$200,000,000 LONE PINE RESOURCES CANADA LTD. 10.375% SENIOR NOTES DUE 2017 PURCHASE AGREEMENT

Exhibit 1.1

EXECUTION VERSION

$200,000,000

LONE PINE RESOURCES CANADA LTD.

10.375% SENIOR NOTES DUE 2017

PURCHASE AGREEMENT

February 9, 2012

CREDIT SUISSE SECURITIES (USA) LLC

as Representative of the Several Purchasers,

Eleven Madison Avenue,

New York, N.Y. 10010-3629

Dear Sirs:

1.  Introductory. Lone Pine Resources Canada Ltd., an Alberta corporation (the “Company”) and a wholly-owned subsidiary of Lone Pine Resources Inc., a Delaware corporation (the “Parent Guarantor”), agrees with Credit Suisse Securities (USA) LLC (“Credit Suisse” or the “Representative”), on behalf of the several initial purchasers named in Schedule I hereto (together, the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S.$200 million principal amount of its 10.375% Senior Notes due 2017 (“Offered Securities”) to be issued under an indenture, to be dated as of February 14, 2012 (the “Indenture”), among the Company, the Parent Guarantor, the other  guarantors party thereto and U.S. Bank National Association, as Trustee. The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest by the Parent Guarantor and the guarantors listed on Schedule II hereto (together, the “Guarantors”; such guarantees, the “Guarantees”).

The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date, among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors agree to file one or more registration statements with the Commission providing for the registration under the Securities Act of the Offered Securities and the related Guarantees or the Exchange Securities referred to (and as defined) in the Registration Rights Agreement.

For purposes of this Agreement:

“Applicable Time” means 3:30 pm (New York City time) on February 9, 2012.

“Canadian Private Placement Jurisdictions” means the Provinces of Ontario, Quebec, British Columbia, Manitoba and Alberta.

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“Canadian Securities Laws” means the applicable Canadian provincial securities legislation and any rules, regulations and blanket orders or rulings made thereunder applicable in the Canadian Private Placement Jurisdictions, together with any related policy statements and written interpretation notices issued by the applicable securities regulatory authority in each such jurisdiction.

“Closing Date” has the meaning set forth in Section 3 hereof.

“Commission” means the Securities and Exchange Commission.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Final Offering Circular” means the final offering circular relating to the Offered Securities to be offered by the Purchasers that discloses the offering price and other final terms of the Offered Securities and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement), along with a Canadian wrapper to be attached to such Final Offering Circular for delivery only to potential purchasers resident in the Canadian Private Placement Jurisdictions.

“General Disclosure Package” means the Preliminary Offering Circular together with the Issuer Free Written Communications specified in Schedule III hereto.

“Issuer Written Communication” means a Written Communication prepared by or on behalf of the Company with the prior consent of the Company, used or referred to by the Company or containing a description of the final terms of the Offered Securities.

“Preliminary Offering Circular” means the preliminary offering circular, dated February 6, 2012, relating to the Offered Securities to be offered by the Purchasers, along with a Canadian wrapper attached to such Preliminary Offering Circular for delivery only to potential purchasers resident in the Canadian Private Placement Jurisdictions.

“Rules and Regulations” means the rules and regulations of the Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange  (“Exchange Rules”).

“Supplemental Marketing Material” means the electronic Bloomberg roadshow slides and the accompanying audio recording relating to the Offered Securities.

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“Written Communication” means a written communication that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities and is made by means other than the Preliminary Offering Circular or the Final Offering Circular.

References herein to the Preliminary Offering Circular, the General Disclosure Package and the Final Offering Circular shall be deemed to refer to and include any document incorporated by reference therein. References herein to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Circular or the Final Offering Circular shall be deemed to refer to and include any documents filed after such date and incorporated by reference therein.  Unless otherwise specified, a reference to a “Rule” is to the indicated rule under the Securities Act.

2.  Representations and Warranties of the Company and each Guarantor.  Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, the several Purchasers that:

(a)  Offering Circulars.  The Company has prepared a Preliminary Offering Circular and will prepare a Final Offering Circular.

(b)  Disclosure.  As of the date of this Agreement, the Preliminary Offering Circular does not, and as of the Closing Date, the Final Offering Circular will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the Applicable Time, and as of the Closing Date, neither (i) the General Disclosure Package nor (ii) any individual Supplemental Marketing Material, when considered together with the General Disclosure Package, included, or will include, any untrue statement of a material fact or omitted, or will omit, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding two sentences do not apply to statements in or omissions from the Preliminary Offering Circular, the Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material based upon written information furnished to the Company by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. The documents incorporated by reference in the General Disclosure Package and the Final Offering Circular, when filed with the Commission, conformed or will conform, as the case may be, in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and did not and will not contain, as the case may be, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c)  Good Standing of the Company and the Guarantors.  Each of the Company and the Guarantors has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with power and authority (corporate or other) to own its properties and conduct its business in a

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manner consistent with any description thereof in the General Disclosure Package; and each of the Company and the Guarantors is duly qualified to do business as a foreign corporation or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), business, properties, stockholders’ equity, or results of operations of the Parent Guarantor and its Subsidiaries taken as a whole (“Material Adverse Effect”).  The term “Subsidiary” means each entity of which a majority of the voting equity securities or other ownership interests will be owned, directly or indirectly, by the Parent Guarantor as of the Closing Date.

(d)  Corporate Structure.  The only Subsidiaries, direct or indirect, of the Parent Guarantor are the Issuer and the other Guarantors.

(e)  Indenture.  Each of the Company and the Guarantors has full right, power and authority to execute and deliver the Indenture (including, as appropriate, the Guarantee therein).  The Indenture has been duly authorized by the Company and each of the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, on the Closing Date, the Indenture will be duly executed and delivered by the Company and the Guarantors and will constitute a valid and legally binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, subject to bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the Rules and Regulations applicable to an indenture that is qualified thereunder.

(f) The Offered Securities and the Guarantees. The Company has full right, power and authority to execute and deliver the Offered Securities. The Offered Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; the Guarantees have been duly authorized by each of the Guarantors and, when the Offered Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, the Guarantees will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(g)  Authorization under the Business Corporations Act (Alberta).  The issuance of the Offered Securities under the Indenture and in accordance with this Agreement complies with the provisions of the Business Corporations Act (Alberta); and no

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registration, filing or recording of the Indenture under the laws of the Province of Alberta or the federal laws of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Offered Securities issued thereunder; provided that the Company shall have obtained from the Alberta Securities Commission, prior to the filing of any registration statement in respect of any Offered Securities or Exchange Securities, a determination under subsection 3(3) of the Business Corporations Act (Alberta) that such Offered Securities or Exchange Securities, as the case may be, are not part of a distribution to the public for purposes of such statute (the “ABCA Determination”).

(h)  Registration Rights Agreement.  Each of the Company and the Guarantors has full right, power and authority to execute and deliver the Registration Rights Agreement. The Registration Rights Agreement has been duly authorized by the Company and the Guarantors; and, assuming due authorization, execution and delivery thereof by the Purchasers, on the Closing Date the Registration Rights Agreement will be duly executed and delivered and will be the valid and legally binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, subject to the Enforceability Exceptions and except as rights to indemnity and contribution thereunder may be limited by applicable law and public policy.

(i)  Exchange Securities.  The Company has full right, power and authority to execute and deliver the Exchange Securities. On the Closing Date, the Exchange Securities (including the related Exchange Guarantees thereof by the Guarantors) will have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, the Exchange Securities will be duly and validly issued and outstanding, will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company and the Guarantors in accordance with their terms, subject to the Enforceability Exceptions.

(j)            Purchase Agreement.  Each of the Company and the Guarantors has full right, power and authority to execute and deliver this Agreement, and this Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantors.

(k)  No Registration Rights.  There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act or a prospectus under the Canadian Securities Laws with respect to any securities of the Company or such Guarantor or to require the Company or such Guarantor to include such securities with the Exchange Securities and Guarantees registered pursuant to any Registration Statement.

(l)            No Consents Required.  Assuming the accuracy of the Purchasers’ representations and warranties in Section 4 of this Agreement, no consent, approval,

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authorization, order, registration, or qualification of or with any court, arbitrator, or governmental or regulatory authority is required for the execution, delivery, and performance by each of the Company and the Guarantors of this Agreement, the issuance and sale of the Offered Securities and compliance by each of the Company and the Guarantors with the terms hereof and the consummation of the transactions contemplated hereby, except for the ABCA Determination and such consents, approvals, authorizations, orders and registrations and qualifications as may be required (i) under applicable state securities laws in connection with the purchase and resale of the Securities by the Purchasers and (ii) with respect to the Exchange Securities and the related Guarantees under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

(m)          Title to Real and Personal Property.  Although it does not warrant title, the Parent Guarantor does not have reason to believe that the Parent Guarantor or its Subsidiaries, as the case may be, do not have title to, or the right to produce and sell, its petroleum, natural gas and related hydrocarbons (for the purpose of this subsection, the foregoing are, collectively, referred to as the “Interest”) and represents and warrants that the Interest is free and clear of adverse claims created by, through or under the Parent Guarantor or its Subsidiaries, as the case may be, except as disclosed in the Preliminary Offering Circular and the Final Offering Circular or those arising in the ordinary course of business including, without limitation, industry standard permitted encumbrances, and that to its knowledge, each of the Parent Guarantor or its Subsidiaries, as the case may be, holds the Interest under valid and subsisting leases, licenses, permits, concessions, concession agreements, contracts, subleases, reservations or other agreements, except where the failure to so hold its Interest would not have a Material Adverse Effect.

(n)           No Violation or Default.  Neither the Parent Guarantor nor any of its Subsidiaries is (i) in violation of its respective charter or bylaws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Parent Guarantor or any of its Subsidiaries is a party or by which the Parent Guarantor or any of its Subsidiaries is bound or to which any of the property or assets of the Parent Guarantor or any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule, or regulation of any court, arbitrator, or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(o)           No Conflicts.  The execution, delivery, and performance by the Company and each Guarantor of this Agreement, the issuance and sale of the Offered Securities and compliance by the Company with the terms thereof and the consummation by each of the Company and the Guarantors of the transactions contemplated by this Agreement will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Parent Guarantor or any of its

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Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Parent Guarantor or any of its Subsidiaries is a party or by which the Parent Guarantor or any of its Subsidiaries is bound or to which any of the property or assets of the Parent Guarantor or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Parent Guarantor or any of its Subsidiaries, or (iii) subject to obtaining the ABCA Determination as contemplated in Section 2(g), result in the violation of any law or statute or any judgment, order, rule, or regulation of any court, arbitrator, or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

(p)           Licenses and Permits.  The Parent Guarantor and its Subsidiaries possess all licenses, certificates, permits, approvals and other authorizations required by, and have made all required declarations and filings with, the appropriate federal, provincial, territorial, state, local, or foreign governmental or regulatory authorities that are necessary for the ownership, operation or lease of their respective properties or the conduct of their respective businesses as described in the General Disclosure Package and the Final Offering Circular, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect, and except as described in the General Disclosure Package and the Final Offering Circular, neither the Parent Guarantor nor any of its Subsidiaries have received notice of any revocation or modification of any such license, certificate, permit, approval or other authorization, or received notice that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with any license, certificate, permit, approval of other authorizations, that if determined adversely to the Parent Guarantor or any of its Subsidiaries, would, individually or in the aggregate, have a Material Adverse Effect.

(q)           No Labor Disputes and Compliance with Employment Laws.  No labor disturbance by or dispute with employees of the Parent Guarantor or any of its Subsidiaries exists or, to the best knowledge of the Parent Guarantor, is contemplated or threatened that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.  No union has been accredited or otherwise designated to represent any employees of the Parent Guarantor or any of its Subsidiaries and, to the knowledge of the Parent Guarantor, no accreditation request or other representation question is pending with respect to the employees of the Parent Guarantor or any of its Subsidiaries and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Parent Guarantor or any of its Subsidiaries, and none is currently being negotiated by the Parent Guarantor or any of its Subsidiaries.   Each of the Parent Guarantor and its Subsidiaries is in compliance with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, except for any failure to comply that would not, individually or in the aggregate, have a Material Adverse Effect.

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(r)            Title to Intellectual Property.  The Parent Guarantor and its Subsidiaries  own, possess or can acquire on reasonable terms adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) necessary for the conduct of their respective businesses; and the Parent Guarantor or its Subsidiaries have not received any notice of any claim of infringement of or conflict with any rights of others that, if determined adversely to the Parent Guarantor or any of its Subsidiaries would, individually or in the aggregate, have a Material Adverse Effect.

(s)            Compliance With Environmental Laws.  Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Parent Guarantor nor any of its Subsidiaries: (i) has violated or is in violation of any statute, law (including, without limitation, common law), rule, regulation, decision, or order of any governmental authority or any court, domestic or foreign, relating to protection of the environment or of human health and safety, including, without limitation, with respect to the use, disposal, or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii)  owns, leases or operates any real property that contains as of the Closing Date any hazardous or toxic substance or waste, pollutant or contaminant in amounts or under conditions that could reasonably be expected to result in liability under any Environmental Laws; (iii) is liable for any onsite or offsite release or disposal of any hazardous or toxic substances or wastes, pollutants or contaminants pursuant to any Environmental Laws, or (iv) is subject to any pending or, to Parent Guarantor’s knowledge, threatened Legal Proceedings relating to any Environmental Laws, and to the Parent Guarantor’s knowledge, there is no pending or threatened investigation which could reasonably be expected to result in such a Legal Proceeding.

(t)            No Stabilization.  Neither the Company nor any of its affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered Securities.

(u)           Statistical and Market Data.  Nothing has come to the attention of the Company or the Guarantors that has caused the Company or the Guarantors to believe that the statistical and market-related data included or incorporated by reference in each of the General Disclosure Package and the Final Offering Circular is not based on or derived from sources that are reliable and accurate in all material respects.

(v)           Disclosure Controls.  The Parent Guarantor and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Parent Guarantor in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as

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appropriate to allow timely decisions regarding required disclosure.  The Parent Guarantor and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures to the extent required by Rule 13a-15 of the Exchange Act.

(w)          Accounting Controls.  The Parent Guarantor and its subsidiaries maintain a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and (i) pertains to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Parent Guarantor and its Subsidiaries; (ii) provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Parent Guarantor and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Parent Guarantor and its Subsidiaries, as applicable; (iii) provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Parent Guarantor’s or any of its Subsidiary’s assets that could have a material effect on the financial statements; and (iv) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package and the Final Offering Circular is prepared in accordance with the Commission’s rules and guidelines applicable thereto.  The Parent Guarantor has not publicly disclosed or reported to its Audit Committee or its  Board of Directors, and in connection with the Parent Guarantor’s preparation and filing of its Annual Report on Form 10-K for the year ended December 31, 2011, the Parent Guarantor does not reasonably expect to publicly disclose or report to its Audit Committee or its Board of Directors, a significant deficiency, material weakness, change in “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act, “Internal Controls”) or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”).

(x)  Financial Statements.  The financial statements (including the related notes thereto) of the Parent Guarantor and its consolidated subsidiaries included or incorporated by reference in each of the General Disclosure Package and the Final Offering Circular (collectively, the “Financial Statements”) present fairly the consolidated financial position of the Parent Guarantor and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby; the other financial information included or incorporated by reference in the General Disclosure Package has been derived from the accounting records of each of the Parent Guarantor and its consolidated subsidiaries, as applicable, and presents fairly the information shown thereby.  The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Offering Circular fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

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(y)           No Material Adverse Change.  Except as disclosed in the General Disclosure Package, since the end of the period covered by the Financial Statements (i) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business or properties of the Parent Guarantor and its Subsidiaries, taken as a whole; (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company or the Guarantors on any class of their capital stock and (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Parent Guarantor and its Subsidiaries.

(z)           Capitalization.  The Parent Guarantor has an authorized capitalization as set forth in the General Disclosure Package under the heading “Capitalization”; all the outstanding shares of capital stock or other equity interests of the Parent Guarantor have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any preemptive or similar rights; and all the outstanding shares of capital stock or other equity interests of each Subsidiary owned, directly or indirectly, by the Parent Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable (except as otherwise described in the General Disclosure Package) and are owned directly or indirectly by the Parent Guarantor, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (other than those created by or arising under the Credit Agreement dated March 18, 2011, as amended (the “Credit Agreement”), among the Parent Guarantor, Canadian Forest Oil Ltd. (as predecessor to the Company), each of the lenders party thereto and JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent).

(aa)         Legal Proceedings.  Except as described in the General Disclosure Package and the Final Offering Circular, there are no legal, governmental or regulatory investigations, actions, suits, claims or proceedings (collectively “Legal Proceedings”) pending to which the Parent Guarantor or any of its Subsidiaries is or may be a party or to which any property of the Parent Guarantor or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Parent Guarantor or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the best knowledge of the Parent Guarantor and the Company, no such Legal Proceedings are threatened by any governmental or regulatory authority or other third party.

(bb)         Independent Accountants.  Ernst & Young LLP, United States and Ernst & Young LLP, Canada (together, “Ernst & Young LLP”), who have certified certain financial statements of the Parent Guarantor and its consolidated subsidiaries included in the General Disclosure Package, are (i) independent public accountants with respect to each of the Parent Guarantor, the Company and its consolidated subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act; and

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(ii)  independent with respect to the Parent Guarantor within the meaning of the rules of professional conduct applicable to auditors in the Province of Alberta; and there has not been any reportable event (within the meaning of National Instrument 51-102 — Continuous Disclosure Obligations forming part of the Canadian Securities Laws (“NI 51-102”)) with such firm.

(cc)         Information Underlying D&M Report.  The factual information underlying the estimates of the oil and natural gas reserves, which was supplied to DeGolyer and MacNaughton (“D&M”) for the purposes of preparing the reserve reports and estimates of proved reserves disclosed in the General Disclosure Package and the Final Offering Circular, including production and costs of operation, was true and correct in all material respects on the dates such estimates were made, and such information was supplied and was prepared in accordance with customary industry practices; the estimates of such proved reserves and standardized measure as described in the General Disclosure Package and the Final Offering Circular and reflected in the report referenced therein have been prepared in a manner that complies with the applicable requirements of the rules under the Securities Act with respect to such estimates.

(dd)         D&M Report.  The Parent Guarantor has made available to D&M prior to the issuance of the report of D&M dated February 3, 2012 evaluating the crude oil, natural gas, and natural gas liquids reserves of the Parent Guarantor as of December 31, 2011 (the “D&M Evaluation Report”), for the purpose of preparing the D&M Evaluation Report, all information requested by D&M, which information did not contain any material misrepresentation at the time such information was provided.  Except with respect to changes in commodity prices, the Parent Guarantor has no knowledge of a material adverse change in any costs, reserves or other relevant information provided to D&M since the dates that such information was so provided.  The Parent Guarantor believes that the D&M Evaluation Report reasonably presents the quantity and pre-tax present worth values of the proved oil and gas reserves attributable to the crude oil, natural gas, and natural gas liquids properties of the Parent Guarantor evaluated in the D&M Evaluation Report as of December 31, 2011 based upon information available at the time the D&M Evaluation Report was prepared and given the assumptions contained therein and the reserves estimation requirements under the Rules and Regulations, and except with respect to changes in commodity prices, the Parent Guarantor has no knowledge of any material adverse change to such oil, natural gas and natural gas liquids reserves from that disclosed in the D&M Report since the preparation date of the D&M Report.

(ee)         Investment Company Act.  Neither the Parent Guarantor nor any of its Subsidiaries is, and after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Offering Circular none of them will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the Rules and Regulations  thereunder (collectively, “Investment Company Act”).

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(ff)           Taxes.  The Parent Guarantor and its Subsidiaries have paid all federal, provincial, territorial, state, local, and foreign taxes and filed all tax returns required to be paid or filed through the date hereof (taking into account timely filed extensions), and except as otherwise disclosed in the General Disclosure Package and the Final Offering Circular, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Parent Guarantor or any of its Subsidiaries or any of their respective properties or assets, except for any failure to pay, failure to file, or tax deficiency that would not, individually or in the aggregate, have a Material Adverse Effect.

(gg)         Compliance With ERISA. Each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Parent Guarantor or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, except for any failure to comply that would not, individually or in the aggregate, have a Material Adverse Effect.  No prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption and transactions that would not, individually or in the aggregate, have a Material Adverse Effect.  For each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no failure to satisfy the “minimum funding standard” or “minimum required contribution” (as such terms are defined in Section 412 or 430 of the Code or Section 302 of ERISA), whether or not waived, has occurred or is reasonably expected to occur.  The fair market value of the assets of each Plan that is subject to ERISA and is required to be funded under ERISA equals or exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), except for any failure to be so funded that would not, individually or in the aggregate, have a Material Adverse Effect.  No “reportable event”, as defined in Section 4043 of ERISA (other than an event with respect to which the 30-day notice requirement has been waived), has occurred with respect to any Plan.  The Parent Guarantor and any members of the Controlled Group have neither incurred, nor reasonably expect to incur, liability under Title IV of ERISA with respect to the termination of or underfunding of any pension plan.

(hh)         Compliance With Employee Arrangements.  Each benefit and compensation plan, agreement, policy and arrangement (other than any such plan, agreement, policy, or arrangement covered by Section 2(hh)) that is maintained, administered, or contributed to by the Parent Guarantor or any of its Subsidiaries for current or former employees or directors of, or independent contractors with respect to, the Parent Guarantor or any of its Subsidiaries, or with respect to which any of such entities would reasonably be expected to have any current, future or contingent liability or responsibility, has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, except for any failure to comply that would not, individually or in the aggregate, have a Material Adverse Effect.

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(ii)           No Broker’s Fees.  Neither the Parent Guarantor nor any of its Subsidiaries is a party to any contract, agreement, or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Purchaser for a brokerage commission, finder’s fee or other like payment in connection with the offering and sale of the Offered Securities contemplated hereby.

(jj)           Insurance.  The Parent Guarantor and its Subsidiaries have insurance covering their respective properties, operations, personnel, and businesses, which insurance is in such amounts and insures against such losses and risks as are reasonably prudent to protect the Parent Guarantor and its Subsidiaries and their respective businesses; and neither the Parent Guarantor nor any of its Subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(kk)         No Unlawful Payments.  None of the Parent Guarantor, any of its Subsidiaries or, to the knowledge of the Parent Guarantor, any director, officer, agent, employee or other person associated with or acting on behalf of the Parent Guarantor or any of its Subsidiaries has (i) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (ii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the equivalent legislation of any other jurisdiction to which the Company is subject; or (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ll)           Compliance with Money Laundering Laws.  The operations of the Parent Guarantor and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the equivalent money laundering statutes of any other jurisdiction to which the Parent Guarantor is subject, the rules and regulations thereunder, and any related or similar rules, regulations, or guidelines, issued, administered, or enforced by any governmental authority (collectively, the “Money Laundering Laws”), and to the knowledge of the Parent Guarantor no action, suit, or proceeding by or before any court, arbitrator, or governmental authority involving the Parent Guarantor or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened.

(mm)       Compliance with OFAC.  None of the Parent Guarantor, any of its Subsidiaries or, to the knowledge of the Parent Guarantor, any director, officer, agent, employee, or affiliate of the Parent Guarantor or any of its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and neither the Parent Guarantor nor the

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Company will, directly or indirectly, use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(nn)         Margin Rules.  Neither the issuance, sale and delivery of the Offered Securities nor the application of the proceeds thereof by the Company as described in the General Disclosure Package will violate Regulation T, U, or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(oo)         Forward-Looking Statements.  No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained or incorporated by reference in any of the General Disclosure Package or the Final Offering Circular has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Company has a reasonable basis for all information in the Final General Disclosure Package and the Final Offering Circular that would be considered “forward-looking information” as defined in NI 51-102.

(pp)         Sarbanes-Oxley Act.  The Parent Guarantor is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(qq)         Accurate Disclosure.  The statements in the General Disclosure Package and the Final Offering Circular under the headings “Certain Canadian and United States Federal Income Tax Considerations” and “Description of Notes,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.

(rr)           Class of Securities Not Listed.  No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system; and each of the Preliminary Offering Circular and the Final Offering Circular, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144(A)(d)(4) under the Securities Act.

(ss)         No Registration.  Assuming the accuracy of the Purchasers’ representations set forth in Section 4 of this Agreement and their compliance with the agreements contained therein, it is not necessary in connection with the issuance and sale of the Offered Securities to the Purchasers and the offer, resale and delivery of the Offered Securities by the Purchasers in the manner contemplated by this Agreement, the General Disclosure Package and the Final Offering Circular, to register the Offered Securities under the Securities Act,  to qualify an indenture in respect of the Offered

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Securities under the Trust Indenture Act or to qualify, by prospectus or otherwise, the distribution of the Offered Securities to the Purchasers under Canadian Securities Laws.

(tt)           No General Solicitation; No Directed Selling Efforts.  None of the Company, any Guarantor, any of their respective affiliates or any person acting on its or their behalf (other than the Purchasers, any of their respective affiliates, or any person acting on any of their behalf, as to whom none of the Company, the Parent Guarantor or any of its Subsidiaries makes any representation or warranty) (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Securities or any security of the same class or series as the Offered Securities or (ii) has offered or will offer or sell the Offered Securities (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) or (B) with respect to any Offered Securities sold in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S.  The Company, the Guarantors, their respective affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Neither the Company nor any Guarantor has entered or will enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement.

(uu)         No Solicitation in Canada.  None of the Company, the Parent Guarantor, its Subsidiaries or any person acting on its or any of their behalf (other than the Purchasers, any of their respective affiliates, or any person acting on any of their behalf, as to whom neither the Company, the Parent Guarantor, or any of its Subsidiaries makes any representation or warranty) has, directly or indirectly, undertaken any acts in futherance of a trade or made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the distribution of the Offered Securities in any Canadian province or territory to be qualified by a prospectus filed in accordance with the Canadian Securities Laws.

(vv)         No Integration.  Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.

(ww)       Solvency.  On and immediately after the Closing Date, the Company and each Guarantor (after giving effect to the issuance of the Offered Securities and the other transactions related thereto as described in each of the General Disclosure Package and the Final Offering Circular) will be Solvent.  As used in this paragraph, the term “Solvent” means, with respect to a particular date and entity, that on such date (i) the present fair market value (or present fair saleable value) of the assets of such entity is not less than the total amount required to pay the liabilities of such entity on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; (ii) such entity is able to realize upon its assets and pay its debts and other liabilities, contingent

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obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Offered Securities as contemplated by this Agreement, the General Disclosure Package and the Offering Memorandum, such entity is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such entity is engaged; and (v) such entity is not a defendant in any civil action that would result in a judgment that such entity is or would become unable to satisfy.

3.  Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.5% of the principal amount thereof (after giving effect to the original issue discount of the Offered Securities) plus accrued interest from February 14, 2012 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto.

The Company will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and offered and sold by the Purchasers in reliance on Regulation S and the prospectus exemption set out in section 2.3 of National Instrument 45-106 of the Canadian Securities Administrators (“NI 45-106”) (the “Regulation S Securities”) in the form of one or more permanent global Securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by the Purchasers in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in registered form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities and the Regulation S Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular.

Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse at the office of Simpson Thacher & Bartlett LLP in New York City at 10:00 A.M., (New York time), on February 14, 2012, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities and (ii) the Restricted Global Securities representing all of the 144A Securities.  The Regulation S Global

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Securities and the Restricted Global Securities will be made available for checking at the above office of Simpson Thacher & Bartlett LLP at least 24 hours prior to the Closing Date.

4.  Representations by Purchasers; Resale by Purchasers.  (a)   Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an “accredited investor” within the meaning of Regulation D under the Securities Act and as such term is defined in NI 45-106 under the Canadian Securities Laws.

(b)  Each Purchaser severally acknowledges that the Offered Securities (i) have not been registered under the Securities Act and may be offered or sold only to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and to non-U.S. Persons in compliance with Regulation S under the Securities Act in accordance with this Agreement and on the terms contemplated by the General Disclosure Package and the Final Offering Circular and (ii) have not and will not be qualified for public distribution under the securities laws of any jurisdiction in Canada and may not be offered or sold in Canada or in any transaction subject to Canadian securities laws except pursuant to an exemption from the prospectus requirements under Canadian Securities Laws. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities, (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A and, with respect to offers and sales in Canada, pursuant to an exemption from the prospectus requirements under Canadian Securities Laws and otherwise in accordance with all applicable laws; and that none of the Purchaser, its affiliates or any person acting on its or their behalf will offer or otherwise take in any act in furtherance of a trade in Offered Securities in any jurisdiction of Canada that is not a Canadian Selling Jurisdiction.  Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts (within the meaning of Rule 902(c) of Regulation S) with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

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Terms used in this subsection (b) have the meanings given to them by Regulation S.

(c)  Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company and the Guarantors.

(d)  Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States or Canada by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(e)  In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each of the Purchasers severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Offered Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Offered Securities to the public in that Relevant Member State at any time: