Pipestone Energy Corp. Announces Closing of $70 Million Convertible Preferred Share Financing Transaction and Provides Operations and Risk Management Updates

Pipestone Energy Corp. (“Pipestone Energy” or the “Company”) is pleased to announce that following receipt of overwhelming approval at the annual and special meeting of the shareholders of Pipestone Energy held on September 14, 2020 (the “Shareholder Meeting”), it has closed the previously announced financing (the “Financing”) pursuant to subscription agreements with Riverstone V EMEA Holdings Cooperatief U.A. which was subsequently assigned to Riverstone Pipestone LP (“Riverstone”), certain hedge fund and private client accounts of GMT Capital Corp. (“GMT Capital”), and GMT Exploration Company LLC (“GMT Exploration” and collectively with Riverstone and GMT Capital, the “Investors”).

Pursuant to the terms of the Financing, the Investors acquired convertible preferred shares (the “CP Shares”) in the Company with an initial liquidation preference of $70 million, equivalent to 70,000 CP Shares. The CP Shares have a conversion price of $0.85 per common share of Pipestone Energy (the “Common Shares”) and have a term of five years. The CP Shares were sold at a price of $970 per share and entitle the Investors to an annual dividend of 6.5% per year that is payable quarterly in-kind, or in cash after 2 years from issuance, at the sole option of Pipestone Energy. The proceeds to Pipestone Energy are approximately $67 million, net of anticipated transaction costs. At closing of the Financing, the Company entered into: (i) a registration rights agreement with Riverstone and GMT Capital that provides customary demand and piggy-back registration rights and (ii) nomination agreements with Riverstone and GMT Capital that provide for certain director nomination rights. Further details regarding the CP Shares, the Financing, and related matters were contained in a management information circular of the Company dated August 10, 2020 mailed to shareholders of record as of August 11, 2020, in connection with the Shareholder Meeting.

While the CP Shares will not be listed on any stock exchange, the Company has reserved the underlying Common Shares issuable upon conversion of the CP Shares for listing on the TSX Venture Exchange (the “TSXV”) and received TSXV approval. The CP Shares and underlying Common Shares are subject to a 4-month hold period from the date of issuance of the CP Shares under applicable Canadian securities laws. Holders of the CP Shares will be entitled to vote on all shareholder matters alongside existing holders of the Common Shares on an “as-converted” basis. Post the Financing, the CP Shares represent approximately 30% of Pipestone Energy’s pro forma shares outstanding on a fully diluted basis.

Osler, Hoskin & Harcourt LLP acted as Pipestone Energy’s legal advisor. Bennett Jones LLP and Vinson & Elkins LLP acted as legal advisors to Riverstone.

As previously disclosed in the Company’s news release dated August 5, 2020, utilizing proceeds from the Financing the Company is pursuing the resumption of its development plan beginning in September 2020.

Expected Development Activity Summary

3 Year Corporate Growth Trajectory ⁽¹⁾

1. 3 year plan derived by utilizing, among other assumptions, historical Pipestone Energy production performance and current capital and operating cost assumptions held flat for illustration only. Budgets and forecast beyond 2020 have not been finalized and are subject to a variety of factors. The Company expects to have sufficient liquidity under its existing C$225MM Credit Facility, including the management of working capital, to execute the development program; Pipestone Energy also expects that its credit availability will grow as a result of significantly increased production and proved developed reserves over the next two years.
2. Price assumptions: Rem. 2020 = September 14, 2020 strip pricing | 2021 = US$42 WTI; $2.25 AECO; $0.74 CAD | 2022 = US$44 WTI; $2.25 AECO; $0.74 CAD.
3. See “Advisory Regarding non-GAAP Measures”. Forecast represents the mid-points of the anticipated production ranges. Net Debt excludes Convertible Preferred Shares as no cash liability and includes Working Capital Deficit.
4. Capex includes all anticipated DCE&T, infrastructure and other capital expenditures, but excludes capitalized G&A. 2020 CAPEX increased from $60 million previously.

The Company anticipates that the H2 2020 and 2021E development activity will allow Pipestone Energy to fill the currently built in-field infrastructure and position it to be almost free cash flow neutral in 2022E, inclusive of its growth capital spend. In addition, it is expected the growth program will result in improved leverage metrics each year.

Additionally, the Company expects to generate significant free cash flow above its maintenance requirements after 2022, which at that point could be directed towards a combination of growth and shareholder returns.

Operations Update

Pipestone Energy kicked off drilling operations on the 3-12 pad in early September 2020. This pad is expected to be completed in November and available for production by year-end 2020.

The Keyera Wapiti Gas Plant (“Keyera Plant”) continues to be down with an unplanned outage relating to an issue relating to the Waste Heat Recovery System. Keyera Corp. (“Keyera”) has made positive progress on its repairs to the affected equipment and believes that the Keyera Plant will be operational at full capacity during the week of September 21^st, 2020. As noted in the table above, based on this expected timeline, the Company is re-instating its 2020 annual production guidance to 15,000 – 16,000 boe/d with a proportionate decrease in its cash flow, and year end net debt guidance unchanged. If the Company receives information that materially changes the expected timeline to repair the Keyera Plant, Pipestone Energy will provide a further update to the market.

Risk Management Update

To support its growth capital program in 2021, the Company continues to implement a robust commodity price risk management program. Currently for full year 2021, the Company is hedged ~2,800 bbl/d of Canadian Dollar WTI at a weighted average price of ~C$57/bbl and has ~40,000 GJ/d of AECO natural gas hedged at a weighted-average price of $2.32/GJ. Additionally, Pipestone Energy has begun to layer on Edmonton Condensate differential hedges for Q1 2021, with 2,000 bbl/d swapped at an average US$0.13/bbl discount to WTI. 

Pipestone Energy Corp.

Pipestone Energy Corp. is an oil and gas exploration and production company with its head office located in Calgary, Alberta. The company is focused on developing its pure-play condensate-rich Montney asset in the Pipestone area near Grande Prairie. Pipestone Energy is committed to building long term value for our shareholders and values the partnerships that it is developing within its operating community. Pipestone Energy shares trade under the symbol PIPE on the TSX Venture Exchange. For more information, visit www.pipestonecorp.com.

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