Ranger Energy Ltd.
TSX VENTURE : RGG

Ranger Energy Ltd.

September 19, 2011 13:44 ET

Ranger Energy Ltd. Amendment to Joint Management Information Circular

CALGARY, ALBERTA--(Marketwire - Sept. 19, 2011) - As requested by the TSX Venture Exchange, Ranger Energy Ltd. ("Ranger" or the "Corporation") (TSX VENTURE:RGG) is providing additional information related to the properties held by North Sea Energy Inc. ("NSE"). This information is an amendment to the joint management information circular of Ranger and NSE dated August 26, 2011 for the Annual General and Special Meeting of Shareholders of Ranger and the Special Meeting of Shareholders of NSE each to be held on September 27, 2011 (the "Circular"). Except as otherwise expressly provided herein, this amendment is in addition and not in replacement of the original Circular, which is available and filed on SEDAR under Ranger's profile at www.sedar.com. Capitalized terms used in this press release but not otherwise defined herein shall be given the meanings ascribed thereto in the Circular.

The following section replaces the corresponding section on page 2-18 of the Circular included in the "The Polly Development" disclosure section under "Resource Report".

Resource Report

This report was prepared by Sproule International Limited at the request of Mr. Craig Anderson, President, Chief Executive Officer & Director, North Sea Energy Inc. The effective date of this report is July 31, 2011. It consists of an independent estimate of the contingent resources associated with Block 12/26c, located in the United Kingdom Sector of Western North Sea. NSE owns a 20 percent working interest in the block with Ithaca Energy UK Limited being the operator. The block contains the Polly Oil discovery in the Beatrice A sandstone. As a portion of the Polly Field extends onto Block 11/30a NSE has a separate carve out agreement with Ithaca Energy UK Limited for a 20 percent working interest on those lands.

This report was prepared during July and August 2011 for NSE's corporate purposes. The report was prepared in accordance with COGE Handbook reserves and resources definitions, which are compliant with the requirements of National Instrument 51-101.

In the assessment of this unproved property, all available pertinent factors were considered, including, where applicable, geological structures, prospective zones, historical drilling and production results, terrain and accessibility, access to infrastructure and markets, and geological risks.

The significant positive factors relevant to the resource estimate are as follows:


--  the Polly Field is covered by a good quality 3D seismic survey which
    images the top of the reservoir and shows that the discovery well
    intersected the structure in a slightly down flank position allowing for
    wells to be drilled up structure of the 12/26c-5 well; and 
--  the Polly Field is close to existing infrastructure at the Beatrice
    Field (Bravo Platform) located to the west. 


The significant negative factors relevant to the resource estimate are
as follows:

--  the Polly Field is a narrow structure which will need to be developed
    with horizontal wells which increase the cost of development which
    impacts the economics of the development project; and 
--  the oil zone in the discovery well was not flow tested due to flaring
    restrictions.

Estimates of contingent resources have been made but economics have not been
generated and the net present values of the prospects have not been included
in this report. 

Gross discovered In-Place and Contingent Resources (Unrisked) (1,2)         
Polly Discovery, Block 12/26c, North Sea, United Kingdom (as of July 31,    
 2011)                                                                      
----------------------------------------------------------------------------
                                                      Gross (3)        High 
                                  Low Estimate   Best Estimate     Estimate 
                                          (P90)           (P50)        (P10)
                                  ------------------------------------------
Oil Initially-In-Place (MMstb)                            15.2         15.2 
----------------------------------------------------------------------------
Contingent Resources (MMstb)                               1.7          4.9 
----------------------------------------------------------------------------
1. Discovered Petroleum Initially-In-Place (equivalent to discovered        
   resources) is that quantity of petroleum that is estimated, as of a given
   date, to be contained in accumulations prior to production.              
2. Contingent resources are those quantities of petroleum estimated, as of a
   given date, to be potentially recoverable from known accumulations using 
   established technology or technology under development, but which are not
   currently considered to be commercially recoverable due to one or more   
   contingencies. Contingencies may include factors such as economic, legal,
   environmental, political, and regulatory matters, or a lack of markets.
   It is also appropriate to classify as contingent resources the estimated
   discovered recoverable quantities associated with a project in the early
   evaluation stage. Contingent Resources are further classified in
   accordance with the level of certainty associated with the estimates and
   may be subclassified based on project maturity and/or characterized by
   their economic status. Contingent resources have an associated chance of
   development (economic, regulatory, market and facility, corporate   
   commitment or political risks). There is no certainty that any portion of
   the contingent resources will be developed or, if it is developed, there
   is no certainty as to the timing of such development or that it will be  
   commercially viable to produce any portion of the contingent resources.  
3. These are the gross discovered initially-in-place and contingent         
   resources which are potentially recoverable oil volumes estimated for the
   entire Polly discovery on Block 12/26c, assuming oil, without any        
   adjustments for working interest.                                       

Only contingent resources were assigned to the Polly Development, as of July 31, 2011, due to uncertainties in the expected production rates, and the current development and operating cost estimates. Volumes were uneconomic to develop under forecast economic conditions; therefore, no reserves were assigned. Contingent resources were however assigned to the Polly Development based on the well control information. Submission of a field development plan to DECC with updated costs elements would be the contingency which would have to be overcome.

The following section replaces the corresponding section on page 2-20 of the Circular included in the "Manuel-Terry Prospects" disclosure section under "Geology Description: Manuel-Terry Project".

Geology Description: Manuel-Terry Project

The Manuel-Terry Prospect is an Upper Jurassic (Volgian) exploration prospect located in block 11/29, approximately 10 km west-southwest of the Beatrice Alpha platform. The presence of reservoir quality Volgian sandstones in the region has been demonstrated by nearby wells (greater than 700 ft sand interval penetrated by the 11/24a-2 well) and regional studies indicate the presence of several source rocks, evidenced by approximately 1200 feet of mature Kimmeridge Clay in the area of the prospect. The proximity of the Beatrice field and a number of other discoveries in the basin prove that the prospect is located in a working petroleum system.

The Manuel Well was spudded on February 17, 2008 and reached TD on March 14, 2008. It penetrated the Oxfordian Brora Sands where the lowermost section, the Oxfordian Spiculite, is hydrocarbon bearing but non permeable. Some signs of hydrocarbons were encountered in the Jurassic Beatrice "A" and "B" sands as well as the underlying Brora Coal formation. These formations proved to be porous but tight and essentially water bearing, although signs of former hydrocarbon presence could be detected from the subsequent petrophysical analysis. The "H','I', and "J" sands were then encountered and found to be porous and largely water bearing. Upon completion of the Schlumberger wire line operation the well was plugged and abandoned.

The foregoing description of the Manuel-Terry Prospect is not based on an independent report and was prepared by management of NSE.

The following section replaces the corresponding section on page 2-24 of the Circular included in the "Bluebird and Blackbird Prospects" disclosure section under "Geology Description: Bluebird and Blackbird Prospects".

Geology Description: Bluebird and Blackbird Prospects

Block 15/21d lies in the Outer Moray Firth Basin, between the Scott and Rob Roy oil fields, in the North Sea. The block contains two prospects; Bluebird, which is the 15/21b-50 oil discovery tested at 5700 bopd (Hess, 1993) with a potential 16 MMbbl and Blackbird, which lies on the fault terrace fronting the Rob Roy Field updip from 15/21a-54 (Hess, 1995) with a potential 13 MMbbl. The prospect identification pre-dates modern 3D seismic processing and new exploration will fully leverage the latest technology. Bluebird was originally tested by the 15/21b-50 well which found a net 87 feet of oil pay in the Claymore Sands. An oil-water contact was established at -8638 feet and the well was tested at a maximum rate of 5700 bopd of 28 degrees oil with 600 ppm H2S. The prospect appears to be a stratigraphically limited sand body on a fault terrace located at the easternmost tip of the Halibut Horst. Blackbird is a Piper sand play that lies along the terrace to the north east of the Rob Roy Field.

The following section replaces the corresponding section on page 2-24 of the Circular included in the "Bluebird and Blackbird Prospects" disclosure section under "Resource Report".

Resource Report

This report was prepared by Sproule International Limited at the request of Mr. Craig Anderson, President, Chief Executive Officer & Director, North Sea Energy Inc. The effective date of this report is July 31, 2011. It consists of an estimate of the contingent and prospective resources associated with the Block 15/21d, located in the United Kingdom Sector of North Sea. NSE owns a 50 percent working interest in the block through their wholly owned subsidiary Echo Exploration Ltd. Echo participated in the United Kingdom's 26th Seaward Licensing Round, administered by the UK Department of Energy and Climate Change (DECC) and was subsequently awarded three promote licenses, one of which was P.1870 (the "15/21d License").

This report was prepared during July and August 2011 for NSE's corporate purposes. The report was prepared in accordance with COGE Handbook reserves and resources definitions, which are compliant with the requirements of National Instrument 51-101.

In the assessment of this unproved property, all available pertinent factors were considered, including, where applicable, geological structures, prospective zones, historical drilling and production results, terrain and accessibility, access to infrastructure and markets, and geological risks.

The significant positive factors relevant to the resource estimate are as follows:


--  the Bluebird and Blackbird discovery and prospect are close to existing
    infrastructure with the Hamish and Rob Roy fields located to the
    southwest; 
--  the Bluebird discovery and Blackbird prospect are covered by two
    existing 3D seismic surveys which image the two structures; 
--  the 15/21b-50 well (Bluebird) tested 28 degree API oil from the Claymore
    Sandstone at a reported rate of 5700 BOPD; and 
--  the 15/21a-54 well confirmed the presence of the Piper Formation
    sandstone in the adjacent down dip fault block. 


The significant negative factors relevant to the resource estimate are as
follows:

--  only a portion of the Bluebird discovery is contained within NSE's land
    holdings; and 
--  the Blackbird Lead is a small structure covering only 170 acres a
    portion of which extends off of NSE's land holdings.  


Estimates of contingent resources have been made but economics have not been
generated and the net present values of the prospects have not been included
in this report.  

Gross discovered In-Place and Contingent Resources (Unrisked)(1,2)          
Bluebird Discovery, Block 15/21d, North Sea, United Kingdom (as of July 31, 
2011)                                                                       
----------------------------------------------------------------------------
                                               Gross (3)                    
                                        Low        Best        High         
                                   Estimate    Estimate    Estimate         
                                       (P90)       (P50)       (P10)    Mean
                                --------------------------------------------
Oil Initially-In-Place (MMstb)         1.93         0.0         0.0         
----------------------------------------------------------------------------
Contingent Resources (MMstb)           0.31         0.0         0.0         
----------------------------------------------------------------------------
1. Discovered Petroleum Initially-In-Place (equivalent to discovered        
   resources) is that quantity of petroleum that is estimated, as of a given
   date, to be contained in known accumulations prior to production.        
2. Contingent Resources are those quantities of petroleum estimated, as of a
   given date, to be potentially recoverable from known accumulations using 
   established technology or technology under development, but which are not
   currently considered to be commercially recoverable due to one or more   
   contingencies.  Contingencies may include factors such as economic,
   legal, environmental, political, and regulatory matters, or a lack of
   markets. It is also appropriate to classify as contingent resources the
   estimated discovered recoverable quantities associated with a project in
   the early evaluation stage.  Contingent Resources are further classified
   in accordance with the level of certainty associated with the estimates
   and may be subclassified based on project maturity and/or characterized
   by their economic status. Contingent resources have an associated chance
   of development (economic, regulatory, market and facility, corporate
   commitment or political risks). There is no certainty that any portion
   of the contingent resources will be developed or, if it is developed,
   there is no certainty as to the timing of such development or that it 
   will be commercially viable to produce any portion of the contingent
   resources.
3. These are the gross discovered initially-in-place and contingent         
   resources which are potentially recoverable oil volumes estimated for the
   entire Bluebird discovery on Block 15/21d, assuming oil, without any     
   adjustments for working interest.                                        

These volumes have been discovered; however additional technical work is required to determine if any portion of the contingent resources will be commercially viable. The project is in the early stage of determining how the field would be developed. Cost estimates to develop the field would need to be obtained and economics run to determine the commercial viability of the project. In addition a field development plan would need to be submitted and approved by DECC in order to consider these resources as reserves.

The following section replaces the corresponding section on page 2-28 of the Circular included in the "Exploration Activities" disclosure section.

Exploration Activities

Management believes that exploration opportunities provide NSE with the greatest long-term growth potential. While the North Sea has yielded large reserve discoveries, the size of discoveries has progressively decreased over time as the basin has been exploited. Management believes that larger oil and gas companies are reducing their commitment to the basin as statistically; discoveries are expected to be below their quantitative threshold requirements. This provides an opportunity for companies to whom these smaller prospects may represent an attractive commercial opportunity.

Exploration usually requires longer lead-time for geological and geophysical programs, interpretation, decision-making, drilling and development. Strategically, NSE has selected North Sea partners that hold exploration portfolios located near existing infrastructure and ready to drill in the near future. This will facilitate the timely development of any future discoveries and reduce the capital required.

Exploration Criteria:


--  Proximity to infrastructure 
--  Analogous Plays / Well Control 
--  Reservoir characteristics and size 
--  Seismic Data 
--  Development Costs 

NSE has budgeted an amount of $500,000 for the remainder of 2011 to evaluate and further advance its exploration prospects towards drill ready targets as described on page 3-6 of the Circular under the heading "Principal Purpose of Funds" as acquisition of seismic data and work program.

The following is the proposed exploration activities for the NSE's prospects.

Bobcat Prospect

The proposed exploration activities for the Bobcat Prospect are to acquire and reprocess 150 km2 of 3-D seismic with the objective to define drill ready targets. The estimated work program costs for the remainder of 2011 for this project are approximately $150,000.

Bass Prospect

The proposed exploration activities for the Bass Project are to acquire and reprocess 100 km2 of 3-D seismic with the objective to define drill ready targets. The estimated work program costs for the remainder of 2011 for this project are approximately $147,000.

Bluebird-Blackbird Prospect

The proposed exploration activities for the Bluebird Prospect are to acquire and reprocess 100km2 of 3-D seismic with the objective to define drill ready targets. The estimated work program costs for the remainder of 2011 for this project are approximately $147,000.

Manuel-Terry Prospect

The proposed exploration activities for the Manuel-Terry Prospect are to recalibrate the existing 2-D seismic data set to the new well data and to further evaluate the geology and geophysical information in determining new and existing leads. It will then be decided if new seismic data, possibly 3-D, should be recorded/purchased. Future exploration activities also include the drilling of another well at the Terry lead. The estimated work program costs for the remainder of 2011 for this project are approximately $56,000.

Other Prospects

NSE, through Echo, its wholly owned subsidiary was awarded three 26th Round Exploration licenses with a fourth as high bidder expecting award in the second half of 2011, subject to DECC approval (Badger). In addition, NSE has 20% equity in the high bidding partnership for acreage, also expected to be awarded in the second half of 2011, subject to DECC approval (Norfolk).

The following section replaces the corresponding section on page 14 of the Circular included in the "Other Technical Abbreviations and Definitions" section under "Abbreviations".


----------------------------------------------------------------------------
Abbreviations:                                                              

 bbl     Barrel                         M US$   thousands of United States  
                                                dollars                     

 bbl/d   barrels per day                Mboe    one thousand barrels of oil 
                                                equivalent                  
 Bcf     billion cubic feet             Mcf     one thousand cubic feet     
 Bcf/d   billion cubic feet per day     Mcf/d   one thousand cubic feet per 
                                                day                         
 boe     barrels of oil equivalent      MMbbl   one million barrels         
         converting                                                         
         Mcf of natural gas or one      MMcf    one million cubic feet      
         barrel of                                                          
         natural gas liquids to one     MMcf/d  one million cubic feet per  
         barrel of oil                          day                         
 boe/d   barrels of oil equivalent      NGL     natural gas liquids         
         per day                                                            
 bopd    barrels of oil per day                                             
 M$      thousands of dollars           Tcf     trillion cubic feet         
----------------------------------------------------------------------------

The Circular as amended by this press release constitutes full, true and plain disclosure of all material facts relating to the securities of Ranger assuming completion of the Business Combination.

The Circular as amended by this press release constitutes full, true and plain disclosure of all material facts relating to the securities of NSE assuming completion of the Business Combination.

As a result and subject to the foregoing, the certificates of Ranger and NSE provided in the Circular continue to be accurate.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular prepared in connection with the Transaction, and as amended by this press release, 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 Ranger should be considered highly speculative.

Neither 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. Trading in the securities of the Corporation should be considered highly speculative.

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

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