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A VALUE DRIVEN FOCUS
INVESTOR UPDATE
DECEMBER 2014
TSX-V: PNE
CAUTIONARY STATEMENTS
Certain statements contained in this release include statements which contain words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “will”, “believe”
and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and
events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation and are based on certain
assumptions and analysis made by us derived from our experience and perceptions. In particular, this presentation contains statements regarding the operational, economic and
financial impacts of the acquisition of the shallow gas assets in Southern Alberta and Southern Saskatchewan (the “Shallow Gas Assets”) that closed October 1, 2014 (the
“Shallow Gas Transaction”) and the acquisition of the liquids rich assets in the Carrot Creek/Edson areas of Alberta (the “Carrot Creek/Edson Assets”) that closed August 7,
2014 (the “Carrot Creek/Edson Transaction”) to Pine Cliff Energy Ltd. (“Pine Cliff” of the “Company”), the potential growth opportunities on the Shallow Gas Assets or the Carrot
Creek/Edson Assets, other anticipated benefits to Pine Cliff of the Shallow Gas Transaction and the Carrot Creek/Edson Transaction and information regarding Pine Cliff on a pro
forma basis; the terms and amount of Pine Cliff's revolving demand credit facility; the amount drawn on Pine Cliff's revolving demand credit facility; current and pro forma
production values; expected decline rates; the strategy of the Company and the ability of the Company to execute on this strategy; expected cash provided by operations; future
returns on share price; future capital expenditures, including the amount, timing and nature thereof; oil and natural gas prices and demand; cash flow leverage to natural gas
prices; expected cash provided by operations; expansion and other development trends of the oil and gas industry; reserve and resource volumes; business strategy and outlook;
expansion and growth of our business and operations; maintenance of existing customer, supplier and partner relationships; supply channels; accounting policies; credit risks; and
other such matters. As such, many factors could cause the performance or achievement of Pine Cliff to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking statements. Because of the risks, uncertainties and assumptions contained herein, readers should not
place undue reliance on these forward-looking statements. Any data, graphs or information in this presentation that have been compiled by a third party has been credited to that
third party and Pine Cliff does not take responsibility for the accuracy of such information.
In addition, statements relating to "reserves" are by their nature forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions
that the reserves described can be profitably produced in the future. The recovery and reserves estimates provided herein are estimates only and there is no guarantee that the
estimated reserves will be recovered. Pine Cliff cautions that its future oil, natural gas and natural gas liquids production, revenues, cash flows, liquidity, plans for future
operations, expenses, outlook for oil and natural gas prices, timing and amount of future capital expenditures, and other forward-looking information is subject to all of the risks and
uncertainties normally incident to the exploration for and development and production and sale of oil and gas.
Certain information contained herein is based on information and internal estimates provided to Pine Cliff by the vendor of the Carrot Creek/Edson Assets to Velvet Energy
Ltd. Although Pine Cliff believes such information is accurate and reliable, at this time such information has not been verified by any independent sources and Pine Cliff does not
make any representations as to the accuracy of such estimates.
All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may
affect operations, and may include, without limitation: foreign exchange fluctuations; equipment and labour shortages and inflationary costs; general economic conditions; industry
conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the ability of oil
and natural gas companies to raise capital; the effect of weather conditions on operations and facilities; the existence of operating risks; volatility of oil and natural gas prices; oil
and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition;
stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control. The foregoing factors are not exhaustive.
Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits will be derived therefrom. Except as
required by law, Pine Cliff disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or
otherwise.
The forward-looking information contained herein is expressly qualified by this cautionary statement.
This presentation contains the term barrels of oil equivalent (“boe”) which has been calculated on the basis of six thousand cubic feet of gas to one barrel of oil. This conversion
ratio is based on energy equivalence primarily at the burner tip and does not represent a value equivalency at the wellhead. The term boe may be misleading, particularly if used in
isolation.
-1-
CORPORATE PROFILE
MARKET CAPITALIZATION NOW $410 MILLION(1)
Listing
TSX-V: PNE
Average Daily Volume(2)
1.0 million
52-Week Trading Range
$0.96 to $2.13
Shares Issued(3)
233.7 million
Directors and Officers Ownership(4)
16.4%
2014 Production Exit Guidance
11,900-12,100 boe/d
2014 Production Mix
95% natural gas
Corporate Production Decline Rate
<15%
Working Interest Ownership
~90%
Production Operatorship
~90%
2014 Capital Expenditure Guidance
$13.6 million
Bank Line Drawn(5)
~$57 million
(1) Market
capitalization as at November 28, 2014 with a closing price of $1.76
daily trading volumes for October 1 to November 30, 2014
(3) In addition, there are 15.9 million stock options issued (6.8% of outstanding shares)
(4) On a fully diluted basis
(5) As at October 1, 2014
(2) Average
-2-
A VALUE DRIVEN FOCUS
Long-term view of
sustainable shareholder
value creation, with a focus to
acquire strong assets at
accretive valuations
High insider ownership
aligns interest with
shareholders
Discipline
Financial
Flexibility
Long-Term
Value
Creation
Experience
Low operating cost, low
decline production and
increasing drilling inventories
are priorities
Balance sheet strength
gives us flexibility for future
transactions
We have completed four
financings since November
2012, each at a higher price
than the previous financing
Opportunity
Our team has an exceptional
track record of delivering
superior long-term results for
stakeholders
Our team has decades of
transaction execution
experience
-3-
A UNIQUE, COUNTER-CYCLICAL STRATEGY
BUILDING A FAMILIAR MODEL
• Pine Cliff’s Chairman and largest shareholder, George Fink, served the same roles with
both Bonterra Energy and Comaplex Minerals
•
•
•
Four out of five of Pine Cliff’s board of directors also served on the boards and management teams of Bonterra
and Comaplex
Bonterra (TSX: BNE) has gone from $0.20 per share in 1998 to $43.30 per share on November 28, 2014, while
paying over $30.00 of dividends per share. A $20,000 investment in 1998 would equate to almost $8 million
today (including dividends and share appreciation)
Comaplex went from $0.60 per share in 1994 to $10.32 per share in 2010 when it was sold
• We have a long-term view of value creation, therefore our focus is to acquire assets that
are non-core to their owners at good valuations
•
•
•
Similar to Bonterra’s origin with oil assets in 1998
Despite natural gas pricing fluctuations in the past three years, we have remained disciplined in our approach
Management will continue to seek assets that will add sustainable value to our portfolio
Pine Cliff Return(1)
Bonterra Return
Combined
Share Price
$76.03
Share Price
$10.32
Comaplex Return
Share Price
Dividend
$1.76
$43.30
$32.73
2011
(1) Pine
$0.60
$0.20
$0.17
2012
2013
Nov-14
1998
2000
2002
2004
2006
2008
2010
2012
Nov-14
1994
1996
1998
2000
2002
2004
2006
2008
Cliff return is presented since the change in strategic focus of the company and management appointment on December 21, 2011
-4-
2010
KEY MILESTONES
A TRACK RECORD OF SUCCESSFUL EXECUTION SINCE JANUARY 2012
$488,000,000
$448,000,000
$408,000,000
$368,000,000
Market Cap
Phil Hodge appointed
President and CEO; George
Fink appointed Executive
Chairman
Completed rights offering and
private placement for gross
proceeds of $2.9M
Share Price
Closed acquisition of
Realized its security and
additional Southern AB assets
became the sole
and operatorship for $13.3M
shareholder of Skope
Energy
Closed private
placement for net
proceeds of $5.4M at
$0.70 /share
Closed acquisition
of additional 52%
WI in the Monogram
Unit for $34M
$328,000,000
$288,000,000
$248,000,000
Purchased the debt and
security for Skope Energy
Acquired the Carrot
Creek assets for
$23.5M
$208,000,000
$168,000,000
Closed acquisition of
Geomark Exploration Ltd.
Completed common
share offering for
gross proceeds of
$25.1M at $0.88 /sh
Oct 1: Closed Shallow Gas
Asset acquisition for $100M
Sept 23: Closed equity
offering for gross proceeds of
$60.1M at $2.05/sh
Aug 7: Completed Carrot
Creek / Edson Asset
acquisition for $33.3M
$2.67
$2.17
Closed common
share offering for
gross proceeds of
$20.0M at $1.10/sh
$1.67
$1.17
$128,000,000
$0.67
$88,000,000
$48,000,000
$8,000,000
$0.17
-5-
INNOVATIVE & ACCRETIVE ACQUISITIONS
100 BOE/D TO 12,000 BOE/D IN LESS THAN THREE YEARS
Transaction
Transaction Metrics
Flowing
P+P
PNE Price at
Announcement Date
Announcement
Transaction
Production
P+P
Date
($MM)
(boe/d)
(mmboe)
($/boe/d)
($/boe)
($/sh)
Carrot Creek/Edson Transaction
29-Jul-14
$33.3
970
4.0
$34,278
$8.31
$1.86
Shallow Gas Transaction
17-Jul-14
$100.0
5,300
15.5
$18,868
$6.45
$1.38
Southern AB & SK Asset
Acquisition
17-Jul-13
$13.3
850
2.4
$15,588
$5.62
$1.00
Monogram Unit WI Acquisition
27-May-13
$33.7
1,600
7.7
$21,063
$4.39
$0.81
Skope Energy Inc. Acquisition
20-Nov-12
$28.0
3,500
9.4
$8,000
$2.98
$0.69
Carrot Creek Asset Acquisition
10-Feb-12
$23.5
950
3.1
$24,737
$7.58
$0.40
$17,593
$5.51
-6-
OCT. 1 SHALLOW GAS ACQUISITION
STRATEGIC FIT WITHIN CURRENT CORE AREA OF SOUTHERN AB AND SK
• Purchase price of $100 million, prior to adjustments
• Closed October 1, 2014 with an effective date of July 1, 2014
• Materially accretive to Pine Cliff on cash flow per share, production per share and reserves per share
• Undrilled, recompletion and reactivation locations to add to Pine Cliff’s inventory
• The assets are 85% operated and high working interest (averaging 93%)
• The majority of the assets are in Southern AB and SK with minor assets in Central AB
Long Valley
Many Islands
Hatton
Hatton East
-7-
HIGHLIGHTS
OF
ACQUISITION
(1)
ACCRETIVE ACQUISITION WITH STRONG LEVERAGE TO NATURAL GAS PRICES
Production (May 2014 average) 2)
5,300 boe/d
Natural gas weighting
100%
Operating costs
$8.54 per boe
Royalty rate
8% of revenue
Low decline rate
14%
Proved Reserves(4)
10.7 Mboe
Proved and Probable Reserves(4)
15.5 Mboe
ATTRACTIVE PURCHASE PRICE METRICS
Production
$18,870 per flowing boe
Proved Reserves(3)
$9.38 per boe
Proved and Probable Reserves(3)
$6.45 per boe
(1) Certain
information contained herein is based on information and internal estimates provided to Pine Cliff by the vendor of the Shallow Gas Assets. Although Pine Cliff
believes such information is accurate and reliable, at this time such information has not been verified by any independent sources and Pine Cliff does not make any
representations as to the accuracy of such estimates.
(2) Provided by the vendor.
(3) Based on the vendor’s internal reserve evaluations with an effective date of December 31, 2013.
-8-
Q3 UPDATE: INCREASED PER SHARE VALUE
Mid-point of
2014 Guidance
Sales Volumes (boe/d)
7,700
8,000
7,000
6,443 6,276 6,371
5%
6,810
5,784
6,000
5,000
increase in daily
production per share(1)
4,335
4,000
2,536
3,000
2,000
972
1,000
88
401
895
832
-
100%
increase in funds flow from
operations per share(1)
Funds Flow From Operations (000s)
$12,000
$10,089
$9,180
$10,000
$8,104
$8,000
$5,564
$6,000
$3,721
$4,000
$2,401
$2,000
$55
$3,014
$775
$(35) $520 $442
121%
increase in proved plus
probable reserves per share(2)
$-$2,000
(1)
(2)
For the quarter ended September 30, 2014 as compared to September 30, 2013
As at December 31, 2013 as compared to December 31, 2012, excluding 2014 acquisitions
-9-
TWO MAJOR OPERATED CORE AREAS
WHAT WE HAVE BUILT
•
•
•
Corporate decline rate on our base production
of < 15%
Base production of >12,000 boe/d
Liquids rich drilling upside in the Carrot
Creek/Edson area
-10-
SOUTHERN ASSETS
SHALLOW GAS CORE AREA
• Strong Cash Flow Leverage to Natural
Gas Prices
• Low Cost Production
• Low Decline Rate
• Multi-Zone Area
Production from Cretaceous Milk River,
Medicine Hat and Second White Specks
• High Working Interest
INSERT NEW
MAP
86% of land and infrastructure; production is
approximately 93% operated
• Extensive Land
903,036 gross acres (777,690 net acres)
• Significant Undrilled or Recompletion
Locations
Internally estimated at ~300 gross
locations
-11-
CARROT CREEK/EDSON
MULTI-ZONE CORE AREA
• Multi-Zone Area
Targeting Fernie Sand, Gething/Ellerslie, Lower
Mannville, Notikewin, Ostracod, Rock Creek,
Viking and Wilrich
• Average Working Interest
~60%; Production is ~70% operated
• Land
58,322 gross acres (34,232 net acres)
• High Quality Liquids Production
Approximately 23% oil and liquids
• Strategic Partners
Pine Cliff has active partners (Velvet Energy and
Bonterra Energy) in the area providing access to
infrastructure and operational synergies (treated
as an owner up to 30% in the 12-15 Velvet gas
plant)
• Minimal Capital Development to Date
Drilled two gross (0.55 net) wells in Q3 2014
• Significant Undrilled Locations
Internally estimated at over 60 gross locations
-12-
BUILDING A STRONG PLATFORM
ASSEMBLING A PORTFOLIO OF HIGH-QUALITY PROPERTIES FOR LONG-TERM
VALUE
• Continues to look like a “buyer’s market” for natural gas assets
•
•
Markets are rewarding companies for focused asset portfolios, so sale of “non-core properties” will continue
Shortage of buyers with access to capital focused on dry natural gas assets
• We have a strong emphasis on minimizing overhead and decreasing operating
expenses
•
•
•
Q3-2014 operating costs of $9.98 per boe
Q3-2014 general and administrative expense of $2.14 per boe, before transaction costs
Q3-2014 operating netback of $15.08 per boe with an average AECO price of $4.08 per mcf
• Current focus is on assets and companies that will maximize our leverage for any
increases in natural gas pricing
•
Low operating cost, low decline production and drilling inventories are priorities
Pine Cliff is well-positioned to
capitalize on its growth strategy and is poised
to provide shareholders with increased value and returns
-13-
SIGNIFICANT FREE FUNDS FLOW
2015 Free Funds Flow as a % of
Enterprise Value
Including Dividend
Obligations
BNP
RRX
MQL
PGF
CPG
MQL
PRY
PRY
HME
HME
TVE
TVE
PGF
CEX
CEX
CR
CR
PPY
PPY
QEC
QEC
LXE
LXE
MEI
MEI
DCK
-30.0%
-20.0%
-10.0%
0.0%
FCF/EV (%)
10.0%
20.0%
1.5x
1.0x
0.5x
0.0x
FCF(incl. div)/EV (%)
DCK
-30.0%
Source: September 23, 2014 Canaccord Genuity
-20.0%
-10.0%
0.0%
10.0%
-0.5x
CR
PEY
PEY
DEE
BXE
2.0x
TET
ARX
NVA
LRE
POU
BIR
SGY
ARX
RTK
BNP
2.5x
AAV
RRX
PEY
TOG
KEL
PXX
CPG
SRX
BXE
WCP
ARX
LRE
TOG
2015 Estimated
Net Debt / Funds Flow
PPY
POU
CQE
TBE
WCP
TOU
PXX
DCK
SGY
RMP
LXE
PNE
RMP
CKE
TBE
PNE
PNE
Excluding Dividend
Obligations
A combination of low decline assets and low
capital spend and overhead costs (debt,
operating and general and administrative
expenses) result in one of the strongest free
funds flow companies in the industry
20.0%
Source: September 25, 2014 National Bank Financial
-14-
SUSTAINABILITY
FLAT PRODUCTION LEVELS AND FREE FUNDS FLOW AT ~$3.00/MCF GAS PRICE(1)
$100,000
$75,000
$50,000
$25,000
$$1.50 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $5.50
Sustaining Capex
Funds Flow from Operations
Source: Pine Cliff
(1) Assumes 12,000 BOE/d production levels , 15% decline , historical expense levels and historical acquisition capital efficiency levels
-15-
HIGHLY LEVERAGED TO NAT GAS PRICING
• Pine Cliff is one of the highest leveraged companies to increases in natural gas pricing
as a result of low operating expenses and overhead, low decline, no hedging and minimal
capital spending
• Excluding the Q4-2014 acquisition, based on annualized Q3-2014 sales volumes and
royalty rates, a $0.10 per mcf increase in AECO would add $1.5 million of funds flow or
$0.007 per share
2015 Free Funds Flow
Sensitivity
2015 Free Funds Flow
Per Share Sensitivity
+C$1.00/mcf
PPY
LXE
CR
POU
ARX
2015
FFPS
BNP
MQL
D/CF
$45
$30
2.0x
$15
1.0x
$0
0.0x
-1.0x
-$15
$2.00
-40.0%
-30.0%
-20.0%
-10.0%
0.0%
3.0x
10.0%
Source: September 23, 2014 Canaccord Genuity
20.0%
30.0%
40.0%
2015E D/CF
BXE
2015 Free cash flow ($mm)
Free cash flow
PEY
-C$1.00/mcf
4.0x
$60
PNE
$2.50
$3.00
$3.50
$3.78
$4.00
$4.50
$5.00
AECO ($/mcf)
Source: November 19, 2014 GMP Securities L.P.
-16-
A CONTRADICTORY RELATIONSHIP
PINE CLIFF’S SHARE PRICE HAS HISTORICALLY INCREASED IN PERIODS OF
DEPRESSED NATURAL GAS PRICING DUE TO ACQUISITIONS
PNE
Nymex
Southern AB/SK
Acquisition
and
Carrot Creek
/Edson
Acquisition
Southern AB/SK
Acquisition and
Operatorship
Monogram
Acquisition
Skope Debt
Purchase
Source: TSX Infosuite
-17-
NATURAL GAS OUTLOOK – DEMAND
U.S. Gross LNG Exports
U.S. Natural Gas Demand Growth in Electric
Power Sector
bcf/d
bcf/d
5.0
5.0
4.7
4.1
4.5
Forecast
4.0
4.0
3.0
Forecast
3.5
2.4
2.1
2.0
1.7
1.3
3.0
1.0
2.5
2.2
-
2.0
-0.4
(1.0)
1.5
1.1
(2.0)
1.0
0.5
2008
2009
2010
2011
2012
2013
(4.0)
2014
2015
2016
2017
2018
2010
2011
2012
2013
2014
2015
2016
2017
2018
Year over Year Natural Gas Demand Growth
U.S. Net Exports of Natural Gas to Mexico
6.0
5.3
4.8
5.0
4.3
3.7
4.0
3.0
2.3
1.8
Forecast
YoY Nat Gas Demand Growth (bcf/d)
bcf/d
1.7
2009
Source: September 24, 2014 First Energy; EIA
Source: September 24, 2014 First Energy; EIA
2.0
2008
4.0
14
12
3.0
10
8
2.0
6
4
1.0
2
1.0
0.0
0
2011
0.0
2008
2009
2010
2011
2012
2013
2014
Source: September 24, 2014 First Energy; EIA
2015
2016
2017
2018
Cum Nat Gas Demand Growth (bcf/d)
0.0
(2.6)
(3.0)
0.1
0.0
2012
2013E
2014E
2015E
Cum (right axis)
Industrial
Mexico Exports
Industrial (Upside)
Electric Power (Upside)
LNG Exports
Source: Raymond James, EIA, Kootenay
2016E
2017E
Electric Power
-18-
NATURAL GAS OUTLOOK – SUPPLY
U.S. End of October Storage Levels
Est. Daily Western Canada Storage Levels
bcf
bcf
4,000
3,929
3,900
3,866
3,820
3,816
3,787
3,800
3,700
3,571
3,600
Forecast
3,500
3,400
3,300
2012
2013
2014
2015
2016
2017
Source: September 24, 2014 FirstEnergy; US DOE/EIA
Source: FirstEnergy
U.S. Natural Gas Supply Growth
U.S. Natural Gas Rig Count
bcf/d
6.0
1,000
5.0
4.3
4.2
4.0
3.0
3.6
4.0
4.3
3.0
800
600
2.0
1.0
3.8
Forecast
400
0.8
200
Apr
Dec
1Jan
3 5 Feb
7 9 Mar
11 13 15
17 19May
21 23Jun
25 27Jul
29 31Aug
33 35Sep
37 39Oct
41 43 Nov
45 47 49
51
0.0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Source: September 24, 2014 FirstEnergy; EIA
2014
2013
2012
2011
Source: Baker Hughes
-19-
2014 PLANS AND GUIDANCE
CAPITAL BUDGET IS SIGNIFICANTLY LESS THAN PROJECTED CASH FLOW
• Capital Budget of $13.6 million
• December 31, 2014 exit rate production of 11,900 to 12,100 boe per day
• Use monthly funds flow to repay debt drawn for the October 1, 2014 Shallow Gas
Transaction
• Continue to seek acquisitions to expand our portfolio
-20-
WHY INVEST IN PINE CLIFF
• Balance sheet strength allowing flexibility for future transactions
• Proven track record of delivering superior long-term results for shareholders
• High-quality assets with low operating costs and one of the lowest decline rates in the
industry
• Highly leveraged to increases in natural gas prices
•
Proven access to capital to take advantage of opportunities in an active A&D market
• Management team and the board are highly aligned with shareholder interests
• Continues to be a “buyers market” for natural gas assets
-21-
APPENDIX – ANALYST COVERAGE
The following analysts provide research report coverage on Pine Cliff:
COMPANY
ANALYST
AltaCorp Capital
Patrick O’Rourque
Canaccord Genuity
Anthony Petrucci
Clarus Securities Inc.
Robert Paré
FirstEnergy Capital
Katrina Karkkainen
GMP Securities
Aaron Swanson
Haywood Securities Inc.
Dan Tsubouchi
Jennings Capital Inc.
Mark Heim
National Bank Financial Inc.
Dan Payne
Paradigm Capital
Ken Lin
By posting this list, Pine Cliff does not imply endorsement of or agreement with the information, conclusions or recommendations provided in the reports. Pine Cliff does not
distribute electronic copies of analyst reports.
-22-
CORPORATE INFORMATION
BOARD OF DIRECTORS
Gary J. Drummond
George F. Fink
Philip B. Hodge
Randy M. Jarock
Carl R. Jonsson
OFFICERS
George F. Fink
HEAD OFFICE
850, 1015 – 4th Street SW
Calgary, Alberta T2R 1J4
Phone: (403) 269-2289
Fax: (403) 265-7488
REGISTRAR AND TRANSFER AGENT
Computershare Trust Company of
Canada
STOCK EXCHANGE LISTING
TSX Venture Exchange
Trading Symbol: PNE
WEBSITE
www.pinecliffenergy.com
Investor Contact
[email protected]
Executive Chairman of the Board
Philip B. Hodge
President and Chief Executive Officer
Robb D. Thompson
Chief Financial Officer and Secretary
Kristi L. Barr
Vice President Finance
AUDITORS
Deloitte LLP
BANKERS
Alberta Treasury Branch
Terry L. McNeill
Vice President Operations
-23-