March 23, 2017

Prairie Provident Closes Strategic Light Oil Asset Acquisition, Increases Credit Facility and Reiterates 2017 Production Growth Guidance

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CALGARY, ALBERTA (March 23, 2017) – Prairie Provident Resources Inc. (“Prairie Provident” or “PPR” or the “Company”) (TSX: PPR) is pleased to announce the completion of its previously announced acquisition of strategic assets in the Greater Red Earth area of northern Alberta (the “Assets”) for cash consideration of $41.0 million (the “Acquisition”). The Assets include high-quality and low-decline oil production which is complementary to Prairie Provident’s existing operations at Evi in the Peace River Arch and further enhances the Company’s size and competitive position.  The Acquisition reinforces the Company’s growth profile by adding a stable and predictable base of cash flow that is capable of funding repeatable growth.

The Acquisition was funded through Prairie Provident’s credit facility, which has been increased by $10.0 million to $65.0 million following closing of the Acquisition, and through proceeds from the recently closed $4.0 million bought deal equity financing of subscription receipts (“Subscription Receipts”).

Highlights of the Assets:

  • Approximately 1,100 boe/d (98% oil and liquids) of production with a low base decline rate of approximately 10%;
  • Forecast 2017 operating netbacks of approximately $31.00 / boe(1);
  • Forecast 12-month run rate funds from operations of approximately $12 million(1); and
  • Potential to optimize PPR’s existing waterflood with seven approved schemes.

Impact of the Acquisition:

  • Approximately 6,500 boe/d (64% oil and liquids) of current production, with annual 2017 average volumes expected between 6,100 and 6,600 boe/d (60 – 65% oil and liquids) and exit production expected between 7,500 boe/d and 8,000 boe/d;
  • 2017 capital budget is maintained at $25 million to $35 million, which will flex depending on commodity prices;
  • Forecast 2017 funds from operations anticipated between $31 to $35 million(1), primarily directed to funding the 2017 capital program, with excess funds from operations directed to debt repayment;
  • Debt to 12-month forward adjusted EBITDAX ratio is estimated at approximately 1.3 times, with the intention to bring that ratio in line with PPR’s target run-rate level of approximately 1.0 times over the coming quarters; and
  • Proximity to PPR’s existing asset base provides operational and technical synergies, while economies of scale and operational optimization in the area are expected to reduce operating costs by $2.00/boe while improving the Company’s ability to compete for services.

Note:

  • Assumes 2017 average WTI US$54.00, and FX rate of C$0.76 per US$1.00. See “Oil and Gas Metrics and Non-IFRS Measures” below.

Given the complementary nature of the Acquisition, integration of the Assets into PPR’s existing operations at Evi have already commenced.  The Company will announce its fourth quarter and year-end 2016 financial and operating results on March 29, 2016. The results will include an operations update on first quarter 2017 activity to date, including further information on the first four Ellerslie wells from the 2017 budget which the Company has now drilled and cased.

As previously announced, the Company issued 5,971,000 Subscription Receipts at a price of $0.67 per Subscription Receipt, and 5,195,000 common shares issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) (“Flow-Through Shares”) at a price of $0.77 per Flow-Through Share, for total gross proceeds of approximately $8.0 million (the “Offering”).  In accordance with their terms, each Subscription Receipt was automatically exchanged, for no additional consideration and without any action required on the part of the holder, for one common share of the Company (an “Underlying Share”) and one-half of one common share purchase warrant (each whole warrant, an “Underlying Warrant”) in connection with closing of the Acquisition, and the net proceeds of approximately $3.9 million from the sale of Subscription Receipts under the Offering were released to the Company from escrow.  Each Underlying Warrant entitles the holder to acquire one common share at an exercise price of $0.87 per share until March 16, 2019.  The Underwriters led by Mackie Research Capital Corporation have an over-allotment option exercisable in whole or in part at any time prior to April 15, 2017 to purchase up to an additional 15% of the number of Subscription Receipts and Flow-Through Shares sold at the Offering prices, for total additional gross proceeds of up to approximately $1.2 million. In the event and to the extent the Underwriters exercise the option to purchase additional Subscription Receipts, an equal number of Underlying Shares and one-half of such number of Underlying Issues will be issued in lieu of the Subscription Receipts.

Further details regarding PPR, the Acquisition and the Offering are set out in the Company’s short form prospectus dated March 8, 2017, which is available under Prairie Provident’s profile on the SEDAR website and on the Company’s website at www.ppr.ca .

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the United States or in any other jurisdiction in which any such offer, solicitation or sale would be unlawful.  The securities to be offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and may not be offered or sold in the United States or to U.S. Persons (as that term is defined in Regulation S under the 1933 Act) except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws.