London, Ontario, CANADA, October 12, 2017
Tribute Resources Inc. (TSX-V:TRB) (“Tribute” or the “Company”) announces the completion of agreements in principle to sell all of its oil and natural gas production and natural gas storage assets. The sale of these assets will be completed by three separate transactions, each of which are described herein.
Firstly, Tribute will sell all of the oil and natural gas assets directly held by Tribute (including the former Magnum assets) to ON-Energy Corp. (“ON”), a related party (“Transaction #1”). Secondly, Tribute will sell its 100% interest in Liberty Oil & Gas Ltd. (“Liberty”) to Clearbeach Resources Inc. (“Clearbeach”) and Budd Energy Inc. (“Budd”), both related parties to Tribute (“Transaction #2”). Thirdly, Tribute will sell the shares of Bayfield Resources Inc., a wholly owned subsidiary of the Company which holds both the Bayfield and Stanley Ontario Energy Board designated natural gas storage pools and all related rights thereto to an arm’s length purchaser (“Transaction #3”).
The sale of these assets will enable Tribute to focus on its renewable energy projects within the tidal and marine sector and will provide working capital to continue with these development initiatives. The sales will also enable Tribute to access additional financing for its renewable energy projects that can only be sourced after the non-renewable assets have been divested.
A summary of the abovementioned three transactions can be found below.
Sale of Tribute oil and gas assets including former Magnum assets to ON – Transaction #1
The assets sold to ON include proven estimated oil reserves of 4960 barrels and natural gas reserves of .896 million cubic feet (“MMCF”) with current production of 58 barrels of oil equivalent (BOE) per day from 64 wells. Included in the sale are the required land leases for the production of the oil and natural gas wells, an 18 km 4½ inch steel pipeline which runs from Tillsonburg to a location near Port Burwell, Ontario, successored tax pools relating to the assets, and related well equipment. The purchase price is $1,383,000. The purchase price will be paid by: 1) the assumption by ON of Tribute payables in the amount of $441,637 related to the purchased assets; 2) the partial assumption of the PACE Savings & Credit Union Limited (“Pace”) short-term lines of credit of $925,000 on substantially the same terms and 3) cash of $16,363.
The parties intend to close the transaction immediately upon receipt of final acceptance from the TSX Venture Exchange (“TSX V”). The transaction has been approved by the Board of Directors of Tribute.
The Pace credit assumption is subject to the agreement of Pace and will satisfy $925,000 of two lines of credit totaling $1,050,000. The operating lines are secured by oil and gas assets and the funds borrowed were utilized for investments in tidal energy. Tribute currently has two outstanding operating lines of credit with Pace. One line of $250,000 expired on June 30, 2017. The second line of credit in the amount of $870,000 which expires on November 30, 2017. In addition, Tribute has a term loan with Pace in the approximate amount of $900,000. Pace has not requested a return of funds from Tribute.
Sale of 100% of the shares of Liberty to Clearbeach and Budd – Transaction #2
Tribute will be selling all 7,707,945 issued and outstanding common shares of Liberty to Clearbeach and Budd as the purchasers. Liberty owns a 100% interest in 21 oil and natural gas wells producing approximately 35 barrel of oil equivalent per day located near Chatham, Ontario, an interest in a shut-in natural gas pool with eight wells located in Elgin county purchased by Tribute in January 2017 for $200,000, an interest in several other oil and gas wells located in Oxford and Kent counties formerly owned directly by Tribute, undesignated storage pools located in Huron and Chatham-Kent counties previously owned directly by Tribute and rights to a pipeline previously owned directly by Tribute in Huron County. The sale price for the shares is $897,388. The sale price will be paid by: 1) the assumption by the purchasers of Tribute debt in the amount of $307,471; 2) the assumption of Tribute debt owing to the purchasers in the amount of $300,000 and 3) cash of $287,917. The share purchase includes assets valued at $1,650,000 in the Liberty Reserve Report dated March 31, 2017 and based on reserves in place as at December 31, 2016 and assets purchased in January for $200,000. The Pace term debt in the approximate amount of $870,000 is a liabililty of Liberty and will remain with Liberty.
The parties intend to close the transaction immediately upon receipt of final acceptance from the TSX V. The transaction has been approved by the Board of Directors of Tribute.
At the completion of the two transactions shown above, all Tribute security will be released from Pace as the debt is transferred to ON and Liberty.
For both Transaction #1 and Trasnaction #2, the purchase price is based upon the midpoint fair market value calculation in a formal valuation report prepared by KPMG dated May 24, 2017 with an effective date of December 31, 2016. The KPMG report mid-point valuation showed a fair market value for Tribute shares of $8,860,000 after applying a portfolio discount of $2,650,000 due to the multiple business segments of Tribute. The total long-terms investments and assets of Tribute were valued at $13,207,000. Oil and gas assets were valued at $3,045,000 which is 23% of the asset value of Tribute. The assets sold to ON were valued at the sale price by KPMG, and are 45% of the total oil and gas assets of Tribute and 10.5 % of the total asset value of Tribute. The Liberty assets represent the additional 55% of the total oil and gas assets of Tribute in the KPMG report. The reserve reports were prepared by McIntosh Engineering as at December 31, 2016 and filed on SEDAR for Tribute shows the value of the assets sold to ON to be $871,900 based upon an after tax present value calculation using a 10% discount for proven reserves and $1,065,900 based upon an after tax present value calculation using a 10% discount for proven plus probable reserves. The reserve report prepared by McIntosh Engineering as at December 31, 2016 and filed on SEDAR for Liberty shows the value of the Liberty assets sold to Clearbeach and Budd to be $1,241,600 based upon an after tax present value calculation using a 10% discount for proven reserves and $1,673,000 based upon an after tax present value calculation using a 10% discount for proven plus probable reserves. A copy of the valuation will be included in the material change report to be filed in connection with the transactions.
ON is is an Ontario-based oil and natural gas company, which is wholly owned by the Clearbeach group, the second largest oil and natural gas producer in Ontario. Clearbeach is controlled by Jane Lowrie, Tribute’s President and CEO and Jamie Crich, a director of Tribute. Jane Lowrie is also the President of ON and Jamie Crich is also a director and officer of ON. Jane Lowrie controls 11,455,210 shares (12.69%) of Tribute and Jamie Crich controls 18,750,853 shares (20.77%) of Tribute. Budd is the wholly owned management company of Peter Budd, who is a full time consultant of Tribute and one of Tribute’s Named Executive Officers as disclosed in the Information Circular each year. Peter Budd controls 2,000,000 shares (2.2%) of Tribute. Accordingly, the sale of assets to ON in addition to the sale of shares of Liberty to Clearbeach and Budd as contemplated herein by Transaction #1 and Transaction #2 are considered to be a “related party transaction” within the meaning of TSX(V) Policy 5.9 which incorporates Multilateral Instrument 61-101 (“MI 61-101”). For each of Transaction #1 and Transaction #2, Tribute intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101. Both Transactions #1 and #2 require disinterested shareholder approval under TSX(V) policies and Tribute intends to obtain this approval by way of written consent.
Sale of shares of Bayfield Resources Inc. to arm’s length third party – Transaction #3
Tribute will be selling all 100 issued and outstanding common shares of Bayfield Resources Inc., a wholly owned subsidiary of Tribute to an arm’s length purchaser. Bayfield Resources Inc. holds the Ontario Energy Board designated storage rights to two natural gas storage pools which were being held for development by Tribute: the Bayfield and Stanley pools located in Huron county. Included in the assets of Bayfield Resources Inc. are storage and petroleum and natural gas storage leases related to these pools, four natural gas wells and related well security bonds, various seismic including 3D seismic over these two pools and the Ontario Energy Board designation of these two pools. The sale price is $1,000,000 with an effective date of August 31, 2017. The purchase price will be paid by: 1) the assumption by the Purchaser of Bayfield debt to Tribute the amount of $996,000; 2) cash of $4,000 paid directly to Tribute.
Acquisiution of Tocardo International BV (“Tocardo”)
Further to Tribute’s press release dated August 3, 2017, the proposed acquision of Tocardo is subject to a number of conditions precedent including, without limitation, (i) the execution of a purchase and sale agreement between Tribute and all of the shareholders of Tocardo, which is currently being negotiated by Tribute and Tocardo (the “Definitive Agreement”), (ii) the disposition of its oil and gas assets such that Tribute will continue with a sole focus on the renewable energy industry and (iii) final approval from the TSX V. The completion of Transaction #1, Transaction #2 and Transaction #3 will remove the non-renewable assets so that Tribute can move towards completing the proposed acquisition of Tocardo, once the Definitive Agreement is fully negotiated and completed. Tribute will provide an update as soon as a Defintive Agreement has been entered into including the final conditions precedent to complete the Tocardo acquisition, including the number of shares Tributre shall issue to acquire the remaining shares of Tocardo that it does not currently own.
About Tribute Resources Inc.
Tribute is a Canadian publicly traded energy company incorporated under the Business Corporations Act of the Province of Alberta on May 15, 1997. Tribute’s primary focus is on adding value to shareholders by developing and maintaining a long-term interest in renewable energy projects. Tribute’s objective is to build a company capable of delivering and sustaining long-term per share growth by developing energy projects that will generate stable long-term cash flow when fully operational. Tribute’s business plan is to build upon its current asset base to identify, permit, develop, and construct projects that meet its threshold return criteria. Tribute creates value by identifying project opportunities, providing the expertise to develop the projects and maintaining an interest in the completed assets to build long-term stable utility quality cash flow from a strong energy related asset base. For more information please visit www.Tribute resources.com.
Neither TSX Venture Exchange nor its 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.
For further information or a copy of the reports contact:
Jennifer Nisker CFO, Tribute Resources Inc. 309 Commissioners Road West, Unit D London, Ontario N6J 1Y4 (519) 657-7624
Forward-Looking Information and Statements
This document contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “feels”, “may”, “will”, “would”, “believe”, “plans”, “intends”, “possible”, “future” and similar expressions are intended to identify forward-looking information or statements. This forward-looking information and the related statements are based upon factors, expectations and assumptions reflected in the forwardlooking statements that are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements contained in this news release are based upon several material factors, expectations and assumptions of Tribute including, without limitation: that Tribute will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of sources to fund Tribute’s capital and operating requirements as needed; and certain commodity price and other cost assumptions.
The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information and statements including, without limitation: general economic, market and business conditions; the impact of specific oil & gas and renewable electricity industry conditions; volatility in market prices for crude oil, natural gas and other renewable forms of energy; availability of financing and capital; the ability of Tribute’s customers to pay in a timely manner; changes in commodity prices; imprecision of reserve estimates; unanticipated operating results; environmental risks; electricity grid conditions; delays or changes in plans with respect to development projects or capital expenditures; changes in tax or environmental laws or royalty rates; limited, unfavourable or no access to debt or equity capital markets; increased costs and expenses; the impact of competitors; reliance on industry partners; circumstances may arise, including changes in accounting policies, regulations or economic conditions, which could change the assumptions, estimates or expectations or the information provided; shareholder value may not be maximized by Tribute or at all; there may be circumstances where, for unforeseen reasons, a reallocation of funds may be necessary as may be determined at the discretion of Tribute and there can be no assurance as at the date of this disclosure as to how those funds may be reallocated; should any one of a number of issues arise, Tribute may find it necessary to alter its current business strategy and/or capital expenditure program; fluctuations in interest rates; demand for Tribute’s product and services; adverse conditions in the debt and equity markets; and government actions including changes in environment and other regulation; and certain other risks detailed from time to time in Tribute’s public disclosure documents including, without limitation, those risks identified in this document. The forward-looking information and statements contained in this document speak only as of the date of this document, and Tribute does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.