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INVESTOR UPDATE FEBRUARY 2016 TSX-V: PNE A LOW COST NATURAL GAS CONSOLIDATOR

INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

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Page 1: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

INVESTOR UPDATEFEBRUARY 2016

TSX-V: PNE

A LOW COST NATURAL GAS CONSOLIDATOR

Page 2: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-1-

Certain statements contained in this presentation include statements which contain words such as “anticipate”, “could”, “should”, “expect”, “seek”, “may”, “intend”, “likely”, “will”, “believe” andsimilar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events whichwill 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 analysismade by us derived from our experience and perceptions. In particular, this presentation contains statements regarding: the potential growth opportunities and benefits on Pine Cliff EnergyLtd.’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 proforma 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; futurereturns 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 correlationto 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 oiland gas industry; reserve and resource volumes; business strategy and outlook; expansion and growth of the business and operations; maintenance of existing customer, supplier andpartner relationships; future acquisition opportunities including the amount, timing, success and nature thereof; the ability of the Company to raise capital; supply channels; accountingpolicies; 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 inPine 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 financialimpacts 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; changein 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 PineCliff 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 couldcause 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-lookingstatements. Because of the risks, uncertainties and assumptions contained herein, readers should not place undue reliance on these forward-looking statements. Any data, graphs orinformation 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 thereserves 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 reserveswill 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 andnatural 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 forand 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 expectedfuture 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, andmay include, without limitation: foreign exchange fluctuations; equipment and labour shortages and inflationary costs; general economic conditions; industry conditions; changes in applicableenvironmental, 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; theeffect 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 theability 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; andother 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 thatany 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 Cliffdisclaims 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 ourconsolidated 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. Thisconversion 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 usedin isolation.

CAUTIONARY STATEMENTS

Page 3: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

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

Market Capitalization(2) $257 MM

Average Daily Volume(3) 0.7 MM

52-Week Trading Range $0.73 to $1.65

Shares Issued(4) 305.5 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 27, 2016 closing price of $0.84 per share(3) Average daily trading volumes for July 1, 2015 to January 27, 2016 (includes subscription receipts volumes)(4) As of January 27, 2016. In addition, as of January 27, 2016 there were 17.5 MM stock options issued (5.7% 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

Page 4: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

INCREASING VALUE PER

SHARE

FINANCIAL FLEXIBILITY

PRUDENT GROWTH

EXPERIENCED MANAGEMENT

TEAM

CAPITAL DISCIPLINE

-3-

SUSTAINABLE SHAREHOLDER VALUE CREATION

Acquisition Priorities Focused on ValueAccretive 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

Page 5: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

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CAPITALIZING ON A LOW COMMODITY PRICE ENVIRONMENT

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

• Weak commodity prices have reduced industry cash flow and stimulated non-core assetsales 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 useexcess cash flow for debt repayment, strengthening balance sheet for future potentialacquisitions

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

Page 6: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

$0.17

$0.67

$1.17

$1.67

$2.17

$2.67

$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 Market Cap Share Price

Closed $185M acquisition of new

Core Area in Central AB and $72M share

offering 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

-5-

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

Page 7: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

THREE MAJOR OPERATED CORE AREAS

• Base Production of ~142,800 mcfe/d or23,800 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% average working interest on land

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

• Significant Undrilled or RecompletionLocations

• Internally estimated at over 1,500 grosslocations

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

Northwest-6-

WHAT WE HAVE BUILT

Recent Acquisition

Page 8: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-7-

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

Page 9: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-8-

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 GhostPine areas of Central Alberta

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

• Increases reserve life index by 55% to ~13 years from ~9 years by offering long-term, attractiveinventory 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

Page 10: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-9-

STRONG ACQUISITION METRICS (1)

ACCRETIVE ACQUISITION WITH STRONG EXPOSURE TO NATURAL GAS PRICES

Production (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

Page 11: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-10-

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 WITHSIGNIFICANT UPSIDE(1)

12%Blended decline rate

Very low

Page 12: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-11-

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 BEDMETHANE (1)

Page 13: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-12-

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)

Page 14: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

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

VET

ECA

CPG TB

EB

IRB

NP

AA

VW

CP

BN

ELR

ESP

ELT

SA

RX

PWT

ATH

TOG

ERF

AET

HSE

CN

QSG

YPX

XSG

LPG

FN

BZ

OIL

EGL

ZAR CJ

PNE

CVE PL

T

Cor

pora

te D

eclin

e R

ate

Average: 29%

-13-

SUSTAINABILITY OUR KEY FOCUS

STRONG 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

Page 15: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

$4.60

$1.83$1.67

$1.35

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

2012 2013 2014 First Nine Months2015

per b

oe

$9.42 $9.39$9.18

$8.75

$6.00

$6.50

$7.00

$7.50

$8.00

$8.50

$9.00

$9.50

$10.00

2012 2013 2014 First Nine Months2015

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% decreasein operating expenses per boe since 2014 alone

• In addition to reducing costs in the field, a strong focus is put on minimizing head officecosts and eliminating discretionary spending

SUCCESSFUL COST REDUCTIONS IN 2015

-14-

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

71%

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

Page 16: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

UPDATE: SHALLOW GAS ACQUISITION

-15-

0

1000

2000

3000

4000

5000

6000

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

CBMHatton EastHattonMany IslandsLong Valley

Sale

sVo

lum

es (b

oe/d

)

Reactivated75 Wells

Curtailment Ends

Acquisition ClosedOct. 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

Page 17: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-16-

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 f

rom

base

Sc

enar

io (%

)

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 lowoperating 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

Page 18: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-17-

2016 FOCUS ON FREE FUNDS FLOW

ONE 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

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

LXEPPYATHQECMEI

RMPBIR

NVAKCKRRXBXE

MQLJOYLREBTETBE

TOGVETSGYSKXCPG

REPXXPNE

FCF/EV (%)

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

Page 19: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-18-

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

775

4,77

5 7,88

8

12,0

50

22,7

50

-

5,000

10,000

15,000

20,000

25,000

2012 2013 2014 2015 2016 (est)

Mid-point of2015 Guidance

$(35

)

$520

$442

$775

$2,4

01

$3,7

21

$3,0

14 $5

,564

$10,

089

$9,1

80

$8,1

04

$11,

615

$6,1

82

$5,5

55

$7,5

07

$-

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

$(2,000)

$-

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

Funds Flow From Operations (000s)

Page 20: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-19-

CAPITAL BUDGET IS SUBSTANTIALLY LOWER THAN PROJECTED FUNDS FLOW

• 2016 capital budget of $10 million, before acquisitions (2015 - $7.5 million, beforeacquisitions)

• 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 operatingexpenses

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

SUSTAINABLE COST STRUCTURE

Page 21: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-20-

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, LongRun, 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

Page 22: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-21-

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.

Page 23: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-22-

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 $15.46 per share on January 27, 2016, while paying over $35.00 of dividends per share. A $20,000 investment in 1998 would equate to almost $5.1 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 27, 2016.

$0.60

$10.32

1994 1996 1998 2000 2002 2004 2006 2008 2010

Comaplex ReturnShare Price

$50.84

$15.46

$35.38

1998 2000 2002 2004 2006 2008 2010 2012 2014 Jan-16

Bonterra ReturnCombinedShare PriceCum Dividend

$0.17

$0.84

2011 2012 2013 2014 2015

Pine Cliff Return(1)

Share Price

Page 24: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

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NATURAL GAS OUTLOOK - DEMAND

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

U.S. Net Exports of Natural Gas to Mexico

U.S. Annual LNG Exports

(3.0)

(2.0)

(1.0)

0.0

1.0

2.0

3.0

4.0

5.0

2009 2011 2013 2015 2017 2019

bcf/d

Source: FirstEnergy Capital Corp., US DOE/EIA (January 2016).

Forecast

U.S. Gas Demand Growth + Exports

0.8 0.81.4

1.7 1.8 2.0

2.9

3.6 3.74.1

4.44.8

0.0

1.0

2.0

3.0

4.0

5.0

2009 2011 2013 2015 2017 2019

bcf/d

Source: FirstEnergy Capital Corp., U.S. DOE/EIA (January 2016).

Forecast

0.11.0

1.8

3.8

6.5

8.2

0.01.02.03.04.05.06.07.08.09.0

2009 2011 2013 2015 2017 2019

bcf/d

Source: FirstEnergy Capital Corp., U.S. DOE/EIA (January 2016).

Forecast

65

70

75

80

85

90

95

100

2012 2014 2016 2018 2020

bcf/d

Source: FirstEnergy Capital Corp., US DOE/EIA (January 2016).

Mexico Exports

LNG Exports

Domestic Demand

Forecast

Page 25: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-24-

NATURAL GAS OUTLOOK - SUPPLY

0

100

200

300

400

500

0

100

200

300

400

500

Jan-2 Mar-27 Jun-19 Sep-11 Dec-4

Rigs

Source: FirstEnergy Capital Corp., Baker-Hughes (January 2016).

2013 2014

2015 2016

U.S. Natural Gas Rig Count

0

200

400

600

800

1,000

1,200

2015

1931

2011

1939

1979

1933

1952

1967

1973

1951

1966

1947

1978

1943

1955

1958

1985

HDDs

Source: FirstEnergy Capital Corp., U.S. NOAA (January 2016).

2015

U.S. December HDDs 1931-2015Monthly Dry Shale Gas Production

0

5

10

15

20

25

30

35

40

45

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

bcf/d

Marcellus (PA,WV,OH & NY)Haynesville (LA & TX)Eagle Ford (TX)Fayetteville (AR)Barnett (TX)Woodford (OK)Bakken (ND)Antrim (MI, IN, & OH)Utica (OH, PA & WV)Rest of US 'shale

Source: EIA Natural Gas Weekly Update (January 20, 2016)

13565.7 66.3 70.5 70.5 74.4 75.4 78.5 83.0 87.3

3.9 1.1 3.1 4.44.4

4.6

0

10

20

30

40

50

60

70

80

90

100

2012 2013 2014 2015 2016 2017 2018 2019 2020

bcf/d

Supply Growth

Supply

U.S. Natural Gas Supply Growth

Source: FirstEnergy Capital Corp., U.S. DOE/EIA (January 2016).

Forecast

Page 26: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

COMPANY ANALYST

AltaCorp 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

-25-

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

Page 27: INVESTOR PDATE - Pine Cliff Energy · investor update. f. ebruary. 2016. tsx-v: pne. a low cost natural gas consolidator

-26-

CORPORATE INFORMATION

BOARD OF DIRECTORSGary J. Drummond George F. Fink Philip B. Hodge Randy M. JarockCarl R. Jonsson

OFFICERSGeorge F. FinkExecutive Chairman of the Board

Philip B. HodgePresident and Chief Executive Officer

Kristi L. KunecChief Financial Officer and Secretary

Cheryne A. LoweInterim Chief Financial Officer

Terry L. McNeillChief 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 [email protected]