Drako Capital Corp.
TSX VENTURE : DKC.P

December 14, 2011 15:34 ET

Drako Capital Corp. Enters into Farmout and Participation Agreement for Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Dec. 14, 2011) - Drako Capital Corp. (the "Corporation" or "Drako") (TSX VENTURE:DKC.P) is pleased to announce that it has entered into a farmout and participation agreement dated September 14, 2011 (the "Farmout and Participation Agreement") with Manitok Energy Inc. (the "Farmor"), whereunder Drako has agreed to participate in a three (3) well drilling program with the Farmor, as described below (collectively, the "Proposed Transaction"). The Corporation is a "capital pool company" and it intends for the Proposed Transaction to constitute the Corporation's "Qualifying Transaction" within the meaning of Policy 2.4 of the TSX Venture Exchange (the "Exchange").

The Proposed Transaction

Pursuant to the Farmout and Participation Agreement the Corporation will participate with the Farmor in the drilling of three (3) test wells; one (1) well in the Stolberg area of Alberta and two (2) wells in the Ricinus area of Alberta, as follows:

  1. Drako will participate as to 12% of the costs of drilling and completing, or abandoning, of a horizontal well with a surface location in legal subdivision 06- 29-042-15W5M and bottomhole location in legal subdivision 01-29-042-15W5M, resulting upon earning thereunder in Drako holding an undivided 8.0% working interest in and to all petroleum and natural gas in the Cardium formation, unencumbered other than for Crown lessor royalties, in the production spacing unit for the 01-29 test well, comprising that portion of the SW1/4 and the SE1/4 of Section 29-042-15W5M;
  2. Drako will participate as to 12% of the costs of drilling and completing, or abandoning, of a test well on legal subdivision 15-34-031-08W5M, resulting upon earning thereunder in Drako holding an undivided 8.0% working interest in and to all petroleum and natural gas from the surface to the base of the Viking formation, unencumbered other than for Crown lessor royalties, in Section 34-031-08W5M; and
  3. Drako will participate as to 12% of the costs of drilling and completing, or abandoning, of a test well on legal subdivision 07-21-032-08W5M, resulting upon earning thereunder in Drako holding an undivided 8.0% working interest in and to all petroleum and natural gas from the surface to the base of the Viking formation, unencumbered other than for Crown lessor royalties, in Section 21-032-08W5M.

The estimated share of Drako's costs for the operations provided for under the Farmout and Participation Agreement are anticipated to be as follows:

Total Drilling
& Completion
Test Well D & A Cost Completion Cost Cost
01-29 Test Well $ 450,000 $ 190,000 $ 640,000
15-34 Test Well $ 450,000 $ 190,000 $ 640,000
07-21 Test Well $ 470,000 $ 100,000 $ 570,000
TOTAL: $ 1,370,000 $ 480,000 $ 1,850,000

Notwithstanding that Robert J. Dales is a director of the Farmor and holds 1,021,513 common shares of the Farmor (approximately 1.65% of the issued and outstanding common shares of the Farmor) as well as an officer and director of Drako and holds 850,000 common shares of Drako (approximately 7.9% of the issued and outstanding common shares of Drako) the Proposed Transaction is not a Non-Arm's Length Qualifying Transaction under Exchange Policy 2.4 as Drako and the Farmor are not under common control.

Summary of Reserves Information

The reserves data set forth below is based upon an independent evaluation conducted by Sproule Associates Limited ("Sproule") of certain crude oil, natural gas and natural gas liquids reserves attributable to the above referenced oil and gas properties to be acquired by the Corporation under and by virtue of the Farmout and Participation Agreement (the "Participation Properties"), effective August 31, 2011, as set forth in Sproule's report dated October 25, 2011 entitled "Evaluation of the Probable Undeveloped P&NG Reserves of Manitok Energy Inc. in the Ricinus and Stolberg Areas of Alberta to be Farmed Out to Drako Capital Corp. (As of August 31, 2011)" and the supplemental report of Sproule dated November 3, 2011 relating thereto (collectively, the "Sproule Report"). The Sproule Report was prepared in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, using standards consistent with the Canadian Oil and Gas Engineering Handbook.

The following tables summarize the oil, natural gas and NGL reserves attributable to the Participation Properties and the present value of future net revenue for such reserves using forecast price assumptions and costs, all as estimated by Sproule in the Sproule Report.

All evaluations of future net production revenue set forth in the tables below are based on Sproule's pricing assumptions as stated in the date of the Sproule Report. It should not be assumed that the discounted future net production revenue estimated by the Sproule Report represents the fair market value of the reserves set forth in such report. There is no assurance that the future price and cost assumptions used in the Sproule Report will prove accurate and variances could be material. The recovery and reserve estimates of oil, natural gas and NGL provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual oil, natural gas and NGL reserves may be greater than or less than the estimates provided herein.

Reserves estimates based on forecast price and cost assumptions for the working interest in the Participation Properties that will be acquired by the Corporation pursuant to the Proposed Transaction are as follows:

SUMMARY OF OIL AND GAS RESERVES
as of August 31, 2011
FORECAST PRICES AND COSTS
RESERVES
NATURAL GAS
LIGHT AND (non-associated & associated &
MEDIUM OIL HEAVY OIL Solution) NATURAL GAS LIQUIDS
RESERVES Gross Net Gross Net Gross Net Gross Net
CATEGORY (Mbbl) (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (Mbbl) (Mbbl)
PROVED
Developed
Producing 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Developed Non-
Producing 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Undeveloped 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
TOTAL PROVED 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
PROBABLE 19.9 14.1 0.0 0.0 575 492 7.4 5.1
TOTAL PROVED
PLUS PROBABLE 19.9 14.1 0.0 0.0 575 492 7.4 5.1

The following tables summarize the undiscounted value and the present value, discounted at 5%, 10%, 15% and 20% of the working interests in the Participation Properties that will be acquired by the Corporation under the Farmout and Participation Agreement based on forecast price and cost assumptions as of August 31, 2011.

SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE
as of August 31, 2011
FORECAST PRICES AND COSTS
UNIT VALUE(2)
BEFORE
INCOME TAX
DISCOUNTED
AT 10%/year
NET PRESENT VALUES OF FUTURE NET REVENUE(1)
BEFORE INCOME TAXES(3)
DISCOUNTED AT (%/year)
AFTER INCOME TAXES(3)
DISCOUNTED AT (%/year)
Reserves 0 5 10 15 20 0 5 10 15 20
Category (M$) (M$) (M$) (M$) (M$) (M$) (M$) (M$) (M$) (M$) $/BOE
Proved
Developed
Producing 0 0 0 0 0 0 0 0 0 0 0.00
Developed
Non-
Producing 0 0 0 0 0 0 0 0 0 0 0.00
Un-developed 0 0 0 0 0 0 0 0 0 0 0.00
Total Proved
0 0 0 0 0 0 0 0 0 0 0.00
Probable 2,542 1,210 582 237 25 1,902 857 356 76 -96 5.75
Total Proved
Plus Probable 2,542 1,210 582 237 25 1,902 857 356 76 -96 5.75

Notes:

  1. Includes all resource income: sale of oil, gas, by-product reserves, processing third party reserves, other income.
  2. Unit values are based on net reserve volumes.
  3. Income taxes: includes all resource income. Apply appropriate income tax calculations. Include prior tax pools.
TOTAL FUTURE NET REVENUE
(UNDISCOUNTED)
as of August 31, 2011 FORECAST PRICES AND COSTS
FUTURE FUTURE
NET NET
ABANDONMENT REVENUE REVENUE
AND BEFORE AFTER
OPERATING DEVELOPMENT OTHER INCOME INCOME INCOME
RESERVES REVENUE ROYALTIES COSTS COSTS COSTS TAXES TAXES TAXES
CATEGORY (M$) (M$) (M$) (M$) (M$) (M$) (M$) (M$)
Proved 0 0 0 0 0 0 0 0
Proved Plus
Probable 7,444 1,459 1,582 1,838 24 2,542 640 1,902
NET PRESENT VALUE OF FUTURE NET REVENUE
BY PRODUCT GROUP
as of August 31, 2011
FORECAST PRICES AND COSTS
FUTURE NET
REVENUE UNIT VALUE
BEFORE INCOME BEFORE
TAXES INCOME TAXES
(discounted at (discounted at
RESERVES 10%/Year) 10%/Year)
CATEGORY PRODUCTION GROUP (M$) ($/BOE)
Proved Reserves Light and Medium Crude Oil (including solution gas and associated by-
products) 0 0
Heavy Oil (including solution gas and associated by-products) 0 0
Natural Gas (including associated by-products) (1) 0 0
Total 0
Proved Plus Light and Medium Crude Oil (including solution gas and associated by-products) 232 14.32
Probable Reserves Heavy Oil (including solution gas and associated by-products) 0 0
Natural Gas (including associated by-products) (1) 350 4.11
Total 582

Note:

(1) Includes corporate capital gas cost allowance.

No supplemental disclosure using constant prices and costs has been made.

Pricing Assumptions

The forecast price and cost assumptions used in the Sproule Report assume the continuance of current laws and regulations and increases in well-head selling prices and take into account inflation with respect to future operating capital costs.

Crude oil and natural gas benchmark reference pricing, inflation and exchange rates utilized by Sproule in the Sproule Report were Sproule's forecasts as stated as of the effective date of the Sproule Report, which were as follows:

SUMMARY OF PRICING AND INFLATION RATE ASSUMPTIONS
As of August 31, 2011
Forecast Prices and Costs



Year

WTI Cushing
Oklahoma
($US/Bbl)
Edmonton
Par Price
40 degrees API
($Cdn/Bbl)
Cromer
Medium 29.3 degrees API($Cdn/Bbl)
Natural Gas(1)
AECO Gas
Prices($Cdn/MMBtu)
Pentanes Plus
ROB Field
Gate
($Cdn/Bbl)

Butanes FOB
Field Gate
($Cdn/Bbl)

Inflation
Rate(2)
(%/Yr)

Exchange
Rate(3)
(%/Yr)
Historical
2007 72.27 77.06 65.36 6.65 77.33 63.71 2.0 0.935
2008 99.59 102.85 93.05 8.15 104.70 75.09 1.0 0.943
2009 61.63 66.20 62.77 4.19 68.13 44.13 2.0 0.880
2010 79.43 77.80 73.67 4.16 84.21 57.04 1.0 0.971
Forecast
2011 90.28 87.42 84.42 3.55 93.46 78.92 2.0 1.012
2012 93.23 90.32 87.32 3.94 96.57 81.54 2.0 1.012
2013 95.58 92.62 89.62 4.41 99.03 83.62 2.0 1.012
2014 95.97 92.99 89.99 5.21 99.42 83.96 2.0 1.012
2015 97.42 94.41 91.41 6.43 100.93 85.23 2.0 1.012
2016 99.37 96.32 93.32 6.57 102.97 86.95 2.0 1.012
2017 101.35 98.26 95.26 6.71 105.05 88.71 2.0 1.012
2018 103.38 100.25 97.25 6.86 107.17 90.50 2.0 1.012
2019 105.45 102.27 99.27 7.00 109.34 92.33 2.0 1.012
2020 107.56 104.33 101.33 7.15 111.55 94.19 2.0 1.012
2021 109.71 106.44 103.44 7.31 113.80 96.10 2.0 1.012
Thereafter Escalation Rate 2% Escalation Rate 2%

Notes:

  1. This summary table indentifies benchmark reference pricing schedules that might apply to the Corporation.
  2. Inflation rates for forecasting prices and costs.
  3. Exchange rates used to generate the benchmark reference prices in this table.

Reserves Reconciliation

The following table sets out a reconciliation of the Corporation's gross reserves (before royalty) by principal product type based on forecast price and cost assumptions as of August 31, 2011.

Reconciliation of Drako's Gross(1) Reserves (before Royalty) by Principal Product Type
As of August 31, 2011 Forecast Prices and Costs

Natural Gas
(Associated, Non-Associated
Light and Medium Oil Heavy Oil and Solution) Natural Gas Liquids
Gross Gross Gross Gross
Proved Proved Proved Proved
Gross Gross Plus Gross Gross Plus Gross Gross Plus Gross Gross Plus
Proved Probable Probable Proved Probable Probable Proved Probable Probable Proved Probable Probable
FACTORS (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl) (Mbbl) (MMcf) (MMcf) (MMcf) (Mbbl) (Mbbl) (Mbbl)
August 31, 2011 0 19.9 19.9 0 0 0 0 575 575 0 7.4 7.4

Note:

  1. Gross Reserves means the Corporation's working interest reserves before calculation of royalties, and before consideration of the Corporation's royalty interests.

Management, Directors and Insiders

Other than as described below, the Proposed Transaction will not result in any change in the directors and officers of the Corporation. The following are the names and backgrounds of the directors, officers, promoters and other insiders of the Corporation upon completion of the Proposed Transaction.

Robert J. Dales, B.Comm., MBA - President, Chief Executive Officer and Director

Mr. Dales has over 30 years of experience in the oil and gas industry and has held various administrative and management positions. Mr. Dales holds a Bachelor of Commerce degree from the University of Calgary, 1972 and a Master of Business Administration from the University of Alberta, 1973. He is currently the President and Chief Executive Officer and a director of Desco Resources Inc. From 1981 until 1999, Mr. Dales worked in the Operations Department of PANARCTIC Oils Ltd., a private oil and gas exploration company, as Operations Manager. Mr. Dales was President, Chief Executive Officer and a director of Resolution Energy Inc., a public oil and gas exploration and development company, which was listed on the Canadian Venture Exchange, from June 19993 until October 2001. From 1994 until 1996, Mr. Dales was Secretary-Treasurer and a director of Energy North Inc., a public oil and gas exploration and development company, which was listed on the Toronto Stock Exchange. Mr. Dales was also President and a director Desco Resources Ltd., and oil and gas exploration and development company) now Peyto Energy Trust and listed on the Toronto Stock Exchange) from March 1997 until October 1998. Mr. Dales is currently a director of Celtic Exploration Ltd., which is listed on the Toronto Stock Exchange and is currently a director of Arcan Resources Ltd. and Manitok Energy Inc., which are both listed on the Exchange. He is also President and a director of Valhalla Ventures Inc., a private investment company based in Calgary, Alberta.

Omar L. Quiroz, B.Eng. - Director

Mr. Quiroz has over 20 years of experience in the oil and gas industry holding various management positions during that time. Mr. Quiroz received a Bachelor of Engineering from the Universidad Industrial de Santander in 1989. He is currently the President of Omega Energy International S.A., a private oil and gas company which also invests in the oil and gas sector. He is also the President and Sales Manager of Petroleum Equipment International S.A., a private oil and gas company.

Mr. Quiroz has entered into a Seed Share Transfer and Resignation Agreement dated October 1, 2011 (the "Agreement") among Omega Energy International S.A. ("Omega") (a corporation controlled by Mr. Quiroz), Omar L. Quiroz and Drako. Under the Agreement, the parties thereto have agreed that, upon completion of the Proposed Transaction, Mr. Quiroz will resign from the Board of Directors of the Corporation and Omega will sell and transfer to a nominee of Drako (including by way of a transfer in escrow where required) 1,333,333 common shares in the capital of Drako ("Common Shares") at the cost amount thereof, being $0.05 per share.

Neil G. Sinclair, B.A., MBA - Vice President, Finance, Chief Financial Officer and Corporate Secretary

Mr. Sinclair has been the President of an active private corporation with significant real estate operations for over 30 years. Mr. Sinclair received a Bachelor of Arts from the University of Victoria in 1969 and a Master of Business Administration from the University of Western Ontario in 1971. Mr. Sinclair has also served as a director and officer for public companies and is currently a director of Celtic Exploration Ltd., which is listed on the Toronto Stock Exchange.

Gordon Salomons, B.Sc. Geology, P.Geol. - Director

Mr. Salomons has over 36 years of geological experience in the petroleum and coal industries and has held various management and supervisory positions in Canada and numerous international locations. Mr. Salomons received a Bachelor of Science degree in Geology from the University of Alberta in 1974 and has been a Professional Geologist since 1977. He is currently the President of Geo-Solve Services Inc., a private investing and consulting company established in June 1986 and also ranches northwest of Cochrane, Alberta. Prior thereto, Mr. Salomons was a Geological Supervisor at Nexen Petroleum International Ltd., an oil and gas exploration and development company. Mr. Salomons was one of the founders, Vice President and Director of Desco Resources Ltd. an oil and gas exploration and development company, (now Peyto Energy Trust) from March 1997 until October 1998. From June 2005 to January 2007 Mr. Salomons was a founder, director and Vice-President Exploration of Desco Energy Ltd. An oil and gas exploration and development company (now Arcan Resources Ltd.)

William C. Guinan, B.B.A., MBA, LLB - Director

Mr. Guinan is a partner at the law firm of Borden Ladner Gervais LLP, Calgary, Alberta. Mr. Guinan specializes in banking, oil and gas and securities law with a focus in both private and public offerings and mergers and acquisitions. Mr. Guinan has served as a director and officer of a number of public companies and is currently a director and Corporate Secretary of Celtic Exploration Ltd. and Emerge Oil & Gas Inc., both of which are listed on the Toronto Stock Exchange. Mr. Guinan received a Bachelor of Business Administration degree from Acadia University in 1977 and a Master of Business Administration and Bachelor of Laws degree from Dalhousie University in 1982.

Robin C. Day, B.Sc., Proposed Director

Upon completion of the Proposed Transaction, the Board of Directors propose to appoint Robin C. Day as a director of the Corporation. Mr. Day has over 30 years of experience in the natural resource sector. Mr. Day received a Bachelor of Science from the University of Alberta in 1976, and was active in oil field services and mineral exploration until 1983. From 1983 to 1988, Mr. Day served as founding director of public junior resource companies, Elite Resource Corp and Goldcap Minerals. From 1988 to the present, Mr. Day has been president of an active private resource company engaged in prospect generation in minerals and oil and gas, tenure acquisition and farm outs.

Private Placement

To finance the drilling and related expenditures associated with the Proposed Transaction, Drako has applied to the Exchange for approval to complete a non-brokered private placement of Common Shares. The private placement will be for a minimum of 6,250,000 Common Shares at a price of $0.20 per share and a maximum of 7,500,000 Common Shares at a price of $0.20 per share for gross proceeds of between $1,250,000 and $1,500,000. Drako has entered into arrangements whereby a cash payment in the amount of 7% of the aggregate gross proceeds of Common Shares sold by a finder will be paid as a finders fee in connection with the private placement. The closing of the private placement is to be conditional upon the closing of the Proposed Transaction.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Corporation will apply for an exemption from sponsorship requirements on the basis that the Corporation is not a foreign issuer, the proposed directors and officers meet the higher standard of the Exchange, the Corporation will meet the Tier 2 "Initial Listing Requirements for Oil and Gas Issuers" and the Corporation will be provided with a "Geological Report" with respect to the lands which are the subject of the Proposed Transaction. However, there is no assurance that the Corporation will obtain this exemption.

Significant Conditions to Closing

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance. In addition, other conditions include, but are not limited to, obtaining all required corporate, regulatory and other third party approvals, the completion and execution of the Farmin Agreements containing the terms and conditions as set forth in the Letter of Intent and the completion of due diligence including the delivery of a geological report, in form and content satisfactory to Drako, as determined in Drako's sole discretion. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Approval for the Proposed Transaction by the Corporation's shareholders is not required under the policies of the Exchange and will not be sought.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Abbreviations:

Oil and Natural Gas Liquids Natural Gas
bbl barrel Mcf thousand cubic feet
Mbbl thousand barrels MMcf million cubic feet
NGLs natural gas liquids MMbtu million British thermal units
Other
API American Petroleum Institute
BOE barrel of oil equivalent
M$ thousands of dollars

BOE Conversions: The term barrels of oil equivalent ("BOE") may be misleading, particularly if used in isolation. Per BOE amounts have been calculated using a conversion ratio of six thousand cubic feet of natural gas to one barrel of oil. This BOE conversion of 6:1 is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

In accordance with the policies of the Exchange, the common shares of the Corporation are currently halted from trading. It is expected that the common shares of the Corporation will resume trading on the Exchange, after all requirements of the Exchange have been satisfied under the stock symbol "DSR.P".

Forward-Looking Information Cautionary Statement

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated expectation as to the drilling and other operations contemplated under the Farmout and Participation Agreement and the anticipated costs of the three (3) well drilling program provided for thereunder are statements containing forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information depending on, among other things, the risks that the parties will not proceed with the Proposed Transactions, that the ultimate terms of the Proposed Transactions will differ from those that are currently contemplated, that the Proposed Transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities) as contemplated. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.

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

  • Drako Capital Corp.
    Robert J. Dales
    President and Chief Executive Officer
    (403) 690-3884