Off topic - addendum:
Gordo, you gotta like the following from Belair Energy:
FYI, halted this AM:
BelAir Energy Corp -
BelAir makes offer for CrownJoule
BelAir Energy Corp BEC
Shares issued 5,909,657 2000-03-07 close $1.75
Wednesday Mar 8 2000
Also CrownJoule Exploration Ltd (CJE)
Mr. Victor Luhowy and Mr. George Wilson report
BelAir and CrownJoule have entered into an agreement pursuant to which BelAir will offer to purchase all of the issued and outstanding common shares of CrownJoule for consideration of 0.42 of a BelAir common share and 10 Canadian cents cash for each common share of CrownJoule.
The boards of directors of each of BelAir and CrownJoule have approved the proposed transaction and the board of directors of CrownJoule has resolved unanimously to recommend that its shareholders accept the BelAir offer. The board of directors of CrownJoule has agreed that it will not solicit or initiate discussions or negotiations with any third party concerning any sale of any material position or assets of CrownJoule, or any business combination involving CrownJoule. Griffiths McBurney & Partners acted as financial adviser to CrownJoule and will provide a fairness opinion in connection with the transaction.
The proposed transaction will be subject to, among other things, completion of satisfactory due diligence on behalf of both parties, execution of a definitive agreement by March 15, 2000, tendering of a minimum of two-thirds of the common shares of CrownJoule (on a fully diluted basis) to BelAir and obtaining the required regulatory approvals. CrownJoule has agreed, under certain circumstances, to pay to BelAir a non-completion fee of $400,000.
As a result of the transaction, BelAir will have approximately 12.9 million shares issued and outstanding. The company will have production of approximately 2,000 barrels of oil equivalent (boe) per day comprising 12.0 million cubic feet of natural gas per day and 800 barrels of oil and natural gas liquids per day. The company will have 3.8 million boe of proven reserves, 2.2 million boe of probable reserves as well as 162,000 net acres of undeveloped lands. Most of the properties of BelAir and CrownJoule are located in central and northwestern Alberta.
According to CrownJoule president, George Wilson: "The combination of our two companies will result in a larger, stronger company going forward. We gain a more diversified asset base, a stronger balance sheet with which to develop the potential on our large undeveloped land base and an experienced and aggressive BelAir management team."
"This business combination is beneficial to shareholders of both companies," declared Vic Luhowy, president of BelAir Energy. "CrownJoule's heavy weighting to natural gas will be advantageous as North American demand for natural gas continues to increase. BelAir provides higher exposure to crude oil production to take advantage of this year's high prices. CrownJoule's focus in two main areas, Doris and Sylvan Lake, is synergistic with BelAir's strategy of consolidating its assets into central and northwestern Alberta."
As part of the transaction, CrownJoule will be entitled to nominate one member to the board of directors of BelAir. In connection with this appointment, Robert J. Engbloom, a director of BelAir, has resigned from the board of directors of BelAir.
It is proposed that the combined company will continue to be listed on the Toronto Stock Exchange subject to the approval of the TSE and regulatory agencies.
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BelAir Energy Corp -
BelAir year-end results
BelAir Energy Corp BEC
Shares issued 5,909,657 2000-03-07 close $1.75
Wednesday Mar 8 2000
Mr. Vic Luhowy reports
Financial and operating results for the year ended Dec. 31, 1999, were as follows:
Nineteen ninety-nine highlights
increase of average daily production by 1.8 times to 961 barrels of oil equivalent (boe) a day in 1999 from 537 boe a day in 1998;
nineteen ninety-nine exit production rate of 1,150 boe a day;
increase of revenue 2.4 times to $9.0-million;
increase of cash flow 4.3 times to $3.2-million in 1999, representing cash flow of 53 cents per share;
Earnings for the year were $1.0-million representing earnings of 17 cents per share.
drilled six gross (2.6 net) wells and completed or recompleted 29 gross (17.4 net) wells resulting in 10.3 net new natural gas wells and 5.6 net new oil wells for a success ratio of 79 per cent.
On the progress made during 1999, Vic Luhowy, president of BelAir, reflects, "We successfully completed phase two of our growth strategy, that of exploiting the opportunities that we had recognized in the corporate and asset acquisitions that we had made during phase one of our growth strategy."
Financial review
With growing production and the resurgence of oil prices, BelAir recorded substantial growth in 1999. Despite a slow start with low oil prices in the first quarter of 1999, revenues more than doubled to $9-million, and cash flow more than quadrupled to $3.2-million or 53 cents per share. Operating netbacks in 1999 increased 63 per cent to $13.19 per boe from $8.08 per boe in 1998. BelAir's earnings in 1999 were $1.0-million or 17 cents per share compared with a loss the previous year of $3.1-million. Average daily production in 1999 almost doubled to 961 boe a day from 537 boe a day in 1998. BelAir's 1999 exit production rate was 1,150 boe a day.
HIGHLIGHTS
Year ended Dec. 31
1999 1998
Financial (millions
of dollars)
Petroleum and
natural gas sales 9.0 3.7
Cash flow from
operations 3.2 0.7
Per share basic $0.53 $0.24
Net earnings
(loss) 1.0 (3.1)
Per share basic $0.17 $(1.00)
Capital expenditures,
net of dispositions/
acquisitions 4.0 11.7
Long-term debt 3.7 3.7
Shareholders' equity 11.7 9.4
Operations
Average daily
production
Crude oil and
natural gas
liquids (barrels) 597 291
Natural gas
(thousands of cubic
feet) 3,632 2,462
Boe a day 961 537
Reserves (thousands
of barrels of oil
equivalent)
Proved 1,998 1,992
Probable 989 709
Proved plus
probable 2,987 2,701
Landholdings
Net acres 76,486 103,612
Outlook
Current production is 1,150 boe a day comprising 650 barrels a day of oil and liquids and 5.0 million cubic feet a day of gas. Capital expenditures for 2000 are anticipated to be $8.8-million. These expenditures will be financed from cash flow and bank financing. BelAir is planning to drill 30 wells (13 net) and acquire additional seismic and land in its focus areas in central and northwestern Alberta.
According to Mr. Luhowy: "During 2000, we will be making the transition to phase three of our growth strategy -- that of creating shareholder value through the drill bit. We will complement that strategy with further acquisitions and by consolidating our assets into core areas in central and northwestern Alberta."
Regards,
JT |
