/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, April 1 /CNW/ - One Exploration Inc. ("OneEx" or the "Corporation" - TSXV:OE.A) is pleased to announce that it has implemented the previously-announced consolidation (the "Share Consolidation") of Class A shares ("Class A Shares") of OneEx on the basis of twenty (20) pre-consolidation Class A Shares for one (1) post-consolidation Class A Share (a "New Class A Share") and name change from "One Exploration Inc." to "TriOil Resources Ltd." (the "Name Change").
The New Class A Shares are expected to begin trading on a post-consolidation basis on the TSX Venture Exchange under the new corporate name of TriOil Resources Ltd. and under the new stock symbol, "TOL", at market opening on April 7, 2010.
Effective upon the completion of the Share Consolidation, the Corporation will have approximately 12,134,976 New Class A Shares issued and outstanding. In addition, the exercise price and number of Class A Shares of the Corporation issuable upon the exercise of outstanding options, performance warrants and other convertible securities will be proportionally adjusted pursuant to the Share Consolidation.
A letter of transmittal will be mailed to each registered holder of Class A Shares on or about April 5 2010. The letter of transmittal will include instructions on how to exchange pre-consolidation Class A Share certificates. As a consequence of the Share Consolidation and Name Change, the CUSIP number for the New Class A Shares will be changed to 896724101.
Further details with regard to the background, reasoning and impact of the Share Consolidation and the Name Change are contained in the management information circular of the Corporation dated February 2, 2010, a copy of which is available electronically at www.sedar.com.
This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (together, "forward-looking information"). The use of any of the words "expect", "anticipate", "continue", "estimate", "believe", "plans", "intends", "confident", "may", "objective", "ongoing", "will", "should", "project", "should" and similar expressions are intended to identify forward-looking information. In particular, but without limiting the foregoing, this news release contains forward-looking information concerning the completion of the Share Consolidation and the commencement of trading of the New Class A Shares.
The forward-looking information is based on certain key expectations and assumptions made by OneEx, including expectations and assumptions concerning the time that the New Class A Shares will commence trading on the TSX Venture Exchange and the satisfaction of other conditions to the completion of the transactions contemplated above. Although OneEx believes that the expectations and assumptions on which the forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because OneEx can give no assurance that they will prove to be correct.
Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the commencement of trading of the New Class A Shares on the TSX Venture Exchange may be delayed or not occur or that other conditions to the completion of the transactions are not satisfied on the timelines set forth in this news release or at all.
Completion of the Share Consolidation and Name Change contemplated herein are subject to a number of conditions, including the ability of the Corporation to maintain its TSX Venture Exchange Tier Maintenance Requirements post-consolidation. Further to this, there can be no assurances that the market price of the New Class A Shares will increase as a result of the Share Consolidation. The marketability and trading liquidity of the consolidated shares of the Corporation may not improve as a result of the Share Consolidation. The Share Consolidation may result in some shareholders owning "odd lots" of less than 100 New Class A Shares which may be more difficult for such shareholders to sell or which may require greater transaction costs per share to sell.
The foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and OneEx undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE ONE EXPLORATION INC.
For further information: For further information: Russell J. Tripp, President & CEO, One Exploration Inc., Phone: (403) 265-4115