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Greenfields Petroleum Corp
Symbol GNF
Shares Issued 22,105,438
Close 2016-04-27 C$ 0.20
Market Cap C$ 4,421,088
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Greenfields loses $7.52-million (U.S.) in 2015

2016-04-29 17:37 ET - News Release

Mr. John Harkins reports

GREENFIELDS PETROLEUM CORPORATION ANNOUNCES FINANCIAL AND OPERATING RESULTS FOR THE YEAR-ENDED DECEMBER 31, 2015

Greenfields Petroleum Corp. has released its financial and operating results for the fourth quarter and year ended Dec. 31, 2015. Selected financial and operational information is set forth herein and should be read in conjunction with the company's Dec. 31, 2015, audited annual financial statements and the related management's discussion and analysis, which are available for review at SEDAR or on the company's website.

The company has also filed its statement of reserves data, the report of its independent qualified reserves evaluator, and the related report of management and directors (National Instrument 51-101 forms 51-101 F1, 51-101 F2 and 51-101 F3) for the year ended Dec. 31, 2015, which are also available for review at SEDAR or on the company's website.

(Except as otherwise indicated, all dollar amounts referenced herein are expressed in U.S. dollars.)

Fourth quarter and fiscal year 2015 financial results and operating highlights:

  • Subsequent to Bahar Energy Operating Company Ltd. (BEOC) receiving confirmation from SOCAR in May, 2015, that the TPR1 (1) contractual obligation under the ERDPSA has been fulfilled, Bahar Energy Ltd. (BEL) paid the required $2.0-million bonus to the State Oil Fund of the Republic of Azerbaijan. This payment secured BEL's rights to the full 25-year development and production term, through Sept. 30, 2035, for the contract rehabilitation area (as defined in the ERDPSA).
  • Bahar Energy's entitlement sales volumes averaged 1,024 barrels per day and 15.06 million cubic feet per day or 3,534 barrels of oil equivalent per day in the fourth quarter 2015, and 1,033 bbl per day and 14,837,000 cubic feet per day or 3,506 boe per day for 2015. In comparison with the average volumes for the same quarter in 2014, volumes decreased 1 per cent for oil, 20 per cent for gas and 15 per cent for boe per day, respectively. Two thousand fifteen average volumes also decreased 4 per cent for oil, 30 per cent for gas and 24 per cent for boe per day, respectively, when compared with 2014. The company's 33.33-per-cent share of Bahar Energy entitlement sales volumes averaged 341 bbl per day and 5,019,000 cubic feet per day or 1,178 boe per day in the fourth quarter 2015, and 344 bbl per day and 4,945,000 cubic feet per day or 1,169 boe per day for 2015.
  • For the fourth quarter and 2015 fiscal year, the company, through its interest in BEL, realized an average oil price of $31.60 and $43.57 per barrel, respectively. These prices decreased in comparison with an average of $54.86 and $87.51 per barrel realized for the same periods in 2014. The company realized an average natural gas price of $3.96 per thousand cubic feet for the same periods, which is a contractually constant fixed price.
  • For the fourth quarter and 2015 fiscal year, the company's 33.33-per-cent share of BEL financial results represented net income of $1.1-million and $2.3-million, respectively. These results compare with a net loss of $600,000 and net income of $3.3-million for the same periods in 2014.
  • For the fourth quarter and 2015 fiscal year, the company realized net losses of $1.5-million and $7.5-million, respectively, which represent a loss per share (basic and diluted) of seven cents and 34 cents, respectively. In comparison with the same periods in 2014, the company realized net losses of $2.8-million and $7.3-million with losses per share of 14 cents and 37 cents.
  • BEOC continues to make progress with its cost savings programs, realizing a 47-per-cent reduction in operating and administrative costs when comparing 2015 with 2014. The Bahar project has seen cost savings in areas such as: (i) staffing, as the organization is further streamlined, (ii) insurance, as the organization maintains a low-incident safety record, and (iii) reduced third party services costs, as some of the fixed monthly service contracts have been eliminated and the internal work force has been trained to perform these services. Operating materials and supplies purchases have been reduced by utilizing existing inventories and maintaining lower levels of stock on hand. The project has also seen a significant cost savings from a 35-per-cent devaluation of the manat to U.S. dollar on Feb. 21, 2015, which impacts local employment costs, services and procurement.

(1) TPR1 refers to target production rate 1 under the ERDPSA, whereby BEOC must maintain a daily production rate for 90 consecutive days equal to 1.5 times the average 2008 production rate, that rate being 6,944 boe per day.

Operating highlights for 2015 and plans:

  • On Oct. 1, 2015, the existing agreement for sale and purchase of natural gas from the Bahar gas field between BEOC and SOCAR expired. An amendment extending the term of the original contract has been approved by SOCAR. The amendment maintains the current pricing structure fixed at $140 per cubic metre of gas or approximately $3.96 per thousand cubic feet until terminated by either party upon 15 days written notice.
  • BEOC completed 16 capital workovers during 2015, primarily in the Gum Deniz oil field, where production growth averaged 350 bbl per day. Workover activity for the Bahar gas field continues to be hampered by the limited access to suitable marine crane barge vessels necessary to mobilize rigs.
  • BEOC continued progress on several construction projects. The activity in 2015 focused on platform refurbishment, causeway strengthening, and facility operation and safety upgrades. Platform work occurred on 12 platforms.
  • The Bahar field static reservoir and geological model study was completed in 2015, resulting in numerous workover and drilling opportunities being identified. The workovers identified in the study have been prioritized on the basis of potential and well condition. The platform refurbishment schedule has been modified to conform to the proposed workover program with consideration of the cost and timing of refurbishment. BEOC will begin implementation of the study's revised Bahar workover program in 2016.
  • The Gum Deniz field 104-square-kilometre 3-D seismic acquisition, processing and interpretation program was completed in 2015. The data obtained were integrated with existing well control in a full-field geophysical, geological and reservoir study, and a full-field static model was completed in February, 2016, identifying additional potential for workovers and drilling locations. A revised development plan was proposed for the oil field, which included 40 new development wells to be drilled from one new and three existing platforms. Additionally, 22 recompletion candidates in existing wells were identified and included in the work program for 2016 and beyond.

Acquisition of remaining 66.67-per-cent interest in BEL and restructuring of senior debt

On March 8, 2016, Greenfields announced that it, through its wholly owned subsidiary, Greenfields Petroleum International Company Ltd. (GPIC), has entered into a share purchase agreement with Baghlan Group Ltd. (in liquidation) and its liquidator, as agent for and on behalf of Baghlan (the liquidator), pursuant to which GPIC has agreed to purchase Baghlan's 66.67-per-cent interest in BEL and Baghlan's interest in a shareholder loan receivable due from BEL to Baghlan. The aggregate consideration payable by GPIC for the acquisition includes a cash payment of $6.0-million, and a release and discharge of liabilities, claims and demands in relation to certain default loan amounts, and any and all other obligations, liabilities, claims or demands of any kind owed to BEL, BEOC and/or Greenfields by Baghlan. The company currently estimates the accrued default obligations to be an aggregate of $57.6-million. Upon completion of the acquisition, BEL will become a wholly owned subsidiary of GPIC. The cash consideration of $6.0-million has been placed into escrow pending satisfaction of certain conditions to the completion of the acquisition. Greenfields anticipates closing of the acquisition to occur in May, 2016. Completion of the acquisition is subject to certain closing conditions, including, without limitation, receipt of the approval of the TSX Venture Exchange and other necessary regulatory approvals.

To finance the acquisition, the company has agreed to restructure its debt and, in that regard, has signed a fifth amending agreement to the loan agreement dated Nov. 25, 2013, with the lenders under the loan agreement. The fifth amending agreement provides for, among other things: (i) additional financing in the aggregate amount of $7.0-million to satisfy the purchase price in respect of the acquisition and for working capital purposes; and (ii) an extension of the maturity date under the loan agreement from March 15, 2016, to May 16, 2016, to facilitate the completion of the restructuring transaction (as defined below).

In consideration of the lenders entering into the fifth amending agreement, the company has agreed to: (i) obtain the approval of holders of the 9.00-per-cent convertible unsecured subordinated debentures due May 31, 2017, for the conversion of the $23,725,000 (Canadian) aggregate principal amount of debentures into an aggregate of approximately 33.2 million common shares in the capital of the company; (ii) issue, in connection with the completion of the restructuring, up to an aggregate of 2,394,000 common shares for every $1-million of principal due to the lenders under the loan agreement; and (iii) issue, in connection with the completion of the restructuring, an equivalent number of common share purchase warrants to the lenders. The debenture conversion will be implemented upon the approval of the debentureholders, by way of extraordinary resolution, pursuant to and in accordance with the terms of the indenture governing the debentures.

Contemporaneous with the completion of the restructuring transaction, the company anticipates signing an amending agreement to further extend the maturity date under the loan agreement to Dec. 31, 2017. The restructuring transaction will allow the company to become the 100-per-cent shareholder of BEL, to reduce debt, and to reduce related annual cash interest and financing expenses.

Both the acquisition and restructuring transaction remain subject to approval in their entirety by the TSX Venture Exchange.

Select financial and operating information for the year ended Dec. 31, 2015

The selected information is from Greenfields' management's discussion and analysis. The company's complete financial statements as of and for the years ended Dec. 31, 2015, and 2014, with the notes thereto, and the related management's discussion and analysis can be found either on Greenfields' website or on SEDAR.

              GREENFIELDS PETROLEUM FINANCIAL HIGHLIGHTS
                    ($000s (U.S.), except as noted)
                                                               Year ended     
                                                                 Dec. 31,    
                                                              2015      2014 
Financial                                                                            
Revenues                                                    $1,555    $2,044
Net (loss) income                                           (7,524)   (7,324)
Per share, basic and diluted                                ($0.34)   ($0.37)
                                                                            
             BAHAR ENERGY (JOINT VENTURE) FINANCIAL HIGHLIGHTS                      
                    ($000s (U.S.), except as noted)                                  

                                     Total joint venture     Company's share  
                                                Year ended Dec. 31,        
                                          2015      2014      2015      2014 
Financial                                                                            
Revenues                               $39,311   $69,642   $13,102   $23,212
Net income                               6,915     9,810     2,305     3,270
                                                                         
Operating                                                                          
Average entitlement sales volumes (1)                                                                        
Oil and condensate (bbl/d)               1,033     1,071       344       357
Natural gas (Mcf/d)                     14,837    21,184     4,945     7,061
Barrels of oil equivalent (boe/d)        3,506     4,602     1,169     1,534
Average oil price                                                           
Oil price ($/bbl)                       $44.82    $89.47    $44.82    $89.47
Net realization price ($/bbl)           $43.57    $87.51    $43.57    $87.51
Brent oil price ($/bbl)                 $52.42    $98.97    $52.42    $98.97
Natural gas price ($/Mcf)                $3.96     $3.96     $3.96     $3.96

(1) Daily volumes represent the joint venture's and the company's share 
of the contractor parties entitlement volumes net of 10-per-cent
compensatory petroleum beginning Oct. 1, 2013, and the government's 
share of profit petroleum.   

Year-end 2015 reserves

The present value of future net revenue discounted at 10 per cent (PV10) of the proven reserves is $47.2-million net to the company at year-end 2015 (an increase of 9 per cent from year-end 2014), while the PV10 of the proven plus probable reserves is $104.7-million at year-end 2015 (a decrease of 31 per cent from year-end 2014). The majority of the downward revisions in valuations was due to the worldwide price decline for crude oil.

As at Dec. 31, 2015, the total proven reserves are stated at 7,274,000 barrels of oil equivalent net to the company through its interest in BEL, a 27-per-cent increase from year-end 2014, while total proven plus probable reserves are stated at 12,499,000 boe net to the company, a 10-per-cent decrease from year-end 2014.

                                        YEAR-END 2015 RESERVES

Greenfields              1P 2014       1P 2015       2P 2014       2P 2015       3P 2014       3P 2015
net reserves                Mboe          Mboe          Mboe          Mboe          Mboe          Mboe

Oil                        1,626         2,071         3,775         3,816         5,032         5,343
Gas                        4,107         5,203        10,051         8,683        14,474        11,225
Total                      5,733         7,274        13,826        12,499        19,106        16,567
NPV 10% (in
thousands)               $43,407       $47,226      $151,351      $104,741      $240,584      $165,396

Management summary

"The integration of the newly acquired 3-D and 2-D seismic with detailed structural, stratigraphic and reservoir analysis of both Gum Deniz and Bahar fields has led to positive revisions to our proved reserves for year-end 2015. However, the continued drilling hiatus, due to the funding shortfall, has again deferred some planned drilling to beyond the five-year reserves forecast period and has thus adversely impacted the value of our 2P and 3P oil reserves. The valuation of oil reserves was further impacted by the reduced oil price forecast for future years due to the current global oil supply situation. Gas workovers were adversely affected in 2015 by the unavailability of marine crane barge vessels to move workover rigs from platform to platform, resulting in lower production rates from producing wells as we entered 2016. In 2015, the company realized an average netback oil price of $43.57 per barrel compared to $87.51 per barrel in 2014, a 50-per-cent decline. On a positive note, the Bahar gas field continues to realize an average gas price of $3.96 per thousand cubic feet due to the extension of the gas sales contract with SOCAR. In conclusion, postcompletion of the planned consolidation of Baghlan's interest in the Bahar project into Greenfields, we are expecting to fully re-establish both oil and gas workovers in the near term and oil drilling in the longer term to realize the full potential of the Bahar ERDPSA in coming years," stated John W. Harkins, president and chief executive officer of Greenfields.

We seek Safe Harbor.

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