Marquee Energy Ltd. (TSXV:MQL) entered into an agreement to acquire substantially all of the Western Canadian assets of Sonde Resources Corp. (TSX:SOQ) for CAD 34.5 million on November 4, 2013. Pursuant to the transaction, Sonde Resources will, subject to the election below, receive CAD 0.72 of a Marquee Energy common share for each common share outstanding of Sonde Resources, or in aggregate, approximately 44.86 million Marquee Shares. Alternatively, Sonde Resources has an option until November 20, 2013 to elect to receive 0.34 of a Marquee Share for each share of Sonde Resources outstanding, or in aggregate approximately 21.18 million Marquee Shares, and CAD 15 million in cash. Each of Marquee Energy and Sonde Resources have agreed to pay a non-completion fee of CAD 2 million to the other in certain circumstances as set forth in the arrangement agreement, including upon any acceptance of a superior proposal.

Marquee Energy shareholders will own approximately 55% of the pro forma shares outstanding of the combined entity following the transaction, or if the cash election is made by Sonde Resources, Marquee Energy shareholders will own approximately 72% of the pro forma shares outstanding. Post acquisition, Sonde Resources Corp will continue to be led by current management of Marquee. The new Board of Directors of Marquee would be comprised of Richard Alexander, Glenn Carley, Dennis Feuchuk and Richard Thompson from Marquee and James Riddell, William Roach and Greg Turnbull from Sonde Resources. Upon completing the transaction, Sonde Resources will continue as a publicly-traded entity under the ticker “SOQ”, with a business focused on the development of the Zarat field and exploration of the Joint Oil Block in North Africa.

The transaction is subject to the approval of the Alberta Court of Queen's Bench under the Business Corporations Act (Alberta), the receipt of all necessary regulatory and stock exchange approvals, the requisite approval of the shareholders of Sonde, third party approvals, listing of new shares on the stock exchange, execution of support agreements by Sonde Resources, holders of not greater than 5% of the outstanding Sonde Shares shall have exercised rights of dissent and satisfaction of certain other customary closing conditions. The transaction was unanimously approved by the Board of Directors of Sonde Resources and Marquee. The transaction is expected to close in December, 2013. As of November 20, 2013, Sonde Resources has elected for the option to receive 0.34 of a Marquee Share for each share of Sonde Resources outstanding, or in aggregate approximately 21.18 million Marquee Shares, and CAD 15 million in cash.

National Bank Financial, Inc., Peters & Co., Ltd. and Acumen Capital Partners acted as financial advisors to Marquee Energy Ltd. FirstEnergy Capital Corp. acted as the financial advisor for Sonde Resources Corp. Brent W. Kraus of Bennett Jones LLP acted as legal advisor to Sonde Resources Corp and Crae Garrett of Norton Rose Fulbright Canada LLP acted as legal advisor to Marquee.