Harvest Energy Completes Hay River Acquisition

On August 2, 2005, Harvest Energy Trust closed its acquisition from Nexen Inc. of crude oil producing properties in the Hay River area of northeastern British Columbia for $260 million, before closing adjustments. The acquisition included approximately 5,200 barrels of oil production per day of medium gravity oil, 19.8 million barrels of oil equivalent of proved plus probable reserves before royalties (17.2 MMBoe after royalties), and approximately 54,000 net undeveloped acres of land.

Harvest was represented by Blake, Cassels & Graydon LLP with a team that included Craig Spurn, Jason Husack and Jana Kooperberg (energy) and Ben Little (competition). Nexen was represented by Tim Henry, senior in-house counsel.

The acquisition was financed in part with an amended credit facility with a syndicate of financial institutions led by National Bank of Canada, as administrative agent, which increased Harvest's borrowing capacity from $325 million to $400 million. Cal Johnson, Bob Betteridge and David Grout of Burnet, Duckworth & Palmer LLP (BD&P) acted as counsel to Harvest. The lenders were represented by Charlie Spence, Q.C., of Miles Davison LLP.

Concurrently, on August 2, Harvest completed an offering of 6,505,600 subscription receipts at $26.90 per receipt for gross proceeds of approximately $175 million and $75 million principal amount of 6.5 per cent convertible extendible unsecured subordinated debentures. Each subscription receipt entitled the holder to receive one trust unit of Harvest upon the closing of the Hay River acquisition by Harvest. The debentures mature on December 31, 2010 and are convertible into trust units of Harvest at $31 per trust unit.

The offering was made on a bought deal basis through a syndicate of underwriters led by National Bank Financial Inc. and including TD Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., Canaccord Capital Corp., GMP Securities Ltd., FirstEnergy Capital Corp., Tristone Capital Inc., Haywood Securities Inc. and Raymond James Ltd.

Harvest was represented by Grant Zawalsky, Keith Greenfield and Spencer Coupland (securities) and Mike Flatters (tax) of BD&P. The underwriters were represented by Scott Cochlan, Dan McLeod and Cam Proctor (securities) and Ed Gill (tax) at Blakes.