FORM 49 [RULE 13.19] CALGARY

FORM 49 [RULE 13.19] 'OTAK FILED

SEP 2

5 2013

COURT FILE NUMBER 1301— ([3 rd.._

COURT COURT OF QUEEN'S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, as amended

IN THE MATTER OF THE BUSINESS

CORPORATIONS ACT, R.S.A. 2000, c. B-9, as amended

AND IN THE MATTER OF THE COMPROMISE

OR ARRANGEMENT OF LONE PINE

RESOURCES CANADA LTD., LONE PINE

RESOURCES INC., LONE PINE RESOURCES

(HOLDINGS) INC., WISER DELAWARE LLC and

WISER OIL DELAWARE, LLC

DOCUMENT AFFIDAVIT

ADDRESS FOR SERVICE AND BENNETT JONES LLP

CONTACT INFORMATION OF Barristers and Solicitors

PARTY FILING THIS 4500, 855 — 2nd Street S.W.

DOCUMENT Calgary, Alberta T2P 4K7

Attention: Chris Simard Telephone No.: 403-298-4485 Fax No.: 403-265-7219 Client File No.: 68261.10

AFFIDAVIT OF TIM S. GRANGER

Sworn on September 25, 2013.

I, TIM S. GRANGER, of Calgary, Alberta, SWEAR AND SAY THAT:

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1. I am the President and Chief Executive Officer of both Lone Pine Resources Canada Ltd. ("LPR Canada") and Lone Pine Resources Inc. ("LPRI") and as such I have personal knowledge of the matters hereinafter deposed to, save where stated to be based on information and belief, in which case I verily believe the same to be true. The other applicants — being Lone Pine Resources (Holdings) Inc. ("LPR Holdings"), Wiser Delaware LLC ("Wiser Delaware") and Wiser Oil Delaware, LLC ("Wiser Oil") -- are all direct or indirect wholly-owned subsidiaries of LPRI that do not conduct active business operations.

2. All references to dollar amounts contained herein are to Canadian Dollars unless otherwise stated.

I. RELIEF REQUESTED

3. This Affidavit is made in support of an Application by LPR Canada, LPRI, LPR Holdings, Wiser Delaware and Wiser Oil (collectively, the "Applicants" or the "LPR Group") for an Order (the "Initial Order") pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"), among other things:

(a) declaring that the Applicants are companies to which the CCAA applies;

(b) staying all proceedings and remedies taken or that might be taken in respect of the Applicants or any of their property, except as otherwise set forth in the Initial Order or otherwise permitted by law;

(c)

(d) appointing PricewaterhouseCoopers Inc. as Monitor (the "Monitor" or "PwC") of the Applicants in these proceedings;

(e) granting the Administration Charge (defined below), the Directors' Charge (defined below), the DIP Lender's Charge (defined below), the KERP Charge (defined below), the Subordinated Advisor Charge (defined below) and the

Critical Suppliers' Charge (as defined below);

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authorizing LPR Canada to borrow funds under the DIP Loan (defined below);

approving LPR Canada's Key Employee Retention Plan ("KERP"), as set out herein;

authorizing the Applicants to pay for goods and services supplied to the Applicants by certain Critical Suppliers (as defined below) prior to the date of the Initial Order;

authorizing the Applicants to pay the reasonable fees and disbursements of the professional advisors of certain stakeholders;

approving the Engagement Letter entered into between RBC Dominion Securities Inc., a member company of RBC Capital Markets, (the ")Financial Advisor") and LPR Canada and LPRI dated July 3, 2013 (the "RBC Engagement Letter", which replaced an earlier engagement letter between the Financial Advisor and LPRI), and authorizing and directing LPR Canada and LPRI to continue to engage the Financial Advisor thereunder and to fulfill all of their obligations thereunder;

(k) approving the terms of the Engagement Letter between the Syndicate's Counsel and the Syndicate Advisor (as defined below) and amending certain terms thereof;

(1) sealing on the Court file certain confidential information referred to herein;

(m) requesting the aid, recognition and assistance of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to the Initial Order;

(n) authorizing LPR Canada to act as the foreign representative in respect of the within proceedings for the purposes of having these proceedings recognized in the United States pursuant to Chapter 15 of Title 11 of the United States Bankruptcy Code ("Chapter 15"); and

(o) deeming service of the Application for the Initial Order to be good and sufficient.

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4. The Initial Consenting Noteholders consent to the relief sought in this application. The Syndicate consents to the charges being granted herein.

BACKGROUND

5. An organization chart of the Applicants is attached as Exhibit "1" to this my Affidavit.

LPRI

6. _LPRI is the parent holding corporation in the LPR Group. It is a public company whose outstanding shares of common stock, par value US$0.01 per share ("Common Shares") are currently listed on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol "LPR".

7. LPRI is a corporation incorporated under the laws of the State of Delaware on September 30, 2010. A copy of LPRI's amended and restated certificate of incorporation filed April 25, 2011 and certificate of amendment thereto filed May 16, 2013 are attached as Exhibit "2" to this my Affidavit.

8. LPRI's principal executive office is located at 1100, 640 — 5th Avenue S.W., Calgary, Alberta T2P 3G4, and its registered office in the State of Delaware is located at 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808.

9. LPRI's authorized capital stock consists of 300,000,000 Common Shares and 15,000,000 shares of preferred stock, par value US$0.01 per share, of which 86,859,497 Common Shares and no shares of preferred stock are issued and outstanding as at the date hereof.

10. In addition to LPRI's direct and indirect ownership interest in LPR Canada and LPR Holdings (as described below), LPRI also has funds on deposit in Canada with JP Morgan Chase Bank, N.A., Toronto Branch ("JP Morgan Toronto").

11. To the best of my knowledge, no person beneficially owns, or exercises control or direction over, directly or indirectly, shares carrying more than 10% of the voting rights attached to all shares of LPRI.

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12, Prior to completion of its initial public offering of Common Shares on June 1, 2011 (the "IPO"), LPRI was a wholly-owned subsidiary of Forest Oil Corporation ("Forest"). On September 30, 2011, Forest distributed to its shareholders all of the outstanding Common Shares held by Forest following the IPO (representing approximately 82% of the Common Shares then outstanding), whereupon Forest ceased to have any remaining ownership interest in LPRI or any of the other Applicants,

LPR Canada

13. LPR Canada is the sole operating company in the LPR Group and owns substantially all of the LPR Group's consolidated assets.

14. LPR Canada is a corporation amalgamated under the Business Corporations Act, R.S.A. 2000, c. B-9, as amended (the "ABCA") on May 27, 2011 under the name "Canadian Forest Oil Ltd." and renamed "Lone Pine Resources Canada Ltd." on June 30, 2011. A copy of LPR Canada's certificate and articles of amalgamation filed May 27, 2011 and certificate and articles of amendment filed June 30, 2011 are attached as Exhibit "3" to this my Affidavit,

15. LPR Canada's principal executive office is located at 1100, 640 — 5th Avenue S.W., Calgary, Alberta T2P 3G4, and its registered office is located at 4500, 855 — 2nd Street S.W., Calgary, Alberta T2P 4K7.

16. LPR Canada is a wholly-owned subsidiary of LPRI, which holds approximately 86.6% of the outstanding shares of LPR Canada directly and the remainder indirectly through Wiser Oil (which holds approximately 12.0% of the LPR Canada shares) and Wiser Delaware (which holds approximately 1.4% of the LPR Canada shares).

17. LPR Canada was acquired by Forest in 1996 and was transferred to LPRI prior to the IPO.

LPR Holdings

18. LPR Holdings is a corporation incorporated under the ABCA on December 8, 2008 under the name "Forest Oil Energy Corporation" and renamed "Lone Pine Resources

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(Holdings) Inc," on August 26, 2011. A copy of LPR Holdings' certificate and articles of incorporation filed December 8, 2008 and certificate and articles of amendment filed

August 26, 2011 are attached as Exhibit "4" to this my Affidavit.

19. LPR Holdings' registered office is located at 4500, 855 2nd Street S.W., Calgary, Alberta T2P 4K7.

20. All of the outstanding shares of LPR Holdings are held by LPR Canada.

21, LPR Holdings' only asset is an unsecured intercompany loan of $57 million owing from LPR Canada.

Wiser Oil

22. Wiser Oil is a limited liability company formed under the laws of the State of Delaware on April 13, 2011 upon the conversion of a Delaware corporation originally incorporated under the name "Wiser Oil Delaware, Inc," on December 13, 1996. A copy of Wiser Oil's certificate of formation filed April 13, 2011 and corresponding certificate of conversion is attached as Exhibit "5" to this my Affidavit.

23. Wiser Oil's registered office is located at 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808.

24. The only member (or owner) of Wiser Oil is LPRI, which has a 100% ownership interest.

25. In addition to Wiser Oil's direct ownership interest in LPR Canada and indirect ownership interest in LPR Holdings (as described herein), Wiser Oil also has funds in trust with its Canadian counsel, Bennett Jones LLP, held on deposit with a bank in Canada. Wiser Oil has no business operations,

Wiser Delaware

26. Wiser Delaware is a limited liability company formed under the laws of the State of Delaware on December 13, 1996. A copy of Wiser Delaware's certificate of formation

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filed December 13, 1996 and certificate of amendment thereto filed August 5, 2004 are attached as Exhibit "6" to this my Affidavit.

27. Wiser Delaware's registered office is located at 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808.

28. The only members (or owners) of Wiser Delaware are LPRI, which has a 99% ownership interest, and Wiser Oil, which has a 1% ownership interest.

29. In addition to Wiser Delaware's direct ownership interest in LPR Canada and indirect ownership interest in LPR Holdings (as described herein), Wiser Delaware also has funds in trust with its Canadian counsel, Bennett Jones LLP, held on deposit with a bank in Canada. Wiser Delaware has no business operations.

LPR Group

30. The business and operations of the LPR Group are highly centralized and fully integrated as between all the Applicants. Accordingly, the restructuring of the LPR Group can be administered most efficiently through a single, centralized restructuring process. Such a process will minimize the cost of the restructuring, including the time necessary to effect the restructuring, and thereby maximize the value of the assets and operations for the benefit of all of the Applicants' creditors and stakeholders.

31. The Applicants are managed on a consolidated basis out of the LPR Group's corporate headquarters in Calgary, Alberta. All corporate-level decision-making and corporate administrative functions affecting the Applicants, including decisions on capital expenditures and business development initiatives, are centralized in the Calgary office. The entire LPR Group management team is based in Calgary.

32. All active business operations of the LPR Group are undertaken, and all producing assets of the LPR Group are located, entirely in Canada.

33. All key contracts relating to the business and operations of the LPR Group, including leases, transportation agreements, service agreements, employment contracts and other consulting contracts are negotiated, created and entered into in Canada.

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34, Bookkeeping, invoicing, accounting, treasury, financial reporting, financial planning, tax planning and compliance, insurance procurement, cash management, and internal audit functions of the Applicants are managed at a consolidated level in Calgary, Alberta,

Post-IPO Arrangements with Forest

35, In connection with the IPO, LPRI entered into a tax sharing agreement with Forest pursuant to which it agreed that, during the period ending September 30, 2013, it will not, and will not allow any member of the LPR Group to, absent Forest's consent or the satisfaction of other specified requirements, among other things, dispose of a substantial part of the assets of any of the trades or businesses conducted by the LPR Group prior to September 30, 2011, issue or sell Common Shares or any other securities, merge or consolidate with or into another entity, or enter into any other transaction that would cause LPRI to undergo either a 50% or greater change in the ownership of its voting stock or a 50% or greater change in the ownership (measured by value) of all classes of its capital stock (the "Spin-Off Restrictions").

Directors and Senior Management

36. The executive officers of LPRI and of LPR Canada are:

(a) Tim S. Granger, President and Chief Executive Officer;

(b) Shane K. Abel, Vice President, Finance and Chief Financial Officer;

(c) Douglas W. Axani, Vice President, Exploration;

(d) Charles R. Kraus, Vice President, General Counsel and Corporate Secretary; and

(e) Shona F. Mackenzie, Vice President, Operations.

37. Charles R. Kraus and I also serve as officers of LPR Holdings.

38. The board of directors of LPRI is comprised of six directors, being myself and five non-executive directors. Patrick R, McDonald, being non-non-executive chairman of the LPRI board of directors, and I also serve as the directors of LPR Canada and LPR Holdings.

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39. All of the executive officers of LPRI and LPR Canada are resident in Calgary, Alberta. Four of the six directors of LPRI are resident in Calgary, Alberta. Meetings of the LPRI directors are held in Calgary, Alberta.

40. In accordance with the limited liability company agreement governing each company, management of the business and affairs of Wiser Delaware and Wiser Oil is by or under the direction of their respective managers. LPRI is the sole Class A manager of both Wiser Delaware and Wiser Oil, and representatives of each company's registered agent in Delaware (being Corporation Service Company) serve as Class B managers. Manager actions and decisions cannot be undertaken without the involvement of LPRI, as Class A manager. Manager vacancies may be filled solely by LPRI, as member.

Employees

41. LPR Canada is the employer of all employees in the LPR Group and currently has 43 employees. LPR Canada previously had more employees but it has proactively reduced its workforce in recent months in connection with cost-reduction measures to reduce ongoing general and administrative expenses. I have a written employment agreement with LPR Canada and, in connection with their employment with LPR Canada, each of the other executive officers of LPRI and LPR Canada entered into written severance agreements with LPRI.

42. LPR Canada sponsors a group savings plan for its employees. Prior to January 1, 2012, it also sponsored a defined contribution pension plan.

43. LPR Canada also sponsors a post-retirement benefits plan to certain retirees. The plan is closed to new entrants. There are no assets set aside under the post-retirement benefit plan. Any benefit plan payments made by LPR Canada are treated as contributions.

III. BUSINESS OF THE LPR GROUP

General

44. LPRI, through its direct and indirect ownership interest of LPR Canada, is an independent oil and gas exploration, development, and production company with

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-operations exclusively in Canada. All reserves, producing properties and exploration prospects of the LPR Group are held by LPR Canada and are located in Alberta and British Columbia (Deep Basin and Peace River Arch areas), Quebec (Utica Shale) and the Northwest Territories (Liard Basin).

45. As of December 31, 2012, the LPR Group had approximately:

(a) 188 billion cubic feet equivalent ("Bcfe") of estimated proved reserves (determined in accordance with the requirements of the U.S. Securities and Exchange Commission), of which approximately 59% were oil and natural gas liquids and approximately 63% were classified as proved developed reserves; and

(b) 1.2 million gross (0.9 million net) acres of land (approximately 84% of which was undeveloped) and 147 gross (134 net) proved undeveloped drilling locations.

46. Average daily net sales volumes from all LPR Group properties for the six months ended June 30, 2013 were approximately 46.7 million cubic feet of natural gas equivalent ("MMcfe") per day at an average realized equivalent selling price, including the impact

of hedges, of $7.34 per thousand cubic feet of natural gas equivalent ("Mcfe").

Principal Properties

Narraway/Ojay

47. As of December 31, 2012, LPR Canada held approximately 120,329 net acres in the Narraway/Ojay fields located in the Deep Basin area of Alberta and British Columbia, to which were attributed approximately 62.2 Bcfe of estimated proved reserves with 100% classified as proved developed reserves. Exploration and development operations in the Narraway/Ojay fields primarily target natural gas and natural gas liquids production.

48. Since applying multi-zone slick-water fracture completion technology to its Narraway/Ojay fields beginning in 2009, positive drilling results led LPR Canada to undertake a significant leasing campaign in the area, which increased its net acreage position approximately six-fold from the start of 2009 to the end of 2012.

-11-49. In April 2011, LPR Canada completed the acquisition of certain natural gas properties in the Narraway and Ojay fields, which increased its working interest in properties already owned and operated by LPR Canada in the Narraway field by 50% and provided LPR Canada with additional capacity in gathering systems and a gas plant in the Narraway field, and also increased its acreage position.

50. LPR Canada's current acreage position in the Deep Basin includes:

(a) in the Narraway field, 196 gross (157 net) sections on which it has 60 gross (35.7 net) productive wells; and

(b) in the Ojay field, 56 gross (23 net) sections on which it has 12 gross (5 net) productive wells.

51. Average daily net sales volumes from the Narraway/Ojay fields for the six months ended June 30, 2013 were approximately 25.6 MMcfe per day at an average realized equivalent selling price of $3.76 per Mcfe.

Evi

52. As of December 31, 2012, LPR Canada held approximately 82,015 net acres in and near the Evi field located in the Peace River Arch area of northern Alberta, to which were attributed approximately 109,0 Bcfe of estimated proved reserves of which 35% is classified as proved developed reserves. Exploration and development operations in the Evi field primarily targets light oil production.

53. Having accelerated a horizontal drilling program that began in 2006, LPR Canada has drilled a total of 105 horizontal oil wells in the Evi area from 2006 through the end of 2012. LPR Canada also undertook a significant leasing campaign in the Evi area, increasing its net acreage position more than seven-fold from the start of 2005 to the end of 2012.

54. For the six months ended June 30, 2013, LPR Canada's capital program focused on light oil development in the Evi area where it drilled 8 gross (6.8 net) wells, completed 9 gross (7.3 net) wells and tied-in 9 gross (7.3 net) wells.

-12-55. As of December 31, 2012, LPR Canada's acreage position in the Evi area consisted of 139 gross (128 net) sections, on which it had 175 gross (141 net) productive wells, and 147 gross (134 net) proved undeveloped drilling locations.

56. Average daily net sales volumes from the Evi field for the six months ended June 30, 2013 were approximately 2,498 barrels of oil ("bbis") per day at an average realized equivalent selling price of $88.38 per bbl.

Shales

57, LPR Canada holds approximately 240,320 net acres in Quebec that are prospective for the Utica shale, and has participated in the drilling of 10 exploration wells. No reserves are attributed to these properties.

58. As discussed in greater detail below, in March 2011, the Quebec government announced a strategic environmental assessment of shale gas drilling during which hydraulic fracturing would be restricted, and in February 2013, announced that it intended to enact legislation to formally impose a moratorium on shale gas exploration and exploitation pending a new legislative framework for hydrocarbon activities. On June 13, 2011, Quebec revoked oil and gas rights previously granted in respect of lands under the St. Lawrence River, including exploration rights to 33,460 net acres of undeveloped land previously held by LPR Canada.

59. LPR Canada holds approximately 52,995 net acres in the Liard Basin in the Northwest Territories that are prospective for the Muskwa shale. This is a newly-developing natural gas play adjacent to the producing Horn River Basin. No reserves are attributed to these properties.

60. In May 2013, the National Energy Board granted to LPR Canada a commercial discovery declaration in respect of certain natural gas resources in the Liard Basin area, whereupon LPR Canada requested a standard 21-year lease extension from Aboriginal Affairs and Northern Development Canada.

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-Bank Accounts and Cash Management

61. The Applicants' primary bank is JPMorgan Toronto, at which it maintains Canadian dollar and U.S. dollar accounts.

62. The Applicants manage a centralized cash management system, whereby certain entities lend cash on an inter-company basis to other entities as needed. It is anticipated that the Applicants will continue to use the existing cash management system and will continue to maintain the bank accounts and arrangements already in place during the CCAA proceedings. This approach will minimize any disruption to business operations as the Applicants seek to restructure. The cash management system includes the necessary accounting controls to enable the Applicants, as well as their creditors and this Honourable Court, to trace funds through the system and ensure that all transactions are adequately documented and readily ascertainable.

IV. CURRENT CIRCUMSTANCES

63. As required under U.S. securities laws and permitted under applicable Canadian securities laws, the LPR Group's public financial reporting is done on a consolidated basis in accordance with U.S. generally accepted accounting principles. A copy of LPRI's audited consolidated financial statements for the year ending December 31, 2012 are attached as Exhibit "7" to this my Affidavit, and a copy of LPRI's interim condensed consolidated financial statements for the three and six months ended June 30, 2013 are attached as Exhibit "8" to this my Affidavit.

Assets

64. As at June 30, 2013, the Applicants had total consolidated assets with a book value of approximately $597 million. The assets included consolidated current assets of approximately $23 million, and consolidated non-current assets of approximately $574 million.

65. Current assets included primarily accounts receivable (approximately $11 million), cash (approximately $5 million), and prepaid expenses (approximately $5 million).

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-66. Non-current assets included primarily the investments in the Applicants' proved and unproved oil and natural gas properties (approximately $505 million) and other property and equipment (approximately $63 million).

67. As described in greater detail below, the sale processes that were conducted by the Applicants' Financial Advisor demonstrated that the current fair market value of the Applicants' assets is less than their total liabilities.

Liabilities

68. As at June 30, 2013 the Applicants had total consolidated liabilities of approximately $424 million. In excess of $385 million of total liabilities were in respect of the Facility (as defined below) and the Senior Notes (as defined below). Accounts payable and

accrued liabilities were approximately $19 million as at June 30, 2013.

Credit Facility

69. Pursuant to a credit agreement dated as of March 18, 2011, as amended, LPRI, as parent, and LPR Canada, as borrower, are party to a secured credit facility with a five-year term (the "Facility") with a syndicate of banks led by JP Morgan Toronto, and including as current participants Toronto Dominion Bank, Bank of Montreal, Bank of Nova Scotia, Wells Fargo Bank, N.A., Union Bank, Credit Suisse AG, Canadian Imperial Bank of Commerce and Royal Bank of Canada (collectively the "Syndicate"). A copy of the credit agreement (with amendments, but excluding the lengthy exhibits and schedules appended thereto) is attached as Exhibit "9" to this my Affidavit.

70. LPR Canada is the only borrower under the Facility. All the other Applicants are guarantors under the Facility.

71. The Facility is collateralized by the assets of LPR Canada. In connection with the Facility, LPR Canada mortgaged and granted a security interest in 75% of the present value of the proved oil and gas properties and related assets owned by LPR Canada, and pledged all of the shares of LPR Holdings, as security for its obligations to the Syndicate under the Facility.

-15-72. Availability of funds under the Facility is governed by a borrowing base, which was $185 million as at August 2, 2013. As at September 23, 2013, LPR Canada had $180 million outstanding under the Facility at a weighted average interest rate of 4.75%. The security granted in connection with the Facility also secures certain hedging agreements in place with certain current members of the Syndicate, which I am advised are eligible financial contracts. The hedging agreements have a net mark-to-market value of approximately $5.239 million. To the extent that Syndicate members exercise their rights to terminate some or all of such contracts, I am advised by representatives of the Syndicate and believe that any resulting amounts owing to the Syndicate members will be added to the amount outstanding under the Facility.

73. The non-payment by LPR Canada of the interest amount owing under the Senior Notes (as described below) before expiry of the applicable cure period resulted in an event of

default under the Facility in accordance with the cross-default provisions contained in the credit agreement, as a result of which the Syndicate could have, absent a stay or an agreement to forbear, declared all amounts outstanding under the Facility to be immediately due and payable.

74. On September 11, 2013, LPRI and LPR Canada entered into a forbearance agreement (the "Forbearance Agreement") with the Syndicate pursuant to which, among other things, the Syndicate agreed to forbear from exercising any rights or remedies that they may have against, or from initiating or instituting legal proceedings against, any of the Applicants, or from realizing on their security granted in connection with the Facility, until the earlier of September 30, 2013 or the occurrence of an event of default within the meaning of the Forbearance Agreement. A copy of the Forbearance Agreement is attached as Exhibit "10" to this my Affidavit.

Senior Notes

75. On February 14, 2012, LPR Canada issued on a private placement basis US$200 million aggregate principal amount of 10.375% senior notes due 2017 for net proceeds (after deducting the original issue discount and commissions) of $192 million, that were used to partially repay borrowings outstanding under the Facility.

-16-76. On November 2, 2012, LPR Canada completed an exchange offer pursuant to which all of the privately-placed senior notes were exchanged for like principal amounts of 10.375% senior notes due 2017 (the "Senior Notes") that were registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"),

77. The Senior Notes were issued pursuant to and are governed by an indenture dated February 14, 2012 (the "Indenture") among LPR Canada, as issuer, the other Applicants, as guarantors, and U.S. Bank National Association, as trustee. A copy of the Indenture is attached as Exhibit "11" to this my Affidavit.

78. LPR Canada is the issuer of the Senior Notes. All the other Applicants are guarantors of the Senior Notes.

79. US$195 million aggregate principal amount of Senior Notes remain outstanding. In the six months ended June 30, 2013, the Applicants used a portion of the proceeds from non-core asset sales to repurchase US$5.0 million principal amount of Senior Notes for $4.6 million.

80. Interest is payable on the Senior Notes semi-annually in arrears on each February 15 and August 15.

81. As a result of liquidity constraints, LPR Canada did not make the approximately US$10.1 million semi-annual interest payment that was due on August 15, 2013 in respect of the Senior Notes. This interest payment was not made within the 30-day cure period provided for in the Indenture (the 30th day being September 14, 2013), and as such, an event of default occurred under the Indenture and the trustee under the Indenture or a certain minimum percentage of holders of the Senior Notes could have, absent an agreement to forbear or a stay, taken steps to accelerate all amounts outstanding - in connection with the Senior Notes and declare all such amounts immediately due and payable.

82. On September 11, 2013, LPR Canada received a letter (the "Senior Notes Standstill Letter") from Goodmans LLP confirming that (i) it represents holders of in excess of 75% of the principal amount of the Senior Notes; and (ii) those clients agree not to

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-provide any direction to U.S. Bank National Association, as Trustee of the Senior Notes, on or before September 30, 2013, to take any steps to enforce any rights of the Trustee or of the holders of the Senior Notes occasioned by the failure of LPR Canada to pay the interest payment due on August 15, 2013. A copy of the Senior Notes Standstill Letter is attached as Exhibit "12" to this my Affidavit.

83. Also on September 11, 2013, LPRI issued a press release disclosing, among other things, the (i) Forbearance Agreement, (ii) the Senior Notes Standstill Letter, and (iii) that the NYSE Regulation, Inc. decided to delist LPRI's common stock in view of the fact that LPRI had fallen below the NYSE's continued listing standard regarding average global market capitalization over a consecutive 30 trading-day period of less than US$15 million, which is a minimum threshold for listing. A copy of the press release is attached as Exhibit "13" to this my Affidavit.

84. As at September 20, 2013, the Senior Notes were trading in the market at a discount to face value of approximately 40%.

Legal Proceedings

85. LPRI is a defendant in a consolidated putative class action lawsuit captioned In re Lone Pine Resources, Inc., No. 12-cv-4839-GBD (SDNY) that is pending in the United States District Court for the Southern District of New York. The lawsuit names as defendants LPRI, certain of LPRI's current and former directors and officers, certain underwriters of the IPO, and Forest. It alleges that LPRI's registration statement and prospectus issued in connection with the IPO contained untrue statements of material fact or omitted to state material facts relating to the rupture of a third-party oil sales pipeline in Northern Alberta in April 2011, in breach of the U.S. Securities Act. LPRI believes that the claims are without merit.

86. On November 8, 2012, LPR Canada filed a Notice of Intent to Submit a Claim to Arbitration under the North American Free Trade Agreement (NAFTA) relating to the expropriation without compensation by the Government of Quebec of certain of LPR Canada's oil and gas mining rights in the Saint Lawrence Valley in Quebec. On June 13,

-18-2011, the National Assembly of Quebec adopted Bill 18, An act to limit oil and gas activities, which suspended all oil and gas exploration activities beneath the Saint Lawrence River upstream of the Anticosti Islands and on the islands situated in that part of the river, and revoked all previously issued mining rights under that stretch of the Saint Lawrence River, including an exploration permit covering 33,460 acres previously held by LPR Canada. LPR Canada is seeking in excess of $250 million in compensation for the expropriated rights. A notice of arbitration demanding that the claim be referred to arbitration was filed by LPRI on or around September 6, 2013. As previously publicly disclosed, there is no guarantee regarding the outcome and receipt of fair compensation pursuant to the claim, and the timing of receipt of any compensation, if any, is unknown.

87. The Applicants are parties to various other lawsuits, claims and proceedings in the ordinary course of business.

V. EVENTS LEADING TO APPLICANTS' CURRENT CIRCUMSTANCES

88. Several key factors have resulted in the current financial position of LPR Canada and the other Applicants, including sustained declines in natural gas prices, temporary operational challenges and limited access to necessary liquidity and related financial covenant concerns.

89. By approximately six months after the IPO and the initial listing of the Common Shares on the TSX and NYSE, benchmark natural gas prices on the New York Mercantile Exchange had declined by approximately 29% from the prevailing prices at the time of the completion of the IPO. To deal with this challenge, LPRI announced on January 9, 2012, the initial 2012 capital budget and guidance, which included a shift in strategic focus to light oil development opportunities and a temporary pause in further natural gas development due to declining natural gas prices.

90. LPR Canada planned to focus its drilling program largely on its light oil opportunities in the Evi area. Its 2012 capital budget of $200 million to $220 million was to be funded primarily through cash flow from operating activities and the Facility, which was

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-anticipated to be sufficient for normal recurring operating needs, -anticipated capital expenditures and contractual obligations.

91. In addition to those sources of funding, the Applicants also expected to be able to access private debt and equity capital markets as a potential source of liquidity, albeit one that was constrained by both the Spin-Off Restrictions and macroeconomic factors outside the control of the Applicants.

92. However, as a result of the continued decline of natural gas prices through the summer of 2012 and a growing differential between the price of Canadian crude oil and the benchmark price of West Texas Intermediate crude, LPR Canada's working capital was further constrained, as a result of which it was forced to reduce the capital plan by approximately $40 million, and announced that it was considering other methods of debt reduction, including the divestiture of non-core assets.

93. In the course of the shift in focus from natural gas development to light oil development, LPR Canada encountered certain unforeseen operational challenges. The transition to light oil production involved LPR Canada drilling 20 wells in the first quarter of 2012, and 14 of the 20 wells drilled experienced onstream delays due to fracture proppant being produced into the horizontal wellbore. This in turn resulted in production volume delays and incremental workover costs. Additionally, five step-out wells that were drilled to the far south and west of the play did not meet production expectations.

94. As a result of these additional setbacks, LPRI announced on August 12, 2012 updated guidance information that lowered the forecasted full year sales volume and cash flow guidance, and increased the production expense guidance.

95. In or around the middle of 2012, LPRI 'retained two financial advisors, one to assist with the sale of LPR Canada's non-core assets (Scotia Waterous), and the other to assist the LPR Group in considering alternatives in respect of LPR Canada's core asset portfolio (the Financial Advisor).

96. As a result of the review of alternatives in respect of its core assets, and the sales process for certain non-core assets, in November 2012, LPR Canada entered into a definitive

20

-agreement to sell non-core natural gas properties for gross proceeds of approximately $82.0 million. The proceeds of the divestiture were used to repay borrowings under the Facility. As a result of that disposition, the borrowing base under the Facility was reduced from $325 million to $275 million.

97. By February 2013, the core asset review being conducted with the assistance of the Financial Advisor had identified very few potential value-enhancing transactions. Broad processes were conducted for both the sale of the Evi assets and the Narraway/Ojay assets. 135 parties were contacted during the Evi asset process with 20 parties signing confidentiality agreements and 14 parties attending management presentations. 43 parties were contacted for the Narrawy/Ojay asset process with 7 parties signing confidentiality agreements and 4 parties attending management presentations. There was significant interest from two parties in relation to the Narraway/Ojay assets, and some interest from another party respecting the Evi light oil assets, but the proposals received were either unattractive, non-value enhancing, or could not be financed by the interested party.

98. In or around February 2013, the Financial Advisor conducted a further process to solicit interest for an en bloc transaction of the Applicants' business. Although 21 parties were contacted, none expressed interest in such a transaction.

99. In or around the beginning of September 2013, the Financial Advisor re-solicited bids from previously interested parties with respect to the Applicants' assets. However, the indications of interest received, taken together, were less than the Applicants' total liabilities.

100. The Financial Advisor, LPRI and LPR Canada entered into the RBC Engagement Letter and the Financial Advisor continues to assist those parties as financial advisor. A true copy of the unredacted RBC Engagement Letter is now shown to me and marked as Exhibit "14" to this Affidavit, approval of which is being sought by the Applicants herein. A true copy of a redacted RBC Engagement Letter is attached as Exhibit "15" to this Affidavit. The Applicants are seeking to have Exhibit "14" sealed on the Court file as it contains competitive pricing and structuring information of the Financial Advisor.

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-101. In addition to the foregoing challenges, LPR Canada and LPRI also underwent a management change in the first quarter of 2013. On February 29, 2013, the Board of Directors of both LPR Canada and LPRI terminated their then-current Chief Executive Officer and Chief Financial Officer and appointed an interim Chief Executive Officer. On April 19, 2013, I was announced as the new President and Chief Executive Officer of LPR Canada and LPRI.

102. The interim capital budget of LPR Canada and LPRI for the first half of 2013, which was announced in March 2013, was focused on Evi light oil opportunities and was designed to closely approximate cash flow from operations together with proceeds from non-core asset dispositions in the period, such that total long-term debt over the period would remain near constant.

103. However, effective April 15, 2013, the borrowing base under the Facility was reduced from $275 million to $185 million, which was the result of asset dispositions completed in the first quarter of 2013 and updated year-end engineering data and price forecasts, The Facility was also amended to increase the maximum permitted ratio of total debt to EBITDA (the "Financial Covenant") to 4.5 to 1.0 (from 4.0 to 1.0) for the period ended June 30, 2013.

104. In or around that time, the LPR Group began to explore the possibility of deleveraging through a strategic or equity capital markets transaction. However, no such transaction has been able to be implemented to date as a result of, among other things, the LPR Group's over-leveraged balance sheet. In addition, the LPR Group has been unable to refinance its currently outstanding indebtedness at prices compatible with a sustainable business model.

105. Discussions with the Syndicate have also been ongoing, and as a result of these discussions, the Financial Covenant was further amended to increase the maximum permitted ratio to 5.75 to 1.0 for the period ended June 30, 2013 only. The Financial Covenant reverts to 4.0 to 1.0 for subsequent periods. These amendments are contained in the amendments to the Facility contained in Exhibit "9" to this Affidavit.

-22-106. On September 11, 2013, the NYSE issued a press release announcing the de-listing of the shares of LPRI in view of the fact that LPRI had fallen below the NYSE's continued listing standard regarding average global market capitalization over a consecutive 30 trading-day period of less than US$15 million, which is a minimum threshold for listing. Attached as Exhibit "16" to this Affidavit is a true copy of the NYSE's September 11, 2013 press release.

107. On September 17, 2013, the TSX issued a trader bulletin announcing that it is reviewing the common shares of LPRI with respect to meeting the TSX's continued listing requirements, and that LPRI has been granted 30 days in which to regain compliance with those requirements. Attached as Exhibit "17" to this Affidavit is a true copy of the TSX's September 17, 2013 trader bulletin.

VI. SUMMARY OF THE APPLICANTS' EXPECTED CCAA PLAN

108. The Applicants have been in discussions with their largest significant stakeholders (the Syndicate and the holders of a majority of the Senior Notes, hereinafter the "Initial Consenting Noteholders") and have made significant progress with respect to a CCAA Plan.

109. The Applicants have entered into a Support Agreement with holders of the Senior Notes who hold over 75% of the Senior Notes (the "Support Agreement"). A true copy of the Support Agreement (redacted to remove names) is attached as Exhibit "18" to this Affidavit.

110. The Support Agreement sets out, among other things, the framework of the Applicants' expected CCAA Plan, including the following general terms:

(a) holders of the Senior Notes and any other unsecured creditors whose claims are to be compromised in these proceedings, if any, (collectively, the "Affected Unsecured Creditors") will receive 100% of the common shares of a reorganized Lone Pine entity; and

23

-(b) the Facility will be repaid in full and future working capital for the reorganized Lone Pine entity will come from two new sources of funds:

(i)

(ii) a share offering in which some or all of the Affected Unsecured Creditors will provide US$100 million of new funds, in exchange for preferred shares of the reorganized Lone Pine entity, which preferred shares will be convertible into common shares representing 75% of the aggregate number of common shares outstanding after Plan implementation assuming conversion of all preferred shares.

111. The Applicants have entered into a Backstop Agreement with holders of the Senior Notes who hold over 69% of the Senior Notes (the "Backstop Agreement") in respect of the offering referenced immediately above. A true copy of the Backstop Agreement (redaced to remove names) is attached as Exhibit "19" to this Affidavit.

112. The Applicants are focused on having in place a commitment for a new ABL Loan in an amount sufficient for the purposes of the expected CCAA Plan and on terms acceptable to the Applicants. The Applicants are currently engaged in confidential discussions with prospective ABL Loan suppliers, and expect that a satisfactory ABL Loan commitment will be in place by or before October 24, 2013.

113. The Support Agreement and the Backstop Agreement represent significant steps in allowing the Applicants to formally propose an executable CCAA Plan to this Honourable Court and the Applicants' stakeholders. However, additional time is required to complete all the other necessary arrangements before the Applicants can formally present their CCAA Plan, The Applicants therefore believe it is necessary to obtain CCAA protection, to allow them to continue formulating their CCAA Plan, and that the Initial Order is appropriate in the circumstances,

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-VII. THE APPLICANTS MEET THE CCAA STATUTORY REQUIREMENTS

A. The Applicants are "Companies" under the CCAA

114. LPR Canada and LPR Holdings are both corporations incorporated under the ABCA. Accordingly, both are "companies" to which the CCAA applies.

115. LPRI, Wiser Delaware and Wiser Oil are all incorporated or formed under the laws of the State of Delaware, and, as set out above, each has assets and/or does business in Canada.

B. The Applicants have Claims Against them in Excess of $5 Million

116. As discussed above, all of the Applicants have debts against them well in excess of $5 million.

C. The Applicants are Insolvent

117. As discussed above, but for the relief being sought herein, all amounts outstanding in respect of the Facility and the Senior Notes will become due and owing imminently. Pursuant to the Forbearance Agreement and the Senior Notes Standstill Letter, the exercise of creditor remedies related to those liabilities has been postponed to September 30, 2013, but on or after that date, the Syndicate and the Indenture Trustee and/or a certain percentage of the holders of the Senior Notes will be able to exercise remedies, and the Applicants do not have sufficient liquidity to pay those amounts. Accordingly, the Applicants are unable to meet their obligation as they come due.

VIII. RELIEF SOUGHT

118. As discussed above, the Applicants do not have sufficient liquid assets to repay all amounts owing in respect of the Facility and the Senior Notes, both of which are expected to become due and owing imminently, but for the relief sought herein. Accordingly, a stay of proceedings is essential to maintain the status quo in order to preserve the value of the Applicants' business and to ensure that no creditor of the Applicants obtains preferred treatment relative to other creditors. Such a stay would provide the Applicants with the opportunity to finalize the arrangements and agreements

25

-necessary to be able to formally present a CCAA Plan, which already has the support of significant stakeholders.

119. On or about September 23, 2013, the respective directors of LPRI, LPR Canada and LPR Holdings, and the managers of Wiser Oil and Wiser Delaware, resolved to grant authority to management to approve the commencement of proceedings under the CCAA.

A. Stay of Proceedings

120. The Applicants need a stay of proceedings to (i) maintain the status quo in order to preserve the value of the Applicants and to ensure that no creditor of the Applicants obtains preferred treatment relative to other creditors, and (ii) provide the Applicants with the opportunity to finalize the arrangements and agreements necessary to be able to formally present a CCAA Plan.

B. Appointment of Monitor

121. I believe that PwC is qualified and competent to act as Monitor under the CCAA proceedings of the Applicants. Attached as Exhibit "20" to this my Affidavit is a copy of a Consent to Act as Monitor signed by PwC.

122. I understand that PwC will be filing its Pre-Filing Report with this Honourable Court as proposed Monitor in conjunction with the Applicants' request for relief under the CCAA.

C. Payments During CCAA Proceeding and Critical Suppliers

123. During the course of this CCAA proceeding, the Applicants intend to make payments for goods and services supplied post-filing as set out in the cash flow projections referred to below and as permitted by the Initial Order.

124. Additionally, the Applicants have identified a small number of goods and services suppliers that are critical to the ongoing operations of the Applicants, and whose continued, uninterrupted provision of goods and services is crucial to allowing the Applicants to continue their business operations and preserve the value of the business operations (the "Critical Suppliers"). These Critical Suppliers provide the following

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-goods and services to the LPR Group, in their main operational areas of Narraway/Ojay and Evi:

(a) shippers and transporters of oil and gas (i. e. trucking and pipelines);

(b) providers of certain fuels and chemicals;

(c) operators of wells and other field facilities;

(d) contractors and operators of wells and other field facilities; and

(e) joint venture partners.

125. The Applicants seek the Court's approval to continue to pay the Critical Suppliers in the ordinary course of business, including for the provision of goods and services prior to the date of the application for the Initial Order (all such payments to be made in consultation with and under the supervision of the Monitor) as well as a Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges other than the Administration Charge, the DIP Lender's Charge, the Directors' Charge, the KERP Charge, the Subordinated Advisor Charge and the security interest of the Syndicate (the "Critical Suppliers' Charge"). The Critical Suppliers' Charge will secure payment of amounts owing to Critical Suppliers on or after the date of the CCAA Initial Order, to a maximum amount of $1.5 million. That amount is the amount that is paid to the Critical Suppliers by LPRC for their goods and services provided in a typical month.

126. In my view, given the importance of the goods and services provided by the Critical Suppliers in allowing the LPR Group to continue to produce oil and gas and move those products to market to generate ongoing revenue, the potential disruption to the business operations, should the Critical Suppliers not continue to be paid in the ordinary course (and possibly withhold their goods and services while C.O.D. terms or other arrangements were put in place) could be material and could affect the cash flow forecast in a very material and negative way. The proposed payments to the Critical Suppliers are set out as a separate item in the cash flow forecast. The DIP Lender (as defined below)

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-and the Syndicate consent to the Applicants' proposal to continue paying the Critical Suppliers in the ordinary course,

127. It is anticipated that the impact of the payments to Critical Suppliers will only be experienced in the first few weeks of the CCAA proceedings, as reflected in the cash flow forecast. After that, the Critical Suppliers will be invoicing for post-Initial Order goods services and will be paid for those goods and services in the same manner as all suppliers.

D. Charges for Professionals

128. It is contemplated that the Monitor, counsel to the Monitor and counsel to the Applicants would be granted a first priority Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges (the "Administration Charge") up to the maximum amount of $1 million in respect of their respective fees and disbursements in connection with these proceedings. The Applicants believe the Administration Charge is fair and reasonable in the circumstances.

129. It is further contemplated that the Financial Advisor and counsel to the Initial Consenting Noteholders (Goodmans LLP and Stroock & Stroock & Lavan LLP) would be granted a Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges other than the Administration Charge, the DIP Lender's Charge, the Directors' Charge, the KERP Charge and the security interest of the Syndicate, with respect to the fees and disbursements of the Financial Advisor (the "Subordinated Advisor Charge", and together with the Administration Charge, the "Professional Charges") in respect of their respective fees and disbursements in connection with these proceedings (and in the case of the Financial Advisor, in accordance with the RBC Engagement Letter and up to a maximum amount of $3.8 Million). It is also contemplated that the Subordinated Advisor Charge would secure the amounts payable under the Backstop Agreement.

130. As is customary, the Financial Advisor's fee is a success fee which is only payable in certain circumstances. That success fee, in addition to the fees and disbursements of

28

-counsel to the Initial Consenting Noteholders and the amounts payable under the Backstop Agreement, is the subject of the Subordinated Advisor Charge. The Applicants believe the Subordinated Advisor Charge is fair and reasonable in the circumstances.

131. It is further contemplated that the Applicants will pay the reasonable fees and disbursements of Alvarez & Marsal Canada Inc. (the "Syndicate Advisor") and counsel to the Syndicate.

132. The Applicants will also seek the approval of the terms of the Engagement Letter between the Syndicate's Counsel and the Syndicate Advisor (as consented to by LPRI and LPR Canada) dated August 9, 2013 (subject to the deletion of the existing paragraph 7 thereof and replacement with the following revised paragraph 7) and an order that LPRI and LPR Canada, with the assistance of the Monitor, will be directed to continue performing their obligations thereunder:

7. Confidentiality

A&M shall keep as confidential all non-public information received from Norton, the Agent, the Senior Lenders or the Company in conjunction with this engagement, except: (i) confidential information obtained by A&M and delivered to Norton, the Agent or the Senior Lenders or their respective advisors in connection with this engagement; or (ii) as required by legal proceedings. A&M, Norton and the Agent acknowledge that Canadian and United States securities laws prohibit any person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Company specifically authorizes the Agent to divulge such information pursuant to any court proceeding commenced by or to which the Agent and/or Senior Lenders is a party in connection with the exercise of any of the Agent's or Senior Lenders' remedies against the Company including, without limitation, enforcing the security held by the Agent and the Senior Lenders from the Company.

Attached as Exhibit "21" to this my Affidavit is a true copy of the Syndicate Advisor's Engagement Letter.

133. The Applicants require the expertise, knowledge and continuing participation of the proposed beneficiaries of the Professional Charges in order to complete a successful

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-restructuring. I believe the Professional Charges are necessary to ensure their continued participation.

E. DIP Financing & DIP Lender's Charge

134. As set out in the cash flow forecast attached as Exhibit "22" to this my Affidavit, the Applicants' principal use of cash during these proceedings will consist of the payment of ongoing day-to-day operational expenses, office related expenses, and the professional fees and disbursements in connection with the CCAA proceedings. As indicated in the cash flow forecast, it is projected that the Applicants will require additional credit during the CCAA proceedings, notwithstanding that the Applicants are seeking to complete these proceedings as quickly as reasonably possible in order to minimize costs and the impact on the LPR Group's business.

135. LPR Canada proposes to obtain such additional credit pursuant to a debtor-in-possession loan facility (the "DIP Loan") from J.P. Morgan Securities L.L.C. on its own behalf and on behalf of a group of lenders (collectively the "DIP Lender") to be governed by a definitive debtor-in-possession loan agreement yet to be finalized (the "DIP Loan Agreement"), and to be in accordance with the DIP Term Sheet attached as Exhibit "23" to this my Affidavit, the material terms of which include, among other things:

(a) An initial maximum credit amount of up to $10,000,000;

(b) An interest rate of Canadian Prime, plus 5.00%;

(c) An upfront commitment fee of 2.00%, and an undrawn fee of 75 basis points;

(d) A maturity date of the earlier of (i) the date that is 6 months after the date of the Initial Order, and (ii) the effective date of any plan of arrangement sanctioned by this Honourable Court; and

(e) Each of the Applicants (other than LPR Canada) will guarantee the obligations of LPR Canada under the DIP Loan Agreement and a grant security interest in all of its existing and after acquired real and personal property in connection therewith.

-30-136. It is contemplated that the DIP Lender would be granted a second priority Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges other than the Administration Charge (the "DIP Lender's Charge"). I have been advised by the DIP Lender that it will not provide the DIP Loan if the DIP Lender's Charge is not granted.

137. The financing provided by the DIP Lender is essential to a successful restructuring of the Applicants. Given the current financial situation of the Applicants (including its cash position and the lack of availability of alternate financing), the Applicants believe the DIP Loan is the best alternative for the Applicants and its stakeholders in the circumstances. Accordingly, the directors of the Applicants exercised their business judgment to accept the terms in the DIP Term Sheet. The Applicants believe the DIP Loan Agreement and the DIP Lender's Charge is fair and reasonable in the circumstances.

F. Directors' Charge

138. It is contemplated that the Applicants' directors and officers would be granted a third priority Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges other than the Administration Charge and the DIP Lender's Charge (the "Directors' Charge") up to the maximum amount of $1 million. The Applicants believe the Directors' Charge is fair and reasonable in the circumstances.

139. A successful restructuring of the Applicants will only be possible with the continued participation of the Applicants' directors and officers. These individuals have specialized expertise and relationships with the Company's stakeholders, In addition, the directors and officers have gained significant knowledge that cannot be easily replicated or replaced.

140. The Applicants maintain an insurance policy in respect of the potential liability of their directors and officers (the "D&O Insurance Policy"). Although the D&O Insurance Policy insures the directors and officers of the Applicants for certain claims that may arise against them in their capacity as directors and/or officers of the Applicants, coverage is subject to several exclusions and limitations and there is a potential for

31

-insufficient coverage in respect of potential director and officer liabilities. The directors and officers of the Applicants have expressed their desire for certainty with respect to potential personal liability if they continue in their current capacities in the context of a CCAA proceeding.

G. KERP and KERP Charge

141. On August 27, 2013, LPR Canada put in place the KERP. The KERP is designed to incentivize key employees to remain in their employment during the anticipated restructuring. The current job market in the oil and gas industry in Calgary is competitive and robust, and I am of the view that the KERP is necessary to retain LPR Canada's key employees. Without the retention of key employees, the Applicants' ability to successfully maintain their business operations and preserve asset value while they restructure, would be seriously compromised.

142. In prior years, LPR Canada offered an annual incentive plan to employees. The annual incentive plan is not being offered in 2013, due to the LPR Group's distressed financial circumstances. Therefore, the KERP will replace the annual incentive plan this year.

143. The key elements of the KERP are:

(a) eligible participants will receive a specific cash retention payment on the earlier of January 31, 2014 or the date on which they are terminated without cause (in the latter case, they will receive the payment, pro-rated to date of termination);

(b) employees who resign or who are terminated with cause are not eligible to participate; and

(c)

144. The Applicants are hopeful that a CCAA Plan will be approved and implemented promptly, and that these proceedings can be successfully concluded earlier than January 31, 2014. Accordingly, the Applicants' are seeking approval for the full payout under the

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-KERP to be made to employees who are otherwise eligible for the full payment on the earlier of January 31, 2014.

145. Attached as Exhibit "24" to this Affidavit is a copy of the offer letter and retention agreement (in blank, without names or amounts specified) that has been offered to the key employees,

146. Now shown to me and marked as Exhibit "25" to this Affidavit is a copy of a spreadsheet that contains details of the names of key employees, their annual salaries and the retention payment that has been offered to them under the KERP (the "Confidential KERP Summary"). The Confidential KERP Summary contains sensitive commercial information, the disclosure of which would be very harmful to the Applicants' commercial interests, as well as the privacy interests of LPR Canada's employees. Therefore, the Applicants are asking that the Confidential KERP Summary in Exhibit "25" be sealed on the Court file.

147. The holders of a majority of the Senior Notes and the Syndicate have indicated their support for the KERP.

148. It is contemplated that the beneficiaries under the KERP would be granted a fourth priority Court-ordered charge on the assets, property and undertakings of the Applicants in priority to all other charges other than the Administration Charge, the DIP Lender's Charge, the Directors' Charge and the security granted to the Syndicate (the "KERP Charge") up to the maximum amount of $2,499,272. The Applicants believe the KERP Charge is fair and reasonable in the circumstances.

149. Based on the books and records of the Applicants and the PPSA searches conducted by counsel to the Applicants, the only secured creditors which are likely to be affected by the Administration Charge, the DIP Lender's Charge, the Directors' Charge and the KERP Charge are the Syndicate, which consents to the charges being sought.

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-H. Chapter 15 Proceedings

150. It is contemplated that these CCAA proceedings will be the primary Court-supervised restructuring of the LPR Group. Although certain of the Applicants are incorporated under the laws of _{the United States, the LPR Group has no operations in the United States} and, as described in greater detail above, Canada is the nerve centre of the LPR Group.

151. The Applicants may require a recognition order under Chapter 15 to ensure that they are protected from creditor actions in the United States (including with respect to the Facility and the Senior Notes) and to assist with the implementation of any transaction to be completed pursuant to these CCAA proceedings. The Applicants are accordingly seeking authorization in the Initial Order for LPR Canada to seek recognition of these proceedings as "Foreign Main Proceedings",

152. The Applicants intend that the relief that would be requested in the Chapter 15 proceeding will include, among other things:

(a) recognition of these CCAA proceedings as "Foreign Main Proceedings";

(b) establishment of LPR Canada as foreign representative; and

(c) enforcement of the Initial Order in the United States.

153. It will be most expedient and efficient for the restructuring of the LPR Group and the treatment of the LPR Group's debt obligations to be implemented through one restructuring proceeding that is overseen and directed by this Honourable Court in Canada, which is the LPR Group's home jurisdiction and the centre of their management, business and operations.

I. Sealing

154. The Confidential Supplement contains information about the specific salary levels and KERP entitlements of individual employees of LPRC, which is sensitive and competitive information that could be damaging to the Applicants if made public. The unredacted RBC Engagement Letter contains information about the Financial Advisor's competitive

34

-pricing and compensation structure, which is sensitive and competitive information that could be damaging to the Financial Advisor if made public. Accordingly, as part of this application, the Applicants are requesting that the Confidential Supplement and the unredacted RBC Engagement Letter be sealed.

IX. CASH FLOW PROJECTIONS

155. As set out in the cash flow forecast previously attached, the Applicants' principal uses of cash during the next 13 weeks will consist of the payment of ongoing day-to-day operational expenses, such as payroll and office related expenses, and professional fees and disbursements in connection with these CCAA proceedings.

156. As at September 20, 2013, the Applicants' had approximately $3.9 million available cash on hand. The Applicants' cash flow forecast projects that, subject to obtaining the relief outlined herein, it will have sufficient cash to fund its projected operating costs until the end of the stay period.

X. CONCLUSION

157. I swear this my Affidavit in support of an Application for the relief set out in paragraph 3 of this my Affidavit and for no other or improper purpose.

SWORN (OR—Aft-I-RAI-ED) BEFORE ME at Calgary, Alberta, this 25th

day of September, 2;13.

A Commissioner for Oaths in and for the Province of Alberta

CHRIS

SIMARD

TIM S,ORANGEIJ