CALGARY, ALBERTA–(Marketwired – Sept. 10, 2014) – Blackdog Resources Ltd. (“Blackdog” or the “Corporation“) (TSX VENTURE:DOG) is pleased to announce that it has entered into a definitive reorganization and investment agreement (the “Agreement“) with Steven VanSickle, David Summers, Aaron Grandberg, David Cymbalisty, David Pyke, George Ardies and Tom Park (the “Initial Investor Group“), which provides for: (i) a non-brokered private placement for gross proceeds of up to $21.0 million (the “Private Placement“); (ii) the appointment of a new management team (the “New Management Team“) and a new board of directors of Blackdog (the “New Board“); and (iii) subject to regulatory approval, a rights offering (the “Rights Offering“) to current holders of common shares (“Common Shares“) of Blackdog (collectively, the “Transaction“). Completion of the Transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange (the “TSXV“). Upon completion of the Transaction, it is anticipated that the shareholders of Blackdog will be asked to approve a change of the Corporation’s name to “StonePoint Energy Inc.”.
Trading of the Common Shares on the TSXV is currently halted on a voluntary basis but is expected to recommence at the opening of markets on Thursday, September 11, 2014.
New Management Team and New Board of Directors
The New Management Team will be led by Steven VanSickle, President and Chief Executive Officer, Aaron Grandberg, Vice President, Finance and Chief Financial Officer, David Summers, Chief Operating Officer, David Pyke, Vice President, Land and Contracts, George Ardies, Vice President, Exploration, David Cymbalisty, Vice President, Engineering and Production and Tom Park, Vice President, Marketing and Corporate Planning.
Upon closing of the Transaction, the New Board will be comprised of James V. Bertram, Guy Grierson, Robert Hodgins, Steven VanSickle and a fifth director to be determined by members of the New Board and the New Management Team.
New Management Team
The New Management Team has over 185 years of combined experience in all facets of the oil and gas industry and has established a solid track record of creating value in oil and gas companies through an integrated strategy of acquiring, exploiting and exploring.
The majority of the New Management Team have worked together for the past decade, most recently in executive roles with Santonia Energy Inc. (“Santonia Energy“), a public oil and gas exploration company that was sold to Tourmaline Oil Corp. (“Tourmaline“) in April 2014. Prior executive experience also includes Fairborne Energy Ltd. (“Fairborne Energy“), Pan East Petroleum and Canadian Midstream Services Ltd. (“Canadian Midstream“).
The New Management Team intends to apply its past experience to grow the recapitalized Blackdog through a combination of organic growth and strategic acquisitions in the Deep Basin and Peace River Arch areas targeting assets that provide low well cost, bypassed pay and multi-zone stacked play opportunities.
Steven VanSickle, President and Chief Executive Officer
Mr. VanSickle has 28+ years of industry experience in exploration, production, strategic planning and portfolio management. He was one of the co-founders of Canadian Midstream and Fairborne Energy. He was President and CEO of Fairborne Energy and Santonia Energy since 2005 until its acquisition by Tourmaline. Prior to Fairborne Energy, he was VP Business Development with Canadian Midstream and Duke Energy Field Services. He also currently serves as a Director with Canbriam Energy Inc. Mr. VanSickle received his B.Sc. in Geology from McMaster University in 1986.
Aaron Grandberg, Vice President, Finance and Chief Financial Officer
Mr. Grandberg has 20+ years of experience in the oil & gas sector and was the Chief Financial Officer of Fairborne Energy and Santonia Energy since 2005 until its acquisition by Tourmaline. Prior to Fairborne Energy, he held progressively senior roles with NAL Oil and Gas Trust. Mr. Grandberg graduated from the University of Saskatchewan in 1993 with a Bachelor of Commerce degree and obtained his Chartered Accountant designation in 1998. He is a Member of the Institute of Chartered Accounts of Alberta (ICAA) and the Canadian Institute of Chartered Accountants (CICA).
David Summers, Chief Operating Officer
Mr. Summers has 31+ years of extensive and varied industry experience in Canada and internationally. He was one of the Co-founders of Canadian Midstream and Fairborne Energy. He was the Chief Operating Officer with Fairborne Energy and Santonia Energy since 2002 until its acquisition by Tourmaline. Prior to Fairborne Energy he was Chief Operating Officer with Pan East Petroleum, Canadian Midstream, and Senior Vice President with Duke Energy Field Services. Mr. Summers graduated from the University of Saskatchewan in 1983 with a B.Sc. in Mechanical Engineering. Mr. Summers is a member the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and the Canadian Gas Processors Association (CGPA).
David Cymbalisty, Vice President, Engineering and Production
Mr. Cymbalisty has 29+ years of experience in all aspects of engineering and operations. He was Vice President, Engineering with Fairborne Energy and Santonia Energy since 2004 until its acquisition by Tourmaline. Prior to Fairborne Energy he was Vice-President, Engineering and Chief Environmental Safety Officer for Pivotal Energy Ltd., President of Pan Ridge Oil Corp., and Vice-President, Operations at Ionic Energy Inc. Mr. Cymbalisty holds a B.Sc in Geological Engineering from the University of Manitoba (1985). He is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA).
David Pyke, Vice President, Land and Contracts
Mr. Pyke has 36+ years of experience in Business Development, Land and Contracts. He was the Vice-President of Land and Contracts for Fairborne Energy and Santonia Energy since 2003 until its acquisition by Tourmaline, a position he formerly held with Pivotal Energy Ltd. and Cigar Oil & Gas Ltd. until completion of the arrangement between Fairborne Energy and Pivotal in July, 2003. Prior to that he was Vice-President, Land Contracts for Barrington Petroleum Ltd and Vice-President of Business Development of AEC Oil & Gas Ltd. Mr. Pyke is a graduate of the University of Calgary where he received his B.A. in Economics in 1978. He is a member of the Canadian Association of Petroleum Landmen (CAPL).
George Ardies, Vice President, Exploration
Mr. Ardies has over 20 years geological and management experience in Western Canada. He was the Vice-President, Exploration at Santonia Energy until its acquisition by Tourmaline. Mr. Ardies began his career at PanCanadian Petroleum, which was subsequently merged with AEC, resulting in the creation of Encana Corporation. His role at Encana included the exploration of new resource plays in Alberta in their Canadian New Ventures group. Mr. Ardies has held senior roles with Suncor Energy, Dorian Energy and Angle Energy. Mr. Ardies received a B.Sc. in geology at Concordia University in 1995 and also holds a M.Sc. in petroleum geology at Queen’s University. Mr. Ardies is a member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA) and the Canadian Society of Petroleum Geologists (CSPG)
Tom Park, Vice President, Marketing and Corporate Planning
Mr. Park has 21+ years of marketing, trading, logistics, business development and planning experience. He was Vice-President, Marketing with Fairborne Energy and Santonia Energy since 2005 until its acquisition by Tourmaline. Prior to Fairborne Energy, he was with BP Gas & Power, Direct Energy Marketing and Berkley Petroleum with experience gained in transporting, pricing and financial products across Canada and the United States. Mr. Park received his Bachelor of Commerce degree from the University of Calgary in 1993.
New Board of Directors
Upon closing of the Transaction, the New Board will be comprised of Jim Bertram, Guy Grierson, Robert Hodgins, Steven VanSickle and a fifth director to be determined by members of the new board and the New Management Team.
The members of the New Board have strong track records and distinguished careers in both the oil and gas industry and capital markets and have held prominent lead positions within a range of successful companies. Their combined experience and expertise will provide the New Management Team with invaluable advice, guidance and mentorship.
James V. Bertram
Mr. Bertram has been the Chief Executive Officer of Keyera Corp. since 1998 and was previously employed at Gulf Canada as Vice President – Marketing for worldwide operations. Prior to joining Gulf Canada, he was Vice President – Marketing of Amerada Hess Canada Ltd. Mr. Bertram is also a director of Legacy Oil & Gas Inc.
Mr. Grierson is experienced in managing several private E&P oil and gas companies. He has served as President of Leland Energy Ltd. (1999-2001), Watford Energy Ltd. (2000-2001), and Markwest Hydrocarbons Inc. (2001-2002) and has been CEO of B&G Energy Ltd. since 2002. His prior experience includes 14 years at Chevron Canada Resources (1982-1996) where he worked as a geologist, with formal cross-training in geophysics, including several roles in management. He spent three years with Kaiser-Francis Oil Co. (1996-1999) in Tulsa Oklahoma, developing projects in Canada and Texas. He currently serves on the Board of Directors of Corex Resources Ltd. Mr. Grierson graduated from Brandon University where he earned Bachelor degrees in Geology, Computer Science and Mathematics
Mr. Hodgins currently serves on the Board of Directors of AltaGas Ltd., Enerplus Corporation, MEG Energy Corp., Contact Exploration Inc. and Cub Energy Inc. From 2002 to 2004, he served as the Chief Financial Officer of Pengrowth Energy Trust. Beginning in 1998, he was Vice President and Treasurer of Canadian Pacific Limited. Prior to that he was the Chief Financial Officer of TransCanada Pipelines Limited from 1993 to 1998 and held various other senior positions at TransCanada commencing in 1981. Mr. Hodgins holds a Bachelor of Arts in Business from the Richard Ivey School of Business and is a Chartered Accountant (Ontario and Alberta).
In addition to Steven VanSickle who will serve as a board member and President and Chief Executive Officer of StonePoint, the New Management team is actively pursuing a fourth independent board member and has currently identified a number of potential candidates.
The New Management Team has extensive experience in creating shareholder value through a focused business plan and believes the current market environment provides an excellent opportunity to reposition Blackdog as a high growth junior oil and gas company. Following the closing of the Transaction, the recapitalized Blackdog plans to focus on assets in the Deep Basin and Peace River Arch (“PRA“) areas of Western Canada. The New Management Team’s experience and track record of creating value in these areas are suited to its strategy of acquiring under-developed and undercapitalized assets and maximizing their production and reserves value. The New Management Team believes there are numerous producers looking to monetize non-core assets to redirect capital expenditures into single-zone resource plays. Following the completion of the Transaction, the New Management Team expects to focus on acquiring and consolidating Deep Basin and PRA assets and developing these multi-zone stacked plays utilizing recent improvements in drilling and completions technology. In addition, the New Management Team expects to further enhance returns by optimizing production and reducing operating costs across all acquired assets.
Upon completion of the Transaction, Blackdog is expected to have positive net working capital of approximately $18 million (assuming the Private Placement is fully subscribed and assuming the exercise of all Rights issued in connection with the Rights Offering (as such terms are defined below)). The New Management Team believes that this starting point will provide them with a platform for aggressive growth through strategic acquisitions and internally generated prospects.
Upon completion of the Transaction and subject to all regulatory and shareholder approvals, it is also anticipated that Blackdog’s name will be changed to “StonePoint Energy Inc.”.
Pursuant to the Private Placement, the New Management Team and New Board, together with additional subscribers identified by the New Management Team, will subscribe for approximately 29,545,455 common units (“Common Units“) of Blackdog at a price of $0.11 per Common Unit; approximately 25,000,000 flow through units (the “FT Units“) of Blackdog at a price of $0.13 per FT Unit; and up to 131,818,182 Common Shares at a price of $0.11 per Common Share for aggregate gross proceeds of up to $21.0 million. Each Common Unit and FT Unit will be comprised of one Common Share and one Common Share purchase warrant (a “Warrant“) with the Common Shares comprising part of the FT Units being issued on a “flow-through” basis under the Income Tax Act (Canada). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.14 for a period of five years. The Warrants will vest and become exercisable in tranches of one-third upon the 20-day weighted average trading price of the Common Shares (the “Market Price“) equaling or exceeding $0.22, $0.2937 and $0.3663, respectively.
The Private Placement is expected to close in one or more tranches in late September or early October, 2014, immediately following which the current board of directors and management team of Blackdog will resign and the New Board and New Management Team will be appointed.
Proceeds from the Private Placement will be used to reduce Blackdog’s indebtedness and for general corporate purposes.
Upon completion of the Private Placement and subject to receipt of the requisite regulatory approvals, current Blackdog shareholders will be entitled to participate in the Rights Offering, which is expected to be conducted by way of a Rights Offering Circular. Pursuant to the Rights Offering, each shareholder as of the record date for such offering (the “Record Date“) will be issued one right (“Right“) for each Common Share held on the Record Date, entitling that holder to purchase one (1) Common Share for every five (5) Rights held at a price of $0.11 per Common Share on or before the expiry time of the Rights, following which all outstanding Rights shall terminate and expire. Subscribers under the Private Placement will not be entitled to participate in the Rights Offering with respect to any Common Shares acquired pursuant to the Private Placement, or any Common Shares acquired on the exercise of any Warrants acquired pursuant to the Private Placement.
Shareholder and Stock Exchange Approvals
There are currently 27,166,212 Common Shares issued and outstanding. Upon completion of the Private Placement and the Rights Offering (assuming the Private Placement is fully subscribed and the Rights are fully exercised), there will be approximately 218,963,091 Common Shares outstanding, and assuming the exercise of all Warrants issued in connection with the Private Placement, there will be approximately 273,508,545 Common Shares outstanding.
Completion of the Transaction is subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV and shareholder approval. Under the policies of the TSXV, the completion of the Private Placement is subject to the approval of the shareholders of Blackdog as the completion of the Private Placement will be deemed by the TSXV to have resulted in the creation of a new “control person” under the policies of the TSXV. In addition, the appointment of the New Management Team and New Board is subject to shareholder approval under the policies of the TSXV. The required disinterested shareholder approval has been obtained by Blackdog by receipt of written consents by holders of more than 50% of the issued and outstanding Common Shares.
Blackdog has a credit facility in place for general operating purposes which is fully drawn and of which $1,967,517.81, plus accruing interest, fees, and expenses is owed thereunder. On July 23, 2014, Blackdog was notified by its lender of a default under this credit facility for ongoing breaches of its financial covenants under the loan agreement and was issued a demand for payment. Subsequent to the demand for payment Blackdog and its lender negotiated and entered into a forbearance agreement dated as of August 18, 2014, whereby Blackdog’s lender agreed, on the terms and conditions set forth therein, to forbear from exercising its enforcement rights under the loan agreement until April 30, 2015.
Board of Directors’ Approval
The current board of directors of Blackdog has unanimously determined that the transactions contemplated by the Agreement are in the best interests of the shareholders of Blackdog, has approved the Agreement and such transactions and recommended that Blackdog’s shareholders approve the Agreement and the Transaction and execute the Written Consent.
Current directors and officers of Blackdog and certain other shareholders, who, in aggregate, own, directly or indirectly or exercise control or direction over greater than 50% of the Common Shares, have entered into support agreements pursuant to which they have executed the Written Consent and have otherwise agreed to support the Transaction.
The Agreement contains a number of customary representations, warranties and conditions. The complete Agreement will be accessible on Blackdog’ s SEDAR profile at www.sedar.com.
FirstEnergy Capital Corp. and Haywood Securities Inc. are acting as financial advisors to the New Management Team
Blackdog Resources Ltd. is a Calgary, Alberta based company engaged in the oil and gas exploration and development industry. The Corporation’s Common Shares are listed on the TSXV under the trading symbol “DOG”.
This news release includes forward-looking statements including the future plans and operations of Blackdog following completion of the Transaction, statements concerning the completion of the Transaction, the number and type of securities anticipated to be issued pursuant to the Private Placement and the Rights Offering,, the anticipated change of name of the Corporation, the anticipated use of the proceeds of the Private Placement and the net cash position of Blackdog following completion of the Transaction.
Words such as “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions identify forward-looking statements.
The forward-looking statements are founded on the basis of expectations and assumptions made by Blackdog and the New Management Team which include, but are not limited to, the timing of the receipt of the required regulatory and third party approvals, participation in the Private Placement and Rights Offering, the anticipated use of proceeds of the Private Placement, the future operations of and transactions completed by Blackdog as well as the satisfaction of other conditions pertaining to the completion of the Transaction.
Forward-looking statements are subject to a wide range of risks and uncertainties, and although Blackdog and the New Management Team believe that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized.
Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, regulatory and third party approvals not being obtained in the manner or timing set forth in the Agreement, the ability to implement corporate strategies, the state of domestic capital markets, the ability to obtain financing, changes in general market conditions and other factors more fully described from time to time in the reports and filings made by Blackdog with securities regulatory authorities.
Except as required by applicable laws, neither Blackdog nor the New Management Team undertake any obligation to publicly update or revise any forward-looking statements.
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 news release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Blackdog Resources Ltd.
President & CEO
email@example.comInitial Investor Group
Steven R. VanSickle
Initial Investor Group