Petrocapita Income Trust
CNSX : PCE.UN

Petrocapita Income Trust

July 11, 2016 19:14 ET

Petrocapita Announces Closing of Acquisition of Palliser Assets

CALGARY, ALBERTA--(Marketwired - July 11, 2016) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Petrocapita Income Trust (CSE:PCE.UN) ("Petrocapita" or the "Trust") announces that it has closed a Purchase and Sale Agreement ("PSA"), approved by Order of the Court of Queen's Bench of Alberta on July 11, 2016 for all, or substantially all, of the assets of Palliser Oil and Gas Corporation ("Palliser") from its Receiver Manager, FTI Consulting Canada Inc. ("FTI") for $3,000,000.00 (plus or minus any adjustments pursuant to the PSA post-closing) and a Gross Overriding Royalty of 1.5% on the assets acquired in favor of Palliser's lender effective for a period of five (5) years from closing and in respect of any calendar month when the average daily selling price for the near month light, sweet crude oil future contracts as reported by the New York Mercantile Exchange in US dollars for West Texas Intermediate oil exceeds $80.00 USD per barrel. The effective date of the transaction is May 01, 2016. Details of the transaction may be found on the website for FTI (http://cfcanada.fticonsulting.com/Palliser).

About the Transaction

For the 4 months preceding the effective date, production from the Palliser assets averaged 342 BOEPD. Average daily production from the same assets for 2013, prior to receivership, averaged 2,340 BOEPD.

The acquisition of the Palliser assets results in increasing the Trust's number of wells from 155 gross (147.4 net) to 521 gross (429.7 net). It also increases its operating and approved produced water disposal wells from 9 to 30, its associated produced water disposal facilities from 9 to 19, its multi-well oil batteries from 4 to 9, its custom treating facilities from 1 to 3, its pipelines from approximately 0.50 km to 72.51 km, and its natural gas compressor facilities from 0 to 2. Additionally, it increases its mineral land position from 10,165 gross acres (9,859 net) to 102,868 gross acres (68,643 net) and its proprietary seismic data base from 0 to 237 km of 2D and 10.3 square km of 3D.

Based on the reserve report prepared by third party evaluators of both the Trust and Palliser as at December 31, 2015, proved plus probable reserves increase from 4.1 million barrels with an NPV10 value of $50.3 million to 10.0 million barrels with an NPV10 value of $87 million. In separate valuations prepared by the same evaluators and not included in the reserve valuations, the NPV10 value of facilities increases from $52.2 million to $67.8 million.

Finally, as a result of acquiring all, or substantially all, of the assets of Palliser, and filing of joint elections under Section 66.7 of the Income Tax Act (Canada) and Sub Section 167(1) of the GST Legislation, the Trust, or its subsidiaries shall acquire the cumulative resource expenses of Palliser to the extent permitted under the Act and limit payment of the GST on the Tangible portion of the assets acquired.

Details related to the Trust's reserves and facilities valuations and secured convertible debenture closings to date related to the acquisition and development capital have been filed with the Canadian Securities Exchange (www.theCSE.com).

A copy of the 2015 Update outlining the Trust's activities and development plans, along with details of the acquisitions, have been posted on the Trust's website (www.Petrocapita.com).

About Petrocapita

Petrocapita Income Trust is a Specified Investment Flow Through trust developing and acquiring heavy oil production and infrastructure assets in the Lloydminster area of east central Alberta and west central Saskatchewan through its wholly owned subsidiary, Petrocapita Oil and Gas L.P. It owns and operates 521 gross (429.7 net) oil wells, 19 produced water disposal facilities, 3 custom oil processing facilities, oil well service rigs, fluid haul trailers, motor graders and well site processing equipment. It is seeking accretive opportunities to acquire both oil production and complimentary midstream assets during a cyclical low in the oil markets.

Forward-Looking Information and Statements

Certain statements and information contained in this news release constitute forward-looking statements and forward-looking information as defined under applicable securities legislation (collectively, "forward-looking statements"). These forward-looking statements relate to future events or future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. In particular, and without limitation, these statements contain forward-looking statements pertaining to the completion of the pending acquisition of the Palliser assets, and to future net revenues and cash flows estimated to be derived from Petrocapita's and Palliser's reserves as well as their disposal facilities and treating facilities (collectively, "Facilities"). These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although management believes that the expectations conveyed by any forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon.
With respect to forward-looking statements contained in this news release, assumptions have been made regarding, among other things: future crude oil prices; the timing of receipt of judicial and other regulatory approvals; the completion of the Palliser acquisition; the level of future utilization of the Facilities; the magnitude of net future revenues derived from utilization of the Facilities; and the duration over which future revenues may be derived from the Facilities. The forward-looking statements contained in this news release involve significant risks and uncertainties and should not be read as guarantees of future performance or results. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the risks related to: failure to receive judicial approvals in a timely manner or at all; volatility in market prices and demand for crude oil; general economic, market and business conditions; difficulties encountered in the development and production of reserves; difficulties encountered in the upgrading and/or operation of the Facilities; the loss of key personnel; the inability to generate sufficient cash flow from operations to meet current and future obligations; the inability to obtain required debt and/or equity capital on acceptable terms or at all; changes in tax law or other adverse regulatory, royalty or tax changes; and diversion of management to manage unforeseen business or operating issues.

Information and statements in this news release relating to the valuation of the Facilities have been prepared by third-party engineering firms and are based on various estimates and assumptions including, facility utilization rates, timing and amount of required capital expenditures, marketability of skim oil, and future operating costs, all of which may vary materially. Accordingly, estimates of future net revenues associated with the Facilities as prepared by different engineers, or by the same engineers at different times, may vary. The estimated values are estimates only and do not necessarily represent fair market values. The actual future net revenues associated with the Facilities will vary from estimates thereof and such variations could be material.

In addition, information and statements in this news release 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, and that the reserves described can be profitably produced in the future. There are numerous uncertainties inherent in estimating quantities of oil and natural gas and the future cash flows attributed to such reserves. The reserves and associated cash flow information set forth in this news release are estimates only. In general, estimates of economically recoverable oil and natural gas 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 oil 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 actual production, revenues, taxes and development and operating expenditures with respect to Petrocapita's and Palliser's reserves will vary from estimates thereof and such variations could be material.

Readers are cautioned that the risk factors set forth above should not be construed as exhaustive. Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Petrocapita's operations or results therefrom is included in its filings with the securities commissions which have been filed under Petrocapita's profile on SEDAR (www.sedar.com).

Although the forward-looking statements contained in this news release are based upon what Petrocapita's management believes to be reasonable assumptions, Petrocapita cannot assure investors that actual results will be consistent with such information. Forward-looking statements reflect management's current beliefs and are based on information currently available to Petrocapita. Petrocapita cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements are made as of the date of this news release and Petrocapita assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable securities laws.

Contact Information

  • Petrocapita GP I Ltd., as Administrator of
    Petrocapita Income Trust
    Mr. Alex Lemmens
    President and Chief Executive Officer
    (587) 393-3456

    Petrocapita GP I Ltd., as Administrator of
    Petrocapita Income Trust
    Ms. Janet Stillwell
    Investor Relations
    (587) 393-3456