Canadian Shells

[Tackler]

Lamplighter enters RTO deal with Blackdog Resources

2005-07-26 18:05 ET - News Release

Mr. Alykhan Mamdani reports

LAMPLIGHTER ENERGY LTD. ENTERS INTO REVERSE TAKEOVER LETTER OF INTENT WITH BLACKDOG RESOURCES LTD.

Lamplighter Energy Ltd., pursuant to the letter of intent, will issue one common share for each common share of Blackdog Resources Ltd. The combined corporation will continue under the name "Blackdog Resources Ltd." with the current directors and officers of Blackdog plus one Lamplighter board member to be appointed on closing of the transaction. The president of Blackdog is George J. Hill, who has over 30 years of oil and gas industry experience and been involved with many successful private and public oil and gas companies. The other current directors and officers of Blackdog are T.M. (Tim) Morgan, executive vice-president, co-chief operating officer and a director of WestJet Airlines Ltd.; David A. Corcoran, vice-president operations and corporate secretary of Blackdog; Dr. Garth Von Hagen, DMD, a practicing dentist in Edmonton and former director of CV Technologies Inc.; and Darcy Morgan, senior account executive with SAP Canada Ltd. in Calgary.

Blackdog intends to complete private placements of flow-through and non-flow-through securities for total gross proceeds of approximately $2-million, on terms agreeable to both corporations based on market conditions. The final terms of the reverse takeover and the private placements are expected to be announced on or before Aug. 31, 2005, after due diligence has been completed by both parties.

Closing of the transaction is subject to a number of conditions including due diligence, board and (if required) shareholder approval, entering into a formal acquisition agreement and regulatory approval.