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 Acquisition
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").
Advisors
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.
About Spartan
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:
Fotis KalantzisPresident and Chief Executive
Officerfkalantzis@SpartanDeltaCorp.com |
Richard F. McHardyExecutive
Chairmanrmchardy@SpartanDeltaCorp.com |
Spartan Delta Corp. 202, 1201 – 5th Street S.W. Calgary,
Alberta T2R 0Y6
www.spartandeltacorp.com |
|
READER ADVISORY
Forward-Looking and Cautionary
Statements
This press release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this press release contains forward looking statements
and information concerning: the estimated assumed liabilities
associated with the Assets; expected production and cash flow
related to the Assets; expected number of future drilling locations
related to the Assets; expected decline rates and benefits from the
Assets; the business plan and consolidation strategy of the
Company; cost reduction strategies of the Company; the expected
post-Consolidation and Name Change trading date; and receipt of all
required TSXV approvals.
The forward-looking statements and information
are based on certain key expectations and assumptions made by
Spartan, including expectations and assumptions concerning the
business plan of the Company, expected production, decline rates
and benefits from the Assets and receipt of all TSXV approvals for
the Offering. Although Spartan believes that the expectations and
assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be
placed on the forward-looking statements and information because
Spartan can give no assurance that they will prove to be correct.
By its nature, such forward-looking information is subject to
various risks and uncertainties, which could cause the actual
results and expectations to differ materially from the anticipated
results or expectations expressed. These risks and uncertainties
include, but are not limited to, fluctuations in commodity prices,
changes in industry regulations and political landscape both
domestically and abroad, foreign exchange or interest rates, stock
market volatility, impacts of the current coronavirus (COVID-19)
pandemic and the retention of key management and employees. Please
refer to the Company's most recent Annual Information Form and
Management Discussion and Analysis for additional risk factors
relating to Spartan, which can be accessed either on Spartan's
website at www.spartandeltacorp.com or under the Company's profile
on www.sedar.com. Readers are cautioned not to place undue reliance
on this forward-looking information, which is given as of the date
hereof, and to not use such forward-looking information for
anything other than its intended purpose. Spartan undertakes no
obligation to update publicly or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by law.
BOE Disclosure
The term barrels of oil equivalent
("boe") may be misleading, particularly if used in
isolation. A boe conversion ratio of six thousand cubic feet per
barrel (6 Mcf/bbl) of natural gas to barrels of oil equivalence is
based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value
equivalency at the wellhead. All boe conversions in the report are
derived from converting gas to oil in the ratio mix of six thousand
cubic feet of gas to one barrel of oil.
Reserves Disclosure
All reserves information in this press release
was prepared by 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.
Additional information regarding reserves
attributable to the Assets is provided in the Company's
press release dated April 23, 2020, announcing the
Acquisition.
Non-IFRS Measures
This press release provides certain financial
measures that do not have a standardized meaning prescribed by
IFRS. These non-IFRS financial measures may not be comparable to
similar measures presented by other issuers. Bank debt, net of
working capital, and free cash flow are not recognized measures
under IFRS. Management monitors bank debt, net of working capital,
as part of its capital structure in order to fund current
operations and future growth of the Company. Spartan considers free
cash flow as an important measure to determine the cash amounts
that are available to repay debt or reinvest in the business.
Investors are cautioned, however, that these measures should not be
construed as an alternative to net income (loss) determined in
accordance with IFRS as an indication of Spartan's performance. The
Company's estimated "bank debt, net of working capital" is
calculated by adding the pro forma working capital deficit to bank
debt upon completion of the Acquisition. The estimated working
capital deficit is calculated as current liabilities less current
assets. Free cash flow is calculated as funds flow less capital
investments that occurred within the same period. Spartan's method
of calculating these measures may differ from other companies and
accordingly, they may not be comparable to measures used by other
companies.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this press
release.
All dollar figures included herein are
presented in Canadian dollars, unless otherwise noted.
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