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Spartan Delta Corp. — Proxy Solicitation & Information Statement 2023
Apr 20, 2023
45838_rns_2023-04-20_e37d6436-44ea-4cb1-a971-2b995b410949.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2023
AND
MANAGEMENT INFORMATION CIRCULAR
April 14, 2023
TABLE OF CONTENTS
PURPOSE OF SOLICITATION..................................................................................................................... 1 GLOSSARY OF TERMS ............................................................................................................................... 3 GENERAL INFORMATION ........................................................................................................................... 8 CURRENCY .................................................................................................................................................. 8 FORWARD-LOOKING STATEMENTS ......................................................................................................... 8 THE TRANSACTION .................................................................................................................................... 9 Corporate Update ................................................................................................................................... 9 Background to the Transaction ............................................................................................................... 9 Transaction Overview ........................................................................................................................... 10 Financial Advisors and Fairness Opinions ........................................................................................... 10 Recommendation of Spartan Board and Management Team .............................................................. 10 Asset Sale ............................................................................................................................................. 11 Spartan Delta Corp., a Deep Basin Focused Corporation ................................................................... 11 Logan Energy Corp. ............................................................................................................................. 12 The Distribution..................................................................................................................................... 14 ADVISORY REGARDING OIL AND GAS INFORMATION ........................................................................ 14 SELECTED ABBREVIATIONS ................................................................................................................... 18 SELECTED CONVERSIONS...................................................................................................................... 18 NON-GAAP MEASURES ............................................................................................................................ 18 RISK FACTORS .......................................................................................................................................... 19 RECORD DATE .......................................................................................................................................... 20 PROXY INFORMATION ............................................................................................................................. 20 Solicitation of Proxies ........................................................................................................................... 20 Completion of Proxies .......................................................................................................................... 20 Revocation of Proxies ........................................................................................................................... 21 Exercise of Discretion by Proxies ......................................................................................................... 21 Advice to Beneficial Spartan Shareholders .......................................................................................... 22 SECURITIES LAW MATTERS.................................................................................................................... 23 DISTRIBUTION PROCEDURE FOR SPARTAN SHAREHOLDERS ......................................................... 25 INFORMATION CONCERNING THE COMPANY ...................................................................................... 27 INFORMATION CONCERNING LOGAN .................................................................................................... 27 SPARTAN SHARES AND PRINCIPAL HOLDERS THEREOF .................................................................. 29 MATTERS TO BE ACTED UPON .............................................................................................................. 29 FIXING NUMBER OF DIRECTORS ........................................................................................................... 30 ELECTION OF DIRECTORS ...................................................................................................................... 30 Corporate Cease Trade Orders or Bankruptcies .................................................................................. 32 Personal Bankruptcies .......................................................................................................................... 32 Penalties and Sanctions ....................................................................................................................... 32 APPOINTMENT OF AUDITORS ................................................................................................................ 33 APPROVAL OF REDUCTION OF STATED CAPITAL OF SPARTAN SHARES ....................................... 33 APPROVAL OF THE LOGAN SHARE AWARD INCENTIVE PLAN .......................................................... 35 APPROVAL OF THE LOGAN FINANCING ................................................................................................ 36
( i )
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...................................................... 37 Certain Canadian Federal Income Tax Considerations ....................................................................... 37 Resident Shareholders ......................................................................................................................... 39 Non-Resident Shareholders ................................................................................................................. 41 OTHER MATTERS COMING BEFORE THE MEETING ............................................................................ 43 STATEMENT OF EXECUTIVE COMPENSATION .................................................................................... 43 Compensation Discussion and Analysis .............................................................................................. 43 Compensation Philosophy, Objectives and Governance ..................................................................... 43 Compensation Process ........................................................................................................................ 43 Elements of Executive Compensation .................................................................................................. 44 Elements of Director Compensation ..................................................................................................... 46 Performance Graph .............................................................................................................................. 46 Summary Compensation Table ............................................................................................................ 47 Spartan Options and Other Compensation Securities ......................................................................... 48 Incentive Plan Awards – Value Vested or Earned During the Year ..................................................... 49 Spartan Stock Option Plan ................................................................................................................... 50 Spartan Share Award Incentive Plan.................................................................................................... 53 Employee Stock Purchase Plan ........................................................................................................... 57 Employment, Consulting and Management Agreements ..................................................................... 58 EQUITY COMPENSATION PLAN INFORMATION .................................................................................... 59 DIVIDEND POLICY ..................................................................................................................................... 60 INDEBTEDNESS OF DIRECTORS AND OFFICERS ................................................................................ 60 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................ 60 INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON .............. 60 CORPORATE GOVERNANCE PRACTICES ............................................................................................. 60 Independence of Members of the Spartan Board ................................................................................ 60 Board Oversight .................................................................................................................................... 61 Directorships in Other Reporting Issuers ............................................................................................. 61 Board Mandate ..................................................................................................................................... 61 Position Descriptions ............................................................................................................................ 62 Orientation and Continuing Education .................................................................................................. 62 Ethical Business Conduct ..................................................................................................................... 62 Corporate Governance Committee ....................................................................................................... 63 Compensation Committee .................................................................................................................... 63 Audit Committee ................................................................................................................................... 64 Reserves and Environment Committee ................................................................................................ 64 Assessments ........................................................................................................................................ 64 Director Term Limits and Other Mechanisms of Board Renewal ......................................................... 65 Policies Regarding the Representation of Women on the Spartan Board ........................................... 65 Consideration of the Representation of Women in the Director Identification and Selection Process 65 Consideration of the Representation of Women in the Executive Officer Appointments ..................... 65 Targets regarding the Representation of Women on the Spartan Board and in Executive Officer Positions ............................................................................................................................................... 65 Number of Women on the Spartan Board and in Executive Officer Positions ..................................... 66 AUDIT COMMITTEE ................................................................................................................................... 66 ADDITIONAL INFORMATION .................................................................................................................... 66
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ADDENDA
APPENDIX "A" INFORMATION CONCERNING LOGAN ENERGY CORP. APPENDIX "B" LOGAN ENERGY CORP. – STOCK OPTION PLAN APPENDIX "C" LOGAN ENERGY CORP. – SHARE AWARD INCENTIVE PLAN
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SPARTAN DELTA CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF SPARTAN DELTA CORP. TO BE HELD ON MAY 16, 2023
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Spartan Shares ") in the capital of Spartan Delta Corp. (the " Company ") will be held at 2:00 p.m. (MT) on Tuesday, May 16, 2023, in person at the offices of Stikeman Elliott LLP, 4300 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, T2P 5C5, and virtually at https://web.lumiagm.com/286181357, for the following purposes:
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to receive the financial statements of the Company for the fiscal year ended December 31, 2022 and the report of the auditors thereon;
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to fix the number of directors of the Company to be elected at six (6);
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to elect directors of the Company for the ensuing year;
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to appoint the auditors of the Company to hold office until the next annual meeting of the Shareholders and authorize the directors to fix their remuneration;
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to authorize the board of directors of the Company to reduce the stated capital account maintained in respect of the Spartan Shares;
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to authorize, approve, ratify and confirm the stock option plan of Logan Energy Corp. (" Logan "), a newly formed subsidiary of the Company, as further described in the management information circular (the " Information Circular ") of Spartan dated April 14, 2023;
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to authorize, approve, ratify and confirm the share award incentive plan of Logan, as further described in the Information Circular;
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to authorize and approve the non-brokered private placement of securities of Logan, as further described in the Information Circular; and
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to transact such other business as may properly come before the meeting or any adjournments thereof.
The Information Circular relating to the business to be conducted at the Meeting accompanies this Notice. Only Shareholders of record at the close of business on April 11, 2023 (the " Record Date ") are entitled to notice of and to attend the Meeting or any adjournment or adjournments thereof and to vote thereat, unless, after the Record Date, a holder of record transfers his or her Spartan Shares and the transferee, upon producing properly endorsed share certificates or otherwise establishing that he or she owns such Spartan Shares, requests, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote such Spartan Shares, in which case such transferee shall be entitled to vote such Spartan Shares, as the case may be, at the Meeting.
Shareholders may vote in person or virtually at the Meeting or any adjournment or adjournments thereof, or they may appoint another person (who need not be a Shareholder) as their proxy to attend and vote in their place.
Registered Shareholders are requested to date and sign the enclosed form of proxy (the "Form of Proxy") and return it to the Company's transfer agent, Odyssey Trust Company ("Odyssey"). To be effective, the Form of Proxy must be mailed so as to reach or be deposited with Odyssey, at Trader's Bank Building 702, 67 Yonge Street Toronto, Ontario, M5E 1J8, Attention: Proxy Department or by fax at (800) 517-4553 not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment thereof or may be accepted by the Chair of the Meeting at his or her discretion prior to the commencement of the Meeting. The Form of Proxy or
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other instrument used to appoint a proxy shall be executed by the Shareholder or their attorney, or if such Shareholder is a corporation, under the corporate seal, and executed by a director, officer or attorney thereof duly authorized. Alternatively, a registered Shareholder may complete their Form of Proxy online at https://login.odysseytrust.com/pxlogin by following the instructions provided on the Form of Proxy.
As a Shareholder of the Company, it is very important that you read the Information Circular and other Meeting materials carefully. They contain important information with respect to voting your Spartan Shares and attending and participating at the Meeting.
A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Spartan Shares, including if you are a nonregistered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not being admitted into the Meeting if attending in person, and not receiving a Username to participate in the Meeting if attending virtually. Without a Username, proxyholders wishing to attend the Meeting virtually will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey with their proxyholder's contact information, amount of Spartan Shares appointed, name in which the Spartan Shares are registered if they are a registered shareholder, or name of broker where the Spartan Shares are held if a beneficial shareholder.
At or following the Meeting, Spartan will provide Shareholders with further details in respect of the delivery of the Cash Proceeds, the Logan Shares and the Logan Transaction Warrants (as such terms are defined in the Information Circular) to eligible Shareholders pursuant to the Distribution (as defined in the Information Circular). Shareholders will be requested to complete a letter of transmittal and confirmation of eligibility form (" Letter of Transmittal ") and to deliver the completed document, together with the certificate or certificates representing their Spartan Shares, to Kingsdale Advisors in accordance with the instructions set forth in the Letters of Transmittal. If Spartan Shares are held through a broker or other nominee, Shareholders will need to provide instructions to their broker or other nominee to complete the Letters of Transmittal. See " Distribution Procedure for Spartan Shareholders " in the Information Circular for guidance and instructions with respect to eligibility to receive the Distribution and the process for completing the Letters of Transmittal that will be made available after the Meeting.
The Letter of Transmittal and confirmation of eligibility requirements and process in respect of the Distribution may impair the active and liquid market in respect of the Spartan Shares during the Distribution period. The timeline for Shareholders to receive the Distribution, and the ability of a Shareholder to seek liquidity in respect of its Spartan Shares, may be significantly impaired or delayed during this period. Shareholders should consult with their own financial advisors with respect to the tradability of the Spartan Shares during this period.
Calgary, Alberta
April 14, 2023
BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Richard F. McHardy" Richard F. McHardy Executive Chairman
Spartan Delta Corp. Notice of Annual General and Special Meeting
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SPARTAN DELTA CORP.
MANAGEMENT INFORMATION CIRCULAR
FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF THE HOLDERS OF COMMON SHARES OF SPARTAN DELTA CORP. TO BE HELD ON MAY 16, 2023
Dated: April 14, 2023
PURPOSE OF SOLICITATION
This management information circular (the " Information Circular ") is furnished in connection with the solicitation of proxies by or on behalf of the management of Spartan Delta Corp. (" Spartan " or the " Company ") for use at the annual general and special meeting of the holders (the " Shareholders ") of the common shares (the " Spartan Shares ") in the capital of the Company to be held at 2:00 p.m. (MT) on May 16, 2023, subject to any adjournment or adjournments thereof (the " Meeting ") for the purposes set forth in the Notice of Annual General and Special Meeting (the " Notice of Meeting ") accompanying this Information Circular, such Meeting to be held as follows:
In Person: Spartan Shareholders wishing to attend the Meeting in person may do so at the following address:
Stikeman Elliott LLP 4300 Bankers Hall West 888 – 3rd Street S.W. Calgary, Alberta, T2P 5C5
Virtual: Spartan Shareholders wishing to attend the Meeting virtually may do so at the following link:
https://web.lumiagm.com/286181357 Virtual Meeting Number: 286-181-357 Password for Virtual Meeting: spartan2023
How do I vote?
Registered Shareholders may vote at the Meeting, in-person or virtually, or by appointing a proxy. See " How do I attend and participate at the Meeting? ".
Beneficial Shareholders (Shareholders who do not hold Spartan Shares in their own name) who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting. This is because the Company and its transfer agent do not have a record of the beneficial shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a beneficial shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions provided by your intermediary. See " Appointment of a Third Party as Proxy " and " How do I attend and participate at the Meeting? ".
Appointment of a Third Party as Proxy
The following applies to Shareholders who wish to appoint a person (a " third party proxyholder ") other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.
Shareholders who wish to appoint a third-party proxyholder to attend, participate or vote at the Meeting as their proxy and vote their Spartan Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your
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proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the Meeting.
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Step 1: Submit your proxy or voting instruction form To appoint a third party proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a beneficial shareholder located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as proxyholder. See below under this section for additional details.
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Step 2: Register your proxyholder
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To register a proxyholder, shareholders MUST send an email to [email protected] by 2:00 p.m. (MT) on Friday, May 12, 2023 and provide Odyssey with the required proxyholder contact information, amount of shares appointed, name in which the shares are registered if they are a registered Spartan Shareholder, or name of broker where the shares are held if a beneficial shareholder, so that: (a) if attending in person, the proxyholder may attend the Meeting in person; or (b) if attending virtually, Odyssey may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting virtually.
If you are a beneficial shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading " How do I attend and participate at the Meeting? ".
Legal Proxy – US Beneficial Shareholders
If you are a beneficial Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and below under " How do I attend and participate at the Meeting? ", you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from beneficial shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to [email protected] and received by 2:00 p.m. (MT) on Friday, May 12, 2023.
How do I attend and participate at the Meeting?
The Meeting will be held at 2:00 p.m. (MT) on Tuesday, May 16, 2023, in hybrid format:
In Person: Spartan Shareholders wishing to attend the Meeting in person may do so at the following address:
Stikeman Elliott LLP 4300 Bankers Hall West 888 – 3rd Street S.W. Calgary, Alberta, T2P 5C5
Virtual: Spartan Shareholders wishing to attend the Meeting virtually may do so at the following link:
https://web.lumiagm.com/286181357 Virtual Meeting Number: 286-181-357 Password for Virtual Meeting: spartan2023
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Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting at the above link. Such persons may then enter the Meeting by clicking "I have a login" and entering a Username and Password before the start of the Meeting:
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Registered Shareholders.
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The control number located on the form of proxy (or in the email notification you received) is the Username. The Password to the Meeting is "spartan2023" (case sensitive). If as a Registered Shareholder you are using your control number to log in to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the Meeting, you will revoke your previous voting instructions received prior to voting cut-off.
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Duly Appointed Proxyholders.
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Odyssey will provide the proxyholder with a Username by e-mail after the voting deadline has passed. The Password to the Meeting is "spartan2023" (case sensitive). Only Registered Shareholder and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as a guest but not be able to participate or vote at the Meeting. Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See " Appointment of a Third Party as Proxy ".
GLOSSARY OF TERMS
Unless the context otherwise requires, when used in this Information Circular (including Appendix "A" hereto), the following terms shall have the meanings set forth below. The terms and abbreviations used in Appendices "B" and "C" to this Information Circular are defined separately therein.
| ABCA | means the_Business Corporations Act_(Alberta), as amended from time to time. |
|---|---|
| Annual Information | means the annual information form of Spartan dated March 31, 2023 for the financial |
| Form | year ended December 31, 2022. |
| Applicable Canadian | means, in any context that refers to one or more Persons, collectively, and as the |
| Securities Laws | context may require, the securities legislation of each of the provinces and territories |
| of Canada, and the rules, regulations, instruments, notices, blanket orders and policies | |
| published and/or promulgated thereunder, as such may be amended from time to time, | |
| that apply to such Person or Persons or such Person's business, undertaking, property | |
| or securities and emanate from a Person having jurisdiction over the Person or | |
| Persons or such Person's business, undertaking, property or securities. | |
| Asset Sale | means the sale of the Assets from Spartan to Crescent Point pursuant to the Asset |
| Sale Agreement. | |
| Asset Sale Agreement | means the asset sale agreement dated March 28, 2023, between Spartan and |
| Crescent Point in respect of the Assets. | |
| Assets | means the Company's Gold Creek and Karr Montney assets. |
| Audit Committee | means the charter for the audit committee of the Spartan Board. |
| Charter |
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| Beneficial | has the meaning ascribed thereto under "Proxy Information – Advice to Beneficial |
|---|---|
| Shareholders | Shareholders". |
| Beneficial Eligibility | means a letter of transmittal and confirmation of eligibility form to be delivered to |
| Form | financial intermediaries in connection with the Distribution. |
| Broadridge | means Broadridge Financial Solutions, Inc. |
| Business Day | means with respect to any action to be taken, any day, other than a Saturday, Sunday |
| or a statutory holiday in Calgary, Alberta. | |
| Caputo | means Lane Caputo Consulting Inc. |
| Canada-U.S. Tax | means the_Canada-United States Tax Convention (1980)_, as amended. |
| Treaty | |
| Cash Proceeds | means $9.50 in cash per Spartan Share. |
| CCAA | means the_Companies' Creditors Arrangement Act_, as amended from time to time. |
| Code | has the meaning ascribed thereto under "Corporate Governance Practices – Ethical |
| Business Conduct". | |
| COGE Handbook | means the most recent publication of the Canadian Oil and Gas Evaluation Handbook. |
| Court | means the Court of King's Bench of Alberta. |
| Crescent Point | means Crescent Point Resources Partnership, a general partnership formed in the |
| Province of Alberta and an affiliate of Crescent Point Energy Corp. | |
| Distribution | has the meaning ascribed thereto under "The Transaction – Transaction Overview". |
| Employee Stock | has the meaning ascribed thereto under "Statement of Executive Compensation – |
| Purchase Plan | Employee Stock Purchase Plan". |
| Financial | has the meaning ascribed thereto under "Procedure for Spartan Shareholders – |
| Intermediary | Beneficial Shareholders". |
| Form of Proxy | means the enclosed form of proxy to be completed by Registered Spartan |
| Shareholders and returned to Odyssey in its capacity as transfer agent for Spartan. | |
| IFRS | means generally accepted accounting principles as set out in the CPA Canada |
| Handbook – Accounting for an entity that prepares its financial statements in | |
| accordance with International Financial Reporting Standards. | |
| Information Circular | means this information circular of Spartan dated April 14, 2023, including all |
| appendices hereto. | |
| Intermediary Client | has the meaning ascribed thereto under "Procedure for Spartan Shareholders – |
| Beneficial Shareholders". | |
| Logan | means Logan Energy Corp., a corporation incorporated under the ABCA. |
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| Logan Assets | means 4,0001boe/d of production in the Pouce Coupe and Simonette areas of north- |
|---|---|
| west Alberta, 5002boe/d of legacy north-east British Columbia production and 55,769 | |
| net undeveloped acres in the Flatrock area of north-east British Columbia. | |
| Logan Board | means the board of directors of Logan, as further described in Appendix "A" hereto |
| under "Directors and Executive Officers". | |
| Logan Conveyance | means the agreement to be entered into between Spartan and Logan, effecting, |
| Agreement | among other things, the conveyance of the Logan Assets from the Company to Logan. |
| Logan Financing | means the non-brokered private placement of Logan Shares and Logan Units at a |
| subscription price of $0.35 per Logan Share or Logan Unit, as applicable, for | |
| aggregate gross proceeds of up to $47.5 million. | |
| Logan Financing | means the Logan Share purchase warrants issued pursuant to the Logan Units |
| Warrants | subscribed for under the Logan Financing, each Logan Financing Warrant entitling the |
| holder thereof to purchase one (1) Logan Share at an exercise price of $0.35 for a | |
| period of five years from the date of issuance of such Logan Financing Warrants. For | |
| more details, please refer to "The Transaction – Logan Energy Corp. – Logan | |
| Financing". | |
| Logan Insider | means the Logan Board, the Logan management team and certain additional |
| Shareholders | subscribers for Logan Units under the Logan Financing. |
| Logan Option Plan | means the stock option plan of Logan, a copy of which is attached to this Information |
| Circular as Appendix "B", as adopted by the Logan Board on April 14, 2023 and subject | |
| to the approval of Spartan Shareholders at the Meeting. | |
| Logan Options | means stock options to purchase Logan Shares pursuant to the Logan Option Plan. |
| Logan Share Award | means the share award incentive plan of Logan, a copy of which is attached to this |
| Incentive Plan | Information Circular as Appendix "C", as adopted by the Logan Board on April 14, |
| 2023 and subject to the approval of Spartan Shareholders at the Meeting. | |
| Logan Shares | means the common shares in the capital of Logan. |
| Logan Transaction | means Logan Share purchase warrants to be issued in connection with the Spin-Out, |
| Warrants | which warrants shall to be distributed to eligible Spartan Shareholders pursuant to the |
| Distribution, each Logan Transaction Warrant being non-transferrable and entitling the | |
| holder thereof to acquire one (1) Logan Share at an exercise price equal to $0.35 per | |
| Logan Share at any time on or before the close of business on July 31, 2023 in | |
| accordance with the terms and conditions of a warrant indenture governing the terms | |
| of such warrants, in such form as is acceptable to Spartan and Logan. | |
| Logan Units | means units of Logan to be issued to subscribers that are Logan Insider Shareholders |
| pursuant to the Logan Financing, each Logan Unit comprising of one (1) Logan Share | |
| and one (1) Logan Financing Warrant. |
1 Forecasted production for June 2023 of 4,000 BOE/d consisting of 18,151 mcf/d, 162 bbl/d of NGLs, 200 bbl/d of condensate and 613 bbl/d of oil.
2 Forecasted production for June 2023 of 500 BOE/d consisting of 2,555 mcf/d of gas, 71 bbl/d of NGLs and 3 bbl/d of condensate.
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| McDaniel | means McDaniel & Associates Consultants Ltd., independent qualified reserves |
|---|---|
| evaluator. | |
| McDaniel Logan | means the report prepared by McDaniel dated March 14, 2023 and effective as of |
| Report | March 1, 2023, evaluating the crude oil, natural gas and natural gas liquids reserves |
| attributable to the Logan Assets. | |
| McDaniel Spartan | means the independent engineering report dated March 2, 2023, and evaluating the |
| Report | crude oil, natural gas and NGL reserves of Spartan effective as of December 31, 2022. |
| Meeting | means the annual general and special meeting of Spartan Shareholders to be held on |
| May 16, 2023, or any adjournment or adjournments thereof. | |
| Meeting Materials | means the Notice of Meeting, Form of Proxy, this Information Circular, and any other |
| proxy-related materials in connection with the Meeting. | |
| MI 61-101 | means Multilateral Instrument 61-101 –Protection of Minority Security Holders in |
| Special Transactions. | |
| Named Executive | has the meaning ascribed thereto under "Statement of Executive Compensation – |
| OfficerorNEO | Summary Compensation Table". |
| New CUSIP | has the meaning ascribed thereto under "Procedure for Spartan Shareholders". |
| NBF | means National Bank Financial Inc. |
| NI 51-101 | means National Instrument 51-101 –Standards of Disclosure for Oil and Gas |
| Activities. | |
| NI 51-102 | means National Instrument 51-102 –Continuous Disclosure Obligations. |
| NI 52-110 | means National Instrument 52-110 –Audit Committees. |
| NI 54-101 | means National Instrument 54-101 –Communication with Beneficial Owners of |
| Securities of a Reporting Issuer. | |
| NI 58-101 | means National Instrument 58-101 –Disclosure of Corporate Governance Practices. |
| NP 58-201 | Means National Policy 58-201 –Corporate Governance Guidelines. |
| Non-Resident | has the meaning ascribed thereto under "Certain Canadian Federal Income Tax |
| Shareholder | Considerations". |
| Notice of Meeting | means the Notice of Annual General and Special Meeting dated April 14, 2023, a copy |
| of which is appended to the front of this Information Circular. | |
| Odyssey | means Odyssey Trust Company. |
| Person | includes any individual, partnership, association, body corporate, organization, trust, |
| estate, trustee, executor, administrator, legal representative, government (including | |
| governmental entity), syndicate or other entity, whether or not having legal status. | |
| Performance Share | means performance share awards issuable pursuant to the Spartan Share Award |
| AwardsorPSAs | Incentive Plan. |
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| Proposed | means the proposed amendments to the Tax Act, as further set forth under "Certain |
|---|---|
| Amendments | Canadian Federal Income Tax Considerations". |
| Record Date | means April 11, 2023. |
| Reduction of Stated | has the meaning ascribed thereto under "Approval of Reduction of Stated Capital of |
| Capital | Spartan Shares". |
| Registered Eligibility | means a letter of transmittal and confirmation of eligibility form to be delivered to |
| Form | Registered Spartan Shareholders in connection with the Distribution. |
| Resident Shareholder | has the meaning ascribed thereto under "Certain Canadian Federal Income Tax |
| Considerations". | |
| Restricted Share | means restricted share awards issuable pursuant to the Spartan Share Award |
| AwardsorRSAs | Incentive Plan. |
| SEC | means the United States Securities and Exchange Commission. |
| Scotia | means Scotia Capital Inc. |
| SEDAR | means the System for Electronic Document Analysis and Retrieval. |
| SpartanorCompany | means Spartan Delta Corp., a corporation formed under the laws of the Province of |
| Alberta. | |
| Spartan Board | means the board of directors of Spartan. To learn more about the members of the |
| Spartan Board, please see "Election of Directors". | |
| Spartan Shareholders | means the holders of Spartan Shares from time to time. |
| Spartan Shares | means the common shares in the capital of Spartan. |
| Spartan Share Award | means the share award incentive plan of Spartan, a copy of which is attached to the |
| Incentive Plan | Spartan information circular dated March 7, 2022. |
| Spartan Stock Option | means the stock option plan of Spartan, a copy of which is attached to the Spartan |
| Plan | information circular dated March 7, 2022. |
| Spin-Out | means the proposed transfer by Spartan of the Logan Assets to Logan pursuant to the |
| Logan Conveyance Agreement. | |
| Tax Act | means the_Income Tax Act_(Canada) R.S.C. 1985, c. 1 (5thSupp.) as amended, |
| including the regulations promulgated thereunder. | |
| Transaction | means, collectively, the Asset Sale, the Spin-Out and the Distribution. |
| TSX | means the Toronto Stock Exchange. |
| TSXV | means the TSX Venture Exchange. |
| United StatesorU.S. | means the United States of America, its territories and possessions, any state of the |
| United States, and the District of Columbia. | |
| U.S. Exchange Act | means the Securities Exchange Act of 1934, as amended. |
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U.S. Securities Act means the Untied States Securities Act of 1933, as amended.
GENERAL INFORMATION
This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Spartan for use at the Meeting and any adjournments thereof. No Person has been authorized to give any information or make any representation in connection with the Asset Sale, the SpinOut, the Distribution or any matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.
Information contained or otherwise accessed through Spartan's website, or any website, other than any documents filed on SEDAR, does not constitute part of this Information Circular.
This Information Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation. Neither the delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date as of which such information is given in this Information Circular.
All capitalized terms used in this Information Circular but not otherwise defined herein have the meanings set forth under " Glossary of Terms ". Information contained in this Information Circular is given as of April 14, 2023 unless otherwise specifically stated.
CURRENCY
All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars.
FORWARD-LOOKING STATEMENTS
This Information Circular contains forward-looking statements. All statements other than statements of historical fact contained in this Information Circular are forward-looking statements, including, without limitation, statements regarding the future financial position, business strategy, proposed acquisitions or dispositions, projected budgets, future drilling activity, reserve estimates, growth of reserves, projected costs and plans and objectives of or involving Spartan and/or Logan. Spartan Shareholders can identify many of these statements by looking for words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. These forward-looking statements include statements with respect to:
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production rates;
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the Asset Sale, including the anticipated closing on May 10, 2023;
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the Spin-Out, the Distribution and the Logan Financing, including the terms and timing;
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the anticipated listing of the Logan Shares on the TSXV;
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the continued listing of the Spartan Shares on the TSX, including the TSX's approval of the substitutional listing of the Spartan Shares under the New CUSIP;
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anticipated production rates of Spartan and Logan;
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the completion of the Distribution, including the anticipated receipt of all regulatory and third party approvals for the Distribution;
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the treatment of securityholders under securities and tax laws;
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Logan's financial and operational position after giving effect to the Spin-Out, the Distribution, the Logan Financing and, as applicable, the exercise of the Logan Transaction Warrants and the Logan Financing Warrants; and
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the perceived benefits of the Transaction.
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There can be no assurance that the plan, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this Information Circular. Although Spartan believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Some of the risks which could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: risks inherent in the future prices for oil, NGLs and natural gas; risks relating to the impact of any outstanding indigenous and treaty rights claims on lands where Logan and/or Spartan operates; risks inherent in the United States to Canadian dollar exchange rates; liquidity risks associated with the Spartan Shares (including the impact of the Distribution on liquidity, and the impact of the transition to the New CUSIP as described in this Information Circular); risks relating to the substitutional listing of the Spartan Shares under the New CUSIP (as defined herein); risks inherent in the prices for services and government fiscal regimes and the risk that actual results will vary from the results forecasted and such variations may be material; conditions to completion of the Distribution or other matters may not be satisfied or waived which may result in the Distribution or other matters not being completed; the timing of the Meeting; and Spartan will incur significant costs relating to the Transaction (including any portion thereof) regardless of whether the Transaction (including any portion thereof) is completed or not.
The information contained in this Information Circular, including the information set forth under " Risk Factors " in this Information Circular and in Appendix "A" to this Information Circular, identifies additional factors that could affect the operating results and performance of Logan. We urge you to carefully consider those factors.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Information Circular are made as of the date of this Information Circular and Spartan undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, unless so required by Applicable Canadian Securities Laws.
THE TRANSACTION
Corporate Update
Spartan has been one of the most active consolidators in the Canadian oil and gas industry since April of 2020, building dominant positions in both the oil window of the Alberta Montney and the liquids-rich Deep Basin. The Company's counter cyclical approach to acquisitions through a challenging time in the industry coupled with organic outperformance has generated significant returns for Spartan Shareholders.
The Company has successfully integrated and demonstrated the organic productive potential of the full complement of its acquired assets. Over the past 20 months, Spartan has placed specific focus on the development of its Gold Creek and Karr assets located in the Montney oil window. The drilling programs to date have consistently exceeded the Company's forecasted type curves and production targets, which facilitated the acceleration of debt repayment culminating in the full repayment of its revolving credit facility as of September 30, 2022. Following the achievement of these important milestones, Spartan declared and, on January 16, 2023, paid a special dividend of $0.50 per Spartan Share to eligible Spartan Shareholders.
Background to the Transaction
The Spartan Board continually examines opportunities to enhance the interests of the Company and its shareholders and to maximize shareholder value. As a part of this ongoing process, on November 30, 2022, Spartan announced a formal process to evaluate strategic repositioning alternatives to enhance shareholder value. The scope of the repositioning process was extensive, including the evaluation of a broad range of alternatives including, but not limited to, a corporate sale, merger, corporate restructuring, sale of select assets, sale of a royalty, purchase of assets, the spin-out of select assets into a newly formed company whose securities would be distributed to Spartan Shareholders or any combination of these potential alternatives in conjunction with a robust return of capital strategy.
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The Transaction is a culmination of that process and over three years of exploration, development and acquisitions, pursuant to which the Company achieved growth from approximately 250[3] boe/d to current production of approximately 80,000[4] boe/d.
Transaction Overview
On March 28, 2023, the Company announced the proposed Asset Sale, Spin-Out and Distribution.
Upon the completion of the Asset Sale, each eligible Spartan Shareholder will receive the following as a return of capital and special dividend:
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$9.50 per Spartan Share;
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one (1) Logan Share per Spartan Share; and
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one (1) Logan Transaction Warrant per Spartan Share (collectively, the " Distribution ").
Spartan Shareholders will maintain their existing equity ownership of Spartan. Spartan intends to pay an additional special dividend of $0.10 per Spartan Share to shareholders of record on or about June 30, 2023, payable on July 17, 2023. The record date will be announced by Spartan in a press release on or after the date of the Meeting. Eligible Spartan Shareholders will receive the Cash Proceeds, the Logan Shares and the Logan Transaction Warrants partly as a return of capital and special dividend. For more details about the Logan Shares and the Logan Transaction Warrants, please see " The Transaction – Logan Energy Corp. ".
Each Logan Transaction Warrant is non-transferrable and will entitle the holder thereof to acquire one (1) Logan Share at an exercise price equal to Logan's defined net asset value of $0.35 per Logan Share at any time on or before the close of business on July 31, 2023. Spartan has applied to list the Logan Shares on the facilities of the TSXV.
Financial Advisors and Fairness Opinions
NBF has acted as exclusive financial advisor to Spartan in connection with the Asset Sale. NBF has provided the Spartan Board a fairness opinion that, as at the date of the Asset Sale Agreement and subject to certain qualifications, assumptions and limitations, the consideration to be received by Spartan pursuant to the Asset Sale is fair, from a financial point of view to Spartan.
In addition, NBF and Scotia have acted as co-financial advisors to Spartan in conjunction with the creation of Logan. On March 27, 2023, NBF provided the Spartan Board a fairness opinion that, as of such date, the Logan Shares and Logan Transaction Warrants to be received by Spartan Shareholders pursuant to the Distribution are fair, from a financial point of view to the Spartan Shareholders, other than the Logan Insider Shareholders.
Recommendation of Spartan Board and Management Team
The Spartan Board and management team view the Transaction as advantageous for Spartan Shareholders for the following reasons:
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Cash Distribution . Spartan will realize an immediate and substantial Cash Proceeds of $9.50 per Spartan Shares from the sale of the Montney Assets, which will be distributed to the Spartan Shareholders.
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Spartan Ownership . Spartan Shareholders will continue to participate in the development of Spartan's Deep Basin assets, opportunistic strategic acquisitions and the declaration of periodic special dividends from
3 250 BOE/d consisting of 1,247 mcf/d of gas, 17 bbl/d of NGLs and 26 bbl/d of oil.
4 80,000 BOE/d consisting of approximately 288 mmcf/d, 13,299 bbl/d of NGLs, 2,946 bbl/d of condensate and 15,677 bbl/d of oil.
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Spartan's Free Funds Flow.
- Logan Ownership . Through ownership of the Logan Shares and Logan Transaction Warrants (if exercised), significant value is accelerated for shareholders through the growth and future potential of the opportunity rich Logan Assets.
Based on the fairness opinions received from NBF and discussions with its financial and legal advisors, among other considerations, the Spartan Board unanimously determined that the Transaction and the entering into of the Asset Sale Agreement was in the best interests of Spartan Shareholders.
Asset Sale
Spartan entered into the Asset Sale Agreement with Crescent Point on March 28, 2023, providing for the sale of the Company's Gold Creek and Karr Montney assets for cash consideration of $1.7 billion, subject to customary adjustments as provided for in the Asset Purchase Agreement. The effective date of the sale of the Assets is May 1, 2023, and closing is expected to occur on May 10, 2023, subject to the receipt of all necessary regulatory approvals and the satisfaction of other customary closing conditions.
Spartan believes that the Asset Sale is a compelling acceleration of value to the Spartan Shareholders for the more mature portion of its Montney assets. The Assets include:
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377 (362 net) sections of Montney land in Gold Creek East, Gold Creek West and Karr;
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estimated sales volumes of approximately 33,198[5] boe/d (56% liquids) for the two-month period ended February 28, 2023;
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reserves as at December 31, 2022 based on the evaluation by Spartan's independent reserves evaluator, McDaniel, with year-end pricing (2023 pricing of US$80.33/bbl WTI and CA$4.01/GJ AECO):
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total proved reserves of 151 mmboe[6 ] with a before tax NPV10 of $1.6 billion; and
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total proved plus probable reserves of 294[7] mmboe with a before tax NPV10 of $2.9 billion; and
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facilities and gathering systems related to the oil and gas properties being sold.
Pursuant to the Asset Purchase Agreement, Crescent Point provided Spartan with a $68.0 million non-refundable deposit, except for certain instances as specified in the Asset Purchase Agreement. The Asset Purchase Agreement contains customary representations and warranties of each party and interim operational covenants by Spartan. A copy of the Asset Purchase Agreement is available for viewing on Spartan's SEDAR profile at www.sedar.com.
Spartan Delta Corp., a Deep Basin Focused Corporation
The Transaction is a transformational event for Spartan and is consistent with Spartan's track record of early stage resource capture and delineation followed by strategic and creative value realization.
Post-closing, Spartan will continue to be led by Fotis Kalantzis, as President and Chief Executive Officer; Geri Greenall, Chief Financial Officer and Vice President, Finance; Thanos Natras, Vice President Exploration; and Randy Berg, Vice President Land & Stakeholder Relations. The composition of the Spartan Board will remain unchanged.
Spartan will retain and continue to develop its prolific liquids-rich, sustainable production Deep Basin assets. Spartan will have approximately 40,000[8] boe/d of liquids rich production (29% liquids) subsequent to the completion of the Transaction. The Company will retain a dominant infrastructure footprint in central Alberta, including
5 33,198 BOE/d consisting of 88 mmcf/d of gas, 3,373 bbl/d of NGLs, 602 bbl/d of condensate and 14,574 bbl/d of oil.
6 Consisting of 443 bcf of gas, 20.1 MMbbl of NGLs, 1.5 MMbbl of condensate and 55.6 MMbbl of oil.
7 Consisting of 857 bcf of gas, 39.3 MMbbl of NGLs, 2.3 MMbbl of condensate and 109.6 MMbbl of oil.
8 40,000 BOE/d comprised of 170 mmcf/d of gas, 9,253 bbl/d of NGLs, 1,541 bbl/d of condensate and 821 bbl/d of oil.
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operatorship of the O'Chiese Nees-Ohpawganu'ck deep cut gas plant and will have approximately 70% of its 2023 gas production hedged at an average of C$4.45/GJ.
Spartan also plans to begin paying a periodic special dividend based on Free Funds Flow, while also maintaining a solid financial position with a target leverage ratio of approximately 0.5x debt to cash flow.
For additional information concerning Spartan following completion of the Transaction, please see " Information concerning the Company ".
Logan Energy Corp.
Pursuant to the terms of the Logan Conveyance Agreement to be entered into between Spartan and Logan, Spartan will transfer 4,000[9] boe/d of production in the Pouce Coupe and Simonette areas of north-west Alberta, 500[10] boe/d of legacy north-east British Columbia production and 55,769 net undeveloped acres in the Flatrock area of northeast British Columbia to Logan, a newly formed subsidiary of Spartan, concurrent with the completion of the Distribution on an "as is, where is" basis, without representation and warranty and without reliance on any information provided to or on behalf of Logan by Spartan or any third party. Logan will be led by Richard (Rick) McHardy, as President and Chief Executive Officer and a Director; Brendan Paton, as Vice President Engineering and Chief Operating Officer; Ashley Hohm as Vice President Finance and Chief Financial Officer; and Craig Martin as Vice President Operations. The board of directors will also include Fotis Kalantzis (Chairman), Reginald Greenslade, Don Archibald, Geri Greenall, Pat Ward and Ron Hozjan as additional independent board members.
The management team has been fundamental to Spartan's growth since inception by leading Spartan's efforts in the exploitation and acquisition of its high quality oil and gas assets and will be a key component of Logan's future success. The Transaction allows the Logan management team to immediately apply its expertise at creating value in a growth-oriented, pure-play Montney company. Logan will be well-capitalized with $104.1 million in cash (assuming the Logan Financing is fully-subscribed and the Logan Transaction Warrants are fully exercised), no debt, significant management ownership and a premium focused portfolio of assets.
The primary assets to be transferred to Logan consist of 193,000 net acres of high working interest 95% Montney Crown land across three properties (Simonette, Pouce Coupe and Flatrock). Logan will have approximately 4,500[11] boe/d of long life, balanced oil and gas production and 15.5 mmboe[12] of TPP reserves as evaluated by McDaniel pursuant to the McDaniel Logan Report.
For additional information concerning Logan, please see " Information concerning Logan ".
Logan Financing
Contemporaneous with the completion of the Distribution, Logan will complete the Logan Financing, a non-brokered private placement of securities of Logan at an issuance price equal to the net asset value per Logan Share of the Logan Assets to raise up to $47.5 million. Pursuant to the Logan Financing, Logan will offer up to a maximum of approximately 71.4 million Logan Shares and 64.3 million Logan Units at a price of $0.35 per Logan Share or Logan Unit, as applicable. Logan Units will be issued to subscribers that are members of the board and management team of Logan, together with certain additional subscribers identified by such persons. Logan Shares will be issued to all other subscribers.
Each Logan Unit issued pursuant to the Logan Financing will be comprised of one (1) Logan Share and one (1) Logan Financing Warrant. Each Logan Financing Warrant will entitle the holder to purchase one (1) Logan Share at a price of $0.35 for a period of five years. The Logan Financing Warrants will vest and become exercisable as to one-third upon the 10-day weighted average trading price of the Logan Shares (the " Market Price ") equaling or
9 4,000 BOE/d comprised of 18,151 mcf/d, 162 bbl/d of NGLs, 200 bbl/d of condensate and 613 bbl/d of oil.
10 500 BOE/d comprised of 2,555 mcf/d of gas, 71 bbl/d of NGLs and 3 bbl/d of condensate.
11 Forecasted production for June 2023 of 4,500 BOE/d consisting of 20,706 mcf/d of gas, 233 bbl/d of NGLs and 203 bbl/d of condensate and 613 bbl/d of oil.
12 Consisting of 68 bcf of gas, 732 Mbbl of NGLs, 892 Mbbl of condensate and 2,523 Mbbl of oil.
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exceeding $0.7000, an additional one-third upon the Market Price equaling or exceeding $0.7875 and a final onethird upon the Market Price equaling or exceeding $0.8750. Completion of the Logan Financing is subject to certain approvals, including TSXV approval and disinterested approval of Spartan Shareholders.
The Logan net asset value has been determined to be $0.35 per Logan Share, calculated as follows:
| TPP reserves(1) | $ 54.9 million |
|---|---|
| Undeveloped land(2) | $ 5.7 million |
| Total Logan net asset value | $ 60.6 million |
| Total outstanding Logan Shares(3)(4) | 173.1 million |
| Net asset value per share | $0.35 |
Notes:
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Representing the NPV of TPP reserves discounted at 10% before-tax attributed to the Logan Assets as evaluated in the McDaniel Logan Report.
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Representing the undeveloped land value attributed to the undeveloped acreage in the Flatrock area as evaluated by Seaton - Jordan & Associates Ltd. as of December 31, 2022.
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As of the date hereof, there are 171.4 million Spartan Shares outstanding, for which one (1) Logan Share will be issued in respect of each Spartan Share. The Company has assumed that in advance of closing: (a) all outstanding Spartan Options will be exercised on a cashless basis resulting in the issuance of an estimated 1.7 million Spartan Shares and (b) all outstanding RSAs will be settled by the Company in cash, resulting in an estimated 173.1 million Spartan Shares outstanding immediately prior to the Distribution. The actual number of Spartan Shares to be issued in connection with the cashless exercise of Spartan Options and the resulting number of Spartan Shares outstanding at such time may differ from these estimates.
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Prior to giving effect to the completion of the Logan Financing or the exercise of the Logan Transaction Warrants.
At the Meeting, Spartan Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution to authorize the Logan Financing which, if fully subscribed, will result in aggregate gross proceeds of approximately $47.5 million. To be adopted, the ordinary resolution approving the Logan Financing must be approved by a majority of votes cast at the Meeting by Spartan Shareholders, excluding votes cast by any person who will participate in the Logan Financing and his or her associates or affiliates, currently anticipated to be certain current directors, officers, employees and other shareholders of Spartan holding approximately 78,234,206 Spartan Shares or approximately 45.6% of the Spartan Shares (inclusive of Spartan Shares issued through the Employee Stock Purchase Plan).
Logan Incentive Plans
At the Meeting, Spartan Shareholders will also be asked to consider and, if deemed advisable, authorize, approve, ratify and confirm the adoption by Logan of the following incentive plans:
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the Logan Option Plan, which will authorize the Logan Board to issue Logan Options to directors, officers, employees or certain service providers of Logan – and its subsidiaries. A copy of the Logan Option Plan is set out in Appendix "B" to this Information Circular. For more details, please see " Approval of the Logan Option Plan "; and
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the Logan Award Incentive Plan, which will authorize the Logan Board to issue Logan Share Awards to directors, officers, employees, consultants and certain other office providers of Logan and its subsidiaries. A copy of the Logan Award Incentive Plan is set out in Appendix "C" to this Information Circular. For more details, please see " Approval of the Logan Share Award Incentive Plan ".
To be adopted, the ordinary resolutions must be approved by a simple majority of votes cast at the Meeting by Spartan Shareholders. No Logan Options or Logan Share Awards have been granted under the Logan Option Plan or the Logan Award Incentive Plan, respectively, and none will be granted until after the listing of Logan on the TSXV.
Listing of Logan Shares
There is currently no market for the Logan Shares, the Logan Transaction Warrants or the Logan Financing Warrants. Logan has applied to list the Logan Shares (including all Logan Shares issuable upon exercise of Logan
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Transaction Warrants and Logan Financing Warrants) on the TSXV. Listing will be subject to Logan meeting and fulfilling all listing requirements of the TSXV. There is no assurance that Logan will meet the listing requirements of the TSXV, however if listing approval is ultimately obtained, trading in the Logan Shares is expected to commence the week of June 26, 2023. The completion of the transfer of the Logan Assets to Logan is conditional upon the listing of the Logan Shares issuable pursuant to the Logan Conveyance Agreement and the Logan Financing. The Logan Transaction Warrants and the Logan Financing Warrants will not be listed.
The Distribution
At the Meeting, Spartan Shareholders will be asked to consider, among other things, a special resolution authorizing the Company to reduce the stated capital account maintained in respect of the Spartan Shares by $540.0 million, which is the current aggregate stated capital of the Spartan Shares. Pursuant to the Distribution, Spartan will distribute $479.4 million in cash and $60.6 million in Logan Shares and Logan Transaction Warrants as a return of capital to eligible Spartan Shareholders. The balance of the Distribution will be distributed to eligible Spartan Shareholders as a special dividend which, for Canadian income tax purposes, will be designated as an "eligible dividend". If the Logan Financing is not approved by Spartan Shareholders at the Meeting, then the Spartan Board may, in its sole discretion, determine not to proceed with the Spin-Out, in which case Logan Shares and Logan Warrants would not be distributed pursuant to the Distribution and $540.0 million would be distributed in cash as a return of capital with the balance to be distributed as a special dividend.
Spartan Shareholders will not be required to pay for the Logan Shares or the Logan Transaction Warrants that they receive pursuant to the distribution as a result of the Reduction of Stated Capital, nor will they be required to surrender their Spartan Shares in order to receive Logan Shares or Logan Transaction Warrants.
ADVISORY REGARDING OIL AND GAS INFORMATION
General
The reserves information contained in this Information Circular (including the Appendices hereto) has been prepared in accordance with NI 51-101. Listed below are cautionary statement(s) that are specifically required by NI 51-101 that qualify the oil and gas disclosure contained in this Information Circular and Appendices hereto.
The terms "boe" and "mcfe" may be misleading, particularly if used in isolation. A boe conversion rate of six thousand cubic feet of natural gas per barrel of oil (6 mcf:1 bbl) and an mcfe conversion rate of one barrel of oil per six thousand cubic feet of natural gas (1 bbl:6 mcf) are each based on an energy equivalency conversion method primarily applicable at the burner tip and do not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from an energy equivalency of 6:1, utilizing a conversion ratio of 6:1 may be misleading as an indication of value.
Reserves
The discounted and undiscounted net present value of future net revenues attributable to the reserves of Logan and Spartan, respectively, do not represent the fair market value of such reserves. There is no assurance that the forecast prices and cost assumptions applied by the independent reserves evaluators in evaluating the reserves of Logan or Spartan, respectively, will be attained and variances could be material. The estimates of light and medium crude oil, NGL, conventional natural gas and shale gas reserves provided in this Information Circular (including Appendices hereto) are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual light and medium crude oil, NGLs, conventional natural gas and shale gas reserves may be greater than or less than the estimates provided in this Information Circular or otherwise referred to in this Information Circular, and the difference may be material.
The determination of reserves involves the preparation of estimates that have an inherent degree of associated risk and uncertainty. The estimation and classification of reserves is a complex process involving the application of professional judgment combined with geological and engineering knowledge to assess whether specific classification criteria have been satisfied. Knowledge of concepts including uncertainty and risk, probability and statistics, and deterministic and probabilistic estimation methods is required to properly use and apply reserves definitions. In addition, rules set forth in the COGE Handbook and NI 51-101 override professional judgments as to
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volumes of recovery, well productivity and other factors.
The estimates of reserves of Logan and Spartan provided in this Information Circular are estimates only and there is no guarantee that the estimated reserves or resources will be recovered. Actual oil, NGLs and natural gas reserves and resources may be greater than or less than the estimates provided in this prospectus, and the difference may be material. The estimates of reserves and future net revenue for individual properties in this Information Circular may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.
The information set forth in this Information Circular relating to the reserves of Logan and Spartan and related future net revenues constitutes forward-looking statements which are subject to certain risks and uncertainties. See " Forward-Looking Statements " in this Information Circular and see " Risk Factors " in Appendix "A" hereto.
Reserves are classified as proved reserves, probable reserves and possible reserves according to the certainty associated with the estimates. Each of the reserves categories (proved, probable and possible) may be divided into developed and undeveloped categories. See below under " Selected Oil and Gas Terms " for definitions of the foregoing terms and other oil and natural gas terms used in this Information Circular. Additional clarification of the classification of reserves, the certainty levels associated with reserves estimates and the effect of aggregation are provided in COGE Handbook.
The qualitative certainty levels referred to in the definitions set forth in " Selected Oil and Gas Terms " in this Information Circular below are applicable to individual reserves entries (which refers to the lowest level at which reserves calculations are performed) and to reported reserves (which refers to the highest level sum of individual entity estimates for which reserves are presented). Reported reserves should target the following levels of certainty under a specific set of economic conditions:
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at least a 90% probability that the quantities actually recovered will equal or exceed the estimated proved reserves;
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at least a 50% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable reserves; and
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at least a 10% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus possible reserves.
A qualitative measure of the certainty levels pertaining to estimates prepared for the various reserves categories is desirable to provide a clearer understanding of the associated risks and uncertainties. However, the majority of reserves estimates will be prepared using deterministic methods that do not provide a mathematically derived quantitative measure of probability. In principle, there should be no difference between estimates prepared using probabilistic or deterministic methods.
Selected Oil and Gas Terms
In this Information Circular (including Appendix "A" – " Information Concerning Logan Energy Corp. "), unless otherwise indicated or the context otherwise requires, the following terms have the meaning set forth below. These definitions are generally as set forth in the COGE Handbook and NI 51-101 and are reproduced below for the convenience of the reader.
The determination of oil, NGLs and natural gas reserves involves the preparation of estimates that have an inherent degree of associated uncertainty. Categories of Proved, Probable and Possible Reserves have been established to reflect the level of these uncertainties and to provide an indication of the probability of recovery. The estimation and classification of reserves requires the application of professional judgment combined with geological and engineering knowledge to assess whether or not specific reserves classification criteria have been satisfied. Knowledge of concepts including uncertainty and risk, probability and statistics, and deterministic and probabilistic estimation methods is required to properly use and apply reserves definitions.
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" Developed Producing " reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
" Developed Non-Producing " reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.
" Probable " or " probable " reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated Proved plus Probable reserves.
" Proved " or " proved " reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated Proved reserves.
" Reserves " or " reserves " are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on (a) analysis of drilling, geological, geophysical and engineering data; (b) the use of established technology; and (c) specified economic conditions, which are generally accepted as being reasonable and shall be disclosed. Reserves are classified according to the degree of certainty associated with the estimates.
" Undeveloped " reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.
" Development Costs " means costs incurred to obtain access to reserves and to provide facilities for extracting, treating, gathering and storing the oil, NGLs and natural gas from the reserves. More specifically, development costs, including applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:
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(a) gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building and relocating public roads, gas lines and power lines, to the extent necessary in developing the reserves;
-
(b) drill, complete and equip development wells, development type stratigraphic test wells and service wells, including the costs of platforms and well equipment such as casing, tubing, pumping equipment and the wellhead assembly;
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(c) acquire, construct and install production facilities such as flow lines, separators, treaters, heaters, manifolds, measuring devices and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems; and
-
(d)
-
provide improved recovery systems.
" Development Well " means a well drilled inside the established limits of an oil or natural gas reservoir, or in close proximity to the edge of the reservoir, to the depth of a stratigraphic horizon known to be productive.
" Exploration Costs " means costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain oil and natural gas reserves, including costs of drilling exploratory wells and exploratory type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as "prospecting costs") and after acquiring the property. Exploration costs, which include applicable operating costs of support equipment, facilities and other costs of exploration activities, are:
(a) costs of topographical, geochemical, geological and geophysical studies, rights of access to
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properties to conduct those studies, and salaries and other expenses of geologists, geophysical and other crews conducting those studies (collectively sometimes referred to as "geological and geophysical costs");
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(b) costs of carrying and retaining unproved properties, such as delay rentals, taxes (other than income and capital taxes) on properties, legal costs for title defence and the maintenance of land and lease records;
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(c) dry hole contributions and bottom hole contributions;
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(d) costs of drilling, completing and equipping exploratory wells; and
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(e) costs of drilling exploratory type stratigraphic test wells.
" Exploratory Well " means a well that is not a development well, a service well or a stratigraphic test well.
" Future Net Revenue " means a forecast of revenue, estimated using forecast prices and costs or constant prices and costs, arising from the anticipated development and production of resources, net of the associated royalties, operating costs, development costs and abandonment and reclamation costs.
" Gross " means:
-
(a) in relation to the Company's interest in production or reserves, its "company gross reserves", which are its working interest (operating or non-operating) share before deduction of royalties and without including any royalty interests of the Company;
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(b) in relation to wells, the total number of wells in which the Company has an interest; and
-
(c) in relation to properties, the total area of properties in which the Company has an interest.
" Net " means:
-
(a) in relation to the Company's interest in production or reserves, its working interest (operating or non-operating) share after deduction of royalty obligations, plus its royalty interests in production or reserves;
-
(b) in relation to the Company's interest in wells, the number of wells obtained by aggregating the Company's working interest in each of its gross wells; and
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(c) in relation to the Company's interest in a property, the total area in which the Company has an interest multiplied by the working interest owned by the Company.
" Service Well " means a well drilled or completed for the purpose of supporting production in an existing field. Wells in this class are drilled for the following specific purposes: gas injection (natural gas, propane, butane or flue gas), water injection, steam injection, air injection, saltwater disposal, water supply for injection, observation or injection for combustion.
" Abandonment and Reclamation Costs " represent all costs associated with the process of restoring a company's well sites with booked reserves which have been disturbed by oil and gas activities, existing and to be incurred, to a standard imposed by applicable government or regulatory authorities.
The information set forth in this Information Circular, inclusive of the Appendices hereto, relating to Logan's and Spartan's reserves and future net revenues, respectively, constitutes forward-looking statements which are subject to certain risks and uncertainties. See " Forward-Looking Statements " in this Information Circular and see " Risk Factors " in Appendix "A" hereto.
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SELECTED ABBREVIATIONS
| Oil and Natural Gas Liquids | Oil and Natural Gas Liquids | Natural Gas | |
|---|---|---|---|
| bbl | Barrel | Mcf | thousand cubic feet |
| bbls | Barrels | MMcf | million cubic feet |
| Mbbl | thousand barrels | Mcf/d | thousand cubic feet per day |
| bbl/d | barrels per day | MMcf/d | million cubic feet per day |
| NGL(s) | natural gas liquid(s) | MMbtu | million British Thermal Units |
Other
AECO Alberta Energy Company "C" Meter Station of the NOVA Pipeline System; BOE barrel of oil equivalent of natural gas and crude oil on the basis of 1 BOE for 6 Mcf of natural gas (this conversion factor is an industry accepted norm and is not based on either energy content or current prices)
BOE/d barrel of oil equivalent per day m[3 ] cubic metres Mcfe means 1,000 cubic feet equivalent on the basis of one bbl of crude oil for six Mcf of natural gas (this conversion factor is an industry accepted norm and is not based on either energy content or current prices) MBOE 1,000 barrels of oil equivalent M$ thousands of dollars
SELECTED CONVERSIONS
The following table sets forth certain standard conversions from Standard Imperial Units to the International System of Units (or metric units).
| To Convert From To Mcf cubic meters cubic meters cubic feet Bbls cubic meters cubic meters bbls Feet metres Meters feet Miles kilometres Kilometres miles Acres hectares Hectares acres |
Multiply By 28.320 35.315 0.159 6.290 0.305 3.281 1.609 0.621 0.405 2.471 |
|---|---|
NON-GAAP MEASURES
This Information Circular (including Appendices thereto) uses and refers to the terms " Free Funds Flow ", " Operating Netback ", " Operating Income ", " Average Realized Prices ", " Funds from Operations ", " Adjusted Funds Flow ", and " Capital Expenditures ", which are financial measures commonly used in the oil and gas industry, which do not have standardized meanings prescribed by IFRS or GAAP and therefore should not be considered in isolation. The reported amounts and their underlying calculations are not necessarily comparable or calculated in an identical manner to a similarly titled measure of other companies where similar terminology is used. Where this measure is used, it should be given careful consideration by the reader. This measure has been described and presented in this Information Circular (including Appendices thereto) in order to provide readers with additional information regarding the applicable entity's liquidity and its ability to generate funds to finance its operations.
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RISK FACTORS
Eligible Spartan Shareholders should understand that, subject to the completion of the Asset Sale, the Spin-Out and completion of the Registered Eligibility Form or Beneficial Eligibility Form, as applicable (as further described under " Procedure for Spartan Shareholders "), such Spartan Shareholders will receive the Cash Proceeds, Logan Shares and Logan Transaction Warrants pursuant to the Distribution, and maintain their existing equity interest in Spartan. Accordingly, eligible Spartan Shareholders will become shareholders of Logan and as a result will be subject to all of the risks associated with the operations of Logan and the industry in which it operates, in addition to the risks of being a Spartan Shareholder. Those risks include the factors affecting forward-looking statements described in this Information Circular and the risk factors set forth below, the risk factors set forth in Appendix "A" hereto, and the risk factors set forth in the Annual Information Form which is available for viewing on the Company's SEDAR profile at www.sedar.com.
Additional risks and uncertainties, including those currently unknown to or considered immaterial by Spartan may also adversely affect the business of Logan going forward. In particular, the Asset Sale, the Distribution and the operations of Logan are subject to certain risks including the risks set forth below and under the heading " Risk Factors " in Appendix "A" – Information Concerning Logan Energy Corp.
Risks Relating to the Transaction
The Asset Sale may not be Completed
The Asset Sale is anticipated to be completed on May 10, 2023, prior to the date of the Meeting. However, each of Spartan and Crescent Point has the right to terminate the Asset Sale Agreement in certain circumstances. Accordingly, as of the date of this Information Circular, there is no certainty, nor can Spartan provide any assurance, that the Asset Sale will not be terminated by either Spartan or Crescent Point before the completion of the Asset Sale. Failure to complete the Asset Sale could materially negatively impact the price of the Spartan Shares. Moreover, if the Asset Sale is not completed prior to the Meeting as anticipated, or at all, there is no assurance that the Spartan Board will be able to find a party willing to pay an equivalent or more attractive price for the Assets than the price to be paid pursuant to the terms of the Asset Sale Agreement.
In addition, as of the date of this Information Circular there can be no certainty that all conditions precedent to the Asset Sale will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. The completion of the Asset Sale is subject to a number of conditions precedent. There is no certainty, nor can Spartan provide any assurance, that these conditions will be satisfied prior to the Meeting as anticipated, or at all. If for any reason the Asset Sale is not completed, the market price of Spartan Shares may be adversely affected. Moreover, a substantial delay in obtaining satisfactory approvals could adversely affect the business, financial condition or results of operations of Spartan or result in the Distribution not being completed.
Various costs related to the Asset Sale, such as legal, accounting and certain financial advisor fees, will have to be paid by Spartan even if the Asset Sale is not completed.
Consents and Approvals
Completion of the Asset Sale, which is anticipated to occur prior to the Meeting, is conditional upon receiving certain consents and regulatory approvals including approvals under the Competition Act . A substantial delay in obtaining satisfactory approvals or the imposition of unfavourable terms or conditions in the regulatory approvals could adversely affect the business, financial condition or results of operations of Spartan and/or Logan.
Risks related to the Liquidity of Spartan Shares
The Letter of Transmittal and confirmation of eligibility requirements and process in respect of the Distribution may impair the active and liquid market in respect of the Spartan Shares during the Distribution period. The timeline for Shareholders to receive the Distribution, and the ability of a Shareholder to seek liquidity in respect of its Spartan Shares, may be significantly impaired or delayed during this period. Shareholders should consult with their own financial advisors with respect to the tradability of the Spartan Shares during this period. For more information, please see " The Transaction ".
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Risks related to the Liquidity of Logan Shares
There can be no assurance that an active and liquid market for the Logan Shares will develop and an investor may find it difficult to resell its Logan Shares.
Failure to Realize Anticipated Benefits of the Spin-Out and the Distribution
The Distribution is subject to normal commercial risks that the Distribution of the Cash Proceeds and/or the Logan Shares and the Logan Transaction Warrants may not be completed on the terms contemplated or at all. Spartan is proposing to complete the Spin-Out and the Distribution to benefit Spartan Shareholders as further set out under " The Transaction ". Achieving the benefits of the Distribution depends in part on the ability of Logan to successfully develop the Logan Assets.
RECORD DATE
Only Spartan Shareholders of record as of the close of business on April 11, 2023 (the " Record Date ") are entitled to notice of, and to attend and vote at, the Meeting except to the extent that:
-
(a) such person transfers his or her Spartan Shares after the Record Date; and
-
(b) the transferee of those Spartan Shares produces properly endorsed share certificates or otherwise establishes his or her ownership to the Spartan Shares and makes a demand to the registrar and transfer agent of the Company, not later than 10 days before the Meeting, that his or her name be included on the Spartan Shareholders' list for the Meeting.
Any registered Spartan Shareholder at the close of business on the Record Date who either personally attends the Meeting or who completes and delivers a proxy will be entitled to vote or have his or her Spartan Shares voted at the Meeting. However, a person appointed under a form of proxy will be entitled to vote the Spartan Shares represented by that form only if it is effectively delivered in the manner set out under the heading " Proxy Information – Completion of Proxies ".
PROXY INFORMATION
Solicitation of Proxies
The solicitation of proxies is made on behalf of the management of the Company. The costs incurred in the preparation of the Form of Proxy, Notice of Meeting and this Information Circular and costs incurred in the solicitation of proxies will be borne by the Company. The Company is sending the securityholder materials directly to registered Spartan Shareholders, and the Company will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to non-objecting and objecting beneficial shareholders. Solicitation of proxies will be primarily by mail, but may also be in person, by telephone or by electronic means. The Company is not relying on the notice-and-access provisions of NI 54-101 to send proxy-related materials to registered Spartan Shareholders or beneficial owners of Spartan Shares in connection with the Meeting.
Completion of Proxies
The Form of Proxy affords registered Spartan Shareholders or intermediaries an opportunity to specify that the Spartan Shares registered in their name shall be voted for or against or withheld from voting in respect of certain matters as specified in the accompanying Notice of Meeting. The persons named in the enclosed Form of Proxy are Fotis Kalantzis, the President and Chief Executive Officer of Spartan, and Geri L. Greenall, the Chief Financial Officer of Spartan.
The Form of Proxy must be dated and signed by the registered Spartan Shareholder or by his or her attorney authorized in writing or by the intermediary. In the case of a registered Spartan Shareholder that is a corporation, the proxy must be executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation with proof of authority accompanying the proxy. IF YOUR SPARTAN SHARES ARE HELD BY YOUR BANK, TRUST COMPANY, SECURITIES BROKER, TRUSTEE OR OTHER FINANCIAL INSTITUTION (YOUR
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NOMINEE), YOU ARE MOST LIKELY A BENEFICIAL SHAREHOLDER OF THE SPARTAN SHARES AND SHOULD REFER TO " PROXY INFORMATION – ADVICE TO BENEFICIAL SHAREHOLDERS " FOR FURTHER INSTRUCTIONS ON HOW TO VOTE BY PROXY AT THE MEETING.
Registered Spartan Shareholders are requested to date and sign the enclosed Form of Proxy and return it to: (i) the Company's transfer agent, Odyssey Trust Company, by mail at Trader's Bank Building, 702 67 Yonge St, Toronto, ON, M5E 1J8 Attention: Proxy Department or by fax to (800) 517-4553, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment or adjournments thereof; or (ii) the Chair of the Meeting on the day of the Meeting by email at [email protected], prior to the commencement of the Meeting. Alternatively, registered Spartan Shareholders may complete Form of Proxy online at https://login.odysseytrust.com/pxlogin, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment or adjournments thereof.
No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution. If a Form of Proxy is not dated, it will be deemed to bear the date on which it was mailed by management of the Company.
A REGISTERED SPARTAN SHAREHOLDER OR AN INTERMEDIARY HOLDING SPARTAN SHARES ON BEHALF OF A NON-REGISTERED SPARTAN SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A SPARTAN SHAREHOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING, IN THE PLACE OF THE PERSONS DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE COMPANY. TO EXERCISE THIS RIGHT, THE SPARTAN SHAREHOLDER OR INTERMEDIARY SHOULD STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE FORM OF PROXY AND INSERT THE NAME OF THEIR NOMINEE IN THE BLANK SPACE PROVIDED OR SUBMIT ANOTHER APPROPRIATE PROXY.
Revocation of Proxies
A registered Spartan Shareholder or intermediary who has submitted a Form of Proxy may revoke it by instrument in writing executed by the registered Spartan Shareholder or intermediary or his or her attorney authorized in writing, or, if the registered Spartan Shareholder is a corporation, under its corporate seal and executed by a director, officer or attorney thereof duly authorized, and deposited with: (i) the Company's transfer agent, Odyssey Trust Company, at Trader's Bank Building, 702 67 Yonge St, Toronto, ON M5E 1J8 , no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment or adjournments thereof; or (ii) the Chair of the Meeting on the day of the Meeting by email at [email protected], prior to the commencement of the Meeting, and upon such deposit the previous Form of Proxy is revoked.
Exercise of Discretion by Proxies
A registered Spartan Shareholder or intermediary may indicate the manner in which the persons named in the enclosed Form of Proxy are to vote with respect to any matter by checking the appropriate space. On any poll, those persons will vote or withhold from voting the Spartan Shares in respect of which they are appointed in accordance with the directions, if any, given in the Form of Proxy. If the registered Spartan Shareholder or intermediary wishes to confer a discretionary authority with respect to any matter, the space should be left blank. IN SUCH INSTANCE, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE THE SPARTAN SHARES REPRESENTED BY THE PROXY IN FAVOUR OF THE MOTION.
The Form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Information Circular, management of the Company knows of no such amendment, variation or other matter. However, if any other matters which are not now known to management should properly come before the Meeting, the proxies in favour of management nominees will be voted on such matters in accordance with the best judgment of the management nominees.
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Advice to Beneficial Spartan Shareholders
The information set forth in this section is of significant importance to many Spartan Shareholders, as a substantial number of Spartan Shareholders do not hold Spartan Shares in their own name ( " Beneficial Shareholders " ). You are most likely a Beneficial Shareholder if your bank, trust company, securities broker, trustee, or other financial institution (your nominee) holds your Spartan Shares in their name or the name of another intermediary. Beneficial Shareholders should note that only proxies deposited by registered Spartan Shareholders whose names appear on the records of the Company as the registered holders of Spartan Shares on the Record Date can be recognized and acted upon at the Meeting. If Spartan Shares are listed in an account statement provided to a Spartan Shareholder by a broker or other intermediary, then in almost all cases those Spartan Shares will not be registered in the Spartan Shareholder's name on the records of the Company. Such Spartan Shares will more likely be registered under the name of the Spartan Shareholder's broker, an agent of that broker, or other intermediary. In Canada, the vast majority of such Spartan Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Spartan Shares held by brokers or their agents or other nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for their clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Spartan Shares are communicated to the appropriate persons.
Applicable regulatory policies require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Spartan Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Spartan Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of that broker) is typically similar to the Form of Proxy provided to registered Spartan Shareholders by the Company. However, the purpose of the broker's form of proxy is limited to instructing the registered Spartan Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of a form of proxy. The Beneficial Shareholder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Beneficial Shareholder can call a toll-free telephone number or access the Internet to vote the Spartan Shares held by the Beneficial Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of Spartan Shares to be represented at the Meeting. A Beneficial Shareholder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Spartan Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Spartan Shares voted. Beneficial Shareholders who receive forms of proxies or voting materials from organizations other than Broadridge should complete and return such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly vote their Spartan Shares at the Meeting.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Spartan Shares registered in the name of the Beneficial Shareholder's broker (or agent of the broker), a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Spartan Shareholder and vote such Spartan Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Spartan Shares as proxyholder for the registered Spartan Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent) well in advance of the Meeting.
Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as non-objecting beneficial owners or " NOBOs ". Those Beneficial Shareholders who have objected to their intermediary disclosing ownership information about themselves to the Company are referred to as objecting beneficial owners or " OBOs ". Neither OBOs nor NOBOs will be receiving a Form of Proxy directly from the Company and will instead receive a voting instruction form or other form of proxy from an intermediary as described above. Pursuant to NI 54-101, the Company has distributed copies of the Meeting Materials to such intermediaries for distribution to Beneficial Shareholders.
If you have any questions respecting the voting of Spartan Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.
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SECURITIES LAW MATTERS
Canadian Securities Law Matters
The Logan Shares and Logan Transaction Warrants to be issued to Spartan Shareholders pursuant to the Distribution and the Logan Shares issued on exercise of the Logan Transaction Warrants will be issued in reliance on exemptions from the prospectus requirements of Applicable Canadian Securities Laws and will generally not be subject to any resale restrictions under Applicable Canadian Securities Laws (provided the conditions set out in Subsection 2.6(3) of National Instrument 45-102 – Resale of Securities are satisfied, including that the trade is not a "control distribution" as defined in Applicable Canadian Securities Laws). Spartan Shareholders should consult with their own financial and legal advisors with respect to the tradability of the Logan Shares and Logan Transaction Warrants received on completion of the Distribution.
MI 61-101
Spartan is subject to the provisions of MI 61-101, which is intended to regulate certain transactions to ensure equal treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders (excluding interested or related parties), independent valuations and, in certain circumstances, approval and oversight of the transaction by a special committee of independent directors. The minority securityholder protections of MI 61-101 apply to "related party transactions" (as defined in MI 61-101).
The Spartan Board has approved the vesting of all outstanding Spartan RSAs and Spartan Options on May 1�, 2023, conditional upon the consummation of the Asset Sale and Spin-Out. The acceleration of the vesting of the Spartan RSAs and Spartan Options may be considered a "collateral benefit" (as defined in MI 61-101). For the purposes of MI 61-101, directors, officers and employees of Spartan receive a "collateral benefit" if, among other things, they are entitled to receive, subject to certain exceptions, directly or indirectly, as a consequence of the Distribution, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to past or future services as an employee, director or consultant of Spartan or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by Spartan. However, except with respect to Messrs. Kalantzis, McHardy, Archibald, Overstrom and Greenslade and Ms. Greenall (for the reasons set forth below), these benefits or payments fall within an exception to the definition of "collateral benefit" for the purposes of MI 61-101, since the benefits are received solely in connection with the related party's services as an employee, director or consultant under certain circumstances, including where the related party and his or her associated entities beneficially owns or exercises control or direction, directly or indirectly, over less than 1% of the outstanding securities of each class of equity securities at the time the transaction was agreed to or publicly announced and: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; and (c) full particulars of the benefit are disclosed in the disclosure document for the transaction. Accordingly, with the exception of Messrs. Kalantzis, McHardy, Archibald, Overstrom and Greenslade and Ms. Greenall, no related party will be considered to have received a "collateral benefit" in respect of the vesting of the Spartan RSAs or Spartan Options for the purposes of MI 61-101.
As of March 31, 2023, Fotis Kalantzis owned or exercised control or direction over 8,399,034 securities (7,255,605 Spartan Shares, 781,600 Spartan Options and 361,829 Spartan RSAs), representing 4.6% of the outstanding Spartan Shares.
As of March 31, 2023, Richard F. McHardy owned or exercised control or direction over 8,327,569 securities (7,466,404 Spartan Shares, 541,001 Spartan Options and 320,164 Spartan RSAs), representing 4.6% of the outstanding Spartan Shares.
As of March 31, 2023, Donald Archibald owned or exercised control or direction over 2,166,497 securities (2,118,802 Spartan Shares, 30,534 Spartan Options and 17,161 Spartan RSAs), representing 1.2% of the outstanding Spartan Shares.
As of March 31, 2023, Kevin Overstrom owned or exercised control or direction over 2,064,362 securities (2,000,000 Spartan Shares, 47,201 Spartan Options and 17,161 Spartan RSAs), representing 1.2% of the outstanding Spartan Shares.
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As of March 31, 2023, Reginald J. Greenslade owned or exercised control or direction over 2,100,687 securities (2,036,325 Spartan Shares, 47,201 Spartan Options and 17,161 Spartan RSAs), representing 1.2% of the outstanding Spartan Shares.
As of March 31, 2023, Geri Greenall owned or exercised control or direction over 1,841,279 securities (1,552,123 Spartan Shares, 160,367 Spartan Options and 128,789 Spartan RSAs), representing 1.0% of the outstanding Spartan Shares.
As Messrs. Kalantzis, McHardy, Archibald, Overstrom and Greenslade and Ms. Greenall each held greater than 1% of the outstanding Spartan Shares as of the date of announcement of the Transaction, the Distribution to such persons may constitute a "related party transaction" (as defined in MI 61-101). However, the Spartan Board has determined the Distribution is exempt from the requirements to obtain a formal valuation or minority shareholder approval on the basis of sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Distribution, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization.
In addition, the Logan Financing may be considered a "related party transaction", a "connected transaction" or a "collateral benefit" for the purposes of MI 61-101. Since directors, officers and employees of Spartan are entitled to receive benefits or payments in connection with the Distribution and since certain of such individuals are expected to participate in the Logan Financing, MI 61-101 requires Spartan to obtain a formal valuation for each of the Distribution and the Logan Financing and minority shareholder approval unless, in each case an exemption is available. Such an exemption is available for both transactions because the fair market value of the Distribution and the Logan Financing, insofar as each involves interested parties, is not more than the 25% of the Company's market capitalization.
MI 61-101 also requires Spartan to disclose any "prior valuations" (as defined in MI 61-101) of Spartan or its material assets or securities, or any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the Distribution, in each case made within the 24-month period preceding the date of this Information Circular. After reasonable inquiry, neither Spartan nor any director nor any senior officer of Spartan has knowledge of any such "prior valuation" or bona fide prior offer.
United States Securities Law Matters
The Logan Shares and the Logan Transaction Warrants issuable to Spartan Shareholders pursuant to the Distribution have not been and will not be registered under the U.S. Securities Act in compliance with SEC Staff Legal Bulletin No. 4. Additionally, Spartan is exempt from reporting under the U.S. Exchange Act pursuant to Rule 12g3-2(b) thereunder, and once the Distribution is made, Logan expects to rely on the exemption provided in Rule 12g3-2(b) under the U.S. Exchange Act.
The Logan Shares to be issued pursuant to the Distribution will be freely transferable under US federal securities laws, except by persons who are "affiliates" of Spartan after the Distribution or were affiliates of Spartan within 90 days prior to the completion of the Distribution. Persons who may be deemed to be "affiliates" of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as significant shareholders of the issuer.
The Logan Transaction Warrants may not be exercised within the United States or by or on behalf of any person in the United States unless the Logan Shares issuable upon the exercise of the Logan Transaction Warrants are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available.
The enforcement by Spartan Shareholders of civil liabilities under United States securities laws may be affected adversely by the fact that Spartan and Logan are incorporated under the laws of Canada, a jurisdiction other than the United States, that some or all of their officers and directors are residents of countries other than the United States and that all or substantial portions of the assets of Spartan and Logan and such persons are or will be located outside the United States. You may not be able to sue a corporation organized under the laws of Canada or its officers or directors in a Canadian court for violations of United States securities laws. Additionally, it may be difficult
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to compel the foregoing persons to subject themselves to a judgment by a United States court. Last, you should not assume that the courts of Canada would enforce judgments of United States courts predicated upon civil liabilities under the United States securities laws or would enforce, in original actions, liabilities predicated upon civil liabilities under the United States securities laws.
Spartan Shareholders who are resident in (or citizens of) the United States should consult their legal advisors with respect to the legal consequences of the Distribution, including any associated filing requirements and the effects of owning and disposing of Logan Shares and the Logan Transaction Warrants in such jurisdictions.
THE LOGAN SHARES AND LOGAN TRANSACTION WARRANTS ISSUABLE PURSUANT TO THE DISTRIBUTION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DISTRIBUTION PROCEDURE FOR SPARTAN SHAREHOLDERS
THE CASH TO BE PAID AS PART OF THE RETURN OF CAPITAL AND SPECIAL DIVIDEND AND THE LOGAN SHARES AND LOGAN TRANSACTION WARRANTS TO BE DISTRIBUTED PURSUANT TO THE DISTRIBUTION WILL NOT BE AUTOMATICALLY PAID AND ISSUED TO SPARTAN SHAREHOLDERS. PLEASE READ THE BELOW CAREFULLY – SHAREHOLDER ACTION IS REQUIRED.
FOLLOWING THE MEETING, REGISTERED SPARTAN SHAREHOLDERS AND FINANCIAL INTERMEDIARIES, ON BEHALF OF THEIR UNDERLYING CLIENTS, WILL BE REQUIRED TO CONFIRM ELIGIBILITY TO RECEIVE THE DISTRIBUTION. IN ORDER TO BE ELIGIBLE, REGISTERED SPARTAN SHAREHOLDERS AND FINANCIAL INTERMEDIARIES, ON BEHALF OF THEIR UNDERLYING CLIENTS, WILL BE REQUIRED TO CONFIRM THAT NONE OF THE SHAREHOLDER, ITS ULTIMATE BENEFICIAL OWNER(S) OR ANY PERSON(S) THAT DIRECTLY OR INDIRECTLY CONTROLS THE SHAREHOLDER THROUGH THE OWNERSHIP OF EQUITY INTERESTS ARE IGOR MAKAROV, ARETI ENERGY S.A. (SWITZERLAND), ARETI ENERGY SPV, LLC (US) OR ARETI ENERGY LIMITED.
Registered Spartan Shareholders will receive a Registered Eligibility Form after the Meeting, which, when properly completed, duly executed and returned together with the certificates representing Spartan Shares and all other required documents described in the Registered Eligibility Form, will enable each registered Spartan Shareholder to obtain their entitlements with respect to the Distribution and exchange their Spartan Shares for new Spartan Shares, which will be identical to the existing Spartan Shares except that they will be evidenced by a new CUSIP (the " New CUSIP "). The Company has applied to the TSX for a substitutional listing of the New CUSIP and it is expected that the New CUSIP will trade in substitution of the old CUSIP in connection with the Distribution.
Beneficial Spartan Shareholders will be subject to the process set out below under "Beneficial Spartan Shareholders".
The Registered Eligibility Form and/or Beneficial Eligibility Form, as applicable, contains complete instructions on how to tender Spartan Shares to receive the Distribution. The Distribution will not affect the validity of currently outstanding share certificates of Spartan. However, once requisite eligibility documentation has been received by the Company, Spartan Shares will be substituted with Spartan Shares under the New CUSIP.
Spartan Shares for which a Registered Eligibility Form and/or Beneficial Eligibility Form, as applicable, has not been submitted to positively confirm eligibility will remain registered under the Company's existing CUSIP.
As the Logan Transaction Warrants expire on July 31, 2023, it is important that: (a) Spartan Shareholders deposit their Spartan Shares, together with a properly completed and duly executed Registered Eligibility Form; and (b) Beneficial Shareholders work with their Financial Intermediary to deposit their Spartan Shares, together with a properly completed and duly executed Beneficial Eligibility Form, as applicable, and other documentation required thereby as soon as possible in order to receive the securities they are
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entitled to receive pursuant to the Distribution, including the Logan Transaction Warrants.
| Registered Spartan Shareholders |
You are a registered Spartan Shareholder if you own Spartan Shares in your own name and either have a share certificate or direct registration statement that shows your ownership. Registered Spartan Shareholders need to follow the procedure outlined below, otherwise you will not receive the Distribution. The Registered Eligibility Form will be provided to registered Spartan Shareholders after the Meeting. Additional information will be provided in a press release Registered Spartan Shareholders that are corporations, partnerships or trusts, or where a person is acting in a power or attorney or executor capacity, will also need to send evidence of their capacity to confirm eligibility on behalf of the registered Spartan Shareholder. � The cash portion of the Distribution will be paid by cheque or wire, as applicable. � The Logan Shares and Logan Transaction Warrants will be issued only to registered Spartan Shareholders that have submitted a Registered Eligibility Form. � Spartan Shares will be exchanged for new Spartan Shares with the New CUSIP Registered Spartan Shareholders that wish to have their cheque and securities sent to an address other than the registered address will also be required to obtain a signature guarantee from a Canadian Financial Institution. If you have any questions or need assistance in completing the Registered Eligibility Form, please contact Kingsdale Advisors, toll free at 1-888-327-0819 or by email at [email protected]. |
|---|---|
| Beneficial Shareholders |
You are a beneficial shareholder if you own Spartan Shares through a financial intermediary such as a bank, broker or trust company (a "Financial Intermediary"). Beneficial shareholders will not be required to take action individually in order to receive the Distribution or to exchange existing Spartan Shares for new Spartan Shares with the New CUSIP. Your Financial Intermediary will be required to confirm eligibility to receive the Distribution on your behalf. If you have any questions regarding your eligibility status, you should contact your Financial Intermediary. Financial Intermediaries will be required to complete a Beneficial Eligibility Form for each of their CDS Participant positions and return it to Kingsdale Advisors as outlined on the Beneficial Eligibility Form. Financial Intermediaries will receive an electronic copy of the Beneficial Eligibility Form from Kingsdale Advisors after the Meeting. Any Financial Intermediary that does not receive the Beneficial Eligibility Form should immediately contact Kingsdale Advisors for assistance. Financial Intermediaries are instructed to note the eligibility definition included within the Beneficial Eligibility Form and to confirm compliance with the definition on its own behalf and on behalf of its underlying clients. Where a Financial Intermediary's client is itself an Intermediary (an "Intermediary Client") holding on behalf of beneficial shareholders, the Financial Intermediary must seek confirmation of eligibility from any such Intermediary Client, and for clarity cannot attest on behalf of such Intermediary Client. The Beneficial Eligibility Form requires separate confirmation of the aggregate number of Spartan Shares held that are eligible to receive the Distribution and the aggregate number of Spartan Shares that are ineligible to receive the Distribution. Any client or Intermediary Client position that has not been positively confirmed as either eligible or ineligible must not be attested for under either category and will be defaulted to a "No Attestation" status. Only Spartan Shares under the eligible category will receive the Distribution and have their Spartan Shares transferred to the New CUSIP. In addition to completing the Beneficial Eligibility Form, Financial Intermediaries are required to complete a medallion guarantee section and return the Beneficial Eligibility Form, all as will be further explained in the Beneficial Eligibility Form. |
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Financial Intermediaries will receive the Distribution entitlement for eligible shareholders by wire payment and CDS deposit, unless they direct Kingsdale advisors to issue a cheque and DRS advice in accordance with the Beneficial Eligibility Form.
Financial Intermediaries that have questions about completing the Beneficial Eligibility Form should contact Kingsdale Advisors, toll free at 1-888-327-0819 or by email at [email protected].
INFORMATION CONCERNING THE COMPANY
Spartan is committed to creating value for its shareholders, focused on sustainability both in operations and financial performance. The Company's ESG-focused culture is centered on generating Free Funds Flow through responsible oil and gas exploration and development. The Company has established a portfolio of high-quality production and development opportunities in the Deep Basin. Following completion of the Transaction, Spartan will continue to focus on the execution of the Company's organic drilling program in the Deep Basin, delivering operational synergies in a respectful and responsible manner to the environment and communities it operates in. The Company is well positioned to continue pursuing immediate production optimization, future growth with organic drilling, opportunistic acquisitions and the delivery of Free Funds Flow and periodic special dividends to shareholders.
Following completion of the Transaction, Spartan will continue to be led by Fotis Kalantzis, as President and Chief Executive Officer, and will include Geri Greenall, Chief Financial Officer and Vice President, Finance; Randy Berg, as Vice President, Land and Stakeholder Relations; and Thanos Natras, as Vice President, Exploration. Subject to the approval of Spartan Shareholders at the Meeting, the composition of the Spartan Board will remain unchanged following completion of the Transaction.
Spartan will retain and continue to develop its prolific liquids-rich, sustainable production Deep Basin assets. Following the Transaction, Spartan will have approximately 40,000[13 ] BOE/d of liquids rich production (29% Liquids). The Company will retain a dominant infrastructure footprint in central Alberta, including operatorship of the O'Chiese Nees-Ohpawganu'ck deep cut gas plant and will have approximately 70% of its 2023 gas production hedged at an average of $4.45/GJ.
The Company plans to begin paying a periodic special dividend based on Free Funds Flow, while also maintaining a solid financial position with a target leverage ratio of approximately 0.5x debt to cash flow.
The Spartan Shares trade on the TSX under the trading symbol "SDE".
The Company's head office is located at Suite 1500, 308 – 4[th] Avenue S.W., Calgary, Alberta, T2P 0H7. The registered office of the Company is located at 4300 Bankers Hall West, 888 – 3[rd] Street S.W., Calgary, Alberta, T2P 5C5.
For more information regarding Spartan, please refer to the Company's Annual Information Form which is available on Spartan's website at www.spartandeltacorp.com and on the Company's SEDAR profile at www.sedar.com.
INFORMATION CONCERNING LOGAN
Logan was only recently incorporated and has not carried on any active business other than in connection with the Spin-Out, the Distribution and related matters. As at the date hereof, Logan is a wholly-owned subsidiary of Spartan that does not have any assets or subsidiaries. Pursuant to the Spin-Out, and in accordance with the terms of the Logan Conveyance Agreement, the Logan Assets will be transferred and conveyed to Logan from Spartan in consideration for Logan Shares and Logan Transaction Warrants. Pursuant to the Distribution, the Logan Shares
13 40,000 BOE/d comprised of 170 mmcf/d of gas, 9,253 bbl/d of NGLs, 1,541 bbl/d of condensate and 821 bbl/d of oil.
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and Logan Transaction Warrants held by Spartan will be distributed to eligible Spartan Shareholders. Logan was incorporated under the ABCA on March 10, 2023 under the name "2499938 Alberta Ltd.", and articles of amendment were filed on March 22, 2023 to change the company's name to "Logan Energy Corp."
Spartan has applied to list the Logan Shares (including the Logan Shares issuable upon exercise of the Logan Transaction Warrants and the Logan Financing Warrants) on the facilities of the TSXV under the trading symbol "LGN". Listing will be subject to Logan meeting and fulfilling all listing requirements of the TSXV. There is no assurance that Logan will meet the listing requirements of the TSXV; however, if listing approval is ultimately obtained, trading in the Logan Shares is expected to commence shortly after the completion of the Distribution.
The primary assets to be transferred to Logan consist of 193,000 net acres of high working interest 95% Montney Crown land across three properties (Simonette, Pouce Coupe and Flatrock). Logan will have approximately 4,500 BOE/d of long life, balanced oil and gas production and 15.5 MMboe of TPP reserves as evaluated by McDaniel
Logan will be well-capitalized with approximately $104.1 million in cash (assuming the Logan Financing is fullysubscribed and the Logan Transaction Warrants are fully exercised), no debt, significant management ownership and a premium focused portfolio of assets. This estimate of cash available to Logan is dependent on various assumptions including, but not limited to, the final costs of the Distribution and Logan Financing, the Logan Share value, completion of the Logan Financing, and other factors. The actual cash on hand upon completion of the SpinOut and Distribution may be materially different from the current estimate. For more details about Logan, please see Appendix "A" – Information concerning Logan Energy Corp.
In connection with the Transaction, and subject to the approval of Spartan Shareholders at the Meeting, Logan intends to complete the Logan Financing. The interests of the directors and officers of Logan and their respective associates and affiliates in Logan arising from their ownership of Spartan Shares, Spartan Share Awards and Spartan Options are summarized in the following table:
| Name | Number of Logan Sh |
Number of |
N f | Number and Value of unvested Spartan securities which vest in connection with the Transaction(4) |
Pro Forma Holdings of Logan Shares(5) |
|
|---|---|---|---|---|---|---|
| Position with Logan |
ares to be distributed |
vested Spartan |
umber o vested Spartan |
|||
| pursuant to the Distribution(1)(2) |
Share Awards(3) |
Options | ||||
| Richard (Rick) McHardy Brendan Paton Ashley Hohm Craig Martin Fotis Kalantzis(6) Geri Greenall Reginald Greenslade Don Archibald Pat Ward Ron Hozjan |
President, Chief Executive Officer and a Director Vice President Engineering, and Chief Operating Officer Vice President, Finance and Chief Financial Officer Vice President, Operations Chairman and Director Director Director Director Director Director |
7,466,404 793,033 619,644 1,423,925 7,255,605 1,552,123 2,036,325 2,059,402 5,000 -- |
134,440 40,286 40,286 46,765 152,015 53,278 7,304 7,304 -- -- |
249,833 32,467 32,467 37,699 450,832 42,933 22,566 5,899 -- -- |
476,892 ($5,544,125) 133,777 ($739,587) 133,777 ($739,587) 169,427 ($1,963,792) 540,582 ($6,285,418) 192,945 ($2,234,352) 34,492 ($400,840) 34,492 ($400,840) 10,000 ($ Nil) -- ($ Nil) |
15,502,956 (4.5%) 1,693,598 (0.5%) 1,346,820 (0.4%) 2,988,276 (0.9%) 15,354,214 (4.4%) 3,262,948 (0.9%) 4,125,340 (1.2%) 4,151,402 (1.2%) -- (0%) -- (0%) |
Notes:
(1) Does not include any Logan Shares issuable pursuant to the exercise of the Logan Transaction Warrants.
(2) Does not include the number of Logan Shares issuable in exchange for any Spartan Shares issued pursuant to the acceleration of
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the Spartan Share Awards or in exchange for any Spartan Shares issued pursuant to the exercise of any Spartan Options prior to the effective time of the Spin-Out.
-
(3) Both vested and unvested Spartan Share Awards will be settled in cash and will not result in issuance of Spartan Shares. Both vested and unvested Spartan Options will be settled on a cashless basis, net of the exercise price and withholding taxes in Spartan Shares.
-
(4) Value of unvested Spartan securities which vest in connection with the Transaction are calculated as: (a) the difference between an estimated value of approximately $14.50 for the Spartan Shares and the exercise price of the unvested Spartan Options that would become vested; and (b) an estimated $14.50 VWAP of the Spartan Shares for the unvested Spartan Share Awards that would become vested.
-
(5) Includes Logan Shares issuable pursuant to the Distribution, assuming the full exercise of the Logan Transaction Warrants, inclusive of Spartan Shares issued pursuant to the acceleration of the Spartan Shares or pursuant to the exercise of any Spartan Options prior to the effective time of the Spin-Out. Does not include any Logan Shares or Logan Financing Warrants issuable to directors or officers of Logan pursuant to the Logan Financing. The denominator for the percentages set out in this column includes the total number of Logan Shares expected to be outstanding following the Spin-Out pursuant to the Distribution, assuming the full exercise of the Logan Transaction Warrants, and for clarity does not include any Logan Shares or Logan Financing Warrants issuable under the Logan Financing. To the extent the actual factors and circumstances differ from the assumptions set forth above, the number of Logan Shares outstanding and the number and percentage of Logan Shares held by the directors and officers of Logan will also differ. See also "Canadian Securities Law Matters – MI 61-101" and "Directors and Executive Officers" in Appendix "A" hereto.
-
(6) Dr. Kalantzis will be appointed Chairman concurrent with the completion of the Spin-Out of Logan.
SPARTAN SHARES AND PRINCIPAL HOLDERS THEREOF
The Company is authorized to issue an unlimited number of Spartan Shares, an unlimited number of preferred shares, issuable in series, and an unlimited number of special preferred shares. As of March 31, 2023, there are 171,425,508 fully paid and non-assessable Spartan Shares issued and outstanding, and no preferred shares or special preferred shares issued and outstanding . The holders of the Spartan Shares are entitled to receive notice of all meetings of Spartan Shareholders and to attend and vote the Spartan Shares at all such meetings. Each Common Share carries with it the right to one (1) vote.
The bylaws of the Company provide that if two (2) persons holding not less than 5% of the issued Spartan Shares entitled to vote are present in person or are represented by proxy, a quorum for the purposes of conducting a Spartan Shareholders' meeting is constituted.
The registered Spartan Shareholders set forth in " Record Date ", above, will be entitled to vote or have their Spartan Shares voted at the Meeting. However, a person appointed under a Form of Proxy will be entitled to vote the Spartan Shares represented by that form only if it is effectively delivered in the manner set out under the heading " Proxy Information – Completion of Proxies ".
To the best of the knowledge of the directors and executive officers of the Company, as at the date hereof, the following persons or companies beneficially owned, directly or indirectly, or exercised control or direction over, voting securities of the Company carrying more than 10% of the voting rights attached to the Spartan Shares:
| Name GMT Capital Corp. Atlanta, United States |
Number of Spartan Shares Held 35,211,900(1) |
Percentage of Total Issued and Outstanding Spartan Shares |
|---|---|---|
| 20.5% |
Note:
(1) Based on an Alternative Monthly Earning Warning Report filed by GMT Capital Corp under the Company's SEDAR profile on April 8, 2022. These Spartan Shares are held by the following managed accounts of GMT: Bay Resource Partners LP; Bay II Resource Partners LP; Bay Resource Partners Offshore Master Fund LP; Thomas Claugus; and GMT Exploration Company LLC.
MATTERS TO BE ACTED UPON
The Spartan Shareholders will be asked to consider and, if deemed appropriate:
-
(a) by ordinary resolution, to fix the Spartan Board at six (6) members;
-
(b) by ordinary resolution, to elect the directors of the Company;
-
(c) by ordinary resolution, to appoint auditors of the Company for the ensuing year and to authorize the directors of the Company to fix their remuneration;
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-
(d) by special resolution, to authorize the Spartan Board to reduce the stated capital account maintained by the Company in respect of the Spartan Shares;
-
(e) by ordinary resolution, to authorize, approve, ratify and confirm the Logan Option Plan for the ensuing year;
-
(f) by ordinary resolution, to authorize, approve, ratify and confirm the Logan Share Award Incentive Plan;
-
(g) by ordinary resolution, to approve the Logan Financing; and
-
(h) to transact such other business as may properly come before the meeting or any adjournments thereof.
The completion of the Spin-Out and the Distribution are not conditional upon approval at the Meeting of the Reduction of Stated Capital, the Logan Option Plan, Logan Share Award Incentive Plan or the Logan Financing. However, if the Logan Financing is not approved, the Spartan Board may, in its sole discretion, determine not proceed with the Spin-Out and in such circumstance, the Distribution would not include the Logan Shares or the Logan Warrants.
Additional detail regarding each of the matters to be acted on at the Meeting is contained below.
The audited consolidated financial statements of the Company for the years ended December 31, 2022 and 2021, together with the auditor's reports thereon, were mailed to the Spartan Shareholders who have requested such financial statements in accordance with applicable securities laws, and will be placed before the Spartan Shareholders at the Meeting. The financial statements are also available on the Company's SEDAR profile at www.sedar.com. No formal action will be taken at the Meeting to approve the financial statements, which have been approved by the Spartan Board. If any Spartan Shareholders have questions respecting such financial statements, the questions may be brought forward at the Meeting.
FIXING NUMBER OF DIRECTORS
At the Meeting, it is proposed that the number of directors to be elected to hold office until the next annual meeting or until their successors are elected or appointed, subject to the articles of the Company, be set at six (6).
In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Spartan Shares represented thereby in favour of setting the number of directors to be elected at the Meeting at six (6).
ELECTION OF DIRECTORS
Action is to be taken at the Meeting with respect to the election of directors. Spartan Shareholders will be asked to pass an ordinary resolution at the Meeting to elect, as directors, the nominees whose names are set forth in the table below. Voting for the election of nominees will be conducted on an individual, and not on a slate, basis. Each nominee elected will hold office until the next annual meeting of the Spartan Shareholders or until such director's successor is duly elected or appointed, unless his office is vacated earlier in accordance with the Company's articles.
The Spartan Board adopted a majority voting policy (the " Majority Voting Policy ") on August 27, 2021, pursuant to which, in an uncontested election of directors, a director who receives more "withhold" votes than "for" votes at the annual meeting of Spartan Shareholders will promptly tender his or her resignation to the Chair of the Spartan Board, to be effective upon acceptance by the Spartan Board. The Corporate Governance Committee will consider the director's offer to resign and make a recommendation to the Spartan Board whether to accept it. The Spartan Board will be expected to accept the resignation except in situations in which exceptional circumstances warrant the applicable director continuing to serve on the Spartan Board. Following the Spartan Board's decision on the resignation, the Spartan Board will promptly disclose its decision whether to accept the director's resignation offer including the reasons for rejecting the resignation offer, if applicable, by issuing a news release. Any director who tenders his or her resignation pursuant to the Majority Voting Policy may not participate in any portion of a meeting
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of the Spartan Board (or, if applicable, any committee of the Spartan Board, if he or she is a member of that committee) to consider the decision whether to accept such director's resignation.
Spartan Shareholders should note that, as a result of the Majority Voting Policy, a "withhold vote" is effectively the same as a vote against a director nominee in an uncontested election.
The Company is required by applicable corporate and securities legislation to have an Audit Committee comprised of members of the Spartan Board that are considered "financially literate" and a majority of which are considered "independent", as such terms are defined in NI 52-110. The Company has also established a Corporate Governance Committee, Compensation Committee and a Reserves and Environment Committee, each comprised of members of the Spartan Board. Please see the discussion under the heading " Corporate Governance Practices ". The present members of the Audit Committee, Corporate Governance Committee, Compensation Committee and Reserves and Environment Committee of the Spartan Board are identified in the table below.
The following information relating to the nominees as directors is based partly on the records of the Company and partly on information received by the Company from the respective nominees, and sets forth the name and municipality of residence of the persons proposed to be nominated for election as directors, all other positions and offices within the Company now held by them, their principal occupations or employments, the periods during which they have served as directors of the Company and the number of Spartan Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them as at the date hereof.
| Name and Residence | Positions Presently Held |
Director Since(1)(3) |
Principal Occupation for Previous Five (5) Years |
Spartan Shares Beneficially Owned or Controlled as of April 14, 2023(2) |
|---|---|---|---|---|
| Fotis Kalantzis Calgary, Alberta |
Director, President and Chief Executive Officer |
December 19, 2019 |
President, Chief Executive Officer and co-founder of the Company since December 19, 2019. Prior thereto, senior officer and co-founder of: Spartan Energy Corp. from December 2013 to May 2018; Spartan Oil Corp. from June 2011 to Jan 2013; and Spartan Exploration Ltd. from January 2008 to June 2011. |
7,255,605 (4.2%) |
| Richard F. McHardy(3) Calgary, Alberta |
Executive Chairman and a Director |
December 19, 2019 |
Executive Chairman and co-founder of the Company since December 19, 20197. President, Chief Executive Officer and a Director of Logan Energy Corp., a newly-formed subsidiary of Spartan Delta, since March 2023. Prior thereto, President, Chief Executive Officer and a Director of Spartan Energy from December 2013 to May 2018. |
7,466,404 (4.4%) |
| Donald Archibald(4)(6) Calgary, Alberta |
Director | December 19, 2019 |
Independent businessman; President of Cypress Energy Corp., a private investment company, since March 2008. Mr. Archibald also serves on the board and various committees of Palisade Capital, Panorama Mountain Resort, Petronas Energy Canada, UCEED Energy Fund and Willow Biosciences Inc. |
2,118,802 (1.2%) |
| Reginald J. Greenslade(3)(5) Calgary, Alberta |
Director | December 19, 2019 |
Independent businessman and Director of Cleantek Industries Inc. Director of Spartan Energy from December 2013 to May 2018. |
2,036,325 (1.2%) |
| Kevin Overstrom(4)(5)(6) Toronto, Ontario |
Director | December 19, 2019 |
Founder and a principal of KO Capital Advisors Ltd., a private investment company, since September 2018. Prior thereto, Vice Chairman, Co-Head of Energy Investment Banking at GMP FirstEnergy (formerly GMP Securities) from June 2014 to September 2018. |
2,000,000 (1.2%) |
| Tamara MacDonald(3)(4)(5) Calgary, Alberta |
Director | December 19, 2019 |
Director of Southern Energy Corp., and Rubellite Energy Inc.; and Director and Vice President Business Development of Cache Island Corp., a small private oil and gas company. Director of Equinor Canada from Oct 2019 to December 2022. Prior thereto, Senior Vice President, Corporate and Business Development, of Crescent Point Energy Corp. from October 2004 to July 2018. |
975,000 (0.6%) |
Notes:
(1) All directors of the Company are elected to hold office until the next annual meeting of Spartan Shareholders or until his or her successor is duly elected or appointed, unless his or her office is vacated earlier in accordance with the Company's articles. (2) Please note that this includes all Spartan Shares beneficially owned or controlled, directly and indirectly, by such holder. (3) Messrs. Greenslade (Chair), McHardy and Ms. MacDonald are members of the Company's Reserves and Environment Committee.
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(4) Ms. MacDonald (Chair) and Messrs. Archibald and Overstrom are members of the Company's Corporate Governance Committee. (5) Messrs. Overstrom (Chair) and Greenslade and Ms. MacDonald are members of the Company's Compensation Committee. (6) Messrs. Archibald (Chair), Greenslade and Overstrom are members of the Company's Audit Committee.
(7) Mr. McHardy will transition from his role as Executive Chairman and be appointed Chairman concurrent with the completion of the spinout of Logan Energy Corp.
Corporate Cease Trade Orders or Bankruptcies
None of the above proposed directors are, or within 10 years prior to the date of this Information Circular have been, a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity, was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.
None of the above proposed directors are, or within 10 years prior to the date of this Information Circular have been, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Except as disclosed below, none of the above proposed directors are, or within 10 years prior to the date of this Information Circular have been, a director or executive officer of any company that, while acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Mr. Archibald was a director of Waldron Energy Corporation (" Waldron ") from December 31, 2009 to August 17, 2015. On August 6, 2015, the secured subordinated lender of Waldron demanded repayment in full of all amounts owed to it under its credit facility and gave notice of its intention to enforce its security. This repayment demand created a cross-default between Waldron and its secured bank lender, which subsequently demanded repayment in full of all amounts owed to it under its credit facility and also gave notice of its intention to enforce its security. After various discussions between Waldron and both its lenders, Waldron consented to the appointment of a receiver and manager on August 13, 2015. On August 17, 2015, a receiver and manager was appointed over the assets, undertakings and property of Waldron pursuant to an order of the Court.
Mr. Archibald was Chairman of Cequence Energy Ltd. (" Cequence ") from July 30, 2009 to September 28, 2020. Pursuant to an amended and restated initial order of the Court on June 11, 2020, Cequence was granted authority to file with the Court a plan of compromise or arrangement under CCAA. On September 28, 2020, Cequence implemented a plan of compromise and arrangement which was sanctioned on September 17, 2020 by order of the Court. The CCAA plan marked the conclusion of the CCAA proceedings.
Personal Bankruptcies
None of the above proposed directors have, within 10 years prior to the date of this Information Circular, become bankrupt, made a proposal under any bankruptcy or insolvency legislation, been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold their assets.
Penalties and Sanctions
None of the above proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, or have entered into a settlement agreement with a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Spartan Shares represented thereby in favour of the election to the Spartan Board of those persons
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designated above as nominees for election as directors. The Spartan Board does not contemplate that any of such nominees will be unable to serve as a director. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion, unless the Shareholder has specified in his proxy that his Spartan Shares are to be withheld from voting on the election of directors.
APPOINTMENT OF AUDITORS
The Spartan Shareholders will be asked to pass an ordinary resolution at the Meeting to appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the next annual meeting of the Spartan Shareholders, at such remuneration to be determined by the Spartan Board. PricewaterhouseCoopers LLP was first appointed as the Company's auditors on June 12, 2020.
In the absence of contrary instructions, the persons named in the accompanying Form of Proxy intend to vote the Spartan Shares represented thereby in favour of the appointment of PricewaterhouseCoopers LLP as auditors of the Company.
APPROVAL OF REDUCTION OF STATED CAPITAL OF SPARTAN SHARES
At the Meeting, Spartan Shareholders will be asked to consider and, if deemed advisable, approve a special resolution authorizing the Spartan Board to reduce the stated capital of the Spartan Shares (the " Reduction of Stated Capital ") by up to $540.0 million, which is the current aggregate stated capital of the Spartan Shares. The Company's governing statute, the ABCA, allows a corporation to reduce its stated capital provided there are no reasonable grounds for believing that (a) the corporation is, or would after the reduction be, unable to pay its liabilities as they become due, or (b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities. The Spartan Board has concluded that the Company satisfies these tests.
If the special resolution on the Reduction of Stated Capital is approved by Spartan Shareholders at the Meeting and the Asset Sale is completed, the Spartan Board will distribute to eligible Spartan Shareholders $479.4 million in cash and $60.6 million in Logan Shares and Logan Transaction Warrants as a return of capital. The balance of the cash to be paid pursuant to the Distribution will be distributed to eligible Spartan Shareholders as a special dividend. For more details, please see " The Transaction – The Distribution ". For Canadian income tax purposes, the special dividend will be designated as an "eligible dividend". For a description of the principal Canadian federal income tax considerations applicable to the Shareholders in connection with the Reduction of Stated Capital, please see " Federal Income Tax Considerations ".
The Spartan Board believes that the passing of the following resolution is in the best interests of the Company and recommends that Spartan Shareholders vote in favour of the resolution. At the Meeting, the Spartan Shareholders will be asked to approve the following special resolution:
" BE IT RESOLVED as a special resolution that:
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the directors of Spartan be and are hereby authorized, without further action on the part of the holders (" Spartan Shareholders ") of common shares (" Spartan Shares ") of Spartan, to reduce the stated capital account maintained for the Spartan Shares (the " Reduction of Stated Capital ") by an aggregate amount of up to $540.0 million in accordance with Section 38 of the Business Corporations Act (Alberta);
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notwithstanding that this special resolution has been duly passed by the Spartan Shareholders, the board of directors of Spartan is authorized to determine at any time, in its sole discretion, not to proceed with the Reduction of Stated Capital contemplated hereby and to revoke this special resolution, without further approval of the Spartan Shareholders; and
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any one officer or director of Spartan is hereby authorized to execute and deliver, whether under corporate seal or otherwise, all such agreements, instruments, notices, consents, acknowledgements, certificates and other documents (including any documents required under applicable laws or regulatory policies), and to perform and do all such other acts and things, as any such officer or director in such individuals' discretion may consider to be necessary or advisable
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from time to time in order to give effect to this special resolution."
In order for the foregoing resolution to be passed, it must be approved by at least two-thirds the votes cast by Spartan Shareholders, in person or by proxy, at the Meeting on such resolution.
IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE THE SPARTAN SHARES REPRESENTED THEREBY IN FAVOUR OF THE REDUCTION OF STATED CAPITAL SPECIAL RESOLUTION.
The Distribution of the Cash Proceeds and the Logan Shares and Logan Transaction Warrants is not conditional upon approval of the Reduction of Stated Capital resolution. If such approval is not obtained, the entirety of Cash Proceeds, Logan Shares and Logan Transaction Warrants will be distributed by way of a special dividend, without any Reduction of Stated Capital. However, if the Logan Financing is not approved, the Spartan Board may, in its sole discretion, determine not proceed with the Spin-Out and in such circumstance, the Distribution would not include the Logan Shares or the Logan Warrants. See " Certain Canadian Federal Income Tax Considerations ".
APPROVAL OF THE LOGAN OPTION PLAN
Pursuant to the Distribution, each eligible Spartan Shareholder will receive one (1) Logan Share and one (1) Logan Transaction Warrant for every Spartan Share held. Spartan has applied to list the Logan Shares on the facilities of the TSXV. The TSXV requires all listed companies to obtain shareholder approval of security-based compensation plans. Spartan Shareholders will be asked at the Meeting to vote on a resolution to approve the Logan Option Plan for the ensuing year.
The Logan Option Plan was adopted by the Logan Board on April 14, 2023 to attract and retain directors, officers, employees, consultants and other service providers of Logan or its subsidiaries through the issuance of Logan Options. The purpose of the Logan Option Plan is to incentivize such individuals to achieve the longer-term objectives of Logan; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of Logan.
The full text of the Logan Option Plan is appended hereto as Appendix "B". For a discussion of the terms of the Logan Option Plan, please see "Logan Option Plan " in Appendix "A" of the Information Circular.
No Logan Options have been granted under the Logan Option Plan as of the date hereof and none will be granted until after the listing of the Logan Shares on the TSXV.
The Spartan Board believes that the passing of the following resolution is in the best interests of the Company and recommends that Spartan Shareholders vote in favour of the resolution. At the Meeting, the Spartan Shareholders will be asked to approve the following ordinary resolution:
" BE IT RESOLVED as an ordinary resolution that:
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the stock option plan of Logan Energy Corp. (" Logan "), substantially in the form attached as Appendix "B" to the management information circular of Spartan dated April 14, 2023, be and is hereby authorized, approved, ratified and confirmed as the stock option plan of Logan;
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the form of stock option plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of Spartan or Logan;
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any one officer or director of Logan be and is hereby authorized and directed to do all things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution; and
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notwithstanding that this resolution has been passed by the shareholders of Spartan, the directors of Logan are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of Spartan or Logan, at any time if such revocation is considered necessary or desirable by the directors of Logan."
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In order for the foregoing resolution to be passed, it must be approved by a majority of the votes cast by Spartan Shareholders, in person or by proxy, at the Meeting on such resolution.
IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE THE SPARTAN SHARES REPRESENTED THEREBY IN FAVOUR OF THE APPROVAL OF THE LOGAN OPTION PLAN.
The completion of the Spin-Out and the Distribution are not conditional upon approval of the Logan Option Plan.
APPROVAL OF THE LOGAN SHARE AWARD INCENTIVE PLAN
The Logan Share Award Incentive Plan was adopted by the Logan Board on April 14, 2023 to authorize the Logan Board to issue Logan Share Awards to directors, officer, employees, consultants and certain other service providers of Logan and, if applicable, its subsidiaries. No Logan Share Awards have been granted under the Logan Share Award Incentive Plan as of the date hereof and none will be granted until after the listing of the Logan Shares on the TSXV.
Spartan Shareholders will be asked at the Meeting to vote on a resolution to approve the Logan Share Award Incentive Plan for the ensuing year.
The full text of the Logan Share Award Incentive Plan is appended hereto as Appendix "C". For a discussion of the terms of the Logan Share Award Incentive Plan, please see "Logan Share Award Incentive Plan " in Appendix "A" of the Information Circular.
The Spartan Board believes that the passing of the following resolution is in the best interests of the Company and recommends that Spartan Shareholders vote in favour of the resolution. At the Meeting, the Spartan Shareholders will be asked to approve the following ordinary resolution:
" BE IT RESOLVED as an ordinary resolution that:
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the share award incentive plan of Logan Energy Corp. (" Logan "), substantially in the form attached as Appendix "C" to the management information circular of Spartan Delta Corp. (" Spartan ") dated April 14, 2023, be and is hereby authorized, approved, ratified and confirmed as the share award incentive plan of Logan;
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the form of share award incentive plan may be amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of Spartan or Logan;
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any one officer or director of Logan be and is hereby authorized and directed to do all things and to execute and deliver all documents and instruments as may be necessary or desirable to carry out the terms of this resolution; and
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notwithstanding that this resolution has been passed by the shareholders of Spartan, the directors of Logan are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of Spartan or Logan, at any time if such revocation is considered necessary or desirable by the directors of Logan."
In order for the foregoing resolution to be passed, it must be approved by a majority of the votes cast by Spartan Shareholders, in person or by proxy, at the Meeting on such resolution.
IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE THE SPARTAN SHARES REPRESENTED THEREBY IN FAVOUR OF THE APPROVAL OF THE LOGAN SHARE AWARD INCENTIVE PLAN.
The completion of the Spin-Out and the Distribution are not conditional upon approval of the Logan Share Award Incentive Plan.
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APPROVAL OF THE LOGAN FINANCING
At the Meeting, Spartan Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution to authorize the Logan Financing for aggregate gross proceeds of up to $47.5 million, including up to a maximum of approximately 71.4 million Logan Shares and 64.3 million Logan Units.
Each Logan Unit will consist of one (1) Logan Share and one (1) Logan Transaction Warrant. Each Logan Transaction Warrant will entitle the holder thereof to acquire one Logan Share at an exercise price of $0.35 per Logan Share, subject to adjustment in certain events, for a period of five years. The Logan Transaction Warrants will vest and become exercisable as to one-third upon the Logan Market Price equalling or exceeding $0.7000, an additional one-third upon the Market Price equalling or exceeding $0.7875, and a final one-third upon the Market Price equalling or exceeding $0.8750. Completion of the Logan Financing is subject to certain approvals, including TSXV approval and disinterested approval of Spartan Shareholders. Each Logan Share and each Logan Unit will be issued at a subscription price of $0.35. The price of $0.35 represents the net asset value of Logan, calculated based on the to include the NPV of TPP reserves discounted at 10% before-tax attributed to the Logan Assets as evaluated in the McDaniel Logan Report and the undeveloped land value attributed to the undeveloped acreage in - the Flatrock area as evaluated by Seaton Jordan & Associates Ltd. as of December 31, 2022. In determining the subscription price, Spartan considered the advice of NBF and Scotia with regard to certain financial matters and also considered, among other factors, the reserve value of Logan, projected production and cash flows of Logan, net asset value of Logan, financing completion risk and the trading price of comparable public companies. For more details about the Logan Financing and the net asset value of Logan, please see " The Transaction – Logan Energy Corp. – Logan Financing ".
The exercise price for the Logan Transaction Warrants and the Logan Financing Warrants and the price at which Logan Shares or Logan Units, as applicable will be issued pursuant to the Logan Financing are the same, being $0.35 per Logan Share.
Historically, in transactions of this nature, securities issued pursuant to the initial private placement subsequently trade at a premium to the subscription price under the private placement which is often at a greater discount to the market price than the maximum allowable discount permitted by stock exchanges. However, there can be no assurances that the Logan Shares will trade at a premium to the issue price of the Logan Shares pursuant to the Logan Financing, if and when the Logan Shares are listed and posted for trading on a stock exchange.
The following table sets forth the currently proposed allocation of the Logan Shares to be issued pursuant to the Logan Financing, as well as other payments and benefits to be received by the directors, officers and employees of Spartan as a result of the Arrangement.
No finders' fees or commissions will be paid in connection with the Logan Financing. Directors, officers, certain shareholders and employees of Logan as well as service providers, consultants and other related persons will be entitled to subscribe for all or a portion of the Financing. The Logan Financing is expected to close shortly after the completion of the Distribution, and prior to the date of the listing of the Logan Shares on the TSXV, subject to the receipt of any required regulatory or stock exchange approvals, as applicable.
The purpose of the Logan Financing is to provide additional capital for use by Logan in its exploration and development activities and for general working capital purposes. The Logan Board believes that the Logan Financing will: (a) facilitate increased ownership in Logan, at a fair price and in a manner which encourages continued performance; (b) align the interests of holders of Logan Shares through the capital commitment being made under the Logan Financing by Logan employees; (c) allow Logan to meet the challenges in retaining qualified personnel in a very competitive employment market, particularly in the context of Spartan's historical cash compensation levels; and (d) provide additional capital to Logan for use in its exploration and development program.
The Spartan Board believes that the passing of the following resolution is in the best interests of the Company and recommends that Spartan Shareholders vote in favour of the resolution. At the Meeting, the Spartan Shareholders will be asked to approve the following ordinary resolution:
" BE IT RESOLVED as an ordinary resolution that the non-brokered private placement of Logan Energy Corp. (" Logan ") for aggregate proceeds of up to $47.5 million at a subscription price of $0.35 per share or unit, as applicable, being the net asset value of Logan on a per share basis, substantially on the terms
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described in the management information circular of Spartan dated April 14, 2023, be and is hereby authorized and approved."
In order for the foregoing resolution to be passed, it must be approved by a majority of the votes cast by Spartan Shareholders, in person or by proxy, at the Meeting on such resolution, excluding votes cast in respect of Spartan Shares held, directly or indirectly, or over which control or direction is exercised, by any Person who will participate in the Logan Financing or his or her associates or affiliates, currently anticipated to be certain current officers, employees, directors, employees and other shareholders of Spartan holding 78,234,206 Spartan Shares or approximately 45.6% of the Spartan Shares (inclusive of Spartan Shares issued through the Employee Stock Purchase Plan).
IN THE ABSENCE OF CONTRARY INSTRUCTIONS, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE THE SPARTAN SHARES REPRESENTED THEREBY IN FAVOUR OF THE APPROVAL OF THE LOGAN FINANCING.
If the Logan Financing is not approved, the Spartan Board may, in its sole discretion, determine not proceed with the Spin-Out and in such circumstance, the Distribution would not include the Logan Shares or the Logan Warrants.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
Certain Canadian Federal Income Tax Considerations
In the opinion of Stikeman Elliott LLP, counsel to Spartan and Logan, the following summary, as of the date of this Information Circular, fairly describes the principal Canadian federal income tax considerations applicable under the Tax Act to Spartan Shareholders with respect to the Distribution who, for the purposes of the Tax Act: (i) beneficially owns their Spartan Shares and will beneficially own each Logan Share and Logan Transaction Warrant constituting each Logan Unit that is received as a result of the Distribution, (ii) deal at arm's length with, and are not affiliated with, each of Spartan or Logan; and (iii) hold their Spartan Shares, and will hold any Logan Shares and Logan Transaction Warrants received as a result of the Distribution, as capital property. Spartan Shares, Logan Shares and Logan Transaction Warrants will generally be considered to be capital property to a Spartan Shareholder provided that the Spartan Shareholder does not hold such securities in the course of carrying on a business of buying and selling securities and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. Certain Canadian resident Spartan Shareholders for whom Spartan Shares or Logan Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have those Spartan Shares and Logan Shares, and any other "Canadian securities" (as defined in the Tax Act) owned by that Canadian resident Spartan Shareholder in the taxation year in which the election is made and all subsequent taxation years, be deemed to be capital property. This election does not apply to the Logan Transaction Warrants. Such Spartan Shareholders contemplating making such an election should first consult their own tax advisors.
This summary is not applicable to a Spartan Shareholder that is (i) a "financial institution" for purposes of the markto-market rules in the Tax Act; (ii) a "specified financial institution"; (iii) an interest in which is a "tax shelter investment"; (iv) that reports its "Canadian tax results" in a currency other than Canadian currency; (v) that has entered into, or will enter into, with respect to its Spartan Shares, Logan Shares or Logan Transaction Warrants, as the case may be, a "derivative forward agreement", "synthetic disposition arrangement" or a "dividend rental arrangement"; (vi) that acquired Spartan Shares under or in connection with any equity based compensation arrangement; or (vii) that is exempt from tax under Part I of the Tax Act (all such terms as defined in the Tax Act). Any such Spartan Shareholder should consult with their own tax advisors
This summary is based on the current provisions of the Tax Act in force on the date hereof the facts of the Distribution set out in this Information Circular, and counsel's understanding of the current administrative and assessing policies and practices of the Canada Revenue Agency. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof (the " Proposed Amendments "), and assumes that all Proposed Amendments will be enacted substantially in the form proposed. However, there can be no assurance that the Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in law or the administrative or assessing policies or practices of the Canada revenue Agency, whether by legislative, governmental or judicial action or decision, nor does it take into account provincial,
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territorial or foreign income tax considerations, which may differ materially from the Canadian federal income tax considerations discussed below.
This summary assumes that Logan will be a "public corporation" for purposes of the Tax Act at the time of the Distribution. Logan has represented to counsel that Logan will take the required steps, including making the requisite election in the manner and within the time required under the Tax Act, to so qualify Logan.
This summary is of a general nature only, and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular Spartan Shareholder. Spartan Shareholders should consult with their own tax advisors for advice regarding the income tax considerations applicable to them, having regard to their particular circumstances.
Return of Capital
Where the special resolution approving the Reduction of Stated Capital is passed, a portion of the amount that will be paid by Spartan to the Spartan Shareholders on the Distribution, which will include, in part, the Logan Shares and Logan Transaction Warrants, will be made as a return of capital pursuant to a reduction of the paid-up capital (as defined in the Tax Act) (" PUC ") of the Spartan Shares. PUC is the aggregate of all amounts received by a corporation upon the issuance of its shares (by class), adjusted in certain circumstances in accordance with the Tax Act. PUC differs from the adjusted cost base of shares to any particular shareholder because adjusted cost base is calculated based on the amount paid by a shareholder to acquire shares of a corporation, whether on issuance by the corporation or from a third party through the marketplace. An amount paid by a public corporation as defined for the purposes of the Tax Act to its shareholders on a reduction of the PUC in respect of any class of its shares is generally deemed to be a dividend by virtue of subsection 84(4.1) unless subsection 84(3) of the Tax Act applies in circumstances where the amount paid is made as part of the winding-up, discontinuance or reorganization of the corporation's business, or where the amount may reasonably be considered to have been derived from proceeds of disposition realized by the corporation, or by a person or partnership in which the corporation had a direct or indirect interest at the time that the proceeds were realized, from a transaction that occurred (i) outside the ordinary course of the business of the corporation or the person or partnership that realized the proceeds, and (ii) within the period that commenced 24 months before the payment. Counsel understands that Management of Spartan is of the view that either or both of these exceptions should apply to that portion of the Distribution which constitutes a return of capital.
The proceeds for the Distribution will be derived from the Asset Sale and the Spin-Out. Management of Spartan is of the view that the Distribution can reasonably be considered to be derived from proceeds of disposition realized by Spartan or a person or partnership in which the Spartan has a direct or indirect interest from a transaction that occurred outside the ordinary course of business of Spartan or that person or partnership and, as a result, subsection 84(4.1) should not apply to deem the amount paid to holders of Spartan Shares in respect of the return of capital portion of the Distribution to be a dividend. Additionally, the Distribution is being made as part of a reorganization of the assets of Spartan which includes the Spin-Out of such assets to Logan, and Management of Spartan is of the view that such Spin-Out constitutes a reorganization for purposes of subsection 84(3). These determinations are not free from doubt and no legal opinion or advance tax ruling has been sought or obtained in this regard. If the return of capital portion of the Distribution is deemed to be a dividend under the Tax Act or where the special resolution approving the Reduction of Stated Capital is not approved, the provisions of the Tax Act regarding taxable dividends from a taxable Canadian corporation would apply and the summary below regarding the return of capital would not be applicable.
Allocation of Cost
The total fair market value attributable to the Logan Share and Logan Transaction Warrants in respect of that portion of the Distribution constituted by the return of capital which does not include the cash paid in respect thereof, must be allocated on a reasonable basis between the Logan Shares and Logan Transaction Warrants to determine the cost of each security to a Spartan Shareholder for purposes of the Tax Act.
For its purposes, Spartan intends to allocate $0.33 of the non-cash return of capital portion of the Distribution per Logan Share and $0.02 of the non-cash return of capital portion of the Distribution per Logan Transaction Warrant. Although Spartan believes that its allocation is reasonable, it is not binding on the Canada Revenue Agency or any
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Spartan Shareholder, and no legal opinion or tax ruling has been sought or obtained with respect to Spartan's proposed allocation.
Exercise of Logan Transaction Warrants
No gain or loss will be realized by a Spartan Shareholder upon the exercise of a Logan Transaction Warrant to acquire a Logan Share. When a Logan Transaction Warrant is exercised, the Spartan Shareholder's cost of the Logan Shares acquired thereby will be the aggregate of the Spartan Shareholder's adjusted cost base of such Logan Transaction Warrant and the exercise price paid by the Spartan Shareholder for the Logan Share. The Spartan Shareholder's adjusted cost base of the Logan Share so acquired will be determined by averaging such cost with the adjusted cost base to the Spartan Shareholder of all other Logan Shares (if any) held by the Spartan Shareholder as capital property immediately prior to such acquisition.
Resident Shareholders
The following portion of this summary is applicable to a Spartan Shareholder who, for purposes of the Tax Act and at all relevant times, is resident or deemed to be resident in Canada (" Resident Shareholders ").
Distribution of Logan Shares and Logan Transaction Warrants
Where the special resolution approving the Reduction of Stated Capital is passed, Spartan will distribute the Logan Shares and Logan Transaction Warrants on the Distribution as part of the return of capital. The fair market value of the Logan Shares and Logan Transaction Warrants distributed on the Distribution should be treated as a return of PUC for purposes of the Tax Act to Resident Shareholders and will not be included in computing the Resident Shareholder's income for purposes of the Tax Act, provided that such fair market value, together with the cash distributed on the return of capital portion of the Distribution, does not exceed the PUC attributable to the Spartan Shares held by such Resident Shareholder. Management of Spartan intends that the amount of the return of PUC should be less than the PUC of the Spartan Shares. In the event that the fair market value of the Logan Shares and Logan Transaction Warrants plus the additional cash consideration to be received by a Resident Shareholder on the return of capital exceeds the PUC of such Spartan Shares held by such Resident Shareholder, the excess amount should be treated as a taxable dividend received by the Resident Shareholder from a taxable Canadian corporation. In the event the special resolution approving the Reduction of Stated Capital is not passed, the entire amount of the proposed return of capital should be treated as a taxable dividend received by the Resident Shareholder from a taxable Canadian corporation. The taxation of dividends is described below under the heading " Resident Shareholders – Dividends on Spartan Shares and Logan Shares ".
A Resident Shareholder who receives Logan Shares and Logan Transaction Warrants and cash consideration as part of the return of capital portion of the Distribution will be required to reduce the adjusted cost base of the Spartan Shares held by such Resident Shareholder by the lesser of the fair market value of the Logan Shares, Logan Transaction Warrants and cash consideration so received and the PUC of the Spartan Shares held by such Resident Shareholder immediately prior to the Distribution. If, as a result of such reduction, the adjusted cost base of the Spartan Shares held by the Resident Shareholder becomes negative (i.e., the amount of the reduction exceeds the adjusted cost base of the Spartan Shares), such negative amount will be deemed to be a gain that is a capital gain realized by the Resident Holder in the taxation year that includes the Distribution and the adjusted cost based of such Spartan Shares will be nil immediately after the Distribution. The taxation of capital gains and capital losses is described below under the heading " Resident Shareholders – Taxation of Capital Gains and Capital Losses ".
The cost of the Logan Shares and Logan Transaction Warrants acquired by a Resident Shareholder on the Distribution should be equal to the fair market value of such Logan Shares and Logan Transaction Warrants at the time of the Distribution.
Dividends on Spartan Shares and Logan Shares
In the case of a Resident Shareholder who is an individual, dividends received or deemed to be received on the Spartan Shares, including as a result of the Distribution, or the Logan Shares should be included in computing the Resident Shareholder's income and should be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends form taxable Canadian corporations. If Spartan or Logan, as the case may be,
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designates such dividend or deemed dividend to be an "eligible dividend" for the purposes of the Tax Act, the enhanced gross-up and dividend tax credit rules normally applicable to taxable dividends that are eligible dividends should apply.
A Resident Shareholder that is a corporation will be required to include in income the Resident Shareholder's share of dividends received or deemed to be received on the Resident Shareholder's Spartan Shares or Logan Shares, but will generally be entitled to deduct such amounts in computing taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Shareholder that is a corporation as proceeds of disposition or a capital gain. Resident Shareholders that are corporations should consult their own tax advisors having regard to their own circumstances.
A Resident Shareholder that is a "private corporation" or a "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on its Spartan Shares or Logan Shares, to the extent such dividends are deductible in computing the Resident Shareholder's taxable income for the taxation year. A "subject corporation" is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).
Expiry of Logan Transaction Warrants
In the event of the expiry of an unexercised Logan Transaction Warrant, a Resident Shareholder will realize a capital loss equal to the Resident Shareholder's adjusted cost base of such Logan Transaction Warrant. The tax treatment of capital gains and losses is discussed below under the heading " Resident Shareholders – Taxation of Capital Gains and Capital Losses ".
Disposition of Spartan Shares or Logan Shares
A Resident Shareholder that disposes or is deemed to dispose of a Spartan Share or a Logan Share (other than to the issuing company in a manner other than a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) or a Logan Transaction Warrant (other than on the exercise of a Logan Transaction Warrant) in a taxation year will generally realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Spartan Share, Logan Share or Logan Transaction Warrants exceeds (or are less than) the aggregate of the Resident Shareholder's adjusted cost base of such Spartan Share, Logan Share or Logan Transaction Warrant, determined immediately before the disposition, and any reasonable costs of disposition. The taxation of capital gains and capital losses is described below under the heading " Resident Shareholders – Taxation of Capital Gains and Capital Losses ".
Taxation of Capital Gains and Capital Losses
Generally, a Resident Shareholder is required to include in computing its income for a taxation year one-half of any capital gain (a " taxable capital gain ") realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Shareholder is required to deduct one-half of the amount of any capital loss (an " allowable capital loss ") realized in a taxation year from taxable capital gains realized by the Resident Shareholder in the year. Allowable capital losses in excess of taxable capital gains for the year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year, in each case generally only against net taxable capital gains realized in such years.
The amount of any capital loss realized by a Resident Shareholder that is a corporation on the disposition of a Spartan Share or Logan Share may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Shareholder on such Spartan Share or Logan Share (or another share where the Spartan Share or Logan Share, as the case may be, has been acquired in exchange for such other share) to the extent and under the circumstances set out in the Tax Act. Similar rules may apply where a Spartan Share or Logan Share is owned by a partnership or trust of which a corporation, trust or partnership is a member of beneficiary. Resident Shareholders to whom these rules may be relevant should consult with their own tax advisors.
A Resident Shareholder that throughout the relevant taxation year is a "Canadian-controlled private corporation" as defined in the Tax Act, or a "substantive CCPC", as defined in the Proposed Amendments to the Tax Act release on August 9, 2022, may be liable to pay an additional refundable tax on certain investment income, including
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dividends, deemed dividends, taxable capital gains and deemed taxable capital gains. The legislation for such Proposed Amendments has yet to be released. Resident Shareholders that are corporations are advised to consult their own tax advisors regarding the possible implications of the Proposed amendments in their particular circumstances.
A capital gain or dividend realized or received or deemed to be realized or received by a Resident Shareholder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax under the Tax Act. The 2023 Federal Budget (Canada), released March 28, 2023, proposes to modify and increase the alternative minimum tax. Resident Shareholders who are individuals should consult their own tax advisors in this regard.
Non-Resident Shareholders
This portion of the summary is applicable to Spartan Shareholders who, at all relevant times and for the purposes of the Tax Act and any applicable income tax treaty, are not and are not deemed to be residents of Canada (each, a " Non-Resident Shareholder "). Special rules, which are not discussed in this summary, may apply to a nonresident that is an insurer carrying on business in Canada or elsewhere or that is an "authorized foreign bank" (as defined in the Tax Act). Such Non-Resident Shareholders should consult their own tax advisors.
Distribution of Logan Shares and Logan Transaction Warrants
Where the special resolution approving the Reduction of Stated Capital is passed, the fair market value of the Logan Shares and Logan Transaction Warrants distributed to a Non-Resident Shareholders on the Distribution should be treated as a return of PUC for the purposes of the Tax Act to such Non-Resident Shareholder and will not be included in computing the Non-Resident Shareholder's income for purposes of the Tax Act, provided that such fair market value, together with the cash distributed on the return of capital portion of the Distribution, does not exceed the PUC of the Spartan Shares held by such Non-Resident Shareholder. Management of Spartan intends that the amount of the return of PUC should be less than the PUC of the Spartan Shares. To the extent that the fair market value of the Logan Shares and Logan Transaction Warrants received by a Non-Resident Shareholder, together with the cash distributed on the return of capital portion of the Distribution, exceeds the PUC of such Spartan Shares held by such Non-Resident Shareholder from a taxable Canadian corporation, such excess amount shall be deemed to be a dividend to such Non-Resident Shareholder. In the event the special resolution approving the Reduction of Stated Capital is not passed, the entire amount of the proposed return of capital should be treated as a taxable dividend received by such Non-Resident Shareholder from a taxable Canadian corporation.The taxation of dividends is described below under the heading " Non-Resident Shareholders – Dividends on Spartan Shares and Logan Shares ".
A Non-Resident Shareholder who receives Logan Shares and Logan Transaction Warrants on the Distribution should be required to reduce the adjusted cost base of the Spartan Shares held by such Spartan Shareholder by the lesser of the fair market value of the Logan Shares and Logan Transaction Warrants received, together with the cash distributed on the return of capital portion of the Distribution, and the PUC of the Spartan Shares held by such Spartan Shareholder. If, as a result of such reduction, a Non-Resident Shareholder's adjusted cost base of Spartan Shares held by such Spartan Shareholder becomes negative (i.e., the amount of the reduction exceeds the adjusted cost base), such negative amount should be deemed to be a gain that is a capital gain realized by the holder in the taxation year that includes the Distribution and the adjusted cost base of such Spartan Shares should be nil immediately after the Distribution. The taxation of capital gains and capital losses is described below under the heading " Non-Resident Shareholders – Disposition of Spartan Shares, Logan Shares or Logan Transaction Warrants ".
The cost of the Logan Shares and Logan Transaction Warrants acquired by a Non-Resident Shareholder on the Distribution should be equal to the fair market value of such shares and warrants at the time of the Distribution.
Disposition of Spartan Shares or Logan Shares
A Non-Resident Shareholder should not be subject to taxation in Canada in respect of a disposition of Spartan Shares, Logan Shares or Logan Transaction Warrant unless such securities constitute "taxable Canadian property", as defined in the Tax Act, at the time of disposition and the Non-Resident Shareholders is not provided relief from Canadian taxation under an applicable income tax treaty.
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Generally, a Spartan Share will not be taxable Canadian property of a Non-Resident Shareholder at a particular time provided that (i) the Spartan Share is listed on a "designated stock exchange" for purposes of the Tax Act (which includes the TSX) at that particular time unless, at any time during the 60-month period immediately preceding the disposition: (a) one or any combination of (i) the Non-Resident Shareholder, (ii) persons with whom the Non-Resident Shareholder does not deal at arm's length, within the meaning of the Tax Act, and (iii) partnerships in which the Non-Resident Shareholder or a person described in (ii) holds an interest directly or indirectly through one or more partnerships, do not own 25% of more of the issued shares of any class or series in the capital stock of Spartan; and (b) more than 50% of the fair market value of the Spartan Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" or "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interest in, or for civil law rights in, any such properties (whether or not such property exists), and the Spartan Shares are not, at the particular time, otherwise deemed under the Tax Act to be taxable Canadian property.
Generally, a Logan Share or Logan Transaction Warrant will not be taxable Canadian property of a Non-Resident Shareholder at a particular time provided (i) the Logan Shares are listed on a designated stock exchange (which includes the TSX-V) at the particular time unless, at any time during the 60-month period immediately preceding the disposition: (a) one or any combination of (i) the Non-Resident Shareholder, (ii) persons with whom the NonResident Shareholder does not deal at arm's length, within the meaning of the Tax Act, and (iii) partnerships in which the Non-Resident Shareholder or a person described in (ii) holds an interest directly or indirectly through one or more partnerships, do not own 25% of more of the issued shares of any class or series in the capital stock of Logan; and (b) more than 50% of the fair market value of the Logan Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" or "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interest in, or for civil law rights in, any such properties (whether or not such property exists), and the Logan Shares or Logan Transaction Warrants are not, at the particular time, otherwise deemed under the Tax Act to be taxable Canadian property.
Logan Shares and Logan Transaction Warrants generally should be taxable Canadian property to any NonResident Shareholder until the Logan Shares or Logan Transaction Warrant are listed on a designated stock exchange. Based upon the information contained in this Information Circular, counsel understands that the Logan Shares are expected to be listed on a designated stock exchange prior to or shortly after the Distribution. If a NonResident Shareholder disposes of a Logan Share prior to the listing Logan Shares on a designated stock exchange (which includes the TSX-V) or a Logan Transaction Warrant at any time where the Logan Transaction Warrant is not listed, the Non-Resident Shareholder generally should be considered to have disposed of taxable Canadian property.
If a Non-Resident Shareholder disposes of taxable Canadian property, the disposition should give rise to a capital gain or capital loss in the same manner as described above under the heading " Resident Shareholders – Taxation of Capital Gains and Capital Losses ". Any such capital gain should be subject to tax under the Tax Act, subject to potential relief under an applicable income tax treaty. Unless an exception applies, a Non-Resident Shareholder is required to file a Canadian federal income tax return if such Non-Resident Shareholder disposes of taxable Canadian property or realizes a taxable capital gain on the disposition of such property, in addition to additional filing compliance obligations.
Dividends on Spartan Shares and Logan Shares
Dividends paid or credited, or deemed to be paid or credited, by Spartan or Logan to a Non-Resident Shareholder or a partnership that is not a "Canadian partnership" of which a Non-Resident Shareholder is a member, as defined in the Tax Act, will be subject to Canadian non-resident withholding tax on the amount of such dividends received, or deemed to be received.
Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Holder's Spartan Shares or Logan Shares will generally be subject to withholding tax under Part XIII of the Tax Act at a rate of 25% on the gross amount of the dividend unless the rate is reduced under the provisions of an applicable income tax treaty or convention. For example, under the Canada-U.S. Tax Treaty, the rate of withholding tax on dividends paid or credited to a Non-Resident Shareholder who is resident in the U.S. for purposes of the Canada-U.S. Tax Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the Canada-U.S. Tax Treaty is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a Non-Resident Holder who is resident in the U.S. for purposes of the Canada-
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U.S. Tax Treaty, is fully entitled to the benefits provided under the Canada-U.S. Tax Treaty, and that is a company that owns, directly or indirectly, at least 10% of the voting stock of Spartan or Logan.
Non-Resident Shareholders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty or convention.
OTHER MATTERS COMING BEFORE THE MEETING
The Spartan Board knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the Spartan Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgement of the person voting such proxy.
STATEMENT OF EXECUTIVE COMPENSATION
Pursuant to NI 51-102, the Company is required to disclose certain information with respect to its compensation of executive officers and directors, as summarized below.
Compensation Discussion and Analysis
For the purpose of this statement of executive compensation, a " CEO " or " CFO " means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Company or acted in a similar capacity during the most recently completed financial year. A " Named Executive Officer " or " NEO " means each CEO, each CFO, the Company's most highly compensated officer, other than the CEO and CFO, who was serving as an officer at the end of the most recently completed financial year and whose total compensation was more than $150,000, and any additional individuals who would be a Named Executive Officer but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of the financial year.
Based on the foregoing definitions, the Company's Named Executive Officers in respect of the year ended December 31, 2022 were: Fotis Kalantzis, President, CEO and a director; Geri L. Greenall, CFO; Richard F. McHardy, Executive Chairman; Randy Berg, Vice President, Land and Stakeholder Relations; and Thanos Natras, Vice President, Exploration.
Compensation Philosophy, Objectives and Governance
The executive compensation program adopted by the Company and applied to its executive officers is designed to attract and retain qualified and experienced executives who will contribute to the success of the Company. The executive compensation program attempts to ensure that the compensation of the senior executive officers provides a competitive base compensation package and a strong link between corporate performance and compensation. Executive officers are motivated through the program to enhance long-term shareholder value.
The Compensation Committee, on behalf of the Spartan Board, monitors compensation for the executive officers and directors of the Company and is currently comprised of Kevin Overstrom (Chair), Reginald J. Greenslade and Tamara MacDonald. The Compensation Committee has the authority to engage and compensate, at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties. In the first quarter of 2022, the Company retained Caputo to assist in its review of compensation arrangements for its officers and directors. The report prepared by Caputo recommended certain changes to the Company's compensation arrangements. The Compensation Committee and the Spartan Board authorized an increase to compensation owed to officers and directors of the Company in response to Caputo's recommendation, such increase to be retroactive to January 1, 2022.
Compensation Process
The Compensation Committee relies on the knowledge and experience of its members to set appropriate levels of compensation for the directors and NEOs. When determining NEO compensation, the Compensation Committee uses all data available to it to ensure that such compensation is set at a level that is both commensurate with the size of the Company, responsibilities of the particular NEO and retention of the NEOs who are considered by the Compensation Committee to be essential to the success of the Company. In reviewing comparative data, the
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Compensation Committee does not currently engage in benchmarking for the purpose of establishing compensation levels relative to any predetermined level and does not compare its compensation to a specific peer group of companies.
The Compensation Committee reviews the various elements of the NEOs' compensation in the context of the total compensation package (including salary and awards of Spartan Options and Spartan Share Awards) and recommends the NEOs' compensation packages to the Spartan Board. In determining whether and how many Spartan Options and Spartan Share Awards will be granted, the Company does not use any formal objectives, criteria or analyses in reaching such determinations; however, consideration is given to the amount and terms of outstanding Spartan Options and Spartan Share Awards.
The Compensation Committee has assessed the Company's compensation plans and programs for its executive officers to ensure alignment with the Company's business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.
Anti-Hedging Policy
Further to the above, the Spartan Board believes it is inappropriate for directors and executive officers to hedge or monetize transactions to lock in the value of holdings in the securities of the Company. Such transactions potentially separate the holder's interests from those of other stakeholders and particularly from Spartan's Shareholders. The Company has an anti-hedging policy in place to protect against such concerns, prohibiting directors, officers, employees or other persons in a special relationship with the Company from purchasing financial instruments designed to, or which may reasonably be expected to, have the effect of hedging or offsetting a decrease in the market value of any securities of the Company.
Share Ownership Guidelines
The Spartan Board adopted share-ownership guidelines on December 19, 2019 to further align the long-term interests of the Company's shareholders and its executive officers and non-executive directors. Under the policy guidelines each of the executive officers is required, within three (3) years of his or her hire date (or policy effective date of December 19, 2019), to have common shares and common share equivalents having an aggregate value at least equal to two (2) times his or her annual base salary as an executive officer of the Company with the exception of the President and CEO who is required to have common shares and common share equivalents having an aggregate value of at least equal to three (3) times his or her annual base salary. Non-executive directors are required, within three (3) years of his or her election date (or policy effective date of December 19, 2019), to have common shares and common share equivalents having an aggregate value of at least equal to three (3) times his or her annual retainer. The first determination date for the purposes of determining compliance with these guidelines was January 2, 2023. Spartan confirms that as of the date hereof, directors and executive officers subject to the Company's Share Ownership Guidelines are in compliance with the guidelines set out therein.
Elements of Executive Compensation
The Company's executive compensation program consists of a combination of the following significant elements: (i) base salary; (ii) the payment of bonuses where appropriate, at the discretion of the Spartan Board; and (iii) participation in the Spartan Stock Option Plan, the Spartan Share Award Incentive Plan and the Employee Stock Purchase Plan (as defined below). These elements contain both short-term incentives, comprised of cash payments, being those provided by way of base salaries and bonuses, as well as long-term incentives, comprised of equity-based incentives, being those provided under the Spartan Stock Option Plan, the Spartan Share Award Incentive Plan and the Employee Share Purchase Plan. Extended health care, dental and insurance benefits and the right to participate in the Spartan Stock Option Plan, the Spartan Share Award Incentive Plan and the Employee Stock Purchase Plan are provided to all employees, including the NEOs.
As at the year ended December 31, 2022, the significant elements of compensation awarded to the NEOs were cash salaries, cash bonuses, Spartan Options and Spartan Share Awards (specifically RSAs). The Spartan Board reviews annually the total compensation package of each of the Company's executives on an individual basis,
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against the backdrop of the compensation goals and objectives described above.
Cash Salary and Bonus
Base compensation and bonus for executive officers of the Company is set annually, having regard to the individual's job responsibilities, contribution, experience and proven or expected performance, as well as to market conditions and peer group analysis. In setting base compensation and bonus levels, consideration is to be given to such factors as level of responsibility, experience and expertise in addition to the policies of the TSX. Subjective factors such as leadership, commitment and attitude are also to be considered.
Spartan Options
As part of the long-term component to the executive compensation program, executive officers of the Company are eligible to receive Spartan Options. The maximization of shareholder value is encouraged by granting Spartan Options since it provides an incentive to eligible persons to further the development, growth and profitability of the Company. Consideration will be given to granting Spartan Options amongst the various organizational levels of management, including directors, officers, employees and certain consultants. The CEO makes recommendations to the Spartan Board for the CFO, employees and certain consultants. These recommendations are to take into account factors such as awards made in previous years, the number of Spartan Options and Spartan Share Awards outstanding per individual and the level of responsibility. The Spartan Board, as a whole, determines the Spartan Options to be issued to the CEO.
Spartan Share Awards
The purpose of the Spartan Share Award Incentive Plan is to provide directors, officers, employees and consultants of the Company or any of its subsidiaries with the opportunity to acquire Spartan Share Awards to allow them to participate in the long-term success of the Company and to promote a greater alignment of their interests with the interests of the Spartan Shareholders. The Spartan Board, or in the Spartan Board's discretion, a committee of the Spartan Board, may, from time to time, grant Spartan Share Awards to eligible persons, which Spartan Share Awards may be RSAs or PSAs. The Spartan Share Awards vest on such terms as specified by the Spartan Board or committee at the time of the grant of the Spartan Share Award, and allow the participant a unit equivalent in value to a Common Share, credited by means of a bookkeeping entry on the books of the Company. The Spartan Share Awards may be settled at the discretion of the Spartan Board or Compensation Committee in Spartan Shares or cash.
The Spartan Share Award Incentive Plan was approved by the Spartan Board on August 19, 2020, and by Spartan Shareholders on April 14, 2022. No awards were made under the Spartan Share Award Incentive Plan for the year ended December 31, 2020. In the year ended December 31, 2021, the Spartan Board granted 1,180,800 Spartan RSAs. In the year ended December 31, 2022, the Spartan Board Spartan Board approved the granting to executive officers and directors of the Company of 2,415,500 Spartan RSAs.
Employee Stock Purchase Plan
On August 1, 2020, the Company adopted an employee stock purchase plan (the " Employee Stock Purchase Plan "). The Employee Stock Purchase Plan is not a primary element of the Company's compensation program; however, it enables NEOs, as well as other eligible employees of the Company, to acquire Spartan Shares of the Company so that employees can benefit from growth in value of the Company.
All permanent full-time and part-time employees are eligible to participate in the Employee Stock Purchase Plan, pursuant to which employees may contribute, by semi-monthly payroll deductions, for investment under the Employee Stock Purchase Plan, an amount of their regular salary ranging from 0% to a maximum of 10%, excluding bonuses, deferred compensation, overtime pay, statutory holiday pay or any special incentive compensation payments. The Company will, on a semi-monthly basis, contribute an amount of funds equal to 1.0 times the employee's contribution accumulated during that semi-monthly period, which contribution will be combined with the employee's contribution of their salary to acquire Spartan Shares of the Company. Subject to certain provisions in the Employee Stock Purchase Plan, there is a six (6) calendar month restriction on the sale of any Common Share acquired under the Employee Stock Purchase Plan.
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Elements of Director Compensation
Commencing in the second quarter of 2020, our non-management directors received annual cash retainers which are paid on a quarterly basis. All directors are reimbursed for reasonable expenses incurred by them in their capacity as directors, including travel and other out of pocket expenses incurred in connection with meetings of the Spartan Board or any committee of the Spartan Board. In addition, the directors are entitled to participate in the Spartan Stock Option Plan and the Spartan Share Award Incentive Plan. The Spartan Board annually reviews the Company's approach to director compensation, generally, against the backdrop of the compensation goals and objectives described above.
Performance Graph
The following performance graph illustrates Spartan's cumulative shareholder return over the five (5) most recently completed financial years (which includes periods in which the Spartan Shares were listed on the TSXV), assuming an initial $100 investment in the Spartan Shares, compared to the cumulative return of the S&P TSX Capped Energy Index. The Company graduated from the TSXV to the TSX on September 1, 2021. The closing price for the Spartan Shares on the TSX on December 31, 2022 (the last trading day in the Company's most recently completed financial year) was $14.95.
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As the management team and Board of the Company was appointed on December 19, 2019, the trend shown in the above graph does not provide a meaningful comparison to the trend in executive compensation. The total compensation for the executive officers is affected by increases and decreases in the price of Spartan Shares as the value of Spartan Options and Spartan Share Awards increase or decrease as Common Share prices increase or decrease. Spartan Options, Spartan Share Awards and bonuses (to the extent that such payments are based on meeting corporate performance expectations) represent "at risk" compensation which help align the total return on the Spartan Shares and the compensation received by the Company's executive officers. Total executive compensation does not always directly correlate with increases and decreases in the total return on the Spartan Shares due to impacts on share value that are beyond the Company's control, such as the need of the Company to continue to provide competitive salaries and increases in salary levels relative to the market.
The trading price of the Spartan Shares is subject to fluctuation based on several factors, many of which are outside the control of the Company. These include, but are not limited to, fluctuations and volatility in commodity price markets for oil and natural gas and natural gas liquids, input costs relating to products used in connection with the Company's services, global economic conditions, changes in government, environmental policies, legislation and royalty regimes, and other factors, some of which are disclosed and discussed under the heading " Risk Factors " in the Company's annual information form dated March 31, 2023.
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Summary Compensation Table
The following table and notes thereto provide a summary of the compensation earned by: (i) the Chief Executive Officer; (ii) the Chief Financial Officer; and (iii) each of the three (3) most highly compensated executive officers of the Company, other than the Chief Executive Officer and Chief Financial Officer at the end of the most recently completed financial year whose total compensation was individually more than $150,000 (collectively, the " Named Executive Officers " or " NEOs "). Director compensation has also been summarized below.
| Name and Principal Position |
Year | Salary / Fees Earned(1),(4) ($) |
Spartan Share- Based Awards(6) ($) |
Spartan Option- Based Awards(7) ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Equity Incentive Plan Compensation ($) |
Pension Value(9) ($) |
All Other Compensation(10) ($) |
Total Compensation ($) |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive Plans(8) ($) |
Long-Term Incentive Plans(9) ($) |
||||||||
| Fotis Kalantzis(2) President, Chief Executive Officer and Director Geri L. Greenall Chief Financial Officer Richard F. McHardy(2) Executive Chairman Randy Berg(3) Vice President, Land and Stakeholder Relations Thanos Natras Vice President, Exploration Donald Archibald Director Reginald J. Greenslade Director Kevin Overstrom Director Tamara MacDonald Director Elliot S. Weissbluth(5) Former Director |
2022 $500,000 $1,365,078 $462,407 |
$552,500 - - $147,562 $3,027,547 |
|||||||
| 2021 $418,750 $1,115,472 $451,044 2020 $316,667 - $683,991 |
$380,000 - - $41,875 $2,407,141 - - - $16,667 $1,017,324 |
||||||||
| 2022 $370,000 $525,030 $177,747 |
$280,000 - - $108,875 $1,461,652 |
||||||||
| 2021 $280,000 $367,608 $148,698 2020 $236,667 - $239,418 |
$175,000 - - $28,000 $999,306 - - - $11,667 $487,751 |
||||||||
| 2022 $444,000 $1,211,232 $410,440 |
$487,500 - - $130,988 $2,684,160 |
||||||||
| 2021 $368,750 $984,504 $398,178 2020 $283,333 - $598,404 |
$332,500 - - $36,875 $2,120,807 - - - $14,583 $896,321 |
||||||||
| 2022 $350,000 $506,308 $171,458 |
$275,000 - - $103,312 $1,406,078 |
||||||||
| 2021 $268,750 $361,080 $146,124 2020 $166,667 - $213,756 |
$175,000 - - $26,875 $977,829 - - - $10,417 $390,839 |
||||||||
| 2022 $350,000 $506,308 $171,458 |
$275,000 - - $94,562 $1,397,328 |
||||||||
| 2021 $268,750 $361,080 $146,124 2020 $216,667 - $213,756 |
$175,000 - - $10,937 $961,891 - - $1,979 $432,402 |
||||||||
| 2022 $60,000 $60,236 $20,522 |
- - - - $140,758 |
||||||||
| 2021 $25,000 $56,304 $22,770 2020 $18,750 - $70,500 |
- - - - $104,074 - - - - $89,250 |
||||||||
| 2022 $50,000 $60,236 $20,522 |
- - - - $130,758 |
||||||||
| 2021 $25,000 $56,304 $22,770(4) 2020 $18,750 - $70,500 |
- - - - $104,074 - - - - $89,250 |
||||||||
| 2022 $55,000 $60,236 $20,522 |
- - - - $135,758 |
||||||||
| 2021 $25,000 $56,304 $22,770 2020 $18,750 - $70,500 |
- - - - $104,074 - - - - $89,250 |
||||||||
| 2022 $50,000 $60,236 $20,522 |
- - - - $130,758 |
||||||||
| 2021 $25,000 $56,304 $22,770(4) 2020 $18,750 - $70,500 |
- - - - $104,074 - - - - $89,250 |
||||||||
| 2022 $11,250 $60,236 $20,522 |
- - - - $92,008 |
||||||||
| 2021 $18,750 $56,304 $22,770 2020 - - - |
- - - - $97,824 - - - - - |
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| Name and Principal Position |
Year | Salary / Fees Earned(1),(4) ($) |
Spartan Share- Based Awards(6) ($) |
Spartan Option- Based Awards(7) ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Equity Incentive Plan Compensation ($) |
Pension Value(9) ($) |
All Other Compensation(10) ($) |
Total Compensation ($) |
|---|---|---|---|---|---|---|---|---|---|
| Annual Incentive Plans(8) ($) |
Long-Term Incentive Plans(9) ($) |
||||||||
| Steve Lowden(5) Former Director |
2022 $11,250 $60,236 $20,522 |
- - - - $92,008 |
|||||||
| 2021 $18,750 $56,304 $22,770 2020 - - - |
- - - - $97,824 - - - - - |
Notes:
-
(1) Please note that this column includes the dollar value of: (i) for NEOs, cash and non-cash base salary such NEO earned during a financial year covered in the table; and (ii) for directors, all fees awarded, earned paid or payable in cash for services as a director, including annual retainer fees, committee, chair and meeting fees.
-
(2) All of the compensation paid to Dr. Kalantzis and Mr. McHardy relate to their roles as President and CEO and Executive Chairman, respectively. Dr. Kalantzis and Mr. McHardy do not receive any compensation for their roles as directors.
-
(3) Mr. Berg was appointed Vice President, Land and Stakeholder Relations on May 1, 2020.
-
(4) For the year ended December 31, 2022, Directors of the Company were paid an annual meeting fee of $45,000, payable quarterly. Additionally, Directors were paid annual fees, payable quarterly, for serving in the following roles: Board Chair ($15,000), Chair of Compensation Committee ($10,000), Chair of Reserves & Environment Committee ($5,000) and Chair of Corporate Governance Committee ($5,000). Prior to 2022, Directors of the Company were paid an annual meeting fee of $25,000, payable quarterly, which commenced in the second quarter of 2020.
-
(5) Messrs. Weissbluth and Lowden were appointed directors on March 18, 2021 and resigned April 6, 2022. Each received $11,250 in meeting fees for the period of Q1/22 and neither served as committee chairs.
-
(6) The grant date fair market value of RSAs is based on the five (5) day volume-weighted average trading price of the Spartan Shares on the TSX prior to the date of grant (or the previous day's closing price on the TSXV prior to the Company's up-listing completed on September 1, 2021).
-
(7) The grant date fair value for compensation purposes is calculated using the Black-Scholes option pricing methodology, which is the fair value determined in accordance with International Financial Reporting Standards. This calculation was based on a risk-free interest rate of: 2022 – 1.6%, 2021 – 0.7%, 2020 – 0.3%; an expected life of: 2022 – 3.0 years, 2021 – 3.9 years, 2020 – 3.5 years; an expected forfeiture rate of: 2022 – 0%, 2021 – 0.9%, 2020 – 4.7%; and an expected volatility of: 2022 – 60.0%, 2021 – 65.7%, 2020 – 67.9%. The Black-Scholes option pricing methodology was selected due to its acceptance as an appropriate valuation model used by similar sized oil and gas companies. The resulting fair value is an estimate of the value which may ultimately be received based on the historical volatility in the Company's share price. It is important to note that the actual value realized pursuant to Spartan Option awards may be greater or less than the indicated value.
-
(8) Represents annual cash bonuses paid during the respective calendar year for individual and corporate performance relating to the prior year.
-
(9) The Company does not have any non-equity long-term incentive plans or pension plans.
-
(10) Includes amounts payable at December 31, 2022, 2021 and 2020 towards the purchase of Spartan Shares relating to the Company's matching of employees share purchases during the applicable year in connection with the Company's employee stock purchase plan introduced on August 1, 2020, as well as the one-time milestone bonus in the amount of 20% of salary paid to all employees on June 29, 2022.
Spartan Options and Other Compensation Securities
The following table is a summary of all outstanding share-based awards and option-based awards of Named Executive Officers as at December 31, 2022:
| Name and Position(s) | Spartan Option-Based Awards | Spartan Option-Based Awards | Spartan Option-Based Awards | Spartan Share-Based Awards | Spartan Share-Based Awards | Spartan Share-Based Awards | |
|---|---|---|---|---|---|---|---|
| Number of securities underlying unexercise d options(1) |
Spartan Option exercise price ($) |
Spartan Option expiration date |
Value of unexercised in- the-money options(2) ($) |
Number of shares or units of share- based awards that have not vested(3) |
Market or payout value of vested share-based awards that have not vested(4) ($) |
Market or payout value of vested share-based awards not paid out or distributed ($) |
|
| Fotis Kalantzis President, Chief Executive Officer and Director Geri L. Greenall Chief Financial Officer |
139,700 211,200 430,700 53,700 50,067 56,600 |
$8.14 $4.08 $3.00 $8.14 $4.08 $3.00 |
February 15, 2027 March 10, 2026 May 31, 2025 February 15, 2027 March 10, 2026 May 31, 2025 |
$951,357 $2,295,744 $5,146,865 $365,697 $544,228 $676,370 |
167,700 182,267 - 64,500 60,067 - |
$2,507,115 $2,724,892 - $964,275 $898,002 - |
- - - - - - |
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| Name and Position(s) | Spartan Option-Based Awards | Spartan Option-Based Awards | Spartan Option-Based Awards | Spartan Share-Based Awards | Spartan Share-Based Awards | Spartan Share-Based Awards | |
|---|---|---|---|---|---|---|---|
| Number of securities underlying unexercise d options(1) |
Spartan Option exercise price ($) |
Spartan Option expiration date |
Value of unexercised in- the-money options(2) ($) |
Number of shares or units of share- based awards that have not vested(3) |
Market or payout value of vested share-based awards that have not vested(4) ($) |
Market or payout value of vested share-based awards not paid out or distributed ($) |
|
| Richard F. McHardy Executive Chairman Randy Berg Vice President, Land and Stakeholder Relations Thanos Natras Vice President, Exploration |
124,000 134,067 282,934 51,800 49,200 101,067 51,800 49,200 50,534 |
$8.14 $4.08 $3.00 $8.14 $4.08 $3.00 $8.14 $4.08 $3.00 |
February 15, 2027 March 10, 2026 May 31, 2025 February 15, 2027 March 10, 2026 May 31, 2025 February 15, 2027 March 10, 2026 May 31, 2025 |
$844,440 $1,457,308 $3,381,061 $352,758 $534,804 1,207,751 $352,758 $534,804 $603,881 |
148,800 160,867 - 62,200 59,000 - 62,200 59,000 - |
$2,224,560 $2,404,962 - $929,890 $882,050 - $929,890 $882,050 - |
- - - - - - - - - |
Notes:
(1) Spartan Options vest as to one-third on each anniversary of the grant date.
(2) Calculated based on the difference between the market price of the Spartan Shares at December 31, 2022 ($14.95) and the exercise price of the options.
(3) Includes RSAs granted under the Spartan Share Award Incentive Plan which vest as to one-third on each anniversary of the grant date.
(4) Calculated based on the value of the Spartan Shares at December 31, 2022 ($14.95).
Incentive Plan Awards – Value Vested or Earned During the Year
The following table provides a summary of the incentive plan awards that vested during the period ended December 31, 2022 by each NEO:
| Name | Spartan Option-Based Awards Value vested during the year(1) ($) |
Spartan Share-Based Awards Value vested during the year(2) ($) |
Non-Equity Incentive Plan Compensation Value vested during the year(3) ($) |
|---|---|---|---|
| Fotis Kalantzis President, Chief Executive Officer and Director |
$2,348,608 | $810,172 | $552,500 |
| Geri L. Greenall Chief Financial Officer |
$814,433 | $266,933 | $280,000 |
| Richard F. McHardy Executive Chairman |
$2,057,710 | $715,049 | $487,500 |
| Randy Berg Vice President, Land and Stakeholder Relations |
$738,273 | $262,255 | $275,000 |
| Thanos Natras Vice President, Exploration |
$738,273 | $262,255 | $275,000 |
Notes:
(1) Calculated based on the difference between the closing price of the Spartan Shares on the vesting date and the exercise price of the Spartan Options multiplied by the Spartan Options vested during the year.
(2) Value is calculated by multiplying the total number of Spartan Shares issuable pursuant to vested Spartan Share Awards by the five (5) day volume weighted average share price for the five (5) trading days prior to the vesting date. (3) Represents 2021 year-end cash bonus, all of which were paid in 2022.
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Spartan Stock Option Plan
Key to the Company's long-term incentive compensation program is the Spartan Stock Option Plan. The purpose of the Spartan Stock Option Plan is to advance the interests of the Company by encouraging the participants under the plan to acquire Spartan Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentives in their efforts on behalf of the Company in the conduct of its affairs. Spartan Shareholders first approved the Spartan Stock Option Plan on June 23, 2011, and last approved the Spartan Stock Option Plan on April 14, 2022. A summary of the Spartan Stock Option Plan is provided below. Spartan Shareholders are encouraged to review the full text of the Spartan Stock Option Plan, as amended and restated, a copy of which is attached to the Company's information circular dated March 7, 2022, which is available on the Company's SEDAR profile at www.sedar.com.
Eligibility and Participation
Directors, officers, bona fide employees of the Company or its subsidiaries, or officers or employees of a person or company engaged by Spartan to provide services for an initial, renewable or extendible period of 12 months or more to the Company or its subsidiaries shall be eligible for selection to participate in the Spartan Stock Option Plan (such persons hereinafter collectively referred to as " Participants "). Subject to compliance with applicable requirements of the TSX, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Spartan Stock Option Plan in the same manner as if the options were held by the Participant.
The Spartan Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option.
Limitations & Amendments
The Spartan Stock Option Plan is administered by the Spartan Board, or if appointed, by a special committee of directors appointed from time to time by the Spartan Board. The aggregate number of Spartan Shares which may be reserved for issuance under the Spartan Stock Option Plan shall not exceed 10% of the Company's issued and outstanding Spartan Shares, subject to the following limitations:
-
(a) the maximum number of Spartan Shares issuable to Insiders (as defined in the policies of the TSX) at any time under all security-based compensation arrangements shall not exceed 10% of the outstanding Spartan Shares from time to time (calculated on a non-diluted basis);
-
(b) the maximum number of Spartan Shares that may be issued to Insiders within any one-year period under all security-based compensation arrangements shall not exceed 10% of the outstanding Spartan Shares from time to time (calculated on a non-diluted basis); and
-
(c) the aggregate: (A) number of Spartan Shares that may be reserved for issuance pursuant to the exercise of Spartan Options granted to non-management directors pursuant to the Spartan Stock Option Plan shall not exceed 1.0% of the Spartan Shares outstanding from time to time; and (B) value of Spartan Options granted to any one non-employee director in any calendar year under the Spartan Stock Option Plan and under any other security-based compensation arrangements shall not exceed $150,000.
The number of Spartan Shares subject to an option granted to a participant shall be determined by the Compensation Committee, but no participant shall be granted an option which exceeds the maximum number of shares permitted by any stock exchange on which the Spartan Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Spartan Shares covered by each option shall be determined by the Compensation Committee, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Spartan Shares are then listed, or other regulatory body having jurisdiction.
The Spartan Board has the absolute discretion to amend or terminate the Spartan Stock Option Plan. The only amendments to the Spartan Stock Option Plan that would be subject to Spartan Shareholder approval are amendments that would:
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-
(a) any increase in the number of Spartan Shares reserved for issuance under the Spartan Stock Option Plan;
-
(b) any amendment to increase or remove the Insider participation limits described above;
-
(c) the provision of financial assistance to a Participant in connection with the exercise of Spartan Options;
-
(d) any reduction in the exercise price of a Spartan Option, cancellation and reissue of Spartan Options or substitution of Spartan Options with cash or other awards on terms that are more favourable to the Participants;
-
(e) any extension of the expiry of a Spartan Option, except as otherwise provided in the Spartan Stock Option Plan;
-
(f) an amendment that would permit Spartan Options to be transferable or assignable other than for normal estate settlement purposes;
-
(g) any amendment that would materially modify the eligibility requirements for participation in the Spartan Stock Option Plan;
-
(h) amendments to the limitations with respect to Spartan Options that may be granted to nonemployee directors; and
-
(i) amendments to certain amending provisions requiring Spartan Shareholder approval, as further described in the Spartan Stock Option Plan.
Exercise Price
The exercise price of the Spartan Shares subject to each option shall be determined by the Spartan Board when such Spartan Option is granted, provided that such price shall not be less than the Market Price, being the VWAP of the Spartan Shares, calculated by dividing the total value by the total volume of Spartan Shares traded for the relevant period, for the five (5) trading days immediately preceding the relevant date.
Duration of Spartan Option
Each Spartan Option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination by ceasing to be a director, officer, consultant or employee or by death of the Participant, provided that in no circumstances shall the duration of an option exceed the five (5) years from the date of the grant of the Spartan Option.
The Spartan Stock Option Plan does not confer upon a Participant any right with respect to continuation of employment by the Company, nor does it interfere in any way with the right of the Participant, the Company to terminate the Participant's employment at any time. Spartan Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the Company. A Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to any Spartan Option which would have vested or been granted after the Termination Date (as such term is defined in the Spartan Stock Option Plan), or which could have been exercised after the Termination Date, including but not limited to damages in lieu of notice at common law.
Should the expiry date of a Spartan Option fall within a Black Out Period or within 10 business days following the expiration of a Black Out Period, such expiry date of the Spartan Option shall be automatically extended without any further act or formality to that date which is the 10[th] business day after the end of the Black Out Period, such 10th business day to be considered the expiry date for such Spartan Option for all purposes under the Spartan Stock Option Plan. The ten-business day period referred to in this paragraph may not be extended by the Spartan Board. " Black Out Period " for the purposes of the Spartan Stock Option Plan means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as
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designated by the Company, including any holder of a Spartan Option.
Vesting Period
The vesting period or periods within this period during which a Spartan Option or a portion thereof may be exercised by a Participant shall be determined by the Spartan Board. In the absence of any determination by the Spartan Board as to vesting, vesting shall be as to one-third on each of the first, second and third anniversaries of the date of grant. Further, the Spartan Board may, in its sole discretion at any time or in the option agreement in respect of any Spartan Options granted, accelerate or provide for the acceleration of, vesting of Spartan Options previously granted. In the case of options granted on February 29[th] of any year, the "anniversary date" shall be deemed to be February 28[th] of each of the subsequent years.
Change of Control
In the event a Change of Control occurs, all Spartan Options which have not otherwise vested in accordance with their terms shall immediately vest and be exercisable, notwithstanding the other terms of the Spartan Options or the Spartan Stock Option Plan for a period of time ending on the earlier of the expiry time of the Spartan Option and the 30[th] day following the effective date of the Change of Control.
For the purposes of the Spartan Stock Option Plan, a " Change of Control " means any of the following:
-
(a) the purchase or acquisition of any voting securities or convertible securities by a holder which results in such holder beneficially owning, or exercising control or direction over, voting shares or convertible securities such that, assuming only the conversion of convertible securities beneficially owned or over which control or direction is exercised by the holder, the holder would beneficially own, or exercise control or direction over, voting shares carrying the right to cast more than 50% of the votes attaching to all Spartan Shares, but excluding any issue or sale of Spartan Shares of the Company to an investment dealer or group of investment dealers as underwriters or agents for distribution to the public either by way of prospectus or private placement; or
-
(b) the Company completes an amalgamation, arrangement, merger or other consolidation or combination of the Company with another corporation which requires approval of the shareholders of the Company pursuant to its statute of incorporation and pursuant to which the shareholders of the Company immediately thereafter do not own shares of the successor or continuing corporation, which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation, which may be cast to elect directors of that corporation; or
-
(c) the election at a meeting of the Company's shareholders of that number of persons which would represent a majority of the Spartan Board, as directors of the Company who are not included in the slate for election as directors proposed to the Company's shareholders by the Company; or
-
(d) the liquidation, dissolution or winding-up of the Company; or
-
(e) the sale, lease or other disposition of all or substantially all of the assets of the Company; or
-
(f) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (a), (b), (c), (d), and (e) referred to above; or
-
(g) a determination by the Spartan Board that there has been a change, whether by way of a change in the holding of the voting shares of the Company, in the ownership of the Company's assets or by any other means, as a result of which any person or group of persons acting jointly or in concert is in a position to exercise effective control of the Company.
If approved by the Spartan Board, Spartan Options may provide that, whenever the Company's shareholders receive a Take-over Proposal, such Spartan Option may be exercised as to all or any of the Shares in respect of which such Spartan Option has not previously been exercised (including in respect of Spartan Options not otherwise
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vested at such time) by the Participant (the " Take-over Acceleration Right "), but any such Spartan Option not otherwise vested and deemed only to have vested in accordance with the foregoing may only be exercised for the purposes of tendering to such Take-Over Proposal. If for any reason any such Spartan Shares are not so tendered or, if tendered, are not, for any reason taken up and paid for by the offeree pursuant to the Take-Over Proposal, any such Spartan Shares so purchased by the Participant shall be and shall be deemed to be cancelled and returned to the treasury of the Company, and shall be added back to the number of Spartan Shares, if any, remaining unexercised under the Spartan Option (and shall thus be available for exercise of the Spartan Option in accordance with the terms thereof) and upon presentation of the Company of share certificates or statements representing such Spartan Shares properly endorsed for transfer back to the Company, the Company shall refund to the Participant all consideration paid by him or her in the initial purchase thereof. The Take-over Acceleration Right shall commence at such time as is determined by the Spartan Board, provided that, if the Spartan Board approves the Take-over Acceleration Right but does not determine commencement and termination dates regarding same, the Take-over Acceleration Right shall commence on the date of the Take-over Proposal and end on the earlier of the expiry time of the Spartan Option and the tenth day following the expiry date of the Take-over Proposal. Notwithstanding the foregoing, the Take-over Acceleration Right may be extended for such longer period as the Spartan Board may resolve.
For the purposes of the Spartan Stock Option Plan, " Take-over Proposal " means: (A) any proposal or offer by a third person, whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of or control or direction over more than 50% of the Company's outstanding voting shares whether by way of arrangement, amalgamation, merger, consolidation or other business combination, including any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire in any manner, directly or indirectly, more than 50% of its outstanding voting shares; or (B) any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other business combination involving the Company.
Burn Rate
The Company's burn rate, calculated in accordance with Section 613(p) of the TSX Company Manual, under the Spartan Stock Option Plan, nil[(1)] in fiscal 2019, 7.8%[(2) ] in fiscal 2020, 1.1%[(3) ] in fiscal 2021 and 0.5%[(4) ] in fiscal 2022. Management expects that the burn rate in fiscal 2023 will be approximately 0.4%[(5)] . The burn rate is subject to change from time to time, based on the number of Spartan Options granted and the number of Spartan Shares issued and outstanding. The burn rate for a given period is calculated by dividing the number of Spartan Options granted under the Spartan Stock Option Plan during the applicable fiscal year by the weighted average of Spartan Shares outstanding during such period.
Notes:
(1) No Spartan Options were issued in 2019.
-
(2) The burn rate for 2020 is calculated as 3,494,800 Spartan Options granted in 2020 under the Spartan Stock Option Plan, divided by 44,847,860 weighted average Spartan Shares outstanding in 2020.
-
(3) The burn rate for 2021 is calculated as 1,215,100 Spartan Options granted in 2021 under the Spartan Stock Option Plan, divided by 115,554,549 weighted average Spartan Shares outstanding in 2021. A total of 99,400 Spartan Options were granted subsequent to September 1, 2021.
(4) The burn rate for 2022 is calculated as 799,200 Spartan Options granted in 2022 under the Spartan Stock Option Plan, divided by 156,136,438 weighted average Spartan Shares outstanding in 2022.
(5) The burn rate for 2023 is estimated as 772,900 Spartan Options granted under the Spartan Stock Option Plan (estimated based on the February 16, 2022 annual grant), divided by an estimated 173,000,000 weighted average Spartan Shares outstanding for 2023.
Outstanding Spartan Options
As of December 31, 2022, there were 3,322,841 Spartan Shares reserved for issuance pursuant to the Spartan Stock Option Plan.
Spartan Share Award Incentive Plan
On August 19, 2020, the Spartan Board approved the Spartan Share Award Incentive Plan, as adopted by Spartan Shareholders on April 14, 2021, for Participants (as defined below) in accordance with the rules and policies of the TSXV. Effective August 31, 2021, the Spartan Board approved certain amendments to the Spartan Share Award
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Incentive Plan to bring the Company's security-based compensation arrangements in compliance with the requirements of the TSX. Spartan Shareholders approved these amendments on April 14, 2022.
The purpose of the Spartan Share Award Incentive Plan remains to provide directors, officers, employees and consultants of the Company or any of its subsidiaries with the opportunity to acquire Spartan Share Awards to allow them to participate in the long-term success of the Company and to promote a greater alignment of their interests with the interests of the Spartan Shareholders.
The Spartan Share Award Incentive Plan is administered by the Spartan Board, or, as permitted by applicable law, the Compensation Committee of the Spartan Board.
Spartan Share Awards and Eligibility
PSAs may be awarded to persons who are directors, officers, employees or consultants of the Company or a subsidiary of the Company (" Eligible Persons ") as the Spartan Board or the Compensation Committee determines. Notwithstanding the foregoing, non-employee directors are not eligible to be awarded PSAs. PSAs are a unit equivalent to the value of a Common Share, credited by means of a bookkeeping entry on the books of the Company in accordance with the Spartan Share Award Incentive Plan, based on the achievement of performance criteria set out in an applicable award notice.
RSAs may be awarded to Eligible Persons as the Spartan Board or the Compensation Committee determines. RSAs are a unit equivalent to the value of a Common Share, credited by means of a bookkeeping entry on the books of the Company in accordance with the Spartan Share Award Incentive Plan.
The number of Spartan Share Awards (including fractional Spartan Share Awards) to be credited as of the date on which Spartan Share Awards are awarded to a Participant (the " Award Date ") shall be determined by the Compensation Committee in its sole discretion. Upon receipt of acknowledgment in the manner specified under the Spartan Share Award Incentive Plan, Spartan Share Awards shall be credited to an account maintained for each Participant on the books of the Company, effective as of the Award Date for that grant.
Vesting
Each Spartan Share Award will vest on such terms as shall be specified by the Spartan Board or Compensation Committee at the time of granting Spartan Share Awards as reflected in a notice substantially in the form of the schedules appended to the Spartan Share Award Incentive Plan, and in the case of the PSAs, containing such other terms and conditions relating to an award of PSAs as the Spartan Board may prescribe (" Award Notice "), except as otherwise provided in the Spartan Share Award Incentive Plan. Unless otherwise stipulated by the Spartan Board at the time of grant and subject to earlier vesting in accordance with the terms of the Spartan Share Award Incentive Plan:
RSAs granted under the Spartan Share Award Incentive Plan shall vest as to 33 1/3% on each of the first, second and third anniversaries of the Award Date; and
PSAs granted under the Spartan Share Award Incentive Plan shall vest on the third anniversary of the Award Date.
Performance Vesting
Prior to the Distribution Date (as defined below) in respect of any PSA, the Spartan Board or Compensation Committee shall assess the performance of the Company for the applicable period. The performance measures to be taken into consideration in granting PSAs and determining the adjustment factor in respect of any PSA shall be established by the Spartan Board in its discretion at the time of the grant of the PSA, and may include, without limitation, the total shareholder return of the Spartan Shares compared to an index, subindex or identified group of peers and the Company's performance compared to identified operational or financial targets (the " Performance Measures "). The applicable adjustment factor may be between a minimum of zero and such maximum as determined by the Spartan Board or Compensation Committee (provided such maximum shall not exceed 2.0) (the " Adjustment Factor "). The weighting of the individual measures comprising the Performance Measures shall be determined by the Spartan Board or Compensation Committee, as applicable, in its sole discretion having regard to the principal purposes of the Spartan Share Award Incentive Plan and, upon the assessment of all Performance
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Measures, the Spartan Board or Compensation Committee shall determine the Adjustment Factor for the applicable period in its sole discretion.
The number of PSAs which vest on a vesting date specified in an Award Notice is the number of PSAs scheduled to vest on such date multiplied by the Adjustment Factor.
Settlement
Unless otherwise determined by the Spartan Board in its sole discretion, the date of settlement of any Spartan Share Award (a " Distribution Date ") shall be the applicable vesting date for such Spartan Share Award pursuant to the Spartan Share Award Incentive Plan, provided that, for greater certainty, the Spartan Board may in its sole discretion impose additional or different conditions to the termination of the Distribution Date of any Spartan Share Award.
On the Distribution Date, the Spartan Board or Compensation Committee, as applicable, in its sole discretion, shall have the option of settling the Spartan Shares issuable in respect of Spartan Share Awards by any or all of the following methods: (a) settlement in Spartan Shares acquired by the Company on the TSX; (b) the issuance of Spartan Shares from the treasury of the Company; or (c) for any participant who is not a U.S. taxpayer, payment by the Company of a cash amount per Spartan Share Award equal to the Settlement Market Value (as defined below) of the Payment Shares (as defined below) on the Distribution Date, net of applicable withholding tax. The Settlement Market Value per share is the VWAP of the Spartan Shares listed on the TSX, calculated by dividing the total value of the total volume of Spartan Shares traded for the relevant period, for the five (5) trading days immediately preceding the Distribution Date.
No Distribution Date in respect of any Spartan Share Award may occur after the earlier of: (i) the 30[th] day after the participant ceases to be eligible to participate under the Spartan Share Award Incentive Plan; or (ii) the fifth anniversary of the Award Date (the earlier of the two being the " Final Date "). With respect to any Spartan Share Awards awarded to a participant who is a U.S. taxpayer, the Distribution Date shall be the applicable vesting date established pursuant to the Spartan Share Award Incentive Plan.
Subject to any election by the Spartan Board or Compensation Committee, as applicable, to settle a Spartan Share Award in cash, as soon as practicable after each Distribution Date or on the Final Date (if the Distribution Date is the Final Date), the Company shall issue to the participant or to the participant's estate, a number of Spartan Shares equal to the number of Spartan Share Awards in the participant's account that became payable on the Distribution Date (the " Payment Shares "). As of the Distribution Date, the Spartan Share Awards in respect of which such Spartan Shares are issued or cash is paid shall be cancelled and no further payments shall be made to the participant under the Spartan Share Award Incentive Plan in relation to such Spartan Share Awards.
Total Shares Subject to Spartan Share Awards
Unless otherwise approved by the TSX and the Spartan Shareholders:
-
(a) the securities that may be issued to participants shall consist of those authorized but unissued Spartan Shares which the Spartan Board and/or Compensation has, in its discretion, reserved for issuance under the Spartan Share Award Incentive Plan from time to time;
-
(b) subject to certain adjustment provisions described in the Spartan Share Award Incentive Plan, the aggregate number of Spartan Shares that may be issuable pursuant to the Spartan Share Award Incentive Plan and all other security-based compensation arrangements, including the Stock Option Plan, shall not exceed 10% of the issued and outstanding Spartan Shares from time to time;
-
(c) the Spartan Board shall not grant Spartan Share Awards under the Spartan Share Award Incentive Plan if the number of Spartan Shares issuable pursuant to outstanding Spartan Share Awards, when combined with the number of Spartan Shares issuable pursuant to outstanding Spartan Options and outstanding securities under any other security-based compensation arrangements of the Company, including the Stock Option Plan, would exceed 10% of the issued and outstanding Spartan Shares at the time of the grant;
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-
(d) the number of securities issuable to insiders of the Company, at any time, under all security-based compensation arrangements including, without limitation, the Spartan Share Award Incentive Plan and the Stock Option Plan, shall not exceed 10% of the issued and outstanding securities of the Company at the time of grant calculated on a non-diluted basis;
-
(e) the number of securities issued to insiders of the Company, within any one (1) year period, under all security-based compensation arrangements including, without limitation, the Spartan Share Award Incentive Plan and the Stock Option Plan, shall not exceed 10% of the issued and outstanding securities of the Company at the time of grant calculated on a non-diluted basis;
-
(f) the aggregate: (i) number of Spartan Shares that may be reserved for issuance pursuant to the exercise of RSAs granted to non-employee directors pursuant to the Spartan Share Award Incentive Plan shall not exceed 1.0% of the Spartan Shares outstanding from time to time; and (ii) value of RSAs granted to any one non-employee director in any calendar year under the Spartan Share Award Incentive Plan and under any other security-based compensation arrangements shall not exceed $150,000;
-
(g) to the extent Spartan Share Awards are exercised or to the extent any Spartan Share Awards are terminated for any reason or are cancelled, the Spartan Shares subject to such Spartan Share Awards shall be added back to the number of Spartan Shares reserved for issuance under the Spartan Share Award Incentive Plan and such Spartan Shares will again become available for grants under the Spartan Share Award Incentive Plan; and
-
(h) if the acquisition of Spartan Shares by the Company for cancellation should result in any of the above tests no longer being met, this shall not constitute non-compliance with the Spartan Share Award Incentive Plan for any awards outstanding prior to such purchase of Spartan Shares for cancellation.
For purposes of the calculations above, the Spartan Share Award Incentive Plan provides that it shall be assumed that all issued and outstanding Spartan Share Awards will be settled by the issuance of Spartan Shares from treasury, notwithstanding the Company's right to settle Spartan Share Awards in cash or by purchasing Spartan Shares on the open market.
Duration of Spartan Share Awards
Each Spartan Share Award and all rights thereunder shall be expressed to expire on the date set out in the Award Notice and shall be subject to earlier termination by ceasing to be a director, officer, consultant or employee or by death or disability of the Participant.
Subject to the rules and regulations of the TSX, and notwithstanding any other provisions of the Spartan Share Award Incentive Plan, if the Distribution Date of any Spartan Share Award occurs during or within 10 business days following the end of a Black-Out Period (as defined below), the Distribution Date of such Spartan Share Award shall be extended for a period of 10 business days following the end of the Black-Out Period (or such longer period as permitted by the Exchange or any other exchange on which the Spartan Shares are listed and approved by the Spartan Board). " Black-Out Period " for the purposes of the Spartan Share Award Incentive Plan means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of a Spartan Share Award.
Amendments Subject to Shareholder Approval
The Spartan Board has the absolute discretion to amend or terminate the Spartan Share Award Incentive Plan. The only amendments to the Spartan Share Award Incentive Plan that would be subject to shareholder approval are amendments that would:
-
(a) increase the number of securities issuable under the Spartan Share Award Incentive Plan otherwise than in accordance with the terms of the Spartan Share Award Incentive Plan;
-
(b) increase the number of securities issuable to an insider of the Company, as such term is defined
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in the policies of the TSX, otherwise than in accordance with the terms of the Spartan Share Award Incentive Plan;
-
(c) extend the Distribution Date of any Spartan Share Awards held by insiders of the Company, as such term is defined in the policies of the TSX, beyond the original Final Date of the Spartan Share Awards;
-
(d) reduce the award market value of any Spartan Share Awards held by insiders of the Company, as such term is defined in the policies of the TSX, otherwise than in accordance with the terms of the Spartan Share Award Incentive Plan;
-
(e) add any form of financial assistance to a participant in the Spartan Share Award Incentive Plan;
-
(f) permit a participant to transfer any Spartan Share Awards to a new beneficial holder other than for estate settlement purposes;
-
(g) increase the maximum number of RSAs that may be granted to non-employee directors; and
-
(h) amend the amendment provisions of the Spartan Share Award Incentive Plan.
The original Spartan Share Award Incentive Plan, prior to the amendments adopted by the Spartan Board in conjunction with the Company's graduation to the TSX, relied on applicable securities legislation for the definition of "insider". In accordance with the policies of the TSX, the amendments to the Spartan Share Award Incentive Plan update this definition to mean an insider as such term is defined in the policies of the TSX.
Burn Rate
The Company's burn rate, calculated in accordance with Section 613(p) of the TSX Company Manual, under the Spartan Share Award Incentive Plan, was nil[(1)] in fiscal 2019, nil[(2)] in fiscal 2020, 1.7%[(3) ] in fiscal 2021, and 1.5%[(4) ] in fiscal 2022. Management expects that the burn rate in fiscal 2023 will be approximately 0.7%[(5)] . The burn rate is subject to change from time to time, based on the number of Spartan Share Awards granted and the number of Spartan Shares issued and outstanding. The burn rate for a given period is calculated by dividing the number of Spartan Share Awards granted under Spartan Share Award Incentive Plan during the applicable fiscal year by the weighted average of Spartan Shares outstanding during such period.
Notes:
-
(1) No Spartan Share Awards were issued in 2019.
-
(2) No Spartan Share Awards were issued in 2020.
-
(3) The burn rate for 2021 is calculated as 2,009,800 Spartan Share Awards granted in 2021 under the Share Aware Incentive Plan, divided by 115,554,549 weighted average Spartan Shares outstanding in 2021. A total of 1,787,800 Spartan Share Awards were granted subsequent to September 1, 2021.
-
(4) The burn rate for 2022 is calculated as 2,415,500 Spartan Share Awards granted in 2022 under the Share Aware Incentive Plan, divided by 156,136,438 weighted average Spartan Shares outstanding in 2022.
-
(5) The burn rate for 2023 is estimated as 1,296,100 Spartan Share Awards granted under the Share Aware Incentive Plan (estimated based on the February 16, 2022 annual grant), divided by an estimated 173,000,000 weighted average Spartan Shares outstanding for 2023.
Outstanding Spartan Share Awards
As at December 31, 2022, 3,546,366 Spartan Shares were reserved for issuance pursuant to the Spartan Share Award Incentive Plan.
Employee Stock Purchase Plan
The Company has implemented the Employee Stock Purchase Plan for eligible employees, being all permanent full-time and part-time employees, the purpose of which is to make available to such eligible employees a means of acquiring, through regular payroll deductions, Spartan Shares so that the employee can benefit from any growth in the value of the Company.
Participation in the Employee Stock Purchase Plan is voluntary and the Company does not make any
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recommendation to the employees as to whether they should or should not participate.
Participation and Contributions
All permanent full-time and part-time employees are eligible to participate in the Employee Stock Purchase Plan immediately after the date of appointment or hire, as applicable. Employees may contribute, by semi-monthly payroll deductions, for investment under the Employee Stock Purchase Plan, an amount of their regular salary ranging from a minimum of 0% to a maximum of 10% (based upon 1% increments), excluding bonuses, deferred compensation, overtime pay, statutory holiday pay or any special incentive compensation payments. If an employee's regular salary changes, the payroll deduction will be automatically changed accordingly. The Company will, on a semi-monthly basis, contribute an amount of funds equal to 1.0 times the employee's contribution accumulated during that semi-monthly period, which contribution will be combined with the employee's contribution of their salary to acquire Spartan Shares of the Company.
Subject to certain provisions of the Employee Stock Purchase Plan, there will be a 6-calendar month restriction on the sale of any Spartan Shares acquired under the Employee Stock Purchase Plan. Each participant, by participating in the Employee Stock Purchase Plan, authorizes the Company to direct the Administrative Agent (as defined below) to retain any Spartan Shares acquired under the Employee Stock Purchase Plan for a period of six (6) months.
The Employee Stock Purchase Plan is administered by the Chief Financial Officer of the Company or such other person as the Company may from time to time designate (the " Administrator "). The Administrator is empowered to interpret the Employee Stock Purchase Plan, to resolve any ambiguities and to decide questions of eligibility to participate. The Administrator does not have any fixed term and may be removed at any time by the Company. The Administrator may participate in the Employee Stock Purchase Plan, if otherwise eligible. The Company has designated a financial services firm (the " Administrative Agent ") to open and maintain accounts in the names of the participants and to arrange for the purchase, through the facilities of the TSX or other relevant exchange, of the Spartan Shares. The Company may substitute the Administrative Agent and may also terminate the services of the Administrative Agent provided such substitution or termination, as the case may be, shall be on 30 days' notice given by the party effecting the action. The current Administrative Agent is Scotia Wealth Management.
Termination
If a participant ceases to be an employee for any reason, including death or retirement, the participant shall be deemed to have ceased to be a participant in the Employee Stock Purchase Plan, payroll deductions (to the extent applicable) will be cancelled and the Company shall be deemed to have waived the 6-month restriction on the sale of any Spartan Shares held for the account of the participant. The Company shall advise the Administrative Agent that the participant has ceased to be an employee of the Company. Upon termination, within 90 calendar days, the participant shall instruct the Administrative Agent as to all of his or her account assets.
Employment, Consulting and Management Agreements
In 2021, the Company entered into employment agreements with each NEO pursuant to which Spartan has agreed to make certain payments to the executive in the event of termination without cause or a "change of control". Assuming that the triggering event occurred on December 31, 2022, each named executive officer would be entitled to receive the below. For clarity, the Transaction does not constitute a change of control.
| Name & Position | Event | Severance(1) | Spartan Option-Based Awards(2)(4) |
Spartan Share-Based Awards(3)(4) |
Total |
|---|---|---|---|---|---|
| Fotis Kalantzis President, Chief Executive Officer and Director |
Termination without cause |
$1,541,000 | $5,002,006 | $2,272,624 | $8,815,630 |
| COC | $1,541,000 | $8,393,966 | $5,409,344 | $15,344,310 |
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| Name & Position | Event | Severance(1) | Spartan Option-Based Awards(2)(4) |
Spartan Share-Based Awards(3)(4) |
Total |
|---|---|---|---|---|---|
| Geri L. Greenall Chief Financial Officer |
Termination without cause |
$838,000 | $394,008 | $796,506 | $2,028,514 |
| COC | $838,000 | $1,586,295 | $1,925,396 | $4,349,691 | |
| Richard F. McHardy Executive Chairman |
Termination without cause |
$1,365,000 | $2,700,657 | $2,009,878 | $6,075,535 |
| COC | $1,365,000 | $5,682,810 | $4,786,452 | $11,834,261 | |
| Randy Berg Vice President, Land and Stakeholder Relations |
Termination without cause |
$803,000 | $988,853 | $776,428 | $2,568,281 |
| COC | $803,000 | $2,095,313 | $1,873,355 | $4,771,667 | |
| Thanos Natras Vice President, Exploration |
Termination without cause |
$803,000 | $384,983 | $776,428 | $1,964,412 |
| COC | $803,000 | $1,491,443 | $1,873,355 | $4,167,798 |
Notes:
(1) Pursuant to NEO employment agreements, if the employment of Dr. Kalantzis, Messrs. McHardy, Berg, Natras or Ms. Greenall is terminated without cause or in the event of a change of control, their severance will be calculated as a lump sum payment equal to: (a) in the case of Dr. Kalantzis and Mr. McHardy, 2.0x their annual salary, and in the case of Ms. Greenall and Messrs. Berg and Natras, 1.5x their annual salary; (b) the average of such NEOs annual bonus in the two (2) years prior to termination, and (c) 15% of such NEO's annual salary in lieu of benefits. In the event that the NEO resigns from their employment, no severance is payable.
(2) Under the Stock Option Plan, all outstanding Spartan Options vest on a change of control and may be exercised. On termination without cause, all Spartan Options that would have vested within 90 days of the termination date will vest. The amount disclosed is the difference between the closing price for the Spartan Shares on December 31, 2022 and the exercise price of the vested and unvested Spartan Options that would become exercisable on a change of control or termination without cause.
(3) Under the Spartan Share Award Incentive Plan, all outstanding RSAs vest on a change of control. On termination without cause, all RSAs that would have vested within 90 days of the termination date will vest. The amount disclosed is based on the closing price for the Spartan Shares on December 31, 2022.
(4) In the event the NEO resigns from their employment, under the Stock Option Plan and Spartan Share Award Incentive Plan, all unvested Spartan Options and/or Spartan Share Awards are forfeited upon cessation of employment. NEOs have 90 days following the cessation of employment to exercise vested Spartan Options. Please refer to the table set out under the heading " Incentive Plan Awards – Value Vested or Earned During the Year " for the value of vested Spartan Options and Spartan Share Awards as at December 31, 2022.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information with respect to compensation plans under which equity securities are authorized for issuance as at December 31, 2022, aggregated for all compensation plans previously approved by the Spartan Shareholders and all compensation plans not previously approved by the Spartan Shareholders:
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Spartan Options, Warrants and Rights (a)(2) |
Weighted Average Exercise Price of Outstanding Spartan Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(1) |
|---|---|---|---|
| Equity Compensation Plans Approved by Securityholders |
6,869,207 | $2.20 | 10,271,773 |
| Equity Compensation Plans Not Approved by Securityholders |
- | - | - |
| Total | 6,689,207 | $2.20 | 10,271,773 |
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Notes:
-
(1) The Stock Option Plan and the Spartan Share Award Incentive Plan provide that the aggregate number of Spartan Shares reserved for issuance pursuant to all compensation-based security arrangements of the Company, including but not limited to the Stock Option Plan and the Spartan Share Award Incentive Plan, shall not exceed 10% of the aggregate number of issued and outstanding Spartan Shares.
-
(2) Subsequent to December 31, 2022, the Company has granted a total of nil Spartan Options and 14,500 RSAs.
DIVIDEND POLICY
On November 8, 2022, Spartan's Board declared a special cash dividend (the " Special Dividend ") of $0.50 per Spartan Share payable on January 16, 2023, to eligible shareholders of record at the close of business on December 15, 2022. The Special Dividend was designated as an "eligible dividend". Other than this Special Dividend, the Company has not declared or paid any dividends on the Common Shares since incorporation. For details in respect of the Company's dividend plans following completion of the Transaction, please see " The Transaction ".
INDEBTEDNESS OF DIRECTORS AND OFFICERS
No director or executive officer of the Company, nor any of their associates or affiliates, nor any employee of the Company is or has been indebted to the Company since the beginning of the most recently completed fiscal year of the Company, nor is, or at any time since the beginning of the most recently completed fiscal year of the Company has, any indebtedness of any such person been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except as provided below, there are no material interests, direct or indirect, of directors, executive officers of the Company or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Spartan Shares or any known associate or affiliate of such persons, in any transaction since the commencement of the Company's most recently completed financial year.
Sanjib Gill, the Corporate Secretary of the Company, is a partner of the national law firm Stikeman Elliott LLP, which law firm rendered legal services to the Company.
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON
Other than as disclosed in this Information Circular, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or nominee for director or executive officer or anyone who has held office as such since the beginning of the Company's last financial year or of any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.
CORPORATE GOVERNANCE PRACTICES
In accordance with NI 58-101 and NP 58-201, issuers are to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices. The Company is also subject to NI 52-110, which has been adopted in each of the Canadian provinces and territories and which prescribes certain requirements in relation to audit committees.
The Spartan Board is responsible for the governance of the Company. The Spartan Board and the Company's management consider good corporate governance to be central to the effective and efficient operation of the Company. Below is a discussion of the Company's approach to corporate governance.
Independence of Members of the Spartan Board
The Spartan Board currently consists of six (6) directors, four (4) of whom are independent based upon the tests for independence set forth in NI 52-110. Messrs. Kalantzis and McHardy are not independent by virtue of serving as President and Chief Executive Officer of the Company and Executive Chairman of the Company, respectively.
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Board Oversight
The Spartan Board exercises its independent supervision over the Company's management through a combination of formal meetings of the Spartan Board, as well as informal discussions amongst the Spartan Board members. The independent directors can also hold scheduled meetings at which non-independent directors and members of management are not in attendance. Where matters arise at Board meetings which require decision making and evaluation that is independent of management and interested directors, the meeting breaks into an in-camera session among the independent and disinterested directors.
Directorships in Other Reporting Issuers
As of the date hereof, the following directors hold directorships in other reporting issuers:
| Name of Director | Reporting Issuer |
|---|---|
| Fotis Kalantzis | Willow Biosciences Inc. (TSX) |
| Richard F. McHardy | Cleantek Industries Inc. (TSXV) |
| Tamara MacDonald | Southern Energy Corp. (TSXV) |
| Rubellite Energy Inc. (TSX) | |
| Donald Archibald | Willow Biosciences Inc. (TSX) |
| Reginald Greenslade | Cleantek Industries Inc. (TSXV) |
Board Mandate
The Spartan Board has adopted a written mandate, the full text of which is attached as Schedule "A" to the Company's Information Circular dated April 27, 2020, that summarizes, among other things, the Spartan Board's duties and responsibilities. The Spartan Board is responsible for the overall stewardship of the Company and dealing with issues which are pivotal to determining the Company's strategy and direction. The Spartan Board has directly, and through the appointment of certain committees, put in place an effective system for monitoring the implementation of corporate strategies. The Spartan Board is not involved in the day-to-day operations of the Company, as these operations are conducted by the Company's management. The Spartan Board meets regularly to consider and approve the strategic objectives of the Company and management plans designed to accomplish those objectives. Where appropriate, key management personnel and professional advisors are invited to attend Board meetings to speak to these issues. The Spartan Board also meets as necessary to consider specific developments and opportunities as they arise, including asset acquisitions and dispositions and financing proposals. The Spartan Board approves, among other things, all issuances of securities of the Company, the appointment of officers, the entering into of lines of credit or other significant borrowing activities and all significant transactions. The Spartan Board considers, but has no formal policies, concerning management development and succession and risk management.
Essential to strategic planning is assessing and understanding business risks and related control systems. The Spartan Board helps set limits with respect to business risks, to the extent they can be managed, and approves strategies for minimizing risks. Implementations of these strategies are then monitored by the Spartan Board. The Spartan Board, through the Audit Committee, requires management of the Company to put into place systems to address financial risks and to periodically report to the Spartan Board on these systems and risks.
Management has implemented procedures to provide reasonable assurance of effective communication with the Spartan Shareholders and the public. The Company's management is responsible for the issuance of press releases and communications with the financial community. The Spartan Board reviews and approves all principal continuous disclosure documents, the release of interim and annual financial statements, annual information forms, prospectuses and information circulars.
The Corporate Governance Committee is responsible for monitoring the governance systems of the Company with a view to ongoing improvements, reviewing the composition of the Spartan Board and developing criteria for new Board appointments. The Corporate Governance Committee also acts as a nominating committee for new directors,
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oversees and approves the Company's Board compensation plans and evaluates the overall Board effectiveness.
Position Descriptions
The Spartan Board has developed a written position description for the Chair of the Spartan Board and the Chief Executive Officer of the Company, but has not developed a written position description for the Chair of the Audit Committee.
The Chair of each committee of the Spartan Board schedules meetings of the committee and organizes and presents agendas for such meetings.
The Spartan Board, in conjunction with management, sets the Company's annual objectives which become the objectives against which the Chief Executive Officer's performance is measured. The Spartan Board has plenary power; any responsibility which is not delegated to management or a Board committee remains with the Spartan Board.
Orientation and Continuing Education
While the Company does not have a formal orientation and training program, new members of the Spartan Board are provided with:
-
(a) a copy of the policies and mandates of the Spartan Board and its committees and copies of the Company's corporate governance policies, which provides information respecting the functioning of the Spartan Board;
-
(b) access to recent, publicly filed documents of the Company;
-
(c) access to management; and
-
(d) access to legal counsel in the event of any questions relating to the Company's compliance and other obligations.
Members of the Spartan Board are encouraged to communicate with management, legal counsel and, where applicable, auditors and technical consultants of the Company, to keep themselves current with industry trends and developments and changes in legislation with management's assistance and to attend related industry seminars and visit the Company's operations. Board members have full access to the Company's records.
Ethical Business Conduct
In establishing its corporate governance practices, the Spartan Board has been guided by applicable Canadian securities legislation and the guidelines of the TSX, as of September 1, 2021, for effective corporate governance, including NP 58-201. The Spartan Board is committed to a high standard of corporate governance practices. The Spartan Board believes that this commitment is not only in the best interests of the Spartan Shareholders, but that it also promotes effective decision making at the Spartan Board level.
Additionally, in order to encourage and promote a culture of ethical business conduct, the Spartan Board has adopted a Code of Business Conduct and Ethics (the " Code ") wherein directors, officers, employees and contractors of the Company and others are provided with a mechanism by which they can raise complaints regarding financial and regulatory reporting, internal accounting controls, auditing or health, safety and environmental matters or any other matters and raise concerns about any violations of the Code in a confidential and, if deemed necessary, anonymous process. Interested Spartan Shareholders may obtain a copy of the Code upon request (free of charge) by contacting the Company at Suite 1500, 308 – 4th Avenue S.W., Calgary, Alberta, T2P 0H7, or by accessing the Company's SEDAR profile at www.sedar.com.
The Spartan Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Audit Committee. Compliance with the Code is monitored primarily through the reporting process within the Company's organizational structure.
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It is a requirement of applicable corporate law that directors who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Spartan Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect of same if the interest is material. The Code imposes a similar disclosure requirement on all non-director representatives of the Company and requires such persons to report such conflict to the executive officer to whom that person reports in the course of his employment responsibilities, or, in the case of a senior executive officer, to the Audit Committee and fully inform such person or committee, as applicable, of the facts and circumstances related to the conflict or potential conflict. The representative is prohibited from taking any further action in respect of the matter or transaction giving rise to such conflict or potential conflict unless and until he is authorized to do so by his reporting officer or the Audit Committee.
Corporate Governance Committee
The Spartan Board has established a Corporate Governance Committee. The members of the Corporate Governance Committee are Ms. MacDonald and Messrs. Archibald and Overstrom. Ms. MacDonald is the Chair of the Corporate Governance Committee. The Corporate Governance Committee is comprised entirely of nonmanagement members of the Spartan Board, and the Spartan Board has adopted a written charter setting forth the responsibilities, powers and operations of the Corporate Governance Committee. The Corporate Governance Committee has the power to retain outside advisors as it considers necessary for the proper functioning of the committee, at the Company's expense. The Corporate Governance Committee meets at least twice annually and otherwise as requested by the Spartan Board or considered desirable by the Chair of the Corporate Governance Committee.
The Corporate Governance Committee has responsibility for identifying potential Board candidates and for assessing current directions on an ongoing basis. The Corporate Governance Committee assesses potential Board candidates to fill perceived needs on the Spartan Board for required skills, expertise, independence and other factors. Members of the Spartan Board and representatives of the oil and gas industry are consulted for possible candidates. The written charter of the Corporate Governance Committee includes considering and recommending candidates to fill new positions on the Spartan Board, reviewing candidates recommended by Spartan Shareholders, conducting inquiries into the backgrounds and qualifications of candidates, recommending the director nominees for approval by the Spartan Board and the Spartan Shareholders, considering conflicts of interests, recommending members and chairs of the committees, reviewing the performance of directors and the Spartan Board, establishing director retirement policies and establishing and implementing an orientation and education program for new members of the Spartan Board. The Corporate Governance Committee is also responsible for the Company's response to and implementation of the guidelines set forth from time to time by any applicable regulatory authorities. The Corporate Governance Committee also establishes a process for direct communications with Spartan Shareholders and other stakeholders, including through the Company's whistleblower policy.
Compensation Committee
The Spartan Board has established a Compensation Committee. The members of the Compensation Committee are Messrs. Overstrom and Greenslade and Ms. MacDonald. Mr. Overstrom is the Chair of the Compensation Committee. The members of the Compensation Committee are independent and responsible for determining compensation for the directors, officers, employees and consultants of the Company. Please see the discussion under the heading " Executive Compensation ".
The Company's Compensation Committee reviews and makes recommendations to the Spartan Board concerning the compensation of the Company's directors, officers and employees, which includes the review of the Company's executive compensation and other human resource philosophies and policies, the review and administration of the Company's bonuses, Spartan Options and any share purchase plan, the review of and recommendations regarding the performance of the Chief Executive Officer of the Company and preparing and submitting a report for inclusion in annual continuous disclosure documents as required.
The Spartan Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Compensation Committee, which include: (a) reviewing the adequacy and form of any compensation program for executive officers; (b) reviewing the adequacy and form of non-employee directors' compensation; (c) reviewing and creating a position description for the Chief Executive Officer; (d) evaluating the Chief Executive Officer's
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performance in light of corporate goals and objectives; (e) making recommendations to the Spartan Board with respect to the Chief Executive Officer's compensation; (f) setting criteria for selecting new directors; (g) recommending to the Spartan Board the size of the Spartan Board, the appropriate composition of the Spartan Board and eligible individuals for election to the Spartan Board, a majority of whom shall be independent; (h) recommending to the Spartan Board the appropriate committee structure, committee mandates, composition and membership; and (i) reviewing and recommending to the Spartan Board a set of corporate governance policies, practices and principles aimed at fostering a healthy governance culture at the Company.
Audit Committee
The Spartan Board has established the Audit Committee to provide assistance to the Spartan Board in fulfilling its legal fiduciary obligations with respect to matters involving accounting, auditing, financial reporting, internal control and legal compliance functions of the Company. It is the objective of the Audit Committee to maintain free and open means of communications among the Spartan Board, the independent auditors and the financial and senior management of the Company. The members of the Audit Committee are Messrs. Archibald, Overstrom and Greenslade. Mr. Archibald is the Chair of the Audit Committee.
The mandate of the Audit Committee is to oversee and provide assistance in financial reporting, financial policies and internal controls as well as to work with the external auditors to ensure the accuracy of the Company's financial disclosures. The Audit Committee must pre-approve all non-audit services to be provided by an external auditor. A copy of the Company's Audit Committee Charter is attached as Schedule "B" to the Company's management information circular dated April 27, 2020. See " Audit Committee " below.
Reserves and Environment Committee
The Spartan Board has established a Reserves and Environment Committee. The members of the Reserves and Environment Committee are Messrs. Greenslade and McHardy and Ms. MacDonald. Mr. Greenslade is the Chair of the Reserves and Environment Committee. The Reserves and Environment Committee's responsibilities include, but are not limited to: (a) reviewing management's recommendations for the appointment of independent engineers; (b) reviewing the independent engineering reports and considering the principal assumptions upon which such reports are based; (c) reviewing management's input into the independent engineering report and key assumptions used; (d) reviewing the reserve additions and reserve revisions which occur from one (1) report to the next and seeking the independent engineer's input and management's input with respect to why these revisions have occurred; (e) reviewing the information supplied to the independent engineers with respect to the constant price case, operating costs, royalty burdens, required capital expenditures, recovery rates, decline rates and other matters; (f) annually reviewing the appropriateness of, and updating, the Company's environmental policies, management systems and programs and reporting to the Spartan Board thereon; (g) ensuring that the Company has the necessary tools to measure its business units' environmental performance and compliance with applicable regulatory standards; (h) reviewing the environmental performance and, whenever relevant, any non-compliance situation of the Company's business units, to recommend the required corrective measures; (i) ensuring that environmental risk management procedures and emergency response measures are in place and are periodically updated and distributed within the Company; (j) assessing the environmental risks and emergency situations brought to its attention to recommend the required corrective measures; (k) immediately communicating any incident giving rise to significant environmental risks to the Spartan Board; (l) recommending to the Spartan Board that the Company exercise due diligence with respect to non-compliance situations, environmental risks or emergency situations brought to its attention; (m) reviewing and reporting to the Spartan Board on all legal notices or civil, penal and/or criminal prosecutions brought to its attention; (n) recommending to the Spartan Board measures, including necessary investments, taking into account available technologies and economic and financial restraints, to ensure compliance with regulatory standards and the Company's environmental policies and programs; (o) analyzing all environmental matters brought to its attention and deemed relevant or that the Spartan Board specifically asks the committee to review; and (p) reporting to the Spartan Board on the Company's environmental policies, programs and situation and make appropriate recommendations.
Assessments
The Spartan Board is responsible to assess, on an ongoing basis, its overall performance and that of its committees. The objective of this review is to contribute to a process of continuous improvement in the Spartan Board's execution of its responsibilities. The review will identify any areas where the directors of the Company or management believe
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that the Spartan Board could make a better collective contribution to overseeing the affairs of the Company. The Spartan Board is also responsible for regularly assessing the effectiveness and contribution of each director, having regard to the competencies and skills each director is expected to bring to the Spartan Board. The Spartan Board relies on informal evaluations of the effectiveness through both formal and informal communications with Board members and through participation with other Board members on committees and matters relating to the Spartan Board.
Director Term Limits and Other Mechanisms of Board Renewal
The Company has not adopted formal term limits or a formal retirement policy for its directors. The By-laws of the Company provide that all directors in office shall retire at the next annual general meeting of the Spartan Shareholders and if qualified, shall be eligible for re-election. Accordingly, Spartan has determined that term limits or mandatory retirement based on age is not necessary. The Company feels that the imposition of such limits could be counter productive as it has been Spartan's experience that its directors become increasingly more effective, and better able to provide fresh insights and perspectives and to function independently from management, as they gain experience and a deeper understanding of the Company's business and its strategic and operational objectives.
Succession planning in respect of board members and Board renewal is facilitated through the annual assessments of the Spartan Board, its committees, committee chairs and individual directors in which Board members evaluate each other and the Spartan Board as a whole in order to determine whether there are areas where the Spartan Board requires improvement.
Policies Regarding the Representation of Women on the Spartan Board
The Company does not have a written policy or set targets relating to the identification and nomination of women on the Spartan Board. The Spartan Board may consider the adoption of such a policy in the future if it deems it to be in the best interests of the Company. The Spartan Board is committed to nominating the best candidates to fulfill director roles and executive officer positions taking into account diversity and personal characteristics such as age, gender, race, cultural and educational background to ensure the Spartan Board and executive officers have the proper skills, expertise and diversity of perspectives.
At this time, the Spartan Board has determined that it is not necessary of the Company to have such written policies given the current size of the Spartan Board, the relatively static composition of the Spartan Board over recent years and that the nominating function is currently performed by the Spartan Board as a whole.
Consideration of the Representation of Women in the Director Identification and Selection Process
The Spartan Board is relatively static, with few new directors being nominated by the Spartan Board on an annual basis. However, when the Spartan Board does identify and nominate new directors, it aims to maintain a composition which provides the best mix of perspectives, experience and expertise to lead the Company's longterm strategy and monitor ongoing business operations. When identifying and nominating new members, the Spartan Board will do so with a view to its overall diversity, including level of representation of women on the Spartan Board in tandem with other considerations, including a candidate's experience, skills, independence, and the time a proposed nominee is able to devote to the Spartan Board.
Consideration of the Representation of Women in the Executive Officer Appointments
In making new executive officer appointments, the Spartan Board considers the overall diversity of the Company's executive team, including the level of women in executive positions, in tandem with other considerations, including candidates' experience, skills, independence, and the time a proposed nominee is able to devote to the appointment. Currently, two executive officers are women, or 22% of the total number of executive officers of the Company in 2022.
Targets regarding the Representation of Women on the Spartan Board and in Executive Officer Positions
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The Company has not adopted a target regarding women on the Spartan Board or in executive officer positions. Selection of Board members and executive officers is based on the factors enumerated in the preceding subsections.
Number of Women on the Spartan Board and in Executive Officer Positions
The Company currently has one woman on the Spartan Board, being 17% of the total number of directors on the Spartan Board. Two executive officers (or 22% of the total number of executive officers of the Company in 2022) are women. In the broader leadership group consisting of officers and managers, 10 of 36 are female.
AUDIT COMMITTEE
For details regarding the Audit Committee and external auditor service fees, please see the heading " Audit Committee Information " in the Company's Annual Information Form, and for the Audit Committee Charter please refer to Schedule "B" to the Company's information circular dated April 27, 2020, which can be accessed on the Company's SEDAR profile at www.sedar.com.
ADDITIONAL INFORMATION
Financial information of the Company is provided in the Company's comparative annual financial statements and management's discussion and analysis for its most recently completed financial year. A copy of these documents may be obtained by contacting the Company's Chief Financial Officer at Suite 1500, 308 – 4th Avenue S.W., Calgary, Alberta, T2P 0H7 or by phone at 403-265-8011.
Copies of these documents, as well as additional information relating to the Company contained in documents filed by the Company with the Canadian securities regulatory authorities, may also be accessed through the SEDAR website at www.sedar.com.
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APPENDIX "A"
INFORMATION CONCERNING LOGAN ENERGY CORP.
No securities regulatory authority or the TSX Venture Exchange has expressed an opinion about the securities which are the subject of this Appendix "A".
| DEFINED TERMS.........................................................................................................................................3 |
|---|
| ADVISORY....................................................................................................................................................3 |
| FORWARD-LOOKING STATEMENTS.........................................................................................................3 |
| CORPORATE STRUCTURE ........................................................................................................................5 |
| DESCRIPTION OF THE BUSINESS OF LOGAN ........................................................................................6 |
| General Development of the Business......................................................................................................6 |
| Business Strategy......................................................................................................................................6 |
| Business Strengths....................................................................................................................................7 |
| Employees.................................................................................................................................................7 |
| Specialized Skill and Knowledge...............................................................................................................7 |
| Cyclical and Seasonal Nature of Industry .................................................................................................8 |
| Environmental Responsibility ....................................................................................................................8 |
| Health, Safety and Environmental.............................................................................................................8 |
| Competitive Conditions..............................................................................................................................8 |
| Marketing...................................................................................................................................................9 |
| Bankruptcy and Similar Procedures ..........................................................................................................9 |
| Material Restructuring Transactions..........................................................................................................9 |
| LOGAN FINANCING.....................................................................................................................................9 |
| ACQUISITION OF THE LOGAN ASSETS..................................................................................................11 |
| Highlights of the Acquisition ....................................................................................................................11 |
| Description of Principal Properties ..........................................................................................................12 |
| Logan Conveyance Agreement...............................................................................................................12 |
| STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION REGARDING THE |
| LOGAN ASSETS ........................................................................................................................................13 |
| Disclosure of Reserves Data...................................................................................................................13 |
| Additional Information Relating to Reserves Data for the Logan Assets ................................................16 |
| Other Oil and Gas Information ................................................................................................................18 |
| DIVIDEND POLICY.....................................................................................................................................21 |
| CONSOLIDATED CAPITALIZATION .........................................................................................................21 |
| AVAILABLE FUNDS AND PRINCIPAL PURPOSES .................................................................................22 |
| SELECTED OPERATIONAL AND FINANCIAL INFORMATION................................................................22 |
| MANAGEMENT'S DISCUSSION AND ANALYSIS ....................................................................................24 |
| DESCRIPTION OF SECURITIES...............................................................................................................26 |
| Disclosure of Outstanding Security Data on a Fully Diluted Basis..........................................................26 |
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Overview of Logan Securities .................................................................................................................. 26 DESCRIPTION OF SECURITIES TO BE LISTED ..................................................................................... 28 PRIOR SALES ............................................................................................................................................ 28 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ................................................................................................................................................. 28 PRINCIPAL SECURITYHOLDERS ............................................................................................................ 29 LISTING OF THE LOGAN SHARES AND SECURITIES LAW MATTERS ................................................ 29 SPONSORSHIP .......................................................................................................................................... 29 DIRECTORS AND EXECUTIVE OFFICERS .............................................................................................. 29 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ................................................................... 31 Conflicts of Interest .................................................................................................................................. 32 STATEMENT OF EXECUTIVE COMPENSATION .................................................................................... 32 Year Ended December 31, 2022 ............................................................................................................. 32 Expectations for the Year Ended December 31, 2023 ............................................................................ 32 LOGAN OPTION PLAN .............................................................................................................................. 35 LOGAN SHARE AWARD INCENTIVE PLAN ............................................................................................. 40 INDEBTEDNESS OF DIRECTORS AND OFFICERS ................................................................................ 45 CORPORATE GOVERNANCE DISCLOSURE .......................................................................................... 45 Logan Board of Directors......................................................................................................................... 45 Orientation and Continuing Education ..................................................................................................... 46 Ethical Business Conduct ........................................................................................................................ 47 Nomination of Directors ........................................................................................................................... 47 Compensation ......................................................................................................................................... 47 Other Board Committees ......................................................................................................................... 47 Assessments ........................................................................................................................................... 47 AUDIT COMMITTEE INFORMATION ........................................................................................................ 48 Audit Committee Charter ......................................................................................................................... 48 Composition of the Audit Committee ....................................................................................................... 48 Pre-Approved Policies and Procedures .................................................................................................. 48 External Auditor Services Fees ............................................................................................................... 48 INDUSTRY CONDITIONS .......................................................................................................................... 48 RISK FACTORS .......................................................................................................................................... 68 Risks Relating to the Spin-Out and the Distribution ................................................................................ 68 Risks Relating to the Management of Logan .......................................................................................... 69 Risks Relating to Logan and the Logan Assets ...................................................................................... 73 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ......................................................................... 91 ELIGIBILITY FOR INVESTMENT ............................................................................................................... 91 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................... 91 EXPERTS.................................................................................................................................................... 91
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AUDITORS, TRANSFER AGENTS AND REGISTRARS ........................................................................... 92 MATERIAL CONTRACTS ........................................................................................................................... 92
SCHEDULES
- Schedule "A" – Audited statement of financial position of Logan as at April 14, 2023 and the statements of cash flows and changes in equity of Logan for the period from incorporation on March 10, 2023 to April 14, 2023
Schedule "B" – Audited operating statements relating to Logan Assets for the years ended December 31, 2022 and December 31, 2021
DEFINED TERMS
In this Appendix, unless otherwise defined herein, capitalized terms and phrases shall have the meaning given to them in the "Glossary of Terms " contained in the Information Circular to which this Appendix is attached.
ADVISORY
An investment in and ownership of the Logan Shares, Logan Transaction Warrants and Logan Financing Warrants should be considered speculative due to the nature of Logan's involvement in the exploration for, and the acquisition, development and production of, oil and natural gas reserves. Logan's business is subject to the risks normally encountered in the oil and natural gas industry. There is currently no market through which the Logan Shares, Logan Transaction Warrants or Logan Financing Warrants may be sold. Logan has no present intention to pay dividends on its Logan Shares. Investors in Logan must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of Logan. See " Risk Factors " in this Appendix.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein may constitute forward-looking statements. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "objectives", "strategies", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. 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. Logan believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Appendix should not be unduly relied upon. In particular, forward-looking statements may relate to the following:
-
the performance characteristics of the Logan Assets;
-
the sale of the Logan Assets by Spartan to Logan;
-
the anticipated production of the Logan Assets, including oil, NGL and natural gas production levels;
-
the satisfaction of conditions for the listing of the Logan Shares on the TSXV and timing thereof;
-
the number of Spartan Shares expected to be outstanding immediately prior to the Distribution, which will impact the actual number of Logan Shares and Logan Transaction Warrants to be issued;
-
� the exercise of Logan Transaction Warrants to be distributed to Spartan Shareholders pursuant to the Distribution and anticipated proceeds therefrom;
-
the terms of the Logan Conveyance Agreement and anticipated timing of the Spin-Out;
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the completion and timing of the Logan Financing and the amount of proceeds to be raised from the Logan Financing;
-
the use of the capital raised pursuant to the Logan Financing;
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the approval of the Logan Option Plan by Spartan Shareholders at the Meeting and expectations concerning future grants of Logan Options;
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the approval of the Logan Share Award Incentive Plan by Spartan Shareholders at the Meeting and expectations concerning future grants of Logan Share Awards;
-
the size of the oil and natural gas reserves;
-
projections of market prices and costs;
-
cash available for funding of capital expenditures;
-
terms of the Logan Conveyance Agreement, the Logan Warrant Indenture and certain other material contracts to be entered into by Logan;
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supply and demand for oil and natural gas;
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expectations regarding the ability to raise capital and to continually add to reserves through acquisitions and development;
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drilling plans;
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tax horizons;
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timing of development of undeveloped reserves;
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treatment under governmental regulatory regimes and tax laws;
-
capital expenditure programs;
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the participation of the executive officers and directors of Logan in the Logan Financing;
-
the number of employees of Logan and the proposed compensation of the executive officers and directors of Logan moving forward;
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the establishment of committees of the Logan Board following completion of the Spin-Out and the Distribution, including the members thereof;
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corporate governance matters relating to Logan following completion of the Spin-Out and the Distribution;
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the principal shareholders of Logan upon completion of the Distribution and the Logan Financing;
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the anticipated shareholdings of the executive officers and directors of Logan upon completion of the Distribution;
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the status of Logan as a reporting issuer upon completion of the Spin-Out and the Distribution;
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the business strategy and business plans of Logan following completion of the Spin-Out and the Distribution; and
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the business strengths of Logan following completion of the Spin-Out and the Distribution, including significant well performance, extensive low-risk drilling inventory with recompletion and enhanced recovery opportunities and a conservative financial structure with no initial indebtedness.
The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere herein:
-
volatility in market prices for oil and natural gas;
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lack of transportation and inability to produce oil and natural gas reserves and resources;
-
adverse regulatory rulings, orders and decisions;
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liabilities inherent in oil and gas operations;
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uncertainties associated with estimating oil and natural gas reserves;
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competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;
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geological, technical, drilling and processing problems and other problems in producing reserves and resources;
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risks relating to the Spin-Out, the Distribution and the Logan Financing,
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the failure to realize the anticipated benefits of the Logan Assets;
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the failure of Logan to obtain appropriate approvals for and/or to complete the Logan Financing;
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the future market price for the Logan Shares, including the effect that the issuance of additional securities by Logan could have on such market price;
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fluctuations in foreign exchange or interest rates and stock market volatility;
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incorrect assessments of the value of acquisitions and exploration and development programs;
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stock market volatility and market valuations;
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inflationary cost pressures, including third party inability to manage such pressures;
-
the impact of climate change and climate change regulations;
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possible renegotiation and replacement of international trade agreements;
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the risks of the oil and natural gas industry both domestically and internationally, such as operational risks in exploring for, developing and producing crude oil and natural gas and market demand;
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the failure to obtain industry partner and other third-party consents and approvals, as and when required;
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the availability of capital on acceptable terms;
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actions by governmental or regulatory authorities including changes in income tax laws or changes in tax laws and incentive programs relating to the oil and natural gas industry;
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changes in income tax laws or changes in tax laws or trade laws and incentive programs relating to the oil and natural gas industry;
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global or national health concerns, including the outbreak of pandemic or contagious diseases; and
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� other factors discussed under " Risk Factors ".
Statements 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 can be profitably produced in the future. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Appendix are expressly qualified by this cautionary statement.
Although the forward-looking statements contained herein are based upon assumptions which Logan believes to be reasonable, Logan cannot assure that actual results will be consistent with these forwardlooking statements. With respect to forward-looking statements, Logan has made assumptions regarding: Spartan Shareholder approval of the Reduction of Stated Capital; the completion of the Distribution and the timing thereof; the Logan Financing, including the aggregate proceeds therefrom and the timing thereof; the listing of the Logan Shares on the TSXV; the intended use of available funds; Logan's ability to assume Spartan's role with respect to the Logan Assets; future commodity prices and royalty regimes; tax laws; availability of skilled labour and services; timing and amount of capital expenditures; future exchange rates; the impact of increasing competition; general conditions in economic and financial markets; availability of drilling and related equipment; future well production rates; the performance of existing wells; the success of drilling new wells; effects of regulation by governmental agencies; royalty rates and future operating costs.
Logan has included the above summary of assumptions and risks related to forward- looking information in order to provide purchasers with a more complete perspective on Logan's future operations and such information may not be appropriate for other purposes. Logan's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Logan will derive therefrom. These forwardlooking statements are made as of the date hereof and Logan disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by Applicable Canadian Securities Laws.
CORPORATE STRUCTURE
Logan was incorporated pursuant to the ABCA on March 10, 2023 as "2499938 Alberta Ltd." and is a wholly owned subsidiary of Spartan. On March 22, 2023, Logan filed Articles of Amendment changing its name to "Logan Energy Corp." from "2499938 Alberta Ltd.". Logan was incorporated for the purpose of oil and natural gas production, exploration and acquisition in the Pouce Coupe and Simonette areas of north-west Alberta of the Montney resource trend, and in the Flatrock area of north-east British Columbia. Logan does not have any subsidiaries.
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The head office of Logan is located at Suite 1500, 308 – 4[th] Avenue S.W., Calgary, Alberta T2P 0H7 and its registered office is located at Suite 4300, 888 - 3[rd] Street S.W., Calgary, Alberta T2P 5C5.
Following completion of the Spin-Out and the Distribution, the organizational structure of Logan will be as set forth below. Pursuant to the Distribution, eligible Spartan Shareholders will receive approximately 173.1 million Logan Shares and approximately 173.1 million Logan Transaction Warrants. Pursuant to the Logan Financing, up to an additional 71.4 million Logan Shares and 64.3 million Logan Units shall be issued, each Logan Unit comprising of one (1) Logan Share and one (1) Logan Financing Warrant.
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DESCRIPTION OF THE BUSINESS OF LOGAN
General Development of the Business
Logan was incorporated for the purposes of participating in the Spin-Out and has not carried on any active business other than as discussed in the Information Circular and this Appendix "A". Pursuant to the SpinOut and the Logan Conveyance Agreement, Spartan will transfer the Logan Assets to Logan following the Meeting on May 16, 2023. The Logan Assets comprise of 4,000 boe/d of production in the Pouce Coupe and Simonette areas of north-west Alberta, 500 boe/d of legacy north-east British Columbia production and 55,769 net undeveloped acres in the Flatrock area of north-east British Columbia. The primary assets to be transferred to Logan consist of 193,000 net acres of high working interest 95% Montney Crown land across three properties (Simonette, Pouce Coupe and Flatrock). Logan will have approximately 4,500 boe/d of long life, balanced oil and gas production and 15.5 mmboe of TPP reserves as evaluated by McDaniel pursuant to the McDaniel Logan Report. Following completion of the the Spin-Out and the Distribution, Logan will carry on the exploration for, and development and production of, oil and natural gas in respect of the Logan Assets. See " Acquisition of the Logan Assets " and " Statement of Reserves Data and Other Oil and Gas Information Regarding the Logan Assets ".
Business Strategy
Logan's business strategy will be to develop its assets to grow production and cash flow while accumulating and delineating high quality inventory to provide compelling risk adjusted returns to shareholders.
Furthermore, Logan intends to:
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Develop and grow its assets. Logan will develop its assets to grow production and cash flow. Logan will deploy optimized well designs and development strategies to maximize the capital efficiency of its development drilling. Infrastructure will be built out or expanded as required to support the growth plan.
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Identify, Acquire and Delineate High Quality Inventory. Logan's existing asset base is rich in drilling inventory. Additionally, management has a track record of identifying and acquiring high quality and undervalued inventory and intends to grow the companies drilling inventory as part of the strategy. Management believes that high quality drilling inventory is becoming scarce and believes adding and delineating drilling inventory will contribute to strong equity returns.
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Focus on Execution and Cost Discipline. While growing, Logan will maintain a focus on reliable execution and well delivery with a focus on cost discipline.
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- Maintain a high full cycle investment hurdle rate and conservative leverage. Logan will evaluate all capital projects and possible acquisitions to ensure that they meet a high rate of return hurdle on a full cycle and risk adjusted basis. Logan will also maintain a conservative balance sheet and contractual commitments that are right sized to enable production growth while protecting downside in a volatile commodity market.
For all capital investments, be it drilling, infrastructure or acquisition opportunities, Logan will evaluate such opportunities to ensure they are expected to deliver risk adjusted returns above Logans weighted average cost of capital. Logan expects to maintain a high investment hurdle rate. The Logan Board may, in its discretion, approve acquisitions that do not conform to these guidelines based upon its consideration of the qualitative aspects of the subject properties, including risk profile, technical upside, reserve life and asset quality.
Business Strengths
The business strengths of Logan are as follows:
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Asset quality. From the outset, Logan will have three Montney assets in the Simonette, Pouce Coupe areas of north-west Alberta and in the Flatrock area of north-east British Columbia. Each property has highly favorable subsurface properties which are expected to underpin compelling well economics and offer different risk-return profiles. Logan intends to maintain a concentrated and high quality asset base with low abandonment and reclamation obligations.
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Inventory depth and growth runway. Across 193,000 net acres of high working interest Montney land, management has identified over 500 drilling locations that underpin the growth strategy and decades of drilling inventory.
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Management track record. The management team has an established track record of creating shareholder value across multiple business cycles and stewarding capital through volatile commodity markets. Additionally, the management team is highly technical with a demonstrated record of identifying high quality undervalued inventory which will be a competitive advantage.
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Fit for purpose capital structure. Logan will be capitalized fit for a growth-oriented producer. Following the completion of the Distribution and the Logan Financing, Logan expects to have approximately $104.1 million in cash (assuming the Logan Financing is fully-subscribed and the Logan Transaction Warrants are fully exercised), no debt, significant management ownership, and a premium focused portfolio of assets.
Employees
Logan has appointed 4 officers who will be employed by Logan following completion of the Spin-Out. See " Directors and Executive Officers " in this Appendix "A". After giving effect to the Spin-Out, Logan expects that it will have approximately 15 employees. To proceed with the development of the Logan Assets, Logan may require additional experienced employees and third-party consultants and contractors. See " Risk Factors – Risks Relating to the Management of Logan – Reliance on Key Personnel " in this Appendix.
Specialized Skill and Knowledge
Logan believes its success will be dependent on the performance of its management and key employees, many of whom have specialized knowledge and skills relating to oil and gas operations. Logan believes that it will have adequate personnel with the specialized skills required to successfully carry out its operations. Logan's management team has an established track record of creating value across multiple business cycles in high-growth oil and gas companies through an integrated strategy of acquiring, exploiting and exploring assets. See " Risk Factors – Risks Relating to the Management of Logan – Reliance on Key Personnel " in this Appendix.
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Cyclical and Seasonal Nature of Industry
Logan's operational results and financial condition will be dependent on the prices received for oil and natural gas production. Oil and natural gas prices have fluctuated widely during recent years and are determined by supply and demand factors, including weather and general economic conditions, as well as conditions in other oil and natural gas regions. Any decline in oil and natural gas prices could have an adverse effect on Logan's financial condition. See " Risk Factors " in this Appendix. Logan will mitigate such price risk through closely monitoring the various commodity markets and establishing hedging programs, as deemed necessary, to lock-in high netbacks on production volumes.
Environmental Responsibility
The oil and natural gas industry is currently subject to environmental regulations pursuant to a variety of provincial and federal legislations. Compliance with such legislation can require significant expenditures or result in operational restrictions. Breach of such requirements may result in suspension or revocation of necessary licences and authorizations, civil liability for pollution damage and the imposition of material fines and penalties, all of which might have a significant negative impact on earnings and overall competitiveness. The operations of Logan will be affected in varying degrees by laws and regulations regarding environmental protection.
Logan is committed to meeting its responsibilities to protect the environment and will be taking such steps as required to ensure compliance with environmental legislation in all jurisdictions in which it operates. Logan believes that it is reasonably likely that the trend towards stricter standards in environmental legislation and regulation will continue, and in continuing to maintain high quality operations, it anticipates making increased expenditures of both a capital and an expense nature as a result of these increasingly stringent environmental protection laws. However, it is not currently possible to quantify any such increased expenditures and it is not anticipated that Logan's competitive position will be adversely affected by current or future environmental laws and regulations governing its oil and natural gas operations. For a further discussion of the environmental regulations affecting the oil and gas industry, see " Industry Conditions " and " Risk Factors ".
Health, Safety and Environmental
Management, employees and all contractors will be responsible and accountable for the overall health, safety and environmental program. Logan will operate in compliance with all applicable regulations and will ensure all staff and contractors employ sound practices to protect the environment and to ensure employee and public health and safety.
Logan will maintain a safe and environmentally responsible workplace and provide training, equipment and procedures to all individuals in adhering to its policies. It will also solicit and take into consideration input from neighbours, communities and other stakeholders in regard to protecting people and the environment.
Competitive Conditions
Logan will be a member of the petroleum industry, which is highly competitive at all levels. Logan will compete with other companies for all of its business inputs, including exploitation and development prospects, access to commodity markets, acquisition opportunities, available capital and staffing. Logan will strive to be competitive by maintaining a strong financial condition and by utilizing current technologies to enhance exploitation, development and operational activities. Competitors in the space include resource companies which have much greater financial resources, staff and facilities than those of Logan. Logan believes that its competitive position is similar to that of other oil and gas issuers of similar size and at a similar stage of development.
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Marketing
It is expected that Logan's crude oil, NGLs and natural gas production will be sold primarily through lease sales that provide current market prices. Crude oil contracts are generally for a period of up to one year and are cancellable on 30 days notice, natural gas contracts are generally for one year and are cancellable on 60 days notice, and NGL contracts are generally for one year and allow for volume variances during their term. Logan does not expect to enter into any sales contracts that are reserve specific or continue for the life of production from the specified reserves.
Bankruptcy and Similar Procedures
There has been no bankruptcy, receivership or similar proceedings against Logan, or any voluntary bankruptcy, receivership or similar proceedings by Logan.
Material Restructuring Transactions
Other than the Spin-Out and the Distribution, there have been no material restructuring transactions of Logan. Pursuant to the Distribution, eligible Spartan Shareholders will receive Logan Shares and Logan Transaction Warrants. For more details, please see " The Transaction " in the Information Circular.
LOGAN FINANCING
At the Meeting, Spartan Shareholders will be asked to consider and, if deemed advisable, to approve an ordinary resolution to authorize the Logan Financing. The Logan Financing is intended to assist the Logan management team with creating a well-capitalized company to create shareholder value in a growthoriented, pure-play Montney company.
The Logan Financing is a non-brokered private placement of securities of Logan at an issue price of $0.35, representing the net asset value of the Logan Assets on a per share basis, to raise up to $47.5 million. Pursuant to the Logan Financing, Logan will offer up to a maximum of approximately 71.4 million Logan Shares and 64.3 million Logan Units at a price of $0.35 per Logan Share or Logan Unit, as applicable. Units will be issued to subscribers that are Logan Insider Shareholders. Logan Shares will be issued to all other subscribers. Please see below for an overview of anticipated insider participation in the Logan Financing:
| Securities Granted To / Subscribed For under the Logan Financing(1) |
Securities Granted To / Subscribed For under the Logan Financing(1) |
|
|---|---|---|
| Number & Class of Securities |
Exercise / Subscription Price |
|
| Directors and Officers | ||
| Richard (Rick) McHardy President, CEO & Director |
1,428,571 Logan Shares & 7,142,857 Logan Units |
$0.35 |
| Brendan Paton VP, Engineering & COO |
1,428,571 Logan Shares & 7,142,857 Logan Units |
$0.35 |
| Ashley Hohm VP, Finance & CFO |
0 Logan Shares & 7,142,857 Logan Units |
$0.35 |
| Craig Martin VP, Operations |
1,428,571 Logan Shares & 7,142,857 Logan Units |
$0.35 |
| Fotis Kalantzis Chairman, Director |
2,857,143 Logan Shares & 5,714,286 Logan Units |
$0.35 |
| Geri Greenall Director |
1,428,571 Logan Shares & 1,428,571 Logan Units |
$0.35 |
| Reginald Greenslade Director |
1,428,571 Logan Shares & 1,428,571 Logan Units |
$0.35 |
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| Securities Granted To / Subscribed For under the Logan Financing(1) |
Securities Granted To / Subscribed For under the Logan Financing(1) |
|
|---|---|---|
| Number & Class of Securities |
Exercise / Subscription Price |
|
| Donald Archibald Director |
1,428,571 Logan Shares & 1,428,571 Logan Units |
$0.35 |
| Pat Ward Director |
714,286 Logan Shares & 714,286 Logan Units |
$0.35 |
| Ron Hozjan Director |
285,714 Logan Shares & 714,286 Logan Units |
$0.35 |
| Employees(2) | 15,000,003 Logan Shares & 22,857,144 Logan Units |
$0.35 |
| Private placees not related to Spartan(2) |
42,571,429 Logan Shares & 0 Logan Units |
$0.35 |
| Total | 71,428,571 Logan Shares & 64,285,714 Logan Units |
-- |
Notes:
-
(1) For an overview of other benefits received by such persons in connection with the Transaction, see " Information Concerning Logan " in the Information Circular.
-
(2) Aggregated as a group.
Each Logan Unit issued pursuant to the Logan Financing will be comprised of one (1) Logan Share and one (1) Logan Financing Warrant. Each Logan Financing Warrant will entitle the holder thereof to acquire one Logan Share at an exercise price of $0.35 for a period of five (5) years. The Logan Financing Warrants will vest and become exercisable as to one-third upon the 10-day weighted average trading price of the Logan Shares equaling or exceeding $0.70, an additional one-third upon the Market Price equaling or exceeding $0.7875 and a final one-third upon the Market Price equaling or exceeding $0.875. Completion of the Logan Financing is subject to certain approvals, including TSXV approval and disinterested approval of Spartan Shareholders.
The Logan net asset value has been determined to be $0.35 per Logan Share, calculated as follows:
| TPP reserves(1) | $ 54.9 million |
|---|---|
| Undeveloped land(2) | $ 5.7 million |
| Total Logan net asset value | $ 60.6 million |
| Total outstanding Logan Shares(3)(4) | 173.1 million |
| Net asset value per share | $0.35 |
Notes:
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Representing the NPV of TPP reserves discounted at 10% before-tax attributed to the Logan Assets as evaluated in the McDaniel Logan Report.
-
Representing the undeveloped land value attributed to the undeveloped acreage in the Flatrock area as evaluated by Seaton - Jordan & Associates Ltd. as of December 31, 2022.
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Assuming 173.1 million Spartan Shares issued and outstanding as of the date of the Distribution, for which one (1) Logan Share will be issued in respect of each Spartan Share. As of the date hereof, there are 171.4 million Spartan Shares outstanding and Logan has assumed that (i) all outstanding stock options will be exercised on a cashless basis resulting in the issuance of an estimated 1.7 million Spartan Shares and (ii) all outstanding restricted share awards will be settled by Logan in cash, resulting in an estimated 173.1 million Spartan Shares outstanding as of the date of the Distribution. The actual number of shares to be issued in connection with the cashless exercise of stock options is dependent on Spartan's closing share on May 9, 2023, being the trading day immediately prior to the expected closing of the Asset Sale. As a result, the actual number of Spartan Shares outstanding may differ from these estimates.
-
Prior to giving effect to the completion of the Logan Financing or the exercise of the Logan Transaction Warrants.
No finders' fees or commissions will be paid in connection with the Logan Financing. The Logan Financing will be subject to the approval of the TSXV. The Logan Financing is expected to close following the completion of the Distribution and on or prior to the date of the listing of the Logan Shares on the TSXV,
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subject to the receipt of any required regulatory or stock exchange approvals, as applicable. Directors, officers, certain shareholders and employees of Logan as well as service providers, consultants and other related persons will be entitled to subscribe for all or a portion of the Logan Financing.
The purpose of the Logan Financing is to provide additional capital for use by Logan in its exploration and development activities and for general working capital purposes. The Logan Board believes that the Logan Financing will: (a) facilitate increased ownership in Logan, at a fair price and in a manner which encourages continued performance; (b) align the interests of holders of Logan Shares through the capital commitment being made under the Logan Financing by Logan employees; (c) allow Logan to meet the challenges in retaining qualified personnel in a very competitive employment market, particularly in the context of Spartan's historical cash compensation levels; and (d) provide additional capital to Logan for use in its exploration and development program.
Historically, in transactions of this nature, securities issued pursuant to an initial private placement, when issued at a net asset value, subsequently trade at a premium to the subscription price under the private placement which is often at a greater discount to the market price than the maximum allowable discount permitted by the TSXV. However, there can be no assurances that the Logan Shares will trade at a premium to the issue price of the Logan Shares pursuant to the Logan Financing, if and when the Logan Shares are listed and posted for trading on the TSXV.
To be adopted, the ordinary resolution approving the Logan Financing must be approved by a majority of the votes cast by the Shareholders who vote in person or by proxy at the Meeting, excluding votes cast in respect of Spartan Shares held, directly or indirectly, or over which control or direction is exercised, by any Person who will participate in the Logan Financing and their associates or affiliates. Participants in the Logan Financing that are directors, officers or employees of Spartan or Logan will be excluded from such vote.
See " Approval of the Logan Financing " in the Information Circular and " Available Funds and Principal Purposes ", " Capitalization " and " Risk Factors " in this Appendix.
ACQUISITION OF THE LOGAN ASSETS
Highlights of the Acquisition
Logan will enter into the Logan Conveyance Agreement to acquire the Logan Assets from Spartan. The Logan Assets are exploration assets that Spartan believes to have a significant potential upside based on recent drilling in the area. The Logan Assets are focused in the prolific Montney gas resource trend of northwest Alberta and northeast British Columbia predominantly in the Pouce Coupe, Simonette and Flatrock areas, as well as legacy production in the Noel area (" BC Minors "). The Logan Assets have the following key attributes:
| Alberta Pouce Coupe area Simonette area British Columbia BC Minors Total Note: |
Production (1) (BOE/d) 1,546 2,454 500 |
Gross PDP Reserves (MBOE) 2,203 5,418 929 |
Gross P+P Reserves (MBOE) 5,632 8,740 1,106 |
P+P RLI (years)(1) 10 10 6 |
|
|---|---|---|---|---|---|
| 4,500 | 8,549 | 15,478 | 9 |
(1) Based on forecasted June 2023 production for the area.
The following table sets out the average daily gross production volumes for the Logan Assets on a quarterly basis for the years of 2022 and 2021:
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| Quarter January - March April - June July - September October - December |
2022(BOE/d) 7,358 6,144 6,041 5,627 |
2021(BOE/d) |
|---|---|---|
| 6,401 5,567 5,378 6,099 |
See " Statement of Reserves Data and Other Oil and Gas Information Regarding the Logan Assets ". While management expects that Logan will receive the production benefits noted above, the Spin-Out and the Distribution expose Logan to additional risks including the risk that Logan will fail to realize the anticipated benefits from the Logan Assets. See " Risk Factors " in this Appendix for a further discussion of the risks associated with the Distribution.
Description of Principal Properties
As of March 1, 2023, the effective date of the Logan Reserves Report, the core operating assets and land holdings attributable to the Logan Assets were primarily located in and around the Simonette and Pouce Coupe areas of northwest Alberta and the Flatrock area of British Columbia, targeting the Montney Formation.
The Pouce Coupe property has had seven wells drilled with modern completion designs which have delivered consistent and strong results. The Pouce Coupe asset spans the gas condensate to light oil window. The asset is ready for continued development drilling with a similar development strategy to what has been executed on the last seven wells. Pouce Coupe has a connection to an area midstream gas plant. To reach the assets full potential, Logan will work through infrastructure and egress constraints.
The Simonette property has 51 operated Montney wells primarily drilled in the gas condensate window; no drilling has occurred on the asset since 2017. While these wells effectively delineate many of the subsurface properties of the asset, Logan is of the view that the well designs and landing depth of the historic wells are suboptimal. Despite this suboptimal historical development, the well results would still generate positive returns today. Logan believes there is a substantial opportunity to improve upon these historic results and demonstrate highly economic well results upon implementation of Logans development plan across the gas condensate and oil windows of the Simonette property. Spartan owns a 50% working interest in its 120 mmcf/d gas plant and has extensive gathering and disposal infrastructure in the area that will facilitate much of the development and growth plans.
The Flatrock property is undeveloped Montney acreage prospective for both gas condensate and oil development. The subsurface properties in Flatrock map out very favorably relative to other successful Montney develops and upon successful delineation drilling, the opportunity in Flatrock is substantial.
Logan Conveyance Agreement
Spartan and Logan will enter into the Logan Conveyance Agreement to complete the Spin-Out concurrent with the Distribution on or about June 20, 2023. The purchase consideration payable by Logan to Spartan for the Logan Assets shall be equal to the fair market value thereof, which shall be satisfied by the issuance by Logan to Spartan of the Logan Shares and the Logan Transaction Warrants, which securities Spartan will distribute to eligible Spartan Shareholders pursuant to the Distribution.
The Logan Conveyance Agreement will provide for the Spin-Out of the Logan Assets to Logan on an "as is, where is" basis, without representation and warranty and without reliance on any information provided to or on behalf of Logan by Spartan or any third party, and are of a standard nature, generally relating to the parties capacity to enter into and complete the transfer of the Logan Assets. The purchase consideration payable by Spartan to Logan under the Logan Conveyance Agreement will be equal to the fair market value of the Logan Assets, which shall be satisfied by the Distribution (being the issuance by Logan to Spartan of the Logan Shares and Logan Transaction Warrants which together will have a fair market value equal to the value of the Logan Assets).
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STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION REGARDING THE LOGAN ASSETS
The statement of reserves data and other oil and gas information set forth below (the " Logan Reserves Data ") is dated March 1, 2023. The effective date of the Reserves Data is March 1, 2023 and the preparation date of the Reserves Data is March 14, 2023.
Disclosure of Reserves Data
The Reserves Data set forth below is based upon an evaluation by McDaniel with an effective date of March 1, 2023, contained in the Logan Reserve Report. The Reserves Data summarizes the oil, NGLs and natural gas reserves associated with the Logan Assets and the net present values of future net revenue for such reserves using forecast prices and costs. The crude oil, NGLs and natural gas reserve estimates presented in the Logan Reserve Report are based on the guidelines contained in the COGE Handbook and the reserve definitions contained in both NI 51-101 and the COGE Handbook. A summary of those definitions are set forth in the Information Circular under " Glossary of Terms " and " Advisory Regarding Oil and Gas Information ". McDaniel was engaged to provide evaluations of Proved Reserves and Proved plus Probable (P+P) Reserves and no attempt was made to evaluate possible reserves. Additional information not required by NI 51-101 has been presented to provide continuity and additional information which Logan believes is important to the readers of this information.
The information regarding the Logan Assets set forth herein is in respect of all of the Logan Assets. All of the reserves associated with the Logan Assets are in Canada and, specifically, in the Provinces of Alberta and British Columbia.
It should not be assumed that the estimates of future net revenues presented in the tables below represent the fair market value of the reserves. There are numerous uncertainties inherent in estimating quantities of crude oil, NGLs and natural gas reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth in this Appendix are estimates only. The recovery and reserve estimates of the crude oil, NGLs and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual crude oil, natural gas and NGL reserves may be greater than or less than the estimates provided herein. In general, estimates of economically recoverable crude oil and natural gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of crude oil and natural gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially from actual results. For those reasons, among others, estimates of the economically recoverable crude oil and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues associated with reserves may vary and such variations may be material. The actual production, revenues, taxes and development and operating expenditures with respect to the reserves associated with the Logan Assets may vary from the information presented herein and such variations could be material.
In certain of the tables set forth below, the columns may not add due to rounding.
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SUMMARY OF OIL AND GAS RESERVES as of March 1, 2023 FORECAST PRICES AND COSTS
| Reserve Category PROVED Developed Producing Developed Non-Producing Proved Undeveloped TOTAL PROVED PROBABLE TOTAL PROVED PLUS PROBABLE Reserve Category PROVED Developed Producing Developed Non-Producing Proved Undeveloped TOTAL PROVED PROBABLE TOTAL PROVED PLUS PROBABLE |
Reserve Category | Light & Medium Oil | Light & Medium Oil | Heavy Oil | Heavy Oil | Tight Oil | Tight Oil | Total | Total | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net(2) (mbbl) |
Net(2) (mbbl) |
Net(2) (mbbl) |
||||||||||
| 5 - - |
- - - |
730 - 925 |
||||||||||
| 5 1 |
- - |
1,656 384 |
||||||||||
| Gross(1) (mmcf) 13,609 948 - 14,557 2,511 17,069 |
Gross(1) (mmcf) 25,965 426 15,018 41,409 9,507 50,916 |
Gross(1) (mbbl) 1,021 42 273 1,336 288 1,624 |
Gross(1) (mboe) 8,549 271 3,850 12,670 2,808 15,478 |
Net(2) (mboe) |
||||||||
| 7,292 242 3,395 |
||||||||||||
| 10,928 2,304 |
||||||||||||
| 13,231 |
Notes:
(1) Gross reserves are working interest reserves before royalty deductions.
(2) Net reserves are working interest reserves after royalty deductions plus royalty interest reserves.
(3) Natural Gas Liquids include Condensate volumes.
SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE as at March 1, 2023 FORECAST PRICES AND COSTS
| RESERVES CATEGORY PROVED Developed Producing Developed Non- Producing Undeveloped TOTAL PROVED PROBABLE TOTAL PROVED PLUS PROBABLE |
Before Income | Before Income | Tax Discounted at(%/year) 10 15 20 ($000's) ($000's) ($000's) 24,512 25,141 24,785 1,472 1,210 1,011 3,988 (171) (2,685) 29,972 26,179 23,112 24,966 19,361 15,499 54,938 45,541 38,611 |
Tax Discounted at(%/year) 10 15 20 ($000's) ($000's) ($000's) 24,512 25,141 24,785 1,472 1,210 1,011 3,988 (171) (2,685) 29,972 26,179 23,112 24,966 19,361 15,499 54,938 45,541 38,611 |
Unit Value Before Income Tax Discounted at 10%/year(1) |
|---|---|---|---|---|---|
| 0 ($000's) 5,115 2,338 22,696 30,149 47,946 78,095 |
5 ($000's) 20,895 1,830 10,931 33,656 33,591 67,247 |
10 ($000's) 24,512 1,472 3,988 29,972 24,966 54,938 |
15 ($000's) 25,141 1,210 (171) 26,179 19,361 45,541 |
($/BOE) | |
| 3.36 6.10 1.17 |
|||||
| 2.74 10.84 |
|||||
| 4.15 |
Note:
(1) The unit values are based on net reserve volumes.
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TOTAL FUTURE NET REVENUE (UNDISCOUNTED) as at March 1, 2023 FORECAST PRICES AND COSTS
| RESERVES CATEGORY ($000's) Proved Reserves Proved Plus Probable Reserves |
REVENUE ($000's) 537,497 670,194 |
ROYALTIES ($000's) 78,093 103,320 |
OPERATING COSTS ($000's) 289,093 348,531 |
DEVELOP- MENT COSTS ($000's) 94,974 94,974 |
ABANDONMENT AND RECLAMATION COSTS ($000's) 45,189 45,275 |
FUTURE NET REVENUE BEFORE INCOME TAXES ($000's) 30,149 78,095 |
|---|---|---|---|---|---|---|
Note:
(1) Includes all product revenues and other revenues as forecast.
FUTURE NET REVENUE BY PRODUCTION GROUP as of March 1, 2023 FORECAST PRICES AND COSTS
| RESERVES CATEGORY Proved Reserves Proved Plus Probable Reserves |
PRODUCTION GROUP Light and Medium Oil (Unit Price $/bbl) Tight Oil (Unit Price $/bbl) Conventional Natural Gas (Unit Price $/Mcf) Shale Gas(Unit Price $/Mcf) Total Light and Medium Oil (Unit Price $/bbl) Tight Oil (Unit Price $/bbl) Conventional Natural Gas (Unit Price $/Mcf) Shale Gas(Unit Price $/Mcf) Total |
FUTURE NET REVENUE BEFORE INCOME TAXES (discounted at 10%/year) ($000's) (9,934) 3,289 12,949 23,668 29,972 (9,919) 18,905 15,195 30,757 54,938 |
UNIT VALUE(1) ($/BOE) |
|---|---|---|---|
| nmf 1.99 1.00 nmf |
|||
| 2.74 nmf 9.30 1.01 1.31 |
|||
| 4.15 |
Note:
(1) The unit values are based on net reserve volumes. "nmf" mean no meaningful figure.
Pricing Assumptions
The following tables set forth the benchmark reference prices, as at March 1, 2023, reflected in the Reserves Data. These price assumptions were provided to Logan by McDaniel and were McDaniel's then current forecast at the date of the Logan Reserve Report.
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SUMMARY OF PRICING AND INFLATION RATE ASSUMPTIONS[(1)] as of March 1, 2023 FORECAST PRICES AND COSTS
| Year 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Thereafter |
Crude Oil WTI Cushing Oklahoma (US$/bbl) 75.90 71.41 67.32 63.89 60.95 62.17 63.41 64.68 65.97 67.29 68.64 |
Edmonton Light Crude Oil (C$/bbl) 84.67 82.69 81.03 81.39 82.65 84.29 85.98 87.71 89.46 91.25 93.07 |
Edmonton Ethane (C$/bbl) Edmonton Propane (C$/bbl) Edmonton Butane (C$/bbl) 13.75 39.80 53.88 14.33 39.14 52.67 13.77 39.74 51.42 13.98 39.86 51.61 14.20 40.47 52.39 14.49 41.28 53.44 14.79 42.11 54.51 15.09 42.95 55.60 15.39 43.81 56.71 15.71 44.47 57.56 16.02 45.35 58.71 Escalation rate of 2% |
Edmonton Cond. & Natural gasoline (C$/bbl) 101.95 93.05 87.12 82.16 83.80 85.48 87.19 88.93 90.71 92.53 94.38 |
Alberta AECO Spot Price (C$/MMbtu) 2.94 3.41 3.93 4.19 4.28 4.36 4.45 4.54 4.63 4.72 4.82 |
Capital / Operating Cost Inflation Rate (%/year) 0.0 2.3 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 |
Exchange Rate (US$/C$)(2) |
|---|---|---|---|---|---|---|---|
| 0.736 0.741 0.744 0.747 0.747 0.747 0.747 0.747 0.747 0.747 0.747 0.747 |
Notes:
(1) This summary table identifies benchmark reference pricing schedules that might apply to a reporting issuer.
(2) The exchange rate used to generate the benchmark reference prices in this table. (3) As at March 1, 2023.
Weighted average historical prices, excluding hedging, realized from the Logan Assets for the year ended December 31, 2022 were $120.64/bbl for crude oil, $91.86/bbl for NGLs, and $5.80/mcf for natural gas.
Additional Information Relating to Reserves Data for the Logan Assets
Undeveloped Reserves
Undeveloped reserves are attributed by McDaniel in accordance with standards and procedures contained in the COGE Handbook. Proved undeveloped reserves are those reserves that can be estimated with a high degree of certainty and are expected to be recovered from known accumulations where a significant expenditure is required to render them capable of production. Probable undeveloped reserves are those reserves that are less certain to be recovered than proved reserves and are expected to be recovered from known accumulations where a significant expenditure is required to render them capable of production. Proved and probable undeveloped reserves have been assigned in accordance with engineering and geological practices as defined under NI 51-101. In general, undeveloped reserves are planned to be developed over the next two years.
In some cases, it will take longer than two years to develop these reserves. There are a number of factors that could result in delayed or cancelled development, including the following: (i) changing economic conditions (due to pricing, operating and capital expenditure fluctuations); (ii) changing technical conditions (including production anomalies, such as water breakthrough or accelerated depletion); (iii) multi-zone developments (for instance, a prospective formation completion may be delayed until the initial completion formation is no longer economic); (iv) a larger development program may need to be spread out over several years to optimize capital allocation and facility utilization; and (v) surface access issues (including those relating to land owners, weather conditions and regulatory approvals). For more information, see " Risk Factors " in this Appendix.
McDaniel has assigned 5,132 MBOE of probable undeveloped reserves with no additional dollars allocated for future development capital over the proved schedule.
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Significant Factors or Uncertainties
The process of estimating reserves is complex. It requires significant judgments and decisions based on available geological, geophysical, engineering, and economic data. These estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change. The reserve estimates contained herein are based on current production forecasts, prices and economic conditions.
As circumstances change and additional data become available, reserve estimates also change. Estimates made are reviewed and revised, either upward or downward, as warranted by the new information. Revisions are often required due to changes in well performance, commodity prices, economic conditions and governmental restrictions.
Although every reasonable effort is made to ensure that reserve estimates are accurate, reserve estimation is an inferential science. As a result, subjective decisions, new geological or production information and a changing environment may impact these estimates. Revisions to reserve estimates can arise from changes in year-end oil and gas prices and reservoir performance. Such revisions can be either positive or negative.
In addition, higher than estimated operating costs would substantially reduce Logan's netback, which in turn would reduce the amount of cash available for reinvestment in drilling opportunities. This becomes most relevant during periods of low commodity prices when profits are more significantly impacted by high costs.
Future Development Costs
The following table sets forth development costs deducted in the estimation of the future net revenue attributable to the reserve categories noted below.
| Year 2023 2024 2025 2026 2027 Thereafter |
Future Development Costs Proved Reserves ($M) Proved Plus Probable Reserves ($M) 5,754 5,754 1,500 1,500 25,601 25,601 25,851 25,851 24,930 24,930 11,338 11,338 |
|---|---|
| Total: Undiscounted | 94,974 94,974 |
| Total: Discounted at 10% per year | 69,017 69,017 |
Logan expects to fund the development costs of these reserves through a combination of internally generated cash flow and the issuance of new equity where and when it believes appropriate.
There can be no guarantee that funds will be available or that the Logan Board will allocate funding to develop all of the reserves attributable in the Logan Reserve Report. Failure to develop those reserves could have a negative impact on Logan future cash flow.
The interest or other costs of external funding are not included in the reserves and future net revenue estimates set forth above and would reduce the reserves and future net revenue to some degree depending upon the funding sources utilized. Logan does not anticipate that interest or other funding costs would make further development of any of the Logan Assets uneconomic.
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Other Oil and Gas Information
Oil and Gas Properties
For a description of the Logan Assets, see " Acquisition of the Logan Assets – Description of Principal Properties " in this Appendix "A".
Oil and Gas Wells
The following table sets forth the number and status of wells as at March 1, 2023, in which Logan will have a working interest upon the acquisition of the Logan Assets.
| Alberta British Columbia Total |
Oil Wells(3) Producing Non-Producing(5) Gross(1) Net(2) Gross(1) Net(2) 22 17.4 6 4.2 - - - - 22 17.4 6 4.2 |
Natural Gas Wells(4) | Natural Gas Wells(4) | Natural Gas Wells(4) |
|---|---|---|---|---|
| Producing Gross(1) Net(2) 22 17.4 - - 22 17.4 |
Producing Gross(1) Net(2) 61 55.1 52 22.3 113 77.4 |
Non-Producing(5) Gross(1) Net(2) 73 54.0 38 26.1 111 80.1 |
||
| 54.0 26.1 |
||||
| 80.1 |
Notes:
(1) "Gross" refers to all oil and gas wells in which Logan will have a working interest.
(2) "Net" refers to the aggregate of the percentage working interests that Logan will have in the gross wells, before the deduction of any royalty interests.
(3) Includes light and medium oil wells and tight oil wells.
(4) Includes conventional natural gas wells and shale gas wells.
(5) Non-producing wells include wells that have been shut in and/or suspended or are standing. Excludes abandoned, water source, water injection and disposal wells.
Properties with no Attributed Reserves
The only property with no attributed reserves is in Flatrock, British Columbia which contains 55,769 net acres and 56,165 gross acres.
Forward Contracts
Logan's operational results and financial condition will be dependent upon the prices received for oil and natural gas production. Oil and natural gas prices have fluctuated widely in recent years. Such prices are primarily determined by economic and political factors. Supply and demand factors, as well as weather and conditions in other oil and natural gas regions of the world also impact prices. Any upward or downward movement in oil and natural gas prices could have an effect on Logan's financial condition.
Logan may implement a hedging policy using, amongst others, costless collars and fixed price swaps to hedge up to 75% of its gross oil, NGLs and natural gas production for a maximum period of three years. These hedging activities could expose Logan to losses or gains. To the extent that Logan engages in risk management activities related to commodity prices, it will be subject to credit risk associated with the parties with which it contracts. This credit risk will be mitigated by entering into contracts with only stable and creditworthy parties and through the frequent review of Logan's exposure to these entities. See " Risk Factors " in this Appendix.
Additional Information Concerning Abandonment and Reclamation Costs
Logan estimates the costs to abandon and reclaim all its non-producing and producing wells, gas plants, pipelines, batteries and other facilities based on its previous experience, current regulations, costs, technology an industry standards area by area. No estimate of salvage value is netted against the estimated cost. Logan's model for estimating the amount of future abandonment and reclamation expenditures was done on an individual well and facility level. Estimated expenditures for each well and facility are based on internal estimates. Each well and facility are assigned an average cost for abandonment and reclamation
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over a six (6) year period after each wells estimated reserve life. Timing of expenditures is based on budgets and estimates of such annual activities. Facility reclamation costs are generally scheduled to begin shortly before the end of the reserve life of Logan associated reserves and continue beyond the reserve life under the assumption that decommissioning of plant/facilities are generally mobile assets with a long useful life.
Logan estimates that it will incur reclamation and abandonment costs on the properties to be held by it upon abandonment. The approximate net cost to abandon and reclaim all wells and facilities for proven plus probable reserves, discounted at 10%, totals $19 million ($45 million undiscounted). Abandonment and reclamation costs undiscounted and expected to be paid over the next three years totals $13 million.
Tax Horizon
As a newly incorporated entity, Logan has not been required to pay any income related taxes. Following the Distribution, Logan will have approximately $60.6 million of tax pools available, primarily Canadian Oil and Gas Property Expense and Capital Cost Allowance deductions. It is expected, based upon current legislation, the projections contained in the Logan Reserve Report and various other assumptions, that cash income taxes are likely to be paid by Logan starting in 2023 or 2024 depending on the capital budget. A higher level of capital expenditures than those contained in the Logan Reserve Report, or further additional acquisitions, could further extend the estimated tax horizon.
Exploration and Development Activities
There were no new wells on the Logan Assets in which Spartan participated during the year ended December 31, 2022.
Production Estimates
The following table sets out the volume of working interest production estimated for the Logan Assets for the period of March 1, 2023 to December 31, 2023 reflected in the estimate of future net revenue disclosed in the tables contained under " Statement of Reserves Data and Other Oil and Gas Information Regarding the Logan Assets – Disclosure of Reserves Data " in this Appendix "A".
| Reserves Category PROVED Pouce Coupe Simonette BC Minors TOTAL PROVED (2) PROVED PLUS PROBABLE Pouce Coupe Simonette BC Minors TOTAL PROVED PLUS PROBABLE Notes: |
Crude Oil (bbl/d) 447 168 - 615 457 171 - 627 |
Natural Gas Liquids (bbl/d) 58 419 79.4 557 60 424 80 564 |
Natural Gas (mcf/d) 6,093 13,806 2,613 22,512 6,227 13,957 2,635 22,818 |
Gross Barrel of Oil Equivalent (boe/d) |
|---|---|---|---|---|
| 1,520 2,886 515 |
||||
| 4,924 1,554 2,922 519 |
||||
| 4,994 |
(1) Natural Gas Liquids includes Condensate
(2) Total may not add due to rounding
Production History
The following table discloses, on a quarterly basis for the year ended December 31, 2022, in respect of the Logan Assets, average daily production volumes (working interest before royalties), average selling prices, processing and other revenue, royalty expenses, transportation and operating expenses incurred and Operating Netbacks, on a per unit of volume basis for each product time.
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| Average Daily Production Crude Oil(6)(bbl/d) NGLs (bbl/d) Natural Gas(7)(mcf/d) Total (boe/d) Average Realized Prices(1) Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) Processing and Other Revenue(2) Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) Royalties(3) Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) Transportation Expenses Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) Operating Expenses(4) Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) Operating Netback(5) Crude Oil(6)($/bbl) NGLs ($/bbl) Natural Gas(7)($/mcf) Total ($/boe) |
31-Mar-22 1,420 703 31,411 7,358 115.13 87.97 5.07 52.26 1.27 1.27 0.21 1.27 (9.77) (24.34) (0.38) (5.84) (8.02) (3.98) (0.26) (3.02) (12.92) (12.92) (2.15) (12.92) 85.69 48.00 2.49 31.75 |
Three Months Ended 30-Jun-22 30-Sep-22 939 937 580 584 27,756 27,117 6,144 6,041 138.79 118.53 105.71 89.50 7.52 5.06 65.17 49.78 1.45 1.43 1.45 1.43 0.24 0.24 1.45 1.43 (17.29) (18.87) (33.08) (22.98) (0.68) (0.42) (8.82) (7.02) (11.70) (9.59) (6.23) (4.01) (0.31) (0.32) (3.76) (3.32) (14.51) (14.73) (14.51) (14.73) (2.42) (2.46) (14.51) (14.73) 96.74 76.77 53.34 49.21 4.35 2.10 39.53 26.14 |
31-Dec-22 837 508 25,691 5,627 112.02 84.25 5.61 49.88 1.69 1.69 0.28 1.69 (24.17) (22.51) (0.60) (8.36) (10.01) (3.55) (0.30) (3.17) (14.97) (14.97) (2.50) (14.97) 64.56 44.91 2.50 25.08 |
Year Ended 31-Dec-22 1,032 594 27,976 6,288 120.64 91.86 5.80 54.26 1.45 1.45 0.24 1.45 (16.51) (25.73) (0.51) (7.42) (9.62) (4.44) (0.29) (3.30) (14.21) (14.21) (2.37) (14.21) 81.75 48.93 2.87 30.78 |
|---|---|---|---|---|
Notes:
(1) "Average Realized Prices" are a non-GAAP financial ratio calculated by dividing sales revenue into production volumes by product type.
(2) Processing and other revenue primarily relates to fees earned for third party use of the Logan Assets infrastructure and is not directly attributable to individual products. The total is allocated pro-rata based on production volumes by product type for purposes of this table.
(3) Royalties are presented net of Gas Cost Allowance (" GCA "). For purposes of this table, total GCA credits are allocated to NGLs and natural gas royalties pro-rata based on gross royalties before GCA.
(4) Operating expenses are not directly attributable to individual products. Total operating expenses are allocated pro-rata based on production volumes by product type for purposes of this table.
(5) "Operating Netback" is a non-GAAP financial measures which may not be directly comparable to other issuers. "Operating Income " is calculated as average selling prices, net of royalties, plus processing and other revenue, less operating and transportation expenses. See " Notice to Reader - Non-GAAP Measures and Ratios " for more information.
(6) Crude Oil is inclusive of "Light Crude Oil and Medium Crude Oil", "Heavy Oil, and "Tight Oil" reserve classifications.
- (7) Natural Gas is inclusive of 'Conventional Natural Gas" and "Shale Gas" reserve classifications.
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The following table indicates the approximate average daily production from the Logan Assets for the year ended December 31, 2022:
| Properties Alberta Pouce Coupe Simonette British Columbia BC Minors Total |
Crude Oil (Bbls/d) 802 230 - 1,032 |
NGLs (Bbls/d) 85 423 86 594 |
Natural Gas (Mcf/d) 9,458 15,571 2,947 27,976 |
Total |
|---|---|---|---|---|
| (BOE/d) | ||||
| 2,463 3,248 577 6,288 |
DIVIDEND POLICY
There are no restrictions in Logan's articles or elsewhere which could prevent Logan from paying dividends. It is not contemplated that any dividends will be paid on any Logan Shares in the immediate future, as it is anticipated that all available funds will be invested to finance the growth of Logan's business. The directors of Logan will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on Logan's financial position at the relevant time. Any decision to pay dividends on the Logan Shares will be made by the directors on the basis of Logan's earnings, financial requirements and other factors existing at such future time, including commodity prices, production levels, capital expenditure requirements, debt service requirements, operating costs, royalty burdens, foreign exchange rates and the satisfaction of the liquidity and solvency tests imposed by the ABCA for the declaration and payment of dividends. All of the Logan Shares will be entitled to an equal share in any dividends declared and paid. See " Risk Factors " and " Description of Share Capital " in this Appendix.
CONSOLIDATED CAPITALIZATION
The following table sets forth the capitalization of Logan as at March 31, 2023 before and after giving effect to the Spin-Out, the Distribution and the Logan Financing, as applicable.
| Logan Shares(3) Logan Transaction Warrants(4) Logan Financing Warrants(5) Long Term Debt |
Authorized Unlimited Unlimited Unlimited Nil |
Amount Outstanding as of Mar. 31, 2023 before giving effect to the Distribution and the Logan Financing(1) One (1) ($1.00) Nil Nil Nil |
Amount Outstanding as of Mar. 31, 2023 after giving effect to the Distribution but before giving effect to the Logan Financing Amount Outstanding as of Mar. 31, 2023 after giving effect to the Distribution and the Logan Financing(2) 173.1 million ($60.6 million) 308.9 million ($108.1 million) 173.1 million 173.1 million Nil 64.3 million Nil Nil |
|---|---|---|---|
Notes:
(1) The one Logan Share currently outstanding as at the date hereof was issued to Spartan on incorporation of Logan on March 10, 2023. See " Prior Sales " in this Appendix.
(2) Assumes that the Logan Financing is completed for aggregate proceeds of $47.5 million.
(3) Up to an aggregate 10% of the number of Logan Shares issued and outstanding after giving effect to the Spin-Out and the Distribution and the Logan Financing will be reserved for issuance pursuant to the Logan Option Plan and the Logan Share Award Incentive Plan. See " Logan Option Plan " and " Logan Share Award Incentive Plan " in this Appendix "A".
(4) The Logan Transaction Warrants are non-transferrable and entitle the holder thereof to acquire one (1) Logan Share at an exercise price equal of $0.35 per Logan Share at any time on or before the close of business on July 17, 2023.
(5) The Logan Financing Warrants entitle the holder to purchase one (1) Logan Share at a price of $0.35 per Logan Share for a period of five years. The Logan Financing Warrants will vest and become exercisable as to one-third upon the Market Price equaling or exceeding $0.70, an additional one-third upon the Market Price equaling or exceeding $0.7875 and a final one-third upon the Market Price equaling or exceeding $0.875.
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AVAILABLE FUNDS AND PRINCIPAL PURPOSES
After giving effect to the Spin-Out, the Distribution and the Logan Financing (assuming it is fully subscribed), but prior to: (a) deducting any transaction costs of the Logan Financing; (b) deducting any operating adjustments under the Logan Conveyance Agreement; and (c) giving effect to the exercise of any of the Logan Transaction Warrants, Logan is expected to have approximately $47.5 million in cash.
Logan intends to use such available funds as follows:
| Oil and gas activities(1) (exploration for and development and appraisal of oil and gas interests) Unallocated funds(2) General and administrative costs and other corporate working capital(3) Total |
$ millions |
|---|---|
| 45.3 0.2 2.0 |
|
| 47.5 |
Notes:
-
(1) Capital expenditures may increase dependent upon cash flow from operations. Logan estimates that oil and gas capital expenditures will substantially increase dependent upon the exercise of the Logan Transaction Warrants.
-
(2) In accordance with TSXV Policy 2.1, Logan reserves $200,000 in unallocated funds.
-
(3) The estimate of working capital is prior to giving effect to any transaction costs of the Logan Financing, potential operating adjustments under the Logan Conveyance Agreement, and to the exercise of any of the Logan Transaction Warrants, among other factors. As a result, the actual working capital amount may be materially different from the current estimate.
There is no certainty that the Logan Transaction Warrants will be exercised. In the event that the Logan Financing is not fully subscribed or the Logan Financing is not approved by the Spartan Shareholders at the Meeting, funds currently budgeted for certain activities may be postponed until initial drilling results are received and further funds can potentially be made available. Further, the working capital amount is a good faith estimate that is subject to a number of uncertainties including results of future operations and final costs of the Spin-Out, the Distribution and the Logan Financing.
The use of available funds by Logan is consistent with its stated business objectives and strategic goals of the exploration for and development and appraisal of oil and gas interests in its core north-west Alberta and north-east British Columbia areas. Other than the successful completion of the Spin-Out, the Distribution and the Logan Financing, there is no particular significant event or milestone that must occur for Logan's business objectives to be accomplished.
While Logan intends to use the net proceeds as stated above, there may be circumstances that are not known at this time where a reallocation of the net proceeds may be advisable for business reasons that management believes are in Logan's best interests and as a result there is no assurance Logan will use the proceeds as stated. See " Forward-Looking Statements " in this Appendix.
SELECTED OPERATIONAL AND FINANCIAL INFORMATION
The following is a summary of selected financial information for the Logan Assets as at December 31, 2022 and 2021 which has been derived from:
-
(a) the audited statement of financial position of Logan as at April 14, 2023 and the statements of cash flows and changes in equity of Logan for the period from incorporation on March 10, 2023 to April 14, 2023 attached as Schedule "A" to this Appendix;
-
(b) the audited operating statements relating to the Logan Assets for the years ended December 31, 2022 and 2021 attached as Schedule "B" to this Appendix; and
-
(c) the discussion under the heading " Management's Discussion and Analysis " in this Appendix.
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This summary financial information should be read in conjunction with the discussion under the heading " Management's Discussion and Analysis " included elsewhere in this Appendix "A".
Logan relied on the exemption in subsection 32.9(1) of Form 41-101F1 – Information Required in a Prospectus from the requirements set forth in Item 32.2 of Form 41-101F1. The Logan Assets may be viewed as a primary business of Logan pursuant to Section 32.1(b) of Form 41-101F1. In the absence of an exemption, the treatment of the Logan Assets as a primary business of Logan would require Spartan to include audited financial statements in respect of the Logan Assets. However, per subsection 32.9(1) of Form 41-101F1, operating statements for the business may be provided in lieu of financial statements where the following conditions are satisfied: (i) the acquisition is an acquisition of a business which is an interest in an oil and gas property; (ii) the acquisition is not an acquisition of securities of another issuer; (iii) the issuer is unable to provide the financial statements in respect of the acquisition because those financial statements do not exist or because the issuer does not have access to those financial statements; and (iv) the acquisition does not constitute a reverse takeover. The Logan Assets consist of interests in oil and gas properties in north-west Alberta and north-east British Columbia. Logan will acquire the Logan Assets from Spartan directly pursuant to the terms of the Conveyance Agreement: the acquisition of the Logan Assets does not involve the acquisition by Logan of the securities of another issuer. Spartan is unable to provide financial statements in respect of the Logan Assets because the financial statements for the Logan Assets do not exist and it is impracticable to prepare carve-out financial statements because the Logan Assets were integrated into other businesses of Spartan and did not represent a separate reporting or operating segment of Spartan. The acquisition by Logan of the Logan Assets will not constitute a reverse takeover using the predecessor value method of accounting.
Gross Production from the Logan Assets
| Light and medium oil (bbls/d) Natural gas (mcf/d) NGLs (bbls/d) Oil equivalent (boe/d) Note: |
December 31, 2022 1,032 27,976 594 6,288 |
December 31, 2021 775 26,554 658 5,859 |
|---|---|---|
(1) See " Management's Discussion and Analysis ".
Commodity Prices for the Logan Assets
| Realized Commodity Prices Light and medium oil ($/bbl) Natural Gas ($/mcf) NGLs ($/bbl) Reference Commodity Prices WTI ($US/bbl) AECO monthly index ($/mcf) Exchange rate (US$/CA$) Notes: |
December 31, 2022 120.64 5.80 91.86 94.23 5.04 1.30 |
December 31, 2021 80.96 3.81 60.71 67.91 3.44 1.25 |
|---|---|---|
(1) See " Management's Discussion and Analysis ".
(2) See " Other Oil and Gas Information ".
Schedule of Revenue, Royalties and Operating Expenses for the Logan Assets
| (thousands of dollars) Oil and gas sales(1) Royalties(1) |
December 31, 2022 124,534 (17,026) |
December 31, 2021 74,401 (8,145) |
|---|---|---|
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| 124,534 3,326 (32,608) (7,583) 70,643 30.78 |
74,401 3,552 (23,859) (5,944) 40,005 18.71 |
|---|---|
Notes:
(1) Derived from the audited operating statements relating to the Logan Assets for the years ended December 31, 2022 and December 31, 2021 attached as Schedule "B" to this Appendix.
(2) Derived from the discussion under the heading " Management's Discussion and Analysis " in this Appendix "A".
Logan was not otherwise engaged in oil and gas activities as at December 31, 2022, and therefore this Appendix does not contain the annual oil and gas information and reports of Logan (as set out in Forms 51-101F1, Form 51-101F2 – Report on Reserves Data and Form 51-101F3 – Report of Management and Directors on Oil and Gas Disclosure ) as at its most recently completed year-end date as required under NI 51-101 for companies engaged in oil and gas activities. However, this Appendix "A" does contain estimates of reserves and related future net revenue in respect of the Logan Assets, which Logan will acquire from Spartan pursuant to the Logan Conveyance Agreement, which estimates have been independently evaluated by McDaniel in the Logan Reserve Report. For more details, please see " Statement of Reserves Data and Other Oil and Gas Information Regarding the Logan Assets ".
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following Management's Discussion and Analysis (" MD&A "), dated as of April 14, 2023, provides a detailed explanation of the revenue, royalties, operating and transportation expenses of the Logan Assets for the years ended December 31, 2022 and 2021 and should be read in conjunction with the audited operating statements for the years then ended set forth in Schedule "B" to this Appendix "A". The operating statements have been prepared in all material respects in accordance with the financial reporting framework specified in subsection 3.17 of NI 52-107. All references are to Canadian dollars unless otherwise indicated.
| OIL AND GAS SALES | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Oil and gas sales, before royalties: | |||
| Crude oil | 45,420 | 22,897 | 98 |
| Natural gas | 59,224 | 36,909 | 60 |
| Naturalgas liquids | 19,890 | 14,595 | 36 |
| Oil andgas sales, before royalties | 124,534 | 74,401 | 67 |
| Average daily production: | |||
| Crude oil (bbl/d) | 1,032 | 775 | 33 |
| Natural gas (mcf/d) | 27,976 | 26,554 | 5 |
| Naturalgas liquids(bbl/d) | 594 | 658 | (10) |
| Combined(BOE/d) | 6,288 | 5,859 | 7 |
| % Liquids | 26% | 24% | 8 |
| Average realized prices: | |||
| Crude oil ($/bbl) | 120.64 | 80.96 | 49 |
| Natural gas ($/mcf) | 5.80 | 3.81 | 52 |
| Naturalgas liquids($/bbl) | 91.86 | 60.71 | 51 |
| Combined($/BOE) | 54.26 | 34.80 | 56 |
| Average benchmark prices: | |||
| WTI crude oil (US$/bbl) | 94.23 | 67.91 | 39 |
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| OIL AND GAS SALES | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Edmonton light crude oil ($/bbl) | 120.08 | 80.17 | 50 |
| AECO natural gas ($/GJ) | 5.04 | 3.44 | 47 |
| Exchange rate(US$/CA$) | 1.30 | 1.25 | 4 |
For the year ended December 31, 2022, total oil and gas sales (before royalties) increased by $50.1 million or 67% due to significantly higher average realized prices, together with a 7% increase in production year over year. The increase in average daily production in 2022 compared to the previous year is primarily due to 3.0 net wells drilled at Pouce Coupe at the end of 2021 in addition to well reactivations.
The combined average product price was $54.26 per BOE in 2022, an increase of 56% compared to $34.80 per BOE in 2021. The increase in the combined average price realized reflects the increase in underlying benchmark commodity prices during 2022 as well as the higher crude oil weighting of production and sales revenue compared to the previous year.
| ROYALTIES | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Royalties | 17,026 | 8,145 | 109 |
| % of oil and gas sales | 13.7% | 10.9% | 26 |
| $per BOE | 7.42 | 3.81 | 95 |
Royalty expenses consist primarily of Crown royalties paid to the provincial governments as well as payments to overriding royalty owners. Crown royalties are calculated based on commodity prices and individual well production rates, and as such are impacted by commodity price fluctuations, changes in production volumes and royalty incentive programs. Total royalties increased by $8.9 million or 109% primarily due to the increase in gross revenue. In addition, royalties increased as a percentage of oil and gas sales revenue due to higher commodity prices in 2022.
| PROCESSING AND OTHER REVENUE | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Processing and other revenue | 3,326 | 3,552 | (6) |
| $per BOE | 1.45 | 1.66 | (13) |
Processing and other revenue relates to processing fees earned on third party volumes processed through ownership in the Simonette 13-11 Gas Plant. Processing and other revenue is relatively consistent year over year, with the decrease in average processing and other revenue per BOE driven by the increase in total production volumes for the Logan Assets.
| OPERATING EXPENSES | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Operating expenses | 32,608 | 23,859 | 37 |
| $per BOE | 14.21 | 11.16 | 27 |
Operating expenses increased by $8.7 million or 37% over the previous year primarily due to incremental costs related to maintenance, turnaround and workover expenses. Additionally, chemical and water disposal costs increased with higher production and well reactivations.
| TRANSPORATION EXPENSES | Year ended | December 31 | Percent |
|---|---|---|---|
| CA$ thousands, except as noted | 2022 | 2021 | Change |
| Transportation expenses | 7,583 | 5,944 | 28 |
| $per BOE | 3.30 | 2.78 | 19 |
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In late 2021, a change relating to the marketing of oil and condensate production resulted in the direct incurrence of transportation expenses that were previously presented as a deduction from oil and gas sales, driving the increase in transportation on a per BOE basis. Overall transportation expense increased further due to the increase in production year over year.
| OPERATING INCOME | 2022 | 2021 | Percent | Change | ||
|---|---|---|---|---|---|---|
| $000s | $/BOE | $000s | $/BOE | $ | $/BOE | |
| Oil and gas sales | 124,534 | 54.26 | 74,401 | 34.80 | 67 | 56 |
| Royalties | (17,026) | (7.42) | (8,145) | (3.81) | 109 | 95 |
| Processing and other revenue | 3,326 | 1.45 | 3,552 | 1.66 | (6) | (13) |
| Operating expenses | (32,608) | (14.21) | (23,859) | (11.16) | 37 | 27 |
| Transportation expenses | (7,583) | (3.30) | (5,944) | (2.78) | 28 | 19 |
| Operatingincome | 70,643 | 30.78 | 40,005 | 18.71 | 77 | 65 |
Operating income from 2021 to 2022 increased by 77% primarily due to a 56% increase in commodity prices together with the 7% increase in average production volumes. Higher royalties, operating and transportation expenses partially offset the impact of materially higher commodity prices.
The primary factor that causes significant variability of the Logan Assets operating income is commodity prices. The Logan Assets operating income will be dependent on the prices received for crude oil and natural gas. Commodity prices have fluctuated widely and are determined by economic and political factors. Supply and demand factors, including weather and general economic conditions as well as conditions in other oil and natural gas regions, impact prices. Any movement in commodity prices could have a material effect on operating income. As a result of changes in commodity prices, historical financial performance may not be indicative of future performance. See " Risk Factors – Risks Relating to Logan and the Logan Assets – Volatility of Oil and Gas Prices and Markets " in this Appendix "A".
DESCRIPTION OF SECURITIES
Logan is authorized to issue an unlimited number of Logan Shares, and an unlimited number of preferred shares in the capital of Logan, issuable in series. As of April 14, 2023, one (1) Logan Share, nil Logan Preferred Shares, nil Logan Options and nil Logan Share Awards were issued and outstanding. Following the completion of the Spin-Out but prior to the exercise of the Logan Transaction Warrants and the closing of the Logan Financing, there are anticipated to be an aggregate of approximately 173.1 million Logan Shares and 173.1 million Logan Transaction Warrants outstanding. Each Logan Transaction Warrant is exercisable for one Logan Share any time prior to the close of business on July 17, 2023. See " Consolidated Capitalization " in this Appendix "A".
Disclosure of Outstanding Security Data on a Fully Diluted Basis
Following the completion of the Spin-Out and the Logan Financing (assuming the Logan Financing is fullysubscribed and the Logan Transaction Warrants are fully exercised), the following Logan securities are expected to be issued and outstanding: 482.0 million Logan Shares and 64.3 million Logan Financing Warrants. In addition, Logan has reserved for issuance pursuant to grants under the Logan Option Plan and the Logan Share Award Incentive Plan such number of Logan Shares which is equal to 10% of the number of Logan Shares issued and outstanding at the time of such grant.
Overview of Logan Securities
The following is a summary of the material attributes and characteristics of the securities of Logan. The following description may not be complete and is subject to, and qualified in its entirety by reference to the terms and provisions of Logan's articles.
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Logan Shares
The holders of Logan Shares are entitled to receive notice of and attend all meetings of shareholders of Logan (except meetings at which only holders of a specified class or series of shares are entitled to vote) and are entitled to one vote per Logan Share. Subject to the prior rights of holders of Logan Preferred Shares, holders of Logan Shares are entitled to dividends, if, as and when declared by the Logan Board, and, in the event of the liquidation, dissolution or winding-up of Logan, or any other distribution of assets among its shareholders for the purpose of winding-up its affairs, to receive on a pro-rata basis all of the remaining property of Logan.
Logan Preferred Shares
The Logan Preferred Shares may be issued from time to time in one or more series, each series consisting of a number of Logan Preferred Shares as determined by the Logan Board, who may fix the designations, rights, privileges, restrictions and conditions attaching to the shares of each series of Logan Preferred Shares. The Logan Preferred Shares of each series shall, with respect to dividends, liquidation, dissolution or winding-up of Logan, whether voluntary or involuntary, or any other distribution of the assets of Logan among its shareholders for the purpose of winding up its affairs, shall be entitled to preference over the Logan Shares and the shares of any other class ranking junior to the Logan Preferred Shares. The Logan Preferred Shares of any series may also be given such other preferences and priorities over the Logan Shares and any other shares of Logan ranking junior to such series of Logan Preferred Shares.
Logan Transaction Warrants
Spartan will distribute the Logan Transaction Warrants issued to Spartan by Logan pursuant to the Logan Conveyance Agreement to eligible Spartan Shareholders pursuant to the Distribution. The Logan Transaction Warrants will be non-transferrable and will entitle the holder thereof to acquire one (1) Logan Share at an exercise price of $0.35 per Logan Share at any time on or before the close of business on July 17, 2023. The Logan Transaction Warrants will be issued pursuant to the terms of a warrant indenture (the " Logan Warrant Indenture ") between Logan and Odyssey, in its capacity as warrant agent.
Logan Financing Warrants
The Logan Financing Warrants will be issued to subscribers of Logan Units under the Logan Financing on a certificated basis. Logan Units will only be issued to the Logan Insider Shareholders. Each Logan Financing Warrant will entitle the holder to purchase one (1) Logan Share at a price of $0.35 per Logan Share for a period of five (5) years. The Logan Financing Warrants will vest and become exercisable as to one-third upon Market Price equaling or exceeding $0.70, an additional one-third upon the Market Price equaling or exceeding $0.7875 and a final one-third upon the Market Price equaling or exceeding $0.875. Completion of the Logan Financing is subject to certain approvals, including TSXV approval and disinterested approval of Spartan Shareholders. For more information, please see " The Transaction " in the Information Circular and " Logan Financing " and " Risk Factors " in this Appendix "A".
Logan Stock Options
Pursuant to the Logan Option Plan, the total number of Logan Shares reserved for issuance pursuant to the Logan Options granted and outstanding under the Logan Option Plan and other share compensation arrangements, including but not limited to the Logan Cash Award Incentive Plan, shall not exceed a number of Logan Shares equal to 10% of the number of issued and outstanding Logan Shares. As of the date of this Information Circular, no Logan Options have been granted .
Logan Share Awards
Pursuant to the Logan Share Award Incentive Plan, the total number of Logan Shares reserved for issuance pursuant to the Logan Awards granted and outstanding under the Logan Share Award Incentive Plan and
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other share compensation arrangements, including but not limited to the Logan Option Plan, shall not exceed a number of Logan Shares equal to 10% of the number of issued and outstanding Logan Shares. As of the date of this Information Circular, no Logan Share Awards have been granted.
Debt Securities
As of the date hereof, Logan has no debt securities issued and outstanding.
DESCRIPTION OF SECURITIES TO BE LISTED
The completion of the transfer of the Logan Assets to Logan is conditional upon the listing of the Logan Shares issuable pursuant to the Logan Conveyance Agreement and the Logan Financing. Logan has applied to list the Logan Shares on the TSXV under the symbol "LGN". While Logan anticipates meeting the TSXV's initial listing requirements of a Tier 1 Issuer and expects to be listed as such, listing of these securities will be subject to fulfilling all the minimum listing requirements of the TSXV. There are no assurances that the TSXV will list the Logan Shares. The Logan Warrants will not be listed on the TSXV. As at the date of the Information Circular, Logan does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.
The holders of Logan Shares are entitled to dividends if, as and when declared by the Logan Board, to vote at any meetings of the holders of Logan Shares and upon liquidation, dissolution or winding up of Logan, to receive the remaining property and assets of Logan. All of the Logan Shares outstanding are fully paid and non-assessable.
PRIOR SALES
The following table sets forth the Logan Shares issued by Logan since incorporation:
| Date March 23, 2023 |
Number of Logan Shares Issued One (1) |
Issue Price Per Share($) $1.00 |
Aggregate Issue Price($) $1.00 |
Nature of Consideration |
|---|---|---|---|---|
| Cash |
Note:
(1) The Logan Share outstanding as at the date hereof was issued to Spartan on March 23, 2023 in connection with the organization of Logan.
Please see " The Transaction " in the Information Circular and "Logan Financing" above for more information on the Spin-Out, the Distribution and the Logan Financing, and the securities issuable thereunder. The above table does not include the Logan Shares issuable in connection with the Spin-Out.
As of the date hereof, Logan has no securities posted or listed for trading on any Canadian or foreign market, however, Logan has applied to list the Logan Shares. For more information, see " Description of Securities to be Listed ".
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER
To the knowledge of Logan, as of the date of the Information Circular, no securities of any class of securities of Logan are held in escrow or subject to contractual restrictions on transfer. Logan expects none of the Logan Shares issued pursuant to the Distribution and the Logan Financing to be subject to escrow requirements.
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PRINCIPAL SECURITYHOLDERS
To the knowledge of Logan, as at the date hereof, no person or corporation owns or controls or directs, directly or indirectly, more than 10% of the issued and outstanding Logan Shares other than as set out below:
| Name and Municipality of Residence Spartan Delta Corp.(1) |
Ownership Registered and Beneficial |
Number and Percentage of Logan Shares held as of the date hereof(2) |
|---|---|---|
| 1 Logan Share (100%) |
Notes:
- (1) Other than as set forth under " Voting of Spartan Shares and Principal Holders Thereof " in the Information Circular, Spartan does not have any shareholders who hold more than 10% of its outstanding Spartan Shares.
(2) See " Escrowed Securities " for a discussion of shareholders who will control or direct, directly or indirectly, Logan Shares and Logan Transaction Warrants following the completion of the Distribution.
LISTING OF THE LOGAN SHARES AND SECURITIES LAW MATTERS
Logan has applied to list the Logan Shares (including all Logan Shares issuable upon exercise of Logan Transaction Warrants and the Logan Financing Warrants) on the TSXV as a "Tier 1 Oil and Gas Issuer". As of the date hereof, the TSXV has not conditionally approved the listing of the Logan Shares. There is no assurance that Logan will meet the listing requirements of the TSXV. It is a condition to the completion of the Distribution that the TSXV shall have conditionally approved the listing of the Logan Shares.
Upon completion of the Distribution, Logan will become a reporting issuer or the equivalent thereof in each of the provinces of Canada and will become subject to the informational reporting requirements under Applicable Canadian Securities Laws. Logan Shares and Logan Transaction Warrants to be delivered to eligible Spartan Shareholders pursuant to the Distribution will, except for trades by "control persons", generally not be subject to any resale or transfer restrictions in Canada.
SPONSORSHIP
Logan has applied for an exemption from sponsorship pursuant to Section 3.4 of Policy 2.2 of the TSXV in connection with its application to list the Logan Shares on the TSXV. There is no guarantee that such exemption will be granted by the TSXV. Should Logan not be exempted from sponsorship, Logan intends to apply to the TSXV for a sponsorship waiver.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides the name, municipality of residence, positions held with Logan, principal occupation during the preceding five years, and the pro forma holdings of Logan Shares following completion of the Distribution of each of the current and anticipated directors and executive officers of Logan. The below table does not include any Logan Shares issuable pursuant to the Logan Transaction Warrants, any Logan Shares issued under the Logan Financing, or any Logan Shares issuable pursuant to the Logan Financing Warrants.
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| Name and Residence | Position | Held Office Since |
Principal Occupation For the Past Five Years |
Pro Forma Holdings of Logan Shares(1) |
Pro Forma Holdings of Logan Shares Post Logan Financing(2) |
|---|---|---|---|---|---|
| Richard (Rick) McHardy Alberta, Canada |
President & Chief Executive Officer |
March 2023 | Executive Chairman and co-founder of Spartan since December 19, 2019. Prior thereto, President, Chief Executive Officer and a director of Spartan Energy from December 2013 to May 2018. |
15,502,956 (4.5%) |
24,074,384 (5.0%) |
| Brendan Paton Alberta, Canada |
Vice President, Engineering & Chief Operating Officer |
Proposed(3) | Vice President, Engineering, of Spartan since March 11, 2021. Prior thereto, Manager (Engineering) of Spartan from December 2019 to March 2021; President of Canoe Point Energy Ltd. from June 2018 to December 2019; and Production Engineer at Shell Canada Limited from July 2011 to June 2018. |
1,693,598 (0.5%) |
10,265,026 (2.1%) |
| Ashley Hohm Alberta, Canada |
Vice President, Finance & Chief Financial Officer |
Proposed(3) | Vice President, Finance and Controller of Spartan since March 11, 2021. Prior thereto, Controller of Spartan from December 2019 to March 2021 and Vice President, Finance of Kelt Exploration Ltd. from March 2016 to April 2018. |
1,346,820 (0.4%) |
8,489,677 (1.8%) |
| Craig Martin Alberta, Canada |
Vice President, Operations |
Proposed(3) | Vice President, Operations, of Spartan since December 19, 2019. Prior thereto, Professional Engineer with Vermilion Energy Inc. from May 2018 to October 2019. Prior thereto, Manager, Drilling and Completions, at Spartan Energy from February 2014 to May 2018. |
2,988,276 (0.9%) |
11,559,704 (2.4%) |
| Fotis Kalantzis Alberta, Canada |
Chairman and Director |
Proposed(3) | President, Chief Executive Officer and co- founder of Spartan since December 19, 2019. Prior thereto, senior officer and co-founder of: Spartan Energy Corp. from December 2013 to May 2018; Spartan Oil Corp. from June 2011 to January 2013; and Spartan Exploration Ltd. from January 2008 to June 2011. |
15,354,214 (4.4%) |
23,925,643 (5.0%) |
| Geri Greenall Alberta, Canada |
Director | Proposed(3) | Chief Financial Officer of Spartan since December 19, 2019. Independent director, Chair of the Reserves Evaluation Committee and a member of the Audit Committee of Kelt Exploration Ltd. since December 2017. Co- founder and Chief Financial Officer of Camber Capital Corp., a fund manager offering private client and institutional fund management services, from May 2011 to December 2019. |
3,262,948 (0.9%) |
6,120,090 (1.3%) |
| Reginald Greenslade Alberta, Canada |
Director | Proposed(3) | Independent businessman and Director of Cleantek Industries Inc. Director of Spartan Energy from December 2013 to May 2018. |
4,125,340 (1.2%) |
6,982,482 (1.4%) |
| Donald Archibald Alberta, Canada |
Director | Proposed(3) | Independent businessman; President of Cypress Energy Corp., a private investment company, since March 2008. Mr. Archibald also serves on the board and various committees of Palisade Capital, Panorama Mountain Resort, Petronas Energy Canada, UCEED Energy Fund and Willow Biosciences Inc. |
4,151,402 (1.2%) |
7,008,544 (1.5%) |
| Pat Ward Alberta, Canada |
Director | Proposed(3) | President, CEO and director of Aqua Solutions Inc., a private, green, mid-stream company, since August 2021. Previously, he was the founder, director, President and CEO of Painted Pony Energy Ltd. from May 2007 to October 2020, when it was acquired by |
5,000 (0.0%) |
1,438,572 (0.3%) |
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| Name and Residence | Position | Held Office Since |
Principal Occupation For the Past Five Years |
Pro Forma Holdings of Logan Shares(1) |
Pro Forma Holdings of Logan Shares Post Logan Financing(2) |
|---|---|---|---|---|---|
| Canadian Natural Resources Limited. | |||||
| Ron Hozjan Alberta, Canada |
Director | Proposed(3) | Vice President, Finance and Chief Financial Officer of Aureus Energy Services Inc. since January 2020. Prior thereto, Vice President, Finance and Chief Financial Officer of Tamarack Valley Energy Ltd. from June 2010 until January 2020. |
- | 1,000,000 (0.2%) |
Notes:
-
(1) Including Logan Shares issuable pursuant to the Distribution and assuming full exercise of Logan Transaction Warrants issuable pursuant to the Distribution (but prior to giving effect to the Logan Financing).
-
(2) Including Logan Shares issuable pursuant to the Distribution and the Logan Financing, and assuming full exercise of Logan Transaction Warrants issuable pursuant to the Distribution, and assuming the Logan Financing is completed for aggregate proceeds equal to $47.5 million. This does not include any Logan Shares issuable pursuant to the exercise of Logan Financing Warrants issued under the Logan Financing.
-
(3) The proposed director and/or officer of Logan has not yet been appointed to the position noted in the table, although it is anticipated that such director and/or officer will hold the position noted in the table on or prior to the completion of the Spin-Out.
Logan intends to establish an Audit Committee, a Corporate Governance and Compensation Committee and a Reserves and Environment Committee following completion of the Spin-Out. Members of these committees will be determined and appointed following completion of the Spin-Out in accordance with the requirements of the ABCA, Applicable Canadian Securities Laws and the rules and policies of the TSXV.
Each of the directors of Logan will hold office until the first annual meeting of the holders of Logan Shares or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with Logan's articles or by-laws.
As at the date hereof, the current directors and executive officers of Logan, as a group, do not beneficially own, directly or indirectly, or exercise control or direction over any Logan Shares. Following completion of the Spin-Out and the Distribution and assuming all outstanding Spartan Options are be exercised on a cashless basis and all outstanding Spartan RSAs restricted share awards are be settled by Spartan in cash, it is expected that the directors and executive officers of Logan listed above shall beneficially own or control or direct, directly or indirectly, approximately 48,435,554 Logan Shares, being approximately 14.0% of the issued and outstanding Logan Shares (calculated prior to the issuance of Logan Shares pursuant to the Logan Financing).
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the knowledge of management of Logan, except as disclose below:
-
(a) no director or executive officer is, or within the ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any other issuer that, while that person was acting in that capacity: (i) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation for a period of more than 30 consecutive days; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemptions under securities legislation that was issued after the director or officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
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(b) no director, executive officer or any shareholder holding a sufficient number of securities of Logan to affect materially the control of Logan, or a personal holding company of any such person: (i) is, or within the ten years prior to the date hereof has been, a director or
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executive officer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within the 10 years preceding the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or being subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the individual; and
- (c) no director, executive officer or any shareholder holding a sufficient number of securities of Logan to affect materially the control of Logan, within the last 10 years, has: (i) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with the Canadian securities regulatory authority; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
On November 5, 2020, the Alberta Securities Commission ("ASC"), as principal regulator, issued a cease trade order against Target Capital Inc. ("Target"), for failure to file the required period disclosure. Mr. Hozjan was appointed to the board of directors of Target on September 16, 2020 to restore public reporting. On April 18, 2022, Target filed the outstanding period disclosure and submitted an application to the ASC to revoke the cease trade order. As of the date hereof, the cease trade order remains in effect pending the completion of the ASC's review of the filings.
Conflicts of Interest
Circumstances may arise where directors or officers of Logan are directors or officers of companies, which are in competition to the interests of Logan. Pursuant to the ABCA, directors who have an interest in a proposed transaction upon which the Logan Board is voting are required to disclose their interests and refrain from voting on the transaction.
As at the date hereof, Logan is not aware of any existing or potential material conflicts of interest between Logan and a subsidiary of Logan and a director or officer of Logan or of a subsidiary of Logan. The ABCA provides that for contracts and transactions between "affiliates" (which Spartan and Logan are) directors need not refrain from voting in respect of such contracts.
STATEMENT OF EXECUTIVE COMPENSATION
Pursuant to NI 51-102, Logan is required to disclose certain information with respect to its compensation of executive officers and directors, as summarized below.
Year Ended December 31, 2022
During the financial year ended December 31, 2022, Logan had no executive officers and no salary or other form of compensation by Logan.
Expectations for the Year Ended December 31, 2023
Compensation Discussion and Analysis
Logan's success depends greatly on its ability to attract, retain and motivate superior performing employees at all levels, which can only occur if Logan has an appropriately structured and executed compensation program. The principal objectives of Logan's compensation program are to: (a) attract and retain qualified officers and employees; (b) align officer and employee interests with those of the shareholders; and (c)
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reward both demonstration of leadership and performance as measured against specific objectives.
Compensation Philosophy, Objectives and Governance
The Logan Board intends on adopting an executive compensation policy that is designed to attract and retain qualified and experienced executives who will contribute to the success of Logan. Compensation of the executive officers and directors of Logan will be monitored by the Corporate Governance and Compensation Committee, on behalf of the Logan Board. The members of the Corporate Governance and Compensation Committee of the Logan Board have not yet been determined.
Logan's compensation philosophy is aimed at attracting and retaining quality and experienced people which is critical to the success of Logan for the benefit of its shareholders. Executive compensation, including officer compensation, will be comprised of three elements: base salary, short-term incentive compensation (cash bonuses) and long-term incentive compensation (Logan Options and Logan Share Awards). The CEO and the Corporate Governance and Compensation Committee will review all three components in assessing the compensation of individual officers and of Logan as a whole. Salaries and bonuses are intended to provide current compensation and a short-term incentive for employees to meet Logan's goals, as well as to remain competitive with the industry that possesses a competitive hiring environment, particularly in relation to companies of Logan's size. Logan's compensation policies are designed to help Logan to attract and retain a team of motivated professionals and support staff working towards the common goal of enhancing shareholder value.
The CEO together with the Corporate Governance and Compensation and the Logan Board will also review compensation policies to ensure that they are competitive within the petroleum and natural gas industry and consistent with the performance of Logan. When determining executive compensation, including the assessment of the competitiveness of Logan's compensation practices, the Corporate Governance and Compensation Committee will review the compensation information available in the public domain from companies with similar production, operation size and scope as Logan. Some of the salary information available in the public domain with respect to these companies can be outdated and therefore Logan may also obtain industry reports providing salary levels. The industry reports provide general information about levels of compensation in the oil and gas industry or with respect to specific professions and not specific metrics about companies in Logan's peer group.
Base Salaries
The Logan Board recognizes that the size of Logan prohibits base salary compensation for officers from matching those of larger companies in the petroleum and natural gas industry. Logan does believe, however, that performance-based compensation plans are an important element in the compensation packages for Logan's officers, and that long-term equity interests, in the form of Logan Options and Logan Share Awards, compensate for lower base salaries. This compensation strategy is similar to the strategies of many other companies in Logan's peer group.
Base salaries for officers, including the CEO, will be established by the Corporate Governance and Compensation Committee at levels comparable to base salaries paid by Logan's industry peer group. In assessing comparability, Logan will rely on a review of base salary amounts as disclosed by industry peers in their public disclosure documents and may rely upon other remuneration data provided by an independent human resources consulting firm. Consideration will be given to the time period evaluated in industry surveys and public data and to the business climate applicable at the time with respect to industry demand for experienced personnel. Salaries of officers, including that of the CEO, will be reviewed annually.
Bonuses
Logan does not have a formal bonus plan at this time, but may award discretionary bonuses. The award of a bonus will be recommended, in all cases (excluding the CEO), by the CEO and, if approved by the Corporate Governance and Compensation Committee, then recommended to the Logan Board for final
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approval. The CEO's bonus will be established by the Corporate Governance and Compensation Committee in consultation with the Logan Board. Bonus awards will ultimately be at the discretion of the Logan Board upon recommendation of the Corporate Governance and Compensation Committee, based on corporate, departmental and individual performance. The discretionary bonus plan is structured to drive and reward current year results.
Long-Term Incentive Compensation
On April 14, 2023, the Logan Board adopted the Logan Option Plan and the Logan Share Award Incentive Plan. Both the Logan Option Plan and the Logan Share Award Incentive Plan are subject to approval by the Spartan Shareholders at the Meeting.
Options and Share Awards under the Logan Option Plan and the Logan Share Award Incentive Plan, respectively, will normally be awarded by the Logan Board upon the commencement of employment with Logan based on the level of responsibility within Logan. Additional grants may be made periodically to ensure that the number of Logan Options or Logan Share Awards granted to any particular individual is commensurate with the individual's level of ongoing responsibility within Logan. When determining the value of the grant of such compensation securities, a number of factors will be considered, including the number of outstanding securities held by such individual, the value of the securities held by such individual, and the total number of compensation securities available for grant.
For more details about Logan's securities compensation plans, please see " Logan Option Plan " and " Logan Share Award Incentive Plan " in this Appendix "A". Full copies of each of the Logan Option Plan and the Logan Share Award Incentive Plan, respectively, are appended to the Information Circular as Appendices "B" and "C", respectively. Logan does not currently provide its officers, including the CEO, with pension plan benefits or retiring allowances.
Risk Considerations
Commencing in 2024, the Corporate Governance and Compensation Committee intends to review from time to time and at least once annually, the risks, if any, associated with Logan's compensation policies and practices at such time. Implicit in the Corporate Governance and Compensation Committee's mandate is that Logan's policies and practices respecting compensation, including those applicable to Logan's executives, be designed in a manner which is in the best interests of Logan and its shareholders and risk implications is one of many considerations which are taken into account in such design.
It is anticipated that a portion (set at a level consistent with its industry peers) of Logan's executive compensation will consist of Logan Options and Logan Share Awards. Such compensation is both "long term" and "at risk" and, accordingly, is directly linked to the achievement of long term value creation. As the benefits of such compensation, if any, are not realized by the executive until a significant period of time has passed, the ability of executives to take inappropriate or excessive risks that are beneficial to them from the standpoint of their compensation at the expense of Logan and its shareholders is extremely limited.
The other two elements of compensation, salary and bonus, represent the remaining portion of an executive's total compensation. While neither salary nor bonus are "long term" or "at risk", as noted above, these components of compensation represent a relatively small part of total compensation and as a result it is unlikely that an executive would take inappropriate or excessive risks at the expense of Logan and its shareholders that would be beneficial to them from the standpoint of their short term compensation when their long term compensation might be put at risk from their actions.
In addition, the Logan Board intends on adopting an anti-hedging policy, which will be applicable to all directors, officers and employees of Logan, forbidding, among other things, such persons from purchasing any derivative contract designed to hedge or offset a decrease in the market value of Logan's securities which further restricts an executive's ability to take any action beneficial to them from a standpoint of their compensation of the expenses or contrary to the interests of Logan.
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The Logan Board anticipates minimal risks arising from Logan's executive compensation policies and practices which are reasonably likely to have a material adverse effect on Logan. For subsequent years, the Corporate Governance and Compensation Committee will continue to review the risks associated with Logan's compensation practices.
Summary Compensation Table
As of the date hereof, the exact compensation allocated to the NEOS has not been determined, as such compensation will vary on a monthly basis depending on certain factors such as the performance of the Logan Assets and other factors as discussed under " Compensation Discussion and Analysis ". However, management of Logan expects to allocate compensation to its Named Executive Officers (as such term is defined in NI 51-102) in a manner consistent with that of Spartan. For a detailed discussion of the compensation principles of Spartan, see " Compensation Discussion and Analysis " as contained in the Information Circular.
Outstanding Share-Based and Option-Based Awards
As of the date hereof, Logan does not have any share-based awards or option-based awards outstanding.
Employment, Consulting and Management Agreements
As at the date hereof, Logan does not have any employment agreements with any of its officers. Pursuant to option agreements to be entered into in respect of any outstanding options or share awards, in certain circumstances as outlined in the Logan Option Plan and Logan Share Award Incentive Plan, respectively, the vesting of options or share awards granted thereunder are accelerated.
LOGAN OPTION PLAN
The Logan Option Plan was adopted by the Logan Board on April 14, 2023 to attract and retain directors, officers, employees, consultants and other service providers of Logan or its subsidiaries through the issuance of Logan Options. The purpose of the Logan Option Plan is to incentivize such individuals to achieve the longer-term objectives of Logan; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of Logan. No Logan Options have been granted under the Logan Option Plan as of the date hereof and none will be granted until after the listing of the Logan Shares on the TSXV. Spartan Shareholders will be asked at the Meeting to vote on a resolution to approve the Logan Option Plan for the ensuing year. The full text of the Logan Option Plan is appended to the Information Circular as Appendix "B", however a summary of the Logan Option Plan is provided below.
Eligibility and Participation
Directors, officers, bona fide employees of Logan or its subsidiaries, or officers or employees of a person or company engaged by Logan to provide services for an initial, renewable or extendible period of twelve months or more to the company or its subsidiaries shall be eligible for selection to participate in the Logan Option Plan (such persons hereinafter collectively referred to as " Participants "). Subject to compliance with applicable requirements of the TSXV, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Logan Option Plan in the same manner as if the options were held by the Participant.
The Logan Board, or a delegated committee of the Logan Board, as applicable, shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Logan Shares to be subject to each option.
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Limitations & Amendments
The Logan Option Plan is administered by the Logan Board, or if appointed, by a special committee of directors appointed from time to time by the Board. The aggregate number of Logan Shares which may be reserved for issuance under the Logan Option Plan and all other security-based compensation arrangements of the company, including the Logan Share Award Incentive Plan, shall not exceed 10% of the company's issued and outstanding Logan Shares, subject to the following limitations:
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(a) the maximum number of Logan Shares issuable to insiders (as defined in the policies of the TSXV) of the company at any time under all security-based compensation arrangements, including the Logan Option Plan and the Logan Share Award Incentive Plan, shall not exceed 10% of the outstanding Logan Shares at any time (calculated on a non-diluted basis);
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(b) the maximum number of Logan Shares that may be issued to insiders of the company within any twelve-month year period under all security-based compensation arrangements, including the Logan Option Plan and the Logan Share Award Incentive Plan, shall not exceed 10% of the outstanding Logan Shares, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued;
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(c) the number of Logan Shares issuable to any one Participant within any twelve-month period under all security-based compensation arrangements including, without limitation, the Logan Option Plan, shall not exceed 5% of the issued and outstanding securities of the company, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued;
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(d) the number of Logan Shares issuable to any one consultant of the company within any twelve-month period under all security-based compensation arrangements including, without limitation, the Logan Option Plan, shall not exceed 2% of the issued and outstanding securities of the company, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued;
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(e) the number of Logan Shares issuable to any one participant conducting Investor Relations Activities (as such term is defined in the policies of the TSXV) within any twelve month period under all security-based compensation arrangements including, without limitation, the Logan Option Plan and the Logan Share Award Incentive Plan, shall not exceed 2% of the outstanding securities, calculated on a non-diluted basis as at the date such securitybased compensation is granted or issued; and
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(f) the aggregate: (A) number of Logan Shares that may be reserved for issuance pursuant to the exercise of Logan Options granted to non-executive directors pursuant to the Logan Option Plan shall not exceed 1.0% of the Logan Shares outstanding from time to time; and (B) value of Logan Options granted to any one non-employee director in any calendar year under the Logan Option Plan and under any other security-based compensation arrangements shall not exceed $150,000. Options grants pursuant to the Logan Option Plan, or securities issued under any other security-based compensation arrangements, prior to the Participant becoming an Insider shall be included for the purposes of this section.
In addition to TSXV and shareholder approval, Logan will need to obtain disinterested shareholder approval for any grants or issuances that could result in the scenarios described in paragraphs (a), (b), and (c) above.
The number of Logan Shares subject to a Logan Option granted to a Participant shall be determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, but no Participant shall be granted a Logan Option which exceeds the maximum number of Logan Shares permitted by any stock
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exchange on which the Logan Shares are then listed, or other regulatory body having jurisdiction. The exercise price of the Logan Shares covered by each Logan Option shall be determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, provided however, that the exercise price shall not be less than the price permitted by any stock exchange on which the Logan Shares are then listed, or other regulatory body having jurisdiction. Approval of the TSXV and disinterested shareholders of Logan will be required for the following amendments to the Logan Option Plan or any Options issued thereunder: (a) any decrease in the exercise price of an Option if the Participant is an Insider of the company at the time of the proposed amendment; and (b) any extension to the term of an Option if the Participant is an Insider of the company at the time of the proposed amendment.
The Logan Board has the absolute discretion to amend or terminate the Logan Option Plan. The only amendments to the Logan Option Plan that would be subject to shareholder approval are amendments that would:
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(a) any increase in the number of Logan Shares reserved for issuance under the Logan Option Plan;
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(b) any amendment to increase or remove the insider participation limits described above;
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(c) the provision of financial assistance to a Participant in connection with the exercise of Logan Options;
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(d) any reduction in the exercise price of a Logan Option, cancellation and reissue of Logan Options or substitution of Logan Options with cash or other awards on terms that are more favourable to the Participants;
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(e) any extension of the expiry of a Logan Option, except as otherwise provided in the Logan Option Plan;
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(f) an amendment that would permit Logan Options to be transferable or assignable other than for normal estate settlement purposes;
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(g) any amendment that would materially modify the eligibility requirements for participation in the Logan Option Plan;
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(h) amendments to the limitations with respect to Logan Options that may be granted to nonemployee directors; and
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(i) amendments to certain amending provisions requiring shareholder approval, as further described in the Logan Option Plan.
Exercise Price
The exercise price of the Logan Shares subject to each option shall be determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, when such Logan Option is granted, provided that such price shall not be less than the Discounted Market Price (as such term is defined in the policies of the TSXV).
Duration of Option
Each Logan Option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination by ceasing to be a director, officer, consultant or employee or by death of the Participant, provided that in no circumstances shall the duration of an option exceed the five (5) years from the date of the grant of the Logan Option.
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The Logan Option Plan does not confer upon a Participant any right with respect to continuation of employment by Logan, nor does it interfere in any way with the right of the company to terminate the Participant's employment at any time. Logan Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the company. A Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to any Logan Option which would have vested or been granted after the Termination Date (as such term is defined in the Logan Option Plan), or which could have been exercised after the Termination Date, including but not limited to damages in lieu of notice at common law.
Should the expiry date of a Logan Option fall within a Black Out Period or within 10 business days following the expiration of a Black Out Period, such expiry date of the Logan Option shall be automatically extended without any further act or formality to that date which is the 10th business day after the end of the Black Out Period, such 10th business day to be considered the expiry date for such Logan Option for all purposes under the Logan Option Plan. The ten-business day period referred to in this paragraph may not be extended by the Board. " Black Out Period " for the purposes of the Logan Option Plan means the period of time when, pursuant to any policies of the company, any securities of Logan may not be traded by certain persons as designated by the company, including any holder of a Logan Option.
Vesting Period
The vesting period or periods within this period during which a Logan Option or a portion thereof may be exercised by a Participant shall be determined by the Logan Board, or a delegated committee of the Logan Board, as applicable. In the absence of any determination by the Logan Board, or a delegated committee of the Logan Board, as applicable, as to vesting, vesting shall be as to one-third on each of the first, second and third anniversaries of the date of grant. However, grants to Participants performing Investor Relations Activities (as such term is defined in the policies of the TSXV) shall vest as to one-quarter on the date which is three months from the grant date, one-quarter on the date which is six months from the grant date, onequarter on the date which is nine months from the grant date, and the final one-quarter on the date which is twelve months from the grant date. Further, the Logan Board may, in its sole discretion, subject to TSXV approval in the case of Options granted to Participants performing Investor Relations Activities, at any time or in the Logan Option agreement in respect of any Logan Options granted, accelerate or provide for the acceleration of, vesting of Logan Options previously granted. In the case of options granted on February 29[th] of any year, the "anniversary date" shall be deemed to be February 28th of each of the subsequent years.
Change of Control
In the event a Change of Control (as defined below) occurs, all Logan Options which have not otherwise vested in accordance with their terms shall immediately vest and be exercisable, notwithstanding the other terms of the Logan Options or the Logan Option Plan for a period of time ending on the earlier of the expiry time of the Logan Option and the 30th day following the effective date of the Change of Control.
For the purposes of the Logan Option Plan, a " Change of Control " means any of the following:
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(a) the purchase or acquisition of any voting securities or convertible securities by a holder which results in such holder beneficially owning, or exercising control or direction over, voting shares or convertible securities such that, assuming only the conversion of convertible securities beneficially owned or over which control or direction is exercised by the holder, the holder would beneficially own, or exercise control or direction over, voting shares carrying the right to cast more than 50% of the votes attaching to all Logan Shares, but excluding any issue or sale of Logan Shares of the company to an investment dealer or group of investment dealers as underwriters or agents for distribution to the public either by way of prospectus or private placement; or
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(b) Logan completes an amalgamation, arrangement, merger or other consolidation or combination of the company with another corporation which requires approval of the
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shareholders of Logan pursuant to its statute of incorporation and pursuant to which the shareholders of Logan immediately thereafter do not own shares of the successor or continuing corporation, which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation, which may be cast to elect directors of that corporation; or
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(c) the election at a meeting of Logan's shareholders of that number of persons which would represent a majority of the Logan Board, as directors of Logan who are not included in the slate for election as directors proposed to the company's shareholders by Logan; or
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(d) the liquidation, dissolution or winding-up of Logan; or
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(e) the sale, lease or other disposition of all or substantially all of the assets of Logan; or
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(f) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (a), (b), (c), (d) and (e) referred to above; or
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(g) a determination by the Logan Board that there has been a change, whether by way of a change in the holding of the voting shares of the company, in the ownership of the company's assets or by any other means, as a result of which any person or group of persons acting jointly or in concert is in a position to exercise effective control of Logan.
If approved by the Logan Board, or a delegated committee of the Logan Board, as applicable, Logan Options may provide that, whenever the company's shareholders receive a Take-over Proposal (as defined below), such Logan Option may be exercised as to all or any of the Logan Shares in respect of which such Logan Option has not previously been exercised (including in respect of Logan Options not otherwise vested at such time) by the Participant (the " Take-over Acceleration Right "), but any such Logan Option not otherwise vested and deemed only to have vested in accordance with the foregoing may only be exercised for the purposes of tendering to such Take-Over Proposal. If for any reason any such Logan Shares are not so tendered or, if tendered, are not, for any reason taken up and paid for by the offeree pursuant to the Take-Over Proposal, any such Logan Shares so purchased by the Participant shall be and shall be deemed to be cancelled and returned to the treasury of Logan, and shall be added back to the number of Logan Shares, if any, remaining unexercised under the Logan Option (and shall thus be available for exercise of the Logan Option in accordance with the terms thereof) and upon presentation to Logan of share certificates or statements representing such Logan Shares properly endorsed for transfer back to the company, Logan shall refund to the Participant all consideration paid by him or her in the initial purchase thereof. The Take-over Acceleration Right shall commence at such time as is determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, provided that, if the Logan Board approves the Take-over Acceleration Right but does not determine commencement and termination dates regarding same, the Take-over Acceleration Right shall commence on the date of the Take-over Proposal and end on the earlier of the expiry time of the Logan Option and the tenth day following the expiry date of the Take-over Proposal. Notwithstanding the foregoing, the Take-over Acceleration Right may be extended for such longer period as the Logan Board may resolve.
For the purposes of the Logan Option Plan, " Take-over Proposal " means: (A) any proposal or offer by a third person, whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of or control or direction over more than 50% of the company's outstanding voting shares whether by way of arrangement, amalgamation, merger, consolidation or other business combination, including any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire in any manner, directly or indirectly, more than 50% of its outstanding voting shares; or (B) any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other business combination involving Logan.
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Outstanding Options
As at the date hereof, no Logan Shares were reserved for issuance pursuant to the Logan Option Plan.
LOGAN SHARE AWARD INCENTIVE PLAN
The Logan Share Award Incentive Plan was adopted by the Logan Board on April 14, 2023 to authorize the Logan Board to issue Logan Share Awards to directors, officer, employees, consultants and certain other service providers of Logan and, if applicable, its subsidiaries. No Logan Share Awards have been granted under the Logan Share Award Incentive Plan as of the date hereof and none will be granted until after the listing of the Logan Shares on the TSXV. Spartan Shareholders will be asked at the Meeting to vote on a resolution to approve the Logan Share Award Incentive Plan for the ensuing year. The full text of the Logan Share Award Incentive Plan is appended to the Information Circular as Appendix "C", however a summary of the Logan Share Award Incentive Plan is provided below.
Share Awards and Eligibility
Performance share awards (" Logan PSAs ") may be awarded to persons who are directors, officers, employees or consultants of the Logan or a subsidiary of the Logan (" Eligible Persons ") as the Logan Board or a committee of the Logan Board determines. Notwithstanding the foregoing, non-employee directors are not eligible to be awarded Logan PSAs. Logan PSAs are a unit equivalent to the value of a Logan Share, credited by means of a bookkeeping entry on the books of Logan in accordance with the Logan Share Award Incentive Plan, based on the achievement of performance criteria set out in an applicable award notice.
Restricted share awards (" Logan RSAs ") may be awarded to Eligible Persons as the Logan Board or a delegated committee of the Logan Board determines. Logan RSAs are a unit equivalent to the value of a Logan Share, credited by means of a bookkeeping entry on the books of Logan in accordance with the Logan Share Award Incentive Plan.
The number of Logan Share Awards (including fractional Logan Share Awards) to be credited as of the date on which Logan Share Awards are awarded to a Participant (the " Award Date ") shall be determined by the Logan Board, or a delegated committee of the Logan Board, in its sole discretion. Upon receipt of acknowledgment in the manner specified under the Logan Share Award Incentive Plan, Logan Share Awards shall be credited to an account maintained for each Participant on the books of Logan, effective as of the Award Date for that grant.
Vesting
Each Logan Share Award will vest on such terms as shall be specified by the Logan Board, or a delegated committee of the Logan Board, at the time of granting Logan Share Awards as reflected in a notice substantially in the form of the schedules appended to the Logan Share Award Incentive Plan, and in the case of the Logan PSAs, containing such other terms and conditions relating to an award of Logan PSAs as the Logan Board may prescribe (" Award Notice "), except as otherwise provided in the Logan Share Award Incentive Plan. Unless otherwise stipulated by the Logan Board at the time of grant and subject to earlier vesting in accordance with the terms of the Logan Share Award Incentive Plan:
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(a) Logan RSAs granted under the Logan Share Award Incentive Plan shall vest as to 33 1/3% on each of the first, second and third anniversaries of the Award Date; and
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(b) Logan PSAs granted under the Logan Share Award Incentive Plan shall vest on the third anniversary of the Award Date.
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Except as permitted in the case of death or a Change of Control (as such term is defined below), no Logan Share Awards issued pursuant to the Logan Share Award Incentive Plan may vest before the date that is one year following the date of grant or issuance of same.
Performance Vesting
Prior to the Distribution Date (as defined below) in respect of any Logan PSA, the Logan Board, or a delegated committee of the Logan Board, shall assess the performance of Logan for the applicable period. The performance measures to be taken into consideration in granting Logan PSAs and determining the adjustment factor in respect of any Logan PSA shall be established by the Logan Board in its discretion at the time of the grant of the Logan PSA, and may include, without limitation, the total shareholder return of the Logan Shares compared to an index, subindex or identified group of peers and Logan's performance compared to identified operational or financial targets (the " Performance Measures "). The applicable adjustment factor may be between a minimum of zero and such maximum as determined by the Logan Board, or a delegated committee of the Logan Board, (provided such maximum shall not exceed 2.0) (the " Adjustment Factor "). The weighting of the individual measures comprising the Performance Measures shall be determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, in its sole discretion having regard to the principal purposes of the Logan Share Award Incentive Plan and, upon the assessment of all Performance Measures, the Logan Board, or a delegated committee of the Logan Board, shall determine the Adjustment Factor for the applicable period in its sole discretion.
The number of Logan PSAs which vest on a vesting date specified in an Award Notice is the number of Logan PSAs scheduled to vest on such date multiplied by the Adjustment Factor.
Settlement
Unless otherwise determined by the Logan Board, or a delegated committee of the Logan Board, as applicable, in its sole discretion, the date of settlement of any Logan Share Award (a " Distribution Date ") shall be the applicable vesting date for such Logan Share Award pursuant to the Logan Share Award Incentive Plan, provided that, for greater certainty, the Logan Board may in its sole discretion impose additional or different conditions to the termination of the Distribution Date of any Logan Share Award.
On the Distribution Date, the Logan Board, or a delegated committee of the Logan Board, as applicable, in its sole discretion, shall have the option of settling the Logan Shares issuable in respect of Logan Share Awards by any or all of the following methods: (a) settlement in Logan Shares acquired by Logan on the TSXV; (b) the issuance of Logan Shares from the treasury of the company; or (c) for any participant who is not a U.S. taxpayer, payment by Logan of a cash amount per Logan Share Award equal to the Settlement Market Value (as defined below) of the Payment Shares (as defined below) on the Distribution Date, net of applicable withholding tax. The Settlement Market Value per share is the VWAP of the Logan Shares listed on the TSXV, calculated by dividing the total value of the total volume of Logan Shares traded for the relevant period, for the five (5) trading days immediately preceding the Distribution Date.
No Distribution Date in respect of any Logan Share Award may occur after the earlier of: (i) the 30th day after the participant ceases to be eligible to participate under the Logan Share Award Incentive Plan; or (ii) the fifth anniversary of the Logan Award Date (the earlier of the two being the " Final Date "). With respect to any Logan Share Awards awarded to a participant who is a U.S. taxpayer, the Distribution Date shall be the applicable vesting date established pursuant to the Logan Share Award Incentive Plan.
Subject to any election by the Logan Board, or a delegated committee of the Logan Board, as applicable, to settle a Logan Share Award in cash, as soon as practicable after each Distribution Date or on the Final Date (if the Distribution Date is the Final Date), Logan shall issue to the participant or to the participant's estate, a number of Logan Shares equal to the number of Logan Share Awards in the participant's account that became payable on the Distribution Date (the " Payment Shares "). As of the Distribution Date, the Logan Share Awards in respect of which such Logan Shares are issued or cash is paid shall be cancelled and no further payments shall be made to the participant under the Logan Share Award Incentive Plan in relation to such Logan Share Awards.
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Change of Control
In the event a Change of Control (as defined below) occurs, all Logan Share Awards which have not otherwise vested in accordance with their terms shall immediately vest and the Performance Measures shall take into account, in determination of any Adjustment Factor in respect of any Logan PSAs, the period up to and including the Change of Control. Logan Shares issuable in respect of Logan Share Awards shall be, and shall be deemed to be, issued to Participants effective immediately prior to the completion of the transaction which would result in the Change of Control unless issued prior thereto in accordance with the Logan Share Award Incentive Plan.
For the purposes of the Logan Share Award Incentive Plan, a " Change of Control " means any of the following:
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(a) the acceptance by the holders of Logan Shares, representing in aggregate, more than 50% of all issued Logan Shares of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Logan Shares;
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(b) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Logan Shares acquired) directly or indirectly, of beneficial ownership of such number of Shares or rights to Logan Shares, if any, representing (assuming the full exercise of such rights to Logan Shares) more than 50% of the combined voting rights of the company's then outstanding Logan Shares;
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(c) the entering into of any agreement by Logan to merge, consolidate, amalgamate, initiate an arrangement or be absorbed by or into another corporation; provided that no change of control shall be deemed to have occurred if (A) the transaction contemplated by such agreement referred to herein is not completed; or (B) upon completion of any such transaction individuals who were members of the Logan Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;
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(d) the passing of a resolution by the Logan Board or shareholders of Logan to substantially liquidate the assets or wind up the company's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation winding up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of Logan in circumstances where the business of the company is continued and where the shareholdings remain substantially the same following the re-arrangement);
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(e) individuals who were members of the Logan Board immediately prior to a meeting of shareholders of Logan involving a contest for or an item of business relating to the election of directors, do not constitute a majority of the Logan Board following such contest or election;
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(f) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in the subparagraphs referred to above; or
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(g) a determination by the Logan Board, acting in good faith, that a change of control has occurred for the purpose of this clause.
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Total Shares Subject to Share Awards
Unless otherwise approved by the TSXV (or such other exchange on which the Logan Shares may be listed from time to time) and the Shareholders:
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(a) the securities that may be issued to participants shall consist of those authorized but unissued Logan Shares which the Logan Board, or a delegated committee of the Logan Board, as applicable, has, in its discretion, reserved for issuance under the Logan Share Award Incentive Plan from time to time;
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(b) subject to certain adjustment provisions described in the Logan Share Award Incentive Plan, the aggregate number of Logan Shares that may be issuable pursuant to the Logan Share Award Incentive Plan and all other security-based compensation arrangements, including the Logan Option Plan, shall not exceed 10% of the issued and outstanding Logan Shares at the time of the grant calculated on a non-diluted basis;
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(c) the Logan Board shall not grant Logan Share Awards under the Logan Share Award Incentive Plan if the number of Logan Shares issuable pursuant to outstanding Logan Share Awards, when combined with the number of Logan Shares issuable pursuant to outstanding Logan Options and outstanding securities under any other security-based compensation arrangements of the company, including the Logan Option Plan, would exceed 10% of the issued and outstanding Logan Shares at the time of the grant;
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(d) the number of securities issuable to insiders of the company (as a group), at any time, under all security-based compensation arrangements including, without limitation, the Logan Share Award Incentive Plan and the Logan Option Plan, shall not exceed 10% of the issued and outstanding securities of the company at the time of grant calculated on a non-diluted basis;
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(e) the number of securities issued to insiders of the company (as a group), within twelvemonth period, under all security-based compensation arrangements including, without limitation, the Logan Share Award Incentive Plan and the Logan Option Plan, shall not exceed 10% of the issued and outstanding securities of the company at the time of grant calculated on a non-diluted basis;
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(f) the number of Logan Shares issuable to any one participant within any twelve-month period under all security-based compensation arrangements including, without limitation, the Logan Share Award Incentive Plan and the Logan Option Plan, shall not exceed 5% of the issued and outstanding securities of the company at the time of grant calculated on a nondiluted basis;
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(g) the number of Logan Shares issuable to any one consultant of the company within any twelve-month period, under all security-based compensation arrangements including, without limitation, the Logan Share Award Incentive Plan and the Logan Option Plan, shall not exceed in aggregate 2% of the issue and outstanding securities of the company calculated on a non-diluted basis;
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(h) no securities shall be issued to any participants who are employees engaged in investor relation activities (as such term is defined in the policies of the TSXV);
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(i) the aggregate: (i) number of Logan Shares that may be reserved for issuance pursuant to the exercise of Logan RSAs granted to non-employee directors pursuant to the Logan Share Award Incentive Plan shall not exceed 1.0% of the Logan Shares outstanding from time to time; and (ii) value of Logan RSAs granted to any one non-employee director in any calendar year under the Logan Share Award Incentive Plan and under any other securitybased compensation arrangements shall not exceed $150,000;
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(j) to the extent Logan Share Awards are exercised or to the extent any Logan Share Awards are terminated for any reason or are cancelled, the Logan Shares subject to such Logan Share Awards shall be added back to the number of Logan Shares reserved for issuance under the Logan Share Award Incentive Plan and such Logan Shares will again become available for Logan Share Award grants under the Logan Share Award Incentive Plan; and
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(k) if the acquisition of Logan Shares by the company for cancellation should result in any of the above tests no longer being met, this shall not constitute non-compliance with the Logan Share Award Incentive Plan for any awards outstanding prior to such purchase of Logan Shares for cancellation.
In addition to TSXV and shareholder approval, Logan will need to obtain disinterested shareholder approval for any grants or issuances that could result in the scenarios described in paragraphs (b), (d), (e) and (f) above.
For purposes of the calculations above, the Logan Share Award Incentive Plan provides that it shall be assumed that all issued and outstanding Logan Share Awards will be settled by the issuance of Logan Shares from treasury, notwithstanding the company's right to settle Logan Share Awards in cash or by purchasing Logan Shares on the open market.
Duration of Share Awards
Each Logan Share Award and all rights thereunder shall be expressed to expire on the date set out in the Award Notice and shall be subject to earlier termination by ceasing to be a director, officer, consultant or employee or by death or disability of the Participant.
Subject to the rules and regulations of the TSXV, and notwithstanding any other provisions of the Logan Share Award Incentive Plan, if the Distribution Date of any Logan Share Award occurs during or within 10 business days following the end of a Black-Out Period (as defined below), the Distribution Date of such Logan Share Award shall be extended for a period of 10 business days following the end of the Black-Out Period (or such longer period as permitted by the TSXV or any other exchange on which the Logan Shares are listed and approved by the Board). " Black-Out Period " for the purposes of the Logan Share Award Incentive Plan means the period of time when, pursuant to any policies of the company, any securities of Logan may not be traded by certain persons as designated by the company, including any holder of a Logan Share Award.
Amendments Subject to Shareholder Approval
Subject to the applicable rules of the TSXV, the Logan Board has the absolute discretion to amend or terminate the Logan Share Award Incentive Plan. The only amendments to the Logan Share Award Incentive Plan that would be subject to shareholder approval are amendments that would:
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(a) increase the number of securities issuable under the Logan Share Award Incentive Plan otherwise than in accordance with the terms of the Logan Share Award Incentive Plan;
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(b) increase the number of securities issuable to an insider of the company, as such term is defined in the policies of the TSXV, otherwise than in accordance with the terms of the Logan Share Award Incentive Plan;
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(c) extend the Distribution Date of any Logan Share Awards held by insiders of the company, as such term is defined in the policies of the TSXV, beyond the original Final Date of the Share Awards;
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(d) reduce the award market value of any Logan Share Awards held by insiders of the company, as such term is defined in the policies of the TSXV, otherwise than in accordance with the terms of the Logan Share Award Incentive Plan;
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(e) add any form of financial assistance to a participant in the Logan Share Award Incentive Plan;
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(f) permit a participant to transfer any Logan Share Awards to a new beneficial holder other than for estate settlement purposes;
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(g) increase the maximum number of Logan RSAs that may be granted to non-employee directors; and
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(h) amend the amendment provisions of the Logan Share Award Incentive Plan.
Outstanding Share Awards
As at the date hereof, no Logan Shares were reserved for issuance pursuant to the Logan Share Award Incentive Plan.
INDEBTEDNESS OF DIRECTORS AND OFFICERS
At no time since the incorporation of Logan has there been any indebtedness of any director or officer of Logan, any proposed directors of Logan, or any associate or affiliate of any such director or officer, to Logan or to any other entity which is, or at any time since the beginning of the most recently completed financial period has been, the subject of a guarantee, support agreement, letter of agreement or other similar arrangement or understanding provided by Logan.
CORPORATE GOVERNANCE DISCLOSURE
Following the completion of the Spin-Out, it is expected that Logan will establish an Audit Committee, a Corporate Governance and Compensation Committee and a Reserves and Environment Committee. It is expected that all of the committees of the Logan Board will operate under written mandates to be established following completion of the Distribution.
The following sets out information in respect of Logan's proposed corporate governance practices in accordance with NI 58-101.
Logan Board of Directors
Upon completion of the Spin-Out the Logan Board is expected to be comprised of 7 directors, of which 4 are independent within the meaning of "independence" in section 1.4 of NI 52-110. Accordingly, a majority of the Logan Board of Directors is independent. All of the directors of Logan are independent except for Messrs. McHardy and Kalantzis and Ms. Greenall. Mr. McHardy is not considered independent by virtue of being the President and Chief Executive Officer of Logan. Mr. Kalantzis and Ms. Greenall are not considered independent by virtue of being executive officers of Spartan.
In order to facilitate the exercise of independent judgment, it is expected that members of the Logan Board will recuse themselves from the discussion of and voting on any matters of Logan which may be perceived to place them in a conflict of interest. In addition, it is anticipated that the independent directors of Logan will hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance, typically in conjunction with each regularly scheduled meeting of the Logan Board. Further, the Logan Board is expected to facilitate its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, it is expected
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that the Logan Board will examine the effectiveness of Logan's internal control processes and information systems.
Directorships
Several of Logan's directors serve as directors of other reporting issuers as indicated in the table below.
| Name of Director Richard (Rick) McHardy Fotis Kalantzis Reginald Greenslade Geri Greenall Donald Archibald Pat Ward Ron Hozjan |
Name of Reporting Issuer |
|---|---|
| Spartan Delta Corp. Cleantek Industries Inc. Spartan Delta Corp. Willow Biosciences Inc. Spartan Delta Corp. Cleantek Industries Inc. Kelt Exploration Ltd. Spartan Delta Corp. Willow Biosciences Inc. Pulse Seismic Inc.* Nova Cannabis Inc. Carbeeza Inc. Tenth Avenue Petroleum Corp. Target Capital Inc. |
*Anticipated to be appointed on May 2, 2023
Board Mandate
The Logan Board of Directors has not yet implemented a board mandate. It is expected that the Logan Board will implement a mandate following completion of the Spin-Out.
Position Descriptions
As the committees of the Logan Board have not been constituted as of the date of the Information Circular, the Logan Board has not developed written position descriptions for the chair of each committee. Further, the Logan Board and the President and Chief Executive Officer have not developed a written position description for the Chief Executive Officer as Logan was only recently incorporated. It is expected that the foregoing position descriptions will be developed following completion of the Spin-Out.
Orientation and Continuing Education
Logan has not yet developed a formal orientation and continuing education program for new directors as Logan was only recently incorporated. It is anticipated that Logan will develop an orientation program for new directors to be set forth in a director's manual (the " Director's Manual "). The Director's Manual is expected to contain, among other things, information regarding the roles and responsibilities of the Logan Board and each committee of the Logan Board, any governance policies and charters adopted by the Logan Board of Directors and financial and operational information regarding Logan.
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Ethical Business Conduct
It is anticipated that the Logan Board will adopt a Code of Business Conducts and Ethics and a Whistleblower Policy following completion of the Spin-Out.
Nomination of Directors
The members of the Corporate Governance and Compensation Committee of the Logan have not yet been determined. It is expected that the Corporate Governance and Compensation Committee will be responsible for identifying qualified new candidates to join the Logan Board and for making recommendations for nominees for election as directors. The Corporate Governance and Compensation Committee will be expected to objectively consider the independence of candidates, their financial acumen and other skills and the time which candidates have available to devote to the duties of the Logan Board in making their recommendations for nomination to the Logan Board. The Corporate Governance and Compensation Committee will review the composition and size of the Logan Board and tenure of directors in advance of annual meetings when directors are most commonly elected, as well as when individual directors indicate that their terms may end or that their status may change.
Compensation
The Corporate Governance and Compensation Committee will also be responsible for annually determining the compensation to be received by Logan's directors and executive officers. Compensation is expected to be based on the underlying philosophy that such compensation should be competitive with other corporations of similar size and should be reflective of the experience, performance and contributions of the individuals involved and the overall performance of Logan. With respect to directors' compensation, the Corporate Governance and Compensation Committee will review the level and form of compensation received by the directors, members of each committee and the chair of each committee, considering the duties and responsibilities of each director, his or her past service and continuing duties in service to Logan. The compensation of directors and executive officers of competitors will be considered, to the extent publicly available, in determining compensation and the Corporate Governance and Compensation Committee will have the power to engage a compensation consultant or advisor to assist in determining appropriate compensation. For more details, please see " Statement of Executive Compensation " in this Appendix "A".
Other Board Committees
In addition to Logan's Corporate Governance and Compensation Committee, Logan will have an Audit Committee and a Reserves and Environment committee. Each of the proposed committees of the Logan Board will be comprised of a majority of independent directors.
The members of the Reserves and Environment Committee of the Logan Board have not yet been determined. It is expected that the function of the Reserves and Environment Committee will be to meet with Logan's independent reserves evaluation engineers, at least annually, to discuss the evaluation of Logan's reserves and to assist Logan in fulfilling its duties and obligations under NI 51-101. For more about the Audit Committee, please see " Audit Committee Information ".
Assessments
The Logan Board has not, as yet, adopted any formal procedures for regularly assessing the effectiveness of the Logan Board, its committees or individual directors with respect to their effectiveness and contributions. Nevertheless, their effectiveness is subjectively measured on an ongoing basis by each director based on their assessment of the performance of the Logan Board, its committees or the individual directors compared to their expectation of performance. In doing so, the contributions of an individual director are informally monitored by the other Logan Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Logan Board.
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AUDIT COMMITTEE INFORMATION
The purpose of the Audit Committee to the Logan Board, once established following completion of the Distribution, will be to provide assistance to the Logan Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of Logan. It is the objective of the Audit Committee to maintain a free and open means of communications among the Logan Board, the independent auditors and the senior management of Logan.
Audit Committee Charter
Since the Audit Committee has not been established, a charter for the Audit Committee has not been implemented. It is expected that the Audit Committee, once constituted, will implement a charter following completion of the Distribution.
Composition of the Audit Committee
The members of the Audit Committee of the Logan Board have not yet been determined. Nonetheless, it is expected that each of the members will be independent within the meaning of section 1.4 of NI 52- 110 and financially literate within the meaning of section 1.6 of NI 52-110.
Pre-Approved Policies and Procedures
The Audit Committee is expected to adopt specific policies and procedures for the engagement of nonaudit services.
External Auditor Services Fees
As of the date of the Information Circular, Logan has not paid any fees to external auditors since incorporation.
INDUSTRY CONDITIONS
The oil and natural gas industry is subject to extensive regulation and control of operations (including with respect to land tenure, exploration, development, production, refining and upgrading, transportation and marketing) as a result of legislation enacted by various levels of government and with respect to the pricing and taxation of crude oil and natural gas through legislation enacted by, and agreements among, the federal and provincial governments of Canada, all of which should be carefully considered by investors in the Canadian petroleum and natural gas industry. All current legislation is a matter of public record and Logan is unable to predict what additional legislation or amendments may be enacted. While it is not expected that any of these controls or regulations will affect the operations of Logan in a manner materially different than they would affect other oil and gas corporations of similar size, investors should consider such legislation, regulations and agreements carefully. Outlined below are some of the principal aspects of legislation, regulations and agreements governing the oil and natural gas industry in Western Canada.
Pricing and Marketing in Canada
Crude Oil
In Canada, the producers of oil are entitled to negotiate sales contracts directly with oil purchasers, which means that the market determines the price of oil. Oil prices are primarily based on worldwide supply and demand, but regional market and transportation issues also influence prices. Specific prices that a producer receives will depend, in part, on oil quality, prices of competing fuels, distance to market, access to
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downstream transportation, value of refined products, length of contract term, weather conditions, the balance of supply and demand and other contractual terms.
In 2020, worldwide oversupply of crude oil, a lack of available storage capacity and decreased demand due to COVID-19 have had a continuing significant impact on the pricing of crude oil. In an effort to stabilize global oil markets, The Organization of the Petroleum Exporting Countries (" OPEC ") and a number of other oil producing countries announced an agreement to cut crude oil production by approximately 10 million bbl/d in April 2020, which was amended and adjusted throughout 2020 and early 2021. The oil markets began to rebalance in 2021 with oil prices reaching their highest levels in six years. The rebound continued into 2022 with a surge in oil prices in early 2022 primarily in response to the impact of the Russian invasion of Ukraine and the OPEC+ decision to adhere to previously agreed upon production cuts, together with the improvement of global economic conditions and outlook due to reduced and eased COVID-19 restrictions. However, prices began to drop in the latter half of 2022. Amid fear of a global recession, increasing interest rates and continuing COVID-19 restrictions in China, lower demand and continuing sanctions and price caps placed on Russian oil, oil prices began to drop in the summer of 2022, with Saudi Arabia capping production and the Group of Seven nations agreeing to put a price cap on Russian oil. At a meeting in early December 2022, OPEC+ decided to maintain its oil output targets following its decision in October 2022 to cut output by 2 million barrels per day. In December 2022, the ban placed on seaborne exports of Russian crude oil by the European Union came into effect, with the European Union also announcing price caps on Russian oil. The Group of Seven nations also announced a price cap of US$60 on Russian oil in December 2022. See " Risk Factors – Impact of the COVID-19 Pandemic and Risks Related Thereto " and " Risk Factors – Commodity Prices, Markets and Marketing ".
Natural Gas Liquids
The pricing of condensates and other NGLs such as ethane, butane, propane and pentane plus sold in intra-provincial, interprovincial and international trade is determined by negotiation between buyers and sellers. The profitability of NGLs extracted from natural gas is based on the products extracted being of greater economic value as separate commodities than as components of natural gas and therefore commanding higher prices. Such prices depend, in part, on the quality of the NGLs, price of competing chemical stock, distance to market, access to downstream transportation, length of contract term, supply/demand balance and other contractual terms.
Natural Gas
Negotiations between buyers and sellers determines the price of natural gas sold in intra-provincial, interprovincial and international trade. The price received by a natural gas producer depends, in part, on the price of competing natural gas supplies and other fuels, natural gas quality, distance to market, availability of transportation, length of contract term, weather conditions, supply/demand balance and other contractual terms of sale. Spot and future prices can also be influenced by supply and demand fundamentals on various trading platforms.
Exports from Canada
On August 28, 2019, Bill C-69 came into force, replacing, among other things, the National Energy Board Act (Canada), R.S.C. 1985, c N-7 (" NEB Act ") with the Canadian Energy Regulator Act (Canada), S.C. 2020, c.28; (" CERA "), the Canadian Environmental Assessment Act, 2012 (Canada), S.C. 2012, c. 19, s. 52; (" CEAA ") with the Impact Assessment Act (Canada), S.C. 2019, c. 28, s. 1 (" IAA ") and replacing the National Energy Board (" NEB ") with the Canadian Energy Regulator (" CER "). The CER has assumed the NEB's responsibilities broadly, including with respect to the export of crude oil, NGLs and natural gas from Canada. The legislative regime relating to exports of crude oil, NGLs and natural gas.
Exports of crude oil, NGLs and natural gas from Canada are subject to CERA and remain subject to the National Energy Board Act Part VI (Oil and Gas) Regulation (the " Part VI Regulation ") until such time as the Part VI Regulation is replaced. The CERA and the Part VI Regulation authorize crude oil, NGLs and natural gas exports under: (i) short-term orders for up to one or two years depending on the substance, and
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up to 20 years for quantities of natural gas (other than NGLs) not exceeding 30,000 m[3] per day; or (ii) longterm export licences of up to 40 years for natural gas and up to 25 years for crude oil and other substances (e.g. NGLs). With respect to applications for long-term export licences, following a review of such applications by the CER, which may involve a public hearing, the CER can approve an application if it is satisfied, among other considerations, that the proposed export volumes are not greater than Canada's reasonably foreseeable needs. In addition to CER approval, long-term export licences also currently require various other ministerial and federal Cabinet approvals.
Exporters are free to negotiate prices and other terms with purchasers, provided that the export contracts continue to meet certain criteria prescribed by the CER and the federal government.
Transportation Constraints, Pipeline Capacity and Market Access
As discussed in more detail below, one major constraint to the export of crude oil, NGLs and natural gas is the deficit of transportation capacity to transport production from Western Canada to the U.S. and other international markets. Although certain pipeline and other transportation and export projects have been announced or are underway, many proposed projects have been cancelled or delayed due to regulatory hurdles, court challenges and economic and other socio-political factors. Due in part to growing production and a lack of new and expanded pipeline and rail infrastructure capacity, producers in Western Canada have experienced low commodity pricing relative to other markets in the last several years.
Pipelines
Producers negotiate with pipeline operators to transport their products to market on a firm, spot or interruptible basis depending on the specific pipeline and the specific substance. Transportation availability is highly variable across different jurisdictions and regions. This variability can determine the nature of transportation commitments available, the number of potential customers and the price received.
Under the Canadian Constitution, interprovincial and international pipelines fall within the federal government's jurisdiction and, under the CERA, new interprovincial and international pipelines will require a federal regulatory review and Cabinet approval before they can proceed. However, recent years have seen a perceived lack of policy and regulatory certainty such that, even when projects are approved they often face delays due to actions taken by provincial and municipal governments, public interest groups and legal opposition related to issues such as Indigenous rights and title, the government's duty to consult and accommodate Indigenous peoples and the sufficiency of all relevant environmental review processes. Export pipelines from Canada to the United States face additional unpredictability as such pipelines require approvals of several levels of government in the United States.
In the face of such regulatory uncertainty, the Canadian petroleum and natural gas industry has experienced significant difficulty expanding the existing network of transportation infrastructure for crude oil, NGLs and natural gas, including pipelines, rail, trucks and marine transport. Improved access to global markets through the midwest United States and export shipping terminals on the west coast of Canada could help to alleviate downward pressure on commodity prices. Several proposals have been announced to increase pipeline capacity from Western Canada to Eastern Canada, the United States and other international markets via export terminals. While certain projects are proceeding, the regulatory approval process and other factors related to transportation and export infrastructure have led to the delay, suspension or cancellation of a number of pipeline projects.
Specific Pipeline Updates
The Enbridge Inc. (" Enbridge ") Line 3 Replacement from Hardisty, Alberta, to Superior, Wisconsin, previously expected to be in-service in late 2019, has faced significant delays due to permitting difficulties in the United States. However, Minnesota regulators approved the final required permit for the project in November 2020 and received confirmation of such approval from the Minnesota Court of Appeals in June 2021. On September 29, 2021, Enbridge announced the completion of the 542 km Minnesota segment of
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the Line 3 Replacement. The Line 3 Replacement's in-service date was October 1, 2021, and is expected to transport 760,000 barrels per day at full capacity. In October 2022, a Minnesota District Court upheld approvals given to the Line 3 Replacement, which were challenged on the basis that the U.S. Army Corps of Engineers should have taken into consideration how the broader project would impact climate change. The U.S. Army Corps of Engineers limited their environmental review of the project only to the impacts of construction in Minnesota rather than downstream concerns like greenhouse gas (" GHG ") emissions from the ultimate burning of the crude oil carried in the pipeline.
The Trans Mountain Pipeline expansion received Cabinet approval in November 2016. Following a period of political opposition in British Columbia, the federal government acquired the Trans Mountain Pipeline in August 2018. Following the resolution of a number of legal challenges and a second regulatory hearing, construction on the Trans Mountain Pipeline expansion commenced in late 2019. Earlier estimated at $12.6 billion, the project budget has risen to $21.4 billion as of February 2022. The pipeline is expected to be in service in the third quarter of 2023, an extension from Trans Mountain's December 2022 estimate. The budget increase and in-service date delay have been attributed to, among other things, the ongoing effects of the COVID-19 pandemic and the widespread flooding in British Columbia in late 2021.
In November 2020, the Attorney General of Michigan filed a state lawsuit to terminate an easement that allows the Enbridge Line 5 pipeline system to operate below the Straits of Mackinac. Enbridge filed a federal complaint in late November 2020 in the United States District Court for the Western District of Michigan. In November of 2021, a federal judge ruled that the lawsuit should be heard in federal court by U.S. District Judge Janet Neff, who retained jurisdiction over a separate case brought by Enbridge over the November 2020 shutdown order. The Attorney General and Governor of Michigan argue that Line 5's presence in the Straits violates the public trust and state environmental law. The Government of Canada invoked a 1977 treaty with the United States on October 4, 2021, triggering bilateral negotiations over the pipeline. On December 15, 2021, Enbridge moved to transfer the Attorney General's lawsuit from Michigan State Court to United States Federal Court.
Following midterm elections in the fall of 2022, the Republicans have regained control of the House of Representatives. While the Republican's political agenda is expected to include acts regarding American energy independence, it is uncertain what this will mean for the advancement of pipeline projects between Canada and the United States.
Marine Tankers
Bill C-48 received royal assent on June 21, 2019, enacting the Oil Tanker Moratorium Act , which imposes a ban on tanker traffic transporting certain crude oil and NGLs or persistent crude oil products in excess of 12,500 metric tonnes along British Columbia's north coast. The ban may prevent pipelines from being built to, and export terminals from being located on, the portion of the British Columbia coast subject to the moratorium. See " Industry Conditions – Regulatory Authorities and Environmental Regulation – Federal ".
Crude Oil and Bitumen by Rail
On February 19, 2019, the Government of Alberta announced that it would lease 4,400 rail cars capable of transporting 120,000 bbl/d of crude oil out of the province to help alleviate the transportation constraints impacting Canadian oil prices.
In the spring of 2019, the Government of Alberta announced it would cancel the program and assign the transportation contracts to industry proponents. In February 2020, the Government of Alberta announced it had sold $10.6 billion worth of crude-by-rail contracts to the private sector.
Following two train derailments that led to fires and oil spills in Saskatchewan, the federal government announced in February 2020, that trains hauling more than 20 cars carrying dangerous goods, including crude oil and diluted bitumen, would be subject to reduced speed limits. The order was updated in early April 2020 and will remain in place until permanent rule changes are approved. As a result, trains subject
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to the order will be required to adhere to the reduced speed limits announced in February 2020 within metropolitan areas, with further mandatory speed reductions applying outside of metropolitan areas during winter months (November 15 to March 15). As of February 2023, no permanent rules have been approved.
Natural Gas and LNG
Natural gas prices in Alberta and British Columbia have also been constrained in recent years due to increasing North American supply, limited access to markets and limited storage capacity. Companies that secure firm access to infrastructure to transport their natural gas production out of Western Canada may be able to access more markets and obtain better pricing. Companies without firm access may be forced to accept spot pricing in Western Canada for their natural gas, which is generally lower than the price received in other North American markets.
Required repairs or upgrades to existing pipeline systems in Western Canada have also led to further reduced capacity and apportionment of access, the effects of which have been exacerbated by storage limitations. However, in September 2019, the CER approved a policy change by TC Energy on its NOVA Gas Transmission Ltd. pipeline network (the " NGTL System ") to prioritize deliveries into storage (the " Temporary Service Protocol "). The change stabilized supply and pricing, particularly during periods of maintenance on the system, but in February 2021, the CER refused to extend the Temporary Service Protocol. However, in October 2020, TC Energy received federal approval to expand the NGTL System. The expanded NGTL System is expected to be fully operational by April 2022.
Specific Pipeline and Proposed LNG Export Terminal Updates
While a number of LNG export plants have been proposed in Canada, regulatory and legal uncertainty, opposition from environmental and Indigenous groups and changing market conditions have resulted in the cancellation or delay of many of these projects. Nonetheless, in October 2018, the joint venture partners of the LNG Canada LNG export terminal announced a positive final investment decision. Once complete, the project will allow LNG Canada to transport natural gas from northeastern British Columbia to the LNG Canada liquefaction facility and export terminal in Kitimat, British Columbia via the Coastal GasLink pipeline (the " CGL Pipeline "). Pre-construction activities began in November 2018, with a completion target of 2025. In May 2020, TC Energy sold its 65% equity interest in the CGL Pipeline to investment companies KKR & Co Inc. and Alberta Investment Management Corporation while remaining the pipeline operator. Despite its approval, the CGL Pipeline has faced intense legal and social opposition. For example, protests involving the Hereditary Chiefs of the Wet'suwet'en First Nation and their supporters have caused delays to construction activities on the CGL Pipeline, although construction is proceeding. The CGL Pipeline is currently 80% complete and is slated to have a mechanical in-service date by the end of 2023.
In December 2019, the CER approved a 40-year export licence for the Kitimat LNG project, a proposed joint venture between Chevron Canada Limited and Woodside Energy International (Canada) Limited, a subsidiary of Woodside Petroleum Ltd. However, both partners are looking to sell some or all of their interest in the project. In March 2021, both parties ceased funding further feasibility work for the proposed Kitimat LNG Project.
The Woodfibre LNG Project is a small-scale LNG processing and export facility near Squamish, British Columbia, and owned by Woodfibre LNG Limited a subsidiary of Singapore-based Pacific Oil and Gas Ltd. As of July 2022, Pacific Energy Corporation Limited and Enbridge entered into a partnership agreement pursuant to which they have agreed to jointly invest in the constr5uction and operation of the Woodfibre LNG Project. The BC Oil and Gas Commission (BC Commission) approved a project permit for the Woodfibre LNG Project, in July 2019. In April 2022, a Notice to Proceed was issued, instructing the contractor to begin work required to move the project toward major construction commencement in 2023. The Woodfibre LNG Project is expected to be substantially completed in Q3 2027. In November 2022, certain amendments to the conditions listed in the Impact Assessment Agency of Canada's decision statement for the project were proposed, which were made available for public comment until December 2022.
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GNL Québec Inc., the proponent of the Énergie Saguenay Project, is currently working its way through a federal impact assessment process for the construction and operation of an LNG facility and export terminal located on Saguenay Fjord, an inlet which feeds into the St. Lawrence River in Québec. The Énergie Saguenay Project is currently slated for completion in 2026. Pieridae Energy Ltd.'s (" Pieridae ") proposed Goldboro LNG project, located in Nova Scotia, would see LNG exported from Canada to European markets. Pieridae has a downstream agreement with Uniper, a German utility company, for all of the LNG produced at Goldboro's train. The federal government has issued Goldboro LNG a 20-year export licence, but Pieridae decided in July 2021, not to proceed with the project.
Cedar LNG Export Development Ltd.'s Cedar LNG Project near Kitimat, British Columbia, is currently in the environmental assessment stage, with British Columbia's Environmental Assessment Office (" BC EAO ") conducting the environmental assessment on behalf of the Impact Assessment Agency of Canada (" IA Agency "). On June 8, 2021, the Haisla First Nation and Pembina Pipeline Corporation announced a partnership agreement whereby Pembina Pipeline Corporation would become the Haisla Nation's partner in the development of the Cedar LNG Project. The BC EAO completed its assessment of the application for an Environmental Assessment Certificate in November 2022. The project has been referred to provincial decision makers and provided to the federal Minister of the Environment and Climate Change to inform the federal decision. Ksi Lisims LNG project, owned by Nisga's Lisims Government, Rockies LNG Partners and Western LNG is currently in the environmental assessment stage, with the BC EAO conducting the environmental assessment on behalf of the IA Agency. Construction is anticipated to begin in 2024 with the site to be operational in late 2027 or 2028.
Enbridge Open Season
In August 2019, Enbridge initiated an open season for the Enbridge mainline system, which has historically operated as a common carrier pipeline system transporting crude oil. The changes that Enbridge wished to implement included the transition of the mainline system from a common carrier to a primarily contract carrier pipeline, wherein shippers will have to commit to reserved space in the pipeline for a fixed term, with only 10% of available capacity reserved for nominations.
Several shippers challenged Enbridge's open season and, in particular, Enbridge's ability to engage in an open season without first obtaining prior regulatory approval to implement a contract carriage model. Following an expedited hearing process, the CER decided to shut down the open season, citing concerns about fairness and uncertainty regarding the ultimate terms and conditions of service. On December 19, 2019, Enbridge applied to the CER for approval of the proposed service and tolling framework. On November 26, 2021, the CER did not approve either the tolling or the contracting portions of the application. The existing interim tolls and conditions of service remain in effect.
The United States Mexico Canada Agreement and Other Trade Agreements
NAFTA / USMCA
On July 1, 2020, the North American Free Trade Agreement (" NAFTA "), a free trade agreement among the governments of Canada, the United States and Mexico, was replaced by a new trade agreement, widely referred to as the USMCA, and sometimes referred to as the United States Mexico Canada Agreement. As the United States remains Canada's primary trading partner and the largest international market for the export of crude oil, NGLs and natural gas from Canada, the implementation of the USMCA could have an impact on Western Canada's petroleum and natural gas industry at large, including Logan's business.
While the proportionality rules in Article 605 of NAFTA previously prevented Canada from implementing policies that limit exports to the United States and Mexico relative to the total supply produced in Canada, the USMCA does not contain the same proportionality requirements. This may allow Canadian producers to develop a more diversified export portfolio than was possible under NAFTA, subject to the construction of infrastructure allowing more Canadian production to reach other international markets.
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Other Trade Agreements
Canada and ten other countries recently concluded discussions and agreed on the draft text of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (" CPTPP "), which is intended to allow for preferential market access among the countries that are parties to the CPTPP. The CPTPP is in force among the first seven countries to ratify the agreement: Canada, Australia, Japan, Mexico, New Zealand, Vietnam and Singapore.
Canada has also pursued a number of other international free trade agreements with countries around the world and, as a result, a number of free trade or similar agreements are in force between Canada and certain other countries. Canada and the European Union recently agreed to the Comprehensive Economic and Trade Agreement (" CETA "), which provides for duty-free, quota-free market access for Canadian crude oil and natural gas products to the European Union. Although CETA has not received full ratification by national legislatures in the European Union, provisional application of CETA commenced on September 21, 2017. In light of the United Kingdom's departure from the European Union (Brexit) on January 31, 2020, the United Kingdom and Canada have reached an interim post-Brexit trade agreement, the Canada-United Kingdom Trade Continuity Agreement (" CUKTCA "). On December 9, 2020, the Government of Canada introduced Bill C-18, an Act to Implement the Trade Continuity Agreement, which received royal assent on March 17, 2021. CETA ceased to apply to Canada-United Kingdom trade on January 1, 2021, and CUKTCA came into force on April 1, 2021. The CUKTCA replicates CETA on a bilateral basis and is meant to maintain the status quo of the Canada-United Kingdom trade relationship.
While it is uncertain what effect CETA, CPTPP, CUKTCA or any other trade agreements will have on the oil and gas industry in Canada, the lack of available infrastructure for the offshore export of oil and gas may limit the ability of Canadian oil and gas producers to benefit from such trade agreements.
Land Tenure
Crude oil and natural gas located in the western provinces is owned predominantly by the respective provincial governments (i.e. the Crown). Provincial governments grant rights to explore for and produce oil and natural gas pursuant to leases, licences and permits for varying terms, and on conditions set forth in provincial legislation, including requirements to perform specific work or make payments. The provincial governments in Western Canada's provinces conduct regular land sales where crude oil and natural gas companies bid for leases to explore for and produce crude oil and natural gas pursuant to mineral rights owned by the respective provincial governments. The leases generally have a fixed term; however, a lease may generally be continued after the initial term where certain minimum thresholds of production have been reached, all lease rental payments have been paid on time and other conditions are satisfied.
To develop crude oil and natural gas resources, it is necessary for the mineral rights owner to have access to the surface lands as well. Each province has developed its own process for obtaining surface access to conduct operations that operators must follow throughout the lifespan of a well, including notification requirements and providing compensation for affected persons for lost land use and surface damage. Oil and natural gas located in such provinces can also be privately owned and rights to explore for and produce such oil and natural gas are granted by lease on such terms and conditions as may be negotiated.
Each of the provinces in Western Canada have implemented legislation providing for the reversion to the Crown of mineral rights to deep, non-productive geological formations at the conclusion of the primary term of a lease or licence. In addition, Alberta has a policy of "shallow rights reversion" which provides for the reversion to the Crown of mineral rights to shallow, non-productive geological formations for all leases and licences. For leases and licences issued subsequent to January 1, 2009, shallow rights reversion will be applied at the conclusion of the primary term of the lease or licence. British Columbia has a policy of "zone specific retention" that allows a lessee to continue a lease for zones in which they can demonstrate the presence of oil or natural gas, with the remainder reverting to the Crown. Such reversionary rights may impact any gross overriding royalty interests (" GORR Interests ") granted out of Crown leases.
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In addition to Crown ownership of the rights to crude oil and natural gas, private ownership of crude oil and natural gas (i.e. freehold mineral lands) also exists in Western Canada. In the provinces of Alberta, and British Columbia approximately 19% and 6%, respectively, of the mineral rights are owned by the federal government on behalf of First Nations or national parks and by private freehold owners, such as Logan. Rights to explore for and produce privately owned crude oil and natural gas are granted by a lease or other contract on such terms and conditions as may be negotiated between the owner of such mineral rights and companies seeking to explore for and/or develop crude oil and natural gas reserves.
The GORR Interests are royalty interests that are granted or carved out of leasehold interests (created through the issuance of a lease by the Crown or fee simple mineral title owner). As such, the continued existence and value of the GORR Interests is dependent upon the validity and terms of the leasehold interest out of which they were granted.
In respect of the GORR Interests granted out of Crown leases, in addition to the varying terms and conditions set forth in provincial legislation, as discussed above, the provinces of Alberta and British Columbia have implemented legislation providing for the reversion to the Crown of mineral rights to nonproductive geological formations at the conclusion of the primary term of a lease or licence.
Royalties and Incentives
General
In addition to federal regulation, each province has legislation and regulations which govern royalties, production rates and other matters. The royalty regime in a given province is in addition to applicable federal and provincial taxes and is a significant factor in the profitability of crude oil, NGLs, sulphur and natural gas production. Royalties payable on production from lands other than Crown lands are determined by negotiations between the mineral owner and the lessee, although production from such lands is subject to certain provincial taxes and royalties. Crown royalties are determined by governmental regulation and are generally calculated as a percentage of the value of production. Other royalties and royalty-like interests are, from time to time, carved out of the working interest owner's interest through non-public transactions. These are often referred to as overriding royalties, gross overriding royalties, net profits interests or net carried interests.
Occasionally the governments of the western Canadian provinces have established incentive programs for exploration and development. Such programs often provide for volume-based incentive programs, royalty rate reductions, royalty holidays or royalty tax credits and may be introduced when commodity prices are low. The incentive programs are designed to encourage exploration and development activity by improving earnings and cash flow within the industry. In addition, incentive programs may be introduced to encourage producers to prioritize certain kinds of development or undertake initiatives using new technologies that may enhance or improve recovery of crude oil, NGLs and natural gas, or improve environmental performance.
The federal government also creates incentives and other financial aid programs intended to assist businesses operating in the petroleum and natural gas industry. Recently, these programs, including, but not limited to, programs that provide direct financial support to companies operating in the petroleum and natural gas industry and/or targeted funding for various initiatives related to industry diversification and environmental matters, including those programs created in response to the COVID-19 pandemic, have been administered through federal agencies such as the Business Development Bank of Canada, Natural Resources Canada, Export Development Canada, and Innovation, Science and Economic Development Canada.
Producers and working interest owners of oil and natural gas rights may also create additional royalties or royalty-like interests through non-public transactions, which include the creation of instruments such as overriding royalties, net profits interests and net carried interests, the terms of which are subject to negotiation.
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Alberta
In Alberta, provincially set royalty rates apply to Crown-owned mineral rights and crude oil and natural gas producers are responsible for calculating their royalty rate on an ongoing basis.
In January 2016, the Government of Alberta announced further changes to the Alberta Royalty Framework. Under the new modern royalty framework (the " MRF "), the sliding scale royalty concept will be maintained, but will be achieved with a greater degree of simplicity. The new royalty percentage will be applied to the gross revenue generated from all hydrocarbons, with no differentiation between produced substances, and wells will be charged a flat 5% royalty rate until revenues exceed a normalized well cost allowance, which will be based on vertical well depth and lateral length. The calculation of this cost allowance, and other details regarding the various parameters within the new formula under the MRF was announced in 2016 and was fully implemented as of January 1, 2017. Prior to January 1, 2017, the former royalty framework continued to apply to any wells drilled prior to that date, and thereafter for a period of 10 years following which, such wells will be transitioned into the MRF. Any changes to the royalty regime in Alberta may have a material effect on Logan. See " Risk Factors ".
In addition to any negotiated royalty amount payable to the freehold mineral owner, producers of oil and natural gas from freehold lands in Alberta are required to pay annual freehold mineral taxes. The freehold mineral tax is a tax levied by the Government of Alberta on the value of oil and natural gas production from non-Crown lands and is derived from the Freehold Mineral Rights Tax Act (Alberta). The freehold mineral tax is levied on an annual basis on calendar year production using a tax formula that takes into consideration, among other things, the amount of production, the hours of production, the value of each unit of production, the tax rate and the percentages that the owners hold in the title. The basic formula for the assessment of freehold mineral tax is: revenue less allocable costs equals net revenue divided by wellhead production equals the value based upon unit of production. If payors do not wish to file individual unit values, a default price is supplied by the Crown. On average, the tax levied is 4 percent of revenues reported from fee simple mineral title properties.
In July 2019, the Government of Alberta enacted the Royalty Guarantee Act which provides certainty that no major changes will be made to the current oil and gas royalty structure for a period of at least ten years.
British Columbia
In May 2022, the government of British Columbia introduced a new royalty framework that is set to come into effect September 1, 2024 with a two-year transition period beginning on September 1, 2022. The new royalty framework will be based on a revenue-minus cost royalty system with price-sensitive royalty rates designed to reflect the value of the resource and achieve a return of 50% of profits after production costs are accounted for. New wells will pay a flat royalty of 5% until the capital spent on drilling and completions is recovered, following which, the well will move to a price-sensitive royalty rate between 5% and 40%. The range of the rate will vary by commodity type. During the transition period, any new wells which are spud on or after September 1, 2022 are not eligible for the deep-well royalty program, the marginal well royalty program or the ultra-marginal royalty program. Wells that are spud on or after September 1, 2022 will pay a 5% royalty rate for the equivalent of the first 12 production months, following which the wells will pay royalties based on the current royalty framework until September 1, 2024 when all the wells transition to the new framework. Wells drilled prior to September 1, 2022 shall continue to pay royalties based on the current royalty framework until the new framework takes effect on September 1, 2024.
Crown royalties payable on the production of oil and natural gas in British Columbia vary by market price, well type and the characteristics of the substances being produced. Producers of oil and natural gas receive royalty invoices each month for every well or unitized tract that is producing and/or reporting sales.
The Crown royalty rate for oil can be as high 40% and depends on factors such as the volume of oil produced from a particular well or unitized tract and its vintage. Royalty rates are reduced on certain wells, including low-productivity wells, to reflect higher per-unit costs of exploration and extraction. The Crown royalty rate for natural gas and NGLs in British Columbia varies depending on the characteristics of the
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specific substance and can be as high as 27%, depending on factors such as whether the gas is classified as conservation gas or non-conservation gas, the applicable reference price and select price.
Royalty rates for the production of privately owned oil and natural gas are negotiated between the producer and the resource owner. In addition to these negotiated royalties, producers of oil and natural gas from freehold lands in British Columbia also pay monthly freehold production taxes to the Government of British Columbia.
For oil, the applicable freehold production tax is based on the volume of monthly production, which is either a flat rate, or, beyond a certain production level, is determined using a sliding scale formula based on the production level. For natural gas, the applicable freehold production tax is a flat rate, or, at certain production levels, is determined using a sliding scale formula based on a reference price, and depends on whether the natural gas is conservation gas or non-conservation gas. Additionally, owners of mineral rights in British Columbia must pay an annual mineral land tax to the Government of British Columbia.
The Ministry of Energy, Mines and Low Carbon intends to create a mechanism that will begin in early 2023 to allow producers to repurpose unused deep well entitlements by transferring them to a Healing Land and Emission Reduction Pool. Once allocated to a producer's pool, the deep well credits will no longer be available to reduce royalties on the well they were originally allocated to.
Freehold and Other Types of Non-Crown Land Royalties and Taxes
Royalties on production from privately-owned freehold lands are negotiated between the mineral freehold owner and the lessee under a negotiated lease or other contract. Producers and working interest participants may also pay additional royalties to parties other than the freehold mineral owner where such royalties are negotiated through private transactions.
In addition to the royalties payable to the mineral owners (or to other royalty holders if applicable), producers of crude oil and natural gas from freehold lands in each of the Western Canadian provinces are required to pay Freehold Mineral Taxes or production taxes. Freehold Mineral Taxes or production taxes are taxes levied by a provincial government on crude oil and natural gas production from lands where the Crown does not hold the mineral rights. A description of the Freehold Mineral Taxes payable in each of the Western Canadian provinces is included in the above descriptions of the royalty regimes in such provinces.
Production and Operation Regulations
The oil and natural gas industry in Canada is highly regulated and subject to significant control by provincial regulators. Regulatory approval is required for, among other things, the drilling of oil and natural gas wells, construction and operation of facilities, the storage, injection and disposal of substances and the abandonment and reclamation of well-sites. In order to conduct oil and gas operations and remain in good standing with the applicable provincial regulator, Logan must comply with applicable legislation, regulations, orders, directives and other directions (all of which are subject to governmental oversight, review and revision, from time to time). Compliance with such legislation, regulations, orders, directives or other directions can be costly and a breach of the same may result in fines or other sanctions.
Regulatory Authorities and Environmental Regulation
The Canadian oil and natural gas industry is currently subject to environmental regulations pursuant to a variety of provincial and federal legislation, all of which is subject to governmental review and revision from time to time. Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and gas industry operations, such as sulphur dioxide and nitrous oxide. The regulatory regimes set out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well, facility and pipeline sites. Compliance with environmental legislation can require significant
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expenditures and a breach of applicable environmental legislation may result in suspension or revocation of necessary licences and authorizations, civil liability and the imposition of material fines and penalties.
In addition to these specific, known requirements, future changes to environmental legislation, including anticipated legislation for air pollution and GHG emissions (typically measured in terms of their global warming potential and expressed in terms of CO2e, may impose further requirements on operators and other companies in the petroleum and natural gas industry).
Federal
Canadian environmental regulation is the responsibility of the federal government and provincial governments. While provincial governments and their delegates are responsible for most environmental regulation, the federal government can regulate environmental matters where they impact matters of federal jurisdiction or when they arise from projects that are subject to federal jurisdiction, such as interprovincial transportation undertakings, including pipelines and railways, and activities carried out on federal lands. Where there is a direct conflict between federal and provincial environmental legislation in relation to the same matter, the federal law prevails, however, such conflicts are uncommon. The federal government has primary jurisdiction over federal works, undertakings and federally regulated industries such as railways, aviation and interprovincial transport. The CERA and the CEAA provide the foundation for the federal government to protect the environment and cooperate with provinces to do the same.
On August 28, 2019, with the passing of Bill C-69, the CERA and the IAA came into force and the NEB Act and the CEAA were repealed. As part of the regulatory transition, the IA Agency replaced the CEA Agency.
The enactment of the CERA and IAA introduced a number of important changes to the regulation of federally regulated major projects and their associated environmental assessments. Previously, the NEB administered its statutory jurisdiction as an integrated regulatory body. However, the CERA separates the CER's administrative and adjudicative functions. A board of directors and a chief executive officer will manage strategic, administrative and policy considerations while adjudicative functions fall to independent commissioners. Despite this structural change, the CER has assumed the jurisdiction previously held by the NEB over matters such as the environmental and economic regulation of pipelines, transmission infrastructure and offshore renewable energy projects, including offshore wind and tidal facilities. In its adjudicative role, the CERA tasks the CER with reviewing applications for the development, construction and operation of these projects, culminating in their eventual abandonment.
The IAA is similar to the repealed CEAA 2012 in that it relies on a designated project list as a trigger for a federal assessment. Designated projects that may have effects on matters within federal jurisdiction will generally require an impact assessment administered by the IA Agency or, in the case of certain pipelines, a joint review panel comprised of members from the CER and the IAA. The impact assessment requires consideration of the project's potential adverse effects and the overall societal impact that a project may have, both of which may include a consideration of, among other items, environmental, biophysical and socioeconomic factors and climate change. It also requires an expanded public interest assessment,. The impact assessment must look at the direct result of the project's construction and operation. Designated projects specific to the petroleum and natural gas industry include pipelines that require more than 75 km of new right of way and pipelines located in national parks, large scale in situ oil sands projects not regulated by provincial GHG emissions caps and certain refining, processing and storage facilities.
The federal government has stated that an objective of the legislative changes was to improve decision certainty and turnaround times. Once a review or assessment is commenced under either the CERA or IAA, there are limits on the amount of time the relevant regulatory authority will have to issue its report and recommendation. Designated projects will go through a planning phase to determine the scope of the impact assessment, which the federal government has stated should provide more certainty as to the length of the full review process. The Government of Alberta has submitted a reference question to the Alberta Court of Appeal regarding the constitutionality of the IAA. On May 10, 2022, the Alberta Court of Appeal released its opinion stating that the IAA went beyond the federal Parliament's constitutional authority and reached into areas of exclusive provincial authority. The federal Government has appealed the Alberta
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Court of Appeal's opinion to the Supreme Court of Canada. A date for arguments has not been scheduled, but filing deadlines have been set for early 2023.
Alberta
The discharge of crude oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require Logan to incur costs to remedy such discharge in the event that they are not covered by Logan's insurance. Although Logan maintains insurance to industry standards, which in part covers liabilities associated with discharges, it is not certain that such insurance will cover all possible environmental events, foreseeable or otherwise, or whether changing regulatory requirements or emerging jurisprudence may render such insurance of little benefit. In addition to these specific, known requirements, future changes to environmental legislation, including anticipated legislation for air pollution and GHG emissions, may impose further requirements on operators and other companies in the oil and natural gas industry.
The Alberta Energy Regulator (" AER ") is the principal regulator responsible for all energy development in Alberta. It derives its authority from the Responsible Energy Development Act and a number of related statutes including the Oil Sands Conservation Act , the Pipeline Act , and the Environmental Protection and Enhancement Act . The AER ensures the safe, efficient, orderly, and environmentally responsible development of hydrocarbon resources including allocating and conserving water resources, managing public lands, and protecting the environment. The AER's responsibilities exclude the functions of the Alberta Utilities Commission and the Surface Rights Board, as well as Alberta Energy's responsibility for mineral tenure.
The Government of Alberta relies on regional planning to accomplish its resource development goals. Its approach to natural resource management provides for engagement and consultation with stakeholders and the public and examines the cumulative impacts of development on the environment and communities. While the AER is the primary regulator for energy development, several other governmental departments and agencies may be involved in land use issues, including Alberta Environment and Parks, Alberta Energy, the Policy Management Office, the Aboriginal Consultation Office and the Land Use Secretariat.
The Government of Alberta's land-use policy sets out an approach to manage public and private land use and natural resource development in a manner that is consistent with the long-term economic, environmental, and social goals of the province. It calls for the development of region-specific land use plans in order to manage the combined impacts of existing and future land use within a specific region and the incorporation of a cumulative effects management approach into such plans.
The AER monitors seismic activity across Alberta to assess the risks associated with, and instances of, increased seismicity induced by hydraulic fracturing. Hydraulic fracturing involves the injection of water, sand or other proppants and additives under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate crude oil and natural gas production. In recent years, hydraulic fracturing has been linked to increased seismicity in the areas in which hydraulic fracturing takes place, prompting regulatory authorities to investigate the practice further.
The AER has developed monitoring and reporting requirements that apply to all crude oil and natural gas producers working in certain areas where the likelihood of increased seismic activity is higher, and implemented the requirements in Subsurface Order Nos. 2, 6 and 7. The regions with seismic protocols in place are Fox Creek, Red Deer and Brazeau (the Seismic Protocol Regions). Crude oil and natural gas producers in each of the Seismic Protocol Regions are subject to a "traffic light" reporting system that sets thresholds on the Richter scale of earthquake magnitude. The thresholds vary among the Seismic Protocol Regions and trigger a sliding scale of obligations from the crude oil or natural gas producers operating there. Such obligations range from no action required, to informing the AER and invoking an approved response plan, to ceasing operations and informing the AER. The AER has the discretion to suspend operations while it investigates following a seismic event until it has assessed the ongoing risk in a specific area and/or may require the operator to update its response plan. The AER may extend these requirements to other areas of Alberta if necessary, subject to the results of its ongoing province-wide monitoring.
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British Columbia
In British Columbia, the Oil and Gas Activities Act (the " OGAA ") regulates conventional oil and natural gas producers, shale gas producers and other operators of oil and natural gas facilities in the province. Under the OGAA, the BC Commission has broad powers, particularly with respect to compliance, enforcement and the setting of technical safety and operational standards for oil and natural gas activities. The Environmental Protection and Management Regulation establishes the government's environmental objectives and requires the BC Commission to consider these environmental objectives in deciding whether or not to authorize a particular activity. In addition, the Petroleum and Natural Gas Act , in conjunction with the OGAA, requires proponents to obtain various approvals before undertaking exploration or production work. Such approvals are given subject to environmental considerations and permits, licences and project approvals can be suspended or cancelled for failure to comply with this legislation or its regulations.
The Government of British Columbia has introduced a regime to monitor and manage the risk of induced seismicity related to oil and natural gas operations, particularly in northern British Columbia, where hydraulic fracturing is used to access natural gas plays. The Drilling and Production Regulation requires a producer to suspend its operations if they trigger an earthquake with a magnitude on the Richter scale of 4.0 or greater, and to implement mitigation measures approved by the BC Commission before resuming production. In June 2016, the BC Commission amended the permitting process to require all natural gas producers to conduct ground monitoring, and to submit a ground monitoring report within 30 days of completing hydraulic fracturing operations.
In May 2018, the BC Commission issued a Special Project Order under section 75 of the OGAA, which designated the Kiskatinaw Seismic Monitoring and Mitigation Area, spanning between Fort St. John and Dawson Creek. Future earthquakes outside of the Kiskatinaw Area may trigger the introduction of similar requirements elsewhere in the province.
An updated Environmental Assessment Act came into force in December 2019. The new assessment regime subjects proposed projects to an enhanced environmental review process. Simultaneously with the enactment of the Environmental Assessment Act , the Government of British Columbia enacted the accompanying Reviewable Projects Regulation , which sets out the projects subject to the new regime. The "project list" captures industrial, mining, energy, water management, waste disposal, transportation and other GHG intensive projects. In conducting an environmental assessment, the BC EAO will consider the environmental, health, cultural, social and economic effects of a proposed project.
Liability Management Rating Programs
Alberta
The AER administers the Alberta Liability Management Framework (the " AB LMF ") and the Alberta Liability Management Rating Program (the " AB LMR Program ") to manage liability for most conventional upstream oil and natural gas wells, facilities and pipelines in Alberta. The AER is in the process of replacing the AB LMR Program with the AB LM Framework. This change was effected under key new AER directives in 2021. Broadly, the AB LM Framework is intended to provide a more holistic approach to liability management in Alberta, as the AER found that the more formulaic approach under the AB LMR Program did not necessarily indicate whether a company could meet its liability obligations. New developments under the AB LMF include a new Alberta Licensee Capability Assessment System (the " AB LCA "), a new Alberta Inventory Reduction Program (the " AB IR Program ") and a new Alberta Licensee Management Program (" AB LM Program "). Meanwhile, some programs under the AB LMR Program remain in effect, including the Alberta Oilfield Waste Liability Program (the " AB OWL Program "), the Alberta Large Facility Liability Management Program (the " AB LF Program ") and elements of the Alberta Licensee Liability Rating Program (the " AB LLR Program "). The mix between active programs under the AB LM Framework and the AB LMR Program highlights the transitional and dynamic nature of liability management in Alberta. While the province is moving towards the AB LM Framework and a more holistic approach to liability management, the AER has noted that this will be a gradual process that will take time to complete. In the
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meantime, the AB LMR Program continues to play an important role in Alberta's liability management scheme.
Complementing the AB LMF and the AB LMR Program, Alberta's OGCA establishes an orphan fund (the " Orphan Fund ") to help pay the costs to suspend, abandon, remediate and reclaim a well, facility or pipeline included in the AB LLR Program and the AB OWL Program if a licensee or working interest participant becomes insolvent or is unable to meet its obligations. Licensees in the AB LLR Program and the AB OWL Program fund the Orphan Fund through a levy administered by the AER. However, given the increase in orphaned oil and natural gas assets, the Government of Alberta has loaned the Orphan Fund approximately $335 million to carry out abandonment and reclamation work. In response to the COVID-19 pandemic, the Government of Alberta also covered $113 million in levy payments that licensees would otherwise have owed to the Orphan Fund, corresponding to the levy payments due for the first six months of the AER's fiscal year. A separate orphan levy applies to persons holding licences subject to the AB LF Program. Collectively, these programs are designed to minimize the risk to the Orphan Fund posed by the unfunded liabilities of licensees and to prevent the taxpayers of Alberta from incurring costs to suspend, abandon, remediate and reclaim wells, facilities or pipelines. Under the new AB LMF, the Orphan Well Association has broader authority to assist in the reclamation and remediation of wells, facilities or pipelines.
The Supreme Court of Canada's decision in Orphan Well Association v Grant Thornton (also known as the " Redwater " decision) provides the backdrop for Alberta's approach to liability management. As a result of the Redwater decision, receivers and trustees can no longer avoid the AER's legislated authority to impose abandonment orders against licensees or to require a licensee to pay a security deposit before approving a transfer when such a licensee is subject to formal insolvency proceedings. This means that insolvent estates can no longer disclaim assets that have reached the end of their productive lives (and therefore represent a net liability) in order to deal primarily with the remaining productive and valuable assets without first satisfying any abandonment and reclamation obligations associated with the insolvent estate's assets. In April 2020, the Government of Alberta passed Bill 12: The Liabilities Management Statutes Amendment Act (" LMSAA" ), which came into force on proclamation. The LMSAA places the burden of a defunct licensees' abandonment and reclamation obligations first on the defunct licensee's working interest partners, and second, the AER may order the Orphan Fund to assume care and custody and accelerate the clean-up of wells or sites which do not have a responsible owner.
One important step in the shift to the AB LM Framework has been amendments to Directive 067: Eligibility Requirements for Acquiring and Holding Energy Licences and Approvals (" Directive 067 "), which deals with licensee eligibility to operate wells and facilities. All licence transfers and granting of new well, facility and pipeline licences in Alberta are subject to AER approval. Previously under the AB LMR Program, as a condition of transferring existing AER licences, approvals and permits, all transfers required transferees to demonstrate that they had a liability management rating of 2.0 or higher immediately following the transfer. If transferees did not have the required rating, they would have to otherwise prove to the satisfaction of the AER that they could meet their abandonment and reclamation obligations, through means such as posting security or reducing their existing obligations. However, amendments from April 2021, to Directive 067 expanded the criteria for assessing licensee eligibility. Notably, the recent amendments increase requirements for financial disclosure, detail new requirements for when a licensee poses an "unreasonable risk" of orphaning assets, and adds additional general requirements for maintaining eligibility.
Alongside changes to Directive 067, the AER also introduced Directive 088: Licensee Life-Cycle Management (" Directive 088 ") in December 2021 under the AB LM Framework. Directive 088 replaces, to an extent, the AB LLR Program with the AB LCA. Whereas the AB LLR Program previously assessed a licensee based on a liability rating determined by the ratio of a licensee's deemed asset value relative to the deemed liability value of its oil and gas wells and facilities, the AB LCA now considers a wider variety of factors and is intended to be a more comprehensive assessment of corporate health. Such factors are wide reaching and include: (i) a licensee's financial health; (ii) its established total magnitude of liabilities; (iii) the remaining lifespan of its mineral resources; (iv) the management of its operations; (v) the rate of closure activities for its liabilities; and (vi) and its compliance with administrative and regulatory requirements. These various factors then feed into a broader holistic assessment of a licensee under the AB LM Framework. In turn, that holistic assessment provides the basis for assessing risk posed by licence
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transfers, as well as any security deposit that the AER may require from a licensee in the event that the regulator deems a licensee at risk of not being able to meet its liability obligations. However, the liability management rating under the LLR Program is still in effect for other liability management programs such as the AB OWL Program and the AB LF Program, and will remain in effect until a broadened scope of Directive 088 is phased in over time.
In addition to the AB LCA, Directive 088 also implemented other new liability management programs under the AB LM Framework. These include the AB LM Program and the AB IR Program. Under the AB LM Program the AER will continuously monitor licensees over the life-cycle of a project. If, under the AB LM Program, the AER identifies a licensee as high risk, the regulator may employ various tools to ensure that a licensee meets its regulatory and liability obligations. In addition, under the AB IR Program the AER sets industry wide spending targets for abandonment and reclamation activities. Licensees are then assigned a mandatory licensee specific target based on the licensee's proportion of provincial inactive liabilities and the licensee's level of financial distress. Certain licensees may also elect to provide the AER with a security deposit in place of their closure spend target. During the summer of 2022, the AER announced that it would increase spend targets for liabilities in 2023 from $422 million to $700 million and released forecasted targets through 2027, each of which are expected to increase annually by 9%.
The Government of Alberta followed the announcement of the AB LM Framework with amendments to the Oil and Gas Conservation Rules and the Pipeline Rules in late 2020. The changes to these rules fall into three principal categories: (i) they introduce "closure" as a defined term, which captures both abandonment and reclamation; (ii) they expand the AER's authority to initiate and supervise closure; and (iii) they permit qualifying third parties on whose property wells or facilities are located to request that licensees prepare a closure plan.
As part of its strategy to encourage the decommissioning, remediation and reclamation of inactive or marginal crude oil and natural gas infrastructure, the AER announced a voluntary area-based closure (" ABC ") program in 2018. The ABC program is designed to reduce the cost of abandonment and reclamation operations through industry collaboration and economies of scale. Participants seeking to participate in the program must commit to an inactive liability reduction target to be met through closure work of inactive assets. The ABC, together with the inventory reduction program implemented under the AB LMF, which implements mandatory closure spend targets over a 5-year rolling period, will enable companies to work together to share the costs of cleaning up multiple sites in one area.
British Columbia
The BC Commission previously oversaw a Liability Management Rating Program (the " BC LMR Program "), which is designed to manage public liability exposure related to oil and natural gas activities by ensuring that permit holders carry the financial risks and regulatory responsibility of their operations through to regulatory closure. In the spring of 2019, the BC Commission introduced a Comprehensive Liability Management Plan (" CLMP "). The purpose of the CLMP is to ensure that 100% of the costs associated with the reclamation of oil and natural gas sites is paid by industry, rather than the Government of British Columbia or residents of British Columbia. Pursuant to the CLMP, the BC Commission is implementing a Permittee Capability Assessment (" PCA ") program. Similar to the framework to be implemented in Alberta, the PCA program is intended to be a holistic evaluation of permittees throughout the development life cycle and is intended to replace the BC LMR Program. The PCA program is intended to mitigate risk and minimize pressure on the Orphan Site Reclamation Fund.
In the spring of 2019, a liability-based levy paid to the Orphan Site Reclamation Fund (" OSRF ") replaced the orphan site reclamation fund tax paid by permit holders. Similar to Alberta's Orphan Fund, the OSRF is an industry-funded program created to address the abandonment and reclamation costs for orphan sites. Permit holders are required to pay their proportionate share of the levy. The OGAA permits the BC Commission to impose more than one levy in a given calendar year.
The Dormancy and Shutdown Regulation (the " Dormancy Regulation ") establishes the first set of legally imposed timelines for the restoration of oil and natural gas wells in Western Canada. The Dormancy
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Regulation classifies different sites based on activity levels associated with each site, with a goal of ensuring that 100% of currently dormant sites are reclaimed by 2036 with additional regulated timelines for sites that become dormant between 2019 and 2023 or become dormant after 2024. A permit holder will have varying reporting, decommissioning, remediation and reclamation obligations that depend on the classification of its sites. Any permit holder that has a dormant site in its portfolio must develop and submit an annual work plan to the BC Commission, outlining its decommissioning and restoration activities for each calendar year. The permit holder must also prepare and submit a retrospective annual report within 60 days of the end of the calendar year in which it conducted the work outlined in the corresponding annual work plan. The BC Commission is currently drafting proposed amendments to expand the Dormancy Regulation to include pipelines, facilities and related activities. The comment period on the draft policy changes ended on July 30, 2022. It is unknown when the amended regulation is expected to be implemented.
Federal and Provincial Support for Liability Management
As part of an announcement of federal relief for Canada's petroleum and natural gas industry in response to COVID-19, the federal government pledged $1.72 billion to clean up orphan and inactive wells in Alberta, Saskatchewan and British Columbia. These funds were administered by regulatory authorities in each province and disbursed through various provincial programs. The majority of these funds have now been allocated and disbursed.
Climate Change Regulation
Climate change regulation at each of the international, federal and provincial levels has the potential to significantly affect the regulation of the oil and natural gas industry in Canada. These impacts are uncertain and it is not possible to predict the extent of future requirements. Any new laws and regulations (or additional requirements to existing laws and regulations) could have a material impact on Logan's operations and cash flow. An example of a change in policy that may impact the petroleum and natural gas industry is the International Maritime Organization's implementation of regulations that limit the sulphur content of marine fuel oil, reducing the permissible amount of sulphur from 3.5% to 0.5%, effective January 1, 2020.
Federal
Canada has been a signatory to the United Nations Framework Convention on Climate Change (the " UNFCCC ") since 1992. Since its inception, the UNFCCC has instigated numerous policy changes with respect to climate governance. On April 22, 2016, 197 countries signed the Paris Agreement, committing to prevent global temperatures from rising more than 2° Celsius above pre-industrial levels and to pursue efforts to limit this rise to no more than 1.5° Celsius. On January 20, 2021, President Biden of the United States signed an executive order to rejoin the Paris Agreement. To date, 189 of the 197 parties to the UNFCCC have ratified the Paris Agreement, including Canada. In December 2019, the United Nations annual Conference of the Parties took place in Madrid, Spain. The Conference concluded with the attendees delaying decisions about a prospective carbon market and emissions cuts until the next climate conference. The result of the 2021 United Nations Climate Change Conference, more commonly referred to as COP26, was the Glasgow Climate Pact, negotiated through consensus of the representatives of the 197 attending parties. Owing to late interventions from India and China, which weakened a move to end coal power and fossil fuel subsidies, the conference ended with the adoption of a less stringent resolution than some anticipated. The Glasgow Climate Pact reaffirms the long-term global goals (including those in the Paris Agreement) to hold the increase in the global average temperature to below 2.0° Celsius above pre-industrial levels and to pursue efforts to limited the temperature increase to 1.5° Celsius above preindustrial levels.
The Government of Canada has pledged to cut its emissions by 30% from 2005 levels by 2030, but indicated in the recent Speech from the Throne (also referred to as the Throne Speech) that it expects to implement policy changes to exceed this target. Specific details have not yet been announced. In connection with this target, the Government of Canada released the Pan-Canadian Framework on Clean Growth and Climate Change in 2016, setting out a plan to meet the federal government's 2030 emissions reduction targets. In March 2022, the Government of Canada also introduced Canada's 2030 Emissions
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Reduction Plan (the 2030 Reduction Plan), which provides the building blocks for the Canadian economy to achieve 40% to 45% emissions reductions below 2005 levels by 2030. The 2030 Reduction Plan includes $9.1 billion in new investments as well as carbon pricing and clean fuels measures to assist in growing economic opportunities for a clean future. Progress of the 2030 Reduction Plan will be reviewed and produced in reports in 2023, 2025 and 2027, with additional targets to be developed for 2035 and 2050.
On December 11, 2020, the Government of Canada released its Healthy Environment and a Healthy Economy Plan (the "HEHE Plan ") which builds on the Pan-Canadian Framework and provides a road map forward to meet Canada's 2030 emissions reduction target. The HEHE Plan includes a $3-billion investment over five years to a Net-Zero Accelerator Fund to invest in projects to decarbonize large emitters, scale-up clean technology and otherwise accelerate industry transformation across all sectors. In addition, the HEHE Plan proposes to invest an additional $964 million over four years towards renewable energy and grid modernization projects and $300 million over five years to advance the use of clean and reliable energy in rural, remote and Indigenous communities. The third component of the HEHE Plan pertains to zero emission vehicles. This includes investing an additional $287 million to continue the federal government's Incentives for Zero-Emission Vehicles program until March 2022, $150 million over three years towards charging and refueling stations across Canada, and $1.5 billion towards a Low-Carbon and Zero-Emissions Fuels Fund to increase the production of low-carbon fuels. Also of relevance to the petroleum and natural gas industry, in June 2022, the federal government introduced the Single-use Plastics Prohibitions Regulations. The regulations prohibit, subject to certain exemptions, the manufacture, import and sale of single-use plastic checkout bags, cutlery, foodservice ware made from or containing problematic plastics, ring carriers, stir sticks and straws. The prohibitions on manufacture and import for sale in Canada and sale and manufacture, import and sale for export come into force on a rolling basis between December 2022 and December 2025.
On November 19, 2020, the federal government announced Bill C-12, an Act respecting transparency and accountability in Canada's efforts to achieve net-zero greenhouse gas emissions by the year 2050. Canada joins over 120 countries in committing to net-zero emissions by 2050, including the UK, Germany, France and Japan. The Canadian Net-Zero Emissions accountability Act became law in June 2021 and legally binds the federal government to a process to achieve net-zero emissions by 2050. The legislation also sets rolling five-year emissions-reduction targets (starting in 2030) and requires emissions reduction plans to reach each target on a reporting basis and enshrine greater accountability and public transparency into Canada's plan for meeting net-zero emissions by 2050 by providing for independent third-party review by the Commissioner of the Environment and Sustainable Development.
On June 21, 2018, the federal government enacted the Greenhouse Gas Pollution Pricing Act (Canada), S.C. 2018, c. 12, s. 186 (" GGPPA "), which came into force on January 1, 2019. This regime has two parts: an output-based pricing system for large industry and a regulatory fuel charge imposing an initial price of $20/tonne of CO2e emissions. This system applies in provinces and territories that request it and in those that do not have their own emissions pricing systems in place that meet the federal standards. The effect of the GGPPA is that, regardless of whether a particular province has enacted legislation of its own, there is a uniform price on emissions across the country.
The price is set to increase to $50/tonne of CO2e on April 1, 2022. In addition, on March 5, 2021, the federal government introduced for comment the Greenhouse Gas Offset Credit System Regulations (Canada) (the " Federal Offset Credit Regulations "). The proposed Federal Offset Credit Regulations are intended to establish a regulatory framework to allow certain kinds of projects to generate and sell offset credits for use in the federal Output-Based Pricing System (" OBPS "). The final Federal Offset Credit Regulations are expected to be put in place before the end of 2021.
Alberta, Saskatchewan, Ontario and Manitoba each challenged the constitutionality of the GGPPA. In both the Saskatchewan and Ontario references, the appellate Courts ruled in favour of the constitutionality of the GGPPA; the Alberta Court of Appeal determined that the GGPPA is unconstitutional. All three judgments were appealed to the Supreme Court of Canada and on March 25, 2021, the majority ruled that the GGPPA is constitutional.
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Manitoba also made an appeal to the Federal Court stating that the federal government did not act properly in imposing a minimum price on carbon because Manitoba was planning to use its own lower price. In October of 2021, the Federal Court rejected Manitoba's argument, stating that the federal government's actions were consistent with the purpose of the GGPPA as was upheld by the Supreme Court of Canada.
Following the Supreme Court's decision upholding the constitutionality of the GGPPA, any province or territory has the flexibility to design their own pricing system, so long as it meets the minimum national stringency standards or federal benchmarks. Currently, the Fuel Charge applies in each of Ontario, Manitoba, Yukon, Alberta, Saskatchewan and Nunavut, while the Output-Based Pricing System applies in Ontario (until December 31, 2021), Manitoba, Prince Edward Island, Yukon, Nunavut and partially in Saskatchewan. The provincial plans for each of Nova Scotia, Prince Edward Island and Newfoundland and Labrador were deemed by the federal government to have fallen short of the federal benchmark, making the federal OBPS applicable in each of those provinces as of July 1, 2023. For so long as the provincial systems in Alberta (under the Technology Innovation and Emissions Reduction (" TIER ") regulation) and Saskatchewan meet the federal stringency standards for the emissions they cover, these systems will continue to apply, with the backstop covering those emissions not covered by the provincial systems, as applicable.
On April 26, 2018, the federal government passed the Regulations Respecting Reduction in the Release of Methane and Certain Volatile Organic Compounds (Upstream Oil and Gas Sector) (the " Federal Methane Regulations "). The Federal Methane Regulations seek to reduce emissions of methane from the petroleum and natural gas industry, and came into force on January 1, 2020. By introducing a number of new control measures, the Federal Methane Regulations aim to reduce unintentional leaks and the intentional venting of methane, as well as ensuring that crude oil and natural gas operations use lowemission equipment and processes. Among other things, the Federal Methane Regulations limit how much methane upstream oil and natural gas facilities are permitted to vent. The federal government anticipates that these actions will reduce annual GHG emissions by about 20 megatonnes by 2030.
As part of its efforts to provide relief to Canada's petroleum and natural gas industry in light of the COVID19 pandemic, on October 29, 2020, the federal government launched the $750-million Emission Reduction Fund to reduce methane and GHG emissions. The fund will provide repayable funding to eligible onshore and offshore crude oil and natural gas companies to support investments to reduce GHG emissions by adopting greener technologies.
In October 2018, the federal government announced a pricing scheme as an alternative for large electricity generators to incentivize a reduction in emissions intensity, rather than encouraging a reduction in generation capacity.
The federal government has enacted the Multi-Sector Air Pollutants Regulation under the authority of the Canadian Environmental Protection Act, 1999 , which seeks to regulate certain industrial facilities and equipment types, including boilers and heaters used in the upstream petroleum and natural gas industry, to limit the emission of air pollutants such as nitrogen oxides and sulphur dioxide.
The federal government announced that it will proceed with the development and implementation of a Clean Fuel Standard (" CFS ") that will require producers, importers and distributors to reduce the emissions intensity of gaseous, liquid and solid fuels. On December 18, 2020, the federal government published proposed CFS regulations, with the Clean Fuel Regulations (" CFS Regulations ") coming into force on June 21, 2022. The CFS Regulations take a performance-based approach to reducing greenhouse gas emissions. The CFS Regulations require suppliers of liquid fuels, such as gasoline, diesel and kerosene to gradually reduce the amount of carbon in their product. Beginning in 2023, the carbon intensity reduction requirement will start at 3.5gCO2e/MJ, increasing by 1.5 gCO2e/MJ each year and reaching 14 gCO2e/MJ in 2030. The standard will apply to any company that domestically produces or imports at least 400 cubic metres of liquid fossil fuels for use in Canada. It is the goal of the program to incentivize innovation and adoption of clean technologies while giving fuel suppliers the ability to meet requirements in a cost-effective way that works for their business. The regulations offer compliance credits, tracked via the Credit and
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Tracking System, and created a market to incentivize industries to innovate and adopt cleaner technologies to lower their compliance costs.
Alberta
On November 22, 2015, the Government of Alberta introduced its Climate Leadership Plan. Under this strategy, the Climate Leadership Act (the " CLA ") came into force on January 1, 2017 and established a fuel charge that was compliant with federal requirements. On December 14, 2016, the Oil Sands Emissions Limit Act came into force, establishing an annual 100 megatonne limit for GHG emissions from all oil sands sites, but the regulations necessary to enforce the limit have not yet been developed. In June 2019, the Government of Alberta repealed the CLA and the federal fuel charge took effect in Alberta. In accordance with the GGPPA, the fuel charge payable in Alberta is currently $50/tonne of CO2e and will increase to $65/tonne on April 1, 2023. In December 2019, the federal government approved Alberta's TIER regulation which applies to large emitters and those who have opted-in. The TIER regulation came into effect on January 1, 2020 and replaced the previous Carbon Competitiveness Incentives Regulations.
The provisions of the TIER regulation required that an interim review of the regulation be completed by December 31, 2022 giving stakeholders an opportunity to provide input on improvements to the TIER system and to enable the regime to meet the updated federal benchmark criteria for the assessment of the carbon pricing systems for 2023 to 2030. Following the comment period, the Technology Innovation and Emissions Amendment Regulation was adopted with certain amendments to the TIER regulation becoming effective January 1, 2023. These amendments include meeting the federal standards for Alberta's carbon pricing system, the creation of sequestration credits for Carbon Capture, Utilization and Storage (" CCUS ") projects and amendments to the number of credits that can be used to meet emission targets. The TIER regulation is set to undergo another review by December 31, 2026.
The TIER regulation applies to emitters that emit more than 100,000 tonnes of CO2e per year in 2016 or any subsequent year. The 2020 target for most TIER-regulated facilities is to reduce emissions intensity by 10% as measured against that facility's individual benchmark, with a further 1% reduction for each subsequent year. Under the amendments, a 2% annual tightening rate will apply to facility-specific and high performance benchmarks. The facility-specific benchmark does not apply to all facilities. Certain facilities, such as those in the electricity sector, are compared against the good-as-best-gas standard. Similarly, for facilities that have already made substantial headway in reducing their emissions, a different "highperformance" benchmark is available to ensure that the cost of ongoing compliance takes this into account. Under the TIER regulation, facilities in high-emitting sectors can opt-in to the program in specified circumstances despite the fact that they do not meet the 100,000 tonne threshold. The amendments reduced the threshold for those to opt-in from 10,000 tonnes of CO2e to 2,000 tonnes of CO2e per year. To encourage compliance with the emissions intensity reduction targets, TIER-regulated facilities must provide annual compliance reports and facilities that are unable to achieve their targets may either purchase credits from other facilities, purchase carbon offsets or pay a levy to the Government of Alberta. The TIER regulation will continue to apply in Alberta for so long as it meets the federal stringency standards and the federal backstop will apply to the emission sources not covered by the TIER program.
The Government of Alberta aims to lower annual methane emissions by 45% by 2025. Pursuant to this goal, the Government of Alberta enacted the Methane Emission Reduction Regulation (the " Alberta Methane Regulations ") on January 1, 2020, and the AER simultaneously released an updated edition of Directive 060: Upstream Petroleum Industry Flaring, Incinerating, and Venting (" Directive 060 "). The release of the updated Directive 060 complements a previously released update to Directive 017: Measurement Requirements for Oil and Gas Operations that took effect in December 2018. Together, these new directives represent Alberta's first step toward achieving its 2025 goal. In November 2020, the Government of Canada and the Government of Alberta reached an equivalency agreement with respect to the Alberta Methane Regulations and the Federal Methane Regulations in which an order was declared that the Federal Methane Regulations will cease to apply in Alberta as of January 1, 2023.
Alberta was also the first jurisdiction in North America to direct dedicated funding to implement carbon capture and storage technology across industrial sectors. Alberta has committed $1.24 billion through 2025
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to fund two commercial-scale carbon capture and storage projects that will begin commercializing the technology on the scale needed to be successful. Both projects will help reduce the CO2 emissions from the oil sands and fertilizer sectors and reduce GHG emissions by 2.76 million megatonnes per year. On December 2, 2010, the Government of Alberta passed the Carbon Capture and Storage Statutes Amendment Act, 2010 , which deemed the pore space underlying all land in Alberta to be, and to have always been, the property of the Crown and provided for the assumption of long-term liability for carbon sequestration projects by the Crown, subject to the satisfaction of certain conditions. This legislation is intended to encourage new carbon capture and storage projects in Alberta.
On November 5, 2021, the Government of Alberta released the Alberta Hydrogen Roadmap. Hydrogen is positioned to play a significant role in the de-carbonization of the global economy and Alberta has significant opportunity to play a major role both nationally and internationally. The Hydrogen Roadmap is divided into two phases. The first phase focuses on establishing policy, investing in technology to reduce the carbon intensity of hydrogen production and accelerating commercialization across the supply chain. The second phase will focus on growth and achieving scale through improved technologies and commercialization. The Alberta Utilities Commission also released its Hydrogen Inquiry Report in September 2022 which reviewed the viability and impacts of hydrogen blending into natural gas distribution systems in Alberta.
In May 2021, the Government of Alberta announced a competitive bid process under which it would issue rights for carbon sequestration, focusing on the development of strategically placed carbon sequestration hubs, avoiding stand-alone injection operations. As of the fall of 2022, the Government of Alberta approved a total of 25 hub proposals through two competitive bid processes. The selected companies will begin exploring how to safely develop their carbon storage hubs. If a proponent can successfully demonstrate their project can provide permanent storage, companies will have the opportunity to apply for the right to inject captured carbon dioxide at such project. The Government of Alberta has also announced it will invest $40 million in 11 CCUS hub projects through Emissions Reduction Alberta.
British Columbia
In August 2016, the Government of British Columbia launched its Climate Leadership Plan, which aims to reduce British Columbia's net annual emissions by up to 25 million tonnes below current forecasts by 2050 and recommit the province to achieving its target of reducing emissions by 80% below 2007 levels by 2050. British Columbia was also the first Canadian province to implement a revenue-neutral fuel charge. The fuel charge is currently set at $50/tonne of CO2e. As noted above, the pollution pricing system in British Columbia currently meets the federal stringency requirements, and in order to maintain its application, the fuel charge will increase to $65/tonne of CO2e in 2023 to maintain compliance with the federal benchmark.
In January 2016, the Greenhouse Gas Industrial Reporting and Control Act (the " GGIRCA ") came into effect, which streamlined the regulatory process for large emitting facilities. The GGIRCA sets out various performance standards for different industrial sectors and provides for emissions offsets through the purchase of credits or through emission offsetting projects.
In December 2018, the Government of British Columbia announced an updated clean energy plan, (" CleanBC "), which seeks to ensure that British Columbia achieves 75% of its GHG emissions reduction target by 2030. The CleanBC plan includes a number of strategies targeting the industrial, transportation construction and waste sectors of the British Columbia economy. Key initiatives include: (i) increasing the generation of electricity from clean and renewable energy sources; (ii) imposing a 15% renewable content requirement in natural gas by 2030; (iii) requiring fuel suppliers to reduce the carbon intensity of diesel and gasoline by 20% by 2030; (iv) investing in the electrification of oil and natural gas production; (v) reducing 45% of methane emissions associated with natural gas production; and (vi) incentivizing the adoption of zero-emissions vehicles. On July 6, 2021, the Government of British Columbia released the B.C. Hydrogen Strategy, which lays out a framework for the province to utilize hydrogen in support of its CleanBC plan. The Strategy sets out 63 actions to be undertaken over three periods of time: (i) short term (2020-2025), (ii) medium term (2025-2030) and (iii) long term (2030-beyond).
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In October 2021, the Government of British Columbia announced a more ambitious climate change plan called the CleanBC Roadmap to 2030 (the " CleanBC Roadmap "), aimed at helping British Columbia achieve its 2030 emission reduction targets established under the CleanBC plan. The CleanBC Roadmap includes plans for, among other things, laws requiring 90% of new passenger vehicles sold in the province to be zero-emission by 2030, all new buildings to be zero-carbon beginning in 2030, the electrification of public transit and ferries and for increased support for clean hydrogen and negative emissions technology. Further, the CleanBC Roadmap plans to increase carbon taxation in the province to meet or exceed the federal GGPPA benchmark.
In January 2019, the BC Commission announced a series of amendments to the British Columbia Drilling and Production Regulation that will require facility and well permit holders to, among other things, reduce natural gas leaks and curb monthly natural gas emissions from their equipment and operations. These new rules came into effect on January 1, 2020. In November 2020, the Government of Canada and the Government of British Columbia announced that they had finalized an equivalency agreement regarding the reduction of methane emissions such that the Federal Methane Regulations will not apply in British Columbia. The equivalency agreement will be in place for a period of five (5) years.
Accountability and Transparency
In 2015, the federal government's Extractive Sector Transparency Measures Act (" ESTMA ") came into effect, which imposed mandatory reporting requirements on certain entities engaged in the "commercial development of oil, gas or minerals", including exploration, extraction and holding permits. All companies subject to ESTMA must report payments over CAD$100,000 made to any level of a Canadian or foreign government, including royalty payments, taxes (other than consumption taxes and personal taxes), fees, production entitlements, bonuses, dividends (other than ordinary dividends paid to shareholders), infrastructure improvement payments and other prescribed categories of payments.
RISK FACTORS
Logan is subject to both risks that directly affect Logan's business and operations, as well as indirect risks that impact third parties or the industry generally. The risks set out below are not an exhaustive list and should not be taken as a complete summary or description of all the risks associated with Logan's business, the business of third parties with whom Logan conducts business and the crude oil and natural gas business in general. If any event arising from the risk factors set forth below occurs, Logan's business, prospects, financial condition, results of operation or cash flows and in some cases, its reputation, could be materially adversely affected. Additional risks and uncertainties not presently known to Logan or that Logan currently considers immaterial may also impair the business and operations of Logan and cause the price of the Logan Shares to decline.
Readers should carefully consider the risk factors set out below and consider all other information contained herein before making an investment decision. Readers are also encouraged to carefully consider the risk factors set out in the Information Circular under " Risk Factors " in conjunction with the risk factors set out in this Appendix.
Risks Relating to the Spin-Out and the Distribution
Possible Failure to Realize Anticipated Benefits of the Spin-Out and the Distribution
Logan is proposing to position itself in the oil and natural gas industry and to create the opportunity to realize certain benefits. Achieving the benefits set out in Logan's business strategy depends in part on factors outside of Logan control, including, but not limited to, commodity prices, regulatory regimes and tax and royalty regimes. The consideration for the Logan Assets pursuant to the Logan Conveyance Agreement is partially based on engineering and economic assessments made by independent petroleum engineers as well as actual historical financial and operating results. These assessments and historical results include a number of material assumptions and factors regarding matters such as recoverability and marketability
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of oil, natural gas and NGLs, future prices of oil, natural gas and NGLs, and operating costs, future capital expenditures and royalties and other government levies which will be imposed over the producing life of the reserves. Many of these factors are subject to change and are beyond the control of the operators of the Logan Assets. In particular, changes in the prices of and markets for petroleum, natural gas, NGLs and sulphur from those anticipated at the time of making such assessments will affect the return on the value of the Logan Shares. In addition, all such assessments involve a measure of geological and engineering uncertainty which could result in lower production and reserves than that attributed to the Logan Assets.
Acquisitions of oil and gas properties or companies are based in large part on engineering, environmental and economic assessments made by the acquiror, independent engineers and consultants. These assessments include a series of assumptions regarding such factors as recoverability and marketability of oil and natural gas, environmental restrictions and prohibitions regarding releases and emissions of various substances, future prices of oil and gas, future operating costs, future capital expenditures and royalties and other government levies which will be imposed over the producing life of the reserves. Many of these factors are subject to change and are beyond the control of Logan. All such assessments involve a measure of geologic, engineering, environmental and regulatory uncertainty that could result in lower production and reserves or higher operating or capital expenditures than anticipated. Although select title and environmental reviews are conducted prior to any purchase of resource assets, such reviews cannot guarantee that any unforeseen defects in the chain of title will not arise to defeat Logan title to certain assets or that environmental defects, liabilities or deficiencies do not exist or are greater than anticipated. Such deficiencies or defects could adversely affect the value of the Logan Assets and Logan securities.
Failure to Complete the Logan Financing
There is no assurance that the Logan Financing will be completed or that the number of Logan Shares or Logan Units that will be issued pursuant to the Logan Financing will be equal to the anticipated number of Logan Shares and Logan Units, respectively. The Logan Financing will be subject to the approval of the TSXV, and the approval by the Spartan Shareholders at the Meeting. In the event that the Logan Financing is not completed or that the number of Logan Shares or Logan Units issued pursuant to the Logan Financing is less than anticipated, Logan may need to seek additional debt and/or equity financing. For more details, please see " The Transaction – Logan Energy Corp. " and " Approval of the Logan Financing " in the Information Circular, and " Available Funds and Principal Purposes " in this Appendix "A".
Risks Relating to the Management of Logan
Reliance on Key Personnel
Logan's success will depend in large measure on certain key personnel. The loss of the services of such key personnel may have a material adverse effect on Logan's business, financial condition, results of operations and prospects. Logan does not, and will not, have any key person insurance in effect for Logan. In addition, the competition for qualified personnel in the oil and natural gas industry is intense and there can be no assurance that Logan will be able to continue to attract and retain all personnel necessary for the development and operation of the business of Logan. Any inability on the part of Logan to attract and retain qualified personnel may delay or interrupt the exploration for, and development and production of, oil and natural gas with respect to the Logan Assets. Sustained delays or interruptions could have a material adverse effect on the financial condition and performance of Logan. In addition, rising personnel costs would adversely impact the costs associated with the exploration for, and development and production of, oil and natural gas in respect of the Logan Assets, which could be significant and material.
Potential Conflicts of Interest
There may be circumstances in which the interests of Logan and its affiliates will conflict with those of shareholders. Logan and its affiliates may acquire oil and natural gas a properties on their own behalf or on behalf of persons other than the shareholders. Neither Logan, nor its management, will carry on their full-time activity on behalf of shareholders and, when acting on their own behalf or on behalf of others, may at times act in competition with the interests of shareholders. In the event of such conflicts, decisions will
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be made on a basis consistent with the provisions of any relevant contractual arrangements and objectives and financial resources of each group of interested parties. Logan will use all reasonable efforts to resolve such conflicts of interest in a manner which will treat Logan, and the other interested party, fairly taking into account all of the circumstances of Logan and such interested party and to act honestly and in good faith in resolving such matters.
Circumstances may arise where members of the Logan Board are directors or officers of corporations which are in competition to the interests of Logan. No assurances can be given that opportunities identified by such board members will be provided to Logan.
Certain directors of Logan are also directors of other oil and gas companies, including Spartan, and as such may, in certain circumstances, have a conflict of interest requiring them to abstain from certain decisions. Conflicts, if any, will be subject to the procedures and remedies of the ABCA which require a director or officer of a corporation who is a party to, or is a director or an officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with Logan to disclose his or her interest and, in the case of directors, to refrain from voting on any matter in respect of such contract unless otherwise permitted under the ABCA. See " Directors and Executive Officers – Conflicts of Interest " in this Appendix.
Management of Growth
Logan may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of Logan to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of Logan to deal with this growth may have a material adverse effect on Logan's business, financial condition, results of operations and prospects.
Internal Controls
Effective internal controls are necessary for Logan to provide reliable financial reports and to help prevent fraud. Although Logan will undertake a number of procedures in order to help ensure the reliability of its financial reports, including those imposed on it under Canadian securities laws, Logan cannot be certain that such measures will ensure that Logan will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm Logan's results of operations or cause it to fail to meet its reporting obligations. If Logan or its independent auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in Logan's financial statements and harm the trading price of the Logan Shares.
Discretion in Use of Funds
Logan currently intends to use the funds received from the Logan Financing as described under "Available Funds and Principal Purposes " in this Appendix. While Logan currently intends to use the funds as described herein, there may be circumstances that are not known at this time where a reallocation of available funds may be advisable for business reasons that management believes are in Logan's best interests. As a result, there is no assurance Logan will use the available funds as stated. Management will have discretion in the actual application of available funds and the failure by management to apply these funds effectively could have a material adverse effect on the business of Logan.
Risks Relating to an Investment in the Logan Shares
No Prior Public Market for Logan Shares
Prior to the listing of the Logan Shares on the TSXV, no public market will exist for the Logan Shares. Logan has applied to list the Logan Shares (including all Logan Shares issuable upon exercise of the Logan
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Transaction Warrants and the Logan Financing Warrants) on the TSXV. It is a condition to the completion of the Transaction that the TSXV shall have conditionally approved the listing of the Logan Shares to be issued pursuant to the Logan Conveyance Agreement. Listing of the Logan Shares will be subject to Logan meeting and fulfilling all listing requirements of the TSXV. There is no assurance that Logan will meet the listing requirements of the TSXV. There can be no assurance that the Logan Shares will be listed on the TSXV. A failure to list the Logan Shares on a designated stock exchange could result in a determination that the Logan Shares are not qualified investments under the Tax Act for Deferred Plans and would likely render such shares "taxable Canadian property" for purposes of the Tax Act. An active and liquid market for the Logan Shares may not develop following the completion of the Distribution or, if developed, may not be maintained. If an active public market does not develop or is not maintained, purchasers may have difficulty selling their Logan Shares.
Substantial Capital Requirements
Logan anticipates making substantial capital expenditures for the acquisition, exploration, development and production of the Logan Assets and other oil and natural gas reserves in the future. As future capital expenditures will be financed out of cash generated from operations, borrowings and possible future equity sales, Logan's ability to do so is dependent on, among other factors:
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the overall state of the capital markets;
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Logan's credit rating;
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commodity prices;
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interest rates;
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royalty rates;
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tax burden due to current and future tax laws; and
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investor appetite for investments in the energy industry and Logan's securities in particular.
Further, if Logan's revenues or reserves decline, it may not have access to the capital necessary to undertake or complete future drilling programs. The conditions in, or affecting, the oil and natural gas industry have negatively impacted the ability of oil and natural gas companies, including Logan, to access additional financing and/or the cost thereof. In addition, uncertain levels of near term industry activity exposes Logan to additional access to capital risk. There can be no assurance that debt or equity financing, or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to Logan. Logan may be required to seek additional equity financing on terms that are highly dilutive to existing shareholders. The inability of Logan to access sufficient capital for its operations could have a material adverse effect on Logan's business financial condition, results of operations and prospects.
Additional Funding Requirements
Logan's cash flow from its reserves may not be sufficient to fund its ongoing activities at all times. From time to time, Logan may require additional financing in order to carry out its oil and gas acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause Logan to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations. Due to the conditions in the oil and natural gas industry and/or global economic and political volatility, Logan may, from time to time, have restricted access to capital and increased borrowing costs. The current conditions in the oil and natural gas industry have negatively impacted the ability of oil and natural gas companies to access, or the cost of, additional financing.
If Logan's revenues from its reserves decrease as a result of lower oil and natural gas prices or otherwise, it will affect Logan's ability to expend the necessary capital to replace its reserves or to maintain its production. If Logan's funds from operations are not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or, if available will be on terms acceptable to Logan. Continued uncertainty in domestic and international credit markets could materially affect Logan's ability to access sufficient capital for its capital
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expenditures and acquisitions, and as a result, may have a material adverse effect on Logan's ability to execute its business strategy and on its business, financial condition, results of operations and prospects.
Variations in Foreign Exchange Rates and Interest Rates
World oil and gas prices are quoted in United States dollars and the price received by Canadian producers is therefore affected by the Canadian/U.S. dollar exchange rate, which will fluctuate over time. Material increases in the value of the Canadian dollar negatively impact Logan's production revenues. Future Canadian/United States exchange rates could accordingly impact the future value of Logan's reserves as determined by independent evaluators. Although a low value of the Canadian dollar relative to the United States dollar may positively affect the price Logan receives for its oil and natural gas production, it could also result in an increase in the price for certain goods used for Logan's operations, which may have a negative impact on Logan's financial results.
To the extent that Logan engages in risk management activities related to foreign exchange rates, there is a credit risk associated with counterparties with which Logan may contract. In addition, an increase in interest rates could result in a significant increase in the amount Logan pays to service debt, which could negatively impact the market price of the Logan Shares.
Future Sales or Issuances of Logan Shares and the Price of Logan Shares
Future sales, or the ability for sale, of substantial amounts of the Logan Shares in the public market could adversely affect the prevailing market price for the Logan Shares. If Logan shareholders sell substantial amounts of their Logan Shares in the public market, the market price of the Logan Shares could decline these sales might also make it more difficult for Logan to sell equity or equity-related securities in the future at a time and price that Logan deems appropriate.
Upon the closing of the Spin-Out and the Distribution, but prior to giving effect to the Logan Financing or the exercise of any Logan Transaction Warrants, Logan will have 173.1 million Logan Shares issued and outstanding. Logan expects that all of the Logan Shares delivered to eligible Spartan Shareholders pursuant to the Distribution will be freely transferable without restriction or further registration under Canadian securities laws. See " The Transaction – Canadian Securities Law Matters " in the Information Circular.
Issuance of Debt
From time-to-time Logan may enter into transactions to acquire assets or the shares of other organizations. These transactions may be financed in whole or in part with debt, which may increase Logan's debt levels above industry standards for oil and natural gas companies of similar size. Depending on future exploration and development plans, Logan may require additional equity and/or debt financing that may not be available or, if available, may not be available on favourable terms. Neither Logan's articles nor its by-laws limit the amount of indebtedness that Logan may incur. The level of Logan's indebtedness from time to time, could impair Logan's ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise.
Volatility of Market Price of Logan Shares
The trading price of securities of crude oil and natural gas issuers is subject to substantial volatility often based on factors related and unrelated to the financial performance or prospects of the issuers involved. The volatility may affect the ability of holders to sell the Logan Shares at an advantageous price. Factors unrelated to Logan's performance could include macroeconomic developments nationally, within North America or globally, domestic and global commodity prices and/or current perceptions of the crude oil and natural gas market. This includes, but is not limited to, changing and in some cases, negative investor sentiment towards energy-related businesses. In recent years, the volatility of crude oil and natural gas commodity prices, and the securities of issuers involved in the crude oil and natural gas business, has increased due, in part, to the implementation of computerized trading and the decrease of discretionary
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commodity trading. Similarly, recent market prices in the securities of crude oil and natural gas issuers relative to other industry sectors have led to lower crude oil and natural gas representation in certain key equity market indices. The volatility, trading volume and market price of crude oil and natural gas have been impacted by increasing investment levels in passive funds that track major indices and only purchase securities included in such indices and subsequently dispose of those securities if they are excluded from such indices. In addition, many institutional investors, pension funds and insurance companies, including government sponsored entities, have implemented investment strategies increasing their investments in low-carbon assets and businesses while decreasing the carbon intensity of their portfolios through, among other measures, divestments. Similarly, the market price of the Logan Shares could be subject to significant fluctuations in response to variations in Logan's operating results, financial condition, liquidity and other internal factors. Accordingly, the price at which the Logan Shares will trade cannot be accurately predicted.
Similarly, the market price of the Logan Shares may be due to Logan's operating results failing to meet the expectations of securities analysts or investors in any quarter, downward revision in securities analysts' estimates, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by Logan or its competitors, along with a variety of additional factors, including, without limitation, those set forth under " Notice to Reader – Special Note Regarding Forward-Looking Statements ". In addition, in recent years the market price for securities in the stock markets, including the TSXV, experienced significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the market prices of the Logan Shares.
Dilution
Logan may make future acquisitions or enter into financings or other transactions involving the issuance of securities of Logan which may be dilutive.
Dividends
Logan does not intend to pay dividends on its outstanding shares. Payment of dividends in the future will be dependent on, among other things, the cash flow, results of operations and financial condition of Logan, the need for funds to finance ongoing operations and other considerations, as the Logan Board of Directors considers relevant. See " Dividend Policy " in this Appendix "A".
Risks Relating to Logan and the Logan Assets
Volatility in the Petroleum and Natural Gas Industry
Market events and conditions, including global excess crude oil and natural gas supply, actions taken by OPEC+, sanctions against, and civil unrest in, Iran and Venezuela, slowing growth in China and emerging economies, market volatility and disruptions in Asia, weakening global relationships, conflict between the United States and Iran, isolationist and punitive trade policies, increased United States shale production, sovereign debt levels, world health emergencies (including the COVID-19 pandemic) and political upheavals in various countries including growing anti-fossil fuel sentiment, have caused significant volatility in commodity prices. Following extreme supply/demand imbalance in 2020, the crude oil and natural gas industry rebounded strongly throughout 2021, with oil prices reaching their highest levels in six years. However, the ongoing war in the Ukraine and price caps and sanctions on oil from Russia have impacted demand and oil prices throughout the latter half of 2022. It is anticipated that the oil and natural gas industry will experience more pressure from investors to take meaningful strides towards combating climate change in the upcoming years, including diversifying their energy portfolios. These events and conditions have caused a significant decrease in the valuation of crude oil and natural gas companies and a decrease in confidence in the petroleum and natural gas industry. These difficulties have been exacerbated in Canada by political and other actions resulting in uncertainty surrounding regulatory, tax, royalty changes and environmental regulation. See " Royalties and Incentives ", " Regulatory Authorities and Environmental Regulation " and " Climate Change Regulation " in "Industry Conditions ". In addition, difficulties encountered
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by midstream proponents to obtain the necessary approvals on a timely basis to build pipelines, liquefied natural gas plants and other facilities to provide better access to markets for the petroleum and natural gas industry in Western Canada and cross-border with the United States has led to additional downward price pressure on crude oil and natural gas produced in Western Canada. The resulting price differential between Western Canadian Select crude oil, Brent and West Texas Intermediate crude oil has created uncertainty and reduced confidence in the petroleum and natural gas industry in Western Canada (see " Industry Conditions – Pricing and Marketing in Canada – Transportation Constraints, Pipeline Capacity and Market Access ").
Lower commodity prices may also affect the volume and value of Logan's reserves, especially as certain reserves become uneconomic. In addition, lower commodity prices could impact Logan's cash flow which could result in a reduced capital expenditure budget. As a result, Logan may not be able to replace its production with additional reserves and both Logan's production and reserves could be reduced on a yearover-year basis. See " Risk Factors - Reserve Estimates ". Given the current market conditions and the lack of confidence in the Canadian oil and natural gas industry, Logan may have difficulty borrowing or raising additional funds in the future or if it is able to do so, it may be on unfavourable and highly dilutive terms. Low commodity prices could impact Logan's cash flow to the extent it may not be sufficient to continue to fund operations and to satisfy obligations when due and will require additional equity or debt financing and/or proceeds from asset sales. There can be no assurance that such equity or debt financing will be available on terms that are satisfactory or at all. Similarly, there can be no assurance that Logan will be able to realize any or sufficient proceeds from asset sales to discharge its obligations. See " Risk Factors - Additional Funding Requirements ".
Commodity Prices, Markets and Marketing
The marketability and price of oil and natural gas that may be acquired, discovered or produced by Logan is, and will continue to be, affected by numerous factors beyond its control. Logan's ability to market its crude oil and natural gas may depend upon its ability to acquire space on pipelines that deliver oil and natural gas to commercial markets or contract for the delivery of crude oil by rail (see " Industry Conditions – Pricing and Marketing in Canada" and "Risk Factors – Volatility in the Petroleum and Natural Gas Industry"). Logan may also be affected by deliverability uncertainties related to the proximity of its reserves to pipelines, railway lines processing and storage facilities; and operational problems affecting such pipelines, railway lines and facilities as well as extensive government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of crude oil and natural gas and many other aspects of the crude oil and natural gas business.
The prices of crude oil and natural gas prices are expected to remain volatile for the near future because of market uncertainties over the supply and demand of these commodities due to the current state of the world economies, shale oil production in the United States, OPEC actions, political uncertainties, sanctions imposed on certain oil producing nations by other countries, conflicts in the Middle East and ongoing credit and liquidity concerns. Prices for crude oil and natural gas are also subject to the availability of foreign markets and the ability to access such markets. Any material decline in prices or a continued low crude oil and natural gas price environment could result in a reduction of Logan's anticipated net production revenue. The economics of producing from some wells may change as a result of lower prices, which could result in reduced production of oil or natural gas and a reduction in the volumes of Logan's reserves. Logan might also elect not to produce from certain wells at lower prices. See " Industry Conditions - Pricing and Marketing in Canada – Transportation Constraints, Pipeline Capacity and Market Access " and " Risk Factors – Volatility in the Petroleum and Natural Gas Industry ".
Volatile crude oil and natural gas prices make it difficult to estimate the value of producing properties for acquisitions and often cause disruption in the market for crude oil and natural gas producing properties, as buyers, sellers, lessors and lessees have difficulty agreeing on the value or terms of such arrangements. Price volatility also makes it difficult to budget for and project the return on potential acquisitions, divestitures or leasing opportunities. See "Risk Factors – Volatility in the Petroleum and Natural Gas Industry".
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All of these factors could negatively impact expected net production revenue and cause a reduction in Logan's future crude oil and natural gas acquisition, exploration, development and production activities. Any substantial and extended decline in or continued low crude oil and natural gas prices would have an adverse effect on Logan's carrying value of its reserves, borrowing capacity, revenues, profitability and cash flows from operations and may have a material adverse effect on Logan's business and financial condition.
Project Risks
In connection with the Logan Assets, Logan will manage a variety of small and large projects in the conduct of its business. Project interruptions may delay expected revenues from operations. Significant project cost overruns could make a project uneconomic. Logan's ability to execute projects and market oil and natural gas depends upon numerous factors beyond Logan's control, including the following: processing capacity availability; availability and proximity of pipeline capacity; availability of storage capacity; availability of, and the ability to acquire, water supplies needed for drilling and hydraulic fracturing; Logan's ability to dispose of water used or removed from strata at a reasonable cost and in accordance with applicable environmental regulations; effects of inclement weather; availability of drilling and related equipment; unexpected cost increases; accidental events; currency fluctuations; regulatory changes; political uncertainty; availability and productivity of skilled labour; environmental activism that potentially results in delays or cancellations of projects; litigation and regulation of the oil and natural gas industry by various levels of government and governmental agencies.
These factors could result in Logan being unable to execute projects on time, on budget, or at all and may be unable to effectively market its oil and natural gas products.
Reliance on Operators, Management and Key Personnel
The operations and management of Logan require the recruitment and retention of a skilled workforce, including engineers, technical personnel and other professionals. The loss of key members of such workforce, or a substantial portion of the workforce as a whole, could result in the failure to implement Logan's business plans which could have a material adverse effect on Logan's business, financial condition, results of operations and prospects. Logan's success will be, in part, dependent on the performance of its key managers and consultants. Failure to retain the managers and consultants, or to attract or retain additional key personnel, with the necessary skills and experience could have a materially adverse impact upon Logan's growth and profitability. Logan does not carry key person insurance. The contributions of the existing management team to the immediate and near-term operations of Logan are likely to be of central importance. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of Logan. In addition, Logan may not be the operator of certain oil and natural gas properties in which it acquires an interest. To the extent Logan is not the operator of its oil and natural gas properties, Logan will be dependent on such operators for the timing of activities related to such properties and will largely be unable to direct or control the activities of the operators.
Third-Party Credit Risk and Delays
Logan is or may be exposed to third-party credit risk through its contractual arrangements with its current or future joint venture partners, marketers of its petroleum and natural gas production, suppliers and other parties. In the event such entities fail to meet their contractual obligations to Logan, such failures could have a material adverse effect on Logan and its adjusted funds flow. In addition, poor credit conditions in the industry and of joint venture partners may impact a joint venture partner's willingness to participate in Logan's ongoing capital program, potentially delaying the program and the result of such program until Logan finds a suitable alternative partner.
In addition to the usual delays in payments by purchasers of oil and natural gas to Logan or to the operators, and the delays by operators in remitting payment to Logan, payments between these parties may be delayed due to restrictions imposed by lenders, accounting delays, delays in the sale of delivery of products, delays in the connection of wells to a gathering system, adjustment for prior periods or recovery by the
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operator of expenses incurred in the operation of the properties. Any of these delays could reduce the amount of cash flow available for the business of Logan in a given period and expose Logan to additional third-party credit risks. To the extent that any such third parties go bankrupt, become insolvent or make a proposal or institute any proceedings relating to bankruptcy or insolvency, it could result in Logan being unable to collect all or a portion of any money owing from such parties. Any of these factors could materially adversely affect Logan's business and financial condition.
Alternatives to, and Changing Demand for, Petroleum Products
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas and technological advances in fuel economy and energy generation devices could reduce the demand for crude oil and other liquid hydrocarbons. Recently, certain jurisdictions have implemented policies or incentives to decrease the use of fossil fuels and encourage the use of renewable fuel alternatives, which may lessen the demand for petroleum products and put downward pressure on commodity prices. In addition, advancements in energy efficient products have a similar effect on the demand for crude oil and natural gas products. Logan cannot predict the impact of changing demand for oil and natural gas products, and any major changes may have a negative effect on Logan's business, financial condition, results of operations and cash flows.
Exploration, Development and Production Risks
Oil and natural gas operations involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of Logan depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves. Without the continual addition of new reserves, any existing reserves Logan may have at any particular time and the production therefrom will decline over time as such existing reserves are exploited. A future increase in Logan's reserves will depend not only on its ability to explore and develop any properties it may have from time to time, but also on its ability to select and acquire suitable producing properties or prospects. No assurance can be given that Logan will be able to continue to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, Logan may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. There is no assurance that further commercial quantities of oil and natural gas will be discovered or acquired by Logan.
Future oil and natural gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.
Drilling hazards, environmental damage and various field operating conditions could greatly increase the cost of operations and adversely affect the production from successful wells. Field operating conditions include, but are not limited to, delays in obtaining governmental approvals or consents and the shutting-in of wells resulting from extreme weather conditions, insufficient storage or transportation capacity or geological and mechanical conditions. While diligent well supervision, effective maintenance operations and the development of enhanced oil recovery technologies can contribute to maximizing production rates over time, it is not possible to eliminate production delays and declines from normal field operating conditions, which can negatively affect production, which may reduce Logan's revenue.
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Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including but not limited to hazards such as fire, explosion, blowouts, cratering, sour gas releases and spills and other environmental hazards, each of which could result in substantial damage to oil and natural gas wells, production facilities, other property and the environment or in personal injury.
Oil and natural gas production operations are also subject to all the risks typically associated with such operations, including geological and seismic risks, encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into producing formations. Losses resulting from the occurrence of any of these risks could have a negative effect on future results of operations, liquidity and financial condition, which could prove to be material over time.
As is standard industry practice, Logan will not be fully insured against all risks, nor are all risks insurable. Although Logan intends on maintaining liability insurance in an amount considered consistent with industry practice, liabilities associated with certain risks could exceed policy limits or not be covered. In either event, Logan could incur significant costs. See " Risk Factors – Insurance ".
Gathering and Processing Facilities, Pipeline Systems and Rail
The products Logan produces must be delivered through gathering, processing and pipeline systems, some of which are not owned by Logan, and in certain circumstances, by rail. The amount of crude oil and natural gas produced and sold from Logan's assets is subject to the accessibility, availability, proximity and capacity of these gathering and processing facilities, pipeline systems and railway lines. The lack of firm pipeline capacity, production limits, and limits on availability of capacity in gathering and processing facilities continues to affect the petroleum and natural gas industry and limits the ability to transport produced crude oil and natural gas to market. In addition, the pro-rationing of capacity on inter-provincial pipeline systems continues to affect the ability of crude oil and natural gas companies to export oil and natural gas. Unexpected shutdowns or curtailment of capacity of pipelines for maintenance or integrity work or because of actions taken by regulators could also affect third parties' production and operations which may have a material adverse effect on Logan's business and financial condition.
As a result, producers have considered rail lines as an alternative means of transportation. Federal and various provincial governments have been active in recent years in their support for and opposition to major infrastructure projects in Canada, leading to increased awareness and challenges to interprovincial and international infrastructure projects. On August 28, 2019, with the passing of Bill C-69, the CERA and the IAA came into force and the NEB Act and the CEAA 2012 were repealed. In addition, the IA Agency replaced the CEA Agency. See " Industry Conditions - Regulatory Authorities and Environmental Regulation - Federal ". The impact of the new federal regulatory scheme on proponents and the timing for receipt of approvals of major projects is unclear.
A portion of Logan's production is processed through facilities owned by third parties over which Logan has no control. From time to time, these facilities may discontinue or decrease operations either as a result of normal servicing requirements or as a result of unexpected events. A discontinuation or decrease of third party facility operations could have a materially adverse effect on Logan's production and ability to deliver the same for sale, which, in turn, would indirectly reduce Logan's revenues. Midstream and pipeline companies may take actions to maximize their return on investment which may in turn adversely affect producers and shippers, especially when combined with a regulatory framework that may not always align with the interests of particular shippers.
Regulatory
Crude oil and natural gas operations (exploration, development, production, pricing, marketing, transportation and infrastructure) are subject to extensive controls and regulations imposed by various levels of government and may be amended from time to time. Governments may regulate or intervene with respect to exploration and production activities, prices, taxes, royalties and the exportation of crude oil and natural gas and infrastructure projects. Amendments to these controls and regulations, including changes
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to royalty regimes or the calculation of production and mineral taxes, may occur from time to time in response to economic or political conditions. See " Industry Conditions ". The implementation of new regulations or the modification of existing regulations affecting the oil and natural gas industry could reduce demand for crude oil and natural gas and increase Logan's costs, or make certain projects on Logan's assets uneconomic, which may have a material adverse effect on Logan's business, financial condition, results of operations and prospects.
Further, the ongoing third-party challenges to regulatory decisions or orders has reduced the efficiency of the regulatory regime as the implementation of the orders can be delayed resulting in uncertainty and interruption to business of the crude oil and natural gas industry. Recently, the federal government and certain provincial governments have taken steps to initiate protocols and regulations to limit the release of methane from oil and natural gas operations. Such draft regulations and protocols may require additional expenditures or otherwise negatively impact crude oil and natural gas operations and may affect Logan's business and financial condition. See " Industry Conditions – Climate Change Regulation ".
Logan's operations require regulatory permits, licences, registrations, approvals and authorizations from various governmental authorities at the provincial and federal level. There can be no assurance that Logan will be able to obtain all necessary permits, licences, registrations, approvals and authorizations to carry out exploration and development at its projects. In addition, certain federal legislation such as the Competition Act (Canada) and the Investment Canada Act (Canada) could negatively affect Logan's business, financial condition and the market value of its Logan Shares or its assets, particularly when undertaking, or attempting to undertake, acquisition or disposition activity. It is not expected that any of these controls or regulations will affect the operations of Logan in a manner materially different from how they would affect other oil and natural gas companies of similar size. See "Industry Conditions – Regulatory Authorities and Environmental Regulation – Liability Management Rating Programs".
Environmental Regulation
All phases of the oil and gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, provincial and municipal laws. Environmental legislation provides for, among other things, restrictions and prohibitions on the spill, release or emission of various substances produced in association with oil and natural gas industry operations. In addition, such legislation sets out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. See " Industry Conditions – Exports from Canada ", " Industry Conditions – Regulatory Authorities and Environmental Regulation " and " Industry Conditions – Climate Change Regulation ".
Compliance with environmental legislation can require significant expenditures and a breach of such legislation may result in the imposition of fines or other penalties, some of which may be material, as well as the responsibility to remedy environmental problems caused by Logan's operations. See " Industry Conditions — Regulatory Authorities and Environmental Regulation ". Should Logan be unable to fully fund the cost of remedying an environmental problem, Logan might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liabilities and the potential for increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require Logan to incur costs to remedy such discharge. Although Logan believes that it is in material compliance with current applicable environmental regulations, no assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect Logan's financial condition, results of operations or prospects. See " Industry Conditions – Regulatory Authorities and Environmental Regulation ".
Stakeholders, the public and provincial and federal governments are becoming increasingly concerned about habitat and species protection, including degradation to biodiversity caused by economic activity.
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Accordingly, governments at various levels are increasing the rigour of existing acts and regulations and issuing changes aimed at improving environmental protection.
Liability Management
Alberta and British Columbia have developed liability management programs designed to prevent taxpayers from incurring costs associated with suspension, abandonment, remediation and reclamation of wells, facilities and pipelines in the event that a licensee or permit holder becomes defunct. Alberta and the AER continue to implement the Alberta LMF, completing the remaining amendments to the necessary directive and regulations to entirely phase out the AB LMR Program. The implementation of the New Alberta LMF Program, or other changes to the requirements of liability management programs may result in significant increases to the security that must be posted by such third parties, or may result in the denial of licence or permit transfers, which could impact the availability of capital to be spent by them which could in turn materially adversely affect Logan's business and financial condition. The impact and consequences of the Supreme Court of Canada's decision in Redwater on the AER's rules and policies, lending practices in the crude oil and natural gas industry and on the nature and determination of secured lenders to take enforcement proceedings are expected to evolve as the consequences of the decision are evaluated and considered by regulators, lenders and receivers/trustees. In addition, the AB LMR Program may prevent or interfere with Logan's ability to acquire or dispose of assets, as both the vendor and the purchaser of oil and natural gas assets must be in compliance with the liability management programs (both before and after the transfer of the assets) for the applicable regulatory agency to allow for the transfer of such assets. See " Industry Conditions – Regulatory Authorities and Environmental Regulation" and "Industry Conditions – Liability Management Rating Programs ".
Royalty Regimes
There can be no assurance that the provincial governments of the western provinces will not adopt new royalty regimes or modify the existing royalty regimes which may have an impact on the economics of Logan's projects. On January 29, 2016, the Government of Alberta adopted a new royalty regime which took effect on January 1, 2017. British Columbia introduced a new royalty framework in May 2022 that comes into effect on September 1, 2024, with a number of incentives ending for any wells spudded after September 1, 2022. See " Industry Conditions – Royalties and Incentives ".
Climate Change
Global climate issues continue to attract public and scientific attention. Numerous reports, including reports from the Intergovernmental Panel on Climate Change, have engendered concern about the impacts of human activity, especially hydrocarbon combustion, on global climate issues. In turn, increasing public, government, and investor attention is being paid to global climate issues and to emissions of GHG, including emissions of carbon dioxide and methane from the production and use of oil, liquids and natural gas. The majority of countries across the globe, including Canada and the United States, have agreed to reduce their carbon emissions in accordance with the Paris Agreement. In addition, during the course of the 2021 United Nations Climate Change Conference in Glasgow, Scotland, Canada's Prime Minister Justin Trudeau made several pledges aimed at reducing Canada's GHG emissions and environmental impact.
Chronic Climate Change Risks
Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate its effects. The direct or indirect costs of these regulations may have a material adverse effect on Logan's business, financial condition, results of operations and prospects. There is no guarantee the current provincial regimes in place will continue to meet federal stringency requirements and their continued application is subject to achieving the stringency standards as required by the federal government.
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Climate change has been linked to long-term shifts in climate patterns, including sustained higher temperatures. As the level of activity in the Canadian petroleum and natural gas industry is influenced by seasonal weather patterns, long-term shifts in climate patterns pose the risk of exacerbating operational delays and other risks posed by seasonal weather patterns. See " Risk Factors – Seasonality and Extreme Weather Conditions ". In addition, long-term shifts in weather patterns such as water scarcity, increased frequency of storm and fire and prolonged heat waves may, among other things, require Logan to incur greater expenditures (time and capital) to deal with the challenges posed by such changes to its premises, operations, supply chains, transport needs and employee safety, which may in turn have a material adverse effect on Logan. Specifically, in the event of water shortages or sourcing issues, Logan may not be able to, or will incur greater costs to, carry out hydraulic fracturing.
Foreign and domestic governments continue to evaluate and implement policy, legislation and regulations focused on restricting emissions commonly referred to as GHG emissions and promoting adaptation to climate change and the transition to a low-carbon economy. Given the evolving nature of climate change policy and the control of GHG and resulting requirements, it is expected that current and future climate change regulations will have the effect of increasing operating expenses on the Royalty Properties, and, in the long-term, potentially reducing the demand for crude oil and natural gas and related products, resulting in a decrease in Logan's profitability and a reduction in the value of its assets. See " Risk Factors – NonGovernmental Organizations and Eco-Terrorism Risks " and " Risk Factors – Reputational Risk ".
Concerns about climate change have resulted in a number of environmental activists and members of the public opposing the continued exploitation and development of fossil fuels which influenced investors' willingness to invest in the petroleum and natural gas industry. Historically, political and legal opposition to the fossil fuel industry focused on public opinion and the regulatory process. More recently, however, there has been a movement to more directly hold governments and oil and natural gas companies responsible for climate change through climate litigation. In November 2018, ENVironment JEUnesse, a Quebec advocacy group, applied to the Quebec Superior Court to certify all Quebecois under 35 as a class in a proposed class action lawsuit against the Government of Canada for climate related matters. The application was denied and ENVironment JEUnesse appealed to the Appeal Court of Quebec on February 23, 2021. The appeal was dismissed on December 31, 2021. In January 2019, the City of Victoria became the first municipality in Canada to endorse a class action lawsuit against oil and natural gas producers for alleged climate-related harms. The Union of British Columbia Municipalities defeated the City of Victoria's motion to initiate a class action lawsuit to recover costs it claims are related to climate change.
Given the perceived elevated long-term risks associated with regulatory changes or other market developments related to climate change, there have also been efforts in recent years affecting the investment community, including investment advisors, sovereign wealth funds, public pension funds, universities and other institutional investors, promoting direct engagement and dialogue with companies in their portfolios on climate change action (including exercising their voting rights on matters relating to climate change) and increased capital allocation to investments in low-carbon assets and businesses while decreasing the carbon intensity of their portfolios through, among other measures, divestments of companies with high exposure to GHG intensive operations and products. Certain stakeholders have also pressured insurance providers and commercial and investment banks to reduce or stop financing, and providing insurance coverage to crude oil and natural gas and related infrastructure businesses and projects. The impact of such efforts may require Logan's management to dedicate significant time and resources to these climate change related concerns, may adversely affect Logan's operations, the demand for and price of Logan's securities and may negatively impact Logan's cost of capital and access to the capital markets, which negative impact could prove to be material over time.
Claims have been made against certain energy companies alleging that GHG emissions from crude oil and natural gas operations constitute a public nuisance under certain laws or that such energy companies provided misleading disclosure to the public and investors of current or future risks associated with climate change. As a result, individuals, government authorities or other organizations may make claims against crude oil and natural gas companies, for alleged personal injury, property damage or other potential liabilities. While Logan is not a party to any such litigation or proceedings, it could be named in actions making similar allegations. An unfavorable ruling in any such case could adversely affect the demand for
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and price of securities issued by Logan, impact its operations and have an adverse effect on its financial condition, which could prove to be material.
Given the evolving nature of climate change policy and the control of GHG and resulting requirements, it is expected that current and future climate change regulations will have the effect of increasing Logan's operating expenses and in the long-term, potentially reducing the demand for crude oil and natural gas production resulting in a decrease in Logan's profitability and a reduction in the value of its assets or requiring impairments for financial statement purposes. See " Industry Conditions - Climate Change Regulation ", " Risk Factors – Non-Governmental Organizations and Eco-Terrorism Risks ", " Risk Factors – Reputational Risk " and " Risk Factors – Changing Investor Sentiment ".
Public support for climate change action and receptivity to new technologies has grown in recent years. Governments in Canada and around the world have responded to these shifting societal attitudes by adopting ambitious emissions reduction targets and supporting legislation, including measures relating to carbon pricing, clean energy and fuel standards and alternative energy incentives and mandates. There has also been increased activism, including threats of culpability, legal action against oil and gas producers, and public opposition to fossil fuels and the oil and gas industry in which Logan operates. Given the evolving nature of the debate related to climate change and the control of GHGs and resulting requirements, it is not possible to predict the impact on its operations and financial condition. See " Industry Conditions – Climate Change Regulation ".
Emissions, carbon and other regulations impacting climate and climate-related matters are constantly evolving. With respect to environmental, social, governance and climate reporting, the International Sustainability Standards Board has issued an IFRS Sustainability Disclosure Standard with the aim to develop sustainability disclosure standards that are globally consistent, comparable and reliable. In addition, the Canadian Securities Administrators published for comment Proposed National Instrument 51107 - Disclosure of Climate-Related Matters , intended to introduce climate-related disclosure requirements for reporting issuers in Canada with limited exceptions. If Logan is not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, insurance providers, or other stakeholders, its business and ability to attract and retain skilled employees, obtain regulatory permits, licences, registrations, approvals, and authorizations from various governmental authorities, and raise capital may be adversely affected.
Acute Climate Change Risks
Climate change has been linked to extreme weather conditions. Extreme hot and cold weather, heavy snowfall, heavy rainfall and wildfires may restrict or could interfere with Logan's operations, increasing its costs and otherwise negatively impacting its operations. Over the last several years, certain areas of British Columbia and Alberta have been negatively impacted by wildfires, and most recently with extreme flooding in British Columbia, causing temporary interruption to both pipeline systems and railway lines. Extreme weather conditions may lead to disruptions in Logan's ability to transport produced oil and natural gas as well as goods and services in its supply chains. Logan's assets are located in locations that are proximate to forests and rivers and a wildfire or flood, respectively, may lead to significant downtime and/or damage to such assets which may affect production. At this time, Logan is unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting Logan's operations.
Hydraulic Fracturing
Hydraulic fracturing involves the injection of water, sand and small amounts of additives under high pressure into rock formations to stimulate the production of crude oil and natural gas. Specifically, hydraulic fracturing enables the production of commercial quantities of oil and natural gas from reservoirs that were previously unproductive. Any new laws, regulations or permitting requirements regarding hydraulic fracturing could lead to operational delays, increased operating costs, third party or governmental claims, and could increase the costs of compliance and doing business as well as delay the development of crude oil and natural gas resources from shale formations, which are not commercial without the use of hydraulic fracturing. Restrictions on hydraulic fracturing could also reduce the amount of crude oil and natural gas
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that is ultimately produced from the reserves associated with Logan's assets and, therefore, could materially adversely affect Logan's business, financial condition, results of operations and prospects.
Seismic events are common in certain parts of Alberta, and are generally clustered around the municipalities of Cardston, Fox Creek, Red Deer and Rocky Mountain House. Due to notable seismic activity reported around Fox Creek and the Red Deer region, the AER introduced seismic monitoring and reporting requirements for hydraulic fracturing operators in the Duvernay Formation in the Fox Creek area in February 2015 and subsequently in the Red Deer region in December 2019. These requirements include, among others, an assessment of the potential for seismicity prior to conducting operations, the implementation of a response plan to address potential seismic events, and the suspension of operations if a seismic event above a particular threshold occurs. These requirements will remain in effect as long as the AER deems them necessary. Further, the AER continues to monitor seismic activity around the province and may extend these requirements to other areas of the province if necessary.
Risk of Pandemics, Epidemics or Outbreaks
Logan may face challenges, including increased risk of disputes and litigation, as a result of the effects of pandemics, epidemics, or outbreaks (including the COVID-19 pandemic) on market and economic conditions and actions government authorities and financial lenders take in response to those conditions. Logan also face increased operational and reputational risks, including the potential for escalating counterparty risk. Operational risks which may affect Logan or its business partners include the need to provide enhanced safety measures for employees and customers; complying with rapidly changing regulatory guidance; addressing the risks of attempted fraudulent activity and cybersecurity threat behaviour; and protecting the integrity and functionality of Logan's systems, networks and data as a larger number of employees work remotely.
Borrowing
From time to time, Logan may acquire assets or the shares of other corporations or otherwise finance its ongoing operations using debt, which may increase Logan's debt levels above industry standards. Further, a significant decrease in crude oil and natural gas prices, hedging losses or lower than expected production from Logan's properties may cause Logan's debt-to-cash flow ratio to rise above its peer standards. The level of Logan's indebtedness or debt-to-cash flow ratio from time to time could impair Logan's ability to obtain additional financing in the future on a timely basis and could affect the market price of the Logan Shares.
Inflation and Cost Management
Logan's operating costs could escalate and become uncompetitive due to supply chain disruptions, inflationary cost pressures, equipment limitations, escalating supply costs, commodity prices and additional government intervention through stimulus spending or additional regulations. Logan's inability to manage costs may impact project returns and future development decisions, which could have a material adverse effect on Logan's financial performance and its funds from operations.
The cost or availability of oil and gas field equipment may adversely affect Logan's ability to undertake exploration, development and construction projects. The oil and gas industry is cyclical in nature and is prone to shortages of supply of equipment and services including drilling rigs, geological and geophysical services, engineering and construction services, major equipment items for infrastructure projects and construction materials generally. These materials and services may not be available when required at reasonable prices. A failure to secure the services and equipment necessary to Logan's operations for the expected price, on the expected timeline, or at all, may have an adverse effect on its financial performance and funds from operations.
Changing Investor Sentiment
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A number of factors, including the effects of the use of fossil fuels on climate change, GHG emissions reduction, the impact of crude oil and gas operations on the environment and environmental damage relating to spills of petroleum products during production and transportation, have affected certain investors' sentiments towards investing in the crude oil and natural gas industry. As a result of these concerns, some institutional, retail and governmental investors have announced that they no longer are willing to fund or invest in crude oil and natural gas properties or companies tied to crude oil and natural gas or are reducing the amount of their investments of such entities over time. In addition, certain institutional investors are requesting that issuers develop and implement more robust social, environmental and governance policies and practices. Developing and implementing such policies and practices can be costly and require a significant time commitment from the Logan Board, management and employees of Logan. Failing to implement the policies and practices as requested by institutional investors may result in such investors reducing their investment in Logan or not investing in Logan at all. Any reduction in the investor base interested or willing to invest in the crude oil and natural gas industry, and more specifically, Logan, may result in limiting Logan's access to capital, increasing the cost of capital, and decreasing the price and liquidity of the Logan Shares, even if Logan's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause a decrease in the value of Logan's assets which may result in an impairment charge.
Evolving Corporate Governance, Sustainability and Reporting Framework
Logan's business is subject to evolving corporate governance and public disclosure regulations that have increased both compliance costs and the risk of noncompliance, which could have an adverse effect on the price of Logan's securities. Logan is subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators, the TSXV and the Financial Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity making compliance more difficult and uncertain. Further, Logan's efforts to comply with these and other new and existing rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Reputational Risk
Logan's business, financial condition, operations or prospects may be negatively impacted as a result of any negative public opinion toward Logan or as a result of any negative sentiment toward or in respect of Logan's reputation with stakeholders, special interest groups, political leadership, the media or other entities. Public opinion may be influenced by certain media and special interest groups' negative portrayal of the industry in which Logan operates as well as their opposition to certain crude oil and natural gas projects. Potential impacts of negative public opinion or reputational issues may include delays or interruptions in operations, legal or regulatory actions or challenges, blockades, increased regulatory oversight, reduced support for, delays in, challenges to, or the revocation of regulatory approvals, permits and/or licences and increased costs and/or cost overruns.
Any environmental damage, loss of life, injury or damage to property caused by Logan's operations could damage the reputation of Logan in active operational areas. Logan's reputation could be affected by actions and activities of other corporations operating in the crude oil and natural gas industry, over which Logan has no control. If Logan, either directly or indirectly, develops a reputation of having unsafe work sites it may impact the ability of Logan to attract and retain the necessary skilled employees and consultants to operate its business. Opposition from special interest groups opposed to oil and natural gas development and the possibility of climate related litigation against fossil fuel companies may indirectly harm Logan's reputation. In addition, environmental damage, loss of life, injury or damage to property caused indirectly by Logan's operations could result in negative investor sentiment towards Logan, which may result in limiting Logan's access to capital, increasing the cost of capital and decreasing the price and liquidity of the Logan Shares.
Reputational risk cannot be managed in isolation from other forms of risk. Credit, market, operational, insurance, regulatory and legal risks, among others, must all be managed effectively to safeguard
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Company's reputation. Damage to Logan's reputation could result in negative investor sentiment towards Logan, which may result in limiting Logan's access to capital, increasing the cost of capital, and decreasing the price and liquidity of Logan's securities.
Reserves Estimates
There are numerous uncertainties inherent in estimating quantities of oil, NGLs and natural gas reserves and cash flows to be derived therefrom, including many factors beyond Logan's control. The information concerning reserves and associated cash flow set forth in this Appendix "A" represents estimates only. In general, estimates of economically recoverable oil and natural gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as: historical production from the properties; production rates; ultimate reserve recovery; timing and amount of capital expenditures; marketability of oil and natural gas; royalty rates; the assumed effects of regulation by governmental agencies; and future operating costs, all of which may vary from actual results.
For those reasons, estimates of the economically recoverable oil and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers, or by the same engineers at different times, may vary. Logan's actual production, revenues, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material. Further, the evaluations are based, in part, on the assumed success of the exploitation activities intended to be undertaken in future years. The reserves and estimated cash flows to be derived therefrom contained in such evaluations will be reduced to the extent that such exploitation activities do not achieve the level of success assumed in the evaluation.
Estimates of proved reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves rather than actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices will result in variations in the estimated reserves and such variations could be material. Many of Logan's producing wells have a limited production history and thus there is less historical production on which to base the reserves estimates. In addition, a significant portion of Logan's reserves may be attributable to a limited number of wells and, therefore, a variation in production results or reservoir characteristics in respect of such wells may have a significant impact upon Logan's reserves.
In accordance with applicable securities laws, McDaniel has used forecast price and cost estimates based on averages from three different independent evaluators' price forecasts in calculating reserves quantities. See " Statement of Reserves Data and Other Oil and Gas Information – Pricing Assumptions ". Actual future net cash flows will be affected by other factors such as actual production levels, supply and demand for oil and natural gas, curtailments or increases in consumption by oil and natural gas purchasers, changes in governmental regulation or taxation and the impact of inflation on costs. Actual production and cash flows derived therefrom will vary from the estimates contained in the McDaniel Report and such variations could be material. The McDaniel Logan Report is based in part on the assumed success of activities Logan intends to undertake in future years. The reserves and estimated cash flows to be derived therefrom and contained in the McDaniel Logan Report will be reduced to the extent that such activities do not achieve the level of success assumed in the McDaniel Logan Report. The McDaniel Logan Report is effective as of March 1, 2023, with a preparation date of March 14, 2023, and, except as may be specifically stated or required by applicable securities laws, has not been updated and, therefore, does not reflect changes in reserves since that date.
Title to Assets
Although title reviews may be conducted prior to the purchase of oil and natural gas producing properties or the commencement of drilling wells, such reviews do not guarantee or certify that a defect in the chain of title will not arise. The actual interest of Logan in properties may accordingly vary from Logan's records. If a title defect does exist, it is possible that Logan may lose all or a portion of the properties to which the
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title defect relates, which may have a material adverse effect on Logan's business, financial condition, results of operations and prospects. There may be valid challenges to title or legislative changes, which affect Logan's title to the oil and natural gas properties Logan controls that could impair Logan's activities on them and result in a reduction of the revenue received by Logan.
Failure to Realize Anticipated Benefits of Acquisitions and Dispositions
Logan intends to make acquisitions and dispositions of businesses and assets in the ordinary course of business. Acquisitions of oil and natural gas properties or companies are based in large part on engineering, environmental and economic assessments made by the acquirer, independent engineers and consultants. These assessments include a series of assumptions regarding such factors as recoverability and marketability of oil and natural gas, environmental restrictions and prohibitions regarding releases and emissions of various substances, future prices of oil and natural gas and operating costs, future capital expenditures and royalties and other government levies which will be imposed over the producing life of the reserves. Many of these factors are subject to change and are beyond the control of Logan. All such assessments involve a measure of geologic, engineering, facility operations, environmental and regulatory uncertainty that could result in lower production and reserves or higher operating or capital expenditures than anticipated.
Achieving the benefits of acquisitions depends in part on successfully consolidating functions and integrating operations and procedures in a timely and efficient manner as well as Logan's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with those of Logan. The integration of acquired businesses may require substantial management effort, time and resources and may divert management's focus from other strategic opportunities and operational matters. Management continually assesses the value and contribution of services provided and assets required to provide such services.
Hedging
From time to time, Logan may enter into agreements to receive fixed prices on its oil and natural gas production to offset the risk of revenue losses if commodity prices decline. Similarly, Logan may enter into agreements to fix the differential or discount pricing gap which exists, and may fluctuate between different grades of crude oil, NGLs and natural gas and the various market prices received for such products. However, if commodity prices or differentials increase beyond the levels set in such agreements, Logan may be prevented from realizing the full benefits of price increases above the levels of the derivative instruments used to manage price risk and Logan may nevertheless be obligated to pay royalties on such higher prices, even though not received by it, after giving effect to such agreements. In addition, if Logan enters into hedging arrangements it may be exposed to the risk of financial loss in certain circumstances, including instances in which: production falls short of the hedged volumes or prices fall significantly lower than projected; there is a widening of price-basis differentials between delivery points for production and the delivery point assumed in the hedge arrangement; the counterparties to the hedging arrangements or other price risk management contracts fail to perform under those arrangements; and/or a sudden unexpected material event impacts crude oil and natural gas prices.
Similarly, from time to time Logan may enter into agreements to fix the exchange rate of Canadian to U.S. dollars or other currencies in order to offset the risk of revenue losses if the Canadian dollar increases in value compared to other currencies. However, if the Canadian dollar declines in value compared to such fixed currencies, Logan will not benefit from the fluctuating exchange rate.
Competition
There is strong competition relating to all aspects of the oil and natural gas industry. Logan will actively compete for capital, skilled personnel, access to rigs and other equipment, access to processing facilities and pipeline and refining capacity and in all other aspects of its operations with a substantial number of other organizations. In addition, Logan will compete with other exploration and production companies, any of whom may have more financial resources, staff or political influence than Logan. Logan's ability to
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increase its production in the future will depend not only on its ability to develop Logan's properties, but also on its ability to select other suitable assets for further exploration and development.
In addition, Logan competes with numerous other entities in the search for, and the acquisition of, petroleum and natural gas properties and in the marketing of petroleum and natural gas. In particular, Logan competes with other companies for the acquisition of royalty interests in petroleum and natural gas properties. Other companies may have access to substantially greater financial resources, staff and facilities than those of Logan and who may have lower costs of, and better access to, capital. Logan's ability to increase its reserves in the future will depend partially on its and its partners' and royalty payors' ability to explore and develop its present properties but will primarily depend on its ability to acquire royalty interests in suitable producing properties or properties with future reserve or resource potential.
Political Uncertainty
Logan's results can be adversely impacted by political, legal, or regulatory developments in Canada and elsewhere that affect local operations and local and international markets. Changes in government, government policy or regulations, changes in law or interpretation of settled law, third-party opposition to industrial activity generally or projects specifically and duration of regulatory reviews could impact Logan's existing operations and planned projects. This includes actions by regulators or other political factors to delay or deny necessary licences and permits for Logan's activities or restrict the operation of third-party infrastructure that Logan relies on. Additionally, changes in environmental regulations, assessment processes or other laws, while increasing and expanding stakeholder consultation, may increase the cost of compliance or reduce or delay available business opportunities and adversely impact Logan's results.
Other government and political factors that could adversely affect Logan's financial results include increases in taxes or government royalty rates (including retroactive claims) and changes in trade policies and agreements. Further, the adoption of regulations mandating efficiency standards, and the use of alternative fuels or uncompetitive fuel components could affect Logan's operations. Many governments are providing tax advantages and other subsidies to support alternative energy sources or are mandating the use of specific fuels or technologies. Governments and others are also promoting research into new technologies to reduce the cost and increase the scalability of alternative energy sources, and the success of these initiatives may decrease demand for Logan's products.
The federal government was re-elected in 2019, but in a minority position. Another federal election was held on September 20, 2021 and the federal government was re-elected again in a minority position. The ability of the minority federal government to pass legislation will be subject to whether it is able to come to agreement with, and garner the support of, the other elected parties, most of whom are opposed to the development of the petroleum and natural gas industry. The minority federal government will also be required to rely on the support of the other elected parties to remain in power, which provides less stability and may lead to an earlier subsequent federal election. A change in federal, provincial or municipal governments in Canada may have an impact on the directions taken by such governments on matters that may impact the petroleum and natural gas industry including the balance between economic development and environmental policy. Lack of political consensus, at both the federal and provincial government level, continues to create regulatory uncertainty, the effects of which become apparent on an ongoing basis, particularly with respect to carbon pricing regimes and transportation and export capacity, and may affect the business of participants in the petroleum and natural gas industry, which effect could prove to be material over time. See " Industry Conditions – Climate Change Regulation ", " Industry Conditions – Pricing and Marketing in Canada – Transportation Constraints, Pipeline Capacity and Market Access – Specific Pipeline and Proposed LNG Export Terminal Updates " and " Industry Conditions – The United States Mexico Canada Agreement and Other Trade Agreements ".
Following former Alberta Premier Jason Kenney's resignation on May 18, 2022, Danielle Smith was elected as Premier on October 11, 2022. Shortly after her appointment, Premier Smith introduced Bill 1: The Alberta Sovereignty Within a United Canada Act (the Sovereignty Act). The Sovereignty Act was passed on December 8, 2022, and received Royal Assent on December 15, 2022. The Sovereignty Act, amongst other things, enables the Alberta Government to choose which federal legislation, policies or programs it will
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enforce in Alberta, providing an overriding right to not enforce those which the Alberta Government deems to be " harmful" to Alberta's interests or infringe on the Federal Constitution and its division of powers. It is unclear what the effect the Sovereignty Act will have on Alberta, including the petroleum and natural gas industry, Alberta businesses and its federal and interprovincial relationships, including the application of certain federal legislation in Alberta, such as the GGPPA and the IAA and the way in which the Alberta Government may address any legislative and policy gaps created. Although the Sovereignty Act has not yet been challenged in court, it is possible the Sovereignty Act's constitutionality will be challenged.
Geopolitical Risks
The marketability and price of oil and natural gas that may be acquired or discovered by Logan is and will continue to be affected by political events throughout the world that cause disruptions in the supply of oil. Conflicts, or conversely peaceful developments, arising outside of Canada, including changes in political regimes or parties in power, may have a significant impact on the price of crude oil and natural gas. Any particular event could result in a material decline in prices and therefore result in a reduction of Logan's net production revenue.
The level of geo-political risk escalates at certain points in time. While the specific impact on the global economy would depend on the nature of the event, in general, any major event could result in instability and volatility. Current areas of concern include: global uncertainty and market repercussions due to the spread of COVID-19; Russia's military invasion of Ukraine; and rising civil unrest and activism globally.
Non-Governmental Organizations and Eco-Terrorism Risks
The crude oil and natural gas industry may, at times, be subject to public opposition. The oil and natural gas industry has become increasingly politically polarizing in Canada, which has resulted in civil disobedience surrounding oil and natural gas development, particularly with respect to infrastructure projects. Such public opposition could expose Logan to the risk of higher costs, delays or even project cancellations due to increased pressure on governments and regulators by special interest groups, landowners, environmental interest groups (including those opposed to oil and gas production operations) and other non-governmental organizations, blockades, legal or regulatory actions or challenges, increased regulatory oversight, reduced support of the federal, provincial or municipal governments, and delays in, challenges to, or the revocation of regulatory approvals, permits and/or licences and direct legal challenges, including the possibility of climate-related litigation (see " Industry Conditions – Transportation Constraints, Pipeline Capacity and Market Access "). There is no guarantee that Logan will be able to satisfy the concerns of the special interest groups and non-governmental organizations and attempting to address such concerns may require significant and unanticipated capital and operating expenditures which may negatively impact Logan's business, financial condition, results of operations and prospects.
In addition, Logan's oil and natural gas properties, wells and facilities could be the subject of a terrorist attack which may have a material adverse effect on its business, financial condition, results of operations and prospects. Logan does not intend on securing insurance to protect against the risk of terrorism.
Disposal of Fluids Used in Operations
The safe disposal of the hydraulic fracturing fluids (including the additives) and water recovered from crude oil and natural gas wells is subject to ongoing regulatory review by federal and provincial governments, including its effect on fresh water supplies and the ability of such water to be recycled, amongst other things. While it is difficult to predict the impact of any regulations that may be enacted in response to such review, the implementation of stricter regulations may increase the costs of compliance for Logan which may impact the economics of certain projects and in turn impact activity levels and new capital spending on Logan's properties.
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Cost of New Technologies
The petroleum industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies. Other companies may have greater financial, technical and personnel resources that allow them to implement and benefit from technological advantages. There can be no assurance that Logan will be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. If Logan implements such technologies, there is no assurance that Logan will do so successfully. One or more of the technologies utilized by Logan in the future may become obsolete. In such case, Logan's business, financial condition and results of operations could be materially adversely affected. If Logan is unable to utilize the most advanced commercially available technology, or it is unsuccessful in implementing certain technologies, Logan's business, financial condition and results of operations could be materially adversely affected.
Availability and Cost of Equipment, Material and Qualified Personnel
Oil and natural gas exploration, development and operating activities are dependent on the availability and cost of specialized materials and equipment, including drilling and related equipment and qualified personnel in the particular areas where such activities will be conducted. The oil and natural gas industry is cyclical in nature and is prone to shortages of supply of equipment and services, including drilling rigs, geological and geophysical services, engineering and construction services, major equipment items for infrastructure projects and construction materials generally. These materials and services may not be available when required at reasonable prices. Demand for such limited equipment and qualified personnel may affect the availability of such equipment and qualified personnel to Logan and may delay Logan's exploration and development activities. A decline in market conditions has led increasing numbers of skilled personnel to seek employment in other industries. In addition, the costs of qualified personnel and equipment in the areas where Logan's assets are located are very high due to the availability of, and demands for, such qualified personnel and equipment.
Expiration of Licences and Leases
Logan's properties may be held in the form of licences and leases and working interests in licences and leases. If Logan or the holder of the licence or lease fails to meet the specific requirement of a licence or lease, the licence or lease may terminate or expire. There can be no assurance that any of the obligations required to maintain each licence or lease will be met. The termination or expiration of Logan's licences or leases or the working interests relating to a licence or lease may have a material adverse effect on Logan's business, financial condition, results of operations and prospects.
Income Taxes
Logan believes that it is in full compliance with the provisions of the Income Tax Act (Canada) and all other applicable provincial tax legislation. Income tax laws relating to the oil and natural gas industry, such as the treatment of resource taxation or dividends, may in the future be changed or interpreted in a manner that affects Logan. Furthermore, tax authorities having jurisdiction over Logan may disagree with how Logan calculates its income for tax purposes or could change administrative practices to Logan's detriment.
Seasonality and Extreme Weather Conditions
The level of activity in the Canadian oil and natural gas industry is influenced by seasonal weather patterns. A mild winter or wet spring may make the ground unstable, limit access and, as a result, cause reduced operations or a cessation of operations.
Municipalities and provincial transportation departments enforce road bans that restrict the movement of drilling rigs and other heavy equipment during periods of wet weather, thereby reducing activity levels. Also, certain oil and natural gas producing areas are located in areas that are inaccessible other than during the winter months because the ground surrounding the sites in these areas consists of swampy terrain. In
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addition, extreme cold weather, heavy snowfall and heavy rainfall may restrict access to Logan's properties and cause operational difficulties including damage to machinery or contribute to personnel injury because of dangerous working conditions. Seasonal factors and unexpected weather patterns may lead to declines in exploration and production activity and also to volatility in commodity prices as the demand for natural gas typically fluctuates during cold winter months and hot summer months.
Carbon Pricing Risk
The majority of countries across the globe have agreed to reduce their carbon emissions in accordance with the Paris Agreement. See " Industry Conditions – Climate Change Regulation ". In Canada, the federal and certain provincial governments have implemented legislation aimed at incentivizing the use of alternative fuels and in turn reducing carbon emissions. The federal system, which was upheld by the Supreme Court of Canada, currently applies in provinces and territories without their own system that meets federal stringency standards. Provinces with their own system are subject to continued compliance with the federal system. There is no guarantee that a province with a system that currently applies will meet, or continue to meet, federal stringency standards. See " Industry Conditions –Climate Change Regulation ". The taxes placed on carbon emissions may have the effect of decreasing the demand for crude oil and natural gas products and at the same time, increasing the operating expenses of crude oil and natural gas companies, each of which may have a material adverse effect on Logan's revenue. Further, the imposition of carbon taxes puts Logan at a disadvantage with its counterparts who operate in jurisdictions where there are less costly carbon regulations.
Insurance
Logan's involvement in the exploration for and development of oil and natural gas properties may result in Logan becoming subject to liability for pollution, blow outs, property damage, personal injury or other hazards. Although Logan intends on obtaining insurance in accordance with industry standards to address such risks, such insurance may have limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable or, in certain circumstances, Logan may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to Logan. The occurrence of a significant event that Logan is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on Logan's financial position, results of operations or prospects.
Litigation
In the normal course of Logan's operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal injuries, property damage, property taxes, land rights, environmental issues and contract disputes. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to Logan and as a result, could have a material adverse effect on Logan's assets, liabilities, business, financial condition and results of operations. Even if Logan prevails in any such legal proceeding, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from Logan's business operations, which could adversely affect its financial condition.
Breach of Confidentiality
While discussing potential business relationships or other transactions with third parties, Logan may disclose confidential information relating to the business, operations or affairs of Logan. Although confidentiality agreements are generally signed by third parties prior to the disclosure of any confidential information by Logan, a breach could put Logan at competitive risk and may cause significant damage to its business. The harm to Logan's business from a breach of confidentiality cannot presently be quantified, but may be material and may not be compensable solely in monetary damages. There is no assurance that, in the event of a breach of confidentiality, Logan will be able to obtain equitable remedies, such as
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injunctive relief, from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause.
Information Technology Systems and Cyber-Security
Logan will be subject to a variety of information technology and system risks as a part of its normal course operations, including potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach, and destruction or interruption of Logan's information technology systems by third parties or insiders. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to its business activities or competitive position. In addition, cyber-phishing attempts, in which a malicious party attempts to obtain sensitive information such as usernames, passwords, and credit card details (and money) by disguising as a trustworthy entity in an electronic communication, have become more widespread and sophisticated in recent years. If Logan becomes a victim to a cyber-phishing attack it could result in a loss or theft of Logan's financial resources or critical data and information or could result in a loss of control of Logan's technological infrastructure or financial resources. Logan's employees are often the targets of such cyber-phishing attacks, as they are and will continue to be targeted by parties using fraudulent "spoof" emails to misappropriate information or to introduce viruses or other malware through "Trojan horse" programs to Logan's computers. These emails appear to be legitimate emails, but direct recipients to fake websites operated by the sender of the email or request recipients to send a password or other confidential information through email or to download malware.
Logan intends on adopting policies and procedures that address and implement employee protocols with respect to electronic communications and electronic devices and conducts annual cyber security risk assessments. Logan will also employ encryption protection of its confidential information, all computers and other electronic devices. Logan will apply technical and process controls in line with industry-accepted standards to protect its information assets and systems, including written incident response plan for responding to a cyber security incident. However, these controls may not adequately prevent cyber-security breaches. Disruption of critical information technology services, or breaches of information security, could have a negative effect on Logan's performance and earnings, as well as reputation. The significance of any such event is difficult to quantify, but may in certain circumstances be material and could have a material adverse effect on Logan's business, financial condition and results of operations.
Social Media
Increasingly, social media is used as a vehicle to carry out cyber-phishing attacks. Information posted on social media sites, for business or personal purposes, may be used by attackers to gain entry into Logan's systems and obtain confidential information. Logan periodically reviews, supervises, retains and maintains the ability to retrieve social media content. Despite these efforts, as social media continues to grow in influence and access to social media platforms becomes increasingly prevalent, there are significant risks that Logan may not be able to properly regulate social media use and preserve adequate records of business activities and client communications conducted through the use of social media platforms.
Limited Ability of Residents in the U.S. to Enforce Civil Remedies
Loan is a corporation formed under the laws of Alberta, Canada and has its principal place of business in Canada. All of Logan's directors and officers and the representatives of the experts who provide services to Logan (such as Logan's auditors and independent reserve engineers), and all of Logan's assets and all or a substantial portion of the assets of such persons are located outside the U.S. As a result, it may be difficult for investors in the U.S. to effect service of process within the U.S. upon such directors, officers and representatives of experts who are not residents of the U.S. or to enforce against them judgments of the U.S. courts based upon civil liability under the U.S. federal securities laws or the securities laws of any state within the U.S. There is doubt as to the enforceability in Canada against Logan or against any of Logan's directors, officers or representatives of experts who are not residents of the U.S., in original actions or in actions for enforcement of judgments of U.S. courts of liabilities based solely upon the U.S. federal securities laws or securities laws of any state within the U.S.
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Forward-Looking Information May Prove Inaccurate
Current and prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
There are no legal proceedings against Logan or involving the Logan Assets and Logan is not a party to any legal proceedings and Logan is not aware of any contemplated proceedings.
As at the date hereof, as applicable, there were: (i) no penalties or sanctions imposed against Logan or by a court relating to securities legislation or by a securities regulatory authority; (ii) no other penalties or sanctions imposed by a court or regulatory body against Logan that would likely be considered important to a reasonable investor in making an investment decision; and (iii) no settlement agreements Logan entered into before a court relating to a securities legislation or with a securities regulatory authority.
ELIGIBILITY FOR INVESTMENT
On the basis of applicable legislation in effect on the date hereof, in the opinion of Stikeman Elliott LLP, counsel to Logan, subject to the provisions of any particular plan, provided the Logan Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which includes the TSXV), the Logan Shares offered hereby will be qualified investments under the Tax Act for Deferred Plans; however, the holder of a trust governed by a tax-free savings account or the annuitant under a registered retirement savings plan or a registered retirement income fund which holds Logan Shares will be subject to a penalty tax if the holder or the annuitant, as the case may be, does not deal at arm's-length with Logan for the purposes of the Tax Act or if the holder or the annuitant, as the case may be, has a "significant interest" (within the meaning of Tax Act) in Logan. Such holders and annuitants are advised to contact their own advisors in this regard. There can be no assurance that the Logan Shares will be listed on a "designated stock exchange".
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except for the proposed acquisition of the Logan Assets by Logan from Spartan under the Logan Conveyance Agreement, the proposed participation in the Logan Financing by certain directors and officers of Logan, and as disclosed under " Directors and Executive Officers – Conflicts of Interest " in this Appendix, management is not aware of any material interest, direct or indirect, of any director or officer of Logan, any person beneficially owning, directly or indirectly, more than 10% of Logan's voting securities, or any associate or affiliate of such person in any transaction since incorporation of Logan or in any proposed transaction which in either case has materially affected or will materially affect Logan, other than as disclosed herein.
EXPERTS
Certain legal matters relating to the Logan Financing will be passed upon, and have been passed upon, by Stikeman Elliot LLP on behalf of Spartan and Logan. The partners and associates of Stikeman Elliott LLP as a group each own less than one percent of the outstanding Logan Shares and any other outstanding securities of any associate or affiliate of Logan. In addition, none of the partners or associates of Stikeman Elliot LLP are currently expected to be elected, appointed or employed as a director, officer or employee of Logan or any of its associates or affiliates.
Logan’s independent engineers have prepared the Logan Reserves Report. Neither Sproule nor its officers, directors, employees or consultants beneficially own, directly or indirectly, any of the outstanding Logan
A - 91
Shares. In addition, none of the partners or associates of Sproule are currently expected to be elected, appointed or employed as a director, officer or employee of Logan or any of its associates or affiliates.
PricewaterhouseCoopers LLP has prepared an independent auditors’ report in connection with the financial statements of Logan and the operating statements relating to the Logan Assets included in this Appendix. PricewaterhouseCoopers LLP has advised that they are independent with respect to Logan within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta.
AUDITORS, TRANSFER AGENTS AND REGISTRARS
PricewaterhouseCoopers LLP, Chartered Professional Accountants, with their offices at 3100, 111 – 5[th] Avenue S.W., Calgary, Alberta T2P 5L3, are the auditors for Logan.
The transfer agent and registrar for the Logan Shares will be Odyssey Trust Company in Calgary, Alberta and Toronto, Ontario.
MATERIAL CONTRACTS
Other than as disclosed below, except for contracts entered into in the ordinary course of business, Logan has not entered into any material contracts since incorporation:
-
(a) the Logan Conveyance Agreement; and
-
(b) the Logan Transaction Warrant Indenture.
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SCHEDULE "A" to APPENDIX "A"
Audited Financial Statements of Logan
Please see attached.
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APPENDIX "B"
LOGAN ENERGY CORP. – STOCK OPTION PLAN
( Please see attached. )
� - �
LOGAN ENERGY CORP.
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to provide certain directors, officers and key employees of the Company or a Subsidiary with an opportunity to purchase Shares and to benefit from the appreciation thereof. This will provide an increased incentive for these directors, officers and key employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the Shares for the benefit of all the shareholders and increasing the ability of the Company to attract and retain individuals of exceptional skill.
2. DEFINED TERMS
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(a) Where used herein, the following terms shall have the following meanings, respectively:
-
(i) " Active Employment " means the period in which a Participant who is an employee of the Company or an affiliate performs work for the Company or an affiliate. For certainty, "Active Employment" shall be deemed to include any period constituting the minimum notice of termination period as may be required to be provided to a Participant pursuant to applicable employment standards legislation but shall exclude any other period that follows or ought to have followed the later of the end of the statutory notice period or the Participant's last day of performing work for the Company or an affiliate, whether that period arises from a contractual or common law right;
-
(ii) " Active Engagement " means any period in which a Participant who is not an employee of the Company or an affiliate provides services to the Company or an affiliate. For certainty, "Active Engagement" shall exclude any period that follows, or ought to have followed, a Participant's last day of providing services to the Company or an affiliate, including at common law;
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(iii) " Applicable Law " means any applicable provision of law, federal, provincial or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder, and the rules of any regulatory authority or stock exchange on which the securities of the Company are listed, including the Exchange;
-
(iv) " Blackout Period " means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of an Option;
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(v) " Board " means the board of directors of the Company or its delegate pursuant to Section 3(b);
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(vi) " Cause " means any grounds at common law for which an employer is entitled to dismiss an employee without notice or pay in lieu of notice, and includes, without limitation, the following:
- (A) the Participant's breach of a material term of his or her employment agreement or employment, as applicable;
B - 2
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(B) the Participant's repeated and demonstrated failure to perform the Participant's material duties of his or her position in a competent manner;
-
(C) the conviction of the Participant for a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company;
-
(D) the Participant's willful failure to act honestly and in the best interests of the Company;
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(E) the Participant's breach of his or her fiduciary duties, as applicable;
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(F) any actions or omissions on the part of the Participant constituting gross misconduct or
-
(G) gross negligence resulting in material harm to the Company or which otherwise adversely impacts the reputation of the Company in a material nature;
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(vii) " Change of Control " means any of the following:
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(A) the acceptance by the holders of Shares, representing in aggregate, more than 50% of all issued Shares of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Shares;
-
(B) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Shares acquired) directly or indirectly, of beneficial ownership of such number of Shares or rights to Shares, if any, representing (assuming the full exercise of such rights to Shares) more than 50% of the combined voting rights of the Company's then outstanding Shares;
-
(C) the entering into of any agreement by the Company to merge, consolidate, amalgamate, initiate an arrangement or be absorbed by or into another corporation; provided that no change of control shall be deemed to have occurred if (A) the transaction contemplated by such agreement referred to herein is not completed; or (B) upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;
-
(D) the passing of a resolution by the Board or shareholders of the Company to substantially liquidate the assets or wind up the Company's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation winding up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Company in circumstances where the business of the Company is continued and where the shareholdings remain substantially the same following the re-arrangement);
-
(E) individuals who were members of the Board immediately prior to a meeting of shareholders of the Company involving a contest for or an item of
B - 3
business relating to the election of directors, do not constitute a majority of the Board following such contest or election;
-
(F) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (A), (B), (C), (D) and (E) and referred to above; or
-
(G) a determination by the Board, acting in good faith, that a change of control has occurred for the purpose of this clause.
For purposes of this Plan, the Board may, by resolution, clarify the date as of which a Change of Control shall be deemed to have occurred.
-
(viii) " Company " means Logan Energy Corp., and includes any successor corporation thereof;
-
(ix) " Convertible Securities " means any securities convertible or exchangeable into Voting Shares or carrying the right or obligation to acquire Voting Shares;
-
(x) " Disability " means the permanent and total incapacity of a Participant as determined by the Board for purposes of this Plan;
-
(xi) " Discounted Market Price " has the meaning ascribed to such term in the Exchange Policies;
-
(xii) " Exchange " means the TSXV, until such time as the Company graduates to the Toronto Stock Exchange and any successor thereof, at which point "Exchange" means the Toronto Stock Exchange;
-
(xiii) " Exchange Policies " means, collectively, Policy 4.4 of the TSX Venture Exchange entitled "Security Based Compensation", Policy 1.1 of the TSX Venture Exchange entitled "Interpretation", and any other policies of the TSX Venture Exchange applicable to any Security Based Compensation Arrangement;
-
(xiv) " Exercise Price " means the price per share at which Shares may be purchased under the Option, as the same may be adjusted in accordance with Section 6 hereof;
-
(xv) " Holder " means a person, a group of persons or persons acting jointly or in concert or persons associated or affiliated, within the meaning of the Business Corporations Act (Alberta), with any such person, group of persons or any of such persons acting jointly or in concert;
-
(xvi) " Insider " means an insider as defined in the policies of the Exchange;
-
(xvii) " ITA " means the Income Tax Act , R.S.C. 1985, c. 1 (5th Supp.), as amended, including the regulations promulgated thereunder;
-
(xviii) " Non-Employee Director " means a director of the Company who is not an officer or employee of the Company or a subsidiary;
-
(xix) " Option " means an option to purchase Shares granted pursuant to the Plan;
B - 4
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(xx) " Participants " means certain directors, officers, bona fide employees or Service Providers of the Company or a Subsidiary to whom Options are granted and which Options or a portion thereof remain unexercised;
-
(xxi) " Plan " means this stock option plan of the Company, as the same may be amended or varied from time to time;
-
(xxii) " Retirement " means the retirement of a Participant who has greater than or equal to five (5) years of service to the Company or its subsidiaries and is older than sixty (60) years of age or as otherwise approved by the Board;
-
(xxiii) " Security Based Compensation Arrangement " means any share rights incentive plan, share option, share option plan, employee share purchase plan in existence from time to time where the Company provides any financial assistance or matching mechanism, stock appreciation right or any other compensation or incentive mechanism involving the issuance or potential issuance of securities from the Company's treasury, including a share purchase from treasury which is financially assisted by the Company by way of a loan guarantee or otherwise, but for greater certainty does not involve compensation arrangements which do not involve the issuance or potential issuance of securities from the Company's treasury;
-
(xxiv) " Service Provider " means an officer or employee of, or a person or company engaged by the Company or a Subsidiary to provide services for an initial, renewable or extendible period of 12 months or more;
-
(xxv) " Shares " means the common shares in the capital of the Company or, in the event of an adjustment contemplated by Section 6 hereof, such other Shares to which a Participant may be entitled upon the exercise of an Option as a result of such adjustment;
-
(xxvi) " Subsidiary " has the meaning ascribed thereto in the Securities Act (Alberta) as amended, supplemented or re-enacted from time to time;
-
(xxvii) " Take-over Proposal " means: (A) any proposal or offer by a third person, whether or not subject to a due diligence condition and whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of or control or direction over more than 50% of the Company's outstanding Voting Shares whether by way of arrangement, amalgamation, merger, consolidation or other business combination, including any single or multi-step transaction or series of related transactions that is structured to permit such third person to acquire in any manner, directly or indirectly, more than 50% of its outstanding Voting Shares; or (B) any proposal, offer or agreement for a merger, consolidation, amalgamation, arrangement, recapitalization, liquidation, dissolution, reorganization into a royalty trust or income fund or similar transaction or other business combination involving the Company;
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(xxviii) " Termination Date " means, in respect of a Participant, such Participant's last day of Active Employment or Active Engagement (as applicable) with the Company or an affiliate, whether such date is selected by the Participant, by mutual agreement between the Company or an affiliate and the Participant, or unilaterally by the Company or an affiliate;
-
(xxix) " TSXV " means the TSX Venture Exchange;
B - 5
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(xxx) " Voting Shares " means any securities of the Company ordinarily carrying the right to vote at elections of directors; and
-
(xxxi) " VWAP " means the volume weighted average trading price of the listed Shares, calculated by dividing the total value by the total volume of Shares traded for the relevant period.
Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including, without limitation, "Consultant" and "Investor Relations Activities".
3. ADMINISTRATION OF THE PLAN
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(a) The Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive any rules and regulations implemented by the Board to govern the administration and operation of the Plan subject to any other limitations on the Company. All decisions and interpretations made by the Board shall be final, binding and conclusive upon the Company and on all persons eligible to participate in the Plan and their legal personal representatives.
-
(b) Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of the Plan to a committee of directors appointed from time to time by the Board, in which case all references herein to the Board shall be deemed to refer to such committee.
4.
GRANTING OF OPTIONS
-
(a) The Board from time to time shall grant Options to certain directors, officers, bona fide employees or Service Providers of the Company or a Subsidiary. In the case of employees and Service Providers, the Company and the Participant must ensure and confirm that the Participant is a bona fide employee or Service Provider. The grant of Options will be subject to the conditions contained herein and may be subject to additional conditions determined by the Board from time to time.
-
(b) The aggregate number of Shares that may be issued pursuant to the exercise of Options awarded under the Plan and all other Security Based Compensation Arrangements is 10% of the Shares outstanding from time to time, subject to the following limitations:
-
(i) the maximum number of Shares issuable to Insiders at any time under all Security Based Compensation Arrangements shall not exceed 10% of the outstanding Shares at any point in time (calculated on a non-diluted basis);
-
(ii) the maximum number of Shares that may be issued to Insiders within any twelvemonth period under all Security Based Compensation Arrangements shall not exceed 10% of the outstanding Shares, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued;
-
(iii) the number of Shares issuable to any one Participant, within any twelve-month period, under all Security Based Compensation Arrangements including, without limitation, this Plan, shall not exceed 5% of the issued and outstanding securities of the Company, calculated on a non-diluted basis as at the date such securitybased compensation is granted or issued;
-
(iv) the number of Shares issuable to any one Consultant of the Company, within any twelve-month period, under all Security-based Compensation Arrangements
B - 6
including, without limitation, this Plan, shall not exceed in aggregate 2% of the issued and outstanding securities of the Company, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued;
-
(v) the number of Shares issuable to any one Participant conducting Investor Relations Activities, within any twelve-month period, under all Security Based Compensation Arrangements including, without limitation, this Plan, shall not exceed 2% of the outstanding Shares, calculated on a non-diluted basis as at the date such security-based compensation is granted or issued; and
-
(vi) the aggregate: (A) number of Shares that may be reserved for issuance pursuant to the exercise of Options granted to Non-Executive Directors pursuant to this Plan shall not exceed 1.0% of the Shares outstanding from time to time; and (B) value of Options granted to any one Non-Employee Director in any calendar year under the Plan and under any other Security Based Compensation Arrangements shall not exceed $150,000. Options grants pursuant to the Plan, or securities issued under any other Security Based Compensation Arrangements, prior to the Participant becoming an Insider shall be included for the purposes of this Section 4(b)(vi).
-
(c) In addition to Exchange and shareholder approval, the Company must obtain disinterested shareholder approval for any grants or issuances that could result in the scenarios described in Sections 4(b)(i), 4(b)(ii), and 4(b)(iii), above.
-
(d) For the purposes of this Section 4, any increase in the issued and outstanding Shares (whether as a result of the exercise of Options or otherwise) will result in an increase in the number of Shares that may be issued on exercise of Options outstanding at any time and any increase in the number of Options granted will, upon exercise, make new grants available under the Plan. No fractional Shares may be purchased or issued under the Plan.
-
(e) Options that are cancelled, surrendered, terminated or expire prior to the exercise of all or a portion thereof shall result in the Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to this Plan to the extent of any Shares issuable thereunder that are not issued under such cancelled, surrendered, terminated or expired Options.
-
(f) Subject to the policies of the Exchange, as applicable, the Exercise Price of any Option shall be fixed by the Board when such Option is granted, provided that such price shall not be less than the Discounted Market Price.
-
(g) The term of Options granted shall be determined by the Board in its discretion, to a maximum of five years from the date of the grant of the Option. Subject to Section 4(h),the vesting period or periods within this period during which an Option or a portion thereof may be exercised by a Participant shall be determined by the Board. In the absence of any determination by the Board as to vesting, vesting shall be as to one-third on each of the first, second and third anniversaries of the date of grant. Further, the Board may, in its sole discretion, subject to Exchange approval in the case of Options granted to Participants performing Investor Relations Activities, at any time or in the Option agreement in respect of any Options granted, accelerate or provide for the acceleration of, vesting of Options previously granted. In the case of options granted on February 29[th] of any year, the "anniversary date" shall be deemed to be February 28[th] of each of the subsequent years.
B - 7
-
(h) All Options granted to Participants performing Investor Relations Activities pursuant to this Plan shall vest and become full exercisable as follows or as determined by the Board when the Option is granted, but in any event such Options shall not vest any sooner:
-
(i) one quarter (1/4) of the Options on the date which is three (3) months from the date said Options are granted;
-
(ii) one quarter (1/4) of the Options on the date which is six (6) months from the date said Options are granted;
-
(iii) one quarter (1/4) of the Options on the date which is nine (9) months from the date said Options are granted; and
-
(iv) the final one quarter (1/4) of the Options on the date which is twelve (12) months from the date said Options are granted.
-
(i) If the normal expiry date of any Option falls within any Blackout Period or within 10 business days (being a day other than a Saturday, Sunday or other than a day when banks in Calgary, Alberta are not generally open for business) following the end of any Blackout Period, then the expiry date of such Options shall, without any further action, be extended to the date that is 10 business days following the end of such Blackout Period. The foregoing extension applies to all Options whatever the date of grant and shall not be considered an extension of the term of the Options as referred to in Section 9(b) hereof.
5. EXERCISE OF OPTION
-
(a) Subject to the Plan, a Participant (or his or her legal personal representative) may exercise an Option from time to time by the delivery to the Company, at its head office in Calgary, Alberta, of a written notice of exercise specifying the number of Shares with respect to which the Option is being exercised and accompanied by payment in full in cash of the Exercise Price of the Shares then being purchased. Upon exercise of the Option, the Company will cause to be delivered to the Participant a certificate or certificates (or electronic equivalent thereof), representing such Shares in the name of the Participant or the Participant's legal personal representative or otherwise as the Participant may or they may in writing direct. No financial assistance shall be provided by the Company to any Participant to facilitate the exercise of Options granted pursuant to the Plan.
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(b) In lieu of paying cash on the exercise of Options under Section 5(a), the Participant (other than any Participant performing Investor Relations Activities) may elect to exercise Options on a "net" basis at any time prior to the expiry time of such Options. The exercise of any Option on a "net" basis will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares in respect of which the Option is being exercised on a "net" basis. Upon such exercise, the Participant shall be issued such number of Shares as is equal to (i) the "in-the-money" amount for all of the Participant's Options being exercised on a "net" basis (being the then VWAP (calculated at the date of exercise) for the five trading days immediately preceding the exercise less the exercise price of each such Option) divided by (ii) the then VWAP (calculated at the date of exercise) for the five trading days immediately preceding the exercise, and multiplied by (iii) the number of Options being exercised on a "net" basis.
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(c) In order to fulfill the Company's obligations under the ITA in respect of withholding and remittance on account of tax payable by Participants on the exercise of Options under Sections 5(a) and 5(b) the Company shall advise each Participant, on receiving such Participant's notice of intention to exercise, the amount of such remittance (the " Remittance Amount ") required under subsection 153(1) of the ITA. The Participant shall pay to the Company, as an additional amount on the exercise of their Options, the
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Remittance Amount; upon receipt of this amount, the Company shall issue to the Participant the Shares for which the Option was exercised.
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(d) Should a Participant not pay the Remittance Amount at the time of exercise of their Options, the Company shall retain and sell on behalf of the Participant such number of Shares having a value equal to the Remittance Amount (and any reasonable costs of disposing of such Shares) on the Exchange to satisfy the Remittance Amount.
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(e) Notwithstanding anything else contained herein, each Participant shall be responsible for the payment of all applicable taxes, including, but not limited to, income taxes payable in connection with the exercise of any Options under this Plan and the Company, its directors, officers, employees and agents shall bear no liability in connection with the payment of such taxes.
6. ADJUSTMENTS IN SHARES
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(a) Appropriate adjustments in the number of Shares subject to the Plan and, as regarding Options granted or to be granted, in the number of Shares optioned and in the Exercise Price, shall be made by the Board and approved by the Exchange, if required, to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations or reclassifications of the Shares, the payment of distributions or dividends by the Company (other than dividends in the ordinary course) or other relevant changes in the authorized or issued capital of the Company, which changes occur subsequent to the approval of the Plan by the Board.
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(b) Options granted to Participants hereunder are non-assignable and non-transferable, except in the case of the death of a Participant (which is provided for in Section 7), and are exercisable only by the Participant to whom the Option has been granted.
7. TERMINATION OF EMPLOYMENT/DEATH
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(a) Subject to any written resolution passed by the Board, if any Participant shall cease to hold the position or positions of director, officer, employee or consultant of the Company or any subsidiaries (as the case may be): (i) for any reason other than resignation, termination with Cause, death or Disability, then all Options granted to the Participant under the Plan that have not yet vested within 90 days after the Termination Date shall terminate without payment and shall be of no further force or effect; and (ii) by reason of resignation or termination with Cause, then all Options granted to the Participant under the Plan that have not yet vested as of the Termination Date shall terminate without payment and shall be of no further force or effect.
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(b) Subject to any express resolution passed by the Board, if any Participant shall cease to hold the position or positions of director, officer or employee of the Company or any subsidiaries (as the case may be) by reason of Retirement, any Options held by such Participant under the Plan at the date such Participant retires shall continue to vest in accordance with the terms of such Options, except, at the discretion of the Board, for any Options which are awarded to such director, officer or employee during the calendar year in which the director, officer or employee retires, all of which Options shall expire.
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(c) Subject to any express resolution passed by the Board, in the event of the death of a Participant, any Option previously granted to such Participant that has vested or that will have vested within 12 months after the date of death of such Participant shall immediately vest and shall be exercisable until the end of the expiry date of such Option or until the expiration of 12 months after the date of death of such Participant, whichever is earlier, by the person or persons to whom the Participant's rights under the Option shall pass by the Participant's will or applicable law, after which all unexercised Options granted to the
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Participant under the Plan shall terminate without payment and shall be of no further force or effect.
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(d) Subject to any express resolution passed by the Board, in the event of Disability of a Participant, any Option previously granted to such Participant that has vested or that will have vested within 90 days after the date of Disability of such Participant shall immediately vest and shall be exercisable until the end of the expiry date of such Option or until the 90th day after the date of Disability of such Participant, whichever is earlier, after which all unexercised Options granted to the Participant under the Plan shall terminate without payment and shall be of no further force or effect.
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(e) Subject to Sections 7(a) through 7(d), any Options (vested and unvested) granted or issued to any Participant who is a director, officer, or bona fide employee or Service Provider must expire within a reasonable period following the date the Participant ceases to be an eligible Participant under the Plan. For certainty, such date shall not exceed the date which is twelve months from the Termination Date.
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(f) The Plan does not confer upon a Participant any right with respect to continuation of employment by the Company or any Subsidiary, nor does it interfere in any way with the right of the Participant, the Company or the Subsidiary to terminate the Participant's employment at any time.
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(g) Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the Company or any of its Subsidiaries.
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(h) A Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to any Option which would have vested or been granted after the Termination Date, or which could have been exercised after the Termination Date but for this Section 7, including but not limited to damages in lieu of notice at common law.
8. CHANGE OF CONTROL
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(a) In the event a Change of Control occurs, all Options which have not otherwise vested in accordance with their terms shall immediately vest and be exercisable, notwithstanding the other terms of the Options or the Plan for a period of time ending on the earlier of the expiry time of the Option and the thirtieth (30th) day following the effective date of the Change of Control.
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(b) If approved by the Board, Options may provide that, whenever the Company's shareholders receive a Take-over Proposal, such Option may be exercised as to all or any of the Shares in respect of which such Option has not previously been exercised (including in respect of Options not otherwise vested at such time) by the Participant (the " Take-over Acceleration Right "), but any such Option not otherwise vested and deemed only to have vested in accordance with the foregoing may only be exercised for the purposes of tendering to such Take-Over Proposal. If for any reason any such Shares are not so tendered or, if tendered, are not, for any reason taken up and paid for by the offeree pursuant to the Take-Over Proposal, any such Shares so purchased by the Participant shall be and shall be deemed to be cancelled and returned to the treasury of the Company, and shall be added back to the number of Shares, if any, remaining unexercised under the Option (and shall thus be available for exercise of the Option in accordance with the terms thereof) and upon presentation of the Company of share certificates representing such Shares properly endorsed for transfer back to the Company, the Company shall refund to the Participant all consideration paid by him or her in the initial purchase thereof. The Take-over Acceleration Right shall commence at such time as is determined by the Board, provided that, if the Board approves the Take-over Acceleration Right but does not determine commencement and termination dates regarding same, the Take-over
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Acceleration Right shall commence on the date of the Take-over Proposal and end on the earlier of the expiry time of the Option and the tenth (10th) day following the expiry date of the Take-over Proposal. Notwithstanding the foregoing, the Take-over Acceleration Right may be extended for such longer period as the Board may resolve.
9. AMENDMENT OR DISCONTINUANCE OF PLAN
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(a) Subject to the applicable rules of the Exchange and receipt of prior written approval from the Exchange, the Board may from time to time, in its absolute discretion and without the approval of the shareholders of the Company, make the following amendments to the Plan or any Option:
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(i) other than in connection with Options issued to Participants engaging in Investor Relations Activities, and subject to the requirements of the Exchange including, if applicable, shareholder approval, any amendment to the vesting provisions of the Plan and any Option, including to accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of an Option;
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(ii) any amendment to the Plan or an Option as necessary to comply with applicable law or the requirements of the Exchange or any other regulatory body having authority over the Company, the Plan or the shareholders of the Company;
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(iii) subject to the requirements of the Exchange including, if applicable, shareholder approval, any amendment to the Plan and any Option to permit the conditional exercise of any Option, on such terms as it sees fit;
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(iv) any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;
-
(v) any amendment respecting the administration of the Plan; and
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(vi) any other amendment that does not require the approval of the shareholders of the Company as expressly set out in this Section 9.
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(b) Approval of the Exchange and the shareholders of the Company will be required for the following amendments to the Plan or any Option:
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(i) any increase in the number of Shares reserved for issuance under the Plan;
-
(ii) any amendment to increase or remove the Insider participation limits set out in Section 4(b);
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(iii) the provision of financial assistance to a Participant in connection with the exercise of Options;
-
(iv) any reduction in the exercise price of an Option, cancellation and reissue of Options or substitution of Options with cash or other awards on terms that are more favourable to the Participants;
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(v) any extension of the expiry of an Option, except as otherwise provided herein;
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-
(vi) an amendment that would permit Options to be transferable or assignable other than for normal estate settlement purposes;
-
(vii) any amendment that would materially modify the eligibility requirements for participation in this Plan;
-
(viii) amendments to the limitations under Section 4(b)(iii) with respect to Options that may be granted to Non-Employee Directors; and
-
(ix) an amendment to any of the amending provisions set out in this Section 9(b) and Section 9(d).
-
(c) Approval of the Exchange and disinterested shareholders of the Company will be required for the following amendments to the Plan or any Option:
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(i) any decrease in the Exercise Price of an Option if the Participant is an Insider of the Company at the time of the proposed amendment; and
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(ii) any extension to the term of an Option if the Participant is an Insider of the Company at the time of the proposed amendment.
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(d) Subject to the foregoing, the Board may, at any time and from time to time, without the approval of the holders of Shares, suspend, discontinue or amend this Plan or an Option; provided that unless Participants holding at least 75% of the Options then outstanding otherwise consent in writing, the Board may not suspend, discontinue or amend the Plan or amend any outstanding Option in a manner that would alter or impair any Option previously granted to a Participant under the Plan, and any such suspension, discontinuance or amendment of the Plan or amendment to an Option shall apply only in respect of Options granted on or after the date of such suspension, discontinuance or amendment.
10. COMPLIANCE WITH LAWS AND EXCHANGE RULES
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(a) The Plan, the grant and exercise of Options under the Plan and the Company's obligation to issue Shares on exercise of Options will be subject to Applicable Law. No Option will be granted and no Shares will be issued under the Plan where such grant or issue would require registration of the Plan or of such Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue of Shares in violation of this provision will be void. Shares issued to holders of Options pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.
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(b) The Option agreement between the Company and each Participant to whom an Option is granted hereunder shall be governed by, interpreted and enforced in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The Company's obligation to issue and deliver Shares under any Option is subject to:
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(i) the satisfaction of all requirements under applicable securities laws in respect thereof and obtaining all regulatory approvals as the Company shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;
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(ii) the admission of such Shares to listing on any Exchange on which such Shares may then be listed; and
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- (iii) the receipt from the Participant of such representations, agreements and undertakings as to future dealings in such Shares as the Company determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.
In this connection, the Company shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Shares in compliance with applicable securities laws and for the listing of such Shares on any Exchange on which such Shares are then listed.
11. PARTICIPANTS' RIGHTS
A Participant shall not have any rights as a shareholder of the Company until the issuance of a certificate for Shares upon the exercise of an Option or a portion thereof, and then only with respect to the Shares represented by such certificate or certificates (or electronic equivalent thereof).
No person has any right to compensation or damages for any loss in relation to this Plan, including any loss in relation to:
-
(a) any loss or reduction of rights or expectations under the Plan in any circumstances (including termination of employment for any reason); and
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(b) any exercise of discretion or a decision taken in relation to a grant of Options or to the Plan, or any failure to exercise discretion or make a decision.
12. OPTION AGREEMENT
The Option agreement between the Company and each Participant to whom an Option is granted hereunder will be in writing and will set out the number of Shares subject to option, the Exercise Price, the vesting dates, the expiry date and any other terms approved by the Board, all in accordance with the provisions of this Plan. The agreement will be in such form as the Board may from time to time approve or authorize the officers of the Company to enter into and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options under the income tax or other applicable or relevant laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Company.
13. INDEPENDENT ADVICE
Participants are encouraged to seek tax advice in respect of the grant and exercise of Options and the issuance of the resulting Shares.
14. HOLD PERIOD
In addition to any resale restrictions imposed under applicable securities laws, if required by the Exchange or any other regulatory authority, Options granted under the Plan and Shares issued on exercise of such Options may be required to be legended evidencing that the Options and the Shares issued upon exercise of the Options are subject to a hold period or restricted period as required by the Exchange or other applicable regulatory authority and the Participant by accepting the Option agrees to comply therewith.
15. VOTING SHARES DULY ISSUED
Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Company of the Exercise Price therefore in accordance with the terms of the Option, and the issuance of Shares thereunder will not require a resolution or approval of the Board.
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16. MERGERS, AMALGAMATION AND SALE
If the Company shall become merged (whether by plan of arrangement or otherwise) or amalgamated in or with another corporation or entity or shall sell the whole or substantially the whole of its assets and undertakings for shares or securities of another corporation or other entity, the Company shall, subject to this Section 16, make provision that, upon exercise of an Option after the effective date of such merger, amalgamation or sale, the Participant shall receive such number of shares of the continuing successor corporation or other entity in such merger or amalgamation or the securities or shares of the purchasing corporation or other entity as the Participant would have received as a result of such merger, amalgamation or sale if the Participant had purchased the shares of the Company immediately prior thereto for the same consideration paid on the exercise of the Option and had held such shares on the effective date of such merger, amalgamation or sale and, upon such provision being made, the obligation of the Company to the Participant in respect of the Shares subject to the Option shall terminate and be at an end and the Participant shall cease to have any further rights in respect thereof. Adjustments under this section or any determinations as to fair market value of any securities shall be made by the Board, and any reasonable determination made by the Board shall be binding and conclusive.
17. OPTION TO COMPANIES
The provisions herein in respect of the grant of Options shall apply, with appropriate modifications, to the grant of Options to a company either: (a) wholly-owned by any person whom Options may otherwise be granted hereunder; or (b) controlled by any person to whom Options may otherwise be granted hereunder (and the shares of which are held directly or indirectly by any such person and such person's spouse, minor children and/or minor grandchildren), subject to any requirements of any applicable regulatory authority having jurisdiction, including any Exchange.
18. EFFECTIVE DATE
This Plan shall be effective as of April 14, 2023 subject to ratification by the disinterested holders of the common shares of Spartan Delta Corp. by ordinary resolution.
APPROVED by the Board the 14th day of April, 2023.
[APPROVED by disinterested holders of common shares of Spartan Delta Corp. (pursuant to the policies of the Exchange) this 16[th] day of May, 2023.][1]
1 Subject to approval by disinterested shareholders of Spartan Delta Corp. (" Spartan ") at the annual general and special meeting of shareholders of Spartan being held on May 16, 2023. For more information, please refer to the management information circular of Spartan dated April 14, 2023.
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APPENDIX "C"
LOGAN ENERGY CORP. – SHARE AWARD INCENTIVE PLAN
( Please see attached. )
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LOGAN ENERGY CORP.
SHARE AWARD INCENTIVE PLAN
ARTICLE 1 PURPOSE
1.1 Purpose
The purpose of this Plan is to provide directors, officers, employees and Consultants of the Company or any of its subsidiaries with the opportunity to acquire Share Awards to allow them to participate in the longterm success of the Company and to promote a greater alignment of their interests with the interests of the Company's shareholders.
ARTICLE 2 INTERPRETATION
2.1 Definitions
For purposes of the Plan:
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(a) " Active Employment " means the period in which a Participant who is an employee of the Company or an affiliate performs work for the Company or an affiliate. For certainty, "Active Employment" shall be deemed to include any period constituting the minimum notice of termination period as may be required to be provided to a Participant pursuant to applicable employment standards legislation but shall exclude any other period that follows or ought to have followed the later of the end of the statutory notice period or the Participant's last day of performing work for the Company or an affiliate, whether that period arises from a contractual or common law right;
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(b) " Active Engagement " means any period in which a Participant who is not an employee of the Company or an affiliate provides services to the Company or an affiliate. For certainty, "Active Engagement" shall exclude any period that follows, or ought to have followed, a Participant's last day of providing services to the Company or an affiliate, including at common law;
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(c) " Adjustment Factor " means the adjustment factor set out in the Award Notice for an award of PSAs;
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(d) " Applicable Withholding Amount " is defined in Section 4.9(b);
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(e) " Award Date " means a date on which Share Awards are awarded to a Participant in accordance with Section 4.1;
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(f) " Award Market Value " per Share Award means the VWAP on the Exchange for the five trading days immediately preceding the Award Date;
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(g) " Award Notice " means a notice substantially in the form of Schedule A, in the case of RSAs, and substantially in the form of Schedule B, in the case of PSAs, and containing such other terms and conditions relating to an award of Share Awards as the Board may prescribe;
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(h) " Board " means the board of directors of the Company or its delegate pursuant to Section 3.1(b);
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(i) " Blackout Period " means the period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of a Share Award.
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(j) " Cause " means any grounds at common law for which an employer is entitled to dismiss an employee without notice or pay in lieu of notice, and includes, without limitation, the following:
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(i) the Participant's breach of a material term of his or her employment agreement or employment, as applicable;
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(ii) the Participant's repeated and demonstrated failure to perform the Participant's material duties of his or her position in a competent manner;
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(iii) the conviction of the Participant for a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company;
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(iv) the Participant's willful failure to act honestly and in the best interests of the Company;
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(v) the Participant's breach of his or her fiduciary duties, as applicable;
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(vi) any actions or omissions on the part of the Participant constituting gross misconduct or
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(vii) gross negligence resulting in material harm to the Company or which otherwise adversely impacts the reputation of the Company in a material nature;
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(k) " Change of Control " means and shall be deemed to have occurred upon the happening of any of the following events:
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(i) the acceptance by the holders of Shares, representing in aggregate, more than 50% of all issued Shares of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Shares;
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(ii) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Shares acquired) directly or indirectly, of beneficial ownership of such number of Shares or rights to Shares, if any, representing (assuming the full exercise of such rights to Shares) more than 50% of the combined voting rights of the Company's then outstanding Shares;
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(iii) the entering into of any agreement by the Company to merge, consolidate, amalgamate, initiate an arrangement or be absorbed by or into another corporation; provided that no change of control shall be deemed to have occurred if (A) the transaction contemplated by such agreement referred to herein is not completed; or (B) upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;
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(iv) the passing of a resolution by the Board or shareholders of the Company to substantially liquidate the assets or wind up the Company's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation winding
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up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Company in circumstances where the business of the Company is continued and where the shareholdings remain substantially the same following the re-arrangement);
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(v) individuals who were members of the Board immediately prior to a meeting of shareholders of the Company involving a contest for or an item of business relating to the election of directors, do not constitute a majority of the Board following such contest or election;
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(vi) the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (i), (ii), (iii), (iv) and (v) and referred to above; or
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(vii) a determination by the Board, acting in good faith, that a change of control has occurred for the purpose of this clause.
For purposes of this Plan, the Board may, by resolution, clarify the date as of which a Change of Control shall be deemed to have occurred.
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(l) " Committee " means the Compensation Committee of the Board or such other Committee of the Board as may be appointed by the Board to administer the Plan;
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(m)
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" Company " means Logan Energy Corp. and its successors and assigns;
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(n) " Disability " means the permanent and total incapacity of a Participant as determined by the Board for purposes of this Plan;
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(o) " Distribution Date " means the date determined in accordance with Sections 4.7 or 4.13, as applicable;
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(p) " Dividend Equivalent " means a bookkeeping entry whereby each Share Award is credited with the equivalent amount of the dividend paid on a Share in accordance with Section 4.5;
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(q) " Dividend Market Value " means the VWAP of the Shares on the Exchange for the five (5) trading days immediately following the dividend record date for the payment of any dividend made on the Shares;
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(r) " Eligible Person " means a Person entitled to receive Share Awards in accordance with Section 3.3;
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(s) " Exchange " means the TSX Venture Exchange, until such time as the Company graduates to the Toronto Stock Exchange and any successor thereof, at which point "Exchange" means the Toronto Stock Exchange;
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(t) " Exchange Policies " means, collectively, Policy 4.4 of the TSX Venture Exchange entitled "Security Based Compensation", Policy 1.1 of the TSX Venture Exchange entitled "Interpretation", and any other policies of the TSX Venture Exchange applicable to any Security Based Compensation Arrangement;
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(u)
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" Final Date " is defined in Section 4.7(b)
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(v) " Insider " means an insider as defined in the policies of the Exchange;
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-
(w) " Non-Employee Director " means a director of the Company who is not an officer or employee of the Company or a subsidiary;
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(x) " Participant " means an Eligible Person who has been awarded Share Awards under the Plan or to whom Share Awards have been transferred in accordance with the Plan;
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(y) " Payment Shares " is defined in Section 4.9(a);
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(z) " Performance Measures " means, for any period, the performance measures to be taken into consideration in granting PSAs and determining the Adjustment Factor in respect of any PSA, which measures shall be established by the Board in its discretion at the time of the grant of the PSA and which may include, without limitation, the total shareholder return of the Shares compared to an index, subindex or identified group of peers and the Company's performance compared to identified operational or financial targets;
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(aa) " Performance Share Award " or " PSA " means a unit equivalent in value to a Share, credited by means of a bookkeeping entry on the books of the Company in accordance with Article 4, based on the achievement of the performance criteria set out in the applicable Award Notice;
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(bb) " Permitted Assign " means, with respect to any Participant:
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(i) a trustee, custodian or administrator acting on behalf of, or for the benefit of, the Participant,
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(ii) a holding entity of the Participant,
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(iii) a spouse of the Participant,
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(iv) a trustee, custodian or administrator acting on behalf of, or for the benefit of, the spouse of the Participant, or
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(v) a holding entity of the spouse of the Participant;
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(cc) " Person " means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, fund, organization or other group of organized persons, government, government regulatory authority, governmental department, agency, commission, board, tribunal, dispute settlement panel or body, bureau, court, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;
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(dd) " Plan " means this Share Award Incentive Plan as amended, restated, supplemented or otherwise modified from time to time;
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(ee) " Restricted Share Award " or " RSA " means a unit equivalent in value to a Share, credited by means of a bookkeeping entry on the books of the Company in accordance with Article 4;
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(ff) " Retirement " means the retirement of a Participant who has greater than or equal to five (5) years of service to the Company or its subsidiaries and is older than sixty (60) years of age or as otherwise approved by the Board;
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(gg) " Security Based Compensation Arrangement " means any share rights incentive plan, share option, share option plan, employee share purchase plan in existence from time to
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time where the Company provides any financial assistance or matching mechanism, stock appreciation right or any other compensation or incentive mechanism involving the issuance or potential issuance of securities from the Company's treasury, including a share purchase from treasury which is financially assisted by the Company by way of a loan guarantee or otherwise, but for greater certainty does not involve compensation arrangements which do not involve the issuance or potential issuance of securities from the Company's treasury;
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(hh) " Settlement Market Value " per Share means the VWAP on the Exchange for the five trading days immediately preceding the Distribution Date;
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(ii) " Share " means a common share of the Company or, in the event of an adjustment contemplated by Section 4.14, such number or type of securities as the Board may determine;
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(jj) " Share Award " means a PSA or an RSA, as applicable;
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(kk) " Termination Date " means, in respect of a Participant, such Participant's last day of Active Employment or Active Engagement (as applicable) with the Company or an affiliate, whether such date is selected by the Participant, by mutual agreement between the Company or an affiliate and the Participant, or unilaterally by the Company or an affiliate;
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(ll) " U.S. Taxpayer " means a Participant who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the U.S. Internal Revenue Code (the " Code ") or a Participant for whom the award of Share Awards under this Plan would otherwise be subject to U.S. taxation under the United States Internal Revenue Code. A Participant shall be considered a U.S. taxpayer solely to the extent such Participant's Share Awards are subject to U.S. taxation; and
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(mm) " VWAP " means the volume weighted average trading price of the listed Shares, calculated by dividing the total value by the total volume of Shares traded for the relevant period.
Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policies, including, without limitation, "Consultant" and "Investor Relations Activities".
2.2 Certain Rules of Interpretation
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(a) Whenever the Board or, where applicable, the Committee or any sub-delegate of the Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term "discretion" means the sole and absolute discretion of the Board or the Committee or the sub-delegate of the Committee, as the case may be.
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(b) As used herein, the terms "Article" and "Section" mean and refer to the specified Article or Section of this Plan.
-
(c) Words importing the singular include the plural and vice versa and words importing any gender include any other gender.
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(d) Unless otherwise specified, all references to money amounts are to Canadian currency.
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ARTICLE 3 ADMINISTRATION
3.1 Administration of the Plan
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(a) This Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Company and on all Eligible Persons, Participants, Permitted Assigns and all other Persons.
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(b) To the extent permitted by applicable law, the Board may, from time to time, delegate to the Committee, on such terms as it considers appropriate, all or any of the powers, duties and functions relating to the granting of Share Awards and the administration of the Plan, including the power to sub-delegate, to the extent permitted by applicable law, to any specified officer of the Company all or any of the powers delegated to the Committee. Any decision made or action taken by the Committee or the specified officer arising out of or in connection with the administration or interpretation of this Plan in this context is final, binding and conclusive on the Company, the Participants and all other Persons.
3.2 Determination of Value if Shares Not Publicly Traded
If the Shares are not publicly traded on the Exchange or any other stock exchange at the relevant time such that the Award Market Value, the Dividend Market Value and/or the Settlement Market Value cannot be determined in accordance herein, such value shall be determined by the Board acting in good faith.
3.3 Eligibility
Share Awards shall be granted only to persons (each, an " Eligible Person ") who are directors, officers, employees, or Consultants of the Company or a subsidiary of the Company as the Board determines should receive Share Awards in accordance with the applicable laws and the policies and rules of the Exchange. Notwithstanding the foregoing, Non-Employee Directors are not eligible to be awarded PSAs and are only eligible to be awarded RSAs under the Plan.
The Board reserves the right to restrict eligibility or otherwise limit the number of Persons eligible for participation in the Plan at any time. Eligibility to participate does not confer upon any individual a right to receive an award of Share Awards pursuant to the Plan.
3.4 Total Shares Subject to Share Awards
Unless otherwise approved by the Exchange (or such other exchanges on which the Shares may be listed from time to time) and the shareholders of the Company:
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(a) the securities that may be issued to Participants pursuant to this Plan shall consist of those authorized but unissued Shares which the Board and/or Committee has, in its discretion, reserved and approved for issuance under the Plan from time to time;
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(b) subject to Section 4.14, the aggregate number of Shares that may be issuable pursuant to the Plan and all other Security Based Compensation Arrangements shall not exceed 10% of the issued and outstanding Shares at the time of grant calculated on a non-diluted basis;
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(c) the Board shall not grant Share Awards under the Plan if the number of Shares issuable pursuant to outstanding Share Awards, when combined with the number of Shares issuable pursuant to outstanding stock options granted under the Company's stock option plan and outstanding securities under any other Security Based Compensation
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Arrangements of the Company, would exceed 10% of the issued and outstanding Shares at the time of the grant;
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(d) the number of securities issuable to Insiders of the Company (as a group), at any time, under all Security Based Compensation Arrangements including, without limitation, this Plan, shall not exceed 10% of the issued and outstanding securities of the Company at the time of grant calculated on a non-diluted basis;
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(e) the number of securities issued to Insiders of the Company (as a group), within any twelvemonth period, under all Security Based Compensation Arrangements including, without limitation, this Plan, shall not exceed 10% of the issued and outstanding securities of the Company at the time of grant calculated on a non-diluted basis;
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(f) the number of Shares issuable to any one Participant, within any twelve-month period, under all Security Based Compensation Arrangements including, without limitation, this Plan, shall not exceed 5% of the issued and outstanding securities of the Company at the time of grant calculated on a non-diluted basis;
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(g) the number of Shares issuable to any one Consultant of the Company, within any twelvemonth period, under all Security-based Compensation Arrangements including, without limitation, this Plan, shall not exceed in aggregate 2% of the issued and outstanding securities of the Company calculated on a non-diluted basis;
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(h) no securities shall be issued to any Participants who are employees engaged in Investor Relation Activities under this Plan;
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(i) the aggregate: (i) number of Shares that may be reserved for issuance pursuant to the exercise of RSAs granted to Non-Employee Directors pursuant to this Plan shall not exceed 1.0% of the Shares outstanding from time to time; and (ii) value of RSAs granted to any one Non-Employee Director in any calendar year under the Plan and under any other Security Based Compensation Arrangements shall not exceed $150,000;
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(j) to the extent Share Awards are exercised or to the extent any Share Awards are terminated for any reason or are cancelled, the Shares subject to such Share Awards shall be added back to the number of Shares reserved for issuance under the Plan and such Shares will again become available for Share Award grants under the Plan; and
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(k) if the acquisition of Shares by the Company for cancellation should result in any of the above tests no longer being met, this shall not constitute non-compliance with this Section 3.4 for any awards outstanding prior to such purchase of Shares for cancellation.
In addition to Exchange and shareholder approval, the Company must obtain disinterested shareholder approval for any grants or issuances that could result in the scenarios described in Sections 3.4(b), 3.4(d), 3.4(e), and 3.4(f).
For purposes of the calculations in this Section 3.4 only, it shall be assumed that all issued and outstanding Share Awards will be settled by the issuance of Shares from treasury, notwithstanding the Company's right pursuant to Section 4.8 to settle Share Awards in cash or by purchasing Shares on the open market.
3.5 Participant's Agreement to be Bound
- (a) Participation in the Plan is entirely voluntary and is at the discretion of the Eligible Person, and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. Should any Eligible Person elect to participate in the Plan by electing to receive Share Awards through delivery
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of an acknowledgement in the manner specified in Section 3.5(b) or otherwise, such acknowledgement shall be construed as acceptance by the Eligible Person, of the terms and conditions of the Plan, and all rules and procedures adopted hereunder, as amended, assigned or assumed from time to time in accordance with the terms hereof.
- (b) In order to participate in the Plan, an Eligible Person shall acknowledge each Award Notice and such other matters as deemed necessary by the Committee, in its sole discretion, including those matters specified in Schedule A or Schedule B, by delivering their countersigned acknowledgement on the Award Notice.
ARTICLE 4 AWARD OF SHARE AWARDS
4.1 Award of Share Awards
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(a) Subject to the provisions of the Plan and such other terms and conditions as the Committee or the Board may prescribe, the Committee may, from time to time grant Share Awards to any Eligible Person. Upon receipt of an acknowledgement in the manner specified in Section 3.5, Share Awards shall be credited to an account maintained for each Participant on the books of the Company, effective as of the Award Date for that grant. The number of Share Awards (including fractional Share Awards) to be credited as of the Award Date shall be determined by the Committee in its sole discretion.
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(b) Participants may be selected and awards may be made at any time. Participants need not be selected and awards need not be made at the same time by the Committee. Any award made to a Participant shall not obligate the Committee to make any subsequent awards to that Participant. The award of Share Awards in any year to any Eligible Person is intended to be in the nature of a bonus for services rendered or to be rendered in respect of or over any specified period.
4.2 Vesting Period
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(a) Each Share Award will vest on such terms as shall be specified by the Board or Committee at the time of granting an award of Share Awards as reflected in the Award Notice, except as otherwise provided in this Plan. Unless otherwise stipulated by the Board at the time of grant and subject to earlier vesting in accordance with the terms of this Plan:
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(i) RSAs granted hereunder shall vest as to 33 1/3% on each of the first, second and third anniversaries of the Award Date; and
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(ii) PSAs granted hereunder shall vest on the third anniversary of the Award Date.
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(b) Except as permitted pursuant to Section 4.13 or Section 4.16, no Share Award issued pursuant to this Plan may vest before the date that is one year following the date such Share Award is granted or issued.
4.3 Performance Vesting
- (a) Prior to the Distribution Date in respect of any PSA, the Board or Committee shall assess the performance of the Company for the applicable period. The weighting of the individual measures comprising the Performance Measures shall be determined by the Board or Committee, as applicable, in its sole discretion having regard to the principal purposes of the Plan and, upon the assessment of all Performance Measures, the Board or Committee shall determine the Adjustment Factor for the applicable period in its sole discretion. The
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applicable Adjustment Factor may be between a minimum of zero and such maximum as determined by the Board or Committee (provided such maximum shall not exceed 2.0).
- (b) The number of PSAs which vest on a vesting date specified in an Award Notice is the number of PSAs scheduled to vest on such date multiplied by the Adjustment Factor.
4.4 Award Notice
All awards of Share Awards under Section 4.1 of this Plan will be evidenced by an Award Notice. Such Award Notice will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Board or Committee may direct. Any one officer of the Company is authorized and empowered to execute and deliver, for and on behalf of the Company, an Award Notice to a Participant once the Board or Committee has approved the grant of Share Awards to that particular Eligible Person.
4.5 Credits for Dividends
In the event that the Company pays a normal cash dividend on the Shares, a Participant's account shall, subject to the limitations set forth in Section 3.4, be credited with Dividend Equivalents in the form of additional Share Awards as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such Dividend Equivalents shall be computed by dividing: (a) the product of (i) the amount of the dividend declared and paid per Share, multiplied by (ii) the number of Share Awards recorded in the Participant's account on the record date for the payment of such dividend; by (b) the Dividend Market Value, with fractions computed to three decimal places. Any additional Share Awards resulting from such Dividend Equivalents shall have the same vesting schedule and Distribution Date as the Share Awards to which they relate. The foregoing does not require the Company to pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation. If the Company does not have a sufficient number of Shares issuable under the Plan to satisfy its obligations in respect of the Dividend Equivalents, the Company may make payment of such amount in cash (such amount being equal to the Dividend Market Value on the Distribution Date).
4.6 Reporting of Share Awards
Statements of the Share Award accounts will be provided to Participants on an annual basis.
4.7 Distribution Date of Awards
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(a) Unless otherwise determined by the Board in its sole discretion, the date of settlement of any Share Award (a " Distribution Date ") shall be the applicable vesting date for such Share Award established pursuant to Section 4.2; provided that, for greater certainty, the Board may in its sole discretion impose additional or different conditions to the determination of the Distribution Date of any Share Award.
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(b) Notwithstanding anything to the contrary in this Section, no Distribution Date in respect of any Share Award may occur after the earlier of: (i) the thirtieth day after the Participant ceases to be eligible to participate under the Plan (including for the reasons described in Sections 4.10, 4.11, 4.12 and 4.13); or (ii) the fifth anniversary of the Award Date (the earlier of the two being the " Final Date ").
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(c) Notwithstanding anything to the contrary in this Section, with respect to any Share Awards awarded to a Participant who is a U.S. Taxpayer, the Distribution Date shall be the applicable vesting date established pursuant to Section 4.2.
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4.8 Settlement of Share Awards
On the Distribution Date, the Board or Committee, as applicable, in its sole discretion, shall have the option of settling the Shares issuable in respect of Share Awards by any or all of the following methods: (a) settlement in Shares acquired by the Company on the Exchange; (b) the issuance of Shares from the treasury of the Company; or (c) for any Participant who is not a U.S. Taxpayer, payment by the Company of a cash amount per Share Award equal to the Settlement Market Value of the Payment Shares on the Distribution Date, net of applicable withholding tax.
4.9 Distribution of Shares
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(a) Subject to any election by the Board or Committee, as applicable, to settle a Share Award in cash, as soon as practicable after each Distribution Date or on the Final Date (if the Distribution Date is the Final Date), the Company shall issue to the Participant or, if Section 4.13 applies, to the Participant's estate, a number of Shares equal to the number of Share Awards in the Participant's account that became payable on the Distribution Date (the " Payment Shares "). As of the Distribution Date, the Share Awards in respect of which such Shares are issued or cash is paid shall be cancelled and no further payments shall be made to the Participant under the Plan in relation to such Share Awards.
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(b) As a condition to the issue of Shares in payment of any Share Awards, the Company may require that the Participant: (i) pay to the Company such amount as the Company is obligated to remit to the relevant taxing authority in respect of the issuance of the Shares in payment of the Share Awards (the " Applicable Withholding Amount "); (ii) withhold the Applicable Withholding Amount from any remuneration or other amount otherwise payable by the Company to the Participant; (iii) require a sale of a number of Shares issued upon payment of the Share Awards and the remittance to the Company of the net proceeds from such sale sufficient to satisfy the Applicable Withholding Amount; or (iv) enter into any other arrangements suitable to the Company to enable the Company to satisfy the Applicable Withholding Amount, including any combination of the foregoing. On or prior to the Distribution Date, the Company shall advise the Participant in writing of any Applicable Withholding Amount required in connection with the issue of Shares in settlement of the Share Awards.
4.10 Resignation or Termination
Notwithstanding Sections 4.7 and 4.9, and subject to any written resolution passed by the Board, if any Participant shall cease to hold the position or positions of director, officer, employee or Consultant of the Company or any subsidiaries (as the case may be): (i) for any reason other than resignation, termination with Cause, death or Disability, then all Share Awards granted to the Participant under the Plan that have not yet vested within 90 days after the Termination Date shall terminate without payment and shall be of no further force or effect; and (ii) by reason of resignation or termination with Cause, then all Share Awards granted to the Participant under the Plan that have not yet vested as of the Termination Date shall terminate without payment and shall be of no further force or effect. All grants of Share Awards to US Taxpayers shall be deemed to adjust the 90 day term specified herein to 74 days. For the avoidance of doubt, no period of notice or payment in lieu of notice that is given or that ought to have been given to a Participant under applicable law or contract in respect of the Participant's termination of employment, or in respect of a period after the Participant's last day of actual and active employment shall be considered for the purposes of determining the vesting of Share Awards. A Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to not receiving any Share Awards which would have vested or been granted after the Termination Date, including but not limited to damages in lieu of notice at common law.
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4.11 Disability
Subject to any express resolution passed by the Board, if any Participant shall cease to hold the position or positions of director, officer, employee or Consultant of the Company or any subsidiaries (as the case may be) by reason of Disability: (i) any vested Share Awards held by such Participant under the Plan at the date such Participant ceases to hold the position or positions of director, officer, employee or Consultant of the Company or any subsidiaries as the case may be, shall be automatically settled and the Distribution Date shall be the 90th day after such date; (ii) any unvested Share Awards which shall vest within 90 days after the date such Participant ceases to hold the position shall continue to vest in the manner set forth in the applicable Award Notice for such Share Awards; and (iii) all other unvested Share Awards shall terminate without payment and shall be of no further force or effect.
4.12 Retirement
Subject to any express resolution passed by the Board, if any Participant shall cease to hold the position or positions of director, officer or employee of the Company or any subsidiaries (as the case may be) by reason of Retirement, any Share Awards held by such Participant under the Plan at the date such Participant ceases to hold the position or positions of director, officer or employee of the Company or any subsidiaries (as the case may be), shall continue to vest in the manner set forth in the applicable Award Notice for such Share Awards, except, at the discretion of the Board, for any Share Awards which are awarded to such director, officer or employee during the calendar year in which the director, officer or employee retires, all of which Share Awards shall expire.
4.13 Death of Participant Prior to Distribution
Notwithstanding Sections 4.7 and 4.9 of the Plan, but subject to any express resolution passed by the Board or Committee, upon the death of a Participant, any vested Share Awards held by such Participant or any Share Awards which shall vest within one year after the death of the Participant under the Plan shall be automatically settled and the Distribution Date shall be within one year after the death of the Participant and all other unvested Share Awards shall terminate without payment and shall be of no further force or effect.
4.14 Expiration of Share Awards
Subject to Sections 4.10 through 4.13, any Share Awards (vested and unvested) granted or issued to any Participant who is a director, officer, or bona fide employee or Consultant must expire within a reasonable period following the date the Participant ceases to be an eligible Participant under the Plan. For certainty, such date shall not exceed the date which is twelve months from the Termination Date.
4.15 Adjustments to Share Awards
In the event of any subdivision, consolidation, stock dividend, capital reorganization, reclassification, exchange, or other change with respect to the Shares, or a consolidation, amalgamation, merger, spin-off, sale, lease or exchange of all or substantially all of the property of the Company or other distribution of the Company's assets to shareholders (other than the payment of dividends in respect of the Shares as contemplated by Section 4.5), the account of each Participant and the Share Awards outstanding under the Plan shall be adjusted in such manner, if any, as the Board may in its discretion, subject to approval by the Exchange, deem appropriate to preserve, proportionally, the interests of Participants under the Plan.
4.16 Change of Control
- (a) Unless otherwise determined by the Board in its sole discretion, upon a Change of Control, all unvested Share Awards shall become automatically vested and the Performance Measures shall take into account, in determination of any Adjustment Factor in respect of any Performance Share Awards, the period up to and including the Change of Control.
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- (b) Shares issuable in respect of Share Awards shall be, and shall be deemed to be, issued to Participants effective immediately prior to the completion of the transaction which would result in the Change of Control unless issued prior thereto in accordance with this Plan.
4.17 Discretion to Permit Vesting
Notwithstanding the provisions of Sections 4.2, 4.10, 4.11, 4.12 and 4.13, the Board may, in its sole discretion, at any time prior to or following the events contemplated in such Sections, permit the vesting of any or all Share Awards held by a Participant and the issuance of the Payment Shares or payment of cash in respect of such Share Awards in the manner and on the terms authorized by the Board, provided that the Board will not, in any case, authorize the vesting of a Share Awards or the issuance of a Payment Share or payment of cash pursuant to this Section beyond the Final Date applicable to the particular Share Award.
4.18 Blackout Periods
Subject to the rules and regulations of the Exchange or any other exchange on which the Shares are listed for trading, notwithstanding any other provisions of this Plan, if the Distribution Date of any Share Award occurs during or within 10 business days following the end of a Blackout Period, the Distribution Date of such Share Award shall be extended for a period of 10 business days following the end of the Blackout Period (or such longer period as permitted by the Exchange and approved by the Board).
ARTICLE 5 GENERAL
5.1 Amendment, Suspension, or Termination of Plan
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(a) Subject to Sections 5.1(b) and 5.1(c) below and to the rules and policies of the Exchange or any other stock exchange on which the Shares are listed and applicable law, the Board may, without notice or shareholder approval, at any time or from time to time, amend, suspend or terminate the Plan or awards granted hereunder for any purpose which, in the good faith opinion of the Board, may be expedient or desirable, including making such amendments to the Plan to comply with rules and policies of the Exchange or any other stock exchange on which the Shares are listed.
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(b) Notwithstanding Section 5.1(a) but subject to 5.1(f), the Board shall not alter or impair any rights or increase any obligations with respect to a Share Award previously granted under the Plan without the consent of the Participant.
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(c) Notwithstanding Section 5.1(a), none of the following amendments shall be made to this Plan or awards granted hereunder without approval of the Exchange (to the extent the Company has any securities listed on such exchange) and the approval of shareholders:
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(i) amendments to the Plan which would increase the number of securities issuable under the Plan otherwise than in accordance with the terms of this Plan;
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(ii) amendments to the Plan which would increase the number of securities issuable to Insiders otherwise than in accordance with the terms of this Plan;
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(iii) amendments that would extend the Distribution Date of any Share Awards held by Insiders beyond the original Final Date of the Share Awards;
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(iv) amendments that would reduce the Award Market Value of any Share Awards held by Insiders otherwise than in accordance with the terms of this Plan;
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(v) the addition of any form of financial assistance to a Participant;
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(vi) amendments to the restriction under Section 5.5 to permit a Participant to transfer any Share Awards to a new beneficial holder other than for estate settlement purposes;
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(vii) amendments to the limitations under Section 3.4(i) with respect to RSAs that may be granted to Non-Employee Directors; and
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(viii) amendments to this Section 5.1.
Such amendments shall require the approval of the disinterested holders of the Company's Shares by ordinary resolution.
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(d) If the Board terminates or suspends the Plan, no new Share Awards will be credited to the account of a Participant. Previously credited Share Awards whether or not vested, may, at the Board's election, be accelerated (if unvested) and/or Shares issuable in respect of such Share Awards may be distributed to Participants or may remain outstanding. In the event that a Share Award remains outstanding following a suspension or termination of the Plan, such Share Award shall not be entitled to Dividend Equivalents unless at the time of termination or suspension the Board determines that the entitlement to Dividend Equivalents after termination or during suspension, as applicable, should be continued.
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(e) The Board shall not require the consent of any affected Participant in connection with a termination of the Plan in which the vesting of all Share Awards held by the Participant are accelerated and the Payment Shares are issued to the Participant or cash is paid in respect of all such Share Awards.
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(f) The Plan will terminate on the date upon which no further Share Awards remain outstanding.
5.2 Compliance with Laws/U.S. Tax Matters
The administration of the Plan shall be subject to and made in conformity with all applicable laws and any regulations of a duly constituted regulatory authority. If at any time the Board determines that the listing, registration or qualification of the Shares subject to the Share Award upon any securities exchange or under any provincial, state, federal or other applicable law, or the consent or approval of any governmental body, securities exchange, or the holders of the Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such Share Awards or the issue of Shares thereunder, no such Share Award may be awarded or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.
The Share Awards awarded to Participants who are U.S. Taxpayers are intended to be exempt from Section 409A of the United States Internal Revenue Code and the provisions of this Plan shall be interpreted consistent with that intent.
5.3 Reorganization of the Company
The existence of any Share Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Company or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company, or any amalgamation, combination, merger or consolidation involving the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.
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5.4 Assignment
Rights and obligations under the Plan may be assigned by the Company to a successor in the business of the Company, any company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Company, or any company acquiring all or substantially all of the assets or business of the Company.
5.5 Share Awards Non-Transferable
Share Awards are non-transferable except to a Permitted Assign. Certificates representing Share Awards will not be issued by the Company.
5.6 Participation to be Determined by Board; No Additional Rights
The participation of any Participant in the Plan shall be determined by resolution of the Board or the Committee, if such authority is delegated thereto. Nothing in this Plan shall be construed to provide the Participant with any rights whatsoever to participate or to continue participation in this Plan, or to compensation or damages in lieu of participation. The Company does not assume responsibility for the personal income tax liability or other tax consequences for the Participants and they are advised to consult with their own tax advisors.
No person has any right to compensation or damages for any loss in relation to this Plan, including any loss in relation to:
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(a) any loss or reduction of rights or expectations under the Plan in any circumstances (including termination of employment for any reason); and
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(b) any exercise of discretion or a decision taken in relation to a grant of Share Awards or to the Plan, or any failure to exercise discretion or make a decision.
5.7 No Shareholder Rights
Under no circumstances shall Share Awards be considered Shares or other securities of the Company, nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares or other securities of the Company, nor shall any Participant be considered the owner of Shares by virtue of the award of Share Awards. A Participant will acquire rights to Shares in respect of Share Awards only upon the allotment and issuance to the Participant of such Shares in accordance with this Plan.
5.8 Fractions
No fractional Share will be issued pursuant to an award granted hereunder. The number of Shares issuable upon payment of any award granted under this Plan will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional Share so disregarded.
5.9 Unfunded and Unsecured Plan
Unless otherwise determined by the Board, the Plan shall be unfunded and the Company will not secure its obligations under the Plan. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Share Awards under the Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Company.
5.10 Market Fluctuations
No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of Shares, nor will any other form of benefit be conferred upon, or in respect of, a
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Participant for such purpose. The Company makes no representations or warranties to Participants with respect to the Plan or the Shares whatsoever. In seeking the benefits of participation in the Plan, a Participant agrees to accept all risks associated with a decline in the market price of Shares.
5.11 Participant Information
Each Participant shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to other third parties in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant's behalf.
5.12 Indemnification
Every director of the Company will at all times be indemnified and saved harmless by the Company from and against all costs, charges and expenses whatsoever, including any income tax liability arising from any such indemnification, that such director may sustain or incur by reason of any action, suit or proceeding, taken or threatened against the director, otherwise than by the Company, for or in respect of any act done or omitted by the director in respect of administering this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgment rendered therein.
5.13 Effective Date of the Plan
This Plan shall be effective as of April 14, 2023 subject to ratification by the disinterested holders of the common shares of Spartan Delta Corp. by ordinary resolution.
5.14 Governing Law
The Plan shall be governed by, and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflict of laws.
APPROVED by the Board the 14th day of April, 2023.
[APPROVED by disinterested holders of common shares of Spartan Delta Corp. (pursuant to the policies of the Exchange) this 16[th] day of May, 2023.][1]
1 Subject to approval by disinterested shareholders of Spartan Delta Corp. (" Spartan ") at the annual general and special meeting of shareholders of Spartan being held on May 16, 2023. For more information, please refer to the management information circular of Spartan dated April 14, 2023.
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SCHEDULE A SHARE AWARD INCENTIVE PLAN FORM OF AWARD NOTICE FOR RESTRICTED SHARE AWARDS
The Company hereby grants the following award to the Participant named below in accordance with and subject to the terms, conditions and restrictions of this Award Notice, together with the provisions of the Share Award Incentive Plan of the Company (the " Plan "):
Name and Address of Participant:
Participant IS [ ]/ IS NOT [[ ] (select one) a U.S. Taxpayer (as defined in the Plan).
Date of Grant:
Total Number of RSAs:
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The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.
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The Participant acknowledges and agrees that her or she has received the Plan and has read and understands the terms of the Plan and agrees to be bound by the terms and conditions of the Plan and the Award Notice. If the agreement and acknowledgement by the Participant at the end of this Award Notice is not received by the Company within fifteen (15) days of the delivery of this Award Notice, the Company shall not credit any RSAs to the Participant's account, unless waived by the Committee, in its sole discretion.
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Subject to any acceleration in vesting as provided in the Plan, each RSA vests as follows:
| [1/3] | [First anniversary of the Date of Grant] |
|---|---|
| [1/3] | [Second anniversary of the Date of Grant] |
| [1/3] | [Third anniversary of the Date of Grant] |
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No fractional Share will be issued upon exercise of a vested RSA pursuant to an award granted hereunder. The number of Shares issuable upon payment of any award granted under the Plan will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional Share so disregarded.
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Each notice relating to an award of RSAs, including the acknowledgement in this Award Notice, must be in writing and signed by the Participant or the Participant's legal representative. All notices to the Company must be delivered to the Chief Financial Officer of the Company. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.
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When the issuance of Shares upon exercise of vested RSAs may, in the opinion of the Company, conflict or be inconsistent with any applicable law or any regulations of any regulatory authority having jurisdiction, the Company reserves the right to refuse to issue such Shares for so long as such conflict or inconsistency remains outstanding.
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As a condition to settling the RSAs in accordance with the Plan, the Company has the right to withhold all applicable taxes. The Company does not assume responsibility for the personal income or other tax consequences of the Participant and has advised the Participant to consult with its own tax advisor.
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Participant's rights in respect of the RSAs are conditioned on the receipt to the full satisfaction of the Committee of any required consents or documentation that the Committee may determine to be necessary or advisable to administer the Plan.
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The Company may affix to certificates for Shares issued pursuant to this Award Notice any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws) and may advise the transfer agent to place a stop order against any legended Shares.
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The Committee shall have full discretion with respect to any actions to be taken or determinations to be made in connection with RSAs under this Award Notice, and its determination shall be final, binding and conclusive.
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The Company and the Participant represent that the Participant is a director, officer or bona fide employee or consultant of the Company, as applicable.
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For absolute certainty, by accepting and executing this Notice, the Participant specifically represents, warrants and acknowledges that he or she has read and understood the terms and conditions set out in 5.6 of the Plan which (i) state that a Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to not receiving any RSAs which would have vested or been granted after their Termination Date including but not limited to damages in lieu of notice at common law; and (ii) have the effect that no period of contractual or common law reasonable notice that exceeds the Participant's minimum statutory notice period under applicable employment standards legislation (if any), shall be used for the purposes of calculating a Participant's entitlement under the Plan. By accepting and executing this Notice, the Participant further waives any eligibility to receive damages or payment in lieu of any forfeited RSAs under the Plan that would have vested or accrued during any contractual or common law reasonable notice period that exceeds a Participant's minimum statutory notice period under the applicable employment standards legislation (if any).
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By signing below, I acknowledge that I have received a copy of the Plan and that my execution of the Notice is done freely and voluntarily, without inducement or duress, having had an opportunity to review, make inquiries, and seek independent legal advice as to the terms and conditions of the Notice and the Plan.
LOGAN ENERGY CORP.
By: Authorized Signatory
Agreed to and Acknowledged by the Participant, this _ day of __, 20 _.
Name: [Insert name of Participant]
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SCHEDULE B SHARE AWARD INCENTIVE PLAN FORM OF AWARD NOTICE FOR PERFORMANCE SHARE AWARDS
The Company hereby grants the following award to the Participant named below in accordance with and subject to the terms, conditions and restrictions of this Award Notice, together with the provisions of the Share Award Incentive Plan of the Company (the " Plan "):
Name and Address of Participant:
Participant IS [ ]/ IS NOT [[ ] (select one) a U.S. Taxpayer (as defined in the Plan).
Date of Grant:
Total Number of PSAs:
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The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Notice and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.
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The Participant acknowledges and agrees that he or she has received the Plan and has read and understands the terms of the Plan and agrees to be bound by the terms and conditions of the Plan and the Award Notice. If the agreement and acknowledgement by the Participant at the end of this Award Notice is not received by the Company within 15 days of the delivery of this Award Notice, the Company shall not credit any PSAs to the Participant's account, unless waived by the Committee, in its sole discretion.
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Subject to any acceleration in vesting as provided in the Plan, each PSA vests [on the third anniversary of the date of grant] .
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The Adjustment Factor for the PSAs is determined as follows:
[�]
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The Adjustment Factor for performance between the numbers set out above is interpolated on a straight line basis.
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No fractional Share will be issued upon exercise of a vested PSA pursuant to an award granted hereunder. The number of Shares issuable upon payment of any award granted under the Plan will be rounded down to the nearest whole number of Shares. No payment or other adjustment will be made with respect to the fractional Share so disregarded.
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Each notice relating to an award of PSAs, including the acknowledgement in this Award Notice, must be in writing and signed by the Participant or the Participant's legal representative. All notices to the Company must be delivered to the Chief Financial Officer of the Company. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.
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When the issuance of Shares upon the vesting of PSAs may, in the opinion of the Company, conflict or be inconsistent with any applicable law or any regulations of any regulatory authority having jurisdiction, the Company reserves the right to refuse to issue such Shares for so long as such conflict or inconsistency remains outstanding.
C - 19
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As a condition to settling the PSAs in accordance with the Plan, the Company has the right to withhold all applicable taxes. The Company does not assume responsibility for the personal income or other tax consequences of the Participant and has advised the Participant to consult with its own tax advisor.
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Participant's rights in respect of the PSAs are conditioned on the receipt to the full satisfaction of the Committee of any required consents or documentation that the Committee may determine to be necessary or advisable to administer the Plan.
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The Company may affix to certificates for Shares issued pursuant to this Award Notice any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under any applicable securities laws) and may advise the transfer agent to place a stop order against any legended Shares.
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The Committee shall have full discretion with respect to any actions to be taken or determinations to be made in connection with PSAs under this Award Notice, and its determination shall be final, binding and conclusive.
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The Company and the Participant represent that the Participant is a director, officer or bona fide employee or consultant of the Company, as applicable.
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For absolute certainty, by accepting and executing this Notice, the Participant specifically represents, warrants and acknowledges that he or she has read and understood the terms and conditions set out in 5.6 of the Plan which (i) state that a Participant shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to not receiving any PSAs which would have vested or been granted after their Termination Date including but not limited to damages in lieu of notice at common law; and (ii) have the effect that no period of contractual or common law reasonable notice that exceeds the Participant's minimum statutory notice period under applicable employment standards legislation (if any), shall be used for the purposes of calculating a Participant's entitlement under the Plan. By accepting and executing this Notice, the Participant further waives any eligibility to receive damages or payment in lieu of any forfeited PSAs under the Plan that would have vested or accrued during any contractual or common law reasonable notice period that exceeds a Participant's minimum statutory notice period under the applicable employment standards legislation (if any).
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By signing below, I acknowledge that I have received a copy of the Plan and that my execution of the Notice is done freely and voluntarily, without inducement or duress, having had an opportunity to review, make inquiries, and seek independent legal advice as to the terms and conditions of the Notice and the Plan.
LOGAN ENERGY CORP.
By: Authorized Signatory
Agreed to and Acknowledged by the Participant, this _ day of __, 20 _.
Name: [Insert name of Participant]
C - 20