Whitecap Resources Inc. (TSX:WCP) entered into a business combination agreement to acquire TORC Oil & Gas Ltd. (TSX:TOG) from Canada Pension Plan Investment Board and others for approximately CAD 560 million on December 8, 2020. Under the terms of agreement, Whitecap Resources will issue 0.57 common share for each TORC Oil & Gas share and will assume TORC's net debt. Whitecap Resources will acquire 222.63 million of shares and 5.96 million of share awards. The agreement provides for non-solicitation covenants on behalf of TORC which are subject to the fiduciary duty obligations of the TORC Board and provides Whitecap with the right to match any superior proposal received by TORC. The agreement also provides for mutual non-completion fees of CAD 20 million in the event the business combination is not completed or is terminated by either party in certain circumstances. The combined entity will be stewarded by the existing Whitecap executive team and will continue to advance a total return model combining modest production growth with meaningful cash dividends. The combined business will continue to be led by the Whitecap executive team and Board of Directors. Pursuant to the agreement and subject to receipt of approval by the shareholders of Whitecap of the resolution to amend the articles of Whitecap (the "Article Amendment Resolution") at the Whitecap meeting, Whitecap has agreed to appoint a designated director from TORC to its Board of Directors on closing.

Following completion of the transaction, the current executive team of Whitecap will continue to manage the combined business, including Grant Fagerheim as President and Chief Executive Officer, Joel Armstrong as Vice President, Production and Operations, Andrew Bullock as Vice President, Exploration and Geosciences, Darin Dunlop as Vice President, Engineering, Thanh Kang as Chief Financial Officer, Gary Lebsack as Vice President, Land, David Mombourquette as Vice President, Business Development and IT and Jeff Zdunich as Vice President, Finance and Controller. Also, a designated director agreed to by Whitecap and TORC, will be added to the Whitecap Board which currently consists of Grant Fagerheim, Heather Culbert, Gregory Fletcher, Daryl Gilbert, Glenn McNamara, Stephen Nikiforuk, Kenneth Stickland, Brad Wall and Grant Zawalsky. The transaction is subject to necessary regulatory and shareholder approvals, third party approval, the approval of the TSX, the approval of the shareholders of Whitecap and TORC, the approval of the Court of Queen's Bench of Alberta and approval under the Competition Act. The business combination requires approval by at least 66.67% of the votes cast by TORC shareholders present in person or represented by proxy at a special meeting of TORC Shareholders to be called to consider the business combination and a majority of the votes cast by TORC Shareholders after excluding the votes cast by those persons whose votes may not be included under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions. The issuance of the Whitecap shares pursuant to the business combination requires approval by at least 50% of the votes cast by Whitecap shareholders represented in person or by proxy at a special meeting of Whitecap shareholders to be called to consider the Issuance Resolution, as required by the rules of the TSX. In addition, Whitecap Shareholders will be asked to consider the Article Amendment Resolution to increase its maximum number of directors so that Whitecap can appoint a designated director from the TORC Board of Directors to the Whitecap Board of Directors on closing. The transaction also requires that TSX shall have conditionally approved the listing of the Whitecap shares to be issued to TORC shareholders.

All of the directors and executive officers of TORC, holding approximately 4.27% of the currently issued and outstanding TORC shares, and Canada Pension Plan Investment Board has entered into a Support Agreement whereby it will vote in favor of the transaction under the terms of the agreement. The transaction has been unanimously approved by the Boards of Directors of both Whitecap and TORC. The consideration to be paid by Whitecap pursuant to the agreement is fair, from a financial point of view, to Whitecap and has unanimously recommended that the Whitecap shareholders vote in favor of the resolution approving the issuance of the Whitecap shares pursuant to the agreement at the Whitecap meeting. The TORC Board of Directors has unanimously determined that the business combination and the execution of the agreement is in the best interests of TORC, that the business combination is fair to TORC Shareholders and has unanimously recommended that the TORC Shareholders vote in favor of the resolution approving the business combination at meeting. TORC shareholder's meeting is scheduled on February 18, 2021. As on February 18, 2021, the transaction has been approved by shareholders of Whitecap and TORC. Also, on February 18, 2021, the Court of Queen's Bench of Alberta issued a final order approving the acquisition. The Parties received Competition Act Approval on December 30, 2020. The transaction is expected to close on or before February 25, 2021. As of January 13, 2021, the transaction is expected to close on or about February 24, 2021.

National Bank Financial Inc acted as financial advisor and fairness opinion provider to Whitecap Board. RBC Capital Markets acted as financial advisor and fairness opinion provider to the Board of Directors of TORC. Burnet, Duckworth & Palmer LLP acted as legal advisor to Whitecap. James Pasieka, Brian Bidyk and Gordon Cameron, Kimberly Brown, Dominic Thérien, and Sean Smyth of McCarthy Tétrault LLP acted as legal advisors to TORC. Computershare Trust Company acted as transfer agent for TORC. Odyssey Trust Company acted as transfer agent for Whitecap Resources.