December Investor Presentation

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1 December 2015 Investor Presentation

2 COS Overview Pure-play exposure to a scarce, irreplaceable oil sands mining asset in a low-risk, geopolitically stable country High quality leases border every oil sands mining project Fully upgraded production of light sweet crude oil Long-life non-declining asset base Source: RBC Capital Markets. 1.6 billion barrels of reserves and 1.7 billion barrels of contingent resources (net to COS) all upgraded light, sweet crude oil All amounts gross to Syncrude. COS, through its wholly-owned partnership, holds a 36.74% interest in Syncrude. Based on independent reserves and resources estimates by GLJ Petroleum Consultants, Ltd. as of Dec. 31/14. See reserves and resources cautionary advisory in COS Annual Information Form dated Feb. 24/15 and definitions and forward-looking information advisory.

3 COS Can Deliver More Long-term Value to Shareholders 1. Superior oil price leverage 2. Syncrude s new era of lower costs 3. Valuable, and highly profitable, upgrader 4. High quality, strategic lease position 5. Visible, non-declining production for decades Unique, impossible to replicate investment opportunity 3

4 COS Share Price C$ Why Sell at the Bottom? $60 $50 COS correlation to US$ WTI is ~98% (1) $180 $150 $40 $120 $30 $90 US$ WTI $20 $60 $10 $30 $0 $0 Dec-2005 Dec-2007 Dec-2009 Dec-2011 Dec-2013 Dec-2015 COS Share Price C$ Current SU Offer US$ WTI Giving up unique, irreplaceable and low-risk exposure to the price of light oil today, when oil prices are in a trough, is the exact opposite of what long-term investors should be doing. Burgundy Asset Management, Not the Time to Sell ; December (1) For the period Jan. 1, 2014 October 2, 2015 (2) Based on Suncor share price of $35.13 and exchange ratio of 0.25 Source: As per Bloomberg as at December 15,

5 A Modest Improvement in Oil Prices Significantly Increases COS 2016 Free Cash Flow per Share $0.20 $0.29 $0.28 $0.70 $1.00 $1.28 $1.54 $1.79 $2.02 Current COS Dividend Implied Current Suncor Dividend US$45 WTI US$50 WTI US$55 WTI US$60 WTI US$65 WTI US$70 WTI US$75 WTI Source: Canadian Oil Sands. 1 Free cash flow per share is a Non-GAAP Financial Measure. See Additional GAAP and Non-GAAP Financial Measures advisory. Implied current Suncor dividend assumes $0.29 per common share quarterly dividend and 0.25 exchange ratio per Suncor Offer. Assumes exchange rate of 0.75 US$/C$. 5

6 COS Provides Dramatically More Exposure to Oil Price Increases COS Share Price and Suncor Offer Price Sensitivity to WTI (Last 5 Years) COS Share Price COS Share Price - Midpoint Suncor Share Price Converted at Offer Price (1) Suncor Share Price Converted at Offer Price - Midpoint (1) $28.31 $30.05 $31.59 $33.73 $17.38 $13.48 $12.07 $9.70 $9.44 $9.98 $10.17 $9.91 $10.97 $8.23 $8.18 $8.60 $8.94 $7.84 $5.76 $6.19 $16.03 $19.23 $19.75 $18.30 $10.86 $11.27 $11.52 $11.69 $6.32 $6.85 $7.00 $7.26 $35 - $45 $45 - $55 $55 - $65 $65 - $75 $75 - $85 $85 - $95 $95 - $100 >$100 $35 - $45 $45 - $55 $55 - $65 $65 - $75 $75 - WTI Range (US$/bbl) $85 COS share price had a 98% correlation with WTI spot prices between January 2014 and November 2015, compared with a 66% correlation for Suncor s shares Tendering to Suncor s offer means sacrificing the benefit of rising oil prices COS shares could be worth double the Suncor offer with only a modest improvement in WTI prices $85 - $95 $95 - $100 >$100 Source: As per Bloomberg; share price performance between October 2, 2010 to October 2, 2015 (1) Suncor s share price range at a 0.25 exchange ratio 6

7 Syncrude s New Era of Lower Costs Operating Expenses (C$/bbl) Capital Expenditures (C$ millions) 1 Syncrude is exceeding the estimated $1.3 billion of operating and capital cost savings (gross to Syncrude) from the original budget Cost reductions are expected to continue into future years Completion of major projects ensures low sustaining capital through 2019 (1) Based on 2015 Guidance as at October 19, 2015, adjusted for revised production forecast of 90 million barrels, gross to Syncrude. 7

8 Cost Structure Has Improved Dramatically Total Cash Costs 1 (US$/bbl) 2 2 COS total cash costs have decreased to US$40 per barrel Fully-upgraded synthetic crude oil (SCO), attracts a 40-55% higher sales price than bitumen Established, non-declining production (1) Total Cash Costs is a Non-GAAP Financial Measure. See Additional GAAP and Non-GAAP Financial Measures advisory. Conversion to US$ assumes foreign exchange rate of 0.75 (2) Includes Major Projects capital expenditures 8

9 Syncrude s Break-Even US$WTI Price Compares Favourably with Oil Sands Peers Average oil sands break-even US$ WTI price Syncrude s premium-price SCO means that its break-even US$ WTI price compares very favourably with other oil sands companies 9 Source: TD Securities, COS estimates

10 Strong Financial Position COS is one of only 7 Canadian exploration and production (E&P) companies with an investment grade credit rating (of the 122 listed Canadian E&P companies with a market capitalization over $100 million) No debt maturities until 2019 Credit facilities totalling $1.5 billion committed to 2019 Along with a strong balance sheet, no debt maturities until 2019 and debt covenants tied to its substantial asset value (not cash flow), COS is well positioned to ride out the current period of low oil prices. And when prices recover, given its fixed costs, cash flows and the share price will recover even more. And remember the 98% correlation between COS and the price of oil? This will work wonders for investors in an improving price environment. Burgundy Asset Management; Not the Time to Sell ; December 2015 Canadian Oil Sands resilient with a lower for longer oil price 10

11 % of C$ WTI COS Upgrader Has Significant Value Bitumen vs. Upgraded SCO Pricing 120% 100% 80% 60% 2014 Avg: SCO at 41% Premium to Bitumen SCO % of C$ WTI Bitumen % of C$ WTI 2015 YTD Avg: SCO at 58% Premium to Bitumen 40% 20% Jan-14 Mar-14May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15May-15 Jul-15 Sep-15 Nov-15 Sources: Canadian Oil Sands; Bloomberg. Syncrude s fully upgraded SCO has averaged a ~40-60% premium to bitumen Since 2009, Syncrude s upgrader generated 75% of COS free cash flow 1,2 COS Shareholders are being asked to give the upgrader away for free 1 Free cash flow is a Non-GAAP Financial Measure. See Additional GAAP and Non-GAAP Financial Measures advisory. 2 Free cash flow in this calculation excludes major capital projects. 11

12 COS Upgrader Provides a Distinct Advantage Over Bitumen-Only Projects COS should attract a significant premium over a bitumen-only project like Fort Hills COS includes an upgrader to produce light, sweet SCO Fort Hills is 2 years from production and will produce bitumen Mine Only Project vs. Canadian Oil Sands Mine + Upgrader Implied Capital Efficiency ($/bbl/d) Mine Only $56,000 Mine & Upgrader $54,000 Suncor / Fort Hills Transaction (Sep. 21, 2015) 1 Illustrative Upgrader Value Suncor Offer (Oct. 2, 2015) 2 Suncor recently paid more for a lower quality asset 1 Calculated as Suncor s $310 million acquisition cost for a 10% interest in Fort Hills Project from Total E&P Canada Ltd. plus remaining capital associated with that 10% interest (approximately $700 million) divided by the 18 Mbbl/d productive capacity associated with that 10% interest. 2 Calculated as the total enterprise value of the Suncor Offer (calculated as the Implied Offer Price of $8.84 as of October 2, 2015, multiplied by million Common Shares outstanding, plus long term debt of the Corporation as at June 30, 2015, less cash of the Corporation as at June 30, 2015), divided by estimated 2016 consensus SCO production of 105 Mbbl/d, grossed up by a factor of 0.86 bbl of SCO = 1 bbl of bitumen. 12

13 Compared to Suncor Bid a Stand-alone COS Maintains Immense Oil Reserves Proved Developing Producing (PDP) Reserves 1 Proved Plus Probable (2P) Reserves MMboe 696 MMboe 725 MMboe 226 MMboe Current COS PDP Reserves COS Shareholders' Stake in PDP Reserves of Combined COS & Suncor Current COS 2P Reserves COS Shareholders' Stake in 2P Reserves of Combined COS & Suncor The Suncor bid reduces COS Shareholders reserves by a staggering 55% 1 Current COS reserves based on independent reserves and resources estimates by GLJ Petroleum Consultants, Ltd. as of Dec. 31/14. See reserves and resources cautionary advisory in COS Annual Information Form dated Feb. 24/15 and definitions and forward-looking information advisory. Combined COS & Suncor calculated on a pro forma basis including all Suncor reserves. Suncor reserves figures as at December 31, Source: Suncor Annual Information Form dated February 26, 2015 for the year ended December 31, 2014; Teck Resources Limited 2014 Annual Report. 13

14 Syncrude s Undeveloped Leases Have Significant Value Lease 29 is contiguous with Suncor s North Steepbank mine The sale of Lease 29 to Suncor was being discussed; billions of dollars of value could be derived Suncor is not paying COS shareholders for this value. Syncrude Suncor Syncrude s Lease 29 Continue mining Minimal capital Higher quality and larger ore body Suncor s North Steepbank mine Exhausted early 2020s Suncor s Voyageur South Lease Develop new mine Significant capital Lower quality and smaller ore body New environmental footprint Lease 29 would allow Suncor to avoid significant required capital to develop its Voyageur South mine once its North Steepbank mine is exhausted Not to scale. For illustrative purposes only. Sources: Canadian Oil Sands; Suncor s Voyageur South Mine Fact Sheet. There is significant unrecognized value in COS undeveloped leases 14

15 Production Improvement Plan is Underway Bitumen Production Hydrotreating Upgrading Pipe and Vessel Leaks Lost Barrels 1 Initiative / Project Completed Rebuild, redesign and expand mine trains 11 - Retrofit, reconfigure and debottleneck froth centrifuges 13 - Replace heat exchangers in hydrogen plants 6 - Modifications to CO boiler design Current Focus 6 2 Coker performance Current Focus 8 3 Turnaround execution Current Focus 14 2 Inspect critical pipes and vessels Current Focus Syncrude has made significant progress on its production improvement plan: - Identifying root causes of outages - Replacing, modifying and reconfiguring equipment as required - Developing stronger leaders and a well-trained and engaged workforce 1 Millions of barrels, gross to Syncrude 15

16 Decades of Visible, Non-Declining Production Anticipated production improvements are a free option for COS shareholders Demonstrated production level priced into Suncor bid Syncrude owners have endorsed a plan for improving reliability and increasing production 16

17 COS is Strongly Positioned to Withstand Low Oil Prices and Emerge With Even Greater Value 1. A proven-cash generating business that returns cash to shareholders 2. A premier oil sands mining lease position, located in the heart of the mining region, and an upgrader that converts all bitumen into light, sweet crude oil that receives a premium price 3. Unparalleled oil price leverage; even a modest increase in oil prices would be expected to significantly increase COS free cash flow 1 available for debt repayment and dividends 4. Positive free cash flow 1 at WTI oil prices above US$40 and benefiting from operating cost reductions and the recent completion of major projects capital investment 5. A strong balance sheet with significant financial flexibility - a 38% 2 long-term debt-tototal capitalization ratio 1, over $1 billion of its $1.5 billion credit facility still available, and no long-term debt maturities until Suite of value-enhancing opportunities available to and under consideration by Syncrude and its owners 1. Free cash flow and long-term debt-to-total capitalization are Non-GAAP and Additional GAAP Financial Measures, respectively. See Additional GAAP and Non- GAAP Measures advisory. 2. As at September 30,

18 Advisories Suncor Offer Certain information in this presentation relating to Suncor Energy Inc. ( Suncor ) and the Suncor offer to purchase all of the common shares ( Common Shares ) of Canadian Oil Sands Limited (the Corporation ) has been derived from the Suncor offer and bid circular dated October 5, 2015, as amended and extended and other public sources. Neither the board of directors of the Corporation nor the Corporation independently verified such information or assumes any responsibility for the accuracy or completeness of such information or for any failure by Suncor to disclose events that may have occurred or that may affect the significance or accuracy of any such information. Forward-Looking Information This presentation, including the discussion of the reasons for the board of directors unanimous recommendation that shareholders of the Corporation ( Shareholders ) reject the Suncor offer and not tender their Common Shares, contains forward-looking information (as defined in the Securities Act (Alberta)) and statements (collectively, forward-looking statements ) that are based on expectations, estimates and projections as of the date of this presentation. These forward-looking statements can often, but not always, be identified by the use of forwardlooking terminology such as plans, predicts, expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations of such words and phrases, or statements that certain actions, events or results may, could, would, might or will be taken, occur or be achieved. Examples of such forward-looking statements in this presentation include, but are not limited to, the Corporation s and Syncrude s expectations for future profitability; expectations regarding the Corporation s cash flow from operations; expectations with respect to production, capital expenditures and operating expenses at Syncrude and for the Corporation; Syncrude s breakeven price; expectations with respect to dividend payments by the Corporation; expectations with respect to the Corporation s liquidity; expectations regarding future free cash flow generated by the Corporation; the amount of reserves recoverable and the time frame to recover such reserves; the estimated resources; future trading prices of the Common Shares; future commodity prices; the anticipated impact on cash flow from operations, free cash flow and the Corporation s share price from increasing crude oil prices; expectations regarding net debt; and expectations regarding Lease 29. Although the Corporation believes that the assumptions and expectations represented by such forward-looking statements are reasonable and reflect the current views of the Corporation with respect to future events, there can be no assurance that such assumptions and expectations will prove to be correct. The factors or assumptions on which the forward-looking statements are based include, but are not limited to: the assumptions outlined in the Corporation s 2015 and 2016 guidance documents as posted on the Corporation s website at as of the date hereof and as subsequently amended or replaced from time to time, including without limitation, the assumptions as to production, operating expenses, capital expenditures and oil prices; the successful and timely implementation of capital and maintenance projects; Syncrude s business, maintenance and spending plans; the ability to obtain regulatory and joint venture owner approval; the continuation of assumed tax, royalty and other legislative and regulatory regimes; and the accuracy of the estimates of the reserves and resources. In addition to being subject to a number of assumptions, forward-looking statements in this presentation involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements. Some of the risks and other factors which could cause actual results or events to differ materially from current expectations expressed in the forward-looking statements contained in this presentation include, but are not limited to: volatility of crude oil prices; volatility of the synthetic crude oil ( SCO ) to West Texas Intermediate differential; the impact of the anticipated Syncrude cost reductions not materializing; the impact that pipeline capacity and apportionment and refinery demand have on prices for SCO and the Corporation s ability to deliver SCO; the impacts of legislative and regulatory changes especially those which relate to royalties, taxation, tailings, water and the environment; the impact of new technologies on the cost of oil sands mining; the impacts of rising costs associated with tailings and water management; the inability of Syncrude to obtain required consents, permits or approvals, including without limitation, the inability of Syncrude to obtain approval to return water from its operations; various events which could disrupt operations including fires, equipment failures and severe weather; unsuccessful or untimely implementation of capital or maintenance projects; the impact of technology on operations and processes and how new technology may not perform as expected; the obtaining of required joint venture owner approvals from the Syncrude owners for expansions, operational issues and contractual issues; labour turnover and shortages and the productivity achieved from labour in the Fort McMurray area; uncertainty of estimates with respect to reserves and resources; the supply and demand metrics for oil and natural gas; the variances of stock market activities generally; currency and interest rate fluctuations; volatility of natural gas prices; the Corporation s inability to either generate sufficient cash flow from operations to meet its current and future obligations or obtain 18

19 Advisories external sources of debt and equity capital; general economic, business and market conditions; and such other risks and uncertainties described in the Corporation s Annual Information Form dated February 24, 2015 and in the reports and filings made with securities regulatory authorities from time to time by the Corporation which are available on the Corporation s profile on SEDAR at and on the Corporation s website at You are cautioned that the foregoing list of important factors is not exhaustive. Furthermore, the forward-looking statements contained in this presentation are made as of the date of this presentation and unless required by law, the Corporation does not undertake any obligation to update publicly or revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this presentation are expressly qualified by this cautionary statement. Additional GAAP and Non-GAAP Financial Measures In this presentation, reference is made to additional GAAP and non-gaap financial measures that do not have any standardized meaning as prescribed by GAAP. Additional GAAP financial measures are line items, headings or subtotals in addition to those required under GAAP, and financial measures disclosed in the notes to the financial statements which are relevant to an understanding of the financial statements and are not presented elsewhere in the financial statements. Non-GAAP and additional GAAP measures have been described and presented in order to provide Shareholders with additional measures for analyzing the Corporation s operational performance, its ability to generate funds to finance its operations and information regarding its liquidity. Users are cautioned that non-gaap and additional GAAP financial measures presented by the Corporation may not be comparable with measures provided by other entities. Additional GAAP financial measures include: cash flow from operations (which is calculated as cash from operating activities before changes in non-cash working capital) and long-term debt-to-total capitalization (which is calculated as long-term debt divided by long-term debt plus Shareholders equity). For more information on additional GAAP financial measures please refer to our 2015 Third Quarter MD&A which is available on the Corporation s profile on SEDAR at and on the Corporation s website at Non-GAAP financial measures include: free cash flow (which is calculated as cash from operating activities before changes in non-cash working capital less capital expenditures), free cash flow per share (which is calculated as cash flow from operations before changes in non-cash working capital less capital expenditures, divided by the weighted-average number of shares outstanding in the period), total enterprise value (total enterprise value is defined in this presentation) and cash costs (cash costs includes operating expenses, development expenses, Crown royalties, interest expense, administration, insurance, reclamation and current tax expense). 19

20 Advisories Oil and Gas Information Unless otherwise stated, reserves and resources figures in this presentation refer to the Corporation s reserves and resources as at December 31, 2014 as prepared by the Corporation s independent reserves evaluator. For more information on the Corporation s reserves and resources please refer to the Corporation s Annual Information Form dated February 24, 2015 which is available on the Corporation s profile on SEDAR at and on the Corporation s website at bbl means barrel of oil. bbl/d means barrels of oil per day. Mbbl/d means thousand barrels of oil per day. MM means million. MMbbl means million barrels of oil. probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves. proved developed producing reserves or PDP are those reserves that correspond to volumes recoverable through installed extraction equipment and infrastructure operational at the time of the reserves estimate. proved plus probable reserves are those additional reserves that are less certain to be recovered than proved reserves. NI defines the certainty level as at least a 50 per cent probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable reserves. Therefore, under NI , the proved plus probable reserves represent a best estimate or expected reserves. proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. NI further identifies the certainty level for proved reserves as at least a 90 per cent probability that the quantities actually recovered will equal or exceed the estimated proved reserves. contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. NI means National Instrument Standards of Disclosure for Oil and Gas Activities. 20

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