CALGARY, Dec. 11, 2013 /CNW/ - Bellatrix Exploration Ltd. ("Bellatrix"
or the "Company") (TSX, NYSE MKT: BXE) and Angle Energy Inc. ("Angle")
(TSX: NGL) are pleased to announce that they have closed the
previously announced plan of arrangement (the "Arrangement"). Pursuant
to the Arrangement, Bellatrix acquired all of the issued and
outstanding common shares of Angle (the "Angle Shares") for
consideration consisting of $69.7 million in cash and approximately
30.2 million Bellatrix common shares. Bellatrix also acquired all of
the issued and outstanding 5.75% convertible unsecured subordinated
debentures of Angle with a maturity date of January 31, 2016 (the
"Angle Debentures") in the aggregate principal amount of $60,000,000 on
the basis of $1,040 in cash per $1,000 principal amount of the Angle
Debentures, plus accrued and unpaid interest to yesterday.
Management of Bellatrix believes that the combination of Bellatrix's
top-tier asset base with Angle's high quality, low-cost, high working
interest asset base has created one of the largest, intermediate
producers in the West Central Alberta fairway with a dominant and
highly focused position in the Cardium and Lower Mannville.
In conjunction with the Arrangement, the Board of Directors of Bellatrix
has approved the appointment of Keith Turnbull, a former director of
Angle, as a director of Bellatrix effective January 1, 2014. Keith
Turnbull is a Chartered Accountant and has been a business consultant
since his retirement as a Partner from KPMG on December 31, 2009, after
nearly 30 years of service. Mr. Turnbull has extensive experience in
all aspects of public company accounting, finance and management
matters, including serving as Office Managing Partner at KPMG's Calgary
office, where he was responsible for the strategic direction and growth
of the Calgary practice, as well its audit, tax and advisory business.
Mr. Turnbull is a member of the Alberta and Canadian Institute of
Chartered Accountants and the Institute of Corporate Directors. Mr.
Turnbull is currently a director and audit committee member of Crown
Point Energy Inc. and Renegade Petroleum Ltd.
Angle shareholders and debentureholders who have not already done so
should submit their certificates representing Angle Shares and Angle
Debentures to Computershare Investor Services Inc., the depositary
pursuant to the Arrangement, together with the applicable letters of
transmittal following the instructions set out in such letters of
transmittal in order to receive the consideration that they are
entitled to pursuant to the Arrangement. Letters of transmittal were
sent to Angle shareholders and debentureholders and additional copies
may be obtained by contacting Computershare Investor Services Inc. by
telephone at 1-800-564-6253 (Canada and U.S.) or 1-514-982-7555
(Outside North America) or by e-mail at email@example.com.
As part of the Arrangement, Angle and its subsidiary Angle Energy Inc.
were amalgamated with Bellatrix and continued under the name "Bellatrix
Exploration Ltd." and the Angle Shares will be delisted from the
Toronto Stock Exchange.
AltaCorp Capital Inc. and Macquarie Capital Markets Canada Ltd. acted as
financial advisors to Bellatrix and FirstEnergy Capital Corp. and
Cormark Securities Inc. acted as financial advisors to Angle with
respect to the Arrangement.
Forward-Looking Statements: This press release contains forward looking statements. More
particularly, this press release contains statements concerning the
timing of Mr. Turnbull's appointment to the Board of Directors of
Bellatrix. Certain forward-looking statements are based on certain key
expectations and assumptions made by the Company's management,
including among others, the ability of the Company to execute and
realize on the anticipated benefits of the Arrangement, expectations
and assumptions concerning prevailing commodity prices, exchange rates,
interest rates, applicable royalty rates and tax laws; future
production rates and estimates of operating costs; performance of
existing and future wells; reserve and resource volumes; anticipated
timing and results of capital expenditures; the success obtained in
drilling new wells; the sufficiency of budgeted capital expenditures
and carrying out planned activities; the timing, location and extended
future drilling locations; the state of the economy and the exploration
and production business; results of operations; performance;
availability of labour and services; the impact of increasing
competition; the ability to market oil and natural gas successfully and
the ability of the Company to access capital as may be required.
Although Bellatrix believes that the expectations reflected in these
forward looking statements are reasonable, undue reliance should not be
placed on them because Bellatrix 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, some of which are beyond Bellatrix's control. Risks
include risks associated with oil and gas exploration, development,
exploitation, production, marketing and transportation, loss of markets
and other economic and industry conditions, volatility of commodity
prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other producers, inability to
retain drilling services, incorrect assessment of value of acquisitions
and failure to realize the benefits therefrom, delays resulting from or
inability to obtain required regulatory approvals, the lack of
availability of qualified personnel or management, stock market
volatility and ability to access sufficient capital from internal and
external sources and economic or industry condition changes. Actual
results, performance or achievements could differ materially from those
expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any events anticipated by
the forward-looking statements will transpire or occur, or if any of
them do so, what benefits that Bellatrix will derive therefrom.
Additional information on these and other factors that could affect
Bellatrix are included in reports on file with Canadian securities
regulatory authorities and the United States Securities and Exchange
Commission and may be accessed through the SEDAR website (www.sedar.com), the SEC's website (www.sec.gov) or at Bellatrix's website www.bellatrixexploration.com. The forward looking statements contained in this press release are
made as of the date hereof and Bellatrix undertakes no obligations 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.
Barrels of Oil Equivalent: Disclosure provided herein in respect of barrels of oil equivalent
(boe) may be misleading, particularly if used in isolation. A boe
conversion ratio of 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. 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 on a 6:1 basis may be misleading as an
indication of value.
SOURCE: Bellatrix Exploration Ltd.
For further information:
Raymond G. Smith, P.Eng.,
President and CEO
Edward J. Brown, CA
Executive Vice President, Finance and CFO
Brent A. Eshleman, P.Eng.,
Executive Vice President
Troy Winsor, Investor Relations
Bellatrix Exploration Ltd.
Suite No. 1920, 800 - 5th Avenue SW
Calgary, Alberta, Canada T2P 3T6
Phone: (403) 266-8670
Fax: (403) 264-8163