Fairborne Energy Trust and Fairborne Energy Ltd. Complete Conversion to Exploration & Production Company

On December 19, 2007, Fairborne Energy Trust (“the Trust”), an oil and gas trust operating in Western Canada and Fairborne Energy Ltd. (“Fairborne Energy”) completed a plan of arrangement pursuant to which the Trust was converted into a growth-oriented exploration and production company that continued under the name of Fairborne Energy Ltd., with an enterprise value of approximately $650 million, and which issued, on a private placement basis, approximately 13.4 million common shares to Denham Commodity Partners Fund IV LP (“Denham”), a US based private equity fund, at a subscription price of $7.45 per share, for aggregate proceeds of approximately $100 million. The Trust was the first oil and gas exploration and production trust to reconvert to a corporation from the trust structure.

The Trust and Fairborne Energy were represented by Burnet, Duckworth & Palmer LLP with a team that included Steve Cohen, Mike Sandrelli and Ted Brown (securities), Dan McDonald (litigation), Gina Ross (employment), David Ross (tax), Jody Wivcharuk (competition) and Trish Fehr (banking).

Denham was represented by Blake, Cassels & Graydon LLP with a team that included Dan Fournier, Dan McLeod, Brock Gibson, Scott Cochlan, Evan Johnston, Adrian Harvey and Chris Hewat (corporate and securities), Doug Richardson, Ed Gill and Carrie Aiken (tax), Craig Spurn, Sabeen Sheikh, Jana Kooperberg, Chastine Taerum and Michelle Spence (oil and gas) and Brian Thiessen and Jessica Bullock (labour and employment).

Fairborne Energy and Fairborne Pivotol Production Partnership were represented with respect to a syndicated credit facility with the Royal Bank of Canada, National Bank of Canada, the Bank of Nova Scotia and Alberta Treasury Branches by McCarthy Tétrault LLP with a team that included Rob Depoe and Dan Sears.

The banking syndicate was represented by Borden Ladner Gervais LLP with a team that included Bill Guinan and George Kelly.