One Exploration Inc. announces acquisition of Cruiser Oil & Gas Ltd.



    
    /NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
    UNITED STATES./
    

    CALGARY, Sept. 24 /CNW/ - One Exploration Inc. (the "Corporation" or
"OneEx") (TSX-V:OE.A) and Cruiser Oil & Gas Ltd. ("Cruiser") (TSX-V:COG) are
pleased to announce that they have entered into an arrangement agreement (the
"Arrangement Agreement") pursuant to which OneEx will acquire, by way of plan
of arrangement (the "Arrangement"), all of the issued and outstanding common
shares of Cruiser on the basis of 0.0609 of a class A common share of OneEx
for each common share of Cruiser. The exchange ratio is based upon the
parties' respective assessments of relative asset values, with a deemed share
price of $1.15 for each class A common share of OneEx and a corresponding
value of $0.07 for each common share of Cruiser, for an aggregate transaction
value of $14.8 million.

    Arrangement Overview

    OneEx will issue approximately 12.9 million class A common shares to
acquire Cruiser.
    OneEx will acquire approximately $5.8 million cash, estimated sustainable
production of approximately 80 boe/d (30% oil & liquids; 70% natural gas),
and, based on OneEx's internal estimates of Cruiser's reserves, 539 Mboe of
proved plus probable reserves (181 Mboe of proved reserves). Recently, Cruiser
was successful in its efforts to bring its Swan Hills 15-26 well back on
production. On its twenty-first day of testing, the well continues to produce
at approximately 90 boe/d which, if sustained, will increase Cruiser's
production to approximately 170 boe/d. Immediately following the completion of
the Arrangement, OneEx will assess the full 30 day test results and implement
a plan that maximizes the value of the Swan Hills property.
    The Boards of Directors of both OneEx and Cruiser have unanimously
approved the Arrangement. The Cruiser Board has unanimously concluded that the
Arrangement is in the best interests of Cruiser and its shareholders, and has
unanimously resolved to recommend that Cruiser shareholders vote their shares
in favour of the Arrangement. Additionally, the directors and officers of
Cruiser who are shareholders of Cruiser, and certain of Cruiser's principal
shareholders, representing in the aggregate approximately 53% of the
outstanding common shares of Cruiser, have entered into support agreements to
vote their shares in favour of the Arrangement and otherwise support the
transaction.
    The Arrangement contains a reciprocal non-completion fee in the amount of
$400,000 which is payable by Cruiser or OneEx to the other, as the case may
be, in certain circumstances if the Arrangement is not completed. The
Arrangement requires the requisite approval of Cruiser shareholders along with
customary regulatory, court and other approvals. An information circular
outlining the Arrangement will be mailed to shareholders of Cruiser in
connection with the shareholders' meeting to be held to approve the
Arrangement. The closing of the Arrangement and shareholder's meeting are
proposed to be held prior to November 30, 2008.

    Strategic Rationale and Pro Forma Operating and Financial Information

    Through the completion of the Arrangement, OneEx continues to position
itself as a growth-oriented junior with the following characteristics:

    
    -   Sustainable production of approximately 1,050 boe/d, weighted 80% to
        natural gas from high-quality reserves
    -   A combined reserve base of over 1.5 million boe (proved) and
        2.6 million boe (proved plus probable), with a reserve life index
        greater than 6 years (proved plus probable)
    -   Significant financial strength and flexibility with a Q3 2008 net
        debt estimate of approximately $2 million, estimated cash flow in
        excess of $8 million per year and available bank facility capacity of
        $8 million
    -   39.25 million class A common shares, 1.27 million class B common
        shares and options to purchase 2.12 million class A common shares
        outstanding
    -   A diverse mix of exploration, development and low-risk optimization
        projects
    -   Over $100 million dollars in tax pools
    -   Over 45,000 net acres of undeveloped land
    

    Advisors

    Blackmont Capital Inc. is acting as exclusive financial advisor to OneEx
with respect to the transaction. Tristone Capital Inc. has provided the Board
of Directors of Cruiser with a verbal opinion that the consideration to be
received by the Cruiser shareholders under the Arrangement is fair, from a
financial point of view, to the Cruiser shareholders and has agreed to deliver
a written opinion to that effect, subject to receipt and review of final
documentation.

    About One Exploration Inc.

    OneEx maintains a large inventory of prospects and opportunities ranging
from lower risk recompletions and tie-ins to higher impact exploration
drilling. The ability to high-grade opportunities and time each operation
based on either commodity pricing or risk tolerance places OneEx in an
advantageous position to demonstrate meaningful growth to its shareholders.
OneEx regularly updates its corporate presentation on its website at
www.one-ex.ca.

    About Cruiser Oil & Gas Ltd.

    Cruiser is a public junior oil and gas company engaged in the
exploration, exploitation, acquisition and production of petroleum and natural
gas in Western Canada. Cruiser is focused on re-entry and new drilling of
multi-zone gas and oil prospects west of the fifth meridian. Cruiser trades on
the TSX Venture exchange under the symbol COG.

    Reader Advisory

    This news release does not constitute an offer to sell securities, nor is
it a solicitation of an offer to buy securities, in any jurisdiction. The
securities offered are not, and will not be, registered under the securities
laws of the United States of America, nor any state thereof and may not be
sold in the United States of America absent registration in the United States
or the availability of an exemption from such registration.
    Barrels of oil equivalent ("boe") may be misleading, particularly if used
in isolation. A boe conversion ratio has been calculated using a conversion
rate of six thousand cubic feet of natural gas to one barrel and is based on
an energy equivalency conversion method application at the burner tip and does
not represent an economic value equivalency at the wellhead. The reserves
estimates presented in this press release have been prepared internally by
OneEx and have not been verified by an independent qualified reserves
evaluator.
    Certain information regarding OneEx and Cruiser (the "Companies") set
forth in this joint news release including management's assessment of the
Companies' future plans and operations, the effect of the Arrangement on the
Companies and on shareholders of OneEx and Cruiser, timing of matters relating
to the approval of the Arrangement and implementation thereof, production
increases and future production levels contain forward-looking statements that
involve substantial known and unknown risks and uncertainties. These
forward-looking statements are subject to numerous risks and uncertainties,
certain of which are beyond the Companies' control including, without
limitation, the impact of general economic conditions, industry conditions,
volatility of commodity prices, currency fluctuations, imprecision of reserve
estimates, environmental risks, competition from other producers, lack of
availability of qualified personnel, stock market volatility, ability to
access sufficient capital from internal and external sources, uncertainty
related to completion of the Arrangement and the effect thereof and failure to
receive required shareholder and regulatory and other approvals. In addition
to other factors and assumptions which may be identified in this press
release, assumptions have been made regarding, among other things: the
representations and warranties in the Arrangement Agreement will be true and
correct as of the date such representations were made; that both parties will
satisfy their respective covenants in the Arrangement Agreement; the ability
to obtain equipment and services in a timely and cost efficient manner;
drilling results; commodity prices; and field production rates and decline
rates. The Companies' actual results, performance or achievements may differ
materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any events
anticipated by the forward-looking statements will transpire or occur, or if
any of them do so, what benefits that the Companies will derive therefrom.
Additional information on these and other factors that could affect the
Companies' results are included in reports on file with Canadian securities
regulatory authorities and may be accessed through the SEDAR website
(www.sedar.com). Furthermore, the forward-looking statements contained in this
joint news release are made as at the date of this joint news release and none
of the Companies undertake any obligation to update publicly or to revise any
of the forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.
    The terms "cash flow" and "net debt" are not recognized measures under
Canadian generally accepted accounting principles ("GAAP"). Management of
OneEx believes that in addition to net earnings, cash flow is a useful
supplemental measure as it provides an indication of the results generated by
OneEx's principal business activities before the consideration of how these
activities are financed or how the results are taxed. Investors are cautioned,
however, that this measure should not be construed as an alternative to net
earnings determined in accordance with GAAP as an indication of OneEx's
performance. OneEx's method of calculating cash flow may differ from other
companies, especially those in other industries and accordingly may not be
comparable to measures used by other companies. OneEx calculates cash from
operations as cash from operating activities before the change in non-cash
working capital related to operating activities. Net debt is the net result of
deducting current assets from total bank debt and current liabilities.
    Readers are also cautioned that this joint news release contains the term
"reserve life index", which is not a recognized measure under GAAP. Management
of OneEx believes that this measure is a useful supplemental measure of the
length of time the reserves would be produced over at the rate used in the
calculation. Readers are cautioned, however, that this measure should not be
construed as an alternative to other terms such as net income determined in
accordance with GAAP as a measure of performance. OneEx's method of
calculating this measure may differ from other companies, and accordingly, it
may not be comparable to measures used by other companies.

    
    The TSXV has not reviewed and does not accept responsibility for the
    adequacy or accuracy of this release.
    





For further information:

For further information: One Exploration Inc., Walter Vrataric,
President & Chief Executive Officer, Phone: (403) 781-2752, Fax: (403)
232-8463; Dennis Ward, Vice President, Finance & Chief Financial Officer,
Phone: (403) 781-2756, Fax: (403) 232-8463; Cruiser Oil & Gas Ltd., Raymond
Smith, Interim Chief Executive Officer and Chairman, Phone: (403) 232-1406,
Fax: (403) 232-1409

Organization Profile

ONE EXPLORATION INC.

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Cruiser Oil & Gas Ltd.

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