Crescent Point Energy Corp. ("Crescent Point" or the "Company")
(TSX and NYSE: CPG) is pleased to announce that it has entered into
an arrangement agreement (the “Agreement”) to acquire Hammerhead
Energy Inc. (“Hammerhead”), an oil and liquids-rich Alberta Montney
producer, for total consideration of approximately $2.55 billion,
including approximately $455 million in assumed net debt,
consisting of cash and common shares of the Company (the
“Transaction”).
“This strategic consolidation is an integral part of our overall
portfolio transformation,” said Craig Bryksa, President and CEO of
Crescent Point. “The acquired assets, which are situated in the
volatile oil window in the Alberta Montney and adjacent to our
existing lands, provide significant value with premium drilling
inventory, infrastructure ownership and scalable market access.
This transaction is expected to be immediately accretive to our per
share metrics and to enhance our return of capital profile for
shareholders. Upon completion of the transaction, Crescent Point
will have a dominant position in both the Alberta Montney and
Kaybob Duvernay plays, which are complemented by our low-decline,
long-cycle assets in Saskatchewan. Moving forward, our strategic
priorities will focus on continued operational execution, balance
sheet strength and increasing our return of capital to
shareholders.”
KEY HIGHLIGHTS
- Transforms Company into a Montney
and Kaybob Duvernay focused E&P with complementary long-cycle
assets in Saskatchewan.
- Adds approximately 800 net Montney
drilling locations and increases estimated total corporate premium
inventory to over 20 years.
- Accretive to 2024 metrics and
enhances excess cash flow per share by over 15 percent, on average,
throughout the five-year plan.
- Creates the seventh-largest Canadian
E&P by production volume and largest land owner in the Alberta
Montney’s volatile oil fairway.
- Plan to increase base dividend by 15
percent to $0.46 per share on an annual basis, subject to closing
of the Transaction.
- Leverage ratio of 1.1 times net debt
to adjusted funds flow expected at year-end 2024 at US$80/bbl
WTI.
STRATEGIC RATIONALE
- Establishes Dominant
Position in the Alberta Montney with 350,000 Net Acres of
Contiguous Land Providing Synergies: The Transaction is
accretive to Crescent Point’s portfolio and allows the Company to
consolidate approximately 105,000 net acres of land with Montney
rights, directly adjacent to its existing Alberta Montney position
at Gold Creek and Karr. The acquired assets are highly attractive
with favourable royalty rates on Crown lands and include a high
working interest rate of primarily 100 percent with limited expiry
concerns. The acquired lands also have attractive geological
characteristics with significant net pay, similar to Crescent
Point’s Gold Creek assets, and higher than normal pressure. The
Company expects to be able to drive significant operational
synergies across the combined asset base with respect to drilling
and completion design, shared infrastructure, well-pad development
continuity and supply chain management efficiencies. A detailed map
of the acquired assets in relation to Crescent Point’s existing
land position is provided later in the release.
- Increases Premium Drilling
Inventory to Over 20 Years: Adds approximately 800 net
Montney drilling locations, further bolstering Crescent Point’s
short-cycle asset portfolio. This Transaction provides decades of
inventory with highly attractive returns, capital efficiencies and
finding and development costs, which all rank in the top quartile
within the Company’s portfolio. Crescent Point’s inventory of
premium drilling locations is estimated to exceed 20 years on a pro
forma basis, providing an attractive growth profile.
- Significant Infrastructure
Ownership and Market Access: Enhances the Company’s
ownership of significant infrastructure within the Alberta Montney,
including oil batteries, compressors, water disposal and gathering
lines to third party processing plants. Cumulative capital
investment made by Hammerhead on major infrastructure since
inception is expected to total approximately $500 million by the
end of 2023. This infrastructure will support the acquired assets
as they grow from approximately 56,000 boe/d (50% oil and liquids)
expected in 2024 to over an estimated 80,000 boe/d within Crescent
Point’s five-year business plan. Crescent Point also expects to
benefit from long-term contracts already in place to ensure the
Company has adequate market access for future scalability.
- Expected Accretion of Over
15 Percent Per-Share to Excess Cash Flow and Return of
Capital: The Transaction is expected to be accretive to
Crescent Point’s 2024 metrics, including adjusted funds flow and
excess cash flow per share. Over the Company’s five-year business
plan, the Transaction is expected to further strengthen Crescent
Point’s excess cash flow and return of capital profile by over 15
percent per share, on average, in addition to its current outlook
for mid-single digit organic growth. Crescent Point expects to
generate significant financial and operational synergies in the
near-term through lower general and administrative expenses and
capital costs. The Company will focus on realizing additional value
over time, including the efficient development of the acquired
assets by optimizing the number of wells drilled per section. The
Transaction also provides Crescent Point with an estimated $1.3
billion of tax pools.
- Creates
Seventh-Largest E&P in Canada by Production Volume (Weighted
65% to Oil and Liquids): Pro-forma production is expected
to total over 200,000 boe/d, with significant drilling inventory in
place to deliver additional long-term organic growth. Crescent
Point is expected to immediately become the largest owner of land
in the Alberta Montney’s volatile oil fairway, in addition to
already controlling the largest amount of land in the
condensate-rich Kaybob Duvernay play. This increased scale is
expected to allow the Company to continue to improve its cost of
capital.
All financial figures are approximate and in Canadian dollars
unless otherwise noted. This press release contains forward-looking
information and references to specified financial measures
including: excess cash flow, excess cash flow per share, adjusted
funds flow, leverage ratio, recycle ratio, base dividend and net
debt. Refer to the Specified Financial Measures section in this
press release for further information. Significant related
assumptions and risk factors, and reconciliations are described
under the Specified Financial Measures and Forward-Looking
Statements sections of this press release.
UPDATED PRELIMINARY 2024 GUIDANCE
Crescent Point’s revised 2024 preliminary guidance, which
incorporates the Transaction, includes estimated annual production
of 200,000 to 208,000 boe/d (65% oil and liquids) based on
development capital expenditures of $1.45 to $1.55 billion. This
budget is expected to generate over $1.2 billion of excess cash
flow at US$80/bbl WTI.
Approximately 80 percent of Crescent Point's 2024 budget is
expected to be allocated to its Alberta Montney and Kaybob
Duvernay plays, with the remaining capital allocated to the
Company's low-decline, long-cycle assets in Saskatchewan.
The revised capital expenditures budget incorporates
approximately $400 million of development capital associated with
the newly acquired assets, which are forecast to grow from
approximately 56,000 boe/d in 2024 to approximately 80,000 boe/d
within the Company’s five-year business plan. In addition to this
long-term growth, capital expenditures for the acquired assets are
expected to moderate subsequent to 2024, resulting in significant
excess cash flow generation.
The Company plans to release its formal 2024 guidance upon
closing of the Transaction, which is expected in December
2023.
FOCUS ON OPERATIONAL EXECUTION, BALANCE SHEET, AND
INCREASING RETURN OF CAPITAL
Crescent Point’s strategic priorities will continue to focus on
operational execution, balance sheet strength and increasing return
of capital to shareholders.
This Transaction builds on the operational momentum achieved by
the Company since its initial entry into the Kaybob Duvernay and
Alberta Montney. Crescent Point’s execution to date in these plays
has resulted in enhanced returns for shareholders through a
combination of realized efficiencies and enhanced productivity
through drilling and completion optimization. The Company plans to
build on this success with the announced Transaction.
Given the expected accretion from this Transaction, the Company
plans to increase its quarterly base dividend by 15 percent to
$0.115 per share, or to $0.46 per share annually, up from $0.40 per
share currently. This base dividend increase is subject to approval
from Crescent Point’s Board of Directors, the successful closing of
the Transaction and market conditions. It is expected to be
effective in connection with the first quarter 2024 dividend, which
is anticipated to be declared in early 2024.
Crescent Point’s net debt is expected to total approximately
$3.7 billion following the Transaction, or 1.4 times adjusted funds
flow. This leverage ratio is expected to improve to approximately
1.1 times by year-end 2024, at US$80/bbl WTI. As part of its
commitment to balance sheet strength, the Company has established a
near-term net debt target of $2.2 billion, or approximately 1.0
times adjusted funds flow at mid-cycle pricing.
The Company plans to continue to allocate approximately 60
percent of its excess cash flow to dividends and share repurchases
in the interim and plans to increase this allocation over time as
it further strengthens its balance sheet.
Over the long-term, Crescent Point continues to target a
leverage ratio of less than 1.0 times in a low commodity price
environment. To protect against commodity price volatility, the
Company will continue to hedge a portion of its production,
including approximately a third of its anticipated production in
2024, net of royalty interest.
TRANSACTION METRICS
Based on estimated production for the acquired assets of
approximately 56,000 boe/d in 2024, the Transaction metrics are as
follows, assuming US$80/bbl WTI, $3.50/mcf AECO, and $0.73 US$/CDN
exchange rate:
- 3.4 times annual net operating
income;
- $45,500 per flowing boe; and
- $8.25 per boe of Proved plus
Probable (“2P”) reserves of 308.7 MMboe, as estimated by the
independent evaluator McDaniel & Associates Consultants Ltd.,
as at November 1, 2023. Including approximately $2.7 billion of
undiscounted future development capital, the Transaction equates to
$16.93 per boe of 2P reserves, resulting in a recycle ratio of
approximately 2.2 times.
The net present value (“NPV”) of the Proved (“1P”) and 2P
reserves of the acquired assets total approximately $2.1 billion
and $3.4 billion respectively, based on independent engineering
evaluation and pricing as of fourth quarter 2023. The reserves
attributed to the acquired assets are based on 252 net booked
locations, or approximately a third of the total 800 internally
identified net premium drilling locations.
TRANSACTION FINANCING AND FINANCIAL
ADVISORS
Total consideration for the Transaction is approximately $2.55
billion, including approximately $455 million of Hammerhead’s net
debt. Hammerhead shareholders will receive $21.00 per fully diluted
common share of Hammerhead, through a combination of approximately
$1.5 billion in cash and 53.2 million common shares of
Crescent Point (approximately $548 million).
The Company plans to fund the cash portion of the Transaction
through its existing credit facilities, a new three-year term loan
totaling $750 million and approximately $500 million of gross cash
proceeds from an equity offering, as announced separately. The
closing of the Transaction is not conditional upon closing of the
term loan financing or the equity offering.
The Boards of Directors of both Crescent Point and Hammerhead
have unanimously approved the Transaction, which is subject to
court, Toronto Stock Exchange and other stock exchange and
regulatory approvals and other customary closing conditions.
The Agreement provides for mutual non-completion fees of $85
million in the event the Transaction is not completed or is
terminated by either party in certain circumstances.
Hammerhead shareholders, including certain directors and all of
the officers, holding an aggregate of approximately 82 percent of
Hammerhead shares outstanding, have entered into voting support
agreements with Crescent Point to vote in favour of the Transaction
and against any alternative or competing transaction.
Certain affiliates of Riverstone Holdings, LLC (collectively
“Riverstone”), Hammerhead’s largest shareholder, will own
approximately seven percent of Crescent Point’s pro forma issued
and outstanding common shares upon closing of the Transaction.
Riverstone has agreed to enter into a lock-up agreement upon the
closing of the Transaction whereby it will hold 50 percent of the
Crescent Point shares it receives pursuant to the Transaction for a
period of at least three months following the closing thereof and
hold the remaining 50 percent of the Crescent Point shares that it
receives pursuant to the Transaction for a period of at least six
months following the closing, subject to the provisions of such
lock-up agreement.
BMO Capital Markets and RBC Capital Markets are acting as
financial advisors to Crescent Point on the Transaction and have
each provided a verbal opinion to Crescent Point's Board of
Directors to the effect that, as of the date of each such opinion
and based upon and subject to the assumptions, limitations and
qualifications set forth therein, the consideration to be paid by
Crescent Point under the Agreement is fair from a financial point
of view to Crescent Point. Scotiabank is acting as strategic
advisor to Crescent Point.
The Bank of Nova Scotia, BMO Capital Markets and Royal Bank of
Canada are acting as co-lead arrangers and joint bookrunners on the
Company’s new term loan facility.
Norton Rose Fulbright Canada LLP is acting as legal advisor to
Crescent Point on the Transaction.
CONFERENCE CALL DETAILS
Crescent Point management will host a pre-recorded conference
call today, Monday, November 6, 2023, starting at 2:30 p.m. MT
(4:30 p.m. ET) to discuss the announced Alberta Montney
consolidation. A slide deck will accompany the conference call and
can be found on Crescent Point’s website.
Participants can listen to this event online via webcast.
The conference call can be accessed without operator assistance by
registering online to receive an instant automated call back.
Alternatively, the conference call can be accessed with operator
assistance by dialing 1‑888‑390‑0605. The webcast will be archived
for replay and can be accessed on Crescent Point’s conference calls
and webcasts webpage. The replay will be available approximately
one hour following completion of the call.
Shareholders and investors can also find a presentation on
Crescent Point's website, further highlighting details of the
Transaction.
ALBERTA MONTNEY LAND POSITION
The following graphic shows the acquired assets in relation to
Crescent Point’s existing land position in the Alberta Montney.
2024 PRELIMINARY GUIDANCE
|
Prior |
Revised |
Total Annual Average Production (boe/d) (1) |
145,000 - 151,000 |
200,000 - 208,000 |
|
|
|
Capital Expenditures |
|
|
Development capital expenditures ($ millions) |
$1,050 - $1,150 |
$1,450 - $1,550 |
Capitalized administration ($ millions) |
$40 |
$40 |
Total ($ millions) (2) |
$1,090 - $1,190 |
$1,490 - $1,590 |
1) The revised total annual average production
(boe/d) is comprised of approximately 65% Oil, Condensate &
NGLs and 35% Natural Gas. Assumes production of 56,000 boe/d (50%
oil and liquids) for the assets acquired as part of the
Transaction
2) Land expenditures and net property
acquisitions and dispositions are not included. Revised development
capital expenditures is allocated as follows: approximately 90%
drilling & development and 10% facilities & seismic
RETURN OF CAPITAL OUTLOOK
|
Prior |
Revised |
Base Dividend |
|
|
Current quarterly base dividend per share (1) |
$0.10 |
$0.115 |
Additional Return of Capital |
|
|
% of excess cash flow (2) |
60% |
60% |
1) The planned quarterly base dividend increase
to $0.115 per share is subject to approval from the Board of
Directors, the successful closing of the Transaction and market
conditions. This dividend increase is expected to be effective in
connection with the first quarter 2024 dividend
2) Total return of capital is based on a
framework that targets to return to shareholders approximately 60%
of excess cash flow
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
The common shares offered in the equity offering described
herein will be offered to the public through certain underwriters
and their affiliates by way of a prospectus supplement (the
"Prospectus Supplement") to Crescent Point’s short form base shelf
prospectus dated November 3, 2023 (the "Prospectus")
filed with the securities regulatory authorities in each of the
provinces of Canada and included in its registration statement on
Form F-10 filed with the U.S. Securities and Exchange Commission
(“SEC”). The Offering is made only by the Prospectus. The
Prospectus contains important detailed information about the
securities being offered. Before investing, prospective purchasers
should read the Prospectus Supplement, the Prospectus and the
documents incorporated by reference therein for more complete
information about Crescent Point and the Offering.
A copy of the Prospectus is, and a copy of the Prospectus
Supplement will be, available free of charge on SEDAR+ at
www.sedarplus.com and on the SEC website at www.sec.gov/edgar.
Alternatively, copies may be obtained upon request in Canada by
contacting the Company at the contacts below.
Definitions / Specified Financial Measures
Throughout this press release, the Company uses the terms
"adjusted funds flow" (equivalent to "adjusted funds flow from
operations"), "excess cash flow", "excess cash flow per share",
"net debt", "leverage ratio" (equivalent to "net debt to adjusted
funds flow") "base dividends" and "recycle ratio". These specified
financial measures do not have any standardized meaning as
prescribed by International Financial Reporting Standards and,
therefore, may not be comparable with the calculation of similar
measures presented by other issuers.
The most directly comparable financial measure for adjusted
funds flow from operations and excess cash flow disclosed in the
Company's financial statements is cash flow from operating
activities, which, for the three and nine month periods ended
September 30, 2023, was $648.9 million and $1.58 billion
respectively. The most directly comparable financial measure for
net debt disclosed in the Company's financial statements is
long-term debt, which, for the nine month period ended September
30, 2023 was $2.95 billion. The most directly comparable financial
measure for base dividends disclosed in the Company’s financial
statements is dividends declared, which for the three and nine
month periods ended September 30, 2023 was $71.7 million and $143.6
million, respectively. For the quarter ended September 30, 2023,
adjusted funds flow, excess cash flow, discretionary excess cash
flow, net debt and base dividends were $687.1 million, $321.6
million, $268.6 million, $2.88 billion and $53.0 million,
respectively. For the nine month period ended September 30, 2023,
adjusted funds flow, excess cash flow, discretionary excess cash
flow, net debt and base dividends were $1.76 billion, $752.8
million, $590.3 million, $2.88 billion and $162.5 million,
respectively.
Excess cash flow forecasted for 2023 to 2024 is a
forward-looking non-IFRS measure and is calculated consistently
with the measures disclosed in the Company's MD&A. Refer to the
Specified Financial Measures section of the Company's MD&A for
the three and nine month periods ended September 30, 2023.
Excess cash flow per share is a non-IFRS ratio and calculated as
excess cash flow divided by the number of shares outstanding.
Excess cash flow per share presents a measure of financial
performance to assess the ability of the Company to finance
dividends, potential share repurchases, debt repayments and
returns-based growth. This measure is based on current shares
outstanding.
Recycle ratio is a non-IFRS ratio and is calculated as operating
netback before hedging divided by FD&A costs. Recycle ratios
may not be comparable year-over-year given significant changes
executed over the last three years. Recycle ratio is a common
metric used in the oil and gas industry and is used to measure
profitability on a per boe basis.
For an explanation of the composition of adjusted funds flow,
excess cash flow, excess cash flow per share, net debt, leverage
ratio and how they provide useful information to an investor and
qualitative reconciliations to the applicable IFRS measures, see
the Company's MD&A for the quarter ended September 30, 2023
available online at www.sedarplus.ca or EDGAR at www.sec.gov and on
our website at www.cresecent pointenergy.com. The section of the
MD&A entitled "Specific Financial Measures" is incorporated
herein by reference. There are no significant differences in
calculations between historical and forward-looking specific
financial measures. For an explanation of the calculation of
"recycle ratio" please see the “Reserves and Drilling Data"
advisory below.
Management believes the presentation of the specified financial
measures above provides useful information to investors and
shareholders as the measures provide increased transparency and the
ability to better analyze performance against prior periods on a
comparable basis. This information should not be considered in
isolation or as a substitute for measures prepared in accordance
with IFRS.
Notice to US Readers Regarding Oil and Gas
Disclosure
The oil and natural gas reserves contained in this press release
have generally been prepared in accordance with Canadian disclosure
standards, which are not comparable in all respects of United
States or other foreign disclosure standards. For example, the
United States Securities and Exchange Commission (the "SEC")
generally permits oil and gas issuers, in their filings with the
SEC, to disclose only proved reserves (as defined in SEC rules),
but permits the optional disclosure of "probable reserves" (as
defined in SEC rules). Canadian securities laws require oil and gas
issuers, in their filings with Canadian securities regulators, to
disclose not only proved reserves (which are defined differently
from the SEC rules) but also probable reserves, each as defined in
National Instrument 51-101 – Standards of Disclosure for Oil and
Gas Activities ("NI 51-101"). Accordingly, "proved reserves" and
"probable reserves" disclosed in this news release may not be
comparable to US standards, and in this news release, Crescent
Point has disclosed reserves designated as "proved plus probable
reserves". Probable reserves are higher-risk and are generally
believed to be less likely to be accurately estimated or recovered
than proved reserves. In addition, under Canadian disclosure
requirements and industry practice, reserves and production are
reported using gross volumes, which are volumes prior to deduction
of royalties and similar payments. The SEC rules require reserves
and production to be presented using net volumes, after deduction
of applicable royalties and similar payments. Moreover, Crescent
Point has determined and disclosed estimated future net revenue
from its reserves using forecast prices and costs, whereas the SEC
rules require that reserves be estimated using a 12-month average
price, calculated as the arithmetic average of the
first-day-of-the-month price for each month within the 12-month
period prior to the end of the reporting period. Consequently,
Crescent Point's reserve estimates and production volumes in this
news release may not be comparable to those made by companies using
United States reporting and disclosure standards. Further, the SEC
rules are based on unescalated costs and forecasts. All amounts in
the news release are stated in Canadian dollars unless otherwise
specified.
Forward-Looking Statements
This press release contains "forward-looking statements" and
"future oriented financial information" within the meaning of
applicable securities legislation, such as section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange
Act of 1934, and contains “forward-looking information” within the
meaning of applicable Canadian securities laws (collectively,
“forward-looking statements”). The Company has tried to identify
such forward-looking statements by use of such words as "could",
"should", "can", "anticipate", "expect", "believe", "will", "may",
"continues", "strategy", "potential", "grow", "estimate" and other
similar expressions, but these words are not the exclusive means of
identifying such statements.
In particular, this press release contains forward-looking
statements pertaining, among other things, to the following: the
expected benefits of the Transaction, including, but not limited to
the accretion to adjusted funds flow and excess cash flow per share
metrics, enhanced return of capital profile and a dominant position
in both the Alberta Montney and Kaybob Duvernay plays; the
Company's low-decline, long-cycle assets in Saskatchewan; the focus
of strategic priorities on continued operational execution, balance
sheet strength and increasing return of capital to the Company's
shareholders; the increase of total corporate premium drilling
inventory of over 20 years and the ability to achieve long-term
sustainable and attractive growth; the acquisition of 800 premium
Montney drilling locations in Alberta; the Company's return of
capital framework on a go-forward basis; the ability of the Company
to further increase shareholder returns; the expected increase to
the Company’s quarterly dividend and timing thereof; pro-forma
leverage ratio of 1.4 times adjusted funds flow following closing
and 1.1 times at year-end 2024 at US$80/bbl WTI; characteristics of
the acquired assets; the creation of the seventh-largest Canadian
energy producer and largest land owner in the Alberta Montney's
volatile oil fairway; limited expiry concerns; royalty
expectations, including favourable royalty rates; driving
operational synergies across the combined asset base with respect
to drilling and completion design, shared infrastructure, well-pad
development continuity and supply chain management efficiencies and
the ability of the Company to achieve such synergies following
closing; acquisition of decades of inventory with highly attractive
returns, capital efficiencies and finding and development costs,
which all rank in the top quartile within the Company's asset
portfolio; the Company's long-term sustainability and an attractive
organic growth profile; the expected 2024 production and growth of
the acquired assets within the Company's five-year plan; benefits
of long-term contracts in place, including, but not limited to
ensuring adequate market access for future scalability of liquids
and natural gas production; benefits of acquired infrastructure;
excess cash flow and return of capital per share expected to
increase by over 15 percent on average throughout five-year plan,
in addition to the per-share growth and significant return of
capital expected within Crescent Point's current outlook; expected
tax pools; asset cost structure; pro-forma corporate production;
significant drilling inventory in place to deliver additional
long-term organic growth; increased scale is expected to allow the
Company to continue to improve its cost of capital; 2024
preliminary guidance and the release thereof, which incorporates
the Transaction, including annual average production, oil and
liquids weighting and development capital expenditures; 2024 budget
allocation by area; development capital expenditures associated
with the newly acquired assets, which are forecast to grow from
approximately 56,000 boe/d in 2024 to 80,000 boe/d within the
five-year business plan; capital expenditures expected to moderate
throughout the five-year plan, resulting in significant excess cash
flow generation; expected allocation of the Company's 2024 budget;
timing to release formal 2024 guidance; expected accretion of the
Transaction; net debt and leverage ratio at closing and year end
2024; near term net debt target; plans to increase the allocation
of excess cash flow to dividend and share repurchases; return of
capital framework; long-term target leverage ratio; the ability of
the Company to extend and the effectiveness of its hedging;
anticipated funding of the cash portion of the Transaction; ability
of the Company to enter into the new three-year term loan; 1P and
2P reserves associated with the acquired assets; undiscounted
future development capital; NPV of the 1P and 2P reserves of the
acquired assets; 2024 preliminary guidance including, but not
limited to total annual average production (including expected oil,
condensate, NGLs and natural gas production), capital expenditures
(including development capital expenditures and capitalized
administration); and return of capital outlook, including base
dividend, and the additional return of capital targeted as a
percentage of excess cash flow.
Statements relating to "reserves" are also deemed to be
forward-looking statements, as they involve the implied assessment,
based on certain estimates and assumptions, that the reserves
described exist in the quantities predicted or estimated and that
the reserves can be profitably produced in the future. Actual
reserve values may be greater than or less than the estimates
provided herein. Unless otherwise noted, reserves referenced herein
are given as at December 31, 2022. Also, estimates of reserves and
future net revenue for individual properties may not reflect the
same confidence level as estimates and future net revenue for all
properties due to the effect of aggregation. All required reserve
information for the Company is contained in its Annual Information
Form for the year ended December 31, 2022 and in the
Company’s material change reports dated April 6, 2023 and September
1, 2023, each of which is accessible at www.sedarplus.ca and EDGAR
(accessible at www.sec.gov/edgar).
With respect to disclosure contained herein regarding resources
other than reserves, there is uncertainty that it will be
commercially viable to produce any portion of the resources and
there is significant uncertainty regarding the ultimate
recoverability of such resources.
All forward-looking statements are based on Crescent Point's
beliefs and assumptions based on information available at the time
the assumption was made. Crescent Point believes that the
expectations reflected in these forward-looking statements are
reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this report should not be unduly relied upon. By their
nature, such forward-looking statements are subject to a number of
risks, uncertainties and assumptions, which could cause actual
results or other expectations to differ materially from those
anticipated, expressed or implied by such statements, including
those material risks discussed in the Company's Annual Information
Form for the year ended December 31, 2022 under "Risk Factors" and
our Management's Discussion and Analysis for the year ended
December 31, 2022 under the headings "Risk Factors" and
"Forward-Looking Information" and the Management's Discussion and
Analysis for the three and six months ended September 30, 2023,
under the heading "Forward-Looking Information". The material
assumptions are disclosed in the Management's Discussion and
Analysis for the year ended December 31, 2022, under the headings
“Overview”, “Commodity Derivatives”, "Liquidity and Capital
Resources", "Critical Accounting Estimates" and "Guidance" and in
the Management's Discussion and Analysis for the three and nine
months ended September 30, 2023, under the headings
"Overview", "Commodity Derivatives", "Liquidity and Capital
Resources" and "Guidance". In addition, risk factors include: the
Transaction may not be completed, or may not be completed in a
timely manner; the Company may not receive all required approvals
to close the Transaction; the combined entity may fail to realize,
or may fail to realize in the expected timeframes, the anticipated
benefits resulting from the Transaction; risks related to the
integration of Hammerhead's business into the Company's existing
business, including that the Company's shareholders may be exposed
to additional business risks not previously applicable to their
investment; if the Transaction is not completed, the Company's
shareholders will not realize the anticipated benefits of the
Transaction and the Company's future business and operations could
be adversely affected; discrepancies between actual and estimated
production of the combined entity; changes in future commodity
prices relative to the Company's anticipated forecasts could have a
negative impact on the reserves attributable to the assets acquired
in the Transaction and, in particular, on the development of
undeveloped reserves and financial risk of marketing reserves at an
acceptable price given market conditions; volatility in market
prices for oil and natural gas, decisions or actions of OPEC and
non-OPEC countries in respect of supplies of oil and gas; delays in
business operations or delivery of services due to pipeline
restrictions, rail blockades, outbreaks, blowouts and business
closures; the risk of carrying out operations with minimal
environmental impact; industry conditions including changes in laws
and regulations including the adoption of new environmental laws
and regulations and changes in how they are interpreted and
enforced; uncertainties associated with estimating oil and natural
gas reserves; risks and uncertainties related to oil and gas
interests and operations on Indigenous lands; economic risk of
finding and producing reserves at a reasonable cost; uncertainties
associated with partner plans and approvals; operational matters
related to non-operated properties; increased competition for,
among other things, capital, acquisitions of reserves and
undeveloped lands; competition for and availability of qualified
personnel or management; incorrect assessments of the value and
likelihood of acquisitions and dispositions, and exploration and
development programs; unexpected geological, technical, drilling,
construction, processing and transportation problems; the impact of
severe weather events and climate change; availability of
insurance; fluctuations in foreign exchange and interest rates;
stock market volatility; general economic, market and business
conditions, including uncertainty in the demand for oil and gas and
economic activity in general and as a result of the COVID-19
pandemic; changes in interest rates and inflation; uncertainties
associated with regulatory approvals; geopolitical conflicts,
including the impacts of the war in Ukraine and the Middle East;
uncertainty of government policy changes; the impact of the
implementation of the Canada-United States-Mexico Agreement;
uncertainty regarding the benefits and costs of dispositions;
failure to complete acquisitions and dispositions; uncertainties
associated with credit facilities and counterparty credit risk;
changes in income tax laws, tax laws, crown royalty rates and
incentive programs relating to the oil and gas industry; the
wide-ranging impacts of the COVID-19 pandemic, including on demand,
health and supply chain; and other factors, many of which are
outside the control of the Company. The impact of any one risk,
uncertainty or factor on a particular forward-looking statement is
not determinable with certainty as these are interdependent and
Crescent Point's future course of action depends on management's
assessment of all information available at the relevant time.
Included in this press release are Crescent Point's 2024
guidance in respect of capital expenditures and average annual
production and five-year plan information and expectations which
are based on various assumptions as to production levels, commodity
prices and other assumptions and are provided for illustration only
and are based on budgets and forecasts that have not been finalized
and are subject to a variety of contingencies including prior
years' results. The Company's return of capital framework,
including the expected increase to the Company’s quarterly
dividend, is based on certain facts, expectations and assumptions
that may change and, therefore, this framework may be amended as
circumstances necessitate or require. To the extent such estimates
constitute a "financial outlook" or "future oriented financial
information" in this presentation, as defined by applicable
securities legislation, such information has been approved by
management of Crescent Point. Such financial outlook or future
oriented financial information is provided for the purpose of
providing information about management's current expectations and
plans relating to the future. Readers are cautioned that reliance
on such information may not be appropriate for other purposes.
Additional information on these and other factors that could
affect Crescent Point's operations or financial results are
included in Crescent Point's reports on file with Canadian and U.S.
securities regulatory authorities. Readers are cautioned not to
place undue reliance on this forward-looking information, which is
given as of the date it is expressed herein or otherwise. Crescent
Point undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so pursuant to
applicable law. All subsequent forward-looking statements, whether
written or oral, attributable to Crescent Point or persons acting
on the Company's behalf are expressly qualified in their entirety
by these cautionary statements.
Reserves and Drilling Data
Certain terms used herein but not defined are defined in NI
51-10, CSA Staff Notice 51-324 – Revised Glossary to NI 51-101
Standards of Disclosure for Oil and Gas Activities (“CSA Staff
Notice 51-324”) and/or the Canadian Oil and Gas Evaluation (“COGE”)
Handbook and, unless the context otherwise requires, shall have the
same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and
the COGE Handbook, as the case may be.
This press release contains metrics commonly used in the oil and
natural gas industry, including "recycle ratio", and “future
development capital”. These terms do not have a standardized
meaning and may not be comparable to similar measures presented by
other companies and, therefore, should not be used to make such
comparisons. Readers are cautioned as to the reliability of oil and
gas metrics used in this press release. Management uses these oil
and gas metrics for its own performance measurements and to provide
investors with measures to compare the Company’s performance over
time; however, such measures are not reliable indicators of the
Company’s future performance, which may not compare to the
Company’s performance in previous periods, and therefore should not
be unduly relied upon.
Recycle ratio is calculated as operating netback divided by
finding and development (F&D) costs. Management uses recycle
ratio for its own performance measurements and to provide
shareholders with measures to compare the Company’s performance
over time.
Future development capital ("FDC") reflects the best estimate of
the cost required to bring undeveloped proved and probable reserves
on production. Changes in FDC can result from acquisition and
disposition activities, development plans or changes in capital
efficiencies due to inflation or reductions in service costs and/or
improvements to drilling and completion methods.
There are numerous uncertainties inherent in estimating
quantities of crude oil, 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 crude oil,
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. For
these reasons, estimates of the economically recoverable crude oil,
NGL and natural gas reserves attributable to any particular group
of properties, classification of such reserves based on risk of
recovery and estimates of future net revenues associated with
reserves prepared by different engineers, or by the same engineers
at different times, may vary. The Company’s actual production,
revenues, taxes and development and operating expenditures with
respect to its reserves will vary from estimates thereof and such
variations could be material.
The estimates for reserves for individual properties may not
reflect the same confidence level as estimates of reserves for all
properties due to the effects of aggregation. This press
release contains estimates of the net present value of the
Company’s future net revenue from our reserves. Such amounts do not
represent the fair market value of our reserves. The recovery and
reserve estimates of the Company’s reserves provided herein are
estimates only and there is no guarantee that the estimated
reserves will be recovered.
This press release references more than 20 years of premium
drilling locations in the Corporation’s corporate inventory,
including booked and unbooked locations. Drilling locations exclude
wells that are currently being drilled or have been drilled and are
awaiting completion. Drilling locations are disclosed in two
categories: (i) net booked 2P locations; and (ii) unbooked
locations. Of the 800 drilling locations of Hammerhead identified
herein, 252 are net booked 2P locations and 548 are unbooked
locations, as assigned by independent evaluator McDaniel &
Associates Consultants Ltd. in its reserves report in respect of
Hammerhead assets dated effective November 1, 2023. Unbooked future
drilling locations are not associated with any reserves or
contingent resources and have been identified by the Company and
have not been audited by independent qualified reserves evaluators.
Unbooked locations have been identified by Crescent Point’s
management as an estimation of the Company’s multi‐year drilling
activities based on evaluation of applicable geologic, seismic,
engineering, production and reserves information. There is no
certainty that Crescent Point will drill all unbooked drilling
locations and if drilled there is no certainty that such locations
will result in additional oil and gas reserves or production. The
drilling locations on which Crescent Point actually drill wells
will ultimately depend upon a number of uncertainties and factors,
including, but not limited to, the availability of capital,
equipment and personnel, oil and natural gas prices, costs,
inclement weather, seasonal restrictions, drilling results,
additional geological, geophysical and reservoir information that
is obtained, production rate recovery, gathering system and
transportation constraints, the net price received for commodities
produced, regulatory approvals and regulatory changes. Expected
well performance comes from analyzing historical well productivity
within the geographic area outlined on the respective slides. The
expected well is an average of our future planned inventory.
NI 51-101 includes condensate within the product type of natural
gas liquids (NGLs). The Company has disclosed condensate separately
from other natural gas liquids in this press release since the
price of condensate as compared to other natural gas liquids is
currently significantly higher and the Company believes that
presenting the two commodities separately provides a more accurate
description of its operations and results therefrom. This press
release discloses potential net drilling locations, which are not
yet booked. The Company’s ability to drill and develop these
locations and the drilling locations on which the Company actually
drills wells depends on a number of uncertainties and factors,
including, but not limited to, the availability of capital,
equipment and personnel, oil and natural gas prices, costs,
inclement weather, seasonal restrictions, drilling results,
additional geological, geophysical and reservoir information that
is obtained, production rate recovery, gathering system and
transportation constraints, the net price received for commodities
produced, regulatory approvals and regulatory changes. As a result
of these uncertainties, there can be no assurance that the
potential future drilling locations that the Company has identified
will ever be drilled and, if drilled, that such locations will
result in additional crude oil, natural gas or NGLs produced. As
such, the Company’s actual drilling activities may differ
materially from those presently identified, which could adversely
affect the company’s business.
Where applicable, a barrels of oil equivalent ("boe") conversion
rate of six thousand cubic feet of natural gas to one barrel of oil
equivalent (6Mcf:1bbl) has been used based on an energy equivalent
conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead. Given that the
value ratio based on the current price of crude oil as compared to
natural gas is significantly different than the energy equivalency
of the 6:1 conversion ratio, utilizing the 6:1 conversion ratio may
be misleading as an indication of value.
FOR MORE INFORMATION ON CRESCENT POINT ENERGY, PLEASE
CONTACT:
Shant Madian, Vice President, Capital Markets,
orSarfraz Somani, Manager, Investor
RelationsTelephone: (403) 693-0020 Toll-free (US and Canada):
888-693-0020 Fax: (403) 693-0070Address: Crescent Point Energy
Corp. Suite 2000, 585 - 8th Avenue S.W. Calgary AB T2P 1G1
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/d3f06e61-4e7f-4242-97b8-ea80f1d41ab1
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