HOUSTON, TEXAS — (Marketwire) — 03/08/13 — Cub Energy Inc. (“Cub” or the “Company”) (TSX VENTURE: KUB) announced today that it has entered into an agreement to acquire a private Ukrainian oil and gas exploration company (“PrivateCo”). PrivateCo assets consist of approximately 70,000 gross acres of undeveloped land and will have the net effect of increasing Cub–s aggregate licence position in Ukraine to approximately 244,000 gross (180,000 net) acres.
As consideration for PrivateCo, Cub will issue 55,555,555 common shares at a deemed price of $0.45 per share, representing aggregate consideration to PrivateCo–s two shareholders of $25 million (the “Acquisition”). The number of shares to issue to PrivateCo will remain fixed and values Cub at $0.45 per share, representing a 45% increase over Cub–s closing share price on March 7, 2013. Cub–s Board of Directors has approved the transaction. The Company believes this expansion and consolidation of its core eastern Ukrainian land position has significant economic and strategic value.
Acquisition Highlights:
Acquisition Work Plan:
Agreements and Timing
The transaction will be effected pursuant to the terms of a purchase and sale agreement dated effective March 7, 2013. Completion of the transaction is expected to occur no later than June 1, 2013 and is subject to the satisfaction of standard conditions, including receipt of the applicable stock exchange and Ukraine regulatory approvals.
A copy of the purchase and sale agreement will be filed with Canadian securities regulators and will be available at .
In connection with the transaction, Canaccord Genuity Corp. advised the Company financially, RPS for valuation purposes and Salans in Kyiv and Bennett Jones LLP in Canada acted as legal advisors.
Mikhail Afendikov, Chairman and Chief Executive, commented:
“We are excited about the acquisition of these licences and believe they add significant quality acreage to our existing portfolio. These three blocks give us a large increase in drilling prospects, excellent resource exposure and further consolidates our holdings in this key area of Ukrainian gas production. This transaction is in line with our stated strategy of growing the Company though the acquisition of large undeveloped license areas contiguous with our current production. We thereby mitigate exploration risk, and develop our assets with the combination of seismic, western technology, modern completion practices and local expertise.”
Notes to Editors on Acquisition Asset Details
Oskolonovskaya – 100% working interest
The Licence size is approximately 145.3 square kilometres and expires on January 13, 2016. Five well prospects identified by 373 kilometres of 2D seismic that has been shot on the license. Management has an internal evaluation of 9.6 bscf of best estimate contingent resources and 8.5 bscf of best estimate prospective resources in place. The licence is near a well-developed road and close to major oil and gas pipelines serving nearby fields.
Kryakovskaya – 100% working interest
The licence size is approximately 85.7 square kilometers and expires on January 13, 2016. Eight well prospects identified by 366 kilometres of 2D seismic that has been shot on the licence. Management has an internal evaluation of 37.6 bscf of best estimate contingent resources in place.
East Vergunskaya – 100% working interest
The licence size is approximately 41.9 square kilometers, expires on January 13, 2016 and is contiguous with Cub–s 30% interest in the Vergunskaya licence. Eight well prospects identified by 129 kilometres of 2D seismic that has been shot on the licence. Management has an internal evaluation of 36.5 bscf of best estimate contingent resources in place.
Notes to Editors on Recently Drilled K-7 Well:
On 1 February 2013 Cub announced the discovery of commercial volumes of natural gas in the Krutogorovskoye-7 (“K-7”) exploration well in Ukraine. The K-7 well is operated by KUB-Gas, in which Cub has a 30% ownership interest.
The K-7 well commenced drilling in September 2012 and was cased to a total depth (“TD”) of 3,206 metres in early November 2012. Wireline logging of the well indicated up to 5 potential gas zones in the Bashkirian and Serpukhovian sands between depths of approximately 2,390 metres and 2,760 metres. A 10 metre section of the Bashkirian B12 zone, from a depth of 2,395 to 2,398 metres and from 2,400 to 2,407 metres, was selected for testing.
The well was flow tested for a period of 14 hours using various choke sizes and achieved a maximum rate of 5.914 MMcf/d through a 9 mm choke. Average production through the 9 mm choke was 5.896 MMcf/d at an average flowing pressure of 14,435 kPa.
Oil and Gas Equivalents
Production information is commonly reported in units of barrel of oil equivalent (“boe” or “Mboe” or “MMboe”) or in units of natural gas equivalent (“Mcfe”) or (“MMcfe”) or (“Bcfe”). However, boe–s or Mcfe–s may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf = 1 barrel, or a Mcfe conversion ratio of 1 barrel = 6 Mcf, is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
Defined Terms
(1)”Contingent Resources” are those quantities of petroleum that are estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not yet considered mature enough for commercial development because of one or more contingencies. Contingencies may include factors such as economic, legal, environmental, political, and regulatory matters, or a lack of markets. Contingent Resources are further categorized into low case (1C), best case (2C) and high case (3C) according to the level of certainty associated with the estimates and may be sub-classified based on economic viability.
(2)”Prospective Resources” are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity.
About Cub Energy Inc.
Cub Energy Inc. (TSX VENTURE: KUB) is an upstream oil and gas company with 110,000 net acres in nine exploration and production licences within the two major producing basins of Ukraine. The Company–s strategy is to implement western technology and capital, combined with local expertise and ownership, to increase value in its undeveloped land base, creating and further building a portfolio of producing oil and gas assets within a high pricing environment.
Cautionary Statement Regarding Well Flow Testing
Well flow test results are not necessarily indicative of long-term performance or of ultimate recovery.
Reader Advisory
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. CUB believes that the expectations reflected in the forward-looking information are reasonable; however there can be no assurance those expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in the Ukraine and globally; industry conditions, including fluctuations in the prices of natural gas; governmental regulation of the natural gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for natural gas; liabilities inherent in natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the natural gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
This cautionary statement expressly qualifies the forward-looking information contained in this news release. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Cub Energy Inc.
Lionel C. McBee
Director of Investor Relations
(713) 667-0439
Cub Energy Inc.
Mikhail Afendikov
Chairman and Chief Executive Officer
(713) 667-0439