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
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
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
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.
For further information:
For further information: R.W. Shepherd, President, Blackpool Exploration
Ltd., phone: (403) 266-0955, fax: (403) 266-1955, email firstname.lastname@example.org