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2020 Canadian Public Energy M&A Review (FINAL)

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Lawson Lundell LLP 5 Terms of Reference We prepared this study based on a review of the 53 public M&A transactions that were announced or completed between the years 2016 and 2019. Only M&A transactions involving a target which was a "reporting issuer" in Canada, and the primary assets of which were involved in upstream, midstream, downstream or oilfield service sectors were included in the study. In respect of the review of deal terms for the 2016 to 2019 period, the terms of a total of 50 friendly transactions were surveyed. Transactions which did not give rise to an agreement between the purchaser and target were not included in the review of deal terms, including those which were completed by take-over bid without a support or acquisition agreement between the purchaser and target. Takeover bids were only surveyed for equity value, structure, form of consideration and time to completion. The term "Equity Value" refers to the total number of outstanding common shares of the target multiplied by the announced cash value per share of the purchaser's offer. Absent that information, "Equity Value" refers to the total purchase price as publicly disclosed. These numbers have been rounded. In compiling the study, we reviewed acquisition agreements, management proxy circulars, take-over bid circulars, press releases and related publicly available documents on DisclosureNet and SEDAR. The agreements and other disclosure documents surveyed for the purpose of this study contain complex legal language and terms. Most terms and provisions are not identical. Accordingly, we have relied on our judgment and exercised our discretion in categorizing and summarizing the information comprising this study. This study is based only on publicly available information. Non-public information, such as that included in disclosure schedules or letters to the agreements surveyed, may be relevant to the analysis but are not reflected in the study. All currency amounts are reported in Canadian dollars.

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