FOR: RAZOR ENERGY CORP.
TSX VENTURE SYMBOL: RZE
Date issue: May 25, 2017
Time in: 8:00 AM e
Attention:
CALGARY, ALBERTA–(Marketwired – May 25, 2017) – Razor Energy Corp. (“Razor” or
the “Company”) (TSX VENTURE:RZE) (www.razor-energy.com) is pleased to announce
the closing of the previously announced strategic acquisition of light oil
assets located in west central Alberta (the “Assets”) for cash consideration of
$9.6 million, subject to customary adjustments (the “Acquisition”). The Assets,
situated within Razor’s core area, are characterized by low decline, light oil
focused production, which is primarily operated with abundant infrastructure to
complement Razor’s existing asset portfolio.
THE ACQUISITION
The purchase price for the Acquisition was $9.6 million, prior to closing
adjustments (the “Purchase Price”). The Purchase Price was funded through a
prospectus financing (the “Offering”) through a syndicate of agents co-led by
Haywood Securities Inc. and Jett Capital Advisors, LLC, together with Canaccord
Genuity Corp., Eight Capital, National Bank Financial Inc., Acumen Capital
Finance Partners Limited and Macquarie Capital Markets Canada Ltd.
(collectively, the “Agents”) of 5,750,000 subscription receipts of the Company
(“Subscription Receipts”) at a price of $3.00 per Subscription Receipt for
aggregate gross proceeds of $17.25 million, including the full exercise of the
Agents’ over-allotment option, which closed on May 15, 2017.
In accordance with their terms, each Subscription Receipt was exchanged for one
common share of the Company (“Common Share”) and one-half of one Common Share
purchase warrant (“Warrant”) upon closing of the Acquisition and the aggregate
gross proceeds of the Offering were released from escrow. Holders of
Subscription Receipts are not required to take any action in order to receive
the Common Shares and Warrants to which they are entitled.
The Acquisition is complementary on a geographic, geological and operational
basis and in terms of product mix with Razor’s current assets and operations in
the Swan Hills areas. On a pro forma basis, using February 2017 field estimated
production, the Company anticipates production at or above 3,700 boe/d, of
which 85% is light oil and natural gas liquids.
The Acquisition enhances Razor’s existing asset base with similar reactivation
and re-entry opportunities, in addition to future drilling upside with proven
deliverability of light oil from the Montney formation. The primary fields
within the Assets include Kaybob South Triassic Units No. 1 and 2, Kaybob
Beaverhill Lake Unit No. 1 and Simonette/Karr Beaverhill Lake Oil Pools.
With 95,679 (33,542 net) acres of land, the majority held by production, Razor
foresees ample drilling opportunities comprised of both vertical and horizontal
wells. Management has currently identified over 15 net drilling locations
including the potential for future horizontal targets. The development of these
properties is expected to be part of the 2018 capital program.
ASSET SUMMARY(1)
/T/
Total purchase price $ 9.6 million
Current production (Feb 2017 field) 759 boe/d
Annual decline rate 15%
95,679 (33,542 net)
Land acres
Net locations 15 unbooked
Forecast 2017 operating netback(2) $ 10.82/boe
Reserves (Gross)
Proved developed producing (“PDP”) reserves(3) 1.5 MMboe
Total Proved (“TP”) reserves(1)(3) 2.8 MMboe
Total proved plus probable (“P+P”) reserves(3) 3.7 MMboe
P+P RLI(4) 13 years
Reserves Value Before Tax (PV10)(3):
PDP reserve value $ 22.5 million
TP reserve value $ 36.2 million
P+P reserve value $ 44.7 million
Run rate cash flow(5) $ 3.3 million
/T/
ACQUISITION METRICS(1)
/T/
Current production (Feb 2017 field) $ 12,652 per boe/d
Proved developed producing reserves(3) $ 6.46 per boe
Total proved reserves(3) $ 3.48 per boe
Total proved plus probable reserves(3) $ 2.62 per boe
Purchase price / PDP reserve value 43%
Purchase price / TP reserve value 27%
Purchase price / P+P reserve value 21%
Run rate cash flow(5) 3.20x
1. Subject to normal adjustments for a transaction of this nature and
adjustments related to the exercise of certain ROFRs.
2. Operating netback does not have any standard meaning prescribed by
International Financial Reporting Standards (“IFRS”) and therefore may
not be comparable with the calculation of similar measures for other
entities. Operating netback equals total petroleum and natural gas sales
less royalties and operating costs calculated on a boe basis. Razor
considers operating netback as an important measure to evaluate its
operational performance as it demonstrates its field level profitability
relative to current commodity prices. The estimated operating netback
was derived using the Company’s 2017 commodity price forecast of
US$52.50/Bbl WTI, $2.50/MCF AECO, and a US/Canadian dollar exchange rate
of $0.75 with the average operating netback calculated from the closing
date of the Acquisition to December 31, 2017. See “Reader Advisories –
Non-IFRS Measures”.Gross Company Reserves. Reserves based on the Kaybob
Assets Reserves Report effective December 31, 2016 prepared in
accordance with the requirements of the COGE Handbook as required by NI
51-101.
3. Gross Company Reserves means Razor’s working interest reserves following
completion of the Acquisition before the calculation of royalties, and
before the consideration of the Company’s royalty interests.
4. The reserve life index (“RLI”) is calculated by dividing total proved
plus probable reserves estimated at 3,683 MBoe with estimated current
production of the Kaybob Assets of 759 boe/d.
5. Run rate cash flow does not have any standard meaning prescribed by IFRS
and therefore may not be comparable with the calculation of similar
measures for other entities. Run rate cash flow is based on annualized
current production of 759 boe/d multiplied by the operating netback for
the Kaybob Assets of $10.82/boe (see Note 2 above).
/T/
2017 CAPITAL BUDGET AND REVISED GUIDANCE
Given the volatility in commodity prices and Razor’s ability to grow production
through high frequency / low capital intensive projects, Razor expects to take
a disciplined and conservative approach to the 2017 budget. The capital budget
will be reviewed continuously by management and the board of directors of the
Company (the “Board”) for changes in commodity price assumptions and project
economics. Razor remains steadfast in its conviction to maintain its financial
advantage and build a top-tier junior oil and gas company.
For fiscal 2017, the capital expenditure budget of $13.0 million, which was
approved by the Board prior to the Acquisition, remains unchanged. Razor
continues to invest in a combination of reactivations, re-entries, optimization
activities and waterflood management. These initiatives will be split between
Swan Hills and Kaybob areas at management’s discretion. In addition, the budget
addresses the Alberta Energy Regulator’s requirement under the Inactive Well
Compliance Program including end of life well and facility spending.
With innovative focus and disciplined capital deployment in its Swan Hills and
Kaybob areas, the Company is well positioned to execute on its growth strategy
while maintaining financial flexibility.
The Company’s 2017 revised financial and operating guidance and assumptions are
as follows:
/T/
—————————————————————————-
Average daily production 2017
—————————————————————————-
Light oil (bbls/d) 2,581
—————————————————————————-
NGLs (bbls/d) 716
—————————————————————————-
Natural gas (mcf/d) 3,319
—————————————————————————-
Oil equivalent (boe/d) 3,850
—————————————————————————-
Capital expenditures $13.0 million
—————————————————————————-
Term Loan (maturity January 31, 2021) $30.0 million
—————————————————————————-
Working capital, December 31, 2017 $13.5 million
—————————————————————————-
Net debt, December 31, 2017 (“Exit Net Debt”) $16.5 million
—————————————————————————-
Funds flow from operations in 2017 (“2017 FFO”)(1) $9.5 million
—————————————————————————-
Exit Net Debt to 2017 FFO(1) 1.7x
—————————————————————————-
Assumptions:
—————————————————————————-
WTI (US$/bbl) $52.50
—————————————————————————-
Exchange rate (US$/C$) 0.75
—————————————————————————-
Light sweet oil differential to WTI (C$/bbl) ($4.00)
—————————————————————————-
Average corporate oil quality discount (C$/bbl) ($3.00)
—————————————————————————-
AECO gas (C$/mcf) $2.50
—————————————————————————-
1. “Funds flow from operations” and “net debt” do not have any standardized
meaning prescribed by IFRS. See “Reader Advisories – Non-IFRS Measures”.
/T/
Razor plans to continue to pursue value-driven acquisitions with a view towards
consolidation of land and production within the Company’s existing project
areas in addition to complementary shallow, light oil horizons within its
Alberta core region. Razor remains focused on adding to its inventory of high
quality projects to sustain longer-term growth.
ABOUT RAZOR
Razor Energy Corp. is a light oil focused company operating predominantly in
Alberta. Razor’s full-cycle business plan provides an opportunity to reposition
the Company as a disciplined and high-growth junior E&P company. With an
experienced management team and a strong, committed Board, growth is
anticipated to occur through timely strategic acquisitions and operations.
Razor currently trades on TSX Venture Exchange under the ticker “RZE”.
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release contains forward-looking
statements. More particularly, this press release contains statements
concerning, but not limited to: the anticipated annual decline rate; capital
program of the Company, including expected production and cash flow related to
the Acquisition; expected number of future drilling locations related to the
Acquisition; the Company’s reactivation program; matters relating to the 2017
capital budget; the Company’s 2017 guidance; and the Company’s acquisition
strategy. In addition, the use of any of the words “anticipate”, “believe”,
“expect”, “plan”, “intend”, “estimate”, “potential”, “can”, “will”, “should”,
“continue”, “may”, “envision” and similar expressions are intended to identify
forward-looking statements. The forward-looking statements contained herein are
based on certain key expectations and assumptions made by the Company,
including but not limited to expectations and assumptions concerning the
availability of capital, current legislation, receipt of required regulatory
approval, the success of future drilling and development activities, the
performance of existing wells, the performance of new wells, the Company’s
growth strategy, general economic conditions, availability of required
equipment and services and prevailing commodity prices. Although the Company
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 the Company 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. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, risks associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production; delays or changes
in plans with respect to exploration or development projects or capital
expenditures; as 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 and exchange rate
fluctuations, changes in legislation affecting the oil and gas industry and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures. Please refer to
the risk factors identified in the annual information form and management
discussion and analysis of the Company for the period ended December 31, 2016,
on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of
the date hereof and the Company 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.
NON-IFRS MEASURES: This press release contains the terms “funds flow from
operations”, “net debt”, “operating netback” and “run rate cash flow”, which do
not have standardized meanings prescribed by IFRS and therefore may not be
comparable with the calculation of similar measures by other companies. Funds
flow from operations represents cash flow from operating activities before
changes in non-cash working capital and decommissioning expenditures.
Management uses funds flow from operations to analyze operating performance and
leverage. Net debt is calculated as long-term debt less working capital (or
plus working capital deficiency), with working capital excluding mark-to-market
risk management contracts. Management believes net debt is a useful
supplemental measure of the total amount of current and long-term debt of the
Company. Operating netback equals total petroleum and natural gas sales less
royalties and operating costs calculated on a boe basis. Razor considers
operating netback as an important measure to evaluate its operational
performance as it demonstrates its field level profitability relative to
current commodity prices. The estimated operating netback was derived using the
Company’s 2017 commodity price forecast of US$52.50/Bbl WTI, $2.50/MCF AECO,
and a US/Canadian dollar exchange rate of $0.75 with the average operating
netback calculated from the closing date of the Acquisition to December 31,
2017. Run rate cash flow is based on annualized current production of 759 boe/d
multiplied by the operating netback for the Kaybob Assets of $10.82/boe.
ADVISORY ON PRODUCTION INFORMATION: Unless otherwise indicated herein, all
production information presented herein has presented on a gross basis, which
is the Company’s working interest prior to deduction of royalties and without
including any royalty interests.
DRILLING LOCATIONS. This press release discloses drilling inventory as unbooked
locations. Unbooked locations are internal estimates based on our prospective
acreage and an assumption as to the number of wells that can be drilled per
section based on industry practice and internal review. Unbooked locations do
not have attributed reserves or resources. Unbooked locations have been
identified by management as an estimation of the Company’s multi-year drilling
activities based on evaluation of applicable geologic, seismic, engineering,
production and reserves information. There is no certainty that the Company
will drill all unbooked drilling locations and if drilled, there is no
certainty that such locations will result in additional oil and gas reserves,
resources or production. The drilling locations on which Razor actually drill
wells will ultimately depend upon the availability of capital, regulatory
approvals, seasonal restrictions, oil and natural gas prices, costs, actual
drilling results, additional reservoir information that is obtained and other
factors. While certain of the unbooked drilling locations have been de-risked
by drilling existing wells in relative close proximity to such unbooked
drilling locations, other unbooked drilling locations are farther away from
existing wells where management has less information about the characteristics
of the reservoir and therefore there is more uncertainty whether wells will be
drilled in such locations and if drilled there is more uncertainty that such
wells will result in additional oil and gas reserves, resources or production.
BARRELS OF OIL EQUIVALENT: The term “boe” or barrels of oil equivalent may be
misleading, particularly if used in isolation. A boe conversion ratio of six
thousand cubic feet of natural gas to one barrel of oil equivalent (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.
Additionally, given that the value ratio based on the current price of crude
oil, as compared to natural gas, is significantly different from the energy
equivalency of 6:1; utilizing a conversion ratio of 6:1 may be misleading as an
indication of value.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.
– END RELEASE – 25/05/2017
For further information:
Doug Bailey
President and Chief Executive Officer
OR
Kevin Braun
Chief Financial Officer
OR
Razor Energy Corp.
1250, 645 7th Avenue S.W.
Calgary, Alberta T2P 4G8
(403) 262-0242
www.razor-energy.com
COMPANY:
FOR: RAZOR ENERGY CORP.
TSX VENTURE SYMBOL: RZE
INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170525CC0024
Press Release from Marketwired 1-866-736-3779
All press releases are written by the client and have NO affiliation with the news copy written by The Canadian Press. Any questions that arise due to the content or information provided in the press release should be directed to the company/organization
issuing the release, not to The Canadian Press.
Canada’s Advantage as the World’s Demand for Plastic Continues to Grow