Seaview Energy Inc.

Seaview Energy Inc.

June 16, 2009 14:14 ET

Seaview Energy Inc. Announces Closing of Bought Deal Private Placement Financing

CALGARY, ALBERTA--(Marketwire - June 16, 2009) -


Seaview Energy Inc. ("Seaview" or the "Company") (TSX VENTURE:CVU.A) (TSX VENTURE:CVU.B) is pleased to announce that it has successfully closed a previously announced bought deal financing with a syndicate of underwriters led by National Bank Financial Inc., and including FirstEnergy Capital Corp., CIBC World Markets Inc., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., Dundee Securities Corporation, and Wellington West Capital Markets Inc. (collectively, the "Underwriters"). The Underwriters exercised their option to purchase additional subscription receipts ("Subscription Receipts") from treasury and, accordingly, a total of 11,246,500 Subscription Receipts were issued at $0.95 per Subscription Receipt and 4,167,000 Class A shares were issued on a "flow-through" basis ("Flow-Through Shares") for aggregate gross proceeds of approximately $15.7 million.

The net proceeds of the Subscription Receipt financing will be used to fund a portion of the purchase price payable by Seaview for certain high quality, long life, assets located in the Balsam and Boundary Lake areas of northwest Alberta (the "Transaction") from a senior public oil and gas producer, with the balance funded from Seaview's existing credit facilities. Gross proceeds from the sale of the Flow-Through Shares will be used to fund ongoing exploration activities that will qualify as Canadian Exploration Expense, which will be renounced to the subscribers effective for the 2009 taxation year.

The gross proceeds of the Subscription Receipt financing are being held in escrow pending the completion of the Transaction. If the Transaction is completed on or before July 17, 2009, the proceeds will be released to Seaview. If the Transaction is not completed on or before July 17, 2009 or the definitive agreement in respect of the Transaction is terminated at an earlier time, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

Each Subscription Receipt will entitle the holder thereof to receive one Class A Share on the deemed exercise of the Subscription Receipt. The Subscription Receipts will be deemed to be exercised on the earlier of: (a) October 17, 2009; and (b) that day on which a receipt is issued by the securities regulatory authorities in British Columbia, Alberta, Ontario and Nova Scotia for a final short form prospectus qualifying the Class A Shares to be issued upon the exercise of the Subscription Receipts. Seaview shall use its commercial best efforts from the date of closing of the private placement to obtain such receipt for the exercise of the Subscription Receipts within 20 days of closing of the Transaction (the "Qualification Deadline"). If a receipt is not obtained on or before the Qualification Deadline, Seaview shall issue to each holder of Subscription Receipts, for no additional consideration and without any further action on the part of the holder, an additional 0.1 of a Class A Share for each Class A Share to be issued to such holder upon the deemed exercise of the Subscription Receipts. Until the receipt is issued for such prospectus, the Subscription Receipts as well as the Class A Shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws. The Flow-Through Shares are subject to a four month hold period under applicable Canadian securities laws.

Seaview is a Calgary, Alberta based company engaged in the exploration, development and production of conventional crude oil and natural gas reserves in Canada. Seaview's strategy is to build shareholder value through a balance of exploration and development drilling complemented by a focused acquisition program.

This press release may contain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, anticipations, expectations, opinions, forecasts, projections, guidance or other similar statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks include, but are not limited to: the risks associated with the oil and gas industry (e.g. 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 production, costs and expenses and health, safety and environmental risks), commodity price and exchange rate fluctuation and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations 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 or the solicitation of an offer to buy the securities in any jurisdiction. The Subscription Receipts offered and the underlying Class A Shares have not and will not be registered under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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