JJR IV Acquisition Inc.

July 08, 2008 18:47 ET

JJR IV Acquisition Inc.: Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - July 8, 2008) - JJR IV Acquisition Inc. (TSX VENTURE:JJV) -

JJR IV Acquisition Inc. ("JJR"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a letter of intent (the "Agreement") dated June 13, 2008, in respect of an arm's length business combination with a Red Deer, Alberta-based, privately held oil sands development exploration company, Blue Horizon Energy Inc. ("Blue Horizon"). Subject to the terms and conditions of the Agreement, JJR intends to acquire all of the issued and outstanding shares of Blue Horizon for an aggregate purchase price of $10,000,000 (the "Qualifying Transaction"). The purchase price will be satisfied by the issuance of 20,000,000 common shares ("Common Shares") of JJR on a post consolidated basis (see below) at a deemed price of $0.50 per share. At this time it is anticipated that the Qualifying Transaction will be completed by way of a share exchange agreement.

JJR is a capital pool company and intends the acquisition of Blue Horizon to be its qualifying transaction for purposes of the policies of the Exchange. Upon the successful completion of the Qualifying Transaction, JJR will be a junior natural resource issuer. JJR anticipates filing an information circular regarding the Qualifying Transaction, the consolidation and related matters in the near future.


Prior to completion of the Qualifying Transaction, subject to regulatory and shareholder approval, JJR will consolidate all issued and outstanding Common Shares on a 2 for 1 basis.

Closing Conditions

The closing of the proposed Qualifying Transaction is subject to a number of conditions including: (i) obtaining all necessary regulatory approvals, including the approval of the Exchange of the qualification of the acquisition as JJR's "Qualifying Transaction"; (ii) negotiating and entering into a definitive agreement (ii) obtaining the approval of the directors of JJR and Blue Horizon; (iii) completion of satisfactory due diligence reviews of Blue Horizon and JJR; and (iv) other conditions typical of a transaction of this nature.


An agreement has been entered into with Wolverton Securities Ltd. to raise between $10,000,000 and $15,000,000 through the issuance of post-consolidation Common Shares which may be issued on a flow-through basis at a price not less that $0.50. It is expected that the financing will be completed concurrently with the Qualifying Transaction.

Selected Resource Information - Blue Horizon Assets

Blue Horizon owns 100% interest in two oil sands leases across 14 sections of contiguous acreage in the Normandville area in the Peace River Oil Sands Area. Lease one is comprised of 5 sections (Sections 7 - 11 T79-22W5M). Lease two is comprised of 9 sections (Sections 14 - 22 T79 - 22W5M). The Bluesky bitumen-bearing sandstone formation is the primary zone of interest. The Bluesky is comprised of a high quality lower channel sand and a good quality upper valley fill sand. Both sands are bitumen-bearing in this region as confirmed by more than 70 wellbores that have penetrated the prospective interval, covering 60% of the land position.

Additional information regarding the resources held by Blue Horizon will be provided shortly in accordance with National Instrument 51-101.

Selected Financial Information

The following table sets forth certain audited financial information for JJR as at and for the period ended December 31, 2007:

Period from November 19, 2007
to December 31, 2007 (audited)

Total Assets $544,056
Total Liabilities $ 82,202
Expenses $(18,146)
Net Loss $ 18,146

Selected financial information for Blue Horizon will be provided shortly.

Information Regarding Blue Horizon

Blue Horizon was incorporated on October 13, 2005 under the Business Corporations Act (Alberta) and commenced operations in June of 2007. Blue Horizon's operations have been directed towards acquiring and operating oil and gas exploration and production properties. Its focus is on oil sands development in the Peace River area of Alberta. Blue Horizon acquired a 100% interest in oil sands leases on 14 sections of contiguous acreage in the Normandville area of the Peace River region of Alberta (the "Leases"). Blue Horizon's focus is on developing the Leases, including the acquisition of additional data to refine technical models, drill two stratigraphic wells and drill 2 dual leg 2000 meter horizontal wells and production test them. Additionally, Blue Horizon will continue to assess after bitumen properties for possible requisition.

Board of Directors, Management and Principal Vendor

Information regarding who will be the directors and officers of the resulting issuer upon completion of the Qualifying Transaction will be provided shortly. Also, information regarding the principal vendor will be provided.

Name Change

Upon completion of the Qualifying Transaction JJR will change its name to Blue Horizon Resources Corp. or a similar name, subject to shareholder approval.


JJR will apply to the Exchange for an exemption from the sponsorship requirements. There is no guarantee that such exemption will be provided by the Exchange.

Trading Halt and Further Press Release

The Common Shares are currently halted and will remain so until the required documentation can be provided to the Exchange. It anticipated an additional press release will be issued to provide additional information as required by the Exchange.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange approval. There can be no assurances that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of JJR should be considered highly speculative.

ADVISORY: Certain information in this press release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to the closing or completion of the Qualifying Transaction. Forwardlooking statements necessarily involve known and unknown risks, including, without limitation, risks associated with oil and gas production, marketing and transportation; loss of markets; volatility of commodity prices; currency and interest rate fluctuations; imprecision of reserve estimates; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; inability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to income tax, environmental laws and regulatory matters. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and JJR does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • JJR IV Acquisition Inc.
    Ronald D. Schmeichel
    (416) 972-6294
    Blue Horizon
    Don Allan
    (403) 340-0864, extension # 224