Seriatim Ventures Inc.

September 11, 2008 15:14 ET

Seriatim Ventures Inc. Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Sept. 11, 2008) - Seriatim Ventures Inc. ("Seriatim" or the "Corporation") (TSX VENTURE:STV.P) is pleased to announce that it has agreed in principle to acquire (the "Acquisition") all of the issued and outstanding shares of Forent Energy Ltd. ("Forent"), a private Alberta company actively engaged in onshore oil and gas development and exploration activities in Nova Scotia and Alberta. Seriatim and Forent have entered into a binding letter of intent with respect to the Acquisition dated as of August 13, 2008. The Acquisition is expected to constitute the Qualifying Transaction of Seriatim as defined in the policies of the TSX Venture Exchange Inc. ("TSXV").

Summary of the Proposed Qualifying Transaction

Seriatim will create a wholly-owned subsidiary (the "Seriatim Subsidiary") and Forent and the Seriatim Subsidiary will amalgamate and continue as a new corporation ("Amalco"). Rather than receiving shares of Amalco, the shareholders of Forent will instead receive 5.5 common shares of Seriatim ("Seriatim Shares") for each issued and outstanding Forent share owned. Seriatim will also issue replacement stock options and performance warrants for the existing Forent stock options and performance warrants based on the same exchange ratio (5.5 for 1) and the exercise or conversion prices shall be amended accordingly while all other terms (i.e. vesting provisions, expiry dates, etc.) of such convertible securities will remain identical to the terms granted by Forent. Based on this exchange ratio, and subject to TSXV approval, it is expected that, subject to rounding, Seriatim will issue an aggregate of 128,355,700 Seriatim Shares at a deemed price of $0.1818 per share, performance warrants to purchase up to 20,515,000 Seriatim Shares at prices ranging from $0.32 to $0.41 per share, common share purchase warrants to purchase up to 4,798,310 Seriatim Shares at prices ranging from $0.18 to $0.20 per share and stock options to purchase up to 10,340,000 Seriatim Shares at a price of $0.18 per share.

Immediately after completion of the Acquisition, Seriatim is expected to consolidate all of the outstanding Seriatim Shares on a proposed 2.7 for 1 basis (the "Consolidation"). In addition, by virtue of the contractual provisions attached to the convertible securities of Seriatim, such convertible securities shall also be consolidated on the same 2.7 for 1 basis and the exercise or conversion prices shall be amended accordingly while all other terms (i.e. vesting provisions, expiry dates, etc.) of such convertible securities will remain identical to the terms originally granted. As a result, upon completion of the Consolidation (but prior to giving effect to Private Placement (as defined below) or the exercise of any securities convertible into Seriatim Shares), it is expected that there will be issued and outstanding approximately 49,872,481 Seriatim Shares, of which approximately 47,539,148 or 95% will be owned by Forent shareholders. It is also expected that, subject to TSXV approval, there will be performance warrants to purchase up to 7,598,148 Seriatim Shares at prices ranging from $0.86 to $1.10 per share, common share purchase warrants to purchase up to 1,925,300 Seriatim Shares at prices ranging from $0.49 to $0.54 per share, stock options to purchase up to 4,062,963 Seriatim Shares at prices ranging from $0.49 to $0.54 per share and charitable options to purchase up to 23,333 Seriatim Shares at a price of $0.54 per share.

It is anticipated that following completion of the Acquisition and the Consolidation, the resulting issuer would be classified as an Oil and Gas Issuer on the TSXV.

Conditions to the Completion of the Qualifying Transaction

The obligations of Seriatim and Forent to consummate the Acquisition and the Consolidation shall be subject to, among other things: (i) the receipt of all necessary regulatory and TSXV approval, including, without limiting the generality of the foregoing, the approval of the Acquisition and the Consolidation as a Qualifying Transaction in accordance with the TSXV policies; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the review to the sole satisfaction of each of Seriatim and Forent of the financial condition, business, properties, title, assets and affairs of the other party; and (iv) the entering into of a formal agreement between Seriatim and Forent in such form as is mutually agreeable to the parties. The conditions listed above are for the benefit of, and maybe waived by, Seriatim and Forent as it relates to the obligations of the other party to perform or obtain same.

The control persons of Forent are not (and their associates and affiliates are not) control persons of Seriatim. Accordingly, the acquisition by Seriatim of all the issued and outstanding shares of Forent is not a Non-Arm's Length Qualifying Transaction for the purposes of TSXV policies. As a result, the Acquisition will not be subject to approval of the shareholders of Seriatim and therefore no meeting of the shareholders of Seriatim is required as a condition to the completion of the Acquisition. Conversely, the Consolidation will require shareholder approval at a duly convened meeting of the shareholders of Seriatim.

Proposed Directors and Officers

Concurrent with the completion of the Acquisition and the Consolidation, it is expected that Messrs. Devonshire, Porter, Fry and Fry, being all of the current directors of Seriatim, will resign from the Board of the Corporation to allow for the appointment of certain of the current directors of Forent. It is expected that the Board of Directors of Seriatim following completion of the Acquisition and the Consolidation will be composed of the following:

Dennis M. Forgeron, P.Eng. - President, Chief Executive Officer and Director

Mr. Forgeron brings with him over 20 years of both large and junior oil and gas company experience. His start in the industry began with Gulf Canada Resources Ltd. in the Beaufort Sea, drilling offshore gas exploration wells in the late 1980's. He later became part of the Chevron Canada Resources Ltd. Mitsue Engineering and Operations team in Slave Lake, coordinating field activities for production enhancement and optimization.

Mr. Forgeron spent the next half decade consulting to major oil and gas companies, both domestically and overseas, serving as senior project manager of facility upgrades in West Africa with Shell Gabon, and later in Yemen for Canadian Occidental Petroleum, and then returned his focus to Canada as a senior project manager of various Alberta and Saskatchewan asset developments for Crestar and Texaco Canada.

Thomas E. Lester, BA, MBA - Chief Financial Officer and Director

Mr. Lester has over 30 years of oil and gas experience having started his career in 1975 with the federal department of Energy, Mines and Resources, before accepting an executive interchange assignment with the Independent Petroleum Association of Canada (IPAC) as Manager, Crude Oil Affairs in 1985. From 1987 to 1995 Mr. Lester worked for Northridge Petroleum Marketing Inc. as Vice President, Producer Services and NGL Marketing.

Since 1994 Mr. Lester has been involved with a variety of business and not-for-profit endeavours including the founding of two capital pool companies and the successful recapitalization of a TSX oil and gas company, raising in total more than $100 million from public markets. His roles have included board of director responsibilities, senior management, legal affairs, investor relations, project and corporate analysis, treasury and finance, and oil and gas liquids marketing. His not for profit efforts have included organizing and fund raising for a variety of out-reach programs and chairing the Board of Directors of the Art Gallery of Calgary from 1995 to 2000.

David B. Campbell, CFA - Director

Mr. Campbell is the President of Invico Investments Inc., a private investment holding company. Mr. Campbell brings 15 years of investment industry experience through a variety of functional roles including his role as CEO and Founder of Invico Capital Corp. as well as Portfolio Manager for the Invico Capital Private Equity Fund, an energy focused fund investing into emerging Canadian private energy companies. Previous to this experience, Mr. Campbell was a Director, Vice-President and co-lead Institutional Equity Trader for First Energy Capital Corporation based in Calgary. Prior thereto, Mr. Campbell worked as an energy focused institutional trader at Newcrest Capital Corp. and began his trading career at Gordon Capital Corp. in Toronto. Mr. Campbell is a Chartered Financial Analyst and a graduate of the Richard Ivey School of Business at the University of Western Ontario.

Ian Shook, B.Sc. Geophysics from University of Saskatchewan (Honors) - Director

Prior to joining Forent Energy in April 2007, Mr. Shook acquired 15 years of experience as an interpreting geophysicist with EnCana, evaluating hydrocarbon potential and selecting drilling locations in Alberta, British Columbia, the Gulf of Mexico, the Middle East, Northwest Territories and the Canadian East Coast. He brings to Forent very strong experience in hydrocarbon prospecting, new play evaluation, exploration strategy, risk assessment and portfolio management.

Jonathan E. C. Schroeder, P.Geoph - Director

Mr. Schroeder is currently the President and Founder of Carrack Holdings Inc., a private investment company and was previously the President and Founder of Gladius Energy Inc., a private oil and gas exploration company, which grew its production from startup through the drill bit to 1,100 boe/d. Gladius Energy Inc. then raised $14 million and was ultimately sold for $75 million in 2006. Prior thereto, Mr. Schroeder was the President and Founder of Carrack Energy Inc., a private oil and gas exploration company, growing from nil production to 400 boe/d.

Scott Reeves, BA, LLB - Director

Mr. Reeves is a partner at the Calgary-based corporate law firm of TingleMerrett LLP with a practice focused on securities, corporate finance and commercial transactions for emerging and growth companies and partnerships. Mr. Reeves acts for a large number of TSX and TSX Venture Exchange-listed companies in a wide range of industries, including mining, oil and gas, real estate, technology, biotechnology and manufacturing. He also acts a director and/or corporate secretary for many public and private companies and is a member of the Alberta Advisory Board of the TSX Venture Exchange.

Private Placement

Forent anticipates completing a private placement of securities and expects to enter into engagement letters with certain selling agents in the near future pursuant to which the agents will act as agents, on a commercially reasonable efforts basis, in connection with the sale of common shares (the "Forent Shares") by way of private placement (the "Private Placement"). The Private Placement may be comprised of both Forent Shares and Forent Shares issued on a "flow-through" basis, with pricing to be determined based on market conditions and other factors. The selling agents are expected to be paid a commission, will be entitled to recover their expenses and may receive broker warrants entitling them to acquire Forent Shares equal to a percentage of the number of securities sold under the Private Placement at the offering price. It is anticipated that the Private Placement will close immediately prior to the Acquisition and the Consolidation. Proceeds of the Private Placement will be used for additional seismic, drilling and further exploration expenses on the Forent properties. The balance of the funds will be used to pay for the costs of the transactions described herein and for general working capital.

Forent Energy Ltd.

Forent is an emerging, junior, privately-held petroleum and natural gas exploration, development and production company, incorporated on April 6, 1999 under the laws of Alberta and headquartered in Calgary, Alberta. Forent has secured two exploration areas onshore Nova Scotia, where it has the right to explore and develop certain oil and gas properties in the province, known as the Alton Block, a 766,000 acre area located south of Truro, Nova Scotia and the Beech Hill Block, a 466,000 acre area located near Antigonish, Nova Scotia. Forent also holds working-interests in conventional oil and gas properties in Alberta, which have a current production rate of approximately 65 Boepd. Forent's strategy is to focus on the Alton and Beech Hill Blocks and the significant opportunity they present in the province of Nova Scotia. Both the Alton and Beech Hill Blocks are under-explored with large (100 mmBbl/ 100 Bcf) multiple target potential. Nova Scotia has onshore infrastructure in-place and a favourable royalty structure (10% with a two year royalty-free holiday on a first project). The provincial geology and depositional environment is likened to that of the province of New Brunswick, which has proven oil and gas reservoirs. Forent believes that both of the Blocks contain conventional and non-conventional (shale gas) oil and gas.

The Alton block has two prominent hydrocarbon plays: the Gays River and the Horton Bluff formation. The Gays River play is a conventional oil and gas target with the petroleum system having all the necessary components (Source - Reservoir - Trap - Seal) to the creation of a recoverable hydrocarbons reservoir. The source is represented by the marine-deposited Macumber and Horton Formations, both of which are proven source rocks. The reservoir is the Gays River Formation, which is a trap of reef definition and sealed by the overlain non-permeable Carrols Corner anhydrite.

The Horton Bluff is an unconventional shale gas play where the formation acts as its own source, reservoir, trap and seal. Wells offsetting the Alton Block have yielded OGIP values of up to 84 Bcf/section in the Horton Bluff formation.

Forent's exploration and development rights in the Alton Block were granted pursuant to a Farmout and Option Letter Agreement (the "Farmout Agreement") dated January 4, 2007, between Forent, EOG Resources Canada Inc. ("EOG") and another industry partner. The Farmout Agreement stipulated that Forent must drill a test well on or before August 30, 2007 to earn 50% of EOG's and the other company's pre-farmout interest in a certain portion of the farmout lands. Additionally, Forent had the option to elect to spud an additional well (not on the certain portion of lands referred to above) by August 2008 and thereby earn 100% of EOG's and the other company's interest, subject to an overriding royalty interest, in the balance of the farmout lands. This final earning well was spud on or about August 21, 2008.

The petroleum exploration rights of the Beech Hill Block were awarded to Forent by the Nova Scotia Department of Energy in July, 2008. Forent has agreed to spend a minimum of $2.07 million in geological, geophysical data and drilling over the next three years. The Beech Hill Block is expected to have similar geological potential to the Alton Block with the Gays River and Horton Bluff plays present.

The operational strategy of Forent is as follows:

- to prove-up the maximum amount of reserves with the minimum number of wells;

- to utilize gravity gradiometry evaluation technology to map basement structures located on the Alton Block within the Shubinacadie Basin;

- to generate a prospect map and follow-up with a 2-D seismic program to deliver drill-ready Gays River locations for Q4 2009 to Q1 2010;

- to evaluate the Horton shale gas play by drilling and acquiring 2D seismic in Q3 2008;

- to evaluate the hydrocarbon potential of the Beech Hill Block by similar methods used on the Alton Block; and

- to position the company to maximize value to the investor through development, sale or farmout of the Alton and Beech Hill Blocks.

Nova Scotia Activities

Minimal exploration activity occurred on the Alton Block from 1987 to 1999. Two 2-D seismic lines were shot and three exploration wells were drilled. In 2003 and 2004, EOG acquired 2-D seismic information and drilled Cloverdale #1. In 2005, an industry competitor shot 55 square kilometres of 3-D seismic and partnered with EOG to drill three wells predicated on the results of the seismic survey. On September 21, 2005, EOG Barney's Brook No. 1 was spud and reached a total depth of 748 metres on October 28, 2005, encountering a Gays River Formation reef and build-up less than 10 metres thick. The formation was primarily a porous dolomite bed with numerous fractures and good permeability. A gas show was observed at 629 metres; however, due to barite (drilling mud) invasion of the pore system, the drill stem test resulted in a recovery of 3 metres of drilling fluid. The well was perforated on November 20, 2005 and subsequently acidized, resulting in gas to surface with a 17 foot flare. During December 2005, the well was swabbed recovering the swabbing fluid, but failing to establish a gas flow. Subsequently drilled Milford Station No. 1 and Hardwood Lands No. 1 were deemed to be unsuccessful attempts and these wells were plugged and abandoned.

On August 22, 2007, Forent spud earning well Forent Morgan, rig released on September 18, 2007, reaching a total depth of 655 metres. The zones of interest were the Gays River and Stewiacke. The Stewiacke gas presence previously evidenced in Barney's Brook No. 1 was not present at Morgan as it was of a highly compartmentalized nature with limited lateral extent. A lower Stewiacke dolomite stringer was encountered which did flow gas during the drilling operations. This lower zone is laterally extensive but was of low pressure and therefore of limited reservoir potential. Morgan confirmed the excellent reservoir quality and superior permeability of the Gays River as was previously indicated by Barneys Brook No. 1. The Gays River Formation was heavily invaded with barite (drilling fluid) from the previously drilled Barney's Brook well located 25 metres distant. Due to Forent's subsequent focus on oil exploration, the well was shut in for pressure build-up and a potential acid stimulation program was deferred to a later date. Consideration is being given to abandoning this well in anticipation that pursuing Gays River gas may be better served by drilling another well rather than attempting to break through the barite invasion in this wellbore.

On August 26, 2007, Forent spud well Forent William, rig released on September 15, 2007, reaching a total depth of 390 metres. The zone of interest was the Stewiacke Salt. William confirmed the Stewiacke Formation, previously encountered at Morgan, as a dolomitic bed evidenced as a series of small, unconnected gas reservoirs. The well was cleaned out and blew gas which soon depleted. The dolomite stringers were compartmentalized, non-communicating and limited in size. William is not economic and is likely to be abandoned.

To earn 100% of the balance of the lands in the Alton Block, Forent is in the process of drilling the final earning well within the shale gas fairway of the Alton Block. This well is intended to be cored from surface to total depth in an effort to study the characteristics of the shales in this region.

The commitment made by Forent on the Beech Hill Block was to expend a minimum of $2,070,000 over a three year period, beginning May 1, 2008, in a Work Program consisting of initiation and interpretation of geological, geophysical, geomagnetic and geochemical data and culminating in an exploration and well testing program within the boundaries of the Block.

Reserve Report

CG Engineering Ltd. prepared an evaluation of the proved and probable crude oil, natural gas and natural gas liquids reserves and the net present value of those reserves for the petroleum and natural gas interests of Forent as of December 31, 2007. The reserve estimates and future net revenue forecasts were prepared and presented in accordance with the Association of Professional Engineers, Geologists and Geophysicists of Alberta ("APEGGA") - Practice Standards for Evaluations of Oil and Gas Reserves for Public Disclosure; the APEGGA Code of Ethics; the Canadian standards set out in the Canadian Oil and Gas Evaluations Handbook ("COGEH") and National Instrument 51-101 ("NI 51-101"). CG Engineering Ltd. is a qualified reserves evaluator in accordance with NI 51-101. The properties evaluated include essentially all of Forent's conventional petroleum and natural gas interests in Western Canada.

The future net revenues and net present values presented below were calculated using forecast prices and costs based on the crude oil, natural gas and natural gas liquids prices as published in Sproule Associates March 2008 price deck with inflation of both operating and capital costs and are presented in Canadian dollars. Unless otherwise stated, all units are listed in Standard Imperial Units.

Forent's share of proved remaining and probable additional crude oil, natural gas and natural gas liquids reserves as of December 31, 2007 and the respective net present values assigned to these reserves based on forecast prices and costs were estimated to be as follows.


Proved Non Proved Total Probable Proved +
Producing Producing Undeveloped Proved Additional Probable
Light/Medium Oil
Gross 8.7 8.7 5.9 14.6
Net 6.9 6.9 4.7 11.7
Natural Gas
Gross 1044.7 789.7 2,498.7 4,333.1 6,590.8 10,923.8
Net 876.3 563.5 2,243.7 3,683.5 5,577.9 9,261.4
Natural Gas
Gross 3.8 3.8 3.1 6.9
Net 2.6 2.6 2.1 4.7

$1000 (1) (2)

Net Present Value Discounted At (1) (2)
Before Income
Taxes 0% 5% 8% 10% 15% 20%
Producing 4,261.2 3,332.5 2,937.6 2,729.3 2,325.1 2,032.8
Non-Producing 2,458.1 2,096.3 1,923.4 1,822.4 1,609.2 1,439.3
Undeveloped 6,383.0 4,145.7 3,242.6 2,762.5 1,857.6 1,234.5
Total Proved 13,102.3 9,564.6 8,103.6 7,314.1 5,791.9 4,706.6

Additional 31,379.1 15,856.9 11,861.3 10,089.6 7,251.8 5,584.9
Total Proved +
Probable 44,481.3 25,421.4 19,964.9 17,403.7 13,043.7 10,291.5

(1) Based on forecast prices and costs.
(2) The net present values may not necessarily represent the fair market
value of the reserves.
(3) 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.

The following is a summary of financial information of Forent for the
periods indicated.

As at and for As at and As at and
the 11 months for the year for the year
ended December ended January ended January
31, 2007 31, 2007 31, 2006
(audited) (audited) (audited)
---------------- -------------- --------------
Total revenues $ 494,384 $ 323,932 $2 15,885
Total expenses $ 1,051,232 $ 262,242 $ 171,784
Net Income (Loss) $ (528,756) $ 48,389 $ 29,310
Per share (basic) $ (0.03) $ 0.003 $ 0.002
Per share (diluted) $ (0.03) $ 0.003 $ 0.002
Total assets $ 7,816,670 $ 2,175,377 $ 2,425,431
Total long term liabilities $ 730,351 $ 152,011 $ 111,053
Working capital $ 1,916,947 $ (422,795) $ (72,051)
Cash dividends declared Nil Nil Nil

Forent currently has 23,337,400 Forent Shares issued and outstanding, and no stock options, warrants, anti dilution or other rights to purchase Forent Shares, other than (i) common share purchase warrants to purchase up to 872,420 Forent Shares at prices ranging from $1.00 to $1.10 per share; (ii) performance warrants to purchase up to 3,730,000 Forent Shares at a prices ranging from $1.75 to $2.25 per share; and (iii) and stock options to purchase up to 1,880,000 Forent Shares at a price of $1.00 per share. Dennis Forgeron, a director and officer of Forent, holds a controlling interest in Forent by virtue of owning and/or controlling an aggregate of 15,015,000 Forent Shares or approximately 64.34% of the issued and outstanding Forent Shares. The remaining issued and outstanding Forent Shares are owned by 22 shareholders, none of whom own or control more than 10% of the issued and outstanding Forent Shares other than UTA Asset Management Corp. (on behalf of a number of independent funds it provides portfolio management services to).


Seriatim has requested that the TSXV exempt the requirement for a Sponsorship Report in connection with the Qualifying Transaction. There are no guarantees that the TSXV will accept Seriatim's request to exempt the Sponsorship Report requirement, in which case Seriatim will engage a Sponsor to prepare such a report.

Previously Advanced Funds

As previously disclosed in Seriatim's press release dated August 11, 2008, Seriatim continues to pursue the return of the $225,000 refundable advance provided to Mountain Power Inc. ("MPI") under the terms of the letter of intent previously entered into with MPI (which letter of intent has since been terminated). Seriatim has filed a statement of claim against MPI and two of its senior officers in order to recover the advance, interest, and related costs however, the timing and ultimate collection of such funds and costs remains uncertain.

Resumption of Trading and Further News

Trading of the Seriatim Shares will not resume until the TSXV has accepted Seriatim's request to exempt the Sponsorship Report requirement or Seriatim has engaged a Sponsor to prepare such a report. Seriatim will issue a further new release as soon as further details are available regarding the resumption of trading and the Private Placement.

As indicated above, completion of the transactions is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements such as the estimates of reserves, the references to Forent's exploration program and drilling program and capital expenditures relating to, and timing of, such programs are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. There are uncertainties inherent in forward-looking information, including factors beyond Forent's and Seriatim's control, and no assurance can be given that the programs will be completed on time, on budget or at all. In addition, there are numerous uncertainties inherent in estimating reserves, including many factors beyond Forent's and Seriatim's control, and no assurance can be given that the indicated level of reserves or the recovery thereof will be realized. In general, estimates of reserves are based upon a number of factors and assumptions made as of the date on which the estimates were determined, such as geological and engineering estimates which have inherent uncertainties. The reserves estimates for the properties described in this news release may not reflect the same confidence level as estimates of reserves for all of Forent's properties, due to the effects of aggregation. Further, estimates of net present value do not represent fair market value. Seriatim undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in Seriatim's filings with Canadian securities regulators, which filings are available at

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

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