CALGARY, ALBERTA--(Marketwire - Oct. 20,
2010) - NAL Oil & Gas Trust (the "Trust" or "NAL") (TSX:NAE.UN)
today announced that its board of directors (the "Board"), unanimously
approved the conversion of the Trust to an exploration and production
("E&P") corporation to be named NAL Energy Corporation (the
"Corporation").
RATIONALE FOR CONVERSION
Since late 2006, NAL has accomplished fundamental changes in its
business in response to the announced "Tax Fairness Plan" in respect of
certain specified investment flow-through ("SIFT") trusts and
partnerships by the Department of Finance (Canada) on October 31, 2006
and enacted into legislation by the Government of Canada in June 2007
(the "SIFT Rules").
NAL management believes these changes have positioned the Trust for long-term sustainability and success by:
-- Enhancing its technical capability through an increase in geological and
geophysical staff
-- Building significant acreage positions in existing core areas with a
focus on high quality light oil and liquids rich natural gas resources
with significant drilling inventory upside
-- Encouraging a culture of "innovation" and the generation of
opportunities in-house
-- Maintaining financial flexibility to manage commodity price volatility
-- Adding significant tax pools to shelter future earnings
APPROVALS, TIMING AND MECHANICS OF THE ARRANGEMENT
NAL has scheduled a special meeting of Unitholders (the "Special
Meeting") to be held at 3:00 pm (MST) on December 16, 2010 in the
McMurray Room of the Petroleum Club, 319 - 5th Avenue S.W., Calgary,
Alberta, to consider a proposed arrangement pursuant to the Business
Corporations Act (Alberta) (the "Arrangement") involving the
Corporation, NAL and a number of NAL's subsidiaries, pursuant to which
NAL will be reorganized into a dividend paying corporation. The
Arrangement is expected to be completed on or about December 31, 2010
and will be subject to the satisfaction of a number of conditions
including, among other things, the approval of unitholders and the Court
of Queen's Bench of Alberta.
Under the planned conversion, NAL unitholders will receive one
common share of the Corporation in exchange for each NAL trust unit they
hold. The conversion is intended to be tax deferred for Canadian
residents. Also under the conversion, NAL's issued and outstanding
convertible unsecured subordinated debentures will be assumed by the
Corporation.
NAL expects the common shares issued, and the convertible debentures
assumed, by the Corporation to trade on the Toronto Stock Exchange
following the completion of the corporate conversion with the "NAE"
ticker symbol. The trust units of NAL will be delisted following
completion of the conversion. The conversion will not trigger or
accelerate any payments under compensation plans or employment
agreements for employees of the manager of the Trust or the officers or
directors of NAL.
After due consideration of the financial and other impacts of the
conversion, including the potential impact on NAL and its unitholders as
well as other relevant matters, the Board has unanimously determined
that the conversion, including the transactions and other matters
related thereto, is in the best interests of NAL and its unitholders and
is fair to the unitholders. Accordingly, the Board unanimously
recommends that unitholders vote in favour of the resolution approving
the Arrangement at the Special Meeting.
NAL's senior management team and directors will continue to serve in
their current roles with the Corporation. A management information
circular and proxy statement outlining the details of the matters to be
dealt with at the Special Meeting is expected to be mailed to
unitholders in November 2010 and will be available on SEDAR (
www.sedar.com) and NAL's website (
www.nal.ca).
CORPORATE DIVIDEND
NAL's corporate strategy is expected to deliver total return by
focusing on income with modest growth. Effective with the proposed
conversion to a corporation and commencing with the January 2011
dividend payable in February 2011, NAL anticipates paying a monthly
dividend of $0.07 per share, a reduction from the current monthly cash
distribution of $0.09 per unit. From a Canadian taxable shareholder
perspective, the new dividend level will be approximately equivalent, on
an after tax basis, to our current distribution and implies a current
yield of approximately 6.8% based upon the Trust's October 19, 2010
closing unit price of $12.38.
The new dividend level will allow for a greater proportion of
internally generated cash flow to be allocated to the Corporation's
attractive light oil development programs.
The Board will continue to assess dividend levels taking into
consideration commodity prices, internal capital investment
opportunities, forecast cash flow of the Corporation, financial market
conditions, availability of financing and taxability.
2011 OUTLOOK
NAL management remains encouraged by current drilling and
development programs in the Trust's core Mississippian and Cardium light
oil regions of southeast Saskatchewan and central Alberta. A
preliminary view of NAL's development program for 2011 will see the
Trust continue to direct approximately 75% - 85% percent of the proposed
development capital toward light oil projects and remain relatively
balanced between Cardium oil projects in Alberta and Mississippian oil
projects in Saskatchewan.
Based upon success in the 2010 development program, NAL's
preliminary estimates for the 2011 capital development program are in
the range of $200 - $230 million assuming commodity prices of
US$83.00/bbl West Texas Intermediate ("WTI") and C$4.25/mcf AECO and a
CAD/USD foreign exchange rate of $0.97. Based upon this range of
spending, the annual average production is expected to be between 30,000
- 31,500 boe/d in 2011.
Consistent with the Trust's budget and planning process, NAL intends
to provide its detailed 2011 guidance and operational plans at the end
of January 2011.
FORWARD LOOKING STATEMENTS
This press release contains statements that constitute
"forward-looking information" within the meaning of applicable
securities legislation. Forward looking information is typically
identified by words such as "anticipate", "estimate", "expect",
"forecast", "may", "will", "could", "plan", "intend", "should",
"believe", "outlook", "project", "potential", "target" and similar words
suggesting future events or future performance. This press release
contains forward-looking information pertaining to, among other things,
the conversion of the Trust to an E&P corporation, the anticipated
dividend policy of the Corporation, the development program for 2011,
estimated 2011 capital expenditures, the allocation of development
capital among oil projects and anticipated 2011 average production.
Various assumptions were used in drawing the conclusions contained
in the forward-looking information contained in this press release
including, without limitation, that all conditions to the completion of
the conversion will be satisfied as well as with respect to commodity
prices, exchange rates, the effectiveness of capital expenditures, the
success of NAL's 2010 drilling program and the production profile of
NAL's oil and gas reserves.
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. Undue reliance should not
be placed on forward-looking information. The material risk factors
include, but are not limited to, failure to obtain the approvals
required to complete the conversion of NAL to an E&P corporation,
changes in commodity prices and exchange rates, unanticipated operating
results or production declines, risks inherent in oil and gas
operations, the imprecision of reserve estimates, limited, unfavorable
or no access to capital or credit markets, the lack of availability of
qualified operating or management personnel, the inability to obtain
industry partner and other third party consents and approvals, when
required, general economic conditions in Canada, the United States and
globally, changes in government regulation of the oil and gas industry,
including environmental regulation, and other risk factors discussed in
other public filings of the Trust including the Trust's current Annual
Information Form. Readers are cautioned that the foregoing list of risk
factors is not exhaustive.
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
NAL Oil & Gas Trust provides investors with a yield-oriented
opportunity to participate in the Canadian upstream oil and gas
industry. The Trust generates monthly cash distributions for its
unitholders by pursuing a strategy of acquiring, developing, producing
and selling crude oil, natural gas and natural gas liquids from pools in
southeastern Saskatchewan, central Alberta, northeastern British
Columbia and Lake Erie, Ontario. Trust units trade on the Toronto Stock
Exchange under the symbol "NAE.UN".
Contact Information:
NAL Oil & Gas Trust
Clayton Paradis
Manager, Investor Relations
403.515.3435 or Toll Free: 888.223.8792
403.515.3407 (FAX)
investor.relations@nal.ca
www.nal.ca