CALGARY, ALBERTA--(Marketwire - Feb. 11,
2008) - NAL Oil & Gas Trust ("NAL" or the "Trust") (TSX:NAE.UN)
today announced that it has entered into an arrangement agreement (the
"Arrangement Agreement") with two private oil and gas companies,
Tiberius Exploration Inc. and Spear Exploration Inc. (collectively, the
"Private Companies") pursuant to which NAL will acquire all of the
issued and outstanding common shares of the Private Companies (the
"Proposed Transaction") by way of a plan of arrangement under the
Business Corporations Act (Alberta) (the "Arrangement") for total
consideration of approximately $115 million, subject to adjustment,
consisting of approximately 2.35 million Trust Units of the Trust and
approximately $86.25 million in cash.
The Trust has entered into a further agreement with its strategic
partner, The Manufacturers Life Insurance Company ("MLI"), to contribute
the assets of the Private Companies to a limited partnership owned as
to a 50% interest by each of NAL and MLI immediately following the
closing of the Arrangement. MLI will acquire its 50% interest in the
limited partnership by payment of one-half of the purchase price for the
Private Companies under the Proposed Transaction. Consequently, the
total acquisition cost to NAL of its 50% interest in the acquired
properties will be approximately $57.5 million, subject to adjustment,
comprised of approximately $28.75 million in cash and approximately 2.35
million Trust Units.
In a separate transaction, NAL recently purchased certain assets in
the Steelman/Elswick area from a third private company for $6.75 million
in cash. NAL currently operates these properties.
Acquisition Highlights (NAL's 50% Share)
The Private Companies own and operate 51/4 sections of land in
Southeast Saskatchewan immediately adjacent to NAL's Alida properties.
The Proposed Transaction will add 2.1 million barrels of proved plus
probable oil equivalent ("boe") reserves in NAL's largest core area. The
aggregate January production from the properties to be acquired from
the Private Companies was 925 boe per day. The new properties will
contribute primarily light oil production from the Tilston formation,
along with associated natural gas and natural gas liquids. Royalties are
expected to be less than 16 percent and operating costs are in the
$7.50 per boe range, resulting in netbacks of over $60.00 per boe at
current oil prices. The Steelman/Elswick assets will contribute
approximately 75 boe per day of light oil production.
Based on NAL's commodity price and exchange rate assumptions, these
acquisitions are anticipated to be accretive to funds flow from
operations on a per unit basis in both 2008 and 2009, while the impact
on NAL's debt to cash flow ratio is neutral. Going forward, NAL has
identified opportunities for reserves additions through incremental
drilling and increased recovery factors, as well as savings due to
operating cost synergies and consolidation of production infrastructure.
Management and Board Recommendations
The Boards of Directors of each of the Private Companies and NAL
Energy Inc. ("NAL Energy") have unanimously approved the Proposed
Transaction. The Boards of Directors of each of the Private Companies
has concluded that the Proposed Transaction is fair to the shareholders
of the Private Companies, is in the best interests of their respective
shareholders, and have resolved to recommend that holders of the Private
Companies' common shares vote their shares in favour of the Proposed
Transaction. The directors and officers of the Private Companies have
entered into support agreements to vote their securities in favour of
the Arrangement. The Arrangement Agreement provides for non-completion
fees to be payable by each of the Private Companies to NAL in certain
circumstances if the Arrangement is not completed.
Closing of the Proposed Transaction is expected to occur on or
before the end of February 2008 but no later than March 31, 2008,
subject to the satisfaction of certain conditions including approval of
the Private Companies' shareholders and the Court of Queen's Bench of
Alberta.
GMP Securities L.P. ("GMP") is acting as the exclusive financial
advisor to each of the Private Companies in respect of the Arrangement.
GMP has advised the Boards of Directors of each of the Private Companies
that it is of the opinion, as of the date hereof, that the
consideration to be received by the Private Companies' shareholders
pursuant to the Arrangement is fair, from a financial point of view, to
the Private Companies' shareholders.
Related Party Considerations
The contribution of the assets of the Private Companies to the
limited partnership owned equally by NAL and MFC may be considered a
"related party" transaction for purposes of Multilateral Instrument
61-101 ("MI 61-101") as NAL Resources Management Limited ("NAL
Management"), the manager of the Trust, is also a wholly-owned
subsidiary of MLI. The contribution of the assets of the Private
Companies to the limited partnership was considered, evaluated and
approved by the Board of Directors of NAL Energy. The Board of Directors
of NAL Energy oversees the acquisition and disposition of oil and gas
properties by the Trust. The majority of the directors of NAL Energy are
independent of NAL Management and MLI and all of such directors are
elected directly by NAL's unitholders. The contribution of the
properties to the limited partnership owned by NAL and MLI is exempt
from the valuation and securityholder approval requirements of MI 61-101
in that, in the view of the directors of NAL Energy, neither the fair
market value of the properties of the Private Companies being
contributed to the limited partnership nor the fair market value of the
consideration being received for such properties exceeds 25% of the
market capitalization of the Trust.
Forward Looking Statements
This press release contains statements that constitute
"forward-looking information" or "forward-looking statements"
(collectively, "forward-looking information") within the meaning of
applicable securities legislation. This forward-looking information
includes, among others, statements regarding: business plans for
drilling, exploration and development; estimates of production and
operations performance; estimated amounts and timing of capital
expenditures; estimates of operating costs and unit operating costs;
business strategy and plans or budgets; estimated timing and results of
new development; and other expectations, beliefs, plans, goals,
objectives, assumptions, information and statements about possible
future events, conditions, results of operations or performance.
Various assumptions were used in drawing the conclusions or making
the forecasts and projections contained in the forward-looking
information contained in this press release. Undue reliance should not
be placed on forward-looking information. Forward-looking information is
based on current expectations, estimates and projections that involve a
number of risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by NAL and
described in the forward-looking information contained in this press
release. The material risk factors include, but are not limited to:
delays in completion or non-completion of the Proposed Transaction, the
risks of the oil and gas industry, such as operational risks in
exploring for, developing and producing oil and natural gas, market
demand and unpredictable facilities outages; risks and uncertainties
involving geology of oil and gas deposits; the uncertainty of estimates
and projections relating to production, costs and expenses; potential
delays or changes in plans with respect to exploration or development
projects or capital expenditures; fluctuations in oil and gas prices,
foreign currency exchange rates and interest rates; the outcome and
effects of any future acquisitions and dispositions; safety and
environmental risks; uncertainties as to the availability and cost of
financing and changes in capital markets; competitive actions of other
industry participants; changes in general economic and business
conditions; the possibility that government policies or laws may change
or governmental approvals may be delayed or withheld; results of NAL's
risk mitigation strategies, including insurance; and NAL's ability to
implement its business strategy. Readers are cautioned that the
foregoing list of risk factors is not exhaustive. Additional information
on these and other factors which could affect NAL's operations or
financial results are included in NAL's most recent Annual Information
Form and Annual Financial Report. In addition, information is available
in NAL's other reports on file with Canadian securities regulatory
authorities.
Forward-looking information is based on the estimates and opinions of NAL's management at the time the information is released.
Boe Conversion
Throughout this press release, the calculation of barrels of oil
equivalent (boe) is calculated at a conversion rate of six thousand
cubic feet (mcf) of natural gas for one barrel of oil and is based on an
energy equivalence conversion method. Boes may be misleading,
particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl
is based on an energy equivalence conversion method primarily
applicable at the burner tip and does not represent a value equivalence
at the wellhead.
About NAL Oil & Gas Trust
NAL Oil & Gas Trust is an open-end investment trust that
generates distributions through the acquisition, development, production
and marketing of crude oil, natural gas and natural gas liquids. The
Trust owns high quality assets in Alberta, Saskatchewan, British
Columbia and Ontario. Trust units trade on the Toronto Stock Exchange
under the symbol "NAE.UN".
Contact Information:
NAL Oil & Gas Trust
Gordon Currie
Manager, Investor Relations
(403) 294-3620 or Toll Free: 1-888-223-8792
(403) 515-3407 (FAX)
Email: investor.relations@nal.ca
Website: www.nal.ca