Concurrent with the Acquisitions, Spartan completed its previously announced non-brokered private placement (the “Private Placement“) of 6,250,000 common shares of Spartan (the “Common Shares“) at a price of $4.00 per Common Share and 10,976,626 Common Shares issued on a “CDE” flow-through basis (the “Flow-Through Shares“) at a price of $4.92 per Flow-Through Share, raising aggregate gross proceeds of $79.0 million. In addition, net proceeds of $44.09 million have been released to Spartan pursuant to its previously announced bought deal financing (the “Public Offering“, and together with the Private Placement, the “Financings“) of 11,250,000 subscription receipts (“Subscription Receipts“) at a price of $4.00 per Subscription Receipt.
The Private Placement and Public Offering collectively resulted in the issuance of 28,476,626 Common Shares for total gross proceeds of $124.0 million. The Acquisitions resulted in the issuance of 25,227,564 Common Shares. Post completion of the Financings and the Acquisitions, Spartan has 113,932,285 Common Shares issued and outstanding.
The Acquisitions add a new core area in the Alberta Montney and complement Spartan’s existing core area in the Cardium and Spirit River in west-central Alberta. The Inception Acquisition supplements Spartan’s existing position in the Montney fairway, providing multiple years of development inventory and adding to its Montney growth strategy. With the closing of the Acquisitions, Spartan expects 2021 production to average between 35,500 to 37,500 boe/d, consisting of 4% crude oil, 4% condensate, 23% NGLs and 69% natural gas. The acquired assets increase Spartan’s oil-weighted production and drilling inventory, providing further commodity diversification, and include strategic processing facilities and infrastructure with limited additional capital required to increase production volumes. Spartan plans to apply principles consistent with its current operations to improve efficiencies, reduce operating costs and enhance margins within the acquired assets. For further details on the Acquisitions, see Spartan’s press release dated February 16, 2021.
In accordance with their terms, each Subscription Receipt issued pursuant to the Public Offering was exchanged for one Common Share (each, an “Underlying Share“) upon closing of the Inception Acquisition and the completion of the Private Placement, and the aggregate net proceeds of $44.09 million from the Public Offering were released to Spartan from escrow. Holders of Subscription Receipts are not required to take any action in order to receive the Underlying Shares.
The gross proceeds from the issuance of the Flow-Through Shares will be used to incur and renounce Canadian development expenses pursuant to the Income Tax Act (Canada). Pursuant to applicable securities laws, the Common Shares and Flow-Through Shares issued pursuant to the Private Placement are subject to a hold period of four months plus one day following the distribution date. The Private Placement remains subject to final approval of the TSX Venture Exchange (the “TSXV“).
The net proceeds from the Public Offering were used to eliminate Spartan’s indebtedness under its syndicated credit facilities, with the balance of the Public Offering proceeds, in addition to the net proceeds from the issuance of the Common Shares under the Private Placement, currently anticipated to be used to fund Spartan’s drilling and capital spending program, future acquisitions and general working capital purposes.
Additions to the Spartan Board of Directors
Spartan is also pleased to announce that Mr. Steve Lowden and Mr. Elliot S. Weissbluth have joined the board of directors of Spartan.
Mr. Steve Lowden is a petroleum engineer with over 35 years’ experience in the international oil and gas sector. He has a track record of building energy businesses throughout the world and was previously Chairman and Chief Executive Officer of New Age (African Global Energy) Ltd., Executive Director and Officer of Marathon Oil and Premier Oil. At Premier Oil, Steve held a number of roles including Executive Director of Development and Production, Business Development and Exploration. He added more than one billion boe of new resource, and operated and managed multiple emerging market oil and gas projects from discovery to production. At Marathon, Steve was President of Marathon International, Head of Corporate Business Development and Head of the Global Integrated Gas business. Since June 2017, he has acted as an advisor to a number of governments, energy businesses, private energy groups and corporate restructurings representing the debt and security holders. Mr. Lowden has also served as a board member for a number of private and public companies.
Mr. Elliot S. Weissbluth is an accomplished entrepreneur and financial business leader. Mr. Weissbluth retired last year as chairman of the board of Hightower Inc., a U.S. financial services company he founded in 2007. Mr. Weissbluth has been a member of Worth Magazine’s Power 100 list of top U.S. business leaders, as well as rankings among the most influential figures in the financial services industry. Before Hightower, Mr. Weissbluth was Founding Investor, Director and President of U.S. Fiduciary, a financial advisory company. Previously, from 2000 to 2003, he led the development of the Alternative Investments group at RogersCasey and conceived and launched the firm’s first hedge fund advisory service for institutional clients.
National Bank Financial Inc. acted as financial advisor to Spartan in respect of the Acquisitions and the Financings. Eight Capital acted as strategic advisor to Spartan. Stikeman Elliott LLP acted as legal counsel to Spartan in respect of the Acquisitions and the Financings. Stifel FirstEnergy acted as financial advisor to Inception Exploration Ltd. in respect of the Inception Acquisition.
About Spartan Delta Corp.
Spartan is an energy company whose ESG-focused culture is centered on generating sustainable free funds flow through oil and gas exploration and development. Building on its existing high-quality, low-decline operated production in west-central Alberta, and oil-weighted growth assets in the Alberta Montney, Spartan intends to continue acquiring diversified assets that can be restructured, optimized and rebranded, financially or operationally, yielding an increase to shareholder value. Further detail is available in Spartan’s corporate presentation, which can be accessed on its website at www.spartandeltacorp.com.