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Press release from CNW Group

Bowood Energy Inc. and Legacy Oil + Gas Inc. Announce Completion of Previously Announced Strategic Transaction

Thursday, July 05, 2012

Bowood Energy Inc. and Legacy Oil + Gas Inc. Announce Completion of Previously Announced Strategic Transaction20:28 EDT Thursday, July 05, 2012CALGARY, July 5, 2012 /CNW/ - Bowood Energy Inc. ("Bowood" or the "Company") (TSXV: BWD) and Legacy Oil + Gas Inc. ("Legacy") (TSX:LEG) are pleased to announce that the shareholders of Bowood, at the annual general and special meeting of shareholders held this morning, approved the previously announced strategic transaction with Legacy by a positive vote in excess of 92% of the votes cast.  Bowood and Legacy are further pleased to announced that, following such approval, they have completed: (i) the sale of Legacy's southern Alberta assets, excluding assets in the greater Turner Valley area, to Bowood (the "Asset Purchase"); and (ii) the appointment of a new management team and certain new directors for Bowood.Asset PurchaseThe Asset Purchase consisted of the sale of Legacy's undeveloped land in southern Alberta, excluding assets in the greater Turner Valley area, to Bowood in exchange for 200,000,000 common shares of Bowood ("Bowood Shares").  The Asset Purchase included the Legacy/Bowood joint venture land, including the Big Valley oil wells drilled at Kipp and Spring Coulee.  The Legacy farmin agreement with Bowood was terminated upon closing of the Asset Purchase.  Following completion of the Asset Purchase, Bowood has 474,933,373 Bowood Shares outstanding, 42.1% of which are owned by Legacy.New Management and DirectorsFollowing completion of the Asset Purchase: (i) the former officers of Bowood resigned and were replaced by Trent Yanko as President and Chief Executive Officer, Matt Janisch as Vice-President, Finance and Chief Financial Officer and Mark Franko as Corporate Secretary; (ii) the board of directors of Bowood was reconstituted to be comprised of James Pasieka as Chairman, Trent Yanko, Chris Bloomer, Jim Welykochy and Neil Roszell; and (iii) Legacy and Bowood entered into a management, technical and administrative services agreement on the terms previously disclosed.Strategic PositioningUpon closing of this transaction, Bowood becomes a high impact light oil exploration focused junior company with the dominant high working interest, operated position in the southern Alberta Bakken play, an exploration play that has attracted significant industry activity in recent years.  The Company has 155,974 net acres of undeveloped land in the over-pressured oil window in the Alberta Bakken fairway, including a contiguous 60,512 net acre block on the Blood Tribe Reserve.  It is expected that Bowood will evaluate potential acquisition opportunities to build an inventory of oil development drilling locations with the view of increasing the Company's cash flow to be able to fund a sustainable exploration program over a multi-year periodOther MattersNo securities were issued pursuant to the previously announced unit private placement and such private placement will not proceed. The new management of Bowood will review Bowood's ongoing capital requirements and available methods of financing and make such determinations as to the future financing of Bowood as it deems to be in the best interests of the Company.Bowood intends to proceed with its previously announced rights offering to the Bowood shareholders.  However, the previously announced anticipated exercise price of $0.12 per Bowood Share under the rights offering remains in excess of the current trading price of the Bowood Shares, limiting the current value of the rights offering to the Bowood shareholders.  Bowood's new management will review the terms of the rights offering terms in light of current market conditions. Completion of the rights offering remains subject to the regulatory approval, including the approval of the TSXV.At the shareholders meeting held this morning, the Bowood shareholders also approved a proposed name change of Bowood to LGX Oil + Gas Inc. and a proposed consolidation of the Bowood Shares on a 20 to 1 basis.  Bowood will issue a further press release at such time as the reconstituted board of directors determines to implement such name change and consolidation.Legacy has filed on SEDAR an early warning report respecting its acquisition of Bowood Shares pursuant to the Asset Purchase, a copy of which will be available for viewing under Bowood's profile on SEDAR or may be obtained by contacting Legacy as set out below.Financial AdvisorsGMP Securities L.P acted as financial advisor to Bowood with respect to the matters provided for in the Agreement.  Haywood Securities Inc. acted as strategic advisor to Bowood with respect to the Agreement.Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp. acted as co-financial advisors and National Bank Financial Inc. acted as strategic advisor to Legacy with respect to the Agreement.Note Regarding Forward Looking StatementsThis press release contains forward-looking statements. More particularly, this press release contains forward-looking statements concerning the anticipated evaluation of acquisition opportunities by new management, new management's review of ongoing capital requirements and available methods of financing and new management's review of the terms of the proposed rights offering.The forward-looking statements are based on certain key expectations and assumptions, including expectations and assumptions concerning prevailing market conditions and access to capital.  Although it is believed that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Legacy and Bowood can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks.  These include, but are not limited to, risks related to volatility in market conditions and access to capital.  The terms and timing of the proposed rights offering remain subject to finalization and receipt of all required regulatory approvals.The forward-looking statements contained in this press release are made as of the date hereof and neither Legacy nor Bowood undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.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.For further information: Trent J. Yanko, P.Eng. President + CEO Matt Janisch Vice President, Finance + CFO 4400, 525 - 8th Avenue S.W. Calgary, AB T2P 1G1 Telephone: 403.441.2300