June 1, 2020
CALGARY, Alberta – Spartan Delta Corp. (formerly Return Energy Inc., “Spartan” or the “Company“) (RTN: TSXV) is pleased to announce the closing of its previously announced acquisition of substantially all of the assets (the “Assets“) of Bellatrix Exploration Ltd. (the “Acquisition“).
The Acquisition was funded through a combination of cash on hand and a senior-secured lending facility with a syndicate of lenders comprised of National Bank of Canada, ATB Financial and Canadian Western Bank in the amount of $100.0 million (the “Credit Facility“). In addition, gross proceeds of $64.0 million have been released to the Company pursuant to its previously announced private placement of subscription receipts (“Subscription Receipts“) and common shares (“Common Shares“) of Spartan, further details of which are provided below. Following the completion of the Acquisition, Spartan’s bank debt, net of working capital, is estimated to be approximately $28.1 million.
The purchase price for the Acquisition was $87.6 million, paid in cash. In addition, Spartan agreed to assume certain liabilities of approximately $21.2 million.
The Company has also completed its previously announced name change to “Spartan Delta Corp.” (the “Name Change“) and a consolidation of the Common Shares on the basis of one post-consolidation Common Share for every 100 pre-consolidation Common Shares (the “Consolidation“), further details of which are provided below.
The Assets include high-quality, multi-zone, oil and gas operated production alongside a large land base and strategic infrastructure footprint. The Acquisition advances Spartan’s strategy to acquire and develop underexploited and undercapitalized assets that provide material upside and sustainable free cash flow under current commodities prices.
With over 25,000 boe/d (30% oil and natural gas liquids) of production, this transformational acquisition positions Spartan as a sustainable intermediate exploration and development company, focused on growth through targeted consolidation of complimentary assets. The acquired portfolio is characterized by a low base production decline of approximately 19%. The extensive land base provides a deep location inventory that can support over 10 years of economic drilling on current strip pricing and provides material, delineated and undeveloped upside from multiple horizons and plays as commodity prices improve. With stacked rights in the heart of the Alberta Deep Basin at Ferrier and Willesden Green, the Assets provide meaningful exposure to the Spirit River, Cardium and other Cretaceous target formations. Also included in the Assets is strategic working interest ownership in three gas plants, including one operated deep cut facility, with excess capacity to allow for immediate production optimization and future growth.
All reserves information in this press release was prepared by InSite Petroleum Consultants Ltd. (“Insite”), for Bellatrix Exploration Ltd., effective December 31, 2019, using InSite’s December 31, 2019 forecast prices and costs in accordance with National Instrument 51-101 – Standards of Disclosure of Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook.
Notably, this transaction also provides strategic infrastructure to facilitate further consolidation in west-central Alberta, an area Spartan’s management team has successfully developed, consolidated and monetized over the course of the past two decades. Spartan is confident that its industry-leading cost model will revitalize this high-quality asset base and help deliver on Spartan’s strategy of repeatable, low risk growth while generating sustainable free cash flow in a variety of commodity price environments.
As part of the Acquisition, Spartan is pleased to begin what it hopes to be a long and prosperous relationship with the O’Chiese First Nation based on trust and mutual respect. Spartan is committed to building a company that is respectful to First Nations, the environment, and the communities in which it operates.
The Private Placement
In connection with the completion of the Acquisition, 2,945,500,000 Subscription Receipts at a price of $0.02 per Subscription Receipt (the “Subscription Receipt Offering“) have been exchanged, on a post-Consolidation basis, for approximately 29,455,000 Common Shares (subject to rounding), and gross proceeds of $58.91 million have been released to Spartan from escrow.
Concurrent with the exchange of the Subscription Receipts for Common Shares, the Company has completed the issuance of 2,545,000 Common Shares at a price of $2.00 per Common Share (on a post-Consolidation basis) for gross proceeds of $5.09 million (the “Common Share Offering“).
The Company has raised aggregate gross proceeds of $64.0 million through the completion of the Subscription Receipt Offering and the Common Share Offering (collectively, the “Offering“).
Pursuant to applicable securities laws, the Common Shares issued pursuant to the Offering are subject to a hold period of four months plus one day following the distribution date. The Offering remains subject to final approval of the TSX Venture Exchange (the “TSXV“).
National Bank Financial Inc. acted as Financial Advisor and TD Securities Inc. acted as Strategic Advisor to Spartan with respect to the Acquisition.
National Bank Financial Inc., TD Securities Inc., Peters & Co. Limited and Eight Capital acted as Financial Advisors to Spartan with respect to the Offering.
Stikeman Elliott LLP acted as legal counsel to Spartan with respect to the Acquisition, the Credit Facility and the Offering.
Name Change and Consolidation
Contemporaneous with the closing of the Acquisition, Spartan has implemented its previously approved Name Change and Consolidation.
The issued and outstanding Common Shares have been reduced from 5,810,551,651 Common Shares (including Common Shares issued pursuant to the Offering) to approximately 58,105,517 Common Shares on a post-Consolidation basis (subject to rounding). No fractional shares have been issued. Any fractional interest in Common Shares that is less than 0.5 resulting from the Consolidation has been rounded down to the nearest whole Common Share and any fractional interest in Common Shares that is 0.5 or greater has been rounded up to the nearest whole Common Share.
The Company expects trading of its Common Shares on a consolidated basis, under the new name “Spartan Delta Corp.” and new symbol “SDE”, will commence at market opening on June 4, 2020.
The Consolidation has not affected the validity of currently outstanding share certificates of the Company. However, registered shareholders are required to exchange their share certificates for share certificates evidencing the post-Consolidation Common Share amount. Registered shareholders have been sent a letter of transmittal containing instructions on how to surrender share certificates evidencing the pre-Consolidation Common Share amount to Computershare Investor Services Inc. (the “Depositary“). The Depositary will forward to each registered shareholder who has sent the required documents new share certificates evidencing the new post-Consolidation Common Share amount. Until surrendered, each share certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the post-Consolidation Common Shares to which the holder is entitled following the Consolidation. Beneficial shareholders holding Common Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered shareholders. If shareholders hold their Common Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.
Management Appointment, New Employees and Option Grants
Spartan is pleased to announce the appointment of Randy Berg as Vice President, Land.
Mr. Berg has over 30 years of experience in Land, most recently as Vice President, Land at Spartan Energy Corp. His roles prior to that included Vice President of Land and Business Development at Renegade Petroleum Ltd and Conventional Business Unit Manager at Petrobakken Energy Ltd. He graduated from the University of Calgary in 1987 with a Bachelor of Arts in Economics.
Spartan is also pleased to announce the hiring of over a hundred new permanent employees and contractors to run its business in the office and in the field.
The Company also announces that, pursuant to the terms and conditions of its stock option plan, it has granted an aggregate of 337,200,000 stock options (pre-Consolidation) to purchase Common Shares. The options expire five years from the date of grant and are exercisable at a price of $0.03 per Common Share. The options vest as to one third on each of the first, second and third anniversaries of the grant date. The terms of the options described above are on a pre-Consolidation basis and will be subject to adjustment due to the Consolidation, pursuant to the Company’s stock option plan.
Spartan Delta Corp. is a Calgary, Alberta based company engaged in oil and gas exploration and development. The Common Shares are currently listed on the TSXV under the trading symbol “RTN”. The Company expects trading of its Common Shares on a consolidated basis, under the new name “Spartan Delta Corp.” and new symbol “SDE”, will commence at the market opening on June 4, 2020.
Additional information is available in our corporate presentation, which can be accessed on our website at www.spartandeltacorp.com.
For additional information please contact:
President and Chief Executive Officer
fkalantzis@SpartanDeltaCorp.com Richard F. McHardy
Spartan Delta Corp.
202, 1201 – 5th Street S.W.
Calgary, Alberta T2R 0Y6www.spartandeltacorp.com