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File: News Release - Seaway -clarification of transaction price (Oct2014).docx

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October 31, 2014 TSX-V: SEW


Seaway Energy Services Clarifies Revised Terms for the Acquisition of Peeppl Media Inc.
VANCOUVER, BC - Seaway Energy Services Inc. ("Seaway") announced on April 23, 2014, that it had entered into a non-bin
--->ding, arm's length letter of intent (the "LOI") with Peeppl Media Inc. ("Peeppl") pursuant to which Seaway will acquir
--->e all of the issued and outstanding securities of Peeppl in exchange for common shares in the capital of Seaway and Pe
--->eppl will become a wholly-owned subsidiary of Seaway (the "Transaction").  As a result of negotiation of the definitiv
--->e agreement between Seaway and Peeppl, the terms of the Transaction have been modified to those terms initially announ
--->ced on April 23, 2014, and Seaway wishes to clarify the terms of the Transaction, including adjustment of the previous
--->ly announced $0.34 per share transaction price. 
In accordance with the terms of a Share Exchange Agreement negotiated among the parties subsequent to announcement of 
--->the LOI, prior to closing of the Transaction Seaway will have completed a three old for one new consolidation of its c
--->ommon share capital (as announced by news release on August 27, 2014).  On closing of the Transaction, Seaway will pur
--->chase all of the issued and outstanding securities of Peeppl in exchange for 9,999,994 post-consolidation common share
--->s of Seaway at a deemed price of $0.45 per share for an aggregate consideration of $4,499,997.30.
With respect to the revised transaction price and by way of clarification, trading in the common shares of Seaway was 
--->halted on April 16, 2014, on announcement by Seaway of the LOI with Peeppl.  The closing price of Seaway's shares on A
--->pril 16th was $0.34.  Trading resumed on August 19, 2014, concurrent with announcement by Seaway of the engagement of 
--->PI Financial Corp. as agent for a $2,000,000 brokered financing on terms to be determined among the parties.  Followin
--->g resumption of trading on August 19th, the Seaway shares traded at $0.17 over the period August 20th to 29th.  The $0
--->.17 post-resumption trading price as adjusted for the proposed 3:1 consolidation resulted in a price of $0.51 per shar
--->e which, less the 20% discount allowed by TSX Venture Exchange policy, equates to a price of $0.408 per share.  The pa
--->rties determined that a $0.45 financing price (being within the Discounted Market Price allowed by the TSX Venture Exc
--->hange) is more reflective of the market price of Seaway's shares post-resumption of trading and the proposed consolida
--->tion and, thus, a more feasible price for the financing and on which to base the Transaction. 
The Transaction, including the proposed consolidation and brokered financing, is subject to acceptance by the TSX Vent
--->ure Exchange.  In particular, the Company will be required to meet the Exchange's continued listing requirements upon 
--->completion of a consolidation.  There is no guarantee that Exchange acceptance of a consolidation will be given or tha
--->t the Company will meet the Exchange's continued listing requirements upon completion.  
For further information regarding this news release contact:

Kyle Stevenson, President and CEO  Michal Holub, CFO
Tel:  (604) 687-1779    Tel:  (403) 262-5256

On behalf of the Board of Directors
Seaway Energy Services Inc.

This news release contains certain statements that may be deemed "forward-looking" statements. Forward looking stateme
--->nts are statements that are not historical facts and are generally, but not always, identified by the words "expects",
---> "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that 
--->events or conditions "will", "would", "may", "could" or "should" occur.  Although we believe the expectations expresse
--->d in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future
---> performance and actual results may differ materially from those in forward looking statements. Forward looking statem
--->ents are based on the beliefs, estimates and opinions of our management on the date the statements are made.  Seaway E
--->nergy Services Inc. undertakes no obligation to update these forward-looking statements in the event that management's
---> beliefs, estimates or opinions, or other factors, should change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested Sh
--->areholder approval.  The Transaction cannot close until the required Shareholder approval is obtained.  There can be n
--->o assurance that the Transaction will be completed as proposed or at all. 
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transa
--->ction, any information released or received with respect to the Transaction may not be accurate or complete and should
---> not be relied upon. Trading in the securities of Seaway Energy Services Inc. should be considered highly speculative.
---> 
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor
---> disapproved the contents of this press release.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMI
--->NATION 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 T
--->HE UNITED STATED SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN T
--->HE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM. 



File: News Release - Seaway -clarification of transaction price (Oct2014).pdf

 THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO THE U.S. AGENCIES




October 31, 2014                                                                          TSX-V: SEW


     Seaway Energy Services Clarifies Revised Terms for the Acquisition of Peeppl Media Inc.

VANCOUVER, BC � Seaway Energy Services Inc. ("Seaway") announced on April 23, 2014, that it had
entered into a non-binding, arm's length letter of intent (the "LOI") with Peeppl Media Inc. ("Peeppl")
pursuant to which Seaway will acquire all of the issued and outstanding securities of Peeppl in exchange
for common shares in the capital of Seaway and Peeppl will become a wholly-owned subsidiary of
Seaway (the "Transaction"). As a result of negotiation of the definitive agreement between Seaway and
Peeppl, the terms of the Transaction have been modified to those terms initially announced on April 23,
2014, and Seaway wishes to clarify the terms of the Transaction, including adjustment of the previously
announced $0.34 per share transaction price.

In accordance with the terms of a Share Exchange Agreement negotiated among the parties subsequent to
announcement of the LOI, prior to closing of the Transaction Seaway will have completed a three old for
one new consolidation of its common share capital (as announced by news release on August 27, 2014).
On closing of the Transaction, Seaway will purchase all of the issued and outstanding securities of Peeppl
in exchange for 9,999,994 post-consolidation common shares of Seaway at a deemed price of $0.45 per
share for an aggregate consideration of $4,499,997.30.

With respect to the revised transaction price and by way of clarification, trading in the common shares of
Seaway was halted on April 16, 2014, on announcement by Seaway of the LOI with Peeppl. The closing
price of Seaway's shares on April 16th was $0.34. Trading resumed on August 19, 2014, concurrent with
announcement by Seaway of the engagement of PI Financial Corp. as agent for a $2,000,000 brokered
financing on terms to be determined among the parties. Following resumption of trading on August 19th,
the Seaway shares traded at $0.17 over the period August 20th to 29th. The $0.17 post-resumption trading
price as adjusted for the proposed 3:1 consolidation resulted in a price of $0.51 per share which, less the
20% discount allowed by TSX Venture Exchange policy, equates to a price of $0.408 per share. The
parties determined that a $0.45 financing price (being within the Discounted Market Price allowed by the
TSX Venture Exchange) is more reflective of the market price of Seaway's shares post-resumption of
trading and the proposed consolidation and, thus, a more feasible price for the financing and on which to
base the Transaction.

The Transaction, including the proposed consolidation and brokered financing, is subject to acceptance by
the TSX Venture Exchange. In particular, the Company will be required to meet the Exchange's
continued listing requirements upon completion of a consolidation. There is no guarantee that Exchange
acceptance of a consolidation will be given or that the Company will meet the Exchange's continued
listing requirements upon completion.




                                                    1
 For further information regarding this news release contact:

Kyle Stevenson, President and CEO                            Michal Holub, CFO
Tel: (604) 687-1779                                          Tel: (403) 262-5256

On behalf of the Board of Directors
Seaway Energy Services Inc.
This news release contains certain statements that may be deemed "forward-looking" statements. Forward looking stateme
--->nts are
statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans"
--->, "anticipates",
"believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "wil
--->l", "would",
"may", "could" or "should" occur. Although we believe the expectations expressed in such forward-looking statements ar
--->e based
on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ mate
--->rially
from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions 
--->of our
management on the date the statements are made. Seaway Energy Services Inc. undertakes no obligation to update these
forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should cha
--->nge, except
as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and
disinterested Shareholder approval. The Transaction cannot close until the required Shareholder approval is
obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of Seaway Energy Services Inc. should be considered highly
speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press release.


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 STATED 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.




                                                                  2