PEN Pennant Energy

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Blackbird Energy Inc. (TSX VENTURE:BBI) ("Blackbird") and Pennant Energy Inc.
(TSX VENTURE:PEN) ("Pennant") are pleased to announce that they have closed a
plan of arrangement whereby Pennant has become a wholly-owned subsidiary of
Blackbird. The consolidated entity is expected to carry on business as an oil
and liquids focused emerging producer and will continue to trade on the TSX
Venture Exchange (the "Exchange") under the name "Blackbird Energy Inc." and the
trading symbol "BBI". The common shares of Pennant will be voluntarily de-listed
from the Exchange in connection with closing of this transaction effective April
21, 2014. Trading in the common shares of Pennant has been halted pending the
delisting from the Exchange. In addition, Pennant will be applying to cease to
be a reporting issuer in British Columbia and Alberta.


Transaction

Blackbird and Pennant entered into an arrangement agreement dated February 17,
2014 (the "Arrangement Agreement"), whereby Blackbird acquired all of the
outstanding shares of Pennant from the shareholders of Pennant (the "Pennant
Shareholders") in exchange for shares of Blackbird on the basis of one Pennant
share for 0.42857 corresponding shares of Blackbird (the "Transaction"). The
Transaction was structured as a plan of arrangement pursuant to the Business
Corporations Act (British Columbia) (the "Arrangement"), and resulted in Pennant
becoming a wholly-owned subsidiary of Blackbird.


The Transaction has been approved by the Pennant Shareholders, the Exchange and
the Supreme Court of British Columbia.


Additional information regarding the Transaction is available in the joint press
releases of Blackbird and Pennant dated February 18, 2014, April 4, 2014 and
April 10, 2014, and in the management information circular dated March 10, 2014
of Pennant (the "Information Circular"), a copy of which is available on SEDAR
at www.sedar.com under Pennant's profile.


Business of Blackbird

The consolidated Blackbird has assets in both Alberta and Saskatchewan as a
result of closing of the Transaction which management believes will provide
opportunities for drilling and leveraging capital efficiencies including, on a
consolidated basis, a 50% working interest in the Bigstone Montney Project in
Alberta, a 100% interest in the Mantario Project in the Mantario area of West
Central Saskatchewan, a 100% interest in 21 sections in Greater Karr, Alberta
and over 33 sections at Flaxcombe and Alsask, Saskatchewan. Completion of the
Transaction is also expected to add approximately 60 BOE/D of liquids-rich gas
and oil production for Blackbird. Blackbird intends to continue to grow through
appropriate acquisitions that are accretive on a per share basis.


Management of Blackbird believes that the consolidated company resulting from
the Transaction has the following key attributes:




--  a high quality, west central Saskatchewan and northwest Alberta focused
    asset base with strong netbacks and lower decline rates, providing the
    pro forma company with a sturdy platform of predictable cash flow as it
    makes its transition to a junior producer; 
--  high working interest properties which management believes have
    unrealized value; 
--  over 25 net sections of Montney land with current production of greater
    than 60 BOE/D; 
--  current corporate production of over 160 BOE/D; 
--  low decline assets;  
--  low general and administrative expenses allowing for funds to be
    deployed into value drivers such as drilling and accretive acquisitions;
    and 
--  1.683 MMBOE of Proved plus Probable reserves with significant upside.(1)

Notes:                                                                     
(1)  Company gross reserves being the pro forma company's working interest 
     share before deduction of royalties and without including any royalty 
     interests of Pennant. Based on the independent reserve report dated   
     effective June 30, 2013, prepared by GLJ Petroleum Consultants, in    
     accordance with NI 51-101 and the COGE Handbook.                      



Directors and Officers of Blackbird

Blackbird continues to be led by the management team and board of directors that
were in place prior to completion of the Transaction. The Blackbird management
team is led by Garth Braun as President and Chief Executive Officer, Darrell
Denney as Chief Operating Officer, Ron Schmitz as Chief Financial Officer,
Joshua Mann as Vice President, Business Development, and Ralph Allen as Vice
President, Exploration. Additional information regarding the directors and
officers of Blackbird is included in the Information Circular.


Capitalization of Blackbird

Upon closing, there were 186,816,684 common shares of Blackbird issued and
outstanding on an undiluted basis, of which approximately 15.66% represents
shares held by the former shareholders of Pennant. In addition to these shares,
there are also stock options, warrants and convertible debentures outstanding.
See the Information Circular for additional details regarding capitalization of
Blackbird on closing.


Further Information

Blackbird Energy Inc. is a Western Canadian based company that explores,
develops and produces oil and natural gas in Western Canada. The Company is
managed by a proven technical team. Blackbird trades on the TSX Venture Exchange
under the symbol BBI. Blackbird's team is focused on originating new high
quality oil projects through the assembly of land positions in Saskatchewan and
Alberta. Further information about Blackbird may be found in its continuous
disclosure documents filed with Canadian securities regulators under its profile
on SEDAR at www.sedar.com.


Disclaimer for Forward Looking Statements

The term barrels of oil equivalent ("BOE") may be misleading, particularly if
used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel
(6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. All BOE conversions in the
report are derived from converting gas to oil in the ratio mix of six thousand
cubic feet of gas to one barrel of oil.


Original oil in place (OOIP) is the equivalent to Discovered Petroleum Initially
In Place (DPIIP) for the purposes of this Release. DPIIP is defined as quantity
of hydrocarbons that are estimated to be in place within a known accumulation,
plus those estimated quantities in accumulations yet to be discovered. There is
no certainty that it will be commercially viable to produce any portion of the
resources.


Certain information included in this press release constitutes forward-looking
information under applicable securities legislation. Forward-looking information
typically contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook, or statements
that certain events or conditions "may" occur. Forward-looking information in
this press release includes, but is not limited to, statements regarding the
expectations of management of Blackbird and Pennant regarding: (i) the business
of Blackbird following closing of the Transaction; (ii) the assets of the
resulting issuer; (iii) production, proved and probable reserves of the
resulting issuer; (iv) the intended benefits of the Transaction; and (v)
financial position and condition of the resulting issuer. Although Blackbird and
Pennant believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such expectations
will prove to be correct. Such forward-looking statements are subject to risks
and uncertainties that may cause actual results, performance or developments to
differ materially from those contained in the statements including, without
limitation, the risks that: (1) the resulting issuer may not have the key
attributes or intended benefits outlined in this press release; (2) the
capitalization, assets and management of the resulting issuer may be different
than expected; (3) the production, proved and probable reserves of the resulting
issuer may be different than what is anticipated in this news release; and (4)
the financial position and condition of the resulting issuer may be different
than anticipated. Although Blackbird and Pennant believe that the expectations
reflected in its forward-looking information are reasonable, undue reliance
should not be placed on forward-looking information because Blackbird and
Pennant can give no assurance that such expectations will prove to be correct.
Readers are cautioned that the foregoing list is not exhaustive of all factors
and assumptions which have been used. Forward-looking information is based on
current expectations, estimates and projections that involve a number of risks
and uncertainties which could cause actual results to differ materially from
those anticipated by Blackbird and Pennant and described in the forward-looking
information. The forward-looking information contained in this press release is
made as of the date hereof and Blackbird and Pennant undertake no obligation to
update publicly or revise any forward-looking information, whether as a result
of new information, future events or otherwise, unless required by applicable
securities laws. The forward looking information contained in this press release
is expressly qualified by this cautionary statement.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The Blackbird Shares to be offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended and may not
be offered or sold in the United States or to a U.S. person absent registration
or an applicable exemption from the registration requirements.


THE TECHNICAL INFORMATION CONTAINED IN THIS RELEASE HAS NOT BEEN FULLY REVIEWED
BY THE TSX VENTURE EXCHANGE AND, AS SUCH, REMAINS SUBJECT TO CONTINUING REVIEW
AND ACCEPTANCE.


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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Brisco Capital Partners Corp.
Katrin Tosine
Director of Investor Relations
(647) 388-4984
kat@briscocapital.com


Pennant Energy Inc.
Garth Braun
President and CEO
(587) 538-0383


Pennant Energy Inc.
Doren Quinton
Investor Relations
(250) 377 1182
www.pennantenergy.com


Blackbird Energy Inc.
Garth Braun
President and CEO
(587) 538-0383


Blackbird Energy Inc.
Joshua Mann
Vice President, Business Development
(403) 390-2144
www.blackbirdenergyinc.com

Pennant Energy (TSXV:PEN)
Historical Stock Chart
From Oct 2024 to Nov 2024

Pennant Energy (TSXV:PEN)
Historical Stock Chart
From Nov 2023 to Nov 2024