Seaview Energy Inc.

Headnote

National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted from the requirement under section 4.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards that the audited annual financial statements of Charger Energy Corp. for the period ended December 31, 2010, included in an information circular, be prepared in accordance with Canadian Generally Accepted Accounting Principles -- Part V in order that Charger's financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, which is the International Financial Reporting Standards as issued by the International Accounting Standards Board and as incorporated into the handbook.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.

Citation: Seaview Energy Inc., Re, 2012 ABASC 47

February 3, 2012

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
SEAVIEW ENERGY INC.
(the Filer)
DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement under section 4.2 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that the audited annual financial statements of Charger Energy Corp. (Charger) to be included in an information circular (Circular), be prepared in accordance with Canadian Generally Accepted Accounting Principles -- Part V (Old Canadian GAAP) in order that Charger's financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, which is International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and as incorporated into the handbook (IFRS-IASB) (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that Subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba and Nova Scotia; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 52-107, National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

The decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the Business Corporations Act (Alberta) (the ABCA). The head office of the Filer is in Calgary, Alberta.

2. The Filer is a reporting issuer in the Jurisdictions and Passport Jurisdiction and is not in default of securities legislation of any jurisdiction.

3. On November 21, 2011, the Filer announced that it had entered into a definitive agreement dated November 11, 2011, with Charger, Silverback Energy Ltd. (Silverback) and Sirius Energy Inc. (Sirius) providing for a plan of arrangement whereby: (i) Charger, Silverback and Sirius will exchange all of their issued and outstanding shares for class A shares of the Filer (Seaview Shares); (ii) each class B share of the Filer will be exchanged for 10.0 Seaview Shares; (iii) all issued and outstanding Seaview Shares will be consolidated on a one to five basis; and (iv) the name of the Filer will be changed to Charger (the Arrangement).

4. Charger is a corporation incorporated under the ABCA. The head office of Charger is in Calgary, Alberta.

5. Charger, Silverback and Sirius are private companies and are not reporting issuers under the securities laws of any jurisdiction and to each of their knowledge, are not in default of securities legislation in any jurisdiction. None of their securities are listed on any stock exchange.

6. The Filer is required to prepare a Circular in connection with the Arrangement.

7. The Arrangement will be a restructuring transaction under NI 51-102 in respect of the Filer and therefore would require compliance with Item 14.2 in Form 51-102F5Information Circular (theCircular Form). The restructuring transaction is a reverse take-over whereby Charger is the reverse take-over acquirer and the Filer, Silverback and Sirius are the reverse take-over acquirees. Accordingly, the Filer will continue to carry on its business through Charger.

8. Item 14.2 of the Circular Form requires, among other items, that the Circular contain the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the Filer, Charger, Silverback and Sirius would be eligible to use immediately prior to the filing and sending of the Circular to the Filer's shareholders. Therefore, the Circular must contain the disclosure in respect of Charger prescribed by the Form 41-101F1 Information Required in a Prospectus (the Prospectus Form) and by National Instrument 41-101 General Prospectus Requirements (NI 41-101).

9. Item 32.1(b) of the Prospectus Form requires the Filer to include certain annual and interim financial statements for Charger, Silverback and Sirius in the Circular, including, in accordance with Items 32.2 and 32.3(1) of the Prospectus Form: (i) an income statement, a statement of retained earnings and a cash flow statement relating to Charger, Silverback and Sirius; and (ii) a balance sheet relating to each of these same entities (collectively, the Financial Statements).

10. Subsection 4.2(1) of NI 41-101 requires that the Financial Statements required to be included in the Circular must be audited in accordance with NI 52-107.

11. The Circular will include the following financial statements in respect of the Arrangement:

(a) the Filer's

(i) audited annual financial statements prepared in accordance with Old Canadian GAAP for the years ended December 31, 2010 and 2009; and

(ii) unaudited interim financial report for the three and nine month period ended September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB;

(b) Charger

(i) audited annual financial statements prepared in accordance with IFRS-IASB for the period September 22, 2010 (the Period of Incorporation) to December 31, 2010; and

(ii) unaudited interim financial report for the three and nine month period ended September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB.

(c) Silverback

(i) audited annual financial statements prepared in accordance with Old Canadian GAAP for the years ended December 31, 2010 and 2009 and 2008; and

(ii) unaudited interim financial report for the three and nine month period ended September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB.

(d) Sirius

(i) audited annual financial statements prepared in accordance with Old Canadian GAAP for the years ended December 31, 2010 and 2009 and 2008; and

(ii) unaudited interim financial report for the three and nine month period ended September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB.

(e) Pro Forma Financial Statements

(i) statement of financial position as at September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB;

(ii) statement of loss for the year ended December 31, 2010 prepared in accordance with IFRS-IASB; and

(iii) statement of loss for the nine month period ended September 30, 2011 prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB.

12. Charger has been preparing its financial statements in accordance with IFRS since its Period of Incorporation. Charger's financial statements as at and for the period ended December 31, 2010 were prepared in accordance with IFRS-IASB, were audited in such form and contain an explicit and unreserved statement of compliance with IFRS-IASB. All interim financial reports prepared by Charger have been prepared in accordance with the international accounting standard on interim financial reporting as issued under IFRS-IASB.

13. Charger wishes to early adopt IFRS-IASB since it will be the business of the Filer going forward.

Early Adoption of IFRS-IASB

14. The Canadian Accounting Standards Board adopted IFRS-IASB as Canadian GAAP for most publicly accountable enterprises for fiscal years beginning on or after January 1, 2011.

15. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; absent granting the Requested Relief, under Part 4 of NI 52-107, for financial years beginning before January 1, 2011, a domestic issuer must use Old Canadian GAAP for financial years beginning before January 1, 2011.

16. In CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011, and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite NI 52-107.

17. Charger believes that the use of IFRS-IASB would eliminate complexity and cost from the financial statement preparation process; since Charger prepares its financial statements in accordance with IFRS-IASB, the Requested Relief would permit Charger to streamline the reporting process and reduce costs which would otherwise be incurred in presenting Charger's financial statements as at and for the period ended December 31, 2010 in accordance with Old Canadian GAAP.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

1. The decision of the Decision Maker under the Legislation is that the Requested Relief is granted provided that:

(a) Charger prepares its annual financial statements for years beginning on or after the Period of Incorporation in accordance with IFRS-IASB;

(b) Charger's first annual IFRS-IASB financial statements and first IFRS-IASB interim financial report include an opening IFRS statement of financial position as at the date of transition to IFRSs, September 22, 2010;

(c) in Charger's first annual IFRS-IASB financial statements, the opening IFRS statement of financial position as at the date of transition to IFRSs is audited;

(d) if Charger presents the components of profit or loss in a separate income statement, the separate income statement is displayed immediately before the statement of comprehensive income;

(e) Charger's annual IFRS-IASB financial statements disclose an explicit and unreserved statement of compliance with IFRS; and

(f) Charger's IFRS-IASB interim financial reports disclose compliance with International Accounting Standard 34 Interim Financial Reporting.

2. The Filer will provide the financial statements as set out in paragraph 10, and will update these financial statements to comply with Item 32.2 and Item 32.3 of the Prospectus Form if the Circular is dated after March 30, 2012.

"Cheryl McGillivray"

Manager, Corporate Finance