Vermilion Energy Inc. Announces Acquisition of Southeast Saskatchewan Assets

Vermilion Energy Inc. Announces Acquisition of Southeast Saskatchewan Assets

PR Newswire

CALGARY, March 18, 2014 /PRNewswire/ – Vermilion Energy Inc. (“Vermilion”, the
“Company”, “We” or “Our”) (TSX, NYSE: VET) is pleased to announce that
we have entered into an arrangement agreement (the “Arrangement”) with
a private southeast Saskatchewan producer (“Privateco”) for total
consideration of $400 million, comprised of cash and share
consideration of $345 million (the “Purchase Price”) plus the
assumption of $55 million in debt.

Under the terms of the Arrangement, Vermilion has agreed to acquire (the
“Acquisition”) all of the issued and outstanding common shares
(“Privateco Shares”) in the capital of Privateco, including all
Privateco Shares issuable, in accordance with the terms of existing
grants of options or warrants, prior to the effective time of the
Arrangement. In aggregate, Privateco shareholders will receive $172.5
million
(50%) of the consideration in the form of cash, to be funded
from existing credit facilities, and $172.5 million (50%) in the form
of Vermilion shares. Based on a five-day weighted average trading
price of $63.81 per Vermilion share, approximately 2.7 million
Vermilion Shares will be issued pursuant to the terms of the
Arrangement.

Holders of approximately 60% of Privateco Shares, on a fully-diluted
basis, have entered into support agreements with Vermilion, pursuant to
which they have agreed, among other things, to vote all Privateco
Shares beneficially owned or controlled by them in favour of the
Arrangement. In addition, the Board of Directors of Privateco has
unanimously approved the Arrangement and recommended that Privateco
shareholders vote in favour of the Arrangement. The Arrangement
remains subject to customary conditions, including receipt of
applicable court, Privateco shareholder and regulatory approvals, and
is expected to close on or about April 29, 2014, allowing Privateco
shareholders to receive Vermilion’s anticipated April 2014 dividend,
which is expected to be paid on May 15, 2014.

The assets are comprised of high netback, low base decline, light oil
producing assets in the Northgate region of southeast Saskatchewan (the
“Assets”). The Assets include approximately 57,000 net acres of land
(approximately 80% undeveloped), seven oil batteries, and preferential
access to 50% or greater capacity at a solution gas facility that is
currently under construction. Production from the Assets is projected
to be approximately 3,750 boe/d (97% crude oil) during 2014. More than
90% of the current production base will be operated by Vermilion.

Total proved (“1P”) and proved plus probable (“2P”) reserves attributed
to the Assets at February 28, 2014 are 10.3(1) mmboe (81% crude oil and natural gas liquids) and 16.5(1) mmboe (81% crude oil and natural gas liquids), respectively, based on
an independent evaluation by GLJ Petroleum Consultants Ltd. We have
currently identified approximately 175 (152 net) potential drilling
locations targeting the Midale, Frobisher, Bakken, and Three
Forks/Torquay formations. Approximately 45% of the locations remain
unbooked and are not reflected in the GLJ Report. The majority of
production and development drilling opportunities are from the Midale
formation, with additional opportunities identified in the Frobisher,
Bakken and Three Forks/Torquay formations. The Assets demonstrate a
low annual decline of approximately 18% and are expected to provide
cash flow that will fully fund the continued growth of the Assets.

The Acquisition is accretive on a fully-diluted per share basis for all
pertinent metrics including production, fund flows from operations(2), reserves and net asset value. Making no deduction for undeveloped land
value, transaction metrics equate to $38.92 per boe of 1P reserves,
$24.20 per boe of 2P reserves, and $106,700 per flowing barrel of
production. Based on Edmonton light benchmark 2014 strip pricing of
US$88 per boe, the current after-tax cash flow netback for the Assets
is estimated at approximately $60(2) per boe. Using the 2P finding and development cost (based on the
reserves in the GLJ Report) of $24.20/boe, the Assets are expected to
deliver a 2P after-tax fund flows recycle ratio of 2.5 times. Using
the same pricing assumption, total Acquisition cost (including assumed
debt) is approximately 4.9 times estimated annualized 2014 fund flows
from operations of approximately $81 million.

The Acquisition creates a new core area for Vermilion in the Williston
Basin. We have been evaluating producing entry opportunities into this
prolific area for an extended period of time, but had not previously
been able to structure a transaction that met the stringent
requirements of our dividend growth model. Specifically, the Assets
exhibit the three hallmark characteristics of our sustainable
growth-and-income model: high margins, low base decline rates and
strong capital investment efficiencies on future development. In
addition, the Assets are geographically complementary to recent leasing
activity we have conducted for Mississippian development in southwest
Manitoba. We believe the multi-horizon, horizontal well techniques
employed in this area are well-suited to the expertise we have
established during development of our Pembina-area assets in Alberta.
We also believe that the fiscal and regulatory policies in Saskatchewan
and Manitoba create an appropriately supportive environment for
investment.

As a result of the Acquisition, we are revising our 2014 production
guidance to between 47,500 and 48,500 boe/d, assuming eight months of
contribution from the Assets. Following the Acquisition, we are
revising our guidance for exploration and development capital
expenditures by $35 million, from our current level of $555 million to
$590 million
for 2014.

Vermilion is an oil-leveraged producer that seeks to create value
through the acquisition, exploration, development and optimization of
producing properties in Western Canada, Europe and Australia. Our
business model targets annual organic production growth of 5% or more
along with providing reliable and increasing dividends to investors.
Vermilion is targeting growth in production primarily through the
exploitation of light oil and liquids-rich natural gas conventional
resource plays in Western Canada, the exploration and development of
high impact natural gas opportunities in the Netherlands and Germany,
and through drilling and workover programs in France and Australia.
Vermilion also holds an 18.5% working interest in the Corrib gas field
in Ireland. Vermilion pays a monthly dividend of Canadian $0.215 per
share, which provides a current yield of approximately 4%. Management
and directors of Vermilion hold approximately 8% of the outstanding
shares, are committed to consistently delivering superior rewards for
all stakeholders, and have delivered a 20-year history of market
outperformance. Vermilion trades on the Toronto Stock Exchange and the
New York Stock Exchange under the symbol VET.

Natural gas volumes have been converted on the basis of six thousand
cubic feet (“mcf”) of natural gas to one barrel equivalent of oil.
Barrels of oil equivalent (boe) may be misleading, particularly if used
in isolation. A boe conversion ratio of six thousand cubic feet to one
barrel of oil is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead.

(1) Estimated total proved and proved plus probable reserves attributable to
the Assets as evaluated by GLJ Petroleum Consultants Ltd. in a report
dated March 17, 2014 with an effective date of February 28, 2014, in
accordance with National Instrument 51-101 – Standards for Disclosure
for Oil and Gas Activities of the Canadian Securities Administrators,
using the GLJ (2014-01) price forecast (the “GLJ Report”)
(2) Non-GAAP Financial Measures: Netbacks, fund flows from operations, and
free cash flow are non-GAAP (as defined herein) or additional GAAP
financial measures that do not have standardized meanings prescribed by
International Financial Reporting Standards (“IFRS” or, alternatively,
“GAAP”) and therefore may not be comparable with the calculations of
similar measures for other entities. “Netbacks” are per boe and per mcf
measures used in operational and capital allocation decisions. “Fund
flows from operations” represents cash flows from operating activities
before changes in non-cash operating working capital and asset
retirement obligations settled. Management considers fund flows from
operations and fund flows from operations per share to be key measures
as they demonstrate Vermilion’s ability to generate the cash necessary
to pay dividends, repay debt, fund asset retirement obligations and
make capital investments. Management believes that by excluding the
temporary impact of changes in non-cash operating working capital, fund
flows from operations provides a useful measure of Vermilion’s ability
to generate cash that is not subject to short-term movements in
non-cash operating working capital. For relevant operating netback
related disclosures please refer to the reconciliation in management’s
discussion and analysis contained in Vermilion’s 2013 Annual Report for
the year ended December 31, 2013 available on SEDAR or at the company’s
website (www.vermilionenergy.com).

DISCLAIMER

Certain statements included or incorporated by reference in this press
release may constitute forward-looking statements under applicable
securities legislation. Forward-looking statements or information
typically contain statements with words such as “anticipate”,
“believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, or
similar words suggesting future outcomes or statements regarding an
outlook. Forward looking statements or information in this press
release may include, but are not limited to:

  • the anticipated closing date of the Acquisition;
  • the actual amount of debt assumed upon closing of the Acquisition;
  • the actual number of Vermilion shares issued upon closing of the
    Acquisition;
  • the sources of existing production and future development drilling
    opportunities;
  • the annual decline rate of the Assets;
  • the number and classification of future development drilling
    opportunities;
  • the pricing received for production, and resulting operating and
    after-tax cash flow netbacks for the Assets;
  • the estimate of annualized 2014 fund flows from operations;
  • the anticipated acquisition metrics;
  • the expectation that the Assets will be increasingly free cash flow
    positive beginning in 2015;
  • the expectation that fiscal and regulatory policies in Saskatchewan and
    Manitoba remain supportive of continued investment;
  • exploration and development capital expenditure expectations for 2014;
    and
  • development plans and strategic objectives.

Statements relating to reserves are deemed to be forward-looking
statements as they involve the implied assessment, based on certain
estimates and assumptions, that the reserves described exist in the
quantities predicted or estimated, and can be profitably produced in
the future. Such forward-looking statements or information are based on a number of
assumptions all or any of which may prove to be incorrect. In addition
to any other assumptions identified in this document, assumptions have
been made regarding, among other things:

  • satisfaction of all conditions to the proposed Acquisition and receipt
    of all necessary approvals.
  • the ability of Vermilion to obtain equipment, services and supplies in a
    timely manner to carry out planned development activities;
  • the ability of Vermilion to market oil and natural gas successfully to
    current and new customers;
  • the timely receipt of required regulatory approvals;
  • currency, exchange and interest rates;
  • future oil and natural gas prices; and
  • Management’s expectations relating to the timing and results of
    development activities.

Although Vermilion 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
Vermilion can give no assurance that such expectations will prove to be
correct. Forward-looking statements or information are based on
current expectations, estimates and projections that involve a number
of risks and uncertainties which could cause actual results to differ
materially from those anticipated by Vermilion and described in the
forward looking statements or information. These risks and
uncertainties include but are not limited to:

  • the ability of management to execute its business plan;
  • the risks of the oil and gas industry, both domestically and
    internationally, such as operational risks in exploring for, developing
    and producing crude oil and natural gas and market demand;
  • risks and uncertainties involving geology of oil and natural gas
    deposits;
  • risks inherent in Vermilion’s marketing operations, including credit
    risk;
  • the uncertainty of reserves estimates and reserves life;
  • the uncertainty of estimates and projections relating to production,
    costs and expenses;
  • potential delays or changes in plans with respect to proposed
    acquisitions (including the Acquisition), exploration or development
    projects or capital expenditures;
  • Vermilion’s ability to enter into or renew leases;
  • fluctuations in oil and natural gas prices, foreign currency exchange
    rates and interest rates;
  • health, safety and environmental risks;
  • uncertainties as to the availability and cost of financing;
  • the ability of Vermilion to add production and reserves through
    development and exploration activities;
  • general economic and business conditions;
  • the possibility that government policies or laws may change or
    governmental approvals may be delayed or withheld;
  • uncertainty in amounts and timing of royalty payments;
  • risks associated with existing and potential future law suits and
    regulatory actions against Vermilion; and
  • other risks and uncertainties described elsewhere in this document or in
    Vermilion’s other filings with Canadian securities regulatory
    authorities.

The forward-looking statements or information contained in this document
are made as of the date hereof and Vermilion 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 required by applicable securities laws.

SOURCE Vermilion Energy Inc.

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