Marquee Energy Ltd. (TSXV:MQL) entered into an arrangement agreement to acquire Alberta Oilsands Inc. (TSXV:AOS) from a consortium of investors in a reverse merger transaction on August 19, 2016. on August 19, 2016. As per the terms of the agreement, holders of common shares in the capital of Marquee will receive 1.67 common shares in the capital of Alberta Oilsands for each Marquee Share held. Immediately following the completion of the Arrangement, Alberta Oilsands will amalgamate with Marquee and the amalgamated company will adopt the name Marquee Energy Ltd. On completion of the Arrangement, Marquee Shareholders will own approximately 49% of the common shares of the combined company. Marquee and Alberta Oilsands have each granted the other the right to match any such superior proposal, and have agreed to pay a non-completion fee of CAD 1.5 million to the other in certain circumstances as set forth in the Arrangement Agreement, including upon the acceptance of a superior proposal.

The Marquee management team, led by Richard Thompson, President and Chief Executive Officer, will manage the combined company. Upon closing of the Arrangement, it is anticipated that the board of directors of the combined company will include four nominees from Alberta Oilsands and four nominees from Marquee.

The completion of the Arrangement is subject to receipt of the approval of the Alberta Court of Queen's Bench, third party approvals, exercise of options, execution of support agreements, dissent rights limited, lenders approvals, the receipt of all necessary regulatory and stock exchange approvals, the receipt of the requisite approval of Marquee Shareholders, and the satisfaction or waiver of certain other closing conditions that are customary for a transaction of this nature. The boards of directors of Marquee and Alberta Oilsands have approved the Arrangement. Directors, management and significant shareholders of Alberta Oilsands, including Bruce Mitchell, the largest shareholder of Alberta Oilsands, have entered into agreements with Marquee pursuant to which they have agreed to, among other things, support the transactions contemplated in the Arrangement Agreement. Certain Marquee shareholders, including all officers and directors, who collectively hold approximately 23% of the issued and outstanding Marquee Shares, have entered into agreements with Alberta Oilsands pursuant to which they have agreed to, among other things, vote their Marquee Shares in favor of the Arrangement at the meeting of Marquee Shareholders called to consider the Arrangement.

As on September 8, 2016, TSX Venture Exchange has deferred its decision on the acceptance or denial of acceptance of the transaction until after the annual and special meeting of shareholders of Alberta Oilsands, scheduled for November 15, 2016. The arrangement is expected to close shortly following the shareholder meeting which will be held on September 21, 2016. As of September 16, 2016, Court of Queen's Bench of Alberta ordered that the final order application of Marquee Energy Ltd. to the Court is adjourned and shall not be brought back on for hearing until Alberta Oilsands has held a shareholders meeting to consider and vote upon the Arrangement on the terms provided in the Court's Order. Under the terms of the Order, the number of votes required to pass the resolution of Alberta Oilsands shareholders approving the Arrangement shall be not less than two-thirds of the votes duly cast by Alberta Oilsands shareholders.

Court of Queen's Bench of Alberta had a hearing on November 9, 2016 and on November 15, 2016, Court of Appeal of Alberta advised counsel for Alberta Oilsands, Marquee and Smoothwater Capital Corp. that the appeal by Marquee will be allowed. As on November 28, 2016, Marquee and Alberta Oilsands reached a settlement with Smoothwater Capital Corp. in respect of Smoothwater's prior opposition to the transaction. A vote of the shareholders of Alberta Oilsands to approve the arrangement will not be required. Marquee shareholders approved the deal at a special meeting of Marquee shareholders and that it intends to seek a final order from the court in respect of the arrangement as soon as reasonably practical. Closing of the arrangement is expected to occur shortly after Marquee obtains final approval from the court, subject to the approval of the TSX Venture Exchange and the satisfaction or waiver of certain additional customary closing conditions. On November 23, 2016, the transaction was approved by the TSX Venture Exchange. The Court of Queen's Bench of Alberta approved the transaction on November 30, 2016.

GMP Securities L.P. and National Bank Financial Inc. acted as financial advisors to Marquee. Tiger Capital Advisors Inc. acted as financial advisor to Alberta Oilsands. Doug Stuve of Burstall Winger LLP acted as the legal advisor for Alberta Oilsands Inc. Brent Kraus of Bennett Jones LLP acted as the legal advisor for Marquee Energy Ltd. Janan Paskaran and Mike Pedlow of Torys LLP advised Cormark Securities, who acted as financial advisors to the board of directors of Alberta Oilsands Inc. Canaccord Genuity Group Inc. acted as financial advisor to Marquee Energy Ltd.