Longbow Resources Inc.

Longbow Resources Inc.

May 01, 2008 15:54 ET

Longbow Resources Enters into Acquisition Agreement with TriAxon Resources

CALGARY, ALBERTA--(Marketwire - May 1, 2008) - Longbow Resources Inc. (TSX VENTURE:LBR) ("Longbow" or the "Company") and TriAxon Resources Ltd. ("TriAxon") jointly announce that they have entered into an agreement (the "Acquisition Agreement") pursuant to which TriAxon will offer to purchase all the issued and outstanding common shares of Longbow for cash consideration of $0.70 per share on a fully diluted basis (the "Offer"). The total cash consideration payable under the Offer is estimated to be approximately $38.1 million.

The Board of Directors of Longbow has unanimously agreed to recommend acceptance of the Offer to the shareholders of Longbow. In addition, Longbow shareholders (including directors and officers of the Company and its largest shareholder, Kisco LBR LP) representing approximately 73% of the issued and outstanding Longbow common shares on a fully diluted basis have agreed to tender their Longbow shares to the Offer. The Acquisition Agreement between TriAxon and Longbow also provides that Longbow shall not, directly or indirectly, solicit or initiate any inquiries, discussions or negotiations with any third party with respect to any alternative transaction. The Acquisition Agreement also provides for a non-completion fee of $1.6 million payable to TriAxon or Longbow, as the case may be, under certain circumstances. CB Securities Inc. has acted as advisor to Longbow and has indicated it will be providing a fairness opinion in connection with the Offer. Peters & Co. Limited has acted as financial advisor to TriAxon in connection with the Offer.

TriAxon's obligation to make the Offer is subject to certain conditions, however, TriAxon anticipates mailing the Offer on or about May 7, 2008. The Offer will be open for 35 days unless extended by TriAxon and is conditional upon, among other things, receipt of all necessary regulatory approvals and a minimum of 66 2/3% of Longbow's shares being properly tendered under the Offer. Upon successful completion of the Offer, it is anticipated that nominees of TriAxon will replace the existing directors of Longbow.

TriAxon is a private junior oil and gas company based in Calgary, Alberta, with properties located in Alberta and Saskatchewan.

Longbow is a junior oil and natural gas company based in Calgary, Alberta with properties located in Alberta, British Columbia and Saskatchewan.

Certain statements contained herein may constitute forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. We believe that the expectations reflected in the forward-looking statements are reasonable based upon management's current views but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. No assurance can be given that actual results, performance or achievement expressed in, or implied by these forward-looking statements will occur, or if they do, that any benefits may be derived from them. Past results have been applied in drawing a conclusion or making a forecast or projection set out in the forward-looking information. The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic fee per barrel (6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions herein are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Longbow Resources Inc.
    Sean F. Kehoe
    Chief Executive Officer
    (403) 233-6073
    Email: info@longbowresources.com
    Longbow Resources Inc.
    201, 1401 - 1st Street S.E.
    Calgary, Alberta T2G 2J3
    TriAxon Resources Ltd.
    Jeff Saponja
    President and Chief Executive Officer
    (403) 536-0642
    Email: jsaponja@triaxonresources.com
    TriAxon Resources Ltd.
    Suite 300, 1202 - 1st Street S.W.
    Calgary, Alberta T2R 0V4