Why cll is worth over $2 INITIAL ALTERNATIVE MONTHLY REPORT
Report under Part 4 of National Instrument 62-103 The Early Warning System and
Related Take-over Bid and Insider Reporting Issues (“NI 62-103”)
Re: Connacher Oil and Gas Limited (the “Issuer”)
1. The name and address of the eligible institutional investor:
Name: West Face Capital Inc. (“WFCI”), as portfolio manager of West Face
Long Term Opportunities Global Master L.P. (“GMLP”)
Address: 2 Bloor Street East
Suite 810
P.O. Box 85
Toronto, Ontario
M4W 1A8
2. The net increase or decrease in the number or principal amount of securities,
and in the eligible institutional investor's security holding percentage in the class of
securities, since the last report filed by the eligible institutional investor under Part 4 of
National Instrument 62-103 or the early warning requirements:
This is the initial report filed by WFCI in respect of the Issuer under NI
62-103.
3. The designation and number or principal amount of securities and the eligible
institutional investor's security holding percentage in the class of securities at the end
of the month for which the report is made:
As at December 31, 2011, WFCI exercised, or was deemed to exercise,
control or direction, on behalf of GMLP, over 46,000,000 voting common
shares ("Shares") of the Issuer, representing approximately 10.26% of the
outstanding Shares (based on 448,259,991 Shares issued and outstanding
as at November 10, 2011, as reported by the Issuer).
As at December 31, 2011, GMLP beneficially owned all of the 46,000,000
Shares referred to above.
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities referred to in paragraph 3
over which:
(i) the eligible institutional investor, either alone or together with any joint actors,
has ownership and control:
2
WFCI exercises, or is deemed to exercise, control or direction over the
securities referred to in paragraph 3 above in its capacity as portfolio
manager of GMLP. GMLP, which may be considered to be a joint actor of
WFCI, has beneficial ownership of the securities referred to in paragraph 3
above.
(ii) the eligible institutional investor, either alone or together with any joint actors,
has ownership but control is held by other persons or companies other than the eligible
institutional investor or any joint actor:
Not Applicable.
(iii) the eligible institutional investor, either alone or together with any joint actors,
has exclusive or shared control but does not have ownership:
Not Applicable.
5. The purpose of the eligible institutional investor and any joint actors in
acquiring or disposing of ownership of, or control over, the securities, including any
future intention to acquire ownership of, or control over, additional securities of the
reporting issuer:
The Shares referred to above were acquired by WFCI on behalf of GMLP
for investment purposes. WFCI expects to review from time to time the
investment of GMLP in the Issuer and may, depending on the market and
other conditions: (i) acquire additional Shares, options or related
derivatives in the open market, in privately negotiated transactions or
otherwise, and (ii) dispose of all or a portion of the Shares, options or
related derivatives over which it now or hereafter exercises, or may be
deemed to exercise, control or direction.
6. The general nature and the material terms of any agreement, other than
lending arrangements, with respect to securities of the reporting issuer entered into by
the eligible institutional investor, or any joint actor, and the issuer of the securities or
any other entity in connection with the transaction or occurrence resulting in the
change in ownership or control giving rise to the report, including agreements with
respect to the acquisition, holding, disposition or voting of any of the securities:
Dispositional and voting authority over the Shares of the Issuer is held by
WFCI pursuant to an investment advisory agreement between WFCI and
GMLP.
7. The names of any joint actors in connection with the disclosure required by this
report:
GMLP and WFCI may be considered to be joint actors.
3
West Face Long Term Opportunities (USA) Limited Partnership, West
Face Long Term Opportunities Master Fund L.P. and West Face Long
Term Opportunities Limited Partnership (the “Funds”) collectively own
all participating interests in GMLP. WFCI exercises, or is deemed to
exercise, control or direction over the holdings of each of the Funds and
GMLP, as portfolio manager. As a result of these relationships, the Funds
may be considered to be joint actors with GMLP and WFCI in connection
with the securities disclosed herein.
8. If applicable, a description of any change in any material fact set out in a
previous report by the eligible institutional investor under the early warning
requirements or Part 4 of National Instrument 62-103 in respect of the reporting
issuer's securities:
Not applicable.
9. A statement that the eligible institutional investor is eligible to file reports under
Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities:
WFCI is eligible to file reports under Part 4 of NI 62-103 in respect of the
Issuer’s securities. WFCI is an “investment manager” as defined in NI 62-
103, by virtue of (a) being registered as an adviser with the Ontario
Securities Commission in the category of investment counsel and portfolio
manager to provide investment counseling, portfolio management or
similar advisory services, and (b) providing such advisory services for
valuable consideration under contractual arrangements.
The filing of this report is not an admission that any entity named herein owns or controls
any of the Issuer’s securities or is a joint actor with another named entity.
DATED at Toronto, Ontario this 10th day of January, 2012.
WEST FACE CAPITAL INC.
By: “Alexander A. Singh”
Name: Alexander A. Singh
Title: Counsel & Secretary
Tel: (647) 724-8917