Blackbird Energy Enters in Letter of Intent for Acquisition of Oil and Gas Division of United Arab Emirates Investment Fund
02 9월 2010 - 5:52AM
Marketwired
Blackbird Energy Inc. ("Blackbird" or the "Corporation") (TSX
VENTURE: BBI) is pleased to announce that it has entered into a
letter of intent with Thani Emirates Petroleum Cooperatif U.A. for
the acquisition of its Oil and Gas division, as operated through
Thani Netherlands Holding B.V. (the "Acquisition"). The Acquisition
is to consist of Blackbird acquiring Thani Netherlands Holding B.V.
("TNH") from Thani Emirates Petroleum Cooperatief U.A.
The oil and gas assets held by TNH include the right to explore
for and exploit the oil and gas resource potential within certain
blocks ranging over an expansive area, including both onshore and
offshore, of North and West Africa. The exploration stage of each
block varies, however no reserves have yet been assigned. The
interests currently held by TNH are as follows:
Tunisia: 100% working interest in the El Jem block which is
situated on the east coast of Tunisia in a region with high
exploration, appraisal and development activity. In addition, also
held are the Sidi Mansour permit (20% carried interest, OMV is the
operator) and the Tozeur permit (100% working interest).
Egypt: 100% working interest in the South Siwa permit, with the
region having developed infrastructure with a strategic
geographical location.
Ghana: 42% working interest in the Tano Shallow permit. Interoil
is the operator of the permit. The region has recent large
discoveries, such as the Jubilee field by Anadarko and Tullow
Oil.
Ivory Coast: 12.6% working interest in the CI-105 permit. The
operator is Anadarko with the other major partner being Tullow Oil.
The region is becoming an emerging player in the oil and gas
industry due to its proximity to Ghana's offshore basins. Also has
an established refining sector.
The consideration for the Acquisition shall consist of the
issuance of such number of common shares of Blackbird (the
"Blackbird Shares") to the TNH shareholder, comprising 72.5% of the
then issued and outstanding Blackbird Shares on a non-diluted
basis, not including the Financing referred to herein. The number
of Blackbird Shares issuable at closing shall be adjusted to
account for the issuance of any shares as a result of currently
outstanding Blackbird and options and warrants exercised prior to
the closing, such that the Blackbird Shares issuable on closing
shall continue to represent such 72.5% interest, pre-Financing.
Further, upon completion of the Financing and concurrently with the
closing of the Acquisition, Blackbird shall make a payment of
CND$15 million to the TNH shareholder. The board of directors of
Blackbird shall include seven nominees chosen by the TNH
shareholder, which will constitute a majority of the board. The
name of the corporation upon consummation of the Acquisition is
proposed to be Thani Emirates Petroleum Inc.
In addition to the foregoing, the Acquisition shall be
conditional upon the satisfaction of certain conditions including,
but not limited to, the following:
a. Completion of a satisfactory due diligence review by each of Blackbird
and TNH.
b. Satisfaction of all of the conditions to be set forth in the definitive
agreement, such as receipt of any and all required regulatory approvals
including but not limited to, approval by the TSX Venture Exchange
and/or the Toronto Stock Exchange, as applicable (the "Exchange").
c. Approval of the shareholders of Blackbird in accordance with Exchange
Policies, including but not limited to Policy 5.2 Changes of Business
and Reverse Takeovers and approval of the respective board of directors
of Blackbird and the TNH shareholder.
d. Completion of a financing in the amount of up to CDN$32.5 million shall
be completed on such terms and conditions to be determined by the
Parties (the "Financing"), in compliance with Exchange policies.
e. Completion of a National Instrument 51-101 Standard of Disclosure for
Oil and Gas Activities compliant report on the petroleum assets of TNH.
Garth Braun, Blackbird CEO, stated, "The acquisition of these
significant concessions and the opportunity to work with a world
class group of companies to develop these assets is going to take
Blackbird to the next level. With a great partner in the Thani
group, and a quality portfolio of oil and gas assets, we are
looking forward to becoming a substantial player in the development
of African oil and gas assets. There has been a tremendous amount
of work done on the assets by the Thani group, ranging from
extensive seismic work and interpretation, geological analysis and
drilling activity. It has only been through the tireless efforts of
our directors and officers, and the international scope of the
board and their contacts, that we were even presented with this
opportunity, which we now must capitalize on."
About Blackbird
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.
Garth Braun, Chief Executive Officer and Director
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking
statements, which reflect the expectations of management regarding
the Company's completion of the acquisition of TNH or the
satisfaction of any of the required conditions precedent.
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 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.
Contacts: Blackbird Energy Inc. Dwane Brosseau 604.662.4955
dbrosseau@blackbirdenergyinc.com www.blackbirdenergyinc.com
Blackbird Energy Inc. (TSXV:BBI)
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