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Why Invest in Seaview

Seaview announced a strategic four company merger on November 21, 2011 with Charger Energy Corp, Silverback Energy Ltd and Sirius Energy Inc.. See the press release here

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.

On November 21, 2011, 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."

On November 21, 2011, 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."

Strategic Rationale for the Merger

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 of the Resulting Entity

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 for the Resulting Entity

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.