NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS
Blackhawk Resource Corp. ("Blackhawk") (TSX VENTURE:BLR) is pleased to announce
that, following a period of negotiations, it has entered into a letter of intent
dated as of March 28, 2011 (the "Letter of Intent") which contemplates an arm's
length business combination with Perfco International Energy Inc. ("Perfco"), a
private Alberta company, based in Calgary, and engaged in oil and gas
exploration in Vietnam.
Perfco is in the final stages of negotiation in relation to the acquisition of a
70% interest in Block 21, located in the Nam Con Son Basin, offshore Vietnam.
Perfco's working interest partner in Block 21 will be PetroVietnam Exploration
and Production Corporation ("PetroVietnam") for the remaining 30%. The block
covers an area of 1,131,742 acres. Perfco has completed negotiations with
PetroVietnam with respect to the work and financial commitments associated with
the signing of Block 21, and is awaiting Government approval in relation to the
granting of the block. Upon obtaining Government approval, Perfco will finalize
a production sharing contract (the "PSC") in respect of its interest in Block
21.
With steady and consistent growth annually and a population of more than 88
million, Vietnam is an attractive market for upstream and downstream operations.
Substantially all of Vietnam's oil reserves are located in offshore fields, the
largest of which is Bach Ho. Vietnam produces an average of 350,000 barrels of
crude oil per day. Vietnam's oil sector is dominated by the state-owned Vietnam
Oil & Gas Corporation, which is under the control of the Ministry of Industry.
PetroVietnam has formed partnerships with other international oil companies
including BP, ConocoPhillips, Korea National Oil Corporation (KNOC), Malaysia's
Petronas, Nippon Oil (Japan) and Talisman. Amendments to Vietnam's Petroleum Law
have paved the way for a more open and transparent licensing process for
international investors. PetroVietnam is of the view that these blocks hold in
excess of 5 billion barrels of oil equivalent. Vietnam has completed the
development of the country's first refinery at Dung Quat.
The entity resulting from the completion of the business combination (the
"Combined Entity") will have an experienced management team and board of
directors to execute a fully-funded capital program on an inventory of drilling
opportunities on Block 21, offshore Vietnam. The business combination is
expected to provide the resources necessary for growth of Perfco's interest in
Block 21. Perfco's growth strategy is to focus on expanding its core operations
in Vietnam and drill exploration wells identified in Vietnam on Block 21.
Upon completion of the business combination, the Combined Entity is expected to
be classified as an Oil & Gas Issuer under the policies of the TSX Venture
Exchange and would focus on expanding Perfco's core operations in Vietnam. The
Combined Entity is expected to have cash in excess of $35.0 million, including
proceeds from the Offering discussed below. Further information regarding the
Combined Entity will be disseminated in a subsequent news release as soon as
further details are available regarding the definitive terms of the business
combination.
Oil and Gas Information
Perfco's resource information is summarized in the tables below and is taken
from an evaluation dated effective December 31, 2010, prepared by Sproule
Associates Limited (the "Sproule Report"). The Sproule Report consists of an
evaluation of the gross risked and unrisked undiscovered petroleum
initially-in-place and prospective resources estimated to be associated with
five prospects and one lead identified on Block 21. The Sproule Report has been
prepared using assumptions and methodology guidelines outlined in the Canadian
Oil and Gas Evaluation Handbook and in accordance with National Instrument
51-101 - Standards of Disclosure for Oil and Gas Activities.
Gross Unrisked Undiscovered Petroleum Initially-In-Place and Prospective
Resources for Block 21, Nam Con Son Basin, Offshore Vietnam as at December
31, 2010
----------------------------------------------------------------------------
Best High Mean
Low Esimate Estimate Estimate Estimate
Resource Category (P90 MMbbl) (P50 MMbbl) (P10 MMbbl) (MMbbl)
-----------------------------------------------------
Undiscovered Petroleum
Initially-In-Place
(unrisked) 815 1673 3499 1997
Prospective Resources
(unrisked) 181 403 907 494
Gross Risked Undiscovered Petroleum Initially-In-Place and Prospective
Resources for Block 21, Nam Con Son Basin, Offshore Vietnam as at December
31, 2010
----------------------------------------------------------------------------
Resource Category Mean Estimate (MMbbl)
-----------------------
Undiscovered Petroleum Initially-In-Place (Risked for
Geological Chance of Success) 419
Prospective Resources (Risked for Geological Chance
of Success) 104
Undiscovered petroleum initially-in-place (equivalent to undiscovered resources)
is that quantity of petroleum estimated, on a given date, to be contained in
accumulations yet to be discovered.
Prospective resources are those quantities of petroleum estimated, as of a given
date, to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective resources have both an
associated chance of discovery and a chance of development. Prospective
resources are further subdivided in accordance with the level of uncertainty
associated with recoverable estimates assuming their discovery and development
and may be subclassified based on project maturity.
The prospects evaluated in the Sproule Report have been assumed to contain light
oil; however, there is a possibility that some or all of the structures contain
gas and or gas with condensate. The resource estimates provided herein are
estimates only and there is no guarantee that the estimated resources will be
recovered. The Sproule Report includes a number of assumptions made by either
Sproule or Perfco as at the date of the report relating to factors such as
initial estimated ultimate recoveries, timing and amount of capital
expenditures, marketability of production, future prices of commodities,
operating costs, well abandonment and salvage values, royalties and other
government levies that may be imposed during the producing life of the reserves.
Many of these assumptions are subject to change and are beyond the control of
Perfco. There is no certainty that any portion of the resources will be
discovered. If discovered, there is no certainty that it will be commercially
viable to produce any portion of the resources.
Proposed Directors and Officers
The New Management brings a long and successful track record in the
international and Canadian oil and gas sectors. This experience spans all areas
of the upstream oil and gas business, including conventional and unconventional
resource plays and operational success in numerous countries worldwide. The New
Management has demonstrated operational expertise and helped build international
oil and gas organizations. The New Directors have strong track records in the
oil and gas industry. The New Directors have held executive and director
positions with a number of successful companies with operations in numerous
countries worldwide. The Combined Entity will have a new management team led by
Roger Tang as President and Chief Executive Officer, Kurt Musch as Vice
President, Finance and Chief Financial Officer, Allan Carswell as Vice
President, Exploration, Max Wei as Vice President, Operations, and Sony Gill as
Corporate Secretary, and a new board of directors comprised of Roger Tang
(Chairman), Walter Dawson, Dana Coffield, Reginald Greenslade and Dave Antony.
Roger Tang Mr. Tang has over 25 years of oil and gas
President & CEO, experience. From 1985 to 1989, Mr. Tang was employed
Director and Chairman by Texaco Canada Resources Ltd., a subsidiary of
Texaco Inc., where he was responsible for capital
budgets and exploration programs for the Northern
Alberta Group. At Texaco, Mr. Tang was credited for
his efforts in two major oil and gas discoveries and
was named Texaco Explorationist of the Year in 1988.
In 1989, Mr. Tang served as a member of the
Exploration Synergy Team, responsible for designing
a future exploration program for the combined
ESSO/Texaco organization. From 1990 to 1994, Mr.
Tang was employed and joint ventured with Morrison
Petroleum Ltd., where he made a number of commercial
discoveries, one of which was reported by the Oil
Week Journal as the second largest oil deposit of
the decade in Canada. Mr. Tang was the Vice
President and a director of Tri-Ex Oil and Gas Ltd.
from 1995 to 1998. From 1998 to 2000, Mr. Tang was
the Chairman and CEO of Action Energy Ltd., prior to
its sale to EOG Canada. From 2001 to 2009, Mr. Tang
was the Chairman, President and CEO of Action Energy
Inc. Mr. Tang served as a member of the Council of
Energy Advisors of the Gerson Lehrman Group from
2001 to 2003, a leading energy and power research
group based in New York. Mr. Tang received his M.Sc.
degree (SIGMA XI, Distinction) in Geosciences from
the University of Manitoba in 1985.
Allan Carswell Mr. Carswell has over 25 years of exploration
Vice President, experience in the oil and gas industry. From 2005 to
Exploration 2010, Mr. Carswell was the Director of Exploration
for Madalena Ventures Ltd. During that period he
managed both their international properties (Tunisia
and Argentina) and their domestic properties. Prior
to joining Madalena, Allan was Vice President of
Exploration with Era Oil and Gas a successful
private Canadian exploration company. From 1999 to
2002, Allan was a founding member of Highpine Oil
and Gas and held the position of Senior
Explorationist and earlier at Morrison Petroleum as
an Explorationist. Allan started his career with
Texaco Canada Resources where he was Area Supervisor
for Offshore Eastern Canada. Allan has published or
presented over 20 papers on subjects ranging from
Radon transforms to the geology of Georges Bank.
Allan graduated from the University of Manitoba in
1983 with a First Class Honors BSc in Geophysics and
in 1985 with a MSc also in geophysics.
Kurt Musch Mr. Musch has 18 years of accounting experience in a
Vice President, wide variety of oil and gas companies. Prior to
Finance and Chief joining Perfco, Mr. Musch held senior positions with
Financial Officer Quicksilver Resources Canada Inc., Rangeland
Pipeline Partnership, and Sherritt International.
Mr. Musch holds a Bachelor of Commerce degree from
the University of Alberta and a CMA designation. Mr.
Musch has also had his own consulting practice and
held various accounting related positions with
Talisman Energy and Fletcher Challenge.
Max Wei Mr. Wei has a broad experience in reservoir
Vice President, engineering and project management in Canada, the
Operations United States, Qatar, Bahrain, Oman, Kuwait, Egypt,
Yemen, Pakistan, Bangladesh Russia, Netherlands,
Philippines, Malaysia, Venezuela and Ecuador, among
other countries. His career includes positions with
Shell Canada, Imperial Oil, Bechtel Occidental
Petroleum and Marathon Canada. He was most recently
with EnCana Corporation as Team Leader for Qatar and
Bahrain operations and he completed a project
management position with Petronas in Malaysia before
joining Gran Tierra Energy in May 2005. From 2005 to
2009, Mr. Wei was the Vice President, Operations at
Gran Tierra Energy. Mr. Wei is a registered
Professional Engineer in the State of California and
a member of the Association of Professional
Engineers Geologists and Geophysicists of Alberta.
Mr. Wei has a BSc in Petroleum Engineering from the
University of Alberta and Certification in Petroleum
Engineering from Southern Alberta Institute of
Technology.
Sony Gill, Corporate Mr. Gill is a partner in the Calgary office of the
Secretary law firm of McCarthy Tetrault LLP. Mr. Gill has
dealt with all aspects of a public and private
company's creation, growth, restructuring and value
maximization. He has extensive experience in the
negotiation, structuring and documentation of a
broad range of corporate finance, securities and M&A
transactions, including public offerings, private
placements, debt financings, recapitalizations, tax
motivated restructurings, takeover bids, reverse
takeovers, asset and share transactions, plans of
arrangement, stock exchange listings and other forms
of business combination and corporate activity. Mr.
Gill is currently the Corporate Secretary of Spartan
Exploration Ltd., Hyperion Exploration Corp.,
Seaview Energy Inc., Online Energy Inc. and Invicta
Energy Corp., all publicly traded entities listed on
the Toronto Stock Exchange or the TSX Venture
Exchange. Mr. Gill received his Bachelor of Arts
Degree in Economics (with distinction) from the
University of Calgary in 1993 and his Bachelor of
Laws Degree from the University of Alberta in 2000.
He was called to the Alberta bar in 2001. Mr. Gill
is a member of the Law Society of Alberta, the
Canadian Bar Association and the Calgary Bar
Association.
Walter Dawson Mr. Dawson has worked and been the leader of
Director corporations in the oil service industry for over 40
years. Mr. Dawson is the Chairman and CEO of Tuscany
International Drilling Inc., a public oilfield
services company listed on the Toronto Stock
Exchange. Mr. Dawson was the founder of Saxon Energy
Services Inc. ("Saxon"), an international oilfield
services company which was a publicly traded company
from 2001. Mr. Dawson was Chairman of the board of
directors of Saxon, prior to its acquisition in 2008
by Schlumberger Oilfield Holdings Limited and
private equity investor, First Reserve, in a
transaction valued at approximately $700 million. In
1993 Mr. Dawson founded what became known as Enserco
Energy Services Company Inc., formerly Bonus
Resource Services Corp. Enserco entered the well
servicing businesses through the acquisition of over
26 independent Canadian service rig operators. Prior
to his time at Saxon and Enserco, Mr. Dawson served
for 19 years as President, Chief Executive Officer
and a director of Computalog Ltd., which is now an
operating division of Weatherford. Computalog's
primary businesses were oil and gas logging,
perforating, directional drilling and fishing tools.
While at Computalog, Mr. Dawson instituted a
technology center, located in Fort Worth, Texas, to
develop electronics designed for downhole wellbore
logging tools. Mr. Dawson is a proposed director of
Condor Petroleum Inc. ("Condor"), a corporation that
has filed a preliminary prospectus in connection
with an initial public offering of its common
shares. Condor is engaged in the exploration for,
and the acquisition, development and production of,
oil, natural gas and NGL in Kazakhstan and Canada.
Dana Coffield Mr. Coffield has been the President, Chief Executive
Director Officer and a director of Gran Tierra Energy Inc.
since May, 2005. Before joining Gran Tierra in May
2005, Mr. Coffield led the Middle East Business Unit
for EnCana Corporation, one of North America's
largest independent oil and gas companies, from 2003
through 2005. His responsibilities included business
development, exploration operations, commercial
evaluations, government and partner relations,
planning and budgeting, environment, health and
safety, security and management of several overseas
operating offices. From 1998 through 2003, he was
New Ventures Manager for EnCana's predecessor, AEC
International, where he expanded activities into
five new countries on three continents. Mr. Coffield
was previously with ARCO International for ten
years, where he participated in exploration and
production operations in North Africa, SE Asia and
Alaska. He began his career as a mud-logger in the
Texas Gulf Coast and later as a Research Assistant
with the Earth Sciences and Resources Institute
where he conducted geoscience research in North
Africa, the Middle East and Latin America. Mr.
Coffield graduated from the University of South
Carolina with a Masters of Science degree and a
doctorate (PhD) in Geology, based on research
conducted in the Oman Mountains in Arabia and Gulf
of Suez in Egypt, respectively. He has a Bachelor of
Science degree in Geological Engineering from the
Colorado School of Mines. Mr. Coffield is a member
of the AAPG and the CSPG, and is a Fellow of the
Explorers Club.
Reginald Greenslade Mr. Reginald Greenslade is a professional engineer
Director with over 20 years of experience in the oil and gas
industry. Mr. Greenslade is the President of Tuscany
International Drilling Inc., a public oilfield
services company listed on the Toronto Stock
Exchange. Mr. Greenslade is a director of Spartan
Exploration Ltd., a public oil and gas exploration
and production company listed on the Toronto Stock
Exchange. He is the former Chairman, President and
CEO of Big Horn Resources Ltd. and Enterra Energy
Corp. and Chairman of Enterra Energy Trust until
March, 2006. Mr. Greenslade was the President and
CEO of JED Oil Inc. from November, 2003 to January,
2005.
Dave Antony Mr. Antony is a Chartered Accountant and is
Director currently the Chairman of the board of Blackhawk.
Mr. Antony has over 15 years experience in assisting
companies in structuring transactions, accessing
capital, and corporate governance. In the last five
years, Mr. Antony has been Chief Executive Officer
of Southern Pacific Resource Corp. where he
continues as Chairman of the board of that company.
He is currently is also a director of Blackhawk,
Ranger Energy Ltd. and Paramax Resources Ltd., all
publicly traded junior resource companies.
About the Transaction
The Letter of Intent contemplates the following transactions (collectively, the
"Transactions"):
-- under the terms of the Letter of Intent, Blackhawk will acquire all of
the issued and outstanding common shares of Perfco ("Perfco Shares") by
way of a plan of arrangement (the "Arrangement"). Pursuant to the
Arrangement, Blackhawk will issue an aggregate of 361,097,457 common
shares of Blackhawk ("Blackhawk Shares") for the issued and outstanding
Perfco Shares (including the Perfco Shares issued pursuant to the
Offering and the exercise of the Agents' Option) or 8.9 Blackhawk Shares
for each Perfco Share at a deemed price of $0.17 per Blackhawk Share
(the "Exchange Ratio") for aggregate deemed consideration of
approximately $56.8 million. Walter Dawson, of Calgary, Alberta, a
director of Perfco, is also a controlling shareholder of Perfco. Upon
completion of the Transactions, Blackhawk will have an aggregate of
421,136,601 Blackhawk Shares outstanding (before the completion of any
consolidation);
-- a new management team will be appointed led by Roger Tang as President
and Chief Executive Officer, Kurt Musch as Vice President, Finance and
Chief Financial Officer, Allan Carswell as Vice President, Exploration,
Max Wei as Vice President, Operations, and Sony Gill as Corporate
Secretary (the "New Management") (see biographical information below);
-- a new board of directors will be comprised of five of the current
directors of Perfco: Roger Tang (Chairman), Walter Dawson, Dana Coffield
and Reginald Greenslade, as well as Dave Antony who is a current
director of Blackhawk (the "New Directors") (see biographical
information below);
-- Perfco will be capitalized through a private placement of subscription
receipts of Perfco for aggregate gross proceeds of up to $30,000,000
which is expected to close on or about April 28, 2011 and for which the
agents have been granted an option to increase the size of the private
placement prior to closing by up to an additional $4,500,000. The Letter
of Intent provides that receipt of a minimum of $30.0 million in gross
proceeds from the private placement is a mutual condition precedent for
both parties to the closing of the Arrangement (unless amended or
waived);
-- upon completion of the Arrangement, the Blackhawk Shares will be
consolidated on the basis of one (1) post-consolidation Blackhawk Share
for every two (2) pre-consolidation Blackhawk Shares; and
-- upon completion of the Arrangement, Blackhawk will have a 20% fixed
stock incentive plan, comprised of the continuation of 5,500,000
performance warrants of Perfco granted to the directors and officers of
Perfco, as adjusted to reflect the Exchange Ratio and the consolidation,
and stock options to acquire Blackhawk Shares granted to the New
Management and the New Directors at an exercise price of $0.17 per
Blackhawk Share, each stock option expiring 5 years from the date of
completion of the Arrangement and vesting on such terms as determined by
the New Board.
About the Financing
Blackhawk is pleased to announce that Perfco has entered into an agreement with
a syndicate of agents led by Raymond James Ltd. and also including Byron Capital
Markets Ltd., Casimir Capital Ltd. and Jennings Capital Inc. (collectively, the
"Agents"), for an offering, on a private placement basis, of up to 20,000,000
subscription receipts ("Subscription Receipts") of Perfco at a price of $1.50
per Subscription Receipt for aggregate gross proceeds of up to approximately
$30,000,000 (the "Offering"). In addition, Perfco has granted an option to the
Agents (the "Agents' Option") to increase the size of the Offering by up to an
additional 3,000,000 Subscription Receipts, or $4,500,000, at the same terms as
the Offering, exercisable in whole or in part at any time up to 48 hours prior
from the Closing Date. Assuming the Agents' Option is exercised in full, total
gross proceeds to Perfco under the Offering would be $34,500,000.
Closing of the Offering is expected to occur on April 28, 2011. Perfco intends
to use the net proceeds of the Offering to fund the exploration program of
Perfco in Vietnam and for general working capital purposes following the
completion of the Arrangement.
The gross proceeds from the sale of the Subscription Receipts (the "Escrowed
Proceeds") will be delivered to and held by a licensed Canadian trust company or
other escrow agent (the "Escrow Agent"). The net Escrowed Proceeds (and
remaining accrued interest) will be released to Perfco upon satisfaction of the
following conditions (the "Escrow Release Conditions"):
a. receipt of all government approvals required to execute the PSC in
respect of Block 21, located in the Nam Con Son Basin, offshore Vietnam;
and
b. all conditions precedent in respect of the execution of the PSC having
been satisfied or waived (other than any payment to be made by Perfco
pursuant to the terms and conditions of the PSC).
In the event the Escrow Release Conditions are not satisfied on or before August
31, 2011, negotiations in respect of the PSC are terminated, or Perfco provides
notice to the Agents of its intention to terminate negotiations in respect of
the PSC or otherwise not pursue the execution of the PSC, the gross proceeds of
the Offering, plus accrued interest, will be returned to the subscribers.
Each Subscription Receipt will entitle the holder to receive one Perfco Share
and one-half of one common share purchase warrant (each whole common share
purchase warrant being referred to herein as a "Perfco Warrant"), each whole
Perfco Warrant being exercisable for one (1) Perfco Share at an exercise price
of $2.25 per Perfco Share for a period of 24 months following the completion of
the Offering. If the Escrow Release Conditions are not satisfied on or before
August 31, 2011, then the gross proceeds from the Subscription Receipts shall be
returned to subscribers, together with accrued interest.
All Perfco Shares issued under the Offering shall be exchanged for Blackhawk
Shares pursuant to the Transactions and on the same basis as all other holders
of Perfco Shares. In addition, all Perfco Warrants shall represent the right to
acquire Blackhawk Shares, as adjusted to account for the Exchange Ratio.
Upon the Escrow Release Conditions being satisfied, a cash commission of 6% of
the gross proceeds from the Offering shall be paid to the Agents.
Financial Advisor and Sponsor
Raymond James Ltd. is acting as financial advisor to Perfco with respect to the
Transactions. If required by the TSX Venture Exchange and subject to the
completion of satisfactory due diligence, Raymond James Ltd. has also agreed to
act as sponsor of the combined entity in connection with the Transactions. It is
anticipated that an application shall be made for an exemption from the
sponsorship requirements of the TSX Venture Exchange, however, there is no
guarantee that such exemption shall be granted.
Special Meeting of Blackhawk Shareholders
The Transactions are anticipated to constitute a change of business and/or a
reverse takeover in accordance with the policies of the TSX Venture Exchange
and, as such, it is expected that approval of the shareholders of Blackhawk will
be required.
Conditions Precedent
The Transactions are subject to a number of conditions precedent including,
without limitation, completion of satisfactory due diligence, receipt of all
required corporate and regulatory approvals (including shareholder approvals and
the approval of the TSX Venture Exchange), and negotiation and execution of
transaction and financing documents.
Resumption of Trading and Further News
It is anticipated that trading of the Blackhawk Shares remain halted pending
satisfaction of all applicable requirements of the TSX Venture Exchange.
Additional financial information in respect of Perfco and the recommended
exploration program in respect of Block 21 will be disseminated in a subsequent
news release.
Resignation of VP, Exploration
Blackhawk also announces that Mark Lenson has resigned as Vice President,
Exploration to pursue other opportunities. Blackhawk would like to thank Mr.
Lenson for his services and wish him well in his future endeavours.
Reader Advisory
This press release should not be considered a comprehensive summary of the
Transactions. Additional information required by the TSX Venture Exchange will
be disseminated at a future date following a satisfactory review by the TSX
Venture Exchange.
Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Transactions, any information
released or received with respect to the Transactions may not be accurate or
complete and should not be relied upon. Trading in the securities of Blackhawk
should be considered highly speculative.
Trading of the common shares of Blackhawk will remain halted pending receipt and
review by the TSX Venture Exchange of acceptable documentation regarding the
combined entity following completion of the Transactions. The proposed
Transactions have not been approved by the TSX Venture Exchange and remains
subject to TSX Venture Exchange approval.
Completion of the Transactions are subject to a number of conditions, including
but not limited to, TSX Venture Exchange acceptance. The Transactions cannot
close until the required approvals are obtained. There can be no assurance that
the Transactions will be completed as proposed or at all.
An agreement to sponsor should not be construed as any assurance with respect to
the merits of the Transactions or the likelihood of completion.
Except for statements of historical fact, this news release contains certain
"forward-looking information" within the meaning of applicable securities law.
Forward-looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions "may" or "will"
occur. In particular, forward-looking information in this press release
includes, but is not limited to, statements with respect to timing and
completion of the due diligence relating to the Transactions, the entering into
of the transaction and financing documents, the completion of a planned
subscription receipt financing and the satisfaction of the conditions precedent
to the Transactions (including receipt of TSX Venture Exchange approval).
Although we believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such expectations
will prove to be correct. We cannot guarantee future results, performance or
achievements. Consequently, there is no representation that the actual results
achieved will be the same, in whole or in part, as those set out in the
forward-looking information.
Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those anticipated in the forward-looking information.
Some of the risks and other factors that could cause the results to differ
materially from those expressed in the forward-looking information include, but
are not limited to: general economic conditions in Canada, the United States and
globally; industry conditions, including fluctuations in the prices of oil and
natural gas; governmental regulation of the oil and gas industry, including
environmental regulation; unanticipated operating events or performance which
can reduce production or cause production to be shut in or delayed; failure to
obtain industry partner and other third party consents and approvals, if and
when required; competition for and/or inability to retain drilling rigs and
other services; the availability of capital on acceptable terms; the need to
obtain required approvals from regulatory authorities; stock market volatility;
volatility in market prices for oil and natural gas; liabilities inherent in oil
and natural gas operations; competition for, among other things, capital,
acquisitions of reserves, undeveloped lands, skilled personnel and supplies;
incorrect assessments of the value of acquisitions; geological, technical,
drilling, processing and transportation problems; changes in tax laws and
incentive programs relating to the oil and gas industry; failure to realize the
anticipated benefits of acquisitions and dispositions; and the other factors.
Readers are cautioned that this list of risk factors should not be construed as
exhaustive.
The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. We undertake no duty to update any of
the forward-looking information to conform such information to actual results or
to changes in our expectations except as otherwise required by applicable
securities legislation. Readers are cautioned not to place undue reliance on
forward-looking information.
Barrels of oil equivalent (boe) may be misleading, particularly if used in
isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural
gas to one barrel (bbl) of oil is based on an energy conversion method primarily
applicable at the burner tip and is not intended to represent a value
equivalency at the wellhead. All boe conversions in this press release are
derived by converting natural gas to oil in the ratio of six thousand cubic feet
of natural gas to one barrel of oil. Certain financial amounts are presented on
a per boe basis, such measurements may not be consistent with those used by
other companies.
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.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction. The Subscription Receipts
and the underlying securities have not 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 many not be offered or sold in the United States
except in certain transactions exempt from the registration requirements of the
U.S. Securities Act and applicable states securities laws.
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