Roadrunner Oil & Gas Inc.
TSX VENTURE : ROA

December 04, 2009 15:20 ET

Roadrunner Provides an Update on Proposed Amalgamation With Bowood Energy Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 4, 2009) - Roadrunner Oil & Gas Inc. ("Roadrunner") (TSX VENTURE:ROA) wishes to provide an update on its previously announced proposed arm's length acquisition of Bowood Energy Corp. ("Bowood"), a private, junior energy company active in the exploration, development and production of oil and gas reserves in western Canada.

As previously announced, Roadrunner and Bowood have entered into an amalgamation agreement dated November 18, 2009 (the "Amalgamation Agreement") pursuant to which a wholly-owned subsidiary of Roadrunner will amalgamate with Bowood (the "Amalgamation") and continue as a new corporation. As a condition precedent to the completion of the Amalgamation, Roadrunner announces that it has accepted the resignation of Brad Colby as President, Chief Executive Officer and a director of Roadrunner and the resignation of Kirk Stingley as the Chief Financial Officer of Roadrunner. Roadrunner would like to express its sincere gratitude for the time and effort that Mr. Colby and Mr. Stingley have expended on behalf of Roadrunner and wish them the best in their future endeavours.

Pending the completion of the Amalgamation (which is expected to occur on or about December 22, 2009), Michael Curtis, a current director of Roadrunner, will act in the capacity of interim President and Chief Executive Officer of Roadrunner and Michelle Gahagan, also a current director of Roadrunner, will act in the capacity of interim Chief Financial Officer.

In addition, Roadrunner has been advised by Bowood that the management proxy circular for the Bowood shareholders meeting to be held on December 21, 2009 has now been mailed to Bowood shareholders.

As contemplated in its press release of November 16, 2009, Roadrunner is also now pleased to announce that it has entered into an engagement letter with Richardson GMP Limited ("Richardson") pursuant to which Richardson will act as agent, on a commercially reasonable efforts basis, in connection with the sale of up to $4,000,000 of common shares and flow-through shares of Roadrunner by way of private placement (the "Private Placement"). The Private Placement will be comprised of common shares priced at $0.15 per share and flow-through shares priced at $0.17 per share. The engagement letter also provides for an over-allotment option permitting the sale of up to an additional $1,000,000 of common shares and/or flow-through shares of Roadrunner. Richardson will be paid a cash commission equal to 7% of the gross proceeds raised under the Private Placement and will be entitled to recover its expenses. It is anticipated that the Private Placement will close concurrently with the Acquisition. The proceeds from the Private Placement are expected to be used to carry on the business plan of Bowood (post-Amalgamation).

Completion of the Amalgamation remains subject to a number of conditions precedent including, without limitation, the approval of the TSX Venture Exchange ("TSX-V"). Roadrunner has made its initial submission to the TSX-V and will continue to work with the TSX-V to obtain the TSX-V approval.

About Roadrunner Oil & Gas

Roadrunner Oil & Gas Inc. is a TSX-V Tier 2 corporation engaged in the acquisition, exploration, development and production of oil and gas resources. Projects are currently situated in the states of Michigan, Utah, and Colorado.

Certain statements contained in this press release constitute forward-looking statements and forward looking information (the "forward-looking statements"). These statements relate to future events or our future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "budget", "plan", "guidance", "continue", "estimate", "expect", "forecast", "may", "will", "project", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions. In particular, forward-looking statements in this press release include, but are not limited to, statements with respect to the proposed completion of the Amalgamation and the Private Placement, the use of proceeds and obtaining TSX-V approval.

Although we believe that the expectations reflected in the forward-looking statements 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 statements.

Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to install pipeline facilities as and when expected; failure to obtain industry partner and other third party consents and approvals, when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions, including the Amalgamation; and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this document are expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking statement to conform such statement to actual results or to changes in our expectations except as otherwise required by applicable securities legislation.

The TSX Venture 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. Neither 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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