/NOT FOR DISTRIBUTION TO
Transaction
On
The Assets
The Assets include non-operated interests in certain central
- Production of 50 Boe/d comprised of approximately 24 Bbl/d oil & NGL and 155 Mcf/d of natural gas;
- Projected annualized net operating income of
$340,000 based on Q3 2023 cash flow; - Proved developed producing reserves of 105 Mboe comprised of 16.4 Mbbl crude oil,449.7 MMcf natural gas and 13.6 Mbbl of NGLs with a net present value of
$1,009,400 at a 10 percent discount rate as ofJuly 1, 2023 ; and - Total proven plus probable reserves of 122.6 Mboe comprised of 19.1 Mbbl crude oil, 525.4 MMcf natural gas and 15.9 Mbbl NGLs with a net present value of
$1,151,600 at a 10 percent discount rate.
Upon completion of the Transaction, the current shareholders of Sleeping Giant will hold 7,800,000 Sleeping Giant Shares representing approximately 63.2% of the Sleeping Giant Shares and Harvard will hold 4,550,000 Sleeping Giant Shares representing approximately 36.8% of the outstanding Sleeping Giant Shares. Harvard will be considered an insider and control person of Sleeping Giant as a result of the number of Sleeping Giant Shares expected to be held by Harvard.
Sleeping Giant is not a Non-Arm's
A summary of certain operating cash flow information for the Assets as of
Three months ended | |
Revenue | |
Oil | |
Gas | |
NGL | |
Total Oil, Gas and NGL Revenue | |
Royalty expenses | |
Operating expenses | $(54,999 |
Net Operating Income | |
Proposed Directors and Senior Management Team
Upon completion of the Transaction, the following individuals will comprise the board of directors and management of Sleeping Giant:
Terry is currently the Chief Executive Officer and a director of Sleeping Giant. Terry has served as a director and officer of several public and private corporations, largely associated with the energy industry primarily focused on oil and gas, including: Vice President Business Development
Jonah is currently the Chief Financial Officer and a director of Sleeping Giant. Jonah is also the Chief Financial Officer of Highpoint Developments ("Highpoint"), where he oversees various financial and strategic responsibilities including finance and accounting, investor relations, business development, treasury, and tax. Jonah has a broad range of financial experience in publicly traded oil & gas and energy services companies, including leadership in treasury, banking relations, and financial planning and analysis. Prior to joining Highpoint, Jonah held senior finance and corporate development roles at CES Energy Solutions and Pipestone Energy. Jonah also worked in the audit and M&A advisory practices at Deloitte, where he obtained his Chartered Professional Accountant Designation. Jonah holds a Bachelor of Commerce in Accounting from
Greg is currently a director of Sleeping Giant. Greg is also a strategic advisor for
Jack is currently a director of Sleeping Giant. Jack has over 40 years of experience in construction and technology-enabled engineering. He was President and CEO of
Conditions to the Transaction
Completion of the Transaction is subject to a number of conditions, including but not limited to preparation and filing of a disclosure document, as required by the TSXV (the "Disclosure Document") outlining the definitive terms of the Transaction and describing the business to be conducted by Sleeping Giant following completion of the Transaction, in accordance with the policies of the TSXV; and acceptance by the TSXV.
There can be no assurance that the Transaction will be completed as proposed or at all. It is anticipated that the approval of Sleeping Giant's shareholders will not be required to complete the Transaction.
Sponsorship
Sleeping Giant intends to make an application for an exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Sleeping Giant from all or part of applicable sponsorship requirements.
About Sleeping Giant
Sleeping Giant is a
About Harvard
Harvard is a limited partnership existing under the laws of the Province of
Further Information
All information contained in this press release with respect to Sleeping Giant and the Assets (but excluding the terms of the Transaction) was supplied by Sleeping Giant and Harvard respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other parties.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of TSXV and if applicable pursuant to the requirements of TSXV, majority of the minority approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the Sleeping Giant Shares will remain halted pursuant to Exchange policies.
Neither the
For more information regarding Sleeping Giant, please contact
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain 'forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the Transaction and certain terms and conditions thereof; the business of Sleeping Giant; the completion of the Transaction; the number of Sleeping Giant Shares held upon completion of the Transaction; the board of directors and management of Sleeping Giant upon completion of the Transaction; TSXV sponsorship requirements and intended application for exemption therefrom; regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future prices and the supply of hydrocarbons; future demand for hydrocarbons; inability to raise the money necessary to incur the expenditures required to retain and advance the property; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; risks of the oil and gas industry; delays in obtaining governmental approvals; and failure to obtain regulatory or shareholder approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Sleeping Giant disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
OIL AND GAS MEASURES AND DEFINITIONS
Liquids | |
Bbl | Barrels |
Bbl/d | Barrels per day |
NGLs | Natural gas liquids |
Oil Equivalent | |
Boe | Barrels of oil equivalent |
Boe/d | Barrels of oil equivalent per day |
Natural Gas | |
Mcf | Thousands of cubic feet |
Mcf/d | Thousand cubic feet per day |
MMcf | Millions of cubic feet |
CONVERSIONS OF NATURAL GAS TO 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). Sleeping Giant uses 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.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any state in
SOURCE
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