April 05, 2010 17:05 ET

Benchmark to Acquire Bolivar Energy Inc.

CALGARY, ALBERTA--(Marketwire - April 5, 2010) -


Benchmark Energy Corp. (TSX VENTURE:BEE) ("Benchmark" or the "Company") is pleased to report that it has entered into a Letter of Intent (the "Letter of Intent") with Bolivar Energy Inc. ("Bolivar"), which is a private Alberta corporation focused on exploration and development of oil & gas properties in Colombia, under which Benchmark will acquire all of the outstanding shares (the "Bolivar Shares") of Bolivar (the "Acquisition"). Bolivar's management team has had previous success in Colombia, with key members having founded privately-held Prospero Hydrocarbons Inc., which was acquired by Alange Energy Inc. (ALE:TSXV) for $51 million in 2009. It is intended that the management of Bolivar will assume key management positions within Benchmark upon closing of the Acquisition.

The closing of the Acquisition is subject to a number of conditions, including but not limited to: (a) entering into a definitive agreement; (b) completion of due diligence; (c) approval by the Boards of Directors of Benchmark and Bolivar (c) approval of the TSX Venture Exchange (the "TSXV"); and (d) if necessary, approval by the shareholders of Benchmark and Bolivar.

Bolivar Energy Inc.

Bolivar is party to a farm-in agreement with respect to Block LLA-24 in the Llanos Basin in Colombia, pursuant to which it may earn a 35% working interest in the block. Block LLA-24 is in the vicinity of numerous light oil producing fields. To date, 207 sq km of 3D seismic has been acquired over the block and is being processed. So far, management of Bolivar has identified 7+ leads and prospects on Block LLA-24.

Bolivar's Colombian subsidiary meets the legal requirements to be recognised by the government oil & gas regulatory body in Colombia, the Agencia Nacional de Hidrocarburos (the "ANH"), as a qualified operator, and will have the opportunity to participate in the ANH Colombia Open Round 2010 and bid for one block.

Bolivar is completing a private placement (the "Bolivar Private Placement"), which is expected to close on April 9, 2010, for anticipated proceeds of $6.1 million from this and earlier share issuances by Bolivar. Assuming completion of the Bolivar Private Placement, Bolivar will have 52 million Bolivar Shares outstanding and 62 million Bolivar Share purchase warrants (the "Bolivar Warrants").

Upon completion of the Acquisition, Benchmark will continue to hold its 25.5% interest in the Sierra Exploration and Production Contract (the "Sierra E&P Contract") in Colombia, where it was recently announced that the Recio 1 well has been cased and is being tested as a potential oil discovery.

Transaction Terms

Benchmark intends to acquire all of the issued and outstanding Bolivar Shares in exchange for 137 million common shares (the "Benchmark Shares") of Benchmark. Furthermore, Benchmark will issue up to 163,346,000 share-purchase warrants in exchange for the outstanding Bolivar warrants; if all of these warrants are exercised, it will result in Benchmark receiving cash proceeds of $14.5 million.

Benchmark currently has 25,758,578 Benchmark Shares outstanding, plus options to acquire 2,566,000 Benchmark Shares at a weighted average exercise price of $0.54, and expiring at various times.

In connection with the Acquisition, the Company intends to undertake a brokered private placement of Benchmark Shares for gross proceeds of $10,000,000 to $15,000,000 (the "Financing"), with the funds to be used for the further exploration and development of the oil and gas assets of the combined company, and for general working capital purposes. Completion of the Acquisition is not conditional on the successful completion of the Financing. Benchmark Shares issued in connection with the Financing, if any, will be priced in accordance with the policies of the TSXV and will be subject to a four-month hold period.

Upon the closing of the Acquisition and the Financing, the Company expects that the number of shares issued in connection with the Financing will result in the shareholders of Bolivar holding in aggregate less than 50% of the then outstanding shares of Benchmark, and no shareholder of Bolivar owning more than 20% of the outstanding shares of the Company.

Management Changes

Upon completion of the Acquisition, it is intended that the current management of Bolivar will assume key management positions within Benchmark; this will include John Moreland, BSc (Hons), P.Geol, the President of Bolivar, who will assume the position of President and Chief Executive Officer of the Company. Mr. Moreland was a co-founder of Prospero Hydrocarbons Inc., has 35 years of experience in international oil and gas exploration and production including a period of residency in Colombia, worked for BP, Suncor, Lasmo and Garnet/Argosy, and since 2002 has run a geological and project management consultancy for Calgary-based oil and gas companies working overseas.

Insiders of Bolivar are expected to receive approximately 16% of the 137,000,000 Benchmark Shares of Benchmark issued to acquire Bolivar.

Corporate Strategy

Benchmark has previously announced that it was exploring strategic alternatives, and the acquisition of Bolivar is an excellent fit with the objectives of the process. With the acquisition of Bolivar, the Company will be able to expand its portfolio of oil and gas projects in Colombia, to add to the recent potential discovery on its Sierra E&P Contract in the Middle Magdalena Basin. Moving forward, the proposed strategy of the combined company will be to secure low to medium risk properties where a specific geotechnical tool such as 3D seismic offers a competitive advantage for unlocking value.

Additional farm-in prospects are currently being reviewed by Bolivar and Benchmark. Furthermore, the combined companies aim to balance exploration with production opportunities, and are thus evaluating the possible reactivation of mature fields in the Putumayo and Magdalena Basins of Colombia.

Versant Partners Inc. is acting as financial advisor to the Company, and is to receive, subject to the approval of the TSXV, 300,000 share purchase warrants exercisable at $0.12 as part of its compensation; Brian Petersen, a director of Benchmark, is President of Versant.

Raymond James Ltd. is acting as financial advisor to Bolivar, and Haywood Securities Inc. is acting as strategic advisor to Bolivar.

Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this document contains statements concerning: the completion of the transactions contemplated by the Letter of Intent, completion of the Financing and the future directors and officers of Benchmark; the ownership in Benchmark of such directors and officers; the use of proceeds from the Financing; and the future strategy and focus for the Company.

The forward-looking statements are based on certain key expectations and assumptions made by Benchmark (in respect of forward-looking statements made by Benchmark) or Bolivar (in the case of forward-looking statements made by Bolivar), as applicable, including expectations and assumptions concerning: timing of receipt of required shareholder and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the transactions; prevailing commodity prices and exchange rates, applicable royalty rates and tax laws; future well production rates; reserve and resource volumes; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of financing, labour and services; and future operating costs.

Although Benchmark or Bolivar, as applicable, believes that the expectations and assumptions on which the forward-looking statements made by such party are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided 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 that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties, or at all, and risks that other conditions to the completion of the transactions are not satisfied; the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; lack of marketing and transportation; loss of markets; environmental risks; competition; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations, and actual production may be greater or less than estimated.

The forward-looking statements contained in this press release are made as of the date hereof and Benchmark undertakes no 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.

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