Welton Energy Corporation

Welton Energy Corporation

November 14, 2005 18:42 ET

Welton Energy Corporation Announces Third Quarter 2005 Results

CALGARY, ALBERTA--(CCNMatthews - Nov. 14, 2005) - Welton Energy Corporation (TSX:WLT)(TSX:WLT.WT) -

We are pleased to report on the operations of the Company for the nine months ended September 30, 2005. Management's discussion and analysis of the Company's financial results is provided with the comparative financial statements for that period.


During the third quarter, Welton successfully completed two corporate acquisitions that have been very beneficial to the Company.

On August 4, Welton completed the acquisition of Infiniti Resources International Ltd. ("Infiniti"). Besides adding 130 barrels of oil equivalent per day of production, three key projects were added to the Company's portfolio. At Brazeau, a Nisku I pool waterflood project owned 95.75% by Infiniti, has independently engineered estimates of 1.3 million recoverable barrels of oil. Water injection has commenced on this project and results will be evaluated in 2006. A second project in Ricinus, is a natural gas project with landholdings ranging from 8% to 20% on 30 sections on which active drilling is ongoing. Well spacing has recently been reduced to 320 acres from 640 and an estimated 25 locations remain to be drilled. At Chime, a Deep Basin natural gas project, Infiniti holds a 19% working interest in over 5,700 gross acres. A well was recently drilled on these lands and is currently being tied in for placing on production. Follow up drilling is planned for 2006.

On September 2, Welton closed the acquisition of Era Oil & Gas Corp. ("Era"), which owns interests of 12.5%-25% in the Mantario East heavy oil pool in Saskatchewan. At the time of closing this acquisition, six wells were producing approximately 225 net barrels of oil per day and nine wells were awaiting completion of a facilities expansion prior to being placed on production. The facilities expansion has now been completed and the wells are in the process of being placed on production. Since completing the acquisition, four new wells have been drilled - two oil wells, one gas well and one exploratory well which was cased and is now awaiting evaluation.


The following table highlights Welton's operational statistics as at
October 2005:

(Net) Undeveloped Acreage Total Acreage
BOE/D Gross Net Gross Net
Karr 269 13,440 2,944 16,640 4,320
Majeau 88 15,360 9,437 19,200 11,174
Kakwa 66 2,880 268 4,800 464
Chime 49 3,840 653 5,760 1,178
Ricinus 35 14,080 1,582 19,200 2,096
Others 57 21,920 6,828 28,160 9,377
Subtotal 564 71,520 21,712 93,760 28,609

Mantario 226 8,858 2,214 9,738 2,389

West Patry - 29,382 2,240 30,035 2,330

Total 790 109,760 26,166 133,533 33,328

Welton's significant acreage position in its key areas of activity provides the opportunity to develop meaningful increases in reserves and production on its existing asset base.

Future Guidance on Production

Welton is producing approximately 790 boe/d as at October 2005. As summarized in the table below, this rate is expected to increase by a total of 260 boe/d through to the end of the year following the tie-in of 18 gross (4.3 net) wells that have been completed and tested, and the reduction to production resulting from the payout of the Karr well which is also expected to occur also by year end. As a result, Welton's net production is expected to exit 2005 at approximately 1,050 boe/d.

Production boe/d
Current Production - October 2005 790

Estimated additions of production to
December 31, 2005:
Mantario 225
Majeau 70
Chime 15
Woking 25
Medicine Lodge 10
Ricinus 30
Additional Production 375
Karr Payout Adjustment (115)
Net Addition to Production 260
Estimated 2005 Exit Rate 1,050

The following table highlights Welton's drilling activity
(gross wells) for fiscal year to date:

Area Drilled Completed Standing Abandoned
Mantario 4 3 1 -
Majeau 5 3 1 1
Ricinus 5 4 1 -
Chime 1 1 - -
Other 3 1 2 -
Total 18 12 5 1


Welton completed a mechanical update to its reserve reports in order to estimate the remaining reserves and their present values as at September 1, 2005. A mechanical update does not change any of the engineering assumptions or any of the production forecasts in the previously issued reserve reports for the Company's properties and recent acquisitions. This mechanical update only changed the effective date to September 1, 2005 to reduce reserves by the amount of forecasted production up to September 1, 2005 and uses new price assumptions, which were based on an independent engineer's price forecast assumptions as at October 13, 2005. A complete listing of all energy prices used, including differentials is provided in the Company's Preliminary Prospectus. The following table summarizes the reserve estimates and their present values on a pro forma basis, after combining the recent acquisitions of Infiniti and Era.

Welton Infiniti(1) Era Pro Forma
Properties Properties Properties Combined
Proved Reserves
(before royalties)
Crude Oil and NGL (mbbls) 23 581 514 1,118
Natural Gas (mmcf) 1,195 1,827 98 3,120
Oil equivalent (mboe) 222 886 530 1,638

Proved plus Probable Reserves
(before royalties)
Crude Oil and NGL (mbbls) 46 1,253 617 1,916
Natural Gas (mmcf) 2,318 3,186 123 5,627
Oil equivalent (mboe) 432 1,784 638 2,854

Proved Present Values (before
royalties and without ARTC)
Discount Rate
0% (MM$) 8.6 24.2 11.0 43.8
8% (MM$) 7.2 13.6 9.3 30.1
10% (MM$) 7.0 12.3 9.0 28.3

Proved plus Probable Present
Values (before royalties and
without ARTC)
Discount Rate
0% (MM$) 16.7 56.8 13.0 86.5
8% (MM$) 13.5 26.6 10.8 50.9
10% (MM$) 13.0 23.1 10.3 46.4

(1) The Infiniti Properties reflect the Net Profits Interest (or "NPI) terms for the Brazeau River Nisku "I" Pool. This NPI requires the Company to pay 50% of Welton's net profits until the sum of $3.7 million plus interest has been paid. Thereafter, the Company will pay 10% of Welton's net profits for the remaining life of the project.


Mantario East, Saskatchewan

As a result of the purchase of Era, Welton acquired a 12.5%-25% working interest in fifteen heavy oil wells and 9,738 gross acres (2,389 net) of land covering a heavy oil pool in the Mantario region of west central Saskatchewan. A total of six wells were producing at the time of the acquisition at a rate of approximately 225 boe/day (net to Welton) with the balance of the wells awaiting tie-in following completion of an expansion of the processing facility. The wells that are currently tied-in produce at a relatively high daily rate averaging over 150 barrels per day with little or no associated water which contributes to the low field operating costs of approximately $6.00 per barrel.

Subsequent to closing, Welton has participated in the drilling of four new wells: two are oil wells which are awaiting tie-in for production; one is a Viking gas well also currently awaiting tie-in; and the other is an exploratory well which is cased pending evaluation. A facilities expansion is scheduled to be completed in the fourth quarter of 2005 and the non-producing wells are expected to be tied-in over a four week period. Following completion of the tie-ins, Welton's share of production from the field is expected to exceed 450 barrels per day.

Existing wells have been drilled on 40 acre spacing. It is contemplated that future drilling will be done on 20 acre spacing which will potentially double the number of wells drilled in the field. Additional drilling to extend the pool and to identify new pools is planned and a total of ten wells are expected to be drilled through the first quarter of 2006 which may add significantly to production levels.

Subsequent to the acquisition, Welton has acquired a 25% working interest in 1,920 gross (480 net) acres adjacent to its existing acreage. Two 3D programs and several additional 2D seismic lines are currently being completed. This data is expected to aid in enhancing existing development locations and to identify new exploration opportunities. We anticipate drilling 19 wells in 2006.

Majeau, Alberta

The Majeau project is located northwest of Edmonton. Multi-zone production potential exists from natural gas from the shallow Belly River, Viking, Mannville and Mississippian Banff sands. Depths range from 300 meters to 1,350 meters. Gas transportation and processing capacity is available nearby and access is year round. These wells can be drilled and cased for approximately $400,000.

Welton currently holds working interests in 19,200 gross and 11,174 net acres plus 7,680 acres of farm-in lands. Welton's interest in this project ranges from 30% to 50%, except for a six section license, where it is 100%.

Following the shooting of a 3D seismic program this summer, five exploration wells were drilled in the third quarter of 2005, three of which were successful and are currently being tied-in to be placed on production. The fourth well has been cased and will be completed and tied-in once sustained production rates from the three wells demonstrate sufficient reserves to support the cost associated with the longer tie-in distance. The fifth well has been abandoned. A 50% working interest in 2 sections was acquired at a recent land sale. Welton now holds interests in 38 sections in this project. Eight additional locations have been identified for drilling through to 2006.

Brazeau, Alberta

This is a Nisku "I" Pool waterflood project, located approximately 90 miles west of Edmonton, owned 94.75% and operated by Welton. Independent engineering estimates indicate 1.3 million boe of proved and probable reserves may be recovered from this project. The costs to implement this waterflood are estimated at $1.1 million. Regulatory approval has been received and water injection has commenced. It is anticipated that increased oil production could commence as soon as 6 months and as late as 24 months from the end of the third quarter. The engineering report for this project calculates production rates to average 150 barrels of oil per day in 2007 with a peak of approximately 300 barrels per day in January 2008. This production will be processed through Welton's owned facilities in the area.

A net profits interest agreement was committed to by the previous owners with respect of the Brazeau waterflood project. After all costs incurred by the Company in respect of this project (capital, operating, overhead and interest) have been recovered, principal and interest under the net profits interest are to be paid to holders at a rate equal to 50% of the net profits derived from the property until the principal and interest is fully repaid. Currently, the total commitment is approximately $3.7 million. Thereafter, the Company will pay 10% of net profits from the property to the debenture holders.

Chime, Alberta

Chime is a high impact, Deep Basin, multi-zone long life natural gas exploration project, located about 150 miles west of Edmonton. Welton owns a 19% working interest in 5,760 gross (1,178 net) acres in this project plus interests in two producing gas wells. This is an area of increasing interest for high impact multi-zone gas exploration from zones including Dunvegan, Fahler, Cadomin and Gething. Land prices and drilling activity have been increasing significantly in this area recently. Welton has participated for a 21% before payout and 19% after payout interest in a well which was successfully drilled and cased in September 2005. Completion work has commenced with tie-in and commencement of production is expected in December. Follow-up drilling of two wells in this area is currently anticipated in 2006 with the timing and total number of wells dependent on the production rate of the current completion and the results of the planned drilling.

Kakwa, Alberta

Kakwa is a multi-zone deep basin project located just north and west of Karr. Welton holds varying working interests in 4,800 gross (464 net) acres in this project. The Corporation participated in a completion program on a well which had already been drilled and is located in 11-17-66-6 W6M. This well has recently been placed on production at an initial rate of 1.4 mmcf per day. Welton has a 27% working interest before payout and 19% after payout in this well. Payout has been defined to include the original drilling costs of the well, thereby extending the time period for Welton's before payout working interest. Additional drilling in this area is being reviewed.

Karr, Alberta

Karr has multi-zone potential for both sweet and sour gas. Zones of interest include the Cadotte, Dunvegan, Bluesky, Gething and Wabamun. Welton holds working interests in 16,640 gross (4,320 net) acres plus a 20% working interest in a central compressor dehydration facility. Welton owns a 75% before payout and 40% after payout working interest in the natural gas and liquids rich well at 16-19-65-3 W6M. Payout is defined to include the total cost of Welton's acquisition cost for all the Karr assets plus its portion of the well completion and facility repair capital plus a $750,000 bonus payout amount. Payout is expected to occur in late 2005. The well has produced steadily at a rate of over 240 boe/d net to Welton since being placed on production in July 2004. Based on this rate, after payout production, net to Welton will be 125 boe/d.

A Wabamun liquids rich sour gas well that tested at a rate of 11 mmcf per day in the 1990s is scheduled for completion in the fourth quarter of 2005 and tie-in prior to spring break-up in 2006. Up to now, natural gas from an uphole zone was being produced by a competitor so the deeper Wabamun zone was shut-in. An agreement has recently been concluded with this competitor whereby the Wabamun zone will be completed and placed on production this winter through our facility. Welton will own a 20% working interest, but will pay only 10% of the completion costs pursuant to this agreement. If successful, production from this liquid rich well could add up to an average of approximately 200 boe/d to Welton's production.

Additionally, two exploration locations have been seismically identified and drilling is planned for this winter with additional drilling potential dependent upon success. Welton plans to participate for its 40% working interest.

Ricinus, Alberta

Ricinus is a multi-zone natural gas resource play, with Welton holding working interests ranging from 8% to 20% in 30 sections of land - 19,200 gross (2,096 net) acres. The wells in the area are characterized by initial production rates ranging from 500 mcf/d to 1.2 mmcf/d for the first 6-8 weeks, followed by a rapid rate decline to approximately one half of the initial rates, with a slow decline thereafter resulting in a reserve life exceeding 8 years. Drilling success rates for this project are very high, as evidenced by the fact that no dry holes have been drilled to date this year. Since closing the acquisition of Infiniti , three wells have been drilled on this project, one has been placed on production, while the other two are in the process of being completed and placed on production. One additional well is currently being drilled and a further two wells may be drilled prior to year end. Until recently, well spacing was one well per section (640 acres); however, one well was drilled in October on 320 acre spacing and a second well will be drilled on 320 acre spacing shortly. This reduced spacing could provide up to 25 additional drilling locations in this project, with a minimum of 8 wells currently budgeted.


Credit Facility

The Company is in the process of finalizing a credit arrangement with a Canadian chartered bank which may provide for a $4.5 million line of credit. The arrangement is currently under review to take into account recent successful activity.

Prospectus and Rights Offering (Convertible Debentures)

On October 21, 2005, the Company filed a preliminary prospectus to issue to the shareholders of its outstanding common shares, transferable rights to subscribe for and purchase secured convertible debentures of the Company. At the end of the quarter, Welton had 33,001,320 common shares issued and outstanding. Rights will be fully transferable and divisible and will entitle the holder to purchase a convertible debenture in the principal amount of $100 at a price of $100. The amounts of the offering and the coupon rate will be determined by early December 2005.

The proceeds of the offering will be applied to the repayment of the $10.5 million bridge financing arranged for the acquisition of Era.

Corporate Appointment

Welton Energy Corporation is pleased to announce the recent appointment of Mr. David C. Whiteley to the position of Chief Financial Officer. In this capacity Mr. Whiteley will be responsible for all financing, budgeting, investor relations, financial reporting, taxation and regulatory compliance activities relating to Welton. Mr. Whiteley will be actively involved as a member of Welton's executive team in the planning and execution of the Company's active growth plans. Mr. Whiteley brings a significant base of knowledge to the Welton team with over 15 years of professional experience in accounting, finance and corporate governance. Prior to joining Welton, Mr. Whiteley held senior financial and accounting positions at various public entities, and recently was the Vice President Finance at Rio Alto Resources International Inc. Mr. Whiteley is a Chartered Accountant, a member of the Alberta Institute of Chartered Accountants, and holds a Bachelor of Commerce degree from the University of Alberta.


Welton has emerged as an opportunity rich company with a diversified suite of prospects including development, resources type projects such as Mantario East, Brazeau, Ricinus, Karr and Medicine Lodge; plus lower risk exploration projects including Majeau, Woking and Chime that offer significant upside potential; plus higher risk high potential exploration opportunities in the Peace River Arch and Patry (British Columbia) regions. All of these projects have multi-zone potential and together represent a balanced portfolio of opportunities for both short and long term growth. With approximately 80 locations on the books and upwards of $26 million of projects identified, activity potential for 2006 and beyond is expected to be very significant for the Company. The Company's management team provides full-cycle expertise over all of its activities. Welton also continues to look at new acquisition opportunities to complement its drilling activities.

Welton continues to gain momentum heading into the fourth quarter of 2005 in terms of production, cash flow and opportunities for growth. The Board has approved a 2006 capital expenditures budget of $18 million. The Company anticipates that the funding to complete these opportunities will be provided by existing cash flow, the rights offering, flow-through share offerings and additional debt capacity.

Management's Discussion and Analysis

The following supplementary information provides an analysis of the operations and financial position of the Company and it should be read in conjunction with the September 30, 2005 unaudited financial statements. This commentary is based on information available to November 9, 2005.


In the third quarter of 2005, the Company produced an average of 504 boe/d comprised of 80 boe/d of oil, 119 boe/d of natural gas liquids and 1,827 mcf/d (or 305 boe/d) of natural gas. The following table sets out the average daily production values.

Three months ended Nine months ended
Sept. 30 Sept. 30
2005 2004 2005 2004
Oil (bbl/d) 80 233 27 243
Natural gas liquids
(bbl/d) 119 69 98 25
Natural gas (mcf/d) 1,827 732 1,361 364
Total boe/d 504 423 352 329

Compared to the three and nine months ended September 30, 2004, the composition of the Company's production has shifted from oil to natural gas and NGL's as a result of the sale of the Acclaim operated oil and gas properties in the fourth quarter of 2004.

Capital Expenditures

Welton was very active in the third quarter - both in terms of corporate acquisitions and drilling and completions work. Total additions to property, plant and equipment for all this activity were $28 million for the third quarter and $31 million year-to-date.

Capital expenditures for the third quarter of 2005 amounted to $28 million (2004 - $2.1 million) which includes property, plant and equipment acquired through cash and non-cash corporate acquisitions.

During the quarter, the Company spent $4.2 million (2004 - $2.1 million) in drilling, completions and tie-in activity. In Majeau, $1.7 million was spent, primarily for Welton's participation in the drilling of 5 wells and 3 completions. Welton participated in the drilling of a deep basin well in Chime for a net cost of $0.6 million and in the completions of four wells, one each in Medicine Lodge, Ricinus, Woking and Blueberry for a net cost of $0.8 million. Two wells were tied-in at Kakwa and Ricinus for a net cost of $0.2 million. Welton also spent $0.3 million on the drilling and completing of wells in Mantario and $0.3 million on other project costs mainly relating to the acquisition of Era and Infiniti. Brazeau expenditures for the water flood project totaled $0.3 million.

Capital Expenditures
Three months ended Nine months ended
Sept. 30 Sept. 30
2005 2004 2005 2004
Exploration drilling $ 261 $ 817 $ 1,056 $ 1,460
Development drilling 3,243 22 3,478 613
Production equipment 437 89 1,564 760
Land and joint venture
payments 21 1,216 842 5,493
Corporate acquisitions 23,475 - 23,475 -
Other 583 4 576 44
Total $ 28,020 $ 2,148 $ 30,991 $ 8,370

Liquidity and Capital Resources

Working Capital

On September 30, 2005, the Company had negative working capital of $14.3 million primarily as a result of the $10.5 million note payable issued to finance the acquisition of Era. This note is expected to be refinanced through a rights offering of convertible debentures.

Bank Loan and Note Payable

The Company has a credit facility of $1 million of which $810 has been utilized. This facility is currently under review and is expected to be increased to $4.5 million in November 2005. A note payable for $10.5 million from a related party, Brompton Financial Limited, was put in place to finance the Era acquisition.

Contractual Obligations

The Company has obligations to renounce qualifying tax deductions under the flow-through share agreements it has entered into as described in the Income Tax section.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.


Production Revenues

(thousands except per Three months ended Nine months ended
boe amounts) Sept. 30 Sept. 30
2005 2004 2005 2004
Oil sales $ 362 $ 854 $ 359 $ 2,203
Natural gas sales 1,589 445 3,058 644
NGL sales 691 337 1,658 337
Other - 6 14 6
Total production
revenue $ 2,642 $ 1,642 5,089 $ 3,190
Per boe $ 57.00 $ 41.29 $ 53.01 $ 35.88

The composition of the total sales in 2005 as compared to 2004 has shifted significantly from oil to natural gas and NGLs. As noted earlier, this shift is a result of the sale of the Acclaim operated properties in the fourth quarter of 2004, which was primarily oil producing. Oil sales were added in the third quarter from the acquisition of Era. In 2005, Welton has produced largely from the Karr and Majeau areas in Alberta and has enjoyed the benefit of increasing gas prices over the quarter. The Company realized a price of $9.46/mcf on its natural gas sales as compared to the relative AECO benchmark price of $9.38/mcf. As well, the Company realized a price of $63.10/bbl on its NGL sales as compared to the relative Edmonton average benchmark price $77.29/bbl and realized a price of $49.09/bbl on its oil sales as compared to the relative benchmark price of Hardisty heavy crude of $53.63/bbl.


In the third quarter, aggregate royalties net of the Alberta royalty tax credit represented 16.3% of revenues. As anticipated, the royalty holiday for gas production in the Karr area ended July 2005, contributing to the overall increase in royalties for the third quarter. The Karr royalty holiday also explained the lower royalty on a percentage of revenues for the nine months ended September 2005 as compared to the same period in 2004.

(thousands except per Three months ended Nine months ended
boe amounts) Sept. 30 Sept. 30
2005 2004 2005 2004
Crown royalties $ 255 $ 129 $ 345 $ 287
Freehold royalties 82 38 91 167
Overriding royalties 96 58 96 200
Total royalties $ 433 $ 225 $ 532 $ 654
% of revenue 16.3% 13.5% 10.4% 20.4%
Per boe $ 9.35 $ 6.41 $ 5.54 $ 7.46


The Company's netback from its oil, NGL and natural gas production for the three and nine months ended September 30, 2005 increased to $31.58 per boe from $27.08 and to $28.13 boe from $21.45, respectively, over the same periods in 2004. The following table provides a breakdown of the netback. The netback per boe increased significantly as a result of high value NGL production from the Karr well as compared to the 2004 heavy and medium oil production which was sold. Royalty expenses per boe increased with the acquisition of new areas that have royalty burdens. In addition, during the quarter the royalty holiday on Karr production was consumed.

In 2005, production expenses are higher due to third party transportation and processing fees. Operating costs related to current and prior period sour gas production at Karr are partially offset by increased production from the lower costs areas of Mantario, Chime, Ricinus and Boundary Lake. Karr represents a significant percentage of Welton's overall operating expenses. The Karr sour gas production is transported and processed through third party facilities at a cost, including prior period adjustments, of approximately $7.33 per boe. Fuel gas is purchased to operate the Karr well and compressor station at a cost of approximately $2.55 per boe (this fuel would normally be taken from the sales gas stream in a sweet gas operation and would not be part of operating costs). The handling of the sour fluids from Karr, which is a significant distance from the pipeline terminal, adds another $6.65 per boe to the Karr operating costs. These costs represent $8.97 per boe of the Company's total operating costs ($16.07 per boe).

Three months ended Nine months ended
Sept. 30 Sept. 30
$/boe 2005 2004 2005 2004
Oil, NGL & natural gas
revenues $ 57.00 $ 41.29 $ 53.01 $ 35.88
Royalty expense,
net of ARTC (9.35) (6.41) (5.54) (7.46)
Production expenses (16.07) (7.80) (19.34) (6.97)
Netback $ 31.58 $ 27.08 $ 28.13 $ 21.45

General and Administrative Expenses

General and administrative expenses for the three and nine months ended September 30, 2005 were $397,000 or $8.56 per boe (2004 - $219,000) and $832,000 or $8.65 per boe (2004 - $464,000). General and administrative expenses have increased when compared to 2004 as employees and office space have been added in Calgary. Welton has added personnel and now has a technical team capable of allowing it to be a full-cycle exploration and development company. Included in general and administrative expenses are costs of $90,000 for the year-to-date which was paid to Brompton Limited, a related party. Brompton Limited recovers costs in providing certain senior management services, certain accounting and administrative staff, office space, supplies and office equipment.

With the addition of geological staff, Welton capitalized $28,000 during the third quarter of 2005 ($76,000 for the year-to-date) with respect to exploration related general and administrative costs. There were no similar costs capitalized in 2004.

Interest Expense

During the quarter, $177,000 of loan fees and interest expense paid to Brompton Financial, a related party, were incurred by the Company, as compared to 2004 - $47,000. The Company assumed approximately $810,000 of debt following the Infiniti acquisition; additional debt of $10.5 million was incurred in September 2005 to acquire Era.

Depreciation and Depletion

Depreciation and depletion are currently being accrued at $28.37 per boe, which amounted to $1.3 million for the quarter and is slightly higher than the previous quarter ($27.90 per boe). The Company expects this depletion rate to decrease as a result of the expected additions of the lower cost reserves for the Brazeau waterflood project once production has commenced.

Income Taxes

The Company does not have any current income tax expense as it has non-capital loss carry-forwards of $20.8 million. These losses will expire over five years from 2006 to 2010. In the first quarter of 2005, the Company renounced $4.5 million in qualifying tax deductions to its investors. In March 2005 and August 2005, flow-through financings of $1.25 million and $0.5 million, respectively was completed by the Company and its subsidiaries. Welton has approximately $200,000 left to incur in qualifying expenditures to satisfy its flow-through obligations.

Income (Loss)

The loss for the third quarter was $532,000 (2004 - $538,000, income) or $0.02 (2004 income - $0.03) per basic and diluted share. The use of non-capital losses to offset future income tax liabilities resulting from the renunciations of the $4.5 million of 2004 flow-through share issuances gave rise to the future tax recovery of $1.8 million in the first quarter of 2005. This was partially offset from Welton's recent Era acquisition which utilized the remaining future tax assets and consequently a $122,000 future tax expense was recognized in the third quarter on current net income from operations.

Acquisition of Infiniti Resources International Ltd. ("Infiniti") and Era Oil & Gas Corp ("Era").

On August 4, 2005, Welton completed the acquisition of Infiniti, into which it had entered in May 2005 as part of a Plan of Arrangement. Welton issued 7.9 million common shares in exchange for all the shares of Infiniti for total non-cash consideration of $11.2 million.

On August 24, 2005, the Company entered into an Acquisition Agreement with Era for cash consideration of $10.5 million less its negative working capital. The acquisition was completed by way of an exempt take-over bid. On September 2, 2005 the Acquisition Agreement was fully executed and closed.

Selected Quarterly Financial Information
(thousands except per share amounts)
2005 2004 2003
Q3 Q2 Q1 Q4 Q3 Q2 Q1 Q4
Total revenue $2,657 $1,351 $1,123 $2,489 $1,650 $ 812 $755 $377
Income (loss)
operations (532) (265) 1,546 1,189 538 (95) 560 61
Income (loss) (532) (265) 1,546 1,189 538 (95) 560 47
Per share
Income (loss)
operations $(0.02) $ (0.01) $ 0.06 $ 0.08 $ 0.03 $(0.01)$0.04 $ -
(loss) $(0.02) $ (0.01) $ 0.06 $ 0.08 $ 0.03 $(0.01)$0.04 $ -
Income (loss)
operations $(0.02) $( 0.01) $ 0.06 $ 0.07 $ 0.03 $(0.01)$0.04 $ -
(loss) $(0.02) $ (0.01) $ 0.06 $ 0.07 $ 0.03 $(0.01)$0.04 $ -

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make certain judgments and estimates. Changes in these judgments and estimates could have a material impact on the Company's financial results and financial condition. The process of estimating reserves is critical to several accounting estimates; it is a complex process and requires significant judgments and decisions based on available geological, geophysical, engineering and economic data. These estimates may change substantially as additional data from ongoing development and production activities becomes available, and as economic conditions impacting oil and natural gas prices, operating costs and royalty burdens change. Reserve estimates impact net income through depletion. Revision or changes in the reserve estimates can have either a positive or a negative impact on net income.


There are a number of inherent risks associated with oil and gas operations and development. Many of these risks are beyond the control of management. The following discussion outlines some of the principal risks and their impact on the Company.

Drilling Risk

Exploration and development drilling has significant risk that the desired outcome will not be achieved. The most likely outcome of most exploration drilling is an unsuccessful well. Welton attempts to mitigate drilling risk by having a diversified portfolio of prospects that are focused on shallower, lower-cost opportunities that have multi-zone potential. The Company seeks to participate in enough wells so that a successful outcome is statistically more likely to occur.

Capital Spending

The Company may be required to raise additional debt or equity financing to meet its capital spending plans.

Reliance on Joint Venture Operators

The Company currently operates development and exploration projects in the Majeau, Chime, Brazeau and Boundary Lake areas. In addition, the Company continues to participate in non-operated capital programs. The Company has significantly less control over the timing and cost efficiency of its non-operated programs. The Company attempts to mitigate this risk by maintaining a close and active relationship with its operating partners.

Commodity Prices

The Company's oil and gas prices are affected by a variety of factors such as supply and demand for the commodity, quality, exchange rates and transportation accessibility. Commodity prices have fluctuated dramatically over the past year. The Company does not currently have any commodity price hedges in place.

Exchange Rates

The importance of exchange rates to Welton's profitability is underscored by the fact that crude oil is sold against a US dollar reference price, while the majority of operating costs are denominated in Canadian dollars.


The Company is responsible for its share of the environmental, abandonment and reclamation costs of its wells and facilities in accordance with environmental and government regulations. The Company maintains insurance for environmental risks, however, there is no guarantee that the coverage will be sufficient to cover all environmental claims.


Future cash flows are dependent on the availability of the estimated reserves. While reserves and production estimates are prepared by a professional independent engineering firm that specializes in preparing such estimates, reservoir performance subsequent to the date of the estimate may result in revisions, either upward or downward, to reserves and production rates.


Welton's primary goal is to increase shareholder value through profitable growth over the long term. Since commencing oil and gas operations approximately two years ago, Welton has successfully built its land and drilling opportunity inventory to fuel future growth.

The Company's management team has been strengthened to provide full-cycle expertise and better control over its activities. Welton's cash flow from operations, which may be supplemented by acquisitions or other significant transactions, will help finance ongoing drilling opportunities.

Forward-Looking Statements

Management's Discussion & Analysis ("MD&A") of financial results and operations is presented by management of Welton Energy Corporation ("Welton" or the "Company") to review operating activities and financial results for the three and nine month periods ended September 30, 2005 with comparisons to the three and nine month periods ended September 30, 2004. The MD&A has been prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). This MD&A is based on information available as of November 9, 2005.

This report contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "expect", "estimate", "believe" and other similar words, or statements that certain events or conditions "may" or "will" occur. By their nature, forward-looking statements involve assumptions and are subject to a variety of risks and uncertainties, including, but not limited to, those associated with resource definition, the possibility of project cost overruns or unanticipated costs and expenses, regulatory approvals, fluctuating oil and gas prices, and the ability to access sufficient capital to finance future development. Although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this report. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information relating to the Company can be found on its website at www.weltonenergy.com or through the SEDAR system at www.sedar.com.

Natural gas reserves and volumes are converted to barrels of oil equivalent (boe) on the basis of six thousand cubic feet (mcf) of gas to one barrel (bbl) of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf to 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

All references to dollar values refer to Canadian dollars, unless otherwise stated.


The MD&A uses the terms "cash flow from operations" and "cash flow", which should not be considered an alternative to, or more meaningful than, cash flow from operating activities or net earnings as determined in accordance with Canadian GAAP as an indicator of Welton's performance. Welton's determination of cash flow from operations may not be comparable to that reported by other companies. The reconciliation between net earnings and cash flow from operations can be found in the Consolidated Statements of Cash Flows. The Corporation also presents "cash flow per share", whereby cash flow from operations is divided by the weighted average number of shares outstanding to determine per share amounts.

Consolidated Balance Sheets (Unaudited)
(in thousands of dollars)

September 30, 2005 December 31, 2004

Current assets
Cash $ 184 $ 2,642
Accounts receivable 3,335 803
Other assets 601 146
4,120 3,591

Property, plant and equipment
(notes 3 and 4) 38,934 10,588
$ 43,054 $ 14,179


Current liabilities
Accounts payable and accrued
liabilities $ 7,156 $ 2,764
Bank loan (note 5) 810 -
Note payable - related party
(note 5) 10,500 -
18,466 2,764

Asset retirement obligation 454 98
Future tax liability 367 -
19,287 2,862

Shareholders' equity (note 6) 23,767 11,317
$ 43,054 $ 14,179

The accompanying notes are an integral part of these financial

Consolidated Statements of Operations and Deficit (Unaudited)
(in thousands of dollars, except per share amounts)

Three months ended Nine months ended
September 30 September 30
2005 2004 2005 2004

Production $ 2,642 $ 1,642 $ 5,089 $ 3,190
Royalty expense
(net of ARTC) (433) (225) (532) (654)
Other income 15 8 41 27
2,224 1,425 4,598 2,563

and accretion 1,315 317 2,645 870
Production 745 313 1,857 620
General and
administrative 397 219 832 464
Interest and bank
charges 177 47 177 132
2,634 896 5,511 2,086

Income (loss) before
income tax (410) 529 (913) 477
Provision for
(recovery of)
income taxes
Current - (9) - (9)
Future 122 - (1,662) (517)

Income (loss) (532) 538 749 1,003

Deficit, beginning
of period (2,910) (5,911) (4,191) (6,370)
Dividends on special
shares - (4) - (10)
Deficit, end of
period $ (3,442) $ (5,377) $ (3,442) $ (5,377)
Income (loss) per
common share :
Basic (note 6) $ (0.02) $ 0.03 $ 0.03 $ 0.06
Diluted (note 6) $ (0.02) $ 0.03 $ 0.03 $ 0.06

The accompanying notes are an integral part of these financial

Consolidated Statements of Cash Flows (Unaudited)
(in thousands of dollars)

Three months ended Nine months ended
September 30 September 30
2005 2004 2005 2004

Cash flows related to
the following activities:

Income (loss) $ ( 532) $ 538 $ 749 $ 1,003

Add items not
requiring cash:
and accretion 1,315 317 2,645 870
Future income
taxes (recoveries) 122 - (1,662) (517)
Stock based
compensation 6 - 15 -
Funds flow 911 855 1,747 1,356
Changes in non-cash
working capital
relating to
activities 680 748 (996) 859

Cash provided by
activities 1,591 1,603 751 2,215
Issuance of common
shares, net (note 6) - 1,422 1,250 1,422
Issuance of flow-
through shares (note 6) - - 987 2,775
Issuance of notes
(note 5) 10,500 - 10,500 3,500
Repayment of notes
payable - (1,422) - (1,422)
Repayment of advances
from related party
(note 5) - - - (570)
Advance of bank loan 810 - 810 -
Cash provided by
financing activities 11,310 - 13,547 5,705

Oil and natural gas
expenditures (4,208) (2,148) (7,177) (8,370)
Changes in non-cash
investing working
capital - (213) 106 135
Corporate acquisitions
(note 4) (9,685) - (9,685) -
Cash used in
investing activities (13,893) (2,361) (16,756) (8,235)

Net decrease in cash (992) (758) (2,458) (315)

Cash, beginning
of period 1,176 939 2,642 496
Cash, end of period $ 184 $ 181 $ 184 $ 181

Interest paid $ 58 $ 121 $ 58 $ 131
Taxes paid $ - $ - $ - $ 16

The accompanying notes are an integral part of these financial

Notes to the Consolidated Financial Statements (Unaudited)

September 30, 2005

(in thousands except per share amounts)


On August 28, 2003, shareholders of The NRG Group Inc. ("NRG") approved the acquisition of all of the issued and outstanding common shares of Welton Energy Limited ("WEL"), a private company engaged in the exploration, development, and production of oil and natural gas in Canada. An amendment to the Articles of NRG was also approved at that time to rename NRG to Welton Energy Corporation ("Welton" or the "Company").

Pursuant to the acquisition of Welton Energy Limited, the Company is engaged in the exploration, development and production of oil and natural gas in Canada.

On December 30, 2004, the Company consolidated the issued and outstanding common shares on a 10-for-1 basis. All common shares, special shares, warrants, options and income (loss) per share in these financial statements have been adjusted to reflect this consolidation.


The interim consolidated financial statements include the accounts of Welton Energy Corporation and its subsidiaries ("Welton" or the "Company") and have been prepared by management in accordance with Canadian generally accepted accounting principles. The note disclosure requirements for annual financial statements provide additional disclosure to that required for interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2004. The interim consolidated financial statements follow the accounting policies summarized in the notes to the annual financial statements and are consistent with the accounting policies for the fiscal year ended December 31, 2004.


September 30 2005 December 31 2004
Oil and gas properties $ 18,557 $ 3,830
Undeveloped land and
joint venture payments 17,784 5,665
Seismic data 1,477 128
Production equipment 6,155 2,024
Other 115 44
44,088 11,691
Accumulated depletion
and depreciation
(5,154) (1,103)
$ 38,934 $ 10,588

Capitalized general and administrative costs of $76 (2004 - $nil) have been included in the above amounts. At September 30, 2005 carrying costs of $14,068 (2004 - $3,270) related to unproven properties and salvage values have been excluded from the depletion calculation.


The following acquisitions were recorded and the descriptions of the acquisitions and purchase price allocations are as follows:

(a) On May 27, 2005, Welton entered into an agreement to acquire all the issued and outstanding shares of Infiniti Resources International Ltd ("Infiniti"). For purposes of determining the purchase price, Welton used a share price of $1.40 per share and 7,915 Welton common shares were issued. This was determined by the Plan of Arrangement whereby each share of Infiniti was transferred to the Company in exchange for 0.2 of a Welton share and 0.05 of a Welton warrant. Each full warrant entitles the holder the right to acquire one Welton common share at a price of $1.75 for a term of two years from the closing of the transaction. Welton is the acquirer of Infiniti and has accounted for the acquisition using the purchase method of accounting.

The allocation of the purchase price of Infiniti to the fair value of the assets acquired and liabilities assumed was as follows:

Issuance of common shares $ 11,081
Transaction costs 152
$ 11,233

Allocation of purchase price:
Property, plant and equipment $ 12,660
Working capital (1,140)
Asset retirement obligation (287)
Future income tax liability (2,070)
Recognition of previously unrecorded
tax benefit in Welton 2,070
$ 11,233

The future income tax liability of Infiniti has been eliminated as Welton's previously unrecognized non-capital loss carry-forwards have been used to offset future income taxes.

(b) On August 24, 2005, Welton entered into an agreement to acquire all the issued and outstanding securities of Era Oil & Gas Corp ("Era") for cash consideration of $10,500 less negative working capital of $815 of Era. The acquisition was completed by way of an exempt take-over bid and on September 2, 2005 the acquisition agreement was fully executed and closed. Welton has accounted for the acquisition using the purchase method of accounting.

The allocation of the purchase price of Era to the fair value of the assets acquired and liabilities assumed was as follows:

Cash $ 9,685
Transaction costs 58
$ 9,743

Allocation of purchase price:
Property, plant and equipment $ 10,815
Working capital (815)
Asset retirement obligation (12)
Future income tax liability (2,848)
Recognition of previously unrecorded
tax benefit in Welton 2,603
$ 9,743

The allocation of the purchase price for both Era and Infiniti to the assets and liabilities are estimates based on currently available information. Amendments may be made once estimates are finalized.


In August 2005 as part of the Infiniti acquisition the Company assumed a bank loan facility of $1,000 of which $810 is currently utilized. This loan has an interest rate of prime plus 0.75% and is secured by certain company petroleum and natural gas assets.

In September 2005, to finance the acquisition of Era, Welton obtained $10.500 million of financing from its principal shareholder Brompton Financial Limited ("BFL"), and parties related to BFL, by way of a 6% secured note due December 2, 2005 and payment of a 1% financing fee. The BFL note is secured by a fixed and floating charge over the assets of Era and a second charge on the other assets of the Company.

On February 13, 2004, the Company issued $3,500 of one-year 6% secured notes ("Notes"). Each dollar in Notes issued entitles the holder to 0.625 warrants, and each warrant is exercisable into common shares of the Company at $0.80 per common share at any time prior to February 13, 2006. A total of 2,188 warrants were issued pursuant to this financing. Brompton Financial Limited ("BFL"), a significant shareholder, purchased $2,500 of these Notes and a director of the Company purchased $50. A portion of the proceeds from the Notes was used to retire the loan payable to BFL of $570.

On August 23, 2004, in an effort to induce the early exercise of these warrants thereby providing capital to the Company, the Board of Directors approved a resolution to allow warrantholders to exercise their warrants at $0.70 per common share provided they exercised the warrants immediately. On September 7, 2004, warrantholders exercised 2,031 warrants at this reduced rate for proceeds
of $1,422, the proceeds of which were used to reduce the Notes outstanding. BFL exercised 1,563 warrants and a director of the Company exercised 31 warrants.

The remaining Notes were repaid in October 2004 following the sale of certain oil and gas properties.


An unlimited number of common shares with no par value.

Number Amount
Common Shares
Balance, December 31, 2004 23,420 $ 10,017
Common shares issued, net 833 987
Flow-through shares issued 833 1,250
Tax effect of flow-through
share renunciations (1,784)
Common shares issued, Infiniti
acquisition 7,915 11,233

Balance, September 30, 2005 33,001 21,703

Common share warrants 2,447 -

Contributed surplus 5,506

Deficit (3,442)

Total shareholders' equity $ 23,767

On March 31, 2005, the Company issued 833 flow-through common shares and 833 common shares at $1.50 per share for total net proceeds after agents' fees and issue costs of $2,237. An officer of the Company subscribed for 25 of these flow-through common shares.

The basic and diluted weighted average numbers of common shares outstanding during the three months ended September 30, 2005 were 30,162 (2004 - 16,532) and 31,084 (2004 - 17,065), respectively.

The basic and diluted weighted average numbers of common shares outstanding during the nine months ended September 30, 2005 were 26,254 (2004 - 15,403) and 27,175 (2004 - 15,916), respectively.


Under the Company's stock option plan, the Board of Directors may grant to any director, officer, employee or consultant, employee options to acquire common shares limited to the lesser of 5,000 common shares or 10% of the outstanding common shares of the Company. Unless otherwise approved by the Board, options will vest in equal installments, either semi-annually or annually, at the discretion of the Board, over a period of three years and the term shall not exceed five years from the date of grant. At the time an option is granted, the Board will determine the exercise price of the option.

The Company has used the fair value method to determine a fair value for stock options granted. As at September 30, 2005, $15 has been recognized as stock based compensation expense. At September 30, 2005 there are 2,455 options outstanding at exercise prices ranging from $0.27 to $1.50. There were no issuances of options during the third quarter 2005.

The Board of Directors and management have opted to minimize the cash compensation received from the Company to allow further cash resources to be directed towards its capital spending program. Directors have received no cash compensation, since the commencement of the Company's oil and gas operations in 2003, and are only compensated with stock options.


Subsequent to the acquisition of WEL, certain management functions have been provided by Brompton Limited ("BL") at the exchange amount, the parent company of Brompton Financial Limited ("BFL"). This includes the provision of certain senior management functions, certain accounting and administrative staff, office space, supplies and office equipment. Pursuant to this arrangement, BL is entitled to recover costs incurred in providing these services. During the three and nine months ended September 30, 2005, costs of $27 and $90 respectively (2004 - $26 and $50) were paid to BL. In addition, $239 was paid to BFL for loan fees and interest.


Prospectus and Rights Offering (Convertible Debentures)

On October 21, 2005 the Company filed a preliminary prospectus to issue to the shareholders of its outstanding common shares, transferable rights for each common share held, to subscribe for and purchase secured convertible debentures of the Company. At the end of the quarter, Welton had 33,001 common shares issued and outstanding. Rights will be fully transferable and divisible and will entitle the holder to purchase a convertible debenture in the principal amount of $100 at a price of $100. The coupon rate has not yet been determined. In connection with this offering BFL, in exchange for a fee of $83, has provided a standby commitment to acquire and exercise all rights not exercised.

The proceeds of the offering will be used to repay the $10.5 million bridge financing arranged for the acquisition of Era Oil & Gas Corp. that was completed on September 2, 2005.

On October 17, 2005 Era was wound up into Welton.


As a result of the acquisition of Infiniti, the Company assumed a commitment of a Net Profits Interest Agreement ("NPI") for $3,757 which includes accrued interest of $500 as of September 30, 2005. The NPI and these amounts are reflected in the Company's reserve reports. The principal amounts of the NPI Debentures accrue interest from October 1, 2001, at the simple rate of the Royal Bank of Canada prime rate plus two percent (2%). The principal and interest are to be repaid if, and when, there is a net profit of the Company's production from the Brazeau River Nisku "I" Pool ("Net Profits"), without recourse against any of the Company's other petroleum and natural gas assets. These net profits are contingent upon the development of this property. Any payments are to be made from fifty percent (50%) of Net Profits, until the NPI has been fully repaid. Thereafter, the Company will pay ten percent (10%) of Net Profits.

The Company's costs to be deducted from revenues in calculating Net Profits include the Company's share of capital and operating costs and overhead expenses. Costs not recovered in a period are carried forward to subsequent periods until recovered, and bear interest at the same rate as noted above.


Certain information provided for prior periods has been reclassified to conform to the presentation adopted in 2005.

Contact Information

  • Welton Energy Corporation
    Donald Engle
    (403) 215-4747