CALGARY, July 5, 2012 /CNW/ - Bowood Energy Inc. ("Bowood" or the "Company") (TSXV: BWD) and Legacy
Oil + Gas Inc. ("Legacy") (TSX:LEG) 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.
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
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
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.
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
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.
SOURCE Legacy Oil + Gas Inc.
For further information:
Trent J. Yanko, P.Eng.
President + CEO
Vice President, Finance + CFO
4400, 525 - 8th Avenue S.W.
Calgary, AB T2P 1G1