Razor Energy Corp. ("
Razor" or the
"
Company") (TSXV: RZE) is pleased to announce it
has completed the previously announced strategic acquisition of
Little Rock Resources Ltd. ("
Little Rock") (the
"
Acquisition"). The Acquisition implies a value of
approximately $12.7 million for Little Rock, including the issuance
of $10.6 million in Common Shares and the assumption of Little
Rock's net debt of $2.1 million. Little Rock's current production
based on August field estimates is approximately 900 boe/d, while
independently evaluated proved developed producing reserves were
2.15 MMBoe at December 31, 2018.
Pursuant to the Acquisition, each common share
of Little Rock (each, a “Little Rock Share”)
tendered pursuant to the offer, representing 95.11% of the total
issued and outstanding Little Rock Shares, was exchanged for 0.45
of a common share of Razor (each, a "Common
Share") resulting in the issuance of an aggregate of
5,689,532 Common Shares. Razor intends to acquire the balance of
the Little Rock Shares by way of compulsory acquisition on the same
terms as the original offer, resulting in the issuance of up to an
additional 292,500 Common Shares.
The Company is also pleased to provide an update
on its current normal course issuer bid (the "Current
NCIB") and announce that it intends to give the TSXV
notice of its intention to commence a new normal course issuer bid
(the "New NCIB") on September 16, 2019. The
Current NCIB commenced on September 14, 2018 and will conclude on
September 13, 2019. Under the Current NCIB, 355,400 Common Shares
were repurchased in open market transactions on the TSXV at an
average cost of $2.48 per Common Share. As at September 11, 2019,
Razor has 20,782,966 Common Shares outstanding, including the
Common Shares issued in connection with the Acquisition.
The New NCIB will commence only upon receipt of
approval of the TSXV. The New NCIB will allow Razor to
purchase up to 1,039,148 Common Shares (representing approximately
5% of the Common Shares currently outstanding) over a period of
twelve months. If the New NCIB commences on September 16, 2019, the
New NCIB will expire no later than September 15, 2020. Under the
New NCIB, Common Shares may be repurchased in open market
transactions on the TSXV, or by such other means as may be
permitted by the TSXV and applicable securities laws and in
accordance with the rules of the TSXV governing NCIBs. The number
of Common Shares the Company is permitted to purchase during any
30-day period is limited to 415,659 Common Shares, representing 2%
of the Common Shares currently outstanding. Any Common Shares that
are purchased under the New NCIB will be cancelled upon their
purchase by Razor. Razor has retained Scotia Capital Inc. as
its broker to conduct the New NCIB on Razor's behalf.
Razor has assembled a high-quality asset base
and has continually delivered superior operational results.
The New NCIB continues to provide an additional option for the
reinvestment of excess cash flow to increase long-term total
shareholder returns. As with all expenditures, Razor will remain
vigilant in ensuring it retains flexibility and liquidity on its
balance sheet.
Razor is a publicly-traded junior oil and gas
development and production company headquartered in Calgary,
Alberta, concentrated on acquiring, and subsequently enhancing,
producing oil and gas properties primarily in Alberta. The Company
is led by experienced management and a strong, committed Board of
Directors, with a long-term vision of growth and distributions to
shareholders, focused on efficiency and cost control in all areas
of the business. Razor currently trades on TSXV under the ticker
"RZE".
For additional information please
contact:
Doug BaileyPresident and Chief Executive Officer |
OR |
Kevin BraunChief Financial Officer |
Razor Energy Corp.800, 500-5th Ave SWCalgary, Alberta T2P
3L5Telephone: (403)
262-0242www.razor-energy.com |
|
Alliance Capital PartnersGordon
Aldcornwww.alliancecapitalpartners.ca403-618-6507 |
READER ADVISORIES
FORWARD-LOOKING STATEMENTS:
This press release may contain certain statements that may be
deemed to be forward-looking statements. Such statements relate to
possible future events, including, but not limited to, the
Company's objectives, including near and medium term objectives,
the Company's capital program, the compulsory acquisition pursuant
to the Acquisition, receipt of TSXV approval of the New NCIB and
the timing thereof, potential Common Share repurchases under the
New NCIB and the anticipated advantages of the New NCIB for the
Company's shareholders. 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 "anticipate", "believe", "expect", "plan",
"estimate", "potential", "will", "should", "continue", "may",
"objective" and similar expressions. The forward-looking statements
are based on certain key expectations and assumptions made by the
Company, including but not limited to expectations and assumptions
concerning the availability of capital, current legislation, the
receipt of required regulatory approvals, including the TSXV,
the timely performance by third-parties of contractual obligations,
the success of future drilling and development activities, the
performance of existing wells, the performance of new wells, the
Company's growth strategy, general economic conditions,
availability of required equipment and services, prevailing
commodity prices, price volatility, price differentials and the
actual prices received for the Company's products. Although the
Company believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the
Company 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. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, risks associated with the oil and
gas industry and geothermal electricity projects in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; variability in
geothermal resources; the uncertainty of reserve estimates; the
uncertainty of estimates and projections relating to production,
costs and expenses, and health, safety and environmental risks),
electricity and commodity price and exchange rate fluctuations,
changes in legislation affecting the oil and gas and geothermal
industries and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development
projects or capital expenditures. Please refer to the risk factors
identified in the most recently filed annual information form and
management discussion and analysis of the Company which are
available on SEDAR at www.sedar.com. The forward-looking statements
contained in this press release are made as of the date hereof and
the Company 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.
INDEPENDENT RESERVES
EVALUATION: Estimates of Little Rock's reserves, as at
December 31, 2018 are based upon the report prepared by GLJ
Petroleum Consultants Ltd., dated February 1, 2019 (the "Little
Rock Reserves Report"). The Little Rock Reserves Report was
prepared in accordance with the Canadian Oil and Gas Evaluation
Handbook requirements and National Instrument 51-101 – Standards of
Disclosure for Oil and Gas Activities.
BARRELS OF OIL EQUIVALENT: 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.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
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