Hello, and welcome to the 2025 Annual and Special Meeting of Shareholders of Kelt Exploration Ltd. Please note that this meeting is being recorded. It is my pleasure to introduce the President, Chief Executive Officer, and Director of Kelt Exploration Ltd., Mr. David J. Wilson. Mr. Wilson, the floor is yours.
Thank you. Good afternoon, ladies and gentlemen. Welcome to the meeting of the shareholders of Kelt Exploration Ltd. My name is David J. Wilson, and I am the President, Chief Executive Officer, and Director of Kelt Exploration Ltd., and I will assume the position of Chair for this meeting. I'm pleased to note that all of the directors of the corporation have also joined us virtually today. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged with designated shareholders or proxy holders to move and to second the motions of business. The meeting will now come to order, and if there are no objections, I shall ask Louise Lee to act as Recording Secretary of the meeting, and Nazim Nathoo of Odyssey Trust Company to act as Scrutineer of the meeting.
The Secretary has provided me with proof of mailing of the Notice of Meeting, instrument of proxy, management information circular, and accompanying documents to the registered shareholders and the directors of the company. I direct a copy of the proof of mailing together with copies of the documents mailed to shareholders be kept by the Secretary with the records of this meeting. With the consent of the meeting, the reading of the Notice of Meeting will be disposed with. The bylaws of the corporation state that the quorum for the purposes of a meeting of shareholders is established based on two persons present and holding or representing by proxy at least 25% of the shares entitled to vote at the meeting. The scrutineer has provided me with their preliminary report regarding shareholder attendance at the meeting.
Accordingly, I now declare that the meeting is regularly called and properly constituted for the transaction of business. During the formal portion of the meeting, only registered shareholders and duly appointed shareholders who have logged into the meeting using their control numbers provided by Odyssey Trust will be able to ask questions. During the Q&A portion of the meeting, these options will be made available to all attendees of the meeting. There are two ways for attendees to ask any questions that they may have: using the chat function for written questions or verbally using the device that they have used to join this meeting. As it relates to written questions, to ask a question, select the Messaging tab, type your message within the box at the top of the screen, and click the Send arrow.
As it relates to live audio questions, if you would like to ask a verbal question, click the Request to Speak button in the broadcast window. Please enter your full name and the topic of your question. If prompted, click Allow in the pop-up to grant access to your microphone. Click Join Queue to confirm that you are ready to join the live audio facility. Once in the queue, you will be able to listen to the Q&A session. When it is your turn to speak, the moderator will ask you to speak or will ask you to please ask your question. You will hear a beep. After the beep, please go ahead with your question. You can refer to the virtual meeting guide posted on the Documents page of this meeting platform.
As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for orderly conduct. Questions will be addressed at the appropriate time during the meeting. Once discussion on all items of business has concluded, I will give you an additional minute to enter your votes. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see on the screen all motions being brought forth at this meeting. If you have already voted in advance, do not vote again online during the meeting unless you want to change your vote. If you vote again using the online ballot, your online vote during the meeting will revoke your previously submitted proxy.
The first item of business is a presentation of the auditor's report and the financial statements of the corporation for the year ended December 31, 2024. Copies of the foregoing were mailed to each registered shareholder and are available on the corporation's website and on SEDAR. It is not proposed to read the financial statements to the meeting. Receipt and presentation of the financial statements for the year ended December 31, 2024, are hereby acknowledged. I direct that the financial statements and the auditor's report be annexed to the minutes of this meeting. Next item of business is to fix the number of directors to be elected at the meeting at six.
I move that the board of directors of the corporation shall be fixed at six members.
I second the motion.
You've heard the resolution. Are there any questions? I will now proceed with the next item of business. The next item of business is election of the board of directors.
I nominate Jennifer Haskey, William C. Guinan, Ray Kwan, Neil G. Sinclair, Janet E. Vellutini, David J. Wilson for election as directors of the corporation to hold office for the ensuing year.
Are there any further nominations? I now declare the nominations closed. Could we have a motion regarding the election of directors?
I move that each of the following nominees, Jennifer Haskey, William C. Guinan, Ray Kwan, Neil G. Sinclair, Janet E. Vellutini, and David J. Wilson, be hereby elected as director of the corporation to hold office until the next annual meeting of shareholders or until their successor is duly elected or appointed.
I second the motion.
You've heard the resolution. I will now proceed with the next item of business. The next item of business is the approval of an ordinary resolution authorizing amendments to the corporation's restricted share unit plan and the approval of all the unallocated entitlements thereunder, all as more particularly described in the corporation's management information circular prepared in connection with the meeting.
I move to approve an ordinary resolution authorizing amendments to the corporation's restricted share unit plan and the approval of all the unallocated entitlements thereunder, all as more particularly described in the corporation's management information circular prepared in connection with this meeting.
I second the motion.
You've heard the resolution. Are there any questions? I will now proceed with the next item of business. The next item of business is the approval of an ordinary resolution adopting the corporation's new performance share unit plan as more particularly described in the corporation's management information circular prepared in connection with the meeting.
I move to approve an ordinary resolution adopting the corporation's new performance share unit plan, all as more particularly described in the corporation's management information circular prepared in connection with this meeting.
I second the motion.
You've heard the resolution. Are there any questions? I will now proceed with the next item of business. The next item of business is the appointment of auditors.
I move that PricewaterhouseCoopers LLP be and are hereby appointed as auditors of the corporation until the next annual meeting or until a successor is appointed, and that their remuneration be fixed by the board of directors.
I second the motion.
You've heard the resolution. Are there any questions? As there is no further discussion, we will proceed to provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballot. As a reminder, if you've already voted in advance, do not vote again unless you want to change your vote. If you vote again using the online ballot, your online vote will revoke your previously submitted proxy. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. I now declare the polls closed. I have been advised by the scrutineer that a sufficient number of votes were received to pass all of the resolutions before us today. That concludes the formal business brought before the meeting. As there is no further business, I declare the formal part of the meeting to be concluded.
We'll now proceed with the management presentation, and Sadiq Lalani will start the presentation and do the first application.
Good afternoon, fellow shareholders, ladies and gentlemen. For those of you that are not familiar with how Kelt got started, back in 2013, we sold a company called Kelt Exploration for $3.2 billion to Exxon Corporation. Part of that transaction, we spun out about CAD 140 million worth of assets into a spin co. That spin co became Kelt Exploration. The initial assets in the company represented about 3,000 BOEs a day of production. About 85% of that was gas. The three properties included in the initial formation of the company were a 40% interest in a Montney asset in British Columbia called Inga, 16 sections of Montney lands in an area called Karr in Alberta, and some dry gas in an area called Grande Cache. Fast forward to today, two of those assets have now been monetized. The CARR assets were sold in January 2017 for CAD 100 million.
The Inga assets, which were consolidated to 100% in 2015, were ultimately sold in 2020 for just over $0.5 billion. Kelt's focus today is primarily on the Montney and Charlie Lake Fairway. We have about 339,000 acres of Montney rights and approximately 87,000 acres of Charlie Lake rights. Our business plan, in order to create value, focuses on a 2x or better recycle ratio over a long period of time on a 2P basis. Management and the board are aligned with Kelt shareholders through their significant equity ownership in the company. The capital structure of the company is fairly simple. We have just under 199 million shares outstanding. A recent price in early April put the market cap at CAD 1.2 billion. We currently have debt of just over $100 million , so fairly unleveraged on the balance sheet.
For dilutive instruments, we do have another 9.6 million shares pursuant to stock options and RSUs, which represent only 4.8% of the outstanding stock, giving us a fully diluted number of just under 209 million shares. Directors and officers of the company do own 18% of the stock outright and 20% diluted. That stock ownership, in addition to shares that were owned at Kelt Exploration that got rolled over into Kelt, the directors and officers have been fairly active purchasing additional shares over the last 12 years. Just about every equity financing that the company issued, the insiders were a participant of. In addition to that, we've spent close to CAD 47 million buying stock in the open market. As we sit here today, the insiders do own 36.8 million shares or 19% of the shares outstanding.
We came up with a CapEx budget here in January of 2025, looking to spend CAD 328 million this year, slightly below the CAD 333 million we spent last year. The focus this year is going to be on drilling and completing wells in three of our core properties: the Wembley Pipestone Division, the Pouce Coupe Division, and the Oak Division in BC. We will spend another CAD 97 million on equipment and facilities and pipeline. CAD 22 million of other spending includes a CAD 14 million 3D seismic shoot in BC in the Oak Division. This program will see us drill 30.5 net wells and complete 33.5 wells. Most of this activity will happen in Alberta. As many people already know, LNG Canada, the big project on the West Coast, should come online here mid-year.
For the time being, Station 2 gas prices have been quite depressed, so we've got a pretty small program in BC this year. We think when LNG Canada does come on, we'll see an improvement in Station 2 pricing, and we could ramp up our program in BC next year. As far as production goes, we are forecasting 44,000-48,000 BOEs a day as an average for the year. This would be a 40% increase if we use the midpoint number for that range from last year, where we averaged about 33,115 BOEs a day. During the first half of 2025, production is expected to be in that 38,000-40,000 BOEs a day, and then a big ramp up in the second half of the year. That ramp up is basically production that we already have behind pipe.
These are wells that have been drilled, completed, and tied in, but are currently shut in, just waiting on a third-party gas plant. This gas plant is the CSV Midstream Solutions Corp. Albright Gas Plant in our Wembley Pipestone division. The owner-operator of the plant is expecting to bring this plant on in June of this year. After the plant comes on, we should be able to ramp up our production by about 8,000-10,000 BOEs a day just from gas that goes through that plant and associated liquids. This slide here just summarizes the content of our production. In 2024, we were about 63% gas, 37% oil and liquids. The oil and liquids are of a good quality netb ack. 26% of our production was light oil or condensate, and 4% was condensate removed from the gas.
Another 7% would be other liquids, and 63% would have been dry gas. With our 26% production being oil, and actually 30% if you use the condensate from the gas, that actually generated 97% of our cash flow last year. Moving on to commodity prices, we've seen a lot of volatility this year. During the first couple of months of the year, WTI oil averaged over $70 a barrel. With recent events globally in terms of expectations on tariffs from the U.S. and the impact it'll have on oil demand, and with OPEC Plus's recent announcement to bring on shut-in production sooner than they had anticipated, we have seen WTI prices kind of move down to the low $60s.
When we look at our sensitivities, a 10% move in the realized price of oil and liquids for Kelt would affect cash flow by about CAD 35 million or 10%. On the other hand, gas prices have gone the other way. We've seen gas prices move a little bit higher than what we had forecasted here. Again, looking at the sensitivities on gas prices, a 10% move in the realized price of gas would affect our cash flow by CAD 18.3 million or 5.3%. In order to provide some security on gas pricing, we have diversified our gas markets. If the operator could just move us to the next slide, please. There we go. With gas market diversification, we're anticipating to have about 61% of our production at the AECO Hub, and then we have the rest of our gas in Dawn.
We've transferred over some gas over to NYMEX Henry Hub, and we do have some gas at Chicago and Station 2 as well. With the diversification of gas markets, we're able to realize a higher gas price than just being in one hub all the time. One of the big things that we've done over the last few years here is set ourselves up for pretty good growth here over the next few years. In order to do that, other than having lots of inventory on the drilling front, we also need gas processing capacity. A lot of our drilling brings on oil production, associated liquids. In order to produce that oil, we do have to have a home for our gas.
Looking at where our processing capacity was last year, about 167 million a day of processing in 2023, which moved up to 187 last year. During 2025, with new gas plants coming on stream in both the Wembley Pipestone Division and the Pouce Coupe Division, we will bring our processing capacity up to 297 million a day and looking to expand that to 322 in 2026 and up to 347 million a day in 2027. This gives us the ability to keep growing our production at significantly high rates. The timing of these gas plants for 2025, I think I mentioned earlier, the CSV plant in Wembley Pipestone is expected to come on in June. We have about 25 million a day of capacity at a new plant in Pouce Coupe called Gordondale West, which is expected to come on in May.
Just to protect our capital program, we have entered into a few different hedging contracts. Some of the more significant ones include a NYMEX gas contract for 20 million a day for the remainder of the year at CAD 6.40. We have locked a piece of that with a basis differential deal to Dawn at CAD 0.63, which gives us a realized price of CAD 5.70 at Dawn. We also have another 10 million a day on a collar for NYMEX gas at $5 by $10 and MMBTU. On the oil side, we also have some good hedges in place. We have about 1,000 barrels a day, excuse me, for the second quarter at CAD 106. For the remaining nine months of the year, we also have 2,000 barrels a day at $69.66 combined with our currency hedge at CAD 1.3795.
That would give us CAD 96 for the WTI oil for the rest of the year. Moving on to our net packs, we're looking at a net pack of 2,175 BOE for 2025, which would be an 11% improvement from last year. G&A and interest expense are still at a very low level compared to our peer group. Most of that net pack goes right to the bottom line, giving us adjusted funds from operations of CAD 20.33 per BOE. As we move forward and expand our development drilling program, we think we'll see further improvements in our costs, currently forecasting about CAD 9.90 per BOE for operating expenses, and those should come in a little bit lower and a very good competitive royalty rate of about 11% on our sales.
Just to summarize, we are looking at sales in 2025 of about CAD 671 million, a 43% improvement from last year, and adjusted funds from operations based on the budgeted commodity prices of CAD 345 million, 55% improvement from last year. We will review these commodity prices in May when we come out with our first quarter results. If there is a need, we will make some adjustments to the guidance on adjusted funds from operations. Needless to say, we're running a fairly strong balance sheet of only CAD 110 million of net debt by the end of 2025, 0.3 times debt to cash flow. With that balance sheet in place, we feel the capital program combined with the low leverage and our hedging contracts should be very doable at CAD 328 million.
As far as returns, over the last three years, we've averaged a 14.5% return on average capital employed. As we kind of move on to a development-style drilling program, we should see some more efficiencies and maintain these types of returns. We did come out with our reserves when we reported our year-end results in March. We had an 11% improvement in PDP reserves of 78.9 million BOEs and a 5% improvement in 2P reserves, moving us up to 435.2 million BOEs. The 2P reserves are split about 40% liquids and 60% gas. We replaced our production, our 2024 production, by 164% on a PDP basis and by 282% on a 2P basis. The independent evaluators also reflected the strong drilling inventory that we have. In the future development capital, they have booked a total of 404 locations, future locations to be drilled.
We would have to spend CAD 2.8 billion to do that. Internally, we see even higher inventory. Over time, this higher inventory should work its way into the reserve report. Just to summarize the reserves, our FD&A costs for the last three years have averaged, on a PDP basis, about CAD 1,367 a BOE, giving us a 1.9 times recycle ratio on the last three-year net packs. On a 2P basis, we have averaged CAD 1,097 a BOE, giving us a 2.4 times recycle ratio. As part of the reserve evaluation, there is a calculation on net asset value. Given the independent engineering report, which included forecasted commodity prices for the average of three different consultants, the WTI price was forecasted to go from $71.58 this year to $79.22 by 2029. NYMEX gas was forecasted to go from $3.3125 to $4.0129.
With these commodity prices, our approved reserves represented about CAD 10.34 a share of net asset value before tax at 10% discount rate. The probable reserves add another CAD 6.32 per share. Adjusted for land and debt would give us a net asset value of about CAD 16.85 a share. I will now turn over the floor to David Wilson for the operations part of the update. Thanks, Sadiq. Kelt is a pretty simple company. We operate in three divisions: Oak, Pouce Coupe/Progress, and Wembley Pipestone. Predominantly a Montney company. We do have some very good Charlie Lake inventory, and I'll talk a little bit about that when we get into the division where we're doing drilling in that zone. For the most part, we're a Montney-dominated oil and gas company. Here is a snapshot of the divisions, what we produced in 2024.
They're going to change quite a bit here by the end of this year. Pouce Coupe/Progress will probably be up on a BOE basis by a good 25-30%. Wembley Pipestone will almost double by the end of the year. As Sadiq mentioned, we've got a gas plant that's coming on stream here, hopefully in the next couple of months, that allows us to increase that production substantially. Oak, Flatrock , it's going to be probably about a 10% bump by the end of the year. We're going to be quite aggressive in Oak there next year because we think that with the new LNG terminal coming online on the West Coast, the gas market in BC is going to be quite good, and we'll drill into that uptick in gas prices. This is pretty much a snapshot of the whole company across the BC/Alberta border.
Again, like I said, we've got Oak up in BC and Pouce Coupe/Progress in the middle of the page. Down in the right-hand corner is our Wembley Pipestone division. As I mentioned, very much a Montney company. We've got 531 sections of Montney and 137 sections of Charlie Lake. Lots of inventory. I think that's probably the takeaway from today that an investor should have is that we're very long inventory in both places. Here's why the industry really covers the Montney place. You could see here that we've got the Montney section. Within that Montney section, in some areas, you've got as many as five different intervals that are being developed. Much like the Permian in the U.S., you've got this extremely thick interval that you're able to develop multiple layers in.
It makes it a very efficient play to develop. As a result, it's something that has gained a lot of popularity here in Canada. I should just point out to that note that in Pouce Coupe, we've got areas where we've actually developed five different horizons in the Montney section. Like I say, it makes for a lot of inventory when you start adding up all the different zones. Starting over in Oak, big land block, 300 sections, we actually have just finished shooting a big 3D program over here. Up until now, we've only had a very small little postage stamp 3D along with a bit of 2D. We've pretty much shot the west, not quite the west half, but almost the west half of this block.
We just come across the first river to the east, just east of the point where it says 6 of 35. We've went all the way west over to the other side of the block. The few little pieces in there that we weren't able to shoot, but for the most part, it's a pretty thorough 3D that we were able to get in here and get done. Jumping over to Alberta. I should just mention on Oak, I know I'd mentioned before that we'd have an aggressive program next year. The reason that we did bump the program and only are drilling for this year in BC is the station two pricing there is quite weak. We expect it to be weak up until LNG Canada starts up. We actually expect that to flip around.
Gas that was normally going to AECO through one of the big lines there, it'll actually flip around and you'll have AECO gas coming into the Station 2 market. We think that's going to make a premium market in Station 2. Just the very fact that you bring in AECO into Station 2 should make Station 2 pricing slightly higher than AECO, which we think will be already high due to the extra takeaway on the West Coast there. Next year, expect 12-15 wells here. Getting back into Alberta here, this is a slide of our Montney lands in Alberta. The upper stuff in Progress, Pouce Coupe doesn't look like a big land block, but it's a bit deceiving because we haven't included our Charlie Lake lands here. When you lay over the Charlie Lake lands, it becomes a much more contiguous block.
The nice thing about this area is we're able to use the infrastructure, whether it's compression pipelines, batteries. We're able to use, whether it's a Montney play or a Charlie Lake play, we're able to go into the same infrastructure and use that. It is quite efficient. I'll get into Wembley further in one of the next slides. Pouce Coupe/Progress here, just to continue on it. We've got four different gas plants that we are going to be producing to. I say going to be because the one plant is a new plant, Gordondale West. It is expected to come on stream actually in May. We'll be taking another 25 million a day at that plant. It allows us to bring on some new production here.
We've got, like I said, it's a pretty interesting area here because there's actually three different types of Montney plays here. There's a dry gas play, quite an oily play, and then there's one that's almost in between there, maybe 60 or 70 barrels per million. We'll continue to drill this Montney play along with some of the Charlie Lakes that I'm going to show you that are in the same area. Jumping down to Wembley. What we're showing here is our Wembley block, about 172 sections net. The red dots that you see are actually pads. Significantly more wells on here than what you're seeing as dots. What we've done here is we went in and I think we did a really good job of delineating the entire land block.
We're to the point now where you can point at any one of the green lands and we should be able to tell you what sort of well you should get out of any particular layer in the Montney and what sort of liquid yields, what sort of productivity. To that end, we've been able to go in here and develop this quite efficiently because we've been able to go in and put our infrastructure in place so that it's set up for full development mode. You could see we've got the 2025 budget. With that, we're planning to spend, it's going off memory, but I better not, drill 19 wells. Four of these we'll probably drill at the end of the year so that if something happens unforeseen on the commodity side, we can always pull it out of the budget if need be.
That is what our budget is here. You can see we are growing this property quite quickly. As I mentioned, with the delineation, we have been able to go in and build all our infrastructure in a way that allows us to go in and develop this at a fairly quick pace. We have determined what kind of maximum flows would be through the pipelines, what we are going to need for batteries, what we need for compression. For the most part, most of that is in place. Really, all we have to do is continue to add some compression as we bring on new wells, maybe a little more water injection, and a few small little tie-ins to this main infrastructure. All the heavy lifting has been done, and we are at a point that we can go to full development on this Wembley property.
I'd mentioned I'd get back onto the Pouce Coupe/Progress area with Charlie Lake. Like I said before, if you layer this land block of Charlie Lake, overlay it over the Montney, you come up with a pretty nice, fairly contiguous land block. To that end, we've started to drill up a lot of the Charlie Lake stuff that we've been putting off. This year, we've got 10 wells in the budget. Now, again, like Wembley, we've got a couple of wells that we'll push off towards the end of the year so that you can always, if anything happens unexpected on the commodity front and you want to pull back on your capital a little bit, you can do that and push those into next year if need be. Right now, we've got 10 wells planned in the Charlie Lake.
Two of those actually are down in Wembley Pipestone, and they're already drilled and completed and on stream. Other than that, the one thing I'd say about the Charlie Lake is just it's a really economic play for us that's quite oily. In most cases, it pulls our oil content corporately up a bit because most of these wells are quite oily. As a result, very good economics. I won't belabor this slide too much other than I just should point out again that Kelt's very long inventory. We've got a lot of inventory, which in today's environment, I think that's good. You see the U.S. companies talking about lack of inventory. We're kind of the exact opposite. We've got a lot of inventory that we could put a lot of capital to work on as we get more and more cash flow.
I think I'll leave that. We'll leave it at that. I don't know if we've got any questions. Doesn't sound like we've got any questions. I think we'll just leave it at that. Thank you for attending the meeting and presentation. I guess we'll see you next year.