Bowood Energy Inc.

Bowood Energy Inc.

June 08, 2012 08:00 ET

Bowood Energy Inc. Announces Mailing of Information Circular

CALGARY, ALBERTA--(Marketwire - June 8, 2012) - Bowood Energy Inc. ("Bowood" or the "Company") (TSX VENTURE:BWD) announces today that it has mailed a notice of meeting and management information circular (the "Information Circular") to the holders of record as of June 5, 2012 of common shares of Bowood ("Common Shares") in respect of the annual and special meeting of the holders of Common Shares (the "Meeting") to be held on July 5, 2012 to consider, among other things, certain proposed transactions with Legacy Oil + Gas Inc. ("Legacy").

The proposed transactions with Legacy were previously announced in a joint press release of Bowood and Legacy disseminated on May 14, 2012. At the Meeting, shareholders will be asked to approve, among other things, a transaction resolution (the "Transaction Resolution") to effect the proposed transactions with Legacy which include: (i) the purchase by Bowood from Legacy of 68,581 net acres of undeveloped land in southern Alberta in exchange for 200,000,000 Common Shares (the "Asset Purchase") (ii) the entering into by Bowood of a Services Agreement with Legacy pursuant to which Legacy will provide certain management, administrative and technical services to Bowood and (iii) a non-brokered private placement (the "Private Placement") of up to 20,833,333 units of the Company ("Units") at a price of $0.12/Unit to subscribers designated by Legacy, with each such Unit consisting of one flow-through Common Share and one share purchase warrant entitling the holder to purchase one Common Share at a price of $0.18 for a period of five years, subject to certain vesting terms. At the Meeting, Bowood shareholders will also be asked to approve a change of Bowood's name to LGX Oil + Gas Inc. and a consolidation of the Bowood shares on a twenty for one basis.

In connection with the proposed transactions, current management will resign and a new management team will be appointed immediately following completion of the Asset Purchase. The new management will consist of Trent Yanko as President and Chief Executive Officer and Matt Janisch as Vice-President, Finance and Chief Financial Officer, each of whom will retain their current positions with Legacy. Mark Franko will be appointed Corporate Secretary. The current Board of Directors of Bowood will also be reconstituted following completion of the Asset Purchase to be comprised of Trent Yanko as Chairman, James Pasieka, Chris Bloomer, Jim Welykochy and Neil Roszell. Messrs. Bloomer and Welykochy are currently directors of Bowood.

Bowood encourages shareholders to read the meeting materials in detail and to vote their Common Shares either in person at the Meeting or by proxy. If you have questions about how to vote your Common Shares, please contact the proxy solicitation agent Laurel Hill at 1-877-452-7184 (North America toll-free) or 416-304-0211 (local collect) or via e-mail at

The Board of Directors of Bowood has unanimously determined that the completion of the transactions set forth in the Information Circular is in the best interests of Bowood. The Board of Directors of Bowood confirms its recommendation that shareholders vote in favour of the Transaction Resolution and related matters, all as more specifically described in the Information Circular.

Copies of the May 14, 2012 press release and meeting materials, including the Information Circular and form of proxy, are available on Bowood's SEDAR profile at

Also in connection with the proposed transactions, Bowood anticipates that it will be conducting a Rights Offering by way of a Rights Offering circular pursuant to which the holders of Bowood Common Shares as at the record date for the Rights Offering (the "Rights Offering Record Date") will, in respect to each Bowood Common Share held, be issued one (1) Right. Every ten (10) Rights will entitle the holder to purchase one (1) Bowood Common Share at an exercise price of $0.12 until the Rights expire on the date which is 21 days from the date that the Rights Offering circular is sent to holders of Bowood Common Shares. The Rights Offering is subject to regulatory approval, including approval of the TSXV. Bowood currently anticipates setting the Rights Offering Record Date at July 11, 2012 and sending the Rights Offering circular to Bowood Shareholders shortly thereafter. Legacy and the subscribers for Units under the Private Placement will not be entitled to participate in the Rights Offering with respect to any securities acquired under the Private Placement. Maximum gross proceeds under the Rights Offering will be $3.3 million and will be used for general corporate purposes.

About Bowood Energy Inc.

Bowood Energy Inc. is a TSXV Tier 2 corporation. Through its wholly owned subsidiary, Bowood Energy Ltd., the Company is engaged in the acquisition, exploration, development, and production of oil and gas resources. Current projects are in the Province of Alberta.

Reader Advisory

The information set forth in this press release is qualified in its entirety by the disclosure in the Information Circular. Shareholders are cautioned that they should not rely solely on information set forth herein or provided by other sources, including any information provided to them by representatives of Bowood, in deciding how to vote their Common Shares at the Meeting.

This document contains forward-looking statements. More particularly, this document contains statements concerning the completion of the matters contemplated in the Information Circular.

The forward-looking statements are based on certain key expectations and assumptions made by Bowood, 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 matters contemplated by the Agreement.

Although Bowood believes 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 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 that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the agreement and risks that other conditions to the completion of the transactions are not satisfied on the timelines set forth in the agreement or at all.

The forward-looking statements contained in this press release are made as of the date hereof and Bowood does not undertake 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.

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