Advantagewon Provides Drilling Update

Toronto, Ontario–(Newsfile Corp. – March 22, 2019) – Advantagewon Oil Corp. (CSE: AOC) (OTCQB: ANTGF) (the “Corporation”, “Advantagewon”, “AOC”) provided an update today on the Corporation’s 2019 Drilling Program. Site preparation was completed on March 17th, 2019 and the drilling rig arrived on site, as scheduled, on March 18th, 2019. Drilling commenced on March 19th. The Corporation will next update the markets when drilling has reached the programmed total depth.

The Corporation anticipates initial flow rates between 10 to 20 barrels of oil per day from this initial well. Drilling, casing, completion and equipping of the well is expected to be complete by April 10th, 2019.

About Advantagewon Oil Corp.

Advantagewon is focused on building consistent cash flow from low cost, low risk oil wells in the State of Texas. AOC applies specialized expertise to increase oil recovery from 10-15% to up to 75% for each well. Once the enhanced recovery strategy is successfully applied, AOC will repeat the process throughout the oil pool to maximize output and minimize cost and risk. Advantagewon’s common shares are listed on the OTC Markets in the United States and on the Canadian Securities Exchange (“CSE”) in Canada. Advantagewon is a member of the CSE Composite Index (CSE: AOC). For more information please visit www.aoc-oil.com.

For further information please contact:

Mr. Charles Dove
CEO & Director
Advantagewon Oil Corp.
T: (403) 815-2440
E: charles.dove@aoc-oil.com
W: www.aoc-oil.com

Mr. Paul Haber
Chairman & Director
Advantagewon Oil Corp.
T: (416) 318-6501
E: paul.haber@aoc-oil.com
W: www.aoc-oil.com

Mr. Frank Kordy
Secretary & Director
Advantagewon Oil Corp.
T: (647) 466-4037
E: frank.kordy@aoc-oil.com
W: www.aoc-oil.com

Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although Management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such. Neither CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

– 30 –

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43609

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DXI Reports Q4 and Fiscal 2018 Results

Vancouver, British Columbia–(Newsfile Corp. – March 21, 2019) – DXI Energy Inc. (TSX: DXI) (OTCQB: DXIEF) (“DXI” or the “Company”), an upstream oil and gas exploration and production company operating in Colorado’s Piceance Basin and the Peace River Arch region in British Columbia, today announced its financial results for the three and twelve months ended December 31, 2018.

2018 Key Financial and Operating Highlights are:

  1. Successfully drilled a new discovery natural gas well at the Company’s Woodrush property, north of Fort St. John, British Columbia, in March, 2018;
  1. Completed the 1st tranche of a debt financing of $520,000 with arms-length U.S. accredited investors. The loans are convertible into 8,666,666 common shares of the Company at $0.06 per share until expiry in 2022;
  1. Settled the financial contract liability with a U.S. oil and gas drilling fund through the assignment of certain non-producing, non-core leasehold interests in the Piceance Basin of Colorado; and
  1. Reduced G&A expenses by 35% to $1,082,000 from $1,673,000 for the comparative period ended December 31, 2017.

CORPORATE SUMMARY – THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2018

OPERATIONS Three months ended December 31, Twelve months ended December 31,

2018 2017 Change 2018 2017 Change
Production





   Oil and natural gas liquids (bbls/d) 52 89 -42% 62 82 -25%
   Natural gas (mcf/d) (2) 360 832 -57% 747 1,145 -35%
   Combined (BOE/d) 112 228 -51% 186 273 -32%







Realized sales prices





   Oil and natural gas liquids ($/bbl) 39.18 54.72 -28% 58.28 56.21 4%
   Natural gas ($/mcf) 3.57 1.82 96% 2.33 2.71 -14%







Operating expenses





   Oil operations ($/bbl) 43.44 25.66 69% 36.55 23.12 58%
   Natural gas operations ($/mcf) 4.52 5.07 -11% 3.61 3.33 8%







Operating netback





   Oil operations ($/bbl) -9.78 21.49 -146% 14.79 25.37 -42%
   Natural gas operations ($/BOE) -8.40 -21.02 -60% -8.73 -5.25 66%







General and administrative expenses ($/BOE) 7.25 24.07 -70% 15.91 16.78 -5%

 

FINANCIAL (CA$ thousands, except per share) Three months ended December 31, Twelve months ended December 31,

2018 2017 Change 2018 2017 Change







Revenue 307 589 -48% 1,951 2,816 -31%
Royalties 42 81 -48% 207 336 -38%







Cash flow (1) -289 -711 -59% -1,611 -1,777 -9%
Cash flow per share (basic) -0.00 -0.01 -100% -0.02 -0.03 -46%
Cash flow per share (diluted) -0.00 -0.01 -100% -0.02 -0.03 -46%







Net loss 8,739 1,286 580% 11,632 5,209 123%
Basic loss ($/share) 0.08 0.01 501% 0.11 0.08 33%
Diluted loss ($/share) 0.08 0.01 501% 0.11 0.08 33%







Capital expenditures, net of dispositions 37 274 -86% 781 456 71%







Weighted average shares outstanding (thousands)





Basic 103,606 91,567 13% 103,606 61,682 68%
Diluted 103,606 91,567 13% 103,606 61,682 68%







Debt, net of working capital


3,362 8,167 -59%

 

Note 1: “Cash flow” is a non-IFRS measure calculated by adding back settlement of decommissioning liabilities and change in operating working capital to cash flows from (used in) operating activities. See “Non-IFRS Measure” below for details.

SUPPLEMENTAL FINANCIAL INFORMATION – NON-IFRS MEASURE

Three months ended December 31, Twelve months ended December 31,
(CA$ thousands) 2018 2017 2018 2017
Cash flows from (used in) operating activities (483) (776) (891) (1,558)
Change in operating working capital 194 65 (720) (219)
Cash flow (289) (711) (1,611) (1,777)

 

RESERVES

Independent Reserves Evaluation

DXI’s reserves were evaluated by independent evaluators as at December 31, 2018 in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). GLJ Petroleum Consultants (“GLJ”) were retained by the Company to evaluate it Canadian properties and Gustavson Associates (“Gustavson”) were retained by the Company to evaluate its US properties. The reserves evaluation was based on forecast pricing as outlined in the notes to the table below entitled “Forecast Prices in 2018 Reserves Report”. Additional reserves disclosures are included in the Company’s AIF for the year ended December 31, 2018.

Summary of Reserves as at December 31, 2018(1)

Oil % of Proved
Oil Natural Gas NGL Equivalent Plus Probable
(MBBL) (MMCF) (MBOE) (MBOE) Reserves
Proved
   Developed Producing 25 1,318 51 297 27%
   Developed Non-Producing 286 13 61 6%
   Undeveloped 3,437 160 733 66%
Total Proved 25 5,041 224 1,091 99%
Total Probable 12 4 12 1%
Total Proved and Probable 37 5,045 224 1,103 100%

 

Note 1: Reserves means DXI’s working interest reserves before deduction of royalties and without including any royalty interests.

Summary of Net Present Values, Before Tax

Discounted at
(CA$ thousands) 0% 5% 10% 15% 20%
Proved
   Developed Producing 1,745 1,093 815 662 566
   Developed Non-Producing 789 436 293 216 167
   Undeveloped 8,506 3,451 1,442 392 (264)
Total Proved 11,040 4,980 2,550 1,270 469
Total Probable 46 57 60 59 57
Total Proved and Probable 11,086 5,037 2,610 1,329 526

 

Future Development Costs

(CA$ thousands) Proved Reserves Proved plus Probable Reserves
2019 5,286
2020
2021
2022
Total Undiscounted 5,286

 

Forecast Prices in 2018 Reserves Report

The following table summarizes the first five years of the forecast prices used by GLJ and Gustavson in preparing DXI Energy’s estimated reserve volumes and net present values of future net revenues in the 2018 reserves report.


GLJ
Gustavson
Year Natural gas
(AECO)
Cdn$ / mmbtu
NGL
(Edmonton
Pentanes Plus)
Cdn$ / bbl
Crude oil
(Edmonton
Par)
Cdn$ / bbl

Natural gas
(NYMEX
Henry Hub)
US$ / mmbtu
NGL
(Williams Fork
Wellhead)
US$ / bbl
Condensate
(NYMEX
WTI)
US$ / bbl
2019 1.85 67.67 63.33
3.00 35.28 56.25
2020 2.29 79.22 75.32
3.15 37.04 63.00
2021 2.67 83.54 79.75
3.35 39.39 67.00
2022 2.90 85.49 81.48
3.50 41.15 70.00
2023 3.14 87.80 83.54
3.63 42.68 72.50
2024+ See AIF for additional details

 

About DXI ENERGY INC.

DXI Energy Inc. maintains offices in Calgary and Vancouver, Canada and has been producing commercial quantities of oil and gas since 2008. The company is publicly traded on the Toronto Stock Exchange (DXI.TO) in Canada and the OTCQB (DXIEF) in the US.

Statements Regarding Forward-Looking Information: This news release contains statements about oil and gas production and operating activities that may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by DXI Energy and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services, government regulation and foreign political risks, fluctuations in the exchange rate between Canadian and US dollars and other currencies, as well as other risks commonly associated with the exploration and development of oil and gas properties. Additional information on these and other factors, which could affect DXI Energy Inc.’s operations or financial results, are included in DXI Energy Inc.’s reports on file with Canadian and United States securities regulatory authorities. We assume no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change unless otherwise required under securities law.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

Follow DXI Energy’s latest developments on: Facebook http://facebook.com/dxienergy and Twitter @dxienergy.

Contact:
DXI Energy Inc.

Sean Sullivan
President and CEO
604-638-5050
investor@dxienergy.com

David Matheson
CFO
604-638-5054
dmatheson@dxienergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43587

DXI Energy Announces Results of Drilling Operations in Northeast British Columbia

Vancouver, British Columbia–(Newsfile Corp. – March 20, 2019) – DXI Energy Inc. (TSX: DXI) (OTCQB: DXIEF) (“DXI” or the “Company”), an upstream oil and natural gas exploration and production company operating projects in Colorado’s Piceance Basin and the Peace River Arch region in British Columbia, today announces the Company has reached TD at its b-089-E/94-H-1 drilling location at Woodrush in NE British Columbia.

Final logs of the wellbore indicate 19.8 ft. of high quality Gething gas pay to complement the Company’s growing Gething natural gas reserves at Woodrush. Further, while the well encountered 16.5 ft. of oil-stained Halfway sand, the interval is not conventional in reservoir quality. The Company has run production casing, primarily to allow for future production of the Gething natural gas interval when natural gas markets improve. The drilling and casing operation was completed under budget and without any technical and safety issues.

At least one and possibly two additional Gething gas locations were delineated by the b-089-E/94-H-1 well. Of particular significance, the Company intends to explore the economics of horizontally drilling and fracing this “unconventional” Halfway interval once the cuttings from the reservoir have confirmed the degree of oil saturation required to do so effectively.

President Sean Sullivan states,”We requested the Board in early December, 2018 to appoint me as President & CEO. We implemented a number of initiatives to create value for all shareholders. Key objectives were to a) reduce cash operating expenses and interest payments to the bare minimum; b) to source capital for the Company’s exploration efforts; c) to add Mr. Ed Aabak of Denver, Colorado, to complement Mr. Stan Page of Dallas, Texas, both seasoned oil and gas industry professionals, to the Company’s Board of Directors; d) to work cooperatively with the three First Nations impacted by our operations at Woodrush; e) to eliminate in perpetuity cash compensation for the Chairman and President & CEO; f) to obtain our required drilling license for b-089-E/94-H-1 on a timely basis, and g) to eliminate, in full, the $6,980,000 “Financial Contract Liability” on the Company’s balance sheet during 2018. All these objectives have been accomplished. While we acknowledge our disappointment in the “conventional” Halfway result in this well, we will continue to implement our expanding operational plan in NE B.C. to create value for all our stakeholders.”

About DXI ENERGY INC.

DXI Energy Inc. maintains offices in Calgary and Vancouver, Canada and has been producing commercial quantities of oil and gas since 2008. The company is publicly traded on the Toronto Stock Exchange (DXI) in Canada and the OTCQB (DXIEF) in the US.

Statements Regarding Forward-Looking Information: This news release contains statements about oil and gas production and operating activities that may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation as they involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements in this press release include, but are not limited to, statements regarding the future plans of the Company, the completion and final amount raised in the capital raise financing, the final use of proceeds and that all necessary final approvals will be obtained. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by DXI Energy and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services, government regulation and foreign political risks, fluctuations in the exchange rate between Canadian and US dollars and other currencies, as well as other risks commonly associated with the exploration and development of oil and gas properties. Additional information on these and other factors, which could affect DXI Energy Inc.’s operations or financial results, are included in DXI Energy Inc.’s reports on file with Canadian and United States securities regulatory authorities.

We assume no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change unless otherwise required under securities law.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The TSX does not accept responsibility for the adequacy or accuracy of this news release.

Follow DXI Energy’s latest developments on: Facebook http://facebook.com/dxienergy and Twitter @dxienergy.

Contact: DXI Energy Inc.

Sean Sullivan
Director, President & CEO
604-638-5050
investor@dxienergy.com

David Matheson
CFO
604-638-5054
dmatheson@dxienergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43537

Divestco Appoints New Director to its Board of Directors, Enters Into Definitive “Stalking Horse” Agreement to Sell Substantially All of Its Assets and Applies to Court for Process Approval

Calgary, Alberta–(Newsfile Corp. – March 19, 2019) – Divestco Inc. (TSXV: DVT) (“Divestco” or the “Company“) is pleased to announce that its Board of Directors has appointed Steve Sinclair-Smith, the Company’s current Chief Operating Officer, as a new director of the Company. Mr. Sinclair-Smith has been an integral part of the Divestco team since 2003 and brings to the Board extensive institutional knowledge and experience respecting the day-to-day operations and operational and industry prospects of the Company.

Divestco further announces today that, in connection with its creditor protection proceedings under the Companies’ Creditors Arrangement Act (the “CCAA“), the Company has entered into a definitive asset purchase and sale agreement with 2179602 Alberta Ltd. (the “Proposed Purchaser“) to sell all or substantially all of Divestco’s assets to the Proposed Purchaser for an aggregate estimated purchase price of approximately $15.3 million (the “Acquisition Agreement“) and has made an application to the Court of Queen’s Bench of Alberta (the “Court“) seeking approval of its Monitor-supervised sales solicitation process (the “SSP“). For the purposes of the SSP it is intended that the Proposed Purchaser will serve as the “stalking horse” bidder and the transaction contemplated by the Acquisition Agreement will serve as the “stalking horse” bid (the “Bid“). The Bid is subject to higher or better offers, as other interested parties have an opportunity to submit competing bids.

Under the terms of the Acquisition Agreement, among other things, the Proposed Purchaser will acquire all of the tangible and intangible assets used in the Company’s business other than certain excluded assets (which, among other things, include assets that the Proposed Purchaser determines that it wishes to exclude) free and clear of all liabilities, other than certain liabilities that will be specifically assumed (which, among other things, include certain secured indebtedness owing to other Company lenders and amounts owing to critical suppliers). The aggregate estimated purchase price of approximately $15.3 million is comprised of a credit and set-off of debt owing to the Proposed Purchaser of approximately $14.2 million, the assumption of certain assumed liabilities (which have a value currently estimated to be approximately $740,000) and the payment of the actual costs of the CCAA proceedings (which are currently estimated to total approximately $400,000).

The Proposed Purchaser is owned by, among others, a number of the current shareholders, directors and officers of the Company, including Stephen Kirk Popadynetz, Wade Darryl Brillon, Edward Molnar, Michael Brent Gough, Ruth Summers and Marvin Lefebvre. As such individuals are considered to be “related parties” (as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) of the Company, the transaction contemplated by the Bid may be considered a “related party transaction” (as defined in MI 61-101). As the Acquisition Agreement contemplates the acquisition of certain assets and liabilities of the Company, the Bid itself is not expected to affect the percentage of Class A shares of the Company beneficially owned or controlled by the “related parties”.

The execution and delivery of the Acquisition Agreement was approved by the disinterested members of the Board of Directors of Divestco and there were no contrary views or disagreements in respect thereof. As the CCAA proceedings and transactions contemplated thereby, including the Bid, have been and will continue to be subject to approval of the Court and the Company has advised the Court of the requirements of MI 61-101, Divestco is relying on the exemptions from the valuation and minority approval requirements of MI 61-101 provided by sections 5.5(f) and 5.7(d), respectively, of the instrument.

As soon as reasonably practicable after receipt by the Company of Court approval of its SSP procedures, the financial advisor of the Company, Grant Thornton Corporate Finance Inc., has confirmed that it will issue a teaser to those parties that have expressed an interest in acquiring the assets of Divestco and will cause a notice of the SSP and such other relevant information as the financial advisor considers appropriate to be published in The Calgary Herald and disseminated via press release through the facilities of Canada Newswire.

A copy of both the Order and the Acquisition Agreement will be filed under the Company’s profile on the System for Electronic Document Analysis and Retrieval (www.sedar.ca) and will also be available, along with additional information respecting the CCAA proceedings, on the Monitor’s website (www.granthornton.ca). Readers are urged to consult the full text of those documents for further, more detailed, information. While the Divestco Board of Directors has determined that Divestco should enter into the Acquisition Agreement and commence the SSP, there can be no guarantee whatsoever that the CCAA proceedings, the SSP, any transaction contemplated by the Acquisition Agreement or any form of restructuring will resolve Divestco’s financial issues or result in the realization by Divestco or Divestco’s stakeholders of any particular value.

About the Company

Divestco is an exploration services company that provides a comprehensive and integrated portfolio of data, software, and services to the oil and gas industry. Through continued commitment to align and bundle products and services to generate value for customers, Divestco is creating an unparalleled set of integrated solutions and unique benefits for the marketplace. Divestco’s breadth of data, software and services offers customers the ability to access and analyze the information required to make business decisions and to optimize their success in the upstream oil and gas industry. Divestco is headquartered in Calgary and trades on the NEX under the symbol “DVT.H”. Additional information on Divestco is available on its website at www.divestco.com and on SEDAR at www.sedar.com.

For more information please contact:

Divestco Inc. (www.divestco.com)

Mr. Stephen Popadynetz 
CEO and President
Tel 587-952-8152
spopadynetz@divestco.com

Mr. Steve Sinclair-Smith
Chief Operating Officer
Tel 587-952-8184
ssinclair-smith@divestco.com

Neither the TSX Venture Exchange, the NEX nor the 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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43544

Tethys Petroleum: Definitive Agreement for Acquisition of Control

Proposed Transaction

Grand Cayman, Cayman Islands–(Newsfile Corp. – March 19, 2019) – Tethys Petroleum Limited (TSXV: TPL.H) (“Tethys” or the “Company“) today announces that further to the Company’s press release on December 20, 2018, Jaka Partners FZC (“Acquiror“) and Tethys have today signed a binding arrangement agreement (the “Definitive Agreement“) with respect to a potential acquisition by Acquiror of Tethys’ outstanding ordinary shares (“Ordinary Shares“) it does not already own pursuant to a scheme of arrangement under the Companies Law (2018 Revision) of the Cayman Islands (the “Companies Law“), and applicable Canadian securities laws. Such proposed acquisition is referred to hereafter as the “Proposed Transaction“.

1. Proposed Transaction Structure

The Proposed Transaction will be carried out by way of a scheme of arrangement under the Companies Law, and effected pursuant to the Definitive Agreement, the terms and conditions of which are summarized below. The Proposed Transaction shall also be subject to the approval of the holders of the Ordinary Shares, including both approval by such shareholders representing more than 75% of the Ordinary Shares voting in person or by proxy at a special meeting as well as by a majority of those shareholders, excluding shares held by Acquiror or any of its affiliates or joint actors in accordance with Multilateral Instrument 61-101 (“MI 61-101“). Approvals from the Grand Court of the Cayman Islands and the NEX board of the TSX Venture Exchange (the “NEX“) will also be required.

2. Consideration

Acquiror proposes to acquire up to 70% of the Ordinary Shares that it does not already own and to offer shareholders the opportunity to exchange up to 30% of the Ordinary Shares that the Acquiror does not already own for preferred shares (“Preferred Shares“) on a one-for-one basis. Each shareholder who approves the Proposed Transaction could elect to:

  1. receive cash consideration of US$0.60 per ordinary share in exchange for up to 70% of its Ordinary Shares and to also receive Preferred Shares in exchange for up to 30% of its Ordinary Shares;

  2. receive cash consideration of US$0.60 per ordinary share exchange for up to 70% of its Ordinary Shares and retain the remaining Ordinary Shares;

  3. receive Preferred Shares in exchange for up to 30% of its Ordinary Shares and retain the remaining Ordinary Shares; or

  4. retain all of its Ordinary Shares.

To the extent that the scheme of arrangement is approved and a shareholder does not make any election as to its preferred form of consideration, it shall be deemed to have elected to retain all of its Ordinary Shares.

The Preferred Shares shall be non-voting and non-convertible, and shall be automatically redeemed by Tethys on the date that is three (3) years from the closing of the Proposed Transaction at a redemption price of US$1.80 per Preferred Share (the “Redemption Amount“). To the extent that Tethys is unable to fund all or part of the payment of the Redemption Amount, Tethys will have an option to require Acquiror to provide funding for such payment by purchasing new ordinary shares in Tethys under a share purchase warrant or similar security (the “Warrant“). Pursuant to the Definitive Agreement, Acquiror’s obligations under the Warrant will be guaranteed by an affiliated company of Jaka, Inform Systems LLP.

Convertible securities (including options, warrants and convertible debt) shall remain outstanding post-closing and any such securities that are exercised or converted into Ordinary Shares prior to the record date of the special meeting shall entitle the holder to vote at such meeting.

The consideration offered per Ordinary Share of US$0.60 per share and US$1.80 per Preferred Shares represents premiums of approximately 320% and 960%, respectively to the Cdn$0.25 price of the Ordinary Shares on the NEX on December 19, 2018, the date before the Proposed Transaction was first announced.

3. Stock Market Listing

Upon completion of the Proposed Transaction, Tethys would seek to maintain a listing of its Ordinary Shares on the NEX, or other recognized securities exchange, and apply for a listing of the Preferred Shares. Listing will be subject to satisfaction of the rules of the NEX or other applicable exchange.

4. Management and the Board

As part of the Proposed Transaction, Acquiror will propose new directors as replacements for Mr. Mattias Sjoborg and Mr. William P. Wells. Acquiror shall ensure that following the completion of the Proposed Transaction, Tethys’ board of directors, which would consist of at least three (3) members and will comply with all Canadian securities laws, including the rules of the NEX, applicable to public companies. In addition, upon completion of the Proposed Transaction, Mr. Sjoborg will resign from his position as Chief Executive Officer of Tethys. Annuity and Life Reassurance Ltd (“Annuity“), a company controlled by Mr. Wells, shall have a right to appoint a board observer and the right to inspect Tethys’ corporate books, records and premises, for a period of three (3) years following the closing of the Proposed Transaction.

5. Definitive Agreement

The Definitive Agreement includes conditions precedent, representations and warranties, “fiduciary outs”, covenants and provisions dealing with the mechanics of completing the Proposed Transaction.

The Definitive Agreement also contains certain minority protections such as restricting Tethys from issuing shares in excess of 18,000,000 shares and not pledging, selling, encumbering or disposing any of Tethys’ for an agreed period of time.

The Definitive Agreement also contains a proposed settlement agreement which, subject to shareholder approval, Tethys will seek to enter into with Olisol Petroleum Ltd, Olisol Investments Ltd, Eurasia Gas Group LLP, DSFK Special Finance Company LLP and certain of their principals.

6. Approval of the Proposed Transaction

As noted above, the Proposed Transaction will require the approval of the Grand Court of the Cayman Islands, NEX and shareholders at a special meeting which will be convened for this purpose. It is anticipated that it will take at least two months to complete the Proposed Transaction.

As Acquiror owns in excess of 10% of the Ordinary Shares, it is a related party and the Proposed Transaction would be a related party transaction under MI 61-101. The Proposed Transaction is exempt from the valuation requirements of MI 61-101 as the Ordinary Shares are not listed on certain recognized exchanges though is subject to the requirement to obtain majority of the minority shareholder approval as described above.

About Tethys

Tethys is focused on oil and gas exploration and production activities in Central Asia and the Caspian Region. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.

Disclaimer

Some of the statements in this document are forward-looking. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements. Such statements include statements regarding the closing of Proposed Transaction, continued listing of the Ordinary Shares on the NEX or listing of the Preferred Shares on the NEX and approval of the Proposed Transaction. No assurance can be made that the Proposed Transaction will be approved, or if approved that the Ordinary Shares will continue to be listed on, or that the Preferred will be listed on, the NEX. No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.

Contact Information:

Tethys Petroleum

info@tethys-group.com

www.tethys-group.comCannot view this image? Visit: https://orders.newsfilecorp.com/files/2931/43524_e8ce58bec45a4a36_001full.jpg

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43524

Enterprise Group Announces Results for Fourth Quarter and Full Year 2018

St. Albert, Alberta–(Newsfile Corp. – March 15, 2019) – Enterprise Group, Inc. (TSX: E) (“Enterprise,” or “the Company”), a consolidator of services to the energy sector; focused primarily on construction services and specialized equipment rental, today released its Q4 2018 and FY2018 results.

Three months
December 31,
2018
(2)
Three months
December 31,
2017
restated(3)
Year ended
December 31,
2018
(2)
Year ended
December 31,
2017
restated(3)
Revenue $5,581,767 $7,385,404 $20,479,612 $24,339,548
Gross margin $1,481,836 $2,130,699 $2,888,283 $6,575,465
Gross margin % 27% 29% 14% 27%
EBITDA(1) $742,581 $1,830,715 $81,588 $4,255,893
Net (loss) income and comprehensive (loss) income $(4,567,789) $372,957 $(5,812,503) $(936,041)
EPS $(0.08) $0.01 $(0.11) $(0.02)

 

(1) Identified and defined under “Non-IFRS Measures”.
(2) Includes a non-recurring and non-cash impairment charge for the year ended December 31, 2018 of $3,887,300 (2017 – $nil) relating to intangible assets and goodwill.
(3) In March 2018, the Company closed a transaction to divest substantially all the assets of CTHA. The net operations of CTHA, including the prior period, are presented as a single amount in the consolidated statements of loss and comprehensive loss.

  • In March 2018, the Company closed a transaction to divest substantially all the assets of Calgary Tunnelling & Horizontal Augering Ltd. (“CTHA”). CTHA provided specialized trenchless solutions for the energy, utility and infrastructure industries. Gross cash proceeds, including working capital, from the transaction was $20,194,992. Working capital is being paid out over time with the final payment due April 15, 2019. All proceeds from the transaction were deployed towards reducing the Company’s debt.
  • The increased activity experienced in 2017 did not continue into 2018 and activity continued to decline until the fourth quarter of 2018. Industry wide price reductions and competition continues to negatively impact margins, however, Enterprise’s high level of service combined with its expertise and specialized equipment has allowed the Company to retain long-term customers while expanding its customer base. Revenue for the three months ended December 31, 2018 decreased by $1,803,637 to $5,581,767 compared to the prior period. Gross margin declined to 27% and EBITDA decreased by $1,088,134 to $742,581 for the three months ended December 31, 2018. Revenue for the year ended December 31, 2018 of $20,479,612 decreased by $3,859,936 compared to the prior year. Gross margin for the year ended December 31, 2018 decreased to 14% when compared to the prior year. EBITDA for the year ended December 31, 2018 decreased by $4,174,305 to $81,588 compared to the prior year and reflects lower activity levels combined with lower margins.
  • The Company integrated and upgraded its financial and reporting systems along with its rental fleet tracking and deployment system during 2017. Further enhancements to these systems to improve reporting and to further promote operating efficiencies continued in 2018.
  • Over the last 3 years, the Company has made significant improvements to its statement of financial position and overall total debt. At December 31, 2018, after adjusting deferred taxes, the Company has assets in excess of total debt of approximately $46,000,000. Enterprise will continue to look for opportunities to improve its financial position and opportunities that will allow the Company to diversify and expand.

OUTLOOK

There has been some positive news for the industry over the last few months: the decision to restart the Site C Damn project in Fort St. John, B.C.; the purchase of the Trans Mountain pipeline by the Federal Government; and the final decision to proceed with the LNG Canada project in Kitimat, B.C.

As a result of ongoing discussions with customers, management’s confidence is building in its outlook for the Company and its services. Management remains confident in its strategic and operational plans and has a seasoned leadership team to guide the Company. Enterprise is committed to its customer base throughout the Western Canadian provinces and strives to provide excellent customer service and is excited about its future prospects.

Enterprise’s customers include some of Canada’s largest energy producers, utility service providers and the federal and provincial governments of Canada. The Company employs experienced management and is committed to maintaining a high quality of service provided to its clients. With the diversification of the Company’s services, streamlining of our operations, our cash management measures, management believes the Company is well positioned to navigate a difficult commodity price environment.

Management continues to drive cost reductions throughout the Company to assist in offsetting pricing pressures and reduced activity. Although cost reductions will continue in 2019, management is committed to maintaining the quality of service provided to its clients to position the Company for the future increases in activity levels and large project approval.

Management will maintain a conservative approach towards capital spending while looking at fleet management, and opportunistic asset dispositions that meet customer demands. This approach will allow management to both maintain financial flexibility and allow for opportunistic acquisition activity.

About Enterprise Group, Inc.

Enterprise Group, Inc. is a consolidator of construction services companies operating in the energy, utility and transportation infrastructure industries. The Company’s focus is primarily construction services and specialized equipment rental. The Company’s strategy is to acquire complementary service companies in Western Canada, consolidating capital, management, and human resources to support continued growth. More information is available at the Company’s website www.enterprisegrp.ca. Corporate filings can be found on www.sedar.com

For questions or additional information, please contact:
Leonard Jaroszuk: President & CEO, or
Desmond O’Kell: Senior Vice-President
contact@enterprisegrp.ca
780-418-4400

Forward Looking Information
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or the Company’s future performance. The use of any of the words “could”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The Company’s Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website http://www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

Non-IFRS Measures
The Company uses International Financial Reporting Standards (“IFRS”). EBITDAS is not a measure that has any standardized meaning prescribed by IFRS and is therefore referred to as a non-IFRS measure. This news release contains references to EBITDAS. This non-IFRS measure used by the Company may not be comparable to a similar measure used by other companies. Management believes that in addition to net income, EBITDAS is a useful supplemental measure as it provides an indication of the results generated by the Company’s principal business activities prior to consideration of how those activities are financed or how the results are taxed. EBITDAS is calculated as net income excluding depreciation, amortization, interest, taxes and stock based compensation.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43432

Advantagewon Completes Site Preparation and Prepares for Drilling on the First Well of the Corporation’s 2019 Drilling Program

Toronto, Ontario–(Newsfile Corp. – March 14, 2019) –   Advantagewon Oil Corp., (CSE: AOC), (OTCQB: ANTGF), (the “Corporation”, “Advantagewon”, “AOC”) announced today that the Corporation had signed a contract and secured the drilling rig for the purpose of commencement of drilling the first well of the Corporation’s 2019 Drilling Program. The first well will target multiple shallow sands on land that is currently producing oil from these zones. The zones targeted include the deeper Poth B zone proven to be oil bearing by a completion of an existing well on this lease as announced October 31st, 2018 as well as the established shallower oil bearing Poth A zone.

All drilling permits have been secured, and site preparation for the drilling began on March 14th, 2019. The drill rig is scheduled to mobilize to the drilling location and commence drilling between March 18th and March 20th, 2019. The Corporation anticipates initial flow rates between 10 to 20 barrels of oil per day from this initial well. Drilling, casing, completion and equipping of the well is expected to be complete by April 10th, 2019.

About Advantagewon Oil Corp.

Advantagewon is focused on building consistent cash flow from low cost, low risk oil wells in the State of Texas. AOC applies specialized expertise to increase oil recovery from 10-15% to up to 75% for each well. Once the enhanced recovery strategy is successfully applied, AOC will repeat the process throughout the oil pool to maximize output and minimize cost and risk. Advantagewon’s common shares are listed on the OTC Markets in the United States and on the Canadian Securities Exchange (“CSE”) in Canada. Advantagewon is a member of the CSE Composite Index (CSE: AOC). For more information please visit www.aoc-oil.com

For further information please contact:

Mr. Charles Dove 
CEO & Director
Advantagewon Oil Corp.
T: (403) 815-2440
E: charles.dove@aoc-oil.com
W: www.aoc-oil.com

Mr. Paul Haber    
Chairman & Director
Advantagewon Oil Corp.
T: (416) 318-6501      
E: paul.haber@aoc-oil.com
W: www.aoc-oil.com

Mr. Frank Kordy    
Secretary & Director                                
Advantagewon Oil Corp.
T: (647) 466-4037
E: frank.kordy@aoc-oil.com
W: www.aoc-oil.com

Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation. Although Management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein and accordingly undue reliance should not be put on such. Neither CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/43419