Southern Energy Corporation Announces Intention to Seek Admission to AIM

2021-07-27

TSXV - TSX Venture Exchange · Natural Gas · Natural Gas Liquids · Oil · Canada

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION.

The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000

CALGARY, AB / ACCESSWIRE / July 27, 2021 / Southern Energy Corp.('Southern Energy', the 'Company' or, together with its subsidiaries, the 'Group'), a North American gas-weighted producer focused on growth, is delighted to confirm its intention to seek a dual listing of its common shares (the 'Common Shares') on the London Stock Exchange's AIM market ('AIM') in addition to its existing listing on the TSX Venture Exchange (TSXV: SOU) ('TSXV').

Admission of the Common Shares to trading on AIM ('Admission') is expected to occur at 8:00 a.m. on 10 August 2021 under the TIDM 'SOUC'.

Strand Hanson Limited is acting as Nominated and Financial Adviser to the Company, H&P Advisory Limited ('Hannam & Partners') is acting as Financial Adviser and Joint Broker to the Company, and, from Admission, Canaccord Genuity Limited will act as a Joint Broker to the Company.

In line with the requirements of the AIM Rules for Companies to have an independent Competent Person's Report ('CPR') prepared within six months of any admission document, the Company has today uploaded a CPR prepared by Netherland, Sewell & Associates, Inc. ('NSAI') dated 25 June 2021 to its Company profile on SEDAR at www.sedar.com. Resource volume estimates contained within this announcement are derived from the CPR.

HIGHLIGHTS:

Solid foundations to facilitate growth

Multi-faceted growth focused company, backed by conventional, profitable, onshore gas-weighted production portfolio located in Mississippi and Alabama Aggregate Gross production attributable to the Group's working interests of approximately 2,150 boe/d, predominantly comprised of 11.9 MMscf/d of gas production (Q1 2021 average) from conventional, low-decline, long-life reserves in fields with abundant infrastructure, low operating costs and premium commodity pricing Existing asset base includes independently assessed net attributable 2P gas reserves of 49.4 Bcf, which the Board believes can be developed to add further production with minimal capital requirements Existing and potential onshore Gulf Coast growth opportunities produce at a predictable and low-decline rate

Southern Energy's growth strategy capitalises on unique market dynamics in the Gulf Coast which offer consolidation opportunities in addition to the low-cost development of its existing portfolio of over 30,000 net acres of mineral rights Organic and inorganic growth opportunities will target conventional low decline, long life, multi-zone assets adding potentially 1,500 to 15,000 boe/d per well or transaction Strategy in place to grow the Company to produce over 25,000 boe/d

Two acquisitions already completed in focus area, with a successful yet rigorous focus on production optimisation and reducing ongoing operating costs Southern Energy and its management team have successfully lowered per unit operating costs by more than 40 per cent over the preceding four years, by employing proven strategies to maximise value in under-exploited assets The Group sees similar opportunities on other assets in the region which are currently being evaluated

Intention to capitalise on significant operational experience in the region The Group holds a significant regional geological database developed over seven years which it has used to build the Group's existing portfolio of stable cash flow generating assets

Aligned, experienced and operationally focused management team

President and Chief Executive Officer Mr Ian Atkinson has over 25 years of experience in the oil and gas sector across technical, executive and board of director roles. Mr Atkinson was the founder, President and Chief Executive Officer of Gulf Pine Energy Partners, LP from 2014 until its acquisition by Southern Energy in December 2018, prior to which he was a co-founder and senior vice president of Athabasca Oil Corporation. On Admission, the Board will consist of one Executive Director and seven Non-Executive Directors and will be run by Mr Bruce Beynon as Non-Executive Chairman. Bruce Beynon is a professional geologist with over 30 years of oil and gas industry experience Multiple board and directorship roles over a distinguished career in the sector

Board further supported by Paul Baay, Chief Executive Officer of Touchstone Exploration and Jay Haber, a US based independent oil and gas M&A consultant, both as special advisers Board and management have significant specialised operational skill and knowledge in the oil and gas industry Existing team have the capability to compile, interpret and evaluate technical data, drill and complete wells, design and operate production facilities and a proficiency in the wider activities required to explore for and produce oil and natural gas

The Board and management team are currently invested in approximately 16.7 per cent of the Common Shares, aligning management to growing shareholder value.

Premier jurisdiction from which to grow

Existing business is located in premier onshore US real estate, nearby to Henry Hub terminal, which commands premium natural gas pricing The Board believe that the Group can further benefit from its exposure to the expanding Gulf Coast LNG export market and the current tightening in the US gas supply/demand balance as shale gas shrinks Significant infrastructure already in place, given the long history of hydrocarbon production in both Mississippi and Alabama Low plug and abandonment liability requirements on existing assets

Ian Atkinson, President of Southern Energy, commented:

'We are delighted to be listing on AIM, ahead of an unparalleled period of growth potential and accompanying news flow for Southern Energy. With both organic and inorganic opportunities to create shareholder value, an aligned board and unique operational capability, we see now as a key time for our Company.

'Through the dual listing process, we intend to broaden our shareholder base and public profile as well as provide the Company with the platform to take advantage of the strong market dynamics and our established position in the Gulf Coast.

'We are pleased to welcome Joe Nally to the Board from Admission, who brings over 40 years' experience in London's capital markets to our team. We believe the significant experience of our Board and senior management team, supplemented by special advisers Jay Haber, who brings specific knowledge and experience in U.S Gulf Coast M&A markets, and Paul Baay, who brings successful dual listing and strategy execution credentials, sets our Company up very well for the future.

'This is an exciting period for the Company and we look forward to engaging with new shareholders in due course.'

Enquiries:

| Southern Energy Corp

Ian Atkinson / Calvin Yau | c/o Camarco

+44 (0) 20 3757 4980 | | Strand Hanson Limited - Nominated & Financial Adviser

James Spinney / James Bellman

Hannam & Partners - Joint Broker

Sam Merlin / Ernest Bell

Canaccord Genuity - Joint Broker

Henry Fitzgerald-O'Connor / James Asensio | +44 (0) 20 7409 3494

+44 (0) 20 7907 8500

+44 (0) 20 7523 8000 | | Camarco

James Crothers, Billy Clegg, Daniel Sherwen | +44 (0) 20 3757 4980 |

Further Information on the Company

Introduction

Southern Energy is an established oil and gas producer headquartered and incorporated in Alberta, Canada, with oil and gas interests in properties located in the south-eastern United States, primarily in Mississippi.

The Group has controlling operated interests in properties covering approximately 30,000 net acres in the Mississippi Interior Salt Basin, which include its two principal properties Mechanicsburg and Mount Olive East, and approximately 1,200 net acres in the Black Warrior Basin. The majority of the Group's leases (97 per cent.) contain producing wells and are 'held by production', requiring no additional drilling or operations for the Group to maintain its existing interest.

The Group currently has a working interest in 239 producing wells. Aggregate Gross production attributable to the Group's working interests is approximately 2,150 boe/d, predominantly comprised of 11.9 MMscf/d of gas production (Q1 2021 average) from conventional, low-decline, long-life reserves in fields with abundant infrastructure, low operating costs and premium commodity pricing. The majority of the Group's producing assets have a predictable and consistent production profile and have been on production for more than 10 years.

As at 1 April 2021, the Group's total Company Gross Proved (1P) gas reserves were 55.9 Bcf, with Net attributable of 44.2 Bcf. Proved plus Probable (2P) Company Gross gas reserves were 62.4 Bcf, with Net attributable of 49.4 Bcf. The corresponding liquids reserves (comprising oil, condensate and NGLs) were 1,063 Mbbl Gross, 851 Mbbl Net 1P, with 2P reserves of 1,236 Mbbl Gross, 988 Mbbl Net.

In addition to increasing production through acquisitions of further properties, the Group's portfolio also provides the opportunity to increase production through infill drilling on its existing properties.

The Company's Common Shares are listed on the 'TSXV' under the trading symbol 'SOU'.

Highlights and Strategy

Southern Energy is focused on building value through the consolidation and development of gas and oil assets in south-eastern United States, where there are a series of mature basins with proven low-cost producing assets, with a current focus on the Mississippi Interior Salt Basin. The Group intends to increase its production base by over 25,000 boe/d over the next two years through continued asset consolidation and development, targeting conventional assets with low decline, long life, multi-zone organic growth potential ranging from 1,500 to 15,000 boe/d, which the Group is currently evaluating.

The Group aims to build a high-margin asset base of sufficient scale with significant low-risk drilling inventory that continues to generate free cash flow to deliver shareholder distributions over the medium term to long term. To accomplish this objective, the Board seeks to balance two primary growth drivers: (a) adding accretive Proved developed producing acquisitions; and (b) executing low-risk development drilling to achieve organic reserves growth.

During periods where the Board believes commodity prices are depressed, the Group employs a disciplined acquisition strategy to add low-decline assets that are synergistic with existing operations at attractive metrics to its portfolio, while paying only for Proved developed producing reserves. During periods of relatively stronger commodity pricing, the Board intends to focus on the infill development of the Group's existing large-scale drilling inventory within assets exhibiting historically low recovery factors.

As part of its acquisition growth strategy, the Group evaluates oil and gas properties throughout the south-eastern United States that will result in meaningful reserve and production additions. The Group seeks to add high-quality, long-life reservoirs in proven growth areas that offer existing infrastructure, opportunities for operating cost reductions, low-cost oil and gas drilling opportunities and operational control.

The Group has made two acquisitions in its focus area over the past four years and has rigorously optimized production and operating costs over that time. While spending minimal maintenance capital on the assets, Southern Energy has lowered per unit operating costs by more than 40 per cent. over the past four years by employing proven strategies to maximize value in under-exploited assets. The Group sees similar opportunities on the larger consolidation opportunities that it is evaluating and is excited to implement these cost control strategies on a larger scale.

Southern Energy leverages the specialised skill and knowledge of its Board and management team to compile, interpret and evaluate technical data, drill and complete wells, design and operate production facilities and numerous additional activities required to explore for and produce oil and natural gas.

The south-eastern United States is strategically located near Henry Hub, which commands premium natural gas pricing. The Group currently sells the majority of its produced natural gas and oil at the wellhead pursuant to variable price contracts, where it receives Henry Hub pricing (less minor proximity adjustments) for its natural gas and Louisiana Light Sweet pricing (less adjustments for proximity and quality) for its oil. The Board believes that the Group will benefit from its exposure to the expanding Gulf Coast LNG export market and the current tightening in the US gas supply/demand balance as shale gas growth has become largely unprofitable, LNG exports increase and an increasing market share for clean gas-fired power generation in the United States.

The Group's ESG objectives are supported by a low plug and abandonment liability on its existing assets and its focus on low emission natural gas assets in the Gulf Coast.

Key Investment Proposition

The key objective of the Group is to deliver long-term material value for its stakeholders through the growth and development of its oil and gas production portfolio. The Directors and the Proposed Director believe that an investment in the Company should be attractive to prospective investors for the following reasons:

The Group intends to capitalise on its significant regional geologic database developed over the preceding seven years to build on the Group's existing strong base of long life, low decline (<12 per cent.) assets, which provide low risk and stable cash flows; The Board and management team have significant combined experience in the oil and gas industry and within the region in which they are operating, and are currently interested in approximately 16.7 per cent. of the Common Shares; With minimal capital development on its assets, the Group has a track record of optimising the performance of its assets through rigorous operating cost savings and production, marketing and lift optimisations effected in an environmentally conscious and safety driven manner; The Group intends to make additional accretive acquisitions of Proved Developed Producing conventional assets with exposure to premium offtake pricing, following a disciplined consolidation strategy of acquiring low decline long life assets with multi-zone organic growth potential without paying value for extensive upside; and The Group's current portfolio provides the opportunity to pursue low-risk development drilling and reserves growth, where assets have historically been under-developed with relatively low historical recovery from vertical wells, and such characteristics would form part of the Group's criteria for future acquisitions.

The Board

Ian Kenneth Atkinson, aged 50 - President and Chief Executive Officer

Mr. Atkinson has been the founder of several private and public oil and gas companies with over 25 years of technical, executive and board of director experience. Mr. Atkinson was the founder, President and Chief Executive Officer of Gulf Pine since 2014. Prior thereto, Mr. Atkinson was a founder and Senior Executive Officer of Athabasca Oil Corporation. At Athabasca, Mr. Atkinson was instrumental in the successful completion of Athabasca's initial public offering and a significant joint venture with PetroChina Company Limited. Mr. Atkinson holds a Master of Science degree in Engineering and an Institute of Corporate Directors (ICD.D) designation.

Bruce Michael Beynon, aged 57 - Non-Executive Chairman

Mr. Beynon is a professional geologist with over 30 years of oil and gas industry experience. Mr. Beynon was the Executive Vice President, Exploration and Corporate Development at Baytex Energy Corp. from August 2018 to December 2018 and President of Raging River Exploration Inc. until August 2018. Mr. Beynon also held executive positions with Compass Petroleum Partnership, Peloton Exploration Corp., Expoir Exploration Corp. and KeyWest Energy Inc. Mr. Beynon holds a Master of Science degree in Geology.

Michael George Kohut, aged 55 - Non-Executive Director

Mr. Kohut is the Senior Vice President and Chief Financial Officer at Hammerhead Resources Inc. and Chairman of the board of directors at Big Rock Brewery Inc. Prior thereto, Mr. Kohut was the Vice President of Finance at Paramount Resources Ltd. from November 2017 to April 2018 and Chief Financial Officer of Trilogy Energy Corp. from June 2006 to October 2017. Mr. Kohut has over 25 years of experience in senior executive roles at various companies and on various boards of directors.

Tamara MacDonald, aged 51 - Non-Executive Director

Ms. MacDonald was most recently the Senior Vice President, Corporate and Business Development of Crescent Point. Ms. MacDonald has been involved in over 530 transactions totalling over C$14.5 billion. Ms. MacDonald has over 28 years of industry experience. Prior to Crescent Point, Ms. MacDonald worked with NCE Petrofund Corp., Merit Energy Ltd., Tarragon Oil & Gas Ltd. and Northstar Energy Corp. Ms. MacDonald currently sits on the boards of Spartan Delta Corp. and Equinor Canada. Ms. MacDonald holds a Bachelor of Commerce degree with a major in Petroleum Land Management and an Institute of Corporate Directors (ICD.D) designation.

Andrew Shatford McCreath, aged 65 - Non-Executive Director

Mr. McCreath has over 30 years of experience in the investment community including more than 20 years as a Portfolio Manager. Mr. McCreath is the Chief Executive Officer, Chief Investment Officer and Ultimate Designated Person of Forge First Asset Management, an alternative asset management firm in Toronto. Mr. McCreath is also the Market Commentator on BNN Bloomberg TV and host of 'Weekly with Andrew McCreath'. Mr. McCreath holds a Bachelor of Business Administration degree in Finance, a Master of Business Administration degree in Economics and a Chartered Financial Analyst (CFA) designation.

Clifford Neil Smith, aged 59 - Non-Executive Director

Mr. Smith has over 30 years of technical, financial and international capital markets experience. Most recently, Mr. Smith was the Chief Operating Officer at Crescent Point where he was responsible for all aspects of the company's capital budget, safe operations, reserves management and acquisition evaluations as well as corporate operations risk management analysis and social responsibility reporting. He has a proven track record of creating shareholder value through the innovative development of assets in a safe and capital-efficient manner. Mr. Smith holds a Bachelor of Applied Science degree in Geological Engineering and a Master of Business Administration degree in Finance.

Reginald Steven Smith, aged 65 - Non-Executive Director

Mr. Smith is an independent businessman since April 2019 and is currently a Director of Karve Energy Inc. and Jasper Brewing Inc. He started his career in the oil and gas industry in finance with management, executive and director roles with companies including Canadian Pioneer Petroleum Ltd., Poco Petroleums Ltd., Renaissance Energy Ltd., Pan East Petroleum Corp. and most recently was the Chief Financial Officer and Director of Broadview Energy Inc. In addition to the oil and gas industry, Mr. Smith has 22 years in capital markets as Chief Financial Officer and Portfolio Manager with Norrep Capital Management Ltd. and Vice President and Director - Institutional Research at FirstEnergy Capital (now Stifel | FirstEnergy) and before that Orion Securities (now Macquarie Group). Mr. Smith holds a Business degree in Accounting, a Bachelor of Arts degree in English and Chartered Accountant (CA) and Chartered Professional Accountant (CPA) designations.