Ranger Energy Ltd. (TSX VENTURE: RGG.H) and Blackhawk Resource
Corp. (TSX VENTURE: BLR) ("Ranger" and "Blackhawk" or collectively
the "Corporations") are pleased to report they have signed a
non-binding letter of intent, dated July 19, 2010 to amalgamate the
two companies, pursuant to a plan of arrangement, into a new
company ("Newco") focused on oil prospects in both the Viking and
Sparky formations in Alberta. The combined entity, with the
property acquisition outlined below, will hold over 38 sections of
land at predominantly 100% working interests with over 80 potential
drilling locations. Newco has, current production of approximately
125 BOE/day which is expected to increase to over 250 BOE/day by
the end of July 2010 (70% oil and 30% gas) and a drilling program
that includes horizontal locations in both the Viking and Sparky
formations.
Under the terms of the transaction, each shareholder of both
Ranger and Blackhawk will receive one share of Newco for every
share they hold of either Ranger or Blackhawk. All convertible
securities of both companies will be assumed by Newco in accordance
with their existing terms and conditions.
Ranger is also pleased to announce that it has signed two
separate binding letters of intent with an Alberta based private
company, ("Privateco") to acquire, through separate purchase and
farm in arrangements, a 100% interest in an additional 14.5
sections of land with Cardium and Viking rights adjacent to its
existing 8.75 section block. The combined 23.25 section block
contains a highly prospective Viking horizontal oil project.
Significant vertical well control exists in the project area which
allows excellent definition of the Viking reservoir fairway. For
the initial Viking development, Ranger has identified 20 horizontal
drilling locations, either on or adjacent to lands with Viking oil
production. The agreements commit Ranger to drill 2 horizontal
wells on the newly acquired lands. Ranger will issue a
non-convertible promissory note to Privateco in the amount of
$5.46M as payment for the acquisition. The promissory note will be
due on December 1, 2010.
Blackhawk holds over 15 net sections of land with 10 net
sections in the Provost area of Alberta where Blackhawk recently
successfully completed its first horizontal Sparky oil well. Four
horizontal Sparky locations remain in inventory with one scheduled
to be drilled prior to year end. Current production is
approximately 125 BOE/day and is expected to increase to over 250
BOE/day by the end of July 2010 as the tie-in of previously drilled
wells is completed. Production is comprised of 70% oil and 30% gas
with the oil production being primarily from its Sparky and McLaren
pools in the Provost area. Blackhawk also has interests in
producing properties in Wood River and Queenstown in Alberta.
Upon closing of this transaction, Newco's board of directors
will be composed of Dave Antony, Scott Price, Ray Antony, Dale
Owen, Mike Bowie and John McLeod.
Newco's management team will include all current management of
the Corporations plus three new members. The new management members
all have extensive oil and gas experience including the drilling
and completion of numerous horizontal wells. This team of
professionals will be able to fully realize Newco's opportunities
within both the Viking and Sparky plays.
Dave Antony, CEO
Mr. Antony is a Chartered Accountant with over 15 years
experience in assisting companies in structuring transactions,
accessing capital and corporate governance.
Marc Melnic, President
Mr. Melnic is a professional engineer with an MBA and over 16
years of leadership and operational experience with high growth
companies. Most recently, Mr. Melnic was with Vero Energy Inc,
where his position included both operational and acquisition
responsibilities.
Charidy Lazorko, CFO
Ms. Lazorko is a Certified General Accountant, with over 6 years
experience in all facets of public company reporting and
accounting.
Hillar Lilles, VP Operations
Mr. Lilles has over 14 experience of in the oil and gas
industry. Mr. Lilles has served as the President of Blackhawk for
the past year.
James Schneider, VP Engineering
Mr. Schneider is a professional engineer with over 22 years
experience in exploitation, operations and completion engineering.
Mr. Schneider has mostly recently been consulting for a number of
Canadian and US based companies.
Mark Lenson, VP Exploration
Mr. Lenson has over 24 years experience as a petroleum
geologist. Mr. Lenson has served as the VP Exploration for
Blackhawk for the past year.
George Hardisty, VP Land and Business Development
Mr. Hardisty has over 27 years experience in the oil and gas
industry, with extensive experience in negotiations, deal sourcing
and land administration in both Canada and the US.
The Boards of Directors of both Ranger and Blackhawk believe the
merger will be beneficial to all shareholders due to:
-- Significant combined land base, with both Viking and Sparky plays
-- Over 80 potential drilling locations
-- Production expected to be in excess of 250 BOE/day before closing, with
development opportunities to quickly grow production
-- Experienced management team
The transaction is a non-arm's length transaction as Mr. Dave
Antony, Ms. Charidy Lazorko and Mr. Trevor Wong-Chor are officers
of both Corporations.
Completion of the transaction is subject to a number of
conditions and approvals including, but not limited to, approval of
the TSX Venture Exchange and the approval of the shareholders of
each of Ranger and Blackhawk.
This press release contains forward-looking statements. More
particularly, this press release contains forward-looking
statements related to the transaction and the Privateco Acquisition
and its anticipated impact on Newco's pro forma production, cash
flow and 2010 drilling plans; the expected ability of Newco to
execute on its exploration and development program; and Newco's
anticipated reserves and production (both in terms of quantity and
raw attributes) and Newco's anticipated cash flow from operations
using estimated benchmark prices.
The forward-looking statements contained in this document are
based on certain key expectations and assumptions made by each of
Ranger and Blackhawk, including: (i) with respect to the
transaction, that all conditions precedent to give effect to such
transactions, including all regulatory approvals, will be obtained;
(ii) with respect to capital expenditures, generally, and at
particular locations, the availability of adequate and secure
sources of funding for Newco's proposed capital expenditure program
and the availability of appropriate opportunities to deploy
capital; (iii) with respect to drilling plans, the availability of
drilling rigs, expectations and assumptions concerning the success
of future drilling and development activities and prevailing
commodity prices; (iv) with respect to Newco's ability to execute
on its exploration and development program, the performance of
Newco's personnel, the availability of capital and prevailing
commodity prices; and (v) with respect to anticipated reserves,
production and resulting cash flow, the accuracy of the reserves
estimates, the ability to drill and operate wells on an economic
basis, the performance of new and existing wells and accounting for
risks typically associated with oil and gas exploration and
production.
Although each of Ranger and Blackhawk believe that the
expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because each of Ranger and
Blackhawk can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, the failure to obtain necessary
regulatory approvals, risks associated with the oil and gas
industry in general (e.g., operational risks in development,
exploration and production; delays or changes in plans with respect
to exploration or development projects or capital expenditures; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), commodity price and exchange rate
fluctuations and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development
projects or capital expenditures.
The forward-looking statements contained in this document are
made as of the date hereof and each of Ranger and Blackhawk
undertake no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
BOEs may be misleading, particularly if used in isolation. A BOE
conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
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.
Contacts: Ranger Energy Ltd. Dave Antony CEO (403) 234-9588
dantony@rangerenergy.ca Ranger Energy Ltd. Marc Melnic (403)
875-0505 mmelnic@rangerenergy.ca Blackhawk Resource Corp. Hillar
Lilles (403) 663-0200 hlilles@blackhawkcorp.ca
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