Spartan Delta Corp Announces $1.7 Billion Montney Asset Sale, Distribution of Proceeds to Shareholders, Creation of a New Growth-Oriented Pure-Play Montney Company and Transition of Spartan Delta To Deep Basin Focused Corporation
Calgary, Alberta – March 28, 2023 – Spartan Delta Corp. (“Spartan” or the “Company”) (TSX:SDE) is pleased to announce that it has entered into a definitive purchase and sale agreement (the “Agreement”) with Crescent Point Energy Corp. (“Crescent Point”) which provides for the sale of the Company’s Gold Creek and Karr Montney assets (the “Assets”) for cash consideration of $1.7 billion, subject to customary adjustments as provided for in the Agreement (the “Asset Sale”).
Spartan will transfer 4,000 BOE/d(1) of production in the Pouce Coupe and Simonette areas of north-west Alberta, 500 BOE/d(2) of legacy north-east British Columbia production and 55,769 net undeveloped acres in the Flatrock area of north-east British Columbia (the “Logan Assets”) to “Logan Energy Corp.” (“Logan”), a newly-formed subsidiary of Spartan, which will be led by Richard (Rick) McHardy, as President and Chief Executive Officer, Brendan Paton, as Chief Operating Officer, and certain other members of Spartan’s existing executive team (the “Spin-Out”). The Board of Directors of Logan will include certain members of Spartan’s existing Board of Directors (the “Spartan Board”). It is anticipated that one or more additional independent board members will be announced
in conjunction with the closing.
Spartan will retain and continue to develop its prolific liquids-rich, sustainable production Deep Basin assets, with a focus on returning Free Funds Flow to Spartan Shareholders. The Company will continue to be led by Fotis Kalantzis, as President and Chief Executive Officer, and certain members of the executive team of Spartan. The composition of the Spartan Board will remain unchanged. Spartan intends to return a portion of its Free Funds Flow to Spartan Shareholders through periodic special dividends, while maintaining a strong financial position targeting a leverage ratio of approximately 0.5x debt to cash flow.
“I am pleased to announce the successful conclusion of our strategic repositioning process with our core Montney development asset sale, the creation of a new growth-focused Montney junior company and the retention of our sustainable Free Funds Flow and dividend generating assets in the Deep Basin. We believe this outcome demonstrates the tremendous success and value creation this team has created since our initial recapitalization transaction in December 2019 and the total issuance of $537 million of equity at an average cost of $3.16 per share. I would like to thank our shareholders, our talented employees, our Board, our stakeholders, and other supporters who helped cultivate this successful outcome,” commented Fotis Kalantzis, President & CEO of
Spartan will distribute the proceeds of the Asset Sale, the Logan Shares and the Transaction Warrants (each as defined below) as a return of capital and special dividend to its eligible shareholders (“Spartan Shareholders”).
Spartan Shareholders will receive:
• $9.50 (the “Sale Dividend”) per common share of Spartan (each, a “Spartan Share”)(a);
• 1.0 common share of Logan (each, a “Logan Share”) per Spartan Share. The Company has applied to list the Logan Shares on the facilities of the TSX Venture Exchange (the “TSXV”); and
• 1.0 Logan Share purchase warrant (each, a “Transaction Warrant”) per Spartan Share. Each Transaction Warrant is non-transferrable and will entitle the holder to acquire one Logan Share at an exercise price equal to Logan’s defined net asset value of $0.35 per Logan Share at any time on or before the close of business on July 17, 2023 (the “Distribution” and, collectively with the Asset Sale
and the Spin-Out, the “Transaction”).
In addition, Spartan intends to pay an additional special dividend of $0.10 per Spartan Share to shareholders of record on June 30, 2023, payable on July 17, 2023.
Eligible Spartan Shareholders will receive the Sale Dividend, the Logan Shares and the Transaction Warrants partly as a return of capital and special dividend. See “Meeting and Distribution Details” for guidance and instructions with respect to eligibility to receive the Distribution. Further details regarding the Distribution will be included in an information circular (the “Circular”) to be filed on SEDAR in connection with an upcoming annual general and special meeting of Spartan Shareholders to be held on May 16, 2023 (the “Meeting”).