ARROW Exploration Corp. (“
Arrow” or the “Company”)
(TSXV:AXL) is pleased to provide the following corporate update.
Appointment of Joe McFarlane as
CFO
Joe McFarlane has been appointed to the position
of Chief Financial Officer of the Company, effective April 24th,
2020. Mr. McFarlane was previously appointed as the Arrow’s VP,
Finance, as announced by the Company on April 15th, 2020.
Mr. McFarlane is a highly accomplished oil &
gas finance executive, having helped to successfully build and sell
several companies throughout his 27-year professional career. He
has both domestic Canadian as well as international experience.
Prior to joining Arrow, Mr. McFarlane was the
CFO of Rampart Oil Inc., a company he co-founded and helped build
to 3,500 bbls/d of production. Previously, Mr. McFarlane was the
CFO of Bernum Petroleum Inc., a company he co-founded and helped
build to 3,000 bbls/d of production until its sale to Caltex
Resources Ltd. Mr. McFarlane was also the Co-Founder and CFO of
Sabretooth Energy Inc. (sold to Cequence Energy Ltd.).
Mr. McFarlane previously held various senior
finance roles with NAV Energy Trust, EnCana Corporation (now
Ovintiv Inc.) and its predecessor, PanCanadian Energy Corp., among
others. Mr. McFarlane began his career in the Audit & Advisory
Services Group of Ernst & Young LLP. He holds a B.Comm. degree
from the University of Calgary, and is a registered CPA and CA.
Strategic Alternatives Process
Update
On November 28th, 2019, Arrow announced it had
initiated a strategic alternatives process to be overseen by a
Special Committee of the Board of Directors. Subsequently, the
Company engaged Stifel Nicolaus Canada Inc. (“Stifel
FirstEnergy”) as financial advisor to explore a
comprehensive range of strategic and transaction alternatives,
including a sale, merger or other business combination; a
disposition of all or certain assets of the Company;
recapitalization and refinancing opportunities; sourcing new
financing and equity capital; and other alternatives to improve the
Company’s financial position and maximize value.
Arrow and its advisor remain committed to the
strategic alternatives process and intend to provide updates as
determined to be appropriate by the Board of Directors. There can
be no guarantees as to whether the strategic alternatives process
will result in a transaction or the terms or timing of any
resulting transaction.
Production Update
Arrow estimates its first quarter 2020
production averaged approximately 1,072 bbls/d. Arrow has
temporarily shut-in production at Oso Pardo, with Ombu shut in by
the operator Sinochem, in order to preserve the value of its asset
base, while producing up to 500 bbls/d out of its Llanos 23
block.
Corporate Actions in Response to
COVID-19
Arrow’s priority remains the health and safety
of its employees, partners and the communities where it operates.
The Company has introduced measures to protect the well-being of
these stakeholders and is extremely proud of the dedication of its
workforce to maintain safe operations and business continuity
during these challenging conditions.
Timing of Release of Year-End
Results
Due to logistics and delays caused by the
COVID-19 virus, it is relying on the exemption provided in Alberta
Blanket Order 51-517 Temporary Exemption from Certain Corporate
Finance Requirements (the “Alberta Order”) of the
Alberta Securities Commission and similar exemptions provided by
the other securities commissions to postpone the filing of the
following continuous disclosure documents (collectively the
“Documents”):
- the Company’s Annual Audited Financial Statements for the year
ended December 31, 2019, as required by section 4.2 of National
Instrument 51-102 - Continuous Disclosure Obligations (“NI
51-102”);
- the Company’s Management Discussion & Analysis for the year
ended December 31, 2019, as required by section 5.1(2) of NI
51-102; and
- the Company’s Statement of Reserves Data and Other Oil and Gas
Information, Report on Reserves Data by Independent Qualified
Reserves Evaluator, and Report of Management and Directors on Oil
and Gas Disclosure for the year ended December 31, 2019, as
required by section 2.1 of National Instrument 51-101 - Standards
of Disclosure for Oil and Gas Activities.
According to the Alberta Order during the period
from March 23, 2020 to June 1, 2020, a person or company required
to make certain filings as described in the Alberta Order has an
additional 45 days from the deadline otherwise applicable under
Alberta securities laws to make the filing. Arrow expects to file
the Documents by no later than June 12, 2020.
Until the Company has filed the Documents,
members of the Company’s management and other insiders are subject
to an insider trading black-out period as per its internal Insider
Trading Policy that is consistent with the principles in Section 9
of National Policy 11-207 - Failure-to-File Cease Trade Orders and
Revocations in Multiple Jurisdictions. Until the Company has filed
the required Documents, members of the Company’s management and
other insiders will observe a trading blackout consistent with the
principles in Section 9 of National Policy 11-207 -
Failure-to-File Cease Trade Orders and Revocations in Multiple
Jurisdictions.
The Company is also providing the following
update on material business developments since the date of the
Company’s latest interim financial reports, certain of which have
already been disclosed in prior press releases:
- Over the past several months, the Company has strengthened its
management team and Board of Directors (refer to press releases
dated October 17th, 2019; December 18th, 2019, January 16th, 22th
and 23rd, 2020, February 4th, 2020 and April 14th, 2020);
- The Company engaged Stifel FirstEnergy as advisor on its
previously announced strategic alternatives process (refer to press
release dated December 11th, 2019);
- The Company held and subsequently announced the results of its
Annual General and Special Meeting of Shareholders (refer to press
release dated March 18th and 20th, 2020);
- The Company announced its 2019 year-end oil & gas reserves
in Colombia and Canada (refer to press release dated April 14th,
2020);
- Due to the recent world oil price collapse, the Company is
reviewing all cost cutting measures and is shutting-in uneconomic
production. Employees and contractors are reducing salaries and
rates to help the Company reduce its overall spending during this
difficult period; and
- The Company has witnessed a slowdown in mergers and
acquisitions activity, as well as a decline in debt and equity
financings due to the oil price collapse and the COVID-19 virus.
The Company continues to review all of its options for preserving
and growing shareholder value.
Dismissal of John Newman as
CFO
The Company also announces the dismissal of John
Newman, its named CFO effective April 23rd, 2020.
About ARROW Exploration
Arrow Exploration Corp. (operating in Colombia
via a branch of its 100% owned subsidiary Carrao Energy S.A.) is a
publicly-traded company with a portfolio of premier Colombian oil
assets that are under-exploited, under-explored and offer high
potential growth. The Company’s business plan is to expand oil
production from some of Colombia’s most active basins, including
the Llanos, Middle Magdalena Valley (MMV) and Putumayo Basin. The
asset base is predominantly operated with high working interests,
and the Brent-linked light oil pricing exposure combines with low
royalties to yield attractive potential operating margins. Arrow’s
seasoned team is led by a hands-on and in-country executive team
supported by an experienced board. Arrow is listed on the TSX
Venture Exchange under the symbol “AXL”.
For further information
contact:
Marshall AbbottChief Executive
Officermabbott@arrowexploration.ca(403) 651-5995
Neither the TSX Venture Exchange (TSXV)
nor its regulation services provider (as that term is defined in
the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.
Forward-looking Statements
This news release contains certain statements or
disclosures relating to Arrow that are based on the expectations of
its management as well as assumptions made by and information
currently available to Arrow which may constitute forward-looking
statements or information (“forward-looking statements”) under
applicable securities laws. All such statements and disclosures,
other than those of historical fact, which address activities,
events, outcomes, results or developments that Arrow anticipates or
expects may, could or will occur in the future (in whole or in
part) should be considered forward-looking statements. In some
cases, forward-looking statements can be identified by the use of
the words “continue”, “expect”, “opportunity”, “plan”, “potential”
and “will” and similar expressions. The forward-looking statements
contained in this news release reflect several material factors and
expectations and assumptions of Arrow, including without
limitation, Arrow’s evaluation of the impacts of COVID-19, the
amendment of the Canacol loan documents, the potential of Arrow’s
Colombian assets to remain in production and Arrow’s business plan
to expand oil production and achieve attractive potential operating
margins. Arrow believes the expectations and assumptions reflected
in the forward-looking statements are reasonable at this time but
no assurance can be given that these factors, expectations and
assumptions will prove to be correct.
The forward-looking statements included in this
news release are not guarantees of future performance and should
not be unduly relied upon. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements. The forward-looking
statements contained in this news release are made as of the date
hereof and the Company undertakes no obligations to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
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