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CVU.B Seaview Energy Inc. Class B

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Share Name Share Symbol Market Type
Seaview Energy Inc. Class B TSXV:CVU.B TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

CORRECTION FROM SOURCE: Seaview Energy Inc. Announces Private Company Acquisition Focused in Peace River Arch and Upward Revisio

19/06/2008 7:49pm

Marketwired Canada


A correction from source is issued with respect to the release issued June 19,
2008 at 09:30 ET to correct an inadvertent error in the deemed share price and
the resulting total consideration in respect of the Transaction as disclosed
therein. The correct and complete release follows:


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Seaview Energy Inc. (TSX VENTURE:CVU.A) (TSX VENTURE:CVU.B) ("Seaview" or the
"Company") is pleased to announce that it has entered into a letter agreement
with a private Alberta company based in Calgary, Alberta ("Privateco"), to
effect a business combination (the "Transaction") whereby Seaview will acquire
all of the outstanding securities of Privateco.


The assets of Privateco (the "Assets") are focused within Seaview's Peace River
Arch core area with current production estimated at 525 Boe/d (80% natural gas
weighted). The Transaction consolidates Seaview's core position in the Peace
River Arch with the acquired properties in Valhalla, Progress and Pouce Coupe,
and significantly expands Seaview's production, reserves, land and drilling
inventory.


Consideration for the Transaction will comprise of the following:

(i) the security holders of Privateco shall receive in aggregate 5,944,425 Class
A Shares ("Seaview Shares"); and


(ii) the security holders of Privateco shall receive in aggregate $7,076,696 in
cash; and 


(iii) Under the terms of the Transaction, Seaview will assume Privateco's
estimated net debt of $11.5 MM.


Total consideration of the Transaction is approximately $39 MM based on Seaview
Class A shares valued at a deemed price of $3.45 per share.


The Transaction is highly accretive to Seaview on a production, reserves and
cash flow per share basis.


The Transaction is expected to close on or about July 24, 2008 and will be
conditional upon: (i) the execution of a definitive agreement in respect of the
Transaction by no later than July 2, 2008; (ii) minimum of 90% of the Privateco
security holders tendering to the offer; and (iii) customary regulatory
approvals and other typical conditions for this type of transaction. 


The parties intend to carry out the Transaction by way of an exempt take-over
bid. The Transaction will provide Privateco shareholders continued participation
in the upside of Privateco's asset base through their significant equity stake
in Seaview. 


Strategic Rationale

Seaview's business plan is based upon delivering growth in reserves, production
and cash flow per share with a balanced strategy of acquiring, exploiting and
exploring for high quality light oil and natural gas assets in Western Canada.


The Transaction consolidates Seaview's core position in the Peace River Arch
further expanding the Company's production, reserves and drilling inventory. The
assets to be acquired from Privateco pursuant to the Transaction offer operating
synergies with Seaview's existing core areas and are consistent with
management's exploration skill set.


Pursuant to the Transaction, Seaview will acquire approximately 525 Boe/d
consisting of 2,550 mcf/d of natural gas, and 100 Bbl/d of crude oil and natural
gas liquids. Total Proven Reserves of 875 MBoe and Total Proven plus Probable
reserves of 1,392 MBoe have been assigned to Privateco, with an effective date
of March 31, 2008, by GLJ Petroleum Consultants in a NI 51-101 compliant report.


In addition to the estimated Proven and Probable reserves, Seaview management
has identified an additional 13 drilling locations providing future growth
opportunities. Privateco's land position consists of 37,596 gross acres (19,633
net) including 19,840 gross acres (11,147 net) of undeveloped land.




Acquisition Metrics

----------------------------------------------------------------------------
                                          Including Land     Excluding Land,
                                            and Facility        Seismic and
                                                 Value(1)  Facility Value(1)
----------------------------------------------------------------------------
Estimated Purchase Price(1)                    $ 39.0 MM           $35.0 MM
----------------------------------------------------------------------------
Cost per flowing Boe                             $76,838            $69,219
----------------------------------------------------------------------------
Reserves cost per Total Proven Boe (2)            $46.10             $41.53
----------------------------------------------------------------------------
Reserves cost per Total Proven plus
 Probable Boe (3)                                 $30.09             $27.22
----------------------------------------------------------------------------

Notes:
(1) Land value estimated at $250/acre and seismic at cost for total of $4
    MM.
(2) Based on GLJ Petroleum Consultants and includes future development
    capital of $1.34 MM.
(3) Based on GLJ Petroleum Consultants report and includes future
    development capital of $2.89 MM.



The combined Assets consolidate Seaview's interests in Balsam, Progress,
Valhalla and Pouce Coupe fields, while adding Sinclair and Manir properties to
the Company's growing Peace River Arch core focus area. Pursuant to the
Transaction, the Company's net land position on the Doig-Montney exploration
play in Pouce Coupe increases to 3.9 net sections, further expanding Seaview's
exposure to this developing play.


Financial and Operational Benefits of the Acquisition

Seaview expects to achieve a number of key financial and operational benefits
from the Transaction, including:


- The Transaction is highly accretive to Seaview's net asset value, reserves,
production and cash flow per share.


- Forecast annualized pro-forma cash flow for Seaview is now expected to
increase to $25.7 million ($0.58 per share), assuming 2008 average AECO gas
prices of $10.25/GJ, and US$118/bbl pricing. Pricing assumptions used in this
forecast are 8% below the current strip pricing for natural gas and 12% below
current strip pricing for crude oil.


- The Company will emerge from the Transaction as a significantly stronger
entity, with improved liquidity in the market and a significantly larger market
capitalization.


- Significantly increases Seaview's land position in the Peace River Arch to
116,916 gross acres (48,143 net acres) including 24,008 net acres of undeveloped
lands.


- Seaview has identified 13 gross drilling locations on Privateco's lands,
further adding to Seaview's existing inventory of drilling prospects.


- Privateco's exploration and development opportunities will complement and
diversify Seaview's existing inventory of drilling prospects, establishing a
balanced portfolio of investment projects to provide a solid inventory for
future growth.


The strategic merits of the Transaction are significant for Seaview
shareholders. The larger, more diversified cash flow base will permit Seaview to
embark upon a more aggressive exploration and development program in its Peace
River Arch focus area as well as pursue the upside potential on the assets to be
acquired pursuant to the Transaction.


With an expanded inventory of both exploration and development locations,
Seaview is well positioned for additional growth potential through a risk
balanced capital program.


Outlook; Upward Revision to 2008 Guidance

During its first nine months of operations, Seaview's management has
aggressively positioned the Company for solid future growth through the
successful execution of a balanced business strategy of acquiring, exploiting
and exploring for high quality natural gas and light oil assets in Western
Canada.


With the execution of the proposed Transaction, Seaview's recently announced
acquisition of long life, light oil assets in Southeast Saskatchewan, and
successful winter drilling results, management continues to rapidly grow the
Company's reserves, production and cash flow per share. Upon successful closing
of the Transaction, and the Southeast Saskatchewan acquisition, Seaview will
have the following pro-forma characteristics:


- Upward revision to the Company's forecast 2008 average daily production
estimate to more than 1,000 boe/d, and 2008 production exit rate target to more
than 1,550 boe/d. 


- Forecast annualized pro-forma cash flow for Seaview is now expected to
increase to $25.7 million ($0.58 per share), assuming 2008 average AECO gas
prices of $10.25/GJ, and US$118/bbl pricing. Pricing assumptions used in this
forecast are 8% below the current strip pricing for natural gas and 12% below
current strip pricing for crude oil.


- Post closing of the Acquisition Seaview's net debt is estimated at $27.5 million.

- Seaview's bank line is anticipated to increase to more than $33 million after
giving consideration to the Transaction, subject to lenders final approval. 


- Debt to annualized cash flow ratio of 1.1 times based on pro-forma annualized
2008 cash flow.


- Expanded drilling inventory of more than 60 opportunities, offering a
diversified portfolio of exploration, development and lower-risk optimization
projects in both the Peace River Arch and South East Saskatchewan core areas.


- Post closing of the previously announced Southeast Saskatchewan acquisition,
and after giving effect to the Class A shares to be issued pursuant to the
Transaction, Seaview will have 44.16 million Class A shares outstanding and
1.054 million Class B shares outstanding.


Consequently, as a result of the Company's continued successful execution of
managements balanced business strategy of acquiring, exploiting and exploring
for high quality natural gas and light oil, Seaview is now revising upward its
2008 average daily production estimate to more than 1,000 Boe/d, and the
Company's 2008 production exit rate to more than 1,550 Boe/d.


Seaview is a Calgary, Alberta based company engaged in the exploration,
development and production of conventional crude oil and natural gas reserves in
Canada. Seaview's strategy is to build shareholder value through a balance of
exploration and development drilling complemented by a focused acquisition
program.


Barrels of oil equivalent (boe) may be misleading, particularly if used in
isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural
gas to one barrel (bbl) of oil is based on an energy conversion method primarily
applicable at the burner tip and is not intended to represent a value
equivalency at the wellhead. All boe conversions in this press release are
derived by converting natural gas to oil in the ratio of six thousand cubic feet
of natural gas to one barrel of oil. Certain financial amounts are presented on
a per boe basis, such measurements may not be consistent with those used by
other companies.


This press release may contain forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements may include estimates,
plans, anticipations, expectations, opinions, forecasts, projections, guidance
or other similar statements that are not statements of fact. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. These statements are subject to certain risks and
uncertainties and may be based on assumptions that could cause actual results to
differ materially from those anticipated or implied in the forward-looking
statements. These risks include, but are not limited to: the risks associated
with the oil and gas industry (e.g. operational risks in development,
exploration and production; delays or changes in plans with respect to
exploration or development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections relating to
production, costs and expenses and health, safety and environmental risks),
commodity price and exchange rate fluctuation and uncertainties resulting from
potential delays or changes in plans with respect to exploration or development
projects or capital expenditures. The Company's forward-looking statements are
expressly qualified in their entirety by this cautionary statement. The
forward-looking statements contained in this press release are made as of the
date hereof and the Company undertakes no obligations to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.


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