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CALGARY, Alberta, Nov. 26, 2018 (GLOBE NEWSWIRE) — (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 Group
North American Toll-Free: 1-877-452-7148
Collect Call Outside North America: 416-304-0211
Email: [email protected]
About Blackbird
Blackbird 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.
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