Overview

The arrangement effectively represents an acquisition of TSX-listed Vero, seen as a high netback, light oil focused Cardium resource play, by TORC (an unlisted Alberta company), which is focused on the southern Alberta Bakken petroleum system. The implied value of the arrangement to Vero shareholders of $3.00 per share (based on the pricing of the private placement described below) represents a premium of 48% to the 10-day pre-announcement VWAP of their shares on the TSX.

Break fees

There are potential reciprocal break fees of $6.5M.

Overview

Under an Alberta Plan of Arrangement, Donnycreek and Contact will amalgamate on the basis of exchange ratios which will reflect a 56% premium for the Donnycreek shares and with Amalco's management comprised of current Contact management. Donnycreek and Contact shareholders initially will hold 56.4% and 43.6% of Amalco, respectively. Dissenters may receive deemed dividend treatment.

Donnycreek

A TSV-listed oil and gas Alberta company.

Contact

A TSV-listed oil and gas Alberta company.

Overview

Under an Alberta Plan of Arrangement, all the non-dissenting shares of Charger and AvenEx will be exchanged for treasury shares of Pace, following which Charger and AvenEx will be amalgamated into Pace to continue as Spyglass (which will have a market cap of $344M). Charger, AvenEx and Pace are Alberta companies listed on the TSXV, TSX and TSX, respectively. The shareholders of Charger, AvenEx and Pace will hold 9%, 43% and 48%, respectively, of the shares of Spyglass.

Plan of Arrangement

Under the Plan of Arrangement: