|October 23, 2012 - Vancouver, British Columbia (TSX-V: BBI) Blackbird Energy Inc. ("Blackbird" or the "Company") today announced that, due to market conditions, it has entered into an amending agreement dated October 22, 2012 with respect to its proposed acquisition of Ruger Energy Inc. ("Ruger"), a junior oil and gas exploration and development company in Alberta (the "Acquisition"). |
The Amending Agreement revises the terms of the Securities Exchange Agreement dated September 24, 2012 by reducing the deemed price of the transaction units (each, a "Transaction Unit") to be issued by Blackbird to the shareholders of Ruger, from $0.12 to $0.101 per Transaction Unit. With each Transaction Unit being comprised of one common share (a "Transaction Share") and one-half of one share purchase warrant (a "Transaction Warrant"), the price revision will result in an aggregate of 47,143,250 Transaction Shares and 23,571,625 Transaction Warrants being issued. All other terms of the Acquisition remain the same.
Garth Braun, Chief Executive Officer and director of Blackbird, commented: "The acquisition of Ruger is transformational for Blackbird, as it diversifies the project base of the Company and strengthens our balance sheet. Post transaction, as an emerging E & P company, Blackbird will have garnered a balanced asset base with a producing oil and gas production mix and lands with development potential. The Company will be well positioned to expand its focus on exploration and development in both the deep basin in West Central Alberta and oil-prone project areas in Saskatchewan."
Blackbird's Bigstone Project is comprised of lands and licenses covering a total of 5,120 acres (net 1,120 acres), in Township 60, ranges 22 and 23W5 at Bigstone, Alberta. By completing the terms of a farm in agreement with Donnybrook Energy Inc., Blackbird earned 25 per cent of Donnybrook's interest in the Bigstone lands and in any future operations within an area of mutual interest.
On behalf of the board of
BLACKBIRD ENERGY INC.
Per: "Garth Braun"
Chief Executive Officer and Director
For further information contact:
QIS Capital Corp.
Ph: (250) 377-1182
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the completion and effect of the Acquisition and the ancillary transactions thereto. 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 INC. HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.