Leucrotta Exploration Inc. ("Leucrotta" or
the "Company") (TSXV - LXE) is pleased to
announce that it has entered into an agreement with a syndicate of
underwriters for a $20.0 million bought deal financing (the
"
Financing") by way of a short form prospectus
offering. The Company will be conducting a concurrent non-brokered
private placement of $2.0 million flow-through units of the
Company. The Company has also entered into a definitive agreement
with an Alberta based publicly traded oil and gas company in
connection with disposition of its non-strategic lands (the
"
Asset Sale") comprising 5% of Leucrotta's Montney
land base for an aggregate consideration of $30.0 million. The
Company intends to use a portion of the combined proceeds from the
Financing and the Asset Sale to advance the initiation of a Pad
Development program in the High GOR (gas to oil ratio) Light Oil
Window of the Lower Montney at Mica (the "
Mica
Project"). The acceleration of the Mica Project
will transform Leucrotta into a high-growth pure play Montney
entity with one of the largest contiguous positions in the Montney
light oil window. The funding and expected debt capacity on
successful drilling of the Mica Project is expected to create cash
flow sustainability, and management estimates that the Mica Project
could increase Leucrotta's production to 15,000 - 20,000 boepd
within three years.
Leucrotta Land Map:
https://www.globenewswire.com/NewsRoom/AttachmentNg/c65e7e88-0197-40e9-a261-448b8261122b
*Source: AccuMap
Rob Zakresky, Chief Executive Officer and
President of Leucrotta comments, "We are excited to kick-off our
Mica Pad Development drilling program with years of drilling ahead
of us. Leucrotta has captured and delineated an enormous resource
in the Montney and are thrilled to be in the financial position to
surface that value for our shareholders."
Strategic Rationale
The New Funding Kickstarts the Mica
Development while Minimizing Dilution
- The Asset Sale helps minimize
dilution while only disposing of approximately 5% of the Company's
Montney acreage;
- Added equity allows Leucrotta to be
debt-free well into 2022 when production is estimated by management
to be materially higher;
- Exit 2021 production is expected to
exceed 4,500 boepd (27% oil and condensate) with approximately
$20.0 million cash remaining; and
- Future capital can be accessed by
adding a prudent amount of debt as cash flow grows.
Shareholders Remain Exposed to Large
Resource in Place while Generating Cash
Flow The Mica Project is planned to ramp
production to over 30,000 boepd exploiting only 30 sections of land
in only 1 of 3 Montney zones. However, Leucrotta owns over 240 net
sections of land where the Montney averages 300 metres thick with
numerous potential benches and has 17.8 billion bbls of OOIP and
17.2 tcf of OGIP. Value for shareholders can be realized well
beyond the Mica Project as:
- Additional Montney benches in the
Basal and Upper at Mica (not included in initial Mica Project) to
be production tested over next 12 months;
- Two Rivers Montney acreage north of the Peace River (140 net
sections) located within the Light Oil Window have had encouraging
initial results; and
- Technology continues to enhance
economics of large resources such as the Montney High GOR Light Oil
Window through longer wells (2400+m) and improved extreme limited
entry completion technology resulting in increased recoveries.
Highly Economic Drilling Inventory in
the Mica High GOR Light Oil Window
- On full pad development, new wells
are expected to generate an IRR of greater than 100% and a payout
of approximately one year based on commodity pricing of WTI
USD$50.00/bbl; AECO CAD$2.25/GJ; FX 1.28 CAD/USD; and
- The production from the Mica
Project is estimated to increase to over 30,000 boepd within 5-year
time frame utilizing only 30 of the 100 sections of delineated
lands (over 240 total Montney sections).
Mica Pad Development
The Mica Project is anticipated to start with an
initial 3-4 well pad in 2021 using modern technology that will
incorporate 2,400 metre horizontal laterals, the latest frac
designs, and increased frac intensity. Wells will be produced
through existing infrastructure and will be the basis for an
accelerated development from 2022 forward. The Mica Project was
modeled solely on the Lower Montney horizon, however, Leucrotta
will production test both the Basal and Upper Montney horizons at
Mica in 2021 to determine if the Company can enhance economics even
further through a stacked development program.
The accelerated development (expanded Pad
Development) is expected to take production to over 30,000 boepd
and incorporate existing Leucrotta infrastructure, expanding
current infrastructure and utilizing available third-party
infrastructure where appropriate. Leucrotta estimates it will take
approximately five years to reach its production targets.
The Mica Project has the following
characteristics that will enhance economics and allow for ease of
development:
- Initial Target (Lower Montney)
contains light sweet oil (39-42 API) and sweet liquids-rich natural
gas;
- Low water rates and high GORs limit
artificial lift requirements;
- Egress in area is excellent with
access to various competing pipelines for oil, gas and
liquids;
- Proximity allows for access to
various markets for gas and liquids including potential markets in
Asia for LNG and NGLs;
- Surface access is excellent with
lands being predominantly farm land with an established road
system;
- Access to services is also very
good given proximity to Dawson Creek, Fort St. John and Grand
Prairie; and
- A significant portion of the
initial infrastructure and field gathering system is already in
place which will reduce infrastructure capital required.
Financing
Leucrotta has entered into an agreement with a
syndicate of underwriters (the "Agreement"),
co-led by Haywood Securities Inc., as sole bookrunner, and Echelon
Wealth Partners Inc. (collectively, the
"Underwriters"), pursuant to which the
Underwriters have agreed to purchase for resale to the public, on a
bought deal basis: (i) up to approximately 27.4 million units of
the Company ("Units") consisting of one common
share in the capital of the Company (a "Common
Share") and 0.5 Common Share purchase warrants (each whole
warrant, a "Warrant") at a price of $0.73 (the
"Offering Price") per Unit for gross proceeds of
approximately $20.0 million. The Warrants have an exercise price of
$1.00 per Common Share and a term of two years from the closing
date of the Financing (the "Financing Closing
Date").
The Underwriters have also been granted an
unassignable option (the "Over-Allotment Option"),
exercisable in whole or in part and from time to time, at any time
until 30 days after the Financing Closing Date, to purchase from
Leucrotta up to approximately 4.1 million additional Units at the
Offering Price for additional gross proceeds of up to approximately
$3.0 million. If the Over-Allotment Option is exercised by the
Underwriters in full, aggregate gross proceeds of the Offering
(including the Over-Allotment Option) will be approximately $23.0
million.
The Common Shares to be issued under the
Financing will be distributed by way of a short form prospectus in
each of the Provinces of Canada, other than Québec. A portion of
the Financing will be conducted on a private placement basis in the
United States via Rule 144A to Qualified Institutional Buyers only
under the U.S. Securities Act of 1933, as amended and certain other
jurisdictions outside of Canada as the Company and the Underwriters
may agree on a private placement basis. No prospectus will be
required to be filed in any jurisdiction other than the Canadian
jurisdictions.
The Company will be conducting a concurrent
non-brokered management private placement of up to 2.0 million
units of the Company ("Flow-Through Units")
consisting of one Common Share to be issued on a flow-through basis
in respect of Canadian Development Expenses
("CDE") under the Income Tax Act (Canada) (a
"Flow-Through Share") and one Flow-Through Share
purchase warrant (a "Flow-Through Warrant") at a
price of $0.75 per Flow-Through Unit for gross proceeds of up to
$1.5 million. The Flow-Through Warrants have an exercise price of
$1.00 per Flow-Through Share and a term of three years from the
date of issuance.
The Financing is expected to close on or about
March 31, 2021 and is subject to certain conditions including, but
not limited to, the receipt of all necessary approvals, including
the approval of the TSX Venture Exchange.
Grant of Stock Options
The board of directors of the Company has
approved the granting of incentive stock options
("Options") under its stock option plan to certain
of its directors and officers to acquire up to an aggregate of 4.0
million Common Shares of the Company. The Options are exercisable
for a period of five years at a price of $0.78 per Common Share and
vest over three years.
Following the grant of the Options, Leucrotta
will have a total of 17.6 million Options outstanding. Leucrotta's
share based incentive plans limit the total number of Common Shares
underlying the outstanding stock options and performance warrants
to no more than 10% of the issued and outstanding Common Shares. As
of the date of this press release, the total number of Common
Shares underlying the outstanding stock options represents about
8.8% of the issued and outstanding Common Shares.
Asset Sale
Leucrotta signed a definitive agreement to sell
10.25 sections of Montney lands including approximately 375 boepd
of production for a purchase price of $30.0 million. The Asset Sale
is scheduled to close on or around April 1, 2021. For Leucrotta,
the lands were assessed to be non-strategic as they:
- were not conducive to long well
development given proximity to other companies;
- are located in the wet gas window
with Leucrotta focusing on the High GOR Light Oil Window;
- only comprise approximately 5% of
Leucrotta's Montney land base;
- have a small production base
(approximately 375 boepd) with a net cash flow to Leucrotta of $0.7
million in 2020; and
- had only 0.9 MMboe of reserves on a
PDP basis assigned by GLJ Ltd. ("GLJ"),
independent qualified reserves evaluator of the Company, as at
December 31, 2019. Undeveloped reserves of 21.2 MMboe were also
assigned by GLJ with corresponding $79.8 million of future
development costs (FDC).
Additional Transactions Could Augment
and Pull Forward Asset and Share Value
There is tremendous potential to augment
shareholder value given initial Mica Project develops only 30 of
over 240 net sections of total Montney lands and only one of three
potential Montney zones. Such transactions may include, among other
things:
- Selling additional lands to
accelerate drilling;
- Executing Joint Venture
arrangements on portions of the land base other than the Mica
Project; and
- Other capital arrangements to
accelerate capital development and bring value forward.
Financial and Guidance
On completion of the Financing and Asset Sale,
Leucrotta will have no debt and approximately $45 million cash.
Based on a 2021 capital program of approximately $30 million,
Leucrotta estimates it will have cash on hand at year-end of
approximately $20 million and no debt.
Leucrotta anticipates that the 2021 Exit
Production Rate will be approximately 4,500 boepd (27% light oil
and condensate).
Advisors
RBC Capital Markets acted as Financial Advisor
with respect to the Asset Sale and Haywood Securities Inc. acted as
Strategic Advisor with respect to the Asset Sale and Financing.
Oil and Gas Metrics and
Disclaimer
This news release contains metrics commonly used
in the oil and gas industry, such as "IRR", "OGIP" and OOIP. These
terms do not have standardized meanings or standardized methods of
calculation and therefore may not be comparable to similar measures
presented by other companies. Readers are cautioned that the
information provided by these metrics, or that can be derived from
the metrics presented in this presentation should not be unduly
relied upon. The following oil and gas metrics have the following
meanings as used in this news release:
IRR - Internal Rate of Return. IRR is the discount rate required
to arrive at a NPV equal to zero. Rates of return set forth in this
news release are for illustrative purposes. There is no guarantee
that such rates of return will be achieved in the future.
NPV - Net Present Value is defined as “the present value of
future cash flows minus the initial capital”.
PV - Present Value is defined as “the present value of future
cash flows”.
Boe - Barrel of Oil Equivalent. All boe
conversions in the report are derived by converting gas to oil at
the ratio of six thousand cubic feet of natural gas to one barrel
of oil equivalent. A boe conversion rate of 1 Boe: 6 Mcf is
based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value
equivalency at the wellhead. Readers are cautioned that Boe may be
misleading, particularly if used in isolation.
OGIP (Original Gas in Place) and OOIP (Original
Oil in Place) are equivalent to Total Petroleum Initially In Place
("TPIIP") for the purposes of this news
release.
TPIIP, as defined in the Canadian Oil and Gas
Evaluations Handbook ("COGEH"), is that quantity
of petroleum that is estimated to exist originally in naturally
occurring accumulations. It includes that quantity of petroleum
that is estimated, as of a given date, to be contained in known
accumulations, prior to production, plus those estimated quantities
in accumulations yet to be discovered (equivalent to "total
resources"). There is no certainty that any portion of the
resources will be discovered. If discovered, there is no certainty
that it will be commercially viable to produce any portion of the
resources.
The OGIP and OOIP estimates quoted in this news
release are unaudited internal estimates effective December 31,
2020 prepared by a qualified reserves evaluator in accordance with
the COGEH Handbook. "Internal estimate" means an estimate that is
derived by the Company's internal APEGA certified engineer(s), and
geologist(s) and prepared in accordance with National Instrument
51-101 - Standards of Disclosure for Oil and Gas Activities.
Product type for the OOIP number is "tight oil" and product type
for the OGIP number is "shale gas". The location of the resource is
the lands depicted in orange on the map on page 1 of this news
release excluding the sections labelled "disposition". Of the 246
net sections, Leucrotta has an average ownership working interest
of 95% (258 gross sections). The key variables relevant to the
evaluation are porosity, reservoir thickness, pressure, water
saturation and gas composition which have increasing uncertainty,
both positive and negative, with distance from existing wells.
Mica Project
The "Mica Project" referenced in this press
release is a conceptual development study of Leucrotta's resources
(Prospective and Contingent Resources) of tight oil and shale gas
in the Lower Montney formations on 30 net sections (30 gross) of
land in the Mica Area. Leucrotta's average working interest in the
lands is 100%. The evaluation is an unrisked full development of
the resource with multi-stage frac'ed horizontal wells using
best-estimate type curves scheduled over a 5-year time period,
effective January 2021. A total of $543 million of capital
(undiscounted) is required for the project with an initial cash
outlay of $112 million before payout is anticipated (5.5 years).
The assumed commodity price is a flat WTI USD$50.00/bbl; AECO
CAD$2.25/GJ; FX 1.28 CAD/USD forecast. There is no assurance that
the forecast price and cost assumptions used in the evaluation will
be attained and variances could be material. The actual scope of
the project will be dependent upon the availability of funding,
regulatory approvals, seasonal restrictions, oil and natural gas
prices, costs, actual drilling results, additional reservoir
information that is obtained, and other factors. There is
uncertainty that it will be commercially viable to produce any
portion of the resources. For the prospective resources there is no
certainty that any portion of the resources will be discovered and
if discovered, there is no certainty that it will be commercially
viable to produce any of those resources. The evaluation is an
internal estimate prepared in accordance with the COGE handbook by
a qualified reserves evaluator.
Reserves Data
There are numerous uncertainties inherent in
estimating quantities of light and medium oil, tight oil, shale
gas, conventional natural gas and NGL reserves and the future cash
flows attributed to such reserves. The reserve and associated cash
flow information set forth above are estimates only. In general,
estimates of economically recoverable light and medium oil, tight
oil, shale gas, conventional natural gas and NGL reserves and the
future net cash flows therefrom are based upon a number of variable
factors and assumptions, such as historical production from the
properties, production rates, ultimate reserve recovery, timing and
amount of capital expenditures, marketability of oil and natural
gas, royalty rates, the assumed effects of regulation by
governmental agencies and future operating costs, all of which may
vary materially.
Individual properties may not reflect the same
confidence level as estimates of reserves for all properties due to
the effects of aggregation. This news release contains
estimates of reserves and FDCs of the Company's individual
properties contained in the Asset Sale.
The reserves data contained in this news release
has been prepared in accordance with NI 51-101. The reserve data
provided in this news release presents only a portion of the
disclosure required under National Instrument 51-101. All of
the required information will be contained in the Company's Annual
Information Form for the year ended December 31, 2019, available on
SEDAR at www.sedar.com.
Reserves are estimated remaining quantities of
oil and natural gas and related substance anticipated to be
recoverable from known accumulations, as of a given date, based on
the analysis of drilling, geological, geophysical and engineering
data; the use of established technology, and specified economic
conditions, which are generally accepted as being reasonable.
Reserves are classified according to the degree of certainty
associated with the estimates as follows:
Proved Reserves are those reserves that can be
estimated with a high degree of certainty to be recoverable. It is
likely that the actual remaining quantities recovered will exceed
the estimated proved reserves.
Probable Reserves are those additional reserves
that are less certain to be recovered than proved reserves. It is
equally likely that the actual remaining quantities recovered will
be greater or less than the sum of the estimated proved plus
probable reserves.
This news release discloses reserves information
for the Asset Sale in two categories: (i) proved developed
producing (PDP); (ii) proved plus probable undeveloped locations.
The evaluation was part of the year-end corporate reserves
evaluation effective December 31 2019 and was prepared by an
independent qualified reserves evaluator.
The PDP reserves pertain to three producing gas
wells.
The proved plus probable undeveloped reserves
pertain to 21 locations on the Asset Sale lands of which 10 are
proved undeveloped and 11 are probable undeveloped.
Certain information provided in this news
release may constitute "analogous information" under applicable
securities legislation, such as reserve and resource estimates or
the reserves and resources present on the Company's lands, and
nearby lands, total production and production-rates from wells
drilled by the Company or other industry participants located in
geographical proximity to lands held by the Company. This
information is derived from publicly available information sources
(as at the date of this news release) that the Company believes are
predominantly independent in nature. The Company believes this
information is relevant as it helps to define the reservoir
characteristics in which the Company may have an interest. The
Company is unable to confirm that the analogous information was
prepared by a qualified reserves evaluator or auditor or in
accordance with the Canadian Oil and Gas Evaluation Handbook and
therefore, the reader is cautioned that the data relied upon by the
Company may be in error, may not be analogous to the Company's land
holdings and/or may not be representative of actual results of
wells anticipated to be drilled or completed by the Company in the
future.
Forward-Looking Information
This news release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "should",
"believe", "intends", "forecast", "plans", "guidance" and similar
expressions are intended to identify forward-looking statements or
information.
More particularly and without limitation, this
document contains forward-looking statements and information
relating to the Company's capital programs, timing of the
completion of the Asset Sale, management estimated 2021 Exit
Production Rate, management estimated debt and cash as at year end
and management estimate on anticipated future sources of capital.
The forward-looking statements and information are based on certain
key expectations and assumptions made by the Company, including
expectations and assumptions relating to prevailing commodity
prices and exchange rates, applicable royalty rates and tax laws,
future well production rates, the performance of existing wells,
the success of drilling new wells, the availability of capital to
undertake planned activities, the availability and cost of labour
and services, the exercise of the Over-Allotment Option, the use of
proceeds of the Financing; the closing of the Financing and the
receipt of all necessary approvals, including the approval of the
TSX Venture Exchange.
Although the Company believes that the
expectations reflected in such forward-looking statements and
information are reasonable, it can give no assurance that such
expectations will prove to be correct. Since forward-looking
statements and information address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
Actual results may differ materially from those currently
anticipated due to a number of factors and risks. These include,
but are not limited to, the risks associated with the oil and gas
industry in general such as operational risks in development,
exploration and production, delays or changes in plans with respect
to exploration or development projects or capital expenditures, the
uncertainty of estimates and projections relating to production
rates, costs and expenses, commodity price and exchange rate
fluctuations, marketing and transportation, environmental risks,
competition, the ability to access sufficient capital from internal
and external sources and changes in tax, royalty and environmental
legislation. The forward-looking statements and information
contained in this document are made as of the date hereof for the
purpose of providing the readers with the Company's expectations
for the coming year. The forward-looking statements and information
may not be appropriate for other purposes. 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.
The forward-looking statements regarding the
Company's expected 2021 cash flow and debt are included herein to
provide readers with an understanding of the Company's anticipated
cash flow and the Company's ability to fund its expenditures based
on the assumptions described herein. Readers are cautioned that
this information may not be appropriate for other purposes.
For further information, please contact:
LEUCROTTA EXPLORATION INC.700, 639 –5th Ave
SWCalgary, Alberta T2P 0M9Phone: (403) 705-4525www.leucrotta.ca
Robert ZakreskyPresident and Chief Executive Officer
Nolan ChicoineVice President, Finance and Chief Financial
Officer
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.
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