Trading Symbol: KRM.P - TSX: V
CALGARY, Dec. 31 /CNW/ - Further to the announcements on September 15, 2009, October 30, 2009 and November 30, 2009, Blacksteel Energy Inc.(formerly Chrome Capital Inc.), (the "Corporation") is pleased to announce that it completed the previously announced qualifying transaction (the "Qualifying Transaction") pursuant to which Blacksteel Oil Sands Inc. ("Predecessor Oil Sands") amalgamated with 1495021 Alberta Ltd., a wholly-owned subsidiary of the Corporation under the name Blacksteel Oil Sands Inc. ("Blacksteel Oil Sands"). Concurrently with the closing of the Qualifying Transaction, the shares of Corporation were consolidated on the basis of five old shares for one new share of the Corporation and the Corporation changed its name from Chrome Capital Inc. to Blacksteel Energy Inc., both of which changes were approved by the shareholders of the Corporation at a special meeting of shareholders held on November 2, 2009. Shareholders of Predecessor Oil Sands were issued 15,234,029 common shares of the Corporation, which resulted in a reverse take-over of the Corporation. Following completion of the Qualifying Transaction and subject to final TSX Venture Exchange (the "Exchange") acceptance, the Corporation will operate as a Tier 2 Oil and Gas Issuer listed on the Exchange and the trading symbol of the Corporation will change from KRM.P to BEY.
The Corporation is also pleased to announce that it has closed the private placement (the "Private Placement") financing that was a condition of closing the Qualifying Transaction resulting in aggregate gross proceeds of $1,702,299.55. As previously announced, the parties had negotiated a minimum private placement of $2.1 million. However, on December 22, 2009, the Exchange approved a new minimum private placement of $1.695 million. The Private Placement consisted of an aggregate of 2,707,000 common shares of the Corporation issued at a price of $0.50 per share and 634,181 common shares of Predecessor Oil Sands issued on a "flow-through" basis at a price of $0.55 per share. There will be a hold period for the 2,707,000 common shares of the Corporation issued in the Private Placement during which these shareholders may not sell their shares. This hold period will expire on April 24, 2010. Following completion of the Qualifying Transaction and the Private Placement there will be 18,988,810 common shares of the Corporation issued and outstanding.
A finder's fee consisting of $169,679.95 and 266,494 broker warrants exercisable at a price of $0.50 per broker warrant for a period of two years following the closing of the Private Placement was paid to arm's length third parties of each of the Corporation and Predecessor Oil Sands on that portion of the gross proceeds raised by the finder.
The Corporation is now proceeding to satisfy all regulatory requirements necessary to complete the Qualifying Transaction. As previously announced on November 30, 2009, the Exchange has conditionally approved the Qualifying Transaction. The trading of the Corporation's common shares had been suspended pending closing of the Qualifying Transaction and the issuance by the Exchange of the final Exchange Bulletin. Assuming final acceptance of the Qualifying Transaction by the Exchange, it is anticipated that trading will be reinstated under trading symbol BEY during the week of January 4, 2010.
The directors and officers of the Corporation are:
Walter Wakula - Chairman of the Board
Jacques Soroka - President, Chief Executive Officer and Director
Robert Leslie - Director
Chris Scase - Director
Steve Strawson - Director
Anna Lentz - Chief Financial Officer and Corporate Secretary
The Corporation further announces that concurrently with the closing of the Qualifying Transaction, the Corporation completed a vertical short form amalgamation with its wholly-owned subsidiary, Blacksteel Oil Sands. Pursuant to the amalgamation, all of the issued and outstanding shares of Blacksteel Oil Sands have been cancelled and the assets, obligations and liabilities of Blacksteel Oil Sands have been assumed by the Corporation. No securities of the Corporation have been issued in connection with the amalgamation and the share capital of the Corporation remains the same.
The amalgamation of the Corporation and Blacksteel Oil Sands was undertaken in order to simplify the corporate structure of the Corporation and to reduce accounting and other administrative costs. The amalgamation will not have any significant effect on the business and operations of the Corporation.
Blacksteel Energy Inc. is a junior oil and gas company focused primarily on oil sands development. Its principal business activity is the exploration, exploitation, development and production of petroleum and natural gas resources in the Western Canadian Sedimentary Basin. The Corporation has a 100% working interest in 22 sections (14,080 acres) of Crown oil sands leases in the Peace River area of northern Alberta and a working interest in a natural gas producing property in Grassland, Alberta, approximately 180 km north of Edmonton, Alberta.
ON BEHALF OF THE BOARD OF DIRECTORS OF
BLACKSTEEL ENERGY INC.
Walter Wakula, Chairman of the Board
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.
Advisory Regarding Forward Looking Statements
This press release contains forward-looking statements which include, but are not limited to: timing of the final approval from the TSX Venture Exchange and expectations as to the commencement of trading of the Corporation's shares, evaluations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. Results of the Corporation, the final approval from the TSX Venture Exchange, the commencement of trading of the Corporation's shares and carrying out the other matters contained in this press release may be affected by a variety of variables and risks, as a consequence, actual results could differ materially from those anticipated or implied in the forward-looking statements.
The Corporation's forward-looking statements are expressly qualified in their entirety by this cautionary statement and are made as of the date of this new release. Unless otherwise required by applicable securities laws, the Corporation does not intend nor does it undertake any obligation to update or review any forward-looking statements to reflect subsequent information, event, results or circumstances or otherwise.
SOURCE BLACKSTEEL ENERGY INC.
For further information: For further information: Jacques Soroka, President, CEO and Director, Blacksteel Energy Inc., (formerly Chrome Capital Inc.), Phone: (403) 453-0060