Creating a New Public Canadian Oil & Gas Champion

August 2023

F O R W A R D L O O K I N G S T A T E M E N T S

This presentation contains certain statements and information that constitute forward looking statements and forward looking information as defined under applicable securities legislation (collectively, "forward looking statements"). These forward looking statements relate to future events or future performance of SRL. All statements other than statements of historical fact are forward looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward looking statements. These statements involve

known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking statements. No assurance can be given that these expectations will prove to be correct and such forward looking statements included in this presentation should not be unduly relied upon. These statements speak only as of the date of this presentation. This presentation contains forward looking statements attributed to third party industry sources.

In particular and without limitation, in this presentation there are forward looking statements pertaining to: the reserve potential of SRL's assets, including reserve life index (RLI); the anticipated estimated production rates from SRL's assets, including average production rates; the estimated base and normalized declined rates of production; SRL's plans to deploy capital; future commodity cost prices and costs, including price differentials; expectations with respect to production and debt adjusted production, funds flow, corporate decline rate, funds from operations, asset retirement costs, future capital investment, corporate capital expenditures, net debt, net debt to funds flow from operations, debt adjusted cash flow, capital efficiencies and cost reductions, free cash flow, availability, amount, from and preservation of liquidity, amounts to be drawn on credit facility, netbacks including operating netback, future cash return on invested capital, future funds flow per share and other financial results; pro forma capitalization; anticipated liquidity and leverage ratios; SRL's capital expenditure programs and future capital requirements; SRL's finding and development costs; SRL's expectations with respect to sustainable cost control; expectations and assumptions with respect to SRL's supply costs and breakeven prices; SRL's annual production growth rate and growth inventory; the estimated quantity and value of SRL's proved and probable reserves; expectations that SRL's competitive advantages will yield successful execution of its business strategy; expectations and assumptions regarding continued sufficient market access through certain delivery methods, including crude by rail; expectations and assumptions regarding strategies employed by competitors; cash available for the funding of SRL's capital expenditures; outstanding indebtedness; the level of production anticipated by SRL; expectations and assumptions regarding SRL's ability to manage commodity price risk, including SRL's anticipated hedging strategy and activities; expectations regarding SRL's anticipated percentage of hedged production in 2021; SRL's ability to repeat past operations and results; SRL's anticipated well completions; SRL's anticipated drilling plans, well additions and well conversions; SRL's plans for exploration and development activities and the expected results for such activities; and SRL's access to capital and overall strategy, development and drilling plans for all of SRL's assets.

With respect to forward looking statements contained in this presentation, assumptions have been made regarding, among other things: the anticipated impact of the coronavirus ("COVID 19") pandemic on SRL's business, operating results, cash flows and/or financial conditions; future crude oil, NGL and natural gas prices; future swap volumes and average prices; future exchange rates; anticipated emerging resource plays; SRL's ability to obtain qualified staff and equipment in a timely and cost efficient manner; the regulatory framework governing royalties, taxes and environmental matters in the jurisdictions in which SRL conducts its business and any other jurisdictions in which SRL may conduct its business in the future; SRL's ability to market production of oil and natural gas successfully to customers; SRL's future production levels; the applicability of technologies for recovery and production of SRL's reserves; the recoverability of SRL's reserves; future capital expenditures to be made by SRL; future cash flows from production meeting the expectations stated in this presentation; future sources of funding for SRL's capital program; SRL's future debt levels; estimates in respect of SRL's reserves; the geography of the areas in which SRL is conducting exploration and development activities; the impact of competition on SRL; and SRL's ability to obtain future financing on acceptable terms or at all.

Actual results could differ materially from those anticipated in these forward looking statements as a result of the risk factors including, but not limited to: risks relating to the current and potential adverse impacts of the COVID-19 pandemic; business operations and capital costs; USD/CAD exchange rates; SRL's status and stage of development and the management of growth; general economic, market and business conditions; volatility in market prices and demand for crude oil and natural gas and hedging activities related thereto; seasonality of the Canadian oil and natural gas industry; risks related to the exploration, development and production of oil and natural gas reserves; current global financial conditions, including fluctuations in interest rates, foreign exchange rates and stock market volatility; risks related to the timing of completion of the SRL's projects; competition for, among other things, capital, the acquisition of reserves and skilled personnel; operational hazards; actions by governmental authorities, including changes in government regulation and taxation; the impact that government assistance programs could have on SRL in connection with, among other things, the COVID-19 pandemic and other regional and/or global health related events; environmental risks and hazards; risks inherent in the exploration, development and production of oil and natural gas which may create liability to SRL in excess of SRL's insurance coverage; cost of new technologies; failure to accurately estimate abandonment and reclamation costs; failure of third parties' reviews, reports and projections to be accurate; the availability of capital on acceptable terms; political risks; climate change; changes to royalty or tax regimes; the failure of SRL or the holders of certain licenses or leases to meet specific requirements of such licenses or leases; claims made in respect of SRL's properties or assets; aboriginal claims; unforeseen title defects; risks arising from future acquisition activities; potential conflicts of interest; the potential for management estimates and assumptions to be inaccurate; risks associated with establishing and maintaining systems of internal controls; risks related to the reliance on historical financial information; liquidity and additional funding requirements; additional indebtedness; failure to engage or retain key personnel; potential losses which would stem from any disruptions in production, including work stoppages or other labor difficulties, or disruptions in the transportation network on which SRL is reliant; uncertainties inherent in estimating quantities of oil and natural gas reserves; failure to acquire or develop replacement reserves; geological, technical, drilling and processing problems, including the availability of equipment and access to properties; and disclosure of confidential information of SRL. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive especially in light of the global spread of COVID-19 and the uncertainties and unknown risks arising therefrom. In addition, information and statements in this presentation relating to "reserves" are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated, and that the reserves described can be profitably produced in the future.

This presentation contains guidance regarding our estimated future production, capital expenditures, expenses and other matters. This guidance is based on certain assumptions and analyses made by SRL and is affected by such factors as market demand for oil and natural gas and commodity price volatility, which will be directly affected by the availability of capital, drilling and production costs, developmental drilling tests and results, commodity prices, availability of drilling services and equipment, lease expirations, transportation constraints, regulatory approvals, field spacing rules and actual drilling results. This guidance is speculative by its nature and, accordingly, is subject to great risk of not being actually realized by SRL.

Any financial outlook and future oriented financial information contained in this presentation about prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available and is subject to the same risk factors, limitations and qualifications as set forth above. The financial information included in this presentation has been prepared by, and is the responsibility of, management. SRL and its management believe that such financial information has been prepared on a reasonable basis, reflecting the best estimates and judgments, and that any prospective financial information represents, to the best of management's knowledge and opinion, SRL's expected course of action. However, because this prospective information is highly subjective, it should not be relied on as necessarily indicative of past or future results.

This presentation (and any attachments) is for informational purposes only, and shall not constitute an offer to purchase or sell, or the solicitation of an offer to purchase or sell, any securities in any jurisdiction where such an offer or solicitation would be in violation of any local laws. Nothing contained herein constitutes tax, accounting, financial, investment, regulatory, legal or other advice, and all investors are advised to consult with their tax, accounting, financial, investment, regulatory or legal advisers regarding any potential investment. The information presented in these materials has been developed internally and/or obtained from sources believed to be reliable; however, the parties do not guarantee or give any warranty as to the accuracy, adequacy, timeliness or completeness of such information, and assumes no responsibility for independent verification of such information.

The forward looking statements included in this presentation are expressly qualified by this cautionary statement and are made as of the date of this presentation. SRL does not undertake any obligation to publicly update or revise any forward looking statements except as required by applicable securities laws.

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S T R A T H C O N A ( " S R L " ) / W A T E R O U S E N E R G Y F U N D ( " W E F " ) B I O S

Adam Waterous

Executive Chairman

SRL

Managing Partner

WEF

Rob Morgan

President & CEO

SRL

Connor Waterous

Senior VP & CFO

SRL

Managing Director

WEF

  • Founder, Managing Partner and CEO of WEF
  • 30+ years of experience in oil and gas M&A
  • Former Global Head of Investment Banking and Head of Energy and Power at Scotiabank
  • Founder of Waterous & Co., an energy investment banking firm, acquired by Scotiabank in 2005
  • Chairman of the Board of the Banff Centre for Arts and Creativity
  • Harvard Business School MBA, Baker Scholar
  • President and Chief Executive Officer of Strathcona (previously Cona) since 2017
  • 35+ years of technical and management experience in oil and gas with a focus on heavy oil
  • Former Senior Vice President and Chief Operating Officer of Crew Energy Inc.
  • Former senior management at Harvest Operations Corporation, Viking Energy Trust and Petrovera Resources Ltd
  • Registered Professional Engineer in Alberta with a BSC in Chemical Engineering from the University of Saskatchewan
  • Co-founderand Managing Director of WEF
  • 10+ years of experience in oil and gas private equity experience
  • Former member of Kohlberg Kravis Roberts (KKR) and Blackstone's energy private equity teams
  • Graduated Magna Cum Laude with a Bachelor of Arts in Economics from Harvard College, where he was elected Phi Beta Kappa and was named a John Harvard Scholar

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T R A N S A C T I O N O V E R V I E W

Strathcona is pleased to announced the all-share acquisition of Pipestone Energy Corp. (TSX:PIPE) as part of a "go-public" transaction

Transaction Details

  • All share acquisition of Pipestone Energy Corp. (TSX:PIPE) by Strathcona

Simplified Structure Chart

Status Quo

Pro Forma

- Existing PIPE shareholders

receive ~9.05% of the pro forma

company on a fully-diluted basis

(8.87% basic)

Strathcona to become a publicly-

traded reporting issuer

PIPE Public

Shareholders

Strathcona

Shareholders

(99.7 % WEF)

PIPE Public

Shareholders

Strathcona

Shareholders

(99.7 % WEF)

Pro forma initial market

capitalization of ~C$8.6 billion(1),

~C$2.9 billion pro forma debt,

~C$11.5 billion enterprise value

Transaction to be completed via

Plan of Arrangement

- PIPE shareholder meeting

expected late September

- Anticipated closing early Q4

100%

Pipestone

Energy Corp.

(TSX:PIPE)

100%

Strathcona

Resources Ltd.

(Private)

~9% ~91%

Strathcona

Resources Ltd.

(Public)

  • Shareholders represented on the board of directors and management, representing >39% of the shares outstanding, have entered into "hard lock" support agreements to vote for the transaction

(1)

Based on PIPE closing share price on July 31, 2023 ($2.72 / share).

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I. How We Got Here and Where Are We Going

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Disclaimer

Pipestone Energy Corp. published this content on 02 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 August 2023 13:47:05 UTC.