Charger Energy Corp. (TSXV: CHX) completed a business combination involving Charger, Seaview Energy Inc., Silverback Energy Ltd. and Sirius Energy Inc. pursuant to a plan of arrangement under the Business Corporations Act (Alberta).
As part of the arrangement, the Seaview class A shares were consolidated on a one-for-five basis and the name of the company was changed from Seaview Energy Inc. to Charger Energy Corp.
Under the plan of arrangement, Charger shareholders received 3.6364 Seaview class A shares for every one Charger share for aggregate deemed consideration of approximately $72.5 million; Silverback shareholders received 5.8182 Seaview class A shares for every one Silverback share for aggregate deemed consideration of approximately $54.4 million; Sirius shareholders received 0.80 of a Seaview class A share for every one Sirius share for aggregate deemed consideration of approximately $11.1 million; and holders of Seaview class B shares received 10 Seaview class A shares for every one class B share.
In addition, holders of options and warrants exercisable for Charger shares received replacement options and warrants exercisable for Seaview class A shares equal to that number of Charger shares which were otherwise issuable upon the exercise of the Charger options and warrants previously held, multiplied by 3.6364, with the exercise prices adjusted accordingly.
Charger is a junior oil and natural gas exploration, development and production company operating in Western Canada.
The company's strategy is to increase per share value by pursuing high impact light oil resource plays where development is compatible with the application of new horizontal drilling and multi-stage fracturing technology.
Charger was represented by in-house counsel, Dan Fournier and by Norton Rose Canada LLP, with a team that included Jack MacGillivray, Scott Negraiff, Marlene Stewart, Kathleen Cowick, Justin Pettigrew and Natasha Dhillon-Penner (securities); Dion Legge and Brian Milne (tax) and Roger Smith (litigation).
Seaview was represented by McCarthy Tétrault LLP with a team with a team led by Sony Gill, and included Wilson Acton (CFMA); Ed Gill (tax); Sean Smyth (litigation) and Keith Byblow (energy).
Silverback was represented by a team from Burstall Winger LLP that was composed of Harley Winger, Robert Verbuck, Adrian Harvey and Kris Miks (securities); Robert Iverach, QC, (tax) and Jennifer Smith (litigation).
Sirius was represented by Stikeman Elliott LLP, with a team that included Leland Corbett, Gordon Chmilar and Gus Lu (corporate); Douglas Richardson (tax) and Evan Dickinson (litigation).