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