Horizon Announces Initial Closing of Acquisition in Poland

CALGARY, Alberta–(BUSINESS WIRE)–Horizon Petroleum Ltd. (the “Company” or “Horizon”) (TSXV: HPL) is pleased to announce that following its recent qualification with the Polish Government to conduct oil and natural gas activities (press release dated May 1, 2019), it has completed the acquisition (the “Acquistion”) of two of the five concessions to be acquired, as previously announced in Horizon’s press release dated September 19, 2017, from subsidiaries of San Leon Energy plc (“San Leon”). Most importantly, the Bielsko-Biala concession, containing the Lachowice natural gas discovery, is one of the concessions acquired. The acquisition of the other three concessions, under similar but separate transactions, are expected to close within 60 days. The closing of the Acquisition shows Horizon continues to make progress on it’s business plan of developing a natural gas production company focused on opportunities in Europe.

Highlights of the Acquisition

The Acquisition consists of operated concessions (100% working interest) containing a number of undeveloped natural gas discoveries in proven basins. The Lachowice discovery in the Bielsko-Biala concession is the most advanced of these discoveries and has the following attributes:

  • Probable Undeveloped Reserves (2P) of 36 Billion cubic feet equivalent (Bcfe) (6.0 million barrels of oil equivalent, (MMBoe)) valued at US$98 million Net Present Value discounted at 10% before taxes (NPV10 BTAX)
  • Risked Best Estimate Contingent Resources (2C) of 171 Bcfe (28.5 MMBoe) valued at US$398 million (NPV10 BTAX)

    • Unrisked Best Estimate Contingent Resources (2C) of 249 Bcfe (41.4 MMBoe)
  • Risked Best Estimate Prospective Resources of 123 Bcfe (20.6 MMBoe)

    • Unrisked Best Estimate Prospective Resources of 487 Bcfe (81.2 MMBoe)
  • An anticipated phased development plan, consisting of a new vertical well expected to be drilled in Q2 2020, targeting facility-constrained natural gas sales of 3.0 million cubic feet equivalent per day (MMcfe/d) by early 2021

    • Two horizontal or highly deviated wells expected to be drilled in Q4 2021, targeting an increase in production to 17.5 MMcfe/d by Q1 2022
    • Drilling to continue, targeting production increases to over 30 MMcfe/d thereafter

Deal Terms

The terms agreed and previously announced by Horizon and San Leon were for Horizon to pay San Leon consideration at closing of US$900,000 in cash (net) (the “Cash Consideration”), C$1,000,000 in Horizon shares (the “Share Consideration” and collectively with the Cash Consideration, the “Consideration”), and a 6% Net Profits Interest (“NPI”), plus closing cost adjustments. Horizon and San Leon originally agreed that San Leon would transform the concessions to new concession agreements prior to closing. However, due to delays in this process, Horizon has agreed to take responsibility for the completion of the transformation of the concessions, and in exchange, the parties have agreed that payment of the Consideration will be made contingent upon the transformation of the Biesko-Biala concession. The transformation of the concessions involve the conversion of the Bielsko-Biala and Cieszyn concessions to the new Polish concession structure and the completion of the award of the three remaining concessions to Horizon. These transformations are expected to occur by the end of 2019 or early 2020. In the event that the transformation of the Bielsko-Biala concession is not completed, Horizon will not pay the Consideration to San Leon. Payment of the Consideration is subject to a number of additional conditions, including the transformation of the concessions, final approval of the TSX Venture Exchange, Horizon’s ability to raise sufficient funds to pay the Cash Consideration and the potential need for shareholder approval for issuance of the Share Consideration.

Discussion of Reserves and Resources

APEX Global Engineering Inc. (“APEX”) prepared an independent reserve and resource evaluation (the “Reserve Report”) on the Lachowice conventional natural gas field in the Bielsko-Biala concession in southern Poland with an effective date of January 31, 2018. The Reserve Report was prepared in compliance with the standards set out in National Instrument 51-101 of the Canadian Securities Administrators and the Canadian Oil and Gas Evaluation Handbook (COGE Handbook). APEX assigned the Probable Reserves and Contingent and Prospective Resources to the Lachowice field, which at 10,561 acres represents approximately 1.5% of the total lands to be held under the concessions (see Table 1 below). The reserves and resources assigned are subject to significant risks. Please refer to the Risks section at the end of this press release.

Table 1: Concession Acreage

Concessions Acreage
km2 Acres
Bielsko-Biala

804.6

198,821

– Lachowice field

42.7

10,561

Buchowice (under application)

927.0

229,067

Cieszyn

325.8

80,507

Kotlarka

212.4

52,473

Prucise

758.1

187,331

Total Acreage

3,028

748,198

 

Tables 2, 3 and 4 below summarize APEX’s estimates of Horizon’s conventional natural gas reserves and resources, subject to closing the Acquisition. The volumes shown are attributable to Horizon’s 100% working interest, before deduction of any associated royalty burdens. The economic values presented are shown after deduction of the associated royalty burdens, the NPI, operating and capital expenses, but before any attributable income taxes. Table 5 summarizes the commodity pricing used in the economic evaluations.

Table 2: Probable Reserves in Lachowice Field

Probable Reserves PIIP1 Recoverable
Sales
Before Income Taxes (US$MM), Discounted at

0%

5%

10%

15%

20%

Conventional Natural Gas (Bcf)

49

34.4

 

 

 

 

 

Natural Gas Liquids (MBbl)

344

261.7

 

 

 

 

 

Total Bcfe

51.2

36.0

263

153

98

67

48

Total MMBoe

8.5

6.0

 

Table 3: Contingent Resources – Development Unclarified in Lachowice Field

Contingent Resources – Development Unclarified Discovered PIIP2 Unrisked Contingent
Resources – Dev. Unclarified
Chance
of Dev.
Risked
Contingent
Resource (2C) –
Dev. Unclarified
Before Income Taxes (US$MM), Discounted at
1C 2C 3C 1C 2C 3C (%)

0%

5%

10%

15%

20%

Conventional Natural Gas (Bcf)

309

422

583

169

238

339

68.6%

163.5

 

 

Natural Gas Liquids (MBbl)

2,276

3,110

4,298

1,248

1,756

2,499

68.6%

1,206.2

Total Bcfe

323

441

609

177

249

354

68.6%

170.7

1,341

688

398

249

165

Total MMBoe

53.8

73.5

101.5

29.5

41.5

59.0

68.6%

28.5

Note 2: There is no certainty that it will be commercially viable to produce any portion of the resources.

Table 4: Prospective Resources in Lachowice Field

Prospective Resources

Undiscovered PIIP3

Unrisked Prospective Resources

Chance of

Dev.

Average Chance

of Disc.

Risked Prospective

Resources – Best

Estimate

Low Estimate

Best Estimate

High Estimate

Low Estimate

Best Estimate

High Estimate

(%)

(%)

Conventional Natural Gas (Bcf)

544

778

1133

329

466

673

68.6%

36.9%

118.0

Natural Gas Liquids (MBbl)

4,007

5,448

7,933

2,501

3,547

5,121

68.6%

36.9%

897.8

Total Bcfe

568

811

1181

344

487

704

68.6%

36.9%

123.4

Total MMBoe

94.6

135.2

196.8

57.3

81.2

117.3

68.6%

36.9%

20.6

Note 3: There is no certainty that any portion of these resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.

Table 5: Commodity Pricing

 

Year

APEX Commodity Price Forecasts

Natural Gas

Natural Gas Liquids

(US$/MMBTU)

(US$/Mcf)

(US$/Bbl)

2019

7.56

8.08

67.00

2020

7.56

8.08

72.00

2021

7.56

8.08

76.50

2022

7.71

8.25

78.03

2023

7.87

8.42

79.59

2024

8.02

8.59

81.18

2025

8.18

8.76

82.81

2026

8.35

8.95

84.46

2027

8.51

9.12

86.15

2028

2% thereafter

NOTES:

Natural gas transportation at 0.20 US$/Mcf included

Natural gas heating modifier at 109.56%

Natural Gas Liquids price is based on Sproule forecast (Jan. 31, 2018)

Lachowice Development Plan

Horizon is currently in the process of finalizing its development plan for the Lachowice natural gas discovery. It is currently anticipated that the development plan would begin with a new vertical well offsetting the Lachowice-7 location. Due to delays in the qualification process for Horizon taking operatorship of the concessions and the concession transformation process with the Polish government, Horizon is now targeting to drill and test the well in Q2 2020, with first production to occur by Q1 2021, with natural gas sales initially facility-constrained at approximately 3.0 MMcfe/d. The wells will produce natural gas under primary drive via the natural fractures and the matrix porosity within the reservoir. The project is considered pre-development and is expected to cost approximately US$7.5 million to first production. In previous disclosure, Horizon stated it was targeting first production from the Lachowice field by the second half of 2019. Horizon’s ability to achieve its revised target of Q1 2021 depends on its ability to raise additional capital to pay the Cash Consideration and the entering into of a joint venture agreement, as more particularly described below, or to obtain other satisfactory funding.

A new horizontal or highly deviated well and a horizontal or highly deviated re-entry of the new vertical well (targeting >300 m natural gas column) would then be drilled commencing in Q4 2021, targeting an increase in production to 17.5 MMcfe/d at a new processing facility expected to be operational in Q1 2022. Drilling would continue targeting production increases to over 30 MMcfe/d thereafter. Operating netbacks are expected to be approximately US$6.80 per thousand cubic feet (Mcfe), based on current pricing, see Non-GAAP measures at the end of this Press Release. Timing of the development is subject to receipt of all regulatory approvals.

Horizon continues to work towards closing the joint venture contemplated by the letter of intent (“LOI”) with a private European entity (the “Farmee”) as previously announced on August 18, 2018. Under the terms of the LOI, the Farmee has agreed to fund 100% of the capital expenditures required to bring the Lachowice field to first production, with Horizon continuing as operator. In return, the Farmee will receive 50% of the equity in the Horizon subsidiary that will hold the Bielsko-Biala Concession. Horizon and the Farmee will agree on the drilling and development program to bring the Lachowice field on production. The LOI is subject to a number of conditions, including a financing condition, as outlined in Horizon’s August 18, 2018 press release. Should the Farmee not be able to raise necessary funds for development, Horizon will consider other partners for the development, and/or proceed on a 100% working interest basis.

Horizon does not currently have the funds committed to achieve its development plans as described in this Press Release.

Corporate

Horizon is currently examining options for improving the Company’s trading liquidity, access to new equity capital in Europe and its profile alongside its international E&P peers. As part of these deliberations, Horizon may consider listing on another exchange, such as the London Stock Exchange. In the event the Company decides to undertake an additional listing, it expects to execute a plan within the next 6-12 months.

About Horizon Petroleum Ltd.

Calgary-based Horizon is focused on the appraisal and development of conventional oil & natural gas resources onshore Europe. The Management and Board of Horizon consist of oil & natural gas professionals with significant international experience.

Advisories

Oil and Gas Advisories

The reserve and resource estimates contained in this press release have been prepared in accordance with NI 51-101, is dated as of January 31, 2018 and prepared by APEX.

The reserve and resource estimates of natural gas and natural gas liquids reserves provided in this news release are estimates only, and there is no guarantee that the estimated reserves and/or resources will be recovered. Actual reserves and resources may eventually prove to be greater than, or less than, the estimates provided herein. It should not be assumed that the estimates of future net revenues presented herein represent the fair market value of the reserves and/or resources. There are numerous uncertainties inherent in estimating quantities of natural gas and natural gas liquids reserves and/or resources and the future cash flows attributed to such reserves and/or resources.

These risks and uncertainties include but are not limited to: (i) the fact that there is no certainty that the zones of interest will exist to the extent estimated or that the zones will be found to have natural gas with characteristics that meet or exceed the minimum criteria in terms of net pay thickness and/or porosity, or that the natural gas will be commercially recoverable to the extent estimated; (ii) the fact that there is no certainty that any portion of the contingent and prospective resources will be commercially viable to produce; (iii) the fact that the Company must hire an operations team and executive team in both Calgary and Poland in order to execute on the development plan, and there are no guarantees that suitably qualified technical and professional staff and/or consultants will be available; (iv) the lack of additional financing to fund the Company’s development activities and continued operations; (v) the risks associated with obtaining approvals to access land to drill wells or install infrastructure and facilities in a reasonable time frame; the Polish regulatory regime is relatively stable but is marked with long approval processes relative to North American jurisdictions; (vi) the risks in acquiring or constructing adequate natural gas infrastructure to produce and sell natural gas, and whether capacity will be available in the existing main pipeline system at reasonable costs; (vii) the risk that there may not be a drilling rig available to drill the required wells, and the risk that if a rig mobilization is required from outside of Poland, that the costs may be prohibitive; (viii) risks inherent in the international oil and natural gas industry; (ix) fluctuations in foreign exchange and interest rates; (x)the number of competitors in the oil and gas industry with greater technical, financial and operations resources and staff; (xi) fluctuations in world prices and markets for oil and natural gas due to domestic, international, political, social, economic and environmental factors beyond the Company’s control; (xii) changes in government regulations affecting oil and natural gas operations; (xiii) potential liabilities for pollution or hazards against which the Company cannot adequately insure or which the Company may elect not to insure; (xiv) contingencies affecting the classification as reserves versus resources which relate to the following issues as detailed in the COGE Handbook: ownership considerations, drilling requirements, testing requirements, regulatory considerations, infrastructure and market considerations, timing of production and development, and economic requirements; (xv) the fact that there is no certainty that any portion of the prospective resources will be discovered and if discovered, there is no certainty that it will be commercially viable to produce any portion of the resources; and (xvi) other factors beyond the Company’s control.

Any reference in this press release to PIIP, contingent resources and prospective resources are not, and should not be confused with oil and natural gas reserves.

Definitions

Total Petroleum Initially in Place (“PIIP”) refers to the total quantity of petroleum that is estimated to exist originally in naturally occurring accumulations. It includes the petroleum that exists in known accumulations prior to production and the estimated quantities yet to be discovered in the various leads and prospects identified by seismic and inferred by geology. A portion of the PIIP will be recoverable as determined by ultimate recovery factors and the estimated recoverable portion is further classified as Reserves, Contingent Resources or Prospective Resources.

Discovered Petroleum Initially in Place (“Discovered PIIP” or “DPIIP”) is the total quantity of Petroleum that is estimated as of the effective date of the Report to be contained in known accumulations prior to production.

Multiple development projects may be applied to each known accumulation which may be separated vertically into different formations or by area in different pools; each project will recover a portion of the PIIP according to its unique reservoir characteristics. The projects will be subdivided into Commercial and Sub-Commercial at the effective date with the estimated recoverable petroleum quantities being classified as Reserves and Contingent Resources.

Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be commercially recoverable from known accumulations, from a given date forward, based on:

(a) analysis of drilling, geological, geophysical and engineering data;

(b) the use of established technology; and

(c) specified economic conditions (see the discussion of “Economic Assumptions” below).

Reserves are classified according to the degree of certainty associated with the estimates.

(d) Proved Reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

(e) Probable Reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

(f) Possible Reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved + probable + possible reserves

Company Gross Reserves are the Company’s working interest (operating or non-operating) share before deducting royalties and without including any royalty interests of the Company.

Resources are defined in the Canadian Oil and Gas Evaluation Handbook (COGEH) Volume 1, section 5 as follows:

Contingent Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied projects are not yet considered mature enough for commercial development due to one or more contingencies. Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality.

Contingencies may include factors such as economic, legal, environmental, political, and regulatory matters, or a lack of markets. It is also appropriate to classify as contingent resources, the estimated discovered recoverable quantities associated with a project in the early evaluation stage. Contingent Resources are further classified in accordance with the level of certainty associated with the estimates and may be sub classified based on project maturity and/or characterized by their economic status.

Not all technically feasible development plans will be commercial. The commercial viability of a development project is dependent on the forecast of fiscal conditions over the life of the project. For Contingent Resources, the risk component relating to the likelihood that an accumulation will be commercially developed is referred to as the “chance of development.” For contingent resources, the chance of commerciality is equal to the chance of development.

Development Pending are contingencies that are being actively pursued; expect resolution in a reasonable time period; are directly influenced by the developer with both, internal approvals and commitment and development timing and; have a high chance of development (>80%).

Development on Hold are contingencies with major non-technical contingencies identified; have a reasonable chance of development (>50%); have contingencies that are beyond the control of the developer including but not limited to: external approvals, economic factors, market access, political factors and social license.

Development Unclarified are contingencies that have not been clearly defined; the project is currently under active evaluation; significant further appraisal may be required; progress is expected in a reasonable time period; chance of development is difficult to assess and could be a big range (20%-80%).

Development Not Viable are contingencies that have been identified; the project was evaluated and considered not viable or significant further appraisal may be required; progress is not expected in a reasonable time period and; has a low chance of development (<<50%).

Contingent Resources –Development Pending and –Development On Hold are considered economic, Contingent Resources –Development Unclarified have economics that are undetermined, and Contingent Resources –Development Not Viable are considered sub-economic.

Prospective Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub classified based on project maturity.

Not all exploration projects will result in discoveries. The chance that an exploration project will result in the discovery of petroleum is referred to as the “chance of discovery.” Thus, for an undiscovered accumulation, the chance of commerciality is the product of two risk components — the chance of discovery and the chance of development.

Estimates of resources always involve uncertainty, and the degree of uncertainty can vary widely between accumulations/projects and over the life of a project. Consequently, estimates of resources should generally be quoted as a range according to the level of confidence associated with the estimates. An understanding of statistical concepts and terminology is essential to understanding the confidence associated with resources definitions and categories. These concepts, which apply to all categories of resources, are outlined below. The range of uncertainty of estimated recoverable volumes may be represented by either deterministic scenarios or by a probability distribution. Resources should be provided as low, best, and high estimates as follows:

  • Low Estimate and/or 1C in the case of Contingent Resources: This is considered to be a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If probabilistic methods are used, there should be at least a 90 percent probability (P90) that the quantities actually recovered will equal or exceed the low estimate.
  • Best Estimate and/or 2C in the case of Contingent Resources: This is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

Contacts

Dr. David Winter

President & CEO

+1(403) 619 2957

david.winter@horizon-petroleum.com

Matthew L. Janisch

Interim CFO

+1(403) 975-4941

matt.janisch@horizon-petroleum.com

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