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| Profile | Our
Mission | Recent Events
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| February 3, 2012 | GeoMet Announces Receipt of NASDAQ Global Market Listing Deficiency Notice |
| January 30, 2012 | WESTFIRE PROVIDES FOURTH QUARTER AND OPERATIONAL UPDATE |
| September 20, 2011 | GeoMet Announces Receipt of NASDAQ Global Market Listing Deficiency Notice |
| August 19, 2011 | AKS Technologies Joins the Probe Platform |
| July 12, 2011 | WestFire Energy Completes Strategic Merger with Orion Oil & Gas Creating a Uniquely Positioned Intermediate Producer Focusing on the Viking Light Oil Resource Play and Establishes a New $200 Million Syndicated Credit Facility |
| July 4, 2011 | Logan International Inc. Announces Disposition of Front-End Seismic Services Division |
| May 25, 2011 | GeoMet Declares Preferred Dividend |
| May 11, 2011 | WestFire Energy and Orion Oil & Gas Announce a Strategic Merger Creating a Uniquely Positioned Intermediate Producer Focusing on the Viking Light Oil Resource Play |
| May 10, 2011 | Cadent Energy Partners II, L.P. invests in PolyFlow Holdings, LLC |
| March 16, 2011 | GE Energy Financial Services, Other Investors Fund SustainX to Develop Innovative Energy Storage System for Electrical Grid |
| February 28, 2011 | GulfStar Group Announces the Majority Recapitalization of Pipeline Supply & Service Company, LP by Cadent Energy Partners, LLC |
| February 8, 2011 | GeoMet Announces Increase in Year-End Estimated Proved Reserves Preliminary 2010 Operational Information Guidance for 2011 Capital Expenditures and Hedging Update |
| January 6, 2011 | GeoMet Regains Compliance with NASDAQ Global Market Continued Listing Requirements |
| September 14, 2010 | GeoMet Announces Completion of $40 million Convertible Preferred Stock Offering, Effectivness of New Bank Credit Agreement and Appointment of Two Additional Directors |
| June 4, 2010 | GeoMet Announces Execution of Investment Agreement and New Bank Credit Agreement |
| May 5, 2010 | GeoMet Announces Settlement of Litigation |
| May 5, 2010 | GeoMet Announces New Commitment for Additional Financing |
| May 3, 2010 | Destiny Resource to be renamed Logan International Inc. |
| March 1, 2010 | Destiny Resource Services Corp. Announces Closing of Merger With Logan Oil Tools and Proposed Name Change |
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| February 3, 2012 | GeoMet Announces Receipt of NASDAQ Global Market Listing Deficiency Notice |
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Houston, Texas – February 3, 2012 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that it received notice from The NASDAQ Stock Market today advising the Company that, for the previous 30 consecutive business days, the bid price for the Company`s common stock had closed below the minimum $1.00 per share required under NASDAQ Marketplace Rule 5450(a)(1) for continued listing on the NASDAQ Global Market. The notification letter states that the Company will be afforded 180 calendar days to regain compliance with the minimum bid price requirement. In order to regain compliance, the bid price of the Company’s common stock must close at $1.00 per share or more for a minimum of ten consecutive business days. The grace period expires on August 1, 2012. In the event that the bid price deficiency is not cured by that time, the Company’s securities will be subject to delisting. An additional 180-day period will be available to regain compliance if the Company transfers its listing to the NASDAQ Capital Market and meets all other listing requirements. The notification letter has no effect on the listing or trading of the Company`s common stock and preferred stock on the NASDAQ Global Market at this time. No financial covenants or other agreements are impacted by this notice.
The Company intends to actively monitor the bid price for its common stock between now and August 1,2012 and will consider all available options to resolve the deficiency and regain compliance with the NASDAQ Global Market minimum bid price requirement.
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in Alabama, West Virginia and Virginia. We also control non-producing coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com) or visit our website at www.geometinc.com. |
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| January 30, 2012 | WESTFIRE PROVIDES FOURTH QUARTER AND OPERATIONAL UPDATE |
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Viking
growth drives 2011 exit production to 9,300 boepd
CALGARY, Alberta, (January 30,
2012) WestFire Energy Ltd. (“WestFire” or the “Company”) (TSX: WFE) is pleased
to provide the following update.
Highlights
·
2011
exit production of 9,300 barrels of oil equivalent per day (“boepd”), exceeding
its 9,000 boepd exit rate guidance
·
Fourth
quarter average production of 8,618 boepd (68% liquids weighted), which is
within 2% of the Company’s 8,750 boepd guidance
·
Drilled
22 (19.0 net) wells during the fourth quarter with a 100% success rate
·
Increased
Viking production to a record level of 3,041 boepd in the fourth quarter and
exited the year at 3,755boepd
·
Liquids
weighted assets acquired through the Orion Oil and Gas Corporation
(“Orion”)transaction continue to generate substantial cash flow that has been redeployedto
finance development of the Company’s extensive Viking oil resource play
·
Active
first quarter 2012 drilling program with three drilling rigs currently
operating in the Viking
Operations
Update
·
WestFire
exited 2011 with field estimated production of 9,300 boepd, of which 65% was
oil and liquids. In addition, WestFire
had 12 (9.0 net) Viking horizontal oil wells awaiting completion at year-end.
·
WestFire
produced a quarterly record average production of 8,618 boepd in the fourth
quarter for an increase of 208% over the same period in the prior yearor a 46%
increase on a per diluted share basis.
Fourth quarterproduction was impacted by a major battery expansion at
Redwater Alberta which required the shut-in of approximately 1,200boepdfor 15
days in November.
·
Fourth
quarter Viking production averaged 3,041boepd and exited the year at 3,755boepd
with an additional 12 (9.0 net) Viking horizontal wells awaiting completion at
year-end.
·
With
WestFire’s high netbacklight oil production from the Viking and its
liquids-rich natural gas production from the Swan Hills formation at Kaybob
South, the Company expects that its operating netback (before hedging) is
approximately $57.00 per boe based on current commodity prices.
·
22
(19.0 net) wells were drilled in the fourth quarter, bringing the year to date
total to 115 (103.3net) wells, all with a 100% success rate.
·
During
the fourth quarter, the Company completed the balance of its 20 well Viking
vertical core hole program to better define reservoir characteristics on its
extensive Viking land holdings at Redwater, Alberta and Plato,
Saskatchewan. This program was
successful in identifying areas of higher quality reservoir adding significant
horizontal drilling inventory in the areas studied.
·
Of
the 115 (103.3 net) development wells drilled during 2011, 89 (77.5 net) were
Viking horizontal oil wells at its core operating areas of Redwater (51/50.0
gross/net),Provost (8/8.0 gross/net), Lucky Hills (21/10.5 gross/net) and Plato
(9/9.0 gross/net).
·
WestFire
currently has threerigs operating; two at Redwaterand one at Plato. These rigsare
scheduled to drill 40 (35.5 net) Viking horizontal light oil wells during the
first quarter of 2012.
Acquisitions
Update
·
The
acquisition of Orion closed on June 30,2011. Since closing the acquisition, WestFire has
drilled five (4.8 net) wells on the Orion lands consisting of three (3.0 net) successfulEllerslie
oil wells at Redwater and two (1.8 net) Swan Hills gas wells at Kaybob
South. The first of these twoKaybob
wells has been on continuous production since September and has outperformed the
previous Kaybob South wells drilled in 2011, while the second well is scheduled
for completion in the first quarter of 2012. Total production from the Orion assets, of
which 55% is high netback liquids, has generated approximately $32.8 million in
cash flow during the second half of 2011, the vast majority of which was
re-deployed into the development of WestFire’s Viking oil resource play.
·
Effective
December 9, 2011, WestFire completed a $40.3 million acquisition of Viking
assets at Redwater, Alberta where development of the Viking resource play to
date has exceeded Company expectations.
These assets include 10 sections of undeveloped lands containing in
excess of 100 potential horizontal drilling locations, which are complementary
to theRedwater lands acquired through the Orion acquisition. The Company now holds 52.5 (49.0 net)
sections of Viking lands in theRedwater area.
Year-end
2011 Reserves and Financial Results
WestFire has engaged its
independent reserve evaluator to commence the preparation of its annual reserve
report which is currently anticipated to be completed in early March. WestFire
expects to release its fourth quarter and year-end 2011 financial and operating
results on or aboutMarch 23, 2012.
Strategic
Alternatives Process
On December 19, 2011, WestFire
announced that its Board of Directors had decided to initiate a process to
identify, examine and consider a range of strategic alternatives available to
the Company with a view to enhancing shareholder value. Consistent with
WestFire’s press release of December 19, 2011, the Company does not intend to
disclose developments with respect to the process unless and until the Board of
Directors has approved a specific transaction or otherwise determines that
disclosure is appropriate.
WestFire expects to open a data room
as soon as reasonably possible which will include its independent reserves
report.However the Company has not established a definitive schedule to
complete its identification, examination and consideration for completion of
itsstrategic alternatives process.
WestFire has engaged Cormark
Securities Inc. as its financial advisor and parties interested in obtaining
further information regarding the process can contact Cormark Securities at
westfire@cormark.com.
WestFireis a Calgary based energy
company primarily focused on light oil development and production in Alberta
and central Saskatchewan. Common shares of WestFire are listed on the Toronto
Stock Exchange under the symbol WFE.
For further
information please contact:
Lowell
Jackson Jeff
Holmgren
President and CEO Vice
President Finance & CFO
WestFire
Energy Ltd. WestFire
Energy Ltd.
Telephone: (403) 718-3601 Telephone:
(403) 718-3603
Facsimile: (403) 261-9658 Facsimile: (403) 261-9658
The Toronto Stock Exchange has neither
approved nor disapproved
the
information contained herein.
Cautionary
Statements
Unaudited financial informationCertain financial and operating
information included in this pressrelease for the quarter and year ended
December 31, 2011, such asoperating netback (before hedging) and cash flow are
based on estimated unauditedfinancial results for the quarter and year then
ended, and are subject to the same limitations as discussed under
"Forward- looking information andstatements" set out below. These estimated
amounts may change upon thecompletion of audited financial statements for the
year ended December 31, 2011 and changes could be material. See "Non-GAAP Measurements" below.
Forward-looking information and statements This news release contains certain
forward–looking information and statements within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may",
"will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to
identify forward-looking information or statements. In particular, but without
limiting the forgoing, this news release contains forward-looking information
and statements pertaining to the following; the ongoing ability to generate cash
flow and the redeployment of such cash flow to finance development of the
Company`s Viking oil resource play; the activity level of the drilling program
in the first quarter of 2012; the amount of the Company`s anticipated operating
netback (before hedging); the anticipated benefits of the Company`s Viking
vertical core hole program; the number of drilling rigs to be operated and the
number of wells to be drilled during the first quarter of 2012; the timing for
completion of wells; the number of potential Viking horizontal drilling
locations; the timing of the completion of the Company`s independent reserve
report; the timing of the release of the Company`s fourth quarter and year-end
financial and operating results; and the disclosure of developments relating to
the Company`s strategic alternatives review process and the anticipated
benefits of such process.
In addition, forward-looking statements or information are
based on a number of material factors, expectations or assumptions of WestFire
which have been used to develop such statements and information but which may
prove to be incorrect. Although WestFire believes that the expectations
reflected in such forward-looking statements or information are reasonable,
undue reliance should not be placed on forward-looking statements because
WestFire can give no assurance that such expectations will prove to be correct.
In addition to other factors and assumptions which may be identified herein,
assumptions have been made regarding, among other things: results from drilling
and development activities consistent with past operations; the continued and
timely development of infrastructure in areas of new production; continued
availability of debt and equity financing and cash flow to fund WestFire`s
current and future plans and expenditures; the impact of increasing
competition; the general stability of the economic and political environment in
which WestFire operates; the timely receipt of any required regulatory
approvals; the ability of WestFire to obtain qualified staff, equipment and
services in a timely and cost efficient manner; drilling results; the ability
of the operator of the projects in which WestFire has an interest in to operate
the field in a safe, efficient and effective manner; the ability of WestFire to
obtain financing on acceptable terms; field production rates and decline rates;
the ability to replace and expand oil and natural gas reserves through
acquisition, development and exploration; the timing and cost of pipeline,
storage and facility construction and expansion and the ability of WestFire to
secure adequate product transportation; future commodity prices; currency,
exchange and interest rates; regulatory framework regarding royalties, taxes
and environmental matters in the jurisdictions in which WestFire operates; the
ability of WestFire to successfully market its oil and natural gas products;
that all necessary regulatory approvals will be obtained as and when required,
that there will be no material adverse change in the Company`s affairs or laws,
rules or regulations relating to the Company, its securities or business, there
will be no regulatory proceedings involving the Company or any of its directors
or officers, or any cease trade or other order prohibiting or restricting
trading in the Company`s securities and no major national or international
event will have occurred that has or could reasonably be expected to have a
material adverse effect on financial markets or the business, operations or
affairs of the Company.
The forward-looking information and statements included in
this news release are not guarantees of future performance and should not be
unduly relied upon. Such information and statements, including the assumptions
made in respect thereof, involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to defer materially from
those anticipated in such forward-looking information or statements including,
without limitation: changes in commodity prices; changes in the demand for or
supply of WestFire`s products; unanticipated operating results or production
declines; changes in tax or environmental laws, royalty rates or other
regulatory matters; changes in development plans of WestFire or by third party
operators of WestFire`s properties, increased debt levels or debt service
requirements; inaccurate estimation of WestFire`s oil and gas reserve and
resource volumes; limited, unfavorable or a lack of access to capital markets;
increased costs; a lack of adequate insurance coverage; the impact of
competitors; and certain other risks detailed from time-to-time in WestFire`s
public disclosure documents, (including, without limitation, those risks
identified in this news release and WestFire`s Annual Information Form filed on
SEDAR).
The forward-looking information and statements contained in
this news release speak only as of the date of this news release, and WestFire
does not assume any obligation to publicly update or revise any of the included
forward-looking statements or information, whether as a result of new
information, future events or otherwise, except as may be expressly required by
applicable securities laws.
BOE
EquivalentBarrel of oil
equivalents or BOEs may be misleading, particularly if used in isolation. A BOE
conversion ratio of 6 mcf: 1 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. As the
value ratio between natural gas and crude oil based on the current prices of
natural gas and crude oil is significantly different from the energy
equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as
an indication of value.
Non-GAAP
MeasurementsReaders are cautioned that this press release includes the non-GAAP measure“operating
netback (before hedging)” which is not
defined under Canadian generally accepted accounting principles
("GAAP") adopted by
International Financial Reporting Standards .
Non-GAAP measures do not have any standardized meaning prescribed by GAAP
and therefore the method of calculating this measure may differ from other
companies and, accordingly, it may not be comparable to similar measures used
by other companies. Operating netback
(before hedging) is the net result of the Company’s revenue, net of royalty,
operating and transportation expenses and is specific to a point in time and
therefore will be unique to the period stated.
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| September 20, 2011 | GeoMet Announces Receipt of NASDAQ Global Market Listing Deficiency Notice |
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Houston, Texas – September 20, 2011 - GeoMet, Inc. (NASDAQ: GMET)(the “Company”) announced today that it received notice from The NASDAQ Stock Market on September 16, 2011 advising the Company that, for the previous 30 consecutive business days, the bid price for the Company`s common stock had closed below the minimum $1.00 per share required under NASDAQ Marketplace Rule 5450(a)(1) for continued listing on the NASDAQ Global Market. The notification letter states that the Company will be afforded 180 calendar days to regain compliance with the minimum bid price requirement. In order to regain compliance, the bid price of the Company’s common stock must close at $1.00 per share or more for a minimum of ten consecutive business days. The grace period expires on March 14, 2012. In the event that the bid price deficiency is not cured by that time, the Company’s securities will be subject to delisting. An additional 180-day period will be available to regain compliance if the Company transfers its listing to the NASDAQ Capital Market and meets all other listing requirements. The notification letter has no effect on the listing or trading of the Company`s common stock and preferred stock on the NASDAQ Global Market at this time.
Commenting on the notice Darby Seré President and Chief Executive Officer said “We are obviously disappointed to receive this notice but it is important to point out that it does not impact the Company’s financial stability or daily operations. No financial covenants or other agreements are impacted by this notice. The Company believes it has the financial flexibility and liquidity necessary to execute its capital and operational plans.”
The Company intends to actively monitor the bid price for its common stock between now and March 14, 2012, and will consider all available options to resolve the deficiency and regain compliance with the NASDAQ Global Market minimum bid price requirement.
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com) or visit our website at www.geometinc.com. |
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| August 19, 2011 | AKS Technologies Joins the Probe Platform |
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FORT WORTH, TX, August 19, 2011 – Probe Holdings, Inc. has acquired the assets of AKS Technologies, Inc. of Houston, TX, USA, in an undisclosed cash and equity transaction. This oilfield technology based acquisition is part of a strategic plan to create a world-class technical engineering and manufacturing group that can provide downhole tools and systems to the global oilfield service sector.
“AKS Technologies has brought some very smart technology to the surface data acquisition and distribution market”, said Maarten Propper, CEO of Probe Holdings, Inc.” and they complement many of our downhole data acquisition tools, especially in the permanent monitoring business. They are a great team who share many of the same cultural values of the Probe group. Their innovative style and efficient execution will yield accretive business across the group.”
Dave Royko, CEO of AKS Technologies, Inc. commented that “the Probe platform is a great opportunity for us all to accelerate growth and the technology adoption process. AKS joining Probe is a triple win…a win for us, a win for Probe and above all a big win for our combined customers who will get great access to new and innovative technology.”
Within the growing Probe organization, Dave Royko will be the Regional Manager for Probe`s North American Geo-Center based in Houston and he will also have overall responsibility for managing the Probe Denver Technical Center based in Englewood, CO. The Denver Technical Center has a focus on both downhole and surface production monitoring systems and associated data-to-desk solutions.
Probe’s strategy revolves around developing fit-for-purpose technical tools and systems while providing customers with exemplary customer support. Probe’s Technical Centers are responsible for delivering technical tools and support systems and its Geo-Centers are responsible for front line customer support, training, repair & maintenance of tools as well as providing and maintaining a rental fleet of tools that is appropriate for that particular market. |
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| July 12, 2011 | WestFire Energy Completes Strategic Merger with Orion Oil & Gas Creating a Uniquely Positioned Intermediate Producer Focusing on the Viking Light Oil Resource Play and Establishes a New $200 Million Syndicated Credit Facility |
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FOR IMMEDIATE RELEASE
NEWS
RELEASE
WestFire
Energy Completes Strategic Merger with Orion Oil & Gas Creating a Uniquely
Positioned Intermediate Producer Focusing on the Viking Light Oil Resource Play
and Establishes a New $200 Million Syndicated Credit Facility
Calgary, Alberta, June 30,
2011 - WestFire Energy Ltd. ("WestFire") (TSX: WFE) is pleased
to announce the successful completion of the strategic merger with Orion Oil
& Gas Corporation ("Orion") pursuant to the previously
announced plan of arrangement (the "Arrangement"). Immediately
upon completion of the Arrangement, WestFire and Orion amalgamated under the Business
Corporations Act (Alberta), continuing as WestFire Energy Ltd.
The requisite approvals of
the shareholders of each WestFire and Orion and the Court of Queen`s Bench of
Alberta in connection with the Arrangement were obtained earlier today.
Pursuant to the Arrangement,
the previous shareholders of Orion received an aggregate of 22,527,938 common
shares of WestFire ("WestFire Shares") and an aggregate of
15,613,689 non-listed, non-voting convertible shares ("WestFire
Non-Voting Shares"), which may be converted into WestFire Shares on a
one for one basis in certain circumstances. Substantially all of the WestFire
Non-Voting Shares are held by Sprott Resource Corp. ("SRC")
which also owns approximately 19.5% of the WestFire Shares.
In connection with the
closing of the Arrangement, WestFire is also pleased to announce that Mr. Roger
Thomas, a former director of Orion, has been appointed to WestFire’s board of
directors.
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WESTFIRE
POST ARRANGEMENT Pro Forma Market
Capitalization (1)
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$568
million
|
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Pro
Forma Shares Outstanding (2)
|
83
million
|
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Pro
Forma Net Debt (3)
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$56
million
|
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Pro
Forma Enterprise Value
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$624
million
|
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Pro
Forma Estimated Production at Closing
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9,000
boe/d (60% oil and liquids)
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Pro
Forma P+P Reserves (4)
|
37.2
MMboe
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Notes:
(1) The market capitalization is calculated based on the June 30,
2011 WestFire share price of $6.85 and pro forma share capital.
(2) Based on 67.4 million WestFire
Shares and 15.6 million WestFire Non-Voting Shares at closing.
2
(3) Net debt as at March 31, 2011 for WestFire and Orion
(including transaction costs).
(4) Reserves evaluated by GLJ Petroleum
Consultants as at December 31, 2010, mechanically updated to March 31, 2011 for
both WestFire and Orion.
The Arrangement with Orion
is transformational for WestFire as it significantly enhances and accelerates
WestFire`s ability to develop its Viking light oil resource play at Redwater
and Provost in Alberta and at Dodsland and Plato in west central Saskatchewan.
Orion adds an important attribute of long-life, low-decline, liquids-rich
natural gas and light oil production that provides a strong strategic fit at
Redwater and significant free cash flow to deploy toward WestFire`s large
drilling inventory.
ADVISORS
Cormark Securities Inc.
acted as exclusive financial advisor to WestFire with respect to the
Arrangement. Scotia Waterous Inc. was retained by WestFire to provide a
fairness opinion in connection with the Arrangement and Desjardins Securities
Inc., Macquarie Capital Markets Canada Ltd. and Raymond James Ltd. acted as
strategic advisors to WestFire with respect to the Arrangement.
FirstEnergy
Capital Corp. acted as exclusive financial advisor to Orion with respect of the
Arrangement and provided a fairness opinion in connection with the Arrangement.
CREDIT
FACILITY
WestFire
also announces that it has secured an increase of $158 million on its credit
facility. WestFire’s existing credit facility will be replaced with a new
syndicated credit facility and an operating facility in an aggregate principal
amount of $200 million (together the "Credit Facilities").
The
syndication of the Credit Facilities was co-led by ATB Financial ("ATB")
and Canadian Imperial Bank of Commerce (“CIBC”) and includes The Toronto
Dominion Bank (“TD”), The Bank of Nova Scotia ("BNS"),
and BNP Paribas (Canada) ("BNP"). The new Credit Facilities
are comprised of a $190 million committed syndicated credit facility and a $10
million committed operating facility. Both are revolving facilities with term-out
provisions with the initial revolving period ending June 28, 2012. If the
Credit Facilities are not renewed they will convert to 365-day term loans. The
Credit Facilities will bear interest at the prime rate, bankers` acceptance
rate or LIBOR plus a spread determined by WestFire`s debt-to-EBITDA ratio. The
proceeds of the Credit Facilities may be used for general corporate purposes,
including working capital and acquisitions.
"We
are very pleased to have executed a significant increase in our Credit
Facilities. The confidence and support shown by ATB, CIBC, TD, BNS, and BNP is
a testament to the progress we have made thus far and we look forward to
strengthening our relationship with our new partners," said Lowell
Jackson, President and Chief Executive Officer of WestFire. "These Credit
Facilities, combined with our free funds flow from operations, ensure that we
have the financial capability required to support the acceleration of our large
drilling inventory."
For
further information please contact:
Lowell
Jackson Stephen Burtt
President
and CEO Vice President Finance and CFO
WestFire
Energy Ltd. WestFire Energy Ltd.
Telephone:
(403) 718-3601 Telephone: (403) 718-3603
Facsimile:
(403) 261-9658 Facsimile: (403) 261-9658
The Toronto Stock Exchange has neither
approved nor disapproved the information contained herein. 3
READER
ADVISORY
Non-GAAP Measures
The above information
includes non-GAAP measures not defined under generally accepted accounting
principles ("GAAP"), including net debt. Non-GAAP measures do not
have any standardized meaning prescribed by GAAP and are therefore unlikely to
be comparable to similar measures presented by other issuers. Net Debt is
current liabilities less current assets, excluding the current portion of
future tax assets.
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. More particularly and without
limitation, this press release contains forward looking statements and
information concerning the use of proceeds of funds drawn under the Credit
Facilities; the financial capability required to accelerate WestFire`s drilling
inventory; WestFire`s petroleum and natural gas production and reserves;
business strategy; future development and growth opportunities; prospects;
asset base; and anticipated benefits from the Arrangement. The forward-looking
statements and information are based on certain key expectations and
assumptions made by WestFire, including expectations and assumptions concerning
prevailing commodity prices and exchange rates, applicable royalty rates and
tax laws; future well production rates and reserve volumes; the timing of
receipt of regulatory and securityholder approvals, the performance of existing
wells; the success obtained in drilling new wells; the sufficiency of budgeted
capital expenditures in carrying out planned activities; and the availability
and cost of labour and services. Although WestFire 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 WestFire can give no
assurances that they will prove to be correct. Since forward-looking statements
and information 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, the risks associated with the oil
and gas industry in general such as 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
reserves, production, costs and expenses; health, safety and environmental
risks; commodity price and exchange rate fluctuations; marketing and
transportation; loss of markets; environmental risks; competition; incorrect
assessment of the value of acquisitions; failure to realize the anticipated
benefits of acquisitions; ability to access sufficient capital from internal
and external sources; failure to obtain required regulatory and other
approvals; and changes in legislation, including but not limited to tax laws,
royalties and environmental regulations. There are risks also inherent with the
completion of the Arrangement, including failure to realize anticipated
synergies or cost savings; risks regarding the integration of the two entities;
and incorrect assessments of the values of the other entity.
Readers are cautioned that
the foregoing list of factors is not exhaustive. Additional information on
these and other factors that could affect WestFire`s operations or financial
results are included in reports on file with applicable securities regulatory
authorities and may be accessed through the SEDAR website (www.sedar.com) or WestFire`s website
(www.westfireenergy.com).
The forward-looking
statements and information contained in this press release are made as of the
date hereof and WestFire 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 expressly required by
applicable securities laws. 4
Boe
Equivalent
Disclosure provided herein
in respect of barrels of oil equivalent (boe) may be misleading, particularly
if used in isolation. A boe conversion ratio of 6 Mcf:1 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
|
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| July 4, 2011 | Logan International Inc. Announces Disposition of Front-End Seismic Services Division |
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CALGARY, ALBERTA--(Marketwire - July 4, 2011) - Logan International Inc. (TSX:LII - News; "Logan") today announced that it and certain subsidiaries has entered into a definitive asset purchase agreement to sell substantially all of the assets and operations of its front-end seismic services division, Destiny Resources Services ("Destiny"), to certain subsidiaries of Clean harbors, Inc. for total consideration of $38 million.
Mr. David Barr, Logan`s Chief Executive Officer, stated "This transaction is consistent with our long term strategy; to be a leading worldwide supplier of downhole tools to the energy industry. The proceeds from the sale, which will retire substantiality all of Logan`s debt, will provide us with the financial strength and liquidity to pursue our aggressive growth strategy. As part of our plan, we will explore external acquisition opportunities as well as grow our existing businesses. The opportunity to realize Destiny`s full value and to invest the proceeds in our core business was the key factor in selling this division."
Mr. Barr added, "During our ownership of Destiny, we enhanced Destiny`s value by streamlining operations, by expanding our operation into the Marcellus Shale and by reducing overhead. We do not expect this transaction to have a material impact on our earnings through the remainder of 2011."
The transaction, which is subject to customary conditions, the successful completion of due diligence reviews and certain third party consents, is expected to close in July.
Peters & Co. Limited acted as financial advisor to Logan with respect to the Transaction.
Logan manufactures and sells a complete line of quality fishing and intervention tools including retrieving tools, surface tools, stroking tools and remedial tools (Logan Oil Tools, Inc.) for a variety of well work-over, intervention, drilling and completion activities; provides proprietary fracturing products including multi-zonal fracturing completion technology (Logan Completion Systems Inc.); and sells high performance polycrystalline diamond compact ("PDC") cutters and bearings (Dennis Tool Company).
Forward-Looking Statements
This press release contains forward-looking statements, including, without limitation, statements relating to the completion and closing and the anticipated benefits including the repayment of debt relating to this transaction. These statements relate to future events or future performance of Logan. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "propose", "expect", "potential", "continue", and similar expressions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect Logan`s current views with respect to certain events and are subject to certain risks, uncertainties and assumptions. Although Logan 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 we can give no assurance that they will prove to be correct. Many factors could cause Logan`s actual results, performance, or achievements to materially differ from those described in this press release. Readers are referred to Logan`s Annual Information Form filed on www.sedar.com which identifies significant risk factors which could cause actual results to differ from those contained in the forward-looking statements. Should one or more risks or uncertainties materialize or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. Logan does not intend and does not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in any jurisdiction.
For more information about Logan International Inc. please visit our website at www.loganinternationalinc.com.
Contact: David Barr Logan International Inc. Chief Executive Officer 403-237-6437 Calgary 281-617-5300 Houston Larry Keister Logan International Inc. Chief Financial Officer 403-237-6437 Calgary 832-386-2534 Houston
|
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| May 25, 2011 | GeoMet Declares Preferred Dividend |
| |
Houston, Texas – May 25, 2011 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that its Board of Directors has declared a quarterly dividend to its preferred stockholders covering the period April 1, 2011 through June 30, 2011 to be paid through the issuance of .03125 preferred share (“PIK Preferred Shares”) per outstanding share of preferred stock. The dividend has been calculated at an annual rate of 12.5%. Should the calculation of the dividend of PIK Preferred Shares to any preferred stockholder result in a fractional share, the portion of the dividend attributable to such fractional share will be paid in cash. The aggregate amount of cash paid for all fractional shares will be nominal. The dividend will be paid on June 30, 2011 to preferred stockholders of record on June 10, 2011. In the aggregate, approximately 133,000 additional preferred shares will be issued in connection with this dividend.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), or visit our website at www.geometinc.com. |
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| May 11, 2011 | WestFire Energy and Orion Oil & Gas Announce a Strategic Merger Creating a Uniquely Positioned Intermediate Producer Focusing on the Viking Light Oil Resource Play |
| |
FOR IMMEDIATE RELEASE
JOINT NEWS RELEASE
WestFire Energy and Orion Oil & Gas Announce a Strategic Merger Creating a Uniquely Positioned Intermediate Producer Focusing on the Viking
Light Oil Resource Play
Calgary, Alberta, May 11, 2011 - WestFire Energy Ltd. ("WestFire") (TSX:WFE) and Orion Oil & Gas Corporation ("Orion") (TSX:OIP) are
pleased to jointly announce that they have entered into an arrangement agreement (the "Arrangement Agreement") whereby WestFire will
acquire all of the issued and outstanding shares of Orion on a market-to-market basis (the "Transaction"). The merger of the two companies will
create a uniquely positioned intermediate-sized producer focusing on the world-class Viking oil resource play in Alberta and west central Saskatchewan.
Pursuant to the Transaction, Orion shareholders will, for each common share of Orion (an "Orion Share") held, receive at their election, either
0.125 of a WestFire common share (a "WestFire Share") or 0.125 of a non-listed, non-voting convertible share (a " WestFire Non-Voting Share"), which may be converted into a WestFire Share on a one for one basis in certain circumstances. The 0.125 exchange
ratio reflects a deemed price of $8.00 per WestFire Share and $1.00 per Orion Share.
Sprott Resource Corp. ("SRC"), which currently controls approximately 71% of the Orion Shares on a fully diluted basis, has agreed to elect to
receive WestFire Non-Voting Shares to the extent that will result in SRC not owning more than 19.9% (no less than 19%) of the basic WestFire Shares
outstanding at closing of the Transaction. It is anticipated that, at closing, WestFire will have approximately 86.0 million fully diluted WestFire
Shares outstanding (including approximately 15.2 million WestFire Non-Voting Shares, all or substantially all of which will be owned by SRC). SRC has
further agreed not to sell any of its WestFire Shares issued on completion of the Transaction for at least 18 months following the closing of the
Transaction, unless otherwise approved by WestFire.
The Transaction will be completed by way of Plan of Arrangement and is subject to customary regulatory approvals and the requisite approvals of
WestFire and Orion shareholders. Closing of the Transaction is expected to occur in late June or early July, 2011.
The Board of Directors of each of WestFire and Orion have unanimously approved the Transaction, have determined that the Transaction is in the best
interests of their respective shareholders and have resolved to recommend that their respective shareholders vote in favour of the Transaction. Holders
of in excess of 19% of the WestFire Shares and 92% of the Orion Shares have entered into support agreements pursuant to which they have agreed to vote
their respective shares in favour of and to support the Transaction. Both WestFire and Orion have agreed to not solicit or initiate discussions
regarding any other business combination or sale of material assets and each has been granted the right to match any superior proposals. The
Arrangement Agreement provides for a reciprocal $15 million non-completion fee payable to WestFire or Orion, as the case may be, in certain
circumstances if the Transaction is not completed.
SUMMARY OF THE ACQUISITION
WestFire is focused on exploiting the Viking light oil resource play at Redwater and Provost in Alberta and at Plato and Dodsland in west central
Saskatchewan. The Company has assembled a prospective drilling inventory of over 1,100 net Viking locations representing over $1.3 billion of future
capital projects. At its current pace of activity, this inventory would take approximately 15 years to exploit.
WestFire has been seeking non dilutive opportunities to accelerate the development of this project inventory for the benefit of its shareholders. This
Transaction gives WestFire that opportunity.
Orion possesses a predictable, long reserve life, highly focused asset base which is 55% weighted to oil and liquids. Orion`s assets are substantially
100% operated, high working interest properties (averaging over 90%) and include ownership in key strategic processing infrastructure. Additionally,
Orion has been able to enhance its cash flow netbacks by maintaining a low cost structure with operating costs of approximately $12.00 per boe.
WestFire has identified a number of growth opportunities on the Orion asset base including infill drilling at Kaybob and development at Redwater. The
Orion asset base is characterized by low declines and favourable operating costs, and production can be maintained by deploying a low percentage of
generated cash flow. WestFire`s current plan is to maintain existing production on the Orion asset base while redirecting the bulk of Orion`s free cash
flow into WestFire`s Viking drilling inventory to accelerate its development and production growth. WestFire`s current production mix is 70% oil and
liquids with the Viking making up approximately 40% of total corporate production.
Within 18 months of redeploying Orion`s free cash flow into the Viking, WestFire anticipates being able to restore Viking production back to
approximately 40% of total corporate production, resulting in a substantially larger entity with production at over 12,000 boe/d with approximately 85%
of its Viking inventory left to drill at that time.
Orion`s key asset is its 91% interest in the Kaybob South Beaverhill Lake Gas Unit #1, which is a liquids rich (125 bbl per MMcf), large gas-in-place
legacy asset with substantial infill drilling and enhanced recovery potential. The stable production base at Kaybob, which has been on production since
1968, provides high liquids yield and premium heat content gas, generating attractive operating netbacks. Additionally, Orion contributes key
strategic interests at Redwater, where WestFire has identified at least 40 Viking locations as well as other opportunities in the Ellerslie formation.
The combined company will be led by the existing WestFire management team and Board of Directors. As part of the Transaction, WestFire has agreed to
appoint two existing Orion directors (currently contemplated to be Messrs. Wayne Thomson and Roger Thomas) to the Board of Directors of WestFire.
Key attributes of Orion are as follows:
|
Production (estimated at closing):
|
5,500 boe/d (55% oil and liquids)
|
|
Proved Reserves (1):
|
15.2 MMboe (47% oil and liquids)
|
|
P+P Reserves (1):
|
23.5 MMboe (47% oil and liquids)
|
|
Reserve Life Index:
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7.6 years (Proved), 11.7 years (P+P)
|
|
Estimated Future Drilling, Recompletion or Reactivation Locations:
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108 (50 booked at year-end 2010)
|
|
Operating Netback (estimated) (2):
|
Greater than $39.00/boe
|
Notes:
(1) Reserves evaluated by GLJ Petroleum Consultants as at December 31, 2010, mechanically updated to March 31, 2011 for Orion.
(2) Based on May 10, 2011 forward strip pricing of US$104.83/bbl WTI, CDN$3.91/mcf AECO and $1.05US$/CDN$ FX and uses estimated production at
closing of 5,500 boe/d, a 15% royalty rate, $12.00/boe operating costs and transportation of $0.40/boe and excludes the impact of Orion`s hedge book.
ACQUISITION METRICS
Based on a deemed price per WestFire Share of $8.00 and the assumption of approximately $54.9 million in net debt (as at March 31, 2011, including
transaction costs), the purchase price of Orion is approximately $360.0 million, resulting in acquisition metrics as follows:
|
Production:
|
$65,457/boe/d of current production
|
|
Proved Reserves (1):
|
$23.70/boe of proved reserves
|
|
P+P Reserves (1):
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$15.32/boe of P+P reserves
|
|
P+P Recycle Ratio (2):
|
2.6 times
|
|
Cash Flow Multiple (3):
|
5.4 times
|
Notes:
(1) Reserves evaluated by GLJ Petroleum Consultants as at December 31, 2010, mechanically updated to March 31, 2011 for Orion.
(2) Utilizing the operating netback shown above.
(3) Based on May 10, 2011 forward strip pricing of US$104.83/bbl WTI, CDN$3.91/mcf AECO and $1.05US$/CDN$ FX, production of 5,500 boe/d and
excluding the impact of Orion`s hedge book.
STRATEGIC RATIONALE
The Transaction is transformational for WestFire as it significantly enhances and accelerates WestFire`s ability to develop its world-class Viking
light oil resource play at Redwater and Provost in Alberta and at Dodsland and Plato in west central Saskatchewan. Orion adds an important attribute
of long-life, low-decline, liquids-rich natural gas and light oil production that provides strong strategic fit at Redwater and significant free cash
flow to deploy toward WestFire`s large drilling inventory.
The successful completion of the Transaction will result in an entity with the following key attributes:
-
Market capitalization of approximately $675 million with production of approximately 9,000 boe/d (60% oil and liquids). Production is targeted to
grow to over 12,000 boe/d (65% oil and liquids) at the end of 2012;
-
One of the select intermediate-sized, light oil resource play focused, growth entities and the only one focused on the world class Viking play;
-
Over 150,000 net acres of undeveloped land on the Viking with over 1,100 identified low risk drilling locations;
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A large original-gas-in-place, liquids-rich legacy asset at Kaybob with significant infill drilling and enhanced recovery potential;
-
A new WestFire with added size and scale and substantial free cash flow for accelerated development of its Viking resource play;
-
An exceptionally strong balance sheet allowing WestFire to self-finance its capital programs without the requirement for equity financing for the
foreseeable future;
-
The Transaction is immediately accretive to WestFire on the following measures:
-
37% on run rate cash flow per share;
-
43% on current production per share;
-
50% on reserves per share (proven plus probable);
-
Reduces operating costs by 14% to $13.36 per boe; and
-
Reduces total cash costs by 11% to $16.19 per boe.
Lowell Jackson, WestFire`s President and CEO, said, "The merger with Orion is a transformational step for WestFire. We have assembled an enviable asset
position on the Viking resource play and have been focused on how best to monetize its value for WestFire shareholders. The substantial free cash flow
the Orion asset base generates can be redeployed into the Viking, accelerating our 15-year inventory much faster than WestFire could do on its own. Our
Viking weighted production mix will be restored within 18 months, positioning us as the `go-to intermediate` for light oil exposure".
Gary Guidry, Orion`s President and CEO said, "Orion has built a focused, high quality, low cost, low-decline, liquids-rich asset base. We have
considerable enhanced recovery potential through infill drilling on our own assets; however, a merger with WestFire gives our shareholders exposure to
the Viking light oil resource play while still maintaining an interest in the upside on our own asset base". "We would like to thank our staff for
their dedication and exceptionally hard work and look forward to what Lowell and his team can do on the combined asset base".
Kevin Bambrough, President and CEO of Sprott Resource Corp. commented, "We expect this transaction to deliver meaningful value to all shareholders.
The combined company will have a strong balance sheet and significant free cash flow, allowing it to take advantage of the growth potential in the
Viking light oil resource play and accelerate the inventory of locations. This continues Sprott Resource Corp.`s commitment to partner with strong
management teams and we look forward to realizing the potential in this combination".
PRO FORMA OPERATING AND FINANCIAL INFORMATION
|
Pro Forma Market Capitalization (1)
|
$674 million
|
|
Pro Forma Shares Outstanding (2)
|
83.0 million
|
|
Pro Forma Net Debt (3)
|
$56 million
|
|
Pro Forma Enterprise Value
|
$730 million
|
|
Pro Forma Estimated Production at Closing
|
9,000 boe/d (60% oil and liquids)
|
|
Pro Forma Run Rate Cash Flow (4)
|
$123 million
|
|
Pro Forma Net Debt to Run Rate Cash Flow
|
0.5 times
|
|
Pro Forma P+P Reserves (5)
|
37.2 MMboe
|
Notes:
(1) The market capitalization is calculated based on the May 10, 2011 WestFire share price of $8.12 and pro forma share capital.
(2) Based on 67.8 million common shares and 15.2 million non-voting, non-listed shares outstanding at closing.
(3) Net debt as at March 31, 2011 for WestFire and Orion (including transaction costs).
(4) Run Rate cash flow is based on US$104.83/bbl WTI, CDN$3.91/mcf AECO and $1.05US$/CDN$ FX and uses estimated production at closing of 9,000
boe/d, a 14% royalty rate, $13.36/boe operating costs and transportation of $0.67/boe and excludes the impact of hedging.
(5) Reserves evaluated by GLJ Petroleum Consultants as at December 31, 2010, mechanically updated to March 31, 2011 for both WestFire and Orion.
ADVISORS
Cormark Securities Inc. is acting as exclusive financial advisor to WestFire with respect to the Transaction. Scotia Waterous Inc. has advised the
Board of Directors of WestFire that it is of the opinion, as of the date hereof, that the consideration to be payable by WestFire pursuant to the
proposed Transaction is fair from a financial point of view, to the WestFire shareholders. Desjardins Securities Inc., Macquarie Capital Markets Canada
Ltd. and Raymond James Ltd. are acting as strategic advisors to WestFire with respect to the Transaction.
FirstEnergy Capital Corp. is acting as exclusive financial advisor to Orion with respect of the Transaction and has provided the Board of Directors of
Orion with its verbal opinion that, as of the date hereof and subject to the review of final documentation, the consideration to be received by Orion
shareholders pursuant to the Transaction is fair, from a financial point of view, to the Orion shareholders.
READER ADVISORY
Non-GAAP Measures
The above information includes non-GAAP measures not defined under generally accepted accounting principles ("GAAP"), including net debt, operating
netback, and reserve life index. Non-GAAP measures do not have any standardized meaning prescribed by GAAP and are therefore unlikely to be comparable
to similar measures presented by other issuers. Net Debt is current liabilities less current assets, excluding the current portion of future tax
assets. Operating netback is calculated as revenue minus royalties, operating expenses, transportation expenses, and taxes. Operating netback is
specific to a point in time. Reserve life index is the ratio of reserves divided by the current annual production rate. Reserves life index is included
for investors and operators as a measure of the company`s sustainability.
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. More particularly and without limitation, this press
release contains forward looking statements and information concerning the combined company and each of WestFire`s and Orion`s petroleum and natural
gas production and reserves; undeveloped land holdings; reserve life index; future drilling locations, business strategy; future development and growth
opportunities; prospects; asset base; anticipated benefits from the Transaction, including accretion to WestFire on key operational and financial
measures, improved operating efficiencies, cost reductions; future cash flows; value and forecast debt levels; capital programs; forecast production;
and oil and natural gas prices. The forward-looking statements and information are based on certain key expectations and assumptions made by WestFire
and Orion, including expectations and assumptions concerning prevailing commodity prices and exchange rates, applicable royalty rates and tax laws;
future well production rates and reserve volumes; the timing of receipt of regulatory and securityholder approvals, the performance of existing wells;
the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability
and cost of labour and services. Although WestFire and Orion 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 WestFire and Orion
can give no assurances that they will prove to be correct. Since forward-looking statements and information 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, the risks associated with the oil and gas industry in general such as 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 reserves, production, costs and expenses;
health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental
risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access
sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals; and changes in legislation, including
but not limited to tax laws, royalties and environmental regulations. There are risks also inherent in the nature of the proposed Transaction,
including failure to realize anticipated synergies or cost savings; risks regarding the integration of the two entities; incorrect assessments of the
values of the other entity; and failure to obtain the required securityholder, court, regulatory and other third party approvals.
This press release also contains forward-looking statements and information concerning the anticipated completion of the proposed Transaction and the
anticipated timing for completion of the Transaction. WestFire and Orion have provided these anticipated times in reliance on certain assumptions that
they believe are reasonable at this time, including assumptions as to the time required to prepare meeting materials for mailing, the timing of receipt
of the necessary regulatory and court approvals and the satisfaction of and time necessary to satisfy the conditions to the closing of the Transaction.
These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or
court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. In addition, there
are no assurances the Transaction will be completed. Accordingly, readers should not place undue reliance on the forward-looking statements and
information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive.
Additional information on these and other factors that could affect WestFire and Orion`s, or the combined company`s operations or financial results are
included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), WestFire`s
website (www.westfireenergy.com) or Orion`s website (www.orionoilandgas.ca).
The forward-looking statements and information contained in this press release are made as of the date hereof and WestFire and Orion undertake 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 expressly required by applicable securities laws.
Boe Equivalent
Disclosure provided herein in respect of barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio
of 6 Mcf:1 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.
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| May 10, 2011 | Cadent Energy Partners II, L.P. invests in PolyFlow Holdings, LLC |
| |
Oaks, PA, May 10, 2010 – PolyFlow, LLC. (“PolyFlow”), a leading independent manufacturer of composite reinforced polymer pipe, announced today that it has secured an equity investment from Cadent Energy Partners II, L.P. (“Cadent”) to support its rapid growth. In addition to the investment made today, Cadent has allocated additional funds to pursue future strategic initiatives.
PolyFlow engineers, manufactures and markets composite tubing for the oil and gas exploration and production industry. PolyFlow’s products are reinforced with aramid fibers to create flexible pipe and tubing with high pressure capabilities, reduced pressure drops versus steel, corrosion resistance to the fluids and gases associated with oil and gas, and continuous spooled lightweight lengths to dramatically reduce installation costs.
“We are very pleased to welcome Cadent as partners in PolyFlow. We believe the oil and gas expertise of Cadent will serve PolyFlow well at this exciting time in the life of our company,” said PolyFlow’s President, Jay Wright. “We expect our business to continue its rapid growth in the years to come through market penetration and continual new product development for our customers.” The company recently launched its new six inch diameter pipes to transport ever increasing volumes of gas and fluids in the growing shale markets.
“PolyFlow’s product reputation and versatility of applications, as demonstrated by repeat sales to some of the leading U.S. and international operators, was a key factor in Cadent’s desire to invest in the company,” said David Coppé, a Partner with Cadent. “PolyFlow’s position in the marketplace, innovative products, and strong industry acceptance make it a great platform investment for Cadent Energy Partners.” As part of the transaction, David Coppé and Steve Tadlock from Cadent will join PolyFlow’s Board of Directors alongside a representative of the minority shareholder.
About PolyFlow, LLC www.polyflowinc.com PolyFlow, LLC is a leading independent provider of reinforced polymer tubing to the oil and gas exploration and production industry. PolyFlow’s innovative products are being deployed in various basins and shales for numerous applications in North America, South America, Europe, the Middle East, and Asia.
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| March 16, 2011 | GE Energy Financial Services, Other Investors Fund SustainX to Develop Innovative Energy Storage System for Electrical Grid |
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WEST LEBANON, N.H.--(BUSINESS WIRE)--New Hampshire-based company SustainX has received $14.4 million from GE Energy Financial Services, a unit of GE (NYSE: GE), and other investors to continue developing its technology for energy storage using compressed air. Through the GE Ecomagination Challenge’s “Powering the Grid” program, in which SustainX is a partner, GE Energy Financial Services joins Cadent Energy Partners and prior investors Polaris Ventures and Rockport Capital in the new round of venture financing. The GE Ecomagination Challenge demonstrates GE’s global commitment to accelerate the development and deployment of innovative power-grid technologies through open collaboration, while providing financial support to develop and commercialize innovative technologies.
“SustainX has set a remarkable pace in developing its product and establishing joint ventures to aid in the commercial production of its energy storage units. We look forward to participating in its continued success.”
Details of the financing were not disclosed. A total of $5.4 million in earlier financing for SustainX came from the Small Business Innovation Research program of the National Science Foundation and from the Energy Storage Program of the US Department of Energy. AES Energy Storage, LLC is working with SustainX to demonstrate a full-size system in the field, capable of storing enough energy to power 1,000 typical US homes.
GE Energy Financial Services’ investment in SustainX reflects its commitment to enabling technology innovation by providing not only capital but technology evaluation and potential commercial opportunities with GE, particularly to develop a smarter power grid. The investment is based partly on GE Global Research’s evaluation of SustainX’s technology.
“GE’s backing, alongside that of other investors and the federal government, validates our efforts to develop and commercialize a cost-effective, grid-scale energy storage solution,” said Thomas Zarrella, CEO of SustainX. “We are on schedule to develop a grid-scale prototype to be demonstrated at an affiliated AES site where we can showcase our transformative energy storage technology.”
The present round of funding for SustainX represents the first time that both GE and Cadent Energy Partners have invested in the growing company. “We are pleased to be an investor in SustainX as we believe this company’s energy storage solution has a global market with enormous potential,” said Paul McDermott, Managing Partner of Cadent Energy Partners. McDermott continued, “SustainX has set a remarkable pace in developing its product and establishing joint ventures to aid in the commercial production of its energy storage units. We look forward to participating in its continued success.”
To store energy, SustainX compresses air by using electricity to drive pistons inside cylinders. The resulting high-pressure air is stored in above-ground vessels. To release energy later, the system uses stored air to drive the same pistons, which in turn drive an electric generator. SustainX technology keeps air at a nearly constant temperature during compression and expansion; this significantly improves efficiency and reduces the cost of compressed-air energy storage below that of other above-ground energy-storage options.
Independent experts estimate that the market for grid-scale energy storage will be $18 billion by 2015. Storage can improve the economics of wind and solar power, improve grid stability, store off-peak energy to be used during on-peak periods, improve the feasibility of microgrids in rural areas, and reduce emissions from the gas-turbine peaker plants presently used to keep electric supply precisely matched with demand.
About SustainX
SustainX was founded in 2007 by engineers at the Thayer School of Engineering at Dartmouth College. It has received funding from the National Science Foundation Small Business Innovation Research Program and the Energy Storage Program at the US Department of Energy, as well as equity investments from GE Energy Financial Services and top-tier venture investors Rockport Capital (with offices in Menlo Park, CA and Boston, MA), Polaris Venture Partners (Boston, MA and Seattle, WA), and Cadent Energy Partners (Stamford, CT and Houston, TX). SustainX is a General Electric Ecomagination Partner.
SustainX has received four US patents to date on core aspects of its technology, solidifying its leading IP position in the field of compressed-air energy storage. The issued patents are general enough to cover a wide range of isothermal systems, including both existing SustainX systems and those in development.
The company’s transformative energy storage technology, which it terms ICAES™ (for Isothermal Compressed-Air Energy Storage), uses no fuel. SustainX’s competitive advantages stem from its patented proprietary thermodynamic and hydraulic control innovations, a design centered on mature industrial components, and reliance on ambient-temperature, nontoxic working fluids.
SustainX ICAES is targeting the emerging market for bulk (grid-scale) energy storage being created by the growth in renewable generation, and aims to disrupt costly “peaker” plants that burn natural gas or other polluting fuels.
About GE Energy Financial Services
GE Energy Financial Services’ experts invest globally across the capital spectrum in essential, long-lived, and capital-intensive energy assets that meet the world’s energy needs. In addition to capital, GE Energy Financial Services offers the best of GE’s technical know-how, technology innovation, financial strength, and rigorous risk management. Based in Stamford, Connecticut, the GE business unit helps its customers and GE grow through new investments, strong partnerships, and optimization of its $21 billion in assets. For more information, visit http://www.geenergyfinancialservices.com.
About GE
General Electric (NYSE: GE) is a diversified infrastructure, finance and media company taking on the world’s toughest challenges. From aircraft engines and power generation to financial services, health care solutions, and television programming, GE operates in more than 100 countries and employs about 300,000 people worldwide. For more information, visit http://www.ge.com.
Contacts
SustainX, Inc. Dax Kepshire, 603-276-3393 dax@sustainx.comor GE Energy Financial Services Andy Katell, 203-961-5773 |
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| February 28, 2011 | GulfStar Group Announces the Majority Recapitalization of Pipeline Supply & Service Company, LP by Cadent Energy Partners, LLC |
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HOUSTON (February 2011) GulfStar Group is pleased to announce the majority recapitalization of Pipeline Supply & Service Company, LP (“PSS” or the “Company”) by Cadent Energy Partners, LLC (“Cadent”). The transaction was structured to provide the founder, Chuck Dalio, liquidity prior to end of 2010 while also providing PSS with capital to pursue its growth objectives. GulfStar Group served as exclusive financial advisor to PSS throughout the transaction, which closed on December 31st, 2010.
PSS, headquartered in Houston, Texas, is one of the largest independent providers of industrial products and services to the domestic oil and gas transmission industry. PSS stocks and distributes one of the industry’s most comprehensive industrial and safety product offerings. “CEO Chuck Dalio and his team have done an exceptional job of building PSS into the leading domestic pipeline supply, service and rental company,” said Darin Booth, Partner of Cadent. “We are very pleased to partner with Mr. Dalio to leverage the strong PSS brand with our significant equity commitment to fund geographic expansion, the launch of new products and services and acquisitions.”
The GulfStar transaction team included Managing Director Tom Hargrove, Associate Justin Moers and Analyst Jay Stone. “We are pleased to have had the opportunity to advise PSS on this transaction,” said Tom Hargrove. “We expect the partnership between PSS and Cadent to be extremely successful and commend Cadent for their commitment in completing this transaction in an accelerated timeframe."
About the Buyer
Cadent Energy Partners, with offices in Stamford, Connecticut and Houston, Texas, is a private equity firm that invests in small to medium-sized companies in the energy industry. Cadent provides expansion capital to firms that want to accelerate growth and build shareholder value in partnership with an experienced energy investor. Over the course of their careers, the Cadent principals have invested approximately $900 million in privately negotiated transactions across a broad range of energy sub-sectors. Cadent works closely with the management teams of its portfolio companies to assist them in creating long-term value for investors and management shareholders.
About GulfStar
GulfStar Group is a leading middle market investment and merchant bank headquartered in Houston, Texas. The firm specializes in providing merger and acquisition advisory services, institutional private placements of equity and debt, restructuring and turnaround advisory services and general corporate finance advisory services to companies with revenues or enterprise values generally ranging from $25 million to $350 million. Since its formation in 1990, GulfStar has completed more than 450 assignments across a variety of industries. Through its merchant banking affiliate the firm also makes equity and subordinated debt co-investments.
For additional information please email thargrove@gulfstargroup.com or call 713-300-2050. |
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| February 8, 2011 | GeoMet Announces Increase in Year-End Estimated Proved Reserves Preliminary 2010 Operational Information Guidance for 2011 Capital Expenditures and Hedging Update |
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Houston, Texas – February 8, 2011 - GeoMet, Inc. (NASDAQ: GMET) today announced an increase in its year-end 2010 estimated proved reserves from year-end 2009 and provided preliminary information on 2010 net gas sales volumes, gas price realizations and capital spending activity. Additionally, the Company provided preliminary guidance on capital activity for 2011 and an update of its current hedging activities.
Estimated Proved Reserves
Estimated proved natural gas reserves as of December 31, 2010 prepared by DeGolyer and MacNaughton, independent petroleum engineers, totaled approximately 216 billion cubic feet (Bcf), a 7 Bcf (3%) increase over year-end 2009 reserves. The Company replaced approximately 200% of its net gas sales volumes for the year. The present value of future net cash flows attributable to proved reserves, discounted at 10%, was approximately $126 million at December 31, 2010 as compared to approximately $98 million at December 31, 2009. A price of $4.49 per Mcf was used at December 31, 2010 versus $4.06 per Mcf at year-end 2009. The Company`s estimated proved reserves at December 31, 2010 are 100% coalbed methane and 76% developed. Approximately 64% of total year-end 2010 proved reserves are in the Pond Creek and Lasher fields in West Virginia and Virginia, and 36% are in the Gurnee field in Alabama. The reserve increase resulted primarily from development drilling in the Pond Creek field and the higher natural gas price used in the year-end 2010 estimate and, to a small extent, improved recovery factors in six Gurnee field wells where a new hydraulic fracturing technique was used to complete a behind pipe coal group during the last two years.
2010 Operational Update
Fourth quarter 2010 net gas sales volumes averaged approximately 20.3 million cubic feet (MMcf) per day, an increase of approximately 1% as compared to both the fourth quarter of 2009 and the third quarter of 2010. For the full year 2010, net gas sales volumes averaged approximately 20.2 MMcf per day, a decline of approximately 2.5% from the prior year. Fourth quarter 2010 net gas sales volumes were adversely impacted by a leak in the Company’s low pressure gathering system in the Pond Creek field which is estimated to have resulted in approximately 0.3 MMcf per day of lost sales volumes for the quarter. This leak was repaired in late December. Current net gas sales volumes are approximately 20.7 MMcf per day.
During 2010, 19 new wells were added to sales, with 16 wells added in the last half of the year. All of these new wells were drilled in the Virginia portion of the Pond Creek field. These wells are currently producing at rates approximately equal to the current field wide average production rate and are expected to continue to incline to peak rates significantly higher than the current field wide average production rate.
In our Gurnee, field a behind pipe coal group was completed in 4 wells using a new fracturing technique that the Company has been testing since late 2009. The results yielded incremental new production from this single coal group of about 218 Mcf per day, a 130% increase from the pre-fracture production rates from the 4 wells. A similar fracturing technique was also used to complete a deep coal group in a new well drilled in late 2010. The initial daily water production from this coal group is encouraging but without significant gas production to date, it is too early to quantify the economic results of the completion at this time. Fracturing of the remaining coal groups in the well will be conducted in the first quarter of 2011.
The Company estimates that its fourth quarter 2010 gas price realizations (including the impact of hedging) averaged $5.78 per Mcf. This represents an 8% increase from the prior year period and a 14% increase versus third quarter 2010. For the full year, gas price realizations (including the impact of hedging) averaged $5.72 per Mcf, an increase of approximately 5% from the prior year.
2010 Capital Expenditures and Guidance for 2011
GeoMet’s capital expenditures for 2010 were approximately $14 million (inclusive of capitalized overhead and certain other non-cash charges). The company has established a capital expenditure budget of approximately $14 million for 2011 (including capitalized overhead and certain other non-cash charges).
In 2010, the Company spent approximately $10.7 million to drill 20 new wells in the Virginia portion of its Pond Creek field. The Company has allocated approximately $9.5 million of its 2011 capital budget to drill another 20 wells in this area. In 2010, the Company spent approximately $1.8 million to test its new hydraulic fracturing technique in the Gurnee field in Alabama, drilling one new well and fracing previously uncompleted coal seams in 4 existing wells. The Company intends to spend approximately $2.7 million in the Gurnee field in 2011 to drill and complete 4 new wells in order to continue testing this new hydraulic fracturing technique.
The Company’s 2011 capital expenditures are expected to be funded from internally generated cash flows.
Hedging Update
The Company recently completed a forward sale of net volumes of approximately 3.3 MMcf per day for the period April through October 2011 at a price of $4.92 per Mcf and net volumes of approximately 2.5 MMcf per day for the period November 2011 through March 2012 at a price of $5.33 per Mcf. Following the addition these forward sales, the Company estimates that approximately 72% of its 2011 production is hedged at an average price of $5.91 per Mcf and approximately 56% of its 2012 production is hedged at an average price of $5.50 per Mcf
Commenting on these announcements, J. Darby Seré, GeoMet’s Chairman and Chief Executive Officer, said, “We did not drill any new wells during 2009 and all but 3 of the wells driiled in 2010 went on line after mid-July, most in the fourth quarter. The fact that we were able to increase reserves and hold production declines to approximately 2.5% in 2010 is a reflection of the long lived, shallow decline nature of our asset base. We expect to achieve growth in net gas sales volumes in 2011 and 2012 just from our drilling in the Pond Creek field.
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Except for statements of historical facts, all statements included in the document, including those preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions or variations on such words are forward-looking statements. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are volatility of future natural gas prices, which have been depressed recently, our estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in estimating quantities of proved natural gas reserves, in prospect development and property acquisitions and in projecting future rates of production, the timing of development expenditures and drilling of wells, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Steve Smith at (713) 287-2251 (ssmith@geometcbm.com) or visit our website at www.geometinc.com.
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| January 6, 2011 | GeoMet Regains Compliance with NASDAQ Global Market Continued Listing Requirements |
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Houston, Texas – January 6, 2011 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that it received notice from The NASDAQ Stock Market (“NASDAQ”) that it has regained compliance with the minimum $1.00 bid price per share required under NASDAQ Marketplace Rule 5450(a)(1) and, as such, is in compliance for continued listing on the NASDAQ Global Market.
On September 28, 2010, NASDAQ advised the Company that the bid price for its common stock for the previous 30 consecutive business days had closed below the minimum $1.00 per share requirement. The Company was granted a 180-day period by NASDAQ to regain compliance with the minimum bid price requirement. This extension was scheduled to expire on March 28, 2011.
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), or visit our website at www.geometinc.com. |
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| September 14, 2010 | GeoMet Announces Completion of $40 million Convertible Preferred Stock Offering, Effectivness of New Bank Credit Agreement and Appointment of Two Additional Directors |
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Houston, Texas – September 14, 2010 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that it has completed the sale of four million shares of its Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”) at $10.00 per share. Holders of Rights issued in the Company’s recently concluded Rights Offering acquired 41% of the Preferred Stock for approximately $16.5 million and Sherwood Energy, LLC acquired the remaining 59% for approximately $23.5 million pursuant to the terms of the Investment Agreement dated June 2, 2010 between the Company and Sherwood. The shares of Preferred Stock will trade on the NASDAQ Global Market under the symbol GMETP.
Proceeds from the sale of the Preferred Stock after paying fees and expenses totaled approximately $37.2 million and were used to reduce bank debt. In addition, the Company announced that its new three year bank credit agreement (the “Credit Agreement”) has been declared effective. The Credit Agreement provides for a borrowing base of $90 million and as of September 14, 2010 the Company has initial borrowings outstanding of approximately $80 million.
The increased liquidity will provide working capital to support the Company’s multi-year drilling program in the Pond Creek field and its new frac program in the Gurnee field. The Company plans to drill 20 wells in 2010 and at least 20 wells per year through 2013 in Pond Creek. The Company’s capital expenditure budget for 2010 is $13.1 million with approximately 80% allocated to development drilling.
In association with these events, Michael Y. McGovern and Gary S. Weber were appointed to the Company’s board of directors. Messrs. McGovern and Weber will, along with all other directors, stand for re-election at the Company’s annual stockholders’ meeting, which is presently scheduled for November 9, 2010.
Darby Seré, President and Chief Executive Officer, commented: “We are very pleased to have the recapitalization of the Company completed, which reduced our debt to capital ratio to 53% from 79% and our debt to EBITDA ratio to 3.68 from 5.39, both pro forma as of June 30, 2010, and provided the driver to extend our credit facility for three years. Following on the heels of our successful cost reduction program and the favorable settlement of long standing litigation, the recapitalization will allow us to focus on developing our assets and growing the Company’s production and reserves. Our low operating costs ($2.25 per Mcf in the second quarter of 2010) and our long-lived, shallow decline assets will allow us to do so while maintaining our capital expenditures at levels within our operating cash flows.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of GeoMet, Inc. nor shall there be any sale of such securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements Notice:
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.:
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), John Baldissera with BPC Financial at (800) 368-1217, or visit our website at www.geometinc.com.
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| June 4, 2010 | GeoMet Announces Execution of Investment Agreement and New Bank Credit Agreement |
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Houston, Texas – June 4, 2010 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that it has executed an Investment Agreement with Sherwood Energy, LLC (”Sherwood”), whereby Sherwood has agreed to purchase up to $40 million of the Company`s preferred stock in the event that a proposed preferred stock rights offering is not fully subscribed by its stockholders. Closing of the Sherwood backstop commitment is subject to certain conditions precedent, including approval of the Company’s stockholders, completion by the Company of the proposed $40 million preferred stock rights offering and the effectiveness of a new three year bank credit agreement. The Company expects to use the net proceeds from the rights offering and backstop commitment to reduce the Company’s outstanding borrowings under its senior credit facility.
The Company also announced today that it has executed a three year amended and restated bank credit agreement with its existing group of five banks (the “New Credit Agreement”), which will become effective following completion by the Company of the proposed $40 million preferred stock rights offering and Sherwood backstop commitment. Bank of America Securities LLC and BNP Paribas acted as Co-Lead Arrangers and Bookrunners. In addition to other provisions, the New Credit Agreement extends the maturity date of the Company’s bank credit facility from its current maturity date of May 6, 2011 to a date that is three years from the effective date of the New Credit Agreement. The New Credit Agreement provides for revolving credit borrowings of up to $180 million with an initial borrowing base of $90 million. The borrowing base will be reviewed each June and December with the next redetermination scheduled to take place in December 2010. Effectiveness of the New Credit Agreement is subject to completion of the proposed rights offering and backstop commitment, as well as customary conditions precedent.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of GeoMet, Inc. nor shall there be any sale of such securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), John Baldissera with BPC Financial at (800) 368-1217, or visit our website at www.geometinc.com.
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| May 5, 2010 | GeoMet Announces Settlement of Litigation |
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Houston, Texas – May 5, 2010 - GeoMet, Inc. (NASDAQ: GMET) announced today that it has reached an agreement resulting in a global settlement of all outstanding disputes and litigation with CONSOL Energy, Inc. and certain of its affiliates including CNX Gas Corporation (“CONSOL/ CNX”).
As part of the global settlement, CONSOL/CNX has agreed to grant GeoMet all consents and waivers necessary for permits to drill CBM wells on approximately 5,600 acres in the Virginia portion of GeoMet’s Pond Creek field. The Company has been limited in its ability to secure drilling permits on this acreage since these disputes and litigation began almost four years ago. The Company expects to drill more than 80 new wells in this portion of the field over the next 3-4 years. Average coal thicknesses and gas contents are generally greater in this area than in the remainder of the field and wells drilled by GeoMet in this area prior to the dispute have performed significantly better than the field-wide average.
As part of the global settlement, GeoMet has dismissed its antitrust litigation against CONSOL/CNX with prejudice. Although a state circuit court decision in 2009 cleared the way for GeoMet to proceed with discovery and trial in this matter, continuing this litigation would have been an ongoing drain on the Company’s resources with no assurance of a successful outcome.
This settlement provides a basis for future cooperation between the Company and CONSOL/CNX.
Commenting on the settlement, Darby Seré, GeoMet’s Chief Executive Officer, said, “We are pleased to finally have these matters behind us. With this settlement in place, we have the opportunity to resume our CBM development in Virginia which will allow us to increase proved reserves and production through the drilling of low risk high return wells. We look forward to resuming the operational cooperation between our companies that existed before the disputes arose in 2006.”
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), John Baldissera with BPC Financial at (800) 368-1217, or visit our website at www.geometinc.com.
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| May 5, 2010 | GeoMet Announces New Commitment for Additional Financing |
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Houston, Texas – May 5, 2010 - GeoMet, Inc. (NASDAQ: GMET) (the “Company”) announced today that it has received and accepted a commitment letter from Sherwood Energy, LLC (”Sherwood”), whereby Sherwood has agreed to the preliminary terms of a commitment to purchase up to $40 million of the Company`s preferred stock in the event that a proposed rights offering of the preferred stock is not fully subscribed by our stockholders.
The Company previously announced receipt of commitment letters for up to $40 million in financing in an April 1, 2010 press release. However, a Special Committee of the Company’s Board of Directors and the Board determined that the terms of the Sherwood commitment are more favorable to the Company and its shareholders in a number of material respects and therefore has directed the Company to discontinue negotiations with the parties to the previously announced commitment letters.
Under the terms of the rights offering contemplated in the Sherwood commitment letter, on the applicable record date the Company would distribute to the holders of its common stock rights to purchase up to an aggregate of 4,000,000 new shares of preferred stock at a subscription price of $10.00 per share. The preferred stock would be convertible into shares of the Company`s common stock at a conversion price of $1.30 per share, subject to customary adjustments. In the event that the Company`s stockholders do not subscribe for all 4,000,000 shares of preferred stock offered, Sherwood would purchase the remaining unsubscribed shares of preferred stock pursuant to the terms of a definitive investor agreement to be negotiated between the Company and Sherwood.
The preliminary terms of the Company`s preferred stock to be issued in connection with the proposed rights offering include the following:
•Dividends payable quarterly either in cash at an annual rate of 8.0% for the first three years and thereafter at the annual rate of 9.6% or, until the fifth anniversary of the closing date, in additional shares of preferred stock at an annual rate of 12.5%, at the option of the Company;
•After the third anniversary of the closing date, the Company may elect, subject to certain limitations based on recent trading volume in its common stock, to convert portions of the preferred stock if the average trading price of the Company`s common stock exceeds 225% of the conversion price ($2.93 based on a conversion price of $1.30);
•Redeemable at the option of the holder upon the earlier of (i) a liquidation event or (ii) the eighth anniversary of the closing date, and the redemption price for each share of preferred stock will be equal to the price paid for such share plus any accrued and unpaid dividends on such share.
The commitment letter represents the preliminary agreement among the parties with respect to the basic terms of the preferred stock and the investor agreement. The commencement of a rights offering by the Company is subject to the execution of a definitive investor agreement between the Company and Sherwood, completion of due diligence satisfactory to Sherwood, the approval of our stockholders and other terms and conditions. The terms of the commitment letter include a provision under which the Company has agreed not to solicit a competing offer from, or otherwise engage in any discussions or negotiations with anyone concerning any alternative proposal for a potential financing transaction, other than to the extent required by fiduciary obligations under Delaware law.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of GeoMet, Inc. nor shall there be any sale of such securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Forward-Looking Statements Notice
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements. In addition, the Company cannot assure that it will be successful in obtaining additional financing on the terms outlined in this press release or otherwise. Careful consideration should be given to the risk factors and other cautionary statements included in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission. GeoMet undertakes no duty to update or revise these forward-looking statements.
About GeoMet, Inc.
GeoMet, Inc. is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (“coalbed methane”) and non-conventional shallow gas. Our principal operations and producing properties are located in the Cahaba Basin in Alabama and the Central Appalachian Basin in West Virginia and Virginia. We also control coalbed methane and oil and gas development rights, principally in Alabama, British Columbia, Virginia, and West Virginia.
For more information please contact Stephen M. Smith at (713) 287-2251 (ssmith@geometcbm.com), John Baldissera with BPC Financial at (800) 368-1217, or visit our website at www.geometinc.com.
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| May 3, 2010 | Destiny Resource to be renamed Logan International Inc. |
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CALGARY, ALBERTA--(Marketwire - May 3, 2010) - Destiny Resource Services Corp. (TSX:DSC - News), which, subject to shareholder approval, will be renamed Logan International Inc. (and for purposes of this press release will be referred to as "Logan International"), is pleased to announce it has acquired Source Energy Tool Services Inc. ("Source"). Source is a privately held technology-focused oilfield services company providing downhole equipment and multi-fracturing tools and services, headquartered in Lloydminster, Alberta (the "Acquisition"). The Acquisition is consistent with Logan International`s previously stated strategy of growth in the downhole tool market. Logan International used its strong balance sheet to execute the Acquisition, which is expected to be accretive to 2010 EBITDA and earnings.
Under the terms of the agreement, Logan International paid $25 million Cdn. cash (less a 10% hold-back until certain terms and conditions are met) for all of the issued and outstanding common shares of Source and assumed approximately $1.1 million Cdn. of indebtedness to the selling shareholders. The Acquisition has been funded by cash on hand and by drawing on existing credit facilities, which were slightly modified to provide the acquisition financing.
The 4 key principals of Source have entered into employment and non-competition agreements. The existing principals of Source will be entitled to earn up to an additional $4.0 million Cdn., payable over two years, if certain sales growth targets are achieved for Source`s proprietary horizontal multi-fracturing tool and services division.
"The acquisition of Source fits perfectly with our growth and acquisition strategy" said Gerald Hage, Chief Executive Officer of Logan International. "We expect the results from this acquisition will be immediately accretive, creating value for our shareholders. Source`s MultiStim Fracture Isolation (TM) system is a proprietary multi-fracturing completion technology that is being adopted by oil and gas producers for the fracturing of horizontal wells. We intend to aggressively grow this business in Canada and introduce the technology in the U.S. and internationally through our existing network and relationships. Additionally, we expect to achieve significant synergies by leveraging Logan International`s engineering expertise and manufacturing excellence and by increasing sales through utilizing the expanded combined distribution systems of Logan Oil Tools and Source."
Peters & Co. Limited acted as financial advisor to Logan International.
About Source:
Source, founded in 2001, is a leading provider of equipment and services for completion, workover fishing activities and drilling motor systems in the Western Canadian Sedimentary Basin ("WCSB"). Source is headquartered in Lloydminster and has service locations in Lloydminster, Edmonton, Grande Prairie, Kindersley, Bonnyville and Brooks and a sales office in Calgary. Source has a proprietary multi-fracturing completion technology ("MultiStim Fracture Isolation (TM)") which is fully retrievable post-fracturing. The benefit of this technology is that it leaves a fully open well bore which allows for increased production flow and easier downhole intervention, if required. Other Source downhole products include packers, bridge plugs, fishing tools and services, liner hangers, casing patches and mud motors. Source`s customers include many of the most active senior, intermediate and junior oil and natural gas producers in the WCSB who use horizontal drilling and completion techniques.
Source services producers that are focused on both heavy and light oil play development. Source has an established base of operations in Kindersley, Saskatchewan servicing the Viking light oil play.
Using Source`s existing locations, Logan Oil Tools will have the ability to immediately increase revenue through enhanced distribution of its downhole tool products in Canada.
Logan International will utilize the majority of the Source product line in key unconventional oil and natural gas resource plays in the WCSB and will be introducing the proprietary MultiStim Fracture Isolation (TM) technology into the U.S., initially focusing on the Bakken light oil play in North Dakota.
Strategic Rationale and Benefits of the Acquisition
Some of the benefits of the Source Acquisition include:
-- Provides for the direct distribution of Logan Oil Tool products in
Canada through Source`s existing network of six service locations;
-- Source has a proprietary technology-driven product focused on a large
and growing market for horizontal well completion that utilizes multi-
frac technology (Bakken, Viking, Cardium, Montney, Marcellus, etc.);
-- The Acquisition complements Logan International`s existing downhole tool
focus and strategy;
-- Potential to enhance offerings to Source`s customers by combining
products of Logan Oil Tools with the Source service and distribution
capabilities; and
-- Engineering and manufacturing synergies will result from utilizing Logan
Oil Tools` plant, systems, quality control and expertise. This will
support the growth of Source`s MultiStim Fracture Isolation(TM)
technology and provide low cost manufacturing for Source`s traditional downhole tool products.
Financial Highlights
With the completion of the Acquisition, Logan International has net debt of $29.2 million USD., of which $12.7 million USD is term debt and the balance is short-term/revolver based or due to the Source shareholders. Logan anticipates releasing its results for Q1`10 on May 13, 2010.
Disposition of Non-Core Assets
On March 25, 2010, Logan International completed its previously disclosed sale of all of the outstanding stock of Diamant Drilling Services S.A. Logan International expects to record a small gain on the sale.
Name Change:
At the May 13, 2010, Annual General and Special Meeting of Shareholders, shareholders will vote on changing the name of the company to "Logan International Inc." If approved, the shares will trade on the Toronto Stock Exchange under the symbol "LII".
About Logan International
Logan International manufactures and sells a complete line of downhole products - retrieving tools, stroking tools, surface tools, remedial tools (Logan Oil Tools) and high performance polycrystalline diamond compact cutters and bearings (Dennis Tool Company) for a variety of well work-over, intervention, drilling and completion activities. Based in Houston, Texas, Logan Oil Tools is recognized as a leading source of superior products for many of the largest fishing and rental tool companies around the world. http://www.loganoiltools.com/. Logan International provides seismic front-end services to energy explorers and producers and to seismic acquisition companies in North America (Destiny Resource Services).
Forward-looking Statements
This press release contains forward-looking statements. These statements relate to future events or future performance of Logan International. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", and similar expressions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect Logan International`s current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Although Logan International 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 we can give no assurance that they will prove to be correct. Many factors could cause Logan International`s future results, performance, or achievements to materially differ from those described in this press release. Should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. Logan International does not intend and does not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, expect as required by law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in any jurisdiction.
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| March 1, 2010 | Destiny Resource Services Corp. Announces Closing of Merger With Logan Oil Tools and Proposed Name Change |
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CALGARY, ALBERTA, Mar 1, 2010 (Marketwire via COMTEX) -- Destiny Resource Services Corp. ("Destiny") (DSC) announces it has closed the merger with Logan Holdings, Inc. Pursuant to the closing, Destiny issued 27,267,706 shares to acquire Logan Holdings, Inc. (and its wholly-owned operating companies, Logan Oil Tools and Dennis Tool Company). Destiny now has 32,850,287 shares outstanding.
Destiny also announces its intention to change its name at its upcoming May 13, 2010 meeting of shareholders to Logan International Ltd.
"We are delighted to conclude the merger of Logan and Destiny and to now be able to move forward with our business plan" said Gerald Hage, CEO of Destiny. "We very much believe in our strategy and look forward to the opportunity to deliver value to our shareholders."
About Logan:
Logan manufactures and sells a complete line of downhole products - retrieving tools, stroking tools, surface tools, remedial tools and high performance polycrystalline diamond compact ("PDC") cutters and bearings for a variety of well workover, intervention, drilling and completion activities. Based in Houston, Texas, Logan is recognized as a leading source of superior products for many of the largest fishing and rental tool companies and a provider of PDC and tungsten carbide inserts to drill bit manufacturers around the world. www.loganoiltools.com.
About Destiny:
Destiny provides seismic front-end services to energy explorers and producers and to seismic acquisition companies in North America. Services provided are seismic line clearing (Destiny Line Clearing); shot-hole drilling (Destiny Drilling; Destiny Drilling USA) and Geospatial Services including survey and mapping (Destiny Survey & Mapping; Destiny Survey & Mapping USA); navigation, positioning and asset management technology (Destiny Navigation Technologies); and locating services (Advanced Locating Services). www.destiny-resources.com.
SOURCE: Destiny Resource Services Corp.
Destiny Resource Services Corp.
Gerald Hage
Chief Executive Officer
(281) 617-5300
(281) 219-6638 (FAX)
Destiny Resource Services Corp.
Bruce Libin
President
(403) 231-2755
(403) 233-8714 (FAX)
www.destiny-resources.com
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