|Not for distribution to U.S. news wire services or dissemination in the United States.|
November 8, 2011 -- Vancouver, British Columbia (TSX-V: BBI) Blackbird Energy Inc. ("Blackbird" or the "Company"), is pleased to announce that it intends to carry out, subject to approval from the TSX Venture Exchange (the "TSX-V"), a brokered private placement, on a commercially reasonable "best efforts" agency basis, for gross proceeds of up to $6,000,000 (the "Private Placement"). The Private Placement will consist of 10,000,000 units of the Company (each, a "Unit), at a price of $0.20 per Unit, and 20,000,000 flow-through shares (each, a "Flow-Through Share"), at a price of $0.20 per Flow-Through Share. 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 $0.30 per Warrant Share for a period of 24 months following the closing date. 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 Private Placement is being led by PI Financial Corp.
The net proceeds from the Private Placement will be applied to the Company's project with Donnybrook Energy Inc. for the lease construction and drilling of the next Montney well at Bigstone. The proceeds from the Flow-Through Share offering will be used by Blackbird to incur eligible Canadian exploration expenses. The well is estimated to spud prior to year end. Closing of this offering is expected to occur on or about November 24, 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Blackbird's Bigstone Project is comprised of lands and licences covering a total of 4,480 acres, in Township 60, ranges 22 and 23W5 at Bigstone, Alberta. By completing the terms of the farm in agreement, Blackbird will earn 25 per cent of Donnybrook Energy Inc.'s interest in the Bigstone lands and in any future operations within an area of mutual interest.
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.
Per: "Garth Braun"
Chief Executive Officer and Director
For further information contact:
Doren Quinton, President
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 closing of the Private Placement and Donnybrook's ability to drill the next well on the project, the timing of the drilling and any results from the well specifically or the Montney Shale play in general. 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.