Miller Energy Snaps Up More Than $300MM Alaskan O&G Assets

Miller Energy has acquired certain former Alaskan assets of Pacific Energy Resources through a Chapter 11 U.S. Bankruptcy proceeding in Delaware.

Miller has acquired total reserves of over 13.2 million barrels of oil and 15.5 BCF of natural gas, including total proved reserves of 5.6 million barrels of oil and 3.7 BCF of Natural Gas. The discounted net present value of the Alaska reserves that Miller has acquired is over $325 million dollars, including $119 million dollars of proven reserves, $185 million of probable reserves and $23 million in possible reserves.

In addition, Miller has acquired onshore and offshore production and processing facilities, an offshore energy platform, over 600,000 net acres of land with thousands of acres of 3-D geologic seismic data, miscellaneous roads, pads and facilities all of which originally cost almost $300 million to build and install over the last 5 years.

Miller will operate the facilities through its 100% owned subsidiary, Cook Inlet Energy LLC ("Cook") , which has been approved by the State of Alaska as the long-term operator for the Alaskan oil and gas wells. Miller has hired through Cook, the operating team who had overseen the operations of these assets from early 2000 until the present.

Acquisition Details

Miller Energy Resources paid a total of $2.25 million dollars for the Alaskan oil and gas assets, and an additional $2.22 million dollars for contract cure payments, bonds and other local, federal and State of Alaska requirements to operate the facilities. Miller's acquisition multiples of the Purchase/Reserves is $0.35 per Proved MBOE and $0.06 per Proved MCFE. Including Proved, Probable and Possible Reserves makes the acquisition multiples of this purchase only $0.14 per BOE and $0.023 per MCFE.

The Alaska assets and reserves provide Miller with target reserves and production in the Cook Inlet region of Alaska located approximately 65 miles southwest of Anchorage, Alaska. These assets include, but are not limited to West McArthur River Unit, the Redoubt Unit, the Kustatan Field, the Kustatan Production Facility, the West Foreland Field, the Three Mile Creek Field, the Sabre Field, the Valkyrie Field, and certain other leases and rights-of-way, platforms, wells, equipment and other property in the Cook Inlet region

The acquisition increases Miller's total reserves 32 times, from 0.504 MMBOEs to 16.330 MMBOEs, and increases the Net Present Value (discounted at 10%) of Revenue of Miller's Oil and Gas Reserves from $4.99 million dollars (before the acquisition) to $331.13 million dollars at closing, an increase of 66 times. Miller has increased its acreage from 54,506 net acres (pre-acquisition) to 656,506 net acres at closing. Similarly, the acquisition improves Miller's Balance Sheet - For more information about the impact of the acquisition, please go to

The Alaska assets that Miller acquired from Pacific Energy were originally acquired from Forest Oil Corp. in 2007 for $464 million. In 2009, Pacific Energy declared bankruptcy and later abandoned its assets in Alaska in September 2009. In October 2009, Miller entered into an agreement to acquire the majority of Pacific Energy's Alaskan assets. In November 2009, the U.S. Bankruptcy Court approved the sale and the acquisition closed on December 11, 2009. Also on December 10, 2009, Miller Petroleum, Inc. acquired 100% of the membership interests in Cook Inlet Energy, LLC, an Alaska limited liability company from its members. As consideration, Miller issued the sellers, who were unrelated third parties, stock warrants to purchase three million five hundred thousand (3,500,000) shares of Miller common stock, plus $250,000 and certain expense related to the acquisition.

Also, in a related transaction, Miller issued a 6% Convertible Secured Promissory Note program ("Note") raising approximately $3 million dollars. The offering was oversubscribed. Miller utilized the proceeds from this offering to provide acquisition and working capital. The Note contains a convertible feature has the right to convert into shares of Miller's Common Stock at a 10% discount on the date of issuance.

Vulcan Capital Corporation served as advisor on this transaction for Miller. Sullivan, Hazeltine, Allinson LLC served as Bankruptcy Counsel for Miller.

Miller's Reaction to the Acquisition

This acquisition marks the third and largest acquisition by Miller since Scott M. Boruff assumed the Chief Executive position of Miller in August 2008. "The good news just keeps coming at Miller," noted Scott Boruff, "in the past year our shareholders have seen an increase of over 140% on their stock in the past year. This new acquisition should continue the strong improvement in Miller's value for our shareholders. Miller is very pleased to have been able to acquire these high-value Alaska energy assets at an extremely attractive value."

"The results of these acquisitions increases our reserves by 32 fold and significantly strengthens our balance sheet," commented Boruff, "Initial production is estimated to be 280 barrels of oil a day. Our three month target is over 800 barrels a day with a goal of pushing production over 1,100 barrels daily by the fourth quarter of 2010 which would generate more than $30 million dollars annually in gross revenue for Miller."

Miller's Goals

Boruff, noted the Company's immediate goals, "Our immediate focus will now be to operate these assets with an experienced team already on the ground in Alaska. Management believes that the Company has, through its investment partners, the necessary capital to build out its assets without incurring significant risk. We also believe that based on our capital raise - just concluded, that we have additional financial capital available to us should we need it to expand out our operations. Beyond Alaska, Miller continues to see great value in our Tennessee operations in the emerging Chattanooga Shale and we expect to continue to develop this reserve and production basin. Miller now has its feet firmly planted in two very productive oil and gas basins in the U.S. and we expect to grow within these regions as we exploit the resources we now have acquired.

Boruff acknowledged that the value of the acquisition was attractive, "The average oil company acquisition in the U.S. this year has been purchased for approximately $19.17 per Proved BOE making our acquisition of $0.36 per Proved BOE look positive. Similarly, Exxon's recent announced purchase of XTO Energy for approximately $7.00 per MCF of total reserves (proved, probable and possible as noted by Morgan Stanley) makes our purchase of total reserves at $0.024 per MCFE look favorable. Further, XTO is a neighbor of Miller's in Alaska."

"Beyond our development of our Alaska and Tennessee assets, we will also continue to be opportunistic about additional energy opportunities as they present themselves.", Boruff commented on Miller's strategy, "Miller's veteran management team has consistently been among early identifiers of premium energy assets, and has a record of repeatedly developing these assets to realize their value to shareholders' best advantage. Deal flow continues at an all time high and additional financial partners join us daily, setting the groundwork for a very exciting 2010 for Miller."


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