Blackbird Energy and Pennant Energy Announce Arrangement Agreement and Proposed Business Combination

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Blackbird Energy Inc. (TSX VENTURE:BBI) ("Blackbird") and Pennant Energy Inc.
(TSX VENTURE:PEN) ("Pennant") are pleased to announce that they have entered
into an arrangement agreement dated February 17, 2014 (the "Arrangement
Agreement"), whereby Blackbird will acquire all of the outstanding shares of
Pennant from the shareholders of Pennant (the "Pennant Shareholders") in
exchange for shares of Blackbird on the basis of one Pennant share for 0.42857
corresponding shares of Blackbird (the "Transaction"). The Transaction is
structured as a plan of arrangement (the "Arrangement") pursuant to the Business
Corporations Act (British Columbia) (the "Act"), and is expected to result in
Pennant becoming a wholly-owned subsidiary of Blackbird and Blackbird continuing
to trade on the TSX Venture Exchange under the trading symbol "BBI". The
consolidated entity is expected to carry on business as an oil and liquids
focused emerging producer.


The Transaction is intended to provide Pennant Shareholders with the synergies
and increased value of combining the Bigstone Montney and Mantario interests and
the opportunity to participate in a growth-oriented emerging oil and liquids
producer. In addition, the Transaction is intended to advance Blackbird's stated
business plan of growth through acquisitions, with a management team that has
had success growing and selling emerging producers. Upon closing of the
Transaction (the "Closing"), Blackbird is expected to have assets in both
Alberta and Saskatchewan which management believes will provide opportunities
for drilling and leveraging capital efficiencies including, on a consolidated
basis, a 50% working interest in the Bigstone Montney Project in Alberta, a 100%
interest in the Mantario Project in the Mantario area of West Central
Saskatchewan, a 100% interest in 21 sections in Greater Karr, Alberta and over
33 sections at Flaxcombe and Alsask, Saskatchewan. Completion of the Transaction
is also expected to add approximately 60 BOE/D of liquids-rich gas and oil
production for Blackbird. Blackbird intends to continue to grow through
appropriate acquisitions that are accretive on a per share basis.


Following the Closing, Blackbird will continue to be led by its existing
management team and board of directors. The Blackbird management team is led by
Garth Braun as President and Chief Executive Officer, Darrell Denney as Chief
Operating Officer, Ron Schmitz as Chief Financial Officer, Joshua Mann as Vice
President, Business Development, and Ralph Allen as Vice President, Exploration.



Transaction Summary

Pursuant to the Arrangement Agreement, Blackbird has agreed to acquire all of
the issued and outstanding shares of Pennant from the Pennant Shareholders in
exchange for corresponding shares of Blackbird in accordance with the exchange
ratio (the "Exchange Ratio") of 0.42857 common shares of Blackbird (each whole
share, a "Blackbird Share") for each common share of Pennant (a "Pennant
Share"). In other words, Pennant Shareholders will receive three Blackbird
Shares for every seven Pennant Shares. The outstanding stock options, warrants
and convertible debentures of Pennant will be adjusted, all according to their
respective terms. 


"This high quality acquisition will be a stepping stone as Blackbird begins the
transition into a junior producer. We believe that the assets of the combined
company will garner increased attention and will allow it to begin to unlock
hidden value" said Garth Braun, President and Chief Executive Officer of
Blackbird. 


The Closing is subject to a number of conditions, including the receipt of
requisite shareholder, court and regulatory approvals, and satisfaction of
certain other closing conditions that are customary for a transaction of this
nature. The Arrangement will need to be approved by not less than 66 2/3% of the
votes cast by Pennant Shareholders, voting in person or by proxy, at a special
meeting expected to be held on or about April 4, 2014 (the "Pennant Meeting").
Registered shareholders of Pennant may exercise rights of dissent in connection
with the Transaction in accordance with the Arrangement Agreement and Sections
237 to 247 of the Act. It is a condition to Closing that dissent rights shall
not have been exercised with respect to more than 5% of the issued and
outstanding Pennant Shares. The Arrangement also requires the approval of the
Supreme Court of British Columbia and the TSX Venture Exchange. 


Upon Closing, the former shareholders of Pennant are expected to hold
approximately 15.66% of the issued and outstanding common shares of Blackbird on
an undiluted basis, and approximately 14.65% of the issued and outstanding
common shares of Blackbird on a fully-diluted basis assuming all of the
outstanding Pennant stock options, warrants and convertible debentures are
exercised for corresponding securities of Blackbird and that all of the
outstanding stock options and warrants of Blackbird are also exercised.


Under the terms of the Arrangement Agreement, Pennant has agreed that it will
not solicit or initiate any inquiries or discussions regarding any other
business combination or sale of assets. Pennant has granted Blackbird the right
to match any superior proposals. The Arrangement Agreement also provides for a
reciprocal non-completion fee of $250,000. For more information on the
Arrangement and the Arrangement Agreement, please refer to the full text of the
Arrangement Agreement, a copy of which will be filed by each of Blackbird and
Pennant on SEDAR and will be available for viewing under their respective
profiles on www.sedar.com.


The Pennant Board has unanimously approved the Arrangement Agreement and, based
on a number of factors, determined that the Arrangement is in the best interests
of Pennant, and unanimously resolved to recommend that Pennant Shareholders vote
in favour of the Arrangement.


The Blackbird board of directors has also unanimously approved the Arrangement
Agreement and, based on a number of factors, determined that the Arrangement is
in the best interests of Blackbird.


The mailing of an information circular to the Pennant Shareholders regarding the
Pennant Meeting is expected to occur in mid-March, 2014, and the Pennant Meeting
is expected to occur on or about April 4, 2014. The Closing is expected to occur
within ten days after the Pennant Meeting, provided that all shareholder, court
and regulatory approvals are obtained and that all other conditions to Closing
have been satisfied.


Transaction Metrics

Pursuant to the Transaction, Blackbird will acquire non-operated oil and liquid
rich gas assets located in northwest and central Alberta which management of
Blackbird believes are of merit. The Transaction has the following
characteristics:




Total Transaction Price (including net debt)(1):       $2.64 million     
                                                                         
Production:                                            60 BOE/D          
                                                                         
Proved plus probable reserves (2):                     805 MBOE          
                                                                         
Assumed net debt:                                      $513,497          
                                                                         
Notes:                                                                   
  (1)   Assuming that 68,259,456 Pennant Shares will be acquired at a    
         deemed price of $0.03 per Pennant Share and that net Pennant    
         debt of $513,497 will be assumed by Blackbird, and inclusive of 
         estimated Transaction costs of $75,000.                         
  (2)   Company gross reserves being Pennant's working interest share    
         before deduction of royalties and without including any royalty 
         interests of Pennant. The proved reserves are 151 MBOE and the  
         probable reserves are 653 MBOE. Based on the independent reserve
         report dated effective June 30, 2013, prepared by GLJ Petroleum 
         Consultants (the "Report") in accordance with NI 51-101 and the 
         COGE Handbook.                                                  



The Transaction is accretive to Blackbird on a per share basis on all key
metrics. Using the $0.03 implied price per Pennant Share, the Transaction
metrics are as follows (net of undeveloped land value):




Production:                                    $42,436 per BOE/D   
                                                                   
Proved plus probable reserves:                 $3.16 per barrel    



Strategic Rationale for the Transaction

The Transaction is intended to advance Blackbird's business plan of growth
through carefully targeted acquisitions, and to provide Pennant Shareholders
with the synergies of and increased value of combining the Bigstone Montney and
Mantario interests and an opportunity to participate in a growth oriented
emerging producer with a management team that has had success growing and
selling emerging producers. 


Management and the Board of Directors of each of Blackbird and Pennant believe
that the Transaction will provide significant benefits to both sets of
shareholders and will have the following key characteristics:




--  the pro forma company will be geared to increase production through
    further acquisitions and drilling opportunities; 
--  Pennant's assets are complimentary to Blackbird's existing portfolio -
    the pro forma company will control a 100% working interest at Mantario
    and 50% at Bigstone; 
--  Blackbird believes that there is significant unrealized value in the
    assets of the pro forma company; 
--  the pro forma company is expected to benefit from an experienced board
    of directors and technically focused management team with a proven track
    record of value creation in both public and private companies; 
--  the combined company will have significantly more cash flow per share
    and production per share than each of Blackbird and Pennant alone; and 
--  the integration of the operations of Blackbird and Pennant are intended
    to allow the combined company to realize improvements in operating costs
    and corporate overhead costs which are expected to result in improved
    netbacks and cash flow.



Key Attributes of Pro Forma Blackbird

Management and the Board of Directors of each of Blackbird and Pennant believe
that the pro forma Blackbird will have the following key attributes following
completion of the Transaction:




--  a high quality, west central Saskatchewan and northwest Alberta focused
    asset base with strong netbacks and lower decline rates, providing the
    pro forma company with a sturdy platform of predictable cash flow as it
    makes its transition to a junior producer; 
--  high working interest properties which management believes have
    unrealized value; 
--  over 25 net sections of Montney land with current production of greater
    than 60 BOE/D; 
--  current corporate production of over 160 BOE/D; 
--  low decline assets;  
--  low general and administrative expenses allowing for funds to be
    deployed into value drivers such as drilling and accretive acquisitions;
    and 
--  1.683 MMBOE of Proved plus Probable reserves with significant upside.(1)

Notes:                                                                    
  (1)  Company gross reserves being the pro forma company's working       
       interest share before deduction of royalties and without including 
       any royalty interests of Pennant. Based on the Report, in          
       accordance with NI 51-101 and the COGE Handbook.                   



Further Information

Blackbird Energy Inc. is a Western Canadian based company that explores,
develops and produces oil and natural gas in Western Canada. The Company is
managed by a proven technical team. Blackbird trades on the TSX Venture Exchange
under the symbol BBI. Blackbird's team is focused on originating new high
quality oil projects through the assembly of land positions in Saskatchewan and
Alberta.


Pennant is an oil and liquids focused development and production company with
non-operated assets located in Saskatchewan, and Alberta.


Further information about Blackbird and Pennant may be found in their respective
continuous disclosure documents filed with Canadian securities regulators under
each of their profiles on SEDAR at www.sedar.com. A copy of the Arrangement
Agreement will be available under both Blackbird and Pennant's profiles on SEDAR
at www.sedar.com. In addition, a detailed description of the Arrangement
Agreement and the Transaction will be included in the management information
circular which will be mailed to Pennant shareholders in advance of the Pennant
Meeting and will be filed under Pennant's profile on SEDAR at www.sedar.com. 


Disclaimer for Forward Looking Statements 

The term barrels of oil equivalent ("BOE") may be misleading, particularly if
used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel
(6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. All BOE conversions in the
report are derived from converting gas to oil in the ratio mix of six thousand
cubic feet of gas to one barrel of oil. 


Original oil in place (OOIP) is the equivalent to Discovered Petroleum Initially
In Place (DPIIP) for the purposes of this Release. DPIIP is defined as quantity
of hydrocarbons that are estimated to be in place within a known accumulation,
plus those estimated quantities in accumulations yet to be discovered. There is
no certainty that it will be commercially viable to produce any portion of the
resources. 


Certain information included in this press release constitutes forward-looking
information under applicable securities legislation. Forward-looking information
typically contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook, or statements
that certain events or conditions "may" occur. Forward-looking information in
this press release includes, but is not limited to, statements regarding the
expectations of management of Blackbird and Pennant regarding: (i) the
Arrangement; (ii) completion of the Arrangement; (iii) the pro-forma
consolidated company resulting from the Arrangement; (iv) pro-forma
capitalization of the resulting issuer; (v) the assets of the resulting issuer;
(vi) management of the resulting issuer; (vii) the Pennant Meeting; (viii)
timing for the Pennant Meeting, delivery of meeting materials and timing for
Closing; (ix) production, proved and probable reserves of the resulting issuer;
(x) the intended benefits of the Transaction to both Blackbird and Pennant; and
(xi) financial position and condition of the resulting issuer. Although
Blackbird and Pennant believe that the expectations reflected in the
forward-looking information are reasonable, there can be no assurance that such
expectations will prove to be correct. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the statements
including, without limitation, the risks that: 

(1) the Arrangement may not be completed for any reason whatsoever, including
that the shareholder, court and/or regulators may not approve the Transaction;
(2) the resulting issuer may not have the key attributes or proposed benefits
outlined in this press release; (3) the capitalization, assets and management of
the resulting issuer may be different than expected; (4) the Pennant Meeting may
not occur as scheduled or at all; (5) the materials for the Pennant Meeting may
not be delivered to Pennant shareholders as scheduled or at all; (6) the
production, proved and probable reserves of the resulting issuer may be
different than what is anticipate dint his news release; and (7) the financial
position and condition of the resulting issuer may be different than
anticipated. Although Blackbird and Pennant believe that the expectations
reflected in its forward-looking information are reasonable, undue reliance
should not be placed on forward-looking information because Blackbird and
Pennant can give no assurance that such expectations will prove to be correct.
In addition to other factors and assumptions which may be identified in this
press release, assumptions have been made regarding and are implicit in, among
other things, the timely receipt of any required regulatory approvals (including
Court and shareholder approvals). Readers are cautioned that the foregoing list
is not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations, estimates and
projections that involve a number of risks and uncertainties which could cause
actual results to differ materially from those anticipated by Blackbird and
Pennant and described in the forward-looking information. The forward-looking
information contained in this press release is made as of the date hereof and
Blackbird and Pennant undertake no obligation to update publicly or revise any
forward-looking information, whether as a result of new information, future
events or otherwise, unless required by applicable securities laws. The forward
looking information contained in this press release is expressly qualified by
this cautionary statement. 


The estimates of net debt and funds from operations contained in this press
release are financial outlooks within the meaning of applicable securities laws.
These financial outlooks have been prepared by management of Blackbird to
provide an outlook of Blackbird's anticipated funds from operations for a full
year of operations with its current assets and based on management's
expectations and assumptions as to a number of factors, including commodity
pricing, production, operating expenses and royalties. Readers are cautioned
that this information may not be appropriate for any other purpose. Management
does not have firm commitments for all of the costs, expenditures, prices or
other financial assumptions used to prepare the financial outlooks or assurance
that such results will be achieved. The actual results of Blackbird will likely
vary from the amounts set forth in the financial outlooks and such variation may
be material. Blackbird and its management believe that the financial outlooks
have been prepared on a reasonable basis, reflecting the best estimates and
judgments, and represent, to the best of management's knowledge and opinion,
Blackbird's expected expenditures and results of operations following completion
of the Transaction. However, because this information is highly subjective and
subject to numerous risks, including the risks discussed under the note
regarding Forward Looking Statements, it should not be relied on as necessarily
indicative of future results. Except as required by applicable securities laws,
Blackbird undertakes no obligation to update this information. 


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The Blackbird Shares to be offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as amended and may not
be offered or sold in the United States or to a U.S. person absent registration
or an applicable exemption from the registration requirements. 


THE TECHNICAL INFORMATION CONTAINED IN THIS RELEASE HAS NOT BEEN FULLY REVIEWED
BY THE TSX VENTURE EXCHANGE AND, AS SUCH, REMAINS SUBJECT TO CONTINUING REVIEW
AND ACCEPTANCE. 


NEITHER THE 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. 



FOR FURTHER INFORMATION PLEASE CONTACT: 
Pennant Energy Inc.
Garth Braun
President and CEO
(604) 688-2295


Pennant Energy Inc.
Doren Quinton
Investor Relations
(250) 377 1182
www.pennantenergy.com


Brisco Capital Partners Corp.
Katrin Tosine
Director of Investor Relations
(647) 388-4984
kat@briscocapital.com


Blackbird Energy Inc.
Garth Braun
President and CEO
(604) 688-2295


Blackbird Energy Inc.
Joshua Mann
Vice President, Business Development
(403) 390-2144
www.blackbirdenergyinc.com
Blackbird Energy Inc. (TSXV:BBI)
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