TriStar Oil & Gas Ltd. acquires Raven Energy Ltd; Provides upward revision to 2006 guidance
Release Date: April 10, 2006
CALGARY, April 10 /CNW/ – TriStar Oil & Gas Ltd. (“TriStar” or the “Company”) (TOG – TSX) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Raven Energy Ltd. (“Raven”) (RVL – TSX.V) which provides that TriStar will acquire (the “Raven Acquisition”) all of the issued and outstanding common shares of and Raven (the “Raven Shares) pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).
The purchase price payable by TriStar for each Raven Share will be, at the election of the holder, $2.25 in cash, or 0.32 common shares of TriStar (“TriStar Shares”), or a combination thereof, subject to a maximum cash payment of $22.5 million. In the event that the holders of Raven Shares elect to receive more than $22.5 million in cash, the amount of cash to be received by a holder electing to receive cash with respect to a Raven Share will be reduced pro rata and the balance of the purchase price for that Raven Share will be paid in TriStar Shares.
Raven has current production of more than 1,250 boepd, primarily focused in a large, high netback, light oil pool located in the Ante Creek area of northwest Alberta.
A majority of Raven’s production is in Ante Creek from the Montney B pool, a large light oil pool. Based on TriStar’s internal estimates the pool contains more than 100 million barrels of high quality, 37 degrees API original oil in place (“OOIP”) on Raven’s lands. In addition, the pool produces significant amounts of high heat content (1,100 btu/scf) solution gas which receives a premium to the AECO posted price. Based on TriStar’s internal estimates, the original gas in place (“OGIP”) is estimated to be greater than 75 Bcf on Raven’s lands.
TriStar believes that ultimate recoveries should exceed 7.5 percent of the OOIP and 70 percent of the OGIP, or 18 mmboe (including NGLs) on Raven’s land. In addition, recovery factors may be further enhanced by a secondary waterflood program. Raven has an average working interest of approximately 95 percent in its lands at Ante Creek.
The primary assets of Raven also include an average operated working interest of 97 percent in more than 30,000 net undeveloped acres of land in this area.
TriStar has identified more than 70 gross (68 net) drilling locations at Ante Creek on Raven’s land associated with the Raven Acquisition. In addition, TriStar has also identified a number of exciting exploration prospects on the Raven lands which it continues to evaluate.
The acquisition parameters relating to the Raven Acquisition are set forth as follows:
1. Purchase Price: C$84 million (including assumed debt)
2. Long Life Reserves:
– 5.2 million boe (proven plus probable), based on NI 51-101
engineering estimates prepared by Sproule Associates Limited
– $16.14 per boe (proven plus probable) – before land value
– Reserve life index of more than 11.4 years (proven plus probable)
3. High Quality Production:
– greater than 1,250 boepd ($66,800 per producing boe – before land
4. Net Operating Income Multiple:
– 5.1 times (at US$58/bbl WTI and C$8.00 GJ AECO pricing)
5. Significant Drilling Upside:
– Currently identified development locations at Ante Creek –
70 gross (68 net)
6. Other Key Attributes
– greater than 95 percent operated assets
– greater than 66 percent average working interest
– Infrastructure – working interests in operated, light oil
batteries in NW Alberta.
– Land – more than 65,000 net acres of undeveloped land.
– Access to seismic – 3-D seismic surveys (greater than
64 square km); greater than 800 km of 2-D seismic.
MANAGEMENT AND BOARD RECOMMENDATIONS
The Arrangement has the unanimous support of the Board of Directors of both Raven and TriStar. In addition, the Board of Directors of Raven will recommend that the shareholders of Raven vote in favour of the Arrangement, and all of Raven’s officers and directors, representing approximately 39 percent of the fully diluted outstanding shares, have entered into lock-up agreements whereby they have agreed to vote in favour of the Arrangement. The Arrangement Agreement contains a mutual non-completion fee in the amount of $3 million, which is payable by Raven or TriStar to the other, as the case may be, in certain circumstances if the Arrangement is not completed.
The completion of the Arrangement is subject to various conditions, including receipt of all applicable regulatory, shareholder and Court approvals. A special meeting of shareholders of Raven will be called on or about June 6, 2006 to consider the Arrangement. An information circular detailing the Arrangement is anticipated to be mailed to Raven shareholders in early May.
Orion Securities Inc. is acting as financial advisor, and BMO Nesbitt Burns Inc. and GMP Securities L.P. are acting as strategic advisors to TriStar in connection with the transaction. FirstEnergy Capital Corp. (“FirstEnergy”) is acting as financial advisor to Raven in respect of the Arrangement. FirstEnergy has advised the board of directors of Raven that they are of the opinion that the consideration offered pursuant to the Arrangement is fair, from a financial point of view, to Raven shareholders.
PROFORMA OVERVIEW; UPWARD REVISION TO TRISTAR 2006 GUIDANCE
The Raven Acquisition is significantly accretive to TriStar on a reserves, production, cash flow and net asset value per share basis.
Upon the closing of the Raven Acquisition (assuming the maximum cash election), TriStar will have the following corporate characteristics:
Long Life Reserves: greater than 13.2 mmboe (P+P); RLI of
approximately 9.4 years
High Netback Production: Avg. Rate 2006 (E): 2,950 boepd (70 percent
Exit Rate 2006 (E): 3,900 boepd (70 percent
Sheet(1): $46MM; less than 0.9 times current cash flow
annualized (US$58/bbl WTI, C$8/mcf)
Shares Outstanding: 44 MM (B); 45 MM (FD)
Significant Upside: greater than 210 locations
greater than 180,000 net acres of undeveloped
Note: (1) Estimated bank line of $65 million post closing of the
Brett Herman, President and Chief Operating Officer of TriStar commented, “We are pleased to announce another high quality acquisition that is consistent with our strategy of pursuing large original oil or gas in place reservoirs that have low recovery factors. TriStar estimates that Raven’s Ante Creek property has over 100 MMBbls of original oil in place and over 75 Bcf of natural gas in place – with less than one percent recovered to date.
In just three months TriStar has been able to successfully implement management’s business strategy of cost effective per share growth in reserves, production and cash flow through an integrated approach of acquiring, exploiting and exploring. With our drilling success in Q1, our recently completed acquisitions, and our announcement today, TriStar has now grown the Company’s reserves, production and cash flow per share by over 100%, respectively, since January.
TriStar has also built an extensive inventory of high quality development and exploration assets that have significant upside. We look forward to an active drilling program for the remainder of 2006 with over 75% of our capital budget still to be executed.”
Upon completion of the Raven Acquisition, TriStar will be revising upward the Company’s 2006 average daily and exit rate production estimates.
TriStar now anticipates 2006 average daily production of more than 2,950 boepd, comprised of 70 percent high quality, long life, light oil, and 30 percent natural gas, with a 2006 production exit rate of more than 3,900 boepd.
FORWARD LOOKING STATEMENTS
This press release may contain forward-looking statements including
expectations of future production. More particularly, this press release
contains statements concerning TriStar’s future production estimates,
expansion of oil and gas property interests, resources estimates,
resource recovery estimates, reserves life estimates, prospects,
exploration and development drilling, regulatory applications, capital
expenditures, and drilling locations to be drilled in 2006. These
statements are based on current expectations that involve a number of
risks and uncertainties, which could cause actual results to differ from
those anticipated. These risks include, but are not limited to: the risks
associated with the oil and gas industry (e.g., operational risks in
development, exploration and production; delays or changes in plans with
respect to exploration or development projects or capital expenditures;
the uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), commodity price, price and exchange rate
fluctuation and uncertainties resulting from potential delays or changes
in plans with respect to exploration or development projects or capital
expenditures. Additional information on these and other factors that
could affect TriStar’s operations or financial results are included in
TriStar’s reports on file with Canadian securities regulatory
The forward-looking statements or information contained in this news
release are made as of the date hereof and TriStar 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
Oil and Gas Advisory
This press release contains disclosure expressed as “Boe/d”. All oil and
natural gas equivalency volumes have been derived using the ratio of six
thousand cubic feet of natural gas to one barrel of oil. Equivalency
measures may be misleading, particularly if used in isolation. A
conversion ratio of six thousand cubic feet of natural gas to one barrel
of oil is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency
at the well head.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
common shares offered have not and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any state securities laws and many not be offered or sold in the
United States except in certain transactions exempt from the registration
requirements of the U.S. Securities Act and applicable states securities
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information: Brett Herman, President & Chief Operating Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Facsimilie: (403) 218-6075; Jason J. Zabinsky, Vice President, Finance & Chief Financial Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Facsimilie: (403) 218-6075