NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Madalena Energy Inc. ("Madalena" or the "Company") (TSX
VENTURE:MVN)(PINKSHEETS:MDLNF) announces that it has re-priced its previously
announced subscription receipt ("Subscription Receipts") offering. Pursuant to
the amended agreement, the Company will issue 98,100,000 Subscription Receipts,
on a bought deal basis, at a price of $0.51 per Common Share for aggregate gross
proceeds of $50,031,000 (the "Offering").
Madalena has also granted the underwriters under the Offering an option (the
"Over-Allotment Option") to purchase up to an additional 14,715,000 Subscription
Receipts at a price of $0.51 per Common Share to cover over-allotments, if any,
for additional gross proceeds of up to approximately $7,504,650. The
Over-Allotment Option is exercisable in whole or in part at any time up to the
date that is 30 days following the closing of the Offering.
As previously announced, the Company will use the net proceeds from the Offering
to fund the remaining cash component for the acquisition (the "Acquisition") of
the Argentinean business units of Gran Tierra Energy Inc. ("Gran Tierra"). The
purchase price for the Acquisition is US$63 million, payable in US$49 million
cash and US$14 million in common shares of Madalena ("Common Shares"). Pursuant
to the definitive agreements underlying that Acquisition, Madalena must pay the
share consideration amount at the same deemed issue price as the Offering;
accordingly, Madalena will issue 29,831,537 Common Shares for the share
consideration amount for the Acquisition.
The Subscription Receipts will be offered by way of a short-form prospectus to
be filed in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba,
Ontario, New Brunswick and Nova Scotia pursuant to National Instrument 44-101 -
Short Form Prospectus Distributions. Madalena will apply to list the
Subscription Receipts and the Common Shares thereunder on the TSX Venture
Exchange.
The gross proceeds from the Offering will be held in escrow pending the
satisfaction of all conditions to the completion of the Acquisition (other than
funding), provided that the closing date of the Acquisition is on or before July
31, 2014, upon which time each Subscription Receipt will entitle the holder to
receive a Common Share, without further payment or action on the part of the
holder, upon the closing of the Acquisition. If the Acquisition is not completed
on or before July 31, 2014 or it is terminated at an earlier time, then the
purchase price for the Subscription Receipts will be returned to subscribers,
together with a pro rata portion of interest earned on the escrowed funds.
Completion of the Acquisition and the Offering are subject to certain conditions
including the receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange. Closing of the Offering is expected to
occur on or about June 24, 2014 and the Acquisition is expected to close on or
about June 30, 2014.
Madalena estimates pro forma consolidated annual cash flow from operations of
US$35 - US$45 million over the next twelve months with the Corporation having
the ability, when combined with cash on hand and available credit, to execute a
US$50 - US$60 million capital program over the next 12 to 18 months while
maintaining a strong balance sheet. Madalena will provide additional go-forward
guidance subsequent to the closing of the Acquisition and the approval of a
consolidated budget by the Corporation's board of directors.
Pro forma the Acquisition and the Offering and after all transaction costs, the
Company estimates positive working capital of approximately US$5.0 million.
Updated Acquisition Highlights
-- Acquisition cost per flowing boe of approximately US$19,091, based on
current estimated production at the expected closing date of the
Acquisition of 3,300 boe/d;
-- Reserve life index of 5.41 years, based on current estimated production
and adjusted 2P reserves;
-- Recycle ratio of approximately 2.1x, based on Q1-2014 operating property
netbacks of US$33.93/boe and acquisition costs of approximately
US$16.12/boe;
-- Key producing infrastructure, including batteries and pipelines;
-- Approximately 890,000 net acres of developed and undeveloped lands; and
-- Lands have an average working interest of approximately 83%, and the net
production acquired is more than 94% operated.
The following is a summary of production, land and reserves information that is
relevant to Madalena, prior to, and following, the Acquisition and the Offering:
Madalena(1) Acquisition(2) Adjustments(3) Pro Forma
Current Production(6)
Oil and NGLs (Bbl/d) 960 2,610 - 3,570
Gas (Mcf/d) 3,840 4,150 - 7990
Boe (Boe/d) 1,600 3,300 - 4,900
Oil and NGLs (%) 60 79 - 72
Land (net acres) 239,000 890,000 1,129,000
RESERVES(4)
Proved
Oil and NGL (Mbbl) 1,350 4,248 (612) 4,986
Gas (MMcf) 8,032 5,599 (510) 13,121
MBOE (6:1) 2,689 5,181 (697) 7,173
Proved plus Probable
Oil and NGLs (Mbbl) 2,373 6,295 (900) 7,768
Gas (MMcf) 13,651 7,615 (900) 20,366
MBOE (6:1) 4,648 7,563 (1,050) 11,161
Proved FDC(5) (US$mm) 20 46 (21) 45
Proved plus Probable
FDC (US$mm) 33 77 (35) 75
Accretion Analysis Madalena Acquisition Pro Forma Accretion
Diluted Shares (mm) 413.5 127.9 541.4 -
Proved Reserves (Boe
per mm Common
Shares) 6.5 40.5 13.3 104%
2P Reserves (Boe per
mm Common Shares) 11.2 59.1 20.6 83%
Current Production
(Boe/d per mm Common
Shares) 3.9 25.8 9.1 134%
Notes:
1. Based on the independent reserve reports of Madalena evaluating the
crude oil, natural gas liquids and natural gas reserves of the Company
as at December 31, 2013 prepared by an independent reserves evaluator in
accordance with National Instrument 51-101 - Standards of Disclosure for
Oil and Gas Activities ("NI 51-101") and the COGE Handbook.
2. Based on the independent reserve reports of Gran Tierra evaluating the
crude oil, natural gas liquids and natural gas reserves of Gran Tierra
as at December 31, 2013 prepared by an independent reserves evaluator in
accordance with NI 51-101 and the COGE Handbook.
3. Adjustments to the acquisition reserves were made pursuant to internal
management estimates conducted by a qualified reserves engineer.
Adjustments consisted of reduced PUD locations due to rescheduling or
removal of proven undeveloped and probable locations on the subject
assets and acreage consolidations.
4. Reserves are "gross reserves", being working interest share of reserves
before the deduction of royalties owned by others.
5. "FDC" means future development costs. Please see the end of this news
release for important information on FDC. Madalena converted to US$ at
0.92US/CDN.
6. Based on field estimates.
About Madalena - International and Domestic Assets (Pre-Acquisition)
Madalena is an independent, Canadian-based, domestic and international upstream
oil and gas company whose main business activities include exploration,
development and production of crude oil, natural gas liquids and natural gas.
Internationally, Madalena holds three large blocks within the Neuquen basin in
Argentina where it is focused on the delineation of large petroleum in-place
shale and unconventional resources in the Vaca Muerta and Lower Agrio shales, in
addition to multiple tight sand plays. The Company is also implementing
horizontal drilling and completions technology to high impact international
plays and is currently focused on a conventional oil play in the Sierras Blancas
formation. Madalena holds approximately 132,200 net acres on the Coiron Amargo
(34,950 net acres), Curamhuele (50,600 net acres) and Cortadera (46,650 net
acres) blocks.
Domestically, Madalena's core area of operations is located in the Greater
Paddle River area of west-central Alberta where the Company holds approximately
195 gross (153 net) sections of land (approximately 78% average W.I.)
encompassing light oil and liquids-rich gas resource plays. Madalena's primary
domestic focus is to exploit its large inventory of horizontal drilling
locations on its Ostracod oil and emerging oil & liquids-rich gas resource
plays.
Madalena trades on the TSX Venture Exchange under the symbol MVN. Basic
corporate information, recent news releases and regularly updated corporate
presentations are available on the Company's website at www.madalenaenergy.com.
Reader Advisories
Forward Looking Information
The information in this news release contains certain forward-looking
statements. These statements relate to future events or our future performance,
in particular, but not limited to, with respect to the Acquisition, including
the characteristics of the Argentinean business units being acquired and other
expectations related thereto and the timing thereof, the Offering and the timing
thereof and the Company's expected use of proceeds from the Offering. Statements
relating to "reserves" are also deemed to be forward looking statements, as they
involve the implied assessment, based on certain estimates and assumptions, that
the reserves described exist in the quantities predicted or estimated and that
the reserves can be profitably produced in the future. All statements other than
statements of historical fact may be forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of words such as
"seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect",
"may", "will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "should", "believe", "would" and similar expressions. In
particular, this news release contains forward-looking statements pertaining to
operational activities to be conducted by the Company.
These statements involve substantial known and unknown risks and uncertainties,
certain of which are beyond the Company's control, including: the impact of
general economic conditions; industry conditions; changes in laws and
regulations including the adoption of new environmental laws and regulations and
changes in how they are interpreted and enforced; fluctuations in commodity
prices and foreign exchange and interest rates; stock market volatility and
market valuations; volatility in market prices for oil and natural gas;
liabilities inherent in oil and natural gas operations; uncertainties associated
with estimating oil and natural gas reserves; competition for, among other
things, capital, acquisitions, of reserves, undeveloped lands and skilled
personnel; incorrect assessments of the value of acquisitions; changes in income
tax laws or changes in tax laws and incentive programs relating to the oil and
gas industry; geological, technical, drilling and processing problems and other
difficulties in producing petroleum reserves; and obtaining required approvals
of regulatory authorities. The Company's actual results, performance or
achievement could differ materially from those expressed in, or implied by, such
forward-looking statements and, accordingly, no assurances can be given that any
of the events anticipated by the forward-looking statements will transpire or
occur or, if any of them do, what benefits the Company will derive from them.
These statements are subject to certain risks and uncertainties and may be based
on assumptions that could cause actual results to differ materially from those
anticipated or implied in the forward-looking statements. The forward-looking
statements in this news release are expressly qualified in their entirety by
this cautionary statement. Except as required by law, the Company undertakes no
obligation to publicly update or revise any forward-looking statements.
Investors are encouraged to review and consider the additional risk factors set
forth in the Company's Annual Information Form, which is available on SEDAR at
www.sedar.com.
Non-GAAP Measures
This document contains the term "cash flow" and "net backs", which do not have a
standardized meaning prescribed by Canadian generally accepted accounting
principles ("GAAP") and therefore may not be comparable with the calculation of
similar measures by other companies. Madalena uses cash flow and net backs to
analyze financial and operating performance. Madalena feels this benchmark is a
key measure of profitability for Madalena. This term is commonly used in the oil
and gas industry. Cash flow is not intended to represent operating profits nor
should it be viewed as an alternative to cash flow provided by operating
activities, net earnings or other measures of financial performance calculated
in accordance with GAAP. Cash flows are calculated as cash flows from operating
activities less changes in non-cash working capital.
Information Regarding Disclosure on Reserves
The reserve estimates contained herein are estimates only and there is no
guarantee that the estimated reserves will be recovered. In relation to the
disclosure of estimates for individual properties, companies or business units,
as adjusted, such estimates may not reflect the same confidence level as
estimates of reserves and future net revenue for all properties, due to the
effects of aggregation.
Meaning of Boe
The term "boe" or barrels of oil equivalent may be misleading, particularly if
used in isolation. A boe conversion ratio of six thousand cubic feet of natural
gas to one barrel of oil equivalent (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. Additionally, 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 ratio of 6:1 may be misleading as an indication of value.
Finding and Development Costs
NI 51-101 specifies how finding and development costs ("F&D costs") should be
calculated if they are reported. Essentially NI 51-101 requires that the
exploration and development costs incurred in the year along with the change in
estimated F&D costs be aggregated and then divided by the applicable reserve
additions. The calculation specifically excludes the effects of acquisitions and
dispositions on both reserves and costs. Since acquisitions can have a
significant impact on annual reserve replacement costs, excluding these amounts
could result in an inaccurate portrayal of Madalena's cost structure. F&D costs
disclosed herein are based on working interest gross reserves. The aggregate of
the exploration and development costs incurred in the most recent financial year
and the change during that year in estimated future development costs generally
will not reflect total F&D costs related to reserve additions for that year.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS
RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
FOR FURTHER INFORMATION PLEASE CONTACT:
Kevin Shaw, P.Eng, MBA
President and Chief Executive Officer
Madalena Energy Inc.
Phone: (403) 262-1901 (Ext. 230)
kdshaw@madalenaenergy.com
Thomas Love, CA
VP, Finance and Chief Financial Officer
Madalena Energy Inc.
Phone: (403) 262-1901 (Ext. 227)
tlove@madalenaenergy.com
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