Husky Purchases ExxonMobil Assets for $860MM, Increases Capex to $4.86B

Husky announced several cornerstone strategic initiatives intended to accelerate near-term production and reserve growth and to secure its medium and long-term growth opportunities. At the same time, the Company announced key elements of its financing plan, which is directed towards retaining its investment grade financial profile.

"The initiatives announced today represent the culmination of significant effort and focus to bring forward major projects that will create sustainable shareholder value over the near, mid and long term," said CEO Asim Ghosh. "Together, they are a statement of confidence in our business and in the tremendous growth opportunities in our portfolio."

Strategic Steps for Near-Term Production and Reserve Growth

  • Western Canada Oil & Natural Gas Asset Acquisition – Furthering its strategy to boost near-term production, Husky has signed an $860 million purchase and sale agreement with ExxonMobil Canada Ltd. to acquire oil and natural gas properties in Alberta and northeast British Columbia. Recent acquisitions will add approximately 33,000 barrels of oil equivalent (boe) per day of production.
  • 2011 Capital Expenditure and Production Guidance – A $4.86 billion capital expenditure program, including the asset acquisition, has been approved for 2011. This represents an increase of over 20 percent from the 2010 capital expenditure program and will enable the Company to continue its strategy of accelerating near-term production, while providing the funding necessary to advance mid and long-term growth projects. Production guidance achieves the three to five percent annual growth target.

Strategic Steps for Medium-Term Production and Reserve Growth

  • Sunrise Energy Project Sanction – Phase I of the Sunrise Energy Project in northern Alberta has been sanctioned for development. Sunrise is a premier in-situ oil sands project that will serve as a key pillar of Husky's growth and is an important step in unlocking the full potential of the Company's extensive oil sands portfolio. Contracts for transportation, engineering and construction, valued at approximately $2 billion, will be awarded soon.
  • South East Asia Asset Retention – Husky will retain its South East Asia assets and is moving forward with its significant growth opportunities in the region. The finalization of a joint-venture development agreement with China National Offshore Oil Corporation (CNOOC) is at an advanced stage and the overall plan of development for the Liwan 3-1 natural gas project is expected to be submitted in early 2011.

Financing Initiatives

  • Financing – To support its strategic growth initiatives, Husky announces its intent to proceed with a $1 billion equity issue by way of a public common share offering and a private placement to its principal shareholders for their pro rata share of the $1 billion. Further, the Company is taking steps to establish a mechanism to allow common shareholders to choose to receive dividends in cash or shares. Husky's principal shareholders have agreed to take their dividends as shares from Q1, 2011 to the end of 2012, as may be required to provide equity support to retain the investment grade financial profile.

Steps for Near-Term Production and Reserve Growth

Western Canada Asset Purchase

Husky has signed a purchase and sale agreement with ExxonMobil Canada Ltd. to acquire oil and natural gas properties in Alberta and northeast British Columbia. The $860 million acquisition will add 21,900 boe per day of production and 113 million boe of proved and probable reserves, based on Husky's reserves estimate.

The ExxonMobil purchase includes 16,300 boe per day of natural gas production, 4,800 barrels per day of oil production and 800 barrels per day of natural gas liquids. Husky's reserve estimate is 104 million barrels of proven oil equivalent and nine million boe of probable reserves, based on an effective date of December 1, 2010. This agreement is subject to regulatory approvals and final closing.

"The properties have very attractive metrics, reflecting our commitment to financial discipline," said Ghosh. "They are located in core operating areas where we will be able to leverage our existing infrastructure to create additional shareholder value."

The purchase of natural gas properties in west central Alberta, announced in September, has now received regulatory approval. The acquisition adds 10,800 boe per day in a core producing area.

These acquisitions will significantly increase Husky's near-term production, adding approximately 33,000 boe per day.

2011 Capital Expenditure Program

The Company is taking steps to further the momentum it has achieved in accelerating near-term production, with the approval of a $4.86 billion capital program for 2011. The expenditure program, which includes the ExxonMobil asset acquisition, represents an increase of over 20 percent from the 2010 program.

It will allow the Company to continue to invest in accelerating production opportunities in Western Canada while at the same time providing the funding necessary to advance mid and long-term growth projects.

Upstream capital spending is being directed to those opportunities offering the highest potential returns, such as oil and liquids-rich gas resource plays, and focuses on Husky's extensive portfolio of resources and land holdings in Western Canada. As natural gas pricing improves, the Company is ready to increase gas tie-ins and production.

Production guidance for 2011 is consistent with our target of three to five percent annual growth. Recent acquisitions offset the base production decline. The increased capital expenditures in late 2010 and early 2011 will begin to contribute to production in late 2011.

Steps for Medium-Term Production and Reserve Growth

Sunrise Energy Project Sanction

Husky and its joint-venture partner will move forward with the construction of facilities for the phased development of the Sunrise oil sands lease in the Fort McMurray region of northern Alberta. The first phase, estimated to cost $2.5 billion, is expected to produce about 60,000 barrels per day gross beginning in 2014.

"Sunrise represents a transformational opportunity for the Company," said Ghosh. "Over time, Sunrise alone has the potential to deliver more than 50 percent of our current production and is just one of several oil sands leases in Husky's portfolio. Collectively, they will provide a source of stable growth to create substantial shareholder value in the coming decades."

Sunrise, of which Husky is the operator, will use proven steam-assisted gravity drainage (SAGD) technology, limiting site disturbance. Sunrise is estimated to have more than 3.7 billion barrels of proved, probable and possible bitumen reserves (127.5 mmbbls proved, 1,895.5 mmbbls probable and 1,685.0 mmbbls possible) as of December 31, 2009 (Husky's share 50 percent).

Transportation contracts for Sunrise production and diluent and other major contracts for engineering and construction, with a combined value of approximately $2 billion, are progressing and expected to be awarded soon.

South East Asia Asset Retention

After carefully weighing options for the Company's South East Asia assets, including a potential spinoff, Husky has decided the assets will remain a key pillar in its growth strategy.

At this stage in the development of the South East Asia assets, the Board of Directors is of the view it is in the best interest of shareholders to continue to build a material business in the resource-rich region, which can leverage the close proximity to major energy markets in Hong Kong and Mainland China.

The finalization of a joint-venture development agreement with CNOOC is at an advanced stage and Husky expects to submit the overall plan of development for the Liwan 3-1 project in early 2011. First gas is anticipated in late 2013, ramping up through 2014.

The Company has made considerable progress in advancing the Liwan 3-1 natural gas project in the South China Sea towards development. The Government of China has approved the Original-Gas-in-Place (OGIP) report for the Liwan 3-1 field. Tendering for major equipment and facilities is underway and key contracts are expected to be awarded soon in order to achieve first gas production in late 2013. Development drilling is also underway.

In addition to Liwan 3-1, the Company has a high-quality asset base in South East Asia, including further natural gas discoveries on Block 29/26 at Liuhua 34-2 and Liuhua 29-1, the producing Wenchang oil field and other growth opportunities in Indonesia, including the Madura BD and MDA gas fields.

Husky recently received approval from the Government of Indonesia for an extension to the existing Madura Strait Production Sharing Contract and is moving forward with its partners with plans to develop the Madura BD field in 2011.

Financing Plan

Husky announces its intent to proceed with a $1 billion equity issue by way of a public share offering pursuant to its recently filed base shelf prospectus, and a private placement to its principal shareholders for their pro rata share of the $1 billion.

In addition, Husky intends to introduce a mechanism to allow common shareholders to choose to receive dividends in cash or in shares. The Company has received the agreement of its principal shareholders to receive dividends in shares commencing in Q1 2011 and through to the end of 2012, as may be required to provide equity support to retain the Company's investment grade financial profile during a period of significant capital investment focused on delivering future growth.

Finally, the Company will explore hybrid and other financing options as required to support this growth. Husky's principal shareholders are fully committed to supporting the Company's financing plan going forward.

Corporate Developments

In order to deliver on its strategic growth initiatives, Husky has restructured its organization around its core Upstream, Midstream and Downstream business sectors.

To support the Chief Operating Officer portfolio in Upstream, the Company has recruited a VP of Oil Sands and is currently recruiting a VP of Western Canada. These two new positions complement the existing Upstream team, which includes a VP of East Coast Operations, VP of Exploration, VP of Heavy Oil, and VP of Engineering & Procurement Management. The Company has also appointed a new COO for South East Asia.

The Company has created a VP of Downstream position to oversee the Company's refining and upgrading operations.

The VP of Midstream and Refined Products will continue to lead the Company's midstream and retail operations.

Summary

"Over the past six months we have stabilized production and made solid progress on a number of key strategic fronts," said Ghosh. "We have executed two core acquisitions that add immediate value and production, given the green light to begin construction on the Sunrise Energy Project, made an important decision on the future of our South East Asia assets, and approved financing initiatives and a capital expenditure program that will allow us to build on our momentum in 2011.

"While there is a lot of hard work ahead, the achievements of the past six months have set us on a sound course to achieve our goals."

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