Legal & Judicial Case Analysis Pacific Exploration & Production Legal & Judicial Case Analysis Lightstream Resources

Legal & Judicial Case Analysis – Panel Members and roles in cases Justice Newbould – Ontario CCAA Court Tony Reyes (Norton Rose) – counsel to Pacific Bob Thornton (TGF) – counsel to the Monitor Brendan O’Neill (Goodmans) – counsel to the Ad Hoc Committee of Creditors, and panel moderator Justice Jones – Calgary CCAA Court Kelly Bourassa (Blakes) – counsel to Lightstream Sean Collins (McCarthys) – counsel to the Monitor Brendan O’Neill (Goodmans) – counsel to the Ad Hoc Committee of Creditors, and panel moderator

Pacific and Lightstream Cases - BDO Two major Canadian restructurings in 2016, both of which represented a highly efficient use of the CCAA Pacific - $5.3 billion reorganization that went from the filing to sanction in 4 months, with three proceedings in Canada, the US and Colombia! Lightstream – a CBCA, a CCAA, a sales process, an oppression action, an appeal and a US$650 million credit bid sale in 5.5 months! This discussion: what were the tools / strategies / approaches that the professionals and the courts utilized to produce these results and what can we learn from these cases, and any other cases our experienced Judges have seen before them?

Pacific – High Level Overview – BDO Canadian parent with no assets or operations in Canada; operations in Colombia, Peru, Guatemala, Brazil, Guyana and Belize US$5.3 billion of bank and bond debt that was converted into equity of the reorganized company USD$500 million DIP that was co-sponsored by the Bondholders and Catalyst and that converted into (1) US$250 million of new secured notes for the Bondholders and (2) equity for Catalyst Main proceeding under CCAA in Canada; ancillary Chapter 15 proceedings in the US; and ancillary Ley 1116 proceedings in Colombia (this was the largest corporate restructuring in Colombian history)

Lightstream – Case Details - BDO Significant light oil-focused E&P company in Alberta and Sask US$400 million first lien bank facility US$650 million of secured second lien notes US$250 million unsecured notes Oppression action filed after certain unsecured notes were exchanged for new secured notes and a cash purchase of additional secured notes Remaining unsecured noteholders sued company under oppression in Alberta Borrowing base defaults under 1L; interest defaults under 2L …

Appendix A – Pacific – Timeline November 2015 – Company engages with Banks December 2015 – Company engages with Bonds January 2016 – Interest payments on bonds not made February 2016 – NDAs entered into February 2016 – Forbearance agreements entered into February 2016 – SISP developed and commenced March 2016 – Due diligence by bidders April 2016 – final bids due April 2016 – Creditor/Catalyst proposal developed April 19, 2016 – Support Agreement entered into April 27, 2016 – CCAA proceedings commenced May 6, 2016 – Support deadline; 75.07% of Noteholders support May 7, 2016 – Alternative Offer #1 received and rejected by IC June 8, 2016 – US Chapter 15 proceedings commenced

Appendix A – Pacific – Timeline (cont’d) June 13, 2016 – Colombian Ley 1116 proceedings commenced June 22, 2016 – DIP closing June 30, 2016 – Meeting Order obtained August 16, 2016 – Alternative Offer #2 received August 17, 2016 – Creditor approval of CCAA plan August 22, 2016 – IC rejects Alternative Offer #2 August 23, 2016 – Court approval of CCAA Plan October 11, 2016 – Chapter 15 recognition of CCAA Plan obtained November 2, 2016 – Closing Time spent restructuring = approximately 1 year Time spent in court = approximately 4 months

Appendix B – Lightstream – Timeline July 12, 2016 – Sign Support Agreement with 91.5% of 2Ls July 13, 2016 – CBCA Preliminary Interim Order obtained August 5, 2016 – CBCA Interim Order obtained: CBCA meetings scheduled for September 13, 2016 CBCA meetings later rescheduled to September 30, 2016 August 26, 2016 – New 1L commitments received September 19, 2016 – CCAA process announced; CBCA ended September 26, 2016 – CCAA Initial Order obtained October 28, 2016 – end of Phase 1 sale process November 15, 2016 – “Threshold Motion” on Oppression case November 21, 2016 – end of Phase 2 sale process December 7, 2016 – Leave to appeal on “Threshold” decision December 8, 2016 – CCAA Approval and Vesting Order obtained December 29, 2016 – closing of credit bid sale

Appendix B – Lightstream – Timeline (cont’d) Time spent restructuring = approximately 8 months Time spent in court = approximately 5-1/2 months