Iron Bridge Resources Inc. (“Iron Bridge”, “IBR” or the “Company”)
(TSX: IBR) today responded to a desperate campaign of misinformation
recently presented by Velvet Energy Ltd (“Velvet Energy” or “Velvet”),
intended to mislead Iron Bridge shareholders about the value of their
investment and the substantial upside potential of their Company.
Additionally, the Company’s Board of Directors (the “Iron Bridge Board”
or “Board”) reiterated its prior unanimous recommendation, based
upon the recommendation of its independent special committee, that IBR
shareholders REJECT the unsolicited
offer from Velvet Energy to acquire all of the issued and outstanding
common shares of IBR at a price of $0.75 per share in cash (the “Offer”).
Velvet is seeking to acquire Iron Bridge’s oil-rich Gold Creek Montney
asset at a substantial 85% discount to its resource value potential.
This would deny Iron Bridge shareholders exposure to tremendous growth
upside and price improvement in the commodity sector. Recent comparable
Montney land transactions imply a value of approximately $3,500 per
acre, almost three times the $1,300 per acre land value implied by
Velvet’s offer for Iron Bridge’s 49,600 net acre position. Further,
Velvet’s Offer does not reflect any value for the substantial synergies
Velvet would realize by controlling Iron Bridge’s lands, without which
it faces major impediments to its own development plans.
Rob Colcleugh, Chief Executive Officer, said, “Having spoken to a large
number of our shareholders, I am confident that the current Velvet Offer
will be rejected. Yet, Velvet has made no attempt to contact Iron Bridge
to propose an offer that might be more acceptable to our shareholders.
Instead, they try to intimidate shareholders into tendering to the Offer
with unscrupulous tactics, including using data they know to be
incomplete and unrepresentative of the resource quality or its
potential. This is a continued pattern of questionable behavior by
Velvet and its management team. We are dismayed that the Canadian
Pension Plan Investment Board and Warburg Pincus would support these
types of actions from Velvet’s leadership.
“From the beginning, Velvet has based its campaign on deceptive claims
and baseless attacks. Whether misrepresenting the meagre premium it is
offering, the quality of Iron Bridge’s premium assets, the Company’s
long-term prospects or the likelihood of superior alternatives emerging,
Velvet cannot be trusted and its Offer is clearly not in the best
interest of Iron Bridge shareholders.”
Velvet’s most recent attacks, citing cherry-picked figures from public
datasets to raise doubts about the quality of Iron Bridge’s Gold Creek
Montney land holdings, are misleading and self-serving. In May 2018 the
Company disclosed initial, enhanced production rates from two of its
Gold Creek wells, and has continued a deliberate process of well testing
and evaluation. Production has been constrained by water disposal until
an additional, third disposal well enters service which is expected
shortly. While under this constraint, the Company fitted the 100/8-21
and 102/8-21 wells with downhole chokes in order to capture data on the
impact of production pressure on gas-oil-ratios and water-cuts. Though
this resulted in lower production volumes over the time period in
question, it has provided important data with regard to maximizing
resource recovery. With additional water disposal, the Company will now
be able to increase flow rates and draw down pressures which is expected
to facilitate the clean-up of these wells. The Company intends to
provide a full update on its progress at Gold Creek with its second
quarter results release, scheduled for August 14, 2018.
Contrary to Velvet’s repeated uninformed claims and misrepresentations,
Iron Bridge has continued pursuing its plan to generate substantial
long-term value for its shareholders. IBR is currently engaged in
discussions with multiple potential “white-knight” parties that may
result in a superior proposal to the Velvet Offer, some of which would
also allow Iron Bridge’s shareholders to retain the ability to
participate in the significant development upside of the asset. In
addition, the Company has proposals from a number of potential strategic
capital partners that would allow it to drive development plans forward
on its own. These financial parties are supportive of our efforts to
examine alternative proposals prior to engaging financing alternatives.
The Company is committed to providing an alternative that maximizes
value for all of its shareholders.
The Board continues to recommend to IBR shareholders that they REJECT
the Velvet Offer and DO NOT TENDER
their Iron Bridge common shares. If shareholders have tendered their
common shares in error and wish to WITHDRAW,
they simply need to ask their broker or Evolution Proxy, Inc. (contact
information below) for assistance with this process. A more detailed
discussion of the reasons for rejecting the unsolicited Offer and the
inadequacy opinion provided by Cormark Securities Inc. is contained in
the Directors’ Circular that was mailed to each of Iron Bridge’s
shareholders and filed with Canadian Securities regulatory authorities.
The Directors’ Circular is available on SEDAR (www.sedar.com)
and on the Company’s website (www.ironbridgeres.com).
How to Withdraw Tendered Common Shares
To reject the unsolicited Offer, you should do nothing. Shareholders who
have already tendered their Iron Bridge common shares to the unsolicited
Offer can withdraw them at any time before they have been taken up and
accepted for payment by Velvet Energy. Shareholders holding shares
through a dealer, broker or other nominee should contact such dealer,
broker or nominee to withdraw their Iron Bridge common shares.
Advisors
Cormark Securities Inc. is acting as financial advisor to the Company,
Torys LLP as legal advisor, Evolution Proxy as information agent, and
Gagnier Communications as strategic communications advisor.
Reader Advisories
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words “expect”, “anticipate”, “continue”,
“estimate”, “may”, “will”, “project”, “should”, “believe”, “plans”,
“intends” and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information relating to the unsolicited takeover bid from Velvet and
Iron Bridge’s recommendation to shareholders to reject such bid, and the
potential emergence of any white knight or strategic capital partner, or
than any such white knight or strategic capital partner will make a
proposal on terms that are favourable to Shareholders, or at all. These
forward-looking statements and information are based on certain key
expectations and assumptions made by Iron Bridge. Although Iron Bridge
believes that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable,
undue reliance should not be placed on the forward-looking statements
and information as Iron Bridge cannot give any assurance that they will
prove to be correct. Since forward-looking statements and information
address future events and conditions, by their very nature they involve
inherent risks and uncertainties, actual results could differ materially
from those currently anticipated due to a number of factors and risks.
For additional information on risks and uncertainties, see the Company’s
annual information form for the year ended December 31, 2017 (“AIF”)
and most recently filed quarterly management’s discussion & analysis (“MD&A”),
which are available on SEDAR at www.sedar.com.
The risk factors identified in the AIF and MD&A are not intended to
represent a complete list of factors that could affect the Company.
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