Date Closed

September 9, 2013

Lead Office

Calgary

Value

510.00 Million CAD

On September 9, 2013, TORC Oil & Gas Ltd. (TORC or the Company) announced the closing of its C$510 million acquisition of low decline, high netback, light oil producing assets in southeast Saskatchewan and the strategic transition of the Company’s business model to an intermediate light oil producer paying sustainable dividends while also delivering disciplined per share production growth. The acquired assets are complementary to TORC’s current light oil platform in the Cardium trend and the emerging play at Monarch and position TORC for sustainable dividends to shareholders while providing a balanced approach to disciplined growth.

In conjunction with the acquisition, TORC secured a cornerstone equity investment by the Canada Pension Plan Investment Board (CPPIB) for C$170 million through a private placement of subscription receipts (the CPPIB Investment) and completed a C$242 million bought deal prospectus offering of subscription receipts. All subscription receipts issued pursuant to the CPPIB Investment and the prospectus offering have been converted to TORC common shares effective as of September 9, 2013.

TORC has received the requisite shareholder and regulatory approval to effect a share consolidation on a 1 for 5 basis effective on the close of acquisition. TORC intends to effect the consolidation on September 10, 2013, and Letters of Transmittal will be mailed to TORC registered shareholders concurrently with the consolidation. It is anticipated that the TORC common shares will trade on a post-consolidated basis on the Toronto Stock Exchange shortly thereafter.

The dividend will initially be set at C$0.50 per share per annum (post share consolidation), payable monthly. TORC expects to pay the first dividend to shareholders of record as at September 30, 2013 on October 15, 2013. To the extent permitted by the Income Tax Act (Canada) (Tax Act), the Company intends to designate all dividends as "eligible dividends" for the purposes of the Tax Act.

TORC, headquartered in Calgary, Alberta is a company engaged in the acquisition, exploration, development and production of crude oil and natural gas assets.

McCarthy Tétrault LLP represented TORC Oil & Gas as acquiror. The team was led by Jim Pasieka.