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BLR Blackhawk Resource Corp

0.05
0.00 (0.00%)
19 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Blackhawk Resource Corp TSXV:BLR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.05 0.05 0.06 0 01:00:00

Ranger Energy Ltd. and Blackhawk Resource Corp. Sign Letter of Intent to Combine and Significantly Increase Viking Land Holdings

20/07/2010 4:18pm

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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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