Second Agreement to Purchase Oil and Gas RoyaltiesMaple Leaf Enters Agreement to Purchase Oil and Gas Royalties V.MPL | January 22, 2015 CALGARY, ALBERTA--(Marketwired - Jan. 22, 2015) - Maple Leaf Royalties Corp. (TSX VENTURE:MPL) ("Maple Leaf") is pleased to announce that it has entered into a definitive purchase agreement with Maple Leaf 2012 Energy Income Limited Partnership ("Vendor") pursuant to which it has agreed to acquire royalty interests in nine oil and gas wells located in Alberta (the "Royalties") in consideration of the issuance and delivery to Vendor of 23,000,000 common shares (the "Purchase Price Shares") of Maple Leaf. Based on the trading price of $0.39 per share, total deemed consideration is $8.97 million. The transaction is expected to close on or about February 4, 2015 with an effective date of January 1, 2015. Closing is subject to the satisfaction of conditions customary for transactions of this nature and the receipt of all required regulatory approvals, including the acceptance of the TSX Venture Exchange. Asset Details The following tables summarize the evaluation by Sproule Associates Limited of the petroleum and natural gas reserves of the Royalties. The net present values of the reserves are presented on a before income tax basis and are based on annual projections of net revenue, which were discounted at various rates. Calculated net present values are not necessarily representative of fair market value. The pricing assumptions that formed the basis for the revenue projections were based on Sproule's December 31, 2014 commodity price forecast. The reserve estimates were made in accordance with NI 51-101 and COGE Handbook reserve definitions. SUMMARY OF RESERVES AS OF DECEMBER 31, 2014 (Forecast Prices) Oil Solution Gas Non-Assoc, Assoc Gas Natural Gas Liquids Total RESERVES CATEGORY Gross(1) (Mbbl) Net(2) (Mbbl) Gross(1) (MMcf) Net(2) (MMcf) Gross(1) (MMcf) Net(2) (MMcf) Gross(1) (Mbbl) Net(2) (Mbbl) Gross(1) (Mboe) Net(2) (Mboe) PROVED Developed Producing 0 41.5 0 170 0 945 0 47.3 0 274.6 Probable Developed Producing 0 13.8 0 192 0 215 0 16.3 0 97.8 TOTAL PROVED + PROBABLE PRODUCING 0 55.3 0 361 0 1160 0 63.6 0 372.4 Notes: (1)"Gross Reserves" are Vendor's working interest share of remaining reserves before the deduction of royalties owned by others. (2)"Net Reserves" are Vendor's royalty interest reserves. SUMMARY OF NET PRESENT VALUE OF FUTURE REVENUE BEFORE INCOME TAXES AS OF DECEMBER 31, 2014 (Forecast Prices) Before Income Taxes - Discounted at (%/yr) RESERVES CATEGORY 0% (M$) 5% (M$) 10% (M$) 15% (M$) 20% (M$) PROVED Developed Producing 12,182 9,482 7,856 6,767 5,983 Probable Developed Producing 4,984 2,864 1,903 1,377 1,055 TOTAL PROVED + PROBABLE PRODUCING 17,166 12,346 9,759 8,144 7,038 Of the nine wells, three are located in the Brazeau area, three are located in the Ferrier area, and two are located in the Bigstone area. Producing zones include the Cardium, Belly River, and Montney, with royalty interests ranging from 6% to 17% in each of the wells. Estimated net production from the assets for the month of December 2014 was approximately 180 boe per day, consisting of about 20 bbl per day oil/condensate, 30 bbl per day natural gas liquids, and 780 Mcf per day. Estimated field cash flow for the same month is about $130,000. The Transaction The transaction is a Non Arm's Length Transaction under Policy 5.3 of the TSX Venture Exchange as Hugh Cartwright and Shane Doyle, directors of Maple Leaf, are also directors and officers of Vendor, and John Dickson, the Chief Financial Officer of Maple Leaf, is also the Chief Financial Officer and Secretary of Vendor. As partial consideration for their services as service providers to Vendor, 5% of the Purchase Price Shares will be paid by Vendor to CADO Bancorp Ltd., a corporation owned and controlled by Hugh Cartwright and Shane Doyle. Daniel Gundersen, Chief Executive Officer and a director of Maple Leaf, and Adam Thomas, President and a director of Maple Leaf, currently provide consulting services to Vendor. These arrangements will terminate upon closing of this transaction. The Board of Directors of Maple Leaf formed an independent committee to review and approve the transaction on its behalf. The Purchase Price Shares will be subject to a four month restricted period under National Instrument 45-102. The Purchase Price Shares will also be subject to a contractual restricted resale period, with one-third being released from such restriction on each of the four, eight and 12 month anniversaries of the closing date of the transaction. No insiders of Maple Leaf are expected to be created as a result of the transaction. "This second acquisition further expands our royalty portfolio in west central Alberta," commented Maple Leaf CEO Dan Gundersen. "It is also a significant move towards critical mass which should allow us to implement a dividend as planned in 2015." Read more at https://www.stockhouse.com/news/press-releases/2015/01/22/maple-leaf-enters-agreement-to-purchase-oil-and-gas-royalties#ydAZPhIB4STvoTm1.99