Vancouver, British Columbia–(Newsfile Corp. – November 27, 2020) – Quendale Capital Corp. (TSXV: QOC.P) (“Quendale“), further to its press releases dated August 31, 2020 and November 17, 2020, is pleased to provide additional information in compliance with Section 12.2 of TSX Venture Exchange (“TSXV“) Policy 2.4 (the “CPC Policy“) regarding the proposed business combination (the “Transaction“) with a wholly-owned subsidiary of Quendale (“Quendale Subco“) and Prairie Storm Energy Corp. (“Prairie Storm“). It is expected that the Transaction will constitute the “Qualifying Transaction” of Quendale, as such term is defined in the CPC Policy.
Additional Information regarding Prairie Storm
Prairie Storm is a private oil and gas acquisition, exploration and development company incorporated on January 21, 2015 under the Business Corporations Act (Alberta). Since its inception in 2015, Prairie Storm’s activities have focused on identifying and acquiring strategic, growth-oriented oil and gas assets with proven oil and gas reserves and associated production. Prairie Storm has focused its activities on low-risk, economically attractive drilling opportunities, infrastructure ownership and growing reserves through proven enhanced oil recovery techniques.
No registered or beneficial shareholder of Prairie Storm owns, directly or indirectly, or exercises control or direction over more than 10% of any class of voting securities of Prairie Storm other than 1252841 B.C. Ltd. (12.4%), a company incorporated pursuant to the laws of the Province of British Columbia.
Summary of Selected Prairie Storm Financial Information
Below represents Prairie Storm’s financial highlights from the audited financial statements as at and for the year ended December 31, 2019 and the unaudited interim financial statements as at and for the six months ended June 30, 2020:
|($ in Cdn)||Six months ended June 30, 2020||Year Ended December 31, 2019|
|Financial results ($ 000s)|
|Production revenue||$ 7,913||$||27,811|
|Adjusted funds flow||3,843||11,029|
|per share – basic||0.05||0.14|
|per share – diluted||0.05||0.14|
|Net income (loss)||(15,661)||(1,780)|
|per share – basic||(0.21)||(0.02)|
|per share – diluted||(0.21)||(0.02)|
|Total non-current financial liabilities||34,131||32,706|
|Return of capital||–||6,000|
|Weighted average shares – basic||76,332||76,332|
|Weighted average shares – diluted||76,332||76,332|
Updates to Management of Result Issuer
As an update to Quendale’s press release dated August 31, 2020, it is now intended that upon completion of the Transaction, the individuals indicated below will be appointed as the officers and directors of Quendale upon completion of the Qualifying Transaction (the “Resulting Issuer“):
Hugh G. Ross, President, Chief Executive Officer and Director
Mr. Ross will assume the role of President, Chief Executive Officer and Director of the Resulting Issuer. In this capacity, Mr. Ross will be responsible for the execution of the strategic plan of the Resulting Issuer as well as implementing the decisions, guidelines and policies of the board of directors. Mr. Ross will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Ross was President, Chief Executive Officer of Prairie Storm from January 2015 to present and President, Chief Executive Officer of Novus Energy Inc. from March 2009 to July 2014, after which it was sold for proceeds of ~$320 million to Yanchang Petroleum International Ltd., which is a subsidiary of the fourth largest oil producer in China, Shannxi Yanchang Petroleum Group Co.
Mr. Ross has over 30 years experience in the oil and gas industry, having been co-founder, President and Chief Executive Officer of Gentry Resources Ltd., a Toronto Stock Exchange listed company. Under Mr. Ross’ stewardship, Gentry Resources Ltd. grew to over 5,000 boe/d of production and held approximately 430 net sections of undeveloped land in Southern Alberta until it was sold to Crew Energy Inc. in August 2008 for proceeds of approximately $300 million. He was also a founder of Stratic Energy Corp. and served as its President & CEO from April 1999 to August 2005. Stratic Energy Corp. was an international exploration company with exploration activities in Syria, the North Sea, Black Sea offshore Turkey, Gabon and Ivory Coast West Africa, and onshore Morocco. Stratic Energy Corp. was sold to EnQuest PLC, the largest independent oil and gas producer in the UK North Sea.
Ketan Panchmatia, Vice President, Finance, Chief Financial Officer and Corporate Secretary
Mr. Panchmatia will assume the role of Vice President, Finance, Chief Financial Officer and Corporate Secretary of the Resulting Issuer. In this capacity, Mr. Panchmatia will be responsible for the financial management of the Resulting Issuer including financial reporting, corporate accounting, budgeting and forecasting as well as stewardship of internal controls. Mr. Panchmatia will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Panchmatia was Vice President, Finance and Chief Financial Officer of Prairie Storm from January 2015 to present and Vice President, Finance and Chief Financial Officer of Novus Energy Inc. from March 2009 to October 2014.
Mr. Panchmatia is a designated accountant with over 30 years of finance and accounting experience in the oil & gas industry. Prior to Novus Energy Inc., Mr. Panchmatia was with Gentry Resources Ltd. until August 2008 at which time it was sold to Crew Energy Inc. Mr. Panchmatia held various positions throughout his career at Gentry Resources Ltd., and was eventually appointed Chief Financial Officer in 1996 and VP Finance in 2001. Mr. Panchmatia gained international exposure with his time at Stratic Energy Corp., where he held the positions of VP Finance and CFO from March 1999 through October 2005, at which time he left the company to more fully focus his efforts on Gentry Resources Ltd.
Julian Din, Vice President, Business Development and Director
Mr. Din will assume the role of Vice President, Business Development and Director of the Resulting Issuer. In this capacity, Mr. Din will be primarily responsible for the evaluation and execution of acquisitions, divestitures and swap transactions, investor relations and decisions relating to the capitalization and capital structure of the Resulting Issuer. Mr. Din will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Din was Vice President, Business Development of Prairie Storm from January 2015 to present and Vice President, Business Development of Novus Energy Inc. from March 2009 to October 2014.
Mr. Din holds a Masters of Business Administration (M.B.A.) from Pepperdine University and a Bachelor of Commerce (B. Comm) from the University of Calgary with 20 years of oil and gas experience. From 1994 to 2009 Mr. Din held various roles in the securities industry where he was primarily involved in raising equity and debt capital for public and private energy companies and advising companies concerning merger and acquisition activity.
Greg Groten, Vice President, Exploration
Mr. Groten will assume the role of Vice President, Exploration of the Resulting Issuer. In this capacity, Mr. Groten will be primarily responsible for technical aspects of exploration and development in the application of technology and the execution of operations in support of the Resulting Issuer’s strategic goals. Mr. Groten will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Groten was Vice President, Exploration of Prairie Storm from January 2015 to present and Vice President, Exploration of Novus Energy Inc. from March 2009 to October 2014.
Mr. Groten is a registered Professional Geophysicist with APEGA and is a registered Professional Geoscientist in British Columbia with over 30 years of technical and management experience to his role as Vice President of Exploration. Previously, he was VP Exploration of Novus Energy Inc., being one of the five executives which formed Novus Energy Inc. through the re-financing of Regal Energy Ltd. in March 2009. He has had roles of increasing responsibility both in geo-technical roles as well as in management at publicly traded companies, including his role as Vice President Exploration at Gentry Resources Ltd. until August 2008.
Michael Schmidt, Vice President, Engineering
Mr. Schmidt will assume the role of Vice President, Engineering of the Resulting Issuer. In this capacity, Mr. Schmidt will be primarily responsible for technical aspects of engineering and development in the application of technology and the execution of operations in support of the Resulting Issuer’s strategic goals. Mr. Schmidt will work full-time for the Resulting Issuer as an employee of the Resulting Issuer. Over the past 5 years, Mr. Schmidt was a Senior Exploitation Engineer of Prairie Storm from January 2016 to present.
Mr. Schmidt is a registered Professional Engineer with APEGA and brings over 17 years of technical oil and gas experience to his role as Vice President of Engineering. He has had several technical roles of increasing responsibility at publicly traded companies, including Lightstream Resources and ARC Resources. Michael Schmidt, P.Eng, graduated from the University of Saskatchewan in 2003 and has had a wide exposure to industry with experience in exploitation, production, reserves evaluation and reservoir engineering.
Bruce G. Waterman, Director
Mr. Waterman will assume the role of Director of the Resulting Issuer. Mr. Waterman is currently a corporate director, currently serving on the Boards of Ovintiv Inc., Irving Oil Limited and Prairie Storm. Mr. Waterman retired in January 2013 from Nutrien Ltd. (formerly Agrium Inc.) as Executive Vice President, having held senior roles as Chief Financial Officer, as well as in business development and strategy since April 2000. He was Vice President and Chief Financial Officer of Talisman Energy Inc., a public oil and gas company, from January 1996 to April 2000. Prior to Talisman Energy Inc., Mr. Waterman spent 15 years at Amoco Corporation, including Dome Petroleum Limited, a predecessor company. At Amoco (a global chemical, oil and gas company which merged with British Petroleum in 1998), his roles included various positions in finance, accounting and business development.
Mr. Waterman holds a Bachelor of Commerce (Honours) from Queen’s University and is a Chartered Accountant. He was chosen as Canada’s CFO of the Year in 2008 and named a Fellow of the Institute of Chartered Accountants of Alberta in 2011. He is past Chair and a member of the Selection Committee of Canada’s CFO of the Year Award and is a member of the Advisory Board of FEI Canada’s CFO Leadership Beyond Finance Program.
Roderick Keith MacLeod, Director
Mr. MacLeod will assume the role of Director of the Resulting Issuer. Mr. MacLeod held the position of Chief Executive Officer and Chairman of the board of directors of Sproule and its subsidiaries, until his retirement on June 30, 2014. In this position, he was responsible for overseeing its Canadian, U.S., International, Unconventional and Project Management businesses. His worldwide experience at Sproule was primarily in the areas of reservoir engineering, oil and gas reserves/resource evaluations, expert witness testimony, investment advice and education. Mr. MacLeod lectured at the University of Calgary for many years and presented to industry on oil and gas disclosure related matters. Mr. MacLeod has been an industry advisor to the Alberta Securities Commission. He was one of the authors of the Canadian Oil and Gas Evaluation Handbook and a member of the Alberta Securities Commission’s industry taskforce, whose recommendations formed the framework for NI 51-101.
Mr. MacLeod is active with the Society of Petroleum Engineers having served as the Canadian Regional Director on the international board as well as chair of the Canadian Section. He is also a member of the Society of Petroleum Evaluation Engineers and Association of Professional Engineers and Geoscientists of Alberta. Mr. MacLeod is Lead Director of Paramount Resources Ltd., Chair of the Canada-Nova Scotia Offshore Petroleum Board and the Veschuren Centre for Sustainability in Energy and the Environment at Cape Breton University. He is also a director of Prairie Storm and ETX Systems Inc.
The common shares of Quendale are currently suspended from trading and are expected to remain suspended pending completion of the Transaction.
All information contained in this press release with respect to Quendale and Prairie Storm was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and it’s directors and officers have relied on the other party for any information concerning the other party.
Additional terms of the Transaction were previously disclosed in the news releases of Quendale dated August 31, 2020 and November 17, 2020 and are available under Quendale’s SEDAR profile at www.sedar.com.
For further information:
Quendale Capital Corp.
Richard A. Graham, President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Prairie Storm Energy Corp.
Hugh G. Ross, President and Chief Executive Officer
Julian Din, Vice President, Business Development
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be filed in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction; the proposed structure by which the Transaction is to be completed; that the Transaction will constitute a Qualifying Transaction, as such term is defined in the CPC Policy; and the officers and directors of the Resulting Issuer. Quendale cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Quendale and Prairie Storm, including expectations and assumptions concerning Quendale, Prairie Storm, the Resulting Issuer, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions in accordance with the terms of the amalgamation agreement entered into among Quendale, Quendale Subco and Prairie Storm dated November 16, 2020, as well as other risks and uncertainties, including those described in Quendale’s final prospectus dated May 10, 2018 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quendale. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Quendale does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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