One Exploration Inc. announces closing of significant acquisition, equity financing and stock option grants


    CALGARY, June 21 /CNW/ - One Exploration Inc. (the "Corporation" or
"One") is pleased to announce that it has completed the acquisition of assets
in the Paddle River area of central Alberta and the Peace River Arch area of
Northern Alberta (the "Acquisition") previously announced on May 24, 2007. The
Acquisition represents production additions of approximately 330 boe/d,
787 thousand boe (proved plus probable) reserves as at December 31, 2006,
14,131 net acres of undeveloped land, a 50 percent interest in 125 km(2) of
3-D seismic and a 100 percent interest in 106 km of 2-D seismic. Cash
consideration for the Acquisition is $10.7 million, subject to normal closing
    The Acquisition was financed with a private placement bought deal
financing for total gross proceeds of $12,001,850 (the "Offering") with the
underwriting syndicate being led by Tristone Capital Inc. and included
Blackmont Capital Corp., Dundee Securities Corporation, GMP Securities L.P.,
Paradigm Capital Inc., Raymond James Ltd., Clarus Securities Inc. and Genuity
Capital Markets. Under the terms of the Offering, One issued 4,616,000
subscription receipts for Class A common shares in the Corporation at an issue
price of $1.30 per subscription receipt for gross proceeds of $6,000,800 and
3,637,000 flow-though subscription receipts convertible into flow-through
Class A common shares of the Corporation at an issue price of $1.65 per
flow-through subscription receipt for gross proceeds of $6,001,050. The
effective date for the exchange of subscription receipts for Class A common
shares is June 21, 2007. No action is required by holders of subscription
receipts is required to effect the exchange. The transfer agent will issue the
Class A common shares and Class A flow-through common shares on or before June
26, 2007.
    In accordance with applicable securities legislation and stock exchange
policies, the Class A common shares issued on conversion of the subscription
receipts and flow-through subscription receipts will be subject to a
four-month hold period from the date of closing of the Offering. The net
proceeds were used to finance the Acquisition and will also be used for the
Corporation's exploration program.
    Following the closing of these transactions the Corporation has
26,693,337 Class A common shares outstanding and 1,268,862 Class B common
shares outstanding. Certain directors purchased an aggregate of 30,000 Class A
common shares and 40,000 flow-through Class A common shares under the
Offering. Management and directors hold 3,792,323 Class A common shares
representing 14.2 percent of the issued and outstanding Class A common shares
of the Corporation. Management and directors hold 100,371 Class B common
shares of the Corporation representing 7.9 percent of the issued and
outstanding Class B common shares of the Corporation. As a result of the
participation of directors and officers in the Offering, Ontario Securities
Commission Rule 61-501 requires the Corporation to obtain minority approval
and a formal valuation for the Offering unless an exemption from the minority
approval and valuation requirements is available. Such an exemption is
available to the Corporation as at the time the transaction was agreed to,
neither the fair market value of the subject matter of, nor the fair market
value of the consideration for, the transaction, insofar as it involves
interested parties, exceeded 25 percent of the Corporation's market

    Stock option grants:

    The Corporation is pleased to announce that it has granted to independent
directors of the Corporation options to purchase an aggregate of 230,000
Class A common shares of the Corporation at an exercise price of $1.30 per
Class A common share and has granted an aggregate of 80,000 options to two
consultants to the Corporation on the same terms. The options will vest
one-third (1/3) on each of the first, second and third anniversaries from the
date of grant and will expire five (5) years from the date of grant. The
Corporation has 10 percent "rolling" stock option plans which reserve for
issuance on exercise of stock options a maximum of 10 percent of the number of
Class A shares and 10 percent of the number of Class B shares of the
Corporation outstanding, respectively, from time to time.

    Operations update:

    The Corporation plans to drill one (0.5 net) exploration well prior to
June 30, 2007 and undertake two (2.0 net) recompletions prior to July 31, 2007
on the acquired assets. In addition, the Corporation plans to drill six (5.0
net) exploration wells and conduct one (1.0 net) recompletion operation during
the third quarter of 2007 and estimates an exit rate of 750 boe/d for the
quarter ended June 30, 2007.

    About One Exploration Inc.

    One Exploration participates in oil and gas exploration, development and
production in Western Canada.

    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. All
sales will be made through registered securities dealers in jurisdictions
where the offering has been qualified for distribution. 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.

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this news release.

    Natural gas reserves are converted to barrel of oil equivalent at six
thousand cubic feet of natural gas for each barrel of oil equivalent ("boe")
based on the relative heating content of natural gas to crude oil. Readers are
cautioned that the relative values of natural gas and crude oil may differ and
that the barrel of oil equivalent measure may not be representative of the
relative values of natural gas and crude oil. In this press release: boe/d
means boe per day; mcf/d means thousand cubic feet per day; mboe means
thousand boe; mmcf means million cubic feet; bbl means barrel and mmbtu means
million British Thermal Units.

    Investors are further cautioned that the preparation of financial
statements in accordance with Canadian generally accepted accounting
principles ("GAAP") requires management to make certain judgments 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

    This news release contains certain forward-looking statements, which are
based on One's current internal expectations, estimates, projections,
assumptions and beliefs. Some of the forward-looking statements may be
identified by words such as "expects", "anticipates", "believes", "projects",
"plans" and similar expressions. These statements are not guarantees of future
performance and involve a number of risks and uncertainties, many of which are
beyond One's control. Such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause One's actual
performance and financial results in future periods to differ materially from
any projections of future performance or results expressed or implied by such
forward-looking statements and, accordingly, no assurances can be given that
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what benefits One will derive from them. The
risks and uncertainties associated with the forward-looking statements
included in this news release include, among other things, changes in general
economic, market and business conditions; changes or fluctuations in
production levels, unexpected drilling results, commodity prices, currency
exchange rates, capital expenditures, reserves or reserves estimates and debt
service requirements; changes to legislation, investment eligibility or
investment criteria; One's ability to comply with current and future
environmental or other laws; One's success at acquisition, exploration and
development of reserves; actions by governmental or regulatory authorities
including increasing taxes, changes in investment or other regulations; and
the occurrence of unexpected events involved in the exploration for, and the
operation and development of, oil and gas properties. Many of these risks and
uncertainties are described in One's Annual Information Form which is
available at Readers are also referred to risk factors
described in other documents One files with Canadian securities authorities.
Copies of these documents are available without charge from the Corporation.
Except as required by applicable law, the Corporation disclaims any
responsibility to update these forward-looking statements.

For further information:

For further information: Walter Vrataric, President and Chief Executive
Officer, One Exploration Inc., Phone: (403) 265-4115 ext 222, Fax: (403)
232-8463; Dennis Ward, Vice President, Finance and Chief Financial Officer,
One Exploration Inc., Phone: (403) 265-4115 ext 226, Fax: (403) 232-8463

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