Journey Energy Inc. Announces Private Company Acquisition and Amendments to Term Debt

CALGARY, AB, June 24, 2021 /CNW/ - Journey Energy Inc. (TSX; JOY) (OTCQX: JRNGF) ("Journey" or the "Company") reports that it has today entered into a definitive agreement for the acquisition of a private company.  

ACQUISITION OF PRIVATE COMPANY

Journey today entered into a definitive agreement to purchase a private company producing approximately 610 boe/d (76% natural gas) primarily in the Nordegg and Grande Cache areas of Alberta.  The acquisition price will be paid for through the issuance of 3.5 million Journey shares plus $2.9 million of cash.  The acquisition comes with significant development drilling upside over an extensive land base.  In addition, the acquisition comes with a projected working capital surplus at closing of approximately $0.8 million.  As part of the definitive agreement, the private company will provide lock-up agreements so that all officers and directors of the company will vote in favor of the transaction.  A customary reciprocal break-fee has also been agreed to and will be payable if either party terminates the arrangement under specified circumstances.  The acquisition will require the private company to obtain a two-thirds majority shareholder approval and is currently anticipated to close in mid-August.  A summary of the relevant metrics for the acquisition are as follows:

Gross purchase price ^1	$6.6 million
Working capital surplus projected at closing	$0.8 million
Net purchase price	$5.8 million
June 2021 average daily sales volumes	610 boe/d
Annual decline rate	15%
Net wellbores	33.2
Liability Management Rating (June 2021)	~6.0
Undeveloped land	285,211 gross (195,028 net) acres
Forecast 2021 operating netback	$10.00/boe
Reserves ^2
PDP	1,781 mboe
Proved	2,252 mboe
Proved plus Probable	2,924 mboe
Acquisition cost metrics
Multiple of 12 months future operating income	2.6x
Flowing barrel	$9,508/boe/d
Cost per PDP reserves	$3.26/boe
Cost per Proved reserves	$2.58/boe

Notes:

1. Excludes transaction costs. Journey share consideration is based on the 20 day, volume weighted average price per share preceding todays date or $1.06/share.
2. Reserve volumes are based on the private company's independent reserve evaluator's report with an effective date of December 31, 2020 and adjusted by Journey to reflect estimated production and other adjustments to May 31, 2021.

AMENDMENTS AND REPAYMENT OF AIMCO TERM DEBT

Journey has executed an amendment to its credit agreement with Alberta Investment Management Corporation ("AIMCo") to facilitate the acquisition.  AIMCo has consented to the acquisition and has also agreed to extend the maturity date of the $15 million tranche of term debt from June 30, 2021 to December 31, 2021.  In further support of the transaction, AIMCo has agreed to capitalize the interest that would normally be payable on June 30, 2021 for four of the six tranches of term debt.

Contemporaneously with the capitalization of interest on certain tranches of term debt, Journey will be making a principal repayment of $4 million with respect to the $15 million tranche on June 30, 2021.  This payment, along with the $6.75 million in payments already made to date in 2021, will bring the amount owing on this tranche to $4.25 million as at June 30.  Given the strong performance from Journey's existing production base; its electricity generation assets running at or near their full capacity of 4 MW/H; cash flows from the acquired assets; and the stronger commodity prices so far to date in 2021, Journey forecasts sufficient funds from operations to repay all of the $25 million of AIMCo term debt that is due in 2021. This positions Journey to return to growth, through an active drilling program, beginning in January 2022.

2021 GUIDANCE

Journey has updated its 2021 guidance to take into account the corporate acquisition and projected term debt repayments. Journey's updated 2021 guidance is presented in the table below:

Metric	Previous	Revised
Annual average sales volumes	7,300–7,600 boe/d (46% crude oil and NGL)	7,600 – 7,900 boe/d (45% crude oil and NGL)
Adjusted Funds Flow	$27 - $30 million	$32 - $34 million
Adjusted Funds Flow per basic weighted average share	$0.61 - $0.68	$0.71 - $0.74
Capital spending	$4 - $5 million	$5 - $6 million
Year-end net debt	$65 - $68 million	$64 - $66 million
Corporate annual decline rate	14%	14%

Journey's 2021 forecasted funds flow is based upon the following revised assumed annual, average prices: WTI of $63/bbl USD; Company differentials of $4.50/bbl USD for oil from Edmonton light sweet prices; realized natural gas price of CDN$2.95/mcf CDN; and a foreign exchange rate of $0.81 US$/CDN$.  Previously, Journey's annual, average prices were: WTI of $59/bbl USD; Company differentials of $5/bbl USD for oil from Edmonton light sweet prices; realized natural gas price of CDN$2.70/mcf CDN; and a foreign exchange rate of $0.80 US$/CDN$.

Over the course of 2021, we look forward to updating you on our progress.

FORWARD LOOKING STATEMENTS AND OTHER ADVISORIES

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws, which involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Journey, including, without limitation, those listed under "Risk Factors" and "Forward Looking Statements" in the Annual Information Form filed on www.SEDAR.com on March 23, 2021. Forward-looking information may relate to Journey's future outlook and anticipated events or results and may include statements regarding the business strategy and plans and objectives. Particularly, forward-looking information in this press release includes, but is not limited to, information concerning Journey's drilling and other operational plans, production rates, and long-term objectives. Journey cautions investors in Journey's securities about important factors that could cause Journey's actual results to differ materially from those projected in any forward-looking statements included in this press release. Information in this press release about Journey's prospective funds flows and financial position is based on assumptions about future events, including economic conditions and courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that information regarding Journey's financial outlook should not be used for purposes other than those disclosed herein. Forward-looking information contained in this press release is based on current estimates, expectations and projections, which Journey believes to be reasonable as of the current date. No assurance can be given that the expectations set out herein will prove to be correct and accordingly, you should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as required by applicable securities law.

Readers are cautioned that the above list of risks and factors are not intended to be exhaustive. Additional information on these and other factors that could affect operating and financial results are, or will be, included in reports filed with the applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

Non-IFRS Measures

The Company uses the following non-IFRS measures in evaluating corporate performance. These terms do not have a standardized meaning prescribed by International Financial Reporting Standards and therefore may not be comparable with the calculation of similar measures by other companies.

(1)	"Adjusted Funds Flow" is calculated by taking "cash flow provided by operating activities" from the IFRS financial statements and adding or deducting (as required): changes in non-cash working capital; transaction costs; and decommissioning costs.  Adjusted Funds Flow per share is calculated as Adjusted Funds Flow divided by the weighted-average number of shares outstanding in the period. Because Adjusted Funds Flow and Adjusted Funds Flow per share are not impacted by fluctuations in non-cash working capital balances, we believe these measures are more indicative of performance than the GAAP measured "cash flow generated from operating activities". In addition, Journey excludes transaction costs from the definition of Funds Flow, as these expenses are generally in respect of capital acquisition transactions. The Company considers Adjusted Funds Flow a key performance measure as it demonstrates the Company's ability to generate funds necessary to repay debt and to fund future growth through capital investment. Journey's determination of Adjusted Funds Flow may not be comparable to that reported by other companies.  The reconciliation between cash from operating activities on the consolidated financial statements, and Adjusted Funds Flow can be found in the annual and quarterly management, discussion and analysis. Journey also presents Adjusted Funds Flow per share where per share amounts are calculated using the weighted average shares outstanding consistent with the calculation of net income (loss) per share, which per share amount is calculated under IFRS and is more fully described in the notes to the audited, year-end consolidated financial statements.
(2)	"Netback(s)".  The Company uses netbacks to help evaluate its performance, leverage, and liquidity; comparisons with peers; as well as to assess potential acquisitions.  Management considers netbacks as a key performance measure as it demonstrates the Company's profitability relative to current commodity prices.  Management also uses them in operational and capital allocation decisions.  Journey uses three netbacks to assess its own performance and also performance in relation to its peers. These netbacks are operating, Funds Flow and net income (loss).  "Operating netback" is calculated as the average sales price of the commodities sold (excluding financial hedging gains and losses), less royalties, transportation costs and operating expenses.  "Adjusted Funds Flow netback" begins with the operating netback and deducts general and administrative costs, interest costs and then adds or deducts any realized gains or losses on derivative contracts.  To calculate the "net income (loss) netback", Journey takes the Adjusted Funds Flow netback and then adds or deducts: unrealized gains/losses on derivative contracts; share-based compensation expense; depletion; depreciation; accretion; loss and gains on dispositions; asset impairments; exploration and evaluation expenses; PP&E impairments and reversals; and deferred income taxes.  There is no GAAP measure that is reasonably comparable to netbacks.
(3)	"Net debt" is calculated by taking current assets, and then subtracting accounts payable and accrued liabilities; the principal amount of term debt; and other liabilities. Net debt is used to assess the capital efficiency, liquidity and general financial strength of the Company.  In addition, it is used as a comparison tool to assess financial strength in relation to Journey's peers.
(4)	"Net Operating Income". Means petroleum and natural gas sales (before realized hedging gain or losses on derivative instruments, less royalties, transportation expenses, and operating costs.

Barrel of Oil Equivalents and Volumes

Where amounts are expressed in a barrel of oil equivalent ("boe"), or barrel of oil equivalent per day ("boe/d"), natural gas volumes have been converted to barrels of oil equivalent at six (6) thousand cubic feet ("Mcf") to one (1) barrel. Use of the term BOE may be misleading particularly if used in isolation. The boe conversion ratio of 6 Mcf to 1 barrel ("Bbl") of oil or natural gas liquids is based on an energy equivalency conversion methodology primarily applicable at the burner tip, and does not represent a value equivalency at the wellhead. This conversion conforms to the Canadian Securities Regulators' National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

Other than in the highlight table, where the Company uses the term "crude oil" it is referring to the aggregate of light, medium and heavy crude oil volumes or dollars as is required. Where the Company uses the term "natural gas" it is referring to the aggregate of conventional natural gas and coal-bed methane natural gas volumes or dollars as is required.

All volumes in this press release refer to the sales volumes of crude oil, natural gas and associated by-products measured at the point of sale to third-party purchasers. For natural gas, this occurs after the removal of natural gas liquids.

Oil and Gas Measures and Metrics

All reserves information in this press release was prepared by an independent reserve evaluator, effective December 31, 2020, using the reserve evaluators December 31, 2020 forecast prices and costs in accordance with National Instrument 51-101 – Standards of Disclosure of Oil and Gas Activities ("NI 51-101") and the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook"). All reserve references in this press release are "Company gross reserves". Company gross reserves are the Company's total working interest reserves before the deduction of any royalties payable by the Company and before the consideration of the Company's royalty interests. It should not be assumed that the present worth of estimated future cash flow of net revenue presented herein represents the fair market value of the reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. The recovery and reserve estimates of the Oxbow Assets and Saturn's crude oil, NGLs and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual crude oil, natural gas and NGLs reserves may be greater than or less than the estimates provided herein.

All future net revenues are stated prior to provision of general and administrative expenses, interest, but after the deduction of royalties, operating costs, estimated abandonment and reclamation cost for wells with reserves attributed to them; and estimated future capital expenditures to book those reserves. Future net revenues have been presented on a before tax basis. Estimated values of future net revenue disclosed herein are not representative of fair market value.

The Company uses the following metrics in assessing its performance and comparing itself to other companies in the oil and gas industry. These terms do not have a standardized meaning and therefore may not be comparable with the calculation of similar measures by other companies:

Corporate decline ("Decline") is the rate at which production from a grouping of assets falls from the beginning of a fiscal year to the end of that year.

Select Abbreviations and Definitions

AIMCo	Alberta Investment Management Corporation
bbl	barrel
bbls	barrels
boe	barrels of oil equivalent
boe/d	barrels of oil equivalent per day
gj	gigajoules
IFRS	International Financial Reporting Standards
Mbbls	thousand barrels
Mboe	thousand boe
Mcf	thousand cubic feet
Mmcf	million cubic feet
Mmcf/d	million cubic feet per day
MSW	Mixed sweet Alberta benchmark oil price
MW/H	Megawatts of electricity per hour
NGL's	natural gas liquids
WCS	Western Canada Select benchmark oil price
WTI	West Texas Intermediate benchmark Oil price

No securities regulatory authority has either approved or disapproved of the contents of this press release.

SOURCE Journey Energy Inc.

Alex G. Verge, President and Chief Executive Officer, 403-303-3232, [email protected] or Gerry Gilewicz, Chief Financial Officer, 403-303-3238, [email protected]; Journey Energy Inc., 700, 517 - 10th Avenue SW, Calgary, AB T2R 0A8, www.journeyenergy.ca

Related Links

https://www.journeyenergy.ca/