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CALGARY, Feb. 3 /CNW/ - One Exploration Inc. ("OneEx" or the "Corporation" - TSXV:OE.A or TSXV:OE.B) is pleased to announce that it is proposing: (i) a consolidation (the "Share Consolidation") of the issued and outstanding class A shares (the "Class A Shares") of OneEx; (ii) a name change of the Corporation; (iii) an amendment to the Articles of the Corporation; and (iv) the election of two additional directors to the Board of Directors of OneEx to the holders of Class A Shares of OneEx (the "Shareholders") at the upcoming special meeting of Shareholders to be held on March 4, 2010 (the "Meeting").
In accordance with the terms of the proposed Share Consolidation, the Class A Shares will be consolidated on the basis of one (1) Class A Share for each twenty (20) Class A Shares currently issued and outstanding. As at the date of this news release, there are 128,950,920 Class A Shares issued and outstanding. On a post-consolidation basis this number would be reduced to approximately 6,447,546 Class A Shares issued and outstanding, subject to rounding.
The Share Consolidation is subject to Shareholder approval at the Meeting and acceptance by the TSX Venture Exchange. The Board of Directors believes that consolidation of the Class A Shares should enhance their marketability as an investment and should facilitate additional financings to fund operations in the future.
No fractional post-consolidation Class A Shares will be issued and no cash will be paid in lieu of fractional post-consolidation Class A Shares. Any fractional interest in Class A Shares that is less than 0.5 of a Class A Share resulting from the Share Consolidation will be rounded down to the nearest whole Class A Share. Any fractional interest in Class A Shares that is 0.5 or greater, of a Class A Share will be rounded up to the nearest whole Class A Share. In addition, the exercise price and number of Class A Shares issuable upon the exercise of outstanding options, performance warrants and other convertible securities will be proportionally adjusted upon the implementation of the proposed Share Consolidation. Notwithstanding Shareholder approval, the Board of Directors may, in their sole discretion, revoke the resolution approving the Share Consolidation at any time prior to its implementation.
OneEx is also proposing a name change and may also seek a new stock trading symbol from the TSX Venture Exchange. The Corporation is proposing to change its name to "TriOil Resources Ltd." or such other name as may be determined by the Board of Directors and as may be accepted to the TSX Venture Exchange. Notwithstanding Shareholder approval, the Board of Directors may, in their sole discretion, revoke the resolution approving the change of corporate name at any time prior to its implementation.
Further details with regard to the background, reasoning and impact of the proposed Share Consolidation and the proposed name change are contained in OneEx's information circular dated February 2, 2010 (the "Circular"), a copy of which is available electronically at www.sedar.com.
At the Meeting, the Corporation is also proposing a change to the Corporation's Articles of Incorporation, as amended, to provide that the directors of OneEx may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting; provided, however, that the number of such additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual general meeting. The Board of Directors is of the opinion that such an amendment will provide the directors of the Corporation with the flexibility to appoint qualified individuals at times when such individuals may be required or available to serve on the Board of Directors and will bring the Articles in line with those typical of companies of similar size to OneEx.
Lastly, the Corporation is pleased to announce that two additional directors, Mr. Andy Mah and Mr. Glen Gretzky, will be proposed for election at the Meeting. Further information regarding the election of Messrs. Mah and Gretzky, and the current directors of the Corporation is available in the Circular, 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, the name change of the Corporation, the amendment of the Articles of the Corporation and the election of two additional directors.
The forward-looking information are based on certain key expectations and assumptions made by OneEx, including expectations and assumptions concerning timing of receipt of required regulatory and exchange approvals 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 required regulatory, exchange and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the this news release and risks 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 but not limited to, TSX Venture Exchange acceptance, shareholder approval and the ability of the Corporation to maintain its TSX Venture Exchange Tier Maintenance Requirements post consolidation. There can be no assurance that the Share Consolidation or name change will be completed as proposed, or on a specific date, or at all. 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 Common 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