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SLV

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Share Name Share Symbol Market Type
TSXV:SLV TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Stealth Ventures Ltd. Consolidates Its India Position With a Plan of Arrangement for the Acquisition of 100% Equity of a Comp...

28/11/2011 4:13pm

Marketwired Canada


Stealth Ventures Ltd ("Stealth" or the "Company") (TSX VENTURE:SLV) is pleased
to announce the signing of a binding agreement to acquire a private company (the
"Target Company") that has working interests in producing oil & gas assets
coupled with exploration acreages, in India.


Commenting on this development, Subra Subramaniam, CEO of the Company said "this
acquisition is a result of the sustained and concerted efforts over the last
year, by the entire team at Stealth, which will now provide the Company with a
vehicle to launch its unconventional expertise into the South Asian
sub-continent, which in turn will benefit the company's share- holders and also
the Joint Venture partners and the Government of India as a whole."


The high-lights of the acquisition are:



--  A recognized Operator in the Country 
--  A working interest of 30% in producing oil and gas assets. 
--  A working interest of 10% in oil and gas exploration acreages. 
--  Envisaged proposal for a development plan which will provide the
    potential for increases to current levels of production and ultimate
    recovery from the fields 
--  Prospective unconventional upsides that exist within the available
    acreages 
--  Operatorship in some of the fields 
--  A significant opportunity to showcase Stealth's expertise in
    unconventional resource opportunities 
--  The opportunity to partner with large and successful international
    companies in India 
--  Will help Stealth to locate and negotiate other acquisition
    opportunities in India



The Assets/Acreages

The Target Company has working interests in producing oil fields (for
development), a gas field (for development) and in prospective exploration
acreages. All the development assets are currently under production and have a
significant upside, both for enhancing production and for exploration upside.
The Target Company is the Operator in some of the development assets, which pass
on to Stealth as soon as the necessary regulatory formalities have been
completed and the necessary approvals from the Government of India have been
received.


The entire set of Assets and the exploration acreages are under Production
Sharing Contracts (PSC) with the Government of India, and are located in a
producing hydrocarbon Basin, in India. All capital commitments under the PSC for
the producing blocks have been fulfilled.


There are two wells to be drilled on the exploration blocks by the end of 2012,
as per the commitments under the PSC for these blocks, where-in the Company will
be required to pay for its working interest of 10% of the costs. The Company
estimates their share of these commitments to be approximately $400,000. The
Joint Venture partners in these assets/acreages are renowned oil & gas
companies, having large acreages/assets both in India and internationally.


The Transaction

The transaction, valued at about USD 45 million, is contemplated as a Plan of
Arrangement that involves the acquisition of the entire equity shares of the
Target Company. The purchase consideration will be settled with a split of USD
20 million in cash and the equivalent of USD 25 million in non-voting shares of
the Company. The Transaction will be completed soon after the required approvals
from the Government of India are received.


Farm-In

The Transaction involves the Target Company whose assets were the farm-in target
Stealth announced June 27, 2011 ("Farm-in"). With the completion of the
Transaction the Farm-In will not be required as the Stealth will own 100% of the
Target Company and at that time the Company will withdraw the Farm-in.


The Company, as part of the evaluation process, initiated an independent reserve
and resources evaluation report (the "Report") that was completed by Calgary
based Deloitte & Touche LLP (AJM Deloitte) and prepared in accordance with NI
51-101 requirements, and is effective June 30, 2011.


The following is an excerpt from the Report:



                             NI 51-101 Reserves                             
----------------------------------------------------------------------------
                                                 As at June 30,             
                                                    2011(Net)               
----------------------------------------------------------------------------
                                          Oil       Gas       NGL Total BOE
                                       (Mbbls)    (MMcf)   (Mbbls)    (Mbbl)
----------------------------------------------------------------------------
Proved producing                         43.5     680.1               156.8 
----------------------------------------------------------------------------
Proved non-producing                      5.7       0.0                 5.7 
----------------------------------------------------------------------------
Undeveloped                              24.4     132.6                46.4 
----------------------------------------------------------------------------
Total proved                             73.5     812.7               209.0 
----------------------------------------------------------------------------
Probable                                248.4   1,614.9               517.6 
----------------------------------------------------------------------------
Total proved plus probable (1)          322.0   2,427.6       Nil  (1)726.6 






----------------------------------------------------------------------------
NET TO COMPANY                                                              
----------------------------------------------------------------------------
Total discovered petroleum initially-in-place                               
----------------------------------------------------------------------------
                                                         Low    Best    High
----------------------------------------------------------------------------
Petroleum initially-in-place (1) MBoe                  8,505  13,809  23,968
----------------------------------------------------------------------------
Total contingent resources company share                                    
----------------------------------------------------------------------------
                                                         Low    Best    High
----------------------------------------------------------------------------
Contingent Resource (1)          MBoe                    917   2,086   5,611
----------------------------------------------------------------------------
Production Volumes ((i)2)        MBoe                    176     176     176
----------------------------------------------------------------------------
Reserves (3)                     MBoe                    209     727     727
----------------------------------------------------------------------------
Remaining contingent resource    MBoe                    532   1,183   4,708
----------------------------------------------------------------------------



Notes:



1.  Volumes have been aggregated probabilistically 
2.  Cumulative production as of June 20, 2011 
3.  Reserves are as of June 30, 2011 working interest sales volume booked to
    this opportunity.



A Boe conversion rate of 6 Mcf:1 barrel has been used. The conversion ratio is
based on an energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead.


The estimates of reserves for individual properties may not reflect the same
confidence level as estimates of reserves for all properties, due to the effects
of aggregation. There is no certainty that it will be commercially viable to
produce any portion of the resources or the timing of such development.


The significant positive factors attributable to the resource assessment include
the following: Source rock, charge, migration, trap and seal are of low risk due
to the indication of hydrocarbon on well logs, the successful production of oil
and gas from various formations, and oil cuts in the water and mud recovered on
drill stem tests. The main geological risk revolves around the reservoir rock.


The negative factors centre on the lack of demonstrated economic productivity to
date.


Contingencies which prevent the classification as reserves include factors such
as assessment of reservoir deliverability, drilling and testing of additional
test wells, aerial extent of reservoir facies, economic, legal, environmental,
and political and regulatory matters, or lack of markets.


The specific contingency applicable to all fields is the application of
horizontal drilling technology and multi stage completion technology to enhance
the ability to economically extract hydrocarbons from low quality reservoirs.
This technology has been demonstrated to be very successful in North America but
has yet to be applied to the relevant fields in this basin.


The acquisition is subject to customary due diligences by Stealth and is also
subject to the regulatory approvals of the Government of India. The necessary
documentation required for the submission of the application for obtaining the
regulatory approvals, have commenced.


Stealth continues the activities of implementing its business plans and
initiatives of assembling a portfolio of unconventional and conventional oil &
gas resource plays in India and SE Asia.


Stealth Ventures Ltd. is a Calgary-based junior oil and gas company whose
expertise and focus is on "unconventional" hydrocarbon resources from shale, CBM
and tight sand reservoirs.


Trading in Stealth Shares on the TSX-V is halted and will remain so until the
documentation required pursuant to the Policies of the TSX-V has been reviewed
and accepted by the TSX-V. A further news release will be issued at such time.


Further to the shareholder approval at our last AGM, Stealth has now been
redomiciled from British Columbia to the Province of Alberta.


We seek Safe Harbor.

STEALTH VENTURES LTD.

Subra Subramaniam

Per: SUBRA SUBRAMANIAM, Chairman & CEO

Forward Looking Statements:

This News Release may contain forward-looking statements based on assumptions
and judgments of management regarding future events or results that may prove to
be inaccurate as a result of exploration and other risk factors beyond its
control, and actual results may differ materially from the expected results.


Additional Advisories

Boes are presented on the basis of one Boe for six Mcf of natural gas.
Disclosure provided herein in respect of Boes may be misleading, particularly if
used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.


Resource and reserve definitions

The term "resources" encompasses all petroleum qualities that originally existed
on or within the earth's crust in naturally occurring accumulations, including
Discovered and Undiscovered (recoverable and unrecoverable) plus quantities
already produces. Accordingly, total resources is equivalent to Total Petroleum
Initially-In-Place ("PIIP")


Total Petroleum Initially-In-Place ("PIIP") is that quantity of petroleum that
is estimated to exist originally in naturally occurring accumulations. It
includes that quantity of petroleum that is estimated, as of a given date, to be
contained in known accumulations, prior to production, plus those estimated
quantities in accumulations yet to be discovered (equivalent to "total
resources").


Production is the cumulative quantity of petroleum that has been recovered at a
given date.


Reserves are estimated remaining quantities of oil and natural gas and related
substances anticipated to be recoverable from known accumulations, as of a given
date, based on: the analysis of drilling, geological, geophysical, and
engineering data; the use of established technology; and specific economic
conditions, which are generally accepted as being reasonable. Reserves are
further classified in accordance with the level of certainty associated with
estimates and may be sub-classified on development and production status. Refer
to the full definition on Reserves in Section 5.4 of GOGEH.


Contingent Resources are those quantities of petroleum estimated, as of a given
date, to be potentially recoverable from known accumulations using established
technology or technology under development, but which are not currently
considered to be commercially recoverable due to one or more contingencies.
Contingencies may include factors such as economic, legal, environmental,
political and regulatory matters, or lack of markets. It is also appropriate to
classify as contingent resources that estimated recoverable quantities
associated with a project in the early evaluation stage, Contingent Resources
are further classified in accordance with the level of certainty associated with
the estimates and may ne sub-classified based on project maturity and/or
characterized by their economic status.


Unrecoverable is that portion of Discovered and Undiscovered PIIP quantities
which is estimated, as of a given date, not to be recoverable by future
development projects. A portion of these quantities may become recoverable in
the future as commercial circumstances change or technological developments
occur; the remaining portion may never be recovered due to the physical/chemical
constraints represented by the subsurface interaction of fluids and reservoir
rocks.


Undiscovered Petroleum Initially-In-Place (equivalent to undiscovered resources)
is that quantity of petroleum that is estimated, on a given date, to be
contained in accumulations yet to be discovered. The recoverable portion of
Undiscovered Petroleum Initially-In-place is referred to as Prospective
Resources; the remained as Unrecoverable.


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.


Reserves, Contingent Reserves and Prospective Reserves should not be combined
without recognition of the significant differences in criteria associated with
their classification. For example, the sum of Reserves, Contingent Reserves and
Prospective Reserves may be referred to as Remaining Recoverable Resources. When
resources categories are combined, it is important that each component of the
summation also be provided, and that it should be made clear whether and how the
components in the summation were adjusted for risk.


Uncertainty ranges

The range of uncertainty of estimated recoverable volumes may be represented by
either deterministic scenarios or by probability distribution. Resources should
be provided as low, best and high estimates as follows:


Low Estimate: This is considered to be a conservative estimate of the quantity
that will actually be recovered. It is likely that the actual remaining
quantities recovered will exceed the low estimate. If probabilistic models are
used, there should be at least a 90 percent probability (P90) that the
quantities actually recovered will equal or exceed the low estimate.


Best Estimate: This is considered to be the best estimate of the quantity that
will actually be recovered. It is equally likely that the actual remaining
quantities recovered will be greater or less than the best estimate. If
probabilistic methods are used, there would be at least a 50 percent probability
(P50) that the quantities actually recovered will equal or exceed the best
estimate.


High Estimate: This is considered to be an optimistic estimate of the quantity
that will actually be recovered. It is unlikely that the actual remaining
quantities recovered will exceed the high estimate. If probabilistic methods are
used, there would be at least a 10 percent probability (P10) that the quantities
actually recovered will equal or exceed the high estimate.


This approach to describing uncertainty may be applied to reserves, contingent
resources, and prospective resources. Here may be significant risk that sub
commercial and undiscovered accumulations will not achieve commercial
production. However, it is useful to consider and identify the range of
potentially recoverable quantities independent of such risk.


THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING INFORMATION. ACTUAL FUTURE RESULTS
MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED.


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