(PIPE – TSX) Pipestone Energy Corp.
(“
Pipestone” or the “
Company”) is
pleased to announce the Toronto Stock Exchange (the
“
TSX”) has accepted the notice filed by the
Company to renew its normal course issuer bid (the
“
NCIB”). Pipestone’s inaugural NCIB was launched
in November 2021 and has been fully executed with the purchase and
cancellation of 9,598,347 common shares of the Company (the
“
Common Shares”) for an average price of $4.44 per
share.
The NCIB allows Pipestone to purchase up to
13,936,907 Common Shares, representing 5% of its 278,738,148
outstanding Common Shares as at November 14, 2022. The renewed NCIB
is scheduled to commence on November 25, 2022 and is due to expire
no later than November 24, 2023. Under the NCIB, Common Shares may
be repurchased in open market transactions on the TSX and other
alternative trading platforms in Canada and in accordance with the
rules of the TSX governing NCIB’s.
The total number of Common Shares Pipestone is
permitted to purchase is subject to a daily purchase limit of
156,214 Common Shares, representing 25% of the average trading
volume of 624,856 Common Shares on the TSX calculated for the
six-month period ended October 31, 2022 excluding 5,107,800 Common
Shares that the Company repurchased pursuant to its previous NCIB
during this period; however, Pipestone may make one block purchase
per calendar week which exceeds the daily repurchase restrictions.
Any Common Shares that are purchased under the NCIB will be
cancelled upon their purchase by the Company.
The Company intends to enter into an automatic
securities purchase plan effective November 25, 2022, under which
its broker may purchase Common Shares in connection with the NCIB.
The plan will contain a prearranged set of criteria in accordance
with which its broker may make Common Share purchases. These strict
parameters enable the purchase of Common Shares during times when
it would ordinarily not be permitted due to self-imposed blackout
periods, insider trading rules or otherwise. Such plan is adopted
in accordance with applicable Canadian securities laws. Outside of
blackout periods, Common Shares may be purchased under the NCIB in
accordance with management’s discretion.
As previously announced, Pipestone is committed
to a multi-faceted approach to shareholder returns as part of its
allocation of free cash flow strategy. In addition to the renewal
of the NCIB, Pipestone has implemented a quarterly base dividend of
$0.030 per Common Share, commencing in Q1 2023. The Company also
has previously announced its intention to launch a Substantial
Issuer Bid for up to $50 million in Q1 2023.
Pipestone Energy Corp.
Pipestone is an oil and gas exploration and
production company focused on moderately growing its
condensate-rich Montney asset base, while delivering meaningful
shareholder returns. Pipestone expects to grow its production to 32
Mboe/d (midpoint) in 2022 and to approximately 45 Mboe/d by exit
2025, while generating significant free cash flow. Pipestone is
committed to building long term value for our shareholders while
maintaining the highest possible environmental and operating
standards, as well as being an active and contributing member to
the communities in which it operates. Pipestone has achieved
certification of all its production from its Montney asset under
the Equitable Origin EO100TM Standard for Responsible Energy
Development. Pipestone shares trade under the symbol PIPE on the
TSX. For more information, visit www.pipestonecorp.com.
Pipestone Energy Contacts:
Paul WanklynPresident and Chief Executive Officer(587)
392-8407paul.wanklyn@pipestonecorp.com |
Craig NieboerChief Financial Officer(587)
392-8408craig.nieboer@pipestonecorp.com |
|
|
Dan van KesselVP Corporate Development(587)
392-8414dan.vankessel@pipestonecorp.com |
|
Non-GAAP measures
This press release includes references to
financial measures commonly used in the oil and natural gas
industry. The term “free cash flow” is not defined under IFRS,
which has been incorporated into Canadian GAAP, as set out in Part
1 of the Chartered Professional Accountants Canada Handbook –
Accounting, is not separately defined under GAAP, and may not be
comparable with similar measures presented by other companies.
Management believes the presentation of the
non-GAAP measures provide useful information to investors and
shareholders as the measures provide increased transparency and the
opportunity to better analyze and compare performance against prior
periods.
Free cash flow
“Free cash flow” is a non-GAAP measure that is
calculated as cash from operating activities plus changes in
non-cash working capital and decommissioning provision costs
incurred, less capital expenditures incurred, and is not defined
under IFRS. Free cash flow should not be considered an alternative
to, or more meaningful than, cash from operating activities, income
(loss) or other measures determined in accordance with IFRS as an
indicator of the Company’s performance. Management uses free cash
flow to analyze operating performance and leverage and believes it
is a useful supplemental measure as it provides an indication of
the funds generated by Pipestone’s principal business activities,
inclusive of ongoing capital expenditures, prior to consideration
of changes in working capital.
Advisory Regarding
Forward-Looking Statements
In the interest of providing shareholders of
Pipestone and potential investors information regarding Pipestone,
this news release contains certain information and statements
(“forward-looking statements”) that constitute forward-looking
information within the meaning of applicable Canadian securities
laws. Forward-looking statements relate to future results or
events, are based upon internal plans, intentions, expectations and
beliefs, and are subject to risks and uncertainties that may cause
actual results or events to differ materially from those indicated
or suggested therein. All statements other than statements of
current or historical fact constitute forward-looking statements.
Forward-looking statements are typically, but not always,
identified by words such as “anticipate”, “estimate”, “expect”,
“intend”, “forecast”, “continue”, “propose”, “may”, “will”,
“should”, “believe”, “plan”, “target”, “objective”, “project”,
“potential” and similar or other expressions indicating or
suggesting future results or events.
Forward-looking statements are not promises of
future outcomes. There is no assurance that the results or events
indicated or suggested by the forward-looking statements, or the
plans, intentions, expectations or beliefs contained therein or
upon which they are based, are correct or will in fact occur or be
realized (or if they do, what benefits Pipestone may derive
therefrom).
In particular, but without limiting the
foregoing, this news release contains forward-looking statements
pertaining to: Pipestone’s commitment to a multi-faceted approach
to shareholder returns as part of its allocation of free cash flow,
Pipestone generating significant free cash flow in the future; the
implementation of a quarterly base dividend and launch of a
Substantial Issuer Bid in Q1 2023; the funding of purchases under
the NCIB with available free cash flow; the entering into of an
automatic securities purchase plan; estimated production in 2022
and 2025 exit production volumes; building long term value for our
shareholders; and maintaining the highest possible environmental
and operating standards, as well as being an active and
contributing member to the communities in which Pipestone
operates.
With respect to the forward-looking statements
contained in this news release, Pipestone has assessed material
factors and made assumptions regarding, among other things: future
commodity prices and currency exchange rates, including consistency
of future oil, natural gas liquids (NGLs) and natural gas prices
with current commodity price forecasts; the economic impacts of the
COVID-19 pandemic; the ability to integrate Blackbird Energy Inc.’s
and Pipestone Oil Corp.’s historical businesses and operations and
realize financial, operational and other synergies from the
combination transaction completed on January 4, 2019; Pipestone’s
continued ability to obtain qualified staff and equipment in a
timely and cost-efficient manner; the predictability of future
results based on past and current experience; the predictability
and consistency of the legislative and regulatory regime governing
royalties, taxes, environmental matters and oil and gas operations,
both provincially and federally; Pipestone’s ability to
successfully market its production of oil, NGLs and natural gas;
the timing and success of drilling and completion activities (and
the extent to which the results thereof meet expectations);
Pipestone’s future production levels and amount of future capital
investment, and their consistency with Pipestone’s current
development plans and budget; future capital expenditure
requirements and the sufficiency thereof to achieve Pipestone’s
objectives; the successful application of drilling and completion
technology and processes; the applicability of new technologies for
recovery and production of Pipestone’s reserves and other
resources, and their ability to improve capital and operational
efficiencies in the future; the recoverability of Pipestone's
reserves and other resources; Pipestone’s ability to economically
produce oil and gas from its properties and the timing and cost to
do so; the performance of both new and existing wells; future cash
flows from production; future sources of funding for Pipestone’s
capital program, and its ability to obtain external financing when
required and on acceptable terms; future debt levels; geological
and engineering estimates in respect of Pipestone’s reserves and
other resources; the accuracy of geological and geophysical data
and the interpretation thereof; the geography of the areas in which
Pipestone conducts exploration and development activities; the
timely receipt of required regulatory approvals; the access,
economic, regulatory and physical limitations to which Pipestone
may be subject from time to time; and the impact of industry
competition.
The forward-looking statements contained herein
reflect management's current views, but the assessments and
assumptions upon which they are based may prove to be incorrect.
Although Pipestone believes that its underlying assessments and
assumptions are reasonable based on currently available
information, undue reliance should not be placed on forward-looking
statements, which are inherently uncertain, depend upon the
accuracy of such assessments and assumptions, and are subject to
known and unknown risks, uncertainties and other factors, both
general and specific, many of which are beyond Pipestone’s control,
that may cause actual results or events to differ materially from
those indicated or suggested in the forward-looking statements.
Such risks and uncertainties include, but are not limited to,
volatility in market prices and demand for oil, NGLs and natural
gas and hedging activities related thereto; the ability to
successfully integrate Blackbird’s and Pipestone Oil’s historical
businesses and operations; general economic, business and industry
conditions; variance of Pipestone’s actual capital costs, operating
costs and economic returns from those anticipated; the ability to
find, develop or acquire additional reserves and the availability
of the capital or financing necessary to do so on satisfactory
terms; and risks related to the exploration, development and
production of oil and natural gas reserves and resources.
Additional risks, uncertainties and other factors are discussed in
the MD&A dated November 9, 2022 and in
Pipestone’s annual information form dated March 9, 2022, copies of
which are available electronically on Pipestone’s SEDAR at
www.sedar.com.
Oil and Gas Measures
Basis of Barrel of Oil Equivalent
Petroleum and natural gas reserves and
production volumes are stated as a “barrel of oil equivalent”
(boe), derived by converting natural gas to oil equivalency in the
ratio of 6,000 cubic feet of gas to one barrel of oil. Readers are
cautioned that boe figures may be misleading, particularly if used
in isolation. A boe conversion ratio of 6,000 cubic feet of gas to
one barrel of oil is based on energy equivalency, which is
primarily applicable at the burner tip, and does not represent a
value equivalency at the wellhead.
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