Connacher Oil and Gas Limited recapitalization

On May 8, 2015, Connacher Oil and Gas Limited (Connacher), a Calgary-based in situ oil sands developer, producer and marketer of bitumen, completed a recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act. The recapitalization involved the exchange of approximately C$1.0 billion of Connacher's debt for common shares of Connacher, including accrued and unpaid interest, a reduction of annual interest expense by approximately C$80 million, the issuance by Connacher of US$35 million aggregate principal amount of new second lien convertible notes due August 31, 2018 (the "New Convertible Notes"), amendments to the existing First Lien Term Loan Credit Agreement dated May 23, 2014 to increase the total commitments to provide for loans in the aggregate principal amount of the US$24.8 million to replace Connacher's existing revolving credit facility and a consolidation of Connacher's common shares on the basis of 800 existing common shares for 1 new common share.

The New Convertible Notes were issued to purchasers in Canada and the United States pursuant to available securities laws exemptions.

Norton Rose Fulbright Canada LLP (Calgary and Montreal offices) acted as legal counsel to Connacher. The team was led by Jennifer Kennedy, Howard Gorman and Rick Borden and included Rashi Sengar, Kathleen Cowick, Marlow Gereluk, Anna Wingfield, Jennifer Kwong, Kate Stevens, Sabrina Royer, Jonathan Watson, Kyle Johnson, Gautam Dhillon (Calgary Capital Markets), Bernette Ho (Calgary employment), John Cassell (Calgary litigation), Darren Hueppelsheuser and Brian Milne (Calgary Tax), and Peter Wiazowski (Montreal Capital Markets).