In exchange for each Milagro share, the holder thereof will be offered one unit of Second Wave, each unit consisting of 0.0298 of a class A share of Second Wave and 0.0298 of a Second Wave class A share purchase warrant. Each whole warrant shall entitle the holder to purchase one Second Wave share at a price of C$0.4 for one year from the date of closing of the transaction.
The offer will be subject to certain conditions, including acceptance of the offer by holders of at least 66 two-thirds percent of the outstanding Milagro shares calculated on a fully diluted basis, completion of the restructuring of Milagro’s existing debt to Brookfield Bridge Lending Fund on terms acceptable to Second Wave, receipt of all required third party and regulatory approvals and other customary conditions.
The parties expect that Second Wave will mail a take-over bid circular to all of Milagro’s securityholders in early March 2008, with the transaction closing in April 2008.
