**Not for distribution to United States News
Services or Dissemination in the United States**
Delphi Energy Corp. (“Delphi” or the “Company”) announces the
voting results of its annual meeting of shareholders held on May
18th, 2017.
ANNUAL MEETING OF
SHAREHOLDERS
Each of the nine nominees proposed in the
management proxy circular for the 2017 annual meeting of
shareholders were elected as directors. A total of 66,935,746
common shares (“Common Shares”) of the Company, representing
approximately 42.56 percent of Common Shares, were represented in
person or by proxy at the meeting. Detailed results of the
vote are set out in the table below.
DIRECTOR NOMINEE VOTING RESULTS
|
Outcome of Vote |
Votes For |
Votes Withheld |
David J.
Reid |
Elected |
58,184,85898.60% |
|
824,0651.40% |
|
Harry S.
Campbell, Q.C. |
Elected |
58,187,25898.61% |
|
821,6651.39% |
|
Glenn A.
Hamilton |
Elected |
58,180,50898.60% |
|
828,4151.40% |
|
Peter T.
Harrison |
Elected |
58,171,00898.58% |
|
837,9151.42% |
|
Robert A.
Lehodey, Q.C. |
Elected |
57,467,05597.39% |
|
1,541,8682.61% |
|
Andrew E.
Osis |
Elected |
58,176,15898.59% |
|
832,7651.41% |
|
Lamont C.
Tolley |
Elected |
58,167,55898.57% |
|
841,3651.43% |
|
David J.
Sandmeyer |
Elected |
57,846,35898.03% |
|
1,162,5651.97% |
|
Ian
Wild |
Elected |
58,172,60898.58% |
|
836,3151.42% |
|
APPOINTMENT OF AUDITOR
KPMG LLP, Chartered Accountants, was reappointed
to serve as auditor of the Company until the close of the next
annual meeting of the shareholders at a remuneration to be fixed by
the directors of the Company.
This news release does not constitute an offer
to sell or a solicitation of any offer to buy the securities in the
United States. The securities offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended and
will not be offered or sold in the United States absent an
exemption from the registration requirements thereof.
About Delphi Energy Corp.
Delphi Energy Corp. is an industry-leading
producer of liquids-rich natural gas. The Company has
achieved top decile results through the development of our high
quality Montney property, uniquely positioned in the Deep Basin of
Bigstone, in northwest Alberta. Delphi continues to outperform key
industry players by improving operational efficiencies and growing
our dominant Bigstone land position in this world-class play.
Delphi is headquartered in Calgary, Alberta and trades on the
Toronto Stock Exchange under the symbol DEE.
FOR FURTHER INFORMATION PLEASE
CONTACT:
DELPHI ENERGY CORP. |
300, 500 – 4 Avenue S.W. |
Calgary, Alberta |
T2P 2V6 |
Telephone: (403) 265-6171 |
|
Facsimile: (403) 265-6207 |
Email:
info@delphienergy.ca |
|
Website: www.delphienergy.ca |
|
|
|
DAVID J. REID |
|
MARK D. BEHRMAN |
President & CEO |
|
CFO |
|
|
|
Forward-Looking Statements.
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
Canadian securities laws. These statements relate to future
events or the Company’s future performance and are based upon the
Company’s internal assumptions and expectations. All
statements other than statements of present or historical fact are
forward-looking statements. Forward-looking statements are often,
but not always, identified by the use of any of the words “expect”,
“anticipate”, “continue”, “estimate”, “may”, “will”, “should”,
“believe”, "intends”, “forecast”, “plans”, “guidance”, “budget” and
similar expressions.
More particularly and without limitation, this
release contains forward-looking statements and information
relating to petroleum and natural gas production estimates and
weighting, projected crude oil and natural gas prices, future
exchange rates, expectations as to royalty rates, expectations as
to transportation and operating costs, expectations as to general
and administrative costs and interest expense, expectations as to
capital expenditures and net debt, planned capital spending, future
liquidity and Delphi’s ability to fund ongoing capital requirements
through operating cash flows and its credit facilities, supply and
demand fundamentals for oil and gas commodities, timing and success
of development and exploitation activities, cash availability for
the financing of capital expenditures, access to third-party
infrastructure, treatment under governmental regulatory regimes and
tax laws and future environmental regulations.
Furthermore, statements relating to “reserves”
are deemed to be forward-looking statements as they involve the
implied assessment, based on certain estimates and assumptions that
the reserves described can be profitable in the future.
The forward-looking statements and information
contained in this release are based on certain key expectations and
assumptions made by Delphi. The following are certain
material assumptions on which the forward-looking statements and
information contained in this release are based: the stability of
the global and national economic environment, the stability of and
commercial acceptability of tax, royalty and regulatory regimes
applicable to Delphi, exploitation and development activities being
consistent with management’s expectations, production levels of
Delphi being consistent with management’s expectations, the absence
of significant project delays, the stability of oil and gas prices,
the absence of significant fluctuations in foreign exchange rates
and interest rates, the stability of costs of oil and gas
development and production in Western Canada, including operating
costs, the timing and size of development plans and capital
expenditures, availability of third party infrastructure for
transportation, processing or marketing of oil and natural gas
volumes, prices and availability of oilfield services and equipment
being consistent with management’s expectations, the availability
of, and competition for, among other things, pipeline capacity,
skilled personnel and drilling and related services and equipment,
results of development and exploitation activities that are
consistent with management’s expectations, weather affecting
Delphi’s ability to develop and produce as expected, contracted
parties providing goods and services on the agreed timeframes,
Delphi’s ability to manage environmental risks and hazards and the
cost of complying with environmental regulations, the accuracy of
operating cost estimates, the accurate estimation of oil and gas
reserves, future exploitation, development and production results
and Delphi’s ability to market oil and natural gas successfully to
current and new customers. Additionally, estimates as to expected
average annual production rates assume that no unexpected outages
occur in the infrastructure that the Company relies on to produce
its wells, that existing wells continue to meet production
expectations and any future wells scheduled to come on in the
coming year meet timing and production expectations.
Commodity prices used in the determination of
forecast revenues are based upon general economic conditions,
commodity supply and demand forecasts and publicly available price
forecasts. The Company continually monitors its forecast
assumptions to ensure the stakeholders are informed of material
variances from previously communicated expectations.
Financial outlook information contained in this
release about prospective results of operations, financial position
or cash flows is based on assumptions about future events,
including economic conditions and proposed courses of action, based
on management’s assessment of the relevant information currently
available. Readers are cautioned that such financial outlook
information contained in this release should not be used for
purposes other than for which it is disclosed.
Although the Company believes that the
expectations reflected in such forward-looking statements and
information are reasonable, it can give no assurance that such
expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon. Since forward-looking
statements and information address future events and conditions, by
their very nature they involve inherent known and unknown risks and
uncertainties. Delphi’s 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 of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do so, what benefits Delphi will derive therefrom. Should one
or more of these risks or uncertainties materialize, or should
assumptions underlying forward-looking statements prove incorrect,
actual results may vary materially from those currently anticipated
due to a number of factors and risks. These include, but are
not limited to, the risks associated with the oil and gas industry
in general such as operational risks in development, exploration
and production, delays or changes in plans with respect to
exploration or development projects or capital expenditures, the
uncertainty of estimates and projections relating to production
rates, costs and expenses, commodity price and exchange rate
fluctuations, marketing and transportation, environmental risks,
competition from others for scarce resources, the ability to access
sufficient capital from internal and external sources, changes in
governmental regulation of the oil and gas industry and changes in
tax, royalty and environmental legislation. Additional
information on these and other factors that could affect the
Company’s operations or financial results are included in the
Company’s most recent Annual Information Form and other reports on
file with the applicable securities regulatory authorities and may
be accessed through the SEDAR website (www.sedar.com).
Readers are cautioned that the foregoing list of
factors is not exhaustive. Furthermore, the forward-looking
statements contained in this release are made as of the date of
this release for the purpose of providing the readers with the
Company’s expectations for the coming year. The
forward-looking statements and information may not be appropriate
for other purposes. Delphi 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. The
forward-looking statements contained in this release are expressly
qualified in their entirety by this cautionary statement.
Basis of Presentation.
For the purpose of reporting production
information, reserves and calculating unit prices and costs,
natural gas volumes have been converted to a barrel of oil
equivalent (boe) using six thousand cubic feet equal to one
barrel. A boe conversion ratio of 6:1 is based upon an energy
equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the
wellhead. This conversion conforms to the Canadian Securities
Administrators’ National Instrument 51-101 when boes are
disclosed. Boes may be misleading, particularly if used in
isolation.
As per CSA Staff Notice 51-327 initial test results and initial
production performance should be considered preliminary data and
such data is not necessarily indicative of long-term performance or
of ultimate recovery.
Non-IFRS Measures. The
release contains the terms “funds from operations”, “funds from
operations per share”, “net debt”, “net debt to funds from
operations ratio”, “operating netbacks” “cash netbacks” and
“netbacks” which are not recognized measures under IFRS. The
Company uses these measures to help evaluate its performance.
Management considers netbacks an important measure as it
demonstrates its profitability relative to current commodity prices
and costs of production. Management uses funds from operations to
analyze performance and considers it a key measure as it
demonstrates the Company’s ability to generate the cash necessary
to fund future capital investments and to repay debt. Funds from
operations is a non-IFRS measure and has been defined by the
Company as cash flow from operating activities before accretion on
long term and subordinated debt, decommissioning expenditures and
changes in non-cash working capital from operating activities. The
Company also presents funds from operations per share whereby
amounts per share are calculated using weighted average shares
outstanding consistent with the calculation of earnings per share.
Delphi’s determination of funds from operations may not be
comparable to that reported by other companies nor should it be
viewed as an alternative to cash flow from operating activities,
net earnings or other measures of financial performance calculated
in accordance with IFRS. The Company has defined net debt as
the sum of long term debt and subordinated debt plus/minus working
capital excluding the current portion of the fair value of
financial instruments. Net debt is used by management to monitor
remaining availability under its credit facilities. Net debt to
funds from operations ratio is defined as net debt to annualized
quarterly funds from operations, based on the most recently
completed quarter. This ratio is used to calculate the
Company’s compliance with its net debt to funds from operations
ratio covenant. Operating netbacks have been defined as
revenue less royalties, transportation and operating costs.
Cash netbacks have been defined as operating netbacks less interest
and general and administrative costs. Netbacks are generally
discussed and presented on a per boe basis.