Connacher Oil and Gas Limited Announces Creditor and Court Approval of Restructuring

CALGARY, Oct. 4, 2018 - Connacher Oil and Gas Ltd. ("Connacher" or the "Company") is pleased to announce the approval of the Company's Amended and Restated Plan of Compromise and Arrangement (the "Plan") by the required majorities of affected creditors and the Court of Queen's Bench of Alberta (the "Court") in the Company's proceedings under the Companies' Creditors Arrangement Act (the "CCAA").  As previously announced, the Plan effects a transaction to sell the Company to East River Oil and Gas Ltd. ("East River") through the acquisition of Connacher's share capital.

The resolution (the "Plan Resolution") approving the Plan pursuant to the CCAA was approved by 100% of the Company's first lien lenders (the "First Lien Lenders") and 100% of the Company's general unsecured creditors (the "General Creditors") who were present and voted in person or by proxy on the Plan Resolution at the creditors' meetings held on October 3, 2018, in accordance with the Creditors' Meetings Order granted by the Court on August 22, 2018.

Following the positive vote at the creditors' meetings, the Court sanctioned the Plan on October 4, 2018.  The Company is now working towards satisfying conditions precedent to the Plan and consummating the transaction with East River, which is currently expected to occur after November 8, 2018, subject to the right of  East River to extend the closing date in certain circumstances.

The approval of the Plan by affected creditors and subsequent Court sanction of the Plan, are key steps towards the Company's implementation of the Plan transaction with East River and its emergence from protection under the CCAA. The Plan represents the best alternative for the long-term interests of Connacher which eliminates its existing funded debt, improves liquidity, and is beneficial to employees, customers, suppliers and the communities where Connacher operates.

As previously announced, in the event of a circumstance where the Plan cannot be implemented, the transaction with East River would be consummated pursuant to the Approval and Vesting Order granted by the Court on August 22, 2018.

A copy of the Plan and materials related thereto are available on the Monitor's website at www.ey.com/ca/connacheroilandgas and on SEDAR.

Connacher Oil and Gas Ltd. is a Calgary-based in situ oil sands developer, producer, and marketer of bitumen. The Company's principal asset is a 100 per cent interest in the Company's Great Divide oil sands leases near Fort McMurray, Alberta. The Company operates two steam-assisted gravity drainage facilities at these oil sands leases.

Forward Looking Statements

This news release contains certain statements that constitute forward?looking statements under applicable securities legislation.  All statements other than statements of historical fact are forward?looking statements.  In some cases, forward?looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology.  These statements are only as of the date of this document and the Company does not undertake to publicly update these forward?looking statements except in accordance with applicable securities laws.  Forward?looking statements, including but without limitation, statements concerning the CCAA proceedings and the reorganization or restructuring of the assets, business and financial affairs of the Company are based on current expectations, estimates, projections and assumptions, which the Company believes are reasonable but which may prove to be incorrect and therefore such forward?looking statements should not be unduly relied upon.  These forward?looking statements involve known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein. These risks, uncertainties and other factors relating to the Company include, but are not limited to, that the conditions precedent to the implementation of the Plan may not be satisfied; that the Company may not prevent third parties from obtaining court orders or approvals that are contrary to the Company's interests, risks relating to the future co-operation of the creditors of the Company, risks related to the level of indebtedness of the Company, the implementation and impact of any reorganization or restructuring on the assets, business and financial affairs of the Company, the Company's ability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to maintain the Company's ongoing obligations during the CCAA process and thereafter, the ability to maintain relationships with suppliers, customers, employees, shareholders and other third parties in light of the Company's current liquidity situation and the CCAA proceeding, as well as the risks associated with the oil and gas industry (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of geological interpretations; the uncertainty of estimates and projections relating to production, costs and expenses; and health, safety and environmental risks), risk of commodity price and foreign exchange rate fluctuations, risks associated with the impact of general economic conditions, risks and uncertainties associated with maintaining the necessary regulatory approvals and securing the financing to continue operations and increase production to levels previously achieved.

Additional risks and uncertainties affecting the Company and its business and affairs are described in further detail in the Company's AIF for the year ended December 31, 2015. Although the Company believes that the expectations in such forward looking information are reasonable, there can be no assurance that such expectations shall prove to be correct. Any forward looking information included in this press release is expressly qualified in its entirety by this cautionary statement. Any forward looking information included herein is made as of the date of this press release and the Company assumes no obligation to update or revise any forward looking information to reflect new events or circumstances, except as required by law. 

SOURCE Connacher Oil and Gas Ltd.