CALGARY, ALBERTA — (Marketwired) — 11/25/14 — Hyperion Exploration Corp. (“Hyperion” or the “Company”) (TSX VENTURE: HYX) announces it has filed on SEDAR its unaudited condensed interim financial statements and related Management–s Discussion and Analysis (“MD&A) for the three and nine months ended September 30, 2014. The financial statements and MD&A will be available for review at or .
FINANCIAL HIGHLIGHT
(1) Weighted average basic and fully diluted common share count used in calculation. Figures not adjusted for net debt.
(2) Basic and fully diluted common shares outstanding are equal as all dilutive instruments are considered anti-dilutive under IFRS.
(3) Certain financial measures such as “funds flow”, “funds flow per boe”, “funds flow per share”, “operating netback”, and “Net debt” do not have standardized meaning prescribed by Canadian generally accepted accounting principles (“GAAP”). Management believes that in addition to net income, funds flow from operations and netback are useful supplemental measures as they provide an indication of the results generated by the Company–s principal business activities before the consideration of how those activities are financed or how the results are taxed. Investors are cautioned, however, that these measures should not be construed as alternatives to net income determined in accordance with IFRS, as an indication of Hyperion–s performance. These financial measures do not have a standardized meaning prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other issuers. “Funds flow” is calculated based on cash flows from operating activities before changes in non-cash working capital, transaction costs from acquisitions and decommissioning expenditures incurred. “Operating netback” is calculated by deducting royalties, production expenses and transportation expenses from oil and gas revenue. “Funds flow from operations per share” is calculated using weighted average number of shares outstanding consistent with the net income (loss) per share calculation. “Net debt” represents bank debt and accounts payable and accrued liabilities less accounts receivable and prepaid expenses and deposits.
Arrangement Agreement
On November 19, 2014 the Corporation entered into an agreement (the “Arrangement Agreement”) with Tri-Win International Investment Group Inc. (“Tri-Win”) pursuant to which Tri-Win has agreed to purchase all of the issued and outstanding common shares of the Corporation at a cash price of $0.14 per share (the “Transaction”). The Transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).
The Arrangement is subject to customary conditions for a transaction of this nature, which include court approvals, the approval of 66 2/3% of shareholders of Hyperion (“Hyperion Shareholders”) represented in person or by proxy at a special meeting of Hyperion Shareholders to be called to consider the Arrangement and, if required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, “majority of the minority” approval after excluding the votes cast in respect of Common Shares held by certain directors and officers of the Company.
An information circular regarding the Arrangement is expected to be mailed to Hyperion Shareholders in December 2014 for a special meeting of the Hyperion Shareholders to take place on or about January 6, 2015. Closing of the Arrangement is expected to occur on or about January 9, 2015.
Outlook
Hyperion–s credit facility limit is $26 million. Hyperion–s lender did not conduct a previously planned interim review of the credit facility in September 2014 and has indicated that it will conduct a review commencing December 31, 2014.
About Hyperion
Hyperion is a publicly traded, junior light oil and gas company with core operations in the Niton/McLeod, Garrington, North Pembina, and Buck Lake areas. The common shares of the Company trade on the TSX Venture Exchange under the trading symbol “HYX”.
Forward-Looking and Cautionary Statements:
This press release contains certain forward-looking statements (forecasts) under applicable securities laws relating to future events or future performance. Forward-looking statements are necessarily based upon assumptions and judgements with respect to the future. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “projects”, “plans”, “anticipates” and similar expressions. These statements represent management–s expectations or beliefs concerning, among other things, future operating results and various components thereof affecting the economic performance of Hyperion. Undue reliance should not be placed on these forward- looking statements which are based upon management–s assumptions and are subject to known and unknown risks and uncertainties, including the business risks discussed above, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted. These statements speak only as of the date specified in the statements.
In particular, this press release may contain forward-looking statements pertaining to the following:
The Company–s actual results could differ materially from those anticipated in the forward-looking statements contained throughout this press release as a result of the material risk factors set forth below, and elsewhere in this press release:
These factors should not be construed as exhaustive. Unless required by law, Hyperion does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil is based on an energy conversion method primarily applicable at the burner tip and is not intended to represent a value equivalency at the wellhead. All boe conversions in this press release are derived by converting natural gas to oil in the ratio of six thousand cubic feet of natural gas to one barrel of oil. Certain financial amounts are presented on a per boe basis, such measurements may not be consistent with those used by other companies.
Estimated values contained in this press release do not represent fair market value.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Hyperion Exploration Corp.
Trevor Spagrud
President and CEO
(403) 930-0701
Hyperion Exploration Corp.
Bill Cromb
Chief Financial Officer
(403) 930-0703
Hyperion Exploration Corp.
Suite 2110, 335 – 8th Avenue S.W.
Calgary, Alberta T2P 1C9