- Published: 24 January 2014
- Written by Editor
Cardinal Energy Ltd. Announces Bantry Asset Acquisitions and $28,000,000 Million Private Placement
NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.
Cardinal Energy Ltd. ("Cardinal") (CJ.TO) is pleased to announce that it has entered into agreements with two private companies to purchase assets in Cardinal's core Bantry area for an aggregate purchase price of approximately $27 million before adjustments (the "Acquisitions"). The Acquisitions add approximately 350 Boe/d (90% oil and NGLs) of high netback production. In connection with the Acquisitions, Cardinal also announces a bought deal private placement of approximately $28 million (the "Private Placement").
A key attribute of the acquired assets is that there is no royalty payable on the producing properties which results in high netbacks. In the current commodity price environment, Cardinal expects netbacks on the acquired production of approximately $50 per Boe. There are 5 sections of 100% working interest lands that come with the Acquisitions and management estimates that there are 6 horizontal development drilling locations and 4 vertical drilling locations on these lands.
The Acquisitions provide Cardinal a 100% operated working interest in the properties and is consistent with Cardinal's business plan of doing complimentary tuck in acquisitions in its core operating areas. The Acquisitions add proved plus probable reserves of approximately 975,000 Boe, based on Cardinal's internal evaluation prepared by a member of Cardinal's management who is a qualified reserves evaluator in accordance with National Instrument 51-101 effective December 31, 2013, of which 90% are medium quality oil.
The Acquisitions will be accretive to our cash flow from operations, production and reserves of a fully diluted per share basis both before and after the Private Placement.
PRIVATE PLACEMENT
Cardinal has entered into an agreement with a syndicate of underwriters co-led by RBC Capital Markets Inc. and CIBC and including GMP Securities L.P., Macquarie Capital Markets Canada Ltd., Scotiabank and FirstEnergy Capital Corp. (collectively the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought-deal private placement basis, 2,187,500 common shares (the "Common Shares") at a price of $12.80 per Common Share for aggregate gross proceeds of approximately $28 million.
The Common Shares will be offered in all of the provinces of Canada by way of private placement. The Common Shares issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the closing of the Private Placement in accordance with applicable securities legislation. Completion of the Acquisitions and the Private Placement is subject to certain conditions including normal regulatory approvals and the approval of the Toronto Stock Exchange. Closing of the Acquisitions and the Private Placement is expected to occur on or about February 10, 2014.
This press release does not constitute an offer of Common Shares of Cardinal for sale in the United States. The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Cardinal Energy Ltd.
Cardinal is a junior Canadian oil focused company built to provide investors with a stable platform for dividend income and growth. Cardinal's operations are focused in all season access areas in Alberta.
Note Regarding Forward-Looking Statements and Other Advisories
This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to our plans and other aspects of our anticipated future operations, management focus and objectives. In addition, and without limiting the generality of the foregoing, this press release contains forward-looking information regarding the Acquisitions and the benefits to be derived therefrom including drilling and reserves potential, drilling inventory, anticipated rates of return, cash flow from operations, netbacks and other economics, production levels, and the impact of the Acquisitions on Cardinal and its results and development plans, including, on its production, cash flow from operations, net asset value, drilling inventory, production weighting, netbacks, decline rates, development capital spending and the timing and anticipated closing date for Private Placement. Forward-looking information typically uses 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. The forward-looking information is based on certain key expectations and assumptions made by Cardinal's management, including expectations and assumptions concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; future production rates and estimates of operating costs; performance of existing and future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labor and services; the impact of increasing competition; ability to market oil and natural gas successfully; Cardinal's ability to access capital, obtaining the necessary regulatory approvals, including the approval of the Toronto Stock Exchange and satisfaction of the other conditions to closing the Acquisitions and the Private Placement.
In addition, 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.
Although we believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Cardinal can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. The Acquisitions and the Private Placement and may not be completed on the anticipated time frame or at all and the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Cardinal will derive from the Private Placement and the Acquisitions. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide securityholders with a more complete perspective on Cardinal's future operations and such information may not be appropriate for other purposes.
Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
These forward-looking statements are made as of the date of this press release and Cardinal disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Non-GAAP measures
This document contains the terms "cash flow from operations" and "netbacks" which do not have a standardized meaning prescribed by Canadian GAAP and therefore may not be comparable with the calculation of similar measures by other companies. Cardinal uses cash flow from operations and netbacks to analyze financial and operating performance. Cardinal feels these benchmarks are key measures of profitability and overall sustainability for the Company. Each of these terms is commonly used in the oil and gas industry. Cash flow from operations and netbacks are not intended to represent operating profits nor should they be viewed as an alternative to cash flow provided by operating activities, net earnings or other measures of financial performance calculated in accordance with GAAP. Cash flow from operations are calculated as cash flow provided by operating activities before the change in non-cash working capital and decommissioning expenditures. Netbacks are determined by deducting royalties and operating expenses from oil and gas revenue.
Note: "Boe" means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. Boe's may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 mcf: 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 the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mcf: 1 Bbl, utilizing a conversion ratio at 6 Mcf: 1 Bbl may be misleading as an indication of value.
M. Scott Ratushny
Chief Executive Officer and Chairman
(403) 216-2706
Cardinal Energy Ltd.
Mark Leggett
VP Business Development
(403) 218-9303
Cardinal Energy Ltd.
Suite 1400, 440 - 2nd Avenue S.W.
Calgary, Alberta T2P 5E9
(403) 234-0603
(403) 234-8681
