Freehold Royalties Ltd. Enters Into $120 Million Gross Overriding Royalty Joint Venture and Announces Equity Financing

Freehold Royalties Ltd. Enters Into $120 Million Gross Overriding Royalty Joint 
Venture and Announces Equity Financing 
NEWS RELEASE TRANSMITTED BY Marketwired 
FOR: Freehold Royalties Ltd. 
TSX SYMBOL:  FRU 
JUNE 25, 2014 
Freehold Royalties Ltd. Enters Into $120 Million Gross Overriding Royalty Joint
Venture and Announces Equity Financing 
CALGARY, ALBERTA--(Marketwired - June 25, 2014) -  
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. 
Freehold Royalties Ltd. (Freehold or the Company) (TSX:FRU) announced it has
entered into a $120 million strategic joint venture (the Joint Venture) with a
Canadian based company (JV Partner) in the East Edson area of Alberta (the JV
Area). 
New Joint Venture highlights:  
/T/ 
--  Freehold assumes a priority share of production through the creation of 
a gross overriding royalty (GORR) Joint Venture. Commencing on the 
anticipated closing date of July 16, 2014, royalty production 
anticipated to be received by Freehold with this Joint Venture through 
2014 is forecasted at approximately 5.6 mmcf/d of sales natural gas plus 
associated liquids (approx. 82% natural gas). Total royalty production 
from the Joint Venture is forecast to remain flat from 2014 to year-end 
2022, declining 10% per year thereafter.  
--  Under the Joint Venture, Freehold assumes no operating costs (outside of 
transport fees), no royalty deductions and no abandonment liabilities. 
Freehold will receive "priority" royalty volumes.  
--  As part of its $120 million capital commitment, Freehold will acquire a 
50% royalty interest on current production within the JV Area (Producing 
Royalty) for $50 million and will have a capital commitment of $70 
million pursuant to a Farmout and Royalty Agreement (Drilling Royalty). 
Once Freehold's share of the existing royalty production from the 
Producing Royalty declines below 5.6 mmcf/d, volumes from new wells are 
added pursuant to the Drilling Royalty to maintain Freehold's production 
at a cap rate of 5.6 mmcf/d plus associated liquids for 8.5 years. The 
$70 million capital commitment pursuant to the Drilling Royalty will be 
paid by Freehold at closing to be held in escrow until such time as the 
capital is required for the drilling program. The Joint Venture comes 
with associated Canadian Oil and Gas Property Expense (COGPE) and 
drilling program tax pools.  
--  The JV Partner has agreed to commit to spend $30 million (approximately 
6 net Wilrich horizontal wells) in additional drilling over the life of 
the agreement over and above $100 million ($70 million from Freehold and 
$30 million from the JV Partner) of escrowed Joint Venture funds 
(approximately 20 net Wilrich horizontal wells). The JV Partner has also 
committed to construct a new 30 mmcf/d gas plant (at an expected cost of 
$30 million) or expand existing processing infrastructure within the JV 
Area.  
--  Effective as of July 1, 2014, the proved plus probable reserves 
attributed to Freehold pursuant to the Joint Venture were independently 
estimated to total approximately 6 mmboe (approximately 86% natural 
gas). Proved reserves were independently estimated to be approximately 
0.6 mmboe (approximately 83% natural gas).  
--  Based on $120 million, the transaction implies approximately 8 times 
annualized 2014 cash flow (before tax) and $105,000 boe/d per flowing 
boe based on forecasted 2014 production, both accretive to Freehold's 
current valuation.  
--  Freehold considers this Joint Venture as offering a low risk, attractive 
return for Freehold, showcasing the Company's flexibility in creating 
value for its shareholders as well as presenting an attractive non-    dilutive method of funding energy industry development drilling.  
/T/ 
The Joint Venture will be effective July 1, 2014 and will encompass a
multi-year commitment by both parties to develop the JV Partner's East
Edson acreage. Closing is expected to occur on or about July 16, 2014. Upon
completion of the transaction, we expect to increase our average production
guidance for 2014 by 4% to 9,500 boe/d (72% royalties); all other operating
assumptions (provided in the first quarter news release) remain unchanged. As
we have in the past, we expect to update shareholders on 2014 guidance for
other key operating assumptions when we release our second quarter results,
which are expected after market August 7, 2014.  
In conjunction with the Joint Venture, Freehold is pleased to announce that it
has entered into an agreement with CIBC, on behalf of a syndicate of
underwriters, to issue, on a bought deal basis 4,650,000 common shares at a
price of $26.90 per share (the Issue Price) for gross proceeds of approximately
$125 million. Freehold has also granted the underwriters an over-allotment
option to purchase, on the same terms, up to an additional 465,000 common
shares at the Issue Price. This option is exercisable by the underwriters, in
whole or in part, at any time for a period of 30-days following closing.  
Concurrent with the closing of the bought deal offering, the pension trust
funds for employees of Canadian National Railway Company (CN Pension Trust
Funds) intend to purchase approximately $15 million (557,621 common shares) of
Freehold, at the Issue Price on a non-brokered private placement basis. The
aggregate gross proceeds to be raised by the Company pursuant to the bought
deal offering and the investment by the CN Pension Trust Funds will be
approximately $140 million before giving effect to any exercise of the
over-allotment option by the underwriters. If the underwriters exercise the
over-allotment in full, the aggregate gross proceeds to be raised by the
Company pursuant to the bought deal offering and the investment by the CN
Pension Trust Funds will be approximately $153 million.  
Freehold expects to use a portion of the net proceeds from the bought deal
offering and investment by the CN Pension Trust Funds to fund its commitments
pursuant to the Joint Venture and the remainder to pay down a portion of
outstanding indebtedness. 
Completion of the offering is subject to certain conditions including normal
regulatory and stock exchange approvals. In addition, the bought deal offering
will require that the Joint Venture close at or before the closing time of the
offering unless otherwise agreed to by the underwriters and Freehold. The
common shares will be offered in all provinces of Canada (excluding Quebec), by
way of a short form prospectus. The closing of the offering is expected to
occur on or before July 16, 2014. 
The common shares offered have not been registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful. 
Cautionary Statement Regarding Forward-Looking Information - This news release
offers our assessment of Freehold's future plans and operations as at June
25, 2014 and contains forward-looking information including, as to the
expectation that GORR production from the Joint Venture will remain flat from
2014 to year-end 2022, declining 10% per year thereafter, the expected terms of
the Joint Venture including the expected capital to be committed by each party
and the requirement for the JV Partner to build a new plant (and the expected
cost of such plant), the expectation that the Joint Venture offers a low risk,
attractive return for Freehold as well as presenting an attractive non-dilutive
method of funding energy industry development drilling, the expected closing
date of the Joint Venture, Freehold's expectations for changes to
production guidance for 2014 as a result of the Joint Venture, Freehold's
expectation to update shareholders on 2014 guidance for other key operating
assumptions when Freehold releases our second quarter results, which is
expected after market August 7, 2014, expected use of proceeds from the bought
deal offering and investment by CN Pension Trust Funds and the expected closing
date of. This forward-looking information is provided to allow readers to
better understand our business and prospects and may not be suitable for other
purposes. 
By its nature, forward-looking information is subject to numerous risks and
uncertainties, some of which are beyond our control, including the impact of
general economic conditions, industry conditions, volatility of commodity
prices, currency fluctuations, imprecision of reserve estimates, environmental
risks, taxation, royalties, regulation, competition from other industry
participants, the lack of availability of qualified personnel or management,
stock market volatility, and our ability to access sufficient capital from
internal and external sources. The closing of the Joint Venture, bought deal
offering and investment by CN Pension Trust Funds could be delayed if Freehold
or the JV Partner are not able to obtain the necessary regulatory and stock
exchange approvals on the timelines it has planned. The Joint Venture, bought
deal offering and investment by CN Pension Trust Funds will not be completed at
all if these approvals are not obtained or some other condition to the closing
is not satisfied. Accordingly, there is a risk that the Joint Venture, bought
deal offering and investment by CN Pension Trust Funds will not be completed
within the anticipated time or at all. The intended use of the net proceeds of
the bought deal offering and investment by CN Pension Trust Funds by Freehold
might change if the board of directors of Freehold determines that it would be
in the best interests of Freehold to deploy the proceeds for some other
purpose. Risks are described in more detail in Freehold's annual
information form for the year ended December 31, 2013 which is available under
Freehold's profile on SEDAR at www.sedar.com. 
With respect to forward looking information contained in this news release, we
have made assumptions regarding, among other things, future oil and natural gas
prices; future capital expenditure levels; future production levels; future
exchange rates; the costs of developing and producing our assets; our ability
and the ability of our lessees to obtain equipment in a timely manner to carry
out development activities; our expectation for industry drilling levels; and
our ability to obtain financing on acceptable terms.  
You are cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be placed on
forward-looking information. We can give no assurance that any of the events
anticipated will transpire or occur, or if any of them do, what benefits we
will derive from them. The forward-looking information contained herein is
expressly qualified by this cautionary statement. Except as required by law,
Freehold does not assume any obligation to publicly update or revise any
forward-looking information to reflect new events or circumstances. 
Reserves Estimates 
The reserves estimates presented herein were based on an evaluation prepared by
McDaniel & Associates Consultants Ltd. (McDaniel) effective as of July 1,
2014 utilizing forecast prices and costs and prepared in accordance with
National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities
and the Canadian Oil and Gas Evaluation Handbook. The price assumptions used
for the estimates were provided by McDaniel and were McDaniel's forecast
as at April 1, 2014. The reserves estimates have been presented on a net basis
which means Freehold's working interest (operating or non-operating) share
after deduction of royalty obligations, plus its royalty interests in
production or reserves.  
Conversion of Natural Gas to Barrels of Oil Equivalent (BOE) 
To provide a single unit of production for analytical purposes, natural gas
production and reserves volumes are converted mathematically to equivalent
barrels of oil (boe). We use the industry-accepted standard conversion of six
thousand cubic feet of natural gas to one barrel of oil (6 Mcf = 1 bbl). The
6:1 boe ratio is based on an energy equivalency conversion method primarily
applicable at the burner tip. It does not represent a value equivalency at the
wellhead and is not based on either energy content or current prices. While the
boe ratio is useful for comparative measures and observing trends, it does not
accurately reflect individual product values and might be misleading,
particularly if used in isolation. As well, given that the value ratio, based
on the current price of crude oil to natural gas, is significantly different
from the 6:1 energy equivalency ratio, using a 6:1 conversion ratio may be
misleading as an indication of value.  
-30-
FOR FURTHER INFORMATION PLEASE CONTACT: 
Freehold Royalties Ltd.
Matt Donohue
Manager, Investor Relations
403.221.0833 or TF: 1.888.257.1873
403.221.0888
mdonohue@rife.com 
INDUSTRY:  Energy and Utilities - Oil and Gas  
SUBJECT:  FNC 
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-0- Jun/25/2014 20:36 GMT
 
 
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