Petro-Canada (International) Holdings B.V., a subsidiary of Suncor Energy, has engaged Scotia Waterous to assist with assessing the market for the sale of its Dutch subsidiary Petro-Canada Netherlands B.V. (“Petro-Canada”).  Petro-Canada holds operated interests in eight offshore production and exploration licences in the Dutch sector of the North Sea (“NLCS”) including the De Ruyter and Hanze assets.  In addition, Petro-Canada has interests in thirteen non-operated offshore production and exploration licences, primarily containing gas assets.  The company also has a small non-operated onshore position in The Netherlands, which includes interests in the Alkmaar PGI Gas Storage asset.

OVERVIEW

The main interests held by Petro-Canada Netherlands B.V. are listed below:

Offshore NLCS (Operated):

• 54.07% working interest in the producing De Ruyter oil field
• 50-60% working interests in the non-unitised P10a,b and P11b blocks (De Ruyter Area) containing the Medway Development
• 40-60% working interest in the P14a and P8c exploration blocks (De Ruyter Area)
• 45% working interest in the producing Hanze oil field
• 27% working interest in the producing F2a Pliocene gas field
• 36% working interest in the F6b exploration block (Hanze Area)
• 13.53% (shallow, non-op) - 37.06% (deep, op) working interests in the B17a exploration block (Hanze Area)

Offshore NLCS (Non-operated):

• 25-30% working interests in the Wintershall operated L5/L6/L8 Area containing several producing gas assets and the L6-7 HPHT gas discovery
• 0.68-10.66% working interests in the TAQA operated mature gas fields and associated infrastructure in the P15/P18 Area
• 16.03-19.87% working interests in the Wintershall operated K10 Area
• 37.19-50% working interests in the shallow (above base Jurassic) K18b/L16a Area

Onshore The Netherlands:

• 12% working interest in the TAQA operated Bergen II Concession
• 12% working interest in the TAQA operated Alkmaar PGI gas storage asset
• Production Licence application for 17.39% working interest in two discoveries in the Zuid-Friesland III Concession

The offering provides potential buyers with a unique opportunity to acquire a material position in The Netherlands, by operating approximately 70% of the total Dutch oil production.  In addition, the portfolio presents a well balanced spectrum of producing, development and exploration assets with a 40:60 oil:gas weighting with potential for significant future gas reserves growth.  Petro-Canada produced approx. 14,600 boe/d net in 2009 (8,500 bbl/d of oil and 973 kNm3/d of gas).  The opportunity has significant upside value through further developments and exploration centered around existing infrastructure.  Near term exploration and development can be funded with cash flow from existing business.

PROCESS

The expected timetable for the Offering is as follows:

Interested parties for the Offering will be required to execute the Confidentiality Agreement (“CA”) and fax/email it to Scotia Waterous London offices (+44 20 7826 5791) for the attention of Bill Hancock (Bill_Hancock@scotiawaterous.com). Two signed, final hard copy originals of each CA should also be sent to Bill Hancock in the London office. On receipt of the signed CA, access will be granted to the Intralinks online virtual data room which will include a copy of the confidential Information Memorandum (“IM”). A hard copy IM will also be dispatched. In addition to the virtual data, a physical data room will be available at Petro-Canada’s offices in The Hague, The Netherlands, including a seismic work station with Geoframe interpretation software.

CONTACTS

For all other enquiries regarding the Offering, Scotia Waterous should be the first point of contact for your company.  Should you have any questions, please feel free to contact: