Ivory Energy Inc. (TSX VENTURE:IV) is pleased to announce that Ivory has entered into agreements to purchase all of the issued and outstanding shares of 101091129 Saskatchewan Ltd. and Zenith Petroleum Corp. Zenith and 101091129 Saskatchewan Ltd. have primarily heavy oil production in Eastern Alberta and Western Saskatchewan which are predominantly 100% owned and operated. The proposed transactions have the unanimous support of the board of directors of each company. Certain non-core assets involved in these transactions may be sold subsequent to closing.
Pursuant to the terms of these agreements, the gross purchase price is $25.1 million for both companies. The consideration will include a combination of common shares and units valued at $0.75 and cash. Each unit will consist of one common share at $0.75 and one share purchase warrant at $0.75 good for 2 years. Specifically Ivory will issue 1,283840 common shares and 1,442,934 units with the balance being cash. Upon closing, both companies will become wholly owned subsidiaries of Ivory.
Zenith's management team, who have excellent heavy oil experience, will join Ivory as full-time employees. The key principals will exchange their ownership in Zenith for Ivory units and upon closing will assume the following roles with Ivory:
- James R. Quillian, BSC Petroleum Engineering: Director, Senior Vice President of Engineering and Chief Operating Officer. Mr. Quillian was a co-founder of Zenith Petroleum Corp. and has over 25 years experience as a petroleum engineer familiar with drilling, completions, facilities and production operations, water-flood design and operation and extensive heavy oil experience. He has been President, Vice President and Director of several TSX and TSX-V listed companies.
- W. Wayne Shepheard, B.Sc., M.Sc., Professional Geologist: Senior Vice President of Exploration. Mr. Shepheard was a co-founder of Zenith Petroleum Corp. and has over 35 years experience as a petroleum geologist involved in exploration and development and evaluations with a special expertise in Mannville heavy oil deposits. He has been President, Vice President and Director of several TSX-V listed companies.
- David E. Smiddy, B. Comm. Equiv., Chartered Accountant: Vice President, Finance, Chief Financial Officer. Mr. Smiddy is a financial consultant to Zenith Petroleum Corp. and has over 25 years experience as a financial and general management consultant. He has been Chief Financial Officer of several TSX-V listed and private companies in the oil and gas, seismic and other service and manufacturing sectors.
For the properties to be acquired, for the three months ended February 28, 2007, the combined production averaged approximately 840 boe/d with reserves estimated to be 3.0 MMBoe on a proved plus probable basis. The net present value of the proved plus probable reserves at 10% discount rate is $41.0 million. The reserve life averages 11 years for the proved plus probable reserves. The reserves mentioned are based upon two reserve evaluations prepared by independent reservoir engineers, Fekete Associates Inc. and AJM Petroleum Consultants as at June 30, 2006 and March 1, 2007 respectively. These reserve estimates have been prepared in accordance with National Instrument 51-101.
The total consideration payable represents approximately $29,913 per boe/d or $8.29/boe for the proved plus probable reserves. Excluding value attributed to the production, water injection and compression facilities and positive working capital, the respective numbers are $18,600 per boe/d and $5.21/boe for the proved plus probable reserves.
The properties of the combined companies have further development potential in low risk re-completions, in-fill and step-out drilling with multi-zone potential. Upon closing, Ivory will implement a development program that will involve the re-completion of 26 wells and development drilling of a further 36 wells. In addition, Ivory will optimize production and cash flow by reducing operating costs by flow-lining and pressure maintenance. Also, Ivory will initiate water-flooding several of these properties which will significantly increase recoverable oil reserves as well as extend the reserves life. This aggressive capital program is anticipated to give Ivory the opportunity to add an additional 2,700 boe/d on the existing lands over the next 18 months.
After closing of the proposed acquisition, Ivory will apply to the TSX-V Exchange for 1,500,000 stock options to the proposed three employees having a term of 5 years and having an exercise price of $0.75, vesting as to 25% upon granting and every three months thereafter for the first 12 months.
The transactions are subject to regulatory approval.
Ivory has granted 200,000 stock options to consultants having a term of 5 years and an exercise price of $0.80 per share.
All references in this news release to Boe or boe are based on a 6 Mcf to 1 Bbl conversion ratio. Boe's may be misleading, particularly if used in isolation. A Boe conversion of 6 Mcf: 1 Bbl is based on the energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the United States. The securities of Ivory have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person unless so registered or pursuant to an available exemption from the registration requirements of such Act or laws.
In particular, this news release contains statements concerning anticipated development activities on the Company's properties. Although the Company believes that these forward-looking statements are reasonable, undue reliance should not be placed on them. The proposed acquisitions could be delayed or cancelled altogether if all necessary regulatory approvals are not received and all other conditions to closing are not satisfied within the expected timelines.
Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and Ivory does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
SOURCE: Ivory Energy Inc.
Ivory Energy Inc. Ian E. Gallie President & Chief Executive Officer 1-877-602-1103 1-877-602-1105 (FAX) Email: [email protected] Website: www.ivoryenergy.com