|July 15, 2009 -- Vancouver, British Columbia (TSX-V: BBI.P). Blackbird Investments Inc. ("Blackbird" or the "Corporation"), a capital pool company, is pleased to announce that on July 14, 2009 it entered into a letter agreement with Maxwell Resources for the acquisition of a 75% interest in certain oil and gas leases located in Gray County, Texas (the "Acquisition"). The proposed Acquisition will be the Corporation's "Qualifying Transaction" as defined in the policies of the TSX Venture Exchange (the "Exchange").|
The proposed Acquisition is an arm's length transaction for the acquisition of a project known locally as the "Mathers-Gordon Project" in Gray County, Texas. The Project is a natural gas and crude oil project (primarily natural gas), with its primary targets being the Missouri E, Virgilian and Brown Dolomite formations in the Anadarko Basin. The Project consists of approximately 3,800 acres and currently has two producing gas wells.
The consideration for the Acquisition of the 75% interest in the Project consists of US$2.2 million in cash, and drilling commitments to re-enter and re-complete the two existing wells to enhance their current production, the costs of which is estimated to be an additional US$375,000. The Corporation will also have the option to participate in three additional wells. Maxwell Resources will continue to act as the sub-contract operator of the project. Maxwell Resources is a sole proprietorship owned and operated by Logan Sawyer, an arm's length individual resident in Texas. No new Insiders will be created as a result of the Acquisition.
In addition to standard closing conditions, the material conditions to the completion of the Acquisition to be contained in the definitive agreement will be (1) the completion of a Geological Report in accordance with National Instrument 51-101; (2) the completion of a concurrent financing to satisfy the balance of the purchase price, mandatory drilling commitments, and working capital requirements; and (3) the receipt of Exchange approval. Further, subject to Exchange approval, the Corporation has agreed to provide a deposit to the vendor of $225,000 ($25,000 non-refundable and $200,000 to be held in trust). It is anticipated that the concurrent financing will need to provide net proceeds of not less than $1,500,000, which, with current cash on hand, will satisfy the Acquisition purchase price, mandatory drillings costs, near term working capital requirements and provide funds for additional drilling. The terms of the concurrent financing remain to be determined.
The Corporation has again retained Canaccord Capital Corporation (the "Agent"), to act as sponsor for the Acquisition and as broker for the brokered portion of the concurrent financing.
On behalf of the board of
BLACKBIRD INVESTMENTS INC.
Per: "William Macdonald"
President and Director
COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE AND IF APPLICABLE PURSUANT TO EXCHANGE REQUIREMENTS, MAJORITY OF THE MINORITY SHAREHOLDER APPROVAL. WHERE APPLICABLE, THE TRANSACTION CANNOT CLOSE UNTIL THE REQUIRED SHAREHOLDER APPROVAL IS OBTAINED. THERE CAN BE NO ASSURANCE THAT THE TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE MANAGEMENT INFORMATION CIRCULAR OR FILING STATEMENT TO BE PREPARED IN CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON. TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND 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.
CANACCORD CAPITAL CORPORATION, SUBJECT TO COMPLETION OF SATISFACTORY DUE DILIGENCE, HAS AGREED TO ACT AS SPONSOR IN CONNECTION WITH THE TRANSACTION. AN AGREEMENT TO SPONSOR SHOULD NOT BE CONSTRUED AS ANY ASSURANCE WITH RESPECT TO THE MERITS OF THE TRANSACTION OR THE LIKELIHOOD OF COMPLETION.