|VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 1, 2010) - Blackbird Energy Inc. ("Blackbird" or the "Corporation") (TSX VENTURE:BBI) is pleased to announce that it has entered into a letter of intent with Thani Emirates Petroleum Cooperatif U.A. for the acquisition of its Oil and Gas division, as operated through Thani Netherlands Holding B.V. (the "Acquisition"). The Acquisition is to consist of Blackbird acquiring Thani Netherlands Holding B.V. ("TNH") from Thani Emirates Petroleum Cooperatief U.A. |
The oil and gas assets held by TNH include the right to explore for and exploit the oil and gas resource potential within certain blocks ranging over an expansive area, including both onshore and offshore, of North and West Africa. The exploration stage of each block varies, however no reserves have yet been assigned. The interests currently held by TNH are as follows:
Tunisia: 100% working interest in the El Jem block which is situated on the east coast of Tunisia in a region with high exploration, appraisal and development activity. In addition, also held are the Sidi Mansour permit (20% carried interest, OMV is the operator) and the Tozeur permit (100% working interest).
Egypt: 100% working interest in the South Siwa permit, with the region having developed infrastructure with a strategic geographical location.
Ghana: 42% working interest in the Tano Shallow permit. Interoil is the operator of the permit. The region has recent large discoveries, such as the Jubilee field by Anadarko and Tullow Oil.
Ivory Coast: 12.6% working interest in the CI-105 permit. The operator is Anadarko with the other major partner being Tullow Oil. The region is becoming an emerging player in the oil and gas industry due to its proximity to Ghana's offshore basins. Also has an established refining sector.
The consideration for the Acquisition shall consist of the issuance of such number of common shares of Blackbird (the "Blackbird Shares") to the TNH shareholder, comprising 72.5% of the then issued and outstanding Blackbird Shares on a non-diluted basis, not including the Financing referred to herein. The number of Blackbird Shares issuable at closing shall be adjusted to account for the issuance of any shares as a result of currently outstanding Blackbird and options and warrants exercised prior to the closing, such that the Blackbird Shares issuable on closing shall continue to represent such 72.5% interest, pre-Financing. Further, upon completion of the Financing and concurrently with the closing of the Acquisition, Blackbird shall make a payment of CND$15 million to the TNH shareholder. The board of directors of Blackbird shall include seven nominees chosen by the TNH shareholder, which will constitute a majority of the board. The name of the corporation upon consummation of the Acquisition is proposed to be Thani Emirates Petroleum Inc.
In addition to the foregoing, the Acquisition shall be conditional upon the satisfaction of certain conditions including, but not limited to, the following:
a. Completion of a satisfactory due diligence review by each of Blackbird and TNH.
b. Satisfaction of all of the conditions to be set forth in the definitive agreement, such as receipt of any and all required regulatory approvals including but not limited to, approval by the TSX Venture Exchange and/or the Toronto Stock Exchange, as applicable (the "Exchange").
c. Approval of the shareholders of Blackbird in accordance with Exchange Policies, including but not limited to Policy 5.2 Changes of Business and Reverse Takeovers and approval of the respective board of directors of Blackbird and the TNH shareholder.
d. Completion of a financing in the amount of up to CDN$32.5 million shall be completed on such terms and conditions to be determined by the Parties (the "Financing"), in compliance with Exchange policies.
e. Completion of a National Instrument 51-101 Standard of Disclosure for Oil and Gas Activities compliant report on the petroleum assets of TNH.
Garth Braun, Blackbird CEO, stated, "The acquisition of these significant concessions and the opportunity to work with a world class group of companies to develop these assets is going to take Blackbird to the next level. With a great partner in the Thani group, and a quality portfolio of oil and gas assets, we are looking forward to becoming a substantial player in the development of African oil and gas assets. There has been a tremendous amount of work done on the assets by the Thani group, ranging from extensive seismic work and interpretation, geological analysis and drilling activity. It has only been through the tireless efforts of our directors and officers, and the international scope of the board and their contacts, that we were even presented with this opportunity, which we now must capitalize on."
Blackbird's wholly-owned subsidiary Blackbird Energy LLC ("Blackbird Energy") holds a 75% interest in 3,857 acres of leasehold land located in Gray County, Texas known locally as the "Mathers-Gordon Prospect". The Mathers-Gordon Prospect is a multi pay oil and gas prospect. Blackbird Energy is the operator of the prospect. In addition, Blackbird plans to actively look for further oil and gas properties for acquisition or potential joint ventures.
On behalf of the board of BLACKBIRD ENERGY INC.
Garth Braun, Chief Executive Officer and Director
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's completion of the acquisition of TNH or the satisfaction of any of the required conditions precedent. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with oil and gas exploration and production, (3) a decreased demand for natural gas, (4) any number of events or causes which may delay or cease exploration and development of the Company's property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems; (5) the risk that the Company does not execute its business plan, (6) inability to retain key employees, (7) inability to finance operations and growth, and (8) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information, please contact
Blackbird Energy Inc.