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XPD Expedition Energy

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Share Name Share Symbol Market Type
Expedition Energy TSXV:XPD TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Expedition Energy Inc.: News Release

31/08/2007 7:36pm

Marketwired Canada


Expedition Energy Inc. ("Expedition") (TSX VENTURE:XPD) has entered into an
Arrangement Agreement with Salvo Energy Corporation ("Salvo"), a private
Calgary-based oil and gas exploration and production company, pursuant to which
Salvo will pay $0.34 in cash for each outstanding common share of Expedition.
The aggregate value of this transaction is approximately $12,750,000, including
the assumption of approximately $2,000,000 in debt of Expedition. The offer
represents a premium of 78.9% based on the closing price of the common shares on
the TSX Venture Exchange on August 30, 2007, the last trading day of the common
shares prior to the date of this announcement.


The terms of the Arrangement Agreement have been reviewed and approved by a
special committee of the board of directors of Expedition and has been
unanimously approved by the boards of directors of both Expedition and Salvo.
Each director and officer of Expedition has indicated that they intend to vote
all common shares of Expedition held by them (approximately 7% of the
outstanding shares) in favour of the transaction, subject to certain exceptions.
The board of directors of Expedition will recommend that its shareholders vote
in favour of the transaction.


Sayer Energy Advisors is acting as financial advisor to the board of directors
of Expedition, and has provided an opinion that the transaction is fair, from a
financial point of view, to the Expedition shareholders.


The transaction is to be carried out by way of a statutory plan of arrangement.
The transaction will be subject to the approval of 66 2/3% of the votes cast by
Expedition shareholders at a special meeting of shareholders expected to be held
in late October, 2007. Closing is subject to certain other conditions, including
court and other regulatory approvals and is expected to close shortly after the
special meeting. An information circular is expected to be mailed to
shareholders in September, 2007.


The Arrangement Agreement contains customary provisions prohibiting Expedition
from soliciting any other acquisition proposal or entering into any agreements
relating to an alternative acquisition transaction, subject to certain
exceptions which include allowing the board of directors of Expedition to accept
and recommend a superior proposal if it is required to do so in accordance with
its fiduciary duties. The Arrangement Agreement contains a mutual non-completion
fee in the amount of $750,000 which is payable by Expedition or Salvo to the
other, as the case may be, in certain circumstances if the transaction is not
completed. Under the Arrangement Agreement, Salvo has the right to match any
such superior proposal.


Expedition is an emerging Alberta based public corporation actively engaged in
the exploration, development and production of crude oil and natural gas in
Western Canada. Expedition continues to follow its strategy of internally
developing prospects, securing land in core areas, and growing predominantly
through drilling. Selective acquisitions that support core area growth are also
considered. Expedition strives to maintain a high working interest and operate
properties. Expedition's common shares are listed for trading on the TSX Venture
Exchange under the symbol XPD.


This information contains forward-looking statements under applicable securities
laws. Forward-looking statements are necessarily based upon assumptions and
judgments with respect to the future including, but not limited to, the outlook
for commodity markets and capital markets, the performance of producing wells
and reservoirs, and the regulatory and legal environment. Many of these factors
can be difficult to predict. As a result, the forward-looking statements are
subject to known or unknown risks and uncertainties that would cause actual
results to differ materially from those anticipated or implied in the
forward-looking statements.


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