EDEFOR IMMEDIATE RELEASE
TSX Venture Exchange Symbol: EDE
AIM Exchange Symbol: EDG November 30, 2012
EDGE RESOURCES INC. Calgary, Alberta
Edge Resources Announces Quarterly and Half Yearly Results
Edge Resources Inc. ("Edge" or the "Company") is pleased to announce its unaudited second quarter results for the three month period ended September 30, 2012 ("Q2 2012") and its unaudited half yearly results for the six month period ended September 30, 2012 ("HY 2012").
For the six months ended September 30, 2012:
Period Highlights
· C$4.5 million investment from Henderson Global Investors in March 2012 to fund the initial phase of drilling oil prospects in both Primate and Grand Forks
· Dual listing on AIM of the London Stock Exchange in July 2012
· Sales volumes increased to 693 boe/d in Q1 2012 (307boe/d Q1 2011) and 716 boe/d in H1 2012 (333 boe/d H1 2011);
· Primate, Saskatchewan:
o Successful drilling and completion of two oil wells ahead of schedule;
o Discovery of new heavy oil pool in the McLaren Pool;
o Subsequent proprietary 3D Seismic programme initiated
· Grand Forks, Alberta:
o Acquired 395 acres of mineral land rights, resulting in total acreage of 3,782 net acres (12% increase)
Brad Nichol, President & CEO of Edge, commented, "We are extremely pleased with Edge's performance since our AIM listing in July, which has broadened our investor base and increased liquidity. Edge has remained true to its strategy of focusing on operating in a conventional, shallow arena with properties that offer exceptional economic returns and low risk profile. As commodity prices have demanded, our near-term focus continues to be on oil and the superior returns this commodity currently offers; and thus, the remainder of the 2013 capital program will concentrate on oil assets. The Company expects to drill a number of these conventional oil wells on its existing lands in the coming months. Edge has secured significant debt facilities with a major Canadian bank, recently closed an equity financing and has initiated a relationship with a major institutional capital partner, all of which will allow continual measured growth."
To view the Company's full Q2 2012 and HY 2012 statements, please go to the company website (www.edgeres.com).
For more information, visit the company website: www.edgeres.com or contact:
Brad Nichol - President,CEO
|
Tel: +1 (403) 767 9905
|
Merchant Securities Limited (Nominated Advisor and Broker)
Lindsay Mair/Scott Mathieson
|
Tel: +44 (0)20 7628 2200
|
Buchanan (Financial PR)
Tim Thompson/Tom Hufton
|
Tel: +44 (0)20 7466 5000
|
About Edge Resources Inc.
Edge Resources is focused on developing a balanced portfolio of oil and natural gas assets from properties in Alberta and Saskatchewan, Canada. Management has consistently focused on:
1. Shallow, vertical, conventional programs with reduced capital, operational and geological risks
2. Very high or 100% working interests and fully operated assets
3. Pools and horizons with exceptionally high reserves in place
The management team's very high drilling success rate is based on the safe, efficient deployment of capital and a proven ability to efficiently execute in shallow formations, which gives Edge Resources a sustainable, low-cost, competitive advantage.
Condensed Interim Balance Sheets
(amounts in Canadian dollars)
(unaudited)
|
|
|
September 30,
|
|
September 30,
|
|
March 31,
|
|
Note
|
|
2012
|
|
2011
|
|
2012
|
Assets
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
5,178
|
|
36,855
|
|
64,885
|
Accounts receivable
|
|
|
1,234,668
|
|
878,236
|
|
995,747
|
Deposits and prepaid expenses
|
|
|
175,284
|
|
131,472
|
|
71,942
|
Fair value of derivative instruments
|
|
|
120,728
|
|
-
|
|
95,341
|
Total current assets
|
|
|
1,535,858
|
|
1,046,563
|
|
1,227,915
|
Non-current assets
|
|
|
|
|
|
|
|
Fair value of derivative instruments
|
|
|
84,346
|
|
-
|
|
12,741
|
Exploration and evaluation assets
|
|
|
374,981
|
|
144,926
|
|
67,879
|
Property, plant and equipment
|
3
|
|
35,764,584
|
|
21,433,466
|
|
34,689,533
|
Total non-current assets
|
|
|
36,223,911
|
|
21,578,392
|
|
34,770,153
|
Total assets
|
|
|
37,759,769
|
|
22,624,955
|
|
35,998,068
|
Liabilities
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
2,695,509
|
|
3,342,785
|
|
1,470,423
|
Bank debt
|
4
|
|
9,076,063
|
|
4,476,207
|
|
10,669,376
|
Loans payable
|
5
|
|
1,160,438
|
|
1,040,110
|
|
1,100,274
|
Total current liabilities
|
|
|
12,932,010
|
|
8,859,102
|
|
13,240,073
|
Loans payable
|
5
|
|
7,466,027
|
|
-
|
|
7,115,068
|
Decommissioning provisions
|
|
|
6,437,000
|
|
3,590,000
|
|
5,495,000
|
Total liabilities
|
|
|
26,835,037
|
|
12,449,102
|
|
25,850,141
|
Shareholders' Equity
|
|
|
|
|
|
|
|
Share capital
|
|
|
27,247,163
|
|
22,409,494
|
|
24,093,398
|
Warrants
|
|
|
339,232
|
|
772,282
|
|
386,860
|
Contributed surplus
|
|
|
1,589,584
|
|
928,654
|
|
1,358,281
|
Deficit
|
|
|
(18,251,247)
|
|
(13,934,577)
|
|
(15,690,612)
|
Total shareholders' equity
|
|
|
10,924,732
|
|
10,175,853
|
|
10,147,927
|
Total liabilities and shareholders' equity
|
|
|
37,759,769
|
|
22,624,955
|
|
35,998,068
|
Condensed Interim Statements of Net Loss and Comprehensive Loss
(amounts in Canadian dollars)
(unaudited)
|
|
Six months ended
|
12 months ended
|
|
|
September 30,
|
September 30,
|
March 31,
|
|
Note
|
2012
|
2011
|
2012
|
|
|
|
|
|
Revenue
|
|
|
|
|
Oil and natural gas sales
|
|
4,294,681
|
2,458,586
|
5,966,278
|
Royalties
|
|
(752,638)
|
(277,963)
|
(804,422)
|
Revenue, net of royalties
|
|
3,542,043
|
2,180,623
|
5,161856
|
Other income
|
|
|
|
|
Realized gain on financial derivatives
|
|
256,648
|
-
|
6,869
|
Unrealized gain (loss) on financial derivatives
|
|
96,992
|
-
|
108,082
|
Gain on disposition of oil and natural gas interests
|
|
300,000
|
-
|
-
|
Other income
|
|
37,349
|
173,354
|
223,305
|
Total income, before expenses
|
|
4,233,032
|
2,353,977
|
5,500,112
|
Expenses
|
|
|
|
|
Operating
|
|
2,381,382
|
667,415
|
1,865,323
|
Transportation
|
|
261,296
|
126,197
|
306,316
|
General and administrative
|
|
1,424,901
|
1,061,193
|
2,808,344
|
Depletion and depreciation
|
3
|
1,787,100
|
531,800
|
1,742,800
|
Finance expense
|
|
659,201
|
248,732
|
693,472
|
Stock-based compensation
|
|
183,675
|
116,157
|
160,362
|
Capital taxes
|
|
96,112
|
-
|
-
|
Total expenses
|
|
6,793,667
|
2,751,494
|
7,653,664
|
Loss before income taxes
|
|
(2,560,635)
|
(397,517)
|
(2,153,552)
|
Deferred income tax recovery
|
|
-
|
129,363
|
129,363
|
Net loss and comprehensive loss for the period
|
|
(2,560,635)
|
(268,154)
|
(2,024,189)
|
Net loss and comprehensive loss per share
|
|
|
|
|
Basic and diluted
|
|
(0.03)
|
(0.00)
|
(0.03)
|
Condensed Interim Statements of Changes in Shareholders' Equity
(amounts in Canadian dollars)
(unaudited)
|
Share Capital
|
Warrants
|
Contributed surplus
|
Deficit
|
Total Equity
|
Balance at April 1, 2011
|
18,848,895
|
385,215
|
812,497
|
(13,666,423)
|
6,380,184
|
Issue of equity for cash
|
3,602,049
|
339,439
|
-
|
-
|
3,941,488
|
Issue of flow-through shares for cash
|
498,700
|
-
|
-
|
-
|
498,700
|
Share issue costs, cash paid
|
(363,159)
|
-
|
-
|
-
|
(363,159)
|
Share issue costs, non-cash
|
(47,628)
|
47,628
|
-
|
-
|
-
|
Flow-through share premium
|
(129,363)
|
-
|
-
|
-
|
(129,363)
|
Stock-based compensation
|
-
|
-
|
116,157
|
-
|
116,157
|
Net loss for the period
|
-
|
-
|
-
|
(268,154)
|
(268,154)
|
Balance at September 30, 2011
|
22,409,494
|
772,282
|
928,654
|
(13,934,577)
|
10,175,853
|
|
|
|
|
|
|
Issue of equity for cash
|
1,250,000
|
-
|
-
|
-
|
1,250,000
|
Issue of common shares in lieu of services
|
31,250
|
-
|
-
|
-
|
31,250
|
Issue of common shares for repayment of loans payable
|
500,000
|
-
|
-
|
-
|
500,000
|
Share issue costs, cash paid
|
(66,096)
|
-
|
-
|
-
|
(66,096)
|
Share issue costs, non-cash
|
(31,250)
|
-
|
-
|
-
|
(31,250)
|
Non-cash fair value related to warrants expired
|
-
|
(385,422)
|
385,422
|
-
|
-
|
Stock-based compensation
|
-
|
-
|
44,205
|
-
|
44,205
|
Net loss for the period
|
-
|
-
|
-
|
(1,756,035)
|
(1,756,035)
|
Balance at March 31, 2012
|
24,093,398
|
386,860
|
1,358,281
|
(15,690,612)
|
10,147,927
|
|
|
|
|
|
|
Issue of common shares for cash
|
3,250,000
|
-
|
-
|
-
|
3,250,000
|
Issue of common shares in lieu of services
|
81,250
|
-
|
-
|
-
|
81,250
|
Share issue costs, cash paid
|
(96,235)
|
-
|
-
|
-
|
(96,235)
|
Share issue costs, non-cash
|
(81,250)
|
-
|
-
|
-
|
(81,250)
|
Stock-based compensation
|
-
|
-
|
183,675
|
-
|
183,675
|
Non-cash fair value related to warrants expired
|
-
|
(47,628)
|
47,628
|
-
|
-
|
Net loss for the period
|
-
|
-
|
-
|
(2,560,635)
|
(2,560,635)
|
Balance at September 30, 2012
|
27,247,163
|
339,232
|
1,589,584
|
(18,251,247)
|
10,924,732
|
Condensed Interim Statements of Cash Flows
(amounts in Canadian dollars)
(unaudited)
|
|
Six months ended
|
12 months ended
|
|
|
September 30,
|
September 30,
|
March 31,
|
|
Note
|
2012
|
2011
|
2012
|
|
|
|
|
|
Cash flows provided by (used for):
|
|
|
|
|
Cash flows generated from (used in) operating activities
|
|
|
|
|
Net loss for the period
|
|
(2,560,635)
|
(268,154)
|
(2,024,189)
|
Adjustments for:
|
|
|
|
|
Unrealized loss (gain) on financial derivatives
|
|
(96,992)
|
-
|
(108,082)
|
Gain on disposition of oil and natural gas interests
|
|
(300,000)
|
-
|
-
|
Depletion and depreciation
|
|
1,787,100
|
531,800
|
1,742,800
|
Deferred income tax recovery
|
|
-
|
(129,363)
|
(129,363)
|
Accretion expense
|
|
74,000
|
37,877
|
89,877
|
Stock-based compensation
|
|
183,675
|
116,157
|
160,362
|
Exploration and evaluation expenditures
|
|
-
|
-
|
77,047
|
Changes in non-cash items
|
|
54,414
|
189,640
|
283,117
|
Net cash generated from (used in) operating activities
|
|
(858,438)
|
477,957
|
91,569
|
Cash flows used in investing activities
|
|
|
|
|
Exploration and evaluation assets expenditures
|
|
(516,076)
|
(25,634)
|
(26,634)
|
Property, plant and equipment expenditures
|
|
(1,785,177)
|
(3,023,208)
|
(5,061,999)
|
Acquisition of oil and natural gas interests
|
|
-
|
-
|
(10,575,276)
|
Proceeds from disposition of oil and natural gas interests
|
|
300,000
|
-
|
-
|
Changes in non-cash items
|
|
828,409
|
(1,432,724)
|
(3,430,044)
|
Net cash used in investing activities
|
|
(1,172,844)
|
(4,481,566)
|
(19,092,953)
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from (repayment of) bank debt, net
|
|
(1,593,313)
|
301,207
|
6,494,376
|
Proceeds from (repayment of) loans payable, net
|
|
-
|
(600,931)
|
6,893,863
|
Proceeds from issuance of equity
|
|
3,250,000
|
4,440,188
|
5,690,188
|
Share issuance costs
|
|
(96,235)
|
(363,159)
|
(429,255)
|
Changes in non-cash items
|
|
411,123
|
96,692
|
250,630
|
Net cash from financing activities
|
|
1,971,575
|
3,873,997
|
18,899,802
|
Net change in cash and cash equivalents
|
|
(59,707)
|
(129,612)
|
(101,582)
|
Cash and cash equivalents, beginning of period
|
|
64,885
|
166,467
|
166,467
|
Cash and cash equivalents, end of period
|
|
5,178
|
36,855
|
64,885
|
Cash and cash equivalents is comprised of:
|
|
|
|
|
Balances with banks
|
|
5,178
|
36,855
|
64,885
|
Notes to the Condensed Interim Financial Statements
Three and six months ended September 30, 2012
(amounts in Canadian dollars)
(unaudited)
1. Going Concern
These condensed interim financial statements have been prepared on a going concern basis which presumes that the Company will be able to discharge its obligations and realize its assets in the normal course of business. The Company had a net loss and comprehensive loss of $2.6 million in the six month period ended September 30, 2012. As at September 30, 2012, the Company had a working capital deficiency of $11.5 million that includes $9.1 million in bank debt and excludes $0.1 million in derivative assets. The Company had unused credit lines of $2.9 million related to its revolving credit facility and $6.5 million related to its development/acquisition facility at September 30, 2012. At September 30, 2012, the Company was compliant with its lender's covenants.
Management has been and continues to be active in seeking alternative sources of funding to help pay current liabilities and to continue with its planned capital expenditure program. The Company plans to fund future exploration and development activities with funds raised during May 2012 and by way of future potential financings if the terms are appropriate.
Management considers the Company is a going concern and has prepared the financial statements on a going concern basis.
2. Basis of preparation
These condensed interim financial statements are unaudited and have been prepared in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting" using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Certain information and disclosures normally included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted.
The condensed interim financial statements should be read in conjunction with the Company's audited annual financial statements as at and for the year ended March 31, 2012 and the notes thereto.
3. Property, plant and equipment
|
Oil and natural gas interests
|
Corporate and other
|
Total
|
|
|
|
|
Cost
|
|
|
|
Balance at April 1, 2011
|
17,530,514
|
29,572
|
17,560,086
|
Acquisition of oil and natural gas interests
|
10,575,276
|
-
|
10,575,276
|
Capital expenditures
|
5,047,773
|
14,226
|
5,061,999
|
Transfers from exploration and evaluation assets
|
125,436
|
-
|
125,436
|
Change in decommissioning provisions
|
3,370,000
|
-
|
3,370,000
|
Balance at March 31, 2012
|
36,648,999
|
43,798
|
36,692,797
|
Capital expenditures
|
1,775,902
|
9,275
|
1,785,177
|
Transfers from exploration and evaluation assets (note 4)
|
208,974
|
-
|
208,974
|
Change in decommissioning provisions (note 8)
|
868,000
|
-
|
868,000
|
Balance at September 30, 2012
|
39,501,875
|
53,073
|
39,554,948
|
Accumulated depletion and depreciation and impairment losses
|
|
|
|
Balance at April 1, 2011
|
251,000
|
9,464
|
260,464
|
Depletion and depreciation expense
|
1,734,000
|
8,800
|
1,742,800
|
Balance at March 31, 2012
|
1,985,000
|
18,264
|
2,003,264
|
Depletion and depreciation expense
|
1,782,000
|
5,100
|
1,787,100
|
Balance at September 30, 2012
|
3,767,000
|
23,364
|
3,790,364
|
|
|
|
|
|
Oil and
natural gas Interests
|
Corporate and other
|
Total
|
|
|
|
|
Net carrying value:
|
|
|
|
At September 30, 2011
|
21,412,206
|
21,260
|
21,433,466
|
At March 31, 2012
|
34,663,999
|
25,534
|
34,689,533
|
At September 30, 2012
|
35,734,875
|
29,709
|
35,764,584
|
4. Bank debt
As at September 30, 2012, the Company had lending facilities with a Canadian chartered bank, consisting of a $12.0 million revolving demand credit facility, and a $6.5 million demand development/acquisition facility, of which $9.1 million ($8.0 million under bankers' acceptances and $1.1 million under the prime-based lending) and $Nil were drawn, respectively. The revolving facility is a borrowing base facility that is determined based on, among other things, the Company's current reserve report, results of operations, current and forecasted commodity prices and the current economic environment. The revolving credit facility contains standard commercial covenants for facilities of this nature. The Company also has available a risk management facility which allows the Company to conduct certain financial risk management options. The interest rates on the facilities are bank prime plus 0.75% per annum and bank prime plus 1.25% per annum, respectively. Bankers' acceptances are subject to a 2% acceptance fee plus an applicable market interest rate. The facilities are secured by a $50 million demand debenture and a general security agreement covering all assets of the Company. The revolving credit facility provides that advances may be made by way of direct advances, bankers' acceptances, or standby letters of credit/guarantee. Advances on the development/acquisition facility are subject to bank approval; however they are generally limited to the lesser of the estimated development/acquisition cost and the bank's internal valuation of associated reserves. Repayments for the revolving facility are interest only, and repayments for the development/acquisition line are determined by the bank based on their evaluation of the specific circumstances, both subject to the bank's right of demand.
The only financial covenant on the revolving facility is a requirement for the Company to maintain a current ratio (as defined in the credit agreement) of not less than 1.0:1.0, and such ratio is to be tested at the end of each fiscal quarter. The Company was in compliance with this financial covenant as at September 30, 2012. A condition of the risk management facility is the Company must not hedge greater than 50% of its oil and natural gas production. At September 30, 2012, the Company has hedged approximately 44% of its production and is in compliance with this covenant.
The regular interim review for the lending facilities is scheduled for January 2013.
5. Loans payable
As at September 30, 2012, the Company has loans payable with principal amounts totalling $8.0 million, which bear's interest as to $7.0 million at 10% per annum and $1.0 million at 12% per annum, and are secured against the assets of the Company as a second charge. Any interest and principal repayments for the loans payable are subject to the bank's prior approval. The loans payable are due to a company that is also a shareholder of the Company.
The following table summarizes changes in the loans payable:
|
10% loan
|
12% loan
|
Total
|
|
due January 2014
|
due January 2013
|
|
Principal
|
|
|
|
Balance April 1, 2011
|
-
|
1,500,000
|
1,500,000
|
Amount loaned
|
7,500,000
|
-
|
7,500,000
|
Amount repaid in cash
|
-
|
(500,000)
|
(500,000)
|
Amount repaid with common shares
|
(500,000)
|
-
|
(500,000)
|
Balance March 31, 2012 and September 30, 2012
|
7,000,000
|
1,000,000
|
8,000,000
|
Interest
|
|
|
|
Balance April 1, 2011
|
-
|
70,849
|
70,849
|
Amount paid in cash
|
(5,205)
|
(100,932)
|
(106,137)
|
Interest expense
|
120,273
|
130,357
|
250,630
|
Balance March 31, 2012
|
115,068
|
100,274
|
215,342
|
Interest expense
|
350,959
|
60,164
|
411,123
|
Balance, September 30, 2012
|
466,027
|
160,438
|
626,465
|
|
|
|
|
Total loan payable at September 30, 2011
|
-
|
1,040,110
|
1,040,110
|
Total loan payable at March 31, 2012
|
7,115,068
|
1,100,274
|
8,215,342
|
Total loan payable at September 30, 2012
|
7,466,027
|
1,160,438
|
8,626,465
|
6. Availability of the Interim Report
Copies of the report will be available from the Company's office and also from the Company's website www.edgeres.com.