NAL Oil & Gas Trust enters into arrangement agreement to acquire Breaker Energy Ltd.
NAL's President and CEO,
A presentation containing corporate maps and transaction highlights is available on NAL's website at: www.nal.ca.
PROFORMA SUMMARY BREAKER(1) NAL PROFORMA --------------------------------- 2009 Avg. Production (boe/d) 6,700 23,500(2) 30,200 Production Weighting (%) Oil / NGL 45 52 50 Natural Gas 55 48 50 Reserves (MMboe) Proved 12 51 63 Probable 11 22 33 --------------------------------- Proved plus Probable 23 73 96 Net Undeveloped Land ('000) 140 410 550 Tax Pools ($MM) 270(3) 936 1,206 Notes: 1) NAL internal estimates; 2) Mid-point of 2009 full year guidance; 3) As at June 30, 2009. KEY ACQUISITION BENEFITS - Broadens NAL's opportunity base by adding two new core areas at oil- focused Irricana in central Alberta and the Fireweed natural gas property in northeast British Columbia which, together, represent 60- 65% of Breaker's current production. Breaker also has production and attractive opportunities at Girouxville, East Prairie and Provost. - Provides a significant inventory of low risk development opportunities which are complementary to NAL's horizontal drilling experience in Saskatchewan and with the multi-stage frac applications in the Cardium play in central Alberta. Breaker's assets are characterized by significant resources in place with low current recovery factors and the opportunity to increase recovery factors over time. - Operated production (over 90%) with high working interest. - Production of 6,700 boe/d, 45% weighted toward oil and liquids. - Adds 23 million boe of proved plus probable reserves - a 32% increase over NAL's current reserve base with future potential to add incremental reserves in all areas. - Contributes approximately 140,000 net undeveloped acres - a 34% increase over NAL's current undeveloped land inventory. - Maintains NAL's balance sheet strength and flexibility to pursue future acquisitions. - The Transaction is accretive to cash flow, production, reserves and net asset value on a per unit basis while increasing the Trust's proved and probable reserve life index ("RLI").
Breaker has identified approximately 400 (350 net) low risk development prospects including 190 horizontal resource style locations.
More specifically, production in NAL's central Alberta region will be increased by approximately 2,900 boe/d with the addition of Breaker's Irricana and Millard properties. At Irricana, the 38 degree API Wabamun oil pool has a current recovery factor of approximately 6% with potential upside of 5-8 mmboe of recoverable oil (NAL internal estimate) through already approved reduced spacing and waterflood application.
In northeast British Columbia ("NEBC"), the Fireweed area will add approximately 1,600 boe/d of current production and offer long-term gas opportunities with 50-100 bcf (NAL internal estimate) of remaining recoverable gas and associated liquids upside in the Doig. During 2009, Breaker has drilled two prolific horizontal multi-frac wells that have further proven up the viability of the play. The Fireweed asset is highly complementary to the Trutch and Beg assets acquired by NAL from
To view the map of core areas, please visit:
Consistent with the Trust's conservative reserve booking methodology, NAL's internal evaluation of Breaker's reserves effective
Going forward, NAL has identified opportunities for reserves additions through incremental drilling and increased recovery factors.
RESERVE LIFE INDEX
It is anticipated that NAL's P+P RLI will increase as a result of the Transaction.
NAL Pro NAL Breaker forma Proved RLI (years) 5.9 4.9 5.7 Proved and Probable RLI (years) 8.5 9.4 8.7
The Transaction will add approximately 140,000 net undeveloped acres (average WI of 80%) to the Trust, an increase of 34% over NAL's current undeveloped land position.
The Transaction is accretive to production, reserves and net asset value on a per trust unit basis in 2010. After adjusting for undeveloped land internally valued at
Production (6,700 boe/d): - $58,000 per boe/d Reserves: - $32.42 per proved boe - $16.91 per proved plus probable boe
NAL's full year 2009 production is expected to average between 23,500 - 24,000 boe/d. With an expected closing date of
The Board of Directors of NAL Energy Ltd. ("NAL Energy") has unanimously approved the Transaction. The Board of Directors of Breaker has also unanimously approved the Transaction and, based in part on the fairness opinion from Breaker's financial advisor discussed below, determined that the Transaction is in the best interests of Breaker and the holders of its common shares and is fair from a financial point of view to such holders. The Board of Directors of Breaker has resolved to recommend that Breaker shareholders vote their common shares in favour of the Transaction. All of the directors and officers of Breaker, collectively holding approximately 7% of the outstanding common shares of Breaker, have entered into agreements to vote their Breaker common shares in favour of the Transaction. The Arrangement Agreement provides for a non-completion fee of
Closing of the Transaction is expected to occur on or about
BMO Capital Markets acted as exclusive financial advisor to NAL with respect to the Transaction.
FirstEnergy Capital Corp. acted as financial advisor to Breaker in respect of the Transaction and has advised the Board of Directors of Breaker that it is of the opinion, as of the date hereof, that the consideration to be received by Breaker shareholders pursuant to the Arrangement is fair, from a financial point of view, to Breaker shareholders. National Bank Financial Inc. and GMP Securities L.P. acted as strategic advisors to Breaker in respect of the Transaction.
FORWARD LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking information" or "forward-looking" statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding: the Transaction, the completion of the Transaction and the outcome of the Transaction, including regarding transaction values and accretion; estimates of recovery factors, reserves and reserve life index; plans for drilling; estimates of production; and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.
Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by NAL and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information. The material risk factors include, but are not limited to: failure to receive approval of the Transaction from Breaker shareholders, the Court of Queen's Bench of Alberta or applicable regulatory authorities, failure to realize anticipated synergies, the uncertainty of estimates and projections relating to production, recovery factors and reserves; commodity price volatility; the possibility that government policies or laws may change or governmental approvals may be delayed or withheld; changes in tax laws; changes in royalty rates; and the results of NAL's risk mitigation strategies; and NAL's ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive.
Forward-looking information is based on the estimates and opinions of NAL's management at the time the information is released.
Throughout this press release, the calculation of barrels of oil equivalent (boe) is calculated at a conversion rate of six thousand cubic feet (mcf) of natural gas for one barrel of oil and is based on an energy equivalence conversion method. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is based on an energy equivalence conversion method primarily applicable at the burner tip and does not represent a value equivalence at the wellhead.
NAL Oil & Gas Trust provides investors with a yield-oriented opportunity to participate in the Canadian Upstream Conventional Oil and Gas Industry. The Trust generates monthly cash distributions for its Unitholders by pursuing a strategy of acquiring, developing, producing and selling crude oil, natural gas and natural gas liquids from pools in southeastern Saskatchewan, central Alberta, northeastern British Columbia and Lake Erie, Ontario. Trust units trade on the
Breaker Energy Ltd. is an aggressive junior exploration and production company led by a proven team of top-tier oil and natural gas professionals. The management team of Breaker Energy has experience in all key disciplines and across the Western
%SEDAR: 00021180EFor further information: NAL OIL & GAS TRUST: Mr. Andrew Wiswell, President & CEO, Telephone: (403) 294-3636; Mr. Clayton Paradis, Manager, Investor Relations, Telephone: (403) 294-3620, Toll Free: (888) 223-8792, Fax: (403) 515-3407, Email: email@example.com, Website: www.nal.ca; BREAKER ENERGY LTD.: Mr. P. Dan O'Neil, President & CEO, Telephone: (403) 215-5257; Mr. Max Lof, CFO, Telephone: (403) 215-5257, Email: firstname.lastname@example.org, Website: www.breakerenergy.com