ALTERNATIVE MONTHLY REPORT
NATIONAL INSTRUMENT 62-103 THE EARLY WARNING SYSTEM AND
RELATED TAKE-OVER BID AND INSIDER REPORTING ISSUES ("NI 62-103")
RE: ZODIAC EXPLORATION INC. (the “Issuer”)
1.
The name and address of the eligible institutional investor:
Name:
JENNISON ASSOCIATES LLC (“Jennison”)
Address:
466 Lexington Avenue
New York, NY 10017
Tel: (212) 421-1000
Jennison is an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“Prudential”). This report includes disclosure regarding securities owned or controlled by Jennison. Securities of the Issuer owned or
controlled by other subsidiaries or investment funds of Prudential, if any, have not been disclosed in reliance on section 5.1 and 5.2 of NI 62-103.
2.
The net increase or decrease in the number or principal amount of securities,and in the eligible institutional investor's securityholding percentage in the class ofsecurities, since the last report filed by the eligible institutional investor under Part4 of National Instrument 62-103 or the early warning requirements:
Jennison is an “investment manager” as defined in NI 62-103. Jennison is the investment manager for the Prudential Jennison Natural Resources Fund, Inc. and the Natural Resources Portfolio, a series of The Prudential Series Fund (collectively, the “Funds”) and exercises control or direction over the voting of securities held by the Funds.
On May 31, 2011, the number of securities of the Issuer under the control or direction of Jennison decreased by 31 million common shares through sales over the TSX Venture Exchange at $1.12 per share, resulting in a decrease in Jennison's securityholding percentage of 9.2% from the percentage disclosed in the previous report (based on total outstanding common shares of 326,316,129 as disclosed by the Issuer).
3.
The designation and number or principal amount of securities and theeligible institutional investor's securityholding percentage in the class of securities atthe end of the month for which the report is made:
As at May 31, 2011, Jennison exercises control or direction over the voting of, on behalf of the Funds, over: (i) 14,390,800 common shares of the Issuer, and (ii) warrants that are exercisable for an additional 31,175,000 common shares of the Issuer.
2
As at May 31, 2011, Jennison has a securityholding percentage of common shares of approximately 12.75% (assuming the exercise of the warrants controlled by Jennison but not any other outstanding convertible securities of the Issuer and based on total outstanding common shares of 326,316,129 as disclosed by the Issuer).
4.
The designation and number or principal amount of securities and thepercentage of outstanding securities of the class of securities referred to inparagraph 3 over which:
(i)
the eligible institutional investor, either alone or together with any jointactors, has ownership and control:
Jennison exercises, or is deemed to exercise, control or direction over the securities referred to in paragraph 3 above in its capacity as investment manager of the Funds. The Funds, which may be considered to be joint actors of Jennison, have beneficial ownership of the securities referred to in paragraph 3 above. The Funds are not joint actors of each other.
(ii)
the eligible institutional investor, either alone or together with any jointactors, has ownership but control is held by other persons or companies other thanthe eligible institutional investor or any joint actor:
Not Applicable.
(iii) the eligible institutional investor, either alone or together with any jointactors, has exclusive or shared control but does not have ownership:
Not Applicable.
5.
The purpose of the eligible institutional investor and any joint actors inacquiring or disposing of ownership of, or control over, the securities, including anyfuture intention to acquire ownership of, or control over, additional securities of thereporting issuer:
The securities of the Issuer referred to above were acquired by Jennison and the Funds for investment purposes. Each of Jennison and the Funds expects to review from time to time its investment in the Issuer and may, depending on the market and other conditions: (i) acquire securities or related financial instruments of the Issuer in the open market, in privately negotiated transactions or otherwise, and/or (ii) dispose of all or a portion of the securities or related financial instruments of the Issuer over which it now or hereafter exercises, or may be deemed to exercise, control or direction, or owns.
6.
The general nature and the material terms of any agreement, other thanlending arrangements, with respect to securities of the reporting issuer entered into by thethe eligibleeligible institutionalinstitutional investor,investor, oror anyany jointjoint actor,actor, andand thethe issuerissuer ofof thethesecurities or any other entity in connection with the transaction or occurrenceresulting inin thethe changechange inin ownershipownership oror controlcontrol givinggiving riserise toto thethe report,report, includingincludingagreements withwith respectrespect toto thethe acquisition,acquisition, holding,holding, dispositiondisposition oror votingvoting ofof anyany ofofthe securities:
3
Dispositional and voting authority over the securities of the Issuer is held by Jennison pursuant to investment sub-advisory agreements between Jennison and the advisor to the Funds, Prudential Investments LLC.
7.
The names of any joint actors in connection with the disclosure required bythis report:
Jennison and the Funds may be considered to be joint actors in connection with the securities disclosed herein. The Funds are not joint actors of each other.
8.
If applicable, a description of any change in any material fact set out in aprevious report by the eligible institutional investor under the early warningrequirements or Part 4 of National Instrument 62-103 in respect of the reportingissuer's securities:
On June 3, 2011 Jennison, on behalf of the Funds, exercised the warrants disclosed in paragraph 3 to acquire 31,175,000 additional common shares of the Issuer at an effective exercise price of $1.034 per share.
9.
A statement that the eligible institutional investor is eligible to file reportsunder Part 4 of National Instrument 62-103 in respect of the reporting issuer'ssecurities:
Jennison is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer’s securities.
The filing of this document is not an admission that any entity named herein owns or controls any described securities or is a joint actor with another named entity.
DATED this
th day of June, 2011.
JENNISON ASSOCIATES LLC
By:
"Mirry Hwang"
Name: Mirry Hwang
Title:
Senior Vice President and Chief
Legal Officer
Tel:
(212) 421-1000
