Good morning, and welcome to the Pipestone Energy Corp and Strathcona Resources Ltd Strategic Combination Conference Call. At this time, all participants are in listen-only mode. After the speaker presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising that your hand has been raised. To lower your hand, press star one one again. As a reminder, this call may be recorded. I will now pass the call over to Dan van Kessel, Vice President, Corporate Development, to introduce the call participants. Thank you very much. We are incredibly excited to discuss this transaction. With me this morning from Pipestone Energy, I have our COO and Interim CEO, Dustin Hoffman, as well as our CFO, Craig Nieboer. From Strathcona Resources, we have the Executive Chairman, Adam Waterous, President and CEO, Rob Morgan, as well as the CFO, Connor Waterous. From Pipestone, Dustin will begin by outlining the rationale and key benefits of this transaction for Pipestone shareholders. Craig will follow with an overview of process, shareholder vote mechanics, and timeline. Afterwards, the Strathcona team, including Adam, Rob, and Connor, will review the strategic, financial, and operating highlights of the pro forma company. I will now pass the call over to Dustin Hoffman, COO and Interim CEO of Pipestone Energy. Good morning, everyone, and thank you for joining today's conference call. We are pleased to announce that Pipestone has agreed to be acquired by Strathcona Resources, creating one of the largest oil and gas companies in Canada. This business combination creates a new, publicly traded, large scale, long life, oil-focused company with a strategic direction centered on combining production growth with significant free cash flow generation. The combined company will have three core areas, each with meaningful scale and inventory, and in aggregate, a balance of heavy oil, condensate, NGL, and natural gas production. The combined company will be well positioned against other large oil-weighted Canadian producers in terms of production growth rate, operating netbacks, and reserve life. This transaction represents the culmination of an ongoing effort by the Pipestone management and Board to uncover the optimal strategic and financial direction for our shareholders. We as a management team, along with our Board, are fully supportive of this transaction, which will see Pipestone shareholders with a continued ownership stake in a highly differentiated oil and gas producer. I'll turn it over to Craig Nieboer, our CFO for Pipestone. Thanks, Dustin. In terms of the combination and structure details, Strathcona and Pipestone have entered into a definitive agreement to affect the combination through a plan of arrangement under the Business Corporations Act in Alberta. Under the terms of the combination, Strathcona will acquire all of the issued and outstanding shares of Pipestone with an all share consideration transaction. Pipestone shareholders will receive 0.067967 shares in Strathcona for each Pipestone share owned, such that immediately following the completion of the combination, Pipestone shareholders will own approximately 9%, and Strathcona shareholders will own approximately 91% of the pro forma company. Upon closing the combination, Strathcona will become a reporting issuer in all of the provinces of Canada, and Strathcona shares will be listed and posted for trading on the Toronto Stock Exchange. Combination requires approval by 66 and two-thirds of the votes cast by Pipestone shareholders present or in person or represented by proxy in a special meeting of Pipestone shareholders to be held in late September, with the closing of the combination expected to occur in early October. It should be noted that as of signing of the arrangement, approximately 39% of shareholders have entered into lockup agreements to support the transaction, including the Board and management of Pipestone. The agreement further provides the completion of the combination is subject to certain other customary conditions, including the receipt of all required regulatory approvals, the approval of the TSX, and approval of the Court of King's Bench of Alberta. BMO Capital Markets, who also acted as financial advisor to Pipestone and Raymond James Ltd, have each provided an oral opinion to the Pipestone Special Committee and the Board of Directors that as of the date thereof, and subject to the assumptions, limitations, and qualifications set therein, the transaction is fair from a financial point of view to the holders of Pipestone shares. I will now pass it over to the Strathcona team to provide Pipestone shareholders and listeners an overview of the pro forma business. Good morning. This is Adam Waterous speaking. We'll start with just a quick, quick introduction on our side and try to give everyone on the call some perspective on Strathcona and its, its current business and what the business will look like on a pro forma basis. Before we get into those details, for those folks who are not familiar with the management team, starting with myself, I've spent most of my career in the energy business. For about 15 years, we had an oil and gas merger and acquisition advisory firm, called Waterous & Co which we built up into the largest oil and gas M&A firm in the world. We then sold it to Scotiabank in 2005. I then stayed and ran Scotiabank's global investment bank for about 10 years, and in January 2017, left to start Waterous Energy Fund, whose sole portfolio company is Strathcona Resources. Now, we'll talk about Strathcona. Rob? Thank you, Adam. My name is Rob Morgan. I'm President and CEO of Strathcona Resources. I am an engineer by training, have a background over my entire career in the oil and gas industry, both with heavy oil and in the Montney with a number of publicly traded companies, and joined this team at Strathcona in about 2017 from the legacy companies, and have been through the whole building of the business from that point in time. Connor, over to you. Great. Thanks, Rob. This is Connor Waterous speaking. I've been a Partner and Co-Founder of Waterous Energy Fund since day one. Prior to that, spent a number of years in the oil and gas private equity business with KKR and Blackstone. Over the last two months, I've taken over as the CFO of Strathcona going forward. What we're going to do is just give you some background on Strathcona, its operations, and its financial position. For those who have a presentation which is currently on Strathcona Resources website, we'll use this as a speaking guide. For those who do not have the presentation in front of them, we will try to make sure that we highlight all of the key points on each Slide. Those with the deck, I would just turn to Slide 6, which will just give a quick sense on the pro forma business overview. The business will be producing at closing approximately 185,000 BOEs a day, with an ultra long Reserve Life Index of 53 years across three core areas, the Montney, Lloydminster Heavy Oil, and Cold Lake Thermal. This is a liquids-dominated business, about 78% liquids. To give a quick sense on reserves, and therefore associated Reserve Life Index, on a 1P basis, the pro forma business will have 1.5 billion bbl. On a 2P basis, about 2.6 billion bbl. On a 2P plus 2C basis, about 3.5 billion bbl. The associated Reserve Life Indexes of each is, on a 1P basis, 22 years, on a 2P basis, 38 years, and on a 2P 2C basis, 53 years. The associated engineered value with those reserves is, on a 1P PV10 basis, approximately CAD 16 billion, on a 2P basis, approximately CAD 23 billion, and on a 2P 2C PV10 basis, CAD 24 billion, CAD 24 billion. Now, how we have built that business, moving on to Slide 7, is that we have invested CAD 2 billion in cash equity in addition to the equity that Pipestone is now receiving, and we have CAD 2.9 billion at closing. Now we have, and just to give a quick finger math on yesterday's close, the equity value is approximately CAD 8.6 billion, about a CAD 2.9 billion increase, so an CAD 11.5 billion enterprise value. Now, how we have built that business, what have been the strategic comparatives is number one, we have focused on compounding long-term intrinsic value on a per share basis. This differs from many oil and gas companies who often focus on operating metrics. [audio distortion] important, in terms of creating shareholder wealth, to focus on compounding long-term intrinsic value per share. Secondly, we have focused on the margin of safety, and by that, I mean acquiring top quality properties. And the nice thing about the oil and gas industry, quality is not subjective, it's objective. It lends itself to being easily quantified. And arguably, there's one of the two metrics that are really most important, and that is the Reserve Life Index and operating margin of the business. Both end up being extremely important in generating sustainable free cash flow. A long Reserve Life Index is important because with a long Reserve Life Index, inevitably comes a low decline rate A low decline rate reduces, generally speaking, the capital required to be able to hold production flat. Therefore, the margin relative to EBITDA on a low decline business is much, much higher. We'll give you a sense on that in just a few minutes. The other important thing about a long Reserve Life Index is in the opportunity to grow the business while still having substantial remaining reserves. Now, with those two core ideals, compounding per share growth and a margin of safety, we have executed the strategy by what we call a core area consolidation strategy, where we went into three core areas, essentially made an initial acquisition, and then acquired adjacent complementary assets. Pipestone fits with that strategy, and Rob Morgan will go through that in greater detail in just a moment. The other thing that distinguishes Strathcona is how we manage the business by encouraging management to focus on controllable items, being operating costs, find d evelopment costs, health, safety, and the environment, as opposed to things that they don't control, like commodity prices or the capital markets. As a consequence, managements are compensated through cash salaries, cash bonuses, and then can acquire stock at the prevailing price. What that, not surprisingly, it does is a similar process that some of you may recognize from a compensation system, most well known and used by by Berkshire, Berkshire Hathaway. That's just sort of the guiding principles in terms of how we've built the business. What has that resulted in relative to the rest of the market? If turning to Slide 8, we're going to just spend a moment comparing Strathcona and its performance over the last 6.5 years relative to the rest of the sector. On the upper left quadrant, what you'll see is that on a growing production reserves on a per share basis, the industry has had little to no growth over the last 6.5 years. Conversely, Strathcona has grown production 34% on a compound annual basis per share, and our reserves on it, 26% compound annually per share. What that has led to is growth in net asset value in that time for Strathcona. If you look at relative to the rest of the industry, the smaller caps and the mid caps have had almost no growth on a per share net asset value basis. The seniors have had some, but not very much, on a comparative basis. On a 1P basis, Strathcona has grown its net asset value per share on a 31% compound annual basis on a 1P basis. On a 2P basis, 27%. Joined at the hip with growing net asset value per share is internal rate of return. Again, if you look at the annualized rate of return for the sector, over the last 6.5 years, it's been extremely modest to negative. We, we have compounded internal rate of return of, on a 35% basis during that time. If you look at on cash flow per share basis, the industry has done better than reserve your net asset values, certainly speaking, because there has been some improvement in commodity prices. In that time, these last 6.5 years, we have grown cash flow per share on a 44% compound annually. Importantly, throughout that time, we have kept our leverage in check. On a trailing 12-month basis, we have averaged 1.8x debt to EBITDA. Now, what, what has that led to in terms of what our position for the future? Just turning to Slide 9, while we have, have been growing quickly in the past, we have the opportunity to be able to continue to grow quickly, and specifically, grow production from about 185,000 bbl/d-325,000 bbl/d, over an eight-year period, which is compounding growth at about 8% per year. We look at that total amount of growth of about 140,000 bbl/d in three different buckets. The first bucket is just filling existing capacity, and we think we can grow to about 220,000 bbl/d by doing that. That's importantly, whenever you think about growth, you have to think about what's the return under, under what price scenario. The hurdle that we are using is a 20% return on assets, and to achieve that 20% return on assets, filling existing capacity, we think that we require $50 WTI. The next bucket is debottlenecking and some brownfield expansion, which would take us to 285,000 bbl/d. To achieve that same 20% return on assets, we'd need $60 WTI. The last component of growth is greenfield, adding, adding another 40,000 bbl/d- 325,000 bbl/d. To achieve that same 20% return on assets, we would require a $70 a barrel. Now, at the end of all that growth, we are still left with a 24-year reserve life index. Extremely long. Now, why this ends up being extremely important is that we generally are big fans of the narrative in the industry of returning capital to investors. Because on average, the industry, and this is, I, I would say quickly, across North America, this really exists in some Canadian companies, they compare to be short the reserve life index, and therefore it's appropriate to focus on returning capital and not growing when you have a short reserve life index. Because ours is ultra long, and when I say ultra long, it's the longest 2P reserve base in Canada for a scaled business greater than 100,000 bbl /d. You know, we are presented a, a different suite of opportunities in that we are able to grow and still at the end of it have a extremely long term, extremely long Reserve Life Index. Moving on to Slide 10. You know, we've, we've been asked by a lot of folks, you know, "Why go public? Because not surprisingly, when you're private, you know, it's a, it's a much simpler life. There's less reporting requirements, et cetera." We're certainly sympathetic to that, not surprisingly. I also would, would say is that our view of actually being public is that the, the sector in general is, is undervalued. So, we're not going public because we think, "Wow, look how great prices are." In fact, quite the opposite. We think that the sector, generally speaking, presents multiple attractive acquisition opportunities for Strathcona. What we have seen is that as you consolidate the sector, we have seen that there are several targets who have been happy just to take cash as currency, which has been our only form of currency to date. But there are others who would be interested in potentially partnering with Strathcona and joining our shareholder base, but want to take shares in a publicly traded company. Hence our desire to become publicly traded. But it, it's, a s part of this transaction, Waterous Energy Fund has no intention of selling any of its its shares. Instead, over time, we're going to increase the size of the float by issuing shares to potential acquisition targets, and therefore, increase the reduce the overall percentage ownership by Waterous Energy Fund. With that, a quick background on just what we've done in building the business. I'll now turn it over to Rob Morgan, who will detail more about our existing profile of the business. Thanks, Adam. Just as a reminder, the presentation we are referring to is available on the Pipestone website, as well as the strathconaresources.com website. In terms of the business itself, on a pro forma basis, we, as Adam mentioned, we have three core areas. The first core area is Lloydminster heavy oil. This is heavy oil assets in Saskatchewan, largely under some form of enhanced oil recovery. That includes waterflood, polymer flood, and small scale SAGD. It's one of our largest margin assets in the portfolio, largely due to the quality of the oil in the area, but also in addition to shipping oil on the pipeline system in the area through the Enbridge, we blend condensate with the heavy oil. We also have a owned and operated 50,000 bbl/d rail terminal, that allows us to rail those barrels to the U.S. Gulf Coast, and achieve the premium pricing available on the Gulf Coast, versus pricing that may be achieved at Hardisty, the WCS market in Hardisty. That is our Lloydminster heavy oil, long life assets, a very low decline, low sustaining CapEx. Our second core area is the Cold Lake thermal area. The majority of the Canadian, Canada's oil sands production is from the Athabasca region. In the southern area near Cold Lake, is where our three assets are located. Again, through our consolidation strategy, we acquired these assets over the last number of years. We prefer the Cold Lake region, simply because the quality of the oil is better as you move to the southern end of the oil sands region. You have closer proximity to the, the take away pipelines in the area, and the oil has a lower viscosity and requires less condensate to blend. So we believe it gives us about a $10/bbl improved margin over the Athabasca region. Again, a very low base decline rate of around 10%, and fairly low sustaining CapEx. The Cold Lake thermal region is where we have our largest Reserve Life Index and our largest growth opportunity through the existing infrastructure we acquired with the three transactions we undertook over the years. Our third core area is Montney, and this is where the Pipestone assets are very complementary. When we look at the Montney, our, our previous, core area was in the Kakwa region, focused on liquids rich natural gas, very much like the Pipestone assets. The Montney to us is a, a natural hedge against, against the oil side of our business, both from a perspective of our thermal business in both Lloydminster and Cold Lake consume natural gas, and both areas consume condensate. The condensate that was produced from the Montney region, as well as the natural gas, provides that natural hedge across the business. Connor will outline that as we go forward. Just in terms of that, low base decline across the asset base, it translates on a go forward basis to what we believe a sustaining CapEx level of about $800 million, and we'll provide context of what that means with regards to cash flow generation going forward. The remaining portions of the presentation, again, highlight the profitability and long reserve life of the assets, the opportunities within the portfolio. I would encourage you to take some time to walk through the presentation, and as well as highlighting the low- the very low full cycle break even cost of the business, built up right from the sustaining capital through the cost structure, to essentially demonstrate a less than $40 WTI break even on the business, including sustaining CapEx. Now, I'll pass it over to Connor to talk about the capital structure. Perfect. Thanks, Rob. If folks can, who are following along, can turn to Slide 17 of the presentation. This provides a brief overview of the debt, debt portion of our balance sheet. Pro forma for closing of the transaction with Pipestone, we expect to be approximately CAD 1.7 billion drawn on our CAD 2.3 billion bank facility, with a CAD 525 million first lien bank term loan outstanding, and our $500 million notes due 2026. When we think about the long-term debt target for the business, our plan over the next couple of quarters is to use free cash flow that the business generates to repay the CAD 525 million term loan, leaving us with approximately CAD 2.4 billion of debt, which, which we view as a prudent long-term target. That that, that view on a prudent long-term target is informed by roughly CAD 2.4 billion being the amount of EBITDA the business generates at a flat CAD 70 price deck on a run rate basis. Meaning our leverage target is based on 1x that EBITDA at mid-cycle pricing of CAD 70. For some further sensitivity to that cash flow guidance, each U.S. $10 move in WTI equates to roughly $300 million move in cash flow. At current prices of roughly $80, that would mean approximately $2.7 billion in run rate EBITDA. When you couple that with current maintenance capital levels, as Rob outlined, of $750 million-$800 million, this translates into a little less than $2 billion of free cash flow, post-maintenance capital, on an unlevered basis at current prices. With that little less than $2 billion of excess free cash flow, this gives us quite a bit of flexibility in terms of investing in future growth in the business or paying out capital to shareholders. As previously outlined, our plan is to grow production on a compound annual basis of roughly 8% per year, which would translate into meaningful growth in production and associated and associated free cash flow after maintenance capital in the 2024 calendar year. On Slide 18, we give a brief overview of the hedge position of the business. While we are well, well hedged over the balance of the year on both WTI and our natural hedges with gas and condensate, we are largely unhedged for the 2024 calendar year. You know, as we pay down debt and move past the repayment of our term loan. On page 19, we'd we point out that unlike all of our peers in the space of the same or larger size, we are the only non-cash taxpayer, which further in-in-increases the conversion of the unlevered cash flow into the net excess free cash flow that the business can use for growth and/or paying out to shareholders. Then, finally, on page 20, we're proud to highlight the long-term carbon capture strategy for the business, which is to take advantage of the fact that Strathcona's thermal properties, which account for the majority of its CO2 as of right now, are at both, create a concentrated point source of CO2, and are placed directly on top of the Basal Cambrian storage reservoirs, which are ideally suited to carbon capture and storage. Which gives us both a head start from a timing perspective, in terms of doing a major carbon capture, and a cost, and a cost benefit as a well, versus our peers further north. In summary, the business pro forma will have a 53-year Reserve Life Index, ultra long, a very low break-even, $38/bbl on a sustained basis. That's after having spent the capital, the whole production flat. Have the option of growing to another up to 140,000 BOEs a day over what could be just eight years. Is naturally hedged with both natural gas and condensate, and is in a tax-efficient position as we're not expected to pay taxes for several more years. With that, we'd like to open up the floor for questions. Thank you. As a reminder, to ask a question, you will need to press star one one on your telephone. Once again, to ask a question, please press star one one on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from the line of Jason Mandel with RBC Capital Markets. Hi, good morning, guys. Congrats on this acquisition. If I could ask one question on another piece of news that just came out now from S&P, which actually moved to a negative outlook. I guess a little odd on that, largely pointing to the term loan that remains outstanding. Can you just update us on the expectation for that term loan, i.e., you know, full repayment by maturity, refinancing, et cetera? Thank you. That's our plan is the same as it's been for some time now, which is to repay the bank term loan using the free cash flow the business generates over the next couple of quarters. Day one, on close, we will also have approximately CAD 600 million of availability under our main bank line. You know, that can also be used to repay. Very good. Thank you for your help. Thank you. As a reminder, ladies and gentlemen, to ask a question, please press star one one on your telephone. I would now like to hand the call back over to Pipestone CEO, Dustin Hoffman, for any closing remarks. Thank you, operator. Thank you everybody for attending the call this morning. Any follow-up questions, you can surely reach out to the associated parties at Strathcona or Pipestone. Have a good morning, everyone. Ladies and gentlemen, this concludes today's conference call. Thank you for participating, and you may now disconnect.
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