19.09.2007 04:15:00
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Bighorn Petroleum Ltd., Flying a Petroleum Ltd., Tenaka Drilling Consortium Ltd. and Wyn Developments Inc. Announce 51-101 Reserves Estimates and Sign a Binding Amalgamation Agreement
51-101 RESERVES ESTIMATES
Foreword
The following tables summarize the data contained in the Reliance Report and as a result may contain slightly different numbers than the Reliance Report due to rounding. All future cash flows are stated prior to provision for income taxes and indirect costs and after deduction of royalties, estimated future capital expenditures and well abandonment costs. It should not be assumed that the present worth of estimated future cash flows shown below is representative of the fair market value of the reserves. There is no assurance that such price and cost assumptions will be attained and variances could be material. The Company's recovery and reserve estimates of natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein. Political and economic uncertainties domestically and internationally may result in forecast prices different from those used in the report.
This Reliance report does not provide estimates or reserves for the approximately 50 square miles across all properties that have not been drilled and are considered highly prospective. The Reliance 51-101 F1 reserve statement only estimates proven and probable reserves on all drilled lands which comprise of 1 full Prophet River section (approx. 1 square mile), 4 half spacing sections at Bougie Trutch (approx. 2 square miles) and 1 half section at Trutch East (approx. 1/2 of 1 square mile). The 51-101 F1 statement does not contain any possible reserves which have been allocated to any sections. The complete 51-101 F1 Statement of Reserves Data, dated as of the Partners' fiscal year ends and prior to any production, is available at www.sedar.com.
Key Definitions
Proved Reserves
Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves. There is a 90% probability that at least the estimated proved reserves will be recovered.
Probable Reserves
Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves. There is a 50% probability that at least the sum of the estimated proved reserves plus probable reserves will be recovered.
Possible Reserves
Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves. There is a 10% probability that at least the sum of the estimated proved reserves plus probable reserves plus possible reserves will be recovered.
Further definition and explanation of the terms and methods utilized in this calculation can be found in section 5 of the Canadian Oil and Gas Evaluation Handbook.
Pricing Assumptions
Forecast Prices and Costs
Reliance used the following pricing, exchange rate and inflation
rate assumptions as of January 31, 2007 in estimating the Partners'
reserves data using forecast prices and costs.
Crude Oil Natural NGLs
Gas
---------------------------------------------
Edmon- Bow
ton Par River
Price Medium British
WTI 40 25.3 Columbia Infla-
Cushing degrees degrees NGL Exchange tion
Oklahoma API API Spot Mix Rate Rate
-------------------------------------------------------------
($US/ ($/ ($/ ($/ ($/ ($US/ (%/
bbl) bbl) bbl) MMBtu) bbl) $Cdn) Year)
2007 62.00 70.25 49.00 7.05 59.10 0.87 1.50
2008 60.00 68.00 49.00 7.30 55.85 0.87 1.50
2009 58.00 65.75 48.75 7.60 54.05 0.87 1.50
2010 57.00 64.50 48.25 7.65 53.00 0.87 1.50
2011 57.00 64.50 49.00 7.70 53.00 0.87 1.50
2012 57.50 65.00 49.50 8.00 53.35 0.87 1.50
2013 58.50 66.25 50.25 8.12 54.15 0.87 1.50
2014 59.75 67.75 51.50 8.24 54.96 0.87 1.50
2015 61.00 69.00 52.50 8.37 55.79 0.87 1.50
2016 62.25 70.50 53.50 8.49 56.62 0.87 1.50
2017+ 63.50 71.75 54.50 8.62 57.47 0.87 1.50
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Escalation Rate of 1.5% thereafter
BIGHORN 51-101 RESERVE ESTIMATES
Bighorn's Summary of Oil and Natural Gas Reserves - Forecast
Prices and Costs
Gross Reserves Net Reserves
--------------------------------------------------------
Light Light
and Natural and Natural
Medium Natural Gas Medium Natural Gas
Oil Gas Liquids Oil Gas Liquids
(Mbbl) (MMcf) (Mbbl) (Mbbl) (MMcf) (Mbbl)
-----------------------------------------------------------------
Proved
Developed
Producing - - - - - -
Developed
Non-
Producing - 733 - - 528 1.3
Undeveloped - - - - - -
-----------------------------------------------------------------
Total Proved - 733 - - 528 1.3
Probable - 2133 - - 1430 1.8
-----------------------------------------------------------------
Total Proved
Plus Probable - 2866 - - 1958 3.1
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Bighorn's Net Present Value of Future Net Revenue - Forecast
Prices and Costs
After Income Taxes, Discounted at (%/Year)
-------------------------------------------
0 5 10 15 20
-----------------------------------------------------------------
(M$) (M$) (M$) (M$) (M$)
Proved
Developed
Producing - - - - -
Developed
Non-Producing 2,269 1,751 1,391 1,131 940
Undeveloped - - - - -
-----------------------------------------------------------------
Total Proved 2,269 1,751 1,391 1,131 940
Probable 6,034 4,643 3,688 3,004 2,494
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Total Proved
Plus Probable 8,303 6,394 5,079 4,135 3,434
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The Company's non-capital losses of previous years combined with
the Corporate Tax Pools results in no income tax being paid, and
therefore the before tax present values are the same as the after
tax present values. Bighorn's report is dated as of January 31st,
2007, not Bighorn's December 31st, 2007 year end as the Company
had no revenue from production nor reserves as of that date. The
January 31st, 2007 51-101 report is being used to value Bighorn's
natural gas assets at the same date as the other amalgamation
Partners.
FLYING A 51-101 RESERVE ESTIMATES
Flying A's Summary of Oil and Natural Gas Reserves - Forecast
Prices and Costs
Gross Reserves Net Reserves
--------------------------------------------------------
Light Light
and Natural and Natural
Medium Natural Gas Medium Natural Gas
Oil Gas Liquids Oil Gas Liquids
(Mbbl) (MMcf) (Mbbl) (Mbbl) (MMcf) (Mbbl)
-----------------------------------------------------------------
Proved
Developed
Producing - - - - - -
Developed
Non-
Producing - 1287 10.0 - 839 7.2
Undeveloped - - - - - -
-----------------------------------------------------------------
Total Proved - 1287 10.0 - 839 7.2
Probable - 2943 14.5 - 1891 10.5
-----------------------------------------------------------------
Total Proved
Plus Probable - 4230 24.5 - 2730 17.7
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Flying A's Net Present Value of Future Net Revenue - Forecast
Prices and Costs
After Income Taxes, Discounted at (%/Year)
--------------------------------------------
0 5 10 15 20
-----------------------------------------------------------------
(M$) (M$) (M$) (M$) (M$)
Proved
Developed
Producing - - - - -
Developed
Non-Producing 3,586 2,844 2,317 1,931 1,641
Undeveloped - - - - -
-----------------------------------------------------------------
Total Proved 3,586 2,844 2,317 1,931 1,641
Probable 8,976 6,725 5,199 4,120 3,330
-----------------------------------------------------------------
Total Proved
Plus Probable 12,562 9,569 7,516 6,051 4,971
-----------------------------------------------------------------
-----------------------------------------------------------------
The Company's non-capital losses of previous years combined with
the Corporate Tax Pools results in no income tax being paid, and
therefore the before tax present values are the same as the after
tax present values.
TENAKA 51-101 ROYALTY ESTIMATES
Summary of Oil and Natural Royalties - Forecast Prices and Costs
Gross Reserves Net Reserves
--------------------------------------------------------
Light Light
and Natural and Natural
Medium Natural Gas Medium Natural Gas
Oil Gas Liquids Oil Gas Liquids
(Mbbl) (MMcf) (Mbbl) (Mbbl) (MMcf) (Mbbl)
-----------------------------------------------------------------
Proved
Developed
Producing - - - - - -
Developed
Non-
Producing - - - - 126 1.3
Undeveloped - - - - - -
-----------------------------------------------------------------
Total Proved - - - - 126 1.3
Probable - - - - 253 1.8
-----------------------------------------------------------------
Total Proved
Plus Probable - - - - 379 3.1
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-----------------------------------------------------------------
Net Present Value of Future Net Revenue - Forecast Prices and
Costs
Before Income Taxes, Discounted at (%/Year)
---------------------------------------------
0 5 10 15 20
-----------------------------------------------------------------
(M$) (M$) (M$) (M$) (M$)
Proved
Developed
Producing - - - - -
Developed
Non-Producing 892 706 578 486 418
Undeveloped - - - - -
-----------------------------------------------------------------
Total Proved 892 706 578 486 418
Probable 1,756 1,336 1,055 858 714
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Total Proved
Plus Probable 2,648 2,042 1,633 1,344 1,132
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-----------------------------------------------------------------
WYN 51-101 RESERVE ESTIMATES
Wyn's Summary of Oil and Natural Gas Reserves - Forecast Prices
and Costs
Gross Reserves Net Reserves
--------------------------------------------------------
Light Light
and Natural and Natural
Medium Natural Gas Medium Natural Gas
Oil Gas Liquids Oil Gas Liquids
(Mbbl) (MMcf) (Mbbl) (Mbbl) (MMcf) (Mbbl)
-----------------------------------------------------------------
Proved
Developed
Producing - - - - - -
Developed
Non-
Producing - 1208 8.5 - 784 6.1
Undeveloped - - - - - -
-----------------------------------------------------------------
Total Proved - 1208 8.5 - 784 6.1
Probable - 2827 12.4 - 1811 9.0
-----------------------------------------------------------------
Total Proved
Plus Probable - 4035 20.9 - 2595 15.1
-----------------------------------------------------------------
-----------------------------------------------------------------
Wyn's Net Present Value of Future Net Revenue - Forecast Prices
and Costs
After Income Taxes, Discounted at (%/Year)
----------------------------------------------
0 5 10 15 20
-----------------------------------------------------------------
(M$) (M$) (M$) (M$) (M$)
Proved
Developed
Producing - - - - -
Developed
Non-Producing 3,320 2,625 2,132 1,772 1,500
Undeveloped - - - - -
-----------------------------------------------------------------
Total Proved 3,320 2,625 2,132 1,772 1,500
Probable 8,571 6,425 4,970 3,942 3,190
-----------------------------------------------------------------
Total Proved
Plus Probable 11,891 9,050 7,102 5,714 4,690
-----------------------------------------------------------------
-----------------------------------------------------------------
The Company's non-capital losses of previous years combined with
the Corporate Tax Pools results in no income tax being paid, and
therefore the before tax present values are the same as the after
tax present values.
FUTURE DEVELOPMENT POTENTIAL
The Partners have also analyzed all known data of the Prophet
River, Bougie Trutch and Trutch East Lands (including 2D and 3D
seismic) to determine their future development potential. The
aforementioned reserves estimates only pertain to proven and probable
reserves on all drilled lands which comprise of 1 full Prophet River
section (approx. 1 square mile), 4 half spacing sections at Bougie
Trutch (approx. 2 square miles) and 1 half section at Trutch East
(approx. 1/2 of 1 square mile). The 51-101 F1 statement does not
contain any possible reserves which have been allocated to any
sections. The Partners have identified approximately 54 additional
prospective development locations across all earned and optioned
lands, broken down as follows:
- 5 additional Mississippian/Halfway Formation dual production
targets on the combined Prophet River lands.
- 9 additional Halfway Formation targets on the combined
Prophet River lands.
- 27 additional Halfway Formation targets on the Bougie Trutch
lands.
- 13 additional Halfway Formation targets on the Trutch East
lands based on earned and optioned lands.
- Multiple Slave Point Formation targets at Prophet River and
Bougie Trutch for future consideration.
The Company is on schedule to start drilling these additional
development locations this 2007/2008 winter season. More detail on
these development plans will be provided once finalized.
THE CANADA GAS CORP. AMALGAMATION
The Partners continue to progress on the proposed business
combination to create a new junior Canadian natural gas development
company, having signed a binding Letter of Amalgamation on
September 12, 2007. The name of the amalgamated company shall be
"Canada Gas Corp." and will be referred to as such henceforth.
Current Share Structures
Warrant Fully
Outstanding & Options Diluted
Bighorn Petroleum Ltd. 27,693,079 11,812,217 39,505,296
Flying A Petroleum Ltd. 76,324,570 26,721,284 103,045,854
Tenaka Drilling
Consortium Ltd. 100 NIL 100
Wyn Developments Inc. 79,965,609 21,611,729 101,577,338
The aggregate assets and liabilities of the Partners', Prophet River, Bougie Trutch and Trutch East assets will become the assets and liabilities of Canada Gas Corp., save and except for Wyn Developments Inc.'s mineral assets together with the accompanying respective liabilities. Wyn Developments will enter into an agreement with an entity created by them (the "Newco") to transfer the Excluded Assets and Liabilities to their Newco in a manner that results in their respective securityholders becoming securityholders of the Newco immediately prior to the effective date of the Amalgamation. Bighorn Petroleum Ltd. and Flying A Petroleum Ltd. will also follow this methodology upon the successful acquisition of a secondary asset prior to the amalgamation. Currently, neither Bighorn Petroleum Ltd. or Flying A Petroleum Ltd. have secondary assets which would constitute qualifying properties for their respective spinout Newcos to obtain a listing on the TSX Venture Exchange. There can be no assurance that they will obtain such assets and be able to proceed and complete plans of arrangement in time for the Partners to meet their planned time line for completion of the amalgamation. These spin outs are all subject to TSX Venture Exchange approval.
The Partners have agreed to the approximate share exchange ratios
predicated upon the independent reserve analysis and subsequent
determination of net asset value of oil and gas assets in aggregate.
The Partners' shareholders will receive approximate share exchange
ratios equivalent to the following:
Canada Gas Corp. Share Exchange Ratios(1):
Bighorn 1.563 Bighorn shares
Petroleum Ltd. for 1 CGC share equals 22,004,150
Flying A 1.9387 Flying A shares
Petroleum Ltd. for 1 CGC share equals 39,368,100
Tenaka Drilling All Tenaka shares
Consortium Ltd. for CGC shares equals 4,298,886
Wyn Developments 2.3294 Wyn shares
Inc. for 1 CGC share equals 34,328,870
Total Canada Gas Corp. common shares
to be issued on the Effective Date: 100,000,000
Number of Canada Gas Corp. Warrants to be held by each Partner's
warrant holders after share exchange(2)(4):
Bighorn Petroleum Ltd. 3,270,633
Flying A Petroleum Ltd. 12,441,998
Tenaka Drilling Consortium Ltd. Nil
Wyn Developments Inc. 7,560,629
Total Canada Gas Corp. Warrants
outstanding on Effective Date: 23,273,260
Number of Canada Gas Corp. Options to be held by each Partner's
option holders after share exchange(3)(4):
Bighorn Petroleum Ltd. 1,760,332
Flying A Petroleum Ltd. 3,149,448
Tenaka Drilling Consortium Ltd. 343,909
Wyn Developments Inc. 2,746,311
Total Canada Gas Corp. Options: 8,000,000
Number of new Canada Gas Corp. Options reserved for grant to
officers, senior management, employees and consultants:
2,000,000
Number of performance shares reserved for issuance to senior
management:
2,000,000
Total Number of Canada Gas Corp. Options, New Options and
Performance Shares granted or available for grant or issue on the
Effective Date of the amalgamation:
12,000,000
Canada Gas Corp. Fully Diluted Share Structure as at the
Effective Date(x):
135,273,260
(x) The fully diluted issued capital as at the effective date of
the amalgamation may vary from the number contained in this
release as a result of share issuances that could occur that are
not contemplated at this time or amendments which may occur to
the terms of the amalgamation agreement.
(1) No fractional shares will be issued pursuant to the
Amalgamation. In the event that the conversions contemplated by
the Amalgamation would result in a shareholder being entitled to
a fractional share, the number of shares to be issued to each
such shareholder will be rounded down to the next whole number of
shares. The ratios are subject to change as a result of audit
reviews dated July 31, 2007 and any other adjustments prior to
the effective date.
(2) Total number of Warrants to be outstanding on the Effective
Date will vary depending on the predecessor warrant expiry,
exercise or issue between the Agreement date and the Effective
Date.
(3) Total number of Options to be outstanding at closing of the
Amalgamation will vary depending on the predecessor option expiry
or exercise between the Agreement date and the Effective Date.
(4) All outstanding share purchase warrants of the Partners will,
at the Effective Date, be adjusted in accordance with the terms
of the certificates representing such warrants, to equivalent
amounts of Canada Gas Corp. warrants and exercise prices based
upon the Share Exchange Ratios described above. The number of
shares underlying each outstanding stock option of each of the
Partners will also be adjusted using this methodology. Upon the
Effective Date, Canada Gas Corp. will undertake to re-price the
outstanding stock options and warrants described subject to
regulatory approvals as well as the acceptance of the TSX Venture
Exchange at either the future financing price or the five day
trading average, provided that such undertaking will not be a
condition to the Amalgamation.
The Partners have proposed that the Board of Directors of Canada Gas Corp. be comprised of 7 Directors including, a nominee from each of the Partners and 3 nominees to be agreed upon by the Partners. The Partners are evaluating opportunities for experienced oil and gas industry personnel to join Canada Gas Corp. on the Board of Directors and as Management, although no decisions have yet been made in this regard. The Partners are also in discussions with interested investment firms respecting proposals for financing Canada Gas Corp. concurrently with the closing of the amalgamation. More information on this financing will be provided when available.
Research Capital Corporation has been engaged to prepare an opinion as to the fairness of the transaction, from a financial point of view, for the shareholders of each of Wyn Developments Inc., Bighorn Petroleum Ltd. and Flying A Petroleum Ltd. ahead of respective information circulars and shareholders meetings on the transaction.
The Partners are anticipating shareholder meetings on the transaction to be held in mid November 2007, and the Canada Gas Corp. amalgamation to close shortly thereafter, ahead of a productive winter 2007/2008 drill season, barring any unforeseen delays.
Dave McMillan, President, CEO, and Director of Wyn Developments Inc. offers the following commentary in relation to the aforementioned items:
"The partners continue working diligently to protect the
investments of and create value for all shareholders. The reserve
evaluations have been performed per industry standard and provide
a starting point towards realizing the full potential of these
natural gas assets. The numerous prospective development
locations across these lands offer an attractive natural gas
weighted growth model for investors moving forward. By combining
the assets, attracting experienced oil and gas management,
financing towards a sustainable growth model, and initiating an
aggressive development plan, Canada Gas Corp. shareholders will
benefit from a strong entity well positioned to realize this
growth and seize upon new opportunities."
ABOUT CANADA GAS CORP.
The Partners are currently active in three natural gas projects;
the Prophet River, Bougie Trutch, and Trutch East natural gas
development projects, all located in the Foothills region of the
prolific natural gas bearing Western Canadian Sedimentary Basin,
northeastern British Columbia, Canada. The Western Canadian
Sedimentary Basin is home to many world-class oil and gas fields, and
features extensive logistical infrastructure. The combined assets of
Canada Gas Corp. will include:
- A combined revenue stream from existing wells in production.
- A 100% working interest in the Prophet River 'A' lands
(approx. 11 square miles).
- A right to earn a 65% working interest in the Prophet River
'B' lands (approx. 10 square miles).
- A 100% ownership of the Prophet River 'A' and 'B' land 3D
seismic data.
- A 100% interest in the recently drilled d-60-E/94-G-15
Prophet River well, which as previously announced, yielded an
initial unstabilized gas flow of up to 7.943 MMcf.d. from the
Mississippian Horizon and excellent gas detection in the
Triassic Halfway Formation. This well has been confirmed a
'new pool discovery' by the British Columbia Oil and Gas
Commission.
- A 32.5% gross working interest in the Bougie Trutch and
Trutch East lands, including a third party overriding
royalty, subject to various terms.
- Milestone third party bonuses and stock payments from third
parties for successful tie-in on the Trutch East lands.
- A 32.5% interest in 14,217 meters of six inch pipeline from
the Tommy Lake field to the c-36-A well, and a total of
1,688 meters of four inch pipeline from c-36-A to the b-56-A
and c-25-A wells.
- A 32.5% gross working interest 5 Triassic Halfway Formation
wells: Three Triassic Halfway wells producing since February
2007, one well currently shut-in and another suspended until
the 2007/2008 winter season's completion program.
- A combination of approximately $29 million in tax pools, plus
government royalty and exploration credits.
- A British Columbia Oil and Gas Commission issued Operator's
license.
The transaction is subject to the parties completing final due diligence and entering into a further definitive agreement providing for the specific mechanics to complete the transaction, as well as all requisite regulatory, court and shareholder approvals and acceptances, and the satisfaction of all conditions precedent and other conditions customary in transactions of this nature.
Mr. Thomas W. Bainbridge P.Geol., is the qualified consultant for the Company's natural gas projects and has reviewed and verified the contents of this news release.
Mr. A.J. Shah, P.Eng, of Reliance Engineering Group Ltd. has prepared these reserves evaluations in compliance with national instrument 51-101 policy.
For more information on the Partners, please visit
www.wyndevelopments.ca, www.bighornpetroleum.com and
www.flyingapetroleum.com.
On Behalf of the respective boards,
WYN DEVELOPMENTS INC. FLYING A PETROLEUM INC.
"David McMillan" "Nash Meghji"
------------------ ------------------
David McMillan Nash Meghji
President & CEO President and CEO
BIGHORN PETROLEUM LTD. TENAKA DRILLING CONSORTIUM LTD.
"Darren Stevenson" "Alistair MacLennan"
------------------ ------------------
Darren Stevenson Alistair MacLennan
President & CEO President and CEO
COMPANY CONTACT INFORMATION
BIGHORN PETROLEUM LTD.
Suite 605, 535 Howe Street
Vancouver, B.C. Canada V6C 2Z4
Tel: (604) 683-7837
Fax: (604) 683-7881
info@bighornpetroleum.com
FLYING A PETROLEUM LTD.
Penthouse, 535 Howe Street
Vancouver, B.C. Canada V6C 2Z4
Tel: (604) 683-0466
Fax: (604) 685-8474
Toll Free: (800) 665-3250
info@flyingapetroleum.com
TENAKA DRILLING CONSORTIUM LTD.
Suite 718-744 West Hastings st.
Vancouver, BC, Canada V6C 1A5
Tel: (604) 684-1007
Fax: (604) 684-3033
alistair@urg.ca
WYN DEVELOPMENTS INC.
Wyn Developments Inc.
520 - 700 West Pender Street
Vancouver, BC, V6C 1G8
(604) 685-5851 or Toll Free: (888) 685-5851
Fax: (604) 685-7349
Email: chad@urg.ca
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements including expectations of future production. More particularly, this press release contains statements concerning Wyn Developments Inc. future production estimates, expansion of oil and gas property interests, exploration and development drilling, regulatory applications, payout estimates, capital expenditures, and drilling locations to be drilled in 2007. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price, price and exchange rate fluctuation and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Additional information on these and other factors that could affect Wyn's operations or financial results are included in Wyn Developments' reports on file with Canadian securities regulatory authorities. The forward-looking statements or information contained in this news release are made as of the date hereof and Wyn Developments undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Oil and Gas Advisory. This press release contains disclosure expressed as "boe". All oil and natural gas equivalency volumes have been derived using the ratio of six thousand cubic feet of natural gas to one barrel of oil. Equivalency measures may be misleading, particularly if used in isolation. A conversion ratio of six thousand cubic feet of natural gas to one barrel of oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the well head. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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