LGL8054
12 years ago
Bowood Energy Inc. and Legacy Oil + Gas Inc. Announce Completion of Previously Announced Strategic Transaction
CNW GroupPress Release: Legacy Oil + Gas Inc. – Thu, Jul 5, 2012
Bowood Energy Inc.
Legacy Oil + Gas Inc.
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CALGARY , July 5, 2012 /CNW/ - Bowood Energy Inc. ("Bowood" or the "Company") (BWD.V) and Legacy Oil + Gas Inc. ("Legacy") (LEG.TO) are pleased to announce that the shareholders of Bowood, at the annual general and special meeting of shareholders held this morning, approved the previously announced strategic transaction with Legacy by a positive vote in excess of 92% of the votes cast. Bowood and Legacy are further pleased to announced that, following such approval, they have completed: (i) the sale of Legacy's southern Alberta assets, excluding assets in the greater Turner Valley area, to Bowood (the "Asset Purchase"); and (ii) the appointment of a new management team and certain new directors for Bowood.
Asset Purchase
The Asset Purchase consisted of the sale of Legacy's undeveloped land in southern Alberta, excluding assets in the greater Turner Valley area, to Bowood in exchange for 200,000,000 common shares of Bowood ("Bowood Shares"). The Asset Purchase included the Legacy/Bowood joint venture land, including the Big Valley oil wells drilled at Kipp and Spring Coulee. The Legacy farmin agreement with Bowood was terminated upon closing of the Asset Purchase. Following completion of the Asset Purchase, Bowood has 474,933,373 Bowood Shares outstanding, 42.1% of which are owned by Legacy.
New Management and Directors
Following completion of the Asset Purchase: (i) the former officers of Bowood resigned and were replaced by Trent Yanko as President and Chief Executive Officer, Matt Janisch as Vice-President, Finance and Chief Financial Officer and Mark Franko as Corporate Secretary; (ii) the board of directors of Bowood was reconstituted to be comprised of James Pasieka as Chairman, Trent Yanko , Chris Bloomer , Jim Welykochy and Neil Roszell ; and (iii) Legacy and Bowood entered into a management, technical and administrative services agreement on the terms previously disclosed.
Strategic Positioning
Upon closing of this transaction, Bowood becomes a high impact light oil exploration focused junior company with the dominant high working interest, operated position in the southern Alberta Bakken play, an exploration play that has attracted significant industry activity in recent years. The Company has 155,974 net acres of undeveloped land in the over-pressured oil window in the Alberta Bakken fairway, including a contiguous 60,512 net acre block on the Blood Tribe Reserve. It is expected that Bowood will evaluate potential acquisition opportunities to build an inventory of oil development drilling locations with the view of increasing the Company's cash flow to be able to fund a sustainable exploration program over a multi-year period
Other Matters
No securities were issued pursuant to the previously announced unit private placement and such private placement will not proceed. The new management of Bowood will review Bowood's ongoing capital requirements and available methods of financing and make such determinations as to the future financing of Bowood as it deems to be in the best interests of the Company.
Bowood intends to proceed with its previously announced rights offering to the Bowood shareholders. However, the previously announced anticipated exercise price of $0.12 per Bowood Share under the rights offering remains in excess of the current trading price of the Bowood Shares, limiting the current value of the rights offering to the Bowood shareholders. Bowood's new management will review the terms of the rights offering terms in light of current market conditions. Completion of the rights offering remains subject to the regulatory approval, including the approval of the TSXV.
At the shareholders meeting held this morning, the Bowood shareholders also approved a proposed name change of Bowood to LGX Oil + Gas Inc. and a proposed consolidation of the Bowood Shares on a 20 to 1 basis. Bowood will issue a further press release at such time as the reconstituted board of directors determines to implement such name change and consolidation.
Legacy has filed on SEDAR an early warning report respecting its acquisition of Bowood Shares pursuant to the Asset Purchase, a copy of which will be available for viewing under Bowood's profile on SEDAR or may be obtained by contacting Legacy as set out below.
Financial Advisors
GMP Securities L.P acted as financial advisor to Bowood with respect to the matters provided for in the Agreement. Haywood Securities Inc. acted as strategic advisor to Bowood with respect to the Agreement.
Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp. acted as co-financial advisors and National Bank Financial Inc. acted as strategic advisor to Legacy with respect to the Agreement.
Note Regarding Forward Looking Statements
This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements concerning the anticipated evaluation of acquisition opportunities by new management, new management's review of ongoing capital requirements and available methods of financing and new management's review of the terms of the proposed rights offering.
The forward-looking statements are based on certain key expectations and assumptions, including expectations and assumptions concerning prevailing market conditions and access to capital. Although it is believed 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 Legacy and Bowood 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, risks related to volatility in market conditions and access to capital. The terms and timing of the proposed rights offering remain subject to finalization and receipt of all required regulatory approvals.
The forward-looking statements contained in this press release are made as of the date hereof and neither Legacy nor Bowood undertakes any 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.
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.
LGL8054
12 years ago
Bowood Energy Inc. Announces Private Placement and Provides Rights Offering Update
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 LAW.
Bowood Energy Inc. (TSX VENTURE:BWD) ("Bowood") is pleased to announce that it
has entered into an agreement with a syndicate of agents co-led by GMP
Securities L.P., Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital
Corp. (the "Syndicate") providing for a private placement for gross proceeds of
up to $6.0 million (the "Financing"). Bowood is also pleased to provide an
update concerning its previously announced rights offering (the "Rights
Offering").
Financing
Pursuant to the Financing, the Syndicate will offer, on a commercially
reasonable efforts private placement basis, up to 120,000,000 units of Bowood
("Units") at a price of $0.05 per Unit for total gross proceeds of up to $6.0
million. Each Unit will consist of one common share ("Common Share") and one
warrant to purchase one Common Share at a price of $0.065 per Common Share for a
period of three years. There is no minimum subscription amount under the
Financing. Directors and officers of Bowood may participate as subscribers in
the Financing in amounts to be determined. Securities issued pursuant to the
Financing will be subject to a four month hold period.
Closing of the Financing is subject to customary conditions and regulatory
approvals, including the approval of the TSX Venture Exchange (the "TSXV").
Closing is expected to occur on or about July 27, 2012 and, in any event, will
occur following the record date for the Rights Offering such that subscribers
under the Financing will not be entitled to rights pursuant to the Rights
Offering.
The net proceeds of the Financing will be used to reduce outstanding
indebtedness under Bowood's credit facility, which may be subsequently redrawn
to fund capital expenditures and for general corporate purposes.
Rights Offering
Bowood intends to proceed with the Rights Offering as soon as it receives all
required regulatory approvals, including the approval of the TSXV. Once in
receipt of such approvals, Bowood will issue a further press release announcing
the record date (the "Record Date") and the expiry date (the "Expiry Date") for
the Rights Offering.
Although Bowood previously announced that the anticipated exercise price per
Common Share pursuant to the Rights Offering would be $0.12, Bowood will
proceed, subject to regulatory approval, with a reduced exercise price of $0.05
per Common Share to reflect current market conditions and the offering price
under the Financing.
Pursuant to the Rights Offering, each holder of a Common Share on the Record
Date will receive one transferable right (a "Right") for every Common Share
held. Every ten (10) Rights will entitle the holder to purchase one Common Share
at a price of $0.05 per Share until the Rights expire at 4 p.m. (Calgary time)
on the Expiry Date. The Rights Offering will include an additional subscription
privilege under which holders of Rights who fully exercise their Rights will be
entitled to subscribe for additional Common Shares, if available, that were not
otherwise subscribed for in the Rights Offering. There will be no standby
guarantee.
Legacy Oil + Gas Inc. has agreed not to participate in the Rights Offering with
respect to the 200,000,000 Common Shares that it acquired on July 5, 2012 and
will not be entitled to exercise, sell or convey any Rights. Accordingly, a
maximum of approximately 27,497,337 Common Shares will be issued pursuant to the
Rights Offering for aggregate gross proceeds of approximately $1.375 million.
Bowood will use the proceeds of the Rights Offering for general corporate
purposes.
Name Change and Consolidation
Subject to the approval of the TSXV, Bowood intends to change its name to LGX
Oil + Gas Inc. and complete a consolidation of its Common Shares on a 20 to 1
basis as soon as practicable following the Expiry Date under the Rights
Offering.
Conference Call
Bowood will conduct an investor conference call to discuss the corporate
strategy, Financing and Rights Offering. Bowood will issue a further press
release announcing the time and dial-in particulars for the conference call.
H8ster
12 years ago
Producers Still Trying To Crack The Southern Alberta Bakken/Exshaw Nut
In 2010, the Bakken/Exshaw oil play near the Canada/United States border attracted fanfare in Alberta as producers quickly snapped up Crown land, which drew great optimism for its potential.
Two years later, producers are still trying to get a handle on the best way to drill the rocks in that area by using various completion techniques, as well as testing different zones.
The Bakken shale on the Montana side of the Alberta basin and its geological equivalent, the Exshaw shale on the Canadian side, are the same age: late Devonian to early Mississippian and of similar deposition to the Williston Basin Bakken shale, but are part of a separate geological system.
Canadian-side producers, noted a report earlier this spring by Scotia Capital, include Crescent Point Energy Corp.; Canadian Natural Resources Limited; Encana Corporation; Nexen Inc.; ExxonMobil Canada Ltd.; Murphy Oil Corporation; Shell Canada Limited; Argosy Energy Inc.; Blacksteel Energy Inc.; Bowood Energy Inc. (which has since announced a deal with fellow Bakken/Exhaw player Legacy Oil + Gas Inc. (DOB, May 14, 2012); DeeThree Exploration Ltd.; Pace Oil & Gas Ltd.; and PetroSpirit Resources Ltd. (a private company).
Companies developing the play in the U.S. include Anschutz Exploration Corporation (private); Newfield Exploration Company; Quicksilver Resources Inc.; Rosetta Resources Inc.; Abraxas Petroleum Corporation; Arkanova Energy Corporation; American Eagle Energy Inc.; Canadian company Compton Petroleum Corporation; Mountainview Energy Ltd.; Passport Energy Ltd.; Calgary-based Primary Petroleum Corporation; and Stone Energy Corporation.
"The Exshaw formation in Alberta and northern Montana is a dark, organic-rich shale -- an excellent source rock that has produced much of the oil found in conventional reservoirs in Alberta," said Brad Hayes, president of Petrel Robertson Consulting Ltd.
It is the same age as the Bakken shale in the Williston Basin of Saskatchewan and North Dakota and has many of the same properties. But there are two key attributes of the Bakken that have not been demonstrated yet in the Exshaw, he noted.
"First, the Bakken has a low permeability sandstone or siltstone bed in the middle that is a great tight oil reservoir, and is the target for horizontal drilling," Hayes said. "Secondly, the Bakken is overpressured in the Williston Basin, giving the reservoir more energy to produce oil. We see a tight siltstone in the Exshaw in places, and the small amount of well control suggests overpressuring to the west, but we haven't yet demonstrated these factors to be as well developed or extensive as in the Bakken."
Hayes said that companies exploring the Exshaw in southern Alberta and to the south in northern Montana are trying a variety of drilling and completion techniques to improve their understanding of the reservoir and to work out how best to produce it.
"The best methods -- horizontal length, number of fracs, pressures, proppants, et cetera -- may vary from place to place as the reservoir conditions vary," he noted. "We can't tell yet whether the Exshaw will be as good as the Bakken. My guess is that the early signs indicate a more difficult reservoir that won't be as productive.
"Experienced companies have been working this play for a couple of years now, and the lands are pretty tied up, but we are not seeing a lot of announcements of positive results yet," Hayes added. "Contrast that with the Duvernay, where we have heard some pretty big flow rates from many of the initial wells."
But, he noted, there's "too much money into the Exshaw play to give up on it.
"I think companies will continue to experiment and assess, although the pace may slow until bigger rewards are realized," Hayes said.
Rick Morgan, consultant, senior exploration analyst, with Canadian Discovery Ltd., said that in the Williston Basin geochemical studies indicate that the voluminous hydrocarbons generated have not been expelled from the source rocks, except to occasional porous fractions of the rock immediately overlying (Lodgepole) or underlying (Torquay, Sanish members of the Three Forks) the Bakken.
This forms the Bakken Petroleum System, which includes these adjacent zones and contains a tremendous resource in-place.
"Presumably, the situation is the same in the Alberta/Montana play to the west, with the Lower Banff, Exshaw and the Big Valley and Stettler members of the Wabamun comprising an Exshaw Petroleum System," Morgan said. "In the Williston Basin, the system deepens to the south, so most of the hydrocarbons were generated in North Dakota, and most of the production has been established there. In Alberta/Montana the system deepens to the southwest so the potential for generation in Alberta and Montana is probably about the same."
He added that the play is still in the early exploration stage.
"The wells put on production to date have not really been boomers with three of 22 wells reporting February production greater than 100 bbls of oil per day ... and the rest below 50 bbls of oil per day," Morgan said. "The main optimization method to date is the stratigraphic placement of wells in the various zones that make up the Exshaw Petroleum System.
"Murphy has recently announced success by placing wells in the Wabamun/Big Valley, rather than the Exshaw. This is really the hunt for where the sweet spots are. Optimization for effective stimulation programs is just beginning."
There is currently more production and drilling activity in Alberta than just over the border in Montana, not including Elm Coulee in the Williston Basin of eastern Montana, he added.
Canadian Discovery first reviewed the Bakken in 2005 when horizontal drilling in the zone had just started. At the time, about 500 wells in Saskatchewan, Manitoba, North Dakota and eastern Montana were producing a little over 11,000 bbls of oil per day from the zone. Now, more than 7,000 wells from the same administrations are producing over 560,000 bbls per day, mostly from North Dakota.
"That will not be easy to match. There have been some recent production and test results by Murphy, DeeThree and [TORC Oil & Gas Ltd.] that suggest the Alberta/Montana Exshaw may have some substance," Morgan said. "There are currently about 22 undrilled locations in southern Alberta targeting the Exshaw and six undrilled Exshaw locations in northwestern Montana. In a year or two, we may have a better idea of just how well it is going to stack up against the Bakken of the Williston Basin."
TORC, a private company, noted in an investor presentation that it has drilled seven successful southern Alberta wells to date, with a 78 per cent success rate (seven of nine). It has over 100 net prospective sections on the primary Monarch play.
DeeThree holds 200,000 acres in the Lethbridge area prospective for the Sunburst and Bakken.
The company reported that a Bakken horizontal well this year on its eastern block had an IP30 rate of 415 bbls per day. A second well flow-tested at 800 bbls per day, while a third and fourth well tested at 940 and 960 bbls per day, respectively. A total of 11 Bakken horizontal wells are to be drilled this year.
The company acquired 1,266 hectares at a February Crown sale for Sunburst. Current Sunburst oil production is 370 bbls per day.
Shell currently holds roughly 60,000 acres in the vicinity of Del Bonita in southern Alberta, said Stephen Doolan, a company spokesperson. The multinational plans to explore the potential of the Bakken frontier light, tight oil play in this area.
"To date we've drilled five wells in the Del Bonita area and have six additional wells licensed," he said. "We are continuously looking for new exploration opportunities. Any commercial operation must be economically viable, environmental responsible and socially sustainable, but it is too early to discuss our exploration activities."
Crescent Point has access to a significant land base in southern Alberta and has been pursuing several exploration projects in the area. During the first quarter, it drilled two (two net) wells to follow up on previously drilled unconventional exploration wells in the Alberta Bakken play. The wells are currently being evaluated. Plans for 2012 include drilling up to 19 net conventional and unconventional wells on these lands.
Penn West Petroleum Ltd. has roughly 80 sections in the Alberta Bakken play, noted Jason Fleury, senior manager of investor relations.
"We entered into the play focused on a different horizon which was more conventional in nature," he said. "While our results to date have been positive, we remain cautiously optimistic; this play is showing itself to be very much acreage- and area-specific."
Trent Yanko, president and chief executive officer of Legacy, said that the Alberta Bakken has the attributes of a light oil resource play, but it is still in the embryonic stage, which is the challenge.
"It's still early but we like technically what we are seeing," he said. "Industry has started to zero in and we are all converging on a solution.
"A number of our competitors have had very good well results that are starting to build but that's very typical in these plays. I think it kind of got overheated initially. People had these high expectations but it was something that's never been tried so it takes a little while.
"We want to stay in it. We want to keep the exposure for Legacy; we want the Bowood shareholders to have a chance to realize the potential they put into it."
Yanko added that there's likely going to be multiple play types and multiple zones.
"It's all for light oil. A lot of it looks like it's overpressured so it has a lot of these things you look for," he said. "I think the main success today has been in the Big Valley."
In an update on its Pondera-Teton prospect in northwest Montana, Calgary-based Primary said it has completed five 3D seismic programs covering around 95 square miles and one additional 37 square mile program is currently being permitted.
An initial six stratigraphic wells were drilled vertically into the upper Duperow formation, ranging in depth between 4,500 to 6,500 feet. All wells were cored across various sections of the Bakken System (Lower Lodgepole, Bakken, Three Forks and Big Valley/Upper Potlatch).
Oil and gas shows were identified on logs in multiple reservoir zones in all wells. Free oil was observed in one or more of the cores. Standard log suites were acquired in all wells and advanced log suites were acquired in five of the wells.
Two wells were cased, perforated and swab tested in the Bakken System and/or secondary zones, with fluid samples currently being analyzed.
Routine core analysis has been completed on four of the six wells to-date. Porosity up to 10.4 per cent and non-fractured permeability up to 0.3 millidarcy have been reported.
Geochemical analyses have been completed on select samples with additional analysis in progress. Sample analyses indicate a thermally mature Bakken System source rock in the oil window, with some zones where total organic content (TOC) reaches up to 17 per cent.
Special core analysis for the horizontal drilling program has been completed on select samples, with additional analysis in progress.
Three supplemental vertical wells were drilled into the upper Duperow formation, with one well cored across the Nisku formation. One well was cased, perforated and is currently being swab tested in the secondary conventional reservoir zones and/or Bakken System with results pending further review and analysis.
Primary has requested and has been granted by its joint venture partner continued operatorship for the balance of the drilling and completion operations in the Phase 1 program.
The company has started the horizontal drilling program and is anticipating at this time to drill three or four horizontal wells, each targeting a specific reservoir zone by the end of September. The company is also anticipating the conclusion of completion operations by the end of October.
Production testing will continue through to the end of the year, followed by the joint venture partner's Phase 2 election to spend a further US$41 million and earn an additional 17.5 per cent working interest in 2013.
"All of our land is in the Montana side of the fairway and it is south of the Blackfeet," said Mike Marrandino, president and chief executive officer. "It starts at the southern edge of the of the Blackfeet Indian Reservation, so we butt up against Anschutz, Rosetta and Newfield and then we go south from there.
"From the drilling that we've done to date, we feel that the Three Forks/Big Valley is a thicker formation than the Bakken, and I believe some of the wells that have been identified in southern Alberta have been more productive in the Wabamun or the Three Forks/BigValley than the Bakken."
Companies are currently working to establish the right completion techniques. "For our acreage on what we're doing on a development basis, we're going to want to see our completed well costs at under $5 million," Marrandino said.
"It's really trying to find out what works and so it's still a bit of a science project."
Pennybuster
12 years ago
CALGARY , May 14, 2012 /CNW/ - Bowood Energy Inc. ("Bowood") (BWD.V) and Legacy Oil + Gas Inc. ("Legacy") (LEG.TO) are pleased to announce that they have entered into an agreement (the "Agreement") providing for: (i) the sale of Legacy's southern Alberta assets, excluding assets in the greater Turner Valley area, to Bowood (the "Asset Purchase"); (ii) the appointment of a new management team (the "New Management") and certain new directors of Bowood; (iii) a non-brokered private placement of units of Bowood (the "Private Placement"), and (iv) a rights offering to the Bowood shareholders (the "Rights Offering").
Asset Purchase
The Asset Purchase will consist of the sale of 68,581 net acres of Legacy's undeveloped land in southern Alberta, excluding assets in the greater Turner Valley area, to Bowood for 200,000,000 common shares of Bowood ("Bowood Shares"). The Asset Purchase includes the Bowood/Legacy joint venture land, including the Big Valley oil wells drilled at Kipp and Spring Coulee. The current Legacy farmin agreement with Bowood will be terminated upon closing of the transaction. Following the completion of the Asset Purchase, the Private Placement and the Rights Offering, Legacy will own approximately 37% of the outstanding Bowood Shares.
New Management
The current officers of Bowood will resign and the New Management will be appointed immediately following the completion of the Asset Purchase. The New Management will consist of Trent Yanko as President and Chief Executive Officer and Matt Janisch as Vice-President, Finance and Chief Financial Officer, each of whom will retain their current positions with Legacy. Mark Franko will be appointed Corporate Secretary.
The board of directors of Bowood will be reconstituted following completion of the Asset Purchase to be comprised of Trent Yanko as Chairman, James Pasieka, Chris Bloomer , Jim Welykochy and Neil Roszell. Chris Bloomer and Jim Welykochy are currently directors of Bowood.
The New Management has a solid track record of creating value in high-growth, junior oil and natural gas companies. Trent Yanko has over 23 years of experience in the founding, technical management and leadership of a number of private and public oil and natural gas companies. Mr. Yanko is currently President and Chief Executive Officer of Legacy, which has grown production from 500 Boe per day to more than 16,300 Boe per day in less than three years. Mr. Yanko was previously President and Chief Executive Officer of Mission Oil & Gas Inc., which grew from 500 Boe per day to more than 7,000 Boe per day in two years, primarily due to its success in the Bakken light oil resource play in southeast Saskatchewan. Before Mission, Mr. Yanko was Vice-President, Production of StarPoint Energy Ltd., helping grow production from 250 Boe per day to 9,000 Boe per day in 13 months.
Matt Janisch is currently Vice President, Finance and Chief Financial Officer of Legacy and has over 25 years of oil and natural gas and financial experience and was previously Executive Vice-President and Chief Financial Officer of Bow Valley Energy Ltd., an international oil and gas producer, and has 12 years of investment banking and equity research experience with BMO Capital Markets.
Mark Franko is a partner with the Calgary office of Heenan Blaikie LLP. He has practiced securities law since 1998 with a focus on mergers and acquisitions and private and public financings in the oil and natural gas sector. Mr. Franko is the Corporate Secretary of Legacy.
James Pasieka is a partner with the Calgary office of Heenan Blaikie LLP. He has extensive experience in structuring and negotiating transactions for capital projects, joint ventures, corporate financings, and mergers, acquisitions, and divestitures. Currently, Mr. Pasieka practices in all segments of the energy sector; in general corporate/commercial law; and in corporate finance, including early-stage and venture capital financing and mergers, acquisitions, and takeovers. He also has broad experience in Alberta's electricity sector. Mr. Pasieka is an officer and director of a number of public energy companies, including Legacy.
Chris Bloomer currently serves as Senior Vice-President and Chief Operating Officer of the Heavy Oil Business Unit as well as a Director of Petrobank Energy and Resources Ltd. Previously, he also held the position of CFO. Mr. Bloomer has been at Petrobank since 2002. Mr. Bloomer is also a director of Calmena Energy Services.
James Welykochy is a Professional Geologist with over 29 years experience in the oil and natural gas industry including over ten years experience in the energy capital markets. He is now a self-employed financial consultant to the oil and natural gas industry capital markets. Prior thereto, Mr. Welykochy served as Vice President, Corporate Development and Director of Ryland Oil Corporation from August 2008 until the sale of Ryland to Crescent Point Energy in August, 2010. Prior to joining Ryland, Mr. Welykochy served as Vice President of institutional sales for PI Financial Corp from February 2007 to August 2008 . Prior thereto Mr. Welykochy was an oil and natural gas research analyst with Genuity Capital Markets from January 2006 to February 2007 .
Neil Roszell is a Professional Engineer with over 20 years of experience in the oil and gas industry. Mr. Roszell is currently the President and Chief Executive Officer of Raging River Exploration, a junior oil and gas company trading on TSXV. Previously, Mr. Roszell has acted as a founder of four oil and natural gas companies and was instrumental in the growth of these junior companies from inception to their ultimate sale. Mr. Roszell was President and CEO of Wild Stream Exploration and Wild River Resources, President and COO of Prairie Schooner Petroleum and Vice President of Engineering of Great Northern Exploration.
Bowood Strategic Rationale and Corporate Strategy
The combination of assets with the experienced Legacy team creates a high impact, light oil exploration focused junior with a dominant operated position and leverage to the emerging southern Alberta Bakken play, that is well positioned to emerge as a larger, stronger and balanced producer with the following attributes:
155,974 net acres of undeveloped land in the over-pressured oil window in the Alberta Bakken fairway, including a contiguous 60,512 net acre block on the Blood Tribe Reserve
Multi-zone potential
Production of approximately 500 Boe per day
Proven management team with a track record of value creation in junior companies
Well financed, improved access to capital
Access to the leading technical capabilities of a much larger company
Bowood will be managed by Legacy's current management team and staff, under the terms of a Services Agreement, in exchange for a monthly fee. All key Legacy technical, land, accounting and field staff involved with the play since inception will continue to work the area. Legacy and Bowood have also agreed to an Area of Exclusion in which Bowood will have first priority over Legacy to pursue any potential acquisition transaction. The Area of Exclusion covers all of southern Alberta south of Twp. 27, excluding an area around Legacy's Turner Valley field.
In addition to the two successful wells drilled to-date by Legacy and Bowood, recent disclosure by competitors in the play has underscored the potential of the southern Alberta Bakken play to become a significant multi-zone light oil resource play. New Management believes as a focused, pure play company, Bowood is well positioned to benefit from continued industry success while further delineating the potential of its significant undeveloped land base.
New Management will also pursue a consolidation strategy within Bowood's core operating area of southern Alberta, increasing exposure to additional high impact light oil resource plays while also focusing on opportunities that build an inventory of oil development drilling locations complementary to the oil resource play exploration program.
Legacy Strategic Rationale
The Agreement consolidates Legacy's interest and control in the emerging southern Alberta Bakken light oil resource play. Through the Agreement, Legacy will maintain its exposure to the upside of this multi-zone play without the promoted drilling obligations under the Bowood/Legacy farmout agreement.
Legacy's interest in the southern Alberta Bakken play is considerably undervalued at Legacy's current market valuation. The Agreement creates the potential for Legacy shareholders to unlock and realize significant incremental value not currently reflected in Legacy's share price, through the ownership of the shares in a new pure play, high impact, light oil exploration company.
Legacy's technical, land, accounting and field operations team will continue to manage and operate the play, bringing continuity to the future operations on a cost-effective basis through the fees received from the Services Agreement.
Private Placement
Pursuant to the Private Placement, Bowood will issue up to 20,833,333 units ("Units") at a price of $0.12 per Unit (Bowood's closing price on May 11, 2012 ) for gross proceeds of up to $2.5 million to subscribers designated by Legacy. Each Unit will be comprised of one Bowood Share issued on a flow-through basis pursuant to the Income Tax Act (Canada ) and one share purchase warrant ("Warrant") entitling the holder to purchase one Bowood Share at a price of $0.18 for a period of five years. The Warrants will vest and become exercisable as to one-third upon the 20 day weighted average trading price of the Bowood Shares ("Market Price") equaling or exceeding $0.20 , an additional one-third upon the Market Price equaling or exceeding $0.25 and a final one-third upon the Market Price equaling or exceeding $0.30 .
The Units issued under the Private Placement will be issued to the New Management and other prospective service providers of Bowood and will be subject to contractual escrow with one-third of such Units released each six months following the closing date of the Private Placement. The proceeds of the Private Placement will be used to pay down debt and for general corporate purposes.
Rights Offering
The Rights Offering will be conducted by Bowood by way of a rights offering circular pursuant to which holders of Bowood Shares as at the record date for the Rights Offering (the "Record Date") will, in respect of each Bowood Share held, be issued one right. Each ten rights will entitle the holder to purchase one Bowood Share at an exercise price, subject to regulatory approval, of $0.12 , being equal to the price of the Units to be issued under the Private Placement. Legacy and subscribers for Units pursuant to the Private Placement will not be entitled to participate in the Rights Offering with respect to any securities acquired under the Private Placement. The Rights Offering is subject to applicable regulatory approval, including the approval of the TSXV. Maximum gross proceeds under the rights offering will be $3.3 million .
The Agreement
The Agreement is an asset purchase and sale and investment agreement dated May 13 , 2012. The Agreement contains a number of customary representations, warranties and conditions and provides for a mutual non-completion fee of $1,500,000 payable in certain circumstances. The Agreement will be filed on SEDAR by Bowood and will be accessible under Bowood's profile at www.sedar.com.
Shareholder and Stock Exchange Approvals
The completion of the matters provided for under the Agreement is subject to a number of conditions and approvals, including, but not limited to, the approval of the TSXV. The completion of the Asset Purchase and the Private Placement would result in the creation of a control person under the policies of the TSXV and, accordingly, must be approved by the shareholders of Bowood. The required disinterested shareholder approval may be obtained by Bowood either by receipt of written consents from holders of more than 50 percent of the issued and outstanding voting shares of Bowood (the "Written Consent") or by approval of an ordinary resolution passed at a meeting of the shareholders.
Pursuant to the Agreement, Bowood has agreed to use its best commercially reasonable efforts to obtain the Written Consent on or before May 31 , 2012. In the event that the Written Consent is not obtained on or before May 31, 2012 , Bowood has agreed to convene and hold a meeting of its shareholders on or before July 31, 2012 for the purposes of approving the Asset Purchase and the Private Placement.
It is anticipated that the shareholders of Bowood will be asked to approve a change of Bowood's name to LGX Oil + Gas Inc. and a consolidation of the Bowood Shares on a twenty for one basis at the next meeting of shareholders.
Closing
Provided that all of the conditions to close in the Agreement are satisfied or waived, it is anticipated that closing will occur by no later than June 1, 2012 in the event that the Written Consent is received or July 16, 2012 in the event that Bowood is required to convene a meeting of its shareholders.
Financial Advisors
GMP Securities L.P is acting as financial advisor to Bowood with respect to the matters provided for in the Agreement. GMP Securities L.P. has provided the board of directors of Bowood with an opinion that the consideration to be received by Bowood through the transaction is fair, from a financial point of view, to shareholders of Bowood. Haywood Securities Inc. is acting as strategic advisor to Bowood with respect to the Agreement.
Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp. are acting as co-financial advisors and National Bank Financial Inc. is acting as strategic advisor to Legacy with respect to the Agreement.
Board of Directors Recommendation
The board of directors of Bowood has determined that the transactions contemplated by the Agreement are in the best interests of its shareholders and has unanimously approved such transactions and recommends that the shareholders approve the Asset Purchase and Private Placement and execute the Written Consent. Any shareholder of Bowood wishing to obtain and execute the Written Consent should contact Bowood as set out below.
Each of the directors and officers of Bowood who, in the aggregate, control approximately 4.7% of the Bowood Shares, have entered into support agreements pursuant to which they have agreed, among other things, to approve the Asset Purchase and Private Placement.
Note Regarding Forward Looking Statements
This document contains forward-looking statements. More particularly, this document contains statements concerning the completion of the matters contemplated by the Agreement.
The forward-looking statements are based on certain key expectations and assumptions made by Legacy and Bowood, including expectations and assumptions concerning timing of receipt of required shareholder and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the matters contemplated by the Agreement.
Although Legacy and Bowood 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 Legacy and Bowood 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, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the Agreement and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in the Agreement or at all.
The forward-looking statements contained in this press release are made as of the date hereof and neither Legacy nor Bowood undertakes any 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.
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.
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