Probe Resources Ltd. (TSX VENTURE: PBR) (the "Company" or "Probe")
announces that the Company's Debt Restructuring Agreement (the
"DRA") which became effective on August 31, 2009 (see news release
dated September 21, 2009) has expired and, accordingly, the
Company's Board of Directors has appointed a restructuring agent to
assist with the Company's restructuring efforts. Additionally, the
Company's U.S. subsidiaries have filed voluntary Chapter 11
petitions in U.S. Bankruptcy Court.
DEBT RESTRUCTURING AGREEMENT
The DRA was established to schedule repayment of the Company's
outstanding past due trade payables and credit agreements in an
orderly manner consistent with monthly collected revenues,
following deduction for well and lease operating costs,
transportation payments and royalty payments as well as general and
administrative expenses of the Company. The amended DRA expired on
October 15, 2010 and did not have established renewal or extension
provisions for outstanding balances at the time of expiration. As a
result of the expiry of the DRA, the Company's Forbearance
Agreement with its primary lender has also expired resulting in
modifications to the cash management process that has been in place
since August 31, 2009. The Company's primary lender has also
exercised its right to take control over funds in the respective
control accounts of Probe's operating subsidiaries.
CHIEF RESTRUCTURING OFFICER APPOINTMENT
Probe's Board of Directors has formally engaged Energy Spectrum
Advisors Inc. ("ESA") as the Company's exclusive financing advisor
and restructuring agent. ESA will immediately undertake a
restructuring plan on behalf of Probe in the best interests of the
Company and its stakeholders.
Also as part of its terms of engagement, Coy Gallatin, Senior
Vice President of ESA will act as Chief Restructuring Officer of
the Company effective immediately. Mr. Gallatin has been an
advisory professional with ESA since 2008. Prior to joining ESA,
Mr. Gallatin served three years as Executive Vice President and
manager of Energy Lending for Bank of Texas, an affiliate of BOK
Financial. In addition, he has served as manager of other BOK
Financial affiliated energy groups. Mr. Gallatin brings with him
over 25 years of experience with financial institutions in various
energy-related fields, including all of the major mid-continent
markets.
CHAPTER 11 FILING
The Company's U.S. subsidiaries today filed voluntary Chapter 11
petitions in the U.S. Bankruptcy Court for the Southern District of
Texas in Houston, Texas. Probe and its subsidiaries will continue
to operate their businesses and manage their properties as debtors
in possession.
The bankruptcy filing follows the expiration of the DRA and
Forbearance Agreements, and the resulting sweep of all unrestricted
cash accounts by the Company's primary lender. In addition, the
emergency cash fund held in restricted accounts by the Creditors'
Agent under the DRA was disbursed to creditors. This left the
Company with no operating cash. Management and its primary lender
had previously proposed several restructuring plans that were
initially agreed to by both secured and unsecured creditors, but
none of the plans were executed. Ultimately, the primary lender and
Creditors' Agent indicated to Management that no further plans
would be considered in absence of a Bankruptcy filing.
"The loss of all cash flow as a result of Hurricane Ike,
unprecedented declines in commodity prices, the mechanical failure
of the EC 37 A-2 well, and difficulty in accessing affordable
capital have resulted in the Company's current situation. We are
hopeful that the restructuring of the Company through the
Bankruptcy process will result in the ability to fully realize the
significant value of the Company's undeveloped assets," stated
Scott Broussard, Probe's Chief Executive Officer and Chairman of
the Board.
OPERATIONAL UPDATE
The Company provides an operational update on its development
activities in the Gulf of Mexico as follows:
High Island 115
After an extended shut in due to decommissioning of the host
processing platform in HI 71, related disconnection of the sales
export pipeline, and installation of production facilities, the
High Island B-1 Sidetrack well recommenced production in July 2010
and is currently producing approximately 6.5 MMCF/D. Probe,
non-operator of the well, currently owns a 27.50% working interest
("WI") and 22.06% net revenue interest ("NRI") in the well.
East Cameron 36
The EC 36 A-1 well continues to produce at a gas rate of 5.7
MMCF/D with a condensate rate of 50 BCPD and flowing tubing
pressure of 2,310 psi. Probe is the operator and holds a 52% WI and
a 35.62% NRI prior to project payout ("BPPO"). Petrodome EC, LLC
owns a 44% WI and 32.10% NRI BPPO.
East Cameron 37
Remediation efforts have been unsuccessful in resolving the
mechanical issues in the EC 37 A-2 well. The Company is evaluating
its plans to plug back to a gas bearing sand in the current well
bore. The well may ultimately be sidetracked to re-capture Rob L
reserves and to evaluate deeper objectives. The Company holds a 52%
WI and 35.36% NRI BPPO. Petrodome EC, LLC owns a 44% WI and 32.10%
NRI BPPO.
East Cameron 246
The EC 246 #2 well was drilled, cased, and suspended in 2008.
Probe is reviewing its plans to complete the development of the
discovery early in 2011. The development consists of the
installation of production facilities, an export pipeline, and
completion of the well. The expected gross production rate from
this formation is 8-12 MMCF/D plus associated condensate. Probe's
independent reserve engineers estimated probable reserves of 11.1
BCF gas and 5,600 BBLS condensate. Probe is operator and currently
holds a 90% WI and a 61.60% NRI in the EC 246 Well #2 BPPO. The
ultimate restructuring plan will address potential sources of
funding required to complete the development of the discovery.
South Timbalier 214
The ST 214 #A-6 Sidetrack well is currently producing at a
nominal gas rate of 2.0 MMCF/D and condensate rate of 20 BCPD. It
also produces approximately 2,250 BWPD. The well has produced
approximately 10.5 BCF of gas and 117,000 barrels of condensate to
date. Production has significantly exceeded the projected proved
reserve estimates conducted by Probe's independent reservoir
engineers at the time of initial production. The independent
reserve engineers are currently updating the reserve estimates to
reflect actual production. Probe is the operator and holds a 100%
WI and 68.50% NRI BPPO.
South Timbalier 198
Probe will be evaluating plans to drill the ST 198 A-7 Sidetrack
2 well. The lease was acquired in 2009 subsequent to purchasing the
platform used to develop the ST 214 A-6 Sidetrack well. Probe's
independent reserve engineers have estimated approximately 9.3 BCF
gas and 167,000 BBLS condensate as proved undeveloped reserves and
8.7 BCF gas and 212,000 BBLS condensate as probable reserves with
the potential for additional reserves in other categories. Probe is
currently seeking a joint venture partner to facilitate the
drilling and completion of a sidetrack of an existing well on the
platform to develop these reserves. The ultimate restructuring plan
will address potential sources of capital required to fund Probe's
share of completion costs. Probe is operator and currently holds a
100% WI and 70% NRI in the lease.
The foregoing approximations are estimates only based on
available technical data and are not contained in a compliant
National Instrument 51-101 reserve report and therefore should not
be relied upon in making any investment decision. As part of its
annual fiscal reporting requirement, Probe has engaged its
independent engineering firm to complete a National Instrument
51-101 report with respect to the possible additional reserves
which will be filed publicly as soon as such report is available.
In addition to the risks with respect to the completion of the
reserve report, Probe will require funding in order to develop any
additional reserves.
ABOUT PROBE RESOURCES LTD.
The Company, along with its wholly-owned subsidiaries located in
The Woodlands, Texas, is an oil and natural gas exploration and
production company focused on generating, acquiring, developing,
and operating drilling prospects within the Texas and Louisiana
Outer Continental Shelf of the Gulf of Mexico.
ABOUT ENERGY SPECTRUM ADVISORS INC.
ESA was founded in 1997 to provide high-quality, focused oil
& gas property sales and private capital placement advisory
services to energy companies focused on the upstream oil and gas
sector. Since 1997, ESA has closed more than 90 transactions with a
total aggregate transaction value exceeding $5.0 billion.
ON BEHALF OF PROBE RESOURCES LTD.
Scott Broussard, Chief Executive Officer and Chairman of the
Board
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Company's securities in
the United States. The Company's securities have not been and will
not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Statements in this press release may contain forward-looking
information including expectations of future operations (including
drill rig commitments and use of proceeds), commerciality of any
gas discovered, production rates, operating costs, commodity
prices, administrative costs, commodity price risk management
activity, acquisitions and dispositions, capital spending, access
to credit facilities, income and oil taxes, regulatory changes, and
other components of cash flow and earnings. The reader is cautioned
that assumptions used in the preparation of such information may
prove to be incorrect. Events or circumstances may cause actual
results to differ materially from those predicted, a result of
numerous known and unknown risks, uncertainties, and other factors,
many of which are beyond the control of the Company. These risks
include, but are not limited to, the risks associated with the oil
and gas industry, commodity prices and exchange rate changes.
Industry related risks could include, but are not limited to,
operational risks in exploration, development and production,
delays or changes in plans, risks associated to the uncertainty of
reserve estimates, or reservoir performance, health and safety
risks and the uncertainty of estimates and projections of
production, costs and expenses. The reader is cautioned not to
place undue reliance on this forward-looking information.
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 release.
Contacts: Probe Resources Ltd. Scott Broussard Chief Executive
Officer and Chairman of the Board (281) 210-1170
sbroussard@probe-resources.com www.probe-resources.com
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