NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.
Seaview Energy Inc. ("Seaview" or the "Company") (TSX VENTURE:CVU.A) and (TSX
VENTURE:CVU.B) is pleased to announce that it has entered into an arrangement
agreement dated November 11, 2011 (the "Arrangement Agreement") to effect a
strategic business combination with Charger Energy Corp. ("Charger"), Silverback
Energy Ltd. ("Silverback") and Sirius Energy Inc. ("Sirius") to form a light oil
focused, growth oriented junior exploration and production company led by Tom
Buchanan and the senior leadership team of Charger.
The transaction will be completed by way of a Plan of Arrangement (the
"Arrangement") whereby Charger, Silverback and Sirius will exchange all of their
issued and outstanding shares for class A shares of Seaview ("Seaview Shares").
Each of the companies involved in the business combination is at arm's length
with the others. Once the Arrangement is completed, the resulting entity will be
renamed Charger Energy Inc.
Under the Arrangement, the share exchange will occur on the following basis:
-- Each common share of Charger ("Charger Share") will be exchanged for
3.6364 Seaview Shares for a deemed aggregate acquisition cost of
approximately $72.5 million, using the November 11, 2011 closing price
of $0.53 for each Seaview Share
-- Each common share of Silverback ("Silverback Share") will be exchanged
for 5.8182 Seaview Shares for a deemed aggregate acquisition cost of
approximately $54.4 million, using the November 11, 2011 closing price
of $0.53 for each Seaview Share
-- Each common share of Sirius ("Sirius Share") will be exchanged for 0.80
of a Seaview Share for a deemed aggregate acquisition cost of
approximately $11.1 million, using the November 11, 2011 closing price
of $0.53 for each Seaview Share
As part of the Arrangement, each class B share of Seaview will, in accordance
with the articles of Seaview, be exchanged for 10.0 Seaview Shares and, as a
final step, all of the issued and outstanding Seaview Shares will be
consolidated on a one for five basis.
Tom Buchanan, CEO of Charger commented "This transaction will provide the
shareholders of Seaview, Charger, Silverback and Sirius with a combined growth
platform to pursue light oil resource potential targeting an inventory of
drilling locations combined with a concentrated land position that includes
Viking, Pekisko, Mannville and Cardium opportunities in the Halkirk/Provost and
Ghost Pine areas of East Central Alberta and the Wapiti area of Northwest
Alberta."
Michael Wuetherick, President and CEO of Seaview added "This transaction
achieves several strategic long term goals which will immediately benefit the
shareholders of Seaview as well as Charger, Silverback and Sirius. Specifically,
this transaction creates an entity with greater financial flexibility to support
profitable growth from a portfolio of quality light oil resource plays. The
Charger management team has a proven track record of delivering growth and
shareholder value."
Seaview has applied for and has been granted a sponsorship exemption pursuant to
Section 3.4(a)(i) of TSXV Policy 2.2 and trading of Seaview Shares is expected
to resume at the open of markets on Monday, November 21, 2011. The Arrangement
will constitute a reverse take-over transaction for the purposes of TSXV Policy
5.2. The parties will prepare and file a joint information circular which will
provide additional information regarding the Arrangement, the Company, Charger,
Silverback, Sirius and the resulting entity.
Experienced Management Team
The resulting entity will be led by the existing management team from Charger
with Tom Buchanan as Chairman and CEO, Dan O'Byrne as President, Mark Walker as
Chief Financial Officer, Kelly Cowan as Vice President, Corporate Development
and Land and John Milford as Vice President, Exploration and Development. The
Board of Directors will include Tom Buchanan, Randy Findlay, Dan O'Byrne, Mike
Shaikh, John Wright and a director nominee from the existing board of directors
of Seaview.
Independent Directors
-- Randy Findlay (P.Eng) - Director of Provident Energy Ltd., Canadian
Helicopters Group Inc., Pembina Pipeline Corporation, Superior Plus
Corp., Whitemud Resources Inc., EllisDon Inc., Summerland Energy Inc.
and SeaNG Ltd.
-- Mike Shaikh (FCA) - Director of Provident Energy Ltd., Pace Oil and Gas
Ltd., Hawk Exploration Ltd. and Amica Mature Lifestyles Inc.; former
member of the Board of the Alberta Securities Commission (2003-2006).
-- John Wright (P.Eng, CFA) - President, CEO and Director of Petrobank
Energy and Resources Ltd., Chairman and CEO of PetroBakken Energy Ltd.,
Chairman of Petrominerales Ltd. and Director of Hawk Exploration Ltd.
Senior Management
-- Tom Buchanan (FCA), Chairman and CEO - Over 28 years of experience in
the oil and natural gas sector, most recently as President and CEO and
Director of Provident Energy Trust ("Provident"). He was co-founder,
President and CEO of Founders Energy Ltd. ("Founders"), which was
converted to Provident Energy Trust in 2001. Prior to creating Founders,
Tom served as CFO for Bankeno Resources, Controller for North Canadian
Oils Limited and Finance Manager for Merland Exploration. He is a Fellow
of the Chartered Accountants. Mr. Buchanan is currently a Director of
Emera, Inc., Pembina Pipeline Corporation, Athabasca Oil Sands Corp.,
Pace Oil and Gas Ltd., and Hawk Exploration Ltd. He also serves in a
volunteer capacity as Chairman of the Board for Renfrew Educational
Services and on the Management Advisory Council for the Haskayne School
of Business.
-- Dan O'Byrne (P.Eng, MBA), President and COO - Over 29 years of diverse
experience in the North American and international oil and natural gas
sector, most recently as Executive Vice President and Chief Operating
Officer of Provident Energy Trust. Prior positions include Division Vice
President for Nexen Inc. as well as numerous executive positions with
Canadian Occidental Petroleum Ltd. Dan is a past governor of the
Canadian Association of Petroleum Producers and is one of the Society of
Petroleum Engineers' published authors. He has served as a director for
a number of public oil and gas companies and is currently a director for
a charitable foundation.
-- Mark Walker (CMA), Vice President, Finance and CFO - Over 22 years of
experience in oil and gas finance and accounting, most recently as
Senior Vice President Finance and CFO of Provident Energy Trust. Mark's
prior positions include Controller with Founders Energy Ltd., Manager of
Financial Reporting with Sceptre Resources Ltd. and operations reporting
with Dome Petroleum Ltd.
-- Kelly Cowan, Vice President, Corporate Development and Land - Over 28
years of experience in the oil and gas sector, most recently as CEO of
Churchill Energy Inc. Kelly's prior positions included President & CEO
of Outback Exploration, President & CEO of Outback Energy and Senior
Vice President and COO of Founders Energy which he co-founded. He also
held positions of increasing responsibility at North Canadian Oils
Limited and Norcen Energy Resources Limited. Kelly is a member of the
Canadian Association of Petroleum Landmen and has served as a director
for a number of public and private companies.
-- John Milford (M.Sc), Vice President, Exploration and Development - Over
29 years of experience as a petroleum geologist across Canada, most
recently as an independent consultant. John founded and served as a
director and senior executive for a number of private oil and gas
companies including Predator Corporation, Primal Energy and Mojo Energy
and has also held executive positions with two Canadian public oil and
gas companies - Marauder Resources and Fortress Energy. John began his
career as a development geologist with Chevron Canada.
-- Dan Fournier (Q.C.), Legal Counsel and Corporate Secretary - Over 28
years as a Partner with Blake, Cassels & Graydon LLP's Calgary office,
currently as a member of Blakes' energy financial services group. He has
advised on the structuring of numerous private and public financings in
the development of Canada's energy industry. Dan's expertise also
extends to structuring joint ventures between major energy participants
and advising on shareholder agreements, joint venture agreements and
corporate governance matters. Dan has recently returned from the Middle
East where he chaired Blakes' practice in the Arabian Gulf. Dan is a
Director of the Edge School for Athletes Society and serves on the
Executive Committee of the Canada Arab Business Counsel.
The Charger management team has a proven history of achieving growth and
creating shareholder value in junior and intermediate sized energy companies.
Most recently, Mr. Buchanan, Mr. O'Byrne and Mr. Walker were senior officers of
Provident. Mr. Buchanan and Mr. Cowan formed Founders in 1993 with Mr. Walker
joining in 1996 and grew Founders from start up to 5,000 boe/d of production in
2000.
In 2001, Provident was created by converting Founders into an energy trust, the
first transaction of its kind in the energy sector. Mr. O'Byrne joined Provident
as Chief Operating Officer in 2005 after a successful 25-year career as a senior
executive with a large multinational energy company. Under their leadership,
Provident completed over $7.0 Billion of value added transactions and increased
upstream production from 5,000 boe/d to 35,000 boe/d in western Canada in five
years. In 2004, Provident acquired BreitBurn Energy Company ("BreitBurn"), a
private exploration and production company in the United States. In 2007,
BreitBurn completed an initial public offering of BreitBurn Energy Partners L.P.
and, from 2004 to 2008, when Provident sold its interest in BreitBurn,
production grew from approximately 3,500 boe/d to 18,000 boe/d. In 2003 and
2005, Provident made two significant investments in natural gas liquids ("NGL")
midstream infrastructure assets and created Canada's second largest integrated
west to east NGL fractionation, extraction, storage, transportation and
marketing business servicing Canada and the northeastern United States.
The Arrangement
The Arrangement is subject to the approval of 66 2/3 percent of the votes cast
by the respective shareholders of each of Seaview, Silverback and Sirius and the
securityholders of Charger. A joint information circular is expected to be
mailed in December 2011 and it is expected that the shareholder meetings for all
of the companies will occur in January 2012 with closing of the Arrangement
expected shortly thereafter. The Arrangement will also require stock exchange,
court and regulatory approvals as is normally required for transactions of this
nature. The Arrangement Agreement contains a number of representations,
warranties and conditions that are customary for agreements of this type and
also provides for non-solicitation covenants, rights to match superior proposals
and reciprocal non-completion fees payable in certain circumstances. The
complete Arrangement Agreement and the Plan of Arrangement will be accessible in
due course on Seaview's SEDAR profile at www.sedar.com.
Board of Directors Recommendations
Seaview Energy Inc.
The Board of Directors of Seaview has unanimously determined that the
Arrangement is in the best interests of its shareholders and has recommended
that its shareholders approve the Arrangement, including the change of
management and the reconstitution of the Board of Directors of Seaview. The
members of the Board of Directors and Officers and other shareholders, who, in
the aggregate, control approximately 38 percent of the outstanding Seaview
Shares, have entered into support agreements pursuant to which they have agreed
to vote such shares in favour of the Arrangement.
Charger Energy Corp.
The Board of Directors of Charger has unanimously determined that the
Arrangement is in the best interests of its shareholders and has recommended
that its shareholders approve the Arrangement. The members of the Board of
Directors and Officers and other shareholders, who, in the aggregate, control
approximately 30 percent of the outstanding Charger Shares, 100 percent of the
outstanding Charger options and 97 percent of the outstanding Charger warrants
have entered into support agreements pursuant to which they have agreed to vote
such securities in favour of the Arrangement.
Silverback Energy Ltd.
The Board of Directors of Silverback has unanimously determined that the
Arrangement is in the best interests of its shareholders and has recommended
that its shareholders approve the Arrangement. The members of the Board of
Directors and Officers and other shareholders, who, in the aggregate, control
approximately 15 percent of the outstanding Silverback Shares, have entered into
or agreed to enter into support agreements pursuant to which they have agreed to
vote such shares in favour of the Arrangement.
Sirius Energy Inc.
The Board of Directors of Sirius has unanimously determined that the Arrangement
is in the best interests of its shareholders and has recommended that its
shareholders approve the Arrangement. The members of the Board of Directors and
Officers and other shareholders, who, in the aggregate, control approximately 13
percent of the outstanding Sirius Shares, have entered into support agreements
pursuant to which they have agreed to vote such shares in favour of the
Arrangement.
Strategic Rationale
Management's strategy is to grow shareholder value by focusing primarily on
acquiring, developing and producing light oil resource plays in Western Canada
using horizontal, multi-stage fracturing technology. Upon completion of the
Arrangement, Charger intends to continue to pursue a growth strategy focused on
building a large undeveloped land and drilling inventory through a combination
of strategic acquisitions, farm-ins and land acquisitions. Seaview, Charger,
Silverback and Sirius have complementary asset bases and collectively have a
significant portfolio of light oil growth opportunities, where the application
of new completion technology and strong crude oil prices will create an
opportunity for Charger to execute its growth plan. In addition, Charger will
continue to pursue a consolidation strategy within its core areas of operation
where the combined asset base will provide Charger with the scope and liquidity
needed to access capital and pursue value added acquisitions.
Focused Asset Base
The Arrangement will create a focused, growth-oriented junior energy company
with light oil development opportunities in the Viking and the Cardium resource
plays in Central and Northwest Alberta. The combined entity will have access to
more than 350,000 net acres of land comprised of 120,000 net undeveloped acres
under lease and 230,000 net acres available through farm-in and option
agreements. These holdings represent an inventory of locations targeting light
oil through horizontal drilling and multi stage fracturing.
2012 Guidance
Management is anticipating 2012 capital expenditures of approximately $75
million for the resulting entity, subject to market conditions, which will
include drilling approximately 41 wells primarily targeting Viking, Mannville,
Cardium, Pekisko and Nisku light oil opportunities. This light oil focused
capital program is expected to result in 2012 average daily production between
4,600 boe/d and 5,100 boe/d with oil and liquids production increasing to
represent approximately 41% to 45% of total production. This increased weighting
towards oil and liquids is also expected to improve operating netbacks.
Key opportunities for growth in 2012 are:
-- Viking resource play: Access to approximately 600 sections of land in
the Halkirk/Provost area of Alberta targeting Viking and Ellerslie light
oil.
-- Multi-zone resource play: Access to approximately 95 sections of land in
the Ghost Pine area of Alberta targeting Viking, Manville and Pekisko
light oil.
-- Cardium resource play: 42.5 sections (22.8 net) of land in the Wapiti
area of Alberta targeting Cardium light oil and liquids rich natural
gas.
Key Attributes of Pro Forma Resulting Entity
Following the Arrangement, the resulting entity will have, on a pro-forma
basis, the following key attributes:
Financial Attributes (unaudited, as at November 1, 2011)
-- Consolidated Pro Forma common shares outstanding of approximately 67.3
million (basic) and approximately 77.3 million (fully diluted). Fully
diluted shares include approximately 8.0 million warrants and 2.0
million options of the resulting entity to be issued to the officers,
directors and employees of Charger (that will replace the existing
warrants and options of Charger to be cancelled pursuant to the
Arrangement) on an economically equivalent basis to the securities
cancelled under the Arrangement, at exercise prices ranging between
$1.38 and $2.41 on a post-consolidated basis.
-- Enterprise value of approximately $214 million reflecting the negotiated
exchange ratios, current estimated net debt and the closing price for
Seaview Shares on November 11, 2011 of $0.53.
-- Estimated pro forma net debt and working capital of approximately $36
million. Management has received an indicative proposal from a Canadian
Chartered Bank for a $65 million operating credit facility for the
resulting entity.
-- Tax pools of approximately $150 million.
Operational Attributes
-- Estimated production for December 2011 of 3,500 to 3,800 boe/d (30 to
33% oil & NGL).
-- Increases Seaview's pro forma oil and liquids production weighting to
30% from 15% prior to the Arrangement.
-- Reserve weighting of combined entity reflects proved plus probable oil
and liquids reserves of 39%, up from 28% prior to the Arrangement.
-- As at September 30, 2011, proved plus probable reserves of 19.3 MMboe
(57% proved) consisting of 6.6 MMbbl of crude oil, 70,755 MMcf of
natural gas and 0.9 MMbbl of natural gas liquids. The reserves as
presented here reflect a reduction to the reserves to account for
property dispositions and a roll forward to back out production of the
respective entities reserve reports from differing reserve report
effective dates to September 30, 2011. Detailed reserve information will
be provided in the Information Circular.
-- Undeveloped land inventory of 120,000 net acres and 230,000 net acres of
farm-in or option lands.
-- Value attributed to undeveloped land of approximately $12 million
(excluding farm-in and option lands), based on a value of $100 per acre
(management estimate based on land sale results during 2011 from the
Plains area of Alberta, where the majority of the undeveloped land is
situated).
-- Total proved plus probable reserve life index of approximately 14 years
at current production levels.
-- High working interest and operatorship in key growth areas.
Valuation Metrics:
Assuming a pro forma enterprise value of approximately $214 million less $12
million attributed to undeveloped land, the transaction reflects the
following valuation metrics:
-- Total proved reserve cost of approximately $18.29 / boe
-- Total proved plus probable reserve cost of approximately $10.47 / boe
-- Value per flowing boe/d of approximately $55,370, using the midpoint of
the estimated December production range of 3,650 boe/d
Selected Financial, Operational and Reserve Information
The following tables have been prepared by management and provide selected
financial, operational and reserve information for the companies prior to
combining to form the resulting entity.
Selected Financial Information
----------------------------------------------------------------------------
For the six months ended June 30,
2011 (unaudited) Cdn $000's Seaview Charger Silverback Sirius
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue(1) 15,383 123 9,611 3,353
Funds Flow from (used in)
Operations(2) 7,242 (847) 2,773 870
Net Income (loss) (4,428) (1,860) (2,143) (1,292)
Net Debt and Working Capital
Deficit (surplus)(3) 32,659 (39,204) 8,086 4,026
Capital Expenditures(4) 16,679 7,808 27,793 557
Total Assets 155,645 47,835 54,140 24,864
Total Liabilities 75,949 846 18,626 8,385
----------------------------------------------------------------------------
For the year ended December 31,
2010 (audited)Cdn $000's Seaview Charger(5) Silverback Sirius
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue(1) 35,171 - 10,404 9,046
Funds Flow from (used in)
Operations(2) 17,577 (265) 2,172 3,145
Net Income (loss) (4,701) (2,261) (1,384) (2,571)
Net Debt and Working Capital
Deficit (surplus)(3) 20,260 (18,967) (13,714) 4,340
Capital Expenditures(4) 27,357 16 20,410 4,076
Total Assets 146,003 19,116 46,653 26,797
Total Liabilities 54,887 133 12,715 9,029
Selected Operational Information
----------------------------------------------------------------------------
For the six months ended June 30,
2011 Seaview Charger(6) Silverback Sirius
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Daily Natural Gas Production
(Mcf/d) 13,052 136 2,463 3,308
Crude Oil and NGL's (bbl/d) 358 2 510 62
Total (boe/d) 2,533 24 921 613
Operating Netback ($/boe)(7) 19.45 11.83 21.42 17.37
----------------------------------------------------------------------------
For the year ended December 31,
2010 Seaview Charger(5)(6) Silverback Sirius
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Daily Natural Gas Production
(Mcf/d) 15,223 - 1,547 4,315
Crude Oil and NGL's (bbl/d) 370 - 310 88
Total (boe/d) 2,907 - 568 807
Operating Netback ($/boe)(7) 19.95 - 19.74 17.53
1. Revenue includes realized gains and losses from financial derivative
instruments.
2. Funds flow from operations does not have a standardized meaning under
GAAP. Management calculates funds flow from operations as cash flow from
operating activities before changes in non-cash working capital.
3. Net debt and working capital deficit (surplus) includes bank debt and
net working capital deficit (surplus) excluding the current portion of
future income taxes and financial derivative instruments (financial
contracts and risk management contracts).
4. Capital expenditures excludes acquisitions and dispositions.
5. Charger Energy Corp. was incorporated on September 22, 2010 and the
information presented is for the period from inception to December 31,
2010.
6. Charger acquired approximately 60 boe/d production on April 13, 2011.
Prior to this, Charger did not have any oil and natural gas production.
7. Operating netback does not have a standardized meaning under GAAP.
Operating netback typically equals oil and natural gas sales net of
royalties and realized gains and losses on financial derivative
instruments and operating and transportation costs and is generally
calculated on a per boe basis.
Seaview, Silverback, Sirius and Charger
Company Gross Reserves(1)
Net of Dispositions
Category Oil Gas NGL Total(2)
Mbbl MMscf Mbbl Mboe
----------------------------------------
PDP(3)
Seaview 461 22,003 173 4,301
Charger 2 167 1 31
Silverback 513 3,004 16 1,030
Sirius 68 5,799 44 1,078
Total 1,043 30,973 234 6,440
% by Product 16% 80% 4%
Total Proved(3)
Seaview 1,136 28,802 382 6,318
Charger 169 602 4 274
Silverback 2,493 6,524 19 3,599
Sirius 68 10,409 81 1,884
Total 3,866 46,337 485 12,074
% by Product 32% 64% 4%
Proved plus Probable(3)
Seaview 2,323 49,970 791 11,442
Charger 268 946 6 432
Silverback 4,156 10,247 25 5,889
Sirius 90 14,988 115 2,703
Total 6,838 76,151 937 20,466
% by Product 33% 62% 5%
% by Category PDP 31%
Total Proved 59%
Probable 41%
Notes:
1. Sources of Reserves Data:
-- Seaview reserves from Sproule Associates Ltd.'s evaluation dated
February 4, 2011 and effective December 31, 2010, at Sproule
December 31, 2010 price forecast (the "Seaview Report") with the
subsequent Sinclair property disposition netted out (the Sinclair
property was sold August 3, 2011).
-- Charger reserves from Sproule Associates Ltd.'s evaluation dated
October 25, 2011 and effective September 30, 2011, at Sproule
September 30, 2011 price forecast (the "Charger Report").
-- Silverback reserves from Insite Petroleum Consultants Ltd.
engineering review dated July 15, 2011 and effective June 30, 2011,
at Insite June 30, 2011 price forecast (the "Silverback Report").
-- Sirius reserves from GLJ Petroleum Consultants Ltd. evaluation dated
April 26, 2011 and effective March 31, 2011, at GLJ April 1, 2011
price forecast (the "Sirius Report") with subsequent dispositions
netted out (property sales closed May 11, 2011 and June 17, 2011).
2. Barrels oil equivalent (boe) based on 6 Mcf/bbl for natural gas and 1:1
conversion for NGL's.
3. Definitions used:
-- "Gross Reserves" are the company's working interest (operating or
non-operating) share before deduction of royalties and without
including any royalty interests of the company.
-- "PDP" means proved developed producing reserves which are those
reserves that are expected to be recovered from completion intervals
open at the time of the estimate. These reserves may be currently
producing or, if shut in, they must have previously been on
production, and the date of resumption of production must be known
with reasonable certainty.
-- "Proved" means proved reserves which are those reserves that can be
estimated with a high degree of certainty to be recoverable. It is
likely that the actual remaining quantities recovered will exceed
the estimated proved reserves.
-- "Probable" means probable reserves which are those additional
reserves that are less certain to be recovered than proved reserves.
It is equally likely that the actual remaining quantities recovered
will be greater or less than the sum of the estimated proved plus
probable reserves.
Each of the Seaview Report, the Charger Report, the Silverback Report and the
Sirius Report (collectively, the "Reports") has been prepared using assumptions
and methodology guidelines outlined in the Canadian Oil and Gas Evaluation
Handbook and in accordance with National Instrument 51-101.
The reserve estimates provided in this press release are estimates only and
there is no guarantee that the estimated reserves will be recovered. Actual
reserves may be greater than or less than the estimates provided herein. Each of
the Reports include a number of assumptions made by either the independent
engineer or the respective company as at the date of the report relating to
factors such as initial production rates, production decline rates, estimated
ultimate recoveries, timing and amount of capital expenditures, marketability of
production, future prices of commodities, operating costs, well abandonment and
salvage values, royalties and other government levies that may be imposed during
the producing life of the reserves. Many of these assumptions are subject to
change and are beyond the control of the respective companies or the resulting
entity.
The term barrels of oil equivalent ("boe") may be misleading, particularly if
used in isolation. A conversion ratio for natural gas of 6 Mcf: 1 boe is based
on an energy equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the wellhead.
Financial Advisors
National Bank Financial Inc. is acting as exclusive financial advisor to Seaview
and has provided the Board of Directors of Seaview with its opinion that,
subject to its review of the final form of the documentation effecting the
Arrangement, any limitations or qualifications, the consideration to be paid by
Seaview pursuant to the Arrangement is fair, from a financial point of view, to
the shareholders of Seaview.
GMP Securities LP is acting as exclusive financial advisor to Charger and has
provided the Board of Directors of Charger with its opinion that, subject to its
review of the final form of the documentation effecting the Arrangement, the
consideration offered to Charger shareholders pursuant to the Arrangement is
fair, from a financial point of view, to the shareholders of Charger.
Canaccord Genuity Corp. is acting as exclusive financial advisor to Silverback
and has provided the Board of Directors of Silverback with its opinion that,
subject to its review of the final form of the documentation effecting the
Arrangement, the consideration offered to Silverback shareholders pursuant to
the Arrangement is fair, from a financial point of view, to the shareholders of
Silverback.
National Bank Financial Inc. is also acting as financial advisor to Sirius and
has provided the Board of Directors of Sirius with its opinion that, subject to
its review of the final form of the documentation effecting the Arrangement, the
consideration offered to Sirius shareholders pursuant to the Arrangement is
fair, from a financial point of view, to the shareholders of Sirius.
About Seaview Energy Inc.
Seaview is a Calgary, Alberta-based crude oil and natural gas company, with
Class A Shares and Class B Shares trading on the TSX Venture Exchange under the
symbols "CVU.A" and "CVU.B". Seaview commenced oil and gas operations in 2006
and is committed to maximizing value for its shareholders through a balance of
exploration and development drilling contemplated by a focused acquisition
program. Seaview has several operated, high working interest, light oil and
liquids-rich natural gas "resource plays" in Northwest Alberta, specifically in
the Wapiti, Boundary Lake, Balsam, Pouce Coupe and Doe areas.
About Charger Energy Corp.
Charger is a Calgary, Alberta based private crude oil and natural gas company
incorporated in Alberta that commenced operations in October 2010. Tom Buchanan,
CEO of Charger, holds 11.5% of the Charger Shares (16.6% on a fully diluted
basis). The company is committed to maximizing value for its shareholders
through successful drilling of internally-generated light oil prospects and by
pursuing strategic property and corporate acquisitions with light oil potential
using new completion technology. Charger has two operated, high working
interest, light oil and liquids-rich natural gas "resource plays" in the
Halkirk/Provost and Ghost Pine areas of east central Alberta.
About Silverback Energy Ltd.
Silverback is a Calgary, Alberta based private crude oil and natural gas company
incorporated in Alberta that commenced operations in 2008. Silverback has
operated high working interest operations primarily focused in the light oil and
natural gas play in the Halkirk/Amisk area of east central Alberta.
About Sirius Energy Inc.
Sirius is a Calgary, Alberta based private crude oil and natural gas company
incorporated in Alberta that commenced operations in 2006. Sirius has operated
high working interest operations primarily focused in the light oil and natural
gas play in the Ghost Pine/Drumheller of east central Alberta.
Completion of the Arrangement is subject to a number of conditions, including
TSX Venture Exchange acceptance, approval of the Court of Queen's Bench of
Alberta, approval of the shareholders of each of Seaview, Silverback and Sirius
and approval of the securityholders of Charger. The Arrangement cannot close
until the required securityholder approval is obtained. There can be no
assurance that the Arrangement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint information
circular to be prepared in connection with the transaction, any information
released or received with respect to the Arrangement may not be accurate or
complete and should not be relied upon. Trading in the securities of Seaview,
Charger, Silverback and Sirius should be considered highly speculative.
Reader Advisory and Note Regarding Forward Looking Statements
This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. These statements
relate to future events or future performance. All statements other than
statements of historical fact may be forward-looking statements or information.
Forward-looking statements and information are often, but not always, identified
by the use of words such as "appear", "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions. More particularly and without limitation, this
news release contains forward-looking statements and information concerning the
expected results of the Arrangement, including the timing of completion thereof;
the resulting entity's petroleum and natural gas production and reserves;
undeveloped land holdings; reserve life index; management team; business
strategy; future development and growth opportunities; prospects; asset base;
anticipated benefits from the arrangement; value and debt levels; and capital
programs. The forward-looking statements and information are based on certain
key expectations and assumptions made by the proposed management of the
resulting entity, including expectations and assumptions concerning prevailing
commodity prices and exchange rates, applicable royalty rates and tax laws;
future well production rates and reserve volumes; the timing of receipt of
regulatory and securityholder approvals; the performance of existing wells; the
success obtained in drilling new wells; the sufficiency of budgeted capital
expenditures in carrying out planned activities; and the availability and cost
of labour and services. Although the proposed management of the resulting entity
believes that the expectations and assumptions on which such forward looking
statements and information are based are reasonable, undue reliance should not
be placed on the forward-looking statements and information since no assurance
can be given that they will prove to be correct. Forward-looking information is
provided for the purpose of providing information about the current expectations
and plans, of the proposed management of the resulting entity, relating to the
future. Readers are cautioned that reliance on such information may not be
appropriate for other purposes, such as making investment decisions. Since
forward-looking statements and information address future events and conditions,
by their very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks.
These include, but are not limited to, the risks associated with the oil and gas
industry in general such as operational risks in development, exploration and
production delays or changes in plans with respect to exploration or development
projects or capital expenditures; the uncertainty of reserve estimates; the
uncertainty of estimates and projections relating to reserves, production, costs
and expenses; health, safety and environmental risks; commodity price and
exchange rate fluctuations, marketing and transportation, loss of markets,
environmental risks, competition, incorrect assessment of the value of
acquisitions, failure to realize the anticipated benefits of acquisitions,
ability to access sufficient capital from internal and external sources, failure
to obtain required regulatory and other approvals and changes in legislation,
including but not limited to tax laws, royalties and environmental regulations.
There are risks also inherent in the nature of the Arrangement, including
failure to realize anticipated synergies or cost savings; risks regarding the
integration of the four entities; incorrect assessments of the values of each
entity; failure to obtain the required securityholder, court, regulatory and
other third party approvals and the failure to complete the Arrangement in a
timely manner or at all. Anticipated times to complete the Arrangement are
provided based on reliance on certain assumptions that the management of
Seaview, Charger, Silverback and Sirius believe are reasonable at this time,
including assumptions as to the time required to prepare meeting materials for
mailing, the timing of receipt of the necessary regulatory and court approvals
and the time necessary to satisfy the closing conditions. Accordingly, readers
should not place undue reliance on the forward-looking statements, timelines and
information contained in this news release. Readers are cautioned that the
foregoing list of factors is not exhaustive. The forward-looking statements and
information contained in this news release are made as of the date hereof and no
undertaking is given to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.
This press release shall not constitute an offer to sell, nor the solicitation
of an offer to buy, any securities in the United States, nor shall there be any
sale of securities mentioned in this press release in any state in the United
States in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Seaview Energy Inc. Class B (TSXV:CVU.B)
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Seaview Energy Inc. Class B (TSXV:CVU.B)
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