Artisan Energy Corporation ("Artisan" or the "Corporation") (TSX VENTURE:AEC) announces the following corporate activities:
Viking Light Oil Acquisition
Artisan has signed a purchase and sale agreement (subject to certain closing conditions) with Magnum Energy Inc. ("Magnum") (TSX VENTURE:MEN), to acquire Magnum's 50% working interest in 2,720 gross acres (1,360 net acres) of land in the Provost area of Alberta (the "Provost Asset"), which Magnum currently operates. Current production from the Provost Asset is approximately 80 gross boe/d (approximately 40 net boe/d) comprised of 90% light oil producing from the Viking zone. Artisan estimates that the Provost Asset has an additional 17 gross (8.5 net) horizontal development Viking light oil drill locations based on a minimum well density of 4 additional horizontal wells per section. In addition, Artisan recognizes potential to conduct low-cost optimization operations on the existing producing wells and facilities on the Provost Asset to materially increase production.
The purchase price for the Provost Asset is $5,600,000 (the "Purchase Price"), which will be comprised of the following:
- assumption of a $3,000,000 convertible debenture currently secured against the Provost Asset (the "Magnum Debenture"), subject to approval of the holders of the Magnum Debenture. Following assumption by Artisan, the debenture will have a term of 3-years, will bear an interest rate of 7% per annum and will be convertible into common shares of Artisan at $0.80 per share any time prior to expiry;
- payment of a $165,450 interest payment due to the current holders of the Magnum Debenture (the "Interest Payment") through the issuance of common shares of Artisan at the same price as the financing to be done by Artisan in connection with completing the acquisition of the Provost Asset. The Interest Payment constitutes a non-refundable deposit with respect to the acquisition of the Provost Asset and is subject to the approval of the holders of the Magnum Debenture. In the event that Artisan does not make the Interest Payment through the share issuance contemplated, then a cash payment will become immediately due to the current holders of the Magnum Debenture;
- a cash payment of $100,000, payable by Artisan to Magnum; and
- a cash payment by Artisan in the amount of $3,334,550 against the borrowing facility currently held by Magnum and secured against the Provost Asset.
In addition, in order to offset the difference between the Purchase Price and the consideration being paid for the Provost Asset, Artisan will receive a $1,000,000 debenture from Magnum (the "Artisan Debenture"). The Artisan Debenture will have a term of 3 years, will bear an interest rate of 9% per annum and will be non-convertible. Magnum will have the right to early repayment of any portion of the Artisan Debenture with no penalty. The Artisan Debenture will have a first security position against all of the assets of Magnum and Magnum will not be permitted to undertake any additional borrowing or subordination of the Artisan Debenture without the consent of Artisan, which shall not be unreasonably withheld.
In addition to customary closing conditions, Artisan's acquisition of the Provost Asset is conditional on Artisan completing a minimum equity financing of $5,000,000. The issuance of shares by Artisan is subject to the filing and receipt of a prospectus and approval of the TSX Venture Exchange. Following closing of the acquisition of the Provost Asset, Artisan anticipates that it will be in a position to receive a standard borrowing facility from a recognized lending institution in the amount of approximately $5.0 to $5.5 million, to be secured against all of its assets. Closing of the acquisition of the Provost Asset is anticipated to occur on or before February 14, 2014.
Clarus Securities Inc. is acting as financial advisor to Artisan on the acquisition of the Provost Asset.
Farm-out of Various Exploration Operations
Artisan has entered into a farm-out agreement with an arm's length exploration and production company (the "Farmee") to complete up to $1.7 million worth of exploration operations on certain assets currently owned 100% by Artisan. The Farmee has committed to pay 100% of the cost of the following exploration operations (the "Farm-out Operations"):
- completion of the Wilrich Sandstone in Artisan's previously drilled vertical well on its liquids rich gas - property at Tomahawk in Central Alberta. The Farmee will earn a 60% working interest in the Wilrich zone on the applicable section of land. Artisan has 12,160 gross acres (11,840 net acres) of nearly contiguous land at Tomahawk, all of which is prospective for the Wilrich Sandstone; and
- drilling of a deep pool test well on Artisan's Conrad property in Southern Alberta and fully evaluating a new oil play in the area by cutting core if sand is present and logging the deep zone of interest. In the event evaluation of the deep zone of interest is not successful, this wellbore will be available to Artisan for the development drilling of a shallower Sawtooth zone horizontal oil well. The Farmee will earn a 60% working interest in this deep zone of interest on the applicable quarter section of land.
Artisan has commenced the Farm-out Operations.