STRATEGIC PROCESS UPDATE
On December 20, 2012, Pace entered into an arrangement agreement (the “Arrangement Agreement”) with Charger Energy Corp. (“Charger”) and AvenEx Energy Corp. (“AvenEx”), pursuant to which Pace, Charger and AvenEx agreed to amalgamate by way of a plan of arrangement (the “Arrangement”) to form Spyglass Resources Corp. (“Spyglass”), an intermediate, dividend paying oil and gas producer. Meetings of the shareholders were scheduled for February 19, 2013 and later postponed until February 26, 2013.
On February 25, 2013, Pace, AvenEx and Charger amended the agreement to allow the parties to solicit and facilitate alternative transactions with other parties and to waive the termination fees in the event that one of the original parties enters into an alternate transaction (the “Amending Agreement”). Governance changes to Pace were announced on the same date, with Tom Buchanan resigning from the Board of Directors, Fred Woods stepping down as Chairman, President and CEO and Peter Harrison assuming the role of Chairman of the Board. The proposed Board of Directors of Spyglass upon completion of the Arrangement was also amended. On February 26, 2013, the meetings of the shareholders of each of Pace, Charger and AvenEx were adjourned to March 26, 2013. The Pace Board of Directors continue to recommend shareholders vote in favour of the Arrangement and Board members eligible to vote unanimously approved the Arrangement and the Amending Agreement.
With the Amending Agreement, Pace is actively soliciting alternate superior proposals. National Bank Financial Inc. (“NBF”) is acting as exclusive financial advisor to Pace with respect to its review of strategic alternatives available to maximize value to Pace shareholders. Interested parties may contact Tom MacInnis, Head of Global Energy Group and Managing Director, Investment Banking for NBF at (403) 290-5107.
Q1 2013 UPDATE
In Q1 2013, Pace has operated with a reduced capital program and expects Q1 2013 capital spending to be approximately $13 million. The Company estimates Q1 2013 production to be approximately 12,000 boe/d comprised of approximately 6,100 bbls/d of liquids and 35.5 mmcf/d of natural gas.
RESERVE SUMMARY
Summary of Oil and Gas Reserves and Net Present Values of Future Net Revenue |
As of December 31, 2012 Forecast Prices and Costs |
Light and Medium Oil | Heavy Oil | Natural Gas | Natural Gas Liquids | Total Oil Equivalent | |||||||||||||||||
Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) | ||
(Mbbls | ) | (Mbbls | ) | (Mbbls | ) | (Mbbls | ) | (MMcf | ) | (MMcf | ) | (Mbbls | ) | (Mbbls | ) | (Mboe | ) | (Mboe | ) | ||
Proved | |||||||||||||||||||||
Developed Producing | 20,198 | 15,139 | 913 | 816 | 66,843 | 60,750 | 498 | 342 | 32,749 | 26,423 | |||||||||||
Developed Non- Producing | 326 | 220 | 48 | 41 | 15,735 | 11,659 | 109 | 74 | 3,106 | 2,278 | |||||||||||
Undeveloped | 1,965 | 1,563 | 25 | 23 | 19,231 | 17,436 | 28 | 19 | 5,223 | 4,511 | |||||||||||
Total Proved | 22,489 | 16,922 | 985 | 880 | 101,809 | 89,846 | 635 | 436 | 41,077 | 33,212 | |||||||||||
Probable | |||||||||||||||||||||
Developed Probable | 7,437 | 5,215 | 301 | 256 | 35,476 | 31,414 | 266 | 183 | 13,917 | 10,890 | |||||||||||
Undeveloped Probable | 1,581 | 1,247 | 50 | 44 | 27,314 | 24,515 | 41 | 27 | 6,225 | 5,404 | |||||||||||
Total Probable | 9,018 | 6,462 | 352 | 300 | 62,789 | 55,929 | 308 | 211 | 20,142 | 16,294 | |||||||||||
Total Proved Plus Probable | 31,507 | 23,384 | 1,337 | 1,180 | 164,598 | 145,775 | 942 | 646 | 61,220 | 49,506 |
Notes: | (1) the Company’s interest in reserves, which are its working interest (operating or non-operating) share before deduction of royalties and without including any royalty interests of the Company |
(2) the Company’s interest in reserves its working interest (operating or non-operating) share after deduction of royalty obligations, plus its royalty interests in production or reserves; |
Product Pricing
The McDaniel price forecast for natural gas decreased significantly from the forecast used for the year ended 2011, with the average 2013 AECO price decreasing from $4.20/MMBTU forecasted as of January 1, 2012 to $3.35/MMBTU as of January 1, 2013. The average 2013 price forecast for Edmonton light crude oil also decreased to $87.50/bbl Cdn, from $99.00bbl forecasted in the McDaniel price forecast on January 1, 2012. The decrease in forecasted natural gas prices impacted the Company’s natural gas reserve bookings for the year. The Company reduced its proved plus probable (“2P”) natural gas reserves by 6.1 mmboe due to economic factors and removed 90 gross (51.9 net) probable locations from this category. The locations remain technically viable but contingent on improved gas prices.
Reconciliation of Changes in Reserves
The following table sets forth a reconciliation of Pace’s gross reserves as at December 31, 2012, derived from the McDaniel Report using forecast prices and cost estimates, reconciled to the gross reserves of Pace as at December 31, 2011.
Reconciliation of Gross (Working Interest) Reserves by Principal Product Type | |||||||||||||
Forecast Prices and Costs | |||||||||||||
Reserve Category | Factors | Light and Medium Oil (Mbbls | ) | Heavy Oil (Mbbls | ) | Natural Gas Liquids (Mbbls | ) | Natural Gas (MMcf | ) | BOE (Mboe | ) | ||
Proved | December 31, 2011 | 22,593 | 955 | 734 | 120,895 | 44,430 | |||||||
Discoveries | – | – | – | – | – | ||||||||
Extensions & Improved Recovery | 1,723 | 57 | 4 | 509 | 1,868 | ||||||||
Technical Revisions | 348 | 97 | 128 | 5,217 | 1,443 | ||||||||
Acquisitions | – | – | – | – | – | ||||||||
Dispositions | – | – | – | – | – | ||||||||
Production | (2,096 | ) | (118 | ) | (119 | ) | (15,040 | ) | (4,840 | ) | |||
Economic Factors | (79 | ) | (5 | ) | (112 | ) | (9,771 | ) | (1,824 | ) | |||
December 31, 2012 | 22,489 | 985 | 635 | 101,809 | 41,077 | ||||||||
Probable | December 31, 2011 | 9,725 | 375 | 534 | 87,403 | 25,201 | |||||||
Discoveries | – | – | – | – | – | ||||||||
Extensions & Improved Recovery | (565 | ) | 14 | 1 | 232 | (511 | ) | ||||||
Technical Revisions | (72 | ) | (34 | ) | 24 | (1,130 | ) | (270 | ) | ||||
Acquisitions | – | – | – | – | – | ||||||||
Dispositions | – | – | – | – | – | ||||||||
Production | – | – | – | – | – | ||||||||
Economic Factors | (71 | ) | (4 | ) | (252 | ) | (23,716 | ) | (4,728 | ) | |||
December 31, 2012 | 9,018 | 352 | 308 | 62,789 | 20,142 | ||||||||
Proved Plus Probable | December 31, 2011 | 32,318 | 1,329 | 1,268 | 208,298 | 69,632 | |||||||
Discoveries | – | – | – | – | – | ||||||||
Extensions & Improved Recovery | 1,158 | 71 | 5 | 740 | 1,358 | ||||||||
Technical Revisions | 277 | 63 | 151 | 4,087 | 1,172 | ||||||||
Acquisitions | – | – | – | – | – | ||||||||
Dispositions | – | – | – | – | – | ||||||||
Production | (2,096 | ) | (118 | ) | (119 | ) | (15,040 | ) | (4,840 | ) | |||
Economic Factors | (149 | ) | (9 | ) | (363 | ) | (33,487 | ) | (6,103 | ) | |||
December 31, 2012 | 31,507 | 1,337 | 942 | 164,598 | 61,220 |
Net Present Value
Pace’s crude oil, natural gas and natural gas liquids reserves were evaluated using McDaniel’s price forecasts effective January 1, 2013 prior to provision for income taxes, interest, debt service charges and general and administrative expenses. It should not be assumed that the discounted future net production revenues estimated by McDaniel represent the fair market value of the reserves.
Net Present Values of Future Net Revenue, Before Income Taxes | ||||||
Before Income Taxes Discounted at (%/year) | ||||||
Reserves Category | 0% | 5% | 10% | 15% | 20% | |
($ thousands) | ||||||
Proved | ||||||
Developed Producing | 908,922 | 595,907 | 444,166 | 357,601 | 302,038 | |
Developed Non-Producing | 55,707 | 37,820 | 27,735 | 21,405 | 17,123 | |
Undeveloped | 93,146 | 47,863 | 25,038 | 11,827 | 3,462 | |
Total Proved | 1,057,775 | 681,589 | 496,940 | 390,833 | 322,622 | |
Probable | 589,292 | 253,527 | 145,118 | 96,758 | 70,043 | |
Total Proved Plus Probable | 1,647,067 | 935,116 | 642,057 | 487,591 | 392,665 | |
Net Asset Value
Pace’s estimated net asset value is based on the present value of reserves discounted at 10% before income taxes and includes estimates for undeveloped lands, seismic and other assets and deducts net debt. Using 2P reserves reserve values the estimated net asset value is $9.91/share and using total proved (“TP”) reserves the estimated net asset value is $6.82/share.
Net Asset Value – Forecast Pricing and Costs at December 31, 2012 |
Proved Developed Producing | Total Proved | Proved plus Probable | ||||||||||||||
PV ($M | ) | $/Share | PV ($M | ) | $/Share | PV ($M | ) | $/Share | ||||||||
Value at 10% BIT | 444,166 | 9.47 | 496,940 | 10.59 | 642,057 | 13.68 | ||||||||||
Acres (000s | ) | |||||||||||||||
Undeveloped Land ($/acres)(i) | 388 | 38,800 | 0.83 | 38,800 | 0.83 | 38,800 | 0.83 | |||||||||
Net Debt | (215,817 | ) | (4.60 | ) | (215,817 | ) | (4.60 | ) | (215,817 | ) | (4.60 | ) | ||||
Shares (000s | ) | |||||||||||||||
NET ASSET VALUE | 46,916 | 267,149 | 5.70 | 319,923 | 6.82 | 465,040 | 9.91 |
(i) Undeveloped land value based on internal estimate of $100/acre.
Land Holdings
The following table sets out Pace’s land holdings as at December 31, 2012.
Developed | Undeveloped | Total | ||||||||||
(000s acres) | Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) | Gross(1 | ) | Net(2 | ) |
Alberta | 696 | 481 | 477 | 367 | 1,173 | 848 | ||||||
British Columbia | 1 | 1 | 29 | 21 | 30 | 22 | ||||||
Total | 697 | 482 | 506 | 388 | 1,203 | 870 |
Notes: | (1) “Gross” refers to the total acres in which Pace has an interest. |
(2) “Net” refers to the total acres in which Pace has an interest, multiplied by the percentage working interest therein owned by Pace. |
Independent Reserve Evaluation
The reserve data is based on an independent reserves evaluation conducted by McDaniel & Associates Consultants Ltd. effective December 31, 2012 (“McDaniel Report”) and prepared in accordance with the definitions set out under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). 100% of Pace’s assets are evaluated by McDaniel. Pace has a Reserves Committee comprised of a majority of independent Board members who review the qualifications and appointment of the independent reserve evaluators. The committee also reviews the process for providing information to the evaluators and meets with the independent evaluators to discuss the procedures used in the independent report, to review the Company’s major properties, and to identify and discuss any areas of risk. The McDaniel Report was reviewed by the Reserves Committee of Pace and the Board of Directors. Pace’s annual information form for the year ended December 31, 2012 (the “AIF”) contains Pace’s reserves data and other oil and gas information as mandated by NI 51-101. Pace’s AIF is available under Pace’s profile on SEDAR at www.sedar.com.
Reserves Advisory
OPERATIONS UPDATE:
Southern Alberta
Dixonville
North West Alberta
FINANCIAL SUMMARY:
Financial | ||||||||||||
(000s, except per share amounts) | Q4 12 | Q4 11 | 2012 | 2011 | ||||||||
Petroleum and natural gas sales | $ | 49,475 | $ | 69,317 | $ | 212,353 | $ | 250,279 | ||||
Royalties | 9,603 | 17,004 | 46,921 | 56,034 | ||||||||
Operating Expenses | 20,116 | 18,081 | 78,170 | 69,089 | ||||||||
Transportation | 2,228 | 2,627 | 10,096 | 10,372 | ||||||||
Netback | $ | 17,528 | $ | 31,605 | $ | 77,166 | $ | 114,784 | ||||
Realized gain on financial instruments | 1,977 | 13 | 7,295 | 880 | ||||||||
G&A – cash charge | 3,958 | 4,022 | 17,873 | 15,902 | ||||||||
Interest | 2,258 | 1,669 | 8,196 | 7,537 | ||||||||
Other income | 342 | 232 | 457 | 5,627 | ||||||||
Funds from operations | $ | 13,631 | $ | 26,159 | $ | 58,849 | $ | 97,852 | ||||
Per share- Basic | 0.29 | 0.55 | 1.25 | 2.06 | ||||||||
Per share- Diluted | 0.29 | 0.55 | 1.25 | 2.06 | ||||||||
Net income (loss) | $ | (86,565 | ) | $ | 454 | $ | (152,991 | ) | $ | 16,707 | ||
Per share- Basic | (1.85 | ) | 0.01 | (3.25 | ) | 0.35 | ||||||
Per share- Diluted | (1.85 | ) | 0.01 | (3.25 | ) | 0.35 | ||||||
Capital expenditures | $ | 14,924 | $ | 44,129 | $ | 83,217 | $ | 127,565 | ||||
Dispositions | – | 23 | – | (1,977 | ) | |||||||
Net debt | 215,817 | 186,129 | 215,817 | 186,129 | ||||||||
Total assets | $ | 581,521 | $ | 738,530 | $ | 581,521 | $ | 738,530 | ||||
Weighted Average Shares outstanding (000s) | ||||||||||||
Basic | 46,916 | 47,281 | 47,044 | 47,510 | ||||||||
Diluted | 46,916 | 47,281 | 47,044 | 47,523 | ||||||||
Operations | ||||||||||||
Average daily production | ||||||||||||
Oil (bbls/d) | 5,657 | 6,627 | 6,050 | 5,917 | ||||||||
NGLs (bbls/d) | 285 | 338 | 324 | 328 | ||||||||
Natural gas (mcf/d) | 35,804 | 43,442 | 41,093 | 46,772 | ||||||||
Combined (boe/d) | 11,909 | 14,205 | 13,223 | 14,040 | ||||||||
Average prices received | ||||||||||||
Oil ($/bbl) | $ | 71.69 | $ | 87.88 | $ | 76.28 | $ | 82.91 | ||||
NGLs ($/bbl) | 54.83 | 68.68 | 58.36 | 64.79 | ||||||||
Natural gas ($/mcf) | 3.26 | 3.40 | 2.43 | 3.72 | ||||||||
Combined ($/boe) | $ | 45.16 | $ | 53.04 | $ | 43.88 | $ | 48.84 | ||||
Royalties | 8.76 | 13.01 | 9.70 | 10.93 | ||||||||
Operating expense | 18.36 | 13.84 | 16.15 | 13.48 | ||||||||
Transportation expense | 2.03 | 2.01 | 2.09 | 2.02 | ||||||||
Operating netback ($/boe) | $ | 16.01 | $ | 24.18 | $ | 15.94 | $ | 22.41 |
Financial Overview
AUDITED CONSOLIDATED FINANCIAL STATEMENTS, MD&A AND AIF
Pace’s audited consolidated financial statements for the year ended December 31, 2012 together with the notes thereto, Management Discussion and Analysis for the year ended December 31, 2012 and Pace’s Annual Information Form for the year ended December 31, 2012 will be filed on SEDAR today and can be accessed at www.sedar.com or by visiting Pace’s website at www.paceoil.ca.
Pace’s common shares trade under the symbol PCE on the TSX and PACEF on the OTC.
FORWARD-LOOKING STATEMENTS
Certain statements contained within this press release constitute forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. These 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 statements. In particular, statements relating to “reserves” or “resources” are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. In addition, this press release contains forward-looking statements with respect to: (i) production volumes; (ii) Pace’s drilling plans and the results therefrom; (iii) future development and exploration activities. With respect to the forward looking statements contained in this press release, Pace has made assumptions regarding:
Although Pace 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 Pace 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. These statements speak only as of the date of this Press Release or as of the date specified in the documents incorporated by reference into this Press Release, as the case may be. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to:
other factors which are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this document speak only as of the date of this document and Pace 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 securities laws.
Pace Oil & Gas Ltd.
Todd Brown
VP & COO
(403) 930-3539
tbrown@paceoil.ca
Pace Oil & Gas Ltd.
Chad Kalmakoff
VP, Finance & CFO
(403) 303-8504
ckalmakoff@paceoil.ca
www.paceoil.ca