Long Run Exploration Ltd. Enters Into Agreement for $200 Million Private Placement - Seite 2

As Maple Marathon will acquire more than 20% of the outstanding Common Shares of Long Run, the TSX rules require that the Private Placement be approved by the shareholders of Long Run at a special meeting to be called for such purpose (the "Long Run Special Meeting"). In addition, pursuant to the rules of the HKSE, the Private Placement will require approval of the shareholders of MIE.

Pursuant to the Investment Agreement, an information circular is required to be mailed to the holders of Long Run Common Shares prior to October 15, 2015 for the Long Run Special Meeting required to be held prior to November 15, 2015, where Long Run shareholders will vote on the Private Placement. Completion of the Private Placement is expected to occur following the receipt of shareholder and regulatory approvals and is currently expected to occur in late November 2015.

Directors, officers and other shareholders of Long Run, holding in aggregate approximately 11% of the issued and outstanding Common Shares (on a non-diluted basis), have agreed to vote their Common Shares in favour of the Private Placement at the Long Run Special Meeting. The principal shareholder of MIE, holding in the aggregate approximately 54% of the issued and outstanding common shares of MIE (on a non-diluted basis), has agreed to vote in favour of the Private Placement at the MIE meeting of shareholders to be held to consider the Private Placement.

INVESTMENT AGREEMENT

Under the terms of the Investment Agreement, Long Run has agreed that it will not solicit or initiate any inquiries or discussions regarding alternate business combinations or acquisition proposals. In certain circumstances, Long Run has agreed to pay a termination fee of $25 million to Maple Marathon, including if Long Run terminates the Investment Agreement to enter into an agreement with respect to a superior proposal or if the board of directors of Long Run (the "Board") withdraws or modifies its recommendation with respect to the Private Placement. Maple Marathon has agreed to pay a termination fee of $25 million to Long Run in the event that the Investment Agreement is terminated as a result of the failure of Maple Marathon to secure the required financing.