Longbow Capital Inc.

November 20, 2008 11:42 ET

Longbow Capital Inc. Acquires Class A Shares of One Exploration Inc.

CALGARY, ALBERTA--(Marketwire - Nov. 20, 2008) - On November 17, 2008, Longbow Capital Inc. ("Longbow"), through Longbow Capital Limited Partnership #8, Longbow Capital Limited Partnership #9, Longbow Capital Limited Partnership #11, Longbow Capital Limited Partnership #12, Longbow Capital Limited Partnership #14, Longbow Capital Limited Partnership #16, Longbow Capital Limited Partnership #17, Longbow Flow Through Investment Management 2000 Inc. and Longbow Capital Investment Management #4 Inc. (collectively, the "Longbow Entities"), acquired control of 6,284,445 Class A common shares ("One Shares") of One Exploration Inc. ("One") pursuant to a plan of arrangement (the "Arrangement") between One, Cruiser Oil & Gas Ltd. ("Cruiser") and holders of common shares ("Cruiser Shares") of Cruiser. The One Shares were issued pursuant to the terms and conditions of an amended and restated arrangement agreement between Cruiser and One dated October 15, 2008 and the plan of arrangement attached to such agreement as Exhibit 1. Longbow received 0.0609 of a One Share for each Cruiser Share held. Immediately following completion of the Arrangement, Longbow together with its affiliates, insiders and associates control (in aggregate), 6,473,235 One Shares or 16% of the outstanding One Shares.

Longbow may be considered to be acting jointly or in concert with entities of which it controls and certain of its affiliates, insiders and associates, including the Longbow Entities, 811089 Alberta Ltd., Clan Investments Ltd. and Allison Earl, under applicable securities laws.

Each of Longbow and its associates may, from time to time, as market opportunities exist or develop, increase or decrease their beneficial ownership, or control and direction over, One Shares as permitted by securities law. Longbow may in the future take such actions in respect of its holdings as it may deem appropriate in light of the circumstances then existing, including acquiring control of additional One Shares or other securities of One through open market purchases or privately negotiated transactions, or the sale of all or a portion of its holdings in the open market or in privately negotiated transactions to one or more purchasers.

Longbow received the One Shares pursuant to the "business combination and reorganization" exemption in Section 2.11 of National Instrument 45-106 Prospectus and Registration Exemptions, as the One Shares were issued pursuant to the Arrangement under the provisions of the Business Corporations Act (Alberta), an information circular was sent to shareholders of Cruiser in connection with the Arrangement and the shareholders of Cruiser approved the Arrangement at a special meeting of shareholders held on October 14, 2008.

The issuance of this news release is not an admission that an entity named in this news release owns or controls any described securities or is a joint actor with another named entity.

Contact Information

  • Longbow Capital Inc.
    Larry Birchall
    (403) 264-1888
    Suite 701, 421-7th Avenue S.W.
    Calgary, Alberta T2P 4K9