CALGARY, ALBERTA–(Marketwired – Oct. 2, 2014) – Blackdog Resources Ltd. (TSX VENTURE:DOG) (“Blackdog” or the “Corporation“) is pleased to announce the completion of its previously announced non-brokered private placement for gross proceeds of $21 million (the “Private Placement“) and the appointment of its new management team (the “New Management Team“) and board of directors (the “New Board“).
Pursuant to the Private Placement, members of the New Management Team and the New Board, and other subscribers identified by the New Management Team, purchased: (i) 29,090,909 common units (“Common Units“) at a price of $0.11 per Common Unit; (ii) 25,000,000 flow through units (the “FT Units“) at a price of $0.13 per FT Unit; and (iii) 132,272,726 common shares (“Common Shares“) of Blackdog at a price of $0.11 per Common Share for aggregate gross proceeds of $21 million. Each Common Unit and FT Unit was 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 entitles 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 volume weighted average trading price of the Common Shares equaling or exceeding $0.22, $0.2937 and $0.3663, respectively.
The Common Shares (including the Common Shares comprising part of the Common Units and FT Units) and the Warrants, and the Common Shares issuable upon exercise of the Warrants, are subject to a four month hold period expiring on February 3, 2015.
Proceeds from the Private Placement will be used to reduce Blackdog’s indebtedness and for general corporate purposes.
Blackdog is also pleased to announce the appointment of the New Management Team and New Board in connection with the completion of the Private Placement. The New Management Team is led by Steven VanSickle, President and Chief Executive Officer, and includes 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. Blackdog’s board of directors is now comprised of James Bertram, Guy Grierson, Robert Hodgins and Steven VanSickle.
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. The New Management Team and a recapitalized Blackdog expects to focus on acquiring and consolidating Deep Basin and Peace River Arch area 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.
In connection with the completion of the Private Placement and the reconstitution of Blackdog’s board of directors and management, it is expected that shareholders of Blackdog will be asked to approve a change of the Corporation’s name to “StonePoint Energy Inc.” at the annual and special meeting of shareholders scheduled to be held on November 4, 2014.
As previously announced, Blackdog also confirms that subject to receipt of the requisite regulatory approvals, it intends to conduct a rights offering (the “Rights Offering“) by way of rights offering circular pursuant to which each shareholder as of the record date for the 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. Announcement of the Record Date and the mailing and filing of the Rights Offering circular is expected to occur sometime in October or early November.
FirstEnergy Capital Corp. and Haywood Securities Inc. acted as financial advisors to the New Management Team in connection with the recapitalization.
This news release includes forward-looking statements including statements concerning Blackdog’s and the New Management Team’s future plans and business strategy, the Rights Offering, the anticipated change of name of the Corporation and the anticipated use of the proceeds of the Private Placement. 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. Forward-looking statements are subject to a wide range of risks and uncertainties, and although Blackdog believes 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 approvals not being obtained, the ability to implement corporate strategies, 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, Blackdog does not 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.
Steven R. VanSickle
President and Chief Executive Officer
Blackdog Resources Ltd.
Vice President, Finance and Chief Financial Officer