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CALGARY, April 12 /CNW/ - TriOil Resources Ltd. (formerly One Exploration Inc.) ("TriOil" - TSXV: TOL) and Canext Energy Ltd. ("Canext" - TSXV: CXZ) are pleased to jointly announce that they have closed the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) involving TriOil (formerly One Exploration Inc.), Canext and the shareholders of Canext whereby TriOil acquired all of the issued and outstanding common shares of Canext ("Canext Shares") for consideration comprised of an aggregate of 8,798,154 TriOil class A shares ("TriOil Shares").
Under the terms of the Arrangement, Canext shareholders received 0.1 of a TriOil share for each Canext Share. Shareholders of Canext who have not already done so should submit completed letters of transmittal and share certificates to the depositary under the Arrangement, Valiant Trust Company. TriOil shares will be issued to such shareholders following the receipt of such documents. Options to acquire Canext Shares were cancelled at closing for cash payments of the in-the-money-amount of such Options.
Pending final approval from the TSXV, the Canext Shares will be delisted from the TSXV. It is expected that the Canext Shares will be delisted on or about April 16th, 2010.
Russell Tripp: The Arrangement fits with TriOil's growth strategy and represents significant progression of management's business plan to build a high quality asset base with a focus on horizontal drilling and multi-frac completion applications. This Arrangement positions TriOil with a platform for continued growth and the critical mass to undertake an aggressive horizontal drilling program on its existing light oil plays at Tableland, Milo and Lochend.
Stephen Kapusta: I would like to thank the Canext shareholders for their support of this transaction as evidenced through the approval of 99.7% of Canext shareholders at the special meeting held earlier today. The Arrangement allows Canext and TriOil shareholders to benefit from a diversified portfolio of high quality oil focused assets in a well-financed and larger entity. The management team is excited about the opportunities presented by this transaction.
TriOil Resources Ltd. is a Calgary, Alberta based company engaged in the exploration, development and production of petroleum and natural gas. Following completion of the Arrangement TriOil has 20,933,130 class A shares issued and outstanding that trade on the TSXV under the symbol TOL.
Forward Looking Statements
This document contains forward-looking statements. More particularly, this document contains statements which include, but are not limited to, the delisting of shares of Canext.
The forward-looking statements contained in this document are based on certain key expectations and assumptions made by TriOil including, with respect to the delisting of the Canext Shares, the expectations and assumptions concerning timing of the delisting approval by the TSXV and the satisfaction of other conditions related to such approval.
Although TriOil and Canext believe 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 TriOil and Canext 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, the failure to obtain necessary approvals for the delisting of the Canext Shares and the failure to satisfy any conditions related thereto. Additional risks are set out in more detail in TriOil's public disclosure documents and Canext's public disclosure documents which have been filed on SEDAR and can be accessed at www.sedar.com.
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 TriOil Resources Ltd.
For further information: For further information: Russell J. Tripp, President & CEO, TriOil Resources Ltd., Phone: (403) 265-4115