Strategic Asset Acquisition in the Energy Sector: Caledonian Midstream’s Negotiation and Acquisition of the Quirk Creek Gas Plant
UNIVERSITY OF NEW BRUNSWICK
FACULTY OF LAW
Strategic Asset
Acquisition in the Energy Sector: Caledonian Midstream’s Negotiation and
Acquisition of the Quirk Creek Gas Plant
A Case Study in Energy Sector Transactions
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Special Acknowledgement
I would like to extend my sincere
gratitude to Charles Selby, P.Eng., JD, for sharing his time, insights, and
expertise. His direct involvement in the Quirk Creek acquisition provided a critical
perspective on the negotiation process, risk management, and strategic decision-making
in energy sector transactions. Generously sharing his knowledge, Charles made a
significant contribution to the depth and substance of this case study.
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Contents
1. Introduction
2. Asset Background & Interest
i. History
ii. Initial Engagement to Acquisition
iii. Energy Transition & Indigenous Partnership
iv. Market Trends & Rationale
3. Key Negotiation Challenges
i. Valuation Discrepancies & Market Timing
ii. Financing Restraints & Alternative Capital Structures
iii. Regulatory & Environmental Considerations
iv. Risk Allocation & Long-Term Asset Management
4. Lessons in Negotiation Strategy
i. The Power of Market Timing & Strategic Patience
ii. Financing as a Negotiation Tool
iii. Proactive Regulatory Engagement Minimizes Deal Uncertainty
iv. Management of Environmental & Financial Risk
5. Conclusion & Future Considerations
i. Conclusion: A Negotiation-Driven Success in Asset Acquisition
ii. Future Considerations & Expansion Projects
a) Optimizing Natural Gas Production & Processing Efficiency
b) Environmental Remediation & Regulatory Compliance
c) Strategic Infrastructure Investments & Future Development Potential
d) Indigenous & Stakeholder Engagement
iii. Final Thoughts
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(Aerial view of the Quirk Creek Gas Plant)
This case study examines how Caledonian Midstream,
under the leadership of Charles Selby, successfully navigated the challenges
associated with acquiring and operating the Quirk Creek Gas Plant. The
transaction highlights several fundamental negotiation considerations,
including disciplined capital allocation, strategic timing, creative financing,
and proactive regulatory engagement. These elements collectively enabled Caledonian
Midstream to secure a valuable infrastructure asset despite significant
hurdles.
The Quirk Creek acquisition represents broader trends
in the North American energy sector. As many large oil and gas firms shift
their focus toward unconventional resource plays, smaller companies like Caledonian
Midstream have identified opportunities to optimize and extend the lifespan of
conventional midstream infrastructure. This study aims to contextualize the
negotiation, acquisition, and integration of Quirk Creek within the shifting
energy landscape. It provides valuable insights into the dynamics of asset
purchases in the energy sector.
Disclaimer: The analysis and perspectives presented in
this case study are solely those of the author and do not necessarily reflect
the views of Caledonian Midstream, its representatives, or any affiliated
parties. While efforts have been made to ensure accuracy, some conclusions rely
on reported information, industry trends, and the author’s interpretations of
negotiation strategies.
2. Asset Background & Interest
The Quirk Creek Gas Plant holds long-term strategic value that is better appreciated when one understands the underlying resources. Located 40 kilometers southwest of Calgary, Quirk Creek was initially developed in 1970 by Imperial Oil, a subsidiary of ExxonMobil. Over the decades, it has served as a vital midstream facility, processing sour gas with high hydrogen sulfide (H2S) content, which necessitates specialized infrastructure for gas sweetening, liquids recovery and sulfur extraction. At its peak, the plant achieved a processing capacity of 90 million cubic feet per day (MMcf/d), establishing it as one of the most significant assets of its kind in the region.
From a geological perspective, Quirk Creek is a
conventional reservoir with substantial remaining reserves. Initial exploration
by Imperial Oil in 1967 identified a 500 billion cubic feet (Bcf) gas
reservoir, primarily located within the Mount Head and Turner Valley
formations. Subsequent development drilling, along with an extensive 3D seismic
survey in 2001, confirmed the potential for continued production. As per the
latest evaluations, more than 100 Bcf of recoverable reserves remain in the
field, making it a long-term asset with significant economic potential.
By the early 2000s, ownership of the facility
transitioned to Pengrowth Energy Trust, a publicly traded oil and gas producer.
Initially, Pengrowth utilized Quirk Creek as a processing hub, benefiting from
third-party agreements to generate revenue from gas processing and liquid
recovery. However, as the industry began shifting towards unconventional shale
and tight gas, mid-sized firms like Pengrowth increasingly viewed assets such
as Quirk Creek as non-core holdings. This created an opportunity for Caledonian
Midstream, led by Charles Selby, to assess the plant as a strategic acquisition
target.
ii. Initial Engagement to Acquisition
Selby’s familiarity with Quirk Creek traces back to
2003, when he was a senior member of Pengrowth’s management team. Recognizing
the plant’s operational capabilities and significant remaining gas reserves,
Selby considered it a high-value infrastructure asset with potential for
further optimization. Under Pengrowth’s ownership, the plant continued to
operate successfully. By 2015-2016, it became apparent that Pengrowth no longer
viewed this asset as a core holding and decided to divest.
Caledonian Midstream, established by Charles Selby and
Jim Kinnear, the former CEO of Pengrowth, as equal partners, spotted an
opportunity to acquire Quirk Creek and reimagine its role in shaping the
evolving energy market. However, the acquisition of this asset would not be
straightforward.
A mitigating factor for Selby was his relationship
with Derek Evans, the CEO of Pengrowth at the time. Evans had been brought in
at the tail end of Selby’s involvement with Pengrowth. Understanding this is
crucial in the negotiation, as Caledonian not only had previous experience and
knowledge of the other party, but also a deep understanding of the asset due to
those involved having historically purchased it and reviewed its operations.
They recognized the significant potential related to the remaining gas in place
and had it independently evaluated, estimating that around 100 billion cubic
feet of gas remained. Given the strong relationship and prior knowledge of the
asset, Selby believed that Caledonian could successfully negotiate the
acquisition; however, some key challenges emerged:
- Misaligned valuation
expectations between Caledonian Midstream and Pengrowth.
- A changing regulatory
landscape, including evolving Liability Management Rating (LMR)
requirements under the Alberta Energy Regulator (AER).
- Financing restraints, given
that traditional banks had largely exited the junior oil and gas lending
space.
- Operational risks,
including legacy environmental liabilities and ongoing well abandonment
obligations.
Despite these hurdles, Caledonian remained committed
to acquiring Quirk Creek. The plant’s extensive infrastructure, including
pipelines connecting it to the Turner Valley oil field and other regional
assets, made it a crucial hub for future energy transition projects. Moreover,
the opportunity to integrate Quirk Creek into a broader strategic vision,
including the potential for hydrogen production and carbon capture initiatives,
further strengthened the business case for acquisition.
iii. Energy Transition & Indigenous
Partnership
As part of its long-term operational strategy, Caledonian
Midstream had integrated Indigenous partnerships to promote exciting energy
transition initiatives. The company acknowledged that Quirk Creek’s existing
infrastructure could be repurposed to support new energy markets, including
hydrogen production and CO2 capture projects.
Furthermore, the plant’s location within the
traditional lands of the Stoney Nakoda Tsuut’ina Tribal Council (G4 Group)
provided opportunities for collaboration with Indigenous stakeholders. Through
a joint venture with Hunter Spirit Energy Group, Caledonian aimed to create new
business opportunities that aligned with local Indigenous communities. This
partnership was intended to ensure that the economic benefits from Quirk
Creek’s continued operation were shared with Indigenous stakeholders, promoting
a more sustainable and community-integrated energy development model.
By the mid-2010s, the broader Canadian oil and gas
market was undergoing a fundamental shift. While major energy firms
increasingly prioritized investments in shale gas and oil sands, midstream and
conventional gas assets, such as Quirk Creek, became secondary concerns. This
created a window of opportunity for smaller, specialized firms like Caledonian
Midstream, which could capitalize on undervalued assets with long-term
potential.
However, the negotiation process would not be easy.
Pengrowth initially valued Quirk Creek significantly higher than what Caledonian
was willing to offer, citing existing third-party processing contracts as
justification for its pricing expectations. Over time, however, the loss of
these contracts weakened Pengrowth’s bargaining position, ultimately creating a
more favourable negotiation landscape for Selby’s team.
Securing regulatory approval from the Alberta Energy
Regulators (AER) posed another challenge as well. Under the LMR framework, Caledonian
needed to demonstrate its financial capacity to manage decommissioning
liabilities, while also proving the plant's long-term economic viability. This
necessitated extensive engagement with regulators, environmental consultants,
and financing partners to develop a feasible acquisition structure.
By 2018, after years of negotiations, financing arrangements, and regulatory approvals, Caledonian successfully completed the acquisition of Quirk Creek. This lengthy and complex process exemplified the importance of strategic planning, financial creativity, and regulatory foresight in energy sector negotiations.
(Facilities in the Quirk Creek Gas Plant)Negotiating the acquisition of the Quirk Creek Gas Plant posed a series of unique challenges, including valuation discrepancies, financing constraints, regulatory obstacles, and operational risk considerations. The process lasted nearly a decade, demanding strategic patience, financial creativity, and a deep understanding of the energy sector’s evolving landscape. The following section outlines the key negotiation hurdles and how Caledonian Midstream, under the leadership of Charles Selby, successfully navigated these challenges.
i. Valuation Discrepancies & Market Timing
One of the most significant challenges in the
negotiation process was bridging the gap between Pengrowth Energy Trust’s
asking price and Caledonian Midstream's valuation of the Quirk Creek asset.
Pengrowth initially positioned the facility as a premium midstream asset,
citing historical revenue streams from third-party processing agreements.
However, Selby and his team recognized that several key factors significantly
impacted the plant’s actual value:
- Declining Third-Party
Processing Contracts: A major processing contract had expired, resulting
in a reduction of the plant’s projected revenue stream.
- Environmental Liabilities:
The facility had legacy contamination issues, including sulfolane
groundwater pollution, requiring substantial remediation efforts.
- Regulatory Requirements:
Alberta’s regulatory requirements mandated asset buyers to demonstrate
sufficient financial capacity to cover future environmental liabilities
and decommissioning obligations. This added complexity to the transaction,
as Caledonian had to ensure compliance with Alberta Energy Regulators
(AER) standards while structuring a financially viable deal.
- Market Shifts in the Energy
Industry: The rise of unconventional resource development, such as shale
gas and tight oil, led major producers to divest conventional midstream
assets.
Selby and his team adopted a long-term market view,
patiently waiting for Pengrowth’s financial situation to decline before
re-engaging in negotiations. By the time Pengrowth had lost its key processing
agreements and was under increased pressure to sell non-core assets, Caledonian
could negotiate a more favorable purchase price that reflected the plant’s
actual future earnings potential, rather than its historic peak value.
ii. Financing Restraints & Alternative
Capital Structures
Securing financing for the acquisition posed another
significant challenge. By the mid-2010s, traditional bank lending to junior oil
and gas firms had become increasingly restricted. Most financial institutions
had pulled back from offering credit to smaller firms lacking substantial
producing assets, particularly in the midstream sector. This forced Caledonian
to seek alternative financing options to complete the deal.
The solution came in the unusual form of a
vendor-backed financing agreement, a structure in which the seller, Pengrowth,
agreed to finance part of the purchase through a structured payment plan.
Vendor-backed financing is rare in midstream acquisitions due to the seller’s
preference for immediate capital, the risk of buyer default, and regulatory
hurdles related to financial assurances and liability management. However, in
this case, Pengrowth’s financial pressure and the limited availability of
traditional financing created conditions where a structured vendor-backed
arrangement was a mutually beneficial solution. There were notable
considerations regarding this approach, which included:
- Reduced upfront capital
expenditure for Caledonian Midstream, allowing the company to allocate
financial resources toward regulatory compliance and operational
improvements.
- Pengrowth retained a
security interest in the asset as collateral, ensuring recourse in case of
default but without direct ongoing financial involvement.
- Avoidance of predatory
private equity financing, which could have introduced unfavourable terms
and excessive external control over the asset.
This financing arrangement was crucial in enabling
Caledonian Midstream to acquire the facility without incurring excessive
financial risk, thereby allowing the company to focus on long-term operational
sustainability. The purchase of the Quirk Creek asset was initially supported
through financing arrangements that included vendor-backed assistance from
Pengrowth. Importantly, all debt obligations to Pengrowth were fully repaid
after the transaction, concluding that chapter of financial involvement and
reinforcing Caledonian’s independent operational footing. In addition to vendor
financing, a relatively modest amount of third-party debt was raised from a
group of investors. This external debt has since been largely repaid, ensuring
that ownership and financial control remain entirely with the founding
partners.
iii. Regulatory & Environmental
Considerations
The Alberta Energy Regulator (AER) posed another
significant challenge, as its approval was necessary for the transfer of the
facility’s operating license. Under Alberta’s Liability Management Rating (LMR)
system, companies acquiring midstream infrastructure must demonstrate adequate
financial capacity to manage eventual abandonment and reclamation costs. Given
that Caledonian Midstream was a smaller firm with limited historical financial
backing, AER scrutiny was particularly stringent.
To mitigate this risk, Selby and his team engaged AER
regulators early in the negotiation process, demonstrating:
- Caledonian Midstream’s
operational expertise, leveraging Selby’s prior experience with the
facility under Pengrowth.
- A phased environmental
management strategy outlining the steps Caledonian would take to remediate
existing liabilities.
- A financial assurance plan
detailing how the company would manage decommissioning obligations over
time.
By proactively addressing AER concerns, Caledonian
secured regulatory approval without unnecessary delays, which ensured a smooth
transition of ownership.
iv. Risk Allocation & Long-Term Asset
Management
One of the most critical aspects of the Quirk Creek
acquisition was the allocation of risk between the buyer and the seller,
particularly concerning environmental liabilities and long-term operational
sustainability. Given the facility’s extensive operational history, Caledonian
Midstream had to assume responsibility for environmental remediation efforts
while ensuring that the asset remained economically viable. The acquisition
required a strategic approach to risk management, balancing financial constraints
with regulatory obligations.
Caledonian Midstream assumed full environmental
liability upon acquiring the facility, as no provisions indicated that
Pengrowth would retain financial responsibility for pre-existing contamination
issues. However, recognizing the significant costs associated with legacy
environmental concerns, Caledonian structured its approach to remediation in a
way that would not burden the company with immediate, large-scale capital
expenditures. Instead, remediation efforts were planned progressively, aligning
with cash flow from ongoing operations to ensure regulatory compliance without
jeopardizing financial stability.
To ensure long-term viability, Caledonian also incorporated future infrastructure investments into its acquisition strategy. The company regarded Quirk Creek not merely as a traditional gas-processing facility but also as a potential center for energy transition initiatives. This long-term vision involved optimizing existing infrastructure, enhancing operational efficiency, and assessing opportunities for hydrogen production and carbon capture.
4. Lessons in Negotiation Strategy
i. The Power of Market
Timing & Strategic Patience
One of the defining aspects of the Quirk Creek negotiation was the willingness to wait for the right conditions. Instead of engaging in a bidding war or accepting an inflated purchase price, Selby and his team carefully monitored market conditions, regulatory shifts, and Pengrowth’s financial health. This strategy allowed them to acquire the facility when its valuation adjusted to reflect its true economic potential.
ii. Financing as a Negotiation Tool
In an era when traditional financing mechanisms became
increasingly unavailable to smaller firms, Caledonian’s use of vendor-backed
financing proved to be an effective alternative. By structuring the transaction
to align incentives between the buyer and the seller, the company secured an
asset without overextending its capital resources.
iii. Proactive Regulatory Engagement Minimizes
Deal Uncertainty
Regulatory approval is often one of the most
challenging components of midstream asset transactions. Caledonian’s early
engagement with AER regulators ensured that the deal did not stall due to
compliance concerns. By demonstrating financial responsibility, environmental
stewardship, and long-term operational viability, the company streamlined the
approval process and avoided unnecessary legal complications.
iv. Management of Environmental & Financial
Risk
Every asset acquisition carries inherent risks,
especially regarding environmental liabilities and legacy infrastructure
concerns. In acquiring Quirk Creek, Caledonian assumed full responsibility for
environmental remediation and long-term operational planning. This allowed
financial commitments to be managed progressively without excessive upfront
capital burdens.
5. Conclusion & Future Considerations
The acquisition of the Quirk Creek Gas Plant by Caledonian Midstream serves as a compelling case study in strategic negotiation, financial creativity, and long-term vision within the energy sector. Unlike conventional asset purchases, this transaction demanded tenacity, market awareness, and a profound understanding of financial and regulatory landscapes.
At the heart of this deal was a high-stakes
negotiation process wherein Charles Selby and his team navigated multiple
hurdles, including valuation discrepancies, financing limitations, and
regulatory approval challenges. Instead of pursuing an immediate acquisition at
an inflated price, Caledonian exercised patience and leveraged shifting market
conditions to gain a stronger bargaining position. By waiting for Pengrowth’s
financial constraints to increase and its third-party processing contracts to
lapse, Caledonian was able to negotiate a more favourable purchase price that
reflected the current operational value of the asset rather than its historical
peak revenue potential.
Beyond valuation, the innovative use of vendor-backed
financing played a pivotal role in finalizing the deal. With traditional bank
financing largely inaccessible for junior midstream operators, Caledonian
structured a transaction that aligned incentives between buyer and seller,
enabling the company to secure the asset while minimizing its immediate
financial exposure. This highlights a critical takeaway in energy sector
negotiations: deal structuring is often just as important as price negotiation.
By crafting an agreement that addressed both parties’ needs, Caledonian ensured
a financially sustainable acquisition.
Regulatory approvals significantly shaped the deal.
The Alberta Energy Regulator’s Liability Management Rating (LMR) system
introduced an added layer of complexity, requiring potential buyers to
demonstrate financial strength and take on long-term abandonment and
reclamation obligations. Caledonian engaged with regulators early, showcasing
operational expertise and presenting a phased environmental remediation
strategy, which was crucial in securing necessary approvals and preventing
last-minute regulatory roadblocks.
The Quirk Creek acquisition exemplifies how
negotiation is not just about achieving the lowest price but rather
constructing a deal that balances financial viability, risk management, and
strategic foresight. It is a case in which industry expertise, timing, and
adaptability allowed a smaller firm to secure a high-value asset despite
significant barriers.
ii. Future Considerations & Expansion
Projects
Following its acquisition, Caledonian has positioned
the Quirk Creek Gas Plant as a key asset within its portfolio, focusing on
maximizing operational efficiency and exploring long-term opportunities for
value-added development. Given its existing infrastructure, the Plant offers
strategic opportunities for enhanced natural gas production, environmental
remediation, and integration into emerging energy transition initiatives.
The credibility and operational history established
through the acquisition and operation of Quirk Creek have enabled Caledonian
Midstream to further expand its portfolio by acquiring and redeveloping
additional sour gas assets. These assets include the Moose Mountain and McLean
Creek facilities, acquired between 2018 and 2022. Located in areas of
significant environmental sensitivity and historical production, these sites
enhance Caledonian’s strategic footprint in the sour gas midstream sector. The
Moose Mountain field, first developed in 1961, and the adjacent McLean Creek
operations have been revitalized under Caledonian’s stewardship, supporting
both operational continuity and long-term infrastructure investment.
a) Optimizing
Natural Gas Production & Processing Efficiency
Quirk Creek remains a viable midstream processing
facility, boasting significant natural gas reserves and an established pipeline
system. Internal evaluations estimate that over 100 Bcf of recoverable gas
remains in the Quirk Creek reservoir. To take advantage of this, Caledonian is
exploring the addition of development wells and optimization of the plant’s
processing systems.
Key areas of focus include:
- Drill new development wells
to enhance production capacity and extend the facility’s operational
lifespan.
- Assessing third-party
processing agreements to optimize plant throughput and secure additional
revenue streams.
- Upgrading processing
systems to improve efficiency and reduce operating costs associated with
sour gas treatment and sulfur recovery.
b) Environmental
Remediation & Regulatory Compliance
Environmental liability was a significant factor in
the acquisition, given that Quirk Creek has a history of groundwater
contamination stemming from sulfolane processing by prior operators. Caledonian
is dedicated to tackling these longstanding environmental issues while ensuring
continued compliance with Alberta Energy Regulator (AER) standards.
Key remediation and compliance efforts include:
- Continued monitoring of
groundwater contamination levels and phased remediation strategies to meet
regulatory standards.
- Implementation of a phased
capital expenditure approach to manage environmental liabilities without
overburdening financial resources.
- Engagement with regulatory
bodies to ensure compliance with Alberta’s liability management framework
and asset integrity requirements.
c) Strategic
Infrastructure Investments & Future Development Potential
Beyond conventional natural gas operations, Caledonian
is evaluating opportunities to integrate low-carbon energy solutions and
infrastructure repurposing at Quirk Creek. While no formal commitments have
been made, the facility’s existing processing infrastructure and connectivity
to key energy markets make it a strong candidate for emerging energy
technologies.
Potential future initiatives could include:
- Carbon Capture and Storage
(CCS): Given the facility’s existing infrastructure for sulfur recovery
and emissions control, there may be opportunities to integrate carbon
sequestration technologies, aligning with Canada’s emissions reduction
policies. Furthermore, with Caledonian’s proposed GreenBluH2 project, the
company aims to transform the facility into a leading-edge green complex,
transitioning to incorporate carbon capture, utilization, and storage.
- Renewable Natural Gas (RNG)
or Hydrogen Production: While not currently in development, Quirk Creek’s
processing capabilities could be leveraged for future renewable gas
projects, pending market and regulatory developments.
- Pipeline Rationalization
and Processing Agreements: Quirk Creek is strategically connected to
multiple pipeline networks, including the TC Energy Gas Transmission
Pipeline. Evaluations of third-party processing agreements and potential
infrastructure-sharing partnerships to ensure that gas processing remains
economically viable, even amidst fluctuating market conditions.
- Solar Power Generation:
Quirk Creek has significant potential for solar energy development.
Large-scale solar arrays could be installed on non-operational land,
providing renewable power for on-site operations or integration into
Alberta’s grid.
- Greenhouse and Sustainable
Agriculture Projects: Quirk Creek, comprising over 560 acres of land,
coupled with the available energy resources, presents an opportunity to
develop greenhouse operations. Indigenous partnerships could play a
crucial role in developing food security initiatives that are tied to
sustainable energy sources.
- AI and Data Center
Integration: With the increasing demand for high-power, low-carbon energy
sources, Quirk Creek’s existing infrastructure and access to natural gas
could support AI-driven data centers. Potential development may include
utilizing waste heat recovery for enhanced energy efficiency, integrating
on-site renewable energy sources, or leveraging low-carbon natural gas to
provide a reliable power supply to data-intensive operations.
d) Indigenous
& Stakeholder Engagement
The Quirk Creek facility is situated in an area where
Indigenous economic participation and local stakeholder engagement are key
factors. As part of its long-term operational strategy, Caledonian has begun
discussions with regional stakeholders to explore potential collaborations and
joint ventures in areas such as environmental stewardship and energy transition
initiatives.
Key focus areas include:
- Building partnerships with
Indigenous groups to explore economic opportunities related to the
facility’s ongoing operations.
- Supporting local workforce
development initiatives to ensure that the surrounding communities benefit
from Quirk Creek’s continued activity.
- Engaging with Indigenous
nations, government, and regulatory agencies to align development plans
with regional energy and environmental policies.
Further, the prospect of producing hydrogen for
Indigenous and local power generation presents an exciting future. Caledonian
Midstream has actively engaged with the G4 Group of Indigenous Nations, which
includes Wesley, Bearpaw, Chiniki, and Tsuut’ina First Nations, to explore
opportunities for locally produced hydrogen to power Indigenous communities and
businesses. By aligning hydrogen production with Indigenous economic
participation, Quirk Creek could serve as a model for community-integrated
energy development.
The Quirk Creek acquisition represents more than just
a conventional asset transfer; it provides Caledonian Midstream with a
strategic platform for both short-term operational improvements and long-term
energy transition opportunities. While the company’s immediate priorities
remain optimizing production and managing environmental liabilities, the facility’s
infrastructure may offer future growth potential in carbon capture, renewable
energy integration, and evolving natural gas applications. By aligning
regulatory compliance, operational efficiencies, and stakeholder engagement,
Caledonian Midstream is proactively working to ensure that Quirk Creek remains
a valuable and adaptable asset in the changing energy landscape. In an
increasingly dynamic energy environment, Caledonian continues to refine its
vision for Quirk Creek and its other associated assets, aligning development
plans with innovation and long-term market opportunities.
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