RGG React Gaming Group Inc

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES. 


RANGER ENERGY LTD. ("Ranger") (TSX VENTURE:RGG) and BLACKHAWK RESOURCE CORP.
("Blackhawk") (TSX VENTURE:BLR) are pleased to announce that they have entered
into an arrangement agreement dated October 12, 2010 (the "Arrangement
Agreement") pursuant to which Ranger and Blackhawk will amalgamate (the
"Amalgamation") and form a new corporation to be called "Bruin Resources Corp."
("Amalco"). The Arrangement Agreement supersedes the non-binding letter of
intent dated July 19, 2010 between Ranger and Blackhawk, the terms and
conditions of which were previously announced by the parties on July 20, 2010. 


The Amalgamation is proposed to be effected by way of a plan of arrangement (the
"Arrangement"), the details of which are set forth in the Arrangement Agreement.
Under the Arrangement, each holder of Ranger common shares ("Ranger Shares")
will receive one Amalco common share for each Ranger Share held, and each holder
of Blackhawk common shares ("Blackhawk Shares") will receive one Amalco common
share for each Blackhawk Share held.


An annual and special meeting (the "Ranger Meeting") of Ranger shareholders and
a special meeting (the "Blackhawk Meeting", and together with the Ranger
Meeting, the "Meetings") of Blackhawk shareholders is set to be held on November
12, 2010. At the Meetings, among other things, the Ranger shareholders and
Blackhawk shareholders will be asked to consider and, if thought fit, approve
the Arrangement. The Ranger board of directors and the Blackhawk board of
directors, based upon the recommendations of their respective independent
committees, have each unanimously concluded that the Arrangement is fair to
Ranger shareholders and Blackhawk shareholders, respectively, and are
recommending that Ranger shareholders and Blackhawk shareholders vote in favour
of the Arrangement at the Meetings. 


Officers and directors of each of Ranger and Blackhawk have entered into lock-up
agreements to support the transactions contemplated by the Arrangement. In order
for the Arrangement to proceed, a special resolution approving the Arrangement
must be passed by at least 662/3% of the votes cast by the Ranger shareholders
at the Ranger Meeting and 662/3% of the votes cast by the Blackhawk shareholders
at the Blackhawk Meeting, in each case either in person or by proxy. 


Completion of the Arrangement is also subject to the approval of the Court of
Queen's Bench of Alberta and the TSX Venture Exchange and the receipt of all
other necessary regulatory and third party approvals. It is a condition of
completion of the Arrangement that the TSX Venture Exchange shall have approved
the listing of the Amalco common shares. The Arrangement Agreement provides for
a reciprocal termination fee payable by either Ranger or Blackhawk in certain
circumstances.


Upon completion of the Arrangement, the board of directors of Amalco will
consist of David Antony, Scott Price, Raymond Antony, Dale Owen, Michael Bowie
and John McLeod and the Amalco management team will consist of David Antony as
Chief Executive Officer, Marc Melnic as President, Charidy Lazorko as Chief
Financial Officer, James Schneider as Vice President Engineering, Mark Lenson as
Vice President Exploration, George Hardisty as Vice President Land and Business
Development and Trevor Wong-Chor as Corporate Secretary. For additional
information regarding the background of these individuals, please refer to the
joint news release dated July 20, 2010.


Upon completion of the Arrangement, Amalco intends to continue carrying on the
business of an Alberta based oil and gas exploration and production company
focused on petroleum and natural gas exploration, development and production in
Western Canada. Amalco will be focused on the exploitation and development of
its properties in its two core areas of Bodo and Crystal, Alberta. In addition,
Amalco will focus on identifying key acquisitions and development opportunities
in Western Canada. 


In connection with the Arrangement, Ranger has also entered into an agreement
with Haywood Securities Inc. and Macquarie Capital Markets Canada Ltd. to act as
co-lead agents, along with Byron Capital Markets and Casimir Capital LP, in
respect of a brokered, commercially reasonable efforts private placement (the
"Ranger Financing") of a minimum of 88,236,000 subscription receipts
("Subscription Receipts") at a price of $0.17 per Subscription Receipt for
aggregate minimum gross proceeds of approximately $15,000,120. Ranger and the
co-agents may elect to increase the size of the Ranger Financing to $25,000,000.
The proceeds of the Ranger Financing will be held in escrow pending completion
of the Arrangement and the satisfaction of certain other conditions. Under the
terms of the Arrangement, each Subscription Receipt will be exchanged for one
Ranger Share and one Ranger Share purchase warrant (each a "Subscription Receipt
Warrant") without payment of additional consideration. Each Subscription Receipt
Warrant shall be exercisable into one Ranger Share at a price of $0.20 for a
period of three years from the date of the conversion of the subscription
receipts, subject to acceleration in certain events. Following the exchange of
the Subscription Receipts for Ranger Shares and Subscription Receipt Warrants,,
all of the outstanding Ranger Shares will be exchanged for Amalco common shares
on a one-for-one basis. In addition, following the Arrangement, each
Subscription Receipt Warrant will represent the right to receive one (1) Amalco
common share rather than a Ranger Share. If the Arrangement is not completed and
the conditions to the release of the proceeds from the Ranger Financing are not
satisfied on or before November 30, 2010, each holder of Subscription Receipts
will be reimbursed the original subscription price, together with interest
accrued thereon. The proceeds of the Ranger Financing are expected to be used to
carry on Amalco's business plan and for general corporate purposes, The Ranger
Financing is anticipated to close on or about November 11, 2010.


Blackhawk also announces that the Corporation has filed its Annual Financials
and Management Discussion and Analysis for the year ended June 30, 2010. The
Corporation has also filed its Form 51-101F1 - Statement of Reserves Data and
Other Oil and Gas Information, Form 51-101F2 - Report on Reserves Data by
Independent Qualified Reserves Evaluator, and Form 51-101F3 - Report of
Management and Directors on Oil and Gas Disclosure, under National Instrument
51-101 Standards of Disclosure for Oil and Gas Activities. Such filings can be
accessed electronically from the SEDAR website at www.sedar.com.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Arrangement, any information
released or received with respect to the Arrangement may not be accurate or
complete and should not be relied upon. Trading in the securities of Ranger and
Blackhawk should be considered highly speculative.


Statements in this joint press release contain 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, without limitation,
statements with respect to: timing and completion of the Arrangement and the
Ranger Financing, the proposed Meeting, receipt of all necessary court,
shareholder, regulatory and third party approvals, the listing of the Amalco
common shares, the composition of the board of directors and management of
Amalco, strategic rationale and corporate strategy and the use of proceeds from
the Private Placement. Readers are cautioned that assumptions used in the
preparation of forward-looking information may prove to be incorrect. 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, level of activity, 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.


The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. Neither Ranger nor Blackhawk undertakes
any obligation to update or revise any forward-looking statements 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.


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.

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