Southern Pacific Resource Corp.
TSX VENTURE : STP

Southern Pacific Resource Corp.

November 03, 2009 15:23 ET

Southern Pacific Closes Senlac Acquisition, Announces Conference Call for November 4

CALGARY, ALBERTA--(Marketwire - Nov. 3, 2009) - Southern Pacific Resource Corp. ("Southern Pacific" or the "Corporation") (TSX VENTURE:STP) is pleased to announce that it has closed the acquisition of Senlac Oil Ltd. for a net purchase price of $89 million. The acquisition includes facilities, personnel and assets that have produced an average of 5,100 barrels of heavy oil per day since the effective date on June 1, 2009. Southern Pacific announced the acquisition of Senlac Oil Ltd. on October 9, 2009 (the "Senlac Acquisition").

In connection with the Senlac Acquisition, the Corporation is pleased to announce the release from escrow of the proceeds of its previously announced private placement of subscription receipts. As of November 3, 2009, gross proceeds of $52 million have been released from escrow. This is based on the proceeds of the 104 million subscription receipts issued at $0.50 per subscription receipt. Common shares of the Corporation have been issued to the holders of the subscription receipts on the basis of one underlying common share for each subscription receipt through the facilities of CDS. Book-Entry Only System customer confirmations will be entered on November 3, 2009. As a result of the foregoing, the subscription receipts are now cancelled, null and void. The Underlying Common Shares are subject to a statutory resale restriction until February 24, 2010. The offering was a bought-deal financing with a syndicate of underwriters led by BMO Capital Markets and including Canaccord Capital Corporation, Raymond James Ltd. and Byron Capital Markets. The net proceeds of the offering were utilized to satisfy a portion of the funding for the Senlac Acquisition. With the closing of the Senlac Acquisition and the conversion of the subscription receipts the Corporation has 225.6 million shares outstanding.

The Corporation has concluded a $45 million demand revolving credit facility with BMO Capital Markets. The proceeds of the credit facility were used to pay the remaining portion of the purchase price for the Senlac Acquisition and the remainder will be available for operating purposes. As security for the credit facility, the Corporation and its subsidiaries, including Senlac Oil Ltd., have granted security over all of their respective properties in favour of the bank. The $45 million credit facility has now been drawn to $37 million, leaving over $7 million of the facility undrawn.

Acquisition Update

With the completion of the Senlac Acquisition, Southern Pacific has been materially transformed with the addition of significant cash flow, immediate steam-assisted gravity drainage (SAGD) production, experience and technical data. Southern Pacific has successfully hired the full complement of field staff that operate the Senlac Thermal Project. The new Southern Pacific staff will ensure the continued successful operations of the Senlac Thermal Project, and also retain a wealth of transferable knowledge and experience that will be invaluable as Southern Pacific prepares to construct its first SAGD project in the Athabasca oil sands at STP-McKay. Southern Pacific welcomes the 20 staff members who have joined its team.

The Senlac Thermal Project continues to perform better than forecast by Southern Pacific. Since June 1, 2009, the effective date of the Senlac Acquisition, the heavy oil produced at Senlac has received a plant gate price equivalent to $C 59.82/bbl, after all heavy differentials, diluent and transportation costs have been deducted. Royalties over the same period have averaged 15.4%, ($C 9.21/bbl) and operating costs have averaged $C 7.53/bbl. This has resulted in an average net operating income of $C 43.08/bbl over the period of June 1 to October 31, 2009.

Using strip pricing and reasonable estimates for input costs and royalties, Southern Pacific has budgeted Senlac to generate $C 11.5 million in net operating income for the remainder of 2009, and then $C 56.0 million in 2010. This cash flow will be utilized to fund the next phases of development at Senlac, detailed engineering on the STP-McKay project, and Southern Pacific's winter core hole program.

STP-McKay Update

The Corporation continues to focus on its 12,000 barrel per day SAGD oil sands project at STP-McKay. Southern Pacific is pleased to announce that it has now formalized its ongoing relationship with AMEC-BDR Limited and Drifter Projects Ltd. The next phase of work agreed to with both the aforementioned parties is to complete a front end engineering design (FEED) study for the STP-McKay facilities. This work is expected to take four months to complete and keeps the project on schedule with the timing of the application approval, expected in the third quarter of 2010. Some minor winter activities are ready to go pending freeze-up, including additional geotechnical evaluation of the proposed access road and drilling of groundwater monitoring wells.

Southern Pacific believes the Senlac Acquisition has greatly enhanced its ability to finance and proceed with the STP-McKay project in a timely manner. Further, the experience gained through the Senlac Acquisition should result in operating efficiencies at STP-McKay once the project is completed.

Stock Option Grant

The Corporation has also granted 5,715,000 stock options to eligible participants. A total of 3,100,000 of these stock options were granted to directors and officers of the Corporation. The options will be granted at an exercise price of $0.56 per common share, which was the closing price of Southern Pacific's shares on the date of grant on October 30, 2009. The options will expire five years from the date of grant. The Corporation has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the granting of the options.

Southern Pacific is also pleased to announce the appointment of Jeff Barefoot to Vice President, Resource Development. Mr. Barefoot has been with the Corporation since June, 2008. In his new capacity and as an officer of the Corporation, Mr. Barefoot will be responsible for the exploration and underground development of Southern Pacific's petroleum assets.

Conference Call

Southern Pacific has scheduled a conference call to discuss the Senlac Acquisition and recent corporate developments. The call is set for 9 a.m. Mountain Standard Time (11 a.m. Eastern Standard Time) on Wednesday, November 4, 2009. To participate, please call 416-695-6616 or 1-800-952-4972. A presentation by Byron Lutes, President & CEO, Southern Pacific, will be followed by a question and answer period. If you are unable to participate, a taped broadcast will be available until November 9, 2009. To access the replay, dial 416-695-5800 or 1-800-408-3053. The pass code is 6106870#.

Safe Harbour

This news release contains certain "forward-looking information" within the meaning of such statements under applicable securities law including estimates as to: future production, operations, 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, other components of cash flow and earnings, anticipated discovery of commercial volumes of bitumen, the timeline for the achievement of anticipated exploration, anticipated results from any current or projected drilling program and, subject to regulatory approval and commercial factors, the commencement or approval of any SAGD project.

Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, but are not limited to, the completion of the transactions contemplated by the Acquisition, the equity financing and the credit facility, the inherent risks involved in the exploration and development of conventional oil and gas properties, of oil sands properties and the assets to be acquired pursuant to the Acquisition, difficulties or delays in start-up and continuing operations, the uncertainties involved in interpreting drilling results and other geological data, fluctuating oil prices, the possibility of unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors including unforeseen delays. As an oil sands enterprise in the development stage, with some conventional production Southern Pacific faces risks including those associated with exploration, development, start-up, approvals and the continuing ability to access sufficient capital from external sources if required. Actual timelines associated may vary from those anticipated in this news release and such variations may be material. 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 including those relating to the Acquisition, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. For a description of the risks and uncertainties facing Southern Pacific and its business and affairs, readers should refer to Southern Pacific's most recent Annual Information Form. Southern Pacific undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law.

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.

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