Renegade Petroleum Ltd.
TSX VENTURE : RPL

Renegade Petroleum Ltd.

February 16, 2011 08:02 ET

Renegade Petroleum Ltd. Announces Strategic Light Oil Corporate Acquisition, $30 Million Bought Deal Financing and Management Change

CALGARY, ALBERTA--(Marketwire - Feb. 16, 2011) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES.

Renegade Petroleum Ltd. ("Renegade" or the "Company") (TSX VENTURE:RPL) is pleased to announce it has entered into an arrangement agreement (the "Arrangement Agreement") to complete the strategic acquisition (the "Acquisition") of Petro Uno Resources Ltd. ("Petro Uno") (TSX VENTURE:PUP), a public light oil producer focused in the heart of the West Central Saskatchewan Viking pool by way of a plan of arrangement pursuant to the provisions of the Business Corporations Act (Alberta) (the "Arrangement").

Renegade is also pleased to announce that the Company has entered into an agreement with a syndicate of underwriters, led by GMP Securities L.P. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal basis, 6,667,000 common shares of Renegade ("Common Shares") at a price of $4.50 per Common Share for gross proceeds of approximately $30 million (the "Bought Deal Financing").

In addition, the Company has granted an over-allotment option, exercisable at the option of GMP Securities L.P. on behalf of the Underwriters at any time on, or for a period of 30 days following the closing date for further gross proceeds of up to $4.5 million which would increase the Bought Deal Financing to gross proceeds of approximately $34.5 million if the over-allotment option is fully exercised.

The Acquisition and the Bought Deal Financing continues to position the Company as a premier light oil producer with outstanding growth prospects and financial flexibility.

SUMMARY OF THE ACQUISITION

Through the Acquisition, Renegade is acquiring operated, high quality, high netback, long reserve life, light oil assets focused in the Company's West Central Saskatchewan core area for total consideration of approximately 11.6 million Common Shares. The Acquisition adds substantial long tenure lands prospective for high impact, low cost, light oil drilling opportunities as well as the consolidation of Renegade's core Viking play.

The Acquisition has the following characteristics:

Current production 450 Bbl/d (97% light oil)
Proved plus probable reserves (1)(2) 1.6 million boe
Proved plus probable RLI (1) 9.84 years
Undeveloped land (net) 6,300 acres
Total drilling locations (3) 56 net
Operating netback (4) $54.00
(1) Based on Sproule Associates Limited reserve report as at October 31, 2010 and updated internally to December 31, 2010.
(2) Rounded from 1.616 million proved plus probable reserves.
(3) Un-booked locations based on 80 acre spacing.
(4) Based on CDN$85.00/Bbl WTI and US$/CDN$ exchange rate of 1.01 and calculated by subtracting royalties and operating costs from revenues.

TRANSACTION METRICS

The Acquisition is accretive to Renegade on a per share basis on all key metrics. The transaction metrics are as follows:

Production (1)(2) $98,820 per producing boe
Proved plus probable reserves (1) $27.52 per boe
Proven plus probable recycle ratio 2.0 times
(1) Based on Sproule Associates Limited reserve report as at October 31, 2010 and updated internally to December 31, 2010.
(2) Assumes $500/acre for undeveloped land.

Pursuant to the terms of the Arrangement, Petro Uno shareholders will receive 0.2 Common Shares for each common share of Petro Uno ("Petro Uno Shares"). The Arrangement requires approval by the Petro Uno shareholders at a special shareholders meeting expected to be held in April 2011. All directors and officers of Petro Uno have agreed to vote in favour of the Arrangement. Subject to receipt of shareholder, court and regulatory approval, the Arrangement is scheduled to close in April, 2011.

The Arrangement Agreement contains terms and provisions that are customary for a transaction of this nature, and includes a reciprocal non-completion fee in the amount of $1.75 million which is payable by Renegade or Petro Uno to the other, as the case may be, in certain circumstances if the Arrangement is not completed. The Arrangement requires the requisite approval of Petro Uno shareholders along with customary regulatory, court and other approvals. An information circular outlining the Arrangement will be mailed to Petro Uno shareholders in connection with the Arrangement and the closing of the Arrangement and shareholder's meeting are proposed to be held prior to May 31, 2011.

Due to certain overlapping directorships on the board of directors of both Renegade and Petro Uno, both companies formed special committees of independent directors to review the transaction and the members of the boards of directors of both Renegade and Petro Uno that are eligible to vote have unanimously approved the Arrangement and concluded that the Arrangement is in the best interests of their respective companies and their respective shareholders. Petro Uno received a verbal opinion from Macquarie Capital Markets Canada Ltd. that the consideration to be received by Petro Uno shareholders pursuant to the Arrangement is fair from the financial point of view.

BOUGHT DEAL FINANCING

Renegade has entered into an agreement with the Underwriters, led by GMP Securities L.P., pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal basis, 6,667,000 Common Shares at a price of $4.50 per Common Share for gross proceeds of approximately $30 million.

In addition, the Company has granted an over-allotment option, exercisable at the option of GMP Securities L.P. on behalf of the Underwriters at any time on, or for a period of 30 days following the closing date, to acquire up to an additional 1,000,000 Common Shares at a price of $4.50 per share for further gross proceeds of up to $4.5 million which would increase the Bought Deal Financing to gross proceeds of approximately $34.5 million if the over-allotment option is fully exercised.

The net proceeds of the Bought Deal Financing will be used to further accelerate the Company's 2011 capital exploration and development program in the Viking play in West Central Saskatchewan, the Bakken play in Southeast Saskatchewan, the Spearfish play in Manitoba and the Bakken play in North Dakota; to repay a portion of bank indebtedness; and for general corporate purposes.

Closing of the Bought Deal Financing is expected to occur on or about March 9, 2011 and is subject to customary conditions and regulatory approvals, including the qualification for distribution of the Common Shares by way of short form prospectus in all of the provinces of Canada other than Quebec and the approval of the TSX Venture Exchange.

FINANCIAL ADVISORS

GMP Securities L.P. acted as financial advisor to Renegade with respect to the Arrangement. Canaccord Genuity Corp. and FirstEnergy Capital Corp. acted as strategic advisors to Renegade.

Macquarie Capital Markets Canada Ltd. acted as financial advisor to Petro Uno with respect to the Arrangement.

MANAGEMENT CHANGE

Renegade announces that Mr. Cameron Vouri has resigned as an officer of the Company in order to focus on his other business ventures. On behalf of the board of directors, the management team and staff of Renegade, we thank Mr. Vouri for his contributions and wish him continued success in the future.

CORPORATE INFORMATION

Renegade's Common Shares trade on the TSX Venture Exchange under the symbol RPL. Renegade currently has approximately 55.4 million Common Shares outstanding and 62.6 million fully-diluted shares. The Company's presentation can be viewed on its website at www.renegadepetroleum.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements related to the Arrangement and its anticipated impact on Renegade, the anticipated closing of the Bought Deal Financing and the use of proceeds from the Bought Deal Financing.

Although Renegade believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Renegade can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures) and the failure to realize the expected benefits of the Acquisition.

The forward-looking statements contained in this document are made as of the date hereof and Renegade undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

BARRELS OF OIL EQUIVALENT

Barrels of oil equivalent (boe) is calculated using the conversion factor of 6 Mcf (thousand cubic feet) of natural gas being equivalent to one barrel of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl (barrel) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

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

  • Renegade Petroleum Ltd.
    Michael Erickson
    President & CEO
    (403) 355-8922
    or
    Renegade Petroleum Ltd.
    Alex Wylie
    Vice-President, Finance & CFO
    (403) 410-3376