Sentinel Rock Oil Corporation
TSX VENTURE : SNT

Sentinel Rock Oil Corporation

January 17, 2011 12:13 ET

Sentinel Rock Oil Inc. and Sundance Energy Corporation to Complete Business Combination

CALGARY, ALBERTA--(Marketwire - Jan. 17, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Sentinel Rock Oil Inc. ("Sentinel Rock") (TSX VENTURE:SNT) is pleased to announce that it has entered into a letter of intent dated December 22, 2010 with Sundance Energy Corporation ("Sundance Energy" or "the Company") that sets out the basic terms and conditions pursuant to which it is intended that Sentinel Rock and Sundance Energy will complete a business combination (the "Proposed Transaction"). Sentinel Rock is at arms' length to Sundance Energy. All officers, directors and certain shareholders of Sentinel Rock collectively holding approximately 51% of the outstanding shares in Sentinel Rock have agreed to enter into lock up agreements supporting the Proposed Transaction.

Sundance Energy is a Calgary, Alberta based private exploration and production company with a primary focus of developing its conventional light crude oil and gas projects in the Province of Saskatchewan. Sundance Energy's management team of experienced oil and gas professionals is led by Jeff Standen, C.E.O., President and Director and Ross Moulton, V.P. Exploration.

Muskowekwan Project

Sundance Energy has strategically assembled the rights to explore on approximately 70,000 gross and net acres of First Nations land on the Muskowekwan (the "Muskowekwan First Nations Project") and Ochapowace First Nations lands in Southern Saskatchewan that is on trend for Bakken, Torquay, Birdbear, Second White Specks and Shaunavon oil and gas production. Sundance has exclusive access to a large multi-component 2D and 3D seismic data set, obtained through a license from publicly traded Encanto Potash Corporation (EPO-TSXV) and First Nations.

The Company commissioned DeGolyer and MacNaughton Canada Limited ("DeGolyer"), an independent Calgary-based firm of geological and petroleum engineering consultants, to conduct an independent technical review and assessment of the undiscovered hydrocarbon resource of three prospects including the Bakken, Torquay and Second White Specks formations on Muskowekwan First Nations Project which lands are located approximately 165 kilometers northeast of Regina, Saskatchewan ("the DeGolyer Report").

The Muskowekwan First Nations Project, where Sundance Energy holds a 100% working interest, is situated in Townships 26 + 27, Ranges 14 to 16 W2M in Eastern Saskatchewan. The Company has identified the Second White Specks, Bakken and Torquay as being formations of interest for hydrocarbons on the Muskowekwan First Nations Project.

The DeGolyer Report, prepared as at September 30, 2010, pursuant to the Canadian Securities National Instruments 51-101 Standards of Disclosure for Oil and Gas Activities, assigns prospective Oil and Gas Resources to the Second White Specks, Torquay and Bakken formations. A summary of the DeGolyer Report's estimates of the Company's gross working-interest (100% interest) prospective oil and gas resources on the Muskowekwan First Nations Project, expressed in thousands of barrels and (Mbbl) for oil and millions of cubic feet (MMcf) for sales gas are as set out in the following table. 

    Low Estimate   Best Estimate   High Estimate   Mean Estimate
Gross Working-Interest Prospective Oil Resources, Mbbl   693   1,390   2,734   1,574
Gross Working Interest Prospective Gas Resources, MMcf   190   496   1,123   590

Notes:

1. Recovery efficiency is applied to prospective resources in this table.

2. The geologic risk factor ("Pg") is 0.147 for gas and 0.124 for oil. Application of any risk factor to prospective resources quantities does not equate prospective resources with contingent resources or reserves.

3. There is no certainty that any portion of the prospective resources estimated herein will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

4. Gross working-interest prospective oil resources is 100-percent.

Estimates of the gross working-interest (100-percent) Pg-adjusted mean prospective oil and gas resources quantities, as of September 30, 2010, are summarized as follows, expressed in thousands of barrels and (Mbbl) for oil and millions of cubic feet (MMcf) for sales gas.

  Mean Estimate
Gross Working-Interest Pg-Adjusted Prospective Oil Resources, Mbbl 196
Gross Working-Interest Pg-Adjusted Prospective Gas Resources, MMcf 87

Notes:

1. The Pg is 0.147 for gas and 0.124 for oil. Application of Pg does not equate prospective resources to contingent resources or reserves.

2. Recovery efficiency is applied to prospective resources in this table.

3. There is no certainty that any portion of the prospective resources estimated herein will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources evaluated.

4. Gross working-interest Pg-adjusted prospective oil resources is 100-percent.

"Prospective Resources" means those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. More detailed information about the definition of Prospective Resources can be found in National Instrument 51-101.

In 2011, upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") intends to spend $1,000,000 on a test well on the Muskowekwan First Nations Project and $1,000,000 on a test well on the Ochapowace lands.

Chacachas and Additional First Nations Projects

The Company also has the right to acquire an undivided 100% interest in an additional 75,000 gross acres located on the Chacachas First Nation and additional First Nations lands in Saskatchewan upon the satisfaction of certain conditions precedent. These conditions precedent include a designation process to authorize the bands to dispose of their oil and gas rights. This process is pursuant to applicable federal government regulations and includes a band referendum. It is expected that this process, including the referendum, will be completed in approximately 6 months regarding the Chacachas band and in approximately 9 months regarding the additional First Nations bands.

Subject to satisfaction of these conditions precedent and completion of the Proposed Transaction, commencing in the first quarter of 2012, the Resulting Issuer intends to spend $1,000,000 to acquire land permits on the Chacachas lands followed by a $2,000,000 3D seismic program and a $1,000,000 test well. 

Samson and Poundmaker Projects

Sundance Energy also currently has the right to explore for oil and gas, as to a 50% interest, on eight sections of the Poundmaker First Nations located in Townships 44 and 45, Range 21 W3M in North West Saskatchewan ("Poundmaker First Nations Project"). Sundance Energy has identified a large seismic structure on the Poundmaker First Nations Project which indicates potential for Colony and Second Whites Specks gas as well as Cummings oil. The Poundmaker First Nations Project is located approximately 10 miles to the South East of the Carruthers Field that has produced over 10 million barrels of oil to date from the Cummings formation. Sundance Energy's 50% partner in the Poundmaker First Nations Project is Sentinel Rock. Upon completion of the Proposed Transaction Sundance Energy will have a 100% interest in this project.

Sundance Energy also owns an 8.75% to 25% working interest in 11 sections of land in the Samson Area of Central Alberta which includes five shut-in gas wells that are waiting on completion and one shut-in producing gas well. Sundance Energy has identified multiple seismic anomalies and drilling locations that will be further evaluated after completion of the Proposed Transaction.

As of October 31, 2010, Sundance Energy's interests in the Samson Area and Poundmaker First Nations Project were evaluated for the Company in a report prepared by Chapman Petroleum Engineering Ltd., an independent reserve engineering firm (the "Chapman Report"). The Chapman Report was prepared pursuant to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook (COGEH) reserves definitions. Following is a summary of Reserves as detailed in the Chapman Report.

SUMMARY OF RESERVES
SUNDANCE ENERGY CORPORATION
AREA   Light & Med Oil MSTB   Heavy Oil MSTB   Sales Gas MMSCF   NGL Mbbls
Poundmaker   Gross   Net   Gross   Net   Gross   Net   Gross   Net
Total Proved Undeveloped   0   0   0   0   156   141   0   0
Total Probable Undeveloped   0   0   0   0   132   116   0   0
Total Proved & Probable   0   0   0   0   288   257   0   0
Total Possible   0   0   704   634   0   0   0   0
Total Proved & Probable & Possible   0   0   704   634   288   257   0   0

 

SUMMARY OF RESERVES
SUNDANCE ENERGY CORPORATION
AREA   Light & Med Oil MSTB   Heavy Oil MSTB   Sales Gas MMSCF   NGL Mbbls
Samson   Gross   Net   Gross   Net   Gross   Net   Gross   Net
Total Proved Non-Producing   0   0   0   0   31   23   0   0
Total Proved Undeveloped   0   0   0   0   129   101   0   0
Total Proved   0   0   0   0   160   124   0   0
Probable Development Non-Producing   0   0   0   0   34   26   0   0
Probable Undeveloped   0   0   0   0   66   50   0   0
Total Probable   0   0   0   0   100   76   0   0
Total Proved and Probable   0   0   0   0   259   200   0   0

 

SUMMARY OF RESERVES (VALUES) - Forecast Prices & Costs (M$'s)
SUNDANCE ENERGY CORPORATION
    UNDISCOUNTED   5%   10%   15%   20%
Proved Developed Non-Producing (Samson)   7   6   4   2   1
Proved Undeveloped (Samson)   260   191   142   107   80
Proved Undeveloped (Poundmaker)   153   120   93   70   51
Total Proved   420   317   239   179   132
Probable Developed Non-Producing (Samson)   63   39   25   16   11
Probable Undeveloped (Samson)   268   176   124   92   71
Probable Undeveloped (Poundmaker)   385   324   274   235   203
Total Probable   716   539   423   343   285
Total Proved Plus Probable   1,136   856   662   522   417
Possible Reserves (Poundmaker)   38,552   29,092   22,798   18,411   15,227
Total Proved, Probable & Possible   39,688   29,948   23,460   18,933   15,644

The above estimates of Net Present Value are estimates of future net revenue, calculated with varying discount rates and do not represent fair market value. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves. Operating costs and capital expenditures have been based on historical experience and analogy where necessary and are expressed in current year dollars and escalated at 2.0% per year from 2011 to 2025 with no escalation thereafter (or in 2010).

For gas, these estimates utilized an average gas price which is the price on which Crown royalty calculations are based. The gas prices under various types of contracts currently available (i.e. conventional, local discount and export contracts) have been predicted to follow the same trends. The natural gas liquid blended mix price has been established for each applicable property based on the price and relative volumes of each component of the gas stream recovered at the plant and wellhead for that property based on available plant and revenue data. For properties where actual data is not available, an average blended mix price has been estimated based on a typical liquid composition assumed to be 40% propane, 30% butane and 30% pentanes plus. The following are the forecast prices used:

                                           
        GRP [1]   AECO Spot Gas   Sask. Gas [2] B.C. Gas [3]   Propane [4]   Butane [4]   Pentanes Plus [4]   NGL Mix [5]
Date       $/MMBTU       $/GJ   $/MMBTU   $/MMBTU $/MMBTU   $/BBL   $/BBL   $/BBL   $/BBL
HISTORICAL PRICES       GRPM       GRPJ   AECO   SK G BC G   C3   C4   C5    
2000       4.50       4.27   5.56   4.85 4.00   31.38   35.01   46.35   36.96
2001       5.41       5.12   5.44   5.48 6.12   31.27   30.27   44.98   35.08
2002       3.89       3.68   4.13   4.17 3.85   19.14   25.11   40.72   27.41
2003       6.14       5.81   7.03   6.47 6.45   28.85   32.15   44.23   34.46
2004       6.31       5.98   6.60   6.52 6.25   31.95   38.40   54.06   40.52
2005       8.31       7.87   8.82   8.58 8.31   38.03   46.31   69.32   49.90
2006       6.57       6.22   6.55   6.55 6.57   38.97   50.42   76.08   53.54
2007       6.21       5.88   6.47   6.45 6.21   40.47   49.76   75.96   53.90
2008       7.89       7.47   8.17   8.10 8.61   44.69   54.08   104.75   65.53
2009       3.85       3.65   3.99   4.05 6.12   19.68   21.04   67.64   34.48
2010 (10 mos)       4.01       3.80   4.06   5.05 4.27   25.70   25.70   76.62   40.97
CONSTANT PRICES                                          
 October 29, 2010   [6]   3.17   est.   3.00   3.34   3.30 3.61   27.04   19.88   78.86   40.44
CURRENT YEAR FORECAST                                          
2010 (2 mos)       3.70       3.50   3.86   3.84 3.89   36.66   43.04   83.06   52.49
FUTURE FORECAST                                          
2011       4.20       3.98   4.41   4.36 4.41   37.83   44.40   86.31   54.34
2012       4.80       4.55   5.08   4.97 5.03   38.99   45.76   89.56   56.19
2013       5.50       5.21   5.86   5.70 5.76   40.55   47.57   93.90   58.66
2014       6.30       5.97   6.74   6.52 6.59   41.72   48.92   97.15   60.51
2015       6.80       6.44   7.30   7.03 7.11   42.89   50.28   100.40   62.36
2016       7.00       6.63   7.52   7.24 7.32   43.67   51.19   102.57   63.60
2017       7.30       6.91   7.86   7.55 7.63   44.45   52.09   104.74   64.83
2018       7.50       7.10   8.08   7.76 7.84   45.23   53.00   106.91   66.06
2019       7.70       7.29   8.30   7.96 8.05   46.02   53.92   109.12   67.32
2020       7.80       7.39   8.41   8.06 8.15   46.83   54.86   111.38   68.60
2021       8.00       7.58   8.63   8.27 8.36   47.66   55.82   113.68   69.91
2022       8.20       7.77   8.86   8.48 8.57   48.50   56.80   116.03   71.25
2023       8.40       7.95   9.08   8.68 8.78   49.36   57.80   118.42   72.61
2024       8.50       8.05   9.19   8.79 8.88   50.24   58.82   120.86   74.00
2025       8.70       8.24   9.41   8.99 9.09   51.13   59.86   123.35   75.42
Constant thereafter                                          
                                           

Notes:

(1) Alberta Gas Reference Price (GRP) represents the average of all system and direct (spot and firm) sales.

(2) Price paid at field delivery point.

(3) Price paid by CanWest net of raw gas gathering and processing charges but before deduction of field gathering and compression charges.

(4) Reference point is FOB Edmonton for fractionated product.

(5) Natural Gas Liquids blended mix price assuming typical liquid composition of 40% propane, 30% butane and 30% pentanes plus.

(6) October 29, 2010 is the last trading day of October 2010.

For oil, these estimates utilized the equivalent price of light sweet crude landed in Edmonton to that of the West Texas Intermediate crude in Cushing, Oklahoma after adjustments for transportation and the prevailing dollar exchange rate. The following are the forecast prices used:

CHAPMAN PETROLEUM ENGINEERING LTD.
CRUDE OIL
HISTORICAL, CONSTANT, CURRENT AND FUTURE PRICES
December 1, 2010
Date     WTI [1] $US/STB   Alberta Par Price [2] $CDN/STB   Alberta Heavy [3] $CDN/STB   Sask. Light [4] $CDN/STB   Sask. Heavy [5] $CDN/STB   B.C. Light [6] $CDN/STB   Bank of Canada Average Noon Exchange rate $US/$CDN
HISTORICAL PRICES                              
2000     30.39   44.90   34.51   43.37   40.12   n/a   0.67
2001     25.98   39.66   25.41   35.57   31.84   n/a   0.65
2002     26.09   40.63   32.20   37.67   34.57   n/a   0.64
2003     30.84   43.57   32.65   40.13   37.64   n/a   0.72
2004     41.48   52.89   37.52   48.96   45.74   n/a   0.77
2005     56.62   69.16   43.25   62.04   56.53   n/a   0.83
2006     65.91   72.88   50.40   66.77   61.23   n/a   0.88
2007     70.61   75.57   53.17   71.42   64.55   n/a   0.94
2008     99.70   102.98   83.88   98.02   92.45   n/a   0.94
2009     61.64   68.91   58.48   65.15   63.48   n/a   0.88
2010 (11 mos)     81.01   79.97   66.18   76.27   72.19   n/a   0.97
CONSTANT PRICES                              
November 30, 2010 [7]   84.11   85.10   71.50   85.55   79.82   82.97   0.97
CURRENT YEAR FORECAST                            
2010 (1 mos)     80.00   83.21   70.31   78.38   75.17   81.13   0.95
FUTURE FORECAST                              
2011     83.00   86.37   72.98   81.36   78.02   84.21   0.95
2012     86.00   89.53   75.65   84.33   80.88   87.29   0.95
2013     90.00   93.74   79.21   88.30   84.68   91.39   0.95
2014     93.00   96.89   81.88   91.27   87.53   94.47   0.95
2015     96.00   100.05   84.54   94.25   90.39   97.55   0.95
2016     98.00   102.16   86.32   96.23   92.29   99.60   0.95
2017     100.00   104.26   88.10   98.22   94.19   101.66   0.95
2018     102.00   106.37   89.88   100.20   96.09   103.71   0.95
2019     104.04   108.52   91.70   102.22   98.03   105.80   0.95
2020     106.12   110.71   93.55   104.29   100.01   107.94   0.95
2021     108.24   112.94   95.43   106.39   102.03   110.12   0.95
2022     110.41   115.22   97.36   108.54   104.09   112.34   0.95
2023     112.62   117.54   99.32   110.73   106.19   114.60   0.95
2024     114.87   119.91   101.33   112.96   108.33   116.92   0.95
2025     117.17   122.33   103.37   115.24   110.51   119.27   0.95
Constant thereafter                              

Notes:

(1) West Texas Intermediate quality (D2/S2) crude landed in Cushing, Oklahoma.

(2) Equivalent price for Light Sweet Crude (D2/S2) landed in Edmonton, Alberta after exchange of 0.95US$/C$ from 2010 to 2025 during forecasting period and transportation differential of $1.00 CDN/STB.

(3) Bow River at Hardisty, Alberta (905 kg/m3, 2.1% sulphur).

(4) Light Sour Blend at Cromer, Saskatchewan (850 kg/m3, 1.2% sulphur).

(5) Midale at Cromer, Saskatchewan (880 kg/m3, 2.0% sulphur)

(6) B.C. Light at Taylor, British Columbia (825 kg/m3, 0.5% sulphur).

(7) November 30, 2010 is the last trading day of November 2010.

The initial oil and gas prices for each property have been adjusted in this report to reflect the relative actual prices being received or forecast to be received. Any prices quoted in the property discussion reflect fully adjusted prices for crude quality, transportation, gas heating value and specific contractual arrangements. In the case of delayed production the equivalent 2010 price for that production has been quoted.

In 2011, upon completion of the Proposed Transaction, the Resulting Issuer intends to drill one vertical and one horizontal well on the Poundmaker First Nations Project for estimated costs of $1,600,000.

Financial Information

The following is a summary of the management prepared draft unaudited financial information of Sundance Energy for the fiscal year ended October 31, 2010. Readers are cautioned that this draft financial information has been provided to Sentinel Rock by management of Sundance Energy. There is no assurance that the financial information provided in this press release is accurate prior to the completion of an independent audit. Management of Sentinel Rock has not verified the accuracy of this information.

Balance Sheet   As at October 31, 2010
Current Assets   $271,030
Property and Equipment   $6,615,064
Total Assets   $6,886,094
Current Liabilities   $325,608
Total Liabilities   $340,526
Shareholders' Equity   $6,545,568

Sundance Energy had no revenue and a loss of $179,432 during the fiscal year ended October 31, 2010. The audited consolidated financial statements for Sundance Energy's fiscal years ended October 31, 2010, will be included in the filing statement or management information circular prepared in connection with the Proposed Transaction.

Transaction

The entering into of a definitive agreement for the Proposed Transaction is subject to the completion of due diligence, by January 21, 2011, by each of Sentinel Rock and Sundance Energy and the approval of the Proposed Transaction by their respective Board of Directors. Upon receipt of regulatory approval, Sundance will lend $30,000 to Sentinel Rock pending completion of the Proposed Transaction, which amount shall be repayable to Sundance on the earlier of the termination and April 30, 2011. The repayment of this amount shall be secured by a first place security interest over all assets of Sentinel Rock situate in the Poundmaker area of Saskatchewan. The parties anticipate entering into the definitive agreement not later than January 21, 2011. The Proposed Transaction is also subject to there being no material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of either Sentinel Rock or Sundance Energy from December 22, 2010 through to the completion of the Proposed Transaction and the approval of the shareholders of both Sentinel Rock and Sundance Energy. In addition, it is anticipated that concurrent with the completion of the Transaction the name of Sentinel Rock will be changed to "Sundance Energy Corporation" or a similar name.

The Proposed Transaction is anticipated to be completed pursuant to which Sundance Energy will amalgamate with a newly incorporated, wholly-owned subsidiary of Sentinel Rock. Pursuant to the Proposed Transaction, the shareholders of Sundance Energy will exchange their Sundance Energy Shares for Resulting Issuer Shares on a one for one basis at a deemed price of $0.20 per common share. The outstanding options and warrants of Sundance Energy will be exchanged for the same number of options and warrants in the Resulting Issuer. A total of 48,060,001 common shares (the "Sundance Energy Shares") of Sundance Energy are currently issued and outstanding putting the value of the Sundance Energy Shares at $9,612,000.

As a condition to the closing of the Proposed Transaction, Sundance Energy will complete a brokered private placement ("Private Placement") for gross proceeds of not less than $8,000,000 to a maximum of $15,000,000 at a price of $0.50 per common share. Further details regarding the Private Placement will be announced when determined. The Sundance Energy Shares issued under the Private Placement will be exchanged for Resulting Issuer Shares as part of the Proposed Transaction on the same one for one basis as described above.

Sentinel Rock currently has 4,369,387 common shares outstanding and debt, secured by a first charge debenture, of approximately $610,000. It is a condition of the Proposed Transaction that this debt be settled by the issuance of 3,050,000 common shares at a deemed price of $0.20 per share. This debt is owed to Pellinore Holdings Inc., which is 100% owned by Mr. Al Kroontje who is a director of Sentinel. Conditional upon closing of the Proposed Transaction, Mr. Jeff Standen has an agreement to purchase 1,750,000 common shares of the Resulting Issuer from Pellinore Holdings Ltd. for $250,000 or $0.14 per common share. Mr. Jeff Standen is the C.E.O. and a director of Sundance.

Upon completion of the Proposed Transaction, the Resulting Issuer will have 68,429,388 common shares assuming completion of the minimum amount under the Private Placement and 82,429,388 common shares outstanding assuming completion of the maximum amount under the Private Placement.

In conjunction with the closing of the Proposed Transaction, the Resulting Issuer intends to grant incentive stock options to its directors, officers, employees and consultants. Prior to any new grants, upon completion of the Proposed Transaction, the Resulting Issuer will have stock options outstanding to acquire 3,160,265 common shares. In the event that the Resulting Issuer raises the maximum amount under the Private Placement, it will grant options to acquire an additional 5,082,674 common shares of the Corporation at $0.50 per common share. In the event that the Private Placement is not fully subscribed, the Resulting Issuer will grant such lesser number of options, at $0.50 per common share, as to remain at or under the 10% threshold permitted by its stock option plan. Any stock options granted will be granted in accordance with the rules of the TSX Venture Exchange.

Ross Moulton, the VP Exploration for Sentinel Rock is also the VP Exploration for Sundance Energy and holds less than 10% of the issued and outstanding common shares of Sundance Energy. In addition, each of Tyler Cran, Bryce Bonneville, Al Kroontje and Bob Gillies are all directors and / or officers of Sentinel Rock and are shareholders of Sundance Energy. Each of these individuals hold less than 10% of the issued and outstanding common shares of Sundance Energy.

There is not any single person or group of persons acting jointly and in concert who control Sundance.

The proceeds of the Private Placement will be used for; exploration and development expenses associated with Sundance Energy's oil and gas projects in Saskatchewan and Alberta, the acquisition of additional lands as well as for working capital and general corporate purposes.

Subject to and following the closing of the Proposed Transaction, the directors and officers of the Resulting Issuer are proposed to be the following individuals;

Jeff Standen, President, C.E.O. and Director

Mr. Standen is a Petroleum Landman with over 33 years of domestic and international industry experience including Pan Canadian Petroleum, Canada-Cities Service, Renaissance Resources and Centurion Energy. He has 25 years of experience with juniors and start-ups including Spirit Energy, Targa Energy, Triple 8 Energy, Canadian Leader Energy (Centurion Energy Int'l.), Charger Energy, Extreme Energy, Andora Energy, Arapahoe Energy and Encanto Potash Corp. Over the past seven years Mr. Standen has garnered extensive experience working with First Nations on both their oil and gas and potash rights. Mr. Standen graduated from the University of Alberta in 1976.

Rod Hope, Director

Mr. Hope graduated from the University of Saskatchewan in 1970 and served as a legal and policy consultant to Assembly of First Nations regarding relations between First Nations of Canada governing bodies and Federal and Provincial governments from 1976 through1987. Legal and policy consultant to Metis National Council participating in First Ministers Conferences and negotiations leading up to the repatriation of the Canadian Constitution in 1982, participating in deputy ministerial level meetings with Metis and Inuit representatives and consultants. Executive Director & CEO, Sawridge Enterprises, Manager, Intergovernmental Relations, Sawridge Cree Nation & consultant/advisor to Treaty 8 Bands as members of the Slave Lake Tribal Council, Alberta on economic, legal, & political relations with Federal Government. Legal Counsel to Bigstone Cree Nation, Trout Lake, & Chipewyan Lake Settlements on negotiations with INAC re Treaty Land Entitlements, 2003- 2007. Legal consultant through Broxbourne International Inc to Meadowlake District Chiefs & Tribal Council, Saskatchewan, 1984-1986 General law practice specializing in Aboriginal issues, 1976 – 2004. 2008 to present, Aboriginal Relations, Encanto Potash Corp.

Douglas Brett, Director

Mr. Brett is President and C.E.O. of Canadian Quantum Energy Corporation, a TSX Venture Exchange listed company with oil and gas assets in Quebec and Alberta. Mr. Brett received a B.Sc. in Petroleum Engineering from the University of Oklahoma in 1982 and started his career with Tenneco Oil in Denver. Mr. Brett settled in South Western Ontario and was active as both a successful operator and drilling contractor for a number of years. Mr. Brett currently resides in Calgary Alberta and took on the full time roll with Canadian Quantum Energy after working as Sr. Vice President of Exploration for a well funded private company with projects in several countries and annual capital budgets in excess of $100 million.

Michael Koenig, Director

Mr. Koenig has provided professional accounting and income tax advice to several Canadian private junior oil and gas company's for over 20 years. Mr. Koenig has served on the board of directors of Canadian Quantum Energy Corporation, a TSX Venture Exchange listed company since 2006 and is currently their C.F.O. Mr. Koenig was recently appointed as a board member and C.F.O. of another private oil and gas company with operations in Alberta. Mr. Koenig serves as a member of the audit committee for both companies. Mr. Koenig has been a Certified General Accountant since 1984.

Robert Gillies, Chief Financial Officer

Mr. Gillies is a Chartered Accountant with over 30 years of experience. He is currently the C.F.O. of three public companies operating in the natural resource sector that are listed on the TSX Venture Exchange. He has previously been a contract C.F.O. with numerous other public companies in the oil and gas industry. Prior to 1994, Mr. Gillies had been a partner in a public accounting firm.

Ross Moulton, VP Exploration

Mr. Moulton has 40 years of industry experience worldwide with both major and junior oil and gas exploration companies. Mr. Moulton's experience includes 13 years with start-up exploration companies including Andora Energy, Arapahoe Energy, Extreme Energy and Encanto Potash Corp. He has over the past 4 years gained extensive First Nations experience. Mr. Moulton graduated in 1969 from McMaster University, with a B. Sc. Degree.

Additional information regarding the Proposed Transaction, the Private Placement and Sundance Energy will be announced by Sentinel Rock in due course.

Application has been made to the Exchange for an exemption from the sponsorship requirements in connection with the Proposed Transaction. There is no assurance that such exemption will be granted. Trading in the shares of Sentinel Rock will remain halted until such time as the sponsorship exemption has been granted or, if not granted, a sponsor has been engaged and initial sponsorship materials have been filed with and satisfactorily reviewed by the Exchange.

READER ADVISORY

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the requirements of the Exchange, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sentinel Rock should be considered highly speculative.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning Sentinel Rock's future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by Sentinel Rock, including expectations and assumptions concerning equipment and crew availability and financial capability. Although Sentinel Rock 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 because Sentinel Rock can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause Sentinel Rock's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, political and economic conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. Sentinel Rock undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

BOE may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bbl has been used and is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.

The securities of the Corporation have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Sentinel Rock Oil Inc.
    Bryce Bonneville
    Vice President Business Development,
    Corporate Secretary and director
    (403) 668-0427