CALGARY, ALBERTA--(Marketwire - Oct.
1, 2009) -
THIS NEWS RELEASE IS NOT FOR DISSEMINATION
IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES.
BlackWatch Energy Services Corp. ("BlackWatch" or
the "Company") (TSX:BWT) is pleased to announce two
transactions that mark a significant new initiative into the international
marketplace that will provide a platform for additional future growth. These
transactions are the acquisition of 6 drilling rigs currently operating in
Mexico and the entering into of an agreement to acquire a private directional
services company with operations focused in Latin America. BlackWatch is also
pleased to announce the appointment of Paul Hudson to the Board of Directors.
Drilling Rigs Acquisition
BlackWatch has completed the
acquisition of six drilling rigs currently operating in Mexico from a major
international energy services company. The acquired rigs are three
diesel-electric triples and three "super single" style rigs, with
maximum depth capacities ranging from 3,500 metres to 4,500 metres. The super
single rigs are newly commissioned, state of the art, flexible and capable of
operating in deeper applications. The triples have a mixture of self-moving,
top drive and pipe handling systems. Included in the acquisition is a full
complement of related operating assets including camps and high-end pressure
control equipment. The purchase price for the acquisition was US$67.5 million
which was settled with cash.
The drilling rigs will be subject to
a long term drilling services contract with the vendor, pursuant to the vendor's
integrated project management contract with Petroleos Mexicanos ("Pemex"),
the national oil company of Mexico. The drilling services contract, to be
finalized by BlackWatch and the vendor in the very near future, will provide
that the rigs acquired by BlackWatch will be the last third party drilling rigs
to be terminated for use by the vendor in the Chicontepec Basin of Mexico. The
vendor has multiple long-term contracts with Pemex to drill wells in this
region and BlackWatch understands that these Pemex contracts, together with the
long-term drilling services contract to be entered into with BlackWatch, will
provide drilling operations for BlackWatch in this Basin for several years into
the future. The long-term drilling services contract will provide a
fixed day rate for each rig, subject to cost escalation adjustments annually.
Additionally, BlackWatch's relationship with the vendor has the potential to
provide additional services revenue in the future, and allow for the relocation
by BlackWatch of currently underutilized equipment from Canada.
The acquired rigs are currently
operating in the Chicontepec Basin, which is a large oil basin located
north-east of Mexico City covering an area of approximately 3,800 km2. The
Chicontepec Basin is a strategic growth area for Pemex which has announced an
intention to drill 17,500 wells in this area over the next fourteen years. John
King, President and CEO of BlackWatch commented "We are pleased to be able
to conclude an acquisition of this size in Mexico, a country which is committed
to spending significant capital to offset declining offshore production levels.
The ability to keep these rigs highly utilized and generating significant
EBITDA for the foreseeable future is also a unique opportunity. I believe that
this acquisition will provide a solid base of operations for BlackWatch in
Mexico and the region from which we plan to add organic growth in the
future."
Directional
Services Acquisition
BlackWatch has also
entered into a binding letter of intent to purchase a private directional
services business for approximately US$16.5 million. The purchase price will
consist of a cash payment in the amount of US$3 million, the issuance by
BlackWatch of 11.4 million common shares and the assumption of approximately
US$400,000 in net debt. The common shares to be issued will be subject to an
escrow agreement to be entered into between BlackWatch and the former owners of
the business, which will contain both time release and performance release
conditions. The closing of this acquisition is expected to occur in late
October 2009.
The business to be acquired currently
has limited operations in the United States, with the majority of its focus
being in Mexico. Demand for directional services is increasing with the shift
in drilling operations to horizontal applications, particularly in Latin
America. This business has established strong relationships and operating
capabilities with key customers in Mexico and the United States, including with
large operators in the Haynesville, Barnett and Fayetteville shale regions of
the U.S. The business has also established a significant field operating
infrastructure in the Chicontepec Basin. The key individuals involved in this
business, who pursuant to the transaction are to continue with BlackWatch, have
a significant established track record in Latin America. John King stated
"Having previously worked with the principals involved in this business in
Latin America, and admired what they have developed in a short period of time,
I am confident they can continue to generate significant growth for BlackWatch
in Mexico and elsewhere in the region. This acquisition, from a service line
and geographical point of view, fits extremely well with our long-term vision
for BlackWatch."
This acquisition is subject to a
number of conditions including BlackWatch's satisfactory due diligence review,
the negotiation and execution of a definitive acquisition agreement and the
receipt of all necessary approvals, including the approval of the Toronto Stock
Exchange.
The combination of the drilling rigs
acquisition and the directional services business in Mexico will provide the
Company with a unique well construction platform to capture organic growth
opportunities internationally.
Change in Composition of the Board
Mr. Howard Crone has resigned as a
member of the Board of Directors of the Company. The Board of BlackWatch thank
Mr. Crone for his contribution to the Company since its inception and wish him
well in his future endeavours.
The Board of Directors has appointed
Paul Hudson to the Board. Management of BlackWatch believes that Mr. Hudson
will provide invaluable guidance on its new international operations due to Mr.
Hudson's extensive international energy services experience, especially in
Mexico where he resides.
Outlook
BlackWatch anticipates that pro forma
the closing of these two acquisitions, BlackWatch will have approximately 240
million common shares outstanding and little or no net debt. Hank Swartout,
BlackWatch's Chairman, stated "I am pleased that we have been able to
execute these unique acquisitions with the right service lines, the right
people and in the right markets. This is a geographic marketplace where both
John and I have significant experience and will be an area of meaningful growth
for BlackWatch. We are also fortunate to be able to add someone of Paul's
caliber to the Board who can be proactive in building our business in Latin
America."
Conference Call
The Company will host an investor
conference call today at 9:30 a.m. Mountain Daylight Time. Conference call
dial-in details are as follows:
Toll-free dial in number: 1 866-792-1318
Conference ID: 5567764
This news release
shall not constitute an offer to sell or the solicitation of any offer to buy
the securities in any jurisdiction. The common shares
to be issued pursuant to the acquisition of the directional services business
will not be and have not been registered under the United States Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or applicable exemption from the registration requirements.
ABOUT BLACKWATCH
ENERGY SERVICES CORP.
BlackWatch is a diversified
international energy services company that provides a range of services to its
customers including drilling and related services, wireline services, oilfield
hauling, production services and oilfield equipment rentals. The common shares
of BlackWatch trade on the Toronto Stock Exchange under the symbol
"BWT".
FORWARD LOOKING STATEMENTS
This news release
contains forward-looking statements and forward-looking information within the
meaning of applicable securities laws. The use of any of the words
"expect", "anticipate", "continue",
"estimate", "objective", "ongoing",
"may", "will", "project", "should",
"believe", "plans", "intends" and similar
expressions are intended to identify forward-looking information or statements.
More particularly, and without limitation, this news release contains
forward-looking statements and information, including the anticipated use of the acquired
drilling rigs and the directional services business, the anticipated closing
date for the directional services acquisition, the future arrangements to be
entered into between BlackWatch and the sellers of the directional services
business and BlackWatch's anticipated international business strategy.
These
forwardâ‘looking statements and information are based on certain key
expectations and assumptions made by BlackWatch regarding the sellers
fulfilling the terms and conditions under the agreement governing the
acquisition of the rigs, the ability to negotiate a definitive agreement with
respect to the directional acquisition, receipt of all necessary
approvals, and expectations with respect to the contracts, current operations
and business
prospects relating to the acquired rigs and the acquired business. Although BlackWatch
believes that the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance should not
be placed on the forward-looking statements and information because BlackWatch
can give no assurance that they will prove to be correct.
Since forward-looking
statements and information address future events, by their nature, such
statements and information involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a
number of factors and risks, including failure to successfully negotiate a
definitive agreement with respect to the directional services acquisition, fluctuations in the market for oil
and gas and related products and services; failure of counterâ‘parties to perform
on contracts; failure to receive required regulatory approvals; and political and economic condition,
including those in Mexico. Blackwatch has provided the forward-looking statements
herein in reliance on certain assumptions that they believe are reasonable at
this time. These forward-looking statements may change for a number of reasons.
Accordingly, readers should not place undue reliance on the forward-looking
statements and information contained in this news release concerning these
times.
Readers are
cautioned that the foregoing list of factors is not exhaustive. Additional
information on these and other factors that could affect the operations or
financial results of BlackWatch are included in reports on file with the
applicable securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com). The forward-looking statements and information
contained in this news release are made as of the date hereof and BlackWatch
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future
events or otherwise, unless as required by applicable securities laws.