Seaview Energy Inc.
TSX VENTURE : CVU.A
TSX VENTURE : CVU.B

Seaview Energy Inc.

February 09, 2012 07:30 ET

Seaview Energy Inc., Charger Energy Corp., Silverback Energy Ltd. and Sirius Energy Inc. Announce Mailing of the Joint Information Circular and Provide 2012 Update

CALGARY, ALBERTA--(Marketwire - Feb. 9, 2012) -

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") (TSX VENTURE:CVU.A) (TSX VENTURE:CVU.B) together with Charger Energy Corp. ("Charger"), Silverback Energy Ltd. ("Silverback") and Sirius Energy Inc. ("Sirius"), are pleased to announce that the joint information circular (the "Circular") in connection with the previously announced plan of arrangement (the "Arrangement") has been mailed to securityholders. The Circular will also be posted on the Seaview website at www.seaviewenergy.com and filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com where it will be made available under the profile of Seaview.

The Arrangement will effect the strategic business combination of the four companies and is subject to the approval of 66 2/3 percent of the votes cast by the respective securityholders of each of Seaview, Charger, Silverback and Sirius. The record date for the determination of securityholders entitled to receive notice of and to vote at the respective securityholder meetings is February 8, 2012.

Seaview has given notice that a special meeting of the holders of class A shares and class B shares of Seaview will be held in the Acadia "B" Room at the Calgary Marriot Downtown Hotel, 110 - 9th Ave SE, Calgary, Alberta at 9:00 a.m. MST on Monday, March 5, 2012.

Charger has given notice that a special meeting of the securityholders of Charger will be held in the Acadia "B" Room at the Calgary Marriot Downtown Hotel, 110 - 9th Ave SE, Calgary, Alberta at 11:00 a.m. MST on Monday, March 5, 2012.

Silverback has given notice that a special meeting of the holders of common shares of Silverback will be held in the Acadia "A" Room at the Calgary Marriot Downtown Hotel, 110 - 9th Ave SE, Calgary, Alberta at 10:00 a.m. MST on Monday, March 5, 2012.

Sirius has given notice that a special meeting of the holders of common shares of Sirius will be held in the Acadia "A" Room at the Calgary Marriot Downtown Hotel, 110 - 9th Ave SE, Calgary, Alberta at 8:00 a.m. MST on Monday, March 5, 2012.

As a result of the anticipated timing of the closing of the Arrangement and the current natural gas price environment, Charger management has revised the pro forma 2012 capital program to approximately $60 million, subject to market conditions. This capital program is expected to result in 2012 average production of 4,000 to 4,300 boe/d (42 to 44 percent oil and liquids) and 2012 exit production of 4,500 to 4,800 boe/d (48 to 50 percent oil and liquids), focused primarily on horizontal Viking oil opportunities. Please see the Circular for more information on each of the four entities, the combined entity and the Arrangement.

The previously announced $65 million operating facility for the combined entity is now supported by a firm commitment from a Canadian chartered bank. The credit facility will be used to fund the 2012 capital program, for general corporate purposes and to repay the outstanding debt of Seaview, Silverback and Sirius upon completion of the Arrangement.

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".

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.

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.

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.

Completion of the Arrangement is subject to a number of conditions, including approval of the Court of Queen's Bench of Alberta, approval of the securityholders of each of Seaview, Charger, Silverback and Sirius. 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 Circular prepared in connection with the Arrangement, any information released or received with respect thereto 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 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; prospects; asset base; 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. 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Arrangement.

Contact Information

  • Seaview Energy Inc.
    Michael Wuetherick
    President and CEO
    (403) 770-2961
    info@seaviewenergy.com

    Charger Energy Corp.
    Tom Buchanan
    Chairman and CEO
    (403) 457-1614

    Charger Energy Corp.
    Dan O'Byrne
    President
    (403) 457-1615

    Charger Energy Corp.
    Mark Walker
    Vice President Finance and CFO
    (403) 457-1619
    info@chargerenergy.com

    Silverback Energy Inc.
    Randy Maksymowich
    Chief Operating Officer
    (403) 233-4371
    randy@silverbackenergy.com

    Sirius Energy Inc.
    John Thompson
    President and CEO
    (403) 216-0027
    johnt@siriusenergy.ca