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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ranger Oil Corporation | NASDAQ:ROCC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 37.47 | 37.50 | 35.59 | 0 | 00:00:00 |
Baytex + Ranger Quality North American Oil-Weighted E&P ____________ February 28, 2023 • Quality Scale • Significant Accretion • Broadens & Extends Inventory • More Resilient Business • Enhances Shareholder Return • Introducing a Dividend |
3 Quality Scale and Resiliency “Baytex has a high quality and diversified oil portfolio in both Canada and the Eagle Ford in Texas. With more than 10 years of projected development inventory in each of our core areas, our objective is to deliver modest and reliable annual production growth organically and generate meaningful free cash flow while maintaining reasonable financial leverage. We are committed to building an even stronger and more resilient business over time to increase shareholder value and enhance direct shareholder returns on a per-share basis. We view our extensive position in Canada and the Eagle Ford as core to our ongoing business. We are building an even stronger Canadian energy company with a high-quality diversified oil-weighted portfolio across the Western Canadian Sedimentary Basin and the Eagle Ford.” “The Ranger acquisition is strategic. We are acquiring a strong operating capability in the Eagle Ford, on-trend with our non-operated position in the Karnes Trough and driving meaningful per-share accretion on all metrics. The transaction more than doubles our EBITDA and nearly doubles our free cash flow. The Ranger inventory immediately competes for capital in our portfolio and brings 12-15 years of quality oil-weighted drilling opportunities. We are building quality scale and a more durable business with a lower break-even WTI price. We are committed to enhancing direct shareholder returns, and through this transaction, we are returning more value to our shareholders on a per-share basis. Upon closing of this transaction, we intend to initiate a dividend, which will be a key means of delivering reliable value to shareholders going forward.” “I couldn’t be more proud of the Ranger team and the company we’ve built together. We expect that combining with the balance sheet strength, deep asset base, and operational excellence of Baytex will create a unique company of scale which will deliver sustained free cash flow growth and differentiated shareholder returns. We look forward to bringing together our complementary teams and assets to realize the long-term value of this combination for our shareholders.” “This transaction represents a leap forward in shareholder value creation potential and accelerates both companies’ shareholder return strategies. We expect this combination will create a company that is exceptionally positioned for sustained shareholder returns.” Eric T. Greager President and Chief Executive Officer, Baytex Energy Darrin Henke Chief Executive Officer, Ranger Oil Edward Geiser Chairman, Ranger Oil Board of Directors Managing Partner, Juniper Capital |
4 EAGLE FORD VIKING LLOYDMINSTER PEACE RIVER/ PEAVINE DUVERNAY (1) Enterprise value is calculated as market capitalization plus net debt and is used to assess the valuation of the Company. (2) Calculated in accordance with the credit facilities agreement which is available on SEDAR at www.sedar.com. (3) Capital management measure. Refer to the Capital Management Measures section in this presentation for further information. (4) Specified financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable with the calculation of similar measures presented by other entities. Refer to the Specified Financial Measures section in this presentation for further information. Baytex + Ranger - A Diversified North American E&P Operator Pro forma Market Summary Ticker Symbol TSX & NYSE | BTE Shares Outstanding 864 million Market Capitalization / Enterprise Value(1) $5.0 billion / $7.6 billion Pro forma Metrics Production (working interest) 155 – 160 Mboe/d Production Mix 85% liquids Reserves – 2P (working interest) 696 MMboe Net Acres 1.7 million EBITDA(2) $2.4 billion Adjusted Funds Flow(3) $2.2 billion Free Cash Flow(4) $1.0 billion Total debt to EBITDA(4) 1.0x Acquisition Overview 70% Stock 30% Cash Assumed Debt In this presentation we reference financial metrics for Ranger and Baytex (pro forma for the Acquisition), including EBITDA, adjusted funds flow and free cash flow. We also reference accretion on a per-share basis for adjusted funds flow, free cash flow and production. Financial metrics and financial accretion assume the Acquisition closes at the end of Q2/2023, is based on the 12-month period from closing, July 1, 2023 to June 30, 2024, and the following commodity prices: WTI - US$75/bbl; MEH premium to WTI - US$2/bbl; WCS differential to WTI – US$17.50/bbl, NYMEX Gas - US$3.50/MMbtu; Exchange Rate (CAD/USD) - 1.35. Production and production accretion (boe/d per thousand share) based on the 12-month period from closing, July 1, 2023 to June 30, 2024, and includes: (i) Baytex production of 88-90 Mboe/d (working interest); and (ii) Baytex’s internal estimate for Ranger production of 67-70MBoe/d (working interest). Reserves based on (i)Baytex reserves as at December 31, 2022 prepared by McDaniel & Associates Consultants Ltd, (“McDaniel”), an independent qualified reserves evaluator in accordance with National Instrument 51-101 “Standards of Disclosure for Oil and Gas Activities” (“NI 51-101”); and (ii) Ranger’s year-end 2022 reserves were evaluated by McDaniel in accordance with NI 51-101. Market capitalization, enterprise value and dividend yield based on Baytex closing share price on the Toronto Stock Exchange on February 24, 2023 of $5.74. Total debt is based on estimated total debt for Baytex and Ranger on closing of the Acquisition, including estimated transaction costs. These assumptions, which are based on market data as of immediately prior to the announcement of the Acquisition, apply throughout this presentation. In particular, information that is based on Baytex’s share price is based on the closing share price on the Toronto Stock Exchange on February 24, 2023. The market prices of both the Baytex common shares and the Ranger common shares will fluctuate prior to the closing and investorsshould obtain current stock price quotations. |
6 Acquisition Overview ▪ Ranger Oil is listed on the NASDAQ exchange (“ROCC”) ▪ 42.5 million fully diluted shares outstanding ▪ Total transaction value of ~ US$2.5 billion (C$3.4 billion), including net debt(4) of ~ US$650 million(5) ▪ Ranger shareholders will receive 7.49 Baytex common shares plus US$13.31 per share cash, for total consideration of approximately US$44.36 per share ▪ Represents a 7.6% premium to the closing price on February 24, 2023 (1) See note regarding assumptions on Slide 4. Transaction value based on the trailing 5-day volume weighted average price as of February 24, 2023 for Baytex trading on all Canadian exchanges. (2) Calculated in accordance with the credit facilities agreement which is available on SEDAR at www.sedar.com. (3) Enterprise value is calculated as market capitalization plus net debt and is used to assess the valuation of the Company. (4) Capital management measure. Refer to the Capital Management Measures section in this presentation for further information. (5) Estimated as at closing. ▪ Closing of the transaction anticipated late Q2/2023 ▪ Acquisition to be completed by way of a merger agreement ▪ Respective shareholder votes for Baytex and Ranger expected in Q2/2023 ▪ Combined organization to be led by Eric T. Greager, President and Chief Executive Officer of Baytex and the Baytex leadership team, with the addition of key senior operational leadership from Ranger ▪ Baytex intends to appoint two independent directors from the Ranger Board to the Baytex board of directors ▪ Affiliates of Juniper Capital Advisors own approximately 54% of Ranger’s shares and have agreed to vote in favour of the transaction and have entered into a hold period agreement with respect to the Baytex shares to be issued to Juniper Transaction Size and Value(1) Canadian $ U.S. $ Transaction Value $3.4 billion US$2.5 billion Production (boe/d) 67-70 Mboe/d (w orking interest) 52-54 Mboe/d (net revenue interest) 2P Reserves 258 MMboe 258 MMboe EBITDA(2) $1.2 billion US$900 million EV(3) / Production $50 kboe/d US$48 kboe/d EV / EBITDA 2.86x 2.86x |
7 Building a Strong Operating Platform in the Eagle Ford Materially Increases Eagle Ford Scale while Building a Quality Operating Platform in a Premier Basin ▪ Located primarily in Gonzales, Lavaca, Fayette and Dewitt counties, in the oil windows of the Eagle Ford shale ▪ Large contiguous position, on-trend with Baytex’s non-operated position in the Karnes Trough ▪ High working interest and largely operated provides operational control & opportunity ▪ 86% working interest ▪ 96% operated ▪ 96% held by production Eagle Ford Metrics Baytex Ranger Pro Forma Gross Acreage 78,212 188,900 267,112 Working interest, % 25% 86% 68% Production (boe/d) 27,000 68,500 95,500 % Operated 0% 96% 70% % Crude Oil 59% 72% 68% % Liquids 77% 87% 84% |
8 Deep, High-Quality Inventory ▪ 741 net undrilled locations ▪ 523 quality Lower Eagle Ford opportunities ▪ 218 additional Upper Eagle Ford and Austin Chalk opportunities ▪ 12-15 years of sustaining development ▪ Inventory immediately competes for capital ▪ Attractive well economics ▪ 2 rig program (50-55 net wells to sales per year) to generate modest production growth (1) Individual well economics based on the following commodity prices (constant): WTI - US$75/bbl; MEH premium to WTI - US$2/bbl; NYMEX Gas - US$3.50 MMbtu. Lower Eagle Ford Inventory Depth and Economics(1) Thermal Maturity Windows Net Well Count (1) IP365 (boe/d) EUR (Mboe) Oil Weighting Liquids Weighting IRR Payout (years) NPV10 Btax (US$MM) Black Oil 290 410 489 83% 92% 79% 1.4 $6.8 Volatile Oil 90 674 654 59% 81% 89% 1.1 $7.2 Condensate 60 922 856 38% 71% 94% 1.1 $7.7 Redevelopment 83 396 397 67% 85% 43% 1.8 $3.4 |
14 Improves GHG Intensity Metrics ▪ We are committed to monitoring greenhouse gas (“GHG”) emissions from our operations, setting targets to reduce our GHG emissions intensity, and pursuing cost-effective strategies to produce energy for society with a lower carbon intensity ▪ The Ranger acquisition reduces our average GHG intensity by 16% (based on 2021 published data for both companies) GHG Emissions Intensity (2021 Data) Baytex Ranger Combined % Change GHG Emissions, Scope 1 and 2 (CO2e tonnes) 1,173,678 602,687 1,776,365 Intensity, Scope 1 and 2 (kg CO2e/boe) 54 28 45 -16% |
15 Pro forma Adjusted Funds Flow Sensitivities Sensitivities Estimated Effect on Annual Adjusted Funds Flow(1) ($MM) Change of US$5.00/bbl WTI crude oil $218 Change of US$1.00/bbl WCS heavy oil differential $17 Change of US$0.50/MMbtu NYMEX natural gas $15 Change of $0.01 in the C$/US$ exchange rate $22 1. Capital management measure. Refer to the Capital Management Measures in this presentation for further information. |
Supplementary Information |
18 Baytex Stand-Alone(1) Pro Forma Production and Reserves Baytex Pro Forma Ranger(1) Production: 88-90 Mboe/d 2P Reserves (YE 2022): 438 MMboe Production: 155-160 Mboe/d 2P Reserves (YE 2022): 696 MMboe (1) See note regarding assumptions on Slide 4. Eagle Ford Light Oil Canada Light Oil Canada Heavy Oil NGLs Natural Gas Eagle Ford Light Oil Canada Light Oil Canada Heavy Oil NGLs Natural Gas Eagle Ford Light Oil Canada Light Oil Canada Heavy Oil NGLs Natural Gas Eagle Ford Light Oil Canada Light Oil Canada Heavy Oil NGLs Natural Gas |
19 Eric T. Greager President and CEO Mark R. Bly Chair of the Board Trudy M. Curran Stev e D.L. Reynish Gregory K. Melchin Board of Directors Dav e L. Pearce Jennifer A. Maki • Adding two independent board members (Jeffrey Wojahn + one additional) from Ranger’s Board • Mr. Gregory Melchin not standing for election at the Baytex 2023 Annual Meeting of Shareholders • On closing of acquisition, 10 board members, 9 of which will be independent Don G. Hrap Angela Lekatsas Efficient and Independent Board with Complementary Skills Suited to Govern the Combined Business Jeffrey E, Wojahn, Ranger Oil |
20 Eric T. Greager President and CEO M. Scott Lov ett Vice President Corporate Dev elopment Kendall D. Arthur Vice President Heav y Oil Leadership Team James R. Maclean Vice President General Counsel and Corporate Secretary Brian G. Ector Vice President Capital Markets Nicole Frechette Vice President Light Oil A Passionate, Shareholder-Aligned Leadership Team Committed to Creating Value Chad E. Lundberg Chief Operating and Sustainability Officer Chad L. Kalmakoff Chief Financial Officer • Baytex intends to add one senior operational leader (Julia Gwaltney) to the Baytex leadership team and retain the Ranger teams, operating in Houston Julia Gwaltney Senior Vice President and Chief Operating Officer, Ranger Oil |
21 Any “f inancial outlook” or “f uture oriented f inancial inf ormation” in this presentation as def ined by applicable securities laws, has been approv ed by management of Baytex. Such financial outlook or f uture oriented f inancial inf ormation is prov ided f or the purpose of prov iding inf ormation about management’s current expectations and plans relating to the f uture. Readers are cautioned that reliance on such inf ormation may not be appropriate f or other circumstances. In the interest of prov iding the shareholders of Bay tex and potential inv estors with inf ormation regarding Bay tex, including management's assessment of f uture plans and operations, certain statements in this presentation are "f orward-looking statements" within the meaning of the United States Priv ate Securities Litigation Ref orm Act of 1995 and "f orward-looking inf ormation" within the meaning of applicable Canadian securities legislation (collectively , "f orward-looking statements"). In some cases, forward-looking statements can be identif ied by terminology such as "anticipate", "believ e", "continue", "could", "estimate", "expect", "f orecast", "intend", "may ", "objectiv e", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting f uture outcomes, ev ents or perf ormance. The f orward-looking statements contained in this presentation peak only as of the date hereof and are expressly qualif ied by this cautionary statement. Specif ically, this presentation contains f orward-looking statements relating to but not limited to: the Acquisition, the expected closing of the Acquisition and the timing thereof ; the expected f inancial eff ects of the Acquisition, including the expected accretion to adjusted f unds f low, f ree cash f low and production, the expected impact on break-ev en price, our debt lev els and lev erage ratio, the expected impact on EBITDA and expected single-well IRRs and pay backs; the expected operational impacts of the Acquisition, including the number of locations to be drilled and the lev el of oil and natural gas production f rom wells on the acquired acreage; and expected plans as a result of the transaction, including increasing direct shareholder returns to 50% of f ree cash flow, instituting a div idend, maintaining or increasing share buy backs and anticipated changes to our management team and Board of Directors. In addition, inf ormation and statements relating to reserv es are deemed to be f orward-looking statements, as they inv olv e implied assessment, based on certain estimates and assumptions, that the reserv es described exist in quantities predicted or estimated, and that they can be prof itably produced in the f uture. Forward Looking Statements Advisory |
22 Forward Looking Statements Advisory (Cont.) These f orward-looking statements are based on certain key assumptions regarding, among other things: the consummation and success of the Acquisition and our ability to successf ully integrate the acquired business into our existing operations; petroleum and natural gas prices and differentials between light, medium and heavy oil prices; well production rates and reserv e v olumes; the ability to add production and reserv es through exploration and dev elopment activ ities; capital expenditure lev els; the ability to borrow under credit agreements; the receipt, in a timely manner, of regulatory and other required approv als f or operating activ ities; the av ailability and cost of labour and other industry serv ices; interest and f oreign exchange rates; the continuance of existing and, in certain circumstances, proposed tax and roy alty regimes; the ability to dev elop crude oil and natural gas properties in the manner currently contemplated; and current industry conditions, laws and regulations continuing in eff ect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Bay tex at the time of preparation, may prov e to be incorrect. Actual results achiev ed will v ary f rom the inf ormation prov ided herein as a result of numerous known and unknown risks and uncertainties and other f actors. Such f actors include, but are not limited to: the v olatility of oil and natural gas prices and price diff erentials (including the impacts of rising macroeconomic uncertainties and geopolitical tensions, including adv erse dev elopments aff ecting the f inancial serv ices industry , Russia’s inv asion of Ukraine, and Cov id-19); restrictions or costs imposed by climate change initiativ es and the physical risks of climate change; risks associated with our ability to dev elop our properties and add reserv es; the impact of an energy transition on demand f or petroleum productions; changes in income tax or other laws or gov ernment incentiv e programs; av ailability and cost of gathering, processing and pipeline sy stems; retaining or replacing our leadership and key personnel; the av ailability and cost of capital or borrowing; risks associated with a third-party operating our Eagle Ford properties; risks associated with large projects; costs to dev elop and operate our properties; public perception and its inf luence on the regulatory regime; current or future control, legislation or regulations; new regulations on hy draulic f racturing; restrictions on or access to water or other f luids; regulations regarding the disposal of fluids; risks associated with our hedging activ ities; the impact of elev ated lev els of inf lation and gov ernment policies aimed at reducing them, such as increasing interest rates; v ariations in interest rates and f oreign exchange rates; uncertainties associated with estimating oil and natural gas reserv es; our inability to f ully insure against all risks; additional risks associated with our thermal heavy oil projects; our ability to compete with other organizations in the oil and gas industry; risks associated with our use of inf ormation technology sy stems; results of litigation; that our credit f acilities may not prov ide suff icient liquidity or may not be renewed; f ailure to comply with the cov enants in our debt agreements; risks of counterparty def ault; the impact of Indigenous claims; risks associated with expansion into new activ ities; risks associated with the ownership of our securities, including changes in market-based f actors; risks f or United States and other non-resident shareholders, including the ability to enf orce civil remedies, diff ering practices f or reporting reserv es and production, additional taxation applicable to non-residents and f oreign exchange risk; and other f actors, many of which are bey ond our control. These and additional risk f actors are discussed in our Annual Inf ormation Form, Annual Report on Form 40-F and Management's Discussion and Analy sis f or y ear ended December 31, 2022, filed with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission and in our other public f ilings. The abov e summary of assumptions and risks related to f orward-looking statements has been prov ided in order to prov ide shareholders and potential inv estors with a more complete perspectiv e on Bay tex’s current and f uture operations and such inf ormation may not be appropriate f or other purposes. We hav e not risked potential drilling locations, and actual locations drilled and quantities that may be ultimately recov ered may differ substantially from estimates. We make no commitment to drill all of the drilling locations that hav e been identif ied. Factors aff ecting ultimate recov ery include the scope of our on‐going drilling program, which will be directly aff ected by the av ailability of capital, drilling, and production costs, av ailability of drilling and completion serv ices and equipment, drilling results, lease expirations, regulatory approv als, and geological and mechanical f actors. Estimates of reserv es, ty pe/decline curv es, EURs, per‐well economics, and resource potential may change signif icantly as dev elopment of our oil and gas assets prov ides additional data. Additionally , internal rates of return disclosed in this presentation are calculated solely based on drilling and completion costs per well and lease operating expenses and do not include other costs such as land acquisition costs, general and administrativ e expenses, or other costs and expenses. Additionally , initial production rates are subject to decline ov er time and should not be ref lectiv e of sustained production lev els. |
23 Specified Financial Measures Advisory In this presentation, we ref er to certain specif ied financial measures (such as f ree cash f low, operating netback, operating netback per boe, total debt, total debt to EBITDA ratio and asset lev el f ree cash f low break-ev en price) which do not hav e any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”). While these measures are commonly used in the oil and natural gas industry , our determination of these measures may not be comparable with calculations of similar measures presented by other reporting issuers. There are no signif icant dif f erences in the calculations between historical and f orward-looking specif ied f inancial measures. Non-GAAP Financial Measures Free cash flow Free cash f low ref erred to in this presentation is a f orward-looking non-GAAP measure that is calculated consistently with the measures disclosed in the Company ’s MD&A. The most directly comparable f inancial measure f or f ree cash f low disclosed in the Company 's primary f inancial statements is cash f low f rom operating activ ities. For the y ear-ended December 31, 2022, cash f low f rom operating activ ities and f ree cash flow were $1.1 billion and $621.5 million, respectiv ely . For inf ormation on the composition of f ree cash f low and how the Company uses this measure, ref er to the “Specif ied Financial Measures” section of the MD&A f or the period ended December 31, 2022, which section is incorporated herein by ref erence, and av ailable on SEDAR at www.sedar.com. Operating netback Operating netback and operating netback per boe ref erred to in this presentation are f orward-looking non-GAAP f inancial measures and ratios that are calculated consistently with the measures disclosed in the Company ’s MD&A. The most directly comparable f inancial measure f or operating netback disclosed in the Company's primary f inancial statements is petroleum and natural gas sales. For the y ear-ended December 31, 2022, petroleum and natural gas sales and operating netback were $2.9 billion and $1.7 billion, respectiv ely . For inf ormation on the composition of operating netback and operating netback per boe and how the Company uses these measures, ref er to the “Specif ied Financial Measures” section of the MD&A f or the period ended December 31, 2022, which section is incorporated herein by ref erence, and av ailable on SEDAR at www.sedar.com. Total debt Total debt is used to assess the Company ’s liquidity position at a point in time. Total debt is comprised of the credit f acilities and long-term notes outstanding adjusted f or unamortized debt issuance costs. The f ollowing table summarizes our calculation of total debt. 1) Unamortized debt issuance costs were obtained from Note 7 Credit Facilities and Note 8 Long-term Notes from the Consolidated Financial Statements for the year ended December 31, 2022. ($ millions) December 31, 2022 Credit f acilities $383 Unamortized debt issuance costs – Credit facilities(1) 2 Long-term notes 548 Unamortized debt issuance costs – Long-term notes(1) 7 Total Debt $940 |
24 Specified Financial Measures Advisory (Cont.) Non-GAAP Financial Measures (Cont.) Cash costs Cash costs are used to monitor the Company 's operating and transportation costs f or an applicable period and is calculated by adding together operating and transportation expenses per the primary f inancial statements. The f ollowing table summarizes our calculation of cash costs Non-GAAP Financial Ratios Total debt to EBITDA ratio Total debt to EBI TDA ratio is used to monitor f uture liquidity requirements and is calculated as total debt div ided by EBITDA. EBITDA is calculated in accordance with the terms of the credit f acilities agreement. Asset level free cash flow break-even price Asset lev el f ree cash flow break-ev en price represents the benchmark WTI price ($US/bbl) required to generate f ree cash flows equal to zero and is used by management to assess the f inancial f lexibility f or capital allocation. Cash costs per boe Cash costs per boe is calculated as operating and transportation expenses div ided by barrels of oil equiv alent production v olume f or the applicable period and is used to measure cost sy nergies on a per boe basis. ($ millions) December 31, 2022 Operating expense $423 Transportation expense 49 Cash costs $472 |
25 Capital Management Measures Advisory This presentation contains the terms "adjusted f unds f low“ and "net debt”, which are capital management measures. We believ e that the inclusion of these capital management measures prov ides usef ul inf ormation to financial statement users when ev aluating the f inancial results of Bay tex. Net debt and adjusted funds flow are calculated consistently with the measures disclosed in the Company ’s MD&A. The most directly comparable f inancial measures for net debt and adjusted f unds f low disclosed in the Company 's primary f inancial statements are credit f acilities and cash f low f rom operating activ ities, respectiv ely . For the y ear-ended December 31, 2022, credit f acilities and cash f low f rom operating activities were $383.0 million and $1.1 billion, respectiv ely. For the y ear-ended December 31, 2022, net debt and adjusted funds flow were $987.4 million and $1.2 billion, respectiv ely. For inf ormation on the composition of these measures and how the Company uses them, ref er to the “Specif ied Financial Measures” section of the MD&A f or the period ended December 31, 2022, which section is incorporated herein by ref erence, and av ailable on SEDAR at www.sedar.com. |
26 Advisory Regarding Oil and Gas Information The reserv es inf ormation contained in this presentation has been prepared in accordance with National Instrument 51-101 -Standards of Disclosure f or Oil and Gas Activities of the Canadian Securities Administrators ("NI 51-101"). The determination of oil and gas reserv es inv olv es the preparation of estimates that hav e an inherent degree of associated uncertainty . Categories of prov ed and probable reserv es hav e been established to ref lect the lev el of these uncertainties and to prov ide an indication of the probability of recov ery . The estimation and classif ication of reserv es requires the application of prof essional judgment combined with geological and engineering knowledge to assess whether or not specif ic reserv es classif ication criteria hav e been satisf ied. Knowledge of concepts, including uncertainty and risk, probability and statistics, and deterministic and probabilistic estimation methods, is required to properly use and apply reserv es def initions. The recov ery and reserv es estimates described herein are estimates only and there is no guarantee that the estimated reserv es will be recov ered. Actual reserv es and future production from such reserv es may be greater or less than the estimates prov ided herein. The estimates of reserv es f or indiv idual properties may not ref lect the same conf idence lev el as estimates of reserv es f or all properties, due to the eff ects of aggregation. Complete NI 51-101 reserv es disclosure f or y ear-end 2021 is included in our Annual Inf ormation Form f or the y ear ended December 31, 2021 which will be f iled with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission no later than March 31, 2022. This presentation discloses drilling inv entory and potential drilling locations. Drilling inv entory and drilling locations ref ers to Bay tex’s total prov ed, probable and unbooked locations. Prov ed locations and probable locations account f or drilling locations in our inv entory that hav e associated prov ed and/or probable reserv es. Unbooked locations are internal estimates based on our prospectiv e acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal rev iew. Unbooked locations do not hav e attributed reserv es. Unbooked locations are f arther away f rom existing wells and, theref ore, there is more uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty whether such wells will result in additional oil and gas reserv es, resources or production. In the Eagle Ford, Baytex’s net drilling locations include 129 prov ed and 58 probable locations as at December 31, 2021 and 37 unbooked locations. In the Viking, Bay tex’s net drilling locations include 936 prov ed and 222 probable locations as at December 31, 2021 and 490 unbooked locations. In Peace Riv er (including Clearwater), Baytex’s net drilling locations include 61 prov ed and 37 probable locations as at December 31, 2021 and 334 unbooked locations. In Lloy dminster, Baytex’s net drilling locations include 82 prov ed and 63 probable locations as at December 31, 2021 and 423 unbooked locations. In the Duv ernay , Bay tex’s net drilling locations include 17 prov ed and 12 probable locations as at December 31, 2021 and 231 unbooked locations. Ref erences herein to av erage 30-day initial production rates and other short-term production rates are usef ul in conf irming the presence of hy drocarbons, howev er, such rates are not determinativ e of the rates at which such wells will commence production and decline thereafter and are not indicativ e of long term perf ormance or of ultimate recov ery . While encouraging, readers are cautioned not to place reliance on such rates in calculating aggregate production for us or the assets f or which such rates are prov ided. A pressure transient analysis or well-test interpretation has not been carried out in respect of all wells. Accordingly , we caution that the test results should be considered to be preliminary . Where applicable, oil equiv alent amounts hav e been calculated using a conv ersion rate of six thousand cubic f eet of natural gas to one barrel of oil. BOEs may be misleading, particularly if used in isolation. A boe conv ersion ratio of six thousand cubic f eet of natural gas to one barrel of oil is based on an energy equiv alency conv ersion method primarily applicable at the burner tip and does not represent a v alue equiv alency at the wellhead. Notice to United States Readers The petroleum and natural gas reserv es contained in this presentation hav e generally been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States or other f oreign disclosure standards. For example, the United States Securities and Exchange Commission (the "SEC") requires oil and gas issuers, in their f ilings with the SEC, to disclose only "prov ed reserv es", but permits the optional disclosure of "probable reserv es" (as def ined in SEC rules). Canadian securities laws require oil and gas issuers disclose their reserv es in accordance with NI 51-101, which requires disclosure of not only "prov ed reserv es" but also "probable reserv es". Additionally, NI 51-101 def ines "prov ed reserv es“ and "probable reserv es" diff erently f rom the SEC rules. Accordingly , prov ed and probable reserv es disclosed in this presentation may not be comparable to United States standards. Probable reserv es are higher risk and are generally believ ed to be less likely to be accurately estimated or recov ered than prov ed reserv es. In addition, under Canadian disclosure requirements and industry practice, reserv es and production are reported using gross v olumes, which are v olumes prior to deduction of roy alty and similar pay ments. The SEC rules require reserv es and production to be presented using net v olumes, af ter deduction of applicable roy alties and similar pay ments. Moreov er, in this presentation f uture net rev enue f rom its reserv es has been determined and disclosed estimated using f orecast prices and costs, whereas the SEC rules require that reserv es be estimated using a 12-month av erage price, calculated as the arithmetic av erage of the f irst-day -of-the-month price f or each month within the 12-month period prior to the end of the reporting period. As a consequence of the f oregoing, the reserv e estimates and production v olumes in this presentation may not be comparable to those made by companies utilizing United States reporting and disclosure standards. |
27 Important Information for Shareholders and Where to Find It No Offer or Solicitation This communication relates to the proposed acquisition by Baytex Energy Corp. (“Baytex”) of certain assets from Ranger Oil Corporation (“Ranger”) (the “Transaction”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transaction or otherwise, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities in the United States shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. Important Additional Information and Where to Find It In connection with the proposed Transaction, Baytex filed a registration statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on April 7, 2023 to register the Baytex securities to be issued in connection with the proposed Transaction (including a prospectus therefor). Baytex and Ranger also plan to file other documents with the SEC regarding the proposed Transaction. This communication is not a substitute for the Registration Statement or the prospectus or for any other document that Baytex or Ranger may file with the SEC in connection with the Transaction. U.S. INVESTORS AND U.S. HOLDERS OF BAYTEX AND RANGER SECURITIES ARE URGED TO READ THE REGISTRATION STATEMENT AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTION (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BAYTEX, RANGER AND THE PROPOSED TRANSACTION. Shareholders can obtain free copies of the Registration Statement, prospectus and other documents containing important information about Baytex and Ranger once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of such documents may also be obtained from Baytex and Ranger without charge. Participants in the Solicitation Baytex, Ranger and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Baytex's shareholders and the solicitation of proxies from Ranger's shareholders, in each case with respect to the Acquisition. Information about Baytex's directors and executive officers is available in the Annual Information Form published February 23, 2023 and in the proxy statement/prospectus (when available). Information about the Ranger's directors and executive officers is available in its definitive proxy statement for its 2022 annual meeting filed with the SEC on April 1, 2022, and in the proxy statement/prospectus (when available). Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Acquisitions when they become available. Shareholders, potential investors and other readers should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. |
Contact Information Eric T. Greager President and Chief Executive Officer Chad L. Kalmakoff Chief Financial Officer Chad E. Lundberg Chief Operating and Sustainability Officer Brian G. Ector Vice President, Capital Markets 587.952.3237 Baytex Energy Corp. Suite 2800, Centennial Place 520 – 3rd Avenue S.W. Calgary, Alberta T2P 0R3 Toll Free 1.800.524.5521 www.baytexenergy.com |
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