Black Hat Capital Inc.

October 03, 2005 18:29 ET

Black Hat Capital Inc. Announces Amendment to Terms of Previously Announced Guardian Financing Pursuant to Qualifying Transaction

CALGARY, ALBERTA--(CCNMatthews - Oct. 3, 2005) -

(Not for dissemination in the United States of America)

Black Hat Capital Inc. (TSX VENTURE:BHC.P) ("Black Hat") announced today that the terms of the financing by Guardian Exploration Inc. ("Guardian") as previously announced in a Black Hat press release dated September 21, 2005 have been amended. The proposed financing is a condition precedent to a transaction which, when completed, is expected to constitute Black Hat's Qualifying Transaction as a capital pool company. The transaction is an arm's length transaction and is subject to the policies of the TSX Venture Exchange Inc. (the "Exchange").

Guardian and Black Hat have agreed to combine their businesses (the "Business Combination") to form a new oil and natural gas exploration and development company which will continue under the name Guardian Exploration Inc. The Business Combination will be completed after Guardian has completed a private placement of up to 6,666,667 units (the "Guardian Units") at a price of $0.45 per Unit for gross proceeds of up to $3,000,000.15 (the "Guardian Private Placement"), to be completed in one or more closings. Each Unit shall consist of one (1) common share of Guardian (a "Common Share") and one-half of one common share purchase warrant, each whole common share purchase warrant (a "Warrant") shall entitle the holder thereof to acquire, subject to adjustment, one Common Share at a price of $0.75 per share on or before 4:30 p.m. (Calgary time) on a date that is one (1) year from the date of issuance of the Warrant. Guardian intends to engage an agent (the "Agent") in connection with the Guardian Private Placement and in connection therewith the Agent will be paid a cash commission.

Completion of the Business Combination is subject to a number of conditions in favor of Guardian and Black Hat, respectively, including the execution and delivery of a formal agreement, board approval of such formal agreement, completion of satisfactory due diligence inquiries, receipt of all necessary regulatory approvals (including the consent of the Exchange), receipt of third party approvals, approval of the shareholders of Guardian and Black Hat, and a threshold for the exercise of dissent rights (5%) not being exceeded (if the Business Combination is structured in such a manner as to give rise to statutory dissent rights).

Completion of the Business Combination is subject to a number of conditions, including but not limited to, the execution of a formal agreement relating to the Business Combination, Exchange acceptance and shareholder approval, if required. The Business Combination cannot close until the required shareholder approval, if required is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Black Hat should be considered highly speculative.

More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Black Hat and Guardian.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Black Hat Capital Inc.
    Anthony M. Croll
    (514) 399-9952 ext. 28
    Black Hat Capital Inc.
    Place Jacques Cartier, Suite 203
    Montreal, Quebec H2Y 3B1
    (514) 399-9952 ext. 28