Long Run Exploration Ltd. Enters Into Agreement for $200 Million Private Placement - Seite 3

The Investment Agreement does not preclude Long Run from pursuing certain asset dispositions.

GOVERNANCE

Pursuant to a governance agreement to be entered into on closing of the Private Placement, the Board of Long Run will be reconstituted to be comprised of seven directors. Maple Marathon will have the right to nominate: (i) three directors when its holdings are equal to or more than 40% of the outstanding Common Shares; (ii) two directors when its holdings are equal to or more than 20% but less than 40% of the outstanding Common Shares; and (iii) one director when its holdings are more than 10% but less than 20% of the outstanding Common Shares. At closing of the Private Placement, the remaining Board seats will be filled by independent directors. Mr. William E. Andrew will remain as Chairman of the Board.

SPECIAL COMMITTEE AND ADVISORS

A special committee comprised of independent directors of Long Run (the "Special Committee") was constituted to consider and make recommendations to the Board in connection with, among other things, the Private Placement.

Scotia Waterous Inc. and National Bank Financial Inc. are acting as financial advisors to Long Run. Scotia Waterous Inc. is of the opinion, as of the date hereof, that the consideration to be received by Long Run pursuant to the Private Placement is fair, from a financial point of view, to Long Run (the "Fairness Opinion"). Macquarie Capital Markets Canada Ltd, FirstEnergy Capital Corp. and Cormark Securities Inc. are acting as strategic advisors to Long Run with respect to the Private Placement.

RECOMMENDATION OF THE BOARD

Based on the Fairness Opinion and the recommendation of the Special Committee, among other things, the Board has unanimously approved the Private Placement and determined that the Private Placement is in the best interests of Long Run. The Board unanimously recommends that Long Run shareholders vote in favour of the Private Placement at the Long Run Special Meeting.

ABOUT LONG RUN EXPLORATION

Long Run is a Calgary-based intermediate oil and natural gas company focused on development, exploration and production in the Western Canadian Sedimentary Basin. Targeting a production mix balanced between oil and natural gas, activities are concentrated in its core areas which include the Peace River Montney, the Deep Basin Cardium, the Redwater Viking and the Boyer Bluesky.