SOURCE: Condor Petroleum Inc.

Condor Petroleum Inc.

SOURCE: Marsa Energy Inc.

Marsa Energy Inc.

March 24, 2016 09:37 ET

Condor and Marsa Announce Completion of the Marsa Acquisition

CALGARY, AB--(Marketwired - March 24, 2016) - Condor Petroleum Inc. (TSX: CPI) (Condor) and Marsa Energy Inc. (TSX VENTURE: MEP) (Marsa) are pleased to announce the completion of the previously disclosed acquisition of Marsa by Condor by way of a statutory plan of arrangement (the Arrangement). Pursuant to the Arrangement, Condor acquired all of the outstanding common shares of Marsa through the issuance of 1.84326 Condor common shares in exchange for each Marsa common share. Following the Arrangement, the Condor common shares will be consolidated on a 10-to-1 basis.

The Marsa common shares are expected to be delisted from the TSX Venture Exchange (TSXV) concurrent with the listing of the consolidated Condor common shares on the Toronto Stock Exchange (TSX) pursuant to the Arrangement. The consolidated Condor common shares are expected to commence trading on the TSX within three to four business days.

The addition of Marsa's Turkish assets is expected to deliver significant strategic, financial and operational benefits to Condor by providing near term sustainable cash flow and additional long-term growth potential. Leveraging off Condor's strong balance sheet to bring the Marsa Poyraz Ridge discovery to market and combining two highly prolific prospect inventories should add significant shareholder value over the coming years.

The 2016 capital program is primarily focused on the development of the Poyraz Ridge field in Turkey, which includes drilling up to 4 development wells and commencing with facility and gas pipeline construction. A reserve-based credit facility is being pursued to assist with development costs and first gas is targeting mid-2017. Two exploration prospects that are located near the Poyraz Ridge field are also planned to be drilled in 2016. In Kazakhstan, the commercial production licenses are expected in the second quarter of 2016, allowing export oil sales to begin. Another Shoba horizontal well is also planned to be drilled in 2016.

With the addition of the Poyraz Ridge field, Condor's gross Proved plus Probable reserves have increased 119% from 3,104 Mboe to 6,808 Mboe as of December 31, 2015 as per the independent evaluation of crude oil reserves prepared by McDaniel & Associates Consultants Ltd. for the Kazakhstan assets and per the independent evaluation of gas and condensate reserves prepared by DeGolyer and McNaughton for the Turkish assets. Please see the Advisory on Reserves information.

 
Gross Company reserves as of December 31, 2015 *
         
(in Mboe) Kazakhstan Turkey* Total Increase
Proved 1,657 1,720 3,377 104%
Probable 1,448 1,983 3,431 137%
Proved plus Probable 3,105 3,703 6,808 119%
Possible 1,354 2,547 3,901 188%
Proved plus Probable plus Possible 4,459 6,250 10,709 140%
         

* Including the reserves at the Poyraz Ridge field in Turkey as of December 31, 2015 which Condor acquired March 24, 2016.

Condor estimates current working capital to be CA$41 million and the Company has no debt.

Dundee Capital Markets acted as strategic advisor to Condor in connection with the Arrangement.

Black Spruce Merchant Capital Corp acted as exclusive financial advisor to Marsa on this transaction.

About Condor:
Condor is a Canadian based oil and gas company with a 100% interest in the exploration rights to the 3,777 square kilometer Zharkamys West 1 Territory located in the Pre-Caspian basin in the Republic of Kazakhstan and a 100% working interest in four contiguous production licenses covering 171 square kilometers located in the Gallipoli Peninsula in the Republic of Turkey. Condor is listed on the TSX under the symbol "CPI".

Advisory on Reserves information

This news release includes information pertaining to the independent Evaluation of Crude Oil Reserves Shoba and Taskuduk West Fields, Kazakhstan as of December 31, 2015 prepared by independent reserves evaluators McDaniel & Associates Consultants Ltd. and the Report as of December 31, 2015 on Reserves and Revenue Attributable to the Poyraz Ridge Field in the Thrace Basin, Turkey prepared by DeGolyer and MacNaughton which were prepared by qualified reserves evaluators in accordance with NI 51-101.

Statements relating to reserves are 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. The reserve estimates described herein are estimates only. The actual reserves may be greater or less than those calculated. Estimates with respect to reserves that may be developed and produced in the future are often based upon volumetric calculations, probabilistic methods and analogy to similar types of reserves, rather than upon actual production history. Estimates based on these methods generally are less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history will result in variations, which may be material, in the estimated reserves.

References herein to "boe" mean barrels of oil equivalent derived by converting gas to oil in the ratio of six thousand cubic feet (Mcf) of gas to one barrel (bbl) of oil based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6 Mcf to 1 bbl, utilizing a conversion ratio at 6 Mcf to1 bbl may be misleading as an indication of value, particularly if used in isolation.

"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.

"Possible" reserves are those additional reserves that are less certain to be recovered than Probable reserves. There is a 10 percent probability that the quantities actually recovered will equal or exceed the sum of Proved plus Probable plus Possible reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated Proved plus Probable plus Possible reserves.

Advisory on Forward-Looking Statements
All statements other than statements of historical fact may be forward-looking statements. Such statements are generally identifiable by the terminology used, such as "seek", "anticipate'', "believe'', "intend", "expect", "plan", "estimate", "continue", "project", "predict", "budget'', "outlook'', "may", "will", "should", "could", "would" or other similar wording. Forward-looking statements in this news release includes, but is not limited to, the timing and ability to: delist the Marsa common shares; list the consolidated Condor common shares on the TSX; commence trading the consolidated Condor common shares on the TSX; deliver significant strategic, financial and operational benefits; provide near term sustainable cash flow and additional long-term growth potential; leverage off Condor's strong balance sheet to bring the Poyraz Ridge discovery to market; and add significant shareholder value over the coming years; the timing and ability to mature drill-ready targets; the timing and ability to obtain various approvals including seismic, drilling, production and construction permits; the expectations, timing and costs of exploration, appraisal and development activities including the cost of drilling future wells; the timing and ability to develop the gas reserves, construct the required infrastructure and deliver first gas; the timing and ability to obtain future funding on favorable terms; the timing and ability to access oil and gas pipelines and oil and gas domestic and export sales markets; the timing and ability to receive pipeline tie-in approval from the Turkish regulatory authority; the timing and ability to bring discoveries into commercial production including the timing and ability to obtain production contracts; the timing and duration of production interruptions; the timing and ability to re-commence production; the timing, uncertainty and proportion of production which will be sold on export markets, if any; and treatment under governmental regulatory regimes and tax laws. In respect of the forward-looking statements and information set out in this press release, Condor and Marsa have provided such in reliance on certain assumptions that they believe are reasonable at this time, including the ability of the parties to receive, in a timely manner, the necessary stock exchange approvals with respect to the consolidated Condor shares and the delisting of the Marsa shares. 

Forward-looking statements involve the use of certain assumptions that may not materialize or that may not be accurate and are subject to known and unknown risks and uncertainties and other factors, which may cause actual results or events to differ materially from those expressed or implied by such information. Condor and Marsa believe 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 should not be unduly relied upon. Condor and Marsa do not undertake any obligation to update or to revise any of the forward looking information, except as required by applicable law.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • For further information, please contact:
    Condor Petroleum Inc.
    Don Streu
    President & Chief Executive Officer
    Sandy Quilty
    Vice President Finance & Chief Financial Officer
    403-201-9694