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Wolfpack to acquire Hydrate Resources as QT

2016-10-13 16:25 ET - News Release

Mr. Greg Downey reports

WOLFPACK CAPITAL CORP. ANNOUNCES QUALIFYING TRANSACTION

Wolfpack Capital Corp. has entered into a letter of intent dated Oct. 7, 2016, with Hydrate Resources Corp. (HRC) to acquire all of the issued and outstanding shares of HRC. HRC is a private British Columbia oil and gas company registered to do business as an extraprovincial corporation in Alberta. The transaction will constitute Wolfpack's qualifying transaction as defined in the policies of the TSX Venture Exchange.

HRC's principal asset is an asset purchase agreement with an effective date of Sept. 1, 2016, in connection with the purchase of certain petroleum and natural gas assets from Crimson Oil and Gas Ltd., as described in detail below.

About the transaction

Pursuant to the terms of the LOI, subject to execution of a definitive acquisition agreement and receipt of applicable regulatory and TSX-V approvals, Wolfpack will issue 18,684,058 common shares at a deemed issue price of 15 cents per common share to acquire all of the issued and outstanding shares of HRC for deemed aggregate consideration of $2,802,609. There are currently 3,499,000 shares of Wolfpack issued and outstanding and 440,000 options exercisable at 10 cents. The expiry of these options will be extended for a period of 12 months after closing of the transaction. Current holders of Wolfpack common shares will hold approximately 16 per cent of the Wolfpack shares, and holders of HRC shares will hold approximately 84 per cent of Wolfpack shares issued and outstanding before giving effect to the HRC financing described below.

HRC shall complete a financing limited to officers, directors, and associates of HRC and Wolfpack for a minimum of $500,000 and up to $1.25-million at 15 cents per share for the issuance of 3.33 million to 8.33 million common shares of HRC or securities convertible into common shares of HRC. Each additional HRC share issued pursuant to the financing will be converted to Wolfpack shares at a ratio of one HRC share to 0.95 Wolfpack share.

The transaction is an arm's-length transaction as defined by TSX-V policies, and as such, it is not expected the transaction will require shareholder approval. Upon completion of the proposed transaction, Wolfpack will be listed on the TSX-V under the name Hydrate Resources Corp., or such other name as is acceptable to the board and the TSX-V, as a tier 2 oil and gas issuer.

Financing

Subject to completion of the transaction, but not as a condition to completion, Wolfpack intends to raise approximately $3.5-million to $5-million by way of a private placement, the terms of which are currently being negotiated and which will be disclosed in a follow-up news release. The funds will be used for operating capital and the acquisition of additional capital assets. Finders' fees may be paid in connection with the private placement in accordance with TSX-V policies. All securities issued by the company in connection with the transaction will be subject to a statutory four-month hold period.

Board of directors and insiders following completion of the transaction

The following individuals will serve as directors and officers of the resulting issuer. The identity of the proposed chief financial officer and details regarding his background will be provided in a follow-up news release.

Garth Evan Johnson, chief executive officer, corporate secretary and director

Mr. Johnson is a successful executive, independent businessman and a chartered professional accountant with 19 years of experience in the oil and gas business as a senior executive and as a director. In 2001, Mr. Johnson was appointed CFO of TAG Oil Ltd., and in 2007, he also accepted the role as CEO of TAG Oil, performing both roles until he resigned as TAG Oil's CFO in 2009 and then resigning as TAG's CEO in 2015. Mr. Johnson, realizing that crisis in the oil and gas business will create a buying opportunity in the industry, co-founded Hydrate Resources Corp., a private company in search of new, affordable, growth-oriented acquisition opportunities in the oil and gas business. As CEO and corporate secretary of Hydrate Resources, he is responsible for the overall direction, governance, management, financing and operation of the business.

Drew Cadenhead, president, chief operating officer and director

Mr. Cadenhead is a professional exploration geologist and independent businessman who began his career 36 years ago in Western Canada. In 2003, Mr. Cadenhead accepted the position of president and CEO of TAG Oil Ltd. Mr. Cadenhead held the positions of president and then subsequently became chief operating officer with TAG for approximately nine years. Mr. Cadenhead resigned his position with TAG Oil in 2015 to become a co-founder, COO and a director of Hydrate Resources Corp. HRC began investigating and securing acquisition opportunities of producing oil and gas properties in Western Canada, in particular, strong technical assets that are under financial stress in today's commodity price environment. Mr. Cadenhead holds a bachelor of science degree, major in geology, from the University of Calgary, and is a registered member of APEGA (Association of Professional Engineers, Geoscientists of Alberta). As president and COO of Hydrate Resources, he is responsible for the overall direction and management of the business, as well as oil and gas asset performance.

Dr. Douglas Ellenor, director

Dr. Ellenor has 45 years of experience in the petroleum exploration and production industry, having spent 25 of those on international assignments with the Royal/Dutch Shell Group in Australasia, Europe, and North and South America. He left Royal/Dutch Shell in 1996, after spending four years as CEO of the Shell Companies of Colombia to become CEO of the Colombian exploration and production company, Hocol SA, a position he held until 1998. Following a posting as business development director in London with Nimir Petroleum Ltd., he returned home to Canada and established an oil and gas consulting company. In 2002, he returned to Hocol SA on temporary assignment as CEO prior to returning to his consultancy in early 2004. He holds a PhD in geology from the University of New England, Australia. He has served on the board of directors of various junior oil companies, and is currently on the board of Amerisur Resources PLC, a company with exploration and production activities in South America. He is a registered professional geoscientist in British Columbia and member of the American Association of Petroleum Geologists and Canadian Society of Petroleum Geologists.

Jack Doyle, director

Mr. Doyle is a petroleum engineer with over 30 years of experience in the Canadian and international energy industry, and is a current member of APEGA. He co-founded Base Engineering in 2005, and has a proven ability to bring technical, cost-sensitive and project management expertise to construction, drilling, completions and workover projects. He has managed drilling and completion operations for a number of companies, including Amoco Canada, Dominion Exploration, Northstar Energy and Hawker Resources.

David Sidoo, insider upon closing

Mr. Sidoo oversees a successful private investment banking and financial management firm. Upon graduating from the University of British Columbia in 1982, he was drafted to play professional football with the Canadian Football League. Mr. Sidoo retired from football in 1988 and entered the brokerage business. He became a broker at Yorkton Securities and quickly became one of the company's top revenue generators. He went on to become partner and advisory board member at Yorkton, consistently generating commissions that ranked in the top five nationally. In 1999, he left Yorkton to pursue private investment banking. Mr. Sidoo was founding shareholder of American Oil & Gas Inc., which sold to Hess Corp. in December, 2010, for over $630-million (U.S.) in an all-stock transaction. Mr. Sidoo then raised $30-million for East West Petroleum, which grew from an exploration company to a current oil producer in the Taranaki basin in New Zealand. In 2008, The Vancouver Sun voted Mr. Sidoo one of the top 100 South Asians making a difference in British Columbia. He currently sits on the board of governors for the University of British Columbia. Mr. Sidoo was awarded the Order of British Columbia on June 14, 2016, the Province of British Columbia's highest civilian honour.

Dev Randhawa, insider upon closing

Mr. Randhawa is an experienced CEO with a strong record of growing resource, mining exploration and energy companies. Northern Miner Magazine named him "Mining Person of the Year 2013" and Finance Monthly awarded him with its "Deal Maker of the Year 2013" award. Currently, he is the CEO of Fission Uranium and Fission 3.0 Corp. Mr. Randhawa founded Strathmore Minerals Corp. in 1996 and remained CEO until September, 2008. In 2007, Mr. Randhawa spun Fission Energy Corp. out of Strathmore to focus on uranium exploration in Saskatchewan. He remained as CEO and chairman until the company sold its Waterbury Lake discovery and a large selection of its assets to Denison Mines in 2013. Fission Uranium Corp. was spun out with the remaining Fission Energy assets as part of the agreement with Denison. In 2011, Fission Energy was named a TSX Venture 50 company. The TSX Venture 50 comprises the top 10 companies listed on the TSX-V in each of the five major industry sectors -- mining, oil and gas, technology and life sciences, diversified industries, and clean technology -- based on a ranking formula with equal weighting given to return on investment, market cap growth, trading volume and analyst coverage. All data were as of Dec. 31, 2010. Mr. Randhawa received a bachelor's degree in business administration with honours from Trinity Western College of Langley, B.C., in 1983, and received his master in business administration from the University of British Columbia in 1985.

Proposed finder's fee

Mr. Sidoo assisted Wolfpack in securing the agreement between Wolfpack and HRC. Pursuant to an agreement between Wolfpack and Mr. Sidoo, Wolfpack has agreed to pay Mr. Sidoo the maximum allowable finder's fee allowed by, and subject to the approval of, the TSX-V, and will consist of Wolfpack common shares at a deemed issue price of 15 cents per common share, subject to a four-month hold period, and cash upon closing of the agreement in full satisfaction of the finder's fee agreement.

About Hydrate Resources Corp.

Based in Vancouver, HRC is a privately held corporation incorporated under the laws of British Columbia and registered as an extraprovincial corporation in Alberta, and is controlled by Mr. Johnson, of Surrey, B.C., and Mr. Cadenhead, of Taranaki, New Zealand. HRC was founded in 2015, and its activities consist of identifying and securing for acquisition affordable, growth-oriented oil and gas assets with proven oil and gas reserves and associated production. Further details regarding HRC's summary financial information will be provided in a follow-up news release.

HRC seeks to become a leading oil and gas company focused on acquiring affordable, small-to-medium-sized proven oil and gas assets with significant upside and achieving growth through further acquisitions, combined with low-risk technically diligent drilling, infrastructure ownership and growing reserves through proven enhanced oil recovery techniques. Effective Sept. 1, 2016, HRC entered into a definitive purchase and sale agreement with Crimson Energy Ltd. and Crimson Oil & Gas Ltd. (together, Crimson) to initially acquire 50 per cent of their Bigoray assets located in Alberta, and with an option to acquire 100 per cent of Crimson's Bigoray assets at any time on or before April 30, 2017. The Crimson companies are both corporations registered to do business in the province of Alberta. Details of the purchase and sale agreement and of the assets are provided below.

Purchase and sale agreement terms

  • HRC will pay Crimson $750,000 cash to acquire 50 per cent of the assets.
  • HRC will pay the first $3-million of capital costs (50 per cent to Crimson's account and 50 per cent to HRC's account) to develop and enhance the assets and any after-acquired assets.
  • HRC will own an option to acquire Crimson's entire right, title, estate and interest in and to the assets, any after-acquired assets and any additional wells for a price of $4.25-million until April 30, 2017, or as mutually extended by Crimson and HRC.

HRC has agreed to provide Crimson a $500,000 loan secured via a fixed charge on the assets and a floating charge on all other property and assets of Crimson. Upon closing of the purchase and sale agreement, the loan will be credited toward the purchase price of $750,000. The loan will be used primarily to develop, enhance and increase ownership in the assets, as well as for working capital for Crimson.

Bigoray asset description

As evaluated by McDaniel & Associates Consultants Ltd., an independent qualified reserves evaluator (QRE) as defined in National Instrument 51-101, as at July 1, 2016, and based on a total interest held in the Bigoray area currently owned by Crimson:

  • 946,000 barrels of oil equivalent of proved reserves with an estimated net present value before tax and discounted at 15 per cent of $6,469,700, and an estimated net present value discounted at 10 per cent of $8,459,400;
  • 1,399,350 barrels of oil equivalent of proved and probable reserves with an estimated net present value before tax and discounted at 10 per cent of $10,695,700.

An updated reserve evaluation report prepared in accordance with National Instrument 51-101 will be prepared reflecting HRC's 50-per-cent interest of Crimson's interest in the Bigoray area assets.

The company's proved and probable reserves and value by reserve category are shown in the attached tables.


                                  PROVED RESERVE CATEGORY                                  
 
                 Oil (1)      MMCF           NGL     Total BOE      PV15% BT       PV10% BT

PDP                0         192.9         7,700        39,850       $(4,100)      $(17,800)
PDNP         548,700       1,386.3       126,800       906,550    $6,473,800     $8,477,200
PUD                -             -             -             -             -              -
Total   
proved       548,700       1,579.2       134,500       946,400    $6,469,700     $8,459,400
 
 
                                 PROBABLE RESERVE CATEGORY                               

                Oil (2)       MMCF           NGL     Total BOE      PV15% BT       PV10% BT
 
PDP               0           91.3         3,700        18,917       $36,000        $39,900
PDNP        126,000          341.6        16,600       199,517    $1,259,100     $1,858,100
PUD         192,000          192.0        10,600       234,600       $50,500       $338,300
Total 
probable    318,000          624.9        30,900       453,034    $1,345,600     $2,236,300
 
 
                            PROVED AND PROBABLE RESERVE CATEGORY                          
 
                Oil (3)       MMCF           NGL     Total BOE      PV15% BT       PV10% BT
 
PDP               0          284.2        11,400        58,770       $31,900        $22,100
PDNP        674,600        1,727.9       143,400     1,105,980    $7,732,900    $10,335,300
PUD         192,000          192.0        10,600       234,600       $50,500       $338,300
Total 
proved 
and 
probable    866,600        2,204.1       165,400     1,399,350    $7,815,300    $10,695,700


(1) Proved reserves of 946,400 barrels of oil equivalent consist of 548,700 barrels of oil made 
    up of 522,800 barrels of light and medium oil and 25,900 barrels of heavy oil. Additionally,
    proved reserves consist of 263,200 barrels of oil equivalent of conventional natural gas
    and 134,500 barrels of natural gas liquids as classified in the Canadian Oil and Gas 
    Evaluation Handbook (COGEH).
(2) Probable reserves of 453,000 barrels of oil equivalent consist of 318,000 barrels of oil made
    up of 122,200 barrels of light and medium oil and 195,800 barrels of heavy oil. Additionally, 
    proved reserves consist of 104,150 barrels of oil equivalent of conventional natural gas and 
    30,900 barrels of natural gas liquids as classified in the COGEH.
(3) Proved and probable reserves of 1,399,400 barrels of oil equivalent consist of 866,600 barrels
    of oil made up of 644,900 barrels of light and medium oil and 221,700 barrels of heavy oil.
    Additionally, proved reserves consist of 367,350 barrels of oil equivalent of conventional 
    natural gas and 165,400 barrels of natural gas liquids as classified in the COGEH.

Note: A conversion ratio of 6,000 cubic feet to one barrel has been used in the calculation of barrels of oil equivalent, and is based on an energy-equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. The use of the term barrels of oil equivalent may be misleading, particularly if used in isolation. Reserves estimates as disclosed herein have been prepared by McDaniel & Associates Consultants in accordance with standards contained in the COGEH, and reserves definitions used in the preparation of these estimates are as set out by the Canadian Securities Administrators in National Instrument 51-101 with reference to the COGEH. All reserve evaluations of set forth in the press release are based on McDaniel & Associates Consultants pricing assumptions as at July 1, 2016. It should not be assumed that the reserve values estimated by the McDaniel & Associates Consultants report represent the fair market value of the reserves set forth in such report. There is no assurance that the future price and cost assumptions used in the McDaniel & Associates Consultants report will prove accurate, and variances could be material. The recovery and reserve estimates of oil, natural gas and natural gas liquids provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual oil, natural gas and natural gas liquids reserves may be greater than or less than the estimates provided herein. After July 1, 2030, the pricing assumptions used in the McDaniel & Associates Consultants report escalate at an annual rate of 2 per cent.

Significant closing conditions

The completion of the transaction is subject to the approval of TSX-V and all other necessary regulatory approval.

The completion of the transaction is also subject to additional conditions precedent, including completion of the financing, HRC's completion of the purchase of the assets, shareholder approval of Wolfpack and HRC, satisfactory completion of due diligence reviews by the parties, execution of a definitive agreement, board of directors approval of Wolfpack and HRC, and certain other usual conditions.

When a definitive agreement between Wolfpack and HRC is executed, which is expected to occur shortly, in accordance with the policies of the TSX-V, Wolfpack will issue a subsequent press release containing additional details of the definitive agreement and terms of the transaction, including information relating to sponsorship, summary financial information in respect of HRC, and to the extent not contained in this press release, additional information with respect to the petroleum and natural gas reserves information of the assets and pro forma share capital of the resulting issuer.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt therefrom in accordance with TSX-V policies. Wolfpack intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the TSX-V. There is no assurance that such an exemption will be granted.

We seek Safe Harbor.

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