Razor Energy Corp. ("
Razor" or the
"
Company") (TSXV: RZE) is pleased to announce that
it has secured an extension to its existing non-revolving term loan
facility from Alberta Investment Management Corporation (“AIMCo”),
on behalf of certain of AIMCo’s clients, for an amended principal
amount of $50.1 million (the “Second Amended and Restated Loan
Agreement” or the “Term Loan Facility”). The terms of the Term Loan
Facility are materially unchanged from the previous Amended Term
Loan Facility established in January 2017. Principal is due January
31, 2024 with an interest rate of 10%, payable semi-annually.
As consideration for the Term Loan Facility,
FutEra Power Corp. (“FutEra”), currently a wholly owned subsidiary
of Razor, will, on closing of the Term Loan Facility, grant AIMCo
common shares of FutEra representing 22.4% of the total outstanding
common shares. In the event that the Swan Hills Geothermal Project
has not been funded by July 31, 2021, the shares issued as part of
this transaction shall be returned to Razor and a bonus payment of
$3.5 million will be added to the principal amount of the Term Loan
Facility.
The Company is grateful for its partnership with
AIMCo and appreciates the continued support from AIMCo as both a
major shareholder and senior lender.
TERM LOAN
Concurrent with the AIMCo extension, a
subsidiary of Razor entered into a new term loan agreement with an
affiliate of Arena Investors, LP in the principal amount of
US$11,042,617 (the “Term Loan”). Arena Investors is an
institutional asset manager with US$2.2 billion of committed assets
under management that specializes in providing innovative capital
solutions for middle market companies.
Greg White, Arena’s Head of Energy Investments
remarked "We are delighted to be able to meet Razor’s liquidity
needs as this facility fits well within our focus of providing
flexible debt solutions to the independent oil and gas producer
space. It's a pleasure to be a new capital provider to a company of
as high a caliber as Razor, and we look forward to continuing to
grow with the Company. Arena is optimistic about the recovery of
the Canadian energy market and we believe it is underserved by
capital providers.”
The Term Loan will be repaid over 29 months
commencing April 1, 2021. Principal and interest payments are to be
paid monthly. The funded principal amount, after the original
issuer discount, is US$10,035,000. The Term Loan carries a fixed
annual interest rate of 7.875%. Security consists of a first lien
on all assets within Razor Royalties Limited Partnership and Razor
Holdings GP Corp. as further described below. The Term Loan is also
secured by a second lien on the assets of Razor, excluding Razor’s
subsidiaries Blade Energy Services Corp. (“Blade”), FutEra and its
subsidiaries, and Razor Resources Corp.
The intended use of proceeds is:
|
US |
CAD1 |
Well reactivations and associated spending |
$8,552,000 |
$10,825,316 |
Hedging |
$770,000 |
$974,684 |
Transaction fees and upfront payments |
$713,000 |
$902,532 |
Total |
$10,035,000 |
$12,702,532 |
1 Converted at $US 1.00 =$CAD 0.79 |
|
|
The well reactivation activity will start
immediately and extend into 2022. Razor has an extensive
opportunity set of high-quality wells requiring reactivation. In
aggregate, the annual base decline of these wells is anticipated to
be consistent with the Company’s current corporate decline of
approximately 12 percent. In its history the Company has
reactivated over 60 wells adding approximately 2,000 boepd and it
expects that the upcoming program will result in similar favorable
outcomes.
Athena Capital Markets Ltd. provided advisory
services in relation to the Term Loan.
RELATED ROYALTY SALE
In conjunction with closing of the Term Loan,
the Company has sold a 9% royalty on all corporate production (the
“Gross Overriding Royalty” or “GORR”) to a newly established
limited partnership named Razor Royalties Limited Partnership
(“RRLP”). There will be two partners within the partnership. The
general partner will be Razor Holdings GP Corp., a newly formed,
wholly owned subsidiary of the Company and the limited partner will
be the Company.
Once the Term Loan is repaid by RRLP, the
security associated with the Term Loan will terminate. It is
intended that the GORR and associated burdens will continue to
exist in perpetuity within RRLP to the benefit of its partners.
About Razor
Razor is a publicly traded junior oil and gas
development and production company headquartered in Calgary,
Alberta, concentrated on acquiring, and subsequently enhancing,
producing oil and gas properties primarily in Alberta. The Company
is led by experienced management and a strong, committed Board of
Directors, with a long-term vision of growth, focused on efficiency
and cost control in all areas of the business. Razor currently
trades on TSXV under the ticker
"RZE".www.razor-energy.com
In addition to the subsidiary and partnership
discussed herein, Razor has two other active subsidiaries, FutEra
and Blade.
About FutEra
FutEra leverages Alberta’s resource industry
innovation and experience to create transitional power and
sustainable infrastructure solutions to commercial markets and
communities, both in Canada and globally. Currently it is
developing a 21 megawatt co-produced geothermal and natural gas
hybrid power project in Swan Hills,
Alberta.www.futerapower.com
About Blade
Operating in west central Alberta, Blade’s
primary services include fluid hauling, road maintenance, earth
works including well site reclamation and other oilfield
services.www.blade-es.com
About Arena Investors
Arena Investors is an institutional asset
manager founded in partnership with The Westaim Corporation (TSXV:
WED). With $2.2 billion of committed assets under management as of
January 1, 2021, and a team of over 60 employees in offices
globally, Arena provides creative solutions for those seeking
capital in special situations. The firm brings individuals with
decades of experience, a track record of comfort with complexity,
the ability to deliver within time constraints, and the flexibility
to engage in transactions that cannot be addressed by banks and
other conventional financial institutions.
For additional information please
contact:
Doug BaileyPresident and Chief Executive Officer |
OR |
Kevin BraunChief Financial Officer |
Razor Energy
Corp.800, 500-5th Ave SWCalgary, Alberta T2P 3L5Telephone: (403)
262-0242www.razor-energy.com |
READER ADVISORIES
FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning,
but not limited to, the Company’s extension of its’ term loan
facility, debt financing, related royalty sale, corporate structure
and well reactivation plans. In addition, the use of any of the
words “anticipate”, “believe”, “intend”, “is”, “will”, “expect” and
similar expressions are intended to identify forward-looking
statements.
The forward-looking statements are based on
certain key expectations and assumptions made by the Company,
including but not limited to expectations and assumptions
concerning the continued availability of capital, current
legislation, receipt of required regulatory approvals, the timely
performance by third-parties of contractual obligations, the
success of reactivation, drilling and development activities, the
performance of existing wells, the performance of new wells, the
Company’s growth strategy, general economic conditions,
availability of required equipment and services, prevailing
commodity prices, price volatility, price differentials and the
actual prices received for the Company's products. Although the
Company 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 the
Company 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, risks associated with the oil and
gas industry and geothermal electricity projects 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; variability in
geothermal resources; as the uncertainty of reserve estimates; the
uncertainty of estimates and projections relating to production,
costs and expenses, and health, safety and environmental risks),
electricity and commodity price and exchange rate fluctuations,
changes in legislation affecting the oil and gas and geothermal
industries and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development
projects or capital expenditures. Please refer to the risk factors
identified in the annual information form and management discussion
and analysis of the Company which are available on SEDAR at
www.sedar.com.
In addition, the effects, risks and impacts
related to widespread pandemic outbreaks, including the coronavirus
disease (COVID -19), and any related actions taken by businesses
and governments, may affect the ongoing results, commodity prices,
industry conditions and activity levels, currency exchange rates,
financial positions or results of the Company, and such effects,
risks and impacts are unknown at this time and could cause the
Company’s actual results to differ materially from the
forward-looking statements contained herein.
The forward-looking statements contained in this
press release are made as of the date hereof and the Company
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.
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 press release.
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