Roadrunner Oil & Gas Inc.

November 19, 2009 09:00 ET

Roadrunner Oil & Gas Signs Amalgamation Agreement with Bowood Energy Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 19, 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.

Roadrunner and Bowood have entered into an amalgamation agreement dated November 18, 2009 (the "Amalgamation Agreement"). The Amalgamation Agreement contemplates that a wholly-owned subsidiary of Roadrunner will amalgamate with Bowood (the "Amalgamation") and continue as a new corporation ("Amalco"). Rather than receiving shares of Amalco, the shareholders of Bowood will instead receive 5.667 common shares of Roadrunner (each, a "Roadrunner Share") for each issued and outstanding Class A common share of Bowood (each, a "Bowood Share") owned. The exchange ratio is based on a deemed value of $0.15 per Roadrunner Share and a deemed value of $0.85 per Bowood Share. After completion of the Amalgamation, Bowood will become a wholly-owned subsidiary of Roadrunner and, together, the companies will continue to operate in oil and gas exploration, development and production.

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 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 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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