QUÉBEC CITY, QUÉBEC–(Marketwired – Aug. 4, 2017) – Junex Inc. (the “Company” or “Junex“) (TSX VENTURE:JNX) is pleased to announce the signing of a partnership agreement with Ressources Québec Inc. (“Ressources Québec“), acting as mandatary for the Government of Québec, and Gestion Bernard Lemaire Inc. (“Gestion Bernard Lemaire“), which will lead to investments estimated at $14,000.000 for the Galt oil and gas project on the Gaspé Peninsula (the “Galt Oil Project“).
Under this new partnership, Ressources Québec will invest $8,400,000, representing approximately 60% of the anticipated expenditures for the $14,000,000 exploration campaign. In return, Ressources Québec will acquire from Junex an undivided interest of 17.13% in the joint properties comprising the Galt Oil Project (the “Acquisition of Interest“). Junex will retain an interest of 52.87% in the Galt Oil Project and will invest 10% of the anticipated expenditures for the exploration campaign ($1,400,000). Gestion Bernard Lemaire will maintain its 30% interest in the Galt Oil Project.
Junex will remain the operator of the Galt Oil Project and will act in this capacity in the context of the exploration campaign that will commence in the coming weeks with the drilling of the Galt No. 6 horizontal well. The drilling of the wells in the context of this partnership will be carried out by Foragaz, a division of Junex.
In the context of the Acquisition of Interest, Junex issued warrants (the “Warrants“) to Ressources Québec, enabling Ressources Québec to subscribe for 9,545,455 common shares of Junex at a price of $0.53 until August 4, 2020 (the “Issuance“, and together with the Acquisition of Interest, the “Transaction“). Concurrently with the Issuance, the warrants issued to Ressources Québec on July 21, 2015, enabling Ressources Québec to subscribe, in whole or in part, for up to 2,777,778 common shares of Junex, were canceled.
The Warrants contain a restrictive covenant pursuant to which Ressources Québec will be prohibited from exercising the Warrants without the prior approval of disinterested shareholders if the acquisition of shares (i) results in the holder controlling more than 19.99% of the issued and outstanding voting shares on a non-diluted basis or (ii) represents a total number of common shares greater than 7,964,722 shares.
Ressources Québec being a “related party” to Junex within the meaning of Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions (Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) (“Regulation 61-101“), the Transaction constitutes a “related party transaction” within the meaning of Regulation 61-101. The Transaction is exempt from the formal valuation and minority approval requirements of Regulation 61-101, as neither the fair market value of the Transaction nor the consideration for the Transaction exceed 25% of the market capitalization of Junex.
The filing of a material change report less than 21 days prior to the closing date of the Transaction is reasonable in the circumstances, as the closing of the Transaction does not require shareholder approval, and Junex, Ressources Québec and Gestion Bernard Lemaire are prepared to proceed with the closing of the Transaction prior to the expiry of the 21-day period.
“We are pleased with this new partnership which will allow us to take a crucial step towards developing an initial oil and natural gas deposit in Québec,” said the President and Chief Executive Officer of Junex, Jean-Yves Lavoie, P. Eng.
The research permit for the Galt Oil Project covered by this partnership agreement covers a total area of 6,736 hectares.
Oil and Gas Potential of Galt
An independent evaluation performed May 31, 2015 by Netherland, Sewell & Associates, Inc. (“NSAI“), established its best estimate of the total Oil Initially-In-Place (“OIIP“) at 557 million barrels in the Forillon and Indian Point geological formations on the Galt property. This figure of 557 million barrels includes Discovered OIIP volumes of 81 million barrels and Undiscovered OIIP volumes of 476 million barrels in the combined Forillon and Indian Point formations.
In the same evaluation, NSAI established its best estimate of the total Recoverable Oil Resource Volume on the Galt property at 23,000 barrels of Proved plus Probable Reserves, 8.1 million barrels of Recoverable Unrisked Contingent Oil Resources, and 71.4 million barrels of Recoverable Unrisked Prospective Oil Resources.
To fully understand the details of the independent evaluation performed by NSAI and the terminology used in this study, the reader is strongly encouraged to refer to Junex’s August 31, 2015 press release entitled “Junex Provides More Detail on the Resource Evaluation of its Galt Oil Property”.
With respect to the discovered resources, the commercial viability of the exploitation of any part of the resources is uncertain. For undiscovered resources, there is no certainty that any part of the resource will be discovered. In the event of discovery, there is no certainty that the exploitation of any part of the resource will be commercially viable.
Junex is a junior oil and gas exploration company that holds exploration permits on more than 2.1 million acres of land in the Appalachian basin in the Province of Quebec, including the Galt Oil Property on the Gaspé Peninsula in Eastern Quebec and landholdings in the St. Lawrence Lowlands between Montreal and Quebec City. In parallel to its exploration efforts in Quebec, the company operates a drilling services division.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. These statements include those relating to the investments of Junex and its partners in future work on the Galt Project, Junex’s future interests in the project, Junex’s status as project operator, the completion of the drilling work by Foragaz, the timing of the execution of this work, and the interests of Junex in the exploration permit related to the Galt permit. Although the Company believes that such forward-looking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include the following: (i) Junex will have the financial resources to incur the planned exploration expenses, (ii) no commercial conflict, technical obstacle, financial difficulty, or other circumstance will occur and will prevent Junex from retaining its status as project operator or Foregaz from continuing its drilling work, (iii) Junex will continue to meet all required criteria to maintain its licenses, (iv) no technical, financial, legal or other difficulty will cause the delay or cancellation of the planned drilling work (v) Junex’s partners will make the investments described in this press release as anticipated, and (vi) the price of oil will remain sufficiently high and the costs to Junex of the oil projects sufficiently low for the Company to realize its business plans on commercially reasonable terms. The factors that may affect the achievement of the expected results include (i) the materialization of technical, financial or legal difficulties, of a commercial conflict, or of other similar risks, (ii) a reduction in the price of oil below the threshold required for the viability of the Company, (iii) an increase in the Company’s operating costs above the threshold required for its viability, (iv) a deterioration in the financial market conditions that prevent the Company from raising the required funds in a timely manner, and (v) the Company’s inability to develop and implement a business plan in general and for any reason whatsoever. A description of the risks affecting Junex’s business and activities appears under the heading “Risks and Uncertainties” on pages 18 to 22 of Junex’s 2016 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that Junex will derive therefrom. In particular, no assurance can be given as to the future financial performance of Junex. Junex disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Mr. Jean-Yves Lavoie
President & Chief Executive Officer
Mr. Dave Pepin
Vice President – Corporate Affairs