|September 25, 2012 -- Vancouver, British Columbia (TSX-V: BBI) Blackbird Energy Inc. ("Blackbird" or the "Company"), is pleased to announce that it has entered into a definitive securities exchange agreement dated September 24, 2012 (the "Securities Exchange Agreement") in respect of its previously announced acquisition (the "Acquisition") of all the issued and outstanding shares of Ruger Energy Inc. ("Ruger"), a junior oil and gas exploration and development company in Alberta.|
Ruger has a 100% working interest in 680 acres in the Alsask area located on the Alberta/Saskatchewan border and currently has cash and cash equivalents of approximately $3,600,000.
Pursuant to the terms of the Securities Exchange Agreement, Blackbird will issue to the shareholders of Ruger an aggregate of 39,679,537 units (each, a "Transaction Unit") at a deemed price of $0.12 per Transaction Unit. Each Transaction Unit will comprise one common share in the capital of the Company (a "Transaction Share") and one-half of one share purchase warrant (a "Transaction Warrant") exercisable at a price of $0.24 until April 5, 2014. In total, 39,679,537 Transaction Shares and 19,839,768 Transaction Warrants will be issued.
The terms of the Securities Exchange Agreement also provide for certain management changes to be effected concurrently with the closing of the Acquisition. Current members of the board, Robert Booth, Dennis Paterson and Michael Sweatman will be replaced with Darrell Denney, Murray Scalf and Sean Campbell, all three of whom are current directors and/or shareholders of Ruger (the "Ruger Nominees"). Additionally, Blackbird will also grant an aggregate of 4,000,000 incentive stock options, exercisable for a period of five years from grant, to the Ruger Nominees and certain persons which will act as consultants to Blackbird following completion of the Acquisition. Half of the options will have an exercise price of $0.16 per share and the other half will be exercisable at a price of $0.20 per share.
Garth Braun, Chief Executive Officer and director of Blackbird, commented: "We are very pleased to be taking this next critical step towards closing of the Acquisition. The transaction will provide Blackbird with a significant enhancement to the management team, a substantial cash injection to facilitate future drilling plans, and graduate Blackbird to becoming an operator in both Saskatchewan and Alberta."
The Acquisition and all ancillary transactions remain subject to the approval of the TSX Venture Exchange.
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 of the Acquisition and the ancillary transactions thereto, the drilling of the fourth . 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.