Torquay Oil Corp. Reports 2012 Third Quarter Results and Plan of Arrangement
November 28 2012 - 4:51PM
Marketwired Canada
THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES,
TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS.
Torquay Oil Corp. (TSX VENTURE:TOC.A)(TSX VENTURE:TOC.B) ("Torquay" or the
"Corporation") is pleased to announce that it has filed its unaudited financial
statements and related Management's Discussion and Analysis ("MD&A") as at and
for the three and nine months ended September 30, 2012. The Corporation's
unaudited financial statements and related MD&A are available for review at
www.torquayoil.com or www.sedar.com.
Financial and Operations
Year to date petroleum and natural gas revenue was $8,514,700, which is a 19%
increase over the same period in 2011. Production volume was up 30% year to date
compared to the same period last year. The Corporation's quarterly production
was also up 22% compared to Q3 2011.
Replacement of the damaged tank farm at the Viewfield battery was completed
September 15, 2012. The financial impact to Torquay is limited to insurance
deductibles of approximately $136,000.
Year to date netbacks have averaged $48.69 per boe for the first nine months of
2012. Average year to date prices have declined $5.41 per boe as compared to the
first nine months of 2011.
In addition, the Corporation had a $23,347,959 impairment charge in Q3 2012 to
reflect the transaction value of the Corporation's recently announced sale to a
private company.
Capital activity was minimal during the third quarter as management sought to
reduce debt levels.
Plan of Arrangement
On November 20, 2012, the Corporation announced that it has entered into an
arrangement agreement with a private oil and gas company based in Calgary. Under
the terms of the arrangement agreement, the purchaser will acquire all of the
issued and outstanding Class A Shares and Class B Shares of Torquay for cash
consideration of $0.16 per Class A Share and $1.60 per Class B Share, by way of
a plan of arrangement under the Business Corporations Act (Alberta). A special
meeting of the Torquay Shareholders will be held in the Cardium Room of the
Calgary Petroleum Club, located at 319 - 5th Avenue S.W., Calgary, Alberta, at
9:00 a.m. (Calgary time) on December 21, 2012 to consider approval of the
transaction. An Information Circular containing a complete description of the
transaction, including Form of Proxy and letter of transmittal, has been mailed
to shareholders of record as of November 21, 2012.
Selected Financial and Operational Information
Selected financial and operational information is outlined below and should be
read in conjunction with Torquay's unaudited condensed interim financial
statements as at and for the three and nine months ended September 30, 2012.
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Three months ended Nine months ended
September 30 September 30
($000's except per share
amounts) 2012 2011 2012 2011
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Petroleum & natural gas revenue $ 2,155 $ 2,047 $ 8,515 $ 7,151
Funds flow from operations 934 531 3,757 2,530
Funds flow per share (basic and
diluted) 0.02 0.01 0.08 0.06
Net loss (23,818) (1,425) (26,431) (4,715)
Net loss per share (basic and
diluted) (0.49) (0.03) (0.55) (0.12)
Capital expenditures (net) 656 17,853 3,931 37,765
Weighted common shares
outstanding (1) 48,659 48,568 48,401 40,783
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Production
Crude oil (bbls/d) 288 226 364 262
NGL's (bbls/d) 16 30 23 37
Natural gas (mcf/d) 135 75 169 135
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Total BOE/d 327 268 415 321
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Pricing
Crude oil ($/bbl) $ 78.45 $ 91.18 $ 81.98 $ 91.14
NGL's ($/bbl) 39.52 45.01 43.39 45.15
Natural gas ($/mcf) 1.34 4.36 1.47 4.37
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Average ($/BOE) $ 71.65 $ 83.03 $ 74.84 $ 81.28
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Field netback ($/BOE)
Petroleum & natural gas
revenue $ 71.65 $ 83.03 $ 78.84 $ 81.28
Royalties (8.00) (9.33) (11.22) (10.09)
Operating costs (14.47) (22.59) (14.93) (17.09)
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Netback $ 49.18 $ 51.11 $ 48.69 $ 54.10
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(1) Basic per share amounts are calculated by dividing net income or loss by
the weighted average number of Class A outstanding during the period. In
addition, for the purpose of calculating diluted per share amounts the
effect of warrants, options and convertible Class B Shares are anti-
dilutive and consequently are not included in the determination of
diluted shares outstanding.
The Corporation's Class A Shares and Class B Shares trade on the TSX Venture
Exchange under the symbols TOC.A and TOC.B. The Corporation currently has
48,659,448 Class A Shares and 1,260,000 Class B Shares outstanding.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements and forward-looking
information (collectively "forward looking information") within the meaning of
applicable securities laws. Forward-looking information typically use words such
as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or
similar words suggesting future outcomes, statements that actions, events or
conditions "may", "would", "could" or "will" be taken or occur in the future. In
particular, forward looking information in this news release includes, but is
not limited to: statements with respect to, expected results from operations and
expected completion of the plan of arrangement. The forward-looking information
is based on certain key expectations and assumptions made by Torquay, including
expectations and assumptions concerning prevailing commodity prices, exchange
rates, interest rates, applicable royalty rates and tax laws; future well
production rates and estimates of operating costs; reserve and resource volumes;
expected results of operating techniques; the state of the economy and the
exploration and production business; business prospects and opportunities; the
availability and cost of financing, labour and services; the impact of
increasing competition; ability to market oil and natural gas successfully and
the ability of the Corporation to access capital.
Although Torquay 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 Torquay 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, results from operations will not meet with expectations and
risks associated with the oil and gas industry generally. Additional information
on the foregoing risks and other factors that could affect Torquay' operations
and financial results are included in Torquay's annual information form and
other reports on file with Canadian securities regulatory authorities and may be
accessed through the SEDAR website (www.sedar.com). The forward-looking
statements contained in this news release are made as of the date hereof and
Torquay 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. The term "boe" may be misleading, particularly if used in
isolation. A boe conversion of 6 Mcf: 1 bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
necessarily represent a value equivalency at the wellhead. References to "funds
flow from operations" (cash flow from operating activities before changes in
non-cash working capital and decommissioning expenditures) and "operating
netbacks" (oil and gas revenue less royalties and operating costs) which are not
IFRS measures and do not have standardized meanings prescribed by IFRS and
therefore may not be comparable with the calculation of similar measures from
other entities.
FOR FURTHER INFORMATION PLEASE CONTACT:
Torquay Oil Corp.
Mr. Terry McCallum
President & Chief Executive Officer
403 233 2444 ext. 32
403 262 6991 (FAX)
terry@torquayoil.com
Torquay Oil Corp.
Mr. Brent McKercher
Executive Vice President & Chief Operating Officer
403 233 2444 ext. 30
403 262 6991 (FAX)
brent@torquayoil.com
www.torquayoil.com
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