Canadian Imperial Venture Corp. to acquire Shoal Point Energy Ltd. Trading Symbols: ---------------- TSX Venture Exchange: CQV Frankfurt Stock Exchange: DFM ST. JOHN'S, Feb. 29 /CNW/ - Canadian Imperial Venture Corp. ("CIVC" / the "Company") and Shoal Point Energy Ltd. ("SPE") are pleased to announce that they have signed a letter of intent ("LOI") to enter into a friendly merger (the "Transaction"). Under the LOI, all outstanding securities of SPE will be exchanged for common shares, common share purchase warrants and options of CIVC. Highlights of the Transaction The merged entity will hold a minimum of 50% and a maximum of 68% working interest in Exploration Licence 1070 ("EL 1070") which contains the Shoal Point and the Lourdes prospects. These prospects are large structural closures, both of which are estimated to have upside speculative potential of 500 million barrels of oil-in-place, within rocks equivalent to the prolific Trenton-Black River trend, which is being developed by Talisman Energy and other companies in upstate New York and the St. Lawrence Lowlands of Quebec. These rocks form the productive zone in the Port au Port #1 well, 30 km to the southwest of the Shoal Point et al 2K-39 well ("2K-39 well") location currently being drilled at Shoal Point. Through this transaction, CIVC also gains a 28% working interest in the 39,000 acre South Stoney Creek property in New Brunswick, with an option to earn an additional 12% interest in that property. The property contains several wells which have flowed gas to surface at significant rates, and lies 50 kms northeast, and within the same basin sequence, as the 1 trillion cubic foot McCully field, operated by Corridor Resources. Under the terms of the Transaction, shareholders of SPE will receive three common shares, common share purchase warrants, or options of CIVC in exchange for each SPE common share, common share purchase warrant or option which they hold immediately prior to the effective date of the Transaction. Following completion of the Transaction, SPE shareholders will hold an approximate 20% equity ownership in the merged company. Completion of the Transaction is subject to satisfaction of a number of conditions, including, but not limited to, the negotiation and execution of a definitive agreement, and the receipt of all required approvals, including those from the shareholders of SPE and the TSX Venture Exchange. There can be no assurance that the Transaction will be completed as proposed or at all. It is intended that a meeting of the shareholders of SPE will be held as soon as possible to seek approval of the Transaction and it is anticipated that this meeting will be held on or before May 30, 2008. As at February 28, 2008 the undiluted share capital of SPE (taking into account the conversion of outstanding special warrants) was 34,053,242 common shares, and 47,775,572 calculated on a fully diluted basis. Upon completion of the Transaction, based on current SPE issued and outstanding shares, CIVC will issue approximately 102,159,726 common shares to the SPE shareholders. An aggregate of 402,168,773 CIVC common shares are issued and outstanding as at the date of this news release. Other Agreements CIVC has entered into a separate agreement with Shoal Point Energy Ltd. whereby CIVC has accepted a surrender back of a portion of SPE's obligations (and its corresponding working interest earning entitlement) in respect of the 1070 licence, which contains the Shoal Point and Lourdes prospects. Prior to this agreement, CIVC after earning share of EL 1070 was 12%. As a result of this agreement, CIVC's after earning share will be 22%. This means that CIVC will now participate financially in the 2K-39 well paying the corresponding portion of the well for the added 10%. Irrespective of the outcome of the above outlined merger transaction; CIVC will now retain a minimum of 22% working interest in EL 1070. Shoal Point et al 2K-39 The 2K-39 well is being operated by SPE on behalf of the company and its partners, CIVC and PDI Production Inc. It is being drilled to test the Shoal Point prospect on EL 1070. Engineering and project management services are being provided by Dragon Lance Management of Nisku, Alberta. Canadian Imperial Venture Corp. is an independent Canadian-based energy company with interests in petroleum exploration and development in western Newfoundland and in western Canada. Eastern Canada is the home to such developments as the Hibernia, Terra Nova, White Rose, Sable Island, Deep Panuke, and McCully fields. CANADIAN IMPERIAL VENTURE CORP. "Steven Millan" --------------- Steven Millan, P.Geo. Chairman and CEO THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OF THIS PRESS RELEASE. This release includes certain forward looking statements which reflect beliefs, expectations, objectives and goals which are believed to be reasonable at the time such statements are made. Actual results could differ materially from anticipated results and may be impacted upon such factors as commodity prices, political developments, legal decisions, market and economic conditions, industry competition, the weather, changes in financial markets and changing legislation. For further information: Canadian Imperial Venture Corp., (709) 739-6700, Fax: (709) 739-6605, info@canadianimperial.com, www.canadianimperial.com Shor