CALGARY, Feb. 12 /CNW/ - One Exploration Inc. ("OneEx" - TSXV: OE.A) is pleased to announce that it is proceeding with its previously announced rights offering ("Rights Offering") to holders of class A shares of OneEx ("Class A Shares") of record at the close of business on February 26, 2010 (the "Record Date").
Pursuant to the Rights Offering, each shareholder of record at 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 maximum number of Class A Shares to be issued pursuant to the Rights Offering is 32,237,730 Class A Shares, provided however that only a total of 14,416,679 Class A Shares are capable of being issued pursuant to the Offering as a result of certain persons having agreed not to participate in the Rights Offering.
OneEx has received conditional approval from the TSX Venture Exchange (the "Exchange") for posting and listing the Rights and the Class A Shares issuable thereunder, subject to OneEx satisfying certain conditions pursuant to the policies of the TSX Venture Exchange. The Rights expire at 4:00 p.m. (Calgary time) on March 26, 2010 (the "Expiry Date").
Pursuant to the Exchange Bulletin dated February 12, 2010, the Class A Shares will commence trading on the Exchange on an ex-rights basis at the opening of business on February 24, 2010. This means that Class A Shares purchased on or following February 24, 2010 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a "when issued" basis on the Exchange under the symbol "OE.RT". Trading of the Rights is expected to continue until 10:00 a.m. (Calgary time) on the Expiry Date.
Pursuant to the requirements of applicable securities legislation, an amended and restated rights offering circular dated February 8, 2010 (the "Rights Offering Circular") has been accepted for filing by the applicable securities regulatory authorities and regulators. The Rights Offering Circular and related materials will be delivered to all shareholders of the Corporation as of the Record Date.
Subscribers pursuant to the private placement of Class A Shares which closed on January 13, 2010 and on January 28, 2010, as well as certain persons who received Class A Shares pursuant to the acquisition of TriOil Resources Ltd. by OneEx have undertaken not to exercise, sell, trade or otherwise convey any interest in any Rights issuable in connection with the Rights Offering.
If all of the Rights are exercised, OneEx will receive gross proceeds of $5,480,414.10, provided however that only a maximum amount of $2,450,835.43 may be raised pursuant to the Rights Offering as a result of certain persons having agreed not to participate in the Rights Offering, as disclosed in the Rights Offering Circular. The completion of the Rights Offering is not conditional upon OneEx receiving any minimum amount of subscriptions from shareholders. The proceeds of the Rights Offering will be used by the Corporation for capital expenditures, including funding a portion of the Corporation's 2010 drilling program, and for general corporate purposes.
Completion of the Rights Offering is subject to receiving all necessary regulatory and TSX Venture Exchange approvals.
Forward Looking Statements
This document contains forward-looking statements. More particularly, this document contains statements concerning the use of proceeds 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 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 regulatory consents are not obtained on terms satisfactory to the parties or the board of directors of OneEx determines that it would be in the best interests of OneEx to deploy the proceeds for some other purpose and risks that other conditions to the completion of the Rights Offering are not satisfied on anticipated timelines 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.
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