Result Announces Strategic Acquisitions, a $125 Million Bought Deal Financing and Sets Initial 2010 Guidance
December 10 2009 - 7:02AM
Marketwired Canada
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Result Energy Inc. ("Result" or the "Company") (TSX VENTURE:RTE) is pleased to
announce that it has entered into agreements pursuant to which Result will
acquire all of the outstanding class A shares (including the class A shares to
be issued on the conversion of outstanding class B shares) of Nexstar Energy
Ltd. ("Nexstar") (TSX VENTURE:NXE.A), complete two asset acquisitions (the
"Assets") and acquire all of the common shares of a private company (the
"Private Company") (collectively, the "Acquisitions"). Result is also pleased to
announce a $125 million financing (the "Financing") of special warrants
convertible into Result Shares. The Acquisitions and Financing position the
Company as a premier Cardium light oil resource company with outstanding growth
prospects and financial flexibility.
Result and Nexstar have entered into an arrangement agreement (the "Nexstar
Arrangement") pursuant to which each Nexstar shareholder will receive 1.05
Result common shares ("Result Shares") for each Nexstar class A share ("Nexstar
Share") held. This represents approximately a 30 percent premium to Nexstar
shareholders based on the 5-day weighted average prices of Result Shares and
Nexstar Shares.
Result has also entered into two agreements ("Asset Agreements") to acquire the
Assets (collectively, the "Asset Acquisitions") for consideration of
approximately $50.0 million of cash and $4.0 million of Result Shares at the
deemed price of $0.28.
In addition, Result has entered into a definitive agreement ("Private Company
Agreement") to acquire the Private Company for approximately $9.7 million
(including the assumption of net debt) comprised of a combination of cash and
Result Shares, as elected by the shareholders of the Private Company prior to
close (the "Private Company Acquisition").
Finally, the Company announces that it has entered into an agreement with a
syndicate of underwriters, led by Macquarie Capital Markets Canada Ltd. and
including National Bank Financial Inc., FirstEnergy Capital Corp., GMP
Securities L.P., BMO Capital Markets, CIBC World Markets Inc., Cormark
Securities Inc., Genuity Capital Markets, TD Securities Inc., Research Capital
Inc. and Thomas Weisel Partners Canada Inc., providing for the purchase, on a
bought deal basis, of 445,000,000 special warrants ("Special Warrants") at a
price of $0.28 per Special Warrant for gross proceeds of $124,600,000. The
Financing will allow the Company to close the Acquisitions and also fund an
aggressive two year Cardium development drilling program. Approximately $5
million of the Financing will be subscribed for by insiders of Result further
aligning management and Board interests with our shareholders.
Brett Herman, President & CEO of Result commented, "The acquisitions and
financing announced today position us as a premier Cardium light oil resource
player. The Cardium light oil resource play holds tremendous potential and we
believe that the foundation we have laid today provides an excellent growth
platform to successfully execute management's strategy of acquiring, exploiting
and exploring. With extensive experience in exploiting tight, light oil
reservoirs we will aggressively develop this large resource on the lands we have
just acquired."
NEXSTAR ARRANGEMENT
Pursuant to the terms of the Nexstar Arrangement, Result expects to acquire all
of the issued and outstanding shares of Nexstar at an exchange ratio of 1.05
Result Shares for each Nexstar Share. In addition, Result will assume
approximately $6 million of net debt, including anticipated proceeds from the
exercise of Nexstar stock options and warrants. The aggregate consideration for
Nexstar (including net debt) is approximately $44.4 million based on the deemed
price of $0.28 per Result Share.
The assets to be acquired pursuant to the Nexstar Arrangement include lands and
production in the Pembina area. The Nexstar assets include 8 net Cardium
sections on which Result management has identified more than 30 net horizontal
Cardium light oil locations and current Cardium production of approximately 175
boepd (90% light oil).
The Board of Directors of Nexstar has unanimously approved the Nexstar
Arrangement. The Nexstar Board has concluded that the Nexstar Arrangement is in
the best interests of its shareholders and has resolved to recommend that
holders of Nexstar Shares vote their securities in favour of the Nexstar
Arrangement. The Nexstar Arrangement agreement contains a mutual non-completion
fee of $1.5 million payable by Nexstar or Result to the other, as the case may
be, in certain circumstances if the Nexstar Arrangement is not completed.
The Board of Directors, management and certain shareholders of Nexstar,
representing 30 percent of the fully diluted shares outstanding have entered
into lock-up agreements to vote their securities in favour of the Nexstar
Arrangement. It is anticipated that a meeting of Nexstar shareholders will be
held in early February to approve the Nexstar Arrangement. Closing is expected
to occur in February 2010, subject to regulatory approval, approval of Nexstar
shareholders and certain other conditions.
ASSET ACQUISITIONS
Under the terms of the Asset Acquisitions, Result expects to acquire the Assets
for approximately 14.3 million Result Shares and $50 million cash, for combined
consideration of approximately $54 million, based on a deemed equity price of
$0.28 per Result Share. The properties to be acquired pursuant to the Asset
Acquisitions are primarily comprised of a contiguous land block in the West
Pembina area which Result believes to be highly prospective for Cardium light
oil production. The lands include over 40 net Cardium sections on which Result
management has identified more than 160 net horizontal Cardium light oil
locations. The Assets being acquired are currently producing over 100 boepd (75
percent natural gas).
The Asset Acquisitions are expected to close on or before December 29, 2009 and
have an effective date of November 1, 2009.
PRIVATE COMPANY ACQUISITION
Pursuant to the terms of the Private Company Agreement, Result has agreed to
acquire all of the outstanding common shares of the Private Company by means of
an exempt takeover bid for total consideration of $9.7 million, including the
assumption of net debt, for a combination of cash and Result Shares. The Private
Company lands include more than 9 net sections of prospective Cardium acreage
upon which Result has identified over 35 net horizontal Cardium light oil
locations. The Private Company is currently producing over 50 boepd (80 percent
natural gas).
Holders of approximately 41% of outstanding Private Company common shares have
agreed to sell their shares to Result, and the Private Company Agreement
provides for a mutual non-completion fee of $300,000 in the event the
transaction is not completed in certain circumstances. The Private Company
Acquisition is anticipated to close on or about December 29, 2009, and
completion is subject to certain conditions and the receipt of all regulatory
approvals, including the approval of the TSXV.
BOUGHT DEAL FINANCING
The Company announces that it has entered into an agreement with a syndicate of
underwriters, led by Macquarie Capital Markets Canada Ltd. and including
National Bank Financial Inc., FirstEnergy Capital Corp., GMP Securities L.P.,
BMO Capital Markets, CIBC World Markets Inc., Cormark Securities Inc., Genuity
Capital Markets, TD Securities Inc., Research Capital Inc. and Thomas Weisel
Partners Canada Inc., providing for the purchase, on a bought deal basis, of
445,000,000 special warrants ("Special Warrants") at a price of $0.28 per
Special Warrant for gross proceeds of $124,600,000.
Each Special Warrant will entitle the holder thereof to receive one Result Share
on the exercise or deemed exercise of the Special Warrant. The Special Warrants
will be exercisable for no additional consideration and all unexercised Special
Warrants will be deemed to be exercised on the earlier of (a) four months and a
day following the closing of the Financing, and (b) the fifth business day
following the issuance of a receipt by the securities regulatory authorities in
all of the applicable provinces for a final prospectus qualifying the Result
Shares to be issued upon the exercise of the Special Warrants. Result shall use
its best commercial efforts to obtain such a receipt for a final prospectus on
or before February 10, 2010. Until the receipt is issued for such prospectus,
the Special Warrants as well as the Result Shares issuable upon exercise thereof
will be subject to a four month hold period under applicable Canadian securities
laws.
The net proceeds of the Financing will be used to fund a portion of the cash
payable by Result for the Acquisitions, for 2010 capital expenditures and for
general corporate purposes. Closing of the Financing is subject to customary
conditions and regulatory approvals, including the approval of the TSXV. Closing
is expected to occur on or before December 29, 2009.
CARDIUM RESOURCE PLAY
The four acquisitions that Result has entered into are focused on the large
oil-in-place light, sweet Cardium oil resource play. Management estimates
discovered and undiscovered petroleum initially-in-place ("PIIP")(1) of more
than 6 mmbbls (gross) per section of land in its area of focus. The Cardium
formation is characterized as a solution gas drive reservoir which produces high
netback, 38 degree light, sweet crude oil, with limited water production, from
low permeability rock which is ideally suited for horizontal wells using
multi-stage fracture stimulation technology.
Pro forma the Acquisitions, Result will have more than 60 net sections of land
prospective for Cardium light oil production. Result has identified an unbooked
drilling inventory of more than 240 net horizontal drilling locations
representing potential future capital expenditures of over $600 million.
Management estimates that each successful Cardium well adds more than $3 million
of net present value (at a 10 percent discount rate, using Sproule & Associates
October 31, 2009 price forecast). With the attractive economics associated with
this premier light oil asset, and the extensive drilling inventory that Result
has compiled, the Cardium light oil resource play will be a focus of Result for
many years.
(1). There is no certainity that any portion of the undiscovered resource will
be discovered. In addition, no recovery assesment has been conducted at this
time and Result does not make any representation as to whether any of the PIIP
is commercially recoverable.
STRATEGIC RATIONALE
The Result management team has extensive experience in consolidating and
developing large original-oil-in-place assets, having successfully expanded the
Bakken light oil resource play in southeast Saskatchewan with the drilling and
completion of approximately 300 horizontal wells using multi-stage fracture
stimulation technology while at TriStar Oil & Gas Ltd. With the completion of
the Acquisitions, Result will have 240 identified Cardium light oil locations
ideally suited for management's development expertise. Additionally, with the
completion of the Financing, Result will be sufficiently capitalized to execute
aggressive drilling programs in 2010 and 2011 to continue the delineation and
development of the Cardium resource play. With the combination of extensive well
control, large oil-in-place reservoir, encouraging intitial production rates
from other producers in the area and Result's significant technical experience,
management is excited about the platform that has been established by these
transactions and will look to use its expertise to aggressively grow its
position in this exciting play using its strategy of acquiring, exploiting and
exploring.
FINANCIAL ADVISORS
Macquarie Capital Markets Canada Ltd. and National Bank Financial Inc. acted as
financial advisors to Result with respect to the Acquisitions. BMO Capital
Markets, FirstEnergy Capital Corp. and TD Securities Inc. acted as strategic
advisors to Result with respect to the Acquisitions.
Peters & Co. Limited acted as financial advisor to Nexstar and has provided
Nexstar's Board of Directors with its verbal opinion that, subject to its review
of the final form of the documents effecting the transaction, the consideration
payable to Nexstar under the Nexstar Arrangement is fair, from a financial point
of view, to Nexstar Shareholders.
OUTLOOK
Result is very well positioned with strong financial flexibility and an
extensive, resource based drilling inventory that has extremely attractive
economics. It is expected that on the closing of the Acquisitions, Result's
intial 2010 capital expenditure program will be set at $60 million including the
drilling of approximately 20 net Cardium light oil horizontal wells. Based upon
this initial capital budget for 2010, management anticipates production to
average 1,400 boepd in 2010 (60 percent light oil) with an exit rate of over
2,250 boepd (75 percent light oil).
As a result of the successful execution of management's strategy, Result is well
positioned to continue to grow its reserves, production and cash flow per share
and has the following key attributes:
High Quality Assets: High netback light, sweet oil and natural
gas production focused on the Cardium play;
Cardium light oil production has an
operating netback of over $45 per bbl at
C$80 WTI
Long Life Reserves: Greater than 2.6 mmboe of proved plus
probable reserves based on internal
estimates
High Quality Production: Current production of more than 700 boepd
(75 percent natural gas); 2010 guidance of
1,400 boepd (average) (60 percent light
oil); and 2,250 boepd (exit) (75 percent
light oil)
Significant Upside Potential: Greater than 240 Cardium drilling locations
on more than 60 net sections of prospective
lands providing for a greater than 10 year
drilling inventory based on the initial
2010 capital budget
Financial Flexibility: Greater than $70 million of cash (pro forma
estimate)
Shares Outstanding: 1,000 million basic (pro forma estimate)
1,235 million fully diluted
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. More particularly, this
press release contains statements concerning the anticipated dates for the
closing of the disclosed transactions and financing, anticipated exploration and
development opportunities, anticipated recovery factors, anticipated 2010
capital expenditures and the anticipated 2010 average and exit rates of
production.
The forward-looking statements contained in this document are based on certain
key expectations and assumptions made by Result, including: (i) with respect to
the anticipated closing dates of the transactions and financing, expectations
and assumptions concerning timing of receipt of required shareholder, court and
regulatory approvals and third party consents and the satisfaction of other
conditions to the completion of the transactions and financing and (ii) with
respect to the anticipated exploration and development opportunities,
anticipated recovery factors, anticipated 2010 capital expenditures and the
anticipated 2010 average and exit rates of production, expectations and
assumptions concerning the success of future exploration and development
activities, the performance of existing wells, the performance of new wells and
prevailing commodity prices.
Although Result believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not
be placed on the forward-looking statements because Result can give no assurance
that they will prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, the failure to obtain necessary regulatory approvals or satisfy the
conditions to closing the transactions and financing, risks associated with the
oil and gas industry in general (e.g., operational risks in development,
exploration and production; delays or changes in plans with respect to
exploration or development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections relating to
production, costs and expenses, and health, safety and environmental risks),
commodity price and exchange rate fluctuations and uncertainties resulting from
potential delays or changes in plans with respect to exploration or development
projects or capital expenditures. Certain of these risks are set out in more
detail in Result's Annual Information Form which has been filed on SEDAR and can
be accessed at www.sedar.com.
The forward-looking statements contained in this document are made as of the
date hereof and Result 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 so required by applicable
securities laws.
MEANING OF BOE
When used in this press release, boe means a barrel of oil equivalent on the
basis of 1 boe to 6 thousand cubic feet of natural gas. Boepd means a barrel of
oil equivalent per day.
Boe's may be misleading, particularly if used in isolation. A boe conversion
ratio of 1 boe for 6 thousand cubic feet of natural gas is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
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