INVESTOR UPDATEJANUARY 2016

TSX-V: PNE

A LOW COST NATURAL GAS CONSOLIDATOR

-2-

Certain statements contained in this presentation 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 potential growth opportunities and benefits on Pine Cliff Energy Ltd.’s (“Pine Cliff” of the “Company”) assets; information regarding Pine Cliff on a pro forma basis; the amount drawn on Pine Cliff's syndicated credit facility; net debt levels; 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; Pine Cliff’s share price multiple and the correlation to natural gas pricing; net debt to funds flow from operations; cash flow / funds flow leverage to natural gas prices; corporate netbacks and break even prices; expected operating expenses, royalty rates, general and administrative expenses and interest expenses; expected cash / funds provided by operations; free cash flow; expansion and other development trends of the oil and gas industry; reserve and resource volumes; business strategy and outlook; expansion and growth of the business and operations; maintenance of existing customer, supplier and partner relationships; future acquisition opportunities including the amount, timing, success and nature thereof; the ability of the Company to raise capital; supply channels; accounting policies; credit risks; availability of drilling or recompletion locations, including the timing and success thereof; the operational, economic and financial impacts of the acquisition of assets in Pine Cliff’s core areas that closed on May 29, 2015 (the “May 2015 Acquisition”) to Pine Cliff; the potential growth opportunities on the assets; the operational, economic and financial impacts of the acquisition that closed on December 11, 2015 (the “December 2015 Acquisition”) on Pine Cliff; ability to reduce operating costs on the Ghost Pine and Viking assets; change in Pine Cliff’s LLR; future consolidation opportunities around the Ghost Pine and Viking assets, including the timing and nature thereof; reserve life index; other anticipated benefits to Pine Cliff of the December 2015 Acquisition; guarantee that it will be listed on the TSX or, if listed, how long the application process will be; 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. 

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 annual audit of our consolidated financial statements is not yet complete and accordingly all financial and production amounts represent management's estimates which are unaudited and subject to revision.

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 equivalent (“mcfe”) 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.

CAUTIONARY STATEMENTS

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POSITIONED FOR PROFITABLE AND SUSTAINABLE LOW RISK NATURAL GAS GROWTHListing (1) TSX-V: PNE

Market Capitalization(2) $290 MM

Average Daily Volume(3) 0.7 MM

52-Week Trading Range $0.86 to $1.90

Shares Issued(4) 305.2 MM

Directors and Officer’s Ownership(5) 13.9%

2015 Production Guidance 11,800-12,300 boe/d

2016 Production Guidance 22,500-23,000 boe/d

2016 Natural Gas Weighting ~92%

Corporate Base Production Decline <12%

2016 Capital Guidance $10.0 MM

2015 Year-end Net debt ~$146 MM

Bank Line (6) $185 MM

Tax Pools(7) >$480 MM

CORPORATE PROFILE

(1) Applied to be listed on the TSX in December 2015(2) Reflects January 4, 2016 closing price of $0.95 per share(3) Average daily trading volumes for July 1, 2015 to January 4, 2016 (includes subscription receipts volumes)(4) As of January 4, 2016. In addition, as of January 4, 2016 there were 17.2 MM stock options issued (5.6% of outstanding shares) (5) Fully diluted(6) $165 MM revolving syndicated credit facility and $20 MM operating facility, interest at prime plus1.0% to 2.5% or the bankers’ acceptance rate plus 2.0% to 3.5% based on the trailing 12 months debt to EBITDA(7) As of September 30, 2015 and after taking into effect the December 2015 Acquisition

INCREASING VALUE

PER SHAR

E

FINANCIAL FLEXIBILIT

Y

PRUDENT

GROWTH

EXPERIENCED

MANAGEMENT TEAM

CAPITAL DISCIPLI

NE

-4-

SUSTAINABLE SHAREHOLDER VALUE CREATIONAcquisition Priorities Focused on Value

Accretive acquisitions of high-quality natural gas assets offering low operating costs, low decline production, and increasing drilling inventories; nine acquisitions completed since 2012

Free Cash Flow Continued debt reduction, supports balance sheet and allows flexibility for future transactions

Exceptional Track RecordConsistent delivery of superior long-term results supported by decades of transaction execution experience

High Insider Ownership Interests aligned with shareholders

Access to CapitalFive financings completed since Nov. 2012

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CAPITALIZING ON A LOW COMMODITY PRICE ENVIRONMENT

• PNE uniquely focused on a low-risk, natural gas asset consolidation strategy in Western Canada

• Weak commodity prices have reduced industry cash flow and stimulated non-core asset sales to fund debt repayment, capital expenditures and dividends

• Market is rewarding companies for strong balance sheets and focused asset portfolios; sales of “non-core properties” expected to continue

• Cash flow positive gas properties + conservative capital program enable PNE to use excess cash flow for debt repayment, strengthening balance sheet for future potential acquisitions

A UNIQUE, COUNTER-CYCLICAL STRATEGY

Pine Cliff is well-positioned to capitalize on its growth strategy and is poised to

provide shareholders with increased long-term value and returns

$8,000,000

$48,000,000

$88,000,000

$128,000,000

$168,000,000

$208,000,000

$248,000,000

$288,000,000

$328,000,000

$368,000,000

$408,000,000

$448,000,000

$488,000,000

$0.17

$0.67

$1.17

$1.67

$2.17

$2.67 Share Price Share Price

Closed $185M acqui-sition of new Core Area in Central AB and $72M share of -fering at $1.08/share

TRACK RECORD SINCE JANUARY 2012

SUCCESSFUL EXECUTION

$23.5M Carrot Creek acquisition

$2.9M rights offering and private placement

Closed acquisition of Geomark Exploration Ltd.

Phil Hodge appointed President and CEO; George Fink appointed Executive Chairman

Purchased debt & security of Skope Energy

$5.4M private placement at $0.70

/share

Realized security - became sole shareholder of

Skope Energy

$34MAcquisition of

additional 52% WI in the Monogram unit

$25.1M common share offering at

$0.88 /sh

$13.3M acquisition of additional Southern AB

assets and operatorship

$20.0M common share offering at $1.10/sh

-6-

Oct 1: $100M Shallow Gas asset acquisitionSept 23: $60.1M equity offering at $2.05/shAug 7: $33.3M Carrot Creek / Edson asset acquisition

$14.1M acquisition of additional assets in Carrot

Creek / Edson & S. AB

THREE MAJOR OPERATED CORE AREAS • Base Production of ~142,800 mcfe/d or

23,800 boe/d• Weighted ~92% towards natural gas

• Low Decline Rate• Corporate decline rate on base production of

<12%

• High Working Interest and Operatorship • Production is ~85% operated

• 80% working interest

• Extensive Land Position• ~2,200,000 gross acres (1,800,000 net acres)

• Significant Undrilled or Recompletion Locations

• Internally estimated at over 1,500 gross locations

• Significant Operated Infrastructure• Includes U.S. export pipeline to the Pacific

Northwest -7-

WHAT WE HAVE BUILT

Recent Acquisition

-8-

HISTORY OF ACCRETIVE ACQUISITIONS ACQUISITION METRICS REFLECT VALUE FOCUSED STRATEGY          Transaction Metrics

  Announcement Transaction Value Production P+P Reserves Flowing Barrel P+P Reserves P+P Reserves

Transaction Date ($million) (boe/d) (mmboe) ($/boe/d) ($/boe) ($/mcfe)

               

Central AB Assets Acquisition 9-Nov-15 $185.0 11,730 78.6 $15,772 $2.35 $0.39

Carrot Creek/Edson and Southern AB Asset Acquisition 20-Apr-15 $14.1 1,030 4.8 $13,699 $2.93 $0.49

Carrot Creek/Edson Asset Acquisition 29-Jul-14 $33.3 970 4.0 $34,278 $8.31 $1.39

Southern AB & SK Asset Acquisition 17-Jul-14 $100.0 5,300 15.5 $18,868 $6.45 $1.08

Southern AB & SK Asset Acquisition 17-Jul-13 $13.3 850 2.4 $15,588 $5.62 $0.94

Monogram Unit WI Acquisition 27-May-13 $33.7 1,600 7.7 $21,063 $4.39 $0.73

Skope Energy Inc. Acquisition 20-Nov-12 $28.0 3,500 9.4 $8,000 $2.98 $0.50

Carrot Creek Asset Acquisition 10-Feb-12 $23.5 950 3.1 $24,737 $7.58 $1.26

          $16,614 $3.43 $0.57

3.523,800100Boe/d Boe/dto

yearsin

-9-

ACQUISITION OF NEW CORE AREA (DEC 11’15)GROWS PRODUCTION BY 90% AND RESERVES LIFE INDEX BY

55%

• $185 million accretive acquisition of natural gas weighted, low decline assets in the Viking and Ghost Pine areas of Central Alberta

• Adds new core area and creates opportunities for further consolidation across PNE’s focal areas to support long-term growth

• Increases reserve life index by 55% to ~13 years from ~9 years by offering long-term, attractive inventory for drilling, recompletions and optimization of existing production

•Significantly accretive per share on cash flow and reserves

•Decreases corporate break-even point to less than $2.00/mcf

•Significantly increases Pine Cliff’s limited liability ratio (“LLR”) from 1.04 to 1.29(1)

• Ownership in key strategic infrastructure, including four gas plants with third party revenue

• Opportunities to reduce operating costs

(1) Based in internal estimates on August 1, 2015

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STRONG ACQUISITION METRICS (1)ACCRETIVE ACQUISITION WITH STRONG EXPOSURE TO NATURAL GAS PRICESProduction (July 2015 average) (1) 11,730 boe/d

Natural gas weighting 89%

Operating costs $11.20 per boe

Royalty rate(2) 11% of revenue

Low decline rate 12%

Booked drilling and recompletion locations(3) ~520 gross (~420 net)

Proved producing reserves(3) 37.5 MMboe

Proved reserves(3) 47.5 MMboe

Proved and probable reserves(3) 78.6 MMboe

TRANSACTION METRICS Production $15,772 per flowing boe

Proved Reserves(3) $3.90 per boe or $0.65 per mcfe

Proved and Probable Reserves(3) $2.35 per boe or $0.39 per mcfe

(1) Certain information herein is provided to Pine Cliff by the vendor, and has not been verified by any independent sources. Pine Cliff believes such information to be accurate & reliable but does not make any representations as to the accuracy of any estimates

(2) Prior to gas cost allowance adjustments(3) Based on reserves evaluated by an independent third party with an effective date of July 1, 2015. The proved producing, proved and proved and probable reserves as presented, include 1.2

MMBoe, 1.2 Mmboe and 1.5 MMboe of royalty interest reserves, respectively. The booked drilling and recompletion locations, as presented, are based on the proved and probable reserves

-11-

NEW CORE AREA ASSET OVERVIEW

Ghost Pine VikingProduction (July Average) 5,400 boe/d 6,330 boe/d

Natural gas weighting 92% 85%

Annual decline rate 9% 14%

Net working interest acres 244,699 583,722

Fee title acres 10,699 89,231

% Operated 65% 85%

Gross (net) booked locations(2) 369 (247) 107 (107)

(1) Certain information herein is provided to Pine Cliff by the vendor, and has not been verified by any independent sources. Pine Cliff believes such information to be accurate & reliable but does not make any representations as to the accuracy of any estimates

(2) Based on reserves evaluated by an independent third party with an effective date of July 1, 2015. Pine Cliff does not guarantee that it will be booking all of these locations in the December 31, 2015 reserve report

LOW RISK, LOW DECLINE ASSETS WITH SIGNIFICANT UPSIDE(1)

12%Blended decline rate

Very low

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SIGNIFICANT LOW RISK DEVELOPMENT

(1) Certain information herein is provided to Pine Cliff by the vendor, and has not been verified by any independent sources. Pine Cliff believes such information to be accurate & reliable but does not make any representations as to the accuracy of any estimates

(2) Based on reserves evaluated by an independent third party with an effective date of July 1, 2015. Pine Cliff does not guarantee that it will be booking all of these locations in the December 31, 2015 reserve report

• Attractive and predictable low-cost production with long reserve life

• Over 1,000 gross upside opportunities identified

• ~490 gross (272 net) have been identified as Tier 1 locations that return 25-30% at $3.50/GJ AECO

• CBM infill drilling opportunities plus potential for conventional drilling

• 369 gross (247 net) booked locations(2)

• Infrastructure is operated, segregated from conventional production, and has low operating cost requirements

SIGNIFICANT UPSIDE POTENTIAL GHOST PINE HORSESHOE CANYON COAL BED METHANE (1)

-13-

EMERGING COLORADO SHALE PLAY(1)

(1) Certain information herein is provided to Pine Cliff by the vendor, and has not been verified by any independent sources. Pine Cliff believes such information to be accurate & reliable but does not make any representations as to the accuracy of any estimates

(2) Based on Pine Cliff internal estimates(3) Based on reserves evaluated by an independent third party with an effective date of July 1, 2015. Pine Cliff does not guarantee that it will be booking all of these locations in the December 31, 2015

reserve report

• Industry was drilling this area using horizontal drilling technology in 2014

• 144 Tier 1 locations with over 4m of net pay with a 25-30% rate of return at $3.50/GJ AECO (2)

• ~70% recovery factor at 3 horizontal wells/section = 700 MMcf/well (2)

• Typical EURs on vertical wells range from 200 – 300 MMcf (2)

• 107 wells booked at 2 wells/section (3)

SIGNIFICANT UPSIDE POTENTIAL COLORADO SHALE(1)

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

BXE

RM

PC

QE

TOU

POU

RR

XPP

Y VII

PMT

DEE

PEY

KEL CR

NVA

LEG

TET

BTE VE

TEC

AC

PG TBE

BIR

BN

PA

AV

WC

PB

NE

LRE

SPE

LTS

AR

XPW

TA

THTO

GER

FA

ETH

SEC

NQ

SGY

PXX

SGL

PGF

NB

ZO

ILEG

LZA

R CJ

PNE

CVE PL

T

Corp

orat

e De

clin

e Ra

te

Average: 29%

-14-

SUSTAINABILITY OUR KEY FOCUSSTRONG EMPHASIS ON GROWTH OF SUSTAINABLE NATURAL GAS ASSETS

Decline

Source: Scotiabank Statsbook May 2015Note: CNQ, CVE and HSE are Canadian production only and exclude oil sands production

• With one of the lowest production declines in the industry, low operating expenses and low overhead, Pine Cliff is positioned to withstand & exploit low commodity price environment

CFPS Growth Debt-Adj 2016E vs. Debt-Adj PPS Growth 2016E

Source: Desjardins Capital Markets, December 2015

• PNE continues to grow production per share through accretive acquisitions while maintaining balance sheet strength

2012 2013 2014 First Nine Months 2015

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00$4.60

$1.83$1.67

$1.35

per b

oe

2012 2013 2014 First Nine Months 2015

$6.00

$6.50

$7.00

$7.50

$8.00

$8.50

$9.00

$9.50

$10.00

$9.42 $9.39$9.18

$8.75

per b

oe

COMMITTED TO COST REDUCTIONS AND INCREASING EFFICIENCIES IN THE FIELD• Realized a 7% decrease in operating expenses per boe since 2012 and a 5% decrease in

operating expenses per boe since 2014 alone• In addition to reducing costs in the field, a strong focus is put on minimizing head office

costs and eliminating discretionary spending

SUCCESSFUL COST REDUCTIONS IN 2015

-15-

7%Operating Expenses per Boe G&A Expenses per Boe

71%

Note: G&A expenses excludes transaction costs and overhead recoveries

UPDATE: SHALLOW GAS ACQUISITION

-16-

01-Oct-14 01-Dec-14 01-Feb-15 01-Apr-15 01-Jun-15 01-Aug-150

1000

2000

3000

4000

5000

6000

CBMHatton EastHattonMany IslandsLong Valley

Sale

s V

olum

es (b

oe/d

)

Reactivated75 Wells

Curtailment Ends

Acquisition Closed Oct. 1 Pipeline

Curtailment

DEMONSTRATING SUCCESS BY ARRESTING DECLINE + REDUCING OPERATING COSTS

• Shallow gas asset package acquired October 2014

• At acquisition, production was ~5,000 boe/d (30,000 mcfe/d) and operating expenses averaged ~$8.54 / boe (~$1.42 / mcfe)

• Less than one year after assets transferred, production maintained at ~5,000 boe/d while operating expenses were reduced by ~13% to ~$7.40 / boe (~$1.23 / mcfe)

• During 2015 to September 30, ~80 wells were reactivated for capex of $0.41 MM, adding ~450 boe/d – resulting in a capital efficiency of $900 per flowing boe

Offsetting Production Declines Through Reactivation

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HIGHLY LEVERAGED TO NAT GAS PRICING

Source: December 1, 2015 Canaccord Genuity Corp.

2016E Funds Flow per Share Sensitivity to Natural Gas Pricing

Source: September 7, 2015 CIBC World Markets Inc.

2016E Free Cash Flow YieldSensitivity to Natural Gas Pricing

-125%

-100%

-75%

-50%

-25%

0%

25%

50%

75%

100%

125%

Varia

nce

from

bas

e

Scen

ario

(%)

AAV BXE BIR PPY PNE SRX CQE

ONE OF THE HIGHEST FREE FUNDS FLOWS PER SHARE IN THE INDUSTRY

• Offers one of the highest exposures to movements in natural gas pricing given low operating expenses and overhead, low decline, no hedging and minimal capital spending

• $0.10 / mcf increase in AECO adds approximately $4.4 million of funds flow annually (or ~$0.015 per share)(1)

(1) Using the production on closing of the December 2015 Acquisition and estimated royalty rates

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2016 FOCUS ON FREE FUNDS FLOWONE OF THE HIGHEST FREE FUNDS FLOWS PER SHARE IN THE INDUSTRY• Pine Cliff generates some of the highest free cash flow yield in the industry

Source: Dundee Capital Markets, November 2015

Source: Canaccord Genuity Corp, November 2015

LXEPPY

ATHQECMEI

RMPBIR

NVAKCKRRXBXE

MQLJOYLREBTETBE

TOGVETSGYSKXCPG

REPXXPNE

-50.0%-40.0%-30.0%-20.0%-10.0% 0.0% 10.0% 20.0%

FCF/EV (%)

2016 Free Cash Yield % to Debt to Cash Flow 2016 Free Cash flow as a % of Enterprise Value Excluding Dividend Obligations

-19-

FOCUS ON PER SHARE VALUE INCREASES

47% increase in daily production per basic share(1)

50% increase in funds flow from operations per basic share(2)

(1) Mid point of 2016 guidance as compared to the mid point of 2015 guidance(2) For the quarter ended September 30, 2015 as compared to June 30, 2015

Production (boe/d)Mid-point of

2016 Guidance

2012 2013 2014 2015 2016 (est) -

5,000

10,000

15,000

20,000

25,000 7

75

4,7

75 7,8

88 1

2,05

0

22,

750

Mid-point of2015 Guidance

Q1-20

12

Q2-20

12

Q3-20

12

Q4-20

12

Q1-20

13

Q2-20

13

Q3-20

13

Q4-20

13

Q1-20

14

Q2-20

14

Q3-20

14

Q4-20

14

Q1-20

15

Q2-20

15

Q3-20

15 $(2,000)

$-

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$-

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$(3

5)

$52

0

$44

2

$77

5 $2,

401

$3,

721

$3,

014 $

5,56

4

$10

,089

$9,

180

$8,

104

$11

,615

$6,

182

$5,

555 $7,

507

Funds Flow Fr...Funds Flow From Operations (000s)

-20-

CAPITAL BUDGET IS SUBSTANTIALLY LOWER THAN PROJECTED FUNDS FLOW• 2016 capital budget of $10 million, before acquisitions (2015 - $7.5 million, before

acquisitions)

• 2016 production volumes of 22,500 to 23,000 boe/d (2015 – 11,800 to 12,300 boe/d)

• Use monthly funds flow to repay debt drawn for acquisitions

• Ongoing focus on optimizing production, minimizing overhead and reducing operating expenses

• Sustainable cost structure and corporate break even (before capital spending) of less than $2.00/Mcf

SUSTAINABLE COST STRUCTURE

-21-

WHY INVEST IN PINE CLIFF• High-quality assets with low operating costs and one of the lowest decline rates in the

industry

• Free cash flow allows for debt repayment in depressed commodity environment

• Entirely unhedged production allows for high leverage to increases in natural gas prices

• Current depressed commodity price environment is anticipated to provide additional accretive acquisition opportunities (sales processes have been announced by Bellatrix, Centrica, Encana, Enerplus, Pengrowth, Pennwest, Quicksilver, Husky, Cequence, Long Run, Spyglass etc…)

• Proven track record of delivering superior long-term results for shareholders

• Proven access to capital to take advantage of opportunities in a depressed commodity price environment

• Management team and the board stock ownership creates high alignment with shareholder interests

-22-

APPENDIX

Note: Pine Cliff Energy Ltd. was recognized on Alberta Venture magazine’s 2015 Fast Growth 50 List. Pine Cliff was recognized in June 2015 as one of The 200 companies by Alberta Oil magazine. Pine Cliff Energy Ltd. was recognized as a TSX Venture 50® company in 2015. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license.

-23-

A CLEAR VISION FOR LONG-TERM GROWTH WITH PROVEN EXPERIENCE• Pine Cliff management has a long-term view of value creation, with a counter-cyclical

focus to acquire natural gas 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 four years, our approach to acquiring assets has remained

disciplined

• 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 $17.21 per share on January 4, 2016, while paying over $35.00 of dividends per share. A $20,000 investment in 1998 would equate to almost $5.3 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

BUILDING A FAMILIAR MODEL

(1) Pine Cliff return is presented since the change in strategic focus of the company and management appointment on December 21, 2011Note: The Pine Cliff and Bonterra share prices are to closing on January 4, 2016.

$0.60

$10.32

1994 1996 1998 2000 2002 2004 2006 2008 2010

Comaplex ReturnShare Price

2011 2012 2013 2014 42349

0.17

$0.95

Pine Cliff Return(1)Share Price

$52.79

$17.21

$35.58

1998 2000 2002 2004 2006 2008 2010 2012 2014

Bonterra ReturnCombined

Share Price

Cum Dividend

39%

27%

19%

6%7%

2%

Coal Natural GasNuclear HydropowerOther renewables Other

0.1

1.1

2.2

4.6

7.2

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

1.82.0

2.8

3.33.6

4.04.4

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

(2.6)

(0.0)

3.5

1.3 1.3 1.0 1.0

(4.0)

(3.0)

(2.0)

(1.0)

-

1.0

2.0

3.0

4.0

5.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

-24-

NATURAL GAS OUTLOOK - DEMAND

U.S. Natural Gas Demand Growth (indexed to 2014 demand)

Source: SG Commodities Research, Bentek (March 2015)

U.S. Natural Gas Demand Growth in Electric Power Sector

Source: September 28, 2015 First Energy; EIA

U.S. Net Exports of Natural Gas to Mexico

Source: September 28, 2015 First Energy; EIA

U.S. Gross LNG Exports

Source: September 28, 2015 First Energy; EIA

bcf/d

bcf/d

Forecast

Forecast

bcf/d

Forecast

-2

0

2

4

6

8

10

12

14

2014 2015 2016 2017 2018 2019

Bcf/d R/C P ower Industrial Mexico LNG

Source: September 2015, Canaccord Genuity

U.S. Power Sources

-60%

-40%

-20%

0%

20%

40%

60%

80%

100%

120%

-4,000

-3,000

-2,000

-1,000

0

1,000

2,000

3,000

4,000

5,000

Jan 2011 Jan 2012 Jan 2013 Jan 2014 Jan 2015 Jan 2016

Deviation from average Storage level

Note: Colored band around storage levels represents the range between the minimum and maximum from Jan. 2010 - Dec. 2014.

200

400

600

800

1,000

1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51

2015 2014 2013 2012 2011

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

1.0

3.84.0

2.5

3.6

4.4 4.4

0.0

1.0

2.0

3.0

4.0

5.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

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NATURAL GAS OUTLOOK - SUPPLY

U.S. Natural Gas Supply Growth

Source: September 28, 2015 FirstEnergy; EIA

bcf/d

Forecast

bcf

Source: EIA Short-Term Energy Outlook, September 2015

U.S. Working Natural Gas in Storage

Source: Baker Hughes

U.S. Natural Gas Rig Count

Forecast

COMPANY ANALYSTAltaCorp Capital Patrick O’Rourke

Canaccord Genuity Anthony Petrucci

CIBC World Markets Dave Popowich

Clarus Securities Inc. Robert Paré

Desjardins Capital Markets Jamie Kubik

FirstEnergy Capital Michael Hearn

GMP Securities Aaron Swanson

Haywood Securities Inc. Darrell Bishop

Industrial Alliance Securities Inc. Michael Charlton

National Bank Financial Inc. Dan Payne

Paradigm Capital Ken Lin

Scotia Capital Inc. Cameron Bean

TD Securities Inc. Aaron Bilkoski

-26-

The following analysts provide research report coverage on Pine Cliff:

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.

ANALYST COVERAGE

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CORPORATE INFORMATIONBOARD OF DIRECTORSGary J. Drummond George F. Fink Philip B. Hodge Randy M. JarockCarl R. Jonsson  OFFICERSGeorge F. Fink Executive Chairman of the BoardPhilip B. Hodge President and Chief Executive OfficerKristi L. Kunec Chief Financial Officer and SecretaryCheryne A. Lowe Interim Chief Financial OfficerTerry L. McNeill Chief Operating Officer  

 

HEAD OFFICE850, 1015 – 4th Street SWCalgary, Alberta T2R 1J4Phone: (403) 269-2289Fax: (403) 265-7488

REGISTRAR AND TRANSFER AGENTComputershare Trust Company of Canada AUDITORSDeloitte LLP

BANKERSToronto-Dominion BankAlberta Treasury BranchesNational Bank of Canada

  

STOCK EXCHANGE LISTINGTSX Venture Exchange Trading Symbol: PNE WEBSITEwww.pinecliffenergy.com

INVESTOR CONTACTinfo@pinecliffenergy.com