Lamplighter Energy Ltd.
TSX VENTURE : LL

Blackdog Resources Ltd.

Blackdog Resources Ltd.

October 12, 2005 20:21 ET

Lamplighter Energy Ltd. and Blackdog Resources Ltd. Enter Into Amalgamation Agreement

CALGARY, ALBERTA--(CCNMatthews - Oct. 12, 2005) -

(Not for dissemination in the United States of America or any place other than Canada)

Lamplighter Energy Ltd. (TSX VENTURE:LL) ("Lamplighter") is pleased to announce, further to its press releases of July 26, 2005 and September 28, 2005, that it has entered into an amalgamation agreement (the "Amalgamation Agreement") with Blackdog Resources Ltd. ("Blackdog"), a private oil and gas company, providing for a reverse take-over ("RTO") of Lamplighter by Blackdog pursuant to TSX Venture Exchange ("TSXV") Policy 5.2.

Pursuant to the Amalgamation Agreement, the securityholders of each company will exchange their shares, stock options and share purchase warrants of Lamplighter and Blackdog, respectively, into equivalent securities of the new amalgamated company ("Amalco") on a one for one basis, at a deemed value of $0.20 per Amalco share. The name of Amalco will be "Blackdog Resources Ltd."

Concurrently with the closing of the RTO, Blackdog intends to raise an additional $2,000,000 to $3,000,000 (the "Private Placement") . It is anticipated that even if the RTO is not completed, Blackdog will proceed with the Private Placement. Subject to market conditions, Blackdog anticipates issuing a combination of flow-through and non flow-through shares under its Private Placement, with pricing between $0.35 to $0.50 per share. It is intended that the proceeds of the Private Placement will be used for the acquisition of oil and gas production and drilling prospects in Western Canada. It is expected that it will be necessary for Blackdog or Amalco to complete the acquisition of additional oil and gas properties in order for Amalco to meet the minimum listing requirements of the TSXV and complete the RTO. There is no assurance that the acquisition of the necessary oil and gas properties will occur prior to the shareholders' meetings of Lamplighter and Blackdog or at all.

The board of directors of Amalco shall be comprised of five nominees of Blackdog and one representative from the present Lamplighter board. The RTO is expected to be completed by December 9, 2005, subject to receipt of applicable shareholder and regulatory approval.

It is expected that meetings of the shareholders of both companies will be held on or about December 8, 2005, to consider and approve the proposed amalgamation. Management of Lamplighter and Blackdog will be preparing a joint information circular outlining the proposed RTO to be mailed to shareholders of both companies in conjunction with the meetings. The amalgamation must be approved by at least 2/3 of the shareholders of Lamplighter and Blackdog who vote at the meetings. There can be no guarantee that both company's shareholders will approve the amalgamation.

Not including any securities to be issued under the Private Placement, Amalco will have approximately 9,405,175 common shares, 2,438,928 warrants and 854,632 options outstanding. The combined company will have approximately $300,000 in debt, useable tax losses of approximately $2.5 million, $925,000 in cash and production of approximately 28 barrels of oil per day of light crude. The 15% discounted value of Amalco's main asset, which is a five well field in Whitebear, Saskatchewan is approximately $339,668 (based on a wellhead price of $41.47 Cdn per barrel). This value is before income tax and based on forecast pricing as assigned to the Corporation's reserves by Dobson Resource Management Ltd. as of January 1, 2005 in its National Instrument 51-101 compliant report (the "Report"). Amalco will also have an interest in a gas well in Manyberries, Alberta for which the Report has assigned no reserves.

The common shares of Lamplighter will remain halted until the TSXV has received its initial filing pursuant to the RTO.

Completion of the RTO is subject to a number of conditions, including but not limited to TSXV acceptance and Lamplighter and Blackdog shareholder approval. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the joint information circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Lamplighter and Blackdog should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Lamplighter Energy Ltd.
    Alykhan Mamdani
    Director
    (403) 299-9614
    Email: alyknhan@criticalcontrol.com
    or
    Lamplighter Energy Ltd.
    2400, 205 5th Ave SW
    Calgary, Alberta T2P 2V7
    or
    Blackdog Resources Ltd.
    David A. Corcoran
    VP Operations
    (403) 245-1726 or (403) 703-7127(c)
    Email: davidcor@telus.net
    or
    Blackdog Resources Ltd.
    109 Simcoe View SW
    Calgary, Alberta T3H 4N4