LBR Longbow Resources Inc. (Tier2)

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.

Longbow Resources Inc. (Tier2) (TSXV:LBR)
Historical Stock Chart
From Aug 2024 to Sep 2024

Longbow Resources Inc. (Tier2) (TSXV:LBR)
Historical Stock Chart
From Sep 2023 to Sep 2024