Press release from Marketwire
Storm Resources Ltd. Announces Completion of Previously Announced Acquisition of Bellamont Exploration Ltd. and Financing
Friday, March 23, 2012
Storm Resources Ltd. Announces Completion of Previously Announced Acquisition of Bellamont Exploration Ltd. and Financing14:00 EDT Friday, March 23, 2012CALGARY, ALBERTA--(Marketwire - March 23, 2012) -NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. STORM RESOURCES LTD. ("Storm") (TSX VENTURE:SRX) is pleased to announce the successful closing of the previously announced acquisition of Bellamont Exploration Ltd. ("Bellamont") by way of a plan of arrangement pursuant to the provisions of the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the Arrangement, Storm: (i) paid an aggregate of $20.0 million, and (ii) issued an aggregate of 16,740,096 common shares of Storm ("Storm Shares"), at a deemed issuance price of $2.37 per Storm Share, for the acquisition of all of the issued and outstanding common shares of Bellamont. After the completion of the Arrangement and the closing of the private placements described below, there are 61,824,256 Storm Shares issued and outstanding on a non-diluted basis. The Arrangement has been conditionally accepted by the TSX Venture Exchange. Final acceptance of the TSX Venture Exchange is subject to the satisfaction of a number of customary conditions. The acquisition of Bellamont adds approximately 2,000 Boe per day of current production (49% liquids) and 55,600 net acres of undeveloped land, primarily in the Grande Prairie area of north west Alberta. Approximately 225 Boe per day is shut-in due to mechanical issues at two liquids rich Montney gas wells in the Grande Prairie area (pipeline failure and awaiting installation of artificial lift), 50 Boe per day was shut-in earlier in the first quarter due to low natural gas prices, and another 100 Boe per day will be shut-in by the end of March because of low natural gas prices. Bellamont's estimated net debt at closing was approximately $36.1 million including severance and transaction costs, and after deducting proceeds from the sale of undeveloped lands for $4.25 million. Using the closing price of the Storm Shares on March 22, 2012 of $2.37 per Storm Share, the cost to acquire Bellamont was approximately $95.8 million, which includes the assumption of Bellamont's net debt. Including the Bellamont assets, Storm's production is forecasted to be approximately 3,000 Boe per day (40% liquids) in the second quarter. Excluding acquisitions, capital investment in 2012 on operations is expected to be approximately $34 million. Production is forecasted to increase to 3,600 to 4,000 Boe per day (40% liquids) in the fourth quarter as a result of the 2012 capital investment program. Storm anticipates near-term growth will primarily come from the exploitation of light oil opportunities in the Grande Prairie area and from delineating Storm's liquids rich natural gas resource in the Montney formation at Umbach. Storm anticipates longer term growth will come from further exploitation of Storm's large shale gas resource in the Horn River Basin area of north eastern British Columbia. Storm will issue a press release in respect of an independent evaluation of the Bellamont assets being completed by InSite Petroleum Consultants Ltd. in the near future. The Arrangement was funded in part through the successful closing of: (i) the previously announced brokered private placement of 2,353,000 Storm Shares (the "Brokered Private Placement"); and (ii) the previously announced non-brokered private placement of 4,593,000 Storm Shares (the "Non-Brokered Private Placement"). Pursuant to the Brokered Private Placement with a syndicate of agents including Peters & Co. Limited, FirstEnergy Capital Corp., National Bank Financial Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the "Agents"), Storm issued an aggregate of 2,353,000 Storm Shares, at a price of $3.40 per Storm Share, for aggregate gross proceeds of $8,000,200. Pursuant to the Non-Brokered Private Placement, Storm issued an aggregate of 4,593,000 Storm Shares, at a price of $3.40 per Storm Share, for aggregate gross proceeds of $15,616,200, of which 2,468,000 Storm Shares were issued to certain officers, directors and employees of Storm. The aggregate gross proceeds from the Brokered Private Placement and the Non-Brokered Private were released from escrow upon closing of the Arrangement, which proceeds had been deposited in escrow with an escrow agent pending confirmation that all conditions to be satisfied prior to completion of the Arrangement had been satisfied. Upon closing of the Arrangement, Storm's revolving bank credit facility was increased to $70 million. Storm Resources Ltd. began operations in August 2010. Storm is headquartered in Calgary, Alberta and is active in the Horn River Basin and Umbach areas of north east British Columbia, and in the Grande Prairie area of north west Alberta.READER ADVISORIESBoe Presentation - For the purpose of calculating unit revenues and costs, natural gas is converted to a barrel of oil equivalent ("Boe") using six thousand cubic feet ("Mcf") of natural gas equal to one barrel of oil unless otherwise stated. Boe may be misleading, particularly if used in isolation. A Boe conversion ratio of six Mcf to one barrel ("Bbl") is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All Boe measurements and conversions in this report are derived by converting natural gas to oil in the ratio of six thousand cubic feet of gas to one barrel of oil. Mboe means 1,000 Boe.Certain information in this press release contains forward-looking information that involves risk and uncertainty. For this purpose, any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements often contain terms such as "may", "will", "should", "anticipate", "expects" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Storm assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.FOR FURTHER INFORMATION PLEASE CONTACT: Brian LavergneStorm Resources Ltd.President and Chief Executive Officer(403) 817-6145ORDonald McLeanStorm Resources Ltd.Chief Financial Officer(403) 817-6145ORCarol KnudsenStorm Resources Ltd.Manager, Corporate Affairs(403) 817-6145www.stormresourcesltd.comNEITHER 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 RELEASE.