WesCan Energy Corp. press release
Joint Press Release - Blackpool Exploration Ltd. and Westbow Energy Inc.
TSXV - TSX Venture Exchange · Oil · Natural Gas · Natural Gas Liquids · Canada
CALGARY, Sept. 25 /CNW/ - Blackpool Exploration Ltd. ("Blackpool"), an oil and gas company listed on the TSX Venture Exchange ("TSXV") and Westbow Energy Inc., an oil and gas company also listed on the TSXV are pleased to announce that they have entered into a Letter of Intent dated September 21, 2007 pursuant to which Blackpool and Westbow propose to merge, either by way of amalgamation or plan of arrangement, to form a new combined entity ("Amalco").
The Letter of Intent contemplates the exchange of shares of Blackpool and Westbow for shares of Amalco. Based on preliminary evaluation by management of Blackpool and Westbow, it is estimated that the exchange ratios for the proposed transaction would be one (1) share of Amalco for each one (1) Westbow share, and forty-six one hundredths (0.46) of one share of Amalco for each one (1) Blackpool share. This ratio is based on a current net asset value of $0.70/share for Westbow and $0.32/share for Blackpool.
The proposed merger is subject to and conditional upon the following conditions precedent:
1. Westbow will have raised a minimum of $2,400,000 of net proceeds from its current debenture issue.
2. Blackpool will have reduced its net debt to a maximum of $4,100,000.
3. The directors and officers of Blackpool and Westbow will have entered into lockup agreements in which they will agree to vote their respective shares in favour of the merger.
4. Blackpool and Westbow shall have entered into a formal business combination agreement.
5. The TSXV shall have approved and consented to the proposed merger.
6. The shareholders of both Blackpool and Westbow shall have approved the merger and adopted the formal business combination agreement by a special majority of no less than 2/3 of the votes cast at a special shareholders meeting of each company.
It is expected that the Board of Directors of Amalco will include equal representation from both Blackpool and Westbow. It is not anticipated that the Board of Amalco will include individuals other than existing directors of Blackpool and Westbow.
Upon completion of the merger, it is estimated that the combined production of Amalco would be approximately 250 boe/day and that the total assets of Amalco would have a value of approximately $20,000,000.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Blackpool and Westbow should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.