Sundance Energy Corporation Announces Business Combination with Ceno Energy Limited

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES 

Sundance Energy Corporation ("Sundance" or the "Corporation") (TSX VENTURE:SNY)
is pleased to announce that it has entered into an amalgamation agreement
effective May 12, 2014 (the "Amalgamation Agreement") with Ceno Energy Limited
("Ceno") for a business combination between Sundance and Ceno (the
"Amalgamation"). The Amalgamation is expected to constitute a Reverse Take-Over
(as such term is defined in the policies of the TSX Venture Exchange (the
"TSXV")) of Sundance.


The Amalgamation

Pursuant to the terms of the Amalgamation Agreement, Sundance and Ceno will
amalgamate under the Business Corporations Act (Alberta) (the "ABCA") and
continue as a new company, "Ceno Energy Ltd." (the "Resulting Issuer"). Each
common share of Sundance ("Sundance Share") that is outstanding immediately
prior to the Amalgamation shall be cancelled, and former holders of Sundance
Shares shall receive one (1) fully paid and non-assessable Resulting Issuer
common share (a "Resulting Issuer Share") for each 7.7988 Sundance Shares held
immediately prior to the Amalgamation. Each common share of Ceno ("Ceno Share")
outstanding immediately prior to the Amalgamation shall be cancelled, and former
holders of Ceno Shares shall receive one (1) fully paid and non-assessable
Resulting Issuer Share for each 3.4154 Ceno Shares held immediately prior to the
Amalgamation. Upon completion of the Amalgamation, former holders of Sundance
Shares will hold, in the aggregate, 2,000,000 Resulting Issuer Shares,
representing 4% of the outstanding Resulting Issuer Shares, and former holders
of Ceno Shares will hold 25,000,000 Resulting Issuer Shares, representing 50% of
the outstanding Resulting Issuer Shares. Former holders of Sundance convertible
debentures and the holder of Resulting Issuer Shares that are expected to be
issued pursuant to the Financing (as discussed further below) will hold, in
aggregate, 23,000,000 Resulting Issuer Shares, representing 46% of the Resulting
Issuer Shares.


Upon completion, Sundance expects that the Amalgamation will result in the
listing of the Resulting Issuer as a Tier 1 Oil and Gas Issuer on the TSXV. The
Amalgamation is not a Non-Arm's-Length transaction (as defined by the policies
of the TSXV).


The Amalgamation must be approved by a special majority (66 2/3%) of the votes
cast at the Sundance shareholder meeting (the "Sundance Meeting") to be held to
consider, among other things, the Amalgamation, and the Ceno shareholder meeting
(the "Ceno Meeting") to be held to consider the Amalgamation. It is expected
that the Sundance Meeting and the Ceno Meeting will be held on June 13, 2014 and
a joint management information circular (the "Circular") will be provided to
holders of Sundance Shares and of Ceno Shares in due course. 


Reasons and Benefits of the Amalgamation

The directors and senior management of Sundance and Ceno believe that the
Amalgamation is in the best interests of their respective shareholders and that
the Amalgamation provides a number of benefits for their shareholders including,
but not limited to, the following: the Resulting Issuer will have greater
financial resources and greater access to capital to develop its properties and
assets; the Resulting Issuer will possess increased capitalization and
liquidity, through greater size and diversity, more exposure to potential
investment opportunities and enhanced share trading liquidity; and the Resulting
Issuer will have producing assets, will generate revenues and will have a large
portfolio of drilling locations.


Board Recommendations 

Each of the boards of directors of Sundance and Ceno has determined that the
Amalgamation is in the best interest of its shareholders and each of the board
of directors of Sundance and Ceno unanimously recommends that holders of
Sundance Shares and holders of Ceno Shares vote in favour of the Amalgamation.


About Ceno Energy Limited

Ceno is a private, Calgary-based oil and gas company incorporated under the ABCA
and has assets in the provinces of Alberta and Saskatchewan, principally in the
Baxter Lake, Kidney, Sturgeon Lake, and Panny areas of Alberta, and in the Gull
Lake and Standard Hill areas of Saskatchewan. 


Ceno Reserves Information

The following is a summary of the oil and natural gas reserves and value of
future net revenue of Ceno based on a National Instrument 51-101 ("NI 51-101")
report prepared by GLJ Petroleum Consultants Ltd., independent reserves
engineers, as at December 31, 2013 and dated April 2, 2014 (the "Ceno GLJ
Report"). Details information with respect to Ceno's reserves are included in
the Circular to be provided to holders of Sundance Shares and holders of Ceno
Shares. 




                       SUMMARY OF OIL AND GAS RESERVES                      
                     BASED ON FORECAST PRICES AND COSTS                     
                           AS AT DECEMBER 31, 2013                          
                                                                            
                                        Ceno Reserves(1)                    
                    --------------------------------------------------------
                         Light and         Heavy       Natural   Natural Gas
                        Medium Oil           Oil        Gas(9)       Liquids
                    --------------------------------------------------------
                      Gross    Net  Gross    Net  Gross    Net  Gross    Net
Reserves Category      MSTB   MSTB   MSTB   MSTB  MMscf  MMscf   MBbl   MBbl
----------------------------------------------------------------------------
PROVED                                                                      
  Developed                                                                 
   Producing(2)(6)       52     45     27     27      0      0      0      0
  Developed Non-                                                            
   Producing(2)(7)        0      0      0      0      0      0      0      0
  Undeveloped(2)(8)       0      0     70     65      0      0      0      0
                    --------------------------------------------------------
TOTAL PROVED(2)          52     45     97     91      0      0      0      0
TOTAL PROBABLE(3)       457    356    317    266      0      0      0      0
                    --------------------------------------------------------
TOTAL PROVED +                                                              
 PROBABLE(2)(3)         509    401    413    358      0      0      0      0
                    --------------------------------------------------------
                    --------------------------------------------------------
                                                                            
                       SUMMARY OF NET PRESENT VALUES                        
                     BASED ON FORECAST PRICES AND COSTS                     
                           AS AT DECEMBER 31, 2013                          
                                                                            
                                                                            
                               ---------------------------------------------
                                             Before Income Tax              
                                               Discounted at                
                                   0%/yr   5%/yr.  10%/yr.  15%/yr.  20%/yr.
Reserves Category                     $M       $M       $M       $M       $M
                               ---------------------------------------------
                                                                            
PROVED                                                                      
Developed Producing(2)(6)          2,129    1,931    1,763    1,619    1,494
                                                                            
Developed Non-Producing(2)(7)          0        0        0        0        0
Undeveloped(2)(8)                  1,990    1,568    1,248    1,001      807
                               ---------------------------------------------
TOTAL PROVED(2)                    4,119    3,500    3,011    2,620    2,301
TOTAL PROBABLE(3)                 25,007   19,948   16,239   13,443   11,288
                               ---------------------------------------------
TOTAL PROVED + PROBABLE(2)(3)     29,126   23,447   19,250   16,063   13,589
                               ---------------------------------------------
                               ---------------------------------------------



Notes:



1.  "Gross Reserves" are Ceno's working interest (operating or non-
    operating) share before deducting of royalties and without including any
    royalty interests of Ceno. "Net Reserves" are Ceno's working interest
    (operating or non-operating) share after deduction of royalty
    obligations, plus Ceno's royalty interests in reserves. 
2.  "Proved" reserves are those reserves that can be estimated with a high
    degree of certainty to be recoverable. It is likely that the actual
    remaining quantities recovered will exceed the estimated proved
    reserves. 
3.  "Probable" reserves are those additional reserves that are less certain
    to be recovered than proved reserves. It is equally likely that the
    actual remaining quantities recovered will be greater or less than the
    sum of the estimated proved plus probable reserves. 
4.  "Possible" reserves are those additional reserves that are less certain
    to be recovered than probable reserves. It is unlikely that the actual
    remaining quantities recovered will exceed the sum of the estimated
    proved plus probable plus possible reserves. 
5.  "Developed" reserves are those reserves that are expected to be
    recovered from existing wells and installed facilities or, if facilities
    have not been installed, that would involve a low expenditure (e.g. when
    compared to the cost of drilling a well) to put the reserves on
    production. 
6.  "Developed Producing" reserves are those reserves that are expected to
    be recovered from completion intervals open at the time of the estimate.
    These reserves may be currently producing or, if shut-in, they must have
    previously been on production, and the date of resumption of production
    must be known with reasonable certainty. 
7.  "Developed Non-Producing" reserves are those reserves that either have
    not been on production, or have previously been on production, but are
    shut in, and the date of resumption of production is unknown. 
8.  "Undeveloped" reserves are those reserves expected to be recovered from
    known accumulations where a significant expenditure (for example, when
    compared to the cost of drilling a well) is required to render them
    capable of production. They must fully meet the requirements of the
    reserves classification (proved, probable, possible) to which they are
    assigned. 
9.  Includes associated, non-associated and solution gas where applicable. 
10. Readers are advised that any estimates of future net revenue or any
    estimates on net present value do not represent fair market value. 



Price Forecasts

Price forecasts used in the estimates are GLJ Petroleum Consultants Crude Oil
and Natural Gas Liquids Price Forecast schedule effective January 1, 2014.
Forecast price assumptions assume the continuance of current laws and
regulations and take into account inflation with respect to future operating and
capital costs. Field prices were adjusted from benchmark prices on a field by
field basis along with a +2% inflation rate for later years.


Ceno Financial Information

The following table sets out, in summary form, selected audited financial
information for Ceno as at and for the financial years ended December 31, 2013,
2012 and 2011 with respect to total expenses and amounts deferred in connection
with the Amalgamation. The financial statements were audited by Crowe MacKay
LLP. More detailed financial information for Ceno will be available in the
Circular. 




----------------------------------------------------------------------------
                              As at and for   As at and for   As at and for 
                             the Year Ended  the Year Ended  the Year Ended 
                               December 31,    December 31,    December 31, 
                                       2013            2012            2011 
Category                          (Audited)       (Audited)       (Audited) 
----------------------------------------------------------------------------
Net sales or total revenues  $    1,312,236  $    2,907,649  $    2,394,648 
----------------------------------------------------------------------------
Income from continuing                                                      
 operations                  $      351,623  $    1,362,916  $    1,037,838 
----------------------------------------------------------------------------
Net income or loss, in total $   (2,147,913) $     (408,078) $   (1,799,622)
----------------------------------------------------------------------------
Total assets                 $   11,931,375  $   13,925,612  $   13,885,167 
----------------------------------------------------------------------------
Total long term financial                                                   
 liabilities                 $     (472,820) $      390,469  $      291,670 
----------------------------------------------------------------------------
Cash dividends declared                 Nil             Nil             Nil 
----------------------------------------------------------------------------



Business Objectives and Planned Work Program

The business objectives of the Resulting Issuer include the development of its
existing properties, acquiring additional land, and acquiring additional
interests in oil and gas exploration and development prospects in Alberta and
Saskatchewan. The Resulting Issuer will initially focus its exploration and
operating efforts in Alberta and Saskatchewan. The goal of the Resulting Issuer
is to create sustainable and profitable growth in production and cash flow. The
proposed drilling program for the balance of 2014 will consist of drilling and
completing eight (8) net wells. During the months of July and August, three (3)
gross and two (2) net wells will be operated, drilled and completed in the Gull
Lake Area located in S.W. Saskatchewan. Each well is targeting medium and light
oil production from the Upper Shaunavon and Roseray formations. Ceno will have a
75% interest in those wells. Each well is estimated to cost $667,000 to drill.
The net cost to the company will be approximately $1,500,000. During the months
of September through November, four (4) net wells are proposed to be operated,
drilled and completed in the Pennant Area located in south-western Saskatchewan.
Each well is targeting medium gravity oil from the Upper Shaunavon formation.
Ceno will have a 100% interest in those wells. Each well is estimated to cost
$750,000 to drill. The net cost to the company is estimated to be $ 3,000,000.
Due to winter drilling limitations, the company plans to operate, drill and
complete two (2) wells in the months of November and December - one (1) well
each in the Panny Area and in the Kidney Area located in northern eastern
Alberta. Each well is targeting light gravity oil production from the Keg River
formation. Ceno will have a 100% interest in those wells. Each well is estimated
to cost $2,000,000 for a total net cost of $4,000,000. Total net expenditures
for drilling and completion activities between July 2014 and December 31, 2014
are therefore expected to be $8,500,000. For 2015, the Resulting Issuer plans to
continue with its drilling program with the addition of eight (8) new wells -
six (6) in southwest Saskatchewan and two (2) in northern Alberta, with an exit
production rate of approximately 1,100 Bbl/d and estimated revenue to
approximately $23,000,000. Depending on the success of those program, the
Resulting Issuer also plans to drill ten (10) additional wells in 2016.


Additionally, the Resulting Issuer will continue to be active in attempting to
secure additional interests within its focus areas and elsewhere through
acquisitions, farm-in agreements and other industry participation agreements.
The proposed management of the Resulting Issuer is experienced in oil and gas
exploration and development activity applicable to the Resulting Issuer's areas
of focus. Investment decisions will largely be opportunity driven. Emphasis will
be placed on exploration targets near established infrastructure that have the
potential to be placed on production soon after drilling success.


Financing

One of the current holders of Sundance convertible debentures in the principal
amount of $250,000 and a proposed director of the Resulting Issuer, has entered
into an irrevocable subscription agreement to subscribe for 21,717,758 Resulting
Issuer Shares at a price of $0.46 per Resulting Issuer Share for aggregate gross
proceeds of $10,000,000 (the "Financing"). It is expected a cash finder's fee of
$500,000 will be paid to an arm's-length finder in connection with the
Financing. The net proceeds from the Financing will be used to fund the capital
program of the Resulting Issuer.


Board of Directors and Management of Resulting Issuer

Upon completion of the proposed Amalgamation, the directors and senior officers
of the Resulting Issuer are anticipated to be as set forth below:


Zhouliang (Nick) Zhang, Chief Executive Officer and Director

Dr. Zhang is the current President and CEO of Ceno. Dr. Zhang is a professional
geologist with 21 years of experience in oil and gas exploration and
development. After graduating with a Bachelor of Science in Geology in Northwest
University, China, Dr. Zhang obtained his Ph.D. in geology from the University
of Muenster in Germany. From 1997 to 2008, Dr. Zhang held various positions with
Shell Exploration (China) Limited and Shell Canada, including external affairs
manager, senior geologist, project manager and staff geologist, and was involved
in exploration and development projects in various areas of Canada. From 2009 to
2011, Dr. Zhang was senior staff geologist with BP Canada and Apache Canada. Dr.
Zhang became President and Chief Executive Officer of Ceno in 2011.


Jeffrey Standen, President, Corporate Secretary and Director

Mr. Standen, the current President and Chief Executive Officer of Sundance, is a
graduate of the University of Alberta, is a Petroleum Landman with over 37 years
of industry experience both in Canada and internationally. He has over 30 years
of experience with start-up and junior oil and gas companies and has extensive
experience working with First Nations in the oil and gas and potash industries
since 2003.


Bob Gillies, Chief Financial Officer

Mr. Gillies is a Chartered Accountant and an independent financial consultant.
Mr. Gillies is currently the Chief Financial Officer of Sundance and Golconda
Resources Ltd. (TSXV). Mr. Gilles was previously the partner of Gladstone
Gillies, CA's and was the Chief Financial Officer of Cordy Oilfield Services
Inc. (TSXV), and West Mountain Capital Corp. (TSXV).


Fang Chen, Director

Ms. Chen is a registered lawyer and certified economist in China. Ms. Chen has a
Bachelor of Economics from Zhongshan University and a Master of Financial
Management from Zhongnan Finance and Economics University. Ms. Chen has been
involved with a number of public companies, including being the Chief Financial
Officer of SGAS and China Hydroelectric Corporation, a company listed on the New
York Stock Exchange. Ms. Chen has been a director of Ceno since 2007 and is
currently the managing director of Greenstone Investment Ltd.


Feng Jin, Director

Mr. Jin holds a bachelor of science from Nanjing University and a master of
business administration from the Rotterdam School of Management. Mr. Jin's
experience includes 7 years as Director, Information Systems at Shanghai
Dingsoon Information & Technology Co., Ltd. and more recently as Financial
Security Advisor at Freedom 55 Financial and Investment Representative at
Quadrus Investment Services Ltd.


Hai Zhou, Director

Mr. Hai Zhou holds a diploma from the Party College of Gansu Province in Gansu,
China. In the previous 10 years Mr. Zhou has been employed as President of Inner
Mongolia Qiyuan Pharmaceutical Limited Co. and of Dukou Hailan District Wuhai
City Inner Mongoli Opencast Coal Mine.


Alexander Interest Transfer and Material Conditions Precedent 

As a condition to the completion of the Amalgamation, Sundance will assign its
interests in leases and permits pertaining to Sundance's interest in its
Alexander property to a company controlled, indirectly, by Jeffrey Standen and
Douglas Carter in exchange for: (i) the discharge of all current and future
obligations on those lands, including, but not limited to, all abandonment and
reclamation liabilities to a maximum of $75,000; (ii) the assumption of debt in
the amount of $50,000 owed by Sundance to Amethyst Petroleum Ltd.; and (iii) the
assumption of debt in the amount of $132,302.40 owed by Sundance to Kinghorn
Resources Ltd. (the "Alexander Interest Transfer"). The Sundance board of
directors retained the services of Evans & Evans, Inc., an independent
investment banking firm, to provide a fairness opinion on the Alexander Interest
Transfer. Evans & Evans Inc. concluded that, as of the date of its opinion, the
terms of the Alexander Interest Transfer are fair, from a financial point of
view, to the holders of Sundance Shares.


Since Mr. Standen and Mr. Douglas Carter are current directors and officers of
Sundance, the Alexander Interest Transfer is considered a Related Party
Transaction (as such term is defined under Multilateral Instrument 61-101) and
Sundance will be seeking approval from Sundance shareholders at the Sundance
Meeting. In order for the resolution approving the Alexander Interest Transfer
to be passed, it must be approved by a simple majority of votes cast at the
Sundance Meeting, excluding the votes attached to any Sundance Shares held by
Mr. Standen and Mr. Carter and their respective associates and affiliates.


The Amalgamation Agreement also contains other conditions precedent, including
but not limited to, completion of the Financing and deposit of the net proceeds
from the Financing into an escrow account maintained by a designated escrow
agent, shareholder approval, approval from the TSXV, obtaining all necessary
third party consents and authorizations, holders of no greater than 5% of the
outstanding Sundance Shares or Ceno Shares having exercised their dissent rights
(as granted under the ABCA), and other conditions customary in a transaction of
this nature.


Sponsorship

Sponsorship of the Amalgamation is required pursuant to TSXV Policy 2.2. The
Corporation intends to apply for an exemption to sponsorship. There is no
guarantee that an exemption will be granted by the TSXV.


Trading Halt

Trading in Sundance Shares on the TSXV is halted and will remain so until the
documentation required by the TSXV has been reviewed and accepted by the TSXV.


Subject to satisfaction or waiver of the conditions precedent referred to herein
and in the definitive agreement to be entered into by the parties, the
Corporation anticipates the proposed Amalgamation will be completed on or before
June 15, 2014. 


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


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Amalgamation,
any information released or received with respect to the Amalgamation may not be
accurate or complete and should not be relied upon. 


The TSXV has in no way passed upon the merits of the proposed Amalgamation and
has neither approved nor disapproved the contents of this press release.


All information contained in this press release with respect to Sundance and
Ceno was supplied by Sundance and Ceno, respectively, for inclusion herein.
Sundance and its directors and officers have relied exclusively on Ceno for any
information concerning Ceno.


ADVISORY: This press release may contain "forward-looking information" within
the meaning of applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein may be forward-looking
information. Generally, forward-looking information may be identified by the use
of forward-looking terminology such as "plans", " expects" or "does not expect",
"proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases, or by the use of words or phrases which state that
certain actions, events or results may, could, would, or might occur or be
achieved. This forward-looking information in respect of the Corporation
reflects the Corporation's current beliefs and is based on information currently
available to the Corporation and on assumptions the Corporation believes are
reasonable. These assumptions include, but are not limited to, management's
assumptions about the TSXV approval for the Amalgamation, closing of the
Financing and closing of the Amalgamation announced above. Forward-looking
information is subject to known and unknown risks, uncertainties and other
factors that may cause the actual results, level of activity, performance or
achievements of the Corporation to be materially different from those expressed
or implied by such forward-looking information. Such risks and other factors may
include, but are not limited to: general business, economic, competitive,
political and social uncertainties; commodity prices; delay or failure to
receive board or regulatory approvals; changes in legislation, including
environmental legislation, affecting the Corporation; timing and availability of
external financing on acceptable terms. Although the Corporation has attempted
to identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may be
other factors that cause results not to be as anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking information. Readers are cautioned that the foregoing list of
factors is not exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will occur. Such
information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially
from those anticipated. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.


The forward-looking statements contained in this press release represent the
expectations of the Corporation as of the date of this press release and,
accordingly, are subject to change after such date. However, the Corporation
expressly disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as expressly required by applicable securities law.


Reader Advisory Regarding Disclosure of Resources

Unless otherwise indicated, all estimates of resources in this press release
have been prepared or evaluated in accordance with the COGE Handbook.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.


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


FOR FURTHER INFORMATION PLEASE CONTACT: 
Sundance Energy Corporation
Jeffrey Standen
President and Chief Executive Officer
[phone]