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BWD Lgx Oil And Gas, Inc.

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Share Name Share Symbol Market Type
Lgx Oil And Gas, Inc. TSXV:BWD 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 -

Bowood Energy Inc. Announces Mailing of Information Circular

08/06/2012 1:00pm

Marketwired Canada


Bowood Energy Inc. ("Bowood" or the "Company") (TSX VENTURE:BWD) announces today
that it has mailed a notice of meeting and management information circular (the
"Information Circular") to the holders of record as of June 5, 2012 of common
shares of Bowood ("Common Shares") in respect of the annual and special meeting
of the holders of Common Shares (the "Meeting") to be held on July 5, 2012 to
consider, among other things, certain proposed transactions with Legacy Oil +
Gas Inc. ("Legacy").


The proposed transactions with Legacy were previously announced in a joint press
release of Bowood and Legacy disseminated on May 14, 2012. At the Meeting,
shareholders will be asked to approve, among other things, a transaction
resolution (the "Transaction Resolution") to effect the proposed transactions
with Legacy which include: (i) the purchase by Bowood from Legacy of 68,581 net
acres of undeveloped land in southern Alberta in exchange for 200,000,000 Common
Shares (the "Asset Purchase") (ii) the entering into by Bowood of a Services
Agreement with Legacy pursuant to which Legacy will provide certain management,
administrative and technical services to Bowood and (iii) a non-brokered private
placement (the "Private Placement") of up to 20,833,333 units of the Company
("Units") at a price of $0.12/Unit to subscribers designated by Legacy, with
each such Unit consisting of one flow-through Common Share and one share
purchase warrant entitling the holder to purchase one Common Share at a price of
$0.18 for a period of five years, subject to certain vesting terms. At the
Meeting, Bowood shareholders will also 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. 


In connection with the proposed transactions, current management will resign and
a new management team will be appointed immediately following 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 current Board of
Directors of Bowood will also 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. Messrs. Bloomer and Welykochy are
currently directors of Bowood.


Bowood encourages shareholders to read the meeting materials in detail and to
vote their Common Shares either in person at the Meeting or by proxy. If you
have questions about how to vote your Common Shares, please contact the proxy
solicitation agent Laurel Hill at 1-877-452-7184 (North America toll-free) or
416-304-0211 (local collect) or via e-mail at assistance@laurelhill.com. 


The Board of Directors of Bowood has unanimously determined that the completion
of the transactions set forth in the Information Circular is in the best
interests of Bowood. The Board of Directors of Bowood confirms its
recommendation that shareholders vote in favour of the Transaction Resolution
and related matters, all as more specifically described in the Information
Circular. 


Copies of the May 14, 2012 press release and meeting materials, including the
Information Circular and form of proxy, are available on Bowood's SEDAR profile
at www.sedar.com.  


Also in connection with the proposed transactions, Bowood anticipates that it
will be conducting a Rights Offering by way of a Rights Offering circular
pursuant to which the holders of Bowood Common Shares as at the record date for
the Rights Offering (the "Rights Offering Record Date") will, in respect to each
Bowood Common Share held, be issued one (1) Right. Every ten (10) Rights will
entitle the holder to purchase one (1) Bowood Common Share at an exercise price
of $0.12 until the Rights expire on the date which is 21 days from the date that
the Rights Offering circular is sent to holders of Bowood Common Shares. The
Rights Offering is subject to regulatory approval, including approval of the
TSXV. Bowood currently anticipates setting the Rights Offering Record Date at
July 11, 2012 and sending the Rights Offering circular to Bowood Shareholders
shortly thereafter. Legacy and the subscribers for Units under the Private
Placement will not be entitled to participate in the Rights Offering with
respect to any securities acquired under the Private Placement. Maximum gross
proceeds under the Rights Offering will be $3.3 million and will be used for
general corporate purposes.


About Bowood Energy Inc. 

Bowood Energy Inc. is a TSXV Tier 2 corporation. Through its wholly owned
subsidiary, Bowood Energy Ltd., the Company is engaged in the acquisition,
exploration, development, and production of oil and gas resources. Current
projects are in the Province of Alberta.


Reader Advisory

The information set forth in this press release is qualified in its entirety by
the disclosure in the Information Circular. Shareholders are cautioned that they
should not rely solely on information set forth herein or provided by other
sources, including any information provided to them by representatives of
Bowood, in deciding how to vote their Common Shares at the Meeting.


This document contains forward-looking statements. More particularly, this
document contains statements concerning the completion of the matters
contemplated in the Information Circular. 


The forward-looking statements are based on certain key expectations and
assumptions made by 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 Bowood believes 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 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 Bowood does not undertake 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.


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