Intention for Secondary Quote of Common Shares with Admission to Trading on AIM
Calgary, Alberta and Houston, Texas – September 26, 2018—PetroTal Corp. (or the “Company”) (TSX-V: TAL), an exploration and production company focused on oil assets in Peru, is pleased to announce its intention to seek a secondary quotation of its common shares with their admission to trading on the London Stock Exchange’s AIM market (“AIM”), subject to preparation of the requisite documentation. The Company expects that the shares will begin trading by the end of this year.
The Company is seeking admission to AIM, alongside its current listing on the TSX Venture Exchange, in order to take advantage of AIM's liquidity, as well as to access a broader range of institutional investors. The Board believes that this will help expedite the unlocking the value of PetroTal’s Peruvian assets. PetroTal would be the only exclusively Peru focused independent oil and gas company quoted in London.
Strand Hanson Limited is acting as the Company’s Nominated Adviser on the proposed admission.
The Company will hold a special meeting of shareholders on Thursday, October 25, 2018 to amend the Articles of the Company in preparation for the secondary quotation. A management information circular and related meeting materials have been mailed to the Company’s registered shareholders and filed on SEDAR at www.sedar.com .
Key Highlights:
PetroTal is increasing production from the Bretaña oil field on Block 95, as well as evaluating the Osheki prospect in Block 107.
Bretaña oil field (Block 95):
- One of the largest undeveloped discoveries in Peru
- First oil achieved in June 2018, ahead of schedule
- Installation of initial Long-Term Testing Facilities to handle production of 5,000 barrels of oil per day (“bopd”) and 5,000 barrels of water per day is expected to be completed on schedule and under budget by late October, 2018
- Average September 2018 production is ~900 barrels of oil per day (“bopd”) naturally flowing, expected to increase to over 2,000 bopd by November 2018
- First development well to be spud in early 2019, allowing for production growth to 5,000 bopd by mid-2019 and to 10,000 bodp in early 2020.
- Significant proved + probable (2P) reserves of 39.8 million barrels of oil, independently verified by Netherland Sewell & Associates, Inc. (“NSAI”) effective as of December 31, 2017
- Attractive fiscal terms with an initial cash royalty of five percent, not surpassing eight percent at peak production
- Established routes to market with current production being sold at the Iquitos Refinery
Osheki light oil prospect (Block 107):
- Recent confirmation that Osheki prospect is estimated to hold 534 million barrels of mean prospective recoverable resources, estimated by NSAI effective as of June 30, 2018.
- Estimate is based on a recovery factor of 30 percent of the estimated 1.78 billion barrels of mean prospective original oil in place (“OOIP”)
- Currently in discussions with potential joint venture partners to drill Osheki
- Further potential material upside from additional leads in Block 107
Manolo Zuniga, President and Chief Executive Officer, said:
“We are focused on realizing the value of our material oil assets in Peru. A secondary quotation on London’s AIM would hopefully increase liquidity and allow us to broaden the shareholder register, at a time when we both are rapidly moving ahead with the development of Block 95 and continuing to assess potential partners for Block 107.
“We have achieved operational milestones, ahead of schedule and under budget, including the commencement of production at Bretaña. We have a team with track records of delivering results and creating value for shareholders. PetroTal is in a strong financial position with no debt, and our investment case is further de-risked by a relatively simple geological story. We are proud to be aligned with the Peruvian government as we play our part in helping the country increase production and reduce oil imports. I am very upbeat about the future as we continue our journey to become a Peruvian focused E&P of scale, creating value from our existing assets, and over time expanding the portfolio in Peru. We look forward to providing further updates on our progress in due course.”
ABOUT PETROTAL
PetroTal is a publicly-traded independent oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company’s management team has significant experience in developing oil fields in Northern Peru and is focused on safely and cost effectively developing and exploiting the Bretaña oil field in Block 95 and to continue to evaluate the promising Osheki prospect in Block 107.
For further information, please contact:
Greg Smith
Executive Vice President and Chief Financial Officer
Gsmith@Petrotal-Corp.com
T: (713) 609-9026
Manolo Zuniga
President and Chief Executive Officer
Mzuniga@Petrotal-Corp.com
T : (713) 609-9101
Mark Antelme / Henry Lerwill
Celicourt Communications
petrotal@celicourt.uk
T : 44 207 520 9261
http://petrotalcorp.wpengine.com/
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in the capital of the Company.
PRESENTATION OF OIL AND GAS INFORMATION
Prospective resources are the quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Estimates of prospective resources included in this press release relating to the Osheki prospect are based upon an independent assessment completed by NSAI, a qualified independent reserves evaluator as defined in Canadian National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), with an effective date of June 30, 2018, and prepared in accordance with the Canadian Oil and Gas Evaluation Handbook and the standards established by NI 51-101. For additional information about the Company’s prospective reserves, see the Company’s press release dated September 12, 2018.
This press release contains metrics commonly used in the oil and natural gas industry, such as operating netbacks (calculated on a per unit basis as oil revenues less royalties and barging, pipeline and lifting costs). These terms have been calculated by management and do not have a standardized meaning and may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide shareholders with measures to compare PetroTal’s operations over time. All oil and gas disclosure contained in this press release complies with the requirements of NI 51-101.
The term original oil in place (OOIP) is equivalent to total petroleum initially in place (“TPIIP”). TPIIP, as defined in the Canadian Oil and Gas Evaluation Handbook, is that quantity of petroleum that is estimated to exist in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations, prior to production, plus those estimated quantities in accumulations yet to be discovered. A portion of the TPIIP is considered undiscovered and there is no certainty that any portion of such undiscovered resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of such undiscovered resources. With respect to the portion of the TPIIP that is considered discovered resources, there is no certainty that it will be commercially viable to produce any portion of such discovered resources. A significant portion of the estimated volumes of TPIIP will never be recovered.
FORWARD-LOOKING STATEMENTS: This press release may contain certain statements that may be deemed to be forward-looking statements. Such statements relate to possible future events, including, but not limited to PetroTal’s business strategy, objectives, strength and focus, the intention to pursue a secondary listing on the AIM market and hold a special meeting of shareholders in relation thereto, intention of engaging joint venture partners to drill the Osheki prospect, expectations regarding existing and future wells, drilling and production in the Bretaña oil field and the timing thereof. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, "expect", “plan”, “estimate”, “potential”, “will”, “should”, “continue”, “may”, “objective” and similar expressions. In addition, statements relating to expected production, reserves, resources, recovery, costs and valuation 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 can be profitably produced in the future. 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 ability of existing infrastructure to deliver production and the anticipated capital expenditures associated therewith, reservoir characteristics, recovery factor, exploration upside, prevailing commodity prices and the actual prices received for PetroTal’s products, the availability and performance of drilling rigs, facilities, pipelines, other oilfield services and skilled labour, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the accuracy of PetroTal’s geological interpretation of its drilling and land opportunities, current legislation, receipt of required regulatory approval, the success of future drilling and development activities, the performance of new wells, the Company’s growth strategy, general economic conditions, availability of required equipment and services and prevailing commodity prices. 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 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; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; and health, safety and environmental risks), commodity price and exchange rate fluctuations, legal, political and economic instability in Peru, access to transportation routes and markets for the Company’s production, changes in legislation affecting the oil and gas industry 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 Company’s annual information form and management’s discussion and analysis for the year ended December 31, 2017 and the MD&A which are available on SEDAR at www.sedar.com. 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.
References in this press release to production test rates, initial test production rates, and other short-term production rates are useful in confirming the presence of hydrocarbons, however such rates are not determinative of the rates at which such wells will commence production and decline thereafter and are not indicative of long term performance or of ultimate recovery. While encouraging, readers are cautioned not to place reliance on such rates in calculating the aggregate production for PetroTal. A pressure transient analysis or well-test interpretation has not been carried out in respect of all wells. Accordingly, the Company cautions that the test results should be considered to be preliminary.
FOFI DISCLOSURE: This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about PetroTal’s prospective results of operations and operating netbacks, which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this press release was made as of the date of this press release and was provided for the purpose of providing further information about PetroTal’s anticipated future business operations. PetroTal disclaims any intention or obligation to update or revise any FOFI contained in this press release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein. All FOFI contained in this press release complies with the requirements of Canadian securities legislation, including NI 51-101.
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.
PetroTal Announces Grant of Performance Share Units and Deferred Share Units
Calgary, Alberta and Houston, Texas – September 14, 2018—PetroTal Corp. (or the “Company”) (TSX-V: TAL) announces the grant of performance share units (“PSUs”) and deferred share units (“DSUs”) to certain officers and directors of the Company.
The Company granted an aggregate of 3,901,666 PSUs to certain officers of the Company in accordance of the provisions of the Company’s PSU plan. The PSUs will vest annually over three years and each PSU will entitle the holder to acquire between zero and two common shares of the Company (“Common Shares”), subject to the achievement of performance conditions relating to the Company’s total shareholder return, net asset value and certain production and operational milestones.
The Company also issued an aggregate of 650,000 DSUs pursuant to the Company’s DSU plan to the independent directors of the Company. The DSUs vest immediately and may only be redeemed upon a holder ceasing to be a director of PetroTal. No Common Shares will be issued under the DSU plan; all DSUs granted are settled in cash.
Further details regarding the PSU plan and the DSU plan are set out in the management information circular of the Company dated April 30, 2018, which is available on SEDAR at www.sedar.com.
ABOUT PETROTAL
PetroTal is a publicly-traded oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board of Directors, focused on safely and cost effectively developing and exploiting the Bretaña oil field.
For further information, please contact:
Greg Smith
Executive Vice President and Chief Financial Officer
gsmith@petrotalcorp.wpengine.com
T: (713) 609-9026
Manolo Zuniga
President and Chief Executive Officer
mzuniga@petrotalcorp.wpengine.com
T: (713) 609-9101
http://petrotalcorp.wpengine.com/
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.
Petrotal Announces 534 Million Barrels of Unrisked Mean Prospective Resources for the Osheki Prospect
Calgary, Alberta and Houston, Texas – September 12, 2018—PetroTal Corp. (or the “Company”) (TSX-V: TAL), a Peru focused exploration and production company, is pleased to provide a summary of the results of an independent evaluation of the prospective resources with respect to the Osheki prospect in Block 107, located in the Ucayali Basin of eastern Peru.
Osheki Resource Upgrade
Based on an independent assessment completed by Netherland Sewell & Associates, Inc. (“NSAI”), a qualified independent reserves evaluator as defined in Canadian National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), with an effective date of June 30, 2018 (the “NSAI Prospective Resources Assessment”), and prepared in accordance with the Canadian Oil and Gas Evaluation Handbook and the standards established by NI 51-101, the Osheki prospect is estimated to have 534 million barrels (“MMbbl”) of mean prospective recoverable resources. This estimate is based on a recovery factor of 30 percent of the estimated 1.78 billion barrels of mean prospective original oil in place (“OOIP”), using maps generated from seismic acquired in 2007 and 2014. The mean risked prospective resources figure for the Osheki prospect is 85 MMbbl. The prospect was de-risked with a new 3D geologic model supporting Cretaceous age reservoirs with high quality Permian source rocks. Block 107 has four additional leads that, with Osheki, could contain a total of 4.58 billion barrels of recoverable resource in the high estimate case. Drilling permits for the Osheki prospect have been approved and the Company is seeking joint venture partners to drill the first exploration well by fourth quarter 2019 or early 2020.
Manolo Zuniga, President and Chief Executive Officer, stated:
“Today’s increase in prospective resources at Osheki is a milestone in the development of our asset portfolio in Peru. It firmly endorses the quality of the Osheki prospect, which also contains further potential material upside from additional leads in Block 107. This important development follows the Bretaña oil field successfully coming online ahead of schedule in June, with the remaining long-term testing equipment installation on schedule to allow us to increase production from the current ~1,000 bopd to over 2,000 bopd by the end of October. Bretaña has a clear path to increasing production to above 10,000 barrels of oil per day by 2020.
PetroTal is therefore at a very exciting time in its corporate development, and is well placed to capture the significant value across its balanced portfolio.”
Chuck Fetzner, Vice President of Asset Development, commented:
“In a report commissioned prior to PetroTal taking on the assets, it was estimated there was 313 MMbbl of mean recoverable prospective resource for the Osheki prospect. In NSAI’s June 30, 2018 report, the estimate has increased by more than 60 percent. When we combined the two seismic programs we were able to see closure in as many as three different horizons. The Osheki prospect is a sub-thrust play similar to the Cusiana complex in the Llanos Foothills of Colombia. We are currently engaging potential joint venture partners to drill the exploration prospect and expect the full data room to be open as soon as September 15, 2018.”
Peru – Osheki prospect (Block 107) (1) | Unrisked Prospective Resources(2)(3) Mean |
Risk Factor(4) | Risked Prospective Resources(2)(5) Mean |
Oil (MMbbl) | 534 | 16% | 85 |
Notes:
- The Company has a 100% working interest in Block 107.
- All of the prospective resources have been classified as light oil with a gravity of 46 degrees API. There is uncertainty that it will be commercially viable to produce any portion of the resources in the event that it is discovered.
- “Unrisked Prospective Resources” are 100% of the volumes estimated to be recoverable from the field in the event that it is discovered and developed.
- NSAI has determined that a 16% chance of discovery is appropriate for the prospective resources based on an assessment of a number of criteria. See “Presentation of Oil and Gas Information”.
- The volumes reported here are “risked” in the sense that they have been adjusted for chance of discovery.
ABOUT PETROTAL
PetroTal is a publicly-traded oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board of Directors, focused on safely and cost effectively developing and exploiting the Bretaña oil field, as well as evaluating the Osheki prospect in Block 107 which could provide significant growth for the Company.
For further information, please contact:
Greg Smith |
Executive Vice President and Chief Financial Officer |
Gsmith@Petrotal-Corp.com |
T: (713) 609-9026 |
Manolo Zuniga |
President and Chief Executive Officer |
Mzuniga@Petrotal-Corp.com |
T : (713) 609-9101 |
http://petrotalcorp.wpengine.com/
Presentation of Oil and Gas Information
Prospective resources are the quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects.
Estimates of prospective resources included in this press release relating to the Osheki prospect are based upon the NSAI Prospective Resources Assessment.
The estimates of prospective resources provided in this press release are estimates only and there is no guarantee that the estimated prospective resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated. Not only are such prospective resources estimates based on that information which is currently available, but such estimates are also subject to uncertainties inherent in the application of judgmental factors in interpreting such information. Prospective resources should not be confused with those quantities that are associated with contingent resources or reserves due to the additional risks involved. Because of the uncertainty of commerciality and the lack of sufficient exploration drilling, the prospective resources estimated herein cannot be classified as contingent resources or reserves. The quantities that might actually be recovered, should they be discovered and developed, may differ significantly from the estimates herein.
The prospective resources estimates that are referred to herein are risked as to chance of discovery. Risks that could impact the chance of discovery include, without limitation, geological uncertainty, political and social issues, and availability of capital.
In general, the significant factors that may change the prospective resources estimates include further delineation drilling, which could change the estimates either positively or negatively, future technology improvements, which would positively affect the estimates, and additional processing capacity that could affect the volumes recoverable or type of production. Additional facility design work, development plans, reservoir studies and delineation drilling is expected to be completed by PetroTal in accordance with its long-term resource development plan.
The term original oil in place is equivalent to total petroleum initially in place (“TPIIP”). TPIIP, as defined in the Canadian Oil and Gas Evaluation Handbook, is that quantity of petroleum that is estimated to exist in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations, prior to production, plus those estimated quantities in accumulations yet to be discovered. A portion of the TPIIP is considered undiscovered and there is no certainty that any portion of such undiscovered resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of such undiscovered resources. With respect to the portion of the TPIIP that is considered discovered resources, there is no certainty that it will be commercially viable to produce any portion of such discovered resources. A significant portion of the estimated volumes of TPIIP will never be recovered.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the PetroTal’s business strategy, objectives, strength and focus, intention of engaging joint venture partners to drill the Osheki prospect and open a data room in relation thereto, expectations regarding existing and future wells, drilling and production in the Bretaña oil field. Statements related to prospective resources are deemed to be forward-looking statements and forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the prospective resources can be profitably produced in the future. Specifically, forward-looking information contained herein regarding prospective resources may include estimated volumes of prospective resources.
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 ability of existing infrastructure to deliver production and the anticipated capital expenditures associated therewith, reservoir characteristics, recovery factor, exploration upside, prevailing commodity prices and the actual prices received for PetroTal’s products, the availability and performance of drilling rigs, facilities, pipelines, other oilfield services and skilled labour, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the accuracy of PetroTal’s geological interpretation of its drilling and land opportunities, current legislation, receipt of required regulatory approval, the success of future drilling and development activities, the performance of new wells, the Company’s growth strategy, general economic conditions, availability of required equipment and services and prevailing commodity prices.
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.
Sterling Resources Ltd. Reports 2017 Year-End Financial Results and Reserves Summary
Calgary, Alberta and Houston, Texas – April 30, 2018 – Sterling Resources Ltd. (“Sterling” or the “Company”) (TSX-V: SLG) is pleased to provide a summary of its 2017 year-end financial and operating results and the results of an independent evaluation of its oil reserves, prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), a qualified reserves evaluator, as of December 31, 2017.
Selected financial, operational and reserves information is outlined below and should be read in conjunction with the Company’s audited consolidated financial statements (“Financial Statements”), management’s discussion and analysis (“MD&A”) and annual information form (“AIF”) for the year ended December 31, 2017, which are available on SEDAR at www.sedar.com and the Company’s website at www.sterling-resources.com. All figures referred to in this press release are denominated in U.S. dollars.
2017 YEAR-END HIGHLIGHTS
- Completed a reverse take-over transaction and amalgamated with PetroTal Ltd. (“PetroTal”)
- Completed the acquisition of Gran Tierra Energy International (Peru) Holdings B.V., an indirect wholly-owned subsidiary of Gran Tierra Energy Inc. (“Gran Tierra”)
- Commenced operation of Bretana oil field assets
- 2P Reserves estimated at approximately 39.8 million barrels of oil
- 3P Reserves estimated at approximately 79.3 million barrels of oil
- NPV-10 of approximately $282 million for 2P Reserves and $775 million for 3P Reserves
OPERATIONS UPDATE
The Company’s objective of developing the Bretana oil field on a modular basis and putting the field online by year-end 2018 is on target. Existing facilities have been transported from storage to the field and new oil production facilities have arrived. Once installed, the Company will begin commissioning an initial set of oil production facilities. Formation water treatment facilities, reinjection facilities and oil production facilities for this first phase are expected to be ready for commissioning by late 2018 and fully operational by year-end. Both the existing oil production wells and water reinjection wells have been intervened to remove plugs and are ready for operation. The Company is negotiating future oil prices and pipeline tariffs with Peru’s state oil company, PetroPeru, and the crude oil price formula to calculate royalty payments with Peru’s state agency, Perupetro S.A.
Manolo Zuniga, Sterling’s President and Chief Executive Officer, stated, “We are pleased to have completed the reverse take-over and merger of PetroTal and Sterling. We have assumed operation of the Bretana assets and are moving forward with plans to put the Bretana oil field online. Since acquiring the assets in December 2017, we have initiated field development and facilitated an independent evaluation of the reserves. We are also preparing to drill Bretana’s second oil producer, and are readying the data room to promote the Osheki prospect.”
NEAR AND MEDIUM-TERM OBJECTIVES
- Maintain cost controls to ensure the Bretana oil field comes online within the capital budget
- Reactivate oil production and water injection wells
- Commission equipment to facilitate a safe transition to full production
FINANCIAL HIGHLIGHTS
The following table summarizes key financial highlights associated with the Company’s financial performance.
December 31, 2017 US$000s |
December 31, 2016 US$000s |
|
Revenues | - | - |
Expenses | 2,754 | - |
Net Loss | 2,754 | - |
Total Assets | 98,766 | - |
Total Liabilities | 16,723 | - |
Total Shareholders’ Equity | 82,043 | - |
The year ended December 31, 2017 was a transformative year for the Company. The transactions that were completed had a significant impact on the comparability of the Company’s period over period results. See Sterling’s Financial Statements and MD&A for further details.
2017 YEAR-END RESERVES SUMMARY (1)(2)(3)(4)(5)
Summary of Oil Reserves as of December 31, 2017.
Heavy Oil | |||
Gross | Net | ||
Description | (Mbbl) | (Mbbl) | |
Proved | |||
Developed Producing | - | - | |
Developed Non‑Producing | - | - | |
Undeveloped | 14,683.6 | 14,683.6 | |
Total Proved | 14,683.6 | 14,683.6 | |
Total Probable | 25,075.7 | 25,075.7 | |
Total Proved plus Probable | 39,759.3 | 39,759.3 | |
Total Possible | 39,522.7 | 39,522.7 | |
Total Proved plus Probable plus Possible | 79,282.0 | 79,282.0 |
Summary of Net Present Values of Future Net Revenue as of December 31, 2017.
Before Income Tax | ||||||
Discounted at Various Rates | ||||||
0% | 5% | 10% | 15% | 20% | ||
Description | M$ | M$ | M$ | M$ | M$ | |
Proved | ||||||
Producing | - | - | - | - | - | |
Developed Nonproducing | - | - | - | - | - | |
Undeveloped | 77,312.5 | 55,845.0 | 38,163.2 | 24,364.0 | 13,848.7 | |
Total Proved | 77,312.5 | 55,845.0 | 38,163.2 | 24,364.0 | 13,848.7 | |
Total Probable | 459,676.3 | 328,211.9 | 243,647.0 | 188,396.0 | 150,922.6 | |
Total Proved plus Probable | 536,988.8 | 384,056.9 | 281,810.2 | 212,760.0 | 164,711.2 | |
Total Possible | 1,217,838.5 | 743,997.6 | 492,773.1 | 348,619.2 | 260,204.5 | |
Total Proved plus Probable plus Possible | 1,754,827.3 | 1,128,054.5 | 774,583.4 | 561,379.2 | 424,975.8 |
Notes:
(1) The tables summarize data contained in the independent report prepared by NSAI as at December 31, 2017 and as a result may contain slightly different numbers due to rounding. The data has been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook and the reserve definitions contained in National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities.
(2) The Corporation owns a 100% working interest and a 100% net revenue interest in these properties.
(3) Based on NSAI's December 31, 2017 escalated price forecast. See “Forecast Prices and Costs” in the AIF.
(4) Future net revenue is after deductions for the Corporation’s share of royalty burdens, capital costs, abandonment and reclamation costs and operating expenses but before consideration of any Peruvian income taxes.
(5) It should not be assumed that the undiscounted or discounted net present value (NPV) of future net revenue attributable to the Company's reserves estimated by NSAI represent the fair market value of those reserves. All future net revenues are estimated using forecast prices and cost assumptions. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. The recovery and reserve estimates of the Company's reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein.
See Sterling’s March 8, 2018 press release and AIF for further details.
ABOUT BRETANA FIELD
Oil in the Bretana field was first discovered in the 1970’s and was subsequently re-discovered by Gran Tierra. Several wells have been drilled to delineate the field and recent seismic has de-risked the structure. The rediscovery well drilled by Gran Tierra in 2014 well tested 18.5 degree API oil from the Vivian formation. The Northern oil fields in Peru have produced over one billion barrels of oil, mostly from the Vivian formation. The Company acquired the assets in Peru on December 18, 2017 from Gran Tierra. The Company is working to put the field on long-term test and begin production as early as Q4 2018.
ABOUT STERLING
Sterling is a publicly-traded oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board of Directors, focused on safely and cost effectively developing and exploiting the Bretana oil field.
For further information, please contact:
Greg Smith |
Executive Vice President and Chief Financial Officer |
Gsmith@Petrotal-Corp.com |
T: (713) 609-9026 |
Manolo Zuniga |
President and Chief Executive Officer |
Mzuniga@Petrotal-Corp.com |
T : (713) 609-9101 |
http://www.sterling-resources.com/
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release may contain certain statements that may be deemed to be forward-looking statements. Such statements relate to possible future events, including, but not limited to: the Company’s objectives; the Company’s capital program, capital budget and proposed drilling, reactivation, water and other activities and the anticipated costs and results of such activities; cost controls; negotiations with PetroPeru and Perupetro S.A.; the size of the oil reserves of the Corporation and anticipated future production and revenue from such reserves; future development and growth prospects. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, "expect", “plan”, “estimate”, “potential”, “will”, “should”, “continue”, “may”, “objective” and similar expressions. 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 ability of existing infrastructure to deliver production and the anticipated capital expenditures associated therewith, reservoir characteristics, recovery factor, exploration upside, prevailing commodity prices and the actual prices received for Sterling’s products, the availability and performance of drilling rigs, facilities, pipelines, other oilfield services and skilled labour, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the accuracy of Sterling’s geological interpretation of its drilling and land opportunities, current legislation, receipt of required regulatory approval, the success of future drilling and development activities, the performance of new wells, the Company’s growth strategy, general economic conditions, availability of required equipment and services and prevailing commodity prices. 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 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; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; and health, safety and environmental risks), commodity price and exchange rate fluctuations, legal, political and economic instability in Peru, access to transportation routes and markets for the Company’s production, changes in legislation affecting the oil and gas industry 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 AIF and MD&A which are available on SEDAR at www.sedar.com. 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.
PRESENTATION OF OIL AND GAS INFORMATION: Reserves are classified according to the degree of certainty associated with the estimates. Proved (1P) 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 (2P) 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. Possible (3P) reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves. The qualitative certainty levels referred to in the definitions above are applicable to individual reserve entities (which refers to the lowest level at which reserves calculations are performed) and to reported reserves (which refers to the highest level sum of individual entity estimates for which reserve estimates are prepared). Reported reserves should target the following levels of certainty under a specific set of economic conditions: at least a 90 percent probability that the quantities actually recovered will equal or exceed the estimated proved (1P) reserves; at least a 50 percent probability that the quantities actually recovered will equal or exceed the estimated proved plus probable (1P+2P) reserves; and at least a 10 percent probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus possible (1P+2P+3P) reserves.
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.
Sterling Resources Ltd. Reports 2017 Year-End Reserves in Respect of the Bretana Field
Calgary, Alberta and Houston, Texas – March 8, 2018—Sterling Resources Ltd. (“Sterling” or the “Company”) (TSX-V: SLG) is pleased to provide a summary of the Company’s 2017 year-end reserves in the Bretana field in Northern Peru. Reserves numbers presented herein were derived from an independent reserves report (the “NSAI Report”) prepared by Netherland, Sewell & Associates, Inc. (“NSAI”) effective December 31, 2017. Unless otherwise noted, all figures referred to in this press release are denominated in U.S. Dollars.
2017 YEAR-END RESERVES HIGHLIGHTS
- 2P Reserves estimated at approximately 39.8 million barrels of oil.
- 3P Reserves estimated at approximately 79.3 million barrels of oil.
- NPV-10 of approximately $282 million for 2P Reserves and $775 million for 3P Reserves.
- Facilities being mobilized to the field to begin production by year-end.
The Company has certified total Proved + Probable (“2P”) reserves of 39.8 million barrels of recoverable oil at the Bretana field. The net present value of before tax future net revenues discounted at 10 percent (“NPV-10”) of 2P oil reserves is approximately $282 million. Additionally, the Company has certified Proved + Probable + Possible (“3P”) oil reserves of 79.3 million barrels, with a NPV-10 of approximately $775 million.
Manolo Zuniga, Sterling’s President and Chief Executive Officer, stated “We are pleased that our contingent resources have converted to reserves with financing in place. Due to limited field data, the 2P reserves are still based on an approximate 12 percent recovery factor of the estimated best-case 330 million barrels of original-oil-in-place. Our team is confident that recoveries should be higher based on their experience in analog fields. The 79.3 million barrels of 3P reserves reflect the concept of higher recoveries, as they are based on an approximate 16 percent recovery factor of the estimated high-case 500 million barrels of original-oil-in-place. We have already begun the process of preparing the location to mobilize equipment and facilities to the field to initiate the long-term testing phase and to deliver first production by year-end 2018.”
2017 YEAR-END RESERVES SUMMARY
The summary below sets forth Sterling’s reserves as at December 31, 2017, as presented in the NSAI Report. The figures in the following tables have been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”) and the reserve definitions contained in National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). In addition to the summary information disclosed in this press release, more detailed information will be included in Sterling’s annual information form for the year ended December 31, 2017 (the “AIF”) to be filed on SEDAR (www.sedar.com) and posted on Sterling’s website (www.sterling-resources.com) in April 2018.
Summary of Oil Reserves as of December 31, 2017

Summary of Net Present Values of Future Net Revenue as of December 31, 2017

(1) Based on NSAI's December 31, 2017 escalated price forecast. See “Summary of Pricing and Inflation Rate Assumptions – Forecast Prices and Costs”.
(2) It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to the Company's reserves estimated by NSAI represent the fair market value of those reserves. All future net revenues are estimated using forecast prices and cost assumptions. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. The recovery and reserve estimates of the Company's reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein.
Summary of Pricing and Inflation Rate Assumptions – Forecast Prices and Costs
The forecast cost and price assumptions assume increases in wellhead selling prices and include inflation with respect to future operating and capital costs. Crude oil benchmark reference pricing, inflation and exchange rates utilized by NSAI as at December 31, 2017 were as follows:
Period Ending | Oil Price (US$/BBL) | |
12-31-2018 | 67.76 | |
12-31-2019 | 63.98 | |
12-31-2020 | 61.07 | |
12-31-2021 | 59.53 | |
12-31-2022 | 58.97 | |
12-31-2023 | 58.89 | |
12-31-2024 | 59.09 | |
12-31-2025 | 59.28 |
Thereafter, escalated 2 percent on January 1 of each year.
Future Development Costs
The following table sets forth development costs deducted in the estimation of Sterling’s future net revenue attributable to the reserve categories noted below:

The future development costs are estimates of capital expenditures required in the future for Sterling to convert the corresponding reserves to proved developed producing reserves. The undiscounted future development costs are $325 million for proved plus probable reserves and $164 million for possible reserves (in each case based on forecast prices and costs).
ABOUT BRETANA FIELD
The Bretana field was first discovered in the 1970’s and subsequently re-discovered by Gran Tierra. The field has several wells drilled to delineate the field and recent seismic has also de-risked the structure. The rediscovery well was drilled in 2014 by Gran Tierra Energy Inc. (“Gran Tierra”), and that well tested 18.5 degree API oil from the Vivian formation. The Northern oil fields in Peru have produced over one billion barrels of oil, mostly from the Vivian formation. The Company acquired the properties in Peru on December 18, 2017 from Gran Tierra. The Company is working to put the field on long-term test and begin production as early as Q4 2018.
About Sterling Resources Ltd.
Sterling is a publicly-traded oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company assumed control of the assets in Peru on December 18, 2017. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board of Directors, focused on safely and cost effectively developing and exploiting the Bretanaoil field.
For further information, please contact:
Greg Smith |
Executive Vice President and Chief Financial Officer |
Gsmith@Petrotal-Corp.com |
T: (713) 609-9026 |
Manolo Zuniga |
President and Chief Executive Officer |
Mzuniga@Petrotal-Corp.com |
T : (713) 609-9101 |
Forward-Looking Statements
All statements included in this news release that address activities, events or developments that Sterling expects, believes or anticipates will, should or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking statements relating to, but not limited to: Sterling’s business strategy, plans and management focus; the timing of release of the AIF, plans with respect to the Bretana field and the anticipated results from this project. In addition, statements relating to expected production, reserves, recovery, costs and valuation are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves described can be profitably produced in the future.
These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition, there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters listed under the heading "Risk Factors" in the filing statement of the Company which is available on SEDAR (www.sedar.com).
Although Sterling believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the news release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.
OIL AND GAS METRICS
This press release contains oil and gas metrics, including “future development costs”, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods. Future development costs are calculated as the sum of development capital plus the change in future development costs for the period.
The term original-oil-in-place (OOIP) is equivalent to total petroleum initially-in-place (“TPIIP”). TPIIP, as defined in the COGE Handbook, is that quantity of petroleum that is estimated to exist in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations, prior to production, plus those estimated quantities in accumulations yet to be discovered. A portion of the TPIIP is considered undiscovered and there is no certainty that any portion of such undiscovered resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of such undiscovered resources. With respect to the portion of the TPIIP that is considered discovered resources, there is no certainty that it will be commercially viable to produce any portion of such discovered resources. A significant portion of the estimated volumes of TPIIP will never be recovered.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Sterling Resources Ltd. Announces 2018 Capital Budget
January 30, 2018 - Calgary, Alberta – Sterling Resources Ltd. (the “Company”) (TSXV: SLG) is pleased to announce that its Board of Directors (the “Board”) has approved the development budget of $30.6 million for fiscal 2018. The budget is focused towards bringing the Bretana oil field online in Block 95, in Northeast Peru. In this press release, all dollar amounts are in United States (“U.S.”) dollars.
2018 Capital Budget
Capital expenditures are expected to be allocated as follows:
Facilities and civil works/installation |
$17.8 million |
Well Workovers |
$2.0 million |
Permitting/Social |
$2.1 million |
Capitalized G&A |
$2.7 million |
New Bretana Oil Well (Spud) |
$5.4 million |
Osheki Prospect Block 107 |
$0.6 million |
Total |
$30.6 million |
The Bretana oil field will require approximately $24.6 million to be put on production before year end. As highlighted in the table above, $17.8 million are in facilities and civil works to start production from the existing discovery well that tested oil during a short-term test prior to being shut in, as well as some maintenance work on the other projects. The remaining $4.8 million is mostly to complete the ongoing Bretana full field development environmental permit and for capitalized general and administrative (“G&A”) expenses. The Company also plans to invest $2.0 million to work over the existing oil well and the existing water reinjection well. The Company expects to spud Bretana’s second oil producing well before year end at a cost of $5.4 million, representing about one third of the total cost of this well that is expected to be completed in early 2019. The Company will also invest $0.6 million on Osheki’s logistics, with the expectation of bringing a joint venture partner to drill this important prospect the following year.
“Our team continues to execute the strategy laid out in our fundraising activities at the end of 2017,” stated Manolo Zuniga, President and Chief Executive Officer. “We continue to make progress for installation of facilities at the field to bring production online by year-end. We have also engaged third-party engineering firm Netherland, Sewell & Associates, Inc. (“NSAI”) to complete the year end 2017 reserves report. At June 30, 2016, NSAI estimated the field to most likely have 330 million barrels of oil in place, resulting in contingent 2C resources of 39.8 million barrels of recoverable oil. With the financing in place and the approved capital budget, we expect that the 2C contingent resources will convert to 2P (proved + probable) reserves. Additionally, the year end 2017 NSAI reserves report will also provide estimates for 1P (proved) and 3P (proved + probable + possible) reserves.”
The Company completed an arrangement (the “Transaction”) on December 18, 2017 which included PetroTal Ltd., a private exploration and production company based in Houston, and Gran Tierra Energy, Inc. of Calgary, Canada (NYSE/TSX:GTE). The Transaction brought Peruvian assets of Gran Tierra Energy, Inc. under Sterling Resources Ltd. for $35 million of equity consideration, and the PetroTal Ltd. management and Board of Directors assumed control of the Company. Concurrently, PetroTal Ltd. completed a $34 million brokered private placement, which along with $17 million held by the Company, brought total gross proceeds to over $50 million.
“With liquidity at year-end 2017 of approximately $47 million, and no debt, this capital budget is fully funded,” Greg Smith, Executive Vice President and Chief Financial Officer, commented. “With oil coming online at year-end 2018 and providing cash flow from operations, this project should remain self-funding going into 2019. G&A costs for fiscal 2018, excluding capitalized costs, are expected to approximate $4 million.”
Aiming to focus its capital on the Bretana oil field and finding a partner to drill the Osheki prospect, the Company has relinquished Blocks 123 and 129 back to the Peruvian government. Both blocks had completed their current exploration phase and the Company believes that relinquishing these blocks will allow the Company to reallocate close to USD $1 million to the Bretana and Osheki projects. The Company will therefore now have three blocks in Peru, Blocks 95 (Bretana oil field), Block 107 (Osheki prospect), and Block 133 (adjacent to Block 107 and whose leads follow the Osheki geologic trend).
About Sterling Resources Ltd.
Sterling is a publicly-traded junior oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company assumed control of the assets in Peru on December 18, 2017. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board of Directors, focused on safely and cost effectively developing and exploiting the Bretana oil field.
For further information, please contact:
Greg Smith
Executive Vice President and Chief Financial Officer
T: (713) 894-4156
Forward-Looking Statements
This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements. More particularly, this press release contains statements concerning, but not limited to: the capital program of the Company, including, the drilling program, the reactivation program and other capital expenditures; the approach to and sufficiency of the 2018 capital budget and the Company’s expectation to be self-funding in 2019; the reserves report to be prepared by NSAI and the ability of the Company to convert contingent resources to reserves; the ability to put the Bretana oil field on production and the timing and cost thereof; and identifying a joint venture partner for the Osheki prospect and the potential to drill that prospect in 2019. In addition, the use of any of the words “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “can”, “will”, “should”, “continue”, “may”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including but not limited to expectations and assumptions concerning the availability of capital, current legislation, receipt of required regulatory approval, the success of future 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 and prevailing commodity prices. 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 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; as the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas industry, uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures as well as additional risks associated with operating in a developing country. Please refer to the risk factors identified in the filing statement of the Company which is available on SEDAR at www.sedar.com.
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 news release.
Sterling Resources Ltd. and Petrotal Ltd. Announce Closing of Reverse Take-Over and Completion of Peruvian Asset Acquisition
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Calgary, Alberta – December 18, 2017 – Sterling Resources Ltd. (“Sterling” or the “Corporation”) (TSXV: SLG) and PetroTal Ltd. (“PetroTal”) are pleased to announce the completion of the previously announced reverse take-over by way of a statutory plan of arrangement (the “Arrangement”) involving Sterling and PetroTal under the Business Corporations Act (Alberta). Pursuant to the Arrangement, each common share of PetroTal (“PetroTal Share”) was exchanged for 5.35 common shares of Sterling (“Sterling Shares”) resulting in the issuance of an aggregate of 203,300,005 Sterling Shares. As part of the Arrangement, Sterling and PetroTal were amalgamated and continued as one corporation under the name “Sterling Resources Ltd.” (“New Sterling”).
In addition, New Sterling has completed the acquisition of all the issued and outstanding common shares of Gran Tierra Energy International (Peru) Holdings B.V., an indirect wholly-owned subsidiary of Gran Tierra Energy Inc. (“GTE”), for 187,250,000 common shares of New Sterling (“New Sterling Shares”), at a deemed price of approximately US$0.1869 per New Sterling Share (the “Acquisition”), and an option to retain a 20% working interest in Block 107 following the drilling of an initial exploration well (“GTE Option”). GTE holds approximately 45.8% of the outstanding common shares of New Sterling.
The TSX Venture Exchange (the “TSXV”) granted conditional approval of the transactions on December 15, 2017, and final acceptance will be predicated upon the satisfactory achievement of certain conditions required by the TSXV, including completion of all outstanding filing requirements, delivery of customary legal opinions and corporate documentation and delivery of material agreements in respect of the transactions. Final acceptance of the Arrangement, Acquisition and Financing will occur upon the issuance of a Final Exchange Bulletin by the TSXV. The New Sterling Shares will only commence trading on the TSXV under the symbol “SLG” once all conditions have been satisfactorily met and the TSXV issues the Final Exchange Bulletin.
Pure Play Development and Exploration in Peru
- With over US$50 million cash(1) and no debt, New Sterling is well-positioned to execute on its pure play Peruvian development and exploration business plan
- New Sterling’s business plan is primarily focused on unlocking value through the establishment of production and full field development of the Bretaña Oil Field
- In addition, New Sterling will continue to advance technical work on the Block 107 Osheki prospect with the intention of farming-down working interest to finance exploration drilling
New Sterling Highlights
- Team with extensive Peruvian experience supported by a board of established international oil & gas professionals
- 100% working interesting in Bretaña, one of the largest undeveloped discoveries in Peru with 330 MMboe of best estimate discovered oil in place and 39.8 (37.6 net) MMbbl of 2C contingent resources at 12% recovery factor (2)
- Substantial infrastructure in place at Bretaña, with the ability to deliver first production by Q4 2018 for USD$24 million in anticipated capital expenditure
- Robust netbacks of USD$24/bbl forecasted for Bretaña oil (3)
- Fully financed to commercial production at Bretaña targeting 5,000 bbl/d in first half of 2019
- Significant recovery factor upside at Bretaña as analogous fields in Peru have achieved recovery factors of approximately 20% - 40% versus 12% estimated for Bretaña (2)
- Exploration upside potential with seismically defined Block 107 Osheki prospect and 2.2 million net undeveloped acres including Block 95 (100% working interest), Block 107 (100% working interest subject to the GTE Option) and Block 133 (100% working interest)
Notes:
- After giving effect to the Arrangement, the Acquisition and the Financing (defined below), as well as certain adjustments, including transaction costs
- Based on the independent assessment of contingent resources completed by Netherland Sewell & Associates, Inc. (“NSAI”), a qualified reserves evaluator as defined in Canadian National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), with an effective date of June 30, 2017 and prepared in accordance with the Canadian Oil and Gas Evaluation Handbook and the standards established by NI 51-101 (the “NSAI Contingent Resources Assessment”)
- Based on USD$55/bbl Brent crude price less USD$7/bbl quality discount, USD$11/bbl lifting costs, USD$6/bbl barging costs, USD$5/bbl pipeline tariff and USD$2/bbl royalty payments
Manuel Pablo Zúñiga-Pflücker, President and Chief Executive Officer of New Sterling, commented: “Our commitment to investors, the country of Peru and to our employees is to deploy capital in an efficient manner to unlock value for our shareholders, increase activity in Peru and grow our business for the future. Beginning with the Bretaña oil field, we are confident in our ability to unlock the potential of this large established oil discovery through the application of proven oilfield practices. The team we have assembled in Peru has a track record of successful development in-country and their experience working fields like Bretaña will be key to our success. PetroTal’s team joins an existing GTE team in Peru whose experience and knowledge will be instrumental in the go-forward plan and we look forward to working together.”
“Over the next few months we will methodically pursue important milestones, including the conversion of contingent resources to reserves, the installation of production equipment at the Bretaña oil field, and the work-over of the existing Bretaña well to initiate first production within the next twelve months. New Sterling will also advance the search for a joint venture partner to drill the Osheki prospect in Block 107.”
The Financing
On December 12, 2017, PetroTal issued 34 million subscription receipts for total gross proceeds of US$34 million pursuant to a brokered private placement (the “Financing”) co-led by Eight Capital and Pareto Securities AS and including PillarFour Securities Inc. Each subscription receipt was exchanged for one PetroTal Share on December 18, 2017 without any further action required on the part of the holders of the subscription receipts and without payment of any additional consideration.
Following completion of the transactions, New Sterling has a total of 537,740,990 New Sterling Shares issued and outstanding, as well as 23,540,000 common share purchase warrants exercisable to purchase New Sterling Shares at an exercise price of approximately US$0.1869 per New Sterling Share. At the next annual general meeting of the holders of New Sterling Shares, shareholders will be asked to approve a change of New Sterling’s name to “PetroTal Corp.” A further review will be ongoing to determine if a share consolidation is appropriate.
An aggregate of 208,650,005 New Sterling Shares and 23,540,000 common share purchase warrants exercisable to purchase New Sterling Shares are subject to value escrow pursuant to TSXV escrow requirements.
Eight Capital acted as exclusive financial advisor to PetroTal with respect to the Arrangement and Acquisition and PillarFour Securities LLP acted as exclusive financial advisor to Sterling with respect to the Arrangement.
New Sterling Management Team and Board of Directors
With the closing of the transaction, the directors and executive officers of New Sterling are now:
Manuel Pablo Zúñiga-Pflücker |
Director, President and Chief Executive Officer |
Gregory Smith |
Executive Vice President and Chief Financial Officer |
Charles Fetzner |
Vice President, Asset Development |
Estuardo Alvarez-Calderon |
Vice President, Operations |
Sanjib Gill |
Corporate Secretary |
James B. Taylor |
Director |
Douglas C. Urch |
Director |
Gary S. Guidry |
Director |
Ryan Ellson |
Director |
Gavin Wilson |
Director |
Mark McComiskey |
Director |
Additional Information
Please refer to the filing statement of Sterling dated November 29, 2017 for additional information regarding New Sterling, the Arrangement, the Acquisition and the Financing, which is available under Sterling’s profile on www.sedar.com.
For further information, please contact:
Greg Smith
Executive Vice President and Chief Financial Officer
T: (713) 894-4156
Abbreviations
bbl | barrels |
bbl/d | barrels per day |
MMbbl | million barrels |
boe | barrels of oil equivalent |
boe/d | barrels of oil equivalent per day |
MMboe | million barrels of oil equivalent |
Presentation of Oil and Gas Information
For the purpose of calculating unit costs, natural gas volumes have been converted to a boe using six thousand cubic feet equal to one barrel unless otherwise stated. A boe conversion ratio of 6:1 is based upon an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. This conversion conforms to NI 51-101. Boe may be misleading, particularly if used in isolation. Contingent resources are the quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology underdevelopment, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies are conditions that must be satisfied for a portion of contingent resources to be classified as reserves that are: (a) specific to the project being evaluated; and (b) expected to be resolved within a reasonable timeframe. Contingencies may include factors such as economic, legal, environmental, political and regulatory matters or a lack of markets. It is also appropriate to classify as contingent resources the estimated discovered recoverable quantities associated with a project in the early evaluation stage.
Estimates related to contingent resources:
Estimated cost to achieve commercial production |
General timeline including the estimated date of first commercial production |
Estimated recovery technology (conventional or unconventional) |
Basis of project (conceptual or predevelopment) |
|
Bretaña (Block 9) |
USD$22.1 million |
10 – 12 months |
Conventional |
Pre-development |
Estimates of contingent resources included in this press release relating to the Bretaña oilfield are based upon the NSAI Contingent Resources Assessment.
The estimates of contingent resources provided in this press release are estimates only and there is no guarantee that the estimated contingent resources will be recovered. Actual contingent resources may be greater than or less than the estimates provided in this press release and the differences may be material. There is no assurance that the forecast price and cost assumptions applied by NSAI in evaluating the contingent resources will be attained and variances could be material. There is uncertainty that it will be commercially viable to produce any part of the contingent resources.
Estimates of contingent resources are by their nature more speculative than estimates of proved reserves and would require substantial capital spending over a significant number of years to implement recovery. Actual locations drilled and quantities that may be ultimately recovered from our properties will differ substantially. In addition, we have made no commitment to drill, and likely will not drill, all of the drilling locations that have been attributable to these quantities.
The contingent resources estimates that are referred to herein are risked as to chance of development (i.e. the level of risk associated with the chance of development was assessed by NSAI as part of the evaluations that were conducted). Risks that could impact the chance of development include, without limitation: geological uncertainty and uncertainty regarding individual well drainage areas; uncertainty regarding the consistency of productivity that may be achieved from lands with attributed resources; potential delays in development due to product prices; access to capital; availability of markets and/or take-away capacity; and uncertainty regarding potential flowrates from wells and the economics of those wells. Risk assessment is a highly subjective process dependent upon the experience and judgment of the evaluators and is subject to revision with further data acquisition or interpretation.
The following classification of contingent resources is used in the press release:
- Low Estimate (or 1C) means there is at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate
- Best Estimate (or 2C) means there is at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate
- High Estimate (or 3C) means there is at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate
In general, the significant factors that may change the contingent resources estimates include further delineation drilling, which could change the estimates either positively or negatively, future technology improvements, which would positively affect the estimates, and additional processing capacity that could affect the volumes recoverable or type of production. Additional facility design work, development plans, reservoir studies and delineation drilling is expected to be completed by New Sterling in accordance with its long-term resource development plan.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. Statements about: the trading of New Sterling Shares on the TSXV, final regulatory approvals and the timing thereof; the change of New Sterling’s name and a possible share consolidation; New Sterling’s business strategy, objectives, strength and focus, including plans to install equipment, work over existing wells and identify a joint venture partner; and New Sterling’s ability to create value for shareholders in the Bretaña oil field, including by converting contingent resources to reserves, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.
The forward-looking statements and information are based on certain key expectations and assumptions made by New Sterling, including expectations and assumptions concerning: the ability of existing infrastructure to deliver production and the anticipated capital expenditures associated therewith, the need for incremental financing to commercial production, reservoir characteristics, recovery factor, exploration upside, prevailing commodity prices and the actual prices received for New Sterling’s products, the availability and performance of drilling rigs, facilities, pipelines and other oilfield services, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the availability of capital and skilled personnel, and the accuracy of New Sterling’s geological interpretation of its drilling and land opportunities.
Although New Sterling believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because New Sterling can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, risks associated with the oil and gas industry in general (e.g. operational risks in development, exploration and production, and delays or changes in plans with respect to exploration or development projects or capital expenditures), commodity prices, the uncertainty of estimates and projections relating to production, cash generation, costs and expenses, health, safety, litigation and environmental risks, access to capital as well as additional risks associated with operating in a developing country. Due to the nature of the oil and natural gas industry, drilling plans and operational activities may be delayed or modified to react to market conditions, results of past operations, regulatory approvals or availability of services causing results to be delayed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. New Sterling assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Sterling Resources Ltd. and Petrotal Ltd. Announce Closing of Usd$34 Million Brokered Private Placement Financing
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Calgary, AB (December 12, 2017) – Sterling Resources Ltd. (“Sterling” or the “Corporation”) (TSXV: SLG) and PetroTal Ltd. (“PetroTal”) are pleased to announce the closing of PetroTal’s previously announced brokered private placement offering of 34,000,000 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of USD$34 million (the “Financing”). The Financing was completed through a syndicate of investment dealers co-led by Eight Capital and Pareto Securities and including PillarFour Securities Inc.
Each Subscription Receipt will be exchangeable into one common share in the capital of PetroTal without any further action required on the part of the holder of the Subscription Receipt and without payment of any additional consideration, upon the closing of the business combination of Sterling and PetroTal (the “Proposed Transaction”) as further described in the filing statement of the Corporation dated November 29, 2017 (the “Filing Statement”).
About Sterling
Sterling is a publicly-traded company listed on the TSX Venture Exchange (the “TSXV”) with its common shares listed and posted for trading on the TSXV under the symbol “SLG”.
About PetroTal
PetroTal, a company incorporated under the laws of Alberta, is a private junior oil and gas exploration, development and production company formed for the purpose of acquiring, and subsequently enhancing and producing oil and gas from properties in Latin America. PetroTal currently has no production and has not conducted active operations since its incorporation.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by Sterling, including expectations and assumptions concerning Sterling, PetroTal, the Proposed Transaction, the Financing, the timely receipt of court, TSXV and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of the arrangement agreement entered into between Sterling and PetroTal. Although Sterling and PetroTal believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because neither Sterling nor PetroTal can give any assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Sterling and PetroTal undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Reader Advisory
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Contacts
For further information, please contact:
John Rapach |
Greg Smith |
Sterling Resources Ltd. |
PetroTal Ltd. |
T: +44 7818 418845 |
T: 713-894-4156 |
Sterling Resources Ltd. and Petrotal Ltd. Announce Sedar Filing of Filing Statement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Calgary, Alberta – December 1, 2017 Sterling Resources Ltd. (“Sterling” or the “Corporation”) (TSXV: SLG) and PetroTal Ltd. (“PetroTal”) are pleased to announce that a filing statement (the “Filing Statement”) prepared in accordance with the requirements of the TSX Venture Exchange (the “TSXV”) in connection with the previously announced business combination of Sterling and PetroTal pursuant to a plan of arrangement (the “Proposed Transaction”) has been filed under Sterling’s profile on SEDAR and is available at www.sedar.com.
For additional information about the Proposed Transaction, please see the joint press release of Sterling and PetroTal dated November 9, 2017, which is available under Sterling’s profile on SEDAR at www.sedar.com.
The Proposed Transaction is currently anticipated to close on or about December 11, 2017. Closing of the Proposed Transaction is subject to a number of conditions including, but not limited to, the completion of a brokered private placement offering of subscription receipts for aggregate gross proceeds of a minimum of USD$25 million (the “Financing”) anticipated to close on December 8, 2017 and closing conditions customary to a transaction of the nature of the Proposed Transaction, including those described in the Filing Statement.
PetroTal is pleased to announce that it is anticipated that the aggregate gross proceeds of the Financing will be approximately USD$34 million. The Financing is being co-led by Eight Capital and Pareto Securities AS on behalf of a syndicate of investment dealers that includes PillarFour Securities Inc.
Eight Capital is acting as financial advisor to PetroTal and PillarFour Securities LLP is acting as financial advisor to Sterling with respect to the Proposed Transaction.
Trading in the shares of the issuer resulting from the Proposed Transaction (the “Resulting Issuer”) is expected to commence on the TSXV under the name “Sterling Resources Ltd.” shortly after closing and following the issuance by the TSXV of its final bulletin in respect of the Proposed Transaction. The trading symbol of the Resulting Issuer will be “SLG”.
About Sterling
Sterling is a publicly-traded company listed on the TSXV, and incorporated under the laws of Alberta. Sterling was previously engaged in the exploration for, and the development and production of, crude oil and natural gas in the United Kingdom and the Netherlands. In May 2017, before the Proposed Transaction was entered into, Sterling commenced a plan to wind-up and dissolve the company. The plan involved redeeming all issued and outstanding bonds, cancelling and paying in full Sterling's credit facilities, disposing of all funding arrangements for projects, and completing three consecutive cash distributions to the holders of Sterling common shares, with the final cash distribution set to be issued immediately prior to Sterling's formal dissolution. With all of Sterling's debt disposed of, and one of the cash distributions completed before the Proposed Transaction, on June 30, 2017, Sterling's remaining assets consisted of approximately USD$19 million in net working capital as at September 30, 2017.
About PetroTal
PetroTal, a company incorporated under the laws of Alberta, is a private junior oil and gas exploration, development and production company formed for the purpose of acquiring, and subsequently enhancing and producing oil and gas from properties in Latin America. PetroTal currently has no production and has not conducted active operations since its incorporation.
Additional Information
Additional information regarding the Proposed Transaction will be made publicly available by Sterling and PetroTal in due course.
For further information, please contact:
John Rapach |
Greg Smith |
Sterling Resources Ltd. |
PetroTal Ltd. |
T: +44 7818 418845 |
T: 713-894-4156 |
Reader Advisory
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by Sterling, including expectations and assumptions concerning Sterling, PetroTal, the Resulting Issuer, the Proposed Transaction, the Financing, the timely receipt of court, TSXV and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of the arrangement agreement entered into between Sterling and PetroTal. Although Sterling believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Sterling can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Sterling undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Sterling Resources Ltd. Announces 2017 Third Quarter Financial and Operating Results
Calgary, Alberta, Canada, November 29, 2017 ‐ Sterling Resources Ltd. (TSXV:SLG) (“Sterling” or the “Company”) announces interim operating and financial results for the three and nine month periods ended September 30, 2017. Unless otherwise noted, all figures contained in this release are denominated in United States dollars. The Company’s interim condensed consolidated financial statements and management’s discussion and analysis (“MD&A”) for the reporting period have been filed on SEDAR at www.sedar.com and posted on the Company’s website at www.sterlingresources.com.
On November 9, 2017 Sterling Resources Ltd. (“Sterling”) and PetroTal Ltd. (“PetroTal”) entered into an arrangement agreement (the “Arrangement Agreement”) whereby Sterling and PetroTal will complete a business combination pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Alberta Business Corporations Act (the “PetroTal Transaction”). The Plan of Arrangement will result in the amalgamation of Sterling and PetroTal under the name Sterling Resources Ltd. (“New Sterling”).
Pursuant to the PetroTal Transaction, each common share of PetroTal (“PetroTal Share”) will be exchanged for 5.35 common shares of Sterling (“Sterling Shares”), following which Sterling and PetroTal will be amalgamated to form New Sterling. The PetroTal Transaction is expected to constitute a “Reverse Takeover” pursuant to the policies of the TSX Venture Exchange (the “TSXV”) and is subject to the acceptance of the TSXV. Sterling is at arms’ length to PetroTal.
In addition, PetroTal has entered into a share purchase agreement dated as of November 9, 2017 (the “SPA”) with Sterling, Gran Tierra Energy Inc. (“GTE”), and its wholly owned subsidiary Gran Tierra Energy International Holdings Ltd. (“GTEIH”), to acquire Gran Tierra Energy International (Peru) Holdings B.V. (“GTE Peru”), an indirect wholly-owned subsidiary of GTE. Pursuant to the SPA and in the manner set forth in the Plan of Arrangement, New Sterling shall acquire all of the issued and outstanding common shares in the capital of GTE Peru (the “GTE Peru Shares”) and, in consideration for the GTE Peru Shares, New Sterling shall issue 187,265,918 common shares of New Sterling (“New Sterling Shares”) to GTEIH at a deemed price of approximately $0.1869 per New Sterling Share, subject to adjustment in cash as set forth in the SPA (the “Acquisition”). As additional consideration for the transactions contemplated in the SPA, GTEIH shall receive a 20 per cent working interest in Block 107 of the Bretaña field located in Peru at closing of the Acquisition and, following the drilling of an initial exploration well, GTEIH may, for no additional consideration, elect to either retain its 20 per cent working interest (a “Positive Election”) or transfer its 20 per cent working interest to New Sterling for no consideration. From and after the date of a Positive Election, GTEIH will pay its pro rata share of costs associated with its 20 per cent working interest. GTE is at arms’ length to PetroTal and Sterling.
In conjunction with the closing of the PetroTal Transaction, PetroTal will enter into an agreement with a syndicate of investment dealers (the “Agents”) co-led by Eight Capital and Pareto Securities AS and including PillarFour Securities Inc., for a brokered private placement offering of subscription receipts (“Subscription Receipts”) on a best efforts agency basis at a price of US$1.00 per Subscription Receipt for aggregate gross proceeds of a minimum of US$25 million (the “Financing”). The Financing is expected to close on or about December 7, 2017. Each Subscription Receipt will be exchangeable into one PetroTal Share without any further action required on the part of the holder of the Subscription Receipt and without payment of any additional consideration, upon the closing of the PetroTal Transaction.
While Sterling anticipates the satisfactory completion of the Proposed Transaction, in the event that PetroTal is unable to complete the Financing on satisfactory terms, PetroTal and Sterling will be unable to complete the Proposed Transaction. In that circumstance, Sterling will undertake steps to effect its liquidation and winding up and the distribution of its remaining assets to the Sterling Shareholders as soon as practicable and in the manner previously disclosed to the Sterling Shareholders.
FINANCIAL AND OPERATING HIGHLIGHTS
- Net working capital was a surplus of $19.0 million as at September 30, 2017, and has increased during the quarter from $17.2 million as at June 30, 2017 following the reversal of the provision for wind-up costs as it is no longer the intention of the company to wind-up.
- For the nine month period ended September 30, 2017, the Company recorded a net loss of $4.8 million ($0.03 per weighted average Common Share) from continued operations and a loss of $242.9 million ($1.65 per weighted average Common Share) from discontinued operations compared with a net loss of $2.6 million ($0.01 per weighted average Common Share) from continued operations and a net loss of $30.3 million ($0.10 per weighted average Common Share) from discontinued operations in the nine month period ended September 30, 2016. The net loss in 2017, compared to 2016, was much higher following the completion of the ONE Transaction which resulted in a write-down of $172.0 million on the disposed operations.
- For the three month period ended September 30, 2017, the Company recorded a net income of $1.7 million ($0.01 per weighted average Common Share) for continued operations compared with a net loss of $1.1 million ($0.01 per weighted average Common Share) for continued operations and a net loss of $4.9 million ($0.03 per weighted average Common Share) for discontinued operations in the three month period ended September 30, 2016. The net income in 2017, compared to the net loss in 2016, was mainly due to the reversal of the provision for wind-up costs.
NON-GAAP FINANCIAL MEASURES
This news release contains references to ”Net working capital” which, as used in this news release, is defined as current assets less current liabilities excluding the Cladhan funding arrangements (now disposed of) and is used to monitor the short term financial health of the company. Net working capital (deficit) provides additional information that management believes is meaningful in describing the Company's operational performance, liquidity and capacity to fund capital expenditures and other activities. Net working capital (deficit) does not have a standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other entities. Readers are cautioned that this measure should not be construed as an alternative to other measures of financial performance calculated in accordance with GAAP.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Filer Profile No. 00002072
FORWARD-LOOKING STATEMENTS
All statements included in this news release that address activities, events or developments that Sterling expects, believes or anticipates will, should or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking statements with respect to the PetroTal Transaction, the Acquisition and the Financing and the wind‐up and dissolution of the Company.
These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition, there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters listed under the heading "Risk Factors" in the Company's MD&A.
Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the news release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.
ABOUT STERLING
Sterling Resources Ltd. is a Canadian-listed company whose registered office is in Calgary, Alberta. The Common Shares are listed and posted for trading on the TSXV under the symbol “SLG”.
FOR FURTHER INFORMATION, CONTACT:
