Calgary, Alberta (April 22, 2008) – Further to its press release of March 11, 2008, PanWestern Energy Inc. (“PanWestern” or the “Corporation”) (TSXV: PW) is pleased to announce it has completed its acquisition (the “Acquisition”) of Industrial Air Corp. (“IAC”). PanWestern issued 12,000,002 common shares at a deemed price of $0.45 per share to acquire 100% of the outstanding shares of IAC. There are no other securities of IAC issued or outstanding. The total consideration paid by PanWestern for the Acquisition is $5,400,000 million.
By completing this Acquisition, PanWestern acquired a substantial land base in southwestern Saskatchewan. These lands comprise of 120,706 acres (48,848 Ha) and are burdened by Saskatchewan Crown royalty, which, for helium, is currently 5% less a 1% Saskatchewan Resource Credit (“SRC”).
Industrial Air Corp.
IAC had 24 shareholders and no one shareholder acquired holdings of 10% or more of the Common Shares of PanWestern after the Acquisition. A financial summary of IAC for the twelve months ending December 31, 2006 and the nine months ended September 30, 2007 is as follows:
IAC had its independent reserve evaluator, Fekete Associates Inc., prepare a report (the “Report”) in accordance with National Instrument 51-101 and COGE Handbook standards with respect to the assets of IAC. The report is dated January 3, 2008, with an effective date of December 31, 2007. Further information about IAC’s resources is as follows:
Discovered resources are those quantities of oil and gas estimated on a given date to be remaining in, plus those quantities already produced from, known accumulations. Discovered resources are divided
into economic and uneconomic categories, with the estimated future recoverable portion classified as reserves and contingent reserves, respectively. There is no certainty that it will be commercially viable to produce any portion of the resources.
The in-place resource volumes mentioned in the Report have not been classified further into recoverable reserves or contingent resources pending demonstration of commercial productivity and recovery from drilling new vertical and horizontal wells. The capital drilling program consists of the following:
* Initially drill a vertical well and log and drillstem test. If the tests are successful, plug the vertical section then reenter and drill horizontal leg(s).
Helium is produced by radioactive decay in the earth and is often associated with natural gas production in certain geographical areas. The presence of helium in commercial quantities is extremely rare. Recent increases in demand and continuing decline in production have caused shortages and rapid price appreciation. Uses of helium are increasing; it is predominantly used in the cooling and purging of high tech applications including MIRs, superconductors as well as additional applications related to computer chip manufacturing, nuclear power generation and scientific research.
With the Acquisition of IAC, PanWestern has acquired numerous helium and associated gases exploration permits in the Swift Current area of Saskatchewan. The lands encompass a former producing helium deposit. The Report includes a recommendation to complete the drilling up to three wells on the former producer with locations to be based on interpretation of PanWestern’s recently completed 3-D seismic program. IAC has also strategically acquired additional permits which contain numerous helium gas shows within a 50km radius of the former producing well. Now that the Acquisition is complete, PanWestern intends to conduct further scientific analysis of these additional prospects with the view to acquiring additional seismic data to delineate other helium bearing structures on the property.
Directors and Officers
As a result of the completion of the Acquisition, Todd Montgomery and Brent Walter were appointed as directors of the board of directors of PanWestern, and Dale Shudra and David Ragan concurrently resigned as a director of PanWestern.
Todd Montgomery (Calgary, Alberta) – Director
Todd Montgomery has been President and Chief Executive Officer of Anglo Potash Ltd. (TSXV – AGP) since 1994 when he founded the company. In 1999, Mr. Montgomery founded and served as President and Chief Operating Officer of SynEnco Energy Inc. (TSX – SYN), an oil sands development corporation. Prior thereto, Mr. Montgomery acted as an independent mining consultant. He serves as a director and officer for a number of private and public corporations, including Anglo Potash, Silver Reserve Corp. (OTCBB – SLVV) and Klondike Capital Corp. (TSXV – KLC.P).
Brent Walter – (Calgary, Alberta) – Director
Brent Walter is a barrister and solicitor. Mr. Walter received his LL.B. from the University of Saskatchewan in 1990. In 2004, he joined the firm ProVenture Law LLP, focusing on the areas of securities and corporate/commercial law. Prior thereto, he practiced with Phillips Sevalrud LLP, and was a founding partner of Larkin Walter, Barristers & Solicitors. Mr. Walter presently serves as a director and senior officer of a number of public and private corporations, including Anglo Potash Ltd. (TSXV – AGP), Silver Reserve Corp. (OTCBB – SLVV) and Klondike Capital Corp. (TSXV – KLC.P). He is a member of the Law Societies of Alberta and Saskatchewan (inactive), as well as the
Canadian Bar Association.
PanWestern also announces the closing of a brokered private placement (the “Offering”), satisfying the financing condition for final approval from the TSXV for the Acquisition. PanWestern, through PowerOne Capital Markets Limited and Union Securities Ltd. (the “Agents”), raised $9,999,600. Of this amount, $9,000,000 was raised through the issuance of 18,000,000 units (each a “Unit”) at a price of $0.50 per Unit and $999,600 was raised through the issuance of 1,666,000 flow-through units (“FT Units”) at a price of $0.60 per FT Unit. Each Unit is comprised of one common share and one common share purchase warrant (each a “Warrant”) and each FT Unit is comprised of one common share issued on a “flow-through” basis under the Income Tax Act (Canada) and one Warrant. Each Warrant issued pursuant to the Offering is exercisable for one common share for a period of 24 months at a price of $0.75 for the first 12 months and $1.00 for the following 12 months. The securities issued pursuant to the Offering are subject to a four-month hold period, which expires August 19, 2008.
The net proceeds received from the Units will be used to fund the completion of the Acquisition and for general working capital, and the gross proceeds from the FT Units will be used to pay for Canadian Exploration Expenditures.
The Agents received a fee in the total amount of $799,968 and broker warrants entitling the Agents to purchase 1,573,280 Units.
Following the completion of the Offering and the Acquisition, PanWestern has 46,443,384 common shares issued and outstanding.
PanWestern also completed a grant of stock options to certain members of its management and support team. In that regard, options to purchase 150,000 common shares at a price of $0.62 were granted to each of Brent Walter and Todd Montgomery in accordance with PanWestern’s Stock Option Plan. The Corporation has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the granting of the options. The Corporation’s stock option plan requires approval from the TSXV.
Change of Auditor
The Corporation is also please to announced that it has changed its auditing firm to Maldaner Crooks Watson, Chartered Accountants.
For further information, contact Johannes Kingma, President at (403) 237-5535.
On behalf of the Board of Directors
President & CEO
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Statements in this press release may contain forward-looking information including expectations of future production, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of
such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the company. These risks include, but are not limited to, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward looking information.
The reader is further cautioned that the preparation of financial statements in accordance with generally accepted accounting principles requires management to make certain judgements and estimates that affect the reported
amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.