NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Transcription

1 NEWS RELEASE FOR IMMEDIATE RELEASE NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES Eagle Energy Trust Annunces the Acquisitin f Maple Leaf Ryalties Crp. and Cnversin t a Dividend-Paying Crpratin Calgary, Alberta Nvember 20, 2015 (TSX: EGL.UN): Eagle Energy Trust (the Trust r Eagle ) is pleased t annunce that it has entered int a binding agreement (the Arrangement Agreement ) t acquire Maple Leaf Ryalties Crp., ( Maple Leaf ) by way f a plan f arrangement (the Arrangement ). Under the Arrangement, Eagle will acquire all the issued and utstanding shares f Maple Leaf and cnvert int a crpratin ( New Eagle ). Maple Leaf hlds il and gas verriding ryalty interests and nn-perated wrking interests in il and gas prperties mainly in west central Alberta. Based n the exchange rati and the current market price f Eagle units, the ttal acquisitin cst will be $13.2 millin. Maple Leaf s shares are traded n the TSX Venture Exchange under the symbl MPL. New Eagle, which will be called Eagle Energy Inc., will perate the existing businesses f the Trust and its subsidiaries and f Maple Leaf. The existing bard and management f Eagle will becme the bard and management f New Eagle. Subject t apprval f the Trnt Stck Exchange, New Eagle will be listed n the Trnt Stck Exchange under the trading symbl EGL. The Bard s existing plicy f declaring the dividend amunt mnthly will remain unchanged. The mailing f a jint infrmatin circular t the Trust unithlders and Maple Leaf sharehlders is expected t ccur n r abut December 21, 2015, fr special meetings f the securityhlders f each cmpany that are expected t be held n r abut January 25, 2016, with clsing expected t ccur shrtly thereafter. If the Eagle unithlders apprve the Arrangement, but Maple Leaf sharehlders d nt, Eagle still intends t prceed with the cnversin f the trust int a crpratin. Cmmentary n the Arrangement Richard Clark, President and Chief Executive Officer f Eagle, cmmented, This acquisitin plays a significant rle in furthering Eagle s Canadian expansin by giving us apprximately 251 barrels f il equivalent per day ( be/d ) f ryalty interest prductin frm attractive Alberta plays withut the capital and perating expenditures assciated with wrking interest wnership. In additin, Eagle will gain apprximately 180 be/d f nn-perated wrking interest prductin. N debt will be assumed n Eagle s balance sheet since the Arrangement is dne by way f a share-fr-share exchange and Maple Leaf is debt-free. We als d nt expect any additinal G&A will be needed t manage the prductin that will be added as a result f this transactin. Mr. Clark added, The Arrangement als allws us t cnvert Eagle frm a trust int a crpratin and simplify ur structure. We believe this t be in the best interests f Eagle and ur unithlders as we execute future grwth plans in bth Canada and the United States. With this cnversin, Eagle will 1

2 frmally jin the energy sectr s dividend-paying universe f crpratins, which we believe will imprve Eagle s access t capital markets and simplify the cmparisn f Eagle t its cmpetitrs. In this news release, figures are presented in Canadian dllars unless therwise indicated. This news release cntains statements that are frward-lking. Investrs shuld read the Nte Regarding Frward-Lking Statements near the end f this news release. Highlights f the Arrangement The highlights f the Arrangement as fllws: The acquisitin f a publicly traded crpratin with n debt and prductin f apprximately 251 be/d frm ryalty interests (30% il and liquids) and 180 be/d frm wrking interests (30% il and liquids) in assets fcused in Alberta. Estimated ttal net prved reserves f 0.94 millin be (as f January 1, 2016, calculated by Eagle s internal qualified reserves evaluatr). Estimated ttal net prved plus prbable reserves f 1.09 millin be (as f January 1, 2016, calculated by Eagle s internal qualified reserves evaluatr). N incremental debt, capital expenditures r verhead needed t manage the prductin and assciated cash flw added as a result f this Arrangement. Eagle Energy Trust (TSX: EGL.UN) cnverts int a TSX-listed crpratin called Eagle Energy Inc., (TSX: EGL) with the same Bard f Directrs and executive fficers as the administratr f Eagle Energy Trust. Existing unithlders f Eagle Energy Trust will hld apprximately 82% f New Eagle s utstanding shares upn cmpletin f the Arrangement. Payments will be in the frm f mnthly dividends t sharehlders rather than mnthly trust distributins t unithlders. Fr Canadian tax purpses, Eagle unithlders with an adjusted cst base abve the market price f New Eagle shares received may be able t claim a capital lss. Unithlders shuld cnsult their wn legal and tax advisrs as t the tax cnsequences in their particular circumstances. Estimated cmbined Canadian tax pls f $194 millin. Acquisitin Pr-frma Metrics The acquisitin pr-frma metrics are as fllws: $14.15/be (1) based n ttal net (2) prved reserves. $12.11/be (1) based n ttal net (2) prved plus prbable reserves. $32,000 (1)(3) per flwing be per day (58% frm ryalty interests). 4.8 times estimated cash flw. (1)(3)(4) Pr-frma this Arrangement, the benefits f the cmbined entity are: An abslute reductin f apprximately 10% (4) t Eagle s 2016 crprate payut rati. An abslute reductin f apprximately 0.6x (4) t Eagle s 2016 debt t cash flw rati. 2

3 Ntes: 1) Based n an implied acquisitin value f $13.2 millin, which is based n the value f New Eagle shares issuable as a result f the trading price f Eagle units being $ ) Net prved reserves and net prbable reserves are reserves after the deductin f ryalty encumbrances assciated with wrking interests and include ryalty interests. 3) Based n estimated Maple Leaf prductin f 431 be/d. 4) Based n a price frecast f $US per barrel WTI il, $CAD 2.57 per Mcf AECO gas and a freign exchange rate f $CAD 1.00 equal t $US Details f the Arrangement The Arrangement will ccur pursuant t a statutry plan f arrangement under the Business Crpratins Act (Alberta). Under the Arrangement, Maple Leaf sharehlders will receive cmmn shares f New Eagle fr every cmmn share f Maple Leaf held n the clsing f the Arrangement. An existing Maple Leaf management agreement will be terminated fr $1.1 millin, payable 75% in shares and 25% in cash. The small number f existing Maple Leaf warrants will becme warrants t purchase apprximately 950,000 New Eagle shares at $3.88 until Nvember 14, Als, under the Arrangement, Eagle will cnvert frm a trust int a crpratin. Eagle unithlders will receive ne cmmn share f New Eagle in exchange fr every unit f the Trust held n the effective date f the Arrangement. The Arrangement is subject t the apprval f the Curt f Queen s Bench f Alberta and f nt less than 66 2/3% f the vtes cast by Eagle unithlders and Maple Leaf sharehlders at the respective securityhlder meetings called t apprve, amng ther things, the Arrangement. Officers and directrs f Maple Leaf representing apprximately 11% f the Maple Leaf shares, have entered int supprt agreements t vte in favr f the transactin. The mailing f a jint infrmatin circular t the Trust unithlders and Maple Leaf sharehlders is expected t ccur in December 2015, fr special meetings f the securityhlders f each issuer that are expected t be held n r abut January 25, 2016, with clsing expected t ccur shrtly thereafter. The Arrangement is als subject t varius custmary cmmercial cnditins, including the receipt f regulatry apprvals, which include the apprval f the Trnt Stck Exchange, TSX Venture Exchange, and the cntinuance f Maple Leaf frm British Clumbia t Alberta under the Business Crpratins Act (Alberta). If the Eagle unithlders apprve the Arrangement, but Maple Leaf sharehlders d nt, Eagle still intends t prceed with the cnversin f the trust int a crpratin. Cmplete details f the terms f the Arrangement are set ut in the Arrangement Agreement that will be filed by Eagle under its issuer prfile n SEDAR ( Financial Advisr and Fairness Opinin The Bard f Directrs f Eagle retained Acumen Capital Finance Partners Limited ("Acumen") t act as its financial advisr in cnnectin with the cnversin f Eagle int a crpratin. Acumen prvided the Bard f Directrs with its verbal pinin that the cnsideratin t be received by unithlders f Eagle pursuant t the crprate cnversin is fair, frm a financial pint f view, t such unithlders. The full text f Acumen's fairness pinin, alng with the assumptins, limitatins and cnsideratins upn which it was based, will be appended t the jint infrmatin circular and t be mailed t Trust unithlders. Recmmendatins f the Bard f Directrs The Bard f Directrs f Eagle Energy Inc. has determined that the acquisitin f Maple Leaf and the cnversin f Eagle int a crpratin is in the best interests f Eagle and its unithlders and fair t unithlders. The Bard f Directrs unanimusly recmmends that unithlders apprve the Arrangement. 3

4 The verbal pinin frm Acumen referred t abve was ne f a number f factrs taken int cnsideratin by the Bard f Directrs in supprting its determinatin that the Arrangement is fair t unithlders. Advisries Nt an Offering under US Securities Laws The securities f New Eagle that will be received by securityhlders f Maple Leaf and the Trust in exchange fr securities f Maple Leaf and the Trust, respectively, under the Arrangement have nt been and will nt be registered under the United States Securities Act f 1933, as amended (the U.S. Securities Act ), r any U.S. state securities laws and may nt be ffered r sld in the United States absent registratin r an available exemptin frm the registratin requirement f the U.S. Securities Act and applicable U.S. state securities laws. This news release shall nt cnstitute an ffer t sell r the slicitatin f an ffer t buy, nr shall there be any sale f these securities, in any jurisdictin in which such ffer, slicitatin r sale wuld be unlawful. Nte Regarding Frward-Lking Statements Certain infrmatin prvided in this news release cnstitutes frward-lking statements. Specifically, this news release cntains frward-lking statements relating t the Arrangement, including but nt limited t the anticipated benefits f the Arrangement fr Eagle and its unithlders; the expectatin that n incremental debt, capital expenditures r verhead will be needed t manage the additinal prductin acquired frm Maple Leaf; estimated reserves; estimated tax pls; tax cnsequences t Eagle unithlders; estimated acquisitin annualized cash flw, crprate payut rati and debt t cash flw rati fllwing the cmpletin f the Arrangement; the expectatin that New Eagle will pay mnthly dividends; receipt f curt, security hlder and regulatry apprvals f the Arrangement; acquisitin csts; and cmpletin f the custmary Arrangement clsing cnditins. Assumptins have been made regarding, amng ther things, receipt f security hlder, regulatry and curt apprval f the Arrangement; future crude il, natural gas liquid and natural gas prices and weighting; future recverability f reserves; future capital expenditures; and estimates f anticipated future prductin, which is based n the prpsed drilling prgram with a success rate that, in turn, is based upn histrical drilling success and an evaluatin f the particular wells t be drilled; future distributin and dividend levels; and the regulatry framewrk gverning taxes in the US and Canada. The reader is cautined that assumptins used in the preparatin f such infrmatin, althugh cnsidered reasnable at the time f preparatin, may prve t be incrrect. Actual results achieved will vary frm the infrmatin prvided in this news release as a result f numerus knwn and unknwn risks and uncertainties and ther factrs. Yu can find a discussin f thse risks and uncertainties in Eagle s Canadian securities filings, including its Annual Infrmatin Frm dated March 19, 2015 available n Eagle's website at r n SEDAR at Such factrs include, but are nt limited t: the failure t btain necessary Eagle r Maple Leaf security hlder, regulatry r curt apprval f the Arrangement; the failure t satisfy the cnditins t clsing the Arrangement; general ecnmic, market and business cnditins; risks assciated with il and gas peratins; fluctuatins in il and natural gas prices; the uncertainty f reserve estimates; and ther factrs, many f which are beynd the cntrl f Eagle. There is n representatin by Eagle that actual results achieved will be the same as thse frecast. Except as may be required by applicable securities laws, Eagle assumes n bligatin t publicly update r revise any frward-lking statements made in this news release r therwise, whether as a result f new infrmatin, future events r therwise. Oil and Gas Measures and Estimates This news release cntains disclsure expressed as "be" r "be/d". All il and natural gas equivalency vlumes have been derived using the cnversin rati f six thusand cubic feet ("Mcf") f natural gas t ne barrel ("bbl") f il. Equivalency measures may be misleading, particularly if used in islatin. A cnversin rati f 6 Mcf: 1 bbl is based n an energy equivalency cnversin methd primarily 4

5 applicable at the burner tip and des nt represent a value equivalency at the well head. In additin, given that the value rati based n the current price f il as cmpared t natural gas is significantly different frm the energy equivalent f six t ne, utilizing a be cnversin rati f 6 Mcf:1 bbl wuld be misleading as an indicatin f value. The estimates f reserves prvided in this news release are estimates nly and there is n guarantee that the estimated reserves will be recvered. Actual reserves may be greater than r less than the estimates prvided. The reserves estimates have been prepared by Eagle s external reserves evaluatr. The effective date f the reserves estimates is January 1, Nn-IFRS Financial Measures Statements thrughut this news release make reference t the terms cash flw and crprate payut rati, which are nn-ifrs financial measures that d nt have a standardized meaning prescribed by IFRS and may nt be cmparable t similar measures presented by ther issuers. Management believes that these terms prvide useful infrmatin t investrs and management since such measures reflect the quality f prductin, the level f prfitability, the ability t drive grwth thrugh the funding f future capital expenditures and the sustainability f distributins t unithlders. Cash flw is calculated befre changes in nn-cash wrking capital and abandnment expenditures. Management cnsiders cash flw t be a key measure as it demnstrates Eagle s ability t generate the cash necessary t pay distributins, repay debt, fund decmmissining liabilities and make capital investments. Management believes that by excluding the temprary impact f changes in nn-cash perating wrking capital, cash flw prvides a useful measure f Eagle s ability t generate cash that is nt subject t shrt-term mvements in nn-cash perating wrking capital. Crprate payut rati is calculated by dividing capital expenditures (excluding acquisitin capital) plus unithlder distributins by cash flw. Abut Eagle At present, Eagle is an energy trust wning stable, il prducing prperties with develpment and explitatin ptential lcated in bth the United States and Canada. Eagle strives t deliver predictable mnthly incme frm a sustainable business which delivers stable prductin and verall grwth thrugh accretive acquisitins. Eagle s units are traded n the Trnt Stck Exchange under the symbl EGL.UN. All material infrmatin abut Eagle may be fund n its website at r under Eagle s issuer prfile at Fr further infrmatin, please cntact: Kelly Tmyn Chief Financial Officer (403) ktmyn@eagleenergytrust.cm Richard W. Clark President and Chief Executive Officer (403) rclark@eagleenergytrust.cm Eagle Energy Inc. Suite 2710, th Avenue SW Calgary, Alberta T2P 2V6 (403) (855) (tll free) inf@eagleenergytrust.cm 5