(TSX-V: BBI) Blackbird Energy Inc.
("
Blackbird" or the "
Company") is
pleased to announce the filing of its notice of meeting and
management information circular (the "
Circular")
and related proxy materials for the special shareholders' meeting
(the "
Meeting") to be held on December 19, 2018 in
connection with the previously announced strategic combination of
Blackbird and Pipestone Oil Corp. ("
Pipestone
Oil") (the
"Transaction").
The Circular and related materials, which
provide detailed information regarding the Transaction, the parties
and the combined company, are being disseminated to shareholders
this week. Copies are also available electronically from
Blackbird's website at www.blackbirdenergyinc.com and on SEDAR
under Blackbird's issuer profile at www.sedar.com, or on request
from the Company or its proxy solicitation agent, Laurel Hill
Advisory Group, for whom contact information is provided below.
The Transaction
The Transaction, together with committed common
share equity financings totaling $111.0 million and $198.5 million
of debt financing (collectively, the
"Financings"), will result in the strategic
combination of two adjacent and contiguous Pipestone Montney land
bases under a single well-capitalized, high growth company that
will operate under the name Pipestone Energy Corp.
("Pipestone Energy").
The Transaction will be completed by way of an
amalgamation of Blackbird and Pipestone Oil to create Pipestone
Energy pursuant to a plan of arrangement (the
"Arrangement") under the Business Corporations Act
(Alberta) ("ABCA"), on terms that result in the
Blackbird shareholders and Canadian Non-Operated Resources L.P.
("CNOR LP"), as sole shareholder of Pipestone Oil,
becoming shareholders of Pipestone Energy. Upon completion of
the Arrangement and Financings, Blackbird shareholders would own
approximately 45.3% of the Pipestone Energy shares.
The terms of the Financings remain as described
in the joint news release of Blackbird and Pipestone Oil dated
October 30, 2018, including (i) committed subscriptions from GMT
Exploration Company LLC and certain funds and accounts managed by
the Company's principal shareholder, GMT Capital Corp.
(collectively, "GMT"), pursuant to which GMT will
invest ~$26 million at an effective price $0.34 per Blackbird share
(the "GMT Private Placement"), and (ii) CNOR LP
will invest $85 million on or prior to closing of the Transaction
(the "CNOR Commitment"). The number of
Pipestone Energy shares issuable to CNOR LP pursuant to the
Arrangement (including with respect to the CNOR Commitment) was
determined with reference to $0.34 per Blackbird share.
Closing of each of the GMT Private Placement and the CNOR
Commitment is conditional on the closing of the Transaction.
Proceeds of the GMT Private Placement and the CNOR Commitment
will be used for Pipestone Energy's 2019 capital expenditure
program.
Closing of the Transaction is subject to
requisite approvals by the Blackbird shareholders at the Meeting,
by the Court of Queen's Bench of Alberta pursuant to the ABCA and
by the TSX Venture Exchange, and to satisfaction or waiver of all
other conditions to closing as provided in the amended and restated
arrangement agreement dated effective October 29, 2018 between
Blackbird and Pipestone Oil.
The Meeting
At the Meeting, the Blackbird shareholders will
vote upon special resolutions approving the Arrangement and related
matters (including a pre-Arrangement continuance of Blackbird to
Alberta).
The Meeting is scheduled to be held in the Royal
Room at the Metropolitan Conference Centre, 333 - 4th Avenue S.W.,
Calgary, Alberta on December 19, 2018 at 1:00 p.m. (Calgary time).
All Blackbird shareholders are encouraged to carefully review
the Circular and related materials in advance of the Meeting and to
ensure that, regardless of the number of shares held, their shares
are voted at the Meeting by following the proxy instructions
provided in the Circular. If you have questions or require
assistance with voting, you may contact our proxy solicitation
agent, Laurel Hill Advisory Group, at the coordinates set out
below.
Board Recommendation
The Blackbird board of directors has unanimously
approved the Transaction, determined that the Transaction is in the
best interest of Blackbird, and has recommended that the holders of
Blackbird Shares vote in favour of the Arrangement and related
matters at the Meeting. Each of Cormark Securities Inc., as lead
financial advisor, and BMO Capital Markets, financial advisors to
the Blackbird board of directors, has provided an opinion to the
board of directors to the effect that, as of October 29, 2018, and
subject to the assumptions, qualifications and limitations
contained in its opinion, the consideration to be received by the
Blackbird shareholders pursuant to the Arrangement is fair, from a
financial point of view, to the shareholders. Complete copies
of both fairness opinions are contained in the Circular.
All of the directors and officers of Blackbird,
as well as Blackbird's principal shareholder GMT Capital Corp.,
collectively holding approximately 17.2% of the outstanding
Blackbird shares, have entered into agreements with Pipestone Oil
pursuant to which they have agreed to vote their Blackbird shares
in favour of the Transaction.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
PROMPTLY
The Board of Directors of Blackbird
UNANIMOUSLY recommends that
Blackbird shareholders vote IN FAVOUR of
the Arrangement
How to Vote
Shareholders are encouraged to vote promptly
using the internet or by telephone or facsimile.
Registered Shareholders
Registered shareholders may attend the Meeting
and vote in person or by proxy using any of the following
methods:
- Internet – www.investorvote.com
- Telephone – 1-866-732-8683
- Facsimile – (416) 263-9524 or
1-866-249-7775
- Mail – Computershare Investor Services Inc.
(Attn: Proxy Department) at 100 University Avenue, 8th Floor,
Toronto, Ontario, Canada, M5J 2Y1
Beneficial Shareholders
Shareholders who hold shares of Blackbird
through a broker, bank or other intermediary will have different
voting instructions and should carefully follow the voting
instructions provided to them, including with respect to voting
online at www.proxyvote.com.
Shareholder Questions and Voting
Assistance
Laurel Hill Advisory GroupNorth American
Toll-Free: 1-877-452-7148Collect Call Outside North America:
416-304-0211Email: assistance@laurelhill.com
About BlackbirdBlackbird Energy Inc. is a highly
innovative oil and gas exploration and development company focused
on the condensate and liquids-rich Montney fairway at
Pipestone/Elmworth, near Grande Prairie, Alberta.
For more information, please view our Corporate
Presentation at www.blackbirdenergyinc.com or contact:
Blackbird Energy Inc.Garth BraunChairman, CEO,
and President(403) 500-5550gbraun@blackbirdenergyinc.com
Allan DixonManager, Business Development(403)
699-9929 Ext. 103adixon@blackbirdenergyinc.com
Advisories
Forward-Looking Statements –
This news release contains certain statements ("forward-looking
statements") that constitute forward-looking information within the
meaning of applicable Canadian securities laws. Forward-looking
statements relate to future results or events, are based upon
internal plans, intentions, expectations and beliefs, and are
subject to risks and uncertainties that may cause actual results or
events to differ materially from those indicated or suggested
therein. All statements other than statements of current or
historical fact constitute forward-looking statements.
Forward-looking statements are typically, but not always,
identified by words such as "anticipate", "continue", "estimate",
"expect", "intend", "may", "will", "should", "believe", "plan",
"objective", "potential" and similar or other expressions
indicating or suggesting future results or events.
Forward-looking statements are not promises of
future outcomes. There can be no assurance that the results or
events indicated or suggested by the forward-looking statements, or
the plans, intentions, expectations or beliefs contained therein or
upon which they are based, are correct or will in fact occur or be
realized (or if they do, what benefits the Company may derive
therefrom).
In particular, but without limiting the
foregoing, this news release contains forward-looking statements
pertaining to completion of the Transaction and the Financings.
With respect to the forward-looking statements
contained in this news release, Blackbird has assessed material
factors and made assumptions regarding, among other things: the
Company's ability to hold the Meeting as currently scheduled;
requisite shareholder support for the Arrangement and related
matters; satisfaction by CNOR LP and GMT of their respective
obligations in respect of the CNOR Commitment and the GMT Private
Placement, as applicable; closing of the debt portion of the
Financings in accordance with the terms and conditions proposed by
the new credit provider and accepted by the parties; the receipt of
all necessary court and regulatory approvals (including necessary
approvals from the TSX Venture Exchange); the likelihood of
satisfying all conditions to completion of the Arrangement and the
Financings; and the proposed use of the proceeds of the Financings
in respect of Pipestone Energy's capital expenditure program.
The forward-looking statements contained herein
reflect management's current views, but the assessments and
assumptions upon which they are based may prove to be incorrect.
Although Blackbird believes that its underlying assessments and
assumptions are reasonable based on currently available
information, undue reliance should not be placed on forward-looking
statements, which are inherently uncertain, depend upon the
accuracy of such assessments and assumptions, and are subject to
known and unknown risks, uncertainties and other factors, both
general and specific, many of which are beyond the Company's
control, that that may cause actual results or events to differ
materially from those indicated or suggested in the forward-looking
statements.
The forward-looking statements contained in this
news release are made as of the date hereof and Blackbird assumes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
unless required by applicable securities laws. All forward-looking
statements herein are expressly qualified by this advisory.
THE TSX VENTURE EXCHANGE INC. HAS
NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS
RELEASE. 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 press release.
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