Aztek Energy Ltd.
NEX BOARD : AZT.H

Spartan Exploration Ltd.

Spartan Exploration Ltd.

November 13, 2009 13:05 ET

Spartan Exploration Ltd. Announces Acquisition of Aztek Energy Ltd. and Creation of Premier Publicly Traded Oil Focused Producer

CALGARY, ALBERTA--(Marketwire - Nov. 13, 2009) - Spartan Exploration Ltd. ("Spartan"), a private oil and gas company with operations in Saskatchewan and Alberta, and Aztek Energy Ltd. ("Aztek") (NEX BOARD:AZT.H) are pleased to announce that they have entered into a letter agreement dated November 12, 2009 (the "Letter Agreement") which provides for, subject to the entering into of a definitive agreement, (i) the acquisition by Spartan of all of the issued and outstanding common shares ("Aztek Shares") of Aztek (the "Aztek Acquisition") on the basis of 0.0805 of a common share of Spartan (a "Spartan Share") for each 1.0 Aztek Share (which represents a share price of $0.17 per Aztek Share and $2.11 per Spartan Share), and (ii) a non-brokered private placement of up to 39,215,686 Subscription Receipts of Aztek at a price of $0.1275 per Subscription Receipt for aggregate gross proceeds of up to approximately $5.0 million. In connection with the Aztek Acquisition, Spartan will apply to have its common shares listed and posted for trading on the facilities of a recognized Canadian stock exchange.

Spartan Exploration Ltd.

Spartan, a privately held corporation based in Calgary, Alberta, has been engaged in the business of acquiring crude oil and natural gas properties and exploring for, developing and producing oil and natural gas in western Canada since mid 2008. Upon completion of the Aztek Acquisition, Spartan will be uniquely positioned with a significant position in each of the three leading oil resource plays in western Canada, being the Bakken light oil resource play in southeast Saskatchewan, the Lower Shaunavon medium gravity oil resource play in southwest Saskatchewan and the Cardium light oil play in central Alberta. Pro forma the closing of the Aztek Acquisition, Spartan will have the following key attributes:

  • 2009 total company exit production of greater than 400 boe/d (86% oil);
  • Total proved reserves of 1,537 mboe and total proved plus probable reserves of 2,010 mboe (based on a National Instrument 51-101 compliant report dated effective October 31, 2009, evaluating the oil, natural gas and natural gas liquids reserves of Spartan prepared by Sproule Associates Limited);
  • Significant undeveloped land base of 80,800 acres (57,630 net acres), with over 59,470 acres (39,629 net acres) in southeast Saskatchewan prospective for Bakken and Mississippian, 20,050 acres (17,269 net acres) in southwest Saskatchewan prospective for Upper and Lower Shaunavon and 5,760 acres (4,960 net acres) in the Pembina area of central Alberta prospective for Cardium oil; and
  • 335+ potential horizontal drilling locations (at 4 wells per section), including 250 Bakken and Mississippian locations, 50 Shaunavon locations and 36 Cardium locations, representing a multi-year drilling inventory.

Southeast Saskatchewan

Spartan's current production from its southeast Saskatchewan core area is approximately 50 boe/d. Spartan has over 62 net sections of undeveloped land in southeast Saskatchewan that is prospective for Bakken and/or Mississippian targets. Spartan has a drilling inventory of over 250 (gross) horizontal locations in southeast Saskatchewan (based on 4 wells per section), including 22 (9.98 net) low risk development locations in its Viewfield core area. Since commencing operations in 2008, Spartan has drilled or participated in 7 (1.986 net) Bakken wells. Three (0.75 net) of these wells are currently on production and the remaining 4 (1.125 net) are at various stages of completion and production testing, with no volumes currently assigned.

Southwest Saskatchewan

Spartan's current production from its southwest Saskatchewan core area is approximately 220 boe/d. Spartan has over 20 net sections of undeveloped land in southwest Saskatchewan that is prospective for both Upper and Lower Shaunavon. Spartan has a drilling inventory of over 50 (45.9 net) potential Lower Shaunavon locations (based on 4 wells per section) including 8 (5.5 net) low risk development locations in the heart of the Lower Shaunavon fairway. To date, Spartan has drilled 4 (2.42 net) Lower Shaunavon wells. One well (0.67 net) was exploratory and, although successful, high water cuts made it uneconomic to produce. The remaining three (1.75 net) had IP's ranging from 286 – 362 bbl/d.

Central Alberta

Spartan's current production from its Pembina Cardium core area in central Alberta is approximately 130 boe/d. Spartan currently has 9 gross (7.75 net) sections of land in the Pembina area that is prospective for development in the Cardium utilizing horizontal wells with multi-stage fracs. In total, Spartan has 36 (30.5 net) horizontal drilling locations.

Share Capital and Liquidity

Following the completion of the Aztek Acquisition, Spartan will have an estimated 20.26 million Spartan Shares, 1.85 million options and 4.85 million performance warrants outstanding. Estimated net debt, after giving effect to the Aztek Acquisition, will be approximately $3.1 million. Run rate cash flow on base production of 400 boe/d, based on US$70.00/bbl WTI, CDN$4.50/mcf AECO and $0.90 US$/CDN exchange rate, will be approximately $500,000 per month.

Spartan Management Team

The Spartan Management Team has a solid track record of creating value in high-growth, junior oil and gas companies. The Spartan Management Team is led by Richard (Rick) McHardy as President and Chief Executive Officer, Fotis Kalantzis as Vice-President, Exploration, Albert Stark as Vice President, Engineering and Operations, and Michelle Wiggins as Chief Financial Officer. Rounding out the team is Ed Wong, Engineering Manager, Barry McNamara, Exploration Manager and Ingrid Becker, Land Administrator.

Richard (Rick) McHardy, President and Chief Executive Officer

Richard McHardy has over 15 years experience in all aspects of securities and M&A transactions and the oil and gas industry. Prior to founding Spartan in early 2008, Mr. McHardy was most recently a founder and the President of Titan Exploration Ltd., which began as a blind pool in mid 2004 and which grew to over 2,000 boe/d in 2007 when it was acquired by Canetic Energy Trust. Prior to founding Titan, Mr. McHardy was a partner in the Securities and M&A group at McCarthy Tetrault LLP in Calgary.

Fotis Kalantzis, Vice President, Exploration

Fotis Kalantzis is a professional geophysicist with over 20 years of oil and gas experience and was a co-founder of Spartan. Prior to joining Spartan, Dr. Kalantzis was most recently the Exploration Manager of Innova Exploration Ltd. Innova, with the majority of its reserves and production in the Viewfield area of southeast Saskatchewan, grew to over 4,300 boe/d prior to its acquisition by Crescent Point Energy Trust in 2007. Prior to joining Innova, Dr. Kalantzis held various positions with a number of major oil and gas companies, including Petro-Canada, Saudi Aramco, Suncor, Wascana and Home Oil.

Albert Stark, Vice President, Engineering and Operations

Albert Stark is a professional engineer with over 18 years of experience and was a co-founder of Spartan. Prior to joining Spartan, Mr. Stark was the Vice President Engineering and COO of Titan Exploration Ltd. Prior to joining Titan, Mr. Stark held various engineering related positions with Devon, Northstar and Amoco.

Michelle Wiggins, Chief Financial Officer

Michelle Wiggins has over 20 years of accounting experience in a wide variety of junior oil and gas companies. Prior to joining Spartan, Ms. Wiggins was the Chief Financial Officer of Titan Exploration Ltd. Prior to joining Titan, Ms. Wiggins held various accounting related positions with Rocky Mountain Energy, CEC Resources, Redux Energy and Drillwest Resources.

Spartan Board of Directors

Upon the completion of the Aztek Acquisition, the Board of Directors of Spartan shall consist of Richard McHardy, Wade Becker, Reg Greenslade, Don Archibald, Michael Stark, Grant Greenslade and Brian Lavergne.

Wade Becker, Director

Mr. Becker is an independent businessman. He is the former President, CEO and founder of Peerless Energy Inc. and was one of the original founder's of Crescent Point Energy Ltd. (predecessor to Crescent Point Energy Corp.).

Reg Greenslade, Director

Mr. Reg Greenslade is a professional engineer and is currently an independent businessman. He is the former Chairman, President and CEO of Big Horn Resources Ltd. and Enterra Energy Corp. and Chairman of Enterra Energy Trust until March, 2006 and was the President and CEO of JED Oil Inc. from November, 2003 to January, 2005.

Don Archibald, Director

Mr. Archibald is an independent businessman. Mr. Archibald has over 20 years experience in the oil and gas and financial services industries and has a solid track record of building successful oil and gas companies and was most recently the Chairman and Chief Executive Officer of Cyries Energy Inc., prior to its sale to Iteration Energy Ltd. in early 2008. Mr. Archibald sits on the Board of Directors of a number of publicly traded and private companies, including Cequence Energy Ltd., Progress Energy Resources Corp., Iteration Energy Ltd. and Ember Resources Inc.

Michael Stark, Director

Michael Stark is a certified financial planner and an independent businessman. Mr. Stark is the former President and founder of Stark Wealth Management and former National Vice President of TWC Financial Corp. Mr. Stark was the Chairman of Titan Exploration Ltd. prior to its sale to Canetic Energy Trust in late 2007.

Grant Greenslade, Director

Mr. Grant Greenslade is an independent businessman with extensive oil and gas operations experience.

Brian Lavergne, Director

Brian Lavergne is a professional engineer and is currently the President and Chief Executive Officer of Storm Exploration Inc., a TSX listed oil and gas producer.

Aztek Acquisition

It is anticipated that the acquisition of Aztek will be completed by way of a Plan of Arrangement (the "Arrangement") pursuant to which each Aztek Share will be exchanged for 0.0805 of a Spartan Share (which represents a share price of $0.17 per Aztek Share and $2.11 per Spartan Share). It is anticipated that up to 290,487 Spartan Shares will be issued pursuant to the Arrangement. Spartan intends to make application to list the Spartan Shares on the facilities of a recognized Canadian stock exchange in conjunction with the completion of the Arrangement. In connection with the completion of the Arrangement, the Aztek Shares shall be delisted.

Completion of the Aztek Acquisition is subject the execution of a definitive agreement in respect of the Arrangement on or before November 26, 2009 (the "Arrangement Agreement"), receipt of the approval of 66 2/3% of the Aztek shareholders voting in person or by proxy at a meeting of the Aztek shareholders to be held to consider the Arrangement, as well as customary court, regulatory and exchange approvals. The information circular to be mailed to Aztek shareholders will contain detailed information in respect of the Arrangement, Spartan and Aztek. There can be no assurance that the Aztek Acquisition will be completed as proposed or at all.

It is a condition to the execution of the Arrangement Agreement that all of the directors and officers of Aztek enter into support agreements with Spartan to vote their Aztek Shares in favour of the Arrangement.

The Arrangement Agreement will prohibit Aztek from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for Spartan to match competing, unsolicited proposals and, subject to certain conditions, provides for a reciprocal termination fee of $50,000 payable by either Aztek or Spartan in certain circumstances.

Private Placement

The Letter Agreement provides for a non-brokered private placement of up to 39,215,686 Subscription Receipts of Aztek at a price of $0.1275 per Subscription Receipt for aggregate gross proceeds of up to approximately $5.0 million. Certain persons designated by Spartan, which may include, among others, current and future directors and officers of Spartan, shall be entitled to participate in the Private Placement. Each Subscription Receipt shall entitle the holder thereof to receive, in respect of each Subscription Receipt held, without the payment of additional consideration and without any further action on the part of the holder, 0.0805 of a Spartan Share upon completion of the Aztek Acquisition.

Completion of the Private Placement is subject to a number of conditions and approvals including, but not limited to, customary regulatory and exchange approvals.

Strategic Rationale and Corporate Strategy

The Spartan Management Team believes that current market conditions in the Canadian energy sector provide an optimal point of entry for an oil focused junior producer. Current economic conditions have resulted in decreased industry activity that has created a drop in the cost of services, materials and land. It is anticipated that these factors combined with access to capital will provide Spartan with the opportunity for increased returns.

Following completion of the Arrangement, Spartan expects to focus on predominately light and medium oil opportunities in Saskatchewan and Alberta, growing through a targeted acquisition and consolidation strategy, coupled with development and exploration drilling. Spartan's extensive opportunity base and current oil weighted production base (current production of approximately 400 boe/d), in a well capitalized corporate structure will allow for the exploitation of Spartan's current drilling inventory and expansion of Spartan's opportunity suite through internally generated prospects and strategic oil acquisitions.

Spartan will be one of the few publicly traded, oil focused companies in the Canadian junior oil and gas sector which has significant exposure to three distinct oil resource plays, being the Bakken, Lower Shaunavon and Cardium. For investors, Spartan represents an opportunity to participate in a uniquely positioned, well-capitalized junior oil and gas company with a proven management team committed to aggressive, cost-effective growth of light and medium gravity oil reserves and production in Saskatchewan and Alberta.

Strategic Advisors

Clarus Securities Inc. and GMP Securities L.P. are acting as strategic advisors to Spartan with respect to the Aztec Acquisition.

About Aztek Energy Ltd.

Aztek Energy Ltd. is a junior oil and gas company formed to generate and develop its own prospects, acquire oil and gas properties and participate with joint venture partners in oil and gas exploration and development in the Western Canadian Sedimentary Basin. The Aztek Shares trade on the NEX board of the TSX Venture Exchange under the symbol AZT.H.

Further Information

For more information, please contact:

Richard F. McHardy, President & CEO Spartan Exploration Ltd., 1000, 606 - 4th Street SW, Calgary, Alberta; Phone (403) 294-9196; Fax (403) 294-9126.

Raymond J. Hodgkinson, COO & Director, Aztek Energy Ltd., 2800, 715 – 5th Avenue SW, Calgary, Alberta; Phone (403) 662-2028; Fax (403) 299-9601.

READER ADVISORY

Statements in this joint press release contain forward-looking information including, without limitation, expectations of future production and exit production rates, components of cash flow and earnings, recoverable reserves, drilling results, timing and completion of the Aztek Acquisition, estimated potential of the Bakken, Lower Shaunavon or Cardium resource plays, the listing of the Spartan shares on a recognized Canadian stock exchange and ongoing corporate strategy and benefits of the Aztek Acquisition. Readers are 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 Spartan and Aztek. 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, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Neither Spartan or Aztek undertakes any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

Certain of the information contained in this joint press release assumes that Spartan has completed the Aztek Acquisition on the anticipated basis and times set forth herein. The Aztek Acquisition is subject to the receipt of the approval of the shareholders of Aztek, the approval of the Court of Queen's Bench for the province of Alberta as well as all other necessary regulatory approvals. The anticipated listing of the Spartan Shares on a recognized Canadian stock exchange is subject to the conditional approval of that stock exchange and Spartan satisfying the listing requirements and all other requirements of such exchange.

Boes may be misleading, particularly if used in isolation. A boe conversion ratio of six mcf to one bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. This conversion factor is an industry accepted norm and is not based on either energy content or current prices.

Readers are further cautioned that the preparation of financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

Cash flow from operations and operating netbacks are not recognized measures under GAAP. Management of Spartan and Aztek believe that in addition to net income, cash flow from operations and operating netbacks are useful supplemental measures as they demonstrate an ability to generate the cash necessary to repay debt or fund future growth through capital investment. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with GAAP as an indication of Spartan's or Aztek's performance. Spartan's and Aztek's method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to measures used by other companies. For these purposes, Spartan and Aztek define cash flow from operations as cash provided by operations before changes in non-cash operating working capital and defines operating netbacks as revenue less royalties and operating expenses.

Readers are also cautioned that this joint press release contains the term reserve life index, which is not a recognized measure under GAAP. Management believes that this measure is a useful supplemental measure of the length of time the reserves would be produced over at the rate used in the calculation. Readers are cautioned, however, that this measure should not be construed as an alternative to other terms determined in accordance with GAAP as a measure of performance. The method of calculating this measure may differ from other companies, and accordingly, they may not be comparable to measures used by other companies.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The 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 United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

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.

Contact Information

  • Spartan Exploration Ltd.
    Richard F. McHardy
    President & CEO
    (403) 294-9196
    (403) 294-9126 (FAX)
    or
    Spartan Exploration Ltd.
    1000, 606 - 4th Street SW
    Calgary, Alberta
    or
    Aztek Energy Ltd.
    Raymond J. Hodgkinson
    COO & Director
    (403) 662-2028
    (403) 299-9601 (FAX)
    or
    Aztek Energy Ltd.
    2800, 715 - 5th Avenue SW
    Calgary, Alberta