Highlights:
- MCF Energy acquires European energy interests, including giant
Welchau prospect in Austria to be
spudded before Sept 2023; German
prospect within a proven gas field
- Incoming MCF Energy leadership co-founded Europe focused Bankers Petroleum, which grew
oil production by 2000% and achieved a peak market capitalization
over $2.25 billion, as well as BNK
Petroleum, formerly Europe's
largest subsurface landholder of oil and gas leases
- $8.5 million private placement
proposed fully subscribed with commitments from incoming
management, insiders and institutions
VANCOUVER, BC, Nov. 29,
2022 /CNW/ - Pinedale Energy Limited
(TSXV: MCF.H) ("MCF" or the "Company") (being renamed MCF Energy
Ltd.) is pleased to announce that on November 29, 2022, it has entered into an
assignment agreement and exclusive partnership with Kepis &
Pobe Financial Group Inc. ("KPFG"), a leader in energy
finance and development, to establish MCF as an active explorer and
developer of new natural gas discoveries in Western Europe. Today's announcement provides
MCF with significant hydrocarbon exploration assets in constrained
markets, an accomplished leadership team with deep expertise in
Europe, and initial capital to
fund its commitments.
"MCF Energy was founded to strengthen Europe's energy security and provide critical
resources for the energy transition," commented James Hill, incoming CEO. "Our vision is to
leverage our expertise and capital to build the dominant new clean
oil and gas company in Europe and
deliver value for all stakeholders."
"Our group began seriously evaluating opportunities early this
year," commented Jay Park KC, incoming Executive Chairman. "We
found the landscape starved for capital and in need of fresh ideas.
A comprehensive due diligence was conducted on more than 20 assets.
Farm-in agreements were negotiated on the two highest priority
projects."
"Never before has Europe so
badly needed domestic energy," commented Ford Nicholson, incoming
advisor to MCF Energy. "The race for high-quality energy assets in
Europe is on, and MCF has secured
significant gas potential in some of Europe's safest jurisdictions."
Assets:
KPFG has agreed to assign to the Company (the "Assignment") its
rights under two Joint Development Agreements covering projects in
Germany and Austria. The first of these Joint Development
Agreements (the "ADX Agreement") is with ADX VIE GmbH ("ADX") in
respect of ADX's Welchau Well and the Welchau Area in Austria where MCF Energy can earn up to a 40%
interest.
The Welchau gas prospect is located in the foothills of the
Austrian Alps and is analogous to the large anticline structures
discovered in Kurdistan and the
Italian Apennines. Welchau has a relatively shallow target of
approximately 1220 m True Vertical
Depth, with a projected Total Depth of 1700 meters to evaluate all
the potentially productive zones. The well is located with road
access to the planned drilling location and a short tie-in distance
to the national gas pipeline network of approximately 18 km.
Welchau is located up-dip from a gas discovery (Molln-1 well)
drilled in 1989 which intersected a greater than 400 m gas column, with 900 meters interpreted
from pressure data. The well tested condensate rich, pipeline
quality gas (maximum flowrate of 3.5 mmcfpd with 40 barrels of
condensate per mmcf) (refer to Figure 2).
The main target at Welchau, as well as the productive Molln 1
well, is the Triassic Steinalm Formation, a fractured carbonate
reservoir trapped in a trending ramp anticline with more than 20 km
lateral extent and 100 km2 maximum closure area. The structure is
defined by extensive outcrop mapping and balanced 2D cross sections
along a profile parallel to the North-South shortening
direction.
Pursuant to the ADX Agreement, KPFG will fund up to 50% of the
exploration drilling costs for the Welchau Well to a vertical depth
needed to test the target Triassic limestone. The estimated
exploration drill costs of the Welchau Well are EUR 3.81 million. Upon paying a 50% share of the
costs KPFG will earn a 50% share of cost hydrocarbons and a 20%
share of profit hydrocarbons, as defined in the ADX Agreement.
Following payment of its initial 50% share, KPFG will thereafter be
required to fund its profit hydrocarbon interest of the Welchau
Well costs until the well is evaluated, cased and suspended, or
completed, tested and tied in to production facilities. In
addition, ADX has agreed to provide KPFG with an option,
exercisable until January 21, 2023,
whereby KPFG may elect to increase its participation interest in
the Welchau Well and the Welchau Area to 100% of the cost
hydrocarbons and a 40% share of the profit hydrocarbons by funding
100% of the exploration drill costs. In consideration for the grant
of the Option, KPFG has agreed to pay a fee of EUR 100,000 to ADX within 10 days of entering
into the Joint Development Agreement, which fee will be offset
against its obligation to fund the Welchau Well long lead items if
the Option is exercised. It is anticipated that the Welchau
Well will be spudded on or before September
30, 2023.
The second of these Joint Development Agreements (the "Genexco
Agreement") is with Genexco GmbH in respect of Genexco's
exploration rights in the Reudnitz prospect and other opportunities
in Germany. The Reudnitz prospect
is a confirmed gas accumulation established by three previously
drilled and abandoned wells, and a production licence application
has been commenced. Pursuant to the Genexco Agreement, several
additional 3D seismic controlled prospects in Germany are in the application stage, as
directed by KPFG, and assignable to MCF, as well.
In consideration for the Assignment, the Company will issue an
aggregate of 25 million MCF common shares at an effective share
price of $0.20 per common share to
certain current KPFG stakeholders, including Jay Park KC,
James Hill and Ford Nicholson.
Leadership:
James Hill is expected to be
appointed CEO and a Director of MCF. Mr. Hill is a professional
geologist with over 40 years of technical and executive level
experience in petroleum and natural gas exploration and
development. Mr. Hill is the former Vice President of Exploration
for BNK Petroleum and Bankers Petroleum.
Jay Park KC is expected to be appointed Executive Chairman of
MCF. He is a renowned energy lawyer and entrepreneur based in
London, UK. Mr. Park has provided
legal advice to energy projects globally for over 40 years. He is
the founder of Park Energy Law and former Chairman and CEO of
Reconnaissance Energy Africa.
General Wesley Clark, a former
director of Bankers Petroleum and BNK Petroleum, has agreed to join
MCF Energy's Board of Directors. General Clark served 38 years in
the United States Army. His last
military position was NATO's Supreme Allied Commander and the
Commander-in-Chief of the U.S. European Command. He now heads his
own strategic advisory and consulting firm, Wesley K. Clark & Associates. General Clark
graduated first in his class from West Point. He has received
numerous honorary degrees and awards including the Presidential
Medal of Freedom, the Silver Star, Purple Heart and honorary
knighthoods from the United
Kingdom and the
Netherlands.
Accomplished energy executive Ford Nicholson has agreed to join
MCF as a strategic advisor to help steer its growth. Mr.
Nicholson was a co-founder of
Nations Energy, acquired by CITIC for US $1.91 billion in 2006. He was Deputy Chairman of
InterOil, acquired by ExxonMobil for US $2.5
billion in 2016. Mr. Nicholson was a co-founder and director of
Bankers Petroleum, an oil producer in Europe acquired by Geo Jade for $575 million in 2016. He co-founded BNK
Exploration which conducted explorations in six European countries.
Mr. Nicholson also serves as
Managing Director of KPFG.
Gordon Keep, who was an early
partner of Nicholson in
establishing Bankers Petroleum, will also join MCF as a strategic
advisor. Mr. Keep is an experienced investment banking executive
who has helped found several significant natural resources ventures
including Endeavour Mining, Lithium X Energy and Wheaton Precious
Metals.
MCF Energy will appoint two additional experienced directors to
its board on closing.
Financing:
In connection with the Assignment, the Company is undertaking a
non-brokered financing (the "Financing") of up to 42,500,000
subscription receipts at a price of $0.20 per subscription receipt for gross proceeds
of $8,500,000. Each subscription
receipt will convert into one common share of the Company
concurrently with closing of the Assignment. The Financing is fully
subscribed with commitments from incoming management, existing
shareholders and institutions. The proceeds from the Financing will
be held in escrow pending closing of the Assignment and will be
used to fund the Company's initial obligations under the ADX and
Genexco Agreements and for general working capital. New securities
issued under the Financing will have a four month hold period from
the closing of the transaction.
The Company anticipates that the Assignment and the Financing
will constitute the reactivation of the Company from the NEX Board
under Exchange policies, and that upon closing, the Company will be
listed on Tier 2 of the Exchange as an Oil & Gas Issuer.
Trading in the shares of the Company will remain halted until
closing of the transaction. Both the Financing and the acquisition
of the Assignment are subject to a potential finders fee, not to
exceed the 5% of the gross proceeds raised from subscriptions in
the Financing, and the gross value of the Assignment, introduced by
certain arm's length finders (the 'Finders Fee'). Final approval of
the Assignment, the Financing, payment of any Finders Fees and the
reactivation are subject to TSXV approval. The Assignment is
an arm's length transaction.
Completion of the private placement is subject to the acceptance
for filing of the TSX Venture Exchange. The securities issued by
the Company in connection with this offering are subject to a
four-month "hold period" as prescribed by the TSX Venture Exchange
and applicable securities laws.
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Cautionary Statements:
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PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
Forward-Looking Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. The information in this news release about the
completion of the proposed transaction and financing described
herein, and other forward-looking information includes but is not
limited to information concerning the intentions, plans and future
actions of the parties to the transactions described herein and the
terms of such transaction. Factors that could cause actual
results to differ materially from those described in such
forward-looking information include, but are not limited to, risks
related to the Company's inability to perform the proposed
transactions.
The forward-looking information in this news release reflects
the current expectations, assumptions and/or beliefs of the Company
based on information currently available to the Company. In
connection with the forward-looking information contained in this
news release, the Company has made assumptions about the Company's
ability to complete the planned transaction and activities. The
Company has also assumed that no significant events will occur
outside of the Company's normal course of business. Although the
Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
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accordingly undue reliance should not be put on such information
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SOURCE Pinedale Energy Limited Profile
