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LBR Longbow Resources Inc. (Tier2)

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Share Name Share Symbol Market Type
Longbow Resources Inc. (Tier2) TSXV:LBR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Longbow Resources Enters Into Exclusive Agreement

10/04/2008 9:47pm

Marketwired Canada


Longbow Resources Inc. (TSX VENTURE:LBR) ("Longbow" or the "Company") is pleased
to announce that the strategic review it announced by news release dated January
30, 2008 has culminated in the Company entering into an exclusive agreement with
a private Alberta company ("Bidco"). Provided Bidco's conditions are satisfied
or waived, Bidco has agreed to offer to purchase, by way of takeover bid or some
alternate business combination, all of the issued and outstanding common shares
of Longbow for cash consideration of CDN$0.70 per share on a fully diluted basis
(the "Offer"). The total cash consideration of the Offer is based on an
enterprise value for Longbow of $40 million and may be subject to adjustment in
certain circumstances. The agreement between Longbow and Bidco also provides
that Longbow shall not, directly or indirectly, solicit or initiate any
inquiries, or engage in any discussions or negotiations with any third party
with respect to any alternative transaction.


The Offer is subject to a number of conditions including the negotiation and
execution of a mutually satisfactory definitive agreement ("Bid Agreement"),
satisfactory financing arrangements being made by Bidco, completion of due
diligence and board approvals. It is anticipated that the Bid Agreement will be
completed and signed on or about April 30, 2008 and that the due diligence and
financing conditions will be satisfied or waived no later than April 30, 2008.
Certain major shareholders as well as the directors and officers of Longbow,
representing approximately 72% of the issued and outstanding Longbow shares, are
expected to agree to tender their shares to the Offer.


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.


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