Longview Announces Receipt of Unsolicited Non-Binding Proposal, Formation of a Special Committee and Directors Approval of Shareholder Rights Plan

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

(TSX: LNV)

CALGARY, Feb. 10, 2014 /CNW/ - Longview Oil Corp. ("Longview" or the "Company") announces today that it has received an unsolicited non-binding proposal (the "Proposal") from a public oil and gas company (the "Interested Party") to purchase all of the issued and outstanding shares of Longview ("Longview Shares"). Under the non-binding Proposal, the Interested Party proposes to purchase the Longview Shares in exchange for shares of the Interested Party.  The Proposal is based on an exchange ratio representing a premium to the closing trading price for the Longview Shares relative to the closing trading price of the shares of the Interested Party on the date the Proposal was received.  Longview is required by applicable securities laws to disclose the Proposal as Longview will be filing its short form prospectus later today in respect of the distribution of its common shares held by Advantage Oil & Gas Ltd. pursuant to a secondary offering (the "Secondary Offering").

The Board of Directors (the "Board") of Longview has formed a special committee of independent directors (the "Special Committee") comprised of Messrs. Douglas Baker, Daryl Gilbert and Steven Sharpe to consider the Proposal.  In order to properly evaluate the Proposal, the Special Committee will be seeking the advice and assistance of a financial advisor, and expects that that financial advisor will be retained imminently.

In addition, as the Secondary Offering will result in Longview becoming a widely held company, the Board has adopted a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan is designed to provide shareholders, the Board and the Special Committee with adequate time to consider and evaluate any unsolicited bid made for the Company, to encourage the fair treatment of shareholders in connection with any unsolicited take-over bid for the Company and to assist in ensuring that any proposed transaction is in the best interests of the Company and its shareholders.

The Board did not adopt the Rights Plan to prevent a take-over of the Company, to secure the continuance of management, the directors of the Board in their respective offices or to defer offers for the Longview Shares. The issuance of the rights will not change the manner in which shareholders trade their Longview Shares.

The Rights Plan is similar to other rights plans adopted by many Canadian public companies. The Rights Plan is not triggered if an offer to acquire Longview Shares is made as a "permitted bid" and thereby allows sufficient time for the Board and shareholders to consider and react to the offer.  The plan will be available for viewing at www.SEDAR.com.

The Rights Plan is effective immediately. The Rights Plan must be confirmed by shareholders at a meeting to be held within six months. Adoption of the Rights Plan is subject to the acceptance of the Toronto Stock Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Longview in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

Advisory

The information in this press release contains certain forward-looking statements. These statements relate to future events or our future intentions or 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 "forecast", "seek", "anticipate", "plan", "continue", "estimate", "demonstrate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions and include statements relating to, among other things, the timing of filing Longview's short form prospectus and the expectation of appointing a financial advisor. Longview's actual decisions, activities, results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Longview's control, including, but not limited to: the impact of general economic conditions; actions by governmental or regulatory authorities; changes in commodity prices, currency exchange rates, interest rates capital expenditures, reserves or reserves estimates and debt service requirements; the occurrence of unexpected events and liabilities from the exploration for, and the operation and development of, oil and gas properties; changes or fluctuations in production levels; stock market volatility and volatility in market prices for oil and natural gas; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; obtaining required approvals of regulatory authorities; and ability to access sufficient capital from internal and external sources. In addition, the Company cautions that there are no assurances or guarantees that the Proposal will result in an acceptable transaction. Many of these risks and uncertainties and additional risk factors are described in the Company's Annual Information Form which is available at www.sedar.com and www.longviewoil.com. Readers are also referred to risk factors described in other documents Longview files with Canadian securities authorities. With respect to forward-looking statements contained in this press release, Longview has made assumptions regarding, among other things: conditions in general economic and financial markets; commodity prices; effects of regulation by governmental agencies; future exchange rates; future operating costs; availability of skilled labor; availability of drilling and related equipment; timing and amount of capital expenditures; and the impact of increasing competition. These forward-looking statements are made as of the date of this press release and Longview disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

SOURCE: Longview Oil Corp.

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Longview Oil Corp.
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