2010-01-14-2009-11-16

To acquire company with assets in AB/SK, gaining 650 BOE/d, 1.1 MMBOE proved.

Roadrunner Oil & Gas Inc., Vancouver, (Toronto Venture: ROA) plans to acquire privately held, Calgary-based Bowood Energy Corp. for approximately C$12.75 million in stock. Roadrunner will issue 5.667 common shares per Bowood share, based on an exchange value of C$0.15 per Roadrunner share and C$0.85 per Bowood share. Prior to a planned private placement, there are currently 71 million Roadrunner shares issued and outstanding. After completion of the acquisition, Bowood shareholders are expected to own approximately 85 million Roadrunner shares. Bowood has producing properties are primarily in southern Alberta, including the Lethbridge, Enchant, Badger and Long Coulee areas. The company also has land in central Alberta, the Peace River Arch area of northern Alberta, and Saskatchewan, totaling 71,000 net acres, 44% of which is undeveloped. Proved reserves total 1.1 million barrels of oil equivalent (1.76 million barrels proved plus probable). Bowood's production is 650 barrels of oil equivalent per day (85% gas). It also has 100 barrels of oil equivalent per day of gas production that has been shut-in but can be reactivated and 125 barrels of oil equivalent per day of gas production awaiting completion and tie-in, which is estimated to cost C$250,000. The Bowood management team is expected to replace the existing Roadrunner team after the deal closes. Richardson GMP Ltd. is advisor to Roadrunner. In conjunction with the acquisition, Roadrunner plans to privately place up to C$4 million of its shares, with an overallotment option for an additional C$1 million in shares. The shares will be priced at C$0.15 per share, with flow-through basis shares issued at C$0.17 per share. The proceeds will be used to carry on the company's business plan after the acquisition.