CALGARY, ALBERTA--(Marketwire - Dec. 20, 2012) -
THIS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Nextraction Energy Corp. (TSX VENTURE:NE) (the "Company" or "Nextraction") is pleased to announce that it has entered into a definitive agreement (the "Acquisition Agreement") with a closely held private oil and gas company ("PrivateCo") and one of its principal shareholders, whereby Nextraction has agreed to acquire all of the outstanding common shares (the "PrivateCo Shares") of PrivateCo by way of an exempt bid (the "Offer") to the shareholders of PrivateCo in an all share transaction (the "Acquisition"). Nextraction expects to mail the Offer to the holders of PrivateCo Shares (the "PrivateCo Shareholders") as soon as feasible and anticipates closing of the Acquisition to occur in late January 2013. PrivateCo Shareholders will receive 0.5 of a Common Share of Nextraction for each PrivateCo Share held and it is expected that Nextraction will issue an aggregate of approximately 3.79 million Common Shares to PrivateCo Shareholders. The transaction is valued at approximately $1.14 million, including the assumption of approximately $200,000 of positive working capital. The senior officers, directors and major PrivateCo Shareholders, representing an aggregate of approximately 70% of the PrivateCo Shares, (collectively, the "Locked-up Shareholders") are fully supportive of the Offer and have agreed, among other things, to tender their PrivateCo Shares to the Offer and support the Acquisition and have entered into lock-up agreements with Nextraction in respect of the Offer (the "Lock-up Agreements").
Pursuant to the terms of the Acquisition Agreement, completion of the Acquisition is conditional upon, among other things, not less than 90% of the PrivateCo Shares being tendered to the Offer, there being no breach of the Lock-Up Agreements by the Locked-up Shareholders, the receipt of all necessary consents and approvals, including from the TSX Venture Exchange, satisfactory completion of due diligence and certain other conditions typical for transactions of this nature.
If completed, the Acquisition will provide a substantial expansion to Nextraction's Alberta asset base, increasing the Company's net land position to 26.625 net sections from the current 3.125 net sections, and significantly increase Nextraction's horizontal light oil drilling inventory potential from 21 net to 46 net locations. PrivateCo's 3 main properties are all operated with a high-working interest, and will allow Nextraction the flexibility to develop the assets in a timely and appropriate manner. To complement the Company's successful light oil development property at Provost, if completed, the Acquisition will add 2 core areas of low to moderate risk light oil development prospects in central and southern Alberta and provide a significant exploration land position in central Alberta.
The southern Alberta property will add an operated 3 sections (2.9 net) of Crown land with a 96% average working interest targeting light oil in the Glauconite Formation. There is currently 1 producing well on the property and current spacing approvals allow for up to 19 horizontal development wells. Similar development of the Glauconite Formation has been occurring as close as 4 townships away from the acquired property with excellent success.
Acquisition of the central Alberta property will add an operated 1.5 sections of Crown land, with a 100% working interest, with multi-zone potential including light oil from the Cardium Formation. There is currently 1 standing well on the property with numerous pay zones indicated on logs. Successful development of the Cardium with horizontal wells is occurring within 2 miles of the PrivateCo lands, and there is potential for up to 6 Cardium horizontal oil wells on the acquired land.
Also in central Alberta, Nextraction will acquire an operated 17.75 sections (12.375 net) of Crown land with a 68% average working interest with multi-zone exploration potential targeting light oil in the Rock Creek and Blueridge (Nisku) Formations. Rock Creek horizontal light oil drilling is in its early stage of development 6 miles directly south of the acquired property, with encouraging success being realized from recent activity.
If the Acquisition is completed, William Pedersen will join Nextraction as Vice President of Exploration. Mr. Pedersen is a geoscientist with over 29 years of experience in the oil and gas industry and has been the President and CEO of PrivateCo for the past 8 years. Mr. Pedersen has a track record of successfully growing production and creating shareholder value in a number of junior oil and gas companies.
In conjunction with the PrivateCo acquisition the Company is pleased to announce that it has entered into an amending agreement to extend its $3,900,000 non-revolving term loan facility (the "Loan Facility") with Tallinn Capital Mezzanine Limited Partnership. Maturity of the Loan Facility has been extended to May 31, 2013, and may be further extended to September 30, 2013 upon request and achieving certain terms and conditions. All other terms of the Loan Facility remain unchanged.
At Nextraction's core property located in Provost, Alberta, the Company has successfully drilled the third horizontal well in its 2012 capital program and the well is currently awaiting completion, which is expected to occur in January 2013. The Company is currently producing approximately 80 bbls/d of light oil, primarily from its 50% share of the first 2 wells of the 2012 capital program. The 13-6 well that was completed in July was equipped with a new bottom-hole pump in September and continues to produce approximately 60 bbls/d of light oil with minor amounts of associated natural gas. The second well in the program, the 16-34 well that was completed in August, has also been equipped with a similar pumping system and currently averages approximately 80 bbls/d of light oil. Both wells continue to be top quartile producers in comparison to all Viking horizontal wells drilled in a 35 township area surrounding the pool. Nextraction holds a 50% working interest in both the 13-6 and 16-34 wells.
"We are very pleased with the growth and development of Nextraction over the past 12 months. The Provost capital program has exceeded management's expectations and the acquisition of PrivateCo adds a significant inventory of land and light oil drilling locations to the Company's portfolio," stated Company President, Kent Edney. "The continued support of our creditors and shareholders allows the Company to focus on the execution of our strategy as a high growth, oil weighted company."
This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of PrivateCo.
About Nextraction Energy Corp.
Nextraction Energy Corp. is a Canadian junior oil and natural gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian Basin. The Company's model is the "next round of extraction on known plays." Nextraction targets oil focused projects along trends with known reserves that provide low risk, high return development opportunities in both conventional and unconventional resource projects.
Certain statements made and information contained herein may constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation. These statements relate to future events or the Company's future performance and the anticipated completion of the Acquisition. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "may have", "could", "would", "might" or "will" be taken, occur or be achieved. Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These statements speak only as of the date of this Press Release and are expressly qualified, in their entirety, by this cautionary statement.
- Mergers, Acquisitions & Takeovers
Kent Edney, P.Eng.