PRQ Petrus Resources Ltd

Acquisition by PETRONAS delivers shareholder value CALGARY, July 31, 2012 /CNW/ - - Progress Energy Resources Corp. ("Progress" or the "Company") announces results for the second quarter of 2012 (the "Quarter").  Capital investment in the Quarter was $21.4 million, net to Progress or $82.6 million, gross including the North Montney Joint Venture ("NMJV"). In the Quarter, capital expenditures were prioritized to the NMJV, and the Company's proprietary North Montney properties in British Columbia. On June 27, 2012 Progress entered into an arrangement agreement (the "Arrangement") with PETRONAS International Corporation Ltd. ("PICL") and PETRONAS Carigali Canada Ltd. ("PETRONAS Canada") for the purchase by PETRONAS Canada of all of Progress' outstanding common shares as amended on July 19, 2012.  Further, on July 27, 2012 Progress announced it had entered into an amending agreement with PICL and PETRONAS Canada to increase the consideration payable for the common shares from $20.45 to $22.00 per common share.  The increase in the consideration resulted from Progress having received an unsolicited proposal from a third party. The special meeting of holders of common shares and debentures is scheduled to be held on August 28, 2012. It is anticipated that the Arrangement will be completed in late September subject to obtaining shareholder and Court approval and the required governmental and regulatory approvals and satisfying other usual and customary conditions contained in the arrangement agreement. PETRONAS Canada has filed an application for review with the Director of Investments under the Investment Canada Act (Canada) and the Minister of Industry's review of the arrangement is in progress. PETRONAS Canada and Progress have jointly requested that the Commissioner of Competition issue an advance ruling certificate ("ARC") or, in the event the  Commissioner of Competition will not issue an ARC, she issue a waiver of the parties' obligation to notify and supply information under Part IX of the Competition Act (Canada) ("Waiver"), or a Waiver and no action letter confirming, in writing, that she does not, at that time, intend to make an application under Section 92 of the  Competition Act (Canada), in respect of the arrangement. Highlights -- On June 27, 2012 entered into an arrangement agreement for the purchase by PETRONAS Canada of all of Progress' outstanding common shares at a cash price of $20.45 per share, as amended on July 19, 2012; -- On July 26, 2012 entered into an amending agreement to the arrangement agreement dated June 27, 2012, as amended on July 19, 2012, with PICL and PETRONAS Canada for the purchase of all Progress' common shares at a cash price of $22.00 per share; -- The LNG Export Joint Venture ("LEJV") between Progress and PETRONAS Canada selected a site for the planned LNG export facility in Prince Rupert, British Columbia at Lelu Island, subject to further feasibility study; -- Generated cash flow of $27.8 million in the Quarter or $0.12 per share, diluted; -- Production averaged 44,641 barrels of oil equivalent ("boe") per day in the Quarter, up 10 percent as compared to the second quarter of 2011; volumes for the Quarter were impacted by the previously announced planned shut-ins and the deferral of tie-ins and completions representing approximately 10 to 15 percent of production; -- Drilled a total of 5 Montney horizontal wells (3.5 net) during the Quarter; the Company expects to complete these wells in the third quarter; Agreement for Purchase by PETRONAS As previously announced, Progress and PETRONAS Canada entered into an arrangement  agreement for the purchase by PETRONAS Canada of all of Progress' outstanding common shares at a cash price of $20.45 per share, as amended on July 19, 2012.  On July 26, 2012, Progress, PICL and PETRONAS Canada entered into a further amending agreement which increases the consideration to be paid for the outstanding common shares of Progress from $20.45 to $22.00 per share.  As a result of the increase in the consideration payable from the common shares, and assuming an effective date of September 25, 2012, the cash consideration under the arrangement for each $1,000 principal amount of Progress 5.25 percent Convertible Unsecured Subordinated Debentures of Progress due October 31, 2014 (the "2014 Debentures") and 5.75 percent series B Convertible Unsecured Subordinated Debentures of Progress due June 30, 2016 (the "2016 Debentures"), and excluding accrued interest and notional interest, will now be increased to approximately $1,265 for the 2014 Debentures and $1,213 for the 2016 Debentures.  The transaction has received the unanimous approval of Progress' Board of Directors and determined to recommend that Progress' shareholders and debentureholders vote in favour of the arrangement.  Completion of the transaction is subject to customary closing conditions including receipt of court, shareholder and regulatory approvals.  An information circular regarding the arrangement was mailed to holders of common shares and debentures on July 25, 2012; and a copy of the arrangement agreement, and amendments thereto, and the information circular and related documents are available at www.sedar.com. A special meeting of holders of common shares and debentures will be held on August 28, 2012, at which Progress shareholders will be asked to vote on the transaction and the completion of the transaction will require the approval of two-thirds of the votes cast by shareholders in person or by proxy at the meeting.  The holders of the 2014 Debentures and the 2016 Debentures will also be asked to vote on the transaction, although completion of the transaction is not conditional on such approvals. North Montney Joint Venture Progress, along with its joint venture partner, has begun aggressively developing the NMJV properties at Altares, Lily and Kahta.  Gross capital spending on the NMJV in the Quarter was $71.6 million ($8.9 net to Progress) comprised principally of drilling and completions and facilities expenditures. Three horizontal Montney wells (1.5 net) were drilled in the Quarter, with two horizontals targeting the upper Montney at Altares and one targeting the middle Montney at Lily. The first NMJV production was brought on stream in mid-May through newly constructed facilities at Lily. As part of the total consideration of $1.07 billion that PETRONAS Canada paid to acquire a 50% working interest in the Altares, Lily and Kahta properties, $802.5 million will be paid in the form of a capital carry over the next three to five years.  At the end of the Quarter, the remaining capital carry balance was approximately $718 million. The detailed feasibility study ("DFS") for the LNG Export Joint Venture ("LEJV") is proceeding along on schedule and is expected to be completed as planned by the end of August. A preferred site has been selected and the LEJV entered into an agreement with the Prince Rupert Port Authority that grants the LEJV the exclusive right to conduct further feasibility and investigative studies on Lelu Island.  Concurrent with the DFS on the LNG facility, two major pipeline companies are participating in a detailed feasibility study to develop a pipeline solution to deliver natural gas from the NMJV to the anticipated LNG facility on the west coast.  The pipeline DFS is expected to be completed in early September. Financial Strength Cash flow for the Quarter was $27.8 million or $0.12 per share, diluted. Capital investment was $82.6 million gross ($21.4 million net).  As at June 30, 2012, the Company had drawn $46.5 million on its $650 million revolving credit facility.  Debt-to-total capitalization as at June 30, 2012 was eight percent. Progress' average realized natural gas price in the Quarter was $1.91 per thousand cubic feet, excluding the impact of the Company's hedging program.  Royalty rates averaged 2.2 percent in the Quarter as a result of lower natural gas prices, and credits received relating to Alberta's gas cost allowance and British Columbia's producer cost of service program.  Progress expects royalties to average seven percent in 2012 based on current commodity prices.  Operating costs averaged $5.81 per boe in the Quarter reflecting the Company's continued focus on operational efficiencies and maximization of volumes through existing facilities. Dividend Reinvestment Program In accordance with the terms of the arrangement agreement with PETRONAS Canada, Progress common shares will not be made available for issuance from treasury, nor will additional Progress common shares be purchased on the market in connection with Progress' dividend reinvestment plan. Consolidated Financial Statements and MD&A Second Quarter 2012 Consolidated Financial Statements and Notes to the Consolidated Financial Statements and Management's Discussion and Analysis for Progress Energy Resources Corp. have been filed on SEDAR (www.sedar.com) under Progress Energy Resources Corp. and can also be accessed on the Company's website at www.progressenergy.com. Progress is a Calgary based energy Company primarily focused on natural gas exploration, development and production in northeast British Columbia and northwest Alberta. Common shares of Progress are listed on the Toronto Stock Exchange under the symbol PRQ. Special Meeting of Security holders Progress' Special Meeting of shareholders and debentureholders is scheduled for Tuesday, August 28, 2012 at 3:00 p.m., Calgary time, in the McMurray Room of the Calgary Petroleum Club, 319-5(th) Avenue S.W. Calgary, Alberta. Three Months Ended Six Months Ended June 30 June 30 2012 2011 2012 2011 FINANCIAL HIGHLIGHTS Income Statement ($ thousands, except per share amounts) Petroleum and natural gas revenue 81,474 117,340 184,488 234,455 Cash flow1 27,809 54,618 69,087 117,940 Per share - diluted 0.12 0.24 0.29 0.52 Cash dividends declared2 23,530 23,184 47,007 46,271 Per share 0.10 0.10 0.20 0.20 Balance Sheet($ thousands) Working capital deficiency 25,117 14,209 25,117 14,209 (surplus) Bank debt 46,516 - 46,516 - Convertible debentures 361,932 424,761 361,932 424,761 Total debt 433,565 438,970 433,565 438,970 Capital expenditures 21,421 46,037 137,424 186,377 Property dispositions (66) (18,316) (13,249) (35,344) OPERATIONAL HIGHLIGHTS Average Daily Production Natural gas (mcf/d) 226,125 209,202 232,750 221,278 Crude oil (bbls/d) 2,724 2,122 2,549 2,078 Natural gas liquids (bbls/d) 4,230 3,747 4,363 3,579 Total daily production (boe/d) 44,641 40,736 45,704 42,537 Average Realized Prices Natural gas ($/mcf) 1.91 3.91 2.24 3.88 Crude oil ($/bbl) 81.29 99.21 86.72 91.27 Natural gas liquids ($/bbl) 55.90 66.57 61.21 67.18 Wells Drilled, Net 3.5 1.8 18.3 24.5 (1) Represents cash flow from operating activities before changes in non-cash working capital. (2) The dividends declared include distributions and dividends that grantees are entitled to on the vesting of the Share Unit Plan, the Long Term Incentive Plan and the Performance Unit Incentive Plan.     Advisory Regarding Forward-Looking Statements This press release and financial highlights table (collectively the "press release") contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements.  In particular, forward looking statements in this press release include, but are not limited to, expected timing of drilling of wells; statements with respect to the focus of capital expenditure; anticipated timing of completion of pipeline DFS; the anticipated timing of the completion of the transactions contemplated by the Arrangement Agreement and the timing of the meeting of Shareholders and Debentureholders; completion of planned facility expansions and the timing thereof; average royalty rates for 2012; expected commodity prices and industry conditions; and statements regarding the completion of the arrangement, the timing of the meeting and the anticipated results therefrom The forward-looking statements and information are based on certain key expectations and assumptions made by Progress, including, amoung other things, expectations and assumptions concerning prevailing commodity prices and exchange rates, applicable royalty rates and tax laws; future well production rates; reserve and resource volumes; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services and future operating costs; and the ability to obtain all required regulatory approvals for the transaction, including, but not limited to, shareholder, Court and regulatory approvals. Although Progress believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Progress can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations; the risk that the transaction may not close when planned or at all or on the terms and conditions set forth in the arrangement agreement; and the failure to obtain the necessary shareholder, Court, regulatory and other third party approvals required in order to proceed with the transaction. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Progress are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide securityholders with a more complete perspective on the Company's future operations and such information may not be appropriate for other purposes.  The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Company will derive there from.  Readers are cautioned that the foregoing lists of factors are not exhaustive.  These forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. Barrels of Oil Equivalent "Boe" means barrel of oil equivalent on the basis of 1 boe to 6,000 cubic feet of natural gas. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.         Progress Energy Resources Corp. CONTACT: Greg Kist, Vice President, Marketing, Corporate and GovernmentRelationsProgress Energy Resources Corp.403-539-1809 gkist@progressenergy.com.Kurtis Barrett, Analyst, Investor Relations and MarketingProgress Energy Resources Corp.403-539-1843 kbarrett@progressenergy.com.

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