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Spyglass Resources Corp. - PrecisionIR

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Intermediate Sized, Commodity Balanced Resource Company with aSustainable Dividend Model<strong>Corp</strong>orate PresentationSpecial Meeting of Pace, AvenEx and ChargerShareholdersMarch 2013


Advisory StatementsThis presentation contains forward-looking information within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of <strong>Spyglass</strong> as of the date of thispresentation, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similarexpressions are intended to identify forward-looking information. More particularly and without limitation, this presentation contains forward-looking information concerning: anticipated future production, operatingnetbacks, cash flow, capital expenditures, dividends, payout ratios, decline rates, development capital efficiencies, net debt to cash flow, reserve life index, credit facility availability and years of sustaining developmentavailable; anticipated future dividend payments of <strong>Spyglass</strong>.. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to thefuture. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.In respect of the forward-looking information and statements, <strong>Spyglass</strong> has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to commodity pricesand interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; the sufficiency of budgeted capital expenditures in carrying out plannedactivities; and the availability and cost of labour and services.Accordingly, readers should not place undue reliance on the forward-looking information contained in this presentation. In respect of the forward-looking information, including the anticipated dividend paymentsfollowing closing, <strong>Spyglass</strong> has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions in respect of: prevailing commodity prices, margins and exchange rates;that <strong>Spyglass</strong>’ future results of operations will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capitalrequirements relating to existing assets and projects, including but not limited to future capital expenditures relating to expansion, upgrades and maintenance shutdowns; the success of growth projects; futureoperating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseenmaterial construction or other costs related to current growth projects or current operations.Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currentlyanticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which <strong>Spyglass</strong> operates in general such as: operational risks; delays or changes in planswith respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition;failure to successfully integrate each of Charger, Pace and AvenEx into <strong>Spyglass</strong>; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws andenvironmental regulations. The proposed dividend of <strong>Spyglass</strong> may change as a result of fluctuations in commodity prices, production levels, capital expenditure requirements, debt service requirements, operatingcosts, royalty burdens, and the satisfaction of the liquidity and solvency tests imposed by the Business <strong>Corp</strong>orations Act (Alberta) for the declaration and payment of dividends. Depending on these and other factors,many of which will be beyond the control of <strong>Spyglass</strong>, the dividend policy of <strong>Spyglass</strong> may change from time to time and, as a result, future cash dividends could be reduced or suspended entirely.Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of each of Charger, Pace and AvenEx, and thecombined company, are included in reports on file with applicable securities regulatory authorities, including but not limited to; the Annual Information Form for the year ended December 31, 2011 for each of Charger,Pace and AvenEx which may be accessed on their respective SEDAR profiles at www.sedar.com.Any financial outlook or future oriented financial information in this presentation, as defined by applicable securities legislation, has been approved by management <strong>Spyglass</strong>. Such financial outlook or future orientedfinancial information is provided for the purpose of providing information about management's reasonable expectations as to the anticipated results of <strong>Spyglass</strong> and its anticipated business activities for the twelvemonths following the closing of the Merger.The forward-looking information contained in this presentation is made as of the date hereof and <strong>Spyglass</strong> undertakes no obligation to update publicly or revise any forward-looking information, whether as a result ofnew information, future events or otherwise, unless so required by applicable securities laws.The production type curves used in this presentation are constructed from well data representing only those wells deemed to be most indicative of the go-forward wells which <strong>Spyglass</strong> intends to develop. These typecurves are for illustrative purposes of potential future performance only and do not constitute a guarantee of future well performance in the areas which they describe.Boes are presented on the basis of one Boe for six Mcf of natural gas. Disclosure provided herein in respect of Boes may be misleading, particularly if used in isolation. A Boe conversion ratio of 6 Mcf:1 Bbl is based onan energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as anindication of value.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.2


Why <strong>Spyglass</strong>?• Sustainable dividend paying corporation with an attractive total return proposition• Low decline base production, balanced commodity profile• Large inventory of capital efficient light oil development opportunities• Proven management team• Liquidity, with approximately $107 million of unused bank lines• Diverse, low risk, efficient asset base• Active hedging program• Potential for asset rationalization• Plan to implement DRIP program<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.3


Commodity Balanced Dividend-Paying Producer• <strong>Spyglass</strong> (TSX:SGL) is a cash distributing producer with a balanced commodityportfolio with a $0.0225 monthly cash dividend• Strong value potential with yield compression• Balanced commodity portfolio, a strong management team and a sustainable yieldmodel• 12-month production averaging ~18,000 boe/d (50% - 52% oil and liquids) (1)• Management team with a track record of creating shareholder value in a dividendmodel – familiarity with majority of the asset base• Mature, low decline (~20%) producing assets coupled with capital efficient light oildevelopment (~$25,000 / boe/d) provide the scale, stability and low-risk running roomto support a sustainable yield model• <strong>Spyglass</strong> is well positioned with strong financial flexibility• ~$107 million of available credit capacity (~30% availability)• Potential to monetize non-core assets with minimal impact on cash flow• Active hedging program used to manage volatility (target 50%-60% production)<strong>Spyglass</strong> has an extensive inventory of low-risk, high-return drilling opportunities(1) Based on management estimates for the first 12-months commencing on the closing date of the Merger.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.4


Experienced Management Team<strong>Spyglass</strong> Management TeamTom Buchanan, FCA CEO & Director • 30+ years of experience in the oil and natural gas sector• Recently as President & CEO and Director of Provident Energy Trust• Co-founder, President & CEO of Founders Energy Ltd., which was converted to Provident Energy Trustin 2001• Currently a Director of Pembina Pipeline <strong>Corp</strong>oration, Athabasca Oil <strong>Corp</strong>., and Hawk Exploration LtdDan O’Byrne, P.Eng, MBA President & COO • 30+ years of diverse experience in the oil and natural gas sector• Recently as Executive VP & COO of Provident Energy Trust• Served as Division VP for Nexen Inc. and numerous executive positions with Canadian OccidentalMark Walker, CMA Senior VP Finance & CFO • 23+ years of experience in oil and gas finance and accounting• Recently as Senior VP Finance & CFO of Provident Energy TrustKelly CowanJohn Milford, M.Sc.Dan Fournier, Q.C.Senior VP <strong>Corp</strong>orateDevelopment & LandVP Exploration &DevelopmentGeneral Counsel &<strong>Corp</strong>orate Secretary• 30+ years of experience in the oil and gas sector• Recently as CEO of Churchill Energy Inc.• Co-founder, SVP & COO of Founders Energy Ltd., which was converted to Provident Energy Trust in2001• 30+ years of experience as a petroleum geologist• Founded and served in a Director / Executive role for a number of private oil and gas companiesincluding Predator <strong>Corp</strong>oration, Primal Energy, and Mojo Energy• 30+ years as a Partner with Blakes Calgary office, and is currently a member of Blakes energy financialservices group• Advised on the structuring of numerous private and public energy financingsFloyd Siegle, P.Eng, MBA VP Engineering • 36+ years of broad engineering experience in the oil and natural gas sector• Recently as Senior Manager Reserves and Evaluations at Provident Energy Trust• Previously Vice President Engineering at AJM Petroleum Consultants and various engineering positionswith progressively increasing responsibilities with major E&P companies• Currently serving on the board of directors of the Society of Petroleum Evaluation EngineersJohn Lamacchia VP Production • 30+ years of diversified experience in the oil and natural gas sector• Recently as VP Engineering & Operations and COO of Amarone Oil & Gas• Previously VP Engineering & Operations of Capitol Energy <strong>Resources</strong> Ltd.Bob Guy, P.Eng VP Operations • 30+ years of experience in the oil and gas sector• Recently as Vice President, Production Operations with AvenEx Energy <strong>Corp</strong>.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.5


Board of Directors<strong>Spyglass</strong> Board of DirectorsRandy Findlay, P.EngIndependentChairman• Director of Charger Energy <strong>Corp</strong>., Canadian Helicopters Group Inc., PembinaPipeline <strong>Corp</strong>oration, Superior Plus <strong>Corp</strong>., Whitemud <strong>Resources</strong> Inc., EllisDonInc., Summerland Energy Inc. and SeaNG Ltd.Dennis Balderston, CA Director • Director of AvenEx Energy <strong>Corp</strong>, Condor Petroleum Inc. and Suroco Energy Inc.Tom Buchanan, FCA Director • Chairman & CEO of Charger Energy <strong>Corp</strong>. and Former President & CEO ofProvident Energy Trust• Director of Pembina Pipeline <strong>Corp</strong>oration, Athabasca Oil <strong>Corp</strong>., and HawkExploration Ltd.Gary Dundas, CMA, MBA Director • Director and VP, Finance & CFO of AvenEx Energy <strong>Corp</strong>.• Director of Direct Cash Payments Inc., Athabasca Oil <strong>Corp</strong>oration, CanadianInternational Oil <strong>Corp</strong>. Fraction Energy ServicesPeter Harrison, CFA, MBA Director • Chairman, Pace Oil and Gas Ltd., Director, Freehold Royalties Ltd.• Manager, Oil and Gas Investments for CN Investment Division• Former Senior Vice President, Montrusco Bolton Investments Inc.Mike Shaikh, FCA Director • Director of Pace Oil and Gas Ltd., Hawk Exploration Ltd.• Former member of the board of the ASC (2003-2006)Jeff Smith, P.Geol Director • Director of Pembina Pipeline <strong>Corp</strong>orationJohn Wright, P.Eng, CFA Director • President, CEO and Director of Petrobank Energy and <strong>Resources</strong> Ltd.,• Chairman and CEO of PetroBakken Energy Ltd. and Chairman ofPetrominerales Ltd., Director of Hawk Exploration Ltd., and Director of ChargerEnergy <strong>Corp</strong>.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.6


Key Attributes & OutlookPro Forma OperationalCurrent Production [boe/d] 17,500% Oil & Liquids [%] 49%Total Proved Reserves (1) [MMboe] 57.5Total Proved plus Probable Reserves (1) [MMboe] 93.9Undeveloped Land (Net) [Acres] 645,000Light Oil Drilling Inventory [Locations] >1,000Years of Sustaining Development Available [Years] >20Pro Forma FinancialShares Outstanding [MM] 129Net Debt and Working Capital (2) [$MM] $293Credit Facility Capacity [$MM] $400Estimated Tax Pools [$MM] $900Hedging ProgramHedging Target [% Production] 50%-60%Time Horizon [months] 12-18Crude Oil Hedged for 2013 [% Production] 32%Natural Gas Hedged 2013 [% Production] 41%2013 Outlook (1)Exit Production Forecast [boe/d] 18,000% Oil & Liquids [%] 52%Average Production Forecast [boe/d] 16,000% Oil & Liquids [%] 51%Cash Flow Forecast (2)(3) [$MM] 104Capital Expenditures [$MM] $70 - $80Dividends [$MM] $26Net Debt to Annualized Exit Cash Flow [x] 2.1xBasic Payout Ratio [%] 25%All-in Payout Ratio (4) [%] 95% - 100%Preliminary 2014 Outlook (2)(3)Average Production Forecast [boe/d] ~18,000% Oil & Liquids [%] 53% - 55%Capital Expenditures [$MM] $90 - $100Dividends [$MM] $35Net Debt to Cash Flow [x] 1.7xBasic Payout Ratio [%] < 25%All-in Payout Ratio (4) [%] 80% - 85%(1) Reserves from reserve reports for each company as of December 31, 2011 and the updated GLJ report on certain propertiesfor Charger as of May 31, 2012 adjusted for AvenEx and Charger minor dispositions in 2012 and adjusted for 2012production to October 31, 2012 as forecast in the December 2011 reserve reports.(2) Pro forma net debt and working capital incorporates cash proceeds from the disposition of Elbow River Marketing andestimated transaction costs and excludes risk management assets and liabilities as of the closing date of the transaction.(1) Assumes transaction closes March 31, 2013 with Pace as continuing issuer. 2013 outlook reflects one quarter of Pace projectionsand three quarters of pro forma <strong>Spyglass</strong> projections.(2) Commodity price assumptions: 2013 - Edm Light C$88.89, corporate realized crude oil and liquids price C$74.23 at the wellhead,AECO $3.39 / Mcf. 2014 - Edm Light C$88.54, corporate realized crude oil and liquids price C$79.42 at the wellhead, AECO $3.79/ Mcf.(3) Commodity price sensitivities: 2013 - a $1.00/bbl change in realized crude oil prices, results in a $0.9 million change in annualizedcash flow; a $0.50/Mcf change in natural gas prices, results in a $6.0 million change in annualized cash flow. 2014 - a $1.00/bblchange in realized crude oil prices, results in a $2.5 million change in cash flow; a $0.50/Mcf change in natural gas prices, resultsin a $8.0 million change in cash flow.(4) All-in Payout Ratio is defined as Capital Expenditures plus Dividends divided by Cash Flow.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.7


Light Oil Focus AreasLegendPaceAvenExChargerDixonvilleMontney$80 - $90 Million Capital ProgramProposed CapexAreaAllocationHalkirk-Provost Viking 30%Southern Alberta Multiple Zones (Pekisko, Glauc, etc.) 20%Randell Slave Point and Gilwood 20%Pembina Cardium 10%Other 20%Total 100%RandellSlave Point & GilwoodPembinaCardiumHalkirk-ProvostVikingSouthern AlbertaMulti-zoneFile: SPYGLASS_v2.0.MAP Datum: NAD27 Projection: Stereographic Center: N54.61689 W113.26251 Created in AccuMap, a product of IHS<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.8


Underpinning the Model – Low Decline, BalancedProduction BaseCompanyCore AreaQ3-2012Production(boe/d) (1)Q3-2012Oil & LiquidsQ3-2012Op Costs ($/boe)Q3-2012Netback ($/boe) (2)Est. Base DeclineRatePCE Southern AB 4,591 48% 19.76 16.76 25%PCE Dixonville 3,185 89% 12.53 29.71 11%PCE Northwest AB 3,065 19% 13.39 5.91 18%PCE Deep Basin 1,206 5% 6.95 6.29 22%PCE Peace River Arch 634 55% 21.83 15.94 30%AVF BC 930 1% 9.39 2.13 13%AVF Northern AB 1,131 67% 16.22 25.77 20%AVF Southern AB (3) 667 83% 33.84 21.18 12%AVF Saskatchewan 404 99% 26.78 33.03 10%AVF Royalty Volumes 36 86% - - -CHX Halkirk-Provost 1,106 65% 21.95 26.86 34%CHX Peace River Arch 1,481 17% 10.62 12.40 23%CHX Drumheller 441 8% 6.40 8.65 16%CHX Royalty Volumes 111 95% - - -Pro Forma Total / Weighted Avg 18,988 47% 15.65 16.74 20%(1) Pro forma current production estimated at approximately 17,500 boe/d, 49% oil and liquids.(2) Excludes hedging gains and losses.(3) AVF production excludes central AB disposition in Q4 2012. Southern AB production includes remaining 99 boe/d (31% liquids) of remaining central ABproduction.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.9


Sustaining the Model – Low Risk, High ReturnDevelopment PortfolioDevelopment PlaysUnrisked Single Well EconomicIndicators (1)ProspectiveLocations (2)EUR(Mboe)Capex($MM) % Oil30 dayIP(boe/d)1st yr OpCosts($/boe)1st yrNetback($/boe)NPV at10%($MM)CapitalEfficiency($/boed) (5)IRR(btax)F&DCosts($/boe)Provost Viking Long Reach (3) 425 143 1.8 70% 128 7.95 38.99 2.2 22,397 53% 12.24Provost Viking Short Reach (3) 106 107 1.4 70% 85 8.38 40.80 1.6 27,389 46% 13.32Twining Pekisko 7 191 3.0 65% 168 8.33 34.14 1.6 28,511 27% 15.74Pembina Cardium 11 60 2.3 100% 169 12.17 75.67 1.2 30,417 69% 38.33Randell Slave Point 22 90 2.6 100% 138 13.03 72.43 1.4 31,988 54% 28.89Randell Gilwood 16 70 1.7 100% 135 13.37 72.09 1.5 22,500 146% 23.57Noel Cadomin 93 448 5.0 0% 982 4.16 15.96 1.1 8,995 27% 11.17Matziwin Pekisko 78 134 2.3 93% 103 7.23 64.80 2.0 31,186 56% 17.18Matziwin Glauc 3 61 1.6 82% 119 6.61 51.09 0.9 18,182 103% 26.13Southern AB Glauc 4 94 1.6 78% 90 6.90 45.96 0.8 31,185 30% 16.95Elmworth Commingled 5 467 5.0 0% 641 2.56 14.87 0.6 14,205 14% 10.70Other 274Total 1,044(1) Economic indicators based on evaluations at consultant's average October 2012 price forecasts with an effective date, investment date and start ofproduction date of January 1, 2013.(2) Includes all primary, secondary and prospective (gross) drilling locations.(3) Provost Viking economics weighted 75% freehold and 25% crown.(4) Includes Bellshill Ellerslie, Red Earth, Cranberry, Kitty and Lubicon Slave Point, Wapiti Cardium, Sutton Montney, Southern AB Mannville and others.(5) Based on 1st year average production.<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.10


Pro Forma Reservesas at October 31, 2012 (1)Pro Forma Selected ReservesInformation (1)Oil (Mbbl)Nat. Gas(MMcf)NGL(Mbbl)Total(Mboe) (2)Proved Developed Producing 20,921 105,746 798 39,345% by Product 53% 45% 2%Total Proved 28,459 166,800 1,240 57,499% by Product 49% 48% 2%Total Proved plus Probable 43,059 290,923 2,312 93,858% by Product 46% 52% 2%Total Proved plus Probable Reserves by Category(1) Working interest reserves from reserve reports for Pace, AvenEx and Charger as ofDecember 31, 2011 and the updated GLJ report on certain properties for Charger as ofMay 31, 2012 adjusted for AvenEx and Charger minor dispositions in 2012 and adjustedfor 2012 production to October 31, 2012 as forecast in the December 2011 reservereports.(2) The Company has adopted the standard of 6 Mcf to 1 boe when converting natural gas tobarrels of oil equivalent. Boes may be misleading, particularly if used in isolation. A boeconversion ratio of 6 Mcf :1 boe is based on an energy equivalency conversion methodprimarily applicable at the burner tip and does not represent a value equivalency at thewellhead.Probable, 39%ProvedUndeveloped &PDNP, 19%ProvedDevelopedProducing, 42%2P RLI: ~14 years(based on 18,000 boe/d production)<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.11


2013E All-In Payout Ratio (%)Peer Benchmarking – Payout Ratio180%2013E All-In Payout Ratio (1)(2)(3)(4)160%140%Average: 125%120%100%80%60%40%20%0%PGF ZAR ERF BNP LNV RPL TBE SPY WCPDividends Capex Range(1) Capex consensus estimates per Capital IQ(2) Dividend and cash flow estimates per First Call consensus, as available(3) Assumes transaction closes March 31, 2013 with Pace as continuing issuer. 2013 outlook reflects one quarter of Pace projections and three quarters of pro forma <strong>Spyglass</strong> projections.(4) Average excludes <strong>Spyglass</strong><strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.12


Share PriceYield (MRA)Peer Benchmarking – Current Yield & Implied Trading LevelsCurrent Yield14%12%10%12.2%11.3%10.0%8.7% 8.3%Average: 8.7%8%6%7.1%6.3%5.7%4%2%0%LNV RPL ZAR PGF TBE ERF WCP BNP$4.50$4.00$3.50$3.00$2.50$2.00$1.50$1.00$0.50$0.00Implied Share Price14$4.03Current Share Price$3.10$3.10Highest Peer YieldAvg Peer Yield$2.21$2.58$2.25$0.56$0.29SPG PCE AVF CHXAn analysis of dividend paying peer yields would suggest an implied <strong>Spyglass</strong> share pricein the range of $2.21 to $3.10 per share<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.


Investment Highlights• Balanced, Dividend-Paying Producer• Cdn$0.0225 Monthly Cash Dividend• Proven Management Team with Track Record of Creating Shareholder Value• Sustainable Dividend-Paying Model• Target Dividend Payout of 25% to 30% of Cash Flow (90% to 100% All-In Payout)• Mature, Low Decline Producing Assets Coupled With Capital Efficient Light Oil DevelopmentPotential• Extensive Inventory of Low-risk, High-Return Drilling Opportunities• Well Positioned With Strong Financial Flexibility• ~$107 Million Undrawn Bank Line• Proceeds From Planned DRIP Program Could Fund Modest Growth<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.15


<strong>Corp</strong>orate InformationTSX Listed: SGLFiscal Year End: December 31Lead Bankers:Transfer Agent:Auditors:National Bank of Canada,Toronto Dominion BankOlympia Trust CompanyPricewaterhouseCoopers LLPLegal Counsel: Norton Rose Canada LLPEvaluation Engineers: McDaniel, GLJ,Sproule, Insite<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.1700, 250 2 nd Ave SW Calgary, AB T2P 0C1Tel: (403) 303-8500 Fax: (403) 264-0085www.spyglassresources.com ir@spyglassresources.com<strong>Spyglass</strong> <strong>Resources</strong> <strong>Corp</strong>.

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