/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Jan. 14 /CNW/ - One Exploration Inc. ("OneEx" - TSXV:OE.A or TSXV:OE.B) is pleased to announce the closing of the previously announced recapitalization transactions including, among other things: (i) a non-brokered private placement (the "Private Placement"), (ii) the appointment of a new management team (the "New Management Group") and board of directors (the "New Board"), and (iii) the acquisition (the "TriOil Acquisition") of TriOil Resources Ltd. ("TriOil") by OneEx (collectively, the "Transaction"). The required shareholder approval for the Transaction was obtained by OneEx by receipt of written consents by holders of more than 50% of the issued and outstanding voting shares of OneEx.
The New Management Group is headed by Russell J. Tripp as President & Chief Executive Officer, Andrew Z. Wiacek as VP Exploration, Shaun Wyzykoski as VP Engineering, Craig Haavardsrud as VP Business Development and Land, Keith Mychaluk as Exploration Manager, Cheryne Johnson as VP, Finance and Cameron Proctor as Corporate Secretary. The New Board is comprised of Fred Woods, Glenn Hockley, Paul McGarvey, Korby Zimmerman and Russell J. Tripp.
Pursuant to the Private Placement, OneEx issued 21,982,407 class A shares ("Class A Shares") at a price of $0.17 per Class A Share to the New Management Group and certain other third-party subscribers for total gross proceeds of $3,737,009. In addition, OneEx issued 24,000,000 performance warrants (the "Warrants") to the New Management Group and the New Board. Each Warrant entitles the holder to purchase one Class A Share at a price of $0.22 for a period of 5 years. The Warrants will vest and become exercisable as to one-third upon the 20-day weighted average trading price of the Class A Shares ("Trading Price") equaling or exceeding $0.40, an additional one-third upon the Trading Price equaling or exceeding $0.60 and a final one-third upon the Trading Price equaling or exceeding $0.80.
Pursuant to the TriOil Acquisition, all of the TriOil shares were exchanged for 47,831,272 OneEx Class A Shares on the basis of 5.8824 Class A Shares for each TriOil common share. The TriOil Acquisition included 100% operated production of 130 boepd of predominantly light oil at Coronation in Southern Alberta and Tableland in Southeast Saskatchewan. It also included 12,000 net undeveloped acres of prospective Bakken/Sanish land at Tableland, Saskatchewan, 1,100 net acres of Cardium rights at Lochend, Alberta, farm-in options to earn 4,800 net acres prospective for Pekisko light oil at Queenstown, Alberta and 3,550 net acres prospective for Bakken/Sanish light oil at Tableland.
Shortly prior to the TriOil Acquisition, TriOil completed a private placement of 6,013,251 TriOil common shares at a price of $1.00 per TriOil common share for gross proceeds of $6,013,251, and acquired from Second Wave Petroleum Inc. producing assets in Coronation, Alberta and Tableland, Saskatchewan, and approximately 13,000 net undeveloped acres of land, for approximately $5.4 million in cash and 2.1 million TriOil common shares at a deemed price of $1.00 per TriOil common share.
Holders of Class A Shares will be entitled to participate in a rights offering (the "Rights Offering"), to be conducted by way of a Rights Offering Circular. Pursuant to the Rights Offering, each shareholder as of the record date for such offering (the "Record Date") will be issued one right ("Right") for each Class A Share held on the Record Date, entitling that holder to purchase one (1) Class A Share for each four (4) Rights held at a price of $0.17 per Class A Share at or before the expiry time of the Rights Offering, following which all outstanding Rights shall terminate and expire. The number of Class A Shares to be issued pursuant to the Rights Offering is the maximum permitted by applicable securities laws to be issued pursuant to a Rights Offering Circular. Subscribers of Class A Shares under the Private Placement, or TriOil Shareholders who receive Class A Shares pursuant to the TriOil Acquisition, will not be entitled to participate in the Rights Offering with respect to any securities acquired pursuant to the Private Placement and the TriOil Acquisition. The Rights Offering is subject to applicable regulatory approval, including the TSX Venture Exchange.
Forward Looking Statements
This document contains forward-looking statements. More particularly, this document contains statements concerning the completion of the Rights Offering.
The forward-looking statements are based on certain key expectations and assumptions made by OneEx, including expectations and assumptions concerning timing of receipt of required regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the Rights Offering.
Although OneEx believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because OneEx can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve 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 shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Agreement and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in the Agreement or at all.
The forward-looking statements contained in this press release are 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.
The term "boe" may be misleading, particularly if used in isolation. A boe conversion of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
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