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Proposed Arrangement Agreement – Long Run Exploration Ltd.

Long Run Exploration Ltd. · Feb 8, 2016 · 23 slides

Investor presentation from the Shale Experts oil & gas presentation and slide database. Every page is imaged and its text indexed for search across operators, plays, basins and time.

Slides

  1. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 1
    PROPOSED ARRANGEMENT AND VOTING INFORMATION FEBRUARY 2016 INVESTOR PRESENTATION 1
  2. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 2
    BACKGROUND Long Runs capital structure is challenged as a result of the significant decline in commodity prices that has occurred subsequent to the Deep Basin acquisitions in 2014 Price of oil has declined from WTI US95/Bbl in…
  3. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 3
    FINANCIAL CHALLENGES Funds Flow vs. WTI Net Debt to Funds Flow vs. WTI 90 110 7.00 110 80 100 100 6.00 70 90 90 Net debt/Funds Flow Ratio 5.00 60 Funds Flow (MM) 80 80 WTI (US) WTI (US) 50 4.00 70 70 40…
  4. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 4
    THE PROPOSED SOLUTION Long Run entered into an arrangement agreement on December 20, 2015 (the Arrangement) with Calgary Sinoenergy Investment Corp. (the Purchaser), who has proposed to acquire: i. All of the outstanding common shares…
  5. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 5
    PROPOSED OFFER IS AT SIGNIFICANT PREMIUM LRE Common Shares LRE Convertible Debentures 0.80 80.00 0.70 70.00 0.60 60.00 0.50 50.00 0.40 40.00 0.30 30.00 0.20 20.00 0.10 10.00 0.00 0.00 7/01/15 8/27/15 10/23/15 12/21/15 7/01/15…
  6. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 6
    WHY VOTE FOR THE ARRANGEMENT Significant premium to both shareholders and debentureholders Provides certainty of value and near-term liquidity to shareholders and debentureholders in a challenging commodity price environment In…
  7. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 7
    BOARD OF DIRECTORS RECOMMENDATION Long Runs Board of Directors has unanimously determined that: i. The Arrangement is in the best interests of Long Run, Long Run shareholders and Long Run debentureholders ii. The consideration to be…
  8. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 8
    MACQUARIE FAIRNESS OPINION Long Run retained Macquarie Capital as lead financial advisor in connection with the Arrangement Macquarie Capital provided the Long Run Board with a fairness opinion The fairness opinion states that, in…
  9. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 9
    WHAT HAPPENS NEXT Timeline 2015 December 21 Arrangement announced December 24 Long Runs lending syndicate agreed to a forbearance to allow Long Run, the Purchaser and the bank syndicate to work towards mutually acceptable credit…
  10. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 10
    WHAT HAPPENS IF THE ARRANGEMENT CLOSES On closing of the Arrangement: 1) Long Run will become a wholly-owned subsidiary of Calgary Sinoenergy Investment Corp. 2) Long Runs common shares and debentures will be delisted from the…
  11. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 11
    SPECIAL MEETING & VOTING INFORMATION 11
  12. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 12
    THE LONG RUN SPECIAL MEETING The special meeting of Long Run securityholders is being held to consider and approve the Arrangement The details of the Arrangement can be found in Long Runs Information Circular dated January 29, 2016…
  13. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 13
    WHEN AND WHERE IS THE MEETING Date: February 29, 2016 Time: 2:00pm Calgary time (Mountain time) Location: Livingston Place Conference Centre 2nd Floor 222 3rd Avenue SW Calgary, Alberta T2P 0B4 Proxy Cut-off: February 25,…
  14. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 14
    HOW DO I VOTE Registered Shareholder or Debentureholder If your shares/debentures are registered in your name (i.e. you hold paper share or debenture certificates) you can vote your securities in person at the meeting or vote your…
  15. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 15
    HOW DO I VOTE Beneficial Shareholder or Debentureholder If your securities are not registered in your own name, they will be held in the name of a nominee, which is usually a trust company, securities broker or other financial…
  16. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 16
    HOW DO I VOTE Help with Voting Your Shares or Debentures Please contact Long Runs proxy solicitation agent: D.F. King 1-800-833-2158 Banks, brokers and collect calls: 201-806-7301 Email: inquiriesdfking.com 16
  17. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 17
    WHO CAN ATTEND AND VOTE AT THE MEETING Registered shareholders and debentureholders of Long Run as of the January 15, 2016 record date are able to attend and vote their shares or debentures in person at the meeting on February 29,…
  18. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 18
    EXCHANGING YOUR SHARES OR DEBENTURES 18
  19. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 19
    HOW DO I EXCHANGE MY SHARES OR DEBENTURES FOR CASH Registered shareholders/debentureholders: 1. Complete the Letter of Transmittal that was included with the Information Circular and attach your share/debenture certificates and any…
  20. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 20
    HOW DO I CONTACT THE DEPOSITARY Registered Shareholders and Debentureholders If your shares or debentures are registered in your name (i.e. you hold a share/debenture certificate) please contact: CST Trust Company (416) 682-3860…
  21. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 21
    CORPORATE INFORMATION TSX:LRE Contacts Bill Andrew Chair & CEO Dale Miller President & COO Corine Bushfield Senior Vice President & CFO Dale Orton Senior Vice President, Development Lauren Kimak Manager, Investor Relations (403)…
  22. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 22
    ADVISORIES Forward Looking Statements: This document contains forward-looking statements and forward-looking information (collectively forward-looking information) within the meaning of applicable securities laws relating to the…
  23. Proposed Arrangement Agreement – Long Run Exploration Ltd. – slide 23
    ADVISORIES Non-GAAP Measures: This presentation contains terms commonly used in the oil and gas industry, such as funds flow from operations and net debt. These terms are not defined by International Financial Reporting Standards…

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