Fairborne Energy Ltd. Agrees to Make Offer for Grand Banks Energy Corporation and Announces Sale of Sulphur Inventory

Fairborne Energy Ltd. (TSX:FEL) ("Fairborne") and Grand Banks Energy Corporation
(TSX VENTURE:GBE) ("Grand Banks") jointly announce that they have entered into
an agreement pursuant to which Fairborne will, subject to certain conditions,
make an offer ("the Offer") to acquire all of the issued and outstanding common
shares of Grand Banks ("Grand Banks Shares") by way of a take over bid. Under
the terms of the bid, Fairborne will pay $2.90 cash per share, representing a
premium of approximately 30% to the prior 30-day weighted average price of Grand
Banks Shares. The Offer will be subject to certain conditions, including the
deposit of not less than 66 2/3% of the outstanding common shares of Grand Banks
(on a fully diluted basis), receipt of required regulatory approvals and other
customary conditions.


Grand Banks is a TSX Venture listed junior exploration and production company
with operations focused in southeast Saskatchewan, southwest Manitoba and west
central Alberta. Current production is estimated to be in excess of 1,500 boe/d
(50% oil, 50% natural gas). Its assets located in southeast Saskatchewan and
southwest Manitoba produce approximately 600 bbls/d of light oil. Fairborne sees
these assets as an opportunity to establish a new core operated area in a
favorable royalty environment, providing premium netbacks. Fairborne believes
there are significant development opportunities in Grand Banks' Sinclair area
light oil properties favorably located in the Williston Basin. The Sinclair
field and area is producing a total of about 10,000 bbls/d, the majority from
the Three Forks formation, rivaling Bakken production in Saskatchewan. The west
central Alberta production is focused in the Tower Creek area which includes a
20% working interest in the Tower Creek Leduc Pool which has been producing at
raw rates of over 20 MMcf/d since commencing production in June of 2007.


As at December 31, 2007 Grand Banks' independent reserves evaluator had assigned
2.9 million boe of proved reserves (56% light oil, 44% natural gas) and 4.9
million boe of proven plus probable reserves (67% light oil, 33% natural gas) to
Grand Banks' properties.




Transaction Parameters

The parameters relating to the proposed transaction are set forth as
 follows:

1. Purchase price: approximately $112-million (including assumed debt)
2. Value of Grand Banks undeveloped land based on Fairborne's internal
   valuations (35,000 acres as at April 1, 2008): $8.6 million
3. Cost per producing boe/d based on Q1/08 average production (net of
   undeveloped land): $69,400
4. Cost per proved plus probable boe (net of undeveloped land): $21.39
5. Current light oil netback from Grand Banks two main properties is in
   excess of $ 90 Cdn. per bbl
6. Fairborne Calculated Accretion Multiples:
      - Production per share: 11%
      - 2P reserves per share: 10%
      - Cashflow per share: 16%
      - Net Asset Value: 2.5%
7. Over 30 low risk horizontal locations have been identified on Grand
   Banks lands in the Williston Basin, with the potential to increase
   that number with step-outs and infill wells



Board Recommendations

The board of directors of Grand Banks has unanimously approved the proposed
transaction. Grand Banks' board has concluded that the proposed transaction is
in the best interests of its shareholders and has unanimously resolved to
recommend that holders of Grand Banks Shares tender their Grand Banks Shares to
the Offer. Grand Banks has agreed to pay to Fairborne a non-completion fee in
the amount of $4 million in certain circumstances if the Offer is not completed.
Grand Banks has agreed to terminate any discussions with other parties and has
agreed not to solicit or initiate discussions and negotiations with any third
party with respect to alternate transactions involving Grand Banks and has
granted Fairborne a right of first refusal to match any proposals Grand Banks
may receive.


Holders of Grand Banks Shares (including all directors and officers of Grand
Banks), holding an aggregate of approximately 20.1% of the outstanding Grand
Banks Shares (24.3% on a fully diluted basis) have entered into lock-up
agreements with Fairborne whereby they have agreed to tender their Grand Banks
Shares to the Offer.


Rundle Energy Partners is acting as financial adviser to Grand Banks in respect
of the Offer. Rundle has advised the board of directors of Grand Banks that they
are of the opinion, as of the date hereof, that the consideration to be received
by Grand Banks' shareholders pursuant to the Offer is fair, from a financial
point of view, to Grand Banks' shareholders.


It is expected that the Offer will be mailed to Grand Banks Shareholders in
early May and expire approximately 36 days thereafter.


Upon the closing of the proposed transaction, Fairborne estimates it will have
the following corporate characteristics:


High-quality assets: High netback, 85% operated, light oil and natural gas
reserves and production focused in five core operating areas.


Long-life reserves: Greater than 55 mmboe (proved plus probable); reserve life
index (RLI) of over 10 years.


High-quality production: Production rate in excess of 15,000 boe/d (25% light
oil) with 11 wells awaiting completion and/or tie in after breakup.


Estimated net debt: $190-million ($290 million including convertible debenture).

Shares outstanding: 84.3 million (basic); 84.8 million (fully diluted).

Significant upside potential: Greater than 500 drilling locations and greater
than 267,000 net acres of undeveloped land.


Sulphur Sale

Fairborne is also pleased to announce it has entered into a letter of intent
with Mosaic Fertilizer, the largest sulphur consumer in the US, for the sale of
Fairborne's West Pembina sulphur inventory estimated to be 200,000 metric
tonnes. The proposed sale will generate significant incremental cash flow for
Fairborne over an estimated 18 month period, expected to commence in July of
2008.


Certain information set forth in this document, contains forward-looking
statements including management's assessment of future plans and operations of
Fairborne Energy Ltd. ("Fairborne"), the inventory of drilling prospects and
potential drilling locations, drilling plans, timing of the Offer and the effect
of the acquisition on Fairborne. By their nature, forward-looking statements are
subject to numerous risks and uncertainties, some of which are beyond
Fairborne's control, including the impact of general economic conditions,
industry conditions, volatility of commodity prices, risks associated with oil
and gas exploration, development, exploitation, production, marketing and
transportation, loss of markets, delays resulting from or the inability to
obtain required regulatory approvals, inability to retain and delays in
retaining drilling rigs and other services, currency fluctuations, imprecision
of reserve estimates, environmental risks, competition from other industry
participants, the lack of availability of qualified personnel or management,
stock market volatility, incorrect assessment of the value of acquisitions,
failure to realize the anticipated benefits of acquisition risks related to
whether the Offer will be successful, including whether all conditions to the
Offer will be satisfied, including receipt of all regulatory approvals and
acceptance of the Offer by Shareholders of Grand Banks, risks related to the
ability of Fairborne to realize the benefits of the acquisition of Grand Banks
and ability to access sufficient capital from internal and external sources. The
foregoing list is not exhaustive.


Additional information on these and other risks that could affect Fairborne's
operations and financial results are included in reports on file with Canadian
securities regulatory authorities and may be accessed through the SEDAR website
(www.sedar.com), or at Fairborne's website (www.fairborne-energy.com). Readers
are cautioned that the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on forward-looking
statements. The actual results, performance or achievement of Fairborne could
differ materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what benefits that Fairborne will derive therefrom. Fairborne
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. BOE disclosure may be
misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf
to 1 Bbl is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead. Fairborne is a growth oriented, oil and natural gas company operating
exclusively in western Canada. Fairborne's shares are publicly traded on the
Toronto Stock Exchange under the trading symbol "FEL".