London, Ontario, CANADA, November 29, 2017
Tribute Resources Inc. (TSX-V:TRB) (“Tribute” or the “Company”) announces the execution of the final agreements to complete the remaining two sales transactions for the Tribute reorganization. In the first transaction, Tribute sold all of its remaining oil and natural gas production assets, related equipment and undesignated natural gas storage assets which were directly held by Tribute to ON-Energy Corp. (“ON”). In the second transaction, Tribute sold all of the issued and outstanding shares of Liberty Oil & Gas Ltd. to Clearbeach Resources Inc. (“Clearbeach”) and Budd Energy Inc. (“Budd”). These sales will complete Transation #1 and Transaction #2 described in the Tribute presss release issued on October 12, 2017. A summary of these transations is included below.
The sale of these assets completes the Tribute reorganization described in the October 12, 2017 press release and 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. Now that these remaining two sales have been completed, Tribute will be able to access additional financing for its renewable energy projects that could only be sourced after the non-renewable assets were divested.
Sale of Tribute oil and gas assets including former Magnum assets to ON
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 (approximately 2 of which are oil and 56 of which are gas) from 64 wells. Included in the sale are the required land leases for the production of the oil and natural gas wells, an interest in several other oil and gas wells located in Oxford and Kent counties formerly owned directly by Tribute; 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 was $1,383,000. The purchase price has been 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 receivable by Tribute of $16,363.
Sale of 100% of the shares of Liberty to Clearbeach and Budd
Tribute sold all 7,707,945 issued and outstanding common shares of Liberty to Clearbeach and Budd. Liberty owns: a 100% interest in 21 oil and natural gas wells producing approximately 35 BOE per day (approximately 16 of which are oil and 19 of which are gas) 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; 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 was $897,388. The sale price was 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 receivable by Tribute of $287,917. The share purchase includes assets valued at $1,650,000 in the Liberty Reserve Report dated March 31, 2017 prepared in accordance with the COGE Handbook 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, though funds from this term debt were used by Tribute for tidal project development.
Pace has agreed to the sale and is in the process of releasing all Tribute security to transfer the debt to ON and Liberty.
Both of the above described transactions have been approved by both the TSX(V) and the Board of Directors of Tribute.
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.Tributeresources.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. 2807 Woodhull Road, London, ON N6K 4S4 (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.