June 17, 2011
Blackbird Energy Inc. intends to carry out, subject to approval from the TSX Venture Exchange (the "TSX-V"), a brokered and non-brokered private placement for gross proceeds of up to $2,500,000 (the "Private Placement"). The Private Placement will consist of units of the Company (each, a "Unit), at a price of $0.20 per Unit. Each Unit shall consist of one common share in the capital of the Company (each a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one common share in the capital of the Company (a "Warrant Share") at a price of $0.35 per Warrant Share for a period of 24 months following the closing date.
The aggregate Private Placement will be for up to 12,500,000 Units, consisting of up to 7,500,000 Units and which may include up to 5,000,000 flow-through units (each, a "Flow-Through Unit") at a subscription price of $0.20 per Flow-Through Unit, each Flow-Through Unit being comprised of one Share issued on a flow-through basis and one Warrant, each Warrant entitling the holder thereof to purchase one Warrant Share at a price of $0.35 per Warrant Share. All of the securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of issue.
The proceeds from the Private Placement will be initially applied to its project with Donnybrook Energy Inc. for the lease construction and drilling of the Montney Horizontal formation well at Bigstone, which is ready to proceed, weather permitting. The well is estimated to spud on or around July 29, 2011.
If any insiders of the Company participate in the Private Placement, any such subscription (the "Insider Participation") will be considered to be a related party transaction within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). Blackbird intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation.
We seek Safe Harbor.
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