Crew Energy Announces $130 Million Non-Core Asset Disposition and Partial Redemption of Outstanding 6.500% Senior Unsecured Notes Due 2024
August 18 2022 - 1:00PM
Crew Energy Inc. (TSX: CR; OTCQB: CWEGF) ("
Crew"
or the "
Company"), a growth-oriented natural gas
weighted producer operating exclusively in the world-class Montney
play in northeast British Columbia (“
NE BC”),
announced today that we have successfully completed the sale of
certain non-core assets at Attachie and Portage in NE BC for gross
proceeds of $130 million (subject to certain customary closing
adjustments) (the “
Disposition”). The net proceeds
from the Disposition will be used to redeem $128 million principal
amount of the Company's 6.500% senior unsecured notes due 2024 (the
"
2024 Notes"), of which an aggregate principal
amount of $300 million is currently outstanding.
Details of the Disposition
The Disposition includes approximately 47,025
net acres of Montney rights on land north of the Peace River with
no associated production or facilities, total proved reserves of
4.7 million boe1, representing 2.3% of total corporate proved
reserves, with associated future development capital of $25.7
million, and total proved plus probable reserves of 34.2 million
boe1, representing 8.5% of total corporate proved plus probable
reserves, with associated future development capital of $182.9
million.
With completion of the Disposition, Crew has
successfully monetized a non-core portion of our asset base to
focus on production growth in the Greater Septimus and Groundbirch
areas. In concert with the strong Adjusted Funds Flow2
(“AFF”) and Free AFF3 realized to date in 2022,
the proceeds from this transaction will further contribute to our
financial flexibility and form the basis for development of an
updated strategic plan that builds on the momentum realized over
the past 24 months.
Partial Redemption of 2024
Notes
In connection with the receipt of the
Disposition proceeds, Crew today issued a notice of partial
redemption for $128 million principal amount of its outstanding
2024 Notes (the “Redeemed Notes”) at a redemption
price of CDN $1,010.40 for each $1,000.00 of principal amount
redeemed, plus accrued and unpaid interest up to, but not
including, the redemption date of September 19, 2022.
In addition to benefitting from improvements in
our overall cost of debt, as a result of this partial redemption,
we have also strengthened the balance sheet and helped position
Crew for long-term sustainability. The Company is currently undrawn
on its $185 million credit facility and will continue to assess
options to refinance the remaining balance of the 2024 Notes over
the coming quarters in advance of the March 2024 maturity date.
Advisors
TD Securities Inc. acted as financial advisor to
Crew in respect of the Disposition and TD Securities Inc. and
National Bank Financial acted as co-financial advisors to Crew in
respect of the partial redemption of 2024 Notes.
_________________________________________
1 Reflects "gross" reserves assigned by the
Company's independent reserves evaluator, Sproule Associates
Limited, in their evaluation made effective December 31, 2021 (the
“Sproule Report”) prepared in accordance with the definitions and
provisions contained in the COGE Handbook. Complete details of the
Sproule Report are contained within Crew’s most recent Annual
Information Form filed on SEDAR. 2 Capital management measure that
does not have any standardized meaning as prescribed by
International Financial Reporting Standards, and therefore, may not
be comparable with the calculations of similar measures for other
entities. See “Advisories - Non-IFRS and Other Financial Measures”
contained within our most recently filed MD&A, available on
SEDAR at www.sedar.com. 3 Non-IFRS financial measure or ratio that
does not have any standardized meaning as prescribed by
International Financial Reporting Standards, and therefore, may not
be comparable with calculations of similar measures or ratios for
other entities. See “Advisories - Non-IFRS and Other Financial
Measures” contained within our most recently filed MD&A,
available on SEDAR at www.sedar.com.
ADVISORIES
Forward-Looking Information and
Statements
This news release contains certain
forward–looking information and statements within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" "forecast" and similar
expressions are intended to identify forward-looking information or
statements. In particular, but without limiting the foregoing, this
news release contains forward-looking information and statements
pertaining to the following: Crew's belief that the proceeds from
the Disposition will further contribute to its financial
flexibility and form the basis for development of an updated
strategic plan that builds on the momentum realized over the past
24 months; the anticipated timing and completion of the partial
redemption of the Redeemed Notes as described herein; the
anticipated impact of the completion of the Disposition and partial
redemption of the Redeemed Notes on the Corporation's balance sheet
and long term sustainability; and the Company's plans to continue
to assess options to refinance the remaining balance of the 2024
Notes in advance of the March 2024 maturity date.
Forward-looking statements or information are
based on a number of material factors, expectations or assumptions
of Crew which have been used to develop such statements and
information but which may prove to be incorrect. Although Crew
believes that the expectations reflected in such forward-looking
statements or information are reasonable, undue reliance should not
be placed on forward-looking statements because Crew can give no
assurance that such expectations will prove to be correct. The
forward-looking information and statements included in this news
release are not guarantees of future performance and should not be
unduly relied upon.
The forward-looking information and statements
contained in this news release speak only as of the date of this
news release, and Crew does not assume any obligation to publicly
update or revise any of the included forward-looking statements or
information, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
laws.
BOE Conversions
Barrel of oil equivalents or BOEs 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 than the energy equivalency
of 6:1, utilizing the 6:1 conversion ratio may be misleading as an
indication of value.
Crew is a growth-oriented natural gas and
liquids producer, committed to pursuing sustainable per share
growth through a balanced mix of financially and socially
responsible exploration and development. The Company’s operations
are exclusively focused in the vast Montney resource, situated in
northeast British Columbia, and include a large contiguous land
base. Greater Septimus along with Groundbirch and the light oil
area at Tower in British Columbia offer significant development
potential over the long-term. The Company has access to diversified
markets with operated infrastructure and access to multiple
pipeline egress options. Crew’s common shares are listed for
trading on the Toronto Stock Exchange (“TSX”) under the symbol “CR”
and on the OTCQB in the US under ticker “CWEGF”.
FOR DETAILED INFORMATION, PLEASE
CONTACT:
Dale Shwed, President and CEO |
Phone: (403) 266-2088 |
John Leach, Executive Vice President and CFO |
Email: investor@crewenergy,com |
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