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Wilton Resources Inc. Announces Purchase and Sale Agreement


Published on 2011-10-13 16:21:39 - Market Wire
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October 13, 2011 19:17 ET

Wilton Resources Inc. Announces Purchase and Sale Agreement

CALGARY, ALBERTA--(Marketwire - Oct. 13, 2011) -

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Wilton Resources Inc. (the "Corporation") (TSX VENTURE:WIL.P) and its Chief Executive Officer, Richard Anderson, are pleased to announce that further to the Corporation's press release dated July 21, 2011, the Corporation has entered into a formal purchase and sale agreement effective August 15, 2011 (the "PurchaseAgreement") with Cascade Resources Inc. ("Cascade") for the purchase of a 75% non-operating interest in certain oil and gas properties (the "Property") of Cascade located in Monitor, Alberta (the "Acquisition").

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) and has a registered office in Calgary, Alberta. It is a "capital pool company" under the policies of TSX Venture Exchange (the "Exchange"). It is intended that the Acquisition will constitute the "Qualifying Transaction" of the Corporation, as such term is defined in the policies of the Exchange. The Corporation is a "reporting issuer" within the meaning of the Securities Act (Alberta) and the Securities Act (British Columbia). It is expected that upon completion of the Qualifying Transaction, the Corporation will meet Initial Listing Requirements for a Tier 2 oil and gas issuer under the policies of the Exchange.

The Acquisition Agreement

Pursuant to the terms of the Purchase Agreement, which was negotiated at arm's length, the Corporation intends to purchase, on industry standard terms and conditions, a 75% non-operating interest (the "Working Interest") in the Property, and all wells and tangibles associated with such interest for a purchase price of $825,000 (the "Purchase Price"). The Exchange has granted its approval of the refundable deposit of $125,000 which has been paid into trust and will be applied against the Purchase Price at the closing of the Acquisition. The remaining balance of the Purchase Price will be paid by the issuance of 1,076,923 common shares ("Common Shares") by the Corporation to Cascade at a deemed price of $0.65 per Common Share.

As previously publicly announced, Cascade is a Canadian private corporation incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta. Cascade owns and operates an asset base of producing oil and gas properties in Western Canada. The Acquisition is not a Non-Arm's Length Transaction (as such term is defined in the policies of the Exchange). The completion of the Acquisition by the Corporation is dependent upon approval of the Board of Directors of the Corporation and approval by the Exchange of the Acquisition as a Qualifying Transaction (as such term is defined in the policies of the Exchange). The conditions above do not necessarily represent a complete list of all the conditions contained in the Purchase Agreement. They are, however, conditions that may be reasonably considered to be material to the completion of the Acquisition by the Corporation.

Summary of Financial Information of the Property

The following tables set forth certain selected annual audited and interim unaudited financial and operational information of the Property for the periods indicated.

Six months ended
June 30, 2011
(unaudited)
Six months
ended
June 30, 2010
(unaudited)
Year ended December 31, 2010Year ended December 31, 2009
(unaudited)
Revenue
Petroleum and natural gas$ 90,938$ 93,968$ 187,427$ 159,970
Royalties(4,749)(4,009)(12,436)(11,356)
86,18989,959174,991148,614
Expense
Operating51,71193,763151,36964,011
Operating income (loss)$ 34,478$ (3,804)$ 23,622$ 84,603

Reserves Data

The reserves data set forth below is based upon Deloitte and Touche LLP's ("AJM Deloitte") evaluation of certain crude oil, natural gas and natural gas liquids reserves of the Property at July 15, 2011 as set forth in the NI 51-101 compliant evaluation prepared by AJM Deloitte (the "AJM Deloitte Report").

Notes on Reserves Data

The determination of oil and gas reserves involves the preparation of estimates that have an inherent degree of associated uncertainty. Categories of proved, probable and possible reserves have been established to reflect the level of these uncertainties and to provide an indication of the probability of recovery.

The estimation and classification of reserves requires the application of professional judgment combined with geological and engineering knowledge to assess whether or not specific reserves classification criteria have been satisfied. Knowledge of concepts including uncertainty and risk, probability and statistics, and deterministic and probabilistic estimation methods is required to properly use and apply reserves definitions.

"Reserves" are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on (a) analysis of drilling, geological, geophysical, and engineering data; (b) the use of established technology; and (c) specified economic conditions, which are generally accepted as being reasonable and shall be disclosed. Reserves are classified according to the degree of certainty associated with the estimates.

"Proved" 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.

"Developed Producing" reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

"Developed Non-Producing" reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.

"Undeveloped" reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned. In multi-well pools, it may be appropriate to allocate total pool reserves between the developed and undeveloped categories or to sub-divide the developed reserves for the pool between developed producing and developed non-producing. This allocation should be based on the estimator's assessment as to the reserves that will be recovered from specific wells, facilities and completion intervals in the pool and their respective development and production status.

"Probable" 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.

"gross" means: (a) in relation to an issuer's interest in production or reserves, its "company gross reserves", which are its working interest (operating or non-operating) share before deduction of royalties and without including any royalty interests of the issuer; (b) in relation to wells, the total number of wells in which an issuer has an interest; and (c) in relation to properties, the total area of properties in which an issuer has an interest.

"net" means: (a) in relation to an issuer's interest in production or reserves its working interest (operating or non-operating) share after deduction of royalty obligations, plus its royalty interests in production or reserves; (b) in relation to an issuer's interest in wells, the number of wells obtained by aggregating the issuer's working interest in each of its gross wells; and (c) in relation to an issuer's interest in a property, the total area in which the issuer has an interest multiplied by the working interest owned by the issuer.

Glossary of Acronyms:

PDP– Proved Developed Producing Reserves

PDNP– Proved Developed Non-Producing Reserves

TP– Total Proved Reserves

PB– Probable Reserves

P+P– Proved Plus Probable Reserves

PUD – Proved Undeveloped Reserves

WI– Working Interest

BTax– Before Tax

BOE– Barrel of oil equivalent of natural gas and crude oil on the basis of 1 Boe for 6 Mcf of natural gas

MBOE– 1,000 barrels of oil equivalent

MMcf– million cubic feet

Mcf/d – thousand cubic feet per day

Reserve estimates for the Working Interest in the Property that will be acquired by the Corporation pursuant to the Acquisition are as follows: [ http://media3.marketwire.com/docs/NI%2051-101.pdf ]

Detailed Economic Summary of the Property

The following table from the AJM Deloitte Report presents an economic summary of the Working Interest in the Property that will be acquired by the Corporation pursuant to the Acquisition: [ http://media3.marketwire.com/docs/DES.pdf ]

Forecast Price Assumptions

The forecast price and cost assumptions used in the AJM Deloitte Report assume the continuance of current laws and regulations and increases in well-head selling prices and take into account inflation with respect to future operating capital costs.

Crude oil and natural gas benchmark reference pricing, inflation and exchange rates utilized by AJM Deloitte in the AJM Deloitte Report were AJM Deloitte's forecasts as stated in the date of the report, which were as follows: [ http://media3.marketwire.com/docs/CDPF.pdf ]

Discounted Cash Flow

The following tables from the AJM Deloitte Report present the cash flow before tax for the Property: [ http://media3.marketwire.com/docs/WCF.pdf ]

Work Program

Based on the 75% Working Interest, after completion of the Acquisition, the Corporation will have the capital resources to complete a work program at a cost of $360,000 to the Corporation. This assumes a cost of $30,000 to acquire trade seismic data to confirm the potential gas target on the Property. If seismic confirms the target, a well can be drilled, cased, completed, equipped and tied-in at a cost of approximately $450,000 (risked). If successful, a new well will have an approximate initial production rate of 300 Mcf/d with an approximate ultimate recovery of 413 MMcf.

Trading

The Corporation's common shares were listed for trading on the Exchange on August 5, 2009. In accordance with the Exchange Policy 2.4 "Capital Pool Companies", the Corporation was given 24 months to complete a Qualifying Transaction. On July 21, 2011, the Corporation announced an intention to acquire the Property, as its Qualifying Transaction. In connection with this announcement, the common shares of the Corporation were halted from trading in accordance with the policies of the Exchange. To date, the Corporation has made significant progress towards completing the Acquisition. However, pursuant to the policies of the Exchange, the trading status of a capital pool company is suspended where the capital pool company has not evidenced completion of a Qualifying Transaction within 24 months of its initial listing date. As this 24 month deadline expired effective August 10, 2011, the trading status of the Corporation's securities was changed from a halt to a suspend. The Corporation will be required to complete the Acquisition prior to November 3, 2011 in order to avoid a delisting of the securities of the Corporation. It is currently anticipated that the Acquisition will be completed by October 24, 2011. Assuming the Exchange grants final acceptance of the Acquisition, it is anticipated that the common shares of the Corporation will be reinstated for trading on the Exchange shortly after the Exchange issues the final approval of the Acquisition.

Sponsorship

In relation to the Acquisition, the Corporation applied for and received an exemption from the Exchange with respect to the Exchange's sponsorship requirement pursuant to Section 3.4 of Policy 2.2 "Sponsorship and Sponsorship Requirements" of the Exchange's Corporate Finance Manual.

Cautionary Statements

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward looking information relating to the Corporation's oil & natural gas properties, information concerning reserves, statements relating to the ongoing nature of the Corporation's business and the receipt of final Exchange Approval. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include that the Corporation will obtain final Exchange approval within the required time frame, that the actual results relating to the Corporation's oil & gas properties is accurate and that the continuation of the Corporation's current business is in the best interests of the Corporation. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward looking information include, among other things: general economic and business conditions; changes in the regulatory regulation, the implied assessment that the resources described can be profitably produced in the future and failure to obtain regulatory approval in a timely fashion. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.

BOE's (or 'McfGE's' or other applicable units of equivalency) may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl (or 'An McfGE conversion ratio of 1 bbl:6 Mcf') 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 evaluations of future net production revenue set forth in the press release are based on AJM Deloitte's pricing assumptions as at June 30, 2011 which will be contained in the Filing Statement. It should not be assumed that the discounted future net production revenue estimated by the AJM Deloitte Report represents the fair market value of the reserves set forth in such report. There is no assurance that the future price and cost assumptions used in the AJM Deloitte Report will prove accurate and variances could be material. The recovery and reserve estimates of oil, natural gas and NGL provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual oil, natural gas and NGL reserves may be greater than or less than the estimates provided herein.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.



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