Sonde Resources Corp. Provides 2013 Financial and Operating Results
and Announces Revitalized Joint Oil Block Marketing Campaign
CALGARY, ALBERTA--(Marketwired - Mar 27, 2014) - Sonde Resources
Corp. ("Sonde" or the "Company") (TSX-VENTURE:SOQ)(NYSEMKT:SOQ)
announced today the release of its financial and operating results
for the year ended December 31, 2013. The Company's Annual
Information Form, Management's Discussion and Analysis and
Financial Statements for the year ended December 31, 2013 can be
viewed on the System for Electronic Document Analysis and Retrieval
(SEDAR) at www.sedar.com, and on the Securities and Exchange
Commission's Electronic Document Gathering and Retrieval System
(EDGAR) at www.sec.gov. Shareholders have the ability to receive a
hard copy of the Company's complete annual financial statements
free of charge upon request.
Sonde will be hosting a conference call on Friday, March 28,
2014 at 1:30 p.m. MDT to provide a report on the Company's 2013
financial and operating results. Mr. Rene P. Beaumier, Chief
Financial Officer, will host the call. All interested parties may
join the call by dialing 416-340-2216 or 866-223-7781. Please
dial-in 15 minutes prior to the call to secure a line. The
conference call will be archived for replay on the Sonde website
within 72 hours of this conference call.
Message to Shareholders from Toufic Nassif, President and Chief
Executive Officer
"Overall, the events of 2013 continued to solidify Sonde's
position in North Africa and build toward realizing the potential
of the Joint Oil Block. We are particularly encouraged by the
partnership that Sonde has developed with Joint Oil, which forms
the foundation for long term value for both Joint Oil and Sonde's
shareholders.
Sonde is now a focused and streamlined North Africa pure
exploration and development play with a clearly defined objective -
the exploration and development of the Joint Oil Block. The
divestiture of substantially all of the Company's Western Canadian
assets has provided Sonde with the initial capital and focus to
advance the preparation for the drilling of Fisal, to further
define the Hadaf exploration prospect, to actively pursue a
strategic partner to develop the significant Zarat field and to
ultimately realize the exploration potential of the Joint Oil
Block.
During the fourth quarter of 2013, Sonde completed the
acquisition of 200 square kilometers of 3D seismic covering the
Hadaf prospect in Libyan waters. The data is currently being
processed and we expect to have it completed by mid-April 2014.
Interpretation of the processed data will commence immediately
thereafter.
We look forward to drilling the Fisal-1 exploration well during
2014 to further de-risk the Joint Oil Block exploration plays and
to provide a value proposition to our shareholders and potential
partners. While we continue to face a number of challenges and
risks, we strongly believe that the combination of the Zarat
development and the world class opportunities presented by the
Fisal, Hadaf and Siraj exploration prospects will attract the
interest of a partner, which will in turn provide greater value to
Sonde's shareholders."
Marketing of the Joint Oil Block
Sonde has retained Taylor-DeJongh, Inc. ("Taylor-DeJongh") to
initiate a process to explore and evaluate potential strategic
alternatives to enhance shareholder value with regard to the Joint
Oil Block. As financial advisor to the Board of Directors of Sonde,
Taylor-DeJongh is assisting in the process of analyzing and
evaluating prospects and options available to the Company.
Taylor-DeJongh is an independent investment banking firm
providing strategic, project finance and M&A advisory services
for oil & gas, conventional and renewable power, industrial and
infrastructure clients globally. For over 30 years, the firm has
successfully advised on the development and structuring of US$250
billion worth of debt and equity investments in more than 110
countries. Taylor-DeJongh is globally respected for its expertise
in project finance advisory and is consistently ranked among the
top global financial institutions for energy finance advisory.
The firm's principals bring extensive experience in corporate
finance, capital raising, recapitalizations and M&A
transactions to clients' energy and infrastructure businesses
worldwide. The firm's principals are located in Washington D.C.,
London and Paris, with an associated office in Dubai.
North Africa Update
There was significant progress made with respect to the Joint
Oil Block in 2013, primarily related to the following issues:
- Drilling Rig Availability - Sonde has been working through a
rig consortium, composed of various operators in Tunisia under the
auspices of ETAP, the Tunisian National Oil Company, to secure a
slot in a rig program for drilling Fisal by the end of November
2014 as agreed with Joint Oil. Current discussions are focusing on
securing the first slot of the rig that an operator is bringing
into Tunisia in mid-August 2014. Sonde remains optimistic that with
the help of ETAP and Joint Oil the Company will be able to secure
the slot to drill Fisal as scheduled.
- Unitization and Plan of Development - The DGE (Tunisian
Direction Generale de L'Energie) requested that the parties
involved in the Zarat development submit to the DGE, for review and
approval, the final draft of the Unitization Agreement by the first
week of October 2013 and the Unit Plan of Development no later than
December 31, 2013. Working with Joint Oil and ETAP, the Company
finalized the draft Unitization Agreement and submitted it to the
DGE before the deadline. The Company also proposed a new plan of
development for Zarat that will allow for the re-injection of
produced gases into the reservoir. This will allow for a more cost
effective development and the expedited receipt of liquids sales
proceeds. Working with Joint Oil the Company submitted the Unit
Plan of Development to the DGE prior to December 31, 2013.
- Exploratory Well Obligations - On December 24, 2012 the Company
received an extension of the first phase of the exploration period
under the EPSA to December 23, 2015 and on December 20, 2013
received an extension to November 30, 2014 on drilling the first
exploratory well, Fisal-1.
- The Inert and Acid Gas Initiative - The first phase of the
Inert and Acid Gas Initiative study has been completed and work on
the second phase is near completion. In addition to the work that
the consortium is completing to find a global solution for inert
and acid gas in the Gulf of Gabes, the potential negative impact of
the presence of high inerts in the Zarat Field has been
significantly decreased due to the proposed plan of development
discussed above, which contemplates the re-injection of produced
inert and acid gas into the reservoir for the first seven
years.
Western Canada Update
On January 9, 2013, Sonde announced that it had initiated a
process to explore and evaluate potential strategic alternatives to
enhance shareholder value with regard to Sonde's Western Canadian
production and exploratory acreage. As a result of the strategic
alternatives process, the following transactions were undertaken by
the Company during 2013.
During the year ended December 31, 2013 the Company sold 45,671
net acres of undeveloped land in the Montney play and 44,094 acres
of undeveloped land in the Duvernay play, both in Central Alberta,
to an unrelated third party. This land was classified as
exploration and evaluation assets and had a net book value of $2.6
million. In addition, the Company sold related property, plant and
equipment associated with the Montney play, with a net book value
of $5.9 million, to the same unrelated third party. These assets
were sold for total proceeds of $6.1 million, resulting in a loss
on disposition of $2.4 million.
On December 31, 2013 the Company completed the previously
announced Plan of Arrangement with Marquee Energy Ltd. ("Marquee")
whereby Marquee acquired substantially all of the Western Canadian
assets of Sonde, including all of Sonde's Southern Alberta
properties and all of Sonde's reserves, for consideration of $15
million in cash and 21,182,492 common shares of Marquee ("the
Marquee Transaction"). The Marquee Transaction resulted in a loss
on disposition of $30.9 million. As a step in the Marquee
Transaction, the common shares of Marquee received by Sonde were
distributed to Sonde's shareholders, resulting in a reduction to
share capital of $16.9 million, and all outstanding common shares
were consolidated on a 0.9 for 1 basis.
As a result of the Marquee Transaction, the Company no longer
has production or revenue from operations in Western Canada. The
Company's remaining Western Canadian oil and gas assets are
primarily prospective undeveloped land positions in the Duvernay
(44,021 acres net) and Wabamun (53,489 acres net) plays in West
Central and Northern Alberta.
2013 Financial Highlights
Twelve months ended December 31 |
2013 |
|
2012 |
|
2011 |
|
Petroleum & natural gas sales (1) |
24,735 |
|
24,896 |
|
34,592 |
|
Net loss from continuing operations (2) |
(20,189 |
) |
(31,974 |
) |
(43,475 |
) |
Net loss from continuing operations per share - basic and diluted
(2)(3) |
(0.36 |
) |
(0.57 |
) |
(0.77 |
) |
Net (loss) income (4) |
(54,075 |
) |
21,483 |
|
(40,571 |
) |
Net (loss) income per share - basic and diluted (4) |
(0.96 |
) |
0.38 |
|
(0.72 |
) |
Funds from (used for) operations (4)(5) |
1,294 |
|
(1,317 |
) |
7,597 |
|
Funds from (used for) operations per share - basic and diluted
(4)(5) |
0.02 |
|
(0.02 |
) |
0.14 |
|
Total assets (4) |
94,508 |
|
186,486 |
|
186,887 |
|
Total non-current financial liabilities (4)(6) |
1,332 |
|
29,972 |
|
26,344 |
|
Working capital surplus (deficit) as at December 31, 2013 (4) |
30,426 |
|
17,187 |
|
(20,907 |
) |
(1) Petroleum and natural gas sales and realized gains on
financial instruments net of royalties and transportation. All
petroleum and natural gas sales, realized gains on financial
instruments, royalties and transportation relate to discontinued
operations. |
(2) 2011 net loss from continuing operations and net loss from
continuing operations per share - basic and diluted have not been
updated to reflect the completion of the Marquee Transaction and
therefore include income and loss attributed to operations that
have been subsequently discontinued. |
(3) All per share amounts presented in this table were
calculated using the number of common shares outstanding on a post
0.9 for 1 consolidation basis (56,071,313 common shares). |
(4) Includes both continuing operations and discontinued
operations. |
(5) Non-IFRS measures. |
(6) Decommissioning provision. |
|
The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
settlement of liabilities and commitments in the normal course of
business and does not reflect adjustments that would otherwise be
necessary if the going concern assumption was not valid. For the
year ended December 31, 2013, the Company had operating losses of
$20.6 million (2012 - $31.4 million). As at December 31, 2013, the
Company had an accumulated deficit of $309.6 million.
As described above, during December 2013 the Company sold all of
its revenue generating assets and as such has no source of revenue
as of December 31, 2013. Management believes that the going concern
assumption is appropriate for the Company's financial statements;
however, there are significant uncertainties that cast substantial
doubt over the Company's ability to continue as a going concern. If
this assumption is not appropriate, adjustments to the carrying
amounts of assets and liabilities, revenues and expenses and the
statement of financial position classifications used may be
necessary and these adjustments could be material.
Sonde Resources Corp. is a Calgary, Alberta, Canada based energy
company engaged in the exploration and development of oil and
natural gas. Its operations are located offshore North Africa and
in Western Canada. See Sonde's website at www.sonderesources.com to
review further detail on Sonde's operations.
Non-IFRS Measures - This document contains references to funds
from (used for) operations and funds from (used for) operations per
share, which are not defined under IFRS as issued by the
International Accounting Standards Board and are therefore non-IFRS
financial measures that do not have any standardized meaning
prescribed by IFRS and are, therefore, unlikely to be comparable to
similar measures presented by other issuers. Management of the
Company believes funds from (used for) operations and funds from
(used for) operations per share are relevant indicators of the
Company's financial performance and ability to fund future capital
expenditures.
Funds from (used for) operations should not be considered an
alternative to or more meaningful than cash flow from operating
activities, as determined in accordance with IFRS, as an indicator
of the Company's performance. In our 2013 annual MD&A, a
reconciliation has been prepared of funds from (used for)
operations to cash flow from operating activities, the most
comparable measure calculated in accordance with IFRS.
Forward Looking Information - This news release contains
"forward-looking information" within the meaning of applicable
Canadian securities laws and "forward looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995. These statements include, among others, the timing of the
receipt of 3D seismic data covering the Hadaf prospect, those
concerning the ability to secure a partner for the Company's North
Africa assets, the results of the Inert and Acid Gas Initiative,
the ability to secure a drilling rig in North Africa to meet the
Company's obligation to drill the Fisal-1 exploratory well by
November 30, 2014, the ability to fund the Fisal-1 exploratory
well, the pending approval of the Unitization and Unit Plan of
Development, de-risking the Joint Oil Block and the potential of
the Company's undeveloped Western Canadian land.
Such forward-looking information or statements are based on a
number of risks, uncertainties and assumptions which may cause
actual results or other expectations to differ materially from
those anticipated and which may prove to be incorrect. Assumptions
have been made regarding, among other things, market and operating
conditions, the availability of rigs to drill Fisal-1, plans for
and results of exploration and development activities, availability
of capital, capital and other expenditures and timing for receipt
of governmental approvals related to the North Africa assets and
the ability of the Company to negotiate acceptable terms for such
approval.
Actual results could differ materially due to a number of
factors, including, without limitation, changes in market
conditions, operational risks in development and exploration, and
commodity price volatility; the availability of drilling rigs and
personnel in North Africa; the uncertainty of reserve estimates;
risks and uncertainties involving geology of oil and gas deposits;
the uncertainty of estimates and projections in relation to
production; volatility in the capital markets and changes in the
availability of capital generally; risks in conducting foreign
operations, including political and fiscal instability and the
possibility of civil unrest or military action; changes in
government policies or laws; risk that government approvals may be
delayed or withheld; and commercial risks.
Additional assumptions and risks relating to the Company and its
business and affairs, including assumptions and risks relating to
the estimation of reserves, are set out in detail in the Company's
AIF, available on SEDAR at www.sedar.com, and the Corporation's
annual report on Form 40-F on file with the U.S. Securities and
Exchange Commission. Although management believes that the
expectations reflected in the forward-looking information or
forward-looking statements are reasonable, prospective investors
should not place undue reliance on forward-looking information or
forward-looking statements because Sonde can provide no assurance
those expectations will prove to be correct. Sonde bases its
forward- looking statements and forward-looking information on
information currently available and does not assume any obligation
to update the forward-looking information or forward-looking
statements unless required by law.
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.
Sonde Resources Corp.Suite 3100, 500 - 4th Avenue S.W.Calgary,
Alberta, Canada T2P 2V6Sonde Resources Corp.Rene BeaumierChief
Financial Officer(403) 503-7931(403)
216-2374www.sonderesources.com
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