Legacy Oil + Gas Inc. announces deleveraging light oil corporate acquisition and increase to 2014 guidance

CALGARY, June 24, 2014 /CNW/ - Legacy Oil + Gas Inc. ("Legacy" or the "Company") (TSX:LEG) is pleased to announce the acquisition (the "Acquisition") of Corinthian Exploration Corp. ("Corinthian"), a private light oil company, and an increase to Legacy's average and exit production guidance for 2014.  The Acquisition represents a further step in enhancing the Company's balance sheet to position the Company for higher production and funds flow from operations growth.

SUMMARY OF THE ACQUISITION

Through the Acquisition, Legacy will acquire high quality, high netback, light oil assets focused in the Company's North Dakota Spearfish core area for total consideration of approximately 20.1 million Legacy common shares and assumed net debt of approximately $34 million (subject to certain adjustments).  The producing properties are predominately operated with high working interests, 3D seismic coverage and control of key producing infrastructure and are associated with a large, light oil prospective undeveloped land base.  Reduced capital costs and increased initial well production rates have resulted in improved capital efficiencies in the play, enhancing the value of the significant pro forma Spearfish development drilling inventory.

The Acquisition also includes a meaningful position in the Dunvegan light oil play in the Elmworth area of northwest Alberta, with production, undeveloped land and drilling upside and owned and operated key facilities and infrastructure.  Upon closing, Legacy will examine alternatives for the Elmworth asset, which could include disposition.

Corinthian's net debt on closing is anticipated to be below 0.7 times annualized funds flow from operations, resulting in further deleveraging of Legacy's balance sheet.  With a successful sale of Elmworth, Corinthian would have net cash on the balance sheet.  Pro forma the Acquisition and based on current strip pricing, Legacy's 2014 year end net debt to Q4 2014 annualized funds flow from operations will be approximately 1.4 times, which would be reduced to approximately 1.2 times depending on the timing of a potential sale of Elmworth.

The Acquisition has the following characteristics:

Current Production:		2,800 Boe/d (86 percent light oil and NGL, average 38^o API)
Proved plus Probable Reserves ^(1):		11.9 MMBoe
Proved plus Probable RLI:		11.6 years
Undeveloped Land:		103,974 net acres
3D Seismic:		105 square miles
Total Development Drilling Locations:		320 gross, 258.7 net (75 percent unbooked)
Operating Netback ^(2):		$47.50 per Boe

1. Reserves are Gross Company Reserves evaluated by Sproule Associates Limited ("Sproule") as of December 31, 2013.  Gross Company Reserves are Corinthian's working interest reserves before the deduction of royalties, and without including any of Corinthian's royalty interests.

2. Based on expected average prices for Q2 2014 and calculated by subtracting royalties and operating costs from revenues.

TRANSACTION METRICS

The Acquisition is accretive to Legacy on an annualized funds flow from operations per share basis.  Net of undeveloped land and seismic at an estimated value of $15.6 million and based on Legacy's current share price with no adjustment for a potential sale of Elmworth, the transaction metrics for the long reserve life, high netback acquired production are as follows:

Production:		$75,000 per Boe/d
Proved plus Probable Reserves ^(1):		$17.55 per Boe
Proved plus Probable Recycle Ratio ^(2):		2.6 times

1. Reserves as disclosed above.

2. Utilizing Operating Netback shown above.

THE ACQUISITION

Legacy and Corinthian have entered into an agreement (the "Amalgamation Agreement") pursuant to which Legacy has agreed to acquire all of the outstanding common shares of Corinthian by means of an amalgamation between Corinthian and a wholly-owned subsidiary of Legacy under the Business Corporations Act (Alberta).  Legacy will issue a total of approximately 20.1 million Legacy common shares to the shareholders of Corinthian and will also assume Corinthian's net debt of approximately $34 million (subject to certain adjustments).

Holders of greater than 91.4 percent of the common shares of Corinthian have entered into agreements with Legacy pursuant to which they have agreed to vote their shares in favour of the transaction and the board of directors of Corinthian has unanimously approved the transaction and recommended that the shareholders of Corinthian approve the transaction.

The Amalgamation Agreement, among other things, provides for a mutual non-completion fee of $8 million in the event the transaction is not completed in certain circumstances.  Completion of the transaction is subject to customary conditions, including the approval of the TSX and the approval of the shareholders of Corinthian. The transaction is anticipated to close in July 2014 if written approval of the Corinthian shareholders is obtained or August 2014 if Corinthian is required to convene a meeting of its shareholders to approve the Acquisition. A copy of the Amalgamation Agreement will be filed on SEDAR under Legacy's profile on www.sedar.com.

FINANCIAL ADVISORS

GMP Securities L.P. and Raymond James Ltd. acted as financial advisors to Legacy with respect to the Acquisition.  Macquarie Capital Markets Canada Ltd. and Desjardins Capital Markets acted as strategic advisors to Legacy with respect to the Acquisition.

STRATEGIC RATIONALE

The Acquisition will represent the successful continuation of Legacy's business plan to acquire high quality conventional and resource play light oil assets and strengthen its operating position within its core areas.  The Acquisition will increase Legacy's opportunity inventory in its light oil focus areas.  Legacy has identified more than 250 net horizontal locations on the acquired lands.  Based on anticipated activity levels, this represents more than eight years of drilling inventory on these assets.

The Acquisition will provide an excellent operational fit with Legacy's current North Dakota Spearfish holdings, with a portion of the lands joint with Legacy and the remainder located immediately adjacent to Legacy operated assets.  As a result of the consolidation of the North Dakota Spearfish play, Legacy becomes the dominant player in the area.

The North Dakota Spearfish play has benefited from improved economics and capital efficiencies as a result of reduced capital costs and higher initial production rates and the recently reduced North Dakota severance tax.  Legacy's pro forma North Dakota Spearfish production base and development inventory position the Company to materially benefit from these improvements and drive additional efficiencies with significantly enhanced economies of scale.  Legacy's expanded operational footprint will also accelerate implementation of waterflood in the play.

Furthermore, the Acquisition will result in a reduction in Legacy's pro forma debt to funds flow from operations and accelerates the deleveraging that has been underway for the last number of months.  Pro forma the Acquisition, it is estimated Legacy's 2014 year end debt to Q4 2014 annualized funds flow from operations will be approximately 1.4 times based on current strip pricing.  An enhanced balance sheet and additional growth opportunities position the Company for higher production and funds flow from operations growth.

INCREASED 2014 PRODUCTION GUIDANCE

Upon closing of the Acquisition, and excluding production from the Elmworth assets, Legacy is increasing its guidance for 2014 average production to 23,100 Boe per day (88 percent oil and NGL's) and increasing its guidance for 2014 exit rate production to 27,350 Boe per day (90 percent oil and NGL's), representing a 22 percent and 27 percent increase over 2013 average and exit production rates respectively.

With the increased production and funds flow from operations, Legacy has increased its 2014 capital budget to $390 million compared to pro forma funds flow from operations estimates at current pricing of $410 million, resulting in further debt reduction and balance sheet enhancement.   Royalties are expected to average 16.75 percent and operating and transportation costs are expected to average $17.50 per Boe.

Pro forma the Acquisition (excluding production from Elmworth and any proceeds from a sale of Elmworth), Legacy has the following key attributes:

Average 2014 Production:		23,100 Boe per day (88 percent light oil and NGL's)
Exit 2014 Production:		27,350 Boe per day (90 percent light oil and NGL's)
Debt to Funds Flow From Operations^(1):		1.4 times
Proved plus Probable Reserves^(2):		131.2 MMBoe (86 percent light oil and NGL's)
Proved plus Probable RLI^(3):		15.6 years
Undeveloped Land:		More than 505,000 net acres
3D Seismic:		2,261 square miles
Total Development Drilling Locations:		More than 2,450 net

1.	Proforma 2014 estimated year end debt to Q4 2014 pro forma annualized funds flow from operations, based on current strip prices.
2.	Reserves are Gross Company Reserves evaluated by Sproule as at December 31, 2013 for Legacy and Corinthian and Gross Company Reserves evaluated by Sproule as at March 31, 2014 for Highrock Energy Ltd. Gross Company Reserves are the Company's working interest reserves before the deduction of royalties, and without including any of the Company's royalty interests.
3.	Based on 2014 average production with Acquisition annualized.

Legacy is a uniquely positioned, well‐capitalized, technically driven, intermediate oil and natural gas company with a proven management team committed to aggressive, cost‐effective growth of light oil reserves and production in large hydrocarbon in‐place assets and resource plays. Legacy's common shares trade on the TSX under the symbol LEG.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements. More particularly, this press release contains statements concerning: (i) Corinthian's anticipated net debt to annualized funds flow from operations at closing, (ii) the anticipated impact of the Acquisition on annualized funds flow from operations, (iii) the anticipated pro forma ratio of 2014 year end net debt to annualized funds flow from operations, including with a successful sale of the Elmworth asset; (iv) the total drilling locations associated with Corinthian and with Legacy's properties, (v) the potential exploration, development and waterflood opportunities associated with the Acquisition, (vi) the anticipated date for the closing of the Acquisition, (vii) anticipated 2014 average and exit rates of production, (viii) anticipated capital expenditures in 2014, (ix) estimated pro forma funds flow from operations in 2014, * anticipated royalty rates and (xi) anticipated operating and transportation costs.

The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Legacy, including: (i) with respect to the anticipated closing date of the Acquisition, expectations and assumptions concerning timing of receipt of required regulatory approvals, shareholder approvals and third party consents and the satisfaction of other conditions to the completion of the Acquisition, and (ii) with respect to the remaining forward-looking statements, expectations and assumptions concerning the success of future drilling and development activities, the performance of existing wells, the performance of new wells, the viability of waterflood projects, the availability of services, the availability and cost of capital, prevailing commodity prices, prevailing economic conditions, prevailing weather and break-up conditions, prevailing royalty regimes and the ability to conclude a successful sale of Elmworth.

Although Legacy believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Legacy can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary approvals or satisfy the conditions to closing the Acquisition, risks associated with the oil and natural gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, unfavorable weather and break-up conditions, commodity price and exchange rate fluctuations, uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures and uncertainties respecting the Company's ability to conclude a successful sale of Elmworth.  Certain of these risks are set out in more detail in Legacy's Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com.

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

Meaning of Boe: When used in this press release, Boe means a barrel of oil equivalent on the basis of 1 Boe to 6 thousand cubic feet of natural gas. Boe per day or Boe/d means a barrel of oil equivalent per day. Boe's may be misleading, particularly if used in isolation. A Boe conversion ratio of 1 Boe for 6 thousand cubic feet of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio of oil compared to natural gas based on currently prevailing prices is significantly different than the energy equivalency ratio of 1 Boe to 6 thousand cubic feet of natural gas, utilizing such a conversion ratio may be misleading as an indication of value. 

 

SOURCE: Legacy Oil + Gas Inc.

Trent J. Yanko, P.Eng.
President + CEO

Legacy Oil + Gas Inc.
4400 Eighth Avenue Place
525 - 8th Avenue SW
Calgary, AB T2P 1G1
Telephone: [phone]
Fax: [phone]

Matt Janisch, P.Eng.
Vice-President, Finance + CFO

Legacy Oil + Gas Inc.
4400 Eighth Avenue Place
525 - 8th Avenue SW
Calgary, AB T2P 1G1
Telephone: [phone]
Fax: [phone]