Tanager Energy Inc. Announces Intent to Acquire Giddings Field Austin Chalk Assets for US$110 Million, Proposed US$10,400,000 Private Placement and Significant Corporate Changes

Source Press Release
Company Paleo Resources Inc. 
Tags Equity Financing, Financing, Corporate Deals, Deals, Shale Oil, Shale Gas, Eagle Ford, Unconventional Resources, Upstream Activities
Date March 27, 2018

Tanager Energy Inc. (“Tanager” or the “Corporation”) (TSX-V:TAN) (OTCQB:TANEF) is announcing today a series of proposed significant transactions.

Tanager has entered into a non-binding letter of intent (the “Letter of Intent”) to purchase Titan Chalk, Inc. and Haloroc Technologies, Inc. (collectively referred to as the “Sellers”) in exchange for US$110,162,250 to be paid with Common Shares of Tanager at a price of CDN$0.1634 per share and three (3) year warrants in the amount of US$11,061,225 at a strike price of CDN$1.00 per share. The proposed acquisition (the “Proposed Transaction”) will deliver rights to approximately 40,059 net mineral acres of prospective Austin Chalk mineral leases in Washington, Austin, Fayette, Lee, Burleson and Brazos Counties, Texas and 55 producing wells.

Additionally, Tanager announces that it intends to complete a non-brokered private placement offering of common shares in the capital of Tanager (“Common Shares”) at a price of CDN$3.268 per Common Share (on a post-Consolidation basis), for gross proceeds of up to CDN$13,600,080 (US$10.4 million) (the “Private Placement”). Closing of the Private Placement is conditional upon the following: (i) completion of the Proposed Transaction; (ii) a continuance of Tanager from Alberta to British Columbia (the “Continuance”); (iii) a name change of the Corporation to “HB2 Energy, Inc.” (the “Name Change”), or such other name as the board of directors of the Corporation determines; (iv) a consolidation (the “Consolidation”) of the Common Shares on the basis of 20 pre-Consolidation Common Shares for 1 post-Consolidation Common Share; (v) the appointment of two new directors to the board of directors of Tanager to replace two resigning directors; and (vi) the appointment of Sam Haskell as Chief Financial Officer of the Corporation.

The Private Placement

Haloroc Energy, Inc. (“Haloroc”) has agreed to subscribe to purchase Common Shares under the Private Placement for an aggregate purchase price of up to US$10,000,000, subject to reduction at the election of Tanager in an amount of up to, but not exceeding, US$5,000,000, provided that third parties acceptable to Tanager subscribe for Common Shares under the Offering such that the total amount raised under the Private Placement is not less than US$10,000,000. In consideration for the commitment to purchase CommonShares, Tanager intends to issue to Haloroc, upon closing of the Offering, 1,000,383 Common Share purchase warrants (“Warrants”) (on a post-Consolidation basis), with each Warrant entitling the holder to acquire an additional Common Share (on a post-Consolidation basis) at a price of CDN$3.268 per share (on a post-Consolidation basis), exercisable for a period of three (3) years from the date of issuance.

The securities issued in connection with the Private Placement will be subject to a four month restriction from the date of closing. The net proceeds from the Private Placement will be used to develop the Gen 3 Austin Chalk assets, replenish working capital and for general corporate purposes.

A special shareholder meeting is proposed to be held on May 14, 2018 in Austin, Texas for Tanager shareholders to vote on certain proposed corporate actions summarized in this release, which will be detailed further in a management proxy and information circular (the “Proxy and Information Circular”), expected to be filed and circulated no later than April 10, 2018.

The Gen 3 Austin Chalk Play

Tanager’s acquisition targets two companies that have assembled a substantial acreage position in the heart of an emerging Austin Chalk formation play in Giddings Field in portions of Washington, Austin, Fayette, Lee, Burleson and Brazos Counties, Texas. This play is referred to internally as the Gen 3 Austin Chalk.  In the core area of the Gen 3 Austin Chalk Play, the Austin Chalk has substantial matrix porosity, thickness and hydrocarbon saturation, which permits a reliable calculation of minimum reservoir volume from well logs and other traditional geologic mapping techniques.  In these areas, the Austin Chalk has been shown to respond to the application of high intensity, modern multi-stage plug and perf frac techniques originally developed for and implemented in shale plays such as the Eagle Ford shale.

Significant offset operators in the play include EOG Resources, Inc., WildHorse Resource Development Corp., BlackBrush Oil & Gas, L.P. (an Ares Management portfolio company), GeoSouthern Energy Corporation, Verdun Oil Company (an EnCap portfolio company), and EnerVest, whose Austin Chalk assets are being rolled into Magnolia Oil & Gas Corporation through a recently-announced US$2.66 billion transaction with TPG Pace Energy Holdings. Of significant note is the presence of both BlackBrush and  EOG Resources in the play, as both companies were pioneers in stimulating the Austin Chalk through high intensity perf and plug fracs with great success in their Karnes County, Texas Eagle Ford acreage positions.  BlackBrush divested a significant portion of its Karnes County Austin Chalk acreage in 2016 in a transaction with EnerVest. For more information, please see the press release of TPG Pace Energy Holdings Corp. dated March 20, 2018, available on TPG Pace Energy Holdings Corp.’s website at  .

Tanager’s proposed acquisition includes approximately 28,650 net mineral acres of operated leases that are held by production, along with 54 producing legacy Austin Chalk wells, 7,000 net mineral acres of operated undeveloped mineral leasehold, and 4,400 net mineral acres (13,200 gross acres) of non-operated leasehold operated by BlackBrush Oil & Gas, L.P.  The proposed acquisition is subject to title duediligence and customary adjustments for net mineral acres conveyed at closing.  The Sellers may continue to acquire additional acreage prior to closing.

Mr. Roger S. Braugh, Jr., a director of the Corporation, is the President and a holder of 50% of the stock of Titan Chalk, Inc.  In addition, Christopher J. Pettit, a director of the Corporation, controls Chris Pettit & Associates, PC, which is the trustee of a trust that is the holder of 50% of the stock of Titan Chalk, Inc.  Accordingly, the Proposed Transaction with Titan Chalk, Inc. is considered a “related party transaction” under TSX Venture Exchange (“TSXV”) Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), and is subject to the minority approval requirements, which will be sought at the upcoming special meeting of the shareholders of Tanager to be held on May 14, 2018. The Corporation has determined that there is an exemption available from the formal valuation requirement of TSXV Policy 5.9 and MI 61-101 for the Proposed Transaction (Formal Valuation - Issuer Not Listed on Specified Markets). 

Management Restructuring

To manage and develop the assets proposed to be acquired, Tanager plans to augment and restructure its corporate management. Haloroc has proposed that Craig Perry and Michael Bertuccio will be appointed to the board of directors of Tanager upon the resignation of current Tanager directors Tom Crain and Chris Pettit. It is expected that current director Roy Hudson will remain on the board of directors and will be replaced after the Continuance has been effected.

Craig Perry – Founder & CEO, Haloroc Holdings, Haloroc Energy, Inc., Haloroc Technologies, Inc.

Craig Perry leads all investment initiatives at Haloroc.  His investment experience includes financial companies, technology, real estate, restaurants, energy, and wireless spectrum.  Prior to founding Haloroc, Craig was a Managing Director at Panning Capital. From 2008 to 2012, Craig was a founding partner at Sabretooth Capital Partners.  Previously, Craig held positions at Swiss Re Financial Products Corporation and Credit Suisse Group as a portfolio manager with a focus on equities and distressed credit.   Craig is an owner and board member of Cortland Partners.

Mr. Perry graduated summa cum laude from Princeton University with a Bachelor of Arts in Economics. 

Upon closing of the transactions, Mr. Perry will serve as Chairman of the Board of Directors for HB2 Energy, Inc.

Michael J. Bertuccio – President & CEO, Onager Energy Management

Mr. Bertuccio is the Founder and CEO of Onager Energy Management, a unique energy investment firm that originates, structures and transacts as principal in the up-, mid- and down-stream oil and gas markets. Onager distinguishes itself with its “Refreshed Merchant Investment” (“RMI”) model - a quantitative, systematic platform that utilizes proprietary financial valuation models mated with techniques as operator and optimizer of physical assets. Mr. Bertuccio began his career 28 years ago as a merchant in the global physical oil and petrochemical industry, evolving upstream to crude oil and feedstocks and the wholesale power markets as merchant, marketer, banker and asset owner. Prior to founding Onager and its predecessor company Ouray Energy in 2016, he was the Head of Principal Investments & Origination for Glencore, the largest global commodities merchant and diversified natural resource company. Prior to Glencore, Mr. Bertuccio was a Managing Director and Head of Structured Oil at JPMorgan, where he was responsible for transactions that contributed to the investment bank’s ascension as the top Wall Street commodity group in 2013. Prior to JPMorgan, Mr. Bertuccio worked for several trading entities including Vitol, BP and Mitsubishi International, and has served on the boards of hedge funds North Asset Management and Clarksons Shipping Fund. Mr. Bertuccio is a graduate of Harvard University where he was also a three-year varsity letterman on the football team. He is a long-serving board member of the Harvard University Club of Houston, and is currently its President. He is married with three children and resides in Houston, Texas.

In addition to serving as a Director of the Corporation, Mr. Bertuccio will, after closing of the transactions, serve as President and Chief Commercial Officer of HB2 Energy, Inc.

Samuel Haskell – CFO, Haloroc Holdings

Samuel Haskell currently serves as the Chief Financial Officer of Haloroc Holdings.  He is actively engaged in the development and oversight of all financial strategy across energy, real estate and hospitality verticals.  Prior to Haloroc, Sam served as Managing Director within the Family Office Group at the Trust Company of Sterne Agee & Leach.  From 2002 to 2014, he was involved in the establishment and growth of the Capital Markets Group, also within Sterne Agee.  Sam began his career in Equity Research at Morgan Stanley.  

Mr. Haskell holds a Bachelor of Arts in History from Princeton University.  He is a Chartered Financial Analyst.

Upon closing of the transactions, Mr. Haskell will join as the CFO of HB2 Energy, Inc. Steven Vucurevich, Tanager’s current CFO, will remain with the company and serve as Controller.

Roger S. Braugh, Jr. – Founder and President of Titan Chalk, Inc., Founder of Santa Rosa Energy Family of companies

Mr. Braugh is the founder and President of Titan Chalk, Inc. and the Santa Rosa Energy family of companies, including Santa Rosa Energy, Ltd., Santa Rosa Operating, LLC, Paleo Oil Company LLC, and Santa Rosa Drilling LLC. He graduated from the University of Texas at Austin, earning his Bachelor of Arts degree in Economics in 1992, and graduated from Baylor University School of Law, earning his juris doctorate degree in 1996.

Upon approval and closing of the transactions, Roger S. Braugh, Jr., the President and CEO of Titan Chalk, Inc. and a current board member of Tanager, will serve as the CEO of HB2 Energy, Inc. Tom M. Crain, Jr., the current President and CEO of Tanager, will serve as Executive Vice President of Land and Business Development for HB2 Energy, Inc.

A complete Proxy and Information Circular is anticipated to be filed and circulated no later than April 10, 2018.

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