Canadian Shells

[Tackler]

I hope this dog will run, I have had to wait a long time...

Lamplighter finishes amalgamation with Blackdog

2006-01-13 12:25 ET - News Release

Mr. David Corcoran reports

BLACKDOG COMPLETES AMALGAMATION WITH LAMPLIGHTER

The amalgamation of Lamplighter Energy Ltd. and the privately owned Blackdog Resources Ltd. has been completed after being approved by the shareholders of each company.

The amalgamated company, Blackdog, has outstanding 10,031,675 common shares, warrants to acquire 2,407,678 common shares at an exercise price of 30 cents per share and options to acquire 854,632 common shares at exercise prices varying between 10 cents and 25 cents per share. Included in the common share amount are 690,000 common shares issued by private Blackdog as flow-through shares for tax purposes on Dec. 31, 2005, at 50 cents per share for gross proceeds of $345,000. The Blackdog directors and their families purchased 35 per cent of the flow-through private placement. This is the first part of the previously announced private placement of up to $3-million of both flow-through and non-flow-through common shares. Blackdog anticipates it will be closing its non-flow-through common share private placement priced at 40 cents per share on Jan. 31, 2006.

Management and directors of Blackdog

Blackdog's management is as follows:

George J. Hill, president and director

Mr. Hill has been a director and/or officer of various public and private oil companies over the past 30 years, including Bighorn Energy (now Enterra Trust Ltd.), Fall River Resources Ltd., Ryan Energy Ltd. and Jennifer Petroleum Ltd. Mr. Hill graduated from Michigan Tech University with a bachelor of science degree in business. Mr. Hill owns 720,000 common shares of Blackdog and resides in Calgary, Alta.

David A. Corcoran, chief financial officer, corporate secretary and director

Mr. Corcoran was the vice-president of operations for private Blackdog and was previously the corporate secretary and a director of Fall River Resources Ltd. He has a bachelor of commerce degree from the University of Ottawa. Mr. Corcoran and his spouse own 743,333 common shares of Blackdog and reside in Calgary, Alta.

T.W. (Tim) Morgan, director

Mr. Morgan is president of Morgan Air Services Co. Ltd., a private air charter company. He was executive vice-president of operations of Westjet Airlines Ltd. and has been a director since September, 1996. He is a graduate of Mount Royal College located in Calgary, Alta., and a member of its board of directors. Mr. Morgan controls 650,000 common shares of Blackdog and resides in Calgary, Alta.

Dr. Garth Von Hagen, director

Dr. Von Hagen has previously served on the board of CV Technologies Inc., a natural products manufacturer listed on the TSX Venture Exchange. Dr. Von Hagen graduated from the College of Dentistry at the University of Saskatchewan and is a practicing dentist residing in Edmonton, Alta. Dr. Von Hagen is currently enrolled in the executive MBA program at the University of Calgary. Dr. Von Hagen resides in Edmonton, Alta., and controls 385,000 shares of Blackdog.

Darcy Morgan, director

Mr. Morgan is a senior account executive with SAP Canada Ltd., a subsidiary of SAP AG Ltd. He has represented SAP to major oil and gas explorers and producers in Canada since 1998. Mr. Morgan has a bachelor of commerce degree from the University of Calgary. Mr. Morgan resides in Calgary, Alta., and he and his spouse own 200,000 common shares of Blackdog.

Alykhan Mamdani, director

Mr. Mamdani is the founder, president and a director of CriticalControl Solutions Corp., a TSX-V company. Mr. Mamdani has served on the board of various public and private companies. Mr. Mamdani has a bachelor of mathematics degree from the University of Waterloo, a bachelor of laws degree from the University of Western Ontario and a master of laws in corporate finance and law from Widener University in Wilmington, Del. Mr. Mamdani resides in Calgary, Alta., and owns 62,500 shares of Blackdog.

Future plans

The common shares of Blackdog will remain halted until Blackdog has satisfied certain requirements of the TSX-V, including removal of the encumbrances on its Whitebear property. On June 30, 2005, the operator placed a lien against the production of the wells until a $250,000 debt was satisfied. As of Jan. 12, 2006, this debt has been reduced to $78,586. Blackdog anticipates that the common shares will begin trading under the symbol DOG during the week of Jan. 16, 2006.

The amalgamation was the first step of the reverse takeover of Lamplighter by private Blackdog for the purposes of the policies of the TSX-V. The next step is to establish sufficient oil and gas reserves in order to meet the minimum listing requirements of the TSX-V. The TSX-V has notified Blackdog that it has six months to meet MLR or trading in its common shares may be halted or suspended. Blackdog plans to update the engineering report on its current properties for presentation to the TSX-V within the next two weeks, and anticipates the updated value of its properties will address the MLR concern.

Blackdog expects to have in excess of $1-million cash after transaction closing costs and after paying all valid Lamplighter debts, to spend on oil and gas properties and drilling prospects. Blackdog also expects to close its non-flow-through common share private placement on Jan. 31, 2006, which is expected to add to cash reserves. Blackdog's strategy with respect to its existing oil properties is to both enhance the production of the properties and maintain low overhead. Blackdog will be immediately performing necessary and long overdue maintenance on the wells on these properties to increase their production output at a nominal cost to the corporation. Blackdog also anticipates no abandonment liability on these wells in 2006.

Blackdog is working on the design of its website and anticipates it to be up and running by the end of January, 2006.

Blackdog anticipates making more announcements on strategic partnerships and developments in the near future.