CALGARY, ALBERTA–(Marketwired – May 3, 2017) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Pulse Oil Corp. (“Pulse” or the “Company”) (TSX VENTURE:PUL) announces that Pulse has signed two new agreements with arms-length parties to acquire independently assessed proven producing oil and gas reserves in Alberta. These latest acquisitions meet Pulse’s criteria of acquiring low-risk, low-cost producing assets with drilling and enhanced oil recovery upside at attractive prices, the details of which are summarized immediately below.
OVERVIEW OF OIL & GAS ASSETS:
Pulse’s summary of key oil and gas asset details as of closing of the acquisitions and financing are as follows and are described on a BOE basis.
|
Property |
Net Production: BOE/Day |
Projected BOE/Day in 8 to 12 Months |
Proved |
Proved and Probable (“2p”)(4) |
Proved: |
Proved and Probable: NPV10(4) |
Net |
| Mannville SA | 100 | 850 | 529,000 (3) | 1,031,000 (3) | $1,171,000 (3) | $5,524,000 (3) | 30,878 |
| Whiskey Creek (5) | 85 | 350 | 267,000 (2) | 329,000 (2) | $3,506,400 (2) | $4,184,500 (2) | 43,424 |
| Bigoray (5) | 35 | 250 | 464,000 (1) | 695,000 (1) | $4,058,800 (1) | $6,161,800 (1) | 7,276 |
| Total | 220 | 1,450 | 1,260,000 | 2,055,000 | $8,736,200 | $15,870,300 | 81,578 |
| (1) Bigoray independent reserve evaluation completed by McDaniel & Associates Consultants Ltd. (“McDaniel”) effective December 31, 2016. |
| (2) Whiskey Creek independent reserve evaluation completed by McDaniel & Associates Consultants Ltd. effective July 1, 2016. |
| (3) Mannville SA independent reserve evaluation completed by Sproule Associates Limited effective February 28, 2017. |
| (4) Reserve estimates for each independent reserve evaluation report have been prepared by a qualified reserve evaluator in accordance with NI 51-101. The total net present values (NPV10) presented in the above table are before tax and are based on different effective dates as noted and NPV10’s do not represent the fair market value of the reserves. |
| (5) NPV10’s use forecast pricing and costs based on the opinion of the independent reserve evaluator of the future crude oil, natural gas and natural gas product prices on the effective date of the reserve evaluation and escalate annually at a rate of 2% per year, in Canadian dollars. The forecast of commodity prices used in for Whiskey Creek and Bigoray can be found at http://www.mcdan.com/priceforecast and for Mannville SA at https://www.sproule.com/insights/sproule-price-forecasts/forecast-archive. |
For a further breakdown of reserves, per property, please see the detailed table provided below.
Garth Johnson, CEO of Pulse Oil Corp. stated, “We are excited to be making these impactful acquisitions. These assets provide economical entries into low risk, producing fairways in Alberta, while meeting our criteria of adding producing assets, immediate cash flow and low-risk, low-cost opportunities to increase shareholder value substantially through drilling, technology, optimization and enhanced oil recovery.”
Specific details of Pulse’s current assets (Bigoray) and our latest agreements to acquire two more strategic assets (Mannville SA and Whiskey Creek) are described below. The acquisitions are subject to receipt of TSX Venture Exchange approval.
Mannville SA: Pulse signed a definitive agreement with an arms-length private company incorporated in the Province of Alberta to acquire these 100% owned and operated assets that consist of proved and probable reserves of 1,031,000 BOE (NPV10: $5,524,000) and approximately 100 BOE/D of current production within 30,878 net acres of land. The assets contain a minimum of 20 drill-ready horizontal Mannville locations identified within established oil pools. The Mannville formation is known as a prolific producing formation with strong initial production rates and long-life predictable production. Pulse is excited by this opportunity to increase production with costs less than $1.5 million per well, drilled, completed and tied in. Pulse feels the low-risk nature of these producing assets, when combined with the upside potential of low-cost horizontal drilling operations, will allow Pulse to grow in strength and size quickly without significant risk to our shareholders.
In addition to the large inventory of existing Mannville drilling locations, Pulse plans to utilize its 3D seismic data base to expand its horizontal drilling inventory in the Mannville, as well as further delineate identified opportunities in the Ellerslie, Pekisko/Shunda and Nisku formations.
The purchase price of the Mannville SA asset is $1.71 million, payable with $1.35 million in cash and 3 million in shares of Pulse at a deemed issue price of $0.12, amounting to $360,000, and equalling the closing offering price of the Subscription Receipts in the Financing (see below for details).
Whiskey Creek: The Whiskey Creek light oil and gas assets average +60% working interest throughout the Red Earth area of Alberta, as well as sweet gas upside in the Whiskey Creek area of Southern Alberta. The assets contain proved and probable reserves of 329,000 BOE (NPV10: $4,184,500) and approximately 85 BOE/d of production. Pulse is enthusiastic about upside associated with the Whiskey Creek assets, including the opportunity for low risk uphole completions in current wells, re-activations and work-overs in dozens of proven producing wells, and infrastructure optimization, all contributing to increasing production and cash-flow immediately after closing the acquisition. The Whiskey Creek assets cover 43,424 acres of land, offering Pulse the opportunity to further delineate and develop these assets for years to come, while current production and early stage production increases offer long-life reserves and steady production/cash-flow to fund future operations.
The purchase price for the Whiskey Creek assets is $1.2 million paid with 10 million common shares of Pulse at closing at a deemed price per share equal to the offering price of the Subscription Receipts in the Financing (see below for details).
Bigoray: Pulse acquired a 50% interest in Bigoray in February 2017 upon completion of its qualifying transaction. The Bigoray light-oil assets appealed to Pulse due to strong immediate cash flow, large proved reserves and high-working interest upside. Currently the assets are waiting on a capital injection to restart behind-pipe production in existing wells, increasing production quickly in the Cardium, Pekisko and Nisku light oil formations along with the Mannville gas pools. Pulse anticipates early-stage operations to increase production from approximately 35 BOE/D net to Pulse, to approximately 250 BOE/D net once proven, producing wells are placed back into production.
In the medium-term, Pulse is also excited about the opportunity to increase reserves, production and cash-flow by utilizing proven enhanced oil recovery technology in two producing Nisku Pinnacle Reefs (“NPR’s”) contained within the Bigoray assets. With approximately 50 offsetting NPR’s surrounding Pulse’s Bigoray assets having recovered an average of 80% of petroleum initially in place (“PIIP”), Pulse plans to implement the same enhanced oil recovery (EOR) technology in their two working interest NPR’s which have averaged only 35% recovery to date. The Bigoray assets provide Pulse a substantial opportunity to expand reserves and production materially, without significant risk.
The purchase price for the 50% interest in the Bigoray assets included an initial payment of $750,000 at closing, with a commitment should Pulse wish to retain a 50% interest in the Bigoray assets by paying $3 million in capital costs to conduct recompletions work focused on restarting behind-pipe production. To date, Pulse, in alignment with the capital commitment timing in the purchase and sale agreement, has paid an additional $250,000, with plans to pay $1 million in capital work commitments by June 30, 2017 and $1.75 million in work commitments on September 29, 2017. Pulse also holds an option until October 20, 2017, to buy the remaining 50% of the Bigoray assets for $4.25 million, after increasing production and cashflow from the assets from the planned work program.
More data and videos related to the Bigoray Assets are available at Pulse’s website at www.pulseoilcorp.com.
OVERVIEW OF FINANCING AND USE OF PROCEEDS:
Proposed Financing (“Financing”): Pulse has entered into an agreement with Mackie Research Capital Corporation (“MRCC”) to act as lead agent to raise, on a best-efforts private placement basis, gross proceeds of up to $8.0 million.
The Financing will consist of up to $4.4 million in subscription receipts (“Subscription Receipts”) to be issued at a price of $0.12 each. The purchasers of the Subscription Receipts will automatically receive, for no additional consideration and without any action on their part, for every Subscription Receipt held, one unit of Pulse (a “Unit”) comprised of one common share of the Company (a “Unit Common Share”) and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one common share (a “Warrant Share”) at an exercise price of $0.17 per share for a period of 24 months following closing of the Financing.
In addition to the Subscription Receipts financing outlined above, Pulse will also be offering up to $3.6 million in flow-through units (“Flow-Through Units”) to be issued at a price of $0.13 per Flow-Through Unit. Each Flow-Through Unit shall consist of one common share to be issued on a “flow through” basis pursuant to the Income Tax Act (Canada) (“Flow-Through Shares”) and one Warrant Share (also exercisable at an exercise price of $0.17 per share for a period of 24 months).
MRCC will have an option (the “Over-Allotment Option”) to offer up to an additional 15% in Subscription Receipts prior to closing of the Financing. MRCC will have no obligation whatsoever to exercise the Over-Allotment Option, in whole or in part.
Members of the board, management, insiders and certain accredited investors plan to participate in this private placement financing alongside investors for up to $700,000, including Pulse’s CEO participating for approximately $200,000.
The gross proceeds from the sale of Subscription Receipts pursuant to the Financing will be held in escrow pending completion of the strategic acquisitions described above. If the strategic acquisitions are completed at or before 5:00 p.m. (Toronto time) on the date which is 120 days after the closing of the Financing, the net proceeds from the sale of the Subscription Receipts will be released from escrow to the Company. If the strategic acquisitions are not completed by 5:00 p.m. (Toronto time) within 120 days after the closing of the Financing then the purchase price for the Subscription Receipts will be returned pro rata to the subscribers, together with a pro rata portion of interest earned on the escrowed funds.
The Company will use commercially reasonable efforts to obtain the necessary approvals to list the Flow-Through Shares, the Unit Common Shares, the Warrants and the Warrant Shares on the TSX Venture Exchange. All securities issued in the Financing will be subject to a four month hold period from the date of closing of the Financing.
For each Flow-Through Share, the Company will covenant to incur and renounce to the subscriber, for the fiscal year ended December 31, 2017, qualifying “Canadian exploration expenses” within the meaning of the Income Tax Act (Canada) in an amount equal to the purchase price of the Flow-Through Unit.
The use of proceeds in respect of the Financing alongside the reinvestment of the Company’s increasing cash flows over the next 12 months focuses exclusively on low-risk operations to complete the acquisitions of the Bigoray and Mannville SA assets, increase production and cash flow immediately and fund the initial horizontal drilling operations in the Mannville Formation as follows:
|
Planned Use of Proceeds |
Without Warrants Exercised(1) |
Warrants Exercised(2) |
||
| Mannville SA: | ||||
| Purchase price | $ | 1,350,000 | $ | 1,350,000 |
| Drilling of up to three Mannville horizontal wells | $ | 4,500,000 | $ | – |
| Drilling of up to six Mannville horizontal wells | $ | 9,000,000 | ||
| Bigoray: | ||||
| Exercise option to buy 100% of Bigoray | $ | – | $ | 4,250,000 |
| Purchase price capex for recompletions and re-start production | $ | 2,750,000 | $ | 2,750,000 |
| Preparation for enhanced oil recovery project | $ | – | $ | 250,000 |
| Whiskey Creek: | ||||
| Reactivations, production optimization and workovers | $ | 500,000 | $ | 500,000 |
| Uphole recompletions to bring on behind pipe production | $ | 700,000 | $ | 700,000 |
| General Corporate Purposes | $ | 310,000 | $ | 1,375,744 |
| Total Use of Proceeds: | $ | 10,110,000 | $ | 20,175,744 |
| (1) Assuming $8,000,000 raised via Financing, less fees, cash flow of ~$3,000,000 from operations and no Warrant proceeds. |
| (2) Assuming $8,000,000 raised via Financing, less fees, cash flow of ~$3,000,000 from operations and Warrant proceeds of $10,941,026 less fees. |
The Subscription Receipts and Flow-Through Units will be offered in all provinces of Canada other than Québec. Completion of the Financing is subject to certain closing conditions, including the receipt of all necessary approvals of the TSX Venture Exchange. Subject to satisfaction or waiver of all such conditions, closing of the Financing is expected to occur on or about May 29, 2017.
DETAILED BREAKDOWN OF OIL & GAS ASSETS:
Pulse’s summary of key oil and gas asset details as of closing of the acquisitions and financing are as follows and are described in detail below and are prepared on a BOE basis:
|
Property |
Proved |
Proved |
Proved |
Probable |
Total |
| Mannville SA: | |||||
| Light and Medium Oil | 13,700 | – | 144,900 | 174,700 | 333,300 |
| Natural Gas | 93,167 | – | 207,667 | 266,500 | 567,334 |
| NGL | 21,500 | – | 48,000 | 61,600 | 131,100 |
| Total: (3) | 128,367 | – | 400,567 | 502,800 | 1,031,734 |
| Whiskey Creek: | |||||
| Light and Medium Oil | 182,100 | 58,800 | – | 28,300 | 269,200 |
| Natural Gas | 24,100 | – | – | 30,600 | 54,700 |
| NGL | 2,100 | – | – | 3,000 | 5,100 |
| Total: (2) | 208,300 | 58,800 | – | 61,900 | 329,000 |
| Bigoray: | |||||
| Light and Medium Oil | – | 259,000 | – | 61,000 | 320,000 |
| Heavy Oil | – | 13,000 | 99,100 | 112,100 | |
| Natural Gas | 15,367 | 123,283 | – | 51,717 | 190,367 |
| NGL | 8,800 | 44,600 | – | 19,100 | 72,500 |
| Total: (1) | 24,167 | 439,883 | – | 230,917 | 694,967 |
| (1) Bigoray independent reserve evaluation completed by McDaniel & Associates Consultants Ltd. effective December 31, 2016. |
| (2) Whiskey Creek independent reserve evaluation completed by McDaniel & Associates Consultants Ltd. effective July 1, 2016. |
| (3) Mannville SA independent reserve evaluation completed by Sproule Associates Limited effective February 28, 2017. |
Reserve estimates for each independent reserve evaluation report have been prepared by a qualified reserve evaluator in accordance with NI 51-101. The totals presented in the above table are based on different effective dates and therefore may not be representative of the assets in total.
For further information on Pulse please visit www.sedar.com or www.pulseoilcorp.com.
About Pulse Oil Corp.
Pulse is a Canadian company incorporated on September 17, 2012 under the Business Corporation Act of Alberta and has plans to become a leading oil and gas company. Pulse will focus on acquiring affordable, small to medium sized proven oil and gas assets with significant upside. The Company plans to achieve further growth through low-risk, technically diligent drilling, infrastructure ownership and reserve growth utilizing new technology and proven enhanced oil recovery techniques.
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release.
READER ADVISORY
This press release contains forward-looking information including but not limited to the expected completion of the Financing and the planned use of proceeds of the Financing.. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations 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.
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. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Pulse Oil Corp. The securities of Pulse Oil Corp. have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
Garth Johnson
CEO
(604) 306-4421
garth@pulseoilcorp.com
Drew Cadenhead
President and COO
(403) 714-2336
drew@pulseoilcorp.com