Black Birch Capital Acquisition I Corp.
TSX VENTURE : BBC.P

December 15, 2009 14:26 ET

Black Birch Capital Enters Into Letter of Intent With Shoal Point Energy

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2009) - Black Birch Capital Acquisition I Corp. ("Black Birch")(TSX VENTURE:BBC.P), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the "Exchange")), today announced that it had entered into a non-binding letter of intent (the "LOI") with Shoal Point Energy Ltd. ("Shoal Point"), to pursue a possible business combination transaction (the "Proposed Transaction") with Shoal Point and its shareholders (the "Prospective Vendors").

If the Proposed Transaction is completed (the "Closing"), Black Birch would, either through a share exchange or an amalgamation with Shoal Point or a subsidiary of Shoal Point, acquire all of the issued and outstanding common shares in the capital of Shoal Point (the "Shoal Point Shares") in exchange for the issuance, to the Prospective Vendors, of common shares in the capital of Black Birch (the "Black Birch Shares") (the exchange of Shoal Point Shares for Black Birch Shares is referred to as the "Share Exchange"). Immediately after the Closing and as a result of the Share Exchange, Shoal Point would be a direct, wholly-owned subsidiary of the Resulting Issuer (the "Resulting Issuer" being Black Birch immediately after the Closing).

Shoal Point Energy is an emerging oil and gas exploration company that is targeting large accumulations in Atlantic Canada. To date Shoal Point has invested over $15 million in exploration and drilling on its properties at Shoal Point in Western Newfoundland and at South Stoney Creek in New Brunswick.

The Closing would be subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to satisfactory completion of due diligence, execution of a definitive agreement and Kingsdale Capital Markets Inc. ("Kingsdale") completing a private placement on behalf of Shoal Point for gross proceeds of at least $5,600,000 on or before closing, and all required approvals and consents.

If completed, the Proposed Transaction is expected to constitute Black Birch's Qualifying Transaction (as defined in the CPC Policy).

Shoal Point and Black Birch plan on issuing additional press releases and updates as the definitive agreement is signed, due diligence is completed and other milestones are achieved. The shares of Black Birch will remain halted until the completion of the Qualifying Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results may differ materially from results inferred or suggested in any forward-looking statements. Black Birch assumes no obligation to update the forward-looking statements, or to update the reasons why actual results may differ from those reflected in forward-looking statements unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Black Birch's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

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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