Marquee Energy Ltd. announces acquisition to further consolidate its oil focused Michichi core area, operations update, and

 Marquee Energy Ltd. announces acquisition to further consolidate its oil  focused Michichi core area, operations update, and upward revision to 2014  guidance  /NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED  STATES/  CALGARY, Feb. 24, 2014 /CNW/ - Marquee Energy Ltd. ("Marquee" or the  "Company") (TSXV: MQL) is pleased to announce that it has entered into an  agreement with Paramount Resources Ltd. ("Paramount") to acquire from  Paramount (the "Acquisition") certain low decline, operated, producing assets  (the "Assets") contiguous with the Company's operations at Michichi. The  Assets are estimated by Marquee's management to have annualized 800 boe/d of  production and include 120 net sections of land with 50 net sections of oil  prone Mannville/Banff rights, a gas processing facility with 20mmcf/d  capacity, and extensive gas gathering infrastructure covering four townships  of land.  The Assets are immediately offsetting Marquee's Michichi lands and  production, and are adjacent to the Company's most recent Banff oil producer.  This well has been on production since December 16, 2013 and averaged over 230  boe/d (80% oil and liquids) during the month of January 2014. On the  Acquisition lands, Marquee has identified more than 20 unbooked near term  horizontal drilling locations for Mannville and Banff oil potential in close  proximity to this well.  The purchase price is $11,650,000 (the "Purchase Price") and will be paid  through the issuance of 13,705,883 common shares ("Shares") in the capital of  Marquee at $0.85 per Share. On completion of the Acquisition Paramount will  own approximately 14% of the outstanding Shares of Marquee. As one of  Marquee's directors is also a director of Paramount, Paramount is considered a  "non-arm's length" party under the rules of the TSX Venture Exchange (the  "TSXV"), and as a result 5,257,067 of the Shares to be issued to Paramount  will be subject to a Non-Voting Agreement pursuant to which Paramount will  agree not to exercise the voting rights in respect of such Shares until either  Marquee obtains shareholder approval ("Shareholder Approval") to permit voting  of these Shares, or the TSXV requirement for Shareholder Approval has been  waived or no longer applies. Marquee will seek to obtain Shareholder Approval  at its annual meeting of shareholders, which will be held as soon as  practicable, and in any event by no later than May 15, 2014. Marquee will be  recommending that its shareholders vote in favour of the Shareholder Approval.  If Shareholder Approval is not obtained on or before May 15, 2014, Marquee  will be required to issue Paramount an additional 400,000 Shares. The closing  of the Acquisition is subject to customary conditions including receipt of  TSXV approval and is expected to occur on or about March 6, 2014.  National Bank Financial Inc. and Peters & Co. Limited are acting as joint  financial advisors to Marquee with respect to the Acquisition. National Bank  Financial Inc. has provided the Board of Directors of Marquee with its opinion  that, subject to its review of the final form of documents effecting the  Acquisition, the consideration to be paid by Marquee for the Assets is fair,  from a financial point of view, to Marquee shareholders.  ACQUISITION OVERVIEW  Pro Forma the Acquisition, Marquee will be the largest landowner and control  the most extensive gathering and processing system in the Michichi area. The  Acquisition increases Marquee's undeveloped land base at Michichi to over  135,000 net acres, and increases the Mannville/Banff oil drilling inventory to  over 175 net horizontal drilling locations. The addition of a 100% owned and  operated gas plant and an extensive gathering system extends Marquee's control  of infrastructure to over seven townships or 250 square miles.  Marquee estimates the value of the undeveloped lands included in this  Acquisition at approximately $4.9 million. The Acquisition, before accounting  for land value, has the following characteristics:        •     Purchase Price                         $11.65 million     •     Annualized Production  (1)             800 boe/d (95% gas)     •     Proved Developed Producing ("PDP")     2,110 Mboe     Reserves (2)     •     Proved Reserves(2)                     2,573 Mboe     •     Proved NPV 10% (2)(3)                  $10.8 million     •     Proved + Probable Reserves (2)         3,605 Mboe     •     Proved + Probable NPV 10% (2)(3)       $15.7 million     •     Proved + Probable RLI (2)(1)           12.3 years     •     $/flowing boe of production            $14,560/boe/d     •     $/boe PDP Reserves                     $5.52/boe     •     $/boe Proved Reserves                  $4.52/boe     •     $/boe P+P Reserves                     $3.23/boe     •     2013 Net Operating Income (4)          $2.3 million     •     Undeveloped Lands                      23,400 net acres     •     Undeveloped Land value (internal       $4.9 million     estimate)     Notes:              (1)     Estimated annualized production.                    Derived from the Paramount Reserves Report prepared by            (2)     an independent reserves evaluator effective September                    30, 2013.            (3)     Before tax net present value based on a 10 percent                    discount.            (4)     Revenue less royalties and operating costs, average                    realized unhedged gas price $3.24/mcf.  OPERATIONS UPDATE  Marquee has drilled six wells at Michichi and two wells at Lloydminster since  the beginning of Q4 2013 and is currently drilling a seventh well at Michichi.  Both wells at Lloydminster and three of the six completed Michichi wells are  now on production. The Company plans to drill and tie-in two more wells at  Lloydminster in the first quarter. Three of the six Michichi wells are  completed and will be on production before the end of the quarter. The current  well being drilled will complete the winter program, with new drilling to  resume in June at Michichi and Lloydminster.  Production in Q4 2013 averaged 2,113 boe/d and January 2014 production averged  3,800 boe/d (53% oil and liquids) based on field estimates. Anticipated  production levels for the month were negatively impacted by a number of  factors including cold weather, access issues, facility restrictions and lower  than type curve results for the first two Michichi wells tied in late Q4,  2013. Approximately 600 boe/d (60% gas) of production was impacted which  included 380 boe/d (80% gas) on existing producing assets by weather and  mechanical issues, and 220 boe/d (40% gas) related to a delay in the  completion and tie-in of the last well drilled by Marquee in 2013 and third  party facility restrictions on non-operated properties. Efforts are underway  to have production affected by weather, mechanical problems and tie-in delays  on-stream in the second quarter of 2014.  Marquee has already begun to extensively apply 2D and 3D seismic to map both  the Banff and Detrital (Mannville) oil plays at Michichi. As noted above, the  first well location identified and drilled using 3D seismic is the Banff  horizontal well that directly offsets the Acquisition. In late 2013, the  company shot a new 18 square mile 3D seismic program at Michichi and now  possesses an inventory of more than 274 square miles of 3D seismic in the  area. The Acquisition will contribute an additional 45 square miles of 3D  seismic coverage. The combined database will be valuable in identifying and  selecting future high quality, low risk horizontal oil drilling locations.  GUIDANCE  The following sets forth Marquee's upwardly revised guidance estimates for  2014, taking into account the information provided in the operations update  and the March 1 effective date of the Acquisition:                                          2014E Guidance (After Acquisition)     •     Shares Outstanding       98.2 million     •     2014 Average             4,900-5,100 boe/d     Production     •     2014 Exit Production     5,600-5,700 boe/d     •     2014 Forecast Cash       $38-40 million     Flow(1)     •     2014 exit debt to        1.9 times     2014 cash flow(1)     •     2014 Capital Program     $46 million     Notes:               (1)      Based on $95 CDN WTI, $3.60 AECO and -$25/bbl heavy                       oil differential  On closing of the Acquisition, Marquee will have grown from100 boe/d to over  4,600 boe/d in less than three years. The Company has achieved consistent year  over year growth in production, reserves, and cash flow since its  recapitalization in June of 2011 and is now the most active driller in the  Michichi Mannville/Banff oil play where it owns and operates gathering and  processing infrastructure that accesses more than 250 sections of land.  ABOUT MARQUEE ENERGY LTD:  Marquee Energy Ltd. is a publicly traded Calgary-based growth oriented junior  oil and gas company currently focused on high rate of return oil development  and production. Marquee is committed to growing the company through  exploitation of existing opportunities and continued consolidation within its  core area at Michichi. An updated presentation and additional information  about Marquee may be found on its website and in its  continuous disclosure documents filed with Canadian securities regulators on  the System for Electronic Document Analysis and Retrieval (SEDAR) at  FORWARD LOOKING INFORMATION  This press release contains certain forward looking information (collectively  referred to herein as "forward looking statements") within the meaning of  applicable Canadian securities laws and forward looking within the meaning of  the U.S. Private Securities Reform Act of 1995. Forward looking statements are  often, but not always, identified by the use of words such as "anticipate",  "believe", "plan", "potential", "intend", "objective", "continuous",  "ongoing", "encouraging", "estimate", "expect", "may", "will", "project",  "should", or similar words suggesting future outcomes.  Forward-looking  statements contained in this press release include but are not limited to:         --  the timing of matters related to the Acquisition;         --  the anticipated benefits of the Acquisition;         --  the anticipated drilling inventory available to Marquee             following completion of the Acquisitoin;         --  the expectation of reduced operating and capital costs;         --  the accretive nature of the Acquisition;         --  anticipated production levels, debt to cash flow ratios,             reserves, operating net-backs, and those other metrics related             to the Acquisition;         --  anticipated cash flow, cash flow per share, reserves, drilling             locations, net debt, production levels, debt to cash flow             ratios and those other metrics anticipated for Marquee after             giving effect to the Acquisition; and         --  anticipated receipt of TSXV approval of the Acquisition.  In addition, statements relating to "reserves" are by their nature  forward-looking information, as they involve the implied assessment, based on  certain estimates and assumptions that the reserves described can be  profitably produced in the future. The recovery and reserves estimates  provided herein are estimates only and there is no guarantee that the  estimated reserves will be recovered. The estimated future net revenue from  the production of the disclosed oil and natural gas reserves does not  represent the fair market value of these reserves.  The forward looking statements contained in this document are based on certain  key expectations and assumptions made by Marquee, including but not limited to:         --  that the Acquisition and all required approvals will be             completed within the timeline anticipated by Marquee;         --  that parties will be able to satisfy, in a timely manner, the             other conditions to the closing of the Acquisition;         --  that the Assets continue to operate in all respects consistent             with their current performance;         --  that Marquee will be able to successfully implement its planned             capital program in respect of its existing assets and the             Assets acquired pursuant to the Acquisition.  Readers are cautioned that the foregoing list of risk factors is not  exhaustive.  Although management of Marquee considers these assumptions to be  reasonable based on information currently available to them, undue reliance  should not be placed on the forward looking statements because no assurances  can be given by Marquee that they may prove to be correct.  By their very nature, forward looking statements are subject to certain risks  and uncertainties (both general and specific) that could cause actual events  or outcomes to differ materially from those anticipated or implied by such  forward looking statements. These risks and uncertainties include, but are not  limited to:         --  risks associated with the oil and gas industry (e.g.             operational risks in development, exploration and production;             delays or changes in plans with respect to exploration or             development projects or capital expenditures);         --  drilling plans and operational activities may be delayed or             modified to react to market conditions;         --  regulatory approvals or availability of services causing             results to be delayed;         --  preliminary production results may not necessarily be             indicative of longer term results or that wells will ultimately             perform on the type curves assumed;         --  changes in commodity prices;         --  changes in tax laws;         --  changes in royalty rates;         --  the uncertainty of estimates and projections relating to             production, cash generation, costs and expenses;         --  imprecision of reserves estimates and estimates of recoverable             quantities of oil, natural gas and liquids;         --  health, safety, litigation and environmental risks;         --  access to capital;             failure to realize anticipated production increases,             anticipated cost savings and other synergies in connection with             the Acquisition;         --  risks regarding the integration of Marquee and the Assets;         --  incorrect assessment of the value of Marquee and/or the Assets;         --  failure to obtain the required shareholder, TSXV and other             third party approvals;         --  unforeseen delays in satisfying the conditions required to be             satisfied to implement the Acquisition; and         --  those other risks described in Marquee's Annual Information             Form dated March 21, 2013, filed on             SEDAR under Marquee's profile on     In addition, there are no assurances the Acquisition will be completed. As a  consequence, actual results may differ materially from those anticipated in  the forward looking statements and readers should not place undue reliance on  the forward looking information contained in this press release.  The forward looking statements contained in this press release are made as of  the date hereof and neither Marquee undertake any obligation to update  publicly or to revise any of the included forward looking statements, except  as required by applicable law. The forward looking statements contained herein  are expressly qualified by this cautionary statement.  Barrels of oil equivalent (boe) may be misleading, particularly if used in  isolation. A boe conversion ratio of six Mcf to one bbl is based on an energy  equivalency conversion method primarily applicable at the burner tip and do  not represent a value equivalency at the wellhead. Given that the value ratio  based on the current price of oil as compared to natural gas is significantly  different from the energy equivalency conversion ratio of six to one,  utilizing a boe conversion ratio of six Mcf to one bbl may be misleading as an  indication of value.  Neither the 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 release.    SOURCE  Marquee Energy Ltd.  Marquee Energy Ltd. Richard Thompson President & Chief Executive Officer (403)  817-5561  Roy Evans Vice President, Finance & Chief Financial Officer (403) 817-5568  To view this news release in HTML formatting, please use the following URL:  CO: Marquee Energy Ltd. ST: Alberta NI: OIL NASDAQ MNA  
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