Longbow Resources Inc.

Longbow Resources Inc.

May 13, 2008 10:49 ET

Longbow Resources and TriAxon Resources Announce Mailing of Take-Over Bid Documents

CALGARY, ALBERTA--(Marketwire - May 13, 2008) - Longbow Resources Inc. (TSX VENTURE:LBR) ("Longbow" or the "Company") and TriAxon Resources Ltd. ("TriAxon") are pleased to announce that, pursuant to the Acquisition Agreement dated April 30, 2008 and entered into by the Company and TriAxon, TriAxon has mailed its offer and take-over bid circular dated May 12, 2008 (the "Take-Over Bid Circular") to all securityholders of Longbow with respect to its previously announced offer (the news release dated May 1, 2008) to purchase all of the issued and outstanding common shares of Longbow, fully diluted, at a price of CDN$0.70 per share (the "Offer"). In addition, in response to the Offer, Longbow has mailed to its securityholders a directors' circular dated May 12, 2008 (the "Directors' Circular"), pursuant to which the board of directors of Longbow unanimously recommends that shareholders of the Company accept the Offer.

The Offer is subject to a number of conditions including, a condition that a minimum of 66 2/3% of the outstanding Longbow shares are properly tendered under the Offer. As previously announced, directors, officers and shareholders of Longbow holding approximately 73.8% of the outstanding common shares (calculated on a diluted basis) have agreed to tender their shares to the Offer.

The Offer will expire at 5:00 p.m. (Calgary time) on Tuesday, June 17, 2008. Peters & Co. Limited will act as dealer manager in respect of the Offer and Olympia Trust Company has been retained to act as depositary under the Offer. The Take-Over Bid Circular, the Directors' Circular and related bid documents have been filed on SEDAR and are available for viewing at www.sedar.com, and may also be obtained from Olympia Trust Company.

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 and forward-looking information. These statements relate to future events or future performance by Longbow or TriAxon. All statements other than statements of historical fact may be forward-looking statements and information. Forward-looking statements and information 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. The forward-looking statements and information are based on certain key expectations and assumptions made by TriAxon and Longbow, including expectations and assumptions concerning the satisfaction of certain conditions upon which the Offer is made. Although TriAxon and Longbow believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because TriAxon and Longbow can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. This press release contains forward-looking statements and information concerning the anticipated timing for the expiry of the Offer. TriAxon and Longbow have provided this anticipated time in reliance on certain assumptions that they believe are reasonable at this time. This date may change for a number of reasons, including the amendment of the Offer by TriAxon. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and TriAxon and Longbow undertake 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 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
    Website: www.longbowenergy.com
    TriAxon Resources Ltd.
    Jeff Saponja, P.Eng. and MBA
    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