IPC to acquire Blackpearl Resources Inc. in strategic business combination

October 10, 2018

International Petroleum Corp. (“IPC”) (TSX, Nasdaq Stockholm: IPCO) and BlackPearl Resources Inc. (“BlackPearl”) (TSX: PXX, Nasdaq Stockholm: PXXS) are pleased to announce that they have entered into an agreement under which IPC will acquire all of the shares of BlackPearl based upon a share exchange ratio of 0.22 shares of IPC for each BlackPearl share (the “Transaction”). Based upon a volume weighted average price (VWAP) of the IPC Shares for the last thirty days, this represents an acquisition price of CAD 1.85 per BlackPearl share representing a premium of 42% to the closing price of the BlackPearl Shares on October 9, 2018 or a premium of 49% to the VWAP of the BlackPearl Shares for the last thirty days. The acquisition remains subject to shareholder approvals of both IPC and BlackPearl and certain regulatory approvals, with completion expected in December 2018.

Mike Nicholson, Chief Executive Officer of IPC comments: “With the completion of this transformational acquisition, IPC will more than double its total 2P reserves, with an increased oil weighting up from 42% to 74%. Total 2P reserves and contingent resources of IPC increase close to six times. IPC’s 2P reserves life is increased by seven years and daily average net production is expected to increase by more than 50% in the years ahead compared to IPC today. We also welcome the addition of a high calibre team of BlackPearl management and operational professionals with a long track record of value creation, to complement the existing IPC team.”

John Festival, Chief Executive Officer of BlackPearl comments: “This transaction will be very beneficial to the BlackPearl shareholders, who will gain an immediate material increase in value from the offered premium as well as exposure to the free cash flow of IPC’s diversified asset base while retaining the upside exposure to BlackPearl’s quality resource base. The combined company will have the financial strength to potentially accelerate development of BlackPearl’s exciting growth projects. I am very pleased to be joining the Board of Directors of IPC and look forward to adding strategic input to IPC going forward.”

Lukas H. Lundin, Chairman of IPC comments: “I am very excited about the future of IPC as the leading oil and gas growth company in the Lundin Group. IPC’s strategy is to maximize the value of the current asset base and, at the same time, seek to use its financial strength to acquire strategic oil and gas assets. This is exactly the right time in the resource cycle to be pursuing this strategy. The acquisition by IPC of BlackPearl takes the resource base above 1 billion barrels and is another big step in delivering that strategy. The Lundin family is fully committed to remain as a major shareholder of IPC into the future.”

Summary of the Combination: IPC Post-Transaction
[mk_table style=”style2″]

Enterprise Value
Equity Value (1) USD 1.01 billion
Net Debt (2, 3) USD 348 million
Enterprise Value USD 1.36 billion
Common Shares Outstanding approximately 164 million
First Half 2018 Production
Production (3) 44,500 barrels of oil equivalent per day (boepd)
Oil and NGLs 61%
Reserves and Resources (4)
Proved and Probable (2P) Reserves 291.5 million barrels of oil equivalent (MMboe)
Reserves life index 17.6 years
Contingent Resources (Best Estimate) 852.9 MMboe
Net Asset Value (5)
2P Core NAV USD 2.43 billion