Condor Petroleum Inc. (“Condor” or the “Company”) (TSX:CPI) is
pleased to announce that its wholly owned subsidiary, Falcon Oil
& Gas Ltd (“Falcon”) has entered into a binding agreement
(“Sales Agreement”) to sell Falcon’s 100% interests in the Shoba
and Taskuduk production contracts and associated field equipment
for US$24.6 million (“Total Proceeds”) which, at the current
exchange rate of 1.33 is equivalent to approximately CA$32.7
million. The Sales Agreement provides for the buyer, a non-listed
international oil and gas group (“Buyer”) to pay an initial deposit
of US$3.8 million (“Deposit”) within 10 business days of signing
the Sales Agreement and the remaining amount is due upon closing
the transaction.
The CA$32.7 million equivalent (at current
exchange rates) of Total Proceeds equates to: CA$0.74 per
outstanding common share of the Company; CA$11.90 per barrel based
on the gross Company proved plus probable crude oil reserves as of
December 31, 2018 less production to June 30, 2019; and CA$25.11
per barrel based on the gross Company proved crude oil reserves as
of December 31, 2018 less production to June 30, 2019. See
“Reserves Advisory” below.
The transaction requires various consents from
the Government of Kazakhstan and is subject to the satisfaction of
certain commercial conditions that are customary for a transaction
of this nature. The transaction is expected to close in the first
quarter of 2020.
The Company intends to use the sale proceeds to:
pursue larger value growth opportunities within the region; pay
down amounts owing under its existing credit facility; conduct
additional activities to increase natural gas production in Turkey;
and resume Kazakhstan exploration activities once the 630 day
exploration extension is formalized for the Zharkamys Contract.
FORWARD-LOOKING STATEMENTS
Certain statements and information in this news
release constitute forward-looking information under applicable
securities legislation. Such statements and information are
generally identifiable by the terminology used, such as
“anticipate'', “intend”, “expect”, “plan”, “estimate”, “budget'',
“outlook'', “scheduled”, “may”, “will”, “should”, “could”, “would”,
“in the process of” or other similar wording. Forward-looking
information in this news release includes, but is not limited to,
information concerning: foreign currency exchange rates, including
the Canadian dollar equivalent of Total Proceeds both as of the
date of this press release and at the closing of the transaction,
which may result in a higher or lower Canadian dollar equivalent of
Total Proceeds; the timing and ability to receive the Deposit; the
timing and ability to obtain the required consents and satisfy the
various governmental and commercial conditions; the timing of the
closing of the transaction; the use of proceeds from the
transaction, including the repayment of amounts owing under
Condor’s credit facility; the timing and ability to pursue other
growth opportunities; the timing and ability to increase natural
gas production in Turkey; possible outcomes regarding the Zharkamys
Contract including the possibility that the term may be extended
or, conversely, that it may revert back to the Ministry; the timing
and ability to resume exploration activities on the Zharkamys
Contract property; the timing and ability to obtain various
approvals and conduct the Company’s planned exploration and
development activities; and related and general business strategies
and objectives.
Forward-looking statements involve the use of
certain assumptions that may not materialize or that may not be
accurate and are subject to known and unknown risks and
uncertainties and other factors, which may cause actual results or
events to differ materially from those expressed or implied by such
information. Condor’s operations are also subject to certain other
risks and uncertainties inherent with oil and gas operations and
additional information on these and other factors that could affect
Condor’s operations and financial results. These factors are
discussed in greater detail under “Risk Factors - Risks Relating to
the Company” in Condor's Annual Information Form, which may be
accessed through the SEDAR website (www.sedar.com). The Company
believes that the expectations reflected in these forward-looking
statements are reasonable, but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon.
Readers are cautioned that the foregoing list of
important factors affecting forward-looking information is not
exhaustive. The forward-looking information contained in this news
release are made as of the date of this news release and, except as
required by applicable law, Condor does not undertake any
obligation to update publicly or to revise any of the included
forward-looking information, whether as a result of new
information, future events or otherwise. The forward-looking
information contained in this news release is expressly qualified
by this cautionary statement.
RESERVES ADVISORY
The gross Company proved plus probable crude oil
reserves as of December 31, 2018 (2,854 Mbbl) less production to
June 30, 2019 (106 Mbbl) amounts to 2,748 Mbbl and the gross
Company proved crude oil reserves as of December 31, 2018 (1,408
Mbbl) less production to June 30, 2019 (106 Mbbl) amounts to 1,302
Mbbl.
This news release includes information
pertaining to the Evaluation of Crude Oil and Natural Gas Reserves
Kazakhstan as of December 31, 2018 prepared by independent reserves
evaluator McDaniel & Associates Consultants Ltd. (“McDaniel”).
The report was prepared by a qualified reserves evaluator in
accordance with definitions, standards and procedures contained in
the Canadian Oil and Gas Evaluation Handbook and National
Instrument 51-101, Standards of Disclosure for Oil and Gas
Activities ("NI 51-101") and is based on respective McDaniel
pricing effective December 31, 2018. Additional reserve information
as required under NI 51-101 is included in the Company's Annual
Information Form filed on SEDAR.
Statements relating to reserves and resources
are deemed to be forward looking statements, as they involve the
implied assessment, based on certain estimates and assumptions,
that the reserves and resources described exist in the quantities
predicted or estimated. The reserve and resource estimates
described herein are estimates only. The actual reserves and
resources may be greater or less than those calculated.
Estimates with respect to reserves and resources
that may be developed and produced in the future are often based
upon volumetric calculations, probabilistic methods and analogy to
similar types of reserves and resources, rather than upon actual
production history. Estimates based on these methods generally are
less reliable than those based on actual production history.
Subsequent evaluation of the same reserves and resources based upon
production history will result in variations, which may be
material, in the estimated reserves.
"Proved" reserves are those reserves that can be
estimated with a high degree of certainty to be recoverable. It is
likely that the actual remaining quantities recovered will exceed
the estimated Proved reserves.
"Probable" reserves are those additional
reserves that are less certain to be recovered than Proved
reserves. It is equally likely that the actual remaining quantities
recovered will be greater or less than the sum of the estimated
Proved plus Probable reserves.
ZHARKAMYS CONTRACT
The Company’s Zharkamys Contract was due to
expire on December 14, 2016. Prior to this date, the Kazakhstan
Chamber of International Commerce and subsequently the Kazakhstan
Civil Court (“Civil Court”) confirmed that a force majeure event
had occurred which, under Kazakhstan subsurface use law, can be the
basis for the Zharkamys Contract validity period to be extended for
a period of 630 days. In May 2017, the Kazakhstan Court of Appeal
(“Court of Appeal”), pursuant to an appeal filed by the Ministry,
ruled that the force majeure event was not recognized and reversed
the decision of the Civil Court. The Company referred the case to
the Kazakhstan Supreme Court (“Supreme Court”) and in November 2017
the Supreme Court ruling overturned both the Civil Court and the
Court of Appeal rulings and referred the case back to the Civil
Court for further review by a new panel of judges. In March 2018
the Civil Court ruling confirmed that the force majeure event had
occurred. In April 2018 the Ministry appealed the Civil Court
ruling and in May 2018 the Court of Appeal upheld the Civil Court
ruling that the force majeure event had occurred. The Ministry did
not appeal to the Supreme Court within the six months permitted by
Kazakhstan law. The Company has submitted an application to the
Ministry for the 630 day extension and expects the exploration
period to the Zharkamys Contract to be extended during 2019.
ABBREVIATIONS
The following is a summary of abbreviations used in this news
release:
CA$ |
Canadian
Dollars |
US$ |
United States Dollars |
Mbbl |
Thousand barrels of oil |
The TSX does not accept responsibility for the adequacy
or accuracy of this news release.
For further information, please contact Don
Streu, President and CEO or Sandy Quilty, Vice President of Finance
and CFO at 403-201-9694.
Condor Petroleum (TSX:CPI)
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