Altura Energy Inc. ("Altura" or the "Corporation") (TSXV: ATU) is
pleased to announce it has entered into a definitive agreement for
an asset sale with a private company ("PrivateCo"). Under the
terms of the agreement, PrivateCo will acquire a 12.5% working
interest (the "Disposition Assets") in the Corporation's
production, wells, lands and facilities for $7.0 million in two
transactions. The asset sale provides Altura the funding to
advance drilling its oil prospect in the Entice area of Alberta
while maintaining financial strength and flexibility to continue
development of the Rex pool at Leduc-Woodbend.
The first transaction closed on December 4,
2019, whereby Altura divested Disposition Assets equal to 7.0% of
corporate assets for $3.5 million. Proceeds will primarily be
used to drill a horizontal well in the Entice area on or before
March 31, 2020. Altura will carry PrivateCo for a 7.0%
working interest in the well.
The second transaction will close on or before
December 31, 2020 whereby Altura will divest 5.5% of corporate
assets for $3.5 million. Proceeds will primarily be used to
drill a second horizontal well in the Entice area or a horizontal
well in the Leduc-Woodbend area on or before December 31,
2020. If the well is drilled in Entice, PrivateCo will be
carried for a 5.5% working interest in the well.
In the event a second well is drilled in Entice
and both parties agree to drill a third well in Entice, the
agreement provides for a third transaction whereby Altura will
divest an additional 4.0% of corporate assets for $3.0 million.
Proceeds would primarily be used to drill a horizontal well in
Entice on or before December 31, 2021. Altura would carry PrivateCo
for a 4.0% working interest in the well.
If all three transactions close, Altura will
have sold a total working interest of 16.5% of corporate assets,
including asset retirement obligations ("ARO"), for total
consideration of $10.0 million. PrivateCo is arms-length to
Altura and the transaction with PrivateCo constitutes an "exempt
transaction" pursuant to TSXV Policy 5.3 because it satisfies the
requirements of Section 3.1 of that policy.
TRANSACTION
METRICS
Metrics for the first and second transactions
comprising the sale of a total of 12.5% of corporate assets for
$7.0 million are shown below.
The reserves as at December 31, 2018, based on
the evaluation by Altura’s independent reserves evaluator, McDaniel
& Associates Consultants Ltd. (the "McDaniel Report"), assigned
to a PrivateCo 12.5% working interest are:
Category |
Crude Oil (Mbbl)(1) |
ConventionalNatural Gas(MMcf) (1) |
Natural GasLiquids (Mbbl) (1) |
Oil Equivalent(Mboe) (1) |
FutureDevelopmentCosts ("FDC")(000) |
Proved Developed Producing ("PDP") |
153.4 |
320 |
8.9 |
215.6 |
- |
Total Proved ("1P") |
555.1 |
1,188 |
30.6 |
783.7 |
$9,416 |
Total Probable |
331.7 |
783 |
19.8 |
482.0 |
$2,518 |
Total Proved + Probable(2) ("2P") |
886.7 |
1,971 |
50.4 |
1,265.7 |
$11,934 |
(1) Based on the average of the published price forecasts for
McDaniel & Associates Consultants Ltd., GLJ Petroleum
Consultants Ltd., and Sproule Associates Ltd. at January 1,
2019. |
(2) Numbers may not add due to rounding. |
The PrivateCo 12.5% working interest includes approximately 152
(19 net) sections of land and third quarter 2019 sales volumes of
235 boe per day (67% oil and liquids) with an operating netback of
$23.04 per boe.
Transaction metrics include:
Total proceeds |
$7,000,000 |
Allocated to capital carries |
($ 354,000) |
Allocated to asset sale |
$6,646,000 |
|
|
$/PDP reserves (1) |
$30.83/boe |
$/1P reserves(2) |
$20.49/boe |
$/2P reserves(3) |
$14.68/boe |
(1) Equals proceeds allocated to asset sale divided by PDP
reserves. |
(2) Equals proceeds allocated to asset sale plus 1P FDC divided by
1P reserves. |
(3) Equals proceeds allocated to asset sale plus 2P FDC divided by
2P reserves. |
At a 12.5% working interest, PrivateCo would assume net ARO of
$0.8 million, thereby reducing Altura’s September 30, 2019 ARO
liability from $6.7 million to $5.9 million. Altura’s
Liability Management Rating ("LMR") is currently 9.75 and will not
be impacted by the sale of assets as Altura will remain the
operator of the assets.
POST-TRANSACTION
STRATEGY
In June 2019, Altura drilled a vertical
stratigraphic well at Entice, south of Strathmore, Alberta to
evaluate geological and geophysical data of an under exploited
formation, targeting light to medium API oil. There are a number of
vertical wells, combined with extensive 3D seismic coverage in the
area that provided a means to identify and map the hydrocarbon
accumulation. The Corporation has secured 84 sections (53,760
acres) of land in the area which has year-round access.
Post-closing the asset sale, Altura will have
the financial resources to advance drilling at Entice to evaluate
the commerciality of this new prospect and to continue development
of its Rex oil pool at Leduc-Woodbend. Altura plans to
provide guidance on the Corporation's 2020 capital program in early
2020.
REVISED CREDIT
FACILITIES
Upon the closing of the first transaction the
Corporation's credit facility will be amended to $9.0 million and
replaces Altura’s existing $10.0 million credit facility.
ABOUT ALTURA ENERGY
INC.
Altura is a junior oil and gas exploration,
development and production company with operations in central
Alberta. Altura predominantly produces from the Rex member in
the Upper Mannville group and is focused on delivering per share
growth and attractive shareholder returns through a combination of
organic growth and strategic acquisitions.
READER
ADVISORIES
Forward‐looking
Information and Statements
This press release contains certain
forward-looking information and statements within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "budget", "forecast", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends", "strategy" and similar expressions
are intended to identify forward-looking information or
statements. In particular, but without limiting the
foregoing, this press release contains forward-looking information
and statements pertaining to:
- the timing of closing the second transaction on or before
December 31, 2020;
- the timing of closing the potential third transaction on or
before December 31, 2021;
- plans to drill the first, second, and third horizontal wells at
Entice;
- plans to drill an additional Leduc-Woodbend well if the second
well at Entice is not drilled;
- the new credit facility that will be available to Altura upon
completion of the first transaction;
- Altura's business plans and strategy including its financial
resources to advance the drilling of a horizontal well at Entice to
assess commerciality; and
- plans to provide guidance on its 2020 capital program in early
2020.
Statements relating to "reserves" are also
deemed to be forward-looking statements, as they involve the
implied assessment, based on certain estimates and assumptions,
that the reserves described exist in the quantities predicted or
estimated and that the reserves can be profitably produced in the
future.
The forward-looking information and statements
contained in this press release reflect several material factors
and expectations and assumptions of Altura including, without
limitation:
- the continued performance of Altura’s oil and gas properties in
a manner consistent with its past experiences;
- that Altura will continue to conduct its operations in a manner
consistent with past operations;
- the general continuance of current industry conditions;
- the continuance of existing (and in certain circumstances, the
implementation of proposed) tax, royalty and regulatory
regimes;
- the accuracy of the estimates of Altura’s reserves and resource
volumes;
- certain commodity price and other cost assumptions;
- the continued availability of oilfield services; and
- the continued availability of adequate debt and equity
financing and cash flow from operations to fund its planned
expenditures.
Altura believes the material factors,
expectations and assumptions reflected in the forward-looking
information and statements are reasonable but no assurance can be
given that these factors, expectations and assumptions will prove
to be correct. To the extent that any forward-looking information
contained herein may be considered future oriented financial
information or a financial outlook, such information has been
included to provide readers with an understanding of management’s
assumptions used for budgeted and developing future plans and
readers are cautioned that the information may not be appropriate
for other purposes.
The forward-looking information and statements
included in this press release are not guarantees of future
performance and should not be unduly relied upon. Such
information and statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information or statements including, without
limitation:
- changes in commodity prices;
- changes in the demand for or supply of Altura’s products;
- unanticipated operating results or production declines;
- changes in tax or environmental laws, royalty rates or other
regulatory matters;
- changes in development plans of Altura or by third-party
operators of Altura’s properties;
- increased debt levels or debt service requirements;
- inaccurate estimation of Altura’s oil and gas reserve and
resource volumes;
- limited, unfavorable or a lack of access to capital
markets;
- increased costs;
- a lack of adequate insurance coverage;
- the impact of competitors; and
- certain other risks detailed from time to time in Altura’s
public documents.
The forward-looking information and statements
contained in this press release speak only as of the date of this
press release, and Altura does not assume any obligation to
publicly update or revise them to reflect new events or
circumstances, except as may be required pursuant to applicable
laws.
Oil and Gas
Advisories
Reserves
McDaniel & Associates Consultants Ltd. is
the Corporation’s independent "qualified reserve evaluator" as
defined in National Instrument 51-101. The McDaniel Report
has an effective date of December 31, 2018 and a preparation date
of March 4, 2019 and was prepared in accordance with the
definitions, standards and procedures contained in the Canadian Oil
and Gas Evaluation Handbook and NI 51-101. The reserve
evaluation was based on the average of the published price
forecasts for McDaniel, GLJ Petroleum Consultants Ltd., and Sproule
Associates Ltd. at January 1, 2019. The Reserves Committee of the
Board and the Board of Directors of Altura have reviewed and
approved the evaluation prepared by McDaniel.
All reserve references in this press release are
"company share reserves". Company share reserves are the
Corporation’s total working interest reserves before the deduction
of any royalties and including any royalty interests of the
Corporation.
It should not be assumed that the present value
of estimated future net revenue presented in the tables above
represents the fair market value of the reserves. There is no
assurance that the forecast prices and costs assumptions will be
attained and variances could be material. The recovery and reserve
estimates of Altura’s crude oil, natural gas liquids and natural
gas reserves provided herein are estimates only and there is no
guarantee that the estimated reserves will be recovered. Actual
crude oil, natural gas and natural gas liquids reserves may be
greater than or less than the estimates provided herein.
All future net revenues are estimated using
forecast prices, arising from the anticipated development and
production of our reserves, net of the associated royalties,
operating costs, development costs, and abandonment and reclamation
costs and are stated prior to provision for interest and general
and administrative expenses. Future net revenues have been
presented on a before tax basis. Estimated values of future net
revenue disclosed herein do not represent fair market value.
The estimates of reserves and future net revenue
for individual properties may not reflect the same confidence level
as estimates of reserves and future net revenue for all properties,
due to the effects of aggregation.
Barrels of Oil
Equivalent
The term barrels of oil equivalent ("Boe") may
be misleading, particularly if used in isolation. Per boe
amounts have been calculated by using the conversion ratio of six
thousand cubic feet (6 Mcf) of natural gas to one barrel (1 Bbl) of
crude oil. The boe conversion ratio of 6 Mcf to 1 Bbl is
based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value
equivalency at the wellhead. Given that the value ratio based
on the current price of crude oil as compared to natural gas is
significantly different from the energy equivalent of 6:1,
utilizing a conversion on a 6:1 basis may be misleading as an
indication of value.
For further information please contact:
Altura Energy Inc.2500, 605 – 5th Avenue
SWCalgary, Alberta T2P 3H5Telephone (403)
984-5197www.alturaenergy.ca
David
Burghardt |
Tavis
Carlson |
President and Chief Executive Officer |
Vice President, Finance and Chief Financial Officer |
Direct (403) 984-5195 |
Direct (403) 984-5196 |
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.
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