CALGARY, ALBERTA In conjunction with today’s conference call and webcast, Bonterra Energy Corp. ([stock BNE.TO]) (Bonterra) is releasing key pro forma data with regard to the Definitive Agreement whereby Bonterra has agreed to acquire all of the issued and outstanding common shares of Spartan.
|Pro Forma Capitalization:||Pre-Consolidation||Post-Consolidation|
|Fully Diluted Shares||19.9 million||30.6 million|
|Market Capitalization(1)||$1.3 billion|
|Enterprise Value(1)||$1.5 billion|
|Pro Forma Net Debt||$175 million|
|Monthly Dividend After Closing (Commencing March 2013)||$0.28 per share|
|Pro Forma Tax Pools (2017 Tax Horizon)||$570 million|
|Pro Forma Corporate Profile:|
|Oil and Liquids Weighting||77%|
|Drilling Locations||> 600 horizontal locations|
|Average Production||12,000 BOE per day|
|Operating Netbacks(2)||$43.78 per BOE(3)|
|Forecast Cash Flow From Commodities||$192 million|
|Capital Program||$90 million|
|Dividend Payments ($0.28 per share effective March 31, 2013)||$99 million|
|Beginning Net Debt||$175 million|
|Ending Net Debt||$170 million|
|2013 Ending Net Debt / Cash Flow||Less than 1.0 x|
(1) Based on the December 14, 2012 closing price of $42.75 per share.
(2) Assumes Cdn $81.88 average realized oil price and $3.54 AECO for natural gas (includes $0.24 for positive quality adjustment), 10.2% royalty, $12.45 per BOE operating cost and $2.92 per BOE G&A and interest cost.
(3) For every $5.00 realized oil price change (no change to natural gas price), cash flow will change by approximately $15 million and the debt to cash flow ratio will change by approximately 0.15 (pro forma of 1 to 1 will change to 1.13 to 1 or 0.82 to 1).
We invite all interested parties to join us on the upcoming conference call with details as follows:
|Date: Monday, December 17, 2012|
|Time: 8:30 a.m. MST (10:30 a.m. EST)|
|Dial-in: 416-340-2216 or toll free in North America 1-866-226-1792|
An archived recording of the conference call will be available until December 24, 2012 by dialing toll-free 1-800-408-3053 (Toronto local dial 905-694-9451) and entering pass code 1312324. The conference call will also be archived on the Bonterra website at www.bonterraenergy.com.
Through the combination, Bonterra and Spartan will hold an enviable suite of light-oil assets concentrated in the Pembina region, which will be comprised of a complimentary production base and a long-term inventory of drilling opportunities that is anticipated to drive future growth. Bonterra, as demonstrated by its past track record of increasing dividends and year-over-year growth on a per share basis, has shown a strong ability to manage Pembina Cardium assets to provide measured production growth while providing a sustainable dividend to its shareholders. Bonterra’s common shares are traded on the Toronto Stock Exchange under the symbol BNE.
For further information about Bonterra, please visit our website at www.bonterraenergy.com.
Certain statements contained in this press release include statements which contain words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “will”, “believe” and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. Forward-looking information in this press release includes, but is not limited to: expected cash provided by continuing operations; future capital expenditures, including the amount and nature thereof; oil and natural gas prices and demand; expansion and other development trends of the oil and gas industry; business strategy and outlook; expansion and growth of our combined business and operations; and maintenance of existing supplier and partner relationships; supply channels; accounting policies; credit risks; and other such matters. Forward-looking information in this press release also includes, but is not limited to, timing for completion of the transaction with Spartan and the timing and amount of future dividend payments by Bonterra. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals (including Court and shareholder approvals).
All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may affect operations, and may include, without limitation: foreign exchange fluctuations; equipment and labour shortages and inflationary costs; general economic conditions; industry conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the ability of oil and natural gas companies to raise capital; the effect of weather conditions on operations and facilities; the existence of operating risks; volatility of oil and natural gas prices; oil and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition; stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control. The foregoing factors are not exhaustive.
Actual results, performance or achievements could differ materially from those expressed in, or implied by, this 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 will be derived therefrom. Except as required by law, Bonterra disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
The term barrels of oil equivalent (BOE) may be misleading, particularly if used in isolation. A BOE conversion ratio of six thousand cubic feet per barrel (6mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All BOE conversions in the report are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.
The forward-looking information contained herein is expressly qualified by this cautionary statement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Bonterra Shares to be offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements.