APPEA Brisbane Qld May 2013 Deloitte LLP and affiliated entities. Corporate Tax International and M&A Tax Transfer Pricing Indirect Tax Global Employer Services Tax Human Capital Strategy & Operations Technology Consulting Corporate Finance M&A Transaction Services Valuation Services Forensic & Dispute Services Reorganization Services Financial Advisory Control Assurance Risk Consulting & Regular Services Capital Markets Enterprise Risk Services Assurance & Advisory High Value Transaction Private Company Services Audit Financial Advisory Core Service Pillars 1 Valuation Reorganization M&A Transaction Forensic & Dispute Corporate Finance Business and intangible asset valuations Fairness opinions Goodwill impairment Pricing analysis Purchase price allocation Structured finance Real estate Resource Evaluation & Advisory Technical & strategic advisory services Asset evaluations, resource studies and business optimization Advisory services Insolvency services Liquidation Loan portfolio management Performance improvement Turnaround M&A strategy Acquisition due diligence Lender due diligence Sell side advisory AIM listings IPO readiness Real estate advisory Target screening SPA advisory Post merger integration Analytical and forensic technology Anti-corruption services Anti-money laundering Arbitrational and dispute resolution Business insurance consulting Class action services Construction advisory Expert witness Forensic audit assistance Forensic investigations Litigation advisory Capital raising and advisory Flotations, acquisitions, and reverse takeovers Mergers, acquisitions and divestitures Private equity fundraising Public-private partnerships Strategic advice and value enhancement and realizations 350+ Professional Staff 60+ Partners & Associate Partners Financial Advisory Canada Deloitte Canada at a glance 1 Deloitte LLP and affiliated entities. Financial, tax, IT, and commercial due diligence Transaction execution, closing and post closing support Integration advisory Vendor due diligence Corporate Finance Advisory Upstream / Unconventional / mid- stream / downstream / equipment & services Lead advisory Management buy-outs and ins Buy-side and sell-side Privatisations, partnerships & joint ventures Asset & corporate acquisition / disposal Portfolio rationalisation Public / private Global & regional search mandates Acquisition structuring advisory Acquisition financing advisory Acquisition and merger integration Cost reduction Assisting with assessing and redefining a competitive strategy Assisting with developing and implementing a divestiture strategy Assisting with the development of corporate and technological strategies to increase innovation and growth Acquisition structuring Developing foreign tax strategies International tax Indirect tax Transfer pricing PetroView: Oil and gas upstream data management and analysis PetroScope: Economic modelling to manage uncertainty PetroReports: Suite of upstream oil and gas reports Global Network of Oil & Gas Experts Tax Advisory Consulting Transaction Services Petroleum Services Group Deloittes value proposition for the energy industry 2 Technical Advisory Reservoir engineering Geosciences Resource Studies Resource Evaluation & Advisory A single point of contact for your requirements Deloitte LLP and affiliated entities. 3 Services Reservoir Engineering Year end corporate evaluations/audits and reports for regulatory agencies and financial institutions Government regulatory application filings Geological, engineering, and economic evaluation services for fledging enterprises and start-up companies Computer simulation modeling for optimizing reservoir recoveries Geosciences Resource assessments and resource studies Geological and subsurface mapping of reserves Evaluation of exploratory and/or undeveloped lands Prospect evaluation and play analysis Property development strategies Petrophysical analysis Full complement of geophysical software and experience Advanced geotechnical analysis Advisory Advising senior management on specific opportunities involving acquisition or divestiture assets Expert witness testimony Private & Confidential Deloitte acquired AJM Petroleum Consultants, one of the leading reservoir engineering and geological consultancies in North America to provide a consolidated M&A, financial and technical offering Overview Approx 50 employees Technical staff includes 27 members of APEGGA 19 Registered Professionals 8 MITs (members in training) Exploration & Production (E&P) experience held by 14 of 19 Registered Professionals Executive/Senior Management E&P experience held by 6 of 19 Registered Professionals. Companies include CNRL, Talisman, Encana, Encor, Amoco, Marathon, Crestar, Rigel, Murphy, Westward E&P experience held in core areas: CBM, Shale Gas, Heavy Oil, Tight Gas, Unconventional Oil Reservoirs, ER- EOR Resource Evaluation & Advisory (REA) Deloitte LLP and affiliated entities. Acquisition and divestiture services REAs expertise: Independent engineering reports that define what is being acquired/divested Detailed evaluation of the key properties and production Extensive analysis of key factors influencing current and future potential Evaluation of exploratory and/or undeveloped lands Assessment and/or provision of exploitation enhancement plans Economic analysis and cash flow forecasts Consideration of the effect of price forecasts on transaction value Transaction advice; bidding strategies Reports and/or conversions provided in Mosaic, Energy Navigator, World PEEP Intimate knowledge of industry reserve definitions and standards Canadian Oil and Gas Evaluation Handbook (COGEH) and the Petroleum Resources Management System (PRMS) Well versed in regulatory regimes for securities filings NI 51-101 (Canada), SEC (US), AIM (UK), PRMS (Australia, Hong Kong) REA reports have been used for securities filings with the Toronto, New York, London, Oslo and other international exchanges 4 Deloitte LLP and affiliated entities. Acquisition and divestiture services REAs expertise: Over $13 Billion of transaction evaluation support over the past few years Acquisitions in excess of $7 Billion: TAQA ($5.5B), Anadarko ($1.0B) plus numerous smaller asset purchases (>$0.5B) Divestitures in excess of $6 Billion: Talisman ($4.0B), Devon ($1.0B), Samson ($1.0B) plus many more smaller companies Work relationship with all major marketers in Canada: RBC Rundle, Scotia Waterous, Macquarie, CIBC World Markets, TD Securities, Sayer Energy Advisors 5 Deloitte LLP and affiliated entities. REAs A&D evaluation process Meet with client Access data Clarify project scope and deliverables Generate database(s) Review/analyze/prepare geological parameters/maps Review/analyze/prepare production and reserve forecast Categories include contingent resource, 3P, 2P, and 1P Review/analyze/prepare operating and capital cost history/projection, royalties, and product pricing Prepare economic model Liaise with client, discuss additions/changes/needs Prepare draft for client Provide draft report to client Discuss any late additions or changes Client to sign-off on draft Prepare final report Deliver to client Evaluate Assets Final Report Initial Project Client Review 6 Deloitte LLP and affiliated entities. Our suite of M&A services Oil and gas M&A Lifecycle Our suite of M&A services Deloitte is the only professional services firm with the breadth and depth to offer a fully integrated suite of M&A services including a global footprint of over 3,000 M&A professionals and a team of 50 in-house technical oil and gas experts through REA. Our value proposition 7 Deloitte LLP and affiliated entities. Our suite of M&A services Oil and gas Deloitte, one of Canada's leading professional services firms, provides audit, tax, consulting, and financial advisory services. Deloitte LLP, an Ontario limited liability partnership, is the Canadian member firm of Deloitte Touche Tohmatsu Limited. Deloitte operates in Quebec as Deloitte s.e.n.c.r.l., a Quebec limited liability partnership. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firmsDeloitte & Touche LLP and affiliated entities. Deloitte LLP and affiliated entities. Contact us For more information about how Deloitte can help add value to your M&A process, please contact one of our local M&A professionals below: Deal size: $19.0 billion Purchase Price Allocation and Post Merger Integration work related to Petro-Canada merger Financial and tax due diligence in connection with multiple acquisitions including: Villanova Energy ($123.1m) Gibraltar Exploration ($186.5m) Wave Energy ($665.3m) TriAxon Resources ($248.7m) Wild River Resources ($136.3m) Financial and tax due diligence in connection with an equity and project level investment in Penn West Energy Trust Deal size: $1.3 billion Numerous valuation and M&A advisory assignments. M&A Qualifications Advisory role in relation to the formation of the TPG Partnership by BP Canada and Value Creation Inc. Financial and tax due diligence and M&A advisory in connection with acquisition of a gas field asset from Encana. Deal size: $152 million M&A Qualifications AJ M Deloitte has prepared reserve evaluations related to various domestic asset dispositions. AJ M Deloitte conducted reserve evaluations and provided advisory support in relation to the acquisitions of Prime West Energy Trust and Pioneer Canada Ltd. Aggregate deal size: $5.5 billion Aggregate deal size: In excess of $4 billion 8 J eff Lyons Partner | Financial Advisory Leader, Calgary Email: jlyons@deloitte.ca Tel: (403) 267-1708 Robin Mann Partner | Resource Evaluation & Advisory Email: rcmann@deloitte.ca Tel: (403) 648-3210 Michael R. Smith Partner | M&A Tax Email:michaesmith@deloitte.ca Tel: (403) 267-0661 Barry Ashton Executive Advisor | Resource Evaluation & Advisory Email: bashton@deloitte.ca Tel: (403) 648-3232 J amie Avey Senior Manager | M&A Transaction Services Email: javey@deloitte.ca Tel: (403) 503-1353 J ohn Abbott Senior Advisor | Capital Markets Advisory Email: joabbott@deloitte.ca Tel: (403) 267-1809 Deloitte LLP and affiliated entities. Merger strategy development Target screening & identification Preliminary due diligence (financial, operational & strategic) Projected synergies and value drivers Negotiate letter of intent Definitive due diligence Negotiate final transaction Implementation and transaction closing preparation Closing and execute implementation plan Implementation planning Phase 1 Phase 2 Phase 3 Phase 4 Board or steering committee approval Completed letter of intent Term sheet Executed purchase agreement Transfer of ownership / closing documentation Develop and Review M&A strategy and development of acquisition criteria Deloittes integrated capability throughout the M&A process Analyze tax cash flows post completion Determine how buyers can minimize transaction costs and post completion taxes Determine how buyer can protect themselves against post completion taxes Advise how management can be incentivized tax effectively Assisting in the development of an overall strategy including investment and negotiation strategy, define action plans with timeframe and steps to be taken Determine relative fair market value of targeted company by performing valuation analysis using industry standard valuation methodologies Assist in the structuring of offers and negotiation of Sale and Purchase Agreement (the SPA) and other relevant transaction documentation together with the your legal advisor Assist in the coordination of information flow between the sellers and the buyer Understand potential contingencies and commitments Understand underlying profitability of the target Determine impact of accounting policies and financial reporting process Assess the quality of management and information Convert diligence findings into value M & A
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D i l i g e n c e M&A Advisory Tax Structuring & Due Diligence Financial Due Diligence 9 Deloitte LLP and affiliated entities. Global footprint Full suite of due diligence and other transaction services Tax structuring and optimization Lead complete M&A advisory Independent advice Advisory for upstream A&D activities Technical Oil & Gas team Competitive fee for service arrangements Research, trading and financing Deloitte Other Big 4 Full service I-banks Boutique I-banks Our value proposition 10 Deloitte LLP and affiliated entities. Our global M&A network With more than 3,000 dedicated M&A specialists around the globe, Deloitte delivers comprehensive financial advisory, tax and consulting services to both private equity investors and strategic corporate buyers The breadth and depth of Deloittes global network allows our team to execute successful transactions locally and globally Canada & United States Chicago Detroit Los Angeles Montreal New York Toronto Calgary Vancouver Latin & South America Buenos Aires Mexico City Santiago Africa J ohannesburg Australia & New Zealand Adelaide Auckland Brisbane Melbourne Perth Sydney Asia Beijing Mumbai Hong Kong Seoul Tokyo Europe Amsterdam Barcelona Brussels Copenhagen Dublin Edinburgh Frankfurt Glasgow Helsinki Lisbon London Madrid Milan Munich Oslo Paris Rome Stockholm Middle East United Arab Emirates Bahrain Omar Qatar Egypt 11