Lone Pine Resources (LPRIQ) 10-Q 8 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 04, 2013
Document and Entity Information	'	'
Entity Registrant Name	'Lone Pine Resources Inc.	'
Entity Central Index Key	'0001506932	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Entity Current Reporting Status	'Yes	'
Entity Filer Category	'Accelerated Filer	'
Entity Common Stock, Shares Outstanding	'	86,859,497
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (CAD)	Sep. 30, 2013	Jun. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Dec. 31, 2011
In Thousands, unless otherwise specified
Current assets:	'	'	'	'	'	'
Cash	8,308	5,064	28	175	880	276
Accounts receivable	11,591	'	16,502	'	'	'
Derivative instruments	'	'	4,409	'	'	'
Prepaid expenses and other current assets	6,911	'	4,947	'	'	'
Total current assets	26,810	'	25,886	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Proved, net of accumulated depletion of $1,641,670 and $1,590,015	344,579	'	376,203	'	'	'
Unproved	146,872	'	148,956	'	'	'
Net oil and natural gas properties	491,451	'	525,159	'	'	'
Other property and equipment, net of accumulated depreciation and amortization of $13,379 and $10,658	62,523	'	65,096	'	'	'
Net property and equipment	553,974	'	590,255	'	'	'
Other assets	2,223	'	6,662	'	'	'
TOTAL ASSETS	583,007	'	622,803	'	'	'
Current liabilities:	'	'	'	'	'	'
Bank overdraft	'	'	4,872	'	'	'
Accounts payable and accrued liabilities	'	'	32,468	'	'	'
Accrued interest	'	'	7,742	'	'	'
Current portion of long-term debt - secured	182,477	'	'	'	'	'
Capital lease obligation - secured	1,309	'	1,217	'	'	'
Other current liabilities	983	'	2,564	'	'	'
Total current liabilities not subject to compromise	184,769	'	48,863	'	'	'
Current liabilities subject to compromise (Note 2)	222,588	'	'	'	'	'
Long-term debt	'	'	340,310	'	'	'
Asset retirement obligations	13,982	'	12,839	'	'	'
Capital lease obligation - secured	2,547	'	4,521	'	'	'
Other liabilities	1,222	'	1,308	'	'	'
Total long term liabilities not subject to compromise	17,751	'	358,978	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock, 86,859,497 and 85,192,955 shares issued and outstanding	852	'	835	'	'	'
Capital surplus	986,450	'	984,438	'	'	'
Accumulated deficit	-829,527	'	-770,494	'	'	'
Accumulated other comprehensive income	124	'	183	'	'	'
Total stockholders' equity	157,899	'	214,962	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	583,007	'	622,803	'	'	'

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (CAD)	Sep. 30, 2013	Dec. 31, 2012
In Thousands, except Share data, unless otherwise specified
CONDENSED CONSOLIDATED BALANCE SHEETS	'	'
Proved, accumulated depletion (in Canadian dollars)	1,641,670	1,590,015
Other property and equipment, accumulated depreciation and amortization (in Canadian dollars)	13,379	10,658
Common stock, shares issued	86,859,497	85,192,955
Common stock, shares outstanding	86,859,497	85,192,955

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CAD)	3 Months Ended		9 Months Ended
In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:	'	'	'	'
Oil and natural gas	26,366	38,188	86,254	124,937
Interest and other	6	8	11	18
Total revenues	26,372	38,196	86,265	124,955
Costs, expenses and other:	'	'	'	'
Lease operating expenses	7,732	11,961	24,651	40,570
Production and property taxes	703	831	1,842	2,516
Transportation and processing	3,035	3,510	9,716	11,974
General and administrative	2,486	4,050	14,706	13,996
Depreciation, depletion and amortization	17,228	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	142,879	'	271,749
Interest expense	7,674	8,181	22,716	22,174
Accretion of asset retirement obligations	337	350	861	1,027
Foreign currency exchange (gains) losses	-4,383	-6,996	6,613	-3,023
Losses (gains) on derivative instruments	4,233	7,278	7,634	-10,990
Other, net	232	138	78	190
Reorganization costs	2,082	'	2,082	'
Total costs, expenses and other	41,359	202,418	145,372	438,731
Loss before income taxes	-14,987	-164,222	-59,107	-313,776
Income tax recovery	'	-39,921	-74	-74,932
Net loss	-14,987	-124,301	-59,033	-238,844
Basic and diluted loss per common share (in Canadian dollars per share)	-0.17	-1.46	-0.69	-2.81

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (CAD)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net loss	-14,987	-124,301	-59,033	-238,844
Other comprehensive income (loss):	'	'	'	'
Amortization of accumulated actuarial loss, net of tax	5	4	-59	14
Total other comprehensive income (loss)	5	4	-59	14
Comprehensive loss	-14,982	-124,297	-59,092	-238,830

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CAD)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Operating activities:	'	'	'	'
Net loss	-14,987	-124,301	-59,033	-238,844
Adjustments to reconcile net loss to net cash provided by operating activities:	'	'	'	'
Depreciation, depletion and amortization	17,228	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	142,879	'	271,749
Amortization of deferred costs	660	648	1,921	1,750
Accretion of asset retirement obligations	337	350	861	1,027
Deferred income tax recovery	'	-39,921	-74	-74,932
Unrealized foreign currency exchange (gains) losses	-4,545	-6,963	6,515	-3,031
Unrealized losses (gains) on derivative instruments	-254	15,412	4,409	11,041
Stock-based compensation	231	1,141	3,009	2,861
Other, net	864	327	-2,928	-390
Changes in operating assets and liabilities:	'	'	'	'
Accounts receivable	132	1,587	4,913	11,938
Prepaid expenses and other current assets	187	-423	156	765
Accounts payable and accrued liabilities	-1,544	4,228	-9,838	-17,524
Accrued interest and other liabilities	4,813	-5,307	5,046	2,843
Net cash provided by operating activities	3,122	19,893	9,430	57,801
Capital expenditures for property and equipment:	'	'	'	'
Exploration, development and acquisition costs	-2,877	-30,196	-39,965	-160,451
Other fixed assets	-65	-425	-148	-2,074
Proceeds from divestiture of assets, net	28	8,238	16,208	8,518
Net cash used in investing activities	-2,914	-22,383	-23,905	-154,007
Financing activities:	'	'	'	'
Repayment of long-term debt	'	'	-4,589	'
Net proceeds from issuance of long-term debt	'	'	'	192,052
Debt issuance costs	-189	'	-275	-1,295
Proceeds from bank borrowings	208,477	924,000	1,228,477	2,390,000
Repayments of bank borrowings	-204,000	-916,000	-1,194,000	-2,484,000
Change in bank overdrafts	'	-5,847	-4,872	454
Issuance of common stock	2	'	17	'
Capital lease payments	-1,281	-369	-1,882	-1,107
Other, net	27	1	-121	1
Net cash provided by financing activities	3,036	1,785	22,755	96,105
Net increase(decrease) in cash	3,244	-705	8,280	-101
Cash at beginning of period	5,064	880	28	276
Cash at end of period	8,308	175	8,308	175

CONDENSED_CONSOLIDATED_STATEME3

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (CAD)	Total	Common Stock	Capital Surplus	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
In Thousands, unless otherwise specified
Balances at Dec. 31, 2012	214,962	835	984,438	-770,494	183
Balance (in shares) at Dec. 31, 2012	'	85,193	'	'	'
Increase (Decrease) in Stockholders' Equity	'	'	'	'	'
Issuance of common stock, net of tax	3,466	17	3,449	'	'
Issuance of common stock, net of tax (in shares)	'	1,666	'	'	'
Amortization of stock-based compensation	2,608	'	2,608	'	'
Capital surplus related to vested stock-based compensation	-4,045	'	-4,045	'	'
Comprehensive income (loss):	'	'	'	'	'
Net loss	-59,033	'	'	-59,033	'
Other comprehensive (loss)	-59	'	'	'	-59
Balances at Sep. 30, 2013	157,899	852	986,450	-829,527	124
Balance (in shares) at Sep. 30, 2013	'	86,859	'	'	'

ORGANIZATION_AND_BASIS_OF_PRES

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2013
ORGANIZATION AND BASIS OF PRESENTATION	'
ORGANIZATION AND BASIS OF PRESENTATION	'
	(1)                     ORGANIZATION AND BASIS OF PRESENTATION
	Organization
	Lone Pine Resources Inc., a Delaware corporation (the “Company”), is an independent oil and natural gas exploration, development and production company with operations in Canada. Its reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec, and in the Northwest Territories. The Company conducts operations in one industry segment, liquids and natural gas exploration, development and production, and in one country, Canada. The Company’s operations are primarily carried out by its wholly owned operating subsidiary, Lone Pine Resources Canada Ltd., an Alberta corporation (“LPR Canada”). Unless otherwise indicated or the context otherwise requires, references to “Lone Pine” refer to the Company and its consolidated subsidiaries, including LPR Canada.
	Basis of Presentation
	These condensed consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) and, unless otherwise indicated, all amounts are expressed in Canadian dollars. Certain amounts from prior periods’ condensed consolidated financial statements have been reclassified to conform to the current period’s condensed consolidated financial statement presentation.
	In connection with the commencement of the Creditor Protection Proceedings (as defined below), the Company adopted Accounting Standards Codification (“ASC”) No. 852 — Reorganization (“ASC 852”) during the third quarter of 2013.  ASC 852 requires, among other things, the segregation of reorganization costs directly related to the Creditor Protection Proceedings and related proceedings, other related disclosures such as the use of statement headers (Under Creditor Protection Proceedings as of September 25, 2013 — See Notes 1,2,6 and 13) and the classification of balance sheet obligations, based on available information, as either subject to compromise, secured or if determinable, as under-secured.
	The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q as prescribed by the U.S. Securities and Exchange Commission (“SEC”). The Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Annual Report”) also includes a summary of significant accounting policies and should be read in conjunction with these financial statements. All adjustments that, in the opinion of management, are necessary for a fair statement of the results for the interim periods have been reflected. The results for the three- and nine-month periods ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year or for any other period.

CREDITOR_PROTECTION_PROCEEDING

CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN	9 Months Ended
	Sep. 30, 2013
CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN	'
CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN	'
	(2)                     CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN
	Creditor Protection Proceedings
	On September 25, 2013, the Company commenced proceedings under the Companies’ Creditors Arrangement Act (“CCAA”) in the Court of Queen’s Bench of Alberta (the “CCAA Court”) and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “U.S. Bankruptcy Court”).  The Company, LPR Canada and all other subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings (collectively, the “Creditor Protection Proceedings”).
	The Creditor Protection Proceedings were filed to implement a plan of restructuring in accordance with Support Agreements (the “Support Agreements”), dated September 24, 2013, among the Company, LPR Canada and the Company’s other subsidiaries and certain holders of LPR Canada’s outstanding 10.375% Senior Notes due 2017 (the “Senior Notes”), who in the aggregate hold approximately 75% of the Senior Notes (the “Supporting Noteholders”).  Pursuant to the Support Agreements, the Company has agreed to pursue a restructuring through a plan of compromise and arrangement under the CCAA, which will be subject to creditor and CCAA Court approval, and ancillary proceedings under Chapter 15 of the United States Bankruptcy Code for recognition of the CCAA proceedings.  Subject to the terms and conditions of the Support Agreement, each of the Supporting Noteholders has agreed to support the restructuring plan and vote their claims under the Senior Notes in favor of its approval at any meeting of creditors to be held for that purpose.
	Event of Default, Stay and Operation and Implication of the Creditor Protection Proceedings
	The commencement of the Creditor Protection Proceedings constituted an event of default with respect to the following debt instruments:
	·                  Indenture, dated February 14, 2012, among LPR Canada, as issuer, the other loan parties thereto, as guarantors, and U.S. National Bank Association, as trustee, under which approximately US$207.4 million principal and accrued interest was outstanding on the Senior Notes as of September 25, 2013; and
	·                  Credit Agreement, dated March 18, 2011, among the Company, LPR Canada, JPMorgan Chase Bank, N.A., Toronto Branch as Administrative Agent and the other agents and lenders party thereto, as amended, under which approximately Cdn$180.0 million was outstanding as of September 25, 2013.
	As a result of such event of default, all obligations under such instruments, by the terms thereof, became due and payable.  However, under the CCAA and the United States Bankruptcy Code, initiation of the Creditor Protection Proceedings automatically stays most actions against a debtor, including most actions to collect indebtedness incurred prior to the initial CCAA filing date or to exercise control over property of a debtor.  Accordingly, although commencement of the Creditor Protection Proceedings triggered defaults under these instruments, any efforts to enforce such payment obligations are stayed and the creditors’ rights of enforcement in respect thereof are subject to the applicable provisions of the CCAA and the United States Bankruptcy Code.  Absent an order of the CCAA Court, substantially all pre-filing liabilities are subject to compromise under a plan of compromise and arrangement.  As a result of the Creditor Protection Proceedings, the realization of assets and the satisfaction of liabilities are subject to uncertainty.  For example, the Company may, subject to the terms of the Support Agreements and approval of the CCAA Court, sell or otherwise dispose of assets and liquidate or compromise liabilities for amounts other than those reflected in the consolidated financial statements.  Further, a confirmed plan of compromise and arrangement may materially change the amounts and classifications in the Company’s historical consolidated financial statements.
	In connection with the initial order of the CCAA Court (the “CCAA Initial Order”), the Company received approval from the CCAA Court to pay or otherwise honor certain pre-filing obligations generally designed to stabilize the Company’s operations including payment to certain critical suppliers and joint venture partners.  The Company is paying, and intends to continue paying, claims arising after the initial CCAA filing date in the ordinary course of business.  The Company has retained, pursuant to the Initial CCAA Initial Order, legal and financial professionals to advise the Company on the Creditor Protection Proceedings and certain other professionals to provide services and advice to the Company in the ordinary course of business.  From time to time, the Company may seek CCAA Court approval to retain additional professionals.
	The Company has incurred and expects to continue to incur significant costs associated with the restructuring and the Creditor Protection Proceedings.  The amount of these expenses is expected to significantly affect the Company’s financial position and results of operations, but the Company cannot accurately predict the effect the Creditor Protection Proceedings will have on the Company’s business at this time.
	Plan of Compromise and Arrangement
	For the Company to successfully emerge from the Creditor Protection Proceedings, it must obtain the CCAA Court’s approval of a plan of compromise and arrangement, which will enable the Company to transition from the Creditor Protection Proceedings into ordinary course operations out of creditor protection.  In connection with the plan of compromise and arrangement, the Company must also obtain a new credit facility, or “exit financing.”  The Company’s ability to obtain such approval and financing will depend on, among other things, the timing and outcome of various ongoing matters in the Creditor Protection Proceedings.  A plan of compromise and arrangement determines the rights and treatment of claims of various creditors and security holders, and is subject to the ultimate outcome of negotiations and CCAA Court decisions ongoing through the date on which the plan of compromise and arrangement is sanctioned.
	Although the Company has not filed a plan of compromise or arrangement or a related disclosure statement with the CCAA Court, the Company intends to propose a plan in accordance with the terms of the Support Agreements (the “Proposed Plan”).  The Proposed Plan provides for the cancellation of all outstanding shares of Lone Pine common stock, the conversion of all Senior Notes into new common shares, and a new equity investment of US$100 million by holders of the Senior Notes (“Noteholders”) through an offering to eligible affected creditors (including the Noteholders), of convertible preferred shares (the “Share Offering”).  The Company anticipates filing the Proposed Plan on or before November 29, 2013, unless otherwise extended by agreement of the Supporting Noteholders.  Following submission of the Proposed Plan, the Company expects to take all actions necessary to obtain approval for it from the Company’s affected creditors and the CCAA Court on or before December 31, 2013.  Under the Support Agreement, the outside date for implementation of the Proposed Plan is January 31, 2014, as contemplated by the terms of the Support Agreement.  Generally, the Proposed Plan will provide, among other things, mechanisms for (i) settlement of claims against the Company; (ii) treatment of the Company’s existing equity and debt holders (including those treatments noted above); (iii) provision for exit financing; and (iv) certain corporate governance and administrative matters pertaining to the reorganized company.
	The Company continues to have ongoing discussions with the Supporting Noteholders and PricewaterhouseCoopers Inc., in its capacity as the CCAA Court-appointed monitor of Lone Pine regarding the Proposed Plan and will continue to do so until the Proposed Plan is filed with the CCAA Court.  The Proposed Plan is subject to revision prior to submission to the CCAA Court based upon those continuing discussions, and thereafter in response to those continuing discussions as well as creditor claims and objections and the requirements of the CCAA Court or the CCAA.  There can be no assurance that the Company will be able to secure approval of the Proposed Plan by the CCAA Court, or that the Proposed Plan will be accepted by the Company’s creditors.
	Financing During Pendency of the Creditor Protection Proceedings
	During the pendency of the Creditor Protection Proceedings, the Company is funding operations pursuant to an order of the CCAA Court permitting the Company’s use of cash balances, working capital and available borrowings under a $10 million DIP Credit Facility (as defined and discussed below). As of November 4, 2013, the Company had not borrowed any amounts under the DIP Credit Facility.
	Since approval of the DIP Credit Facility, the Company has focused on executing its strategic and operating initiatives and ensuring the smooth transition and maintenance of its business in creditor protection.  However, there can be no assurance that cash on hand, cash generated through operations and other available funds will be sufficient to meet the Company’s restructuring or ongoing cash needs or that the Company will remain in compliance with all the necessary terms and conditions of the DIP Credit Agreement (as defined below) or that the lending commitments under the DIP Credit Agreement will not be terminated by the lenders.
	Going Concern
	The Company’s financial liquidity condition and the resulting commencement of the Creditor Protection Proceedings cast substantial doubt about the Company’s ability to continue as a going concern.  Due to ongoing liquidity issues, the Company has failed to meet certain financial obligations and liabilities, including a significant interest payment on the Senior Notes. The Company is dependent on the outcome of the Creditor Protection Proceedings and requires additional financing in order to finance its business activities on an ongoing basis both during and following the Creditor Protection Proceedings.
	The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date of these consolidated financial statements.  The Company’s ability to continue as a going concern is contingent upon its ability to comply with the financial and other covenants contained in the DIP Credit Agreement, the CCAA Court’s approval of a plan of compromise and arrangement and the Company’s ability to successfully implement such plan and obtain exit financing, among other things.  As a result of the Creditor Protection Proceedings, the realization of assets and the satisfaction of liabilities are subject to uncertainty.  While operating under the Creditor Protection Proceedings, the Company may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the terms of the Support Agreements and the approval of the CCAA Court or as otherwise permitted in the ordinary course of business (and subject to restrictions contained in the DIP Credit Agreement and the Support Agreements), for amounts other than those reflected in the accompanying condensed consolidated financial statements.  Further, the plan of compromise and arrangement could materially change the amounts and classifications of assets and liabilities reported in the historical consolidated financial statements.  The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of certain liabilities that may result should the Company be unable to continue as a going concern or as a consequence of the Creditor Protection Proceedings.
	Financial Reporting in Reorganization
	As outlined in Basis of Presentation (above), liabilities that are subject to compromise primarily represent unsecured pre-CCAA filing obligations of the Company that may be subject to impairment and settlement at lesser amounts through the Creditor Protection Proceedings. Under the terms of the CCAA Initial Order, dated September 25, 2013, and orders of the U.S. Bankruptcy Court, any actions to enforce or otherwise effect payment of these liabilities was stayed during the Creditor Protection Proceedings. As at September 30, 2013, these liabilities were classified separately as liabilities subject to compromise on the Company’s consolidated balance sheet at their unadjusted carrying values. The CCAA claim process is currently in early stages of progress. The extent of compromise, if any, is not determinable and is subject to future events, including completion of the CCAA claim process and the Creditor Protection Proceedings. Post-CCAA filing liabilities as at September 30, 2013 that are subject to the Creditor Protection Proceedings have not been segregated by the Company on the consolidated balance sheet due to the amounts not being material for the six-day period ended September 30, 2013.
	As at September 30, 2013, current liabilities subject to compromise consisted of the following:
	Accounts payable and accrued liabilities	$	15,101
	Senior Notes	194,831
	Pre-filing accrued interest on Senior Notes	12,656
	Total current liabilities subject to compromise	$	222,588
	During the Creditor Protection Proceedings, the Company has continued, and expects to continue, with its day-to-day operations, and employee obligations and any trade payables incurred after September 25, 2013 are expected to be paid or satisfied in the ordinary course.
	The Company has reclassified all indebtedness outstanding under the Existing Credit Facility (as defined below) as a current liability in this Quarterly Report.  As a result of the Creditor Protection Proceedings and in accordance with counterparty agreements, all financial instruments and related agreements were terminated with early settlements effective on or about September 26, 2013.  The resulting realized loss in the amount of $2.5 million has been recognized in the third quarter and is classified as long-term debt - current portion as at September 30, 2013 pursuant to the provisions of the Existing Credit Facility.
	Exchange Listing
	Trading in the Company’s common stock on the Toronto Stock Exchange (“TSX”) was halted on September 25, 2013, and the Company’s common stock was subsequently delisted on October 31, 2013.  Trading in the Company’s common stock on the New York Stock Exchange (“NYSE”) was suspended on September 16, 2013, and the Company’s common stock was subsequently removed from listing and registration on the NYSE on October 22, 2013.  As a result of the Company’s financial position and the Creditor Protection Proceedings, the Company believes that its outstanding equity securities will likely have no value and will be canceled under any plan of compromise and arrangement including the Proposed Plan.  As a result, the Company urges that caution be exercised with respect to existing and future investments in any of its currently outstanding securities.
	See also Part I, “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, “Item 1A — Risk Factors”.

SIGNIFICANT_ACCOUNTING_POLICIE

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
SIGNIFICANT ACCOUNTING POLICIES	'
SIGNIFICANT ACCOUNTING POLICIES	'
	(3)                 SIGNIFICANT ACCOUNTING POLICIES
	The Company’s significant accounting policies have not changed from those reported in its 2012 Annual Report except for the adoption of ASC 852 discussed above. Other new standards adopted in 2013, are discussed below.
	Recent Accounting Pronouncements
	Standards Adopted in 2013
	In the first quarter of 2013, the Company adopted Accounting Standards Update 2011-11, Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities and Accounting Standards Update 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which require disclosure of both gross and net information about certain financial instruments and transactions eligible for offset in the balance sheet or subject to an agreement similar to a master netting agreement. The adoption of these amendments did not have a material impact on the Company’s financial statements.
	In the first quarter of 2013, the Company adopted Accounting Standards Update 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires enhanced disclosures about significant amounts reclassified out of accumulated other comprehensive income. The Company determined that its amounts reclassified out of accumulated other comprehensive income were not significant and, therefore, the amendments did not affect the Company’s financial statements.
	Future Accounting Pronouncements
	In the second quarter of 2013, the U.S. Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-07, Liquidation Basis of Accounting (“ASU 2013-07”), which requires entities to prepare their financial statements using the liquidation basis of accounting when the likelihood is remote that the entity will return from liquidation. This pronouncement is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein, and are to be applied prospectively. The Company does not expect ASU 2013-07 to impact its accounting and disclosure requirements as the Company continues to present its financial statements, subject to the Creditor Protection Proceedings, on a going concern basis. The Company is monitoring possible future impacts and application.
	In the first quarter of 2013, the FASB issued Accounting Standards Update 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (“ASU 2013-04”), which clarifies guidance for the recognition, measurement and disclosure of liabilities resulting from joint and several liability arrangements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and is to be applied retrospectively. If the Company enters into obligations affected by ASU 2013-04, the accounting and disclosure requirements will be applied.
	In the first quarter of 2013, the FASB issued Accounting Standards Update 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”), which clarifies the applicable guidance for certain transactions that result in the release of the cumulative translation adjustment into net earnings. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and is to be applied prospectively. If the Company enters into any transactions affected by ASU 2013-05, the accounting and disclosure requirements will be applied.

DISPOSITIONS

DISPOSITIONS	9 Months Ended
	Sep. 30, 2013
DISPOSITIONS	'
DISPOSITIONS	'
	(4)                     DISPOSITIONS
	In the first and second quarters of 2013, Lone Pine completed the divestiture of certain non-core properties for proceeds of $13.7 million and $2.5 million, respectively, after closing adjustments and costs of disposition. The proceeds reduced the net book value of the oil and natural gas properties. No gain or loss was recognized in net earnings for the sales.

PROPERTY_AND_EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2013
PROPERTY AND EQUIPMENT	'
PROPERTY AND EQUIPMENT	'
	(5)                     PROPERTY AND EQUIPMENT
	Full Cost Method of Accounting
	The Company uses the full cost method of accounting for oil and natural gas activities. The Company capitalizes all costs incurred in the acquisition, exploration and development of properties (including costs of surrendered and abandoned leaseholds, dry holes and overhead directly related to exploration and development activities), and the fair value of estimated future costs of site restoration, dismantlement and abandonment activities.
	Under the full cost method, the Company performs a ceiling test calculation each quarter using prices that are based on the average of the first-day-of-the-month prices during the 12-month period prior to the reporting date. The full cost ceiling test is a limitation on capitalized costs prescribed by SEC Regulation S-X Rule 4-10. If the net capitalized costs for a cost center exceed the sum of SEC-prescribed calculated components, a ceiling test write-down is recognized to the extent of the excess capitalized costs.
	No write-down was required for the three and nine months ended September 30, 2013. However, during 2012, as a result of a decline in the 12-month average trailing natural gas price, the Company’s internal estimate of its proved undeveloped natural gas volumes decreased significantly at June 30 and September 30, 2012 compared to December 31, 2011. This decrease in natural gas volumes reduced the Company’s internal estimate of the present value of future net revenue from proved reserves and resulted in the Company recognizing ceiling test write-downs of $142.9 million and $271.7 million before tax for the three and nine months ended September 30, 2012, respectively.

LONGTERM_DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2013
LONG-TERM DEBT	'
LONG-TERM DEBT	'
	(6)                     LONG-TERM DEBT
	The commencement of the Creditor Protection Proceedings constituted an event of default with respect to the following debt instruments:
	·                  Indenture governing the Senior Notes, dated February 14, 2012, among LPR Canada, as issuer, the other loan parties thereto, as guarantors, and U.S. National Bank Association, as trustee, under which approximately US$207.4 million principal and accrued interest was outstanding on the Senior Notes as of September 25, 2013; and
	·                  Credit Agreement, dated March 18, 2011, among the Company, LPR Canada, JPMorgan Chase Bank, N.A., Toronto Branch as Administrative Agent and the other agents and lenders party thereto, as amended, under which approximately Cdn$180.0 million was outstanding as of September 25, 2013.
	In addition, all outstanding derivative instruments were terminated at the counterparties’ option upon the commencement of the Creditor Protection Proceedings.  The net loss on the termination of these contracts has been applied to the outstanding Existing Credit Facility balance effective as of the date of termination.
	As a result of the event of default, all obligations under these instruments, by the terms thereof, became due and payable.  Any efforts to enforce such payment obligations are stayed as a result of the commencement of the Creditor Protection Proceedings and the creditors’ rights of enforcement in respect thereof are subject to the applicable provisions of the CCAA and the United States Bankruptcy Code. Accordingly, all other Existing Credit Facility covenants as at September 30, 2013 are no longer enforceable.
	All indebtedness outstanding under the Existing Credit Facility is classified as a current liability in this Quarterly Report. The Senior Notes are included in liabilities subject to compromise as at September 30, 2013. See also Note 2 — Creditor Protection Proceedings, Liquidity and Going Concern.
	As at the dates indicated, the components of the Company’s long-term debt and current portions were as follows.
		At September 30, 2013									At December 31, 2012
		(In thousands)
		Principal			Unamortized			Total			Principal		Unamortized		Total
					Discount								Discount
	Existing Credit Facility — secured	$	182,477		$	—		$	182,477		$	148,000	$	—	$	148,000
	Senior Notes — subject to compromise	200,558			5,727			194,831			198,985		6,675		192,310
		383,035			5,727			377,308			346,985		6,675		340,310
	Current portion of long-term debt	(182,477		)	—			(182,477		)	—		—		—
	Current portion of long-term debt— liabilities subject to compromise (Note 2)	(200,558		)	(5,727		)	(194,831		)	—		—		—
	Long-term debt	$	—		$	—		$	—		$	346,985	$	6,675	$	340,310
	Existing Credit Facility - Secured
	Lone Pine maintains a $500 million credit facility (the “Existing Credit Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A., Toronto Branch. The Existing Credit Facility was to mature on March 18, 2016 and its availability was governed by a borrowing base. Acceleration of the maturity of the indebtedness under the Existing Credit Facility occurs automatically in the case of a bankruptcy or insolvency event. Effective September 25, 2013 and upon commencement of the Creditor Protection Proceedings, maturity of the Existing Credit Facility was accelerated, which led to a cross default under the Indenture and an acceleration of the maturity of the Senior Notes, and the Company has no further ability to borrow thereunder.  See also Note 2 — Creditor Protection Proceedings, Liquidity and Going Concern.
	The borrowing base under the Existing Credit Facility was $185 million at September 30, 2013 (December 31, 2012 - $275 million). At September 30, 2013, the Company had $183 million outstanding (including financial derivative termination settlements) (December 31, 2012 - $148 million), at a weighted average interest rate of 4.7%.
	Senior Notes — Subject to Compromise
	On February 14, 2012, LPR Canada issued US$200 million aggregate principal amount of Senior Notes. The Senior Notes were issued pursuant to an indenture, dated February 14, 2012 (the “Indenture”), among LPR Canada, certain guarantors and U.S. Bank National Association, as trustee.
	DIP Credit Facility — Subject to Creditor Protection Proceedings
	In connection with the Creditor Protection Proceedings and in order to provide liquidity during the Creditor Protection Proceedings, on October 24, 2013, the Company and LPR Canada entered into a credit agreement (the “DIP Credit Agreement”) with respect to a $10 million debtor-in-possession credit facility (the “DIP Credit Facility”).  Certain of the lenders under the Existing Credit Facility are lenders under the DIP Credit Facility, and the agent under the Existing Credit Facility serves as administrative agent under the DIP Credit Facility.  Pursuant to the terms of the DIP Credit Agreement, (i) the lenders agreed to lend LPR Canada up to $10 million, which loans will bear interest at the Canadian Prime Rate (as defined in the DIP Credit Agreement), plus 5.00%, (ii) the Company and each Restricted Subsidiary (as defined in the DIP Credit Agreement) agreed to guarantee LPR Canada’s obligations thereunder, and (iii) the Obligations (as defined in the DIP Credit Agreement) are and shall be at all times secured by the liens in all collateral created by the DIP Charge (as defined in the DIP Credit Agreement) and all such liens shall be first priority liens subject only to the Administration Charge (as defined in the DIP Credit Agreement).  LPR Canada is obligated to pay the agent an upfront fee of 2% and the lenders a commitment fee of 0.75% of unutilized commitments.  Proceeds of loans under the DIP Credit Facility may be used to provide for working capital, capital expenditures and other expenditures during the course of the Creditor Protection Proceedings, in accordance with the terms of the DIP Credit Agreement.  The DIP Credit Facility matures on March 25, 2014.
	In addition to customary affirmative covenant obligations, the DIP Credit Agreement provides for certain information delivery requirements to each lender and the agent, including (i) quarterly and annual financial statements, (ii) weekly delivery of actual receipts and disbursements with a variance analysis against the cash flow model most recently filed with the CCAA Court and (iii) monthly financial results.  LPR Canada is also obligated to obtain, on or before November 13, 2013, a fully executed commitment letter from a replacement lender (or lenders) providing for credit facilities, which together with the proceeds of the Share Offering contemplated in the Proposed Plan, would be sufficient to repay in full all obligations outstanding under the Existing Credit Facility.
	The DIP Credit Agreement also contains a financial covenant, which requires that for any particular week in which any amounts are outstanding under the DIP Credit Agreement, at the end of such week there will be no negative variance in LPR Canada’s actual net change in cash flow from that set out in the cash flow model most recently filed with the CCAA Court in excess of: (i) for such week, the greater of $500,000 or 15% and (ii) in the aggregate from the date of the CCAA Initial Order through such week, the greater of $1,000,000 and 15%; provided, however, that any newly filed cash flow model shall not, absent approval of lenders holding at least 66 2/3% of the loan commitments, contain a Material Adverse Change (as defined in the DIP Credit Agreement) in aggregate revenues or expenses from the cash flow model most recently filed with the CCAA Court.
	The DIP Credit Agreement also contains customary negative covenants restricting certain of the Company and LPR Canada’s activities, including restrictions on their ability to incur indebtedness, incur liens, consummate certain fundamental changes, make investments, dispose of assets, enter into sale and lease transactions, enter into hedging agreements, make restricted payments and enter into transactions with affiliates.  Furthermore, the DIP Credit Agreement contains customary events of default, which include a plan of compromise and arrangement not being sanctioned by the CCAA Court prior to December 31, 2013 and certain other insolvency proceeding-related events of default.  LPR Canada’s ability to access the commitments under the DIP Credit Facility may be impaired in the event that it or the Company does not comply with the covenant requirements or if it defaults on its obligations under the DIP Credit Agreement.

DERIVATIVE_INSTRUMENTS

DERIVATIVE INSTRUMENTS	9 Months Ended
	Sep. 30, 2013
DERIVATIVE INSTRUMENTS	'
DERIVATIVE INSTRUMENTS	'
	(7)                     DERIVATIVE INSTRUMENTS
	Commodity Derivatives
	Lone Pine has historically entered into derivative instruments to manage its exposure to commodity price risk caused by fluctuations in commodity prices, which have served to protect and provide certainty on a portion of the Company’s cash flows. Lone Pine’s commodity derivative instruments have generally served as effective economic hedges of commodity price exposure. Lone Pine elected not to designate its derivatives as hedging instruments for accounting purposes and recognized all changes in fair value of its derivative instruments as unrealized gains or losses on derivative instruments in the Condensed Consolidated Statements of Operations.
	Effective September 25, 2013 in conjunction with the Creditor Protection Proceedings (see Note 2), all derivative instrument agreements were terminated, and final realized settlements have been recognized in this Quarterly Report.
	The table below shows the amounts reported in the Condensed Consolidated Statements of Operations as gains and losses on derivative instruments for the periods indicated.
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
		(In thousands)
	Realized (gains) losses on derivative instruments	$	4,487		$	(8,134	)	$	3,225	$	(22,031	)
	Unrealized (gains) losses on derivative instruments	(254		)	15,412			4,409		11,041
	Losses (gains) on derivative instruments	$	4,233		$	7,278		$	7,634	$	(10,990	)

FAIR_VALUE_MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2013
FAIR VALUE MEASUREMENTS	'
FAIR VALUE MEASUREMENTS	'
	(8)                     FAIR VALUE MEASUREMENTS
	FASB’s Accounting Standards Codification 820 Fair Value Measurement establishes a three-tier fair value hierarchy that prioritizes the inputs used to measure fair value. These tiers consist of: Level 1, defined as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs used when little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts and fair values of Lone Pine’s financial instruments are summarized below.
		Fair Value	At September 30, 2013				At December 31, 2012
		Hierarchy	Carrying		Fair		Carrying		Fair Value
		Level	Amount		Value		Amount
		(In thousands)
	Assets:
	Cash	—	$	8,308	$	8,308	$	28	$	28
	Accounts receivable	—	11,591		11,591		16,502		16,502
	Derivative instruments	2	—		—		5,703		5,703
	Liabilities:
	Bank overdraft	—	—		—		4,872		4,872
	Accounts payable and accrued liabilities	—	—		—		32,468		32,468
	Accrued interest	—	—		—		7,742		7,742
	Derivative instruments	2	—		—		1,294		1,294
	Current portion of long-term debt (Existing Credit Facility)	2	182,477		182,477		—		—
	Current liabilities subject to compromise:
	Accounts payable and accrued liabilities	—	15,101		15,101		—		—
	Accrued interest	—	12,656		12,656		—		—
	Current portion of long-term debt (Senior Notes)	1	194,831		120,903		—		—
	Total current liabilities subject to compromise		222,588		148,660		—		—
	Long-term debt:
	Existing Credit Facility	2	—		—		148,000		148,000
	Senior Notes	1	—		—		192,310		186,046
	Total long-term debt		—		—		340,310		334,046
	Capital lease obligation	2	3,856		3,856		5,738		5,738
	The Company uses various assumptions and methods in estimating the fair values of its financial instruments. All of the estimates of fair value were determined using significant other observable inputs (Level 2), except for the fair value of the Senior Notes, which was determined based on the unadjusted quoted price in an active market (Level 1) given that the Senior Notes are actively traded in a private market with an independent quoted price available from a third party. The carrying amount of the Senior Notes has been reduced by the original issue discount and commissions, while the fair value of the Senior Notes at September 30, 2013 is based on its face amount of US$195 million (December 31, 2012 - US$200 million) and market price of US$60.313 per US$100 face amount (December 31, 2012 - US$93.50 per US$100). The carrying amount of the Existing Credit Facility approximates fair value since the borrowings bear interest at variable market rates. The carrying amount of the capital lease obligation approximates fair value, as interest rates have not materially changed since the lease was executed.
	The valuation of the current liabilities subject to compromise is subject to the Creditor Protection Proceedings, which are currently in their early stages.  Accordingly, future adjustments to the September 30, 2013 carrying amounts and fair values are not determinable at this time.
	The Company’s derivative instrument assets and liabilities are commodity derivatives. See Note 7 for additional information on these instruments.  The Company utilized present value techniques to value its derivatives.  Inputs to the valuations include published forward prices and credit risk considerations, including the incorporation of published interest rates and credit spreads.  All of the significant inputs were observable, therefore the Company’s derivative instruments were included within the Level 2 fair value hierarchy.
	The fair values of the other financial instruments, including cash, accounts receivable, bank overdraft, accounts payable and accrued liabilities, and accrued interest approximate their carrying amount due to their short-term nature.

LOSS_PER_SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 30, 2013
LOSS PER SHARE	'
LOSS PER SHARE	'
	(9)                     LOSS PER SHARE
	The Company calculates basic and diluted loss per share of common stock as follows.
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012
		(In thousands)
	Net loss	$	(14,987	)	$	(124,301	)	$	(59,033	)	$	(238,844	)
	Net earnings attributable to participating securities	—			—			—			—
	Net loss attributable to common stock for basic and diluted earnings per share	$	(14,987	)	$	(124,301	)	$	(59,033	)	$	(238,844	)
	Weighted average number of shares of common stock outstanding during the period for basic earnings per share	86,584			85,016			86,089			85,008
	Dilutive effects of potential shares of common stock	—			—			—			—
	Weighted average number of shares of common stock outstanding during the period, including the effects of dilutive potential shares of common stock, for diluted earnings per share	86,584			85,016			86,089			85,008
	Basic loss per share of common stock	$	(0.17	)	$	(1.46	)	$	(0.69	)	$	(2.81	)
	Diluted loss per share of common stock	$	(0.17	)	$	(1.46	)	$	(0.69	)	$	(2.81	)
	At September 30, 2013, approximately 1.2 million (September 30, 2012 — 1.8 million) potential shares of common stock were excluded from the diluted loss per share of common stock calculation as the effect was anti-dilutive.

STOCKBASED_COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2013
STOCK-BASED COMPENSATION	'
STOCK-BASED COMPENSATION	'
	(10)              STOCK-BASED COMPENSATION
	The following table reconciles the change in number of units outstanding for each of the Company’s long-term incentive plans for the nine months ended September 30, 2013.
		Phantom		Phantom		Performance		Stock		Restricted		Total
		Stock Units —		Stock Units —		Units		Options		Stock
		Stock		Cash or
				Cash or
				Stock
	Outstanding as of December 31, 2012	979,530		400,551		—		644,706		67,935		2,092,722
	Awarded	636,166		4,790,081		2,671,171		—		271,740		8,369,158
	Vested	(910,380	)	(1,631,977	)	(1,254,330	)	—		(67,935	)	(3,864,622	)
	Forfeited	(96,669	)	(420,786	)	—		(67,224	)	—		(584,679	)
	Cancelled	—		—		—		(255,188	)	—		(255,188	)
	Outstanding as of September 30, 2013	608,647		3,137,869		1,416,841		322,294		271,740		5,757,391
	Outstanding as of September 30, 2012	1,014,132		460,208		—		646,856		67,935		2,189,131
	At September 30, 2013, the Company had 322,294 stock options outstanding, of which 112,538 had vested with the majority being exercisable no later than the first quarter of 2017.
	Subsequent to September 30, 2013, the Company’s common stock was delisted on both the NYSE and TSX. Accordingly, stock based compensation programs are subject to future amendments or cancellation, and are currently being evaluated. An estimated related non-cash expense of approximately $3.0 million for unrecognized stock-based compensation amounts at September 30, 2013 is expected to be recorded in a future period.

EMPLOYEE_TERMINATION_BENEFITS

EMPLOYEE TERMINATION BENEFITS	9 Months Ended
	Sep. 30, 2013
EMPLOYEE TERMINATION BENEFITS	'
EMPLOYEE TERMINATION BENEFITS	'
	(11)              EMPLOYEE TERMINATION BENEFITS
	In the first half of 2013, Lone Pine implemented a cost-reduction measure to reduce its ongoing general and administrative expenses. As a result, in the nine months ended September 30, 2013, Lone Pine recorded charges totaling approximately $3.2 million in general and administrative expenses in the Condensed Consolidated Statements of Operations for wages and benefits related to employee terminations, including cash payments of approximately $2.7 million.

INCOME_TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2013
INCOME TAXES	'
INCOME TAXES	'
	(12)              INCOME TAXES
	The Company’s combined Canadian federal and provincial statutory income tax rate was 25% for each of the three- and nine-month periods ended September 30, 2013 and 2012. The effective income tax rate for each of the three- and nine-month periods ended September 30, 2013 was 0% (2012 — 24% and 24%, respectively).

REORGANIZATION_COSTS

REORGANIZATION COSTS	9 Months Ended
	Sep. 30, 2013
REORGANIZATION COSTS	'
REORGANIZATION COSTS	'
	(13)              REORGANIZATION COSTS
	The Company has segregated certain costs that are directly related to the Creditor Protection Proceedings in this Quarterly Report in accordance with ASC 852. For the three and nine months ended September 30, 2013, the total reorganization costs were $2.1 million and was comprised of $1.8 million of professional fees and $0.3 million for the Retention Program (as defined below).  As at September 30, 2013 approximately $1.1 million of reorganization costs is included in accrued liabilities.
	On September 11, 2013, the compensation committee of the board of directors of the Company implemented an employee retention program (the “Retention Program”) for key employees of LPR Canada, including the Company’s named executive officers. The Retention Program was put in place following staff reductions completed in the first half of 2013, and is intended to incentivize key employees and executive officers to remain employed with LPR Canada until at least January 31, 2014. Pursuant to the Retention Program, eligible participants will receive a cash retention award on the earlier of (1) January 31, 2014 and (2) the date on which the Company terminates the participant’s employment without cause (as determined in accordance with the Company’s policies and applicable law). In the event that a retention award is paid prior to January 31, 2014 as a result of a termination without cause, the amount payable will be prorated to the date of termination. On September 25, 2013, the Retention Program was approved in the CCAA Initial Order.

CONDENSED_CONSOLIDATING_FINANC

CONDENSED CONSOLIDATING FINANCIAL INFORMATION	9 Months Ended
	Sep. 30, 2013
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
	(14)              CONDENSED CONSOLIDATING FINANCIAL INFORMATION
	The Senior Notes are guaranteed on a senior unsecured basis by the Company (the “Parent Guarantor”) and all of the Company’s subsidiaries, other than LPR Canada (the “Subsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”). These guarantees are full and unconditional, and joint and several among the Guarantors. See Note 6 for further information on the Senior Notes.
	A Subsidiary Guarantor’s guarantee may be released automatically under the following customary circumstances: (i) in the event the Subsidiary Guarantor is sold or disposed of (whether by merger, amalgamation, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” (as defined in the Indenture) of the Parent Guarantor or the sale of all or substantially all of its assets (other than by lease)) to a person which is not the Parent Guarantor or a “Restricted Subsidiary” (as defined in the Indenture); (ii) at such time as such Subsidiary Guarantor ceases to guarantee any other indebtedness of LPR Canada (the “Subsidiary Issuer”), the Parent Guarantor or another Subsidiary Guarantor that resulted in the obligation of such Subsidiary Guarantor to guarantee the Senior Notes, except a discharge or release by or as a result of payment under such guarantee; (iii) if the Parent Guarantor designates that Subsidiary Guarantor as an unrestricted subsidiary in accordance with the applicable provisions of the Indenture; or (iv) upon covenant defeasance, legal defeasance or satisfaction and discharge of the Senior Notes as provided in the Indenture. The Parent Guarantor will be released from its obligations under the Indenture only in connection with any such legal defeasance or satisfaction and discharge of the Senior Notes as provided in the Indenture.
	The following financial information reflects consolidating financial information of the Subsidiary Issuer and the Guarantors on a combined basis, prepared on the equity basis of accounting. The Parent Guarantor has no independent assets or operations. The Subsidiary Issuer and the Guarantors other than Lone Pine Resources Inc. (the “Combined Guarantor Subsidiaries”), are 100% owned by the Parent Guarantor. The information is presented in accordance with the requirements of SEC Rule 3-10 of Regulation S-X.  The information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantors operated as independent entities.  The Company has not presented separate financial narrative information for each of the Guarantors because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the guarantees provided by the Guarantors.
	CONDENSED CONSOLIDATING BALANCE SHEET
	(In thousands of Canadian dollars)
		At September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	ASSETS
	Current assets:
	Cash	$	30		$	—		$	8,278		$	—		$	8,308
	Accounts receivable	1,099			492			11,214			(1,214		)	11,591
	Prepaid expenses and other current assets	423			—			6,488			—			6,911
	Total current assets	1,552			492			25,980			(1,214		)	26,810
	Property and equipment, at cost:
	Oil and natural gas properties, full cost method of accounting:
	Proved, net of accumulated depletion	—			—			344,579			—			344,579
	Unproved	—			—			146,872			—			146,872
	Net oil and natural gas properties	—			—			491,451			—			491,451
	Other property and equipment, net of accumulated depreciation and amortization	—			—			62,523			—			62,523
	Net property and equipment	—			—			553,974			—			553,974
	Investment in affiliate	55,356			58,063			—			(113,419		)	—
	Other assets	—						2,223			—			2,223
		$	56,908		$	58,555		$	582,177		$	(114,633	)	$	583,007
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities:
	Accounts payable and accrued liabilities	$	—		$	—		$	—		$	—		$	—
	Current portion of long-term debt — secured	—			—			182,477			—			182,477
	Capital lease obligation - secured	—			—			1,309			—			1,309
	Other current liabilities	33			—			950			—			983
	Total current liabilities not subject to compromise	33			—			184,736			—			184,769
	Current liabilities subject to compromise (note 2)	184			—			223,618			(1,214		)	222,588
	Long-term debt	—			—			—			—			—
	Asset retirement obligations	—			—			13,982			—			13,982
	Capital lease obligation - secured	—			—			2,547			—			2,547
	Other liabilities	23			—			1,199			—			1,222
	Total long-term liabilities not subject to compromise	23			—			17,728			—			17,751
	Stockholders’ equity:
	Common stock	852			39,135			832,750			(871,885		)	852
	Capital surplus	367,003			19,027			143,138			457,282			986,450
	Retained earnings (accumulated deficit)	(311,592		)	393			(819,512		)	301,184			(829,527		)
	Accumulated other comprehensive income (loss)	405			—			(281		)	—			124
	Total stockholders’ equity	56,668			58,555			156,095			(113,419		)	157,899
		$	56,908		$	58,555		$	582,177		$	(114,633	)	$	583,007
	CONDENSED CONSOLIDATING BALANCE SHEET
	(In thousands of Canadian dollars)
		At December 31, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor
					Subsidiaries
	ASSETS
	Current assets:
	Cash	$	—		$	—		$	28		$	—		$	28
	Accounts receivable	3,198			486			16,129			(3,311		)	16,502
	Derivative instruments	—			—			4,409			—			4,409
	Prepaid expenses and other current assets	148			—			4,799			—			4,947
	Total current assets	3,346			486			25,365			(3,311		)	25,886
	Property and equipment, at cost:
	Oil and natural gas properties, full cost method of accounting:
	Proved, net of accumulated depletion	—			—			376,203			—			376,203
	Unproved	—			—			148,956			—			148,956
Net oil and natural gas properties	—			—			525,159			—			525,159
Other property and equipment, net of accumulated depreciation and amortization	—			—			65,096			—			65,096
Net property and equipment	—			—			590,255			—			590,255
Investment in affiliate	110,882			58,063			—			(168,945		)	—
Other assets	—			—			6,662			—			6,662
	$	114,228		$	58,549		$	622,282		$	(172,256	)	$	622,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	44		$	—		$	4,828		$	—		$	4,872
Accounts payable and accrued liabilities	241			—			35,538			(3,311		)	32,468
Accrued interest	—			—			7,742			—			7,742
Capital lease obligation - secured	—			—			1,217			—			1,217
Other current liabilities	164			—			2,400			—			2,564
Total current liabilities not subject to compromise	449			—			51,725			(3,311		)	48,863
Current liabilities subject to compromise	—			—			—			—			—
Long-term debt	—			—			340,310			—			340,310
Asset retirement obligations	—			—			12,839			—			12,839
Capital lease obligation - secured	—			—			4,521			—			4,521
Other liabilities	107			—			1,201			—			1,308
Total long-term liabilities not subject to compromise	107			—			358,871			—			358,978
Stockholders’ equity:
Common stock	835			39,135			832,750			(871,885		)	835
Capital surplus	364,991			19,027			143,138			457,282			984,438
Retained earnings (accumulated deficit)	(252,559		)	387			(763,980		)	245,658			(770,494		)
Accumulated other comprehensive income (loss)	405			—			(222		)	—			183
Total stockholders’ equity	113,672			58,549			211,686			(168,945		)	214,962
	$	114,228		$	58,549		$	622,282		$	(172,256	)	$	622,803
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Revenues:
Oil and natural gas	$	—		$	—		$	26,366		$	—		$	26,366
Interest and other	—			—			6			—			6
Total revenues	—			—			26,372			—			26,372
Costs, expenses and other:
Lease operating expenses	—			—			7,732			—			7,732
Production and property taxes	—			—			703			—			703
Transportation and processing	—			—			3,035			—			3,035
General and administrative	839			5			1,642			—			2,486
Depreciation, depletion and amortization	—			—			17,228			—			17,228
Interest expense	—			—			7,674			—			7,674
Accretion of asset retirement obligations	—			—			337			—			337
Foreign currency exchange losses (gains)	20			10			(4,413		)	—			(4,383		)
Loss (gains) on derivative instruments	—			—			4,233			—			4,233
Equity loss in affiliates	14,128			—			—			(14,128		)	—
Reorganization costs	—			—			2,082						2,082
Other, net	—			—			232			—			232
Total costs, expenses and other	14,987			15			40,485			(14,128		)	41,359
Earnings (loss) before income taxes	(14,987		)	(15		)	(14,113		)	14,128			(14,987		)
Income tax expense	—			—			—			—			—
Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
Other comprehensive income:
Amortization of accumulated actuarial loss, net of tax	—			—			5			—			5
Total other comprehensive income	—			—			5			—			5
Comprehensive (loss) income	$	(14,987	)	$	(15	)	$	(14,108	)	$	14,128		$	(14,982	)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Revenues:
Oil and natural gas	$	—		$	—		$	38,188		$	—		$	38,188
Interest and other	—			—			8			—			8
Total revenues	—			—			38,196			—			38,196
Costs, expenses and other:
Lease operating expenses	—			—			11,961			—			11,961
Production and property taxes	—			—			831			—			831
Transportation and processing	—			—			3,510			—			3,510
General and administrative	1,089			2			2,959			—			4,050
Depreciation, depletion and amortization	—			—			30,236			—			30,236
Ceiling test write-down of oil and natural gas properties	—			—			142,879			—			142,879
Interest expense	—			—			8,181			—			8,181
Accretion of asset retirement obligations	—			—			350			—			350
Foreign currency exchange losses (gains)	29			17			(7,042		)	—			(6,996		)
Gains on derivative instruments	—			—			7,278			—			7,278
Equity loss in affiliates	123,180			—			—			(123,180		)	—
Other, net	3			—			135			—			138
Total costs, expenses and other	124,301			19			201,278			(123,180		)	202,418
Earnings (loss) before income taxes	(124,301		)	(19		)	(163,082		)	123,180			(164,222		)
Income tax recovery	—			—			(39,921		)	—			(39,921		)
Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
Other comprehensive income:
Amortization of accumulated actuarial loss, net of tax	—			—			4			—			4
Total other comprehensive income	—			—			4			—			4
Comprehensive (loss) income	$	(124,301	)	$	(19	)	$	(123,157	)	$	123,180		$	(124,297	)
CONDENSED CONSOLIDATING SCHEDULE OF OPERATIONS
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Revenues:
Oil and natural gas	$	—		$	—		$	86,254		$	—		$	86,254
Interest and other	—			—			11			—			11
Total revenues	—			—			86,265			—			86,265
Costs, expenses and other:
Lease operating expenses	—			—			24,651			—			24,651
Production and property taxes	—			—			1,842			—			1,842
Transportation and processing	—			—			9,716			—			9,716
General and administrative	3,595			10			11,101			—			14,706
Depreciation, depletion and amortization	—			—			54,473			—			54,473
Interest expense	—			—			22,716			—			22,716
Accretion of asset retirement obligations	—			—			861			—			861
Foreign currency exchange losses (gains)	(88		)	(16		)	6,717			—			6,613
Losses on derivative instruments	—			—			7,634			—			7,634
Equity loss in affiliates	55,526			—			—			(55,526		)	—
Reorganization costs	—			—			2,082			—			2,082
Other, net	—			—			78			—			78
Total costs, expenses and other	59,033			(6		)	141,871			(55,526		)	145,372
Earnings (loss) before income taxes	(59,033		)	6			(55,606		)	55,526			(59,107		)
Income tax recovery	—			—			(74		)	—			(74		)
Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
Other comprehensive income (loss):
Amortization of accumulated actuarial loss, net of tax	—			—			(59		)	—			(59		)
Total other comprehensive income	—			—			(59		)	—			(59		)
Comprehensive (loss) income	$	(59,033	)	$	6		$	(55,591	)	$	55,526		$	(59,092	)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Revenues:
Oil and natural gas	$	—		$	—		$	124,937		$	—		$	124,937
Interest and other	—			—			18			—			18
Total revenues	—			—			124,955			—			124,955
Costs, expenses and other:
Lease operating expenses	—			—			40,570			—			40,570
Production and property taxes	—			—			2,516			—			2,516
Transportation and processing	—			—			11,974			—			11,974
General and administrative	2,854			5			11,137			—			13,996
Depreciation, depletion and amortization	—			—			88,548			—			88,548
Ceiling test write-down of oil and natural gas properties	—			—			271,749			—			271,749
Interest expense	—			—			22,174			—			22,174
Accretion of asset retirement obligations	—			—			1,027			—			1,027
Foreign currency exchange losses (gains)	66			16			(3,105		)	—			(3,023		)
Gains on derivative instruments	—			—			(10,990		)	—			(10,990		)
Equity loss in affiliates	235,871			—			—			(235,871		)	—
Other, net	53			—			137			—			190
Total costs, expenses and other	238,844			21			435,737			(235,871		)	438,731
Earnings (loss) before income taxes	(238,844		)	(21		)	(310,782		)	235,871			(313,776		)
Income tax recovery	—			—			(74,932		)	—			(74,932		)
Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
Other comprehensive income:
Amortization of accumulated actuarial loss, net of tax	—			—			14			—			14
Total other comprehensive income	—			—			14			—			14
Comprehensive (loss) income	$	(238,844	)	$	(21	)	$	(235,836	)	$	235,871		$	(238,830	)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			17,228			—			17,228
Amortization of deferred costs	—			—			660			—			660
Accretion of asset retirement obligations	—			—			337			—			337
Unrealized foreign currency exchange gains	—			—			(4,545		)	—			(4,545		)
Unrealized gains on derivative instruments	—			—			(254		)	—			(254		)
Stock-based compensation	141			—			90			—			231
Equity loss in affiliates	14,128			—			—			(14,128		)	—
Other, net	—			—			864			—			864
Changes in operating assets and liabilities:
Accounts receivable	13			—			119			—			132
Prepaid expenses and other current assets	200			—			(13		)	—			187
Accounts payable and accrued liabilities	(282		)	—			(1,262		)	—			(1,544		)
Accrued interest and other current liabilities	—			—			4,813			—			4,813
Net cash provided by (used in) operating activities	(787		)	(15		)	3,924			—			3,122
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(2,877		)	—			(2,877		)
Other fixed assets	—			—			(65		)	—			(65		)
Proceeds from divestiture of assets, net	—			—			28			—			28
Net cash used in investing activities	—			—			(2,914		)	—			(2,914		)
Financing activities:
Repayment of long-term debt	—			—			—			—			—
Debt issuance costs	—			—			(189		)	—			(189		)
Proceeds from bank borrowings	—			—			208,477			—			208,477
Repayments of bank borrowings	—			—			(204,000		)	—			(204,000		)
Change in intercompany balances	803			15			(818		)	—			—
Change in bank overdrafts	—			—			—			—			—
Issuance of common stock	2			—			—			—			2
Capital lease payments	—			—			(1,281		)	—			(1,281		)
Other, net	—			—			27			—			27
Net cash provided by (used in) financing activities	805			15			2,216			—			3,036
Net increase in cash	18			—			3,226			—			3,244
Cash at beginning of period	12			—			5,052			—			5,064
Cash at end of period	$	30		$	—		$	8,278		$	—		$	8,308
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands of Canadian dollars)
	Three Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			30,236			—			30,236
Ceiling test write-down of oil and natural gas properties	—			—			142,879			—			142,879
Amortization of deferred costs	—			—			648			—			648
Accretion of asset retirement obligations	—			—			350			—			350
Deferred income tax recovery	—			—			(39,921		)	—			(39,921		)
Unrealized foreign currency exchange losses	—			—			(6,963		)	—			(6,963		)
Unrealized gains on derivative instruments	—			—			15,412			—			15,412
Stock-based compensation	238			—			903			—			1,141
Equity loss in affiliates	123,180			—			—			(123,180		)	—
Other, net	(1		)	—			328			—			327
Changes in operating assets and liabilities:
Accounts receivable	(10		)	—			1,597			—			1,587
Prepaid expenses and other current assets	211			—			(634		)	—			(423		)
Accounts payable and accrued liabilities	(17		)	—			4,245			—			4,228
Accrued interest and other current liabilities	218			—			(5,525		)	—			(5,307		)
Net cash provided by (used in) operating activities	(482		)	(19		)	20,394			—			19,893
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(30,196		)	—			(30,196		)
Other fixed assets	—			—			(425		)	—			(425		)
Proceeds from divestiture of assets, net	—			—			8,238			—			8,238
Net cash used in investing activities	—			—			(22,383		)	—			(22,383		)
Financing activities:
Proceeds from bank borrowings	—			—			924,000			—			924,000
Repayments of bank borrowings	—			—			(916,000		)	—			(916,000		)
Change in intercompany balances	560			19			(579		)	—			—
Change in bank overdrafts	(81		)	—			(5,766		)	—			(5,847		)
Capital lease payments	—			—			(369		)	—			(369		)
Other, net	—			—			1			—			1
Net cash provided by (used in) financing activities	479			19			1,287			—			1,785
Net increase (decrease) in cash	(3		)	—			(702		)	—			(705		)
Cash at beginning of period	35			—			845			—			880
Cash at end of period	$	32		$	—		$	143		$	—		$	175
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			54,473			—			54,473
Amortization of deferred costs	—			—			1,921			—			1,921
Accretion of asset retirement obligations	—			—			861			—			861
Deferred income tax recovery	—			—			(74		)	—			(74		)
Unrealized foreign currency exchange losses	—			—			6,515			—			6,515
Unrealized losses on derivative instruments	—			—			4,409			—			4,409
Stock-based compensation	456			—			2,553			—			3,009
Equity loss in affiliates	55,526			—			—			(55,526		)	—
Other, net	—			—			(2,928		)	—			(2,928		)
Changes in operating assets and liabilities:
Accounts receivable	(2		)	—			4,915			—			4,913
Prepaid expenses and other current assets	(275		)	—			431			—			156
Accounts payable and accrued liabilities	(57		)	—			(9,781		)	—			(9,838		)
Accrued interest and other current liabilities	—			—			5,046			—			5,046
Net cash provided by (used in) operating activities	(3,385		)	6			12,809			—			9,430
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(39,965		)	—			(39,965		)
Other fixed assets	—			—			(148		)	—			(148		)
Proceeds from divestiture of assets, net	—			—			16,208			—			16,208
Net cash used in investing activities	—			—			(23,905		)	—			(23,905		)
Financing activities:
Repayment of long-term debt	—			—			(4,589		)	—			(4,589		)
Debt issuance costs	—			—			(275		)	—			(275		)
Proceeds from bank borrowings	—			—			1,228,477			—			1,228,477
Repayments of bank borrowings	—			—			(1,194,000		)	—			(1,194,000		)
Change in intercompany balances	3,442			(6		)	(3,436		)	—			—
Change in bank overdrafts	(44		)	—			(4,828		)	—			(4,872		)
Issuance of common stock	17			—			—			—			17
Capital lease payments	—			—			(1,882		)	—			(1,882		)
Other, net	—			—			(121		)	—			(121		)
Net cash provided by (used in) financing activities	3,415			(6		)	19,346			—			22,755
Net increase in cash	30			—			8,250			—			8,280
Cash at beginning of period	—			—			28			—			28
Cash at end of period	$	30		$	—		$	8,278		$	—		$	8,308
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			88,548			—			88,548
Ceiling test write-down of oil and natural gas properties	—			—			271,749			—			271,749
Amortization of deferred costs	—			—			1,750			—			1,750
Accretion of asset retirement obligations	—			—			1,027						1,027
Deferred income tax recovery	—			—			(74,932		)	—			(74,932		)
Unrealized foreign currency exchange losses	—			—			(3,031		)	—			(3,031		)
Unrealized gains on derivative instruments	—			—			11,041			—			11,041
Stock-based compensation	618			—			2,243			—			2,861
Equity loss in affiliates	235,871			—			—			(235,871		)	—
Other, net	—			—			(390		)	—			(390		)
Changes in operating assets and liabilities:
Accounts receivable	(40		)	—			11,978			—			11,938
Prepaid expenses and other current assets	(109		)	—			874			—			765
Accounts payable and accrued liabilities	(404		)	—			(17,120		)	—			(17,524		)
Accrued interest and other current liabilities	218			—			2,625			—			2,843
Net cash provided by (used in) operating activities	(2,690		)	(21		)	60,512			—			57,801
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(160,451		)	—			(160,451		)
Other fixed assets	—			—			(2,074		)	—			(2,074		)
Proceeds from divestiture of assets, net	—			—			8,518			—			8,518
Net cash used in investing activities	—			—			(154,007		)	—			(154,007		)
Financing activities:
Net proceeds from issuance of long-term debt	—			—			192,052			—			192,052
Debt issuance costs	—			—			(1,295		)	—			(1,295		)
Proceeds from bank borrowings	—			—			2,390,000			—			2,390,000
Repayments of bank borrowings	—			—			(2,484,000		)	—			(2,484,000		)
Change in intercompany balances	2,449			21			(2,470		)	—			—
Change in bank overdrafts	—			—			454			—			454
Capital lease payments	—			—			(1,107		)	—			(1,107		)
Other, net	—			—			1			—			1
Net cash provided by financing activities	2,449			21			93,635			—			96,105
Net increase (decrease) in cash	(241		)	—			140			—			(101		)
Cash at beginning of period	273			—			3			—			276
Cash at end of period	$	32		$	—		$	143		$	—		$	175

SIGNIFICANT_ACCOUNTING_POLICIE1

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
SIGNIFICANT ACCOUNTING POLICIES	'
Recent Accounting Pronouncements	'
	Recent Accounting Pronouncements
	Standards Adopted in 2013
	In the first quarter of 2013, the Company adopted Accounting Standards Update 2011-11, Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities and Accounting Standards Update 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which require disclosure of both gross and net information about certain financial instruments and transactions eligible for offset in the balance sheet or subject to an agreement similar to a master netting agreement. The adoption of these amendments did not have a material impact on the Company’s financial statements.
	In the first quarter of 2013, the Company adopted Accounting Standards Update 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires enhanced disclosures about significant amounts reclassified out of accumulated other comprehensive income. The Company determined that its amounts reclassified out of accumulated other comprehensive income were not significant and, therefore, the amendments did not affect the Company’s financial statements.
	Future Accounting Pronouncements
	In the second quarter of 2013, the U.S. Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-07, Liquidation Basis of Accounting (“ASU 2013-07”), which requires entities to prepare their financial statements using the liquidation basis of accounting when the likelihood is remote that the entity will return from liquidation. This pronouncement is effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein, and are to be applied prospectively. The Company does not expect ASU 2013-07 to impact its accounting and disclosure requirements as the Company continues to present its financial statements, subject to the Creditor Protection Proceedings, on a going concern basis. The Company is monitoring possible future impacts and application.
	In the first quarter of 2013, the FASB issued Accounting Standards Update 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (“ASU 2013-04”), which clarifies guidance for the recognition, measurement and disclosure of liabilities resulting from joint and several liability arrangements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and is to be applied retrospectively. If the Company enters into obligations affected by ASU 2013-04, the accounting and disclosure requirements will be applied.
	In the first quarter of 2013, the FASB issued Accounting Standards Update 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”), which clarifies the applicable guidance for certain transactions that result in the release of the cumulative translation adjustment into net earnings. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and is to be applied prospectively. If the Company enters into any transactions affected by ASU 2013-05, the accounting and disclosure requirements will be applied.

CREDITOR_PROTECTION_PROCEEDING1

CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN (Tables)	9 Months Ended
	Sep. 30, 2013
CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN	'
Schedule of current liabilities subject to compromise	'
	As at September 30, 2013, current liabilities subject to compromise consisted of the following:
	Accounts payable and accrued liabilities	$	15,101
	Senior Notes	194,831
	Pre-filing accrued interest on Senior Notes	12,656
	Total current liabilities subject to compromise	$	222,588

LONGTERM_DEBT_Tables

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2013
LONG-TERM DEBT	'
Schedule of long-term debt	'
		At September 30, 2013									At December 31, 2012
		(In thousands)
		Principal			Unamortized			Total			Principal		Unamortized		Total
					Discount								Discount
	Existing Credit Facility — secured	$	182,477		$	—		$	182,477		$	148,000	$	—	$	148,000
	Senior Notes — subject to compromise	200,558			5,727			194,831			198,985		6,675		192,310
		383,035			5,727			377,308			346,985		6,675		340,310
	Current portion of long-term debt	(182,477		)	—			(182,477		)	—		—		—
	Current portion of long-term debt— liabilities subject to compromise (Note 2)	(200,558		)	(5,727		)	(194,831		)	—		—		—
	Long-term debt	$	—		$	—		$	—		$	346,985	$	6,675	$	340,310

DERIVATIVE_INSTRUMENTS_Tables

DERIVATIVE INSTRUMENTS (Tables)	9 Months Ended
	Sep. 30, 2013
DERIVATIVE INSTRUMENTS	'
Summary of the amounts of derivative instrument gains and losses reported in the statements of operations	'
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
		(In thousands)
	Realized (gains) losses on derivative instruments	$	4,487		$	(8,134	)	$	3,225	$	(22,031	)
	Unrealized (gains) losses on derivative instruments	(254		)	15,412			4,409		11,041
	Losses (gains) on derivative instruments	$	4,233		$	7,278		$	7,634	$	(10,990	)

FAIR_VALUE_MEASUREMENTS_Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2013
FAIR VALUE MEASUREMENTS	'
Schedule of carrying amounts and fair values of the financial instruments	'
		Fair Value	At September 30, 2013				At December 31, 2012
		Hierarchy	Carrying		Fair		Carrying		Fair Value
		Level	Amount		Value		Amount
		(In thousands)
	Assets:
	Cash	—	$	8,308	$	8,308	$	28	$	28
	Accounts receivable	—	11,591		11,591		16,502		16,502
	Derivative instruments	2	—		—		5,703		5,703
	Liabilities:
	Bank overdraft	—	—		—		4,872		4,872
	Accounts payable and accrued liabilities	—	—		—		32,468		32,468
	Accrued interest	—	—		—		7,742		7,742
	Derivative instruments	2	—		—		1,294		1,294
	Current portion of long-term debt (Existing Credit Facility)	2	182,477		182,477		—		—
	Current liabilities subject to compromise:
	Accounts payable and accrued liabilities	—	15,101		15,101		—		—
	Accrued interest	—	12,656		12,656		—		—
	Current portion of long-term debt (Senior Notes)	1	194,831		120,903		—		—
	Total current liabilities subject to compromise		222,588		148,660		—		—
	Long-term debt:
	Existing Credit Facility	2	—		—		148,000		148,000
	Senior Notes	1	—		—		192,310		186,046
	Total long-term debt		—		—		340,310		334,046
	Capital lease obligation	2	3,856		3,856		5,738		5,738

LOSS_PER_SHARE_Tables

LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2013
LOSS PER SHARE	'
Schedule of calculation of basic and diluted loss per share of common stock	'
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013			2012
		(In thousands)
	Net loss	$	(14,987	)	$	(124,301	)	$	(59,033	)	$	(238,844	)
	Net earnings attributable to participating securities	—			—			—			—
	Net loss attributable to common stock for basic and diluted earnings per share	$	(14,987	)	$	(124,301	)	$	(59,033	)	$	(238,844	)
	Weighted average number of shares of common stock outstanding during the period for basic earnings per share	86,584			85,016			86,089			85,008
	Dilutive effects of potential shares of common stock	—			—			—			—
	Weighted average number of shares of common stock outstanding during the period, including the effects of dilutive potential shares of common stock, for diluted earnings per share	86,584			85,016			86,089			85,008
	Basic loss per share of common stock	$	(0.17	)	$	(1.46	)	$	(0.69	)	$	(2.81	)
	Diluted loss per share of common stock	$	(0.17	)	$	(1.46	)	$	(0.69	)	$	(2.81	)

STOCKBASED_COMPENSATION_Tables

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2013
STOCK-BASED COMPENSATION	'
Schedule of reconciliation of the change in number of units outstanding for each of the Company's long-term incentive plans	'
		Phantom		Phantom		Performance		Stock		Restricted		Total
		Stock Units —		Stock Units —		Units		Options		Stock
		Stock		Cash or
				Cash or
				Stock
	Outstanding as of December 31, 2012	979,530		400,551		—		644,706		67,935		2,092,722
	Awarded	636,166		4,790,081		2,671,171		—		271,740		8,369,158
	Vested	(910,380	)	(1,631,977	)	(1,254,330	)	—		(67,935	)	(3,864,622	)
	Forfeited	(96,669	)	(420,786	)	—		(67,224	)	—		(584,679	)
	Cancelled	—		—		—		(255,188	)	—		(255,188	)
	Outstanding as of September 30, 2013	608,647		3,137,869		1,416,841		322,294		271,740		5,757,391
	Outstanding as of September 30, 2012	1,014,132		460,208		—		646,856		67,935		2,189,131

CONDENSED_CONSOLIDATING_FINANC1

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2013
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
Schedule of condensed consolidating balance sheet	'
	(In thousands of Canadian dollars)
		At September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	ASSETS
	Current assets:
	Cash	$	30		$	—		$	8,278		$	—		$	8,308
	Accounts receivable	1,099			492			11,214			(1,214		)	11,591
	Prepaid expenses and other current assets	423			—			6,488			—			6,911
	Total current assets	1,552			492			25,980			(1,214		)	26,810
	Property and equipment, at cost:
	Oil and natural gas properties, full cost method of accounting:
	Proved, net of accumulated depletion	—			—			344,579			—			344,579
	Unproved	—			—			146,872			—			146,872
	Net oil and natural gas properties	—			—			491,451			—			491,451
	Other property and equipment, net of accumulated depreciation and amortization	—			—			62,523			—			62,523
	Net property and equipment	—			—			553,974			—			553,974
	Investment in affiliate	55,356			58,063			—			(113,419		)	—
	Other assets	—						2,223			—			2,223
		$	56,908		$	58,555		$	582,177		$	(114,633	)	$	583,007
	LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities:
	Accounts payable and accrued liabilities	$	—		$	—		$	—		$	—		$	—
	Current portion of long-term debt — secured	—			—			182,477			—			182,477
	Capital lease obligation - secured	—			—			1,309			—			1,309
	Other current liabilities	33			—			950			—			983
	Total current liabilities not subject to compromise	33			—			184,736			—			184,769
	Current liabilities subject to compromise (note 2)	184			—			223,618			(1,214		)	222,588
	Long-term debt	—			—			—			—			—
	Asset retirement obligations	—			—			13,982			—			13,982
	Capital lease obligation - secured	—			—			2,547			—			2,547
	Other liabilities	23			—			1,199			—			1,222
	Total long-term liabilities not subject to compromise	23			—			17,728			—			17,751
	Stockholders’ equity:
	Common stock	852			39,135			832,750			(871,885		)	852
	Capital surplus	367,003			19,027			143,138			457,282			986,450
	Retained earnings (accumulated deficit)	(311,592		)	393			(819,512		)	301,184			(829,527		)
	Accumulated other comprehensive income (loss)	405			—			(281		)	—			124
	Total stockholders’ equity	56,668			58,555			156,095			(113,419		)	157,899
		$	56,908		$	58,555		$	582,177		$	(114,633	)	$	583,007
	(In thousands of Canadian dollars)
		At December 31, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor
					Subsidiaries
	ASSETS
	Current assets:
	Cash	$	—		$	—		$	28		$	—		$	28
	Accounts receivable	3,198			486			16,129			(3,311		)	16,502
	Derivative instruments	—			—			4,409			—			4,409
	Prepaid expenses and other current assets	148			—			4,799			—			4,947
	Total current assets	3,346			486			25,365			(3,311		)	25,886
	Property and equipment, at cost:
	Oil and natural gas properties, full cost method of accounting:
	Proved, net of accumulated depletion	—			—			376,203			—			376,203
	Unproved	—			—			148,956			—			148,956
	Net oil and natural gas properties	—			—			525,159			—			525,159
	Other property and equipment, net of accumulated depreciation and amortization	—			—			65,096			—			65,096
	Net property and equipment	—			—			590,255			—			590,255
	Investment in affiliate	110,882			58,063			—			(168,945		)	—
	Other assets	—			—			6,662			—			6,662
		$	114,228		$	58,549		$	622,282		$	(172,256	)	$	622,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdraft	$	44		$	—		$	4,828		$	—		$	4,872
Accounts payable and accrued liabilities	241			—			35,538			(3,311		)	32,468
Accrued interest	—			—			7,742			—			7,742
Capital lease obligation - secured	—			—			1,217			—			1,217
Other current liabilities	164			—			2,400			—			2,564
Total current liabilities not subject to compromise	449			—			51,725			(3,311		)	48,863
Current liabilities subject to compromise	—			—			—			—			—
Long-term debt	—			—			340,310			—			340,310
Asset retirement obligations	—			—			12,839			—			12,839
Capital lease obligation - secured	—			—			4,521			—			4,521
Other liabilities	107			—			1,201			—			1,308
Total long-term liabilities not subject to compromise	107			—			358,871			—			358,978
Stockholders’ equity:
Common stock	835			39,135			832,750			(871,885		)	835
Capital surplus	364,991			19,027			143,138			457,282			984,438
Retained earnings (accumulated deficit)	(252,559		)	387			(763,980		)	245,658			(770,494		)
Accumulated other comprehensive income (loss)	405			—			(222		)	—			183
Total stockholders’ equity	113,672			58,549			211,686			(168,945		)	214,962
	$	114,228		$	58,549		$	622,282		$	(172,256	)	$	622,803
Schedule of condensed consolidating statement of operations	'
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Revenues:
	Oil and natural gas	$	—		$	—		$	26,366		$	—		$	26,366
	Interest and other	—			—			6			—			6
	Total revenues	—			—			26,372			—			26,372
	Costs, expenses and other:
	Lease operating expenses	—			—			7,732			—			7,732
	Production and property taxes	—			—			703			—			703
	Transportation and processing	—			—			3,035			—			3,035
	General and administrative	839			5			1,642			—			2,486
	Depreciation, depletion and amortization	—			—			17,228			—			17,228
	Interest expense	—			—			7,674			—			7,674
	Accretion of asset retirement obligations	—			—			337			—			337
	Foreign currency exchange losses (gains)	20			10			(4,413		)	—			(4,383		)
	Loss (gains) on derivative instruments	—			—			4,233			—			4,233
	Equity loss in affiliates	14,128			—			—			(14,128		)	—
	Reorganization costs	—			—			2,082						2,082
	Other, net	—			—			232			—			232
	Total costs, expenses and other	14,987			15			40,485			(14,128		)	41,359
	Earnings (loss) before income taxes	(14,987		)	(15		)	(14,113		)	14,128			(14,987		)
	Income tax expense	—			—			—			—			—
	Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Revenues:
	Oil and natural gas	$	—		$	—		$	38,188		$	—		$	38,188
	Interest and other	—			—			8			—			8
	Total revenues	—			—			38,196			—			38,196
	Costs, expenses and other:
	Lease operating expenses	—			—			11,961			—			11,961
	Production and property taxes	—			—			831			—			831
	Transportation and processing	—			—			3,510			—			3,510
	General and administrative	1,089			2			2,959			—			4,050
	Depreciation, depletion and amortization	—			—			30,236			—			30,236
	Ceiling test write-down of oil and natural gas properties	—			—			142,879			—			142,879
	Interest expense	—			—			8,181			—			8,181
	Accretion of asset retirement obligations	—			—			350			—			350
	Foreign currency exchange losses (gains)	29			17			(7,042		)	—			(6,996		)
	Gains on derivative instruments	—			—			7,278			—			7,278
	Equity loss in affiliates	123,180			—			—			(123,180		)	—
	Other, net	3			—			135			—			138
	Total costs, expenses and other	124,301			19			201,278			(123,180		)	202,418
	Earnings (loss) before income taxes	(124,301		)	(19		)	(163,082		)	123,180			(164,222		)
	Income tax recovery	—			—			(39,921		)	—			(39,921		)
	Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
	(In thousands of Canadian dollars)
		Nine Months Ended September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Revenues:
	Oil and natural gas	$	—		$	—		$	86,254		$	—		$	86,254
	Interest and other	—			—			11			—			11
	Total revenues	—			—			86,265			—			86,265
	Costs, expenses and other:
	Lease operating expenses	—			—			24,651			—			24,651
Production and property taxes	—			—			1,842			—			1,842
Transportation and processing	—			—			9,716			—			9,716
General and administrative	3,595			10			11,101			—			14,706
Depreciation, depletion and amortization	—			—			54,473			—			54,473
Interest expense	—			—			22,716			—			22,716
Accretion of asset retirement obligations	—			—			861			—			861
Foreign currency exchange losses (gains)	(88		)	(16		)	6,717			—			6,613
Losses on derivative instruments	—			—			7,634			—			7,634
Equity loss in affiliates	55,526			—			—			(55,526		)	—
Reorganization costs	—			—			2,082			—			2,082
Other, net	—			—			78			—			78
Total costs, expenses and other	59,033			(6		)	141,871			(55,526		)	145,372
Earnings (loss) before income taxes	(59,033		)	6			(55,606		)	55,526			(59,107		)
Income tax recovery	—			—			(74		)	—			(74		)
Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Revenues:
Oil and natural gas	$	—		$	—		$	124,937		$	—		$	124,937
Interest and other	—			—			18			—			18
Total revenues	—			—			124,955			—			124,955
Costs, expenses and other:
Lease operating expenses	—			—			40,570			—			40,570
Production and property taxes	—			—			2,516			—			2,516
Transportation and processing	—			—			11,974			—			11,974
General and administrative	2,854			5			11,137			—			13,996
Depreciation, depletion and amortization	—			—			88,548			—			88,548
Ceiling test write-down of oil and natural gas properties	—			—			271,749			—			271,749
Interest expense	—			—			22,174			—			22,174
Accretion of asset retirement obligations	—			—			1,027			—			1,027
Foreign currency exchange losses (gains)	66			16			(3,105		)	—			(3,023		)
Gains on derivative instruments	—			—			(10,990		)	—			(10,990		)
Equity loss in affiliates	235,871			—			—			(235,871		)	—
Other, net	53			—			137			—			190
Total costs, expenses and other	238,844			21			435,737			(235,871		)	438,731
Earnings (loss) before income taxes	(238,844		)	(21		)	(310,782		)	235,871			(313,776		)
Income tax recovery	—			—			(74,932		)	—			(74,932		)
Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
Schedule of condensed consolidating statement of comprehensive income	'
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
	Other comprehensive income:
	Amortization of accumulated actuarial loss, net of tax	—			—			5			—			5
	Total other comprehensive income	—			—			5			—			5
	Comprehensive (loss) income	$	(14,987	)	$	(15	)	$	(14,108	)	$	14,128		$	(14,982	)
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
	Other comprehensive income:
	Amortization of accumulated actuarial loss, net of tax	—			—			4			—			4
	Total other comprehensive income	—			—			4			—			4
	Comprehensive (loss) income	$	(124,301	)	$	(19	)	$	(123,157	)	$	123,180		$	(124,297	)
	(In thousands of Canadian dollars)
		Nine Months Ended September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
	Other comprehensive income (loss):
	Amortization of accumulated actuarial loss, net of tax	—			—			(59		)	—			(59		)
	Total other comprehensive income	—			—			(59		)	—			(59		)
	Comprehensive (loss) income	$	(59,033	)	$	6		$	(55,591	)	$	55,526		$	(59,092	)
	(In thousands of Canadian dollars)
		Nine Months Ended September 30, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
	Other comprehensive income:
	Amortization of accumulated actuarial loss, net of tax	—			—			14			—			14
	Total other comprehensive income	—			—			14			—			14
	Comprehensive (loss) income	$	(238,844	)	$	(21	)	$	(235,836	)	$	235,871		$	(238,830	)
Schedule of condensed consolidating statement of cash flows	'
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2013
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Operating activities:
	Net earnings (loss)	$	(14,987	)	$	(15	)	$	(14,113	)	$	14,128		$	(14,987	)
	Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
	Depreciation, depletion and amortization	—			—			17,228			—			17,228
	Amortization of deferred costs	—			—			660			—			660
	Accretion of asset retirement obligations	—			—			337			—			337
	Unrealized foreign currency exchange gains	—			—			(4,545		)	—			(4,545		)
	Unrealized gains on derivative instruments	—			—			(254		)	—			(254		)
	Stock-based compensation	141			—			90			—			231
	Equity loss in affiliates	14,128			—			—			(14,128		)	—
	Other, net	—			—			864			—			864
	Changes in operating assets and liabilities:
	Accounts receivable	13			—			119			—			132
	Prepaid expenses and other current assets	200			—			(13		)	—			187
	Accounts payable and accrued liabilities	(282		)	—			(1,262		)	—			(1,544		)
	Accrued interest and other current liabilities	—			—			4,813			—			4,813
	Net cash provided by (used in) operating activities	(787		)	(15		)	3,924			—			3,122
	Investing activities:
	Capital expenditures for property and equipment:
	Exploration, development and acquisition costs	—			—			(2,877		)	—			(2,877		)
	Other fixed assets	—			—			(65		)	—			(65		)
	Proceeds from divestiture of assets, net	—			—			28			—			28
	Net cash used in investing activities	—			—			(2,914		)	—			(2,914		)
	Financing activities:
	Repayment of long-term debt	—			—			—			—			—
	Debt issuance costs	—			—			(189		)	—			(189		)
	Proceeds from bank borrowings	—			—			208,477			—			208,477
	Repayments of bank borrowings	—			—			(204,000		)	—			(204,000		)
	Change in intercompany balances	803			15			(818		)	—			—
	Change in bank overdrafts	—			—			—			—			—
	Issuance of common stock	2			—			—			—			2
	Capital lease payments	—			—			(1,281		)	—			(1,281		)
	Other, net	—			—			27			—			27
	Net cash provided by (used in) financing activities	805			15			2,216			—			3,036
	Net increase in cash	18			—			3,226			—			3,244
	Cash at beginning of period	12			—			5,052			—			5,064
	Cash at end of period	$	30		$	—		$	8,278		$	—		$	8,308
	(In thousands of Canadian dollars)
		Three Months Ended September 30, 2012
		Parent			Combined			Subsidiary			Eliminations			Consolidated
		Guarantor			Guarantor			Issuer
					Subsidiaries
	Operating activities:
	Net earnings (loss)	$	(124,301	)	$	(19	)	$	(123,161	)	$	123,180		$	(124,301	)
	Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
	Depreciation, depletion and amortization	—			—			30,236			—			30,236
	Ceiling test write-down of oil and natural gas properties	—			—			142,879			—			142,879
	Amortization of deferred costs	—			—			648			—			648
	Accretion of asset retirement obligations	—			—			350			—			350
	Deferred income tax recovery	—			—			(39,921		)	—			(39,921		)
	Unrealized foreign currency exchange losses	—			—			(6,963		)	—			(6,963		)
	Unrealized gains on derivative instruments	—			—			15,412			—			15,412
	Stock-based compensation	238			—			903			—			1,141
	Equity loss in affiliates	123,180			—			—			(123,180		)	—
	Other, net	(1		)	—			328			—			327
	Changes in operating assets and liabilities:
	Accounts receivable	(10		)	—			1,597			—			1,587
	Prepaid expenses and other current assets	211			—			(634		)	—			(423		)
Accounts payable and accrued liabilities	(17		)	—			4,245			—			4,228
Accrued interest and other current liabilities	218			—			(5,525		)	—			(5,307		)
Net cash provided by (used in) operating activities	(482		)	(19		)	20,394			—			19,893
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(30,196		)	—			(30,196		)
Other fixed assets	—			—			(425		)	—			(425		)
Proceeds from divestiture of assets, net	—			—			8,238			—			8,238
Net cash used in investing activities	—			—			(22,383		)	—			(22,383		)
Financing activities:
Proceeds from bank borrowings	—			—			924,000			—			924,000
Repayments of bank borrowings	—			—			(916,000		)	—			(916,000		)
Change in intercompany balances	560			19			(579		)	—			—
Change in bank overdrafts	(81		)	—			(5,766		)	—			(5,847		)
Capital lease payments	—			—			(369		)	—			(369		)
Other, net	—			—			1			—			1
Net cash provided by (used in) financing activities	479			19			1,287			—			1,785
Net increase (decrease) in cash	(3		)	—			(702		)	—			(705		)
Cash at beginning of period	35			—			845			—			880
Cash at end of period	$	32		$	—		$	143		$	—		$	175
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2013
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(59,033	)	$	6		$	(55,532	)	$	55,526		$	(59,033	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			54,473			—			54,473
Amortization of deferred costs	—			—			1,921			—			1,921
Accretion of asset retirement obligations	—			—			861			—			861
Deferred income tax recovery	—			—			(74		)	—			(74		)
Unrealized foreign currency exchange losses	—			—			6,515			—			6,515
Unrealized losses on derivative instruments	—			—			4,409			—			4,409
Stock-based compensation	456			—			2,553			—			3,009
Equity loss in affiliates	55,526			—			—			(55,526		)	—
Other, net	—			—			(2,928		)	—			(2,928		)
Changes in operating assets and liabilities:
Accounts receivable	(2		)	—			4,915			—			4,913
Prepaid expenses and other current assets	(275		)	—			431			—			156
Accounts payable and accrued liabilities	(57		)	—			(9,781		)	—			(9,838		)
Accrued interest and other current liabilities	—			—			5,046			—			5,046
Net cash provided by (used in) operating activities	(3,385		)	6			12,809			—			9,430
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(39,965		)	—			(39,965		)
Other fixed assets	—			—			(148		)	—			(148		)
Proceeds from divestiture of assets, net	—			—			16,208			—			16,208
Net cash used in investing activities	—			—			(23,905		)	—			(23,905		)
Financing activities:
Repayment of long-term debt	—			—			(4,589		)	—			(4,589		)
Debt issuance costs	—			—			(275		)	—			(275		)
Proceeds from bank borrowings	—			—			1,228,477			—			1,228,477
Repayments of bank borrowings	—			—			(1,194,000		)	—			(1,194,000		)
Change in intercompany balances	3,442			(6		)	(3,436		)	—			—
Change in bank overdrafts	(44		)	—			(4,828		)	—			(4,872		)
Issuance of common stock	17			—			—			—			17
Capital lease payments	—			—			(1,882		)	—			(1,882		)
Other, net	—			—			(121		)	—			(121		)
Net cash provided by (used in) financing activities	3,415			(6		)	19,346			—			22,755
Net increase in cash	30			—			8,250			—			8,280
Cash at beginning of period	—			—			28			—			28
Cash at end of period	$	30		$	—		$	8,278		$	—		$	8,308
(In thousands of Canadian dollars)
	Nine Months Ended September 30, 2012
	Parent			Combined			Subsidiary			Eliminations			Consolidated
	Guarantor			Guarantor			Issuer
				Subsidiaries
Operating activities:
Net earnings (loss)	$	(238,844	)	$	(21	)	$	(235,850	)	$	235,871		$	(238,844	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization	—			—			88,548			—			88,548
Ceiling test write-down of oil and natural gas properties	—			—			271,749			—			271,749
Amortization of deferred costs	—			—			1,750			—			1,750
Accretion of asset retirement obligations	—			—			1,027						1,027
Deferred income tax recovery	—			—			(74,932		)	—			(74,932		)
Unrealized foreign currency exchange losses	—			—			(3,031		)	—			(3,031		)
Unrealized gains on derivative instruments	—			—			11,041			—			11,041
Stock-based compensation	618			—			2,243			—			2,861
Equity loss in affiliates	235,871			—			—			(235,871		)	—
Other, net	—			—			(390		)	—			(390		)
Changes in operating assets and liabilities:
Accounts receivable	(40		)	—			11,978			—			11,938
Prepaid expenses and other current assets	(109		)	—			874			—			765
Accounts payable and accrued liabilities	(404		)	—			(17,120		)	—			(17,524		)
Accrued interest and other current liabilities	218			—			2,625			—			2,843
Net cash provided by (used in) operating activities	(2,690		)	(21		)	60,512			—			57,801
Investing activities:
Capital expenditures for property and equipment:
Exploration, development and acquisition costs	—			—			(160,451		)	—			(160,451		)
Other fixed assets	—			—			(2,074		)	—			(2,074		)
Proceeds from divestiture of assets, net	—			—			8,518			—			8,518
Net cash used in investing activities	—			—			(154,007		)	—			(154,007		)
Financing activities:
Net proceeds from issuance of long-term debt	—			—			192,052			—			192,052
Debt issuance costs	—			—			(1,295		)	—			(1,295		)
Proceeds from bank borrowings	—			—			2,390,000			—			2,390,000
Repayments of bank borrowings	—			—			(2,484,000		)	—			(2,484,000		)
Change in intercompany balances	2,449			21			(2,470		)	—			—
Change in bank overdrafts	—			—			454			—			454
Capital lease payments	—			—			(1,107		)	—			(1,107		)
Other, net	—			—			1			—			1
Net cash provided by financing activities	2,449			21			93,635			—			96,105
Net increase (decrease) in cash	(241		)	—			140			—			(101		)
Cash at beginning of period	273			—			3			—			276
Cash at end of period	$	32		$	—		$	143		$	—		$	175

ORGANIZATION_AND_BASIS_OF_PRES1

ORGANIZATION AND BASIS OF PRESENTATION (Details)	9 Months Ended
	Sep. 30, 2013
	item
ORGANIZATION AND BASIS OF PRESENTATION	'
Number of industry segments in which the company conducts its operations	1
Number of countries in which the company conducts its operations	1

CREDITOR_PROTECTION_PROCEEDING2

CREDITOR PROTECTION PROCEEDINGS, LIQUIDITY AND GOING CONCERN (Details)

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 25, 2013

Sep. 24, 2013

Sep. 30, 2013

Sep. 25, 2013

Sep. 24, 2013

Sep. 25, 2013

Sep. 30, 2013

Sep. 25, 2013

Oct. 24, 2013

CAD

CAD

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

Senior Notes

Senior Notes

Senior Notes

Senior Notes

Senior Notes

Credit Facility

Credit Facility

Credit Facility

DIP Credit Facility - Subject to Creditor Protection Proceedings

CAD

Forecast

Noteholders

LPR Canada

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

LPR Canada

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

CAD

Private offering

USD ($)

CAD

LPR Canada

LPR Canada

CAD

CAD

LPR Canada

Subsequent event

USD ($)

USD ($)

CAD

CAD

Liquidity and going concern

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Interest rate (as a percent)

'

'

'

'

'

'

'

'

'

10.38%

'

'

'

'

Percentage of senior notes held by certain noteholders

'

'

'

'

'

'

75.00%

'

'

'

'

'

'

'

Principal and accrued interest outstanding

377,308,000

340,310,000

'

'

'

$207,400,000

'

'

$207,400,000

'

'

'

'

'

Amount outstanding

'

'

'

'

'

'

'

'

'

'

180,000,000

'

180,000,000

'

Available borrowings

'

'

'

'

'

'

'

'

'

'

'

'

'

10,000,000

Current liabilities subject to compromise

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Accounts payable and accrued liabilities

'

'

15,101,000

'

'

'

'

'

'

'

'

'

'

'

Senior Notes

'

'

'

'

'

'

'

194,831,000

'

'

'

'

'

'

Pre-filing accrued interest on Senior Notes

'

'

'

'

'

'

'

12,656,000

'

'

'

'

'

'

Total current liabilities subject to compromise

222,588,000

'

222,588,000

'

'

'

'

'

'

'

'

'

'

'

Realized loss on early settlements of debt

'

'

'

'

'

'

'

'

'

'

'

2,500,000

'

'

Outstanding equity securities

852,000

835,000

'

0

'

'

'

'

'

'

'

'

'

'

Plan of compromise and arrangement

'

'

'

'

'

'

'

'

'

'

'

'

'

'

New equity investment

'

'

'

'

$100,000,000

'

'

'

'

'

'

'

'

'

DISPOSITIONS_Details

DISPOSITIONS (Details) (CAD)	3 Months Ended				9 Months Ended
	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
DISPOSITIONS	'	'	'	'	'	'
Proceeds from the divestiture of certain non-core properties	28,000	2,500,000	13,700,000	8,238,000	16,208,000	8,518,000
Gain or loss on sale of oil and natural gas proved properties	'	'	'	'	0	'

PROPERTY_AND_EQUIPMENT_Details

PROPERTY AND EQUIPMENT (Details) (CAD)	3 Months Ended	9 Months Ended	12 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2012
PROPERTY AND EQUIPMENT	'	'	'
Period of average trailing natural gas prices	'	'	'12 months
Ceiling test write-down of oil and natural gas properties	142,879	271,749	'

LONGTERM_DEBT_Details

LONG-TERM DEBT (Details)

Sep. 30, 2013

Dec. 31, 2012

Sep. 25, 2013

Sep. 25, 2013

Sep. 25, 2013

Sep. 25, 2013

Oct. 24, 2013

Oct. 24, 2013

Oct. 24, 2013

Oct. 24, 2013

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Feb. 14, 2012

Sep. 30, 2013

Sep. 30, 2013

CAD

CAD

Existing Credit Facility - Secured

Existing Credit Facility - Secured

Senior Notes - subject to compromise

Senior Notes - subject to compromise

DIP Credit Facility - Subject to Creditor Protection Proceedings

DIP Credit Facility - Subject to Creditor Protection Proceedings

DIP Credit Facility - Subject to Creditor Protection Proceedings

DIP Credit Facility - Subject to Creditor Protection Proceedings

Existing Credit Facility - secured

Existing Credit Facility - secured

Senior Notes - subject to compromise

Senior Notes - subject to compromise

Senior Notes - subject to compromise

Long-term debt

Long-term debt liabilities subject to compromise

LPR Canada

LPR Canada

LPR Canada

LPR Canada

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

LPR Canada

LPR Canada

CAD

CAD

CAD

CAD

LPR Canada

CAD

CAD

CAD

Restructuring plan under Creditor Protection Proceedings

USD ($)

Restructuring plan under Creditor Protection Proceedings

Subsequent event

Minimum

Restructuring plan under Creditor Protection Proceedings

Restructuring plan under Creditor Protection Proceedings

USD ($)

CAD

USD ($)

CAD

Subsequent event

Subsequent event

Maximum

Subsequent event

CAD

Debt

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Total long-term debt, Principal

383,035,000

346,985,000

'

'

'

'

'

'

'

'

182,477,000

148,000,000

200,558,000

198,985,000

'

'

'

Total long-term debt, Unamortized Discount

5,727,000

6,675,000

'

'

'

'

'

'

'

'

'

'

5,727,000

6,675,000

'

'

'

Total long-term debt, Total

377,308,000

340,310,000

'

'

207,400,000

207,400,000

'

'

'

'

182,477,000

148,000,000

194,831,000

192,310,000

'

'

'

Current portion of long-term debt, Principal

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

-182,477,000

-200,558,000

Current portion of long-term debt, Unamortized Discount

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

-5,727,000

Total current portion of long-term debt

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

-182,477,000

-194,831,000

Long-term debt, Principal

'

346,985,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Long-term debt, Unamortized Discount

'

6,675,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Long-term debt, Total

'

340,310,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Notional amount of the credit facility

'

'

'

'

'

'

'

'

'

'

500,000,000

'

'

'

'

'

'

Borrowing base to determine availability

'

'

'

'

'

'

'

'

'

10,000,000

185,000,000

275,000,000

'

'

'

'

'

Amount outstanding

'

'

180,000,000

180,000,000

'

'

'

'

'

'

183,000,000

148,000,000

'

'

'

'

'

Weighted average interest rate (as a percent)

'

'

'

'

'

'

'

'

'

'

4.70%

'

'

'

'

'

'

Aggregate principal amount of notes issued

'

'

'

'

'

'

'

'

'

'

'

'

'

'

200,000,000

'

'

Available borrowings

'

'

'

'

'

'

10,000,000

'

'

'

'

'

'

'

'

'

'

Variable interest rate basis

'

'

'

'

'

'

'

'

'Prime

'

'

'

'

'

'

'

'

Interest rate margin (as a percent)

'

'

'

'

'

'

'

'

5.00%

'

'

'

'

'

'

'

'

Upfront fee (as a percent)

'

'

'

'

'

'

'

'

2.00%

'

'

'

'

'

'

'

'

Commitment fee on the unutilized commitments (as a percent)

'

'

'

'

'

'

'

'

0.75%

'

'

'

'

'

'

'

'

Variance from amount set out in cash flow model most recently filed with the CCAA Court in the week in which there is an amount outstanding under the Agreement

'

'

'

'

'

'

'

'

'

500,000

'

'

'

'

'

'

'

Variance from amount set out in cash flow model most recently filed with the CCAA Court in the week in which there is an amount outstanding under the Agreement, as a percentage of amount set out in cash flow model

'

'

'

'

'

'

'

'

'

15.00%

'

'

'

'

'

'

'

Variance from amount set out in cash flow model most recently filed with the CCAA Court from the date of the CCAA Initial Order through the week in which there is an amount outstanding under the Agreement

'

'

'

'

'

'

'

'

'

1,000,000

'

'

'

'

'

'

'

Variance from amount set out in cash flow model most recently filed with the CCAA Court from the date of the CCAA Initial Order through the week in which there is an amount outstanding under the Agreement, as a percentage of amount set out in cash flow model

'

'

'

'

'

'

'

'

'

15.00%

'

'

'

'

'

'

'

Approval percentage of lenders required for filing of new cash flow model containing a Material Adverse Change from the cash flow model most recently filed with the CCAA Court

'

'

'

'

'

'

'

66.67%

'

'

'

'

'

'

'

'

'

DERIVATIVE_INSTRUMENTS_Details

DERIVATIVE INSTRUMENTS (Details) (CAD)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative contracts not designated as hedging instruments and the location of gain or (loss) recognized in the statements of operations	'	'	'	'
Realized (gains) losses on derivative instruments	4,487	-8,134	3,225	-22,031
Unrealized (gains) losses on derivative instruments	-254	15,412	4,409	11,041
Losses (gains) on derivative instruments	4,233	7,278	7,634	-10,990

FAIR_VALUE_MEASUREMENTS_Detail

FAIR VALUE MEASUREMENTS (Details)

Sep. 30, 2013

Jun. 30, 2013

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2011

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Dec. 31, 2012

CAD

CAD

CAD

CAD

CAD

CAD

Carrying Amount

Carrying Amount

Carrying Amount

Carrying Amount

Carrying Amount

Carrying Amount

Fair Value

Fair Value

Fair Value

Fair Value

Level 1

Level 1

Level 2

Level 2

Level 2

Level 2

CAD

CAD

Existing Credit Facility

Existing Credit Facility

Senior Notes

Senior Notes

CAD

CAD

Senior Notes

Senior Notes

Fair Value

Fair Value

Fair Value

Fair Value

Fair Value

Fair Value

CAD

CAD

CAD

CAD

USD ($)

USD ($)

Senior Notes

Senior Notes

CAD

CAD

Existing Credit Facility

Existing Credit Facility

CAD

CAD

CAD

CAD

Assets:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Cash

8,308,000

5,064,000

28,000

175,000

880,000

276,000

8,308,000

28,000

'

'

'

'

8,308,000

28,000

'

'

'

'

'

'

'

'

Accounts receivable

'

'

'

'

'

'

11,591,000

16,502,000

'

'

'

'

11,591,000

16,502,000

'

'

'

'

'

'

'

'

Derivative instruments

'

'

'

'

'

'

'

5,703,000

'

'

'

'

'

'

'

'

'

'

'

5,703,000

'

'

Liabilities:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Bank overdraft

'

'

4,872,000

'

'

'

'

4,872,000

'

'

'

'

'

4,872,000

'

'

'

'

'

'

'

'

Accounts payable and accrued liabilities

'

'

'

'

'

'

'

32,468,000

'

'

'

'

'

32,468,000

'

'

'

'

'

'

'

'

Accrued interest

'

'

7,742,000

'

'

'

'

7,742,000

'

'

'

'

'

7,742,000

'

'

'

'

'

'

'

'

Derivative instruments

'

'

'

'

'

'

'

1,294,000

'

'

'

'

'

'

'

'

'

'

'

1,294,000

'

'

Current portion of long-term debt

'

'

'

'

'

'

'

'

182,477,000

'

'

'

'

'

'

'

'

'

'

'

182,477,000

'

Current liabilities subject to compromise

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Accounts payable and accrued liabilities

'

'

'

'

'

'

15,101,000

'

'

'

'

'

15,101,000

'

'

'

'

'

'

'

'

'

Accrued interest

'

'

'

'

'

'

12,656,000

'

'

'

'

'

12,656,000

'

'

'

'

'

'

'

'

'

Current portion of long-term debt (Senior Notes)

'

'

'

'

'

'

'

'

'

'

194,831,000

'

'

'

'

'

120,903,000

'

'

'

'

'

Total current liabilities subject to compromise

222,588,000

'

'

'

'

'

222,588,000

'

'

'

'

'

148,660,000

'

'

'

'

'

'

'

'

'

Long-term debt:

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Total long-term debt

'

'

'

'

'

'

'

340,310,000

'

148,000,000

'

192,310,000

'

334,046,000

'

'

'

186,046,000

'

'

'

148,000,000

Capital lease obligation

'

'

'

'

'

'

3,856,000

5,738,000

'

'

'

'

'

'

'

'

'

'

3,856,000

5,738,000

'

'

Face amount

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$195,000,000

$200,000,000

'

'

'

'

'

'

Market price per US$100 USD face amount

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$60.31

$93.50

'

'

'

'

'

'

Face amount used in calculation of fair value

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$100

$100

'

'

'

'

'

'

LOSS_PER_SHARE_Details

LOSS PER SHARE (Details) (CAD)	3 Months Ended		9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
LOSS PER SHARE	'	'	'	'
Net loss	-14,987	-124,301	-59,033	-238,844
Net loss attributable to common stock for basic and diluted earnings per share	-14,987	-124,301	-59,033	-238,844
Weighted average number of shares of common stock outstanding during the period for basic earnings per share	86,584,000	85,016,000	86,089,000	85,008,000
Weighted average number of shares of common stock outstanding during the period, including the effects of dilutive potential shares of common stock, for diluted earnings per share	86,584,000	85,016,000	86,089,000	85,008,000
Basic loss per share of common stock (in Canadian dollars per share)	-0.17	-1.46	-0.69	-2.81
Diluted loss per share of common stock (in Canadian dollars per share)	-0.17	-1.46	-0.69	-2.81
Potential shares of common stock excluded from the diluted loss per share calculation	1,200,000	1,200,000	1,200,000	1,800,000

STOCKBASED_COMPENSATION_Detail

STOCK-BASED COMPENSATION (Details) (CAD)	9 Months Ended
In Millions, except Share data, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012
Change in number of units outstanding	'	'
Outstanding at the beginning of the period (in units)	2,092,722	2,189,131
Awarded (in units)	8,369,158	'
Vested (in units)	-3,864,622	'
Forfeited (in units)	-584,679	'
Cancelled (in units)	-255,188	'
Outstanding at the end of the period (in units)	5,757,391	2,189,131
Forecast	'	'
Change in number of units outstanding	'	'
Non-cash expense for unrecognized stock-based compensation	3	'
Phantom Stock Units - Stock	'	'
Change in number of units outstanding	'	'
Outstanding at the beginning of the period (in units)	979,530	1,014,132
Awarded (in units)	636,166	'
Vested (in units)	-910,380	'
Forfeited (in units)	-96,669	'
Outstanding at the end of the period (in units)	608,647	1,014,132
Phantom Stock Units - Cash or Cash or Stock	'	'
Change in number of units outstanding	'	'
Outstanding at the beginning of the period (in units)	400,551	460,208
Awarded (in units)	4,790,081	'
Vested (in units)	-1,631,977	'
Forfeited (in units)	-420,786	'
Outstanding at the end of the period (in units)	3,137,869	460,208
Performance Units	'	'
Change in number of units outstanding	'	'
Awarded (in units)	2,671,171	'
Vested (in units)	-1,254,330	'
Outstanding at the end of the period (in units)	1,416,841	'
Stock Options	'	'
Change in number of units outstanding	'	'
Outstanding at the beginning of the period (in units)	644,706	646,856
Forfeited (in units)	-67,224	'
Cancelled (in units)	-255,188	'
Outstanding at the end of the period (in units)	322,294	646,856
Number of options vested	112,538	'
Restricted Stock	'	'
Change in number of units outstanding	'	'
Outstanding at the beginning of the period (in units)	67,935	67,935
Awarded (in units)	271,740	'
Vested (in units)	-67,935	'
Outstanding at the end of the period (in units)	271,740	67,935

EMPLOYEE_TERMINATION_BENEFITS_

EMPLOYEE TERMINATION BENEFITS (Details) (Termination, CAD)	9 Months Ended
In Millions, unless otherwise specified	Sep. 30, 2013
Termination	'
EMPLOYEE TERMINATION BENEFITS	'
Charges for wages and benefits	3.2
Cash payment related to wages and benefits	2.7

INCOME_TAXES_Details

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
INCOME TAXES	'	'	'	'
Combined Canadian federal and provincial statutory income tax rate (as a percent)	25.00%	25.00%	25.00%	25.00%
Effective income tax rate (as a percent)	0.00%	24.00%	0.00%	24.00%

REORGANIZATION_COSTS_Details

REORGANIZATION COSTS (Details) (CAD)	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Reorganization costs	'	'
Reorganization costs	2,082,000	2,082,000
Restructuring plan under Creditor Protection Proceedings	'	'
Reorganization costs	'	'
Reorganization costs	2,100,000	2,100,000
Professional fees	1,800,000	1,800,000
Costs related to Retention Program	300,000	300,000
Reorganization costs included in accrued liabilities	1,100,000	1,100,000

CONDENSED_CONSOLIDATING_FINANC2

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) (CAD)	9 Months Ended
	Sep. 30, 2013
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
Amount of independent assets	0
Amount of independent operations	0
Subsidiary Issuer	'
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
Ownership interest in subsidiaries (as a percent)	100.00%
Combined Guarantor Subsidiaries	'
CONDENSED CONSOLIDATING FINANCIAL INFORMATION	'
Ownership interest in subsidiaries (as a percent)	100.00%

CONDENSED_CONSOLIDATING_FINANC3

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 2) (CAD)	Sep. 30, 2013	Jun. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Dec. 31, 2011
In Thousands, unless otherwise specified
Current assets:	'	'	'	'	'	'
Cash	8,308	5,064	28	175	880	276
Accounts receivable	11,591	'	16,502	'	'	'
Derivative instruments	'	'	4,409	'	'	'
Prepaid expenses and other current assets	6,911	'	4,947	'	'	'
Total current assets	26,810	'	25,886	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Proved, net of accumulated depletion	344,579	'	376,203	'	'	'
Unproved	146,872	'	148,956	'	'	'
Net oil and natural gas properties	491,451	'	525,159	'	'	'
Other property and equipment, net of accumulated depreciation and amortization	62,523	'	65,096	'	'	'
Net property and equipment	553,974	'	590,255	'	'	'
Other assets	2,223	'	6,662	'	'	'
TOTAL ASSETS	583,007	'	622,803	'	'	'
Current liabilities:	'	'	'	'	'	'
Bank overdraft	'	'	4,872	'	'	'
Accounts payable and accrued liabilities	'	'	32,468	'	'	'
Accrued interest	'	'	7,742	'	'	'
Current portion of long-term debt - secured	182,477	'	'	'	'	'
Capital lease obligation - secured	1,309	'	1,217	'	'	'
Other current liabilities	983	'	2,564	'	'	'
Total current liabilities not subject to compromise	184,769	'	48,863	'	'	'
Current liabilities subject to compromise (note 2)	222,588	'	'	'	'	'
Long-term debt	'	'	340,310	'	'	'
Asset retirement obligations	13,982	'	12,839	'	'	'
Capital lease obligation - secured	2,547	'	4,521	'	'	'
Other liabilities	1,222	'	1,308	'	'	'
Total long term liabilities not subject to compromise	17,751	'	358,978	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock	852	'	835	'	'	'
Capital surplus	986,450	'	984,438	'	'	'
Retained earnings (accumulated deficit)	-829,527	'	-770,494	'	'	'
Accumulated other comprehensive income (loss)	124	'	183	'	'	'
Total stockholders' equity	157,899	'	214,962	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	583,007	'	622,803	'	'	'
Parent Guarantor	'	'	'	'	'	'
Current assets:	'	'	'	'	'	'
Cash	30	12	'	32	35	273
Accounts receivable	1,099	'	3,198	'	'	'
Prepaid expenses and other current assets	423	'	148	'	'	'
Total current assets	1,552	'	3,346	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Investment in affiliate	55,356	'	110,882	'	'	'
TOTAL ASSETS	56,908	'	114,228	'	'	'
Current liabilities:	'	'	'	'	'	'
Bank overdraft	'	'	44	'	'	'
Accounts payable and accrued liabilities	'	'	241	'	'	'
Other current liabilities	33	'	164	'	'	'
Total current liabilities not subject to compromise	33	'	449	'	'	'
Current liabilities subject to compromise (note 2)	184	'	'	'	'	'
Other liabilities	23	'	107	'	'	'
Total long term liabilities not subject to compromise	23	'	107	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock	852	'	835	'	'	'
Capital surplus	367,003	'	364,991	'	'	'
Retained earnings (accumulated deficit)	-311,592	'	-252,559	'	'	'
Accumulated other comprehensive income (loss)	405	'	405	'	'	'
Total stockholders' equity	56,668	'	113,672	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	56,908	'	114,228	'	'	'
Combined Guarantor Subsidiaries	'	'	'	'	'	'
Current assets:	'	'	'	'	'	'
Accounts receivable	492	'	486	'	'	'
Total current assets	492	'	486	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Investment in affiliate	58,063	'	58,063	'	'	'
TOTAL ASSETS	58,555	'	58,549	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock	39,135	'	39,135	'	'	'
Capital surplus	19,027	'	19,027	'	'	'
Retained earnings (accumulated deficit)	393	'	387	'	'	'
Total stockholders' equity	58,555	'	58,549	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	58,555	'	58,549	'	'	'
Subsidiary Issuer	'	'	'	'	'	'
Current assets:	'	'	'	'	'	'
Cash	8,278	5,052	28	143	845	3
Accounts receivable	11,214	'	16,129	'	'	'
Derivative instruments	'	'	4,409	'	'	'
Prepaid expenses and other current assets	6,488	'	4,799	'	'	'
Total current assets	25,980	'	25,365	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Proved, net of accumulated depletion	344,579	'	376,203	'	'	'
Unproved	146,872	'	148,956	'	'	'
Net oil and natural gas properties	491,451	'	525,159	'	'	'
Other property and equipment, net of accumulated depreciation and amortization	62,523	'	65,096	'	'	'
Net property and equipment	553,974	'	590,255	'	'	'
Other assets	2,223	'	6,662	'	'	'
TOTAL ASSETS	582,177	'	622,282	'	'	'
Current liabilities:	'	'	'	'	'	'
Bank overdraft	'	'	4,828	'	'	'
Accounts payable and accrued liabilities	'	'	35,538	'	'	'
Accrued interest	'	'	7,742	'	'	'
Current portion of long-term debt - secured	182,477	'	'	'	'	'
Capital lease obligation - secured	1,309	'	1,217	'	'	'
Other current liabilities	950	'	2,400	'	'	'
Total current liabilities not subject to compromise	184,736	'	51,725	'	'	'
Current liabilities subject to compromise (note 2)	223,618	'	'	'	'	'
Long-term debt	'	'	340,310	'	'	'
Asset retirement obligations	13,982	'	12,839	'	'	'
Capital lease obligation - secured	2,547	'	4,521	'	'	'
Other liabilities	1,199	'	1,201	'	'	'
Total long term liabilities not subject to compromise	17,728	'	358,871	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock	832,750	'	832,750	'	'	'
Capital surplus	143,138	'	143,138	'	'	'
Retained earnings (accumulated deficit)	-819,512	'	-763,980	'	'	'
Accumulated other comprehensive income (loss)	-281	'	-222	'	'	'
Total stockholders' equity	156,095	'	211,686	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	582,177	'	622,282	'	'	'
Eliminations	'	'	'	'	'	'
Current assets:	'	'	'	'	'	'
Accounts receivable	-1,214	'	-3,311	'	'	'
Total current assets	-1,214	'	-3,311	'	'	'
Oil and natural gas properties, full cost method of accounting:	'	'	'	'	'	'
Investment in affiliate	-113,419	'	-168,945	'	'	'
TOTAL ASSETS	-114,633	'	-172,256	'	'	'
Current liabilities:	'	'	'	'	'	'
Accounts payable and accrued liabilities	'	'	-3,311	'	'	'
Total current liabilities not subject to compromise	'	'	-3,311	'	'	'
Current liabilities subject to compromise (note 2)	-1,214	'	'	'	'	'
Stockholders' equity:	'	'	'	'	'	'
Common stock	-871,885	'	-871,885	'	'	'
Capital surplus	457,282	'	457,282	'	'	'
Retained earnings (accumulated deficit)	301,184	'	245,658	'	'	'
Total stockholders' equity	-113,419	'	-168,945	'	'	'
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	-114,633	'	-172,256	'	'	'

CONDENSED_CONSOLIDATING_FINANC4

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 3) (CAD)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Revenues:	'	'	'	'
Oil and natural gas	26,366	38,188	86,254	124,937
Interest and other	6	8	11	18
Total revenues	26,372	38,196	86,265	124,955
Costs, expenses and other:	'	'	'	'
Lease operating expenses	7,732	11,961	24,651	40,570
Production and property taxes	703	831	1,842	2,516
Transportation and processing	3,035	3,510	9,716	11,974
General and administrative	2,486	4,050	14,706	13,996
Depreciation, depletion and amortization	17,228	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	142,879	'	271,749
Interest expense	7,674	8,181	22,716	22,174
Accretion of asset retirement obligations	337	350	861	1,027
Foreign currency exchange losses (gains)	-4,383	-6,996	6,613	-3,023
Losses (gains) on derivative instruments	4,233	7,278	7,634	-10,990
Reorganization costs	2,082	'	2,082	'
Other, net	232	138	78	190
Total costs, expenses and other	41,359	202,418	145,372	438,731
Loss before income taxes	-14,987	-164,222	-59,107	-313,776
Income tax expense (recovery)	'	-39,921	-74	-74,932
Net loss	-14,987	-124,301	-59,033	-238,844
Parent Guarantor	'	'	'	'
Costs, expenses and other:	'	'	'	'
General and administrative	839	1,089	3,595	2,854
Foreign currency exchange losses (gains)	20	29	-88	66
Equity loss in affiliates	14,128	123,180	55,526	235,871
Other, net	'	3	'	53
Total costs, expenses and other	14,987	124,301	59,033	238,844
Loss before income taxes	-14,987	-124,301	-59,033	-238,844
Net loss	-14,987	-124,301	-59,033	-238,844
Combined Guarantor Subsidiaries	'	'	'	'
Costs, expenses and other:	'	'	'	'
General and administrative	5	2	10	5
Foreign currency exchange losses (gains)	10	17	-16	16
Total costs, expenses and other	15	19	-6	21
Loss before income taxes	-15	-19	6	-21
Net loss	-15	-19	6	-21
Subsidiary Issuer	'	'	'	'
Revenues:	'	'	'	'
Oil and natural gas	26,366	38,188	86,254	124,937
Interest and other	6	8	11	18
Total revenues	26,372	38,196	86,265	124,955
Costs, expenses and other:	'	'	'	'
Lease operating expenses	7,732	11,961	24,651	40,570
Production and property taxes	703	831	1,842	2,516
Transportation and processing	3,035	3,510	9,716	11,974
General and administrative	1,642	2,959	11,101	11,137
Depreciation, depletion and amortization	17,228	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	142,879	'	271,749
Interest expense	7,674	8,181	22,716	22,174
Accretion of asset retirement obligations	337	350	861	1,027
Foreign currency exchange losses (gains)	-4,413	-7,042	6,717	-3,105
Losses (gains) on derivative instruments	4,233	7,278	7,634	-10,990
Reorganization costs	2,082	'	2,082	'
Other, net	232	135	78	137
Total costs, expenses and other	40,485	201,278	141,871	435,737
Loss before income taxes	-14,113	-163,082	-55,606	-310,782
Income tax expense (recovery)	'	-39,921	-74	-74,932
Net loss	-14,113	-123,161	-55,532	-235,850
Eliminations	'	'	'	'
Costs, expenses and other:	'	'	'	'
Equity loss in affiliates	-14,128	-123,180	-55,526	-235,871
Total costs, expenses and other	-14,128	-123,180	-55,526	-235,871
Loss before income taxes	14,128	123,180	55,526	235,871
Net loss	14,128	123,180	55,526	235,871

CONDENSED_CONSOLIDATING_FINANC5

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 4) (CAD)	3 Months Ended		9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net earnings (loss)	-14,987	-124,301	-59,033	-238,844
Other comprehensive income (loss):	'	'	'	'
Amortization of accumulated actuarial loss, net of tax	5	4	-59	14
Total other comprehensive income (loss)	5	4	-59	14
Comprehensive loss	-14,982	-124,297	-59,092	-238,830
Parent Guarantor	'	'	'	'
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net earnings (loss)	-14,987	-124,301	-59,033	-238,844
Other comprehensive income (loss):	'	'	'	'
Comprehensive loss	-14,987	-124,301	-59,033	-238,844
Combined Guarantor Subsidiaries	'	'	'	'
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net earnings (loss)	-15	-19	6	-21
Other comprehensive income (loss):	'	'	'	'
Comprehensive loss	-15	-19	6	-21
Subsidiary Issuer	'	'	'	'
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net earnings (loss)	-14,113	-123,161	-55,532	-235,850
Other comprehensive income (loss):	'	'	'	'
Amortization of accumulated actuarial loss, net of tax	5	4	-59	14
Total other comprehensive income (loss)	5	4	-59	14
Comprehensive loss	-14,108	-123,157	-55,591	-235,836
Eliminations	'	'	'	'
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)	'	'	'	'
Net earnings (loss)	14,128	123,180	55,526	235,871
Other comprehensive income (loss):	'	'	'	'
Comprehensive loss	14,128	123,180	55,526	235,871

CONDENSED_CONSOLIDATING_FINANC6

CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 5) (CAD)	3 Months Ended				9 Months Ended
In Thousands, unless otherwise specified	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Operating activities:	'	'	'	'	'	'
Net earnings (loss)	-14,987	'	'	-124,301	-59,033	-238,844
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:	'	'	'	'	'	'
Depreciation, depletion and amortization	17,228	'	'	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	'	'	142,879	'	271,749
Amortization of deferred costs	660	'	'	648	1,921	1,750
Accretion of asset retirement obligations	337	'	'	350	861	1,027
Deferred income tax recovery	'	'	'	-39,921	-74	-74,932
Unrealized foreign currency exchange losses (gains)	-4,545	'	'	-6,963	6,515	-3,031
Unrealized losses (gains) on derivative instruments	-254	'	'	15,412	4,409	11,041
Stock-based compensation	231	'	'	1,141	3,009	2,861
Other, net	864	'	'	327	-2,928	-390
Changes in operating assets and liabilities:	'	'	'	'	'	'
Accounts receivable	132	'	'	1,587	4,913	11,938
Prepaid expenses and other current assets	187	'	'	-423	156	765
Accounts payable and accrued liabilities	-1,544	'	'	4,228	-9,838	-17,524
Accrued interest and other current liabilities	4,813	'	'	-5,307	5,046	2,843
Net cash provided by operating activities	3,122	'	'	19,893	9,430	57,801
Capital expenditures for property and equipment:	'	'	'	'	'	'
Exploration, development and acquisition costs	-2,877	'	'	-30,196	-39,965	-160,451
Other fixed assets	-65	'	'	-425	-148	-2,074
Proceeds from divestiture of assets, net	28	2,500	13,700	8,238	16,208	8,518
Net cash used in investing activities	-2,914	'	'	-22,383	-23,905	-154,007
Financing activities:	'	'	'	'	'	'
Repayment of long-term debt	'	'	'	'	-4,589	'
Net proceeds from issuance of long-term debt	'	'	'	'	'	192,052
Debt issuance costs	-189	'	'	'	-275	-1,295
Proceeds from bank borrowings	208,477	'	'	924,000	1,228,477	2,390,000
Repayments of bank borrowings	-204,000	'	'	-916,000	-1,194,000	-2,484,000
Change in bank overdrafts	'	'	'	-5,847	-4,872	454
Issuance of common stock	2	'	'	'	17	'
Capital lease payments	-1,281	'	'	-369	-1,882	-1,107
Other, net	27	'	'	1	-121	1
Net cash provided by financing activities	3,036	'	'	1,785	22,755	96,105
Net increase(decrease) in cash	3,244	'	'	-705	8,280	-101
Cash at beginning of period	5,064	'	28	880	28	276
Cash at end of period	8,308	5,064	'	175	8,308	175
Parent Guarantor	'	'	'	'	'	'
Operating activities:	'	'	'	'	'	'
Net earnings (loss)	-14,987	'	'	-124,301	-59,033	-238,844
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:	'	'	'	'	'	'
Stock-based compensation	141	'	'	238	456	618
Equity loss in affiliates	14,128	'	'	123,180	55,526	235,871
Other, net	'	'	'	-1	'	'
Changes in operating assets and liabilities:	'	'	'	'	'	'
Accounts receivable	13	'	'	-10	-2	-40
Prepaid expenses and other current assets	200	'	'	211	-275	-109
Accounts payable and accrued liabilities	-282	'	'	-17	-57	-404
Accrued interest and other current liabilities	'	'	'	218	'	218
Net cash provided by operating activities	-787	'	'	-482	-3,385	-2,690
Financing activities:	'	'	'	'	'	'
Change in intercompany balances	803	'	'	560	3,442	2,449
Change in bank overdrafts	'	'	'	-81	-44	'
Issuance of common stock	2	'	'	'	17	'
Net cash provided by financing activities	805	'	'	479	3,415	2,449
Net increase(decrease) in cash	18	'	'	-3	30	-241
Cash at beginning of period	12	'	'	35	'	273
Cash at end of period	30	'	'	32	30	32
Combined Guarantor Subsidiaries	'	'	'	'	'	'
Operating activities:	'	'	'	'	'	'
Net earnings (loss)	-15	'	'	-19	6	-21
Changes in operating assets and liabilities:	'	'	'	'	'	'
Net cash provided by operating activities	-15	'	'	-19	6	-21
Financing activities:	'	'	'	'	'	'
Change in intercompany balances	15	'	'	19	-6	21
Net cash provided by financing activities	15	'	'	19	-6	21
Subsidiary Issuer	'	'	'	'	'	'
Operating activities:	'	'	'	'	'	'
Net earnings (loss)	-14,113	'	'	-123,161	-55,532	-235,850
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:	'	'	'	'	'	'
Depreciation, depletion and amortization	17,228	'	'	30,236	54,473	88,548
Ceiling test write-down of oil and natural gas properties	'	'	'	142,879	'	271,749
Amortization of deferred costs	660	'	'	648	1,921	1,750
Accretion of asset retirement obligations	337	'	'	350	861	1,027
Deferred income tax recovery	'	'	'	-39,921	-74	-74,932
Unrealized foreign currency exchange losses (gains)	-4,545	'	'	-6,963	6,515	-3,031
Unrealized losses (gains) on derivative instruments	-254	'	'	15,412	4,409	11,041
Stock-based compensation	90	'	'	903	2,553	2,243
Other, net	864	'	'	328	-2,928	-390
Changes in operating assets and liabilities:	'	'	'	'	'	'
Accounts receivable	119	'	'	1,597	4,915	11,978
Prepaid expenses and other current assets	-13	'	'	-634	431	874
Accounts payable and accrued liabilities	-1,262	'	'	4,245	-9,781	-17,120
Accrued interest and other current liabilities	4,813	'	'	-5,525	5,046	2,625
Net cash provided by operating activities	3,924	'	'	20,394	12,809	60,512
Capital expenditures for property and equipment:	'	'	'	'	'	'
Exploration, development and acquisition costs	-2,877	'	'	-30,196	-39,965	-160,451
Other fixed assets	-65	'	'	-425	-148	-2,074
Proceeds from divestiture of assets, net	28	'	'	8,238	16,208	8,518
Net cash used in investing activities	-2,914	'	'	-22,383	-23,905	-154,007
Financing activities:	'	'	'	'	'	'
Repayment of long-term debt	'	'	'	'	-4,589	'
Net proceeds from issuance of long-term debt	'	'	'	'	'	192,052
Debt issuance costs	-189	'	'	'	-275	-1,295
Proceeds from bank borrowings	208,477	'	'	924,000	1,228,477	2,390,000
Repayments of bank borrowings	-204,000	'	'	-916,000	-1,194,000	-2,484,000
Change in intercompany balances	-818	'	'	-579	-3,436	-2,470
Change in bank overdrafts	'	'	'	-5,766	-4,828	454
Capital lease payments	-1,281	'	'	-369	-1,882	-1,107
Other, net	27	'	'	1	-121	1
Net cash provided by financing activities	2,216	'	'	1,287	19,346	93,635
Net increase(decrease) in cash	3,226	'	'	-702	8,250	140
Cash at beginning of period	5,052	'	28	845	28	3
Cash at end of period	8,278	'	'	143	8,278	143
Eliminations	'	'	'	'	'	'
Operating activities:	'	'	'	'	'	'
Net earnings (loss)	14,128	'	'	123,180	55,526	235,871
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:	'	'	'	'	'	'
Equity loss in affiliates	-14,128	'	'	-123,180	-55,526	-235,871