U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 40-F
 
[  ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: 
December 31, 2011  
Commission File Number: 
1-35306  
 
Anderson Energy Ltd.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English (if applicable))
 
Alberta
(Province or other jurisdiction of
incorporation or organization)
1311
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification No.)

700 Selkirk House
555 4 th Avenue S.W.
Calgary, Alberta, Canada T2P 3E7
(403) 262-6307
(Address and telephone number of Registrant’s principal executive offices)
 
CT Corporation System
111 Eighth Avenue, New York, New York  10011
(212) 894-8940
 (Name, address including zip code, and telephone number including area codes of agent for service)
 
Copies to:
 
M. Darlene Wong
Anderson Energy Ltd.
700, 555 4 th Avenue S.W.
Calgary, Alberta, Canada
(403) 262-6307
Andrew J. Foley
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000

Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
Title of each class
 
Name of each exchange on which registered
Common shares, without nominal or par value
 
N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
 
For annual reports, indicate by check mark the information filed with this Form:
 
x Annual information form
x Audited annual financial statements
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report:
 
172,549,701 Common Shares as at December 31, 2011
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
x  
No
o
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
 
Yes
o  
No
o

 
 
 
 

 
 
Principal Documents
 
The following documents have been filed as part of the Annual Report on Form 40-F:
 
A.         Annual Information Form
 
For our Annual Information Form for the fiscal year ended December 31, 2011, see Exhibit 99.1 of this Annual Report on Form 40-F.
 
B.         Audited Consolidated Financial Statements
 
For our Audited Consolidated Financial Statements, which comprise the consolidated statements of financial position as at December 31, 2011, December 31, 2010 and January 1, 2010, and the consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2011, including the independent auditors’ reports with respect thereto, see Exhibit 99.2 of this Annual Report on Form 40-F.
 
C.         Management’s Discussion and Analysis
 
For our Management’s Discussion and Analysis for the fiscal year ended December 31, 2011, see Exhibit 99.3 of this Annual Report on Form 40-F.
 
 
 
2

 
 
 
FORWARD LOOKING INFORMATION
 
 
The safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act applies to forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Tabular Disclosure of Contractual Obligations” in this annual report (the “Annual Report”) on Form 40-F.
 
This Annual Report contains or incorporates by reference forward looking statements.  All statements other than statements of historical fact included or incorporated by reference in this Annual Report that address activities, events or developments that we expect or anticipate may or will occur in the future may constitute forward-looking statements under applicable securities laws and necessarily involve risks and assumptions made by management of Anderson Energy Ltd. (“the Registrant”) including, without limitation, management's growth strategy and management’s assessment of future plans and operations, management’s expectations regarding the percentage of production contributed from oil and natural gas liquids, capital expenditures including source, timing thereof and areas where such capital expenditures are expected to be made, reserves, net present values of future net revenue from reserves, commodity prices, development plans and programs, including number of wells expected to be drilled, tax horizon, abandonment and reclamation costs, government royalty rates, expiring acreage, ability to access skilled people, potential results of the strategic alternative review process and enhancement of shareholder value, disclosure intentions with respect to the strategic alternative review process and timing of conversion of probable reserves into proved developed producing reserves may constitute forward-looking statements under applicable securities laws and necessarily involve risks and assumptions made by management of the Registrant including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, adequate weather to conduct operations, capital expenditure costs, including drilling, completion and facilities costs, unexpected decline rates in wells, wells not performing as expected, incorrect assessment of the value of acquisitions and farm-ins, failure to realize the anticipated benefits of acquisitions and farm-ins, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources and other factors, many of which are beyond the Registrant’s control.  The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as the factors are interdependent, and management’s future course of action would depend on its assessment of all information at the time.  As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and readers should not place undue reliance on the forward-looking statements contained herein. Readers are cautioned that the foregoing list of factors is not exhaustive.  Additional information on these and other factors that could affect the Registrant’s operations and financial results are included under the heading "Risk Factors" in the Annual Information Form, attached hereto as Exhibit 99.1.  Furthermore, the forward-looking statements contained in this Annual Report are made as at the date hereof and the Registrant does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
 
 
 
 
 
 
 
 
 
3

 
 
Certifications and Disclosure Regarding Controls and Procedures

(a)
Certifications.  See Exhibits 31.1, 31.2, 32.1 and 32.2 to this Annual Report on Form 40-F.
 
(b)
Disclosure Controls and Procedures.  As of the end of the Registrant’s fiscal year ended December 31, 2011, an evaluation of the effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out by the management of the Registrant, with the participation of the President and Chief Executive Officer (“CEO”) and the Vice President, Finance and Chief Financial Officer (“CFO”) of the Registrant.  Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, the Registrant’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “Commission”) rules and forms and (ii) accumulated and communicated to the management of the Registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure.
 
(c)
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Registrant’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for U.S. registrants who have been subject to U.S. reporting obligations for less than one year and are not yet subject to the internal control over financial reporting requirements in Rule 240.13a-15 or 240.15d-15.
   
(d)
See paragraph (c).
   
(e)
Changes in internal control over financial reporting.  Under Canadian securities legislation, the CEO and the CFO must make certifications that are similar in nature to those referred to above, including disclosing that the CEO and CFO have designed, or caused to be designed under their supervision, disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICOFR”) as defined in National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”).
 
The ICOFR have been designed to provide reasonable assurance that all assets are safeguarded, transactions are appropriately authorized and to facilitate the preparation of relevant, reliable and timely information.  For Canadian securities purposes, the CEO and CFO disclosed that they have evaluated and tested the design and operating effectiveness of the Registrant’s ICOFR as of December 31, 2011 and have concluded that these internal controls are designed properly and are
   
 
 
 
 
 
 
 
 
4

 
 
 
 
  effective in the preparation of financial statements for external purposes in accordance with IFRS.
 
Further, under Canadian securities legislation, the CEO and CFO are required to cause the Registrant to disclose any change in the Registrant’s ICOFR that occurred during the period beginning on October 1, 2011 and ending on December 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Registrant’s ICOFR. The CEO and CFO have made the following disclosure:  No changes in ICOFR were identified during such period that have materially affected or are reasonably likely to materially affect the Registrant’s ICOFR.  There were no changes to ICOFR as a result of the transition to IFRS.  The CEO and CFO have made the same disclosures for the interim reporting periods ended March 31, 2011, June 30, 2011, and September 30, 2011.
 
It should be noted that while the CEO and CFO believe that the Registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Registrant’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.  A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
 
Audit Committee Financial Expert
 
The Board of Directors (the “Board”) of the Registrant has determined that Mr. Scobie is an audit committee financial expert (as defined in paragraph 8(b) of General Instruction B to Form 40-F), is designated as such, and is currently serving on the Registrant’s audit committee.  Mr. Scobie is an independent member of the Board under the New York Stock Exchange Rule 303A.00 (Corporate Governance Standards).  See "Audit Committee Information" in the Annual Information Form, filed as Exhibit 99.1 hereto.  The Commission has indicated that the designation of a person as an audit committee financial expert does not make them an "expert" for any purpose, impose any duties, obligations or liability on them that is greater than that imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or the Board.
 
 
 
 
5

 
 
Code of Ethics
 
The Registrant has adopted a code of ethics (as that term is defined in Form 40-F) that applies to its CEO, CFO, its directors and all other employees of the Registrant.  The Registrant undertakes to provide a copy of its code of ethics to any person without charge upon request.  Such request may be made by mail, telephone, facsimile or email to:
 
M. Darlene Wong 
700 Selkirk House
555 – 4 th Avenue S.W.
Calgary, Alberta, Canada  T2P 3E7
Tel: 403-262-6307
Fax: 403-261-2792
Email: info@andersonenergy.ca

Since the adoption of the code of ethics in 2005, there have not been waivers, including implicit waivers, from any provision of the code of ethics.  The Registrant will post on its website any amendment to, or waiver of, a provision of its code of ethics which requires disclosure within five business days following the date of any such amendment or waiver.
 
Principal Accountant Fees and Services
 
The required disclosure is included under the heading “Audit Committee Information – Auditor Fees” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2011, filed as Exhibit 99.1 of this Annual Report on Form 40-F.
 
 
 
6

 
 

OFF-BALANCE SHEET ARRANGEMENTS
 
The Registrant does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
 
The following table summarizes the contractual obligations of the Registrant as of December 31, 2011:
 
Contractual Obligations
(in thousands of Canadian dollars)
 
Total
   
Less than 1 year
   
1-3 years
   
3-5 years
   
More than 5 years
 
Accounts payable and accrued liabilities 1
    60,573       60,573       -       -       -  
Bank loans 2
    88,682       -       88,682       -       -  
Interest on convertible debentures 1
    33,655       5,523       14,170       12,295       1,667  
Convertible debentures (principle)
    96,000       -       -       50,000       46,000  
Operating lease (rent and software) 3
    2,419       1,952       467       -       -  
Crude oil transportation contract (minimum commitment) 3
    2,576       257       514       514       1,291  
Gas gathering contract (minimum commitment) 3
    1,687       244       488       488       467  
Firm service natural gas transportation contracts 3
    3,807       1,255       1,550       703       299  
Farm-in commitment (at estimated minimum capital cost) 3
    10,200       200       10,000       -       -  
Other capital commitments 3
    505       505       -       -       -  
Total
    300,104       70,509       115,871       64,000       49,724  

Identification of Audit Committee
 
The Registrant has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act.  The members of the Audit Committee are Christopher  L. Fong, Glenn D. Hockley and David G. Scobie (Chairman).


1
Accounts payable and accrued liabilities includes $3.4 million of interest relating to convertible debentures.  The total cash interest payable in less than one year on the convertible debentures is $9.0 million.
 
2
See note 8 to the Audited Consolidated Financial Statements for the year ended December 31, 2011 included in Exhibit 99.2 for more details.
 
3
See note 21 to the Audited Consolidated Financial Statements for the year ended December 31, 2011 included in Exhibit 99.2 for more details.

 
 
7

 
 
 
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 
A.  Undertaking
 
Anderson Energy Ltd. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
 
B.  Consent to Service of Process
 
Anderson Energy Ltd. has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.
 
Any change to the name or address of the agent for service of Anderson Energy Ltd. shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of Anderson Energy Ltd.
 
SIGNATURE
 
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly authorized.
 
Dated:  March 21, 2012
 
ANDERSON ENERGY LTD.
(the Registrant)
 
       
By:
/s/ M. Darlene Wong
 
 
Name:
M. Darlene Wong
 
 
Title:
Vice President Finance, Chief Financial Officer, Secretary
 
       
 
 
 
8

 
 
 
DOCUMENTS FILED AS PART OF THIS REGISTRATION STATEMENT
 
The following documents have been filed as part of this Annual Report on Form 40-F as Exhibits hereto:

     
Exhibits
 
Documents
 
Certifications
     
 
 
 
 
 
Annual Information 
     
 
 
 
 
Consents
     
 
 
 
 
 
 
 
9

EXHIBIT 31.1
 
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Brian H. Dau, certify that:
 
1.
I have reviewed this annual report on Form 40-F of Anderson Energy Ltd. (“the Registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
c)
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
 
5.
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
 
 
Date: March 21, 2012  
 
 
/s/ Brian H. Dau  
President and Chief Executive Officer
 
 
 
 
 

EXHIBIT 31.2
 
 
 
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, M. Darlene Wong, certify that:
 
1.
I have reviewed this annual report on Form 40-F of Anderson Energy Ltd. (“the Registrant”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
c)
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
 
5.
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
 
 
Date: March 21, 2012  
 
 
/s/ M. Darlene Wong  
Vice President, Finance and Chief Financial Officer
 
 
 
 

EXHIBIT 32.1
 

 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Anderson Energy Ltd. (the “Registrant”) on Form 40-F for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian H. Dau, President and Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
 
1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
Date:  March 21, 2012  
 
 
/s/ Brian H. Dau    
 

 
 
 
 

EXHIBIT 32.2

 
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Anderson Energy Ltd. (the “Registrant”) on Form 40-F for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M. Darlene Wong, Vice-President Finance, and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
 
1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
 
Date:  March 21, 2012  
 
 
/s/ M. Darlene Wong    
 

 
 
 

EXHIBIT 99.1





GRAPHIC
 
ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2011
















March 16, 2012
 
 
 

 
 
TABLE OF CONTENTS
 
 
1
   
2
   
3
   
4
   
4
   
PRINCIPAL PROPERTIES   7
   
8
   
14
   
20
   
20
   
22
   
24
   
25
   
REGISTRAR AND TRANSFER AGENT   33
   
33
   
33
   
34
   
34
   
34
   
35
   
38
   
SCHEDULE 3  41

 
 
 
 
ABBREVIATIONS AND CONVERSION FACTORS
 

ABBREVIATIONS

Oil and Natural Gas Liquids
Natural Gas
bbl
barrel
Bcf
billion cubic feet
bbls
barrels
CBM
coal bed methane
BOED
barrels of oil equivalent per day
GJ
gigajoule
bpd
barrels per day
Mcf
thousand cubic feet
Mstb
thousand stock tank barrels
Mcfd
thousand cubic feet per day
MBOE
thousand barrels of oil equivalent
Mcfe
thousand cubic feet equivalent
Mbbls
thousand barrels
MMcf
million cubic feet
NGL
natural gas liquids
MMcfd
million cubic feet per day
   
MMBTU
Million British thermal units

OTHER

AECO
Intra-Alberta Nova Inventory Transfer Price (NIT net price of natural gas)
   
API
an indication of the specific gravity of crude oil measured on the American Petroleum Institute gravity scale.  Liquid petroleum with a specified gravity of 28° API or higher is generally referred to as light crude oil
   
BOE
barrel of oil equivalent of natural gas on the basis of 1 BOE for 6 Mcf of natural gas  (unless otherwise stated)
   
WTI
West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma for crude oil of standard grade
 
BOE’s may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf to one BOE is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
 
CONVERSION FACTORS
 
The following table sets forth certain standard conversions between Standard Imperial Units and the International System of Units (or metric units).
 
To Convert From
 
To
 
Multiply By
 
Mcf
cubic metres
                   28.174
cubic metres
cubic feet
                   35.494
bbls
cubic metres
                   0.159
cubic metres
bbls
                   6.289
feet
metres
                   0.305
metres
feet
                   3.281
miles
kilometres
                   1.609
kilometres
miles
                   0.621
acres
hectares
                   0.405
hectares
acres
                   2.471
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
1
 
GLOSSARY OF TERMS
 
"ABCA" means the Business Corporations Act (Alberta) and the regulations promulgated thereunder, all as amended from time to time.
 
"Anderson" or the "Company" means Anderson Energy Ltd., a corporation amalgamated under the laws of the Province of Alberta.
 
"Aquest" means Aquest Energy Ltd., a corporation amalgamated pursuant to the laws of the Province of Alberta.  Aquest amalgamated with Anderson effective January 1, 2006.
 
"COGE Handbook" means the Canadian Oil and Gas Evaluation Handbook prepared jointly by the Society of Petroleum Evaluation Engineers (Calgary chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum.
 
"Developed Producing Reserves" are those Reserves that are expected to be recovered from completion intervals open at the time of the estimate.  These Reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
 
"GLJ" means GLJ Petroleum Consultants Ltd., independent petroleum consultants of Calgary, Alberta.
 
"GLJ Report" means the independent engineering evaluation of Anderson's oil and gas interests prepared by GLJ, dated March 9, 2012 and effective December 31, 2011.
 
"Gross" or "gross" means:
 
(1)
in relation to the Company’s interest in reserves, Anderson’s working interest (operated and non-operated) share before deduction of royalties and without including any royalty interest owned by Anderson;
 
(2)
in relation to wells, the total number of wells in which Anderson has an interest; and
 
(3)
in relation to land, the total area in which Anderson has an interest.
 
"Net" or "net" means
 
(a)
in relation to the Company’s interest in reserves, Anderson’s working interest (operated and non-operated) share after deduction of royalty obligations, plus Anderson’s royalty interests in reserves;
 
(b)
in relation to wells, the total number of wells obtained by aggregating Anderson’s working interest in each of its gross wells; and
 
(c)
in relation to land, the total area in which Anderson has an interest multiplied by Anderson’s working interest.
 
"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.  At least a 50 percent probability that the quantities actually recovered will equal or exceed the sum of the estimated Proved Plus Probable Reserves is the targeted level of certainty.
 
"Proved Plus Probable Reserves" means the aggregate of Proved Reserves and Probable Reserves, before deduction of royalties.
 
"Proved Reserves" are those Reserves that can be estimated with a high degree of certainty to be recoverable.  It is likely that the actual remaining quantities recovered will exceed the estimated Proved Reserves.  At least a 90 percent probability that the quantities actually recovered will equal or exceed the estimated Proved Reserves is the targeted level of certainty.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
2
 
"Reserves" are the estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, from a given date forward, based on: analysis of drilling, geological, geophysical and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable.  Reserves are classified according to the degree of certainty associated with the estimates.
 
"Royalties" refers to royalties paid to others.  The royalties deducted from the reserves are based on the percentage royalty calculated by applying the applicable royalty rate or formula.  In the case of Crown sliding scale royalties which are dependent on selling prices, the price forecasts for the individual properties in question have been employed.
 
"Undeveloped Reserves" are those Reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production.  They must fully meet the requirements of the Reserves classification (proved, probable, possible) to which they are assigned.
 
FORWARD LOOKING STATEMENTS
 
Certain statements in this Annual Information Form including, without limitation, management's growth strategy and management’s assessment of future plans and operations, management’s expectations regarding the percentage of production contributed from oil and natural gas liquids, capital expenditures including source, timing thereof and areas where such capital expenditures are expected to be made, reserves, net present values of future net revenue from reserves, commodity prices, development plans and programs, including number of wells expected to be drilled, tax horizon, abandonment and reclamation costs, government royalty rates, expiring acreage, ability to access skilled people, potential results of the strategic alternative review process and enhancement of shareholder value, disclosure intentions with respect to the strategic alternative review process and timing of conversion of probable reserves into proved developed producing reserves may constitute “forward-looking information” (within the meaning of applicable Canadian securities legislation) or “forward-looking statements” (within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended) and necessarily involve risks and assumptions made by management of the Company including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, adequate weather to conduct operations, capital expenditure costs, including drilling, completion and facilities costs, unexpected decline rates in wells, wells not performing as expected, incorrect assessment of the value of acquisitions and farm-ins, failure to realize the anticipated benefits of acquisitions and farm-ins, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources and other factors, many of which are beyond the Company’s control.  The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as the factors are interdependent, and management’s future course of action would depend on its assessment of all information at the time.  As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and readers should not place undue reliance on the forward-looking statements contained herein.  Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Anderson’s operations and financial results are included under the heading "Risk Factors" in this Annual Information Form and are included in reports on file with Canadian and U.S. securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), the EDGAR website (www.sec.gov/edgar) or at Anderson’s website (www.andersonenergy.ca).
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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The forward-looking statements contained in this Annual Information Form are made as at the date of this Annual Information Form and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
 
CORPORATE STRUCTURE
 
Anderson Energy Ltd. was incorporated under the ABCA on January 30, 2002.  On April 4, 2002, Anderson amended its articles to amend the rights, privileges, restrictions and conditions of the Class A common shares, Class B common shares and preferred shares of Anderson and remove the private company restrictions.  Anderson has conducted oil and gas exploration, development and acquisition activities in western Canada since completing its initial private placement in April 2002.
 
On June 27, 2005 the Company entered into an agreement with Aquest, a publicly traded oil and gas company, whereby they agreed to complete a plan of arrangement (the “Arrangement”) pursuant to which Anderson acquired all of the outstanding shares of Aquest.  The Arrangement was approved by the shareholders of Anderson and Aquest and received regulatory approval on August 31, 2005 and the transaction closed on September 1, 2005.  As a result of the Arrangement, Anderson became a public company effective September 7, 2005. 
 
Effective January 1, 2006, Anderson, Aquest, Eravista Explorations Ltd. (a subsidiary of Aquest) and 1022864 Alberta Ltd. (a subsidiary of Anderson) amalgamated under a short form vertical amalgamation to form Anderson Energy Ltd.
 
Effective January 1, 2009, Anderson and 1347662 Alberta Ltd. (a subsidiary of Anderson) amalgamated under a short form vertical amalgamation.  1347662 Alberta Ltd. was incorporated on March 1, 2007 as 3210700 Nova Scotia Company, was acquired by Anderson in a transaction completed on September 1, 2007 and was continued into Alberta as 1347662 Alberta Ltd. on September 12, 2007.
 
Anderson has one wholly-owned subsidiary, 1023095 Alberta Ltd.  1023095 Alberta Ltd. was incorporated under the ABCA on December 20, 2002.  Anderson and 1023095 Alberta Ltd. are partners of Anderson Energy Partnership, a general partnership under the laws of Alberta.
 
The registered office and head office of Anderson is located at 700 Selkirk House, 555 4th Avenue S.W. Calgary, Alberta, Canada T2P 3E7.
 
BUSINESS AND STRATEGY
 
Development of the Business. Anderson was formed as a private company in 2002 and became a public company in 2005.  The Company has grown through acquisition and development of conventional oil and gas reserves.  Since 2010, the focus has been on Cardium horizontal oil wells.  Prior to that, the focus was on natural gas development.

On January 29, 2009, the Company executed a farm-in agreement on lands near its existing core operations.  Under the farm-in agreement, the Company has access to 388 gross (205 net) sections of land.  During the commitment phase of the transaction, the Company is committed to drill, complete and equip 200 wells to earn an interest in up to 120 sections.  The Company is obligated to complete the drilling of the wells on or before March 31, 2013.  As of March 16, 2012, the Company has drilled 126 wells in connection with the farm-in.  The Company has an option to continue the farm-in transaction until March 1, 2014 by committing to drill a minimum of 100 additional wells under similar terms as in the commitment phase to earn a minimum of 50 sections of land.  Following the commitment and/or option phases, the parties to the agreement can then jointly elect to develop the lands on denser drilling spacing under terms of an operating agreement.
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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On May 28, 2009, the Company issued 63.2 million common shares at a price of $0.95 per common share for gross proceeds to the Company of $60.0 million ($56.5 million after commission and expenses).
 
In February 2010, the Company issued 21.9 million common shares at a price of $1.45 per common share for gross proceeds to the Company of $31.8 million ($29.8 million after commission and expenses).
 
On December 31, 2010, the Company issued 50,000 convertible unsecured subordinated debentures for gross proceeds of $50.0 million ($47.7 million after commission and expenses).  The convertible debentures are due January 31, 2016 and have a principal amount of $50.0 million bearing interest at a rate of 7.5%.  These convertible debentures have a conversion price of $1.55 per common share.
 
On June 8, 2011, the Company issued 46,000 convertible unsecured subordinated debentures for gross proceeds of $46.0 million ($43.9 million after commission and expenses).  The convertible debentures are due June 30, 2017 and have a principal amount of $46.0 million bearing interest at a rate of 7.25%.  These convertible debentures have a conversion price of $1.70 per common share.
 
Stated Business Objectives.   Anderson is a resource-based oil and gas development company. The business plan of Anderson is to focus on sustainable and profitable per share growth in both net asset value and cash flow from operations.  To accomplish this, Anderson focuses on enhancing its asset base through land acquisitions and farm-ins, seismic interpretation, exploratory and development drilling and strategic acquisitions within its core project areas in western Canada.
 
Anderson’s principal property is in Central Alberta, proximal to the Garrington, Willesden Green and Pembina fields. The Company’s development strategy is currently focused on drilling Cardium horizontal oil wells that are stimulated with multi-stage fracturing technology.
 
Anderson intends to generate exploration and development opportunities possessing low to medium risk and multi-zone potential.  Anderson intends to pursue exploration, development and exploitation drilling, combined with acquisition opportunities that meet Anderson's business parameters.  Management of Anderson believes in controlling the timing and costs of its projects wherever possible.  Anderson will seek to become the operator of its properties to the greatest extent possible.  Further, to minimize competition within its geographic areas of interest, Anderson will strive to maximize its working interest ownership in its properties where reasonably possible.  Participation in exploration and development in the oil and natural gas industry has a number of inherent risks beyond the direct control of company personnel.  Among these risks are those associated with exploration, development and production, economic conditions, commodity prices, capital requirements, financing requirements, industry competition, ability to attract key personnel, government regulation and royalties, the environment, foreign exchange rates and interest rates.  See “Risk Factors”.
 
In reviewing potential drilling or acquisition opportunities, Anderson generally considers the following:
 
risk capital required to secure or evaluate the investment opportunity;
 
the potential return on the project, if successful;
 
the likelihood of success; and
 
the risked return versus cost of capital.
 
In general, Anderson intends to use a portfolio approach in developing opportunities with a balance of risk profiles and commodity exposure, in an attempt to generate sustainable levels of profitable production and financial growth.  The board of directors of Anderson may, in its discretion, approve acquisitions that do not conform to these guidelines based upon its consideration of the qualitative aspects of the subject properties including risk profile, technical upside, reserves life and asset quality.
 
 
 
 
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STRATEGY
 
The Company is focused on converting its asset base to be more than 50% oil and NGL production.  Proceeds from disposition of minor properties are being directed to the reduction of bank debt.  Crude oil pricing remains strong, but volatile and Anderson has increased its hedge position with a view to protecting its capital program and its shareholders from volatile oil markets.
 
In response to low natural gas prices, the Company plans to shut-in approximately 500 Mcfd of production from natural gas properties with higher operating costs.   In a higher price environment, these natural gas wells could easily be returned to production.
 
Anderson has substantially grown its Cardium drilling inventory in the last two years and with the recent completion of certain infrastructure projects, newly drilled Cardium horizontal wells can easily be connected to these gathering systems.  Unlike natural gas markets, oil prices continue to remain strong and the economics of the Cardium oil drilling programs are excellent.
 
Strategic Alternatives.   The Board of Directors has initiated a process to identify, examine and consider a range of strategic alternatives available to the Company with a view to enhancing shareholder value.  The strategic alternatives considered may include, but are not limited to, a sale of all or a material portion of the assets of Anderson, either in one transaction or in a series of transactions, the outright sale of the Company, or a merger or other strategic transaction involving Anderson and a third party. The Board of Directors believes that the Company’s shares trade at a significant discount to the value of the underlying assets, especially given its high quality Cardium oil production base, prospective Cardium horizontal oil drilling inventory and significant tax pools.  The Board of Directors has established a special committee comprised of independent directors of the Company to oversee this process and has retained financial advisors to assist the Special Committee and the Board of Directors with the process. The process was not initiated as a result of any particular offer.  There are no assurances or guarantees that the process will result in a transaction or, if a transaction is undertaken, the terms or timing of such a transaction. The Company has not set a definitive schedule to complete its evaluation.
 
Business Cycle and Seasonality . Anderson's business is generally cyclical.  Light oil prices fluctuate with the balance between world supply and demand, levels of inventory, OPEC policy and other geopolitical events.  Natural gas prices are influenced by North American levels of inventory and storage, estimates of current and forecast supply and weather expectations.
 
The exploration for and development of oil and natural gas reserves is dependent on access to areas where exploration and exploitation is to be conducted.  Seasonal weather variations, including freeze-up and break-up affect access to various properties in certain circumstances.
 
Trends . Crude oil and natural gas prices are volatile and subject to a number of external factors.  Natural gas prices are influenced by the weather and the economy in North America.  Crude oil prices are influenced by geopolitical events and global economic factors.  The Canadian/U.S. currency exchange rate also influences commodity prices received by Canadian producers as oil and natural gas production is ultimately priced in U.S. dollars.
 
The level of natural gas in storage in the United States continued to remain at very high levels throughout 2011 and into 2012.  The large amount of gas in storage combined with strong U.S. gas production driven primarily by U.S. shale gas plays and financial market fears is suppressing the price of natural gas.  The future price for natural gas is at a level that should not support most drilling projects on either side of the border.  However, drilling continues in U.S. shale gas plays, partly due to lease retention and partly due to the large number of U.S. shale gas joint venture projects where third parties are obligated to drill to earn
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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lands owned by U.S. shale gas producers.  In Canada, drilling continues primarily in areas where the gas target is liquids rich.
 
Access to qualified people and equipment is affected by the level of industry activity.  As economic recovery takes hold and activity picks up, particularly in the Alberta oil sands, access to people with certain skill sets and experience as well as access to some specialized equipment is expected to become more restricted.
 
Employees.   As at December 31, 2011, Anderson had 54 full time and 7 part time employees.
 
PRINCIPAL PROPERTIES
 
Oil and Gas Properties.   The following is a description of Anderson’s principal oil and natural gas properties on production or under development as at December 31, 2011. Anderson has a highly centralized land base so only one principal property is described. Unless otherwise noted, references to Anderson’s production means Anderson’s working interest in production (operated and non-operated) before deduction of royalties and without including any royalty interests of Anderson. Reserves are stated as at December 31, 2011, before deduction of royalties, based on forecast price and cost assumptions as evaluated in the GLJ Report. The term “net”, when used to describe Anderson’s working interest in land, means the total area in which Anderson has an interest multiplied by Anderson’s working interest.  The term “net”, when used to describe Anderson’s working interest in wells, means the number of wells determined by aggregating Anderson’s working interest in each of its gross wells. Unless otherwise specified, gross and net acres and well count information are stated as at December 31, 2011.
 
Central Alberta.   The Company has one core area: Central Alberta.     The focus of Anderson’s current Central Alberta operations runs from the Garrington area centered approximately 100 kilometres north of Calgary, Alberta to the Pembina area less than 100 kilometres southwest of Edmonton, Alberta. This area is a combination of several subsidiary operated fields including West Pembina, Buck Lake, Willesden Green, Leedale, Wilson Creek, Garrington, and Ferrier.  The Central Alberta area consists of 61,003 gross (29,487 net) acres of undeveloped land.
 
The majority of Anderson’s oil production in the area is from new horizontal multi-staged fractured wells in the Cardium formation. Anderson’s natural gas production in the Central Alberta area is split between multiple Edmonton Sands pools at depths of less than 1,000 metres and deeper Mannville and Jurassic liquids rich gas pools at depths up to 2,700 metres.  Anderson has an interest in 1,003 gross (581.7 net) natural gas wells and 205 gross (100.2 net) oil wells in the Central Alberta area.
 
Working interest positions of 100% are held in oil batteries at 15-34-035-03 W5, 05-29-37-07 W5 and 08-10-039-02 W5 as well as associated satellite facilities. A 45% working interest is held in an oil battery at 01-27-040-06 W5 as well as a 44% interest is in an oil battery at 15-16-039-28W4 and a 20.9% working interest in the 16-14-039-01W5 oil battery. Varying working interests up to 100% are held in single well and two well oil batteries in Buck Lake, Pembina West, Willesden Green and Garrington.  Anderson has ownership in gas plants at 04-18-032-22 W4, 05-10-033-26 W4, 14-32-037-03 W5, 11-35-037-09 W5, 01-21-038-02 W5, 06-16-038-04 W5, 05-14-039-05 W5 and 10-05-046-06 W5.  Natural gas produced in the Central Alberta area is also processed in third party facilities and the most significant facilities are located at 15-22-040-03 W5, 10-07-051-09 W5 and 11-22-049-12 W5. Anderson has working interests up to 100% in numerous well site and intermediate field booster compression facilities in Central Alberta from 60 to 1,000 horsepower. This includes a 75% and 100% working interest in fit for purpose shallow gas batteries at 05-26-043-05 W5 and 08-20-041-04 W5 respectively.
 
As at December 31, 2011 in the Central Alberta area, Anderson’s total proved reserves were 87 Bcf of natural gas, 2.0 Mstb of NGL and 4.1 Mstb of oil.  Total proved plus probable reserves were 138 Bcf of
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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natural gas, 3.3 Mstb of NGL and 7.4 Mstb of oil.  In 2011, Anderson drilled 51 gross (44.7 net) wells (including 1 gross (1.0 net) dry hole) in the area.
 
Anderson’s production in 2011 from the Central Alberta area was 7,340 BOED or 95% of total production.  Central Alberta is the Company’s primary production growth area.  In 2012, Anderson expects to focus exclusively on drilling Cardium horizontal wells in the Central Alberta area targeting light, sweet crude oil. A farm-in commitment to drill for Edmonton Sands shallow gas wells is expected to be completed in the first quarter of 2013. Various deep, liquids rich natural gas drilling projects such as multi zone development drilling in West Pembina and the Lower Mannville in Bigoray will resume when natural gas prices recover.
 
STATEMENT OF RESERVES DATA AND OTHER INFORMATION
 
The statement of reserves data and other oil and gas information set forth below (the "Statement of Reserves") has an effective date of December 31, 2011 and was prepared as of March 9, 2012.
 
Disclosure of Reserves Data
 
The reserves data in the Statement of Reserves summarizes the estimated oil, NGL and natural gas reserves of Anderson and the net present values of future net revenue for these reserves using forecast prices and costs.  The evaluations were prepared in accordance with procedures and standards contained in the COGE Handbook.  The reserves definitions used in preparing the GLJ Report are those contained in the COGE Handbook and the Canadian Securities Administrators National Instrument 51-101 ("NI 51-101"). Anderson engaged GLJ to provide an evaluation of proved and proved plus probable reserves and no attempt was made to evaluate possible reserves.
 
The results of the evaluations of GLJ, contained in the GLJ Report based on forecast price and cost assumptions are summarized in the tables below.  All evaluations of future revenue are after the deduction of future income tax expenses (unless otherwise noted in the tables), royalties, development costs, production costs and well abandonment costs, but before consideration of indirect costs such as administrative, overhead and other miscellaneous expenses.  The estimated future net revenue contained in the following tables does not necessarily represent the fair market value of Anderson's reserves.  There is no assurance that the forecast price and cost assumptions contained in the GLJ Report will be attained and variances could be material.  Other assumptions and qualifications relating to costs and other matters are summarized in the notes to the following tables.  The recovery and reserves estimates on Anderson's properties described herein are estimates only.  The actual reserves on Anderson's properties may be greater or less than those calculated.
 
The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to effects of aggregation.
 
The Report on Reserves Data by GLJ in Form 51-101F2 and the Report of Management and Directors on Reserves Data and Other Information in Form 51-101F3 are included in Schedules 1 and 2 to this Annual Information Form.
 
All of Anderson’s reserves are in Canada, in the province of Alberta.  As of December 31, 2011, Anderson has both heavy oil reserves and quantities of CBM reserves which have been segregated in the accompanying tables.
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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SUMMARY OF OIL AND GAS RESERVES
As of December 31, 2011
GLJ Forecast Prices and Costs (1)(2)(3)(5)(6)
 
   
Light and
Medium Oil
   
Heavy Oil
   
Natural Gas
   
Natural Gas Liquids
   
Total Oil Equivalent
 
   
Gross
(Mbbl)
   
Net
(Mbbl)
   
Gross
(Mbbl)
   
Net
(Mbbl)
   
Gross
(MMcf)
   
Net
(MMcf)
   
Gross
(Mbbl)
   
Net
(Mbbl)
   
Gross
(MBOE)
   
Net
(MBOE)
 
Proved Developed Producing
    2,541       2,196       35       31       50,783       44,174       1,534       1,054       12,573       10,643  
Proved Developed Non-Producing
    41       37       -       -       6,532       5,953       22       18       1,151       1,048  
Proved Undeveloped
    1,507       1,317       -       -       31,727       28,084       426       325       7,221       6,323  
Total Proved
    4,089       3,550       35       31       89,042       78,211       1,982       1,397       20,945       18,013  
Probable
    3,284       2,806       36       32       52,347       46,087       1,335       935       13,379       11,454  
Total Proved Plus Probable
    7,373       6,356       71       63       141,389       124,298       3,316       2,332       34,325       29,467  
 
NET PRESENT VALUES OF FUTURE NET REVENUE
As of December 31, 2011
GLJ Forecast Prices and Costs (1)(2)(3)(7)
 
 
 
 
 
Before Income Taxes Discounted at (%/year)
   
Unit Value
Before Income
Taxes
(discounted at
10%/year) ( 8)
 
(thousands of dollars)
    0%       5%       10%       15%       20%    
$/BOE
 
Proved Developed Producing
    308,576       247,604       207,906       180,236       159,918       19.53  
Proved Developed Non-Producing
    13,942       10,000       7,366       5,541       4,240       7.03  
Proved Undeveloped
    78,161       40,082       17,806       4,082       (4,713 )     2.82  
Total Proved
    400,679       297,687       233,078       189,858       159,445       12.94  
Probable
    346,038       195,982       122,234       81,541       56,965       10.67  
Total Proved Plus Probable
    746,717       493,669       355,311       271,399       216,410       12.06  
 
 
 
After Income Taxes Discounted at (%/year) (9)
 
(thousands of dollars)
    0%       5%       10%       15%       20%  
Proved Developed Producing
    308,576       247,604       207,906       180,236       159,918  
Proved Developed Non-Producing
    13,942       10,000       7,366       5,541       4,240  
Proved Undeveloped
    78,161       40,082       17,806       4,082       (4,713 )
Total Proved
    400,679       297,687       233,078       189,858       159,445  
Probable
    283,504       166,971       107,654       73,731       52,560  
Total Proved Plus Probable
    684,183       464,658       340,732       263,589       212,005  
 
The negative net present value for proved undeveloped reserves at 20% discount rate is related to the development of undeveloped natural gas reserves and implies that the return is less than 20% for these reserves at current price forecasts.  See further discussion under “Additional Information Related to Reserves Data – Undeveloped Reserves”.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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TOTAL FUTURE NET REVENUE
(UNDISCOUNTED)
As of December 31, 2011
GLJ Forecast Prices and Costs   (1)(2)(3)(7)
   
Revenue
   
Royalties
   
Operating
Costs
   
Development
Costs
   
Abandonment Costs
   
Future Net
Revenue
Before
Income
Taxes
   
Future
Income
Taxes (9)
   
Future Net
Revenue
After Future
Income
Taxes
 
(in thousands of dollars)
                                               
Total Proved
    1,115,803       136,688       409,156       149,767       19,513       400,679       -       400,679  
Total Proved Plus
    Probable
    1,945,436       253,823       654,947       264,891       25,057       746,717       62,533       684,183  
 

FUTURE NET REVENUE
BY PRODUCTION GROUP
As of December 31, 2011
GLJ Forecast Prices and Costs   (2)(3)(4)
 
Production Group
 
Future Net Revenue Before
Income Taxes
(discounted at 10%/year) (iii)
   
Unit Value Before
Income Taxes
(discounted at 10%/year) (iii)
 
     
(in thousands of dollars)
   
($/BOE)
 
Total Proved
Light and Medium Crude Oil (i)
    137,305       26.32  
 
Heavy Oil (i)
    1,506       16.04  
 
Natural Gas (ii)
    91,996       7.48  
 
Non-conventional Oil and Gas Activities
    2,271       5.74  
        233,078       12.94  
                   
Total Proved Plus Probable
Light and Medium Crude Oil (i)
    200,907       21.50  
 
Heavy Oil (i)
    2,083       14.72  
 
Natural Gas (ii)
    148,223       7.70  
 
Non-conventional Oil and Gas Activities
    4,099       5.53  
        355,311       12.06  
Notes:
 
(i)
Including solution gas and other by-products.
 
(ii)
Including by-products but excluding solution gas.
 
(iii)
Other Company revenue and costs not related to a specific production group have been allocated proportionately to production groups.  Unit values are based on net reserves.
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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SUMMARY OF PRICING AND INFLATION RATE ASSUMPTIONS
As of January 1, 2012
GLJ Forecast Prices and Costs
 
                               
   
Oil
   
Natural Gas
   
Natural Gas Liquids
             
Year
 
WTI
Cushing 
Oklahoma
($US/bbl)
   
Edmonton
Par Price
40° API
($Cdn/bbl)
   
Hardisty
Heavy
12° API
($Cdn/bbl)
   
Cromer
Medium
29° API
($Cdn/bbl)
   
AECO Gas
Price
($Cdn/Mcf)
   
Edmonton
Propane ($Cdn/bbl)
   
Edmonton
Butane ($Cdn/bbl)
   
Edmonton
Pentanes
Plus
($Cdn/bbl)
   
Inflation
Rates (3a)
%/Year
   
Exchange
Rates (3b)
($US/$Cdn)
 
2012
    97.00       97.96       72.37       90.12       3.49       58.78       76.41       107.76       2.0       0.98  
2013
    100.00       101.02       73.60       92.94       4.13       60.61       78.80       108.09       2.0       0.98  
2014
    100.00       101.02       74.51       91.93       4.59       60.61       78.80       105.06       2.0       0.98  
2015
    100.00       101.02       74.51       91.93       5.05       60.61       78.80       105.06       2.0       0.98  
2016
    100.00       101.02       74.51       91.93       5.51       60.61       78.80       105.06       2.0       0.98  
2017
    100.00       101.02       74.51       91.93       5.97       60.61       78.80       105.06       2.0       0.98  
2018
    101.35       102.40       75.54       93.18       6.21       61.44       79.87       106.49       2.0       0.98  
2019
    103.38       104.47       77.09       95.07       6.33       62.68       81.49       108.65       2.0       0.98  
2020
    105.45       106.58       78.67       96.99       6.46       63.95       83.13       110.84       2.0       0.98  
2021
    107.56       108.73       80.28       98.95       6.58       65.24       84.81       113.08       2.0       0.98  
Thereafter 2%
                                                                         
 
 
 
 
 
 
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
11

 
Notes:
(1)
Columns may not add due to rounding.
 
(2)
“Gross” or “gross” means Anderson’s working interest (operated and non-operated) share before deduction of royalties and without including any royalty interest owned by Anderson.
 
“Net” or “net” means Anderson’s working interest (operated and non-operated) share after deduction of royalty obligations, plus Anderson’s royalty interests in reserves.
 
“Royalties” refers to royalties paid to others.  The royalties deducted from the reserves are based on the percentage royalty calculated by applying the applicable royalty rate or formula.  In the case of Crown sliding scale royalties which are dependent on selling prices, the price forecasts for the individual properties in question have been employed.
 
“Reserves” are the estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on: analysis of drilling, geological, geophysical and engineering data; the use of established technology; and specified economic conditions, which are generally accepted as being reasonable.  Reserves are classified according to the degree of certainty associated with the estimates.
 
“Proved Plus Probable Reserves” means the aggregate of Proved Reserves and Probable Reserves.
 
“Proved Reserves” are those Reserves that can be estimated with a high degree of certainty to be recoverable.  It is likely that the actual remaining quantities recovered will exceed the estimated Proved Reserves.  At least a 90 percent probability that the quantities actually recovered will equal or exceed the estimated Proved Reserves is the targeted level of certainty.
 
“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.  At least a 50 percent probability that the quantities actually recovered will equal or exceed the sum of the estimated Proved Plus Probable Reserves is the targeted level of certainty.
 
“Proved Developed Reserves” are those Reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (e.g., when compared to the cost of drilling a well) to put the Reserves on production.  The developed category may be subdivided into producing and non-producing.
 
“Developed Producing Reserves” are those Reserves that are expected to be recovered from completion intervals open at the time of the estimate.  These Reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
 
“Developed Non-Producing Reserves” are those Reserves that either have not been on production, or have previously been on production, but are shut-in, and the date of resumption of production is unknown.
 
“Undeveloped Reserves” are those Reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production.  They must fully meet the requirements of the Reserves classification (proved, probable, possible) to which they are assigned.
 
(3)
The forecast cost and price assumptions assume the continuance of current laws and regulations and increases in wellhead selling prices, and take into account inflation with respect to future operating and capital costs.  In the GLJ Report, operating costs are assumed to escalate at 2% per annum.  Crude oil and natural gas base case prices as forecast by GLJ effective December 31, 2011 consider the following:
 
 
(a) 
Inflation rates for forecasting prices and costs; and
 
 
(b) 
Exchange rates used to generate the benchmark reference prices in this table.
 
(4)
Future net revenue is attributed to a product group based on each field’s primary producing product.
 
(5)
Substantially all of the proved producing reserves evaluated in the GLJ Report were on production at December 31, 2011.
 
(6)
The extent and character of all factual data supplied to GLJ were accepted by GLJ as represented. The crude oil and natural gas reserves calculations and any projections upon which the GLJ Report is based were determined in accordance with generally accepted evaluation practices. No field inspections were conducted.
 
(7)
GLJ includes well abandonment costs for all wells with reserves at the property level.  Additional abandonment costs associated with non-reserves wells, lease reclamation costs and facility abandonment and reclamation expenses have not been included in the analysis.
 
(8)
Unit values for future net revenue are calculated using net reserves.
 
(9)
Canadian income taxes were calculated based on currently legislated federal and provincial tax rates, tax regulations and estimated tax pools.  The after-tax net present value of Anderson’s oil and gas properties here reflects the tax burden on the properties on a stand-alone basis.  It does not consider the business-entity-level tax situation, tax planning or future changes to tax rates or tax regulations.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
12

Reconciliation of Reserves .   The following table provides a summary of the changes in the Company’s reserves which occurred in the most recent fiscal year, based upon escalated price and cost assumptions, net of applicable royalties.
 
RESERVES RECONCILIATION SUMMARY BY PRINCIPAL PRODUCT TYPE
GLJ Forecast Prices and Costs
Gross Reserves (1)
 
   
Total Proved
   
Total Probable
   
Total Proved Plus Probable
 
   
Light & Medium Oil
   
Heavy
Oil
   
Conventional Natural Gas
   
CBM
Gas
   
NGL
   
Total
   
Light & Medium Oil
   
Heavy
Oil
   
Conventional Natural Gas
   
CBM Gas
   
NGL
   
Total
   
Light & Medium Oil
   
Heavy
Oil
   
Conventional Natural Gas
   
CBM Gas
   
NGL
   
Total
 
   
(Mbbl)
   
(Mbbl)
   
(MMcf)
   
(MMcf)
   
(Mbbl)
   
(MBOE)
   
(Mbbl)
   
(Mbbl)
   
(MMcf)
   
(MMcf)
   
(Mbbl)
   
(MBOE)
   
(Mbbl)
   
(Mbbl)
   
(MMcf)
   
(MMcf)
   
(Mbbl)
   
(MBOE)
 
December 31, 2010
  1,975     251     92,873     4,440     1,673     20,117     1,542     140     49,388     3,920     1,003     11,570     3,517     391     142,261     8,360     2,676     31,687  
Extensions and Improved Recovery
  2,716     -     9,253     -     434     4,692     1,941     -     8,991     -     395     3,834     4,656     -     18,244     -     829     8,526  
Dispositions
  -     (177 )   (768 )   (78 )   (19 )   (337 )   (37 )   (99 )   (226 )   (132 )   (5 )   (200 )   (37 )   (276 )   (994 )   (210 )   (24 )   (537 )
Technical revisions
  (20 )   15     4,587     -     142     901     (162 )   (5 )   227     -     (59 )   (187 )   (182 )   10     4,814     -     83     714  
Economic factors
  -     -     (8,350 )   (1,373 )   -     (1,621 )   -     -     (8,407 )   (1,415 )   -     (1,637 )   -     -     (16,757 )   (2,788 )   -     (3,258 )
Production
  (582 )   (54 )   (11,252 )   (290 )   (248 )   (2,807 )   -     -     -     -     -     -     (582 )   (54 )   (11,252 )   (290 )   (248 )   (2,807 )
December 31, 2011
  4,089     35     86,343     2,699     1,982     20,945     3,284     36     49,973     2,374     1,335     13,379     7,373     71     136,316     5,073     3,316     34,325  
Notes:
(1)
Columns and rows may not add due to rounding.


 
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
13

 
ADDITIONAL INFORMATION RELATING TO RESERVES DATA
 
Undeveloped Reserves.
 
ATTRIBUTION HISTORY

   
Natural gas
   
Oil
   
NGL
 
   
Proved
Undeveloped
   
Probable
Undeveloped
   
Proved
Undeveloped
   
Probable
Undeveloped
   
Proved
Undeveloped
   
Probable
Undeveloped
 
   
First
attributed
   
Total at
year end
   
First
attributed
   
Total at
year end
   
First
attributed
   
Total at
year end
   
First
attributed
   
Total at
year end
   
First
attributed
   
Total at
year end
   
First
attributed
   
Total at
year end
 
   
(Bcf)
   
(Bcf)
   
(Bcf)
   
(Bcf)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
   
(Mbbl)
 
Prior to 2009
  58.3     58.3     28.1     28.1     142     142     89     89     503     503     157     157  
2009
  24.4     66.9     13.6     40.3     122     219     289     454     93     306     135     343  
2010
  5.0     37.4     6.5     36.5     686     755     1,014     1,110     142     248     280     494  
2011
  3.8     31.7     9.9     34.5     1,091     1,507     1,950     2,292     201     426     429     725  
 
Proved undeveloped reserves remained consistent between 2010 and 2011 at 7,228 MBOE and 7,221 MBOE respectively.  While there were negative revisions due to economic factors in the Edmonton Sands total proved reserves, this was offset by adding 19 new Cardium total proved undeveloped oil locations.  Probable undeveloped reserves were 7,688 MBOE in 2010 and 8,775 MBOE in 2011.  The 2011 economic factor negative revision in the Edmonton Sands was due to a GLJ natural gas price forecast that was $0.97 per MMBTU lower in the 2012 to 2021 period than the prior year’s forecast.
 
All of the 2012 development drilling will be for light, sweet crude oil in the Cardium formation using horizontal, multi-staged fractured wells. In Garrington, Ferrier, Willesden Green and miscellaneous Cardium areas there are 40 oil locations attributed proved undeveloped reserves by GLJ provided the development of the discovered petroleum initially in place is adequate to generate a before tax internal rate of return exceeding 10%. There are also 32 oil locations attributed probable undeveloped reserves by GLJ where the only analog producers are further away or there is some other degree of additional uncertainty. Development of both proved and probable undeveloped Cardium locations will take place between 2012 and 2014.
 
In the greater Sylvan Lake area of Central Alberta, there are a large number of  Edmonton Sands natural gas infill locations that have been attributed proved undeveloped reserves by GLJ if there is high confidence net pay at that location and if there is offsetting Edmonton Sands production in an immediately adjacent spacing unit. Probable undeveloped reserves are assigned using a similar methodology when the distance to the analog is greater. Per location undeveloped reserves values are assigned based on average analog decline analysis. Some drilling of these undeveloped tracts is expected to take place in the first quarter of 2013 with the drilling of the final 74 wells of a major farm-in commitment. Consistent with the GLJ price forecast, drilling is expected to re-commence in 2015. This will allow for existing proved undeveloped reserves and probable undeveloped reserves to be converted into proved developed producing reserves by 2017.
 
Proved undeveloped and probable undeveloped liquids rich gas reserves are also found in West Pembina in the Rock Creek, Notikewin and Viking formations. Natural gas and NGL proved and probable undeveloped reserves are assigned based on the net pay mapping confidence. These locations are scheduled to be drilled between 2013 and 2015.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
14
 
 

 
 
Significant Factors or Uncertainties.   The process of evaluating reserves is inherently complex.  It requires significant judgments and decisions based on available geological, geophysical, engineering and economic data.  These estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.  The reserves estimates contained herein are based on current production forecasts, geological evaluation, engineering data, prices and economic conditions and were evaluated by GLJ, an independent engineering firm. These factors and assumptions include among others: (i) historical production in the area compared with production rates from analogous producing areas; (ii) initial production rates; (iii) production decline rates; (iv) ultimate recovery of reserves; (v) success of future development activities; (vi) marketability of production; (vii) effects of government regulations; and (viii) other government levies imposed over the life of the reserves.
 
As circumstances change and additional data becomes available, reserves estimates also change.  Estimates are reviewed and revised, either upward or downward, as warranted by the new information. Revisions are often required due to changes in well performance, prices, economic conditions and governmental restrictions. Revisions to reserves estimates can arise from changes in year end prices, reservoir performance and geologic conditions or production. These revisions can be either positive or negative.
 
For additional details of significant economic factors and uncertainties affecting the reserves of Anderson, see “Risk Factors” in this Annual Information Form.
 
Future Development Costs.   The following table sets forth future development costs deducted in the estimation of Anderson’s future net revenue attributable to the reserves categories noted below.
 
   
Forecast Prices and Costs
 
(in thousands of dollars)
 
Proved Reserves
   
Proved Plus Probable
Reserves
 
2012
    39,052       53,663  
2013
    44,587       85,269  
2014
    6,244       30,048  
2015
    36,393       44,558  
2016
    9,292       26,061  
Thereafter
    14,199       25,292  
Total (undiscounted)
    149,767       264,891  
Total (discounted at 10%)
    121,080       212,302  
 
Future development costs are associated with reserves as disclosed in the GLJ Report and do not necessarily represent Anderson’s exploration and development budget.  Anderson expects to fund its future development capital with a combination of internally generated cash flow, property dispositions, debt and periodic issuance of equity. Corporate cost of capital has been affected by recent economic conditions, but future net revenue discount factors used herein are still considered appropriate.
 
Planned capital expenditures for the first half of 2012 are expected to be approximately $18.3 million ($12 million net of proceeds on dispositions) dedicated exclusively to Cardium horizontal multi-stage hydraulic fractured wells.  Capital spending for the second half of 2012 will be revisited in the second quarter of 2012.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
15

Oil and Gas Properties and Wells.   The following table summarizes the location of the Company’s interests in crude oil and natural gas wells which are producing or which the Company considers to be capable of production as at December 31, 2011:
 
   
Oil Wells
   
Natural Gas Wells
 
   
Producing
   
Non-Producing
   
Producing
   
Non-Producing
 
   
Gross (1)
   
Net (2)
   
Gross (1)
   
Net (2)
   
Gross (1)
   
Net (2)
   
Gross (1)
   
Net (2)
 
Alberta
    163       87.2       2       2.0       690       373.5       59       42.7  
British Columbia
    -       -       -       -       -       -       1       0.8  
Total
    163       87.2       2       2.0       690       373.5       60       43.5  
Notes:
 
(1)
“Gross” wells are defined as the total number of wells in which Anderson has an interest.
 
(2)
“Net” wells are defined as the aggregate of the numbers obtained by multiplying each gross well by Anderson’s working interest therein.
 
Properties with No Attributed Reserves.
 
UNDEVELOPED LAND
   
Gross Acres
   
Net Acres
 
Alberta
    94,375       42,593  
British Columbia
    1,992       822  
Total
    96,367       43,415  
 
Rights to explore, develop and exploit up to 4,029 net acres of undeveloped land holdings with respect to the Company’s oil and gas assets could expire by December 31, 2012.  The Company may be able to continue these lands by drilling and applying for continuation applications with regulatory agencies.
 
Forward Contracts.   As at December 31, 2011, Anderson had a fixed price contract for the first quarter of 2012 for 500 barrels per day of crude oil at NYMEX crude oil price of Canadian $106.04 per barrel and a fixed price contract for calendar 2012 for 1,000 barrels per day of crude oil at a NYMEX crude oil price of Canadian $103.93 per barrel.
 
Abandonment Costs.   The following table sets out Anderson’s abandonment costs deducted in the estimation of Anderson’s future net revenue attributable to the reserve categories noted below based on forecast prices and costs at December 31, 2011:
 
   
Total Abandonment Costs
 
(in thousands of dollars)
 
Proved
   
Proved Plus Probable
 
2012
    595       499  
2013
    182       114  
2014
    133       231  
2015
    315       80  
2016
    423       247  
Remainder
    17,865       23,886  
Total
    19,513       25,057  
Total (discounted at 10% per year)
    6,198       5,952  
 
Well abandonment costs are included in the reserves data and were either provided by management of Anderson (and reviewed by GLJ for reasonableness) or estimated by GLJ.  Anderson will be liable for its share of ongoing environmental obligations and for the ultimate reclamation of the properties held by it upon abandonment.  Ongoing environmental obligations are expected to be funded out of funds from operations of Anderson.  As at December 31, 2011, the estimate included in the GLJ Report in respect of Anderson’s total proved reserves represents downhole abandonment cost estimates in respect of approximately 466 net wells.  The estimate included in the GLJ Report in respect of Anderson’s total proved plus probable reserves represents downhole abandonment cost estimates in respect of approximately 598 net wells.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
16
Tax Horizon.   Anderson was not required to pay any cash income taxes for the year ended December 31, 2011.  Based on current production, price assumptions in the GLJ Report and budgeted capital spending, interest and general and administrative cost levels, Anderson does not expect to be taxable until 2021 or later.
 
Costs Incurred.   The following table summarizes the costs incurred (net of incentives and net of certain proceeds and including capitalized general and administrative expenses) related to Anderson’s activities for the years ended December 31, 2011 and December 31, 2010.  The December 31, 2010 amounts have been restated as a result of the conversion to International Financial Reporting Standards (“IFRS”) effective January 1, 2011.  The change in the costs incurred for December 31, 2010 relates to a change in the amount of capitalized general and administrative expenses allowed under IFRS.
 
      Year Ended
December 31, 2011
      Year Ended
December 31, 2010
 
(in thousands of dollars)
 
 
   
(restated)
 
Property acquisition costs (dispositions)
           
Unproved properties (1)
    4,319       416  
Proved properties
    (11,525 )     (464 )
Exploration costs (2)
    193       2,747  
Development costs (3)
    166,100       110,344  
Total
    159,087       113,043  
Notes:
 
(1)
Cost of land acquired and non-producing lease rentals on those lands.
 
(2)
Geological and geophysical capital expenditures and drilling costs for exploration wells.
 
(3)
Drilling costs for development wells and costs for equipping, tie-in and facilities for all wells.
 
Exploration and Development Activities.   The following table sets forth the gross and net exploratory and development wells in which Anderson participated during the financial years ended December 31, 2011 and December 31, 2010:
 
December 31, 2011
           
   
Exploratory Wells
   
Development Wells
 
   
Gross (1)
   
Net (2)
   
Gross (1)
   
Net (2)
 
Light and Medium Oil
    -       -       51       43.8  
Natural Gas
    -       -       -       -  
Service
    -       -       -       -  
Dry
    -       -       1       1.0  
Total
    -       -       52       44.8  
Notes:
 
(1)
“Gross” wells are defined as the total number of wells in which Anderson has an interest.
 
(2)
“Net” wells are defined as the aggregate of the numbers obtained by multiplying each gross well by Anderson’s working interest therein.
 
 
December 31, 2010
           
   
Exploratory Wells
   
Development Wells
 
   
Gross (1)
   
Net (2)
   
Gross (1)
   
Net (2)
 
Light and Medium Oil
    1       0.7       21       15.6  
Natural Gas
    -       -       23       19.0  
Service
    -       -       -       -  
Dry
    -       -       4       2.8  
Total
    1       0.7       48       37.4  
Notes:
 
(1)
“Gross” wells are defined as the total number of wells in which Anderson has an interest.
 
(2)
“Net” wells are defined as the aggregate of the numbers obtained by multiplying each gross well by Anderson’s working interest therein.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
17
 
Production. In the GLJ Report, estimates of 2012 future net revenue in the total proved reserves forecast pricing case are based on 26.7 MMcfd of natural gas production, 1,848 bpd of oil production and 688 bpd of NGL production. The Central Alberta area represents 25.7 MMcfd of natural gas production, 1,800 bpd of oil production and 667 bpd of NGL production in the total proved case.
 
In the total proved plus probable reserves forecast pricing case, the future net revenue estimates are based on 27.6 MMcfd of natural gas production, 2,064 bpd oil production and 721 bpd of NGL production. The Central Alberta area represents 26.5 MMcfd of natural gas production, 2,015 bpd of oil production and 700 bpd of NGL production in the total proved plus probable case.
 
Production History. The following tables summarize certain information in respect of production, prices, royalties, production costs and netbacks, before deduction of royalties, for the periods indicated below:
 
   
Fiscal 2011 Three months ended
       
   
March 31,
2011
   
June 30,
2011
   
September 30,
2011
   
December 31,
2011
   
Total
 
Average daily production:
                             
Natural gas (Mcfd)
    33,931       31,990       30,038       30,576       31,620  
NGL (bpd)
    699       667       636       715       679  
Oil (bpd)
    1,372       1,759       1,709       2,122       1,743  
Combined (BOED)
    7,726       7,758       7,351       7,933       7,692  
                                         
Average price received:
                                       
Natural gas ($/Mcf)
    3.58       3.79       3.85       3.20       3.60  
NGL ($/bbl)
    65.97       74.24       66.07       72.71       69.81  
Oil ($/bbl) (1)
    84.71       99.39       89.05       96.33       93.05  
Combined ($/BOE) (1)
    36.80       44.71       42.16       44.70       42.13  
                                         
Royalties paid:
                                       
Natural gas and NGL ($/Mcfe)
    0.34       0.54       0.48       0.50       0.46  
Oil ($/bbl)
    9.18       12.68       13.10       13.11       12.24  
Combined ($/BOE)
    3.31       5.37       5.24       5.71       4.92  
                                         
Production costs:
                                       
Natural gas and NGL ($/Mcfe)
    1.80       2.01       1.91       1.46       1.80  
Oil ($/bbl)
    11.72       14.03       10.39       7.88       10.73  
Combined ($/BOE)
    10.96       12.70       12.11       8.74       11.10  
                                         
Netback received:
                                       
Natural gas and NGL ($/Mcfe)
    2.25       2.19       2.27       2.34       2.26  
Oil ($/bbl) (1)
    63.81       72.68       65.56       75.34       70.08  
Combined ($/BOE) (2)
    21.96       25.47       26.10       29.88       25.89  
 
(1)
Excludes realized and unrealized losses on derivative contracts.
(2)
Includes royalty and other income classified with oil and gas sales and realized loss on derivative contracts, but excludes unrealized gains (losses) on derivative contracts.
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
18
 
   
Fiscal 2010 Three months ended
       
   
March 31,
2010
   
June 30,
2010
   
September 30,
2010
   
December 31,
2010
   
Total
 
Average daily production:
                             
Natural gas (Mcfd)
    35,221       38,998       35,778       38,479       37,124  
NGL (bpd)
    785       741       761       823       778  
Oil (bpd)
    345       491       568       992       601  
Combined (BOED)
    7,000       7,732       7,292       8,228       7,566  
                                         
Average price received:
                                       
Natural gas ($/Mcf)
    5.22       3.78       3.43       3.48       3.96  
NGL ($/bbl)
    56.68       53.55       51.41       58.87       55.22  
Oil ($/bbl)   (1)
    75.47       70.45       68.24       77.62       73.62  
Combined ($/BOE) (1)
    36.93       28.88       28.21       31.63       31.31  
                                         
Royalties paid:
                                       
Natural gas and NGL ($/Mcfe)
    0.80       0.33       0.36       0.33       0.45  
Oil ($/bbl)
    16.16       8.61       6.48       10.19       9.83  
Combined ($/BOE)
    5.39       2.41       2.48       2.98       3.26  
                                         
Production costs:
                                       
Natural gas and NGL ($/Mcfe)
    1.74       1.62       1.56       1.85       1.70  
Oil ($/bbl)
    11.21       13.61       13.33       14.05       13.38  
Combined ($/BOE)
    10.91       9.89       9.71       11.62       10.56  
                                         
Netback received:
                                       
Natural gas and NGL ($/Mcfe)
    3.18       2.36       2.09       2.02       2.39  
Oil ($/bbl) (1)
    48.10       48.23       48.43       53.38       50.41  
Combined ($/BOE)   (2)
    20.63       16.58       16.02       16.86       17.44  
 
(1)
Excludes realized and unrealized losses on derivative contracts.
(2)
Includes royalty and other income classified with oil and gas sales and realized loss on derivative contracts, but excludes unrealized loss on derivative contracts.
 
The following tables summarize Anderson’s average daily production from the material fields comprising Anderson’s assets for the years ended December 31, 2011 and December 31, 2010:
 
December 31, 2011
                 
   
Light and Medium
Crude Oil and NGL
(bpd)
   
Natural Gas
(Mcfd)
   
Combined
(BOED)
 
                   
Central Alberta
    2,302       30,225       7,340  
North Central Alberta
    47       1,359       273  
Other
    73       36       79  
Total
    2,422       31,620       7,692  
 
 
December 31, 2010
                 
   
Light and Medium
Crude Oil and NGL
(bpd)
   
Natural Gas
(Mcfd)
   
Combined
(BOED)
 
                   
Central Alberta
    1,243       35,609       7,177  
North Central Alberta
    37       1,463       281  
Other
    99       52       108  
Total
    1,379       37,124       7,566  
 
On a barrel of oil equivalent basis, the production from Anderson’s oil and gas assets for the year ended December 31, 2011 was 22.7% light and medium quality crude oil, 68.5% natural gas and 8.8% NGL and for the year ended December 31, 2010 was 7.9% light and medium quality crude oil, 81.8% natural gas and 10.3% NGL.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
19
 
DIVIDENDS
 
Since inception, the Company has neither declared nor paid any dividends on its common shares.  The Company intends to retain its earnings to finance growth and expand its operations and does not anticipate paying any dividends on its common shares in the foreseeable future.
 
CAPITAL STRUCTURE
 
Anderson is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, of which 172,549,701 common shares are issued and outstanding as fully paid and non-assessable shares as at March 16, 2012.  The following is a description of the Company’s common and preferred shares.
 
Common Shares.   The holders of common shares are entitled to one vote at all meetings of shareholders of Anderson except at meetings of which only holders of a specified class of shares are entitled to vote.  Common shareholders are entitled to receive, subject to the prior rights and privileges attaching to any other class of shares of Anderson, such dividends as may be declared by Anderson.  Holders of common shares will be entitled upon liquidation, dissolution or winding-up of Anderson, subject to the prior rights and privileges attaching to any other class of shares of Anderson, to receive the remaining property and assets of Anderson.
 
Preferred Shares.   Anderson is authorized to issue an unlimited number of preferred shares, issuable in series.  Subject to the provisions of the ABCA, the Board of Directors of Anderson is authorized to fix, before the issue thereof, the designation, rights and privileges, restrictions and conditions attaching thereto.  No preferred shares are currently outstanding.
 
Convertible Debentures. The Company’s Series A Convertible Debentures (the “Series A Convertible Debentures”) have a face value of $1,000, bear interest at the rate of 7.5% per annum payable semi-annually in arrears on the last day of January and July of each year, commencing on July 31, 2011 and mature on January 31, 2016. The Series A Convertible Debentures are convertible at the holder’s option at a conversion price of $1.55 per common share, subject to adjustment in certain events.  The Series A Convertible Debentures are not redeemable by the Company before January 31, 2014.
 
The Company’s Series B Convertible Debentures (the “Series B Convertible Debentures”) have a face value of $1,000, bear interest at the rate of 7.25% per annum payable semi-annually in arrears on the last day of June and December of each year, commencing on December 31, 2011 and mature on June 30, 2017. The Series B Convertible Debentures are convertible at the holder’s option at a conversion price of $1.70 per common share, subject to adjustment in certain events.  The Series B Convertible Debentures are not redeemable by the Company before June 30, 2014.
 
Market for Securities.   The outstanding common shares, the Series A Convertible Debentures and the Series B Convertible Debentures of the Company have been listed and posted for trading on the Toronto Stock Exchange under the symbols “AXL”, “AXL.DB” and “AXL.DB.B”, respectively.  The Series B Convertible Debentures commenced trading on June 8, 2011, the Series A Convertible Debentures commenced trading December 31, 2010 and the common shares have been traded since September 7, 2005.  The following tables set out the high and low prices and average trading volume of common shares and convertible debentures as reported by the Toronto Stock Exchange, as applicable, since January 1, 2011, for the periods indicated.
 
 
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
20
 
Common shares
 
Period
 
High ($)
   
Low ($)
   
Trading Volume
 
2011
                 
January
    1.20       1.00       13,368,132  
February
    1.25       1.13       21,150,067  
March
    1.36       1.10       27,057,640  
April
    1.23       1.02       9,067,999  
May
    1.12       0.91       7,534,912  
June
    1.02       0.77       6,789,336  
July
    0.87       0.78       4,957,484  
August
    0.79       0.62       9,115,156  
September
    0.69       0.42       9,667,355  
October
    0.63       0.35       15,386,363  
November
    0.71       0.50       11,068,776  
December
    0.60       0.50       6,748,342  
2012
                       
January
    0.60       0.48       4,622,146  
February
    0.65       0.48       6,385,515  
March 1 to 16
    0.68       0.59       2,540,091  

   
Series A Convertible Debentures
   
Series B Convertible Debentures (1)
 
Period
 
High ($)
   
Low ($)
   
Trading
Volume (2)
   
High ($)
   
Low ($)
   
Trading
Volume (2)
 
2011
                                   
January
    108.00       101.99       38,440                    
February
    110.00       107.00       12,080                    
March
    113.00       108.00       29,890                    
April
    112.00       106.25       110,390                    
May
    108.00       104.00       32,400                    
June
    105.00       101.75       48,300       99.20       95.00       44,640  
July
    103.88       102.00       4,000       100.00       96.50       25,550  
August
    101.81       95.15       14,800       99.24       93.25       17,710  
September
    96.00       83.00       9,930       95.00       85.00       6,010  
October
    92.00       76.76       35,101       91.00       74.00       8,840  
November
    97.00       92.00       7,652       94.50       87.50       3,610  
December
    96.00       93.50       11,060       93.50       90.00       6,910  
2012
                                               
January
    98.00       96.00       6,950       96.50       92.00       9,920  
February
    98.00       93.00       7,890       97.00       90.00       20,280  
March 1 to 16
    99.26       98.00       1,670       97.50       96.50       5,420  
 
(1) Series B Convertible Debentures began trading June 8, 2011.
(2) Trading volumes are per $100 principal amount.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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  DIRECTORS AND OFFICERS
Name and
Municipality
of Residence
 
 
 
Office Held
Principal Occupation for the Last Five Years
 
Director
Since (5)
   
Common
Shares of
Anderson
Owned   (6)
 
                 
J.C. Anderson (4)
Calgary, Alberta
Chairman of the
Board
Chairman of the Board of Anderson since January 2002
 
2002
      12,000,000  
                   
Brian H. Dau
Calgary, Alberta
President and Chief Executive Officer and Director
President and Chief Executive Officer of Anderson since February 2002
 
2002
      2,232,454  
                   
Christopher L. Fong (1)(2)(3)(4)
Calgary, Alberta
Director
Corporate Director since June 2009; Global Head, Corporate Banking, Energy, with RBC Capital Markets until May 2009
 
2009
      25,000  
                   
Glenn D. Hockley (1)(3)(4)
Calgary, Alberta
Director
Independent Businessman since 2005; Chairman of the Aquest Board from January 2004 to September 2005
 
2005
      1,603,539  
                   
David J. Sandmeyer (2)(3)(4)
Calgary, Alberta
Director
Corporate Director since May 2009; President and CEO of Freehold Royalty Trust and Rife Resources Ltd. until May 2009
 
2010
      30,000  
                   
David G. Scobie (1)(2)(4)
Calgary, Alberta
Director
Corporate Director since April 2002
 
2002
      242,424  
                   
David M. Spyker
Dewinton, Alberta
Chief Operating Officer
Chief Operating Officer since July 2009, prior thereto Vice President, Business Development of Anderson from February 2002 to July 2009
  N/A       454,596  
                   
M. Darlene Wong
Calgary, Alberta
Vice President, Finance, Chief Financial Officer and Secretary
Vice President, Finance, Chief Financial Officer and Secretary of Anderson since February 2002
  N/A       694,177  
                   
Blaine M. Chicoine
Calgary, Alberta
Vice President,
Drilling and Completions
Vice President, Operations of Anderson since June 2002
  N/A       457,065  
                   
Sandra M. Drinnan
Calgary, Alberta
Vice President, Land
Vice President, Land of Anderson since October 2010, prior thereto Manager, Land of Anderson since March 2003
  N/A       44,858  
                   
Philip A. Harvey
Cochrane, Alberta
 
Vice President, Exploitation
 
Vice President, Exploitation of Anderson since February 2002
  N/A       494,309  
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
22
 
 
Name and
Municipality
of Residence
 
 
 
Office Held
Principal Occupation for the Last Five Years
 
Director
Since (5)
   
Common
Shares of
Anderson
Owned   (6)
 
                 
Jamie A. Marshall
Calgary, Alberta
Vice President, Exploration
Vice President, Exploration of Anderson since July 2008, prior thereto Manager, Exploration of Anderson from March 2006 to June 2008
    N/A       59,498  
                     
Patrick M. O’Rourke
Airdrie, Alberta
Vice President, Production
Vice President, Production of Anderson since February 2011, prior thereto Facility Manager/Senior Production Engineer of Birchcliff Energy Ltd. from April 2009 to February 2011, prior thereto Production Manager of Burlington Resources Ltd./ConocoPhillips Canada from May 2004 to April 2009
    N/A       31,462  

Notes:
 
(1)
Member of the Audit Committee.
 
(2)
Member of the Compensation and Corporate Governance Committee.
 
(3)
Member of the Reserves Committee.
 
(4)
Member of the Special Committee.
 
(5)
The term of office of all directors will expire on the date of the next annual meeting of shareholders.
 
(6)
Common shares held as of February 29, 2012.
 
Corporate Cease Trade Orders or Bankruptcies.   Other than as disclosed below, no director or executive officer of Anderson is, as at the date of this Annual Information Form, or has been, within the past 10 years before the date hereof, a director or executive officer of any other issuer that, while that person was acting in that capacity:
 
(i)
was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
 
(ii)
was subject to an event that resulted, after the person ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or
 
(iii)
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
 
J.C. Anderson was a director of Venus Exploration Inc., which was involuntarily petitioned into bankruptcy by its creditors in the United States Bankruptcy Court for the Eastern District of Texas in 2004.
 
Penalties or Sanctions.   None of the directors, officers or insiders of Anderson have been subject to any penalties or sanctions under securities legislation.
 
Personal Bankruptcies.   None of the directors, officers or insiders of Anderson have in the ten years preceding the date of this Annual Information Form become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings,
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
23
 
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold their assets.
 
Conflicts of Interest .   There are potential conflicts of interest to which the directors and officers of Anderson will be subject to in connection with the operations of Anderson.  In particular, certain of the directors and officers of Anderson are involved in managerial or director positions with other oil and gas companies whose operations may, from time to time, be in direct competition with those of Anderson or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of Anderson.  In accordance with the ABCA, directors who have a material interest or any person who is a party to a material contract or a proposed material contract with Anderson are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract.  In addition, the directors are required to act honestly and in good faith with a view to the best interests of Anderson. Certain of the directors of Anderson have either other employment or other business or time restrictions placed on them and accordingly, these directors of Anderson will only be able to devote part of their time to the affairs of Anderson.
 
AUDIT COMMITTEE INFORMATION
 
The Audit Committee of the Board of Directors of Anderson consists of three independent members:  David G. Scobie, Christopher L. Fong and Glenn D. Hockley.
 
The responsibilities and duties of the Audit Committee are set out in the Audit Committee’s terms of reference which are set forth in Schedule 3 to this Annual Information Form.
 
The Board of Directors believes that the composition of the Audit Committee reflects a high level of financial literacy and expertise.  Each member of the Audit Committee has been determined by the Board to be “independent” and “financially literate” as such terms are defined under Canadian securities laws.  The Board has made these determinations based on the education and breadth and depth of experience of each member of the Audit Committee.  The following is a description of the education and experience of each member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee:
 
David G. Scobie has a Bachelor of Commerce degree and Chartered Accountant designation and worked as Vice President, Finance or Chief Financial Officer for various public companies from 1980 to 2005.
 
Christopher L. Fong has a degree in Chemical Engineering and is a Professional Engineer.  Mr. Fong retired in 2009 from his position as Global Head, Corporate Banking, Energy, with RBC Capital Markets after 28 years of service with the bank.
 
Glenn D. Hockley has a Master of Science degree majoring in Geology and is a Professional Geologist.  Mr. Hockley previously served as Chairman of the Board of Aquest and Chairman, President and Chief Executive Officer of Eravista Energy Corp (a predecessor of Aquest) and has over 38 years of experience in the oil and gas industry.
 
Through acting in the capacities described above, each of Messrs. Scobie, Fong and Hockley have extensive experience in either overseeing management responsible for preparing financial statements or evaluating and analyzing financial statements.
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
24
 
Auditor Fees.   The following summarizes fees earned by the Company’s independent auditors, KPMG LLP, for the years ended December 31, 2011 and 2010.
 
   
December 31, 2011
   
December 31, 2010
 
Audit fees:
           
Audit of the Company’s annual consolidated financial
    statements and review of the Company’s interim
    consolidated financial statements
  $ 184,000     $ 150,000  
Fee associated with U.S. registration
    28,000       -  
Fee associated with the adoption of International
    Financial Reporting Standards
    60,000       -  
Fees associated with the issuance of shares or
    convertible debentures
    60,000       30,000  
                 
Tax fees:
               
Tax consultations
    9,450       18,280  
                 
All other fees:
               
French translation services
    120,000       25,000  
                 
Total
  $ 461,450     $ 223,280  
 
RISK FACTORS
 
Exploration, Development and Production Risks.   Oil and natural gas exploration involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  There is no assurance that expenditures made on future exploration by the Company will result in new discoveries of oil and natural gas in commercial quantities.  It is difficult to project the costs of implementing an exploratory drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over pressured zones, tools lost in the hole and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.
 
The long-term commercial success of the Company depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves.  No assurance can be given that the Company will be able to continue to locate satisfactory properties for acquisition or participation.  Moreover, if such acquisitions or participations are identified, the Company may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic.
 
Future oil and gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs.  In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells.  These conditions include delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage, processing or transportation capacity or other geological and mechanical conditions.  While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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Need to Replace and Grow Reserves.   The future oil and natural gas production of the Company, and therefore future cash flows, are highly dependent upon ongoing success in exploring on the Company’s current and future undeveloped land base, exploiting the current producing properties and acquiring or discovering additional reserves. Without reserve additions through exploration, acquisition or development activities, reserves and production will decline over time as reserves are depleted.
 
There can be no assurance that the Company will be able to find and develop or acquire additional reserves to replace and grow production at acceptable costs.
 
The business of discovering, developing, or acquiring reserves is capital intensive.  To the extent cash flows from operations are insufficient and external sources of capital become limited or unavailable, the ability of the Company to make the necessary capital investments to maintain and expand its oil and natural gas reserves may be impaired.
 
If Anderson’s cash flow from operations is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or available on terms acceptable to Anderson.  Failure to obtain such financing on a timely basis could cause Anderson to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations.
 
Uncertainty of Reserve Estimates.   The reserves and resource recovery information contained in the GLJ Report is only an estimate and the actual production and ultimate reserves from the properties may be greater or less than the independent estimates of GLJ.
 
There are numerous uncertainties inherent in estimating quantities of reserves and cash flows to be derived therefrom, including many factors that are beyond the control of the Company.  The reserves and cash flow information set forth herein represent estimates only.  The reserves and estimated future net cash flow from the Company's assets have been independently evaluated effective December 31, 2011 by GLJ.  These evaluations include a number of assumptions relating to factors such as initial production rates, production decline rates, ultimate recovery of reserves, timing and amount of capital expenditures, marketability of production, future prices of oil and natural gas, operating costs and royalties and other government levies that may be imposed over the producing life of the reserves.  These assumptions were based on price forecasts in use at the date the relevant evaluations were prepared and many of these assumptions are subject to change and are beyond the control of the Company.  Actual production and cash flows derived therefrom will vary from these evaluations, and such variations could be material.  The foregoing evaluations are based in part on the assumed success of exploitation activities intended to be undertaken in future years.  The reserves, resources and estimated cash flows to be derived therefrom contained in such evaluations will be reduced to the extent that such exploitation activities do not achieve the level of success assumed in the evaluations.
 
Global Economic Conditions.   Market events and conditions, including European economic conditions, political unrest in the Middle East and market access in the U.S., have caused significant volatility in commodity prices.  The 2008/2009 economic and financial crisis contributed to heightened uncertainty and a deterioration of near-term expectations in respect of the global economy.  Although economic recovery is ongoing, it remains fragile and there is no assurance that a crisis will not recur in the future.  Natural gas prices have weakened as a result of increased supply from U.S. natural gas shale plays and reduced industrial use due to the slow economic recovery in the U.S.  WTI oil prices have increased as a result of increasing demand and political instability in the Middle East.  However, differentials between WTI oil prices and prices received in Alberta have widened and remain volatile.  Commodity prices are expected to remain volatile for the near future as a result of market uncertainties over the supply and demand for commodities and the current state of the world economies, political environments and access to markets .
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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Volatility of Oil and Natural Gas Prices.   The operational results and financial condition of the Company will be dependent on the prices received for oil and natural gas production.  Oil and natural gas prices have fluctuated widely during recent years and are determined by supply and demand factors, including weather and general economic conditions as well as conditions in other oil and natural gas regions.  Any decline in oil and natural gas prices could have an adverse effect on the operations, proved reserves and financial conditions of the Company and could result in a reduction of the net production revenue of the Company causing a reduction in its oil and gas acquisition and development activities.  In addition, bank borrowings which might be made available to the Company are typically determined in part by the borrowing base of the reserves of the Company.  A sustained material decline in prices from historical average prices could reduce the borrowing base of the Company, therefore reducing the bank credit available to the Company and could require that a portion of such bank debt be repaid.
 
Substantial Capital Requirements.   The Company anticipates making substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future, including those related to fulfilling its commitments under the farm-in in Central Alberta. As the Company's revenues may decline as a result of decreased commodity pricing, it may be required to reduce capital expenditures. In addition, uncertain levels of near term industry activity coupled with the present global economic concerns exposes the Company to additional access to capital risk. There can be no assurance that debt or equity financing, or funds generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.
 
Competition.   There is strong competition relating to all aspects of the oil and natural gas industry.  The Company will actively compete for capital, skilled personnel, undeveloped land, reserve acquisitions, access to drilling rigs, service rigs and other equipment, access to processing facilities and pipeline and refining capacity, and in all other aspects of its operations with a substantial number of other organizations, many of which may have greater technical and financial resources than the Company.
 
Availability of Drilling Equipment and Access.   Oil and natural gas exploration and development activities are dependent on the availability of drilling and related equipment (typically leased from third parties) in the particular areas where such activities will be conducted by the Company.  Demand for such limited equipment or access restrictions may affect the availability of such equipment to the Company and may delay exploration and development activities.  To the extent the Company is not the operator of its oil and gas properties, the Company will be dependent on such operators for the timing of activities related to such properties and will be largely unable to direct or control the activities of the operators.
 
Operational Hazards.   Oil and natural gas exploration operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, and oil spills, each of which could result in substantial damage to oil and natural gas wells, production facilities, other property and the environment or in personal injury.  In accordance with industry practice, the Company is not fully insured against all of these risks, nor are all such risks insurable.  Although the Company will maintain liability insurance, where available, in an amount which it considers adequate and consistent with industry practice, the nature of these risks is such that liabilities could exceed policy limits, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.  Business interruption insurance may also be purchased for selected facilities, to the extent that such insurance is available.  Oil and natural gas production operations are also subject to all the risks typically associated with such operations, including premature decline of reservoirs and the invasion of water into producing formations.
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
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Seasonality.   The level of activity in the Canadian oil and gas industry is influenced by seasonal weather patterns. Wet weather, freeze-up and break-up may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment, thereby reducing activity levels. Also, certain oil and gas producing areas are located in areas that are inaccessible other than during the winter months because the ground surrounding the sites in these areas consists of swampy terrain. Seasonal factors and unexpected weather patterns may lead to declines in exploration and production activity and corresponding declines in the demand for the goods and services of Anderson.
 
Title to Assets .   Although property title reviews will be done according to industry standards prior to the purchase of most oil and natural gas producing properties or the commencement of drilling wells, such reviews do not guarantee or certify that an unforeseen defect in the chain of title will not arise to defeat the claim on the Company which could result in a reduction of the revenue received by the Company.
 
Anderson’s properties are held in the form of licences and leases and working interests in licences and leases.  If Anderson or the holder of the licence or lease fails to meet the specific requirement of a licence or lease, the licence or lease may terminate or expire.  There can be no assurance that any of the obligations required to maintain each licence or lease will be met.  The termination or expiration of Anderson’s licences or leases or the working interests relating to a licence or lease may have a material adverse effect on Anderson’s results of operations and business.
 
Project Risks.   The Company manages a variety of small and large projects in the conduct of its business including the drilling and completion of individual wells or groups of wells and construction of facilities required to produce these wells.  Project delays may delay expected revenues from   operations.  Significant project cost over-runs could make a project uneconomic.
 
The Company’s ability to execute projects and market oil and natural gas depends upon numerous factors beyond the Company’s control, including without limitation:
 
 
Timely access to surface locations;
 
The availability of processing capacity;
 
The availability and proximity of pipeline capacity;
 
The supply and demand for oil and natural gas;
 
The effects of inclement weather;
 
The availability of drilling and related equipment;
 
Unexpected cost increases;
 
Accidental events; and
 
The availability, cost and productivity of skilled labor.
 
Because of these factors, the Company could be unable to execute projects on time, on budget or at all, and may not be able to effectively market the oil and natural gas that it produces.
 
Acquisition Risks.   The Company intends to continue acquiring oil and natural gas properties.  Although the Company performs a review of the acquired properties that the Company believes is consistent with industry practices, it generally is not feasible to review in depth every individual property involved in each acquisition.  Ordinarily, the Company will focus the review efforts on the higher-value properties and will sample the remainder.  However, even a detailed review of records and properties may not necessarily reveal every existing or potential problem, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential.  Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken.  Even when problems are identified, the Company often assumes certain environmental and other risks and liabilities in connection with acquired properties.  There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and
 
 
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actual future production rates and associated costs with respect to acquired properties, and actual results may vary substantially from those assumed in the estimates.
 
Key Personnel.   The success of the Company will depend in large measure on certain key personnel.  The loss of the services of such key personnel could have a material adverse affect on the Company.  The Company does not have key person insurance in effect for management.  The contributions of these individuals to the immediate operations of the Company are likely to be of central importance.  In addition, the competition for qualified personnel in the oil and natural gas industry has historically been intense and there can be no assurance that the Company will be able to continue to attract and retain all personnel necessary for the development and operation of its business.
 
Governmental Regulation and Royalties.   The oil and natural gas business is subject to regulation and intervention by governments in such matters as the awarding of exploration and production interests, the imposition of specific drilling obligations, environmental protection controls, control over the development and abandonment of fields (including restrictions on production) and possibly expropriation or cancellation of contract rights.  As well, governments may regulate or intervene with respect to prices, taxes, royalties and the exportation of oil and natural gas.  Such regulation may be changed from time to time in response to economic or political conditions.  The implementation of new regulations or the modification of existing regulations affecting the oil and natural gas industry could reduce demand for oil and natural gas, increase the Company’s costs and have a material adverse impact on Anderson.
 
The Government of Alberta implemented a new oil and gas royalty framework effective January 2009.  The new framework established new royalties for conventional oil, natural gas and bitumen that are linked to price and production levels and apply to both new and existing conventional oil and gas activities and oil sands projects.  Under the framework, the formula for conventional oil and natural gas royalties uses a sliding rate formula, dependent on the market price and production volumes. Royalty rates for conventional oil ranged from 0% to 50%. Natural gas royalty rates ranged from 5% to 50%.
 
The Natural Gas Deep Drilling Program ("NGDDP") began January 1, 2009.  This program provides upfront royalty adjustments to new wells.  The NGDDP applies to wells producing at a true vertical depth greater than 2,500 metres.  The NGDDP has an escalating royalty credit in line with progressively deeper wells from $625 per metre to a maximum of $3,750 per metre and there are additional benefits for the deepest wells.  The NGDDP was originally announced as a five year program with any wells selecting the transition option not able to qualify under the program.  However, on May 27, 2010 the NGDDP was made a permanent feature of the royalty regime and was amended, retroactive to May 1, 2010, by reducing the minimum qualifying depth to 2,000 metres, among other changes.
 
On March 3, 2009, the Government of Alberta announced a three-point incentive program.  Amendments to the program were announced on June 11 and June 25, 2009.  This incentive program included a drilling royalty credit for new oil and natural gas wells drilled between April 1, 2009 and March 31, 2011. A new well incentive program that provided a maximum 5% royalty rate for the first 12 months of production from new wells that begin producing oil or natural gas between April 1, 2009 and March 31, 2011 to a maximum of 50,000 barrels of oil or 500 million cubic feet of natural gas and a $30 million fund committed to abandonment and reclamation projects where there is no legally responsible or financially able party to deal with the clean-up of inactive wells.
 
On March 11, 2010, the Alberta government announced additional amendments effective January 1, 2011.  Under these amendments, the maximum royalty paid was reduced from 50% to 40% on oil and from 50% to 36% on natural gas and the incentive program royalty rate of 5% on new natural gas and conventional oil wells discussed above became permanent. In addition, a 5% front end royalty rate for horizontal oil wells spud on or after May 1, 2010 was introduced.  Based on measured depth of the well, the 5% rate could be extended to 18 to 48 months on 50 Mstb to 100 Mstb of oil production.  The majority
 
 
 
 
 
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of the Company’s planned horizontal wells on Crown lands would qualify for 30 months of 5% royalty for up to 70 Mstb of oil production.
 
The changes to the royalty regime in the Province of Alberta are subject to certain risks and uncertainties.  There may be modifications introduced to the royalty structure and such changes may be adverse to the business of the Company.  There can be no assurance that the Government of Alberta nor the Government of Canada will not adopt new royalty regimes which may render the Company's projects uneconomic or otherwise adversely affect the business of the Company.
 
Environmental Risks.   The oil and natural gas industry is currently subject to environmental regulations pursuant to a variety of provincial and federal legislation.  Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and gas industry operations.  Such legislation may also impose restrictions and prohibitions on water use or processing in connection with certain oil and gas operations.  In addition, such legislation requires that well and facility sites be abandoned and reclaimed to the satisfaction of provincial authorities.  Compliance with such legislation can require significant expenditures and a breach of such requirements may result, amongst other things in suspension or revocation of necessary licenses and authorizations, civil liability for pollution damage, and the imposition of material fines and penalties.
 
Internationally, Canada is a signatory to the United Nations Framework Convention on Climate Change and previously ratified the Kyoto Protocol established thereunder, which set legally binding targets to reduce nation-wide emissions of carbon dioxide, methane, nitrous oxide, and other greenhouse gases ("GHGs").  The first commitment period under the Kyoto Protocol is the five year period from 2008 to 2012. In December 2011, the Canadian federal government announced that it would not agree to a second commitment period under the Kyoto Protocol after 2012.  The federal government instead endorsed the Durban Platform, a broad agreement reached among the 194 countries that are party to the United Nations Framework Convention on Climate Change, during a conference held in Durban, South Africa in December 2011.  The Durban Platform sets forth a process for negotiating a new climate change treaty that would create binding commitments for all major GHG emitters.  The Canadian government expressed cautious optimism that agreement on a new treaty can be reached by 2015.  The Durban Platform followed the Copenhagen Accord reached in December 2009 as government representatives met in Copenhagen, Denmark to negotiate a successor to the Kyoto Protocol.  The Copenhagen Accord   represents a broad political consensus and reinforces commitments to reducing GHG emissions but is not a binding international treaty.  Although Canada had committed under the Copenhagen Accord to reduce its GHG emissions by 17% from 2005 levels by 2020, the target is not legally binding.  The impact of Canada's withdrawal from the Kyoto Protocol on prior GHG emission reduction initiatives is uncertain.
 
Domestically, the Canadian federal government released in 2007 its Regulatory Framework for Air Emissions, which was updated in March 2008 in a document entitled "Turning the Corner: Regulatory Framework for Industrial Greenhouse Emissions".  Canada's previous GHG emission reduction target was 20% from 2006 levels by 2020, but on January 30, 2010 the Canadian federal government announced a new GHG emission reduction target consistent with the Copenhagen Accord to reduce GHG emissions to 17% below 2005 levels by 2020.  Canada's framework proposes mandatory emissions intensity reduction obligations on a sector-by-sector basis.  It is uncertain whether or when either Canadian federal GHG regulations for the oil and gas industry will be implemented, or what obligations might be imposed under any such systems.  As the details of the implementation of any federal legislation for GHGs that is applicable to the oil and gas industry have not been announced, the effect on Anderson's operations cannot be determined at this time.
 
Additionally, regulation can take place at the provincial and municipal level.  For example, Alberta introduced the Climate Change and Emissions Management Act, which provides a framework for
 
 
 
 
 
 
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managing GHG emissions and establishes a target of reducing specified gas emissions relative to gross domestic product to an amount that is equal to or less than 50% of 1990 level by December 31, 2020.  The accompanying regulations, the Specified Gas Emitters Regulation and the Specified Gas Reporting Regulation require mandatory emissions reductions through the use of emissions intensity targets and impose duties to report.
 
Future federal legislation, including potential international requirements enacted under Canadian law, as well as provincial emissions reduction requirements, may require the reduction of GHG or other industrial air emissions, or emissions intensity, from the Company's operations and facilities.  Mandatory emissions reduction requirements may result in increased operating costs and capital expenditures for oil and natural gas producers.  The Company is unable to predict the impact of emissions reduction legislation on the Company and it is possible that such legislation may have a material adverse effect on its business, financial condition, results of operations and cash flows.
 
Anderson believes that it is in material compliance with applicable environmental legislation and is committed to continued compliance. The Company believes that it is reasonably likely that a trend towards stricter standards in environmental legislation will continue and the Company anticipates making increased expenditures of both a capital and an expense nature as a result of increasingly stringent environmental laws.
 
Foreign Exchange Rates and Interest Rates.   Substantially all of the Company’s petroleum and natural gas sales are denominated in Canadian dollars, however the underlying market prices in Canada are impacted by changes in the exchange rate between the Canadian dollar and United States dollar.  Material increases in the value of the Canadian dollar negatively impact the Company’s oil and gas revenues.  Future Canadian/United States exchange rates could accordingly impact the future value of the Company’s reserves as determined by independent evaluators.
 
An increase in interest rates could result in an increase in the amount the Company pays to service debt.
 
Risk management.   From time to time, Anderson may enter into agreements to receive fixed prices on its oil and natural gas production to offset the risk of revenue losses if commodity prices decline; however, if commodity prices increase beyond the levels set in such agreements, Anderson will not benefit from such increases.  Similarly, from time to time, Anderson may enter into agreements to fix the exchange rate of Canadian to United States dollars in order to offset the risk of revenue losses if the Canadian dollar increases in value compared to the United States dollar; however, if the Canadian dollar declines in value compared to the United States dollar, Anderson will not benefit from the fluctuating exchange rate.  From time to time, the Company may enter into agreements to fix the interest rate charged on its outstanding debt, in order to offset the risk of higher interest expense if market interest rates increase.  However, if market interest rates decrease below the level set in such agreements, Anderson will not benefit from such decreases.
 
To the extent that the Company engages in these risk management activities, there is a credit risk associated with counterparties with which the Company may contract.
 
Third Party Credit Risk.   An additional risk is credit risk for failure of performance by counter-parties.  This risk is controlled by an evaluation of the credit risk before contract initiation and ensuring product sales and delivery contracts are made with well-known and financially strong crude oil and natural gas marketers.
 
The Company may be exposed to third party credit risk through its contractual arrangements with its current or future joint venture partners and other parties.  In the event such entities fail to meet their contractual obligations to the Company, such failures may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.  In addition, poor credit conditions in the industry and of joint venture partners may impact a joint venture partner’s willingness to
 
 
 
 
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participate in the Company’s ongoing capital program, potentially delaying the program and the results of such program until the Company finds a suitable alternative partner.
 
Income Taxes.   Anderson will file all required income tax returns and believes that it will be in full compliance with the provisions of the Income Tax Act (Canada) and all applicable provincial tax legislation.  However, such returns are subject to reassessment by the applicable taxation authority.  In the event of a successful reassessment of Anderson, whether by re-characterization of exploration and development expenditures or otherwise, such reassessment may have an impact on current and future taxes payable.
 
Financing Requirements.   From time to time, Anderson may enter into transactions to acquire assets or the shares of other corporations.  These transactions may be financed partially or wholly with debt, which may increase Anderson’s debt levels above industry standards.  Depending on future exploration and development plans, Anderson may require additional equity and/or debt financing that may not be available or, if available, may not be available on favourable terms.  Neither Anderson’s articles nor its by-laws limit the amount of indebtedness that Anderson may incur.  The level of Anderson’s indebtedness from time to time, could impair Anderson’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.
 
Borrowing.   Anderson’s lenders have been and will continue to be provided with security over substantially all of the assets of Anderson.  If Anderson becomes unable to pay its debt service charges or otherwise commits an event of default, such as bankruptcy, these lenders may foreclose on or sell Anderson’s properties.  The proceeds of any such sale would be applied to satisfy amounts owed to Anderson’s lenders and other creditors and only the remainder, if any, would be available to Anderson.
 
Natural gas prices continue to be depressed and oil as a geopolitical commodity remains volatile.  The available lending limits of the current extendible, revolving term and working capital credit facilities are based on the syndicate’s interpretation of the Company’s reserves and future commodity prices of which there can be no assurance that the amount of the available bank facility will not decrease at the next scheduled review to be completed on or before July 11, 2012.  Management continues to monitor capital and administrative spending and financing opportunities to fund its future prospects and commitments.  No financing agreements have been signed nor can it be assured that such agreements will be reached.
 
Sale of Additional Securities.   The Company may issue an unlimited number of additional common shares and other securities in the future to finance its’ activities without the approval of shareholders.  The Company’s Board of Directors has the discretion to set the price and terms of the issuance of any such additional securities and any issuance of additional securities may have a dilutive effect on the holders of common shares.
 
Insurance.   Anderson’s involvement in the exploration for and development of oil and natural gas properties may result in Anderson becoming subject to liability for pollution, blow outs, property damage, personal injury or other hazards.  Although prior to drilling Anderson will obtain insurance in accordance with industry standards to address certain of these risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities.  In addition, such risks may not in all circumstances be insurable or, in certain circumstances, Anderson may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons.  The payment of such uninsured liabilities would reduce the funds available to Anderson.  The occurrence of a significant event that Anderson is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on Anderson’s financial position, results of operations or prospects.
 
Management of Growth.   Anderson may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls.  The ability of Anderson to manage growth effectively
 
 
 
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will require it to continue to implement and improve its operational and financial systems and to expend, train and manage its employee base.  The inability of Anderson to deal with this growth could have a material adverse impact on its business, operations and prospects.
 
Accounting Write-Downs.   Accounting standards require that management apply certain accounting policies and make certain estimates and assumptions which affect reported amounts in the financial statements of Anderson.  The accounting policies may result in non-cash charges to earnings and write-downs of net assets in the financial statements.  Such non-cash charges and write-downs may be viewed unfavourably by the market and result in an inability to borrow funds and/or may result in a decline in the trading price of the common shares of Anderson.
 
The net amounts at which petroleum and natural gas costs on a property or project basis are carried are subject to impairment testing which is based in part upon estimated future net cash flow from reserves.  If net capitalized costs exceed the future discounted cash flows, Anderson will have to charge the amounts of the excess to earnings.  A decline in the net value of oil and natural gas properties could cause capitalized costs to exceed the cost ceiling, resulting in a charge against earnings.
 
There may be non-cash charges against earnings as a result of changes in the fair market value of financial instruments.  A decrease in the fair market value of the financial instruments as a result of fluctuations in commodity prices and foreign exchange rates may result in a non-cash charge against earnings.  Such non-cash charges may be temporary in nature if the fair market value subsequently increases.
 
REGISTRAR AND TRANSFER AGENT
 
The registrar and transfer agent for the common shares and convertible debentures and trustee for the convertible debentures of Anderson is Valiant Trust Company of Canada at its principal offices in Calgary, Alberta and Toronto, Ontario.
 
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
 
Other than as discussed herein, there are no material interests, direct or indirect, of directors, executive officers, senior officers, any shareholder of Anderson who beneficially owns, directly or indirectly, more than 10% of the outstanding common shares of Anderson or any known associate or affiliate of such persons, in any transaction within the last three years or in any proposed transaction which has materially affected or would materially affect Anderson.
 
INTEREST OF EXPERTS
 
As at the date hereof, the principals of GLJ, the independent reserves evaluator of Anderson, as a group, beneficially owned less than 1% of the outstanding common shares of Anderson.
 
KPMG LLP, Chartered Accountants, Calgary, Alberta, are the auditors of the Company and have confirmed that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta and within the meaning of the U.S. Securities Act of 1933 and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States).
 
 
 
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MATERIAL CONTRACTS
 
Other than those contracts entered into in the ordinary course of business and the indentures relating to the Series A and Series B convertible debentures of Anderson between Anderson and Valiant Trust Company dated December 31, 2010 and June 8, 2011 respectively, Anderson did not enter into any material contracts in the most recently completed financial year and Anderson is not a party to any contracts which would be considered material to the Company that were entered into prior to the most recently completed financial year that are still in effect.
 
LEGAL PROCEEDINGS
 
Neither the Company nor any of its properties are subject, nor were subject during the financial year ended December 31, 2011, to any material legal proceeding nor are there any such proceedings known to be contemplated.
 
ADDITIONAL INFORMATION
 
Additional information including Directors’ and Officers’ remuneration and indebtedness, options to acquire common shares and interests of insiders in material transactions (if applicable) is contained in the Management Information Circular and Proxy Statement in respect of its most recent annual meeting of shareholders.  Additional financial information is also provided in management’s discussion and analysis and the consolidated financial statements of the Company for the year ended December 31, 2011 filed on the Company’s website ( www.andersonenergy.ca ).  Copies of these documents have been filed with the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval at www.sedar.com.
 
 
 
 
 
 
 
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SCHEDULE 1
 
 
REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR
AUDITOR
 
 
FORM 51-101F2
 
 
 
 
 
 
 
 
 
 
 
 
 
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FORM 51-101F2
REPORT ON RESERVES DATA
BY
INDEPENDENT QUALIFIED RESERVES
EVALUATOR OR AUDITOR

To the board of directors of Anderson Energy Ltd. (the "Company"):

 
1.
We have evaluated the Company’s reserves data as at December 31, 2011. The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2011, estimated using forecast prices and costs.

 
2.
The reserves data are the responsibility of the Company’s management. Our responsibility is to express an opinion on the reserves data based on our evaluation.

We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook") prepared jointly by the Society of Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy & Petroleum (Petroleum Society).

 
3.
Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with principles and definitions presented in the COGE Handbook.

 
4.
The following table sets forth the estimated future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Company evaluated by us for the year ended December 31, 2011, and identifies the respective portions thereof that we have audited, evaluated and reviewed and reported on to the Company's board of directors:

     
Description and
  Location of
Reserves
 
Net Present Value of Future Net Revenue
(before income taxes, 10% discount rate - $M)
 
Independent Qualified
Reserves Evaluator
 
Preparation
Date of
Evaluation
Report
 
(Country or
Foreign
Geographic
Area)
 
Audited
   
Evaluated
   
Reviewed
   
Total
 
                                         
GLJ Petroleum Consultants
 
March 5, 2012
 
Canada
    -       355,311       -       355,311  

 
5.
In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied.

 
6.
We have no responsibility to update our reports referred to in paragraph 4 for events and circumstances occurring after their respective preparation dates.
 
 
 
 
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7.
Because the reserves data are based on judgements regarding future events, actual results will vary and the variations may be material.


EXECUTED as to our report referred to above:



GLJ Petroleum Consultants Ltd., Calgary, Alberta, Canada, March 9, 2012



Original signed by “John E. Keith”                                                                 

John E. Keith, P. Eng.
Vice-President
 
 
 
 
 
 
 
 
 
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  SCHEDULE 2
 
 
REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
 
 
FORM 51-101F3
 
 
 
 
 
 
 
 
 
 
 
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REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
 
FORM 51-101F3
 
 
Terms to which a meaning is ascribed in National Instrument 51-101 have the same meaning herein.

Management of Anderson Energy Ltd. (the "Company") are responsible for the preparation and disclosure of information with respect to the Company's oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data which are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2011, estimated using forecast prices and costs.
 
An independent qualified reserves evaluator has evaluated the Company's reserves data. The report of the independent qualified reserves evaluator will be filed with securities regulatory authorities concurrently with this report.
 
The Reserves Committee of the board of directors of the Company has:
 
(a)    reviewed the Company's procedures for providing information to the independent qualified reserves evaluator;
 
(b)    met with the independent qualified reserves evaluator to determine whether any restrictions affected the ability of the independent qualified reserves evaluator to report without reservation; and
 
(c)    reviewed the reserves data with management and the independent qualified reserves evaluator.
 
The Reserves Committee of the board of directors has reviewed the Company's procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The board of directors has, on the recommendation of the Reserves Committee, approved:
 
(a)    the content and filing with securities regulatory authorities of Form 51-101F1 containing reserves data and other oil and gas information;
 
(b)    the filing of Form 51-101F2 which is the report of the independent qualified reserves evaluator on the reserves data; and
 
(c)    the content and filing of this report.
 
 
 
 
 
 
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Because the reserves data are based on judgements regarding future events, actual results will vary and the variations may be material. However, any variations should be consistent with the fact that reserves are categorized according to the probability of their recovery.
 

(signed) “Brian H. Dau”
Brian H. Dau
President and Chief Executive Officer
 
 
(signed) “Philip A. Harvey”
Philip A. Harvey
Vice President, Exploitation
 
 
(signed) “Glenn D. Hockley”
Glenn D. Hockley
Director
 
 
(signed) “David J.Sandmeyer”
David J. Sandmeyer
Director


March 16, 2012

 
 
 
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SCHEDULE 3
 
 
AUDIT COMMITTEE TERMS OF REFERENCE
 
Terms of Reference
 
1.
Establishment of Audit Committee
 
The board of directors (the "Board") of Anderson Energy Ltd. ("Anderson") hereby establishes a committee to be called the Audit Committee.
 
2.
Composition of Audit Committee
 
The membership of the Audit Committee shall be as follows:
 
 
(a)
The Audit Committee shall be composed of not less than three members or such greater number as the Board may from time to time determine.
 
 
(b)
All members of the Audit Committee shall be independent within the meaning set forth under Multilateral Instrument 52-110 Audit Committees as amended from time to time ("MI 52-110").  Currently, a member of the Audit Committee is independent if the member has no direct or indirect material relationship with Anderson.  A "material relationship" means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.
 
 
(c)
Each member of the Audit Committee shall be financially literate within the meaning set forth under MI 52-110.  Currently, "financially literate" means the ability to read and understand a set of financial statements that present the breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably expected to be raised by Anderson's financial statements.  An Audit Committee member who is not financially literate may be appointed to the Audit Committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment.
 
 
(d)
Members shall be appointed annually by the Board from among directors of Anderson.  The Chair of the Audit Committee shall be appointed by the Board.  A member of the Audit Committee shall ipso facto cease to be a member of the Audit Committee upon ceasing to be a director of Anderson.
 
3.
Relationship with External Auditors
 
The Audit Committee shall advise the external auditors of their accountability to the Audit Committee and the Board as representatives of the shareholders of Anderson to whom the external auditors are ultimately accountable.  The external auditors of Anderson shall report directly to the Audit Committee.
 
4.
Duties and Responsibilities of Audit Committee
 
Subject to the powers and duties of the Board and in addition to any other duties and responsibilities assigned to the Audit Committee from time to time by the Board, the Audit Committee shall have the following duties and responsibilities:
 
 
 
 
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Financial Statements and Other Financial Information

 
(a)
The primary responsibility of the Audit Committee shall be to assist the Board in the proper discharge of its duties and responsibilities to Anderson relating to the review of:
 
 
(i)
Anderson's financial statements;
 
 
(ii)
any other financial information relating to Anderson to be provided to shareholders; and
 
 
(iii)
all audit processes.
 
The Audit Committee shall also be responsible for ensuring its compliance with all of the applicable requirements of MI 52-110 and for reporting any non-compliance with such requirements to the Board, including the reasons for such non-compliance.
 
 
(b)
The Audit Committee shall be responsible for reviewing Anderson's financial statements, management's discussion and analysis and annual and interim earnings press releases before Anderson publicly discloses this information.  The Audit Committee shall recommend for approval to the Board Anderson's audited annual financial statements, related management's discussion and analysis and annual earnings press releases.  The Audit Committee shall approve on behalf of the Board Anderson's interim financial statements and related management's discussion and analysis and interim earnings press releases.
 
 
(c)
The Audit Committee shall be responsible for ensuring that adequate procedures are in place for the review of Anderson's public disclosure of financial information extracted or derived from Anderson's financial statements, other than the public disclosure referred to in paragraph (b) above and must periodically assess the adequacy of those procedures.
 
 
(d)
The Audit Committee shall be responsible for establishing procedures for:
 
 
(i)
the receipt, retention and treatment of complaints received by Anderson regarding accounting, internal accounting controls or auditing matters; and
 
 
(ii)
the confidential, anonymous submission by employees of Anderson of concerns regarding questionable accounting or auditing matters.
 
 
(e)
The Audit Committee shall review with the external auditors of Anderson:
 
 
(i)
the scope of the audit;
 
 
(ii)
significant changes to Anderson's accounting principles, practices or policies;
 
 
(iii)
new or pending developments in accounting principles, reporting matters or industry practices which may materially affect Anderson; and
 
 
(iv)
the quality of Anderson's accounting principles, practices or policies as applied in Anderson's financial statements in terms of disclosure quality and evaluation methods, including the degree of conservatism or aggressiveness of such accounting principles, practices or policies and the underlying estimates and other significant decisions made by management of Anderson in preparing Anderson's financial statements.
 
 
(f)
The Audit Committee shall review with the external auditors of Anderson and/or management of Anderson the results of the annual audit, and make appropriate recommendations to the Board having regard to, among other things:
 
 
(i)
the financial statements;
 
 
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(ii)
management's discussion and analysis and related financial disclosure contained in continuous disclosure documents;
 
 
(iii)
significant changes, if any, to the initial audit plan;
 
 
(iv)
accounting and reporting decisions relating to significant current year events and transactions;
 
 
(v)
the management letter, if any, outlining the external auditors' findings and recommendations, together with management's response, with respect to internal controls and accounting procedures; and
 
 
(vi)
any other matters relating to the conduct of the audit, including such other matters which should be communicated to the Audit Committee under generally accepted auditing standards.
 
 
(g)
The Audit Committee shall review with management of Anderson and, if requested by the Audit Committee, the external auditors of Anderson, the interim financial statements and any other matters relating thereto.
 
Adoption and Periodic Assessment of Formal Terms of Reference
 
 
(h)
The Audit Committee shall be responsible for adopting formal written terms of reference which sets out its mandate and responsibilities.  The terms of reference must be approved by the Board.  The Audit Committee shall review and assess the adequacy of the terms of reference on an annual basis and recommend for approval to the Board any amendments thereto.
 
External Auditors
 
 
(i)
The Audit Committee must recommend to the Board:
 
 
(i)
the external auditors to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Anderson; and
 
 
(ii)
the compensation of the external auditors.
 
 
(j)
The Audit Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for Anderson, including the resolution of disagreements between management of Anderson and the external auditors regarding financial reporting.
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
43
 
Pre-Approval of Non-Audit Services
 
 
(k)
The Audit Committee shall be responsible for pre-approving all types of non-audit services to be provided to Anderson or its subsidiary entities by Anderson's external auditors.  The Audit Committee shall adopt specific policies and procedures for the engagement of non-audit services and any pre-approval policies and procedures shall be detailed as to the particular service and require that the Audit Committee be informed of each type of non-audit service.  Such policies and procedures shall not include delegation of the Audit Committee's responsibilities to management of Anderson.  The Audit Committee may delegate to one or more independent members the authority to pre-approve non-audit services.  The pre-approval of non-audit services by any member of the Audit Committee to whom authority has been delegated must be presented to the Audit Committee at its first scheduled meeting following such pre-approval.
 
Reporting Obligations
 
 
(l)
The Audit Committee shall be responsible for reviewing the disclosure contained in Anderson's annual information form as required by Form 52-110F1 Audit Committee Information Required in an AIF attached to MI 52-110.  If management of Anderson solicits proxies from shareholders of Anderson for the purpose of recommending persons to be elected as directors of Anderson, the Audit Committee shall be responsible for ensuring that Anderson's information circular includes a cross-reference to the sections in Anderson's annual information form that contain the information required by Form 52-110F1.
 
Auditor Oversight and Independence
 
 
(m)
The Audit Committee shall be responsible for:
 
 
(i)
ensuring compliance by Anderson's external auditors with the requirements set forth in National Instrument 52-108 Auditor Oversight ;
 
 
(ii)
ensuring that Anderson's external auditors are participants in good standing with the Canadian Public Accountability Board ("CPAB") and participate in the oversight programs established by the CPAB from time to time and that the external auditors have complied with any restrictions or sanctions imposed by the CPAB as of the date of the applicable auditor's report relating to Anderson's annual audited financial statements; and
 
 
(iii)
obtaining from the external auditors of Anderson a formal written statement describing in detail all of the relationships between the external auditors and Anderson, determining whether the non-audit services performed by the external auditors during the year have impacted their independence, ensuring that no relationship between the external auditors and Anderson exists which may affect the independence of the external auditors and taking appropriate action to ensure the independence of the external auditors.
 
 
 
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
44
 
Authority of the Audit Committee
 
 
(n)
The Audit Committee shall have the authority:
 
 
(i)
to engage independent counsel and other advisors as it determines necessary to carry out its duties;
 
 
(ii)
to set and pay the compensation for any advisors employed by the Audit Committee; and
 
 
(iii)
to communicate directly with the internal (if any) and external auditors of Anderson.
 
Internal Controls, Information Systems and Risk Management
 
 
(o)
The Audit Committee shall review with the external auditors of Anderson the adequacy of internal control procedures and management information systems and make inquiries to management of Anderson and the external auditors of Anderson about significant risks and exposures to Anderson that may have a material adverse impact on Anderson's financial statements and about the efforts of the management of Anderson to mitigate such risks and exposures.
 
Supervision of Certification of Annual Filings and Interim Filings
 
 
(p)
The Audit Committee shall be responsible for supervising the preparation and filing of each annual certificate in Form 52-109F1 and each interim certificate in Form 52-109F2 to be signed by each of the Chief Executive Officer and Chief Financial Officer of Anderson in accordance with the requirements set forth under Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings as amended from time to time ("MI 52-109").  These certificates require each of the Chief Executive Officer and the Chief Financial Officer of Anderson to certify, among other things, that, based on their knowledge:
 
 
(i)
the annual filings and interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made with respect to the period covered by the annual filings or interim filings; and
 
 
(ii)
the annual financial statements and the interim financial statements of Anderson, together with the other financial information included in the annual filings or interim filings, fairly present in all material respects the financial condition, results of operations and cash flows of Anderson as of the date and for the periods presented in the annual filings or interim filings.
 
 
(q)
The Audit Committee is responsible for ensuring that management of Anderson establishes and maintains disclosure controls and procedures for Anderson that are designed to provide reasonable assurance that material information relating to Anderson, including its consolidated subsidiaries, is made known to management of Anderson by others within those entities, particularly during the period in which the annual filings or interim filings are being prepared and that management of Anderson establishes and maintains internal control over financial reporting for Anderson that has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Anderson's generally accepted accounting principles.  The Audit Committee is also responsible for ensuring that management of the Corporation evaluates the effectiveness of Anderson's disclosure controls and procedures as of the end of the period covered by the annual filings and has caused Anderson to disclose in the annual management's discussion and analysis its conclusions about the effectiveness of the disclosure controls and procedures
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
45
 
as of the end of the period covered by the annual filings based on such evaluation.  The terms "annual filings," "interim filings," "disclosure controls and procedures" and "internal control over financial reporting" shall have the meanings set forth under MI 52-109.
 
 
(r)
The Audit Committee is also responsible for monitoring any changes in Anderson's internal control over financial reporting and for ensuring that any change that occurred during Anderson's most recent interim period that has materially affected, or is reasonably likely to materially affect, Anderson's internal control over financial reporting is disclosed in Anderson's annual management's discussion and analysis.
 
Other
 
 
(s)
The Audit Committee must review and approve Anderson's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of Anderson.
 
 
(t)
The Audit Committee shall monitor policies and procedures relating to directors' and officers' expenses and the reimbursement thereof and relating to any prerequisites paid to directors and officers.
 
5.
Administrative Matters
 
The following general provisions shall have application to the Audit Committee:
 
 
(a)
A quorum of the Audit Committee shall be the attendance of a majority of members thereof present in person or by telephone.  No business may be transacted by the Audit Committee except at a meeting of its members at which a quorum of the Audit Committee is present or by a resolution in writing signed by all the members of the Audit Committee.  Meetings of the Audit Committee shall be held at least quarterly and more often as the Chair of the Audit Committee may determine or upon the request of the Board, a member of the Audit Committee, an officer of Anderson or the external auditors of Anderson.
 
 
(b)
Any member of the Audit Committee may be removed or replaced at any time by resolution of the Board.  The Board, upon recommendation of the Corporate Governance Committee, may fill vacancies on the Audit Committee by appointment from among the members of the Board.  If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all its powers so long as a quorum remains.  Subject to the foregoing, each member of the Audit Committee shall hold such office until the close of the annual meeting of shareholders of Anderson next following the date of appointment as a member of the Audit Committee or until a successor is duly appointed.  Any member of the Board who has served as a member of the Audit Committee may be re-appointed as a member of the Audit Committee following the expiration of his or her term.
 
 
(c)
The Audit Committee may invite such officers, directors and employees of Anderson and its subsidiary entities as it may see fit from time to time to attend at meetings of the Audit Committee and to assist thereat in the discussion of matters being considered by the Audit Committee. The external auditors of Anderson shall appear before the Audit Committee when requested to do so by the Audit Committee.  The Audit Committee shall meet with the external auditors of Anderson independent of management of Anderson at least annually and at such other times as the Chair of the Audit Committee may determine or upon the request of a member of the Audit Committee or the external auditors of Anderson.
 
 
(d)
The time at which and the place where the meetings of the Audit Committee shall be held, the calling of meetings and the procedure at such meetings shall be determined by the Audit Committee, having regard to the by-laws of Anderson.  Notice of each meeting of the Audit Committee shall be given to each member of the Audit Committee and to the external auditors of Anderson who shall be entitled to attend and to be heard at each
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
46
 
meeting of the Audit Committee.  A meeting of the Audit Committee may be held at any time without notice if all of the members are present or, if any members are absent, those absent have waived notice or otherwise signified their consent in writing to the meeting being held in their absence.
 
 
(e)
The Chair shall preside at all meetings of the Audit Committee.  In the absence of the Chair, the other members of the Audit Committee shall appoint one of their members to act as Chair for the particular meeting.
 
 
(f)
The Audit Committee shall report to the Board on such matters and questions relating to the financial position of Anderson and its subsidiary entities as the Board may from time to time refer to the Audit Committee.
 
 
(g)
The members of the Audit Committee shall, for the purpose of performing their duties, have the right to inspect all the books and records of Anderson and its subsidiary entities and to discuss such books and records that are in any way related to the financial position of Anderson and its subsidiary entities with the officers, directors and employees of Anderson and its subsidiary entities and with the external auditor of Anderson.
 
 
(h)
The Chair of each meeting of the Audit Committee shall appoint a person to act as recording secretary to keep the minutes of the meeting.  The recording secretary need not be a member of the Audit Committee.
 
 
(i)
Minutes of the Audit Committee will be recorded and maintained and signed by the Chair and the secretary of the meeting.  The Chair of the Audit Committee will report to the Board on the activities of the Audit Committee and/or the minutes will promptly be circulated to the members of the Board who are not members of the Audit Committee or otherwise made available at the next meeting of the Board.
 
 
(j)
Unless the Audit Committee has been provided with express instructions from the Board, the Audit Committee shall function primarily to make assessments and determinations with respect to the purposes mandated herein and its decisions shall serve as recommendations for consideration by the Board.
 

 
 
 
 
 
 
ANDERSON ENERGY LTD. 2011 ANNUAL INFORMATION FORM
47
 
EXHIBIT 99.2
 
GRAPHIC
 
Consolidated Financial Statements

December 31, 2011 and 2010
 
 
 
 
 
 

 
 
Management’s Report
 
Management is responsible for the preparation of the consolidated financial statements and the consistent presentation of all other financial information that is publicly disclosed.  The consolidated financial statements have been prepared in accordance with the accounting policies detailed in the notes to the consolidated financial statements and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and include estimates and assumptions based on management’s best judgement. Management maintains a system of internal controls to provide reasonable assurance that assets are safeguarded and that relevant and reliable financial information is produced in a timely manner.  Independent auditors appointed by the shareholders have examined the consolidated financial statements.  Their report is presented on the next page.  The Audit Committee, consisting of independent members of the Board of Directors, have reviewed the consolidated financial statements with management and the independent auditors.  The Board of Directors has approved the consolidated financial statements on the recommendation of the Audit Committee.
 
 
(signed) Brian H.Dau
(signed) M. Darlene Wong
   
   
   
Brian H. Dau
M. Darlene Wong
President & Chief Executive Officer
Vice President, Finance,
 
Chief Financial Officer & Secretary

March 16, 2012
 
 
1
2011 FINANCIAL STATEMENTS
 
 

 
 
Independent Auditors’ Report
 

To the Shareholders of Anderson Energy Ltd.

We have audited the accompanying consolidated financial statements of Anderson Energy Ltd., which comprise the consolidated statements of financial position as at December 31, 2011, December 31, 2010 and January 1, 2010, the consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2011 and 2010, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements
 
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
 
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion
 
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Anderson Energy Ltd. as at December 31, 2011, December 31, 2010 and January 1, 2010, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2011 and 2010 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

(signed) KPMG LLP

Chartered Accountants

Calgary, Canada
March 16, 2012
 
 
ANDERSON ENERGY
2
 
 

 
 
ANDERSON ENERGY LTD.
Consolidated Statements of Financial Position
 
(Stated in thousands of dollars)
   
December 31,
2011
   
December 31,
2010
   
January 1,
2010
 
         
(note 23)
   
(note 23)
 
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
  $ 1     $ 4,024     $ 1  
Accounts receivables and accruals (note 19)
    14,272       20,998       22,990  
Prepaid expenses and deposits
    2,326       3,052       3,778  
Unrealized gain on derivative contracts (note 19)
    1,384       -       -  
      17,983       28,074       26,769  
                         
Deferred tax asset (note 11)
    35,389       29,657       -  
Property, plant and equipment (note 6)
    406,947       320,673       403,207  
    $ 460,319     $ 378,404     $ 429,976  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Current liabilities:
                       
Accounts payable and accruals (note 19)
  $ 60,573     $ 46,862     $ 36,889  
Unrealized loss on derivative contracts (note 19)
    -       1,918       -  
      60,573       48,780       36,889  
                         
Bank loans (note 8)
    88,682       52,719       62,404  
Convertible debentures (note 9)
    84,796       43,460       -  
Decommissioning obligations (note 10)
    62,848       51,550       47,657  
Deferred tax liability (note 11)
    -       -       10,920  
      296,899       196,509       157,870  
Shareholders’ equity:
                       
Share capital (note 12)
    171,460       426,925       396,524  
Equity component of convertible debentures (note 9)
    5,019       2,592       -  
Contributed surplus
    9,385       7,921       6,338  
Deficit (note 12)
    (22,444 )     (255,543 )     (130,756 )
      163,420       181,895       272,106  
Commitments and contingencies (note 21)
Subsequent events (notes 19 and 22)
                       
    $ 460,319     $ 378,404     $ 429,976  

See accompanying notes to the consolidated financial statements.

On behalf of the Board:
   
   
(signed) David G. Scobie
(signed) Christopher L. Fong
   
Director
Director
 
 
 
3
2011 FINANCIAL STATEMENTS
 
 

 

ANDERSON ENERGY LTD.
Consolidated Statements of Operations and Comprehensive Loss
YEARS ENDED DECEMBER 31, 2011 AND 2010
 
(Stated in thousands of dollars, except per share amounts)
   
2011
   
2010
 
         
(note 23)
 
             
Oil and gas sales
  $ 118,292     $ 86,457  
Royalties
    (13,806 )     (9,011 )
Revenue, net of royalties
    104,486       77,446  
Other income (expenses) (note 14)
    7,388       (1,660 )
      111,874       75,786  
                 
Operating expenses (note 15)
    29,533       28,537  
Transportation expenses
    1,626       611  
Depletion and depreciation
    52,929       45,652  
Impairment of property, plant and equipment (note 7)
    35,230       153,165  
General and administrative expenses (notes 15 and 16)
    10,405       9,417  
Loss from operating activities
    (17,849 )     (161,596 )
                 
Finance income (note 17)
    84       96  
Finance expenses (note 17)
    (11,942 )     (5,006 )
Net finance expenses
    (11,858 )     (4,910 )
                 
Loss before taxes
    (29,707 )     (166,506 )
Deferred income tax benefit (note 11)
    (7,263 )     (41,719 )
Loss and comprehensive loss for the year
    (22,444 )     (124,787 )
                 
Basic and diluted loss per share (note 13)
  $ (0.13 )   $ (0.73 )


See accompanying notes to the consolidated financial statements.
 
 
 
 
 
 
ANDERSON ENERGY
4
 
 

 

ANDERSON ENERGY LTD.
Consolidated Statements of Changes in Shareholders’ Equity
(Stated in thousands of dollars, except number of common shares)


   
 
Number of
Common Shares
   
 Share
capital
   
Equity
component of convertible
debentures
   
Contributed
surplus
   
Deficit
   
Total
shareholders’
equity
 
Balance at January 1, 2010 (note 23)
    150,500,401     $ 396,524     $ -     $ 6,338     $ (130,756 )   $ 272,106  
Issued pursuant to prospectus (note 12)
    21,900,000       31,755       -       -       -       31,755  
Share issue costs, net of tax of $0.5 million
    -       (1,456 )     -       -       -       (1,456 )
Equity component of convertible debentures,
      net of tax of $1.7 million (note 9)
    -       -       2,592       -       -       2,592  
Share-based payments (note 12)
    -       -       -       1,618       -       1,618  
Options exercised (note 12)
    84,900       102       -       (35 )     -       67  
Loss for the year
    -       -       -       -       (124,787 )     (124,787 )
Balance at December 31, 2010 (note 23)
    172,485,301       426,925       2,592       7,921       (255,543 )     181,895  
Elimination of deficit (note 12)
    -       (255,543 )     -       -       255,543       -  
Equity component of convertible debentures,
      net of tax of $1.5 million (note 9)
    -       -       2,427       -       -       2,427  
Share-based payments (note 12)
    -       -       -       1,491       -       1,491  
Options exercised (note 12)
    64,400       78       -       (27 )     -       51  
Loss for the year
    -       -       -       -       (22,444 )     (22,444 )
Balance at December 31, 2011
    172,549,701     $ 171,460     $ 5,019     $ 9,385     $ (22,444 )   $ 163,420  


See accompanying notes to the consolidated financial statements.
 
 
 
 
 
5
2011 FINANCIAL STATEMENTS
 
 

 
 
ANDERSON ENERGY LTD.
Consolidated Statements of Cash Flows
YEARS ENDED DECEMBER 31, 2011 AND 2010
 
(Stated in thousands of dollars)
 
   
2011
   
2010
 
         
(note 23)
 
CASH PROVIDED BY (USED IN)
           
OPERATIONS
           
Loss for the year
  $ (22,444 )   $ (124,787 )
Adjustments for:
               
Unrealized (gain) loss on derivative contracts (note 14)
    (3,302 )     1,918  
Gain on sale of property, plant and equipment (note 14)
    (4,710 )     (389 )
Depletion and depreciation
    52,929       45,652  
Impairment of property, plant and equipment
    35,230       153,165  
Stock-based payments
    960       1,020  
Accretion on decommissioning obligations (note 10)
    1,630       1,654  
Accretion on convertible debentures (note 9)
    1,434       2  
Deferred income tax benefit
    (7,263 )     (41,719 )
Decommissioning expenditures (note 10)
    (249 )     (1,549 )
Changes in non-cash working capital (note 18)
    94       5,365  
      54,309       40,332  
FINANCING
               
Increase (decrease) in bank loans
    35,963       (9,685 )
Proceeds from issue of convertible debentures, net of issue costs (note 9)
    43,860       47,700  
Proceeds from issue of share capital, net of issue costs
    -       29,792  
Proceeds from exercise of stock options
    51       67  
Changes in non-cash working capital (note 18)
    (324 )     384  
      79,550       68,258  
INVESTING
               
Property, plant and equipment expenditures
    (170,906 )     (113,976 )
Proceeds from sale of property, plant and equipment
    11,631       2,467  
Changes in non-cash working capital (note 18)
    21,393       6,942  
      (137,882 )     (104,567 )
                 
Increase (decrease) in cash and cash equivalents
    (4,023 )     4,023  
Cash and cash equivalents, beginning of year
    4,024       1  
Cash and cash equivalents, end of year
  $ 1     $ 4,024  
                 
Interest received in cash
  $ 78     $ 90  
Interest paid in cash
  $ (4,565 )   $ (2,256 )


See accompanying notes to the consolidated financial statements.

 
 
 
ANDERSON ENERGY
6
 
 

 
 
ANDERSON ENERGY LTD.
Notes to the Consolidated Financial Statements
DECEMBER 31, 2011 AND DECEMBER 31, 2010

( Tabular amounts in thousands of dollars, unless otherwise stated )

1.   REPORTING ENTITY
 
Anderson Energy Ltd. and its wholly-owned subsidiaries (collectively “Anderson” or the “Company”) are engaged in the acquisition, exploration and development of oil and gas properties in western Canada.  Anderson is a public company incorporated and domiciled in Canada.  Anderson’s common shares and convertible debentures are listed on the Toronto Stock Exchange.  The Company’s registered office and principal place of business is 700, 555 – 4 th Avenue SW, Calgary, Alberta, Canada, T2P 3E7.
 
2.   BASIS OF PREPARATION
 
(a)  Statement of compliance.   These consolidated financial statements comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
 
These are the Company’s first consolidated annual financial statements prepared in accordance with IFRS and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied.  In previous years, the Company prepared its consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles in effect prior to January 1, 2011 (“Canadian GAAP”).  See note 23 for details on the impact of the transition from Canadian GAAP to IFRS.
 
The consolidated financial statements were approved and authorized for issuance by the Board of Directors on March 16, 2012.
 
(b)  Basis of measurement. The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, which are measured at fair value.  The methods used to measure fair values are discussed in note 5.
 
(c)    Functional and presentation currency.   These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency.
 
(d)    Function and nature of expenses.   Expenses in the consolidated statements of operations and comprehensive loss are presented as a combination of function and nature in conformity with industry practice.  Transportation expenses, depletion and depreciation, and impairment of property, plant and equipment are presented in separate lines by their nature, while operating expenses and general and administrative expenses are presented on a functional basis.  Significant operating and general and administrative expenses are presented by their nature in note 15.
 
3.   SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements except for the opening IFRS consolidated statement of financial position, which has utilized certain exemptions available under IFRS 1 as described in note 23.
 
(a)  Basis of consolidation:
 
(i) Subsidiaries.   Subsidiaries are entities controlled by the Company.  The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
 
 
 
7
2011 FINANCIAL STATEMENTS
 
 

 
 
3.      SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
(ii) Jointly controlled operations and jointly controlled assets.   Many of the Company’s oil and natural gas activities involve jointly controlled assets.  The consolidated financial statements include the Company’s share of these jointly controlled assets and the proportionate share of the relevant revenue and related costs.
 
(iii) Transactions eliminated on consolidation.   Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.
 
(b)  Financial instruments:
 
(i) Non-derivative financial instruments.   Non-derivative financial instruments comprise cash and cash equivalents, accounts receivable and accruals, accounts payables and accruals, bank loans and convertible debentures.  Non-derivative financial instruments are recognized initially at fair value, plus, for instruments not classified as “fair value through profit or loss”, any directly attributable transaction costs.  Subsequent to initial recognition, non-derivative financial instruments are measured as described below.
 
Cash and cash equivalents.   Cash and cash equivalents comprise cash on hand, term deposits and other short-term highly liquid investments with original maturities of three months or less and is measured similar to other non-derivative financial instruments.  
 
Other.   Other non-derivative financial instruments, comprising accounts receivable and accruals, accounts payable and accruals, bank loans and convertible debentures, are measured at amortized cost using the effective interest method, less any impairment losses.  The Company nets all transaction costs incurred in relation to the acquisition of a financial asset or liability, against the related financial asset or liability. Bank loans and convertible debentures are recorded net of issue costs and are presented net of deferred interest payments, with interest recognized in earnings on an effective interest basis.
 
(ii) Derivative financial instruments.   The Company has entered into certain financial derivative contracts in order to manage the exposure to market risks from fluctuations in commodity prices.  These instruments are not used for trading or speculative purposes.  The Company has not designated its financial derivative contracts as effective accounting hedges, and thus has not applied hedge accounting, even though the Company considers all commodities contracts to be economic hedges.  As a result, all financial derivative contracts are classified as “fair value through profit or loss” and are recorded on the statement of financial position at fair value.  Transaction costs are recognized in profit or loss when incurred.
 
The Company accounts for forward physical delivery sales contracts, which are entered into and held for the purpose of delivery or receipt of non-financial items in accordance with expected sale or usage requirements as executory contracts.  As such, these contracts are not considered to be derivative financial instruments and have not been recorded at fair value on the statement of financial position.  Settlements on these physical sales contracts are recognized in oil and natural gas revenue.
 
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related.  A separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at “fair value through profit or loss”.  Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.
 
(iii) Share capital.   Common shares are classified as equity.  Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.
 
 
 
ANDERSON ENERGY
8
 
 

 
 
3.      SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
(c) Property, plant and equipment:
 
(i)   Exploration and evaluation expenditures.   Pre-licence costs are recognized in the statement of operations and comprehensive loss as incurred.  Generally, costs designated as exploration and evaluation assets are initially capitalized, and are assessed for impairment when there are indicators of impairment present and when technical feasibility and commercial viability are established and the assets are transferred to development and production assets.  Exploration and evaluation assets that are determined not to be technically feasible or commercially viable are charged to net income.  As of December 31, 2011, the Company has not identified any costs as exploration and evaluation assets (December 31, 2010 – $Nil, January 1, 2010 - $Nil).
 
(ii)  Development and production costs.   Items of property, plant and equipment, which include oil and gas development and production assets, are measured at cost less accumulated depletion and depreciation and accumulated impairment losses.  All costs directly associated with the development of oil and natural gas reserves are recognized as oil and natural gas interests if they extend or enhance the recoverable reserves of the underlying assets.  Such costs include property acquisitions, drilling and completion costs, gathering and processing infrastructure, capitalized decommissioning obligations, directly attributable internal costs and major overhaul and turnaround activities that maintain property, plant and equipment.  Repairs and maintenance and operational costs that do not extend or enhance the recoverable reserves are charged to profit or loss when incurred.
 
Oil and natural gas assets are grouped into cash generating units (“CGUs”) for impairment testing. The Company has grouped its development and production assets into the following CGUs:  Horizontal Oil, Deep Gas, Shallow Gas and Non-Core.  When significant parts of an item of property, plant and equipment, including oil and natural gas interests, have different useful lives, they are accounted for as separate items (components).
 
Gains and losses on disposal of an item of property, plant and equipment, including oil and natural gas interests, are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized as separate line items in profit or loss.
 
(d) Depletion and depreciation.   The net carrying value of development or production assets is depleted using the unit of production method by reference to the ratio of production in the quarter to the related proved and probable reserves, taking into account estimated future development and decommissioning costs necessary to bring those reserves into production. For other assets, depreciation is recognized in profit or loss over the estimated useful lives of each part of an item of property, plant and equipment using the declining balance method at rates between 20% and 30% per annum.  Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.  The costs of major overhaul and turnaround activities that are capitalized are depreciated on a straight-line basis over the period to the next recurrence of that set of activities, which varies from two to five years.
 
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
 
(e) Leased assets.   Operating leases are not recognized on the Company’s statement of financial position.
 
Payments made under operating leases are recognized in profit or loss on a straight-line basis over the term of the lease.  Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
 
 
 
 
9
2011 FINANCIAL STATEMENTS
 
 

 
 
3.      SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
(f) Impairment:
 
(i) Financial assets.   A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.  A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
 
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.
 
Individually significant financial assets are tested for impairment on an individual basis.  The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
 
All impairment losses are recognized in profit or loss.
 
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized.  For financial assets measured at amortized cost the reversal is recognized in profit or loss.
 
(ii) Non-financial assets.   The carrying amounts of the Company’s non-financial assets net of decommissioning liabilities, other than deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment.  If any such indication exists, then the asset’s recoverable amount is estimated.
 
For the purpose of impairment testing, assets are grouped together into CGUs; the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets.  The recoverable amount of an asset or a CGU is the greater of its value in use (“VIU”) and its fair value less costs to sell (“FVLCTS”).
 
An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.  Impairment losses are recognized in profit or loss.  Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis.
 
Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists.  An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.  An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation, if no impairment loss had been recognized.
 
(g)    Share-based payments.   The grant date fair value of equity-settled options granted to employees is recognized as stock-based compensation expense, within general and administrative expenses, with a corresponding increase in contributed surplus over the vesting period.  A forfeiture rate is estimated on the grant date and is adjusted to reflect the actual number of options that vest.
 
(h)    Provisions.   A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.  Provisions are not recognized for future operating losses.
 
 
 
 
ANDERSON ENERGY
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3.       SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Decommissioning obligations.   The Company’s activities give rise to dismantling, decommissioning and site disturbance remediation activities.  Provision is made for the estimated cost of site restoration and capitalized in the relevant asset category.
 
Decommissioning obligations are measured at the present value of management’s expectation of the expenditures required to settle the present obligation at the reporting date.  Subsequent to the initial measurement, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation, including changes in the discount rate used to calculate the obligation.  The increase in the provision due to the passage of time is recognized as finance costs whereas increases/decreases due to changes in the estimated future cash flows are capitalized.  Actual costs incurred upon settlement of the decommissioning obligations are charged against the provision to the extent the provision was established, with any difference being recognized in profit or loss under gain or loss on sale of property, plant and equipment.
 
(i)  Revenue.   Revenue from the sale of oil and natural gas is recorded when the significant risks and rewards of ownership of the product is transferred to the buyer, which is usually when legal title passes to the external party.  Oil and gas sales are presented before royalty obligations, whereas revenue is presented net of royalties.
 
Royalty income is recognized as it accrues in accordance with the terms of the overriding royalty agreements.
 
Fees charged to other entities for the use of pipelines, compressors and facilities owned by the Company are recognized as operating expense recoveries for use of transportation and processing assets when the usage is incurred.
 
Fees charged to other entities to recover overhead costs pursuant to capital and operating agreements are recognized as a reduction of general and administrative expenses in accordance with the terms of the capital and operating agreements.
 
(j)  Transportation expenses.   Transportation expenses include third-party pipeline and trucking costs incurred to transport oil, natural gas and natural gas liquids from processing and treating facilities to the point of sale
 
(k)  Finance income and expenses.   Finance expense comprises interest expense on borrowings, accretion of the discount on decommissioning obligations and accretion on convertible debentures recognized as financial liabilities.
 
Interest income is recognized as it accrues in profit or loss, using the effective interest method.
 
(l)  Income tax.   Income tax expense comprises current and deferred tax.  Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
 
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
 
Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination.  In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.  Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.  Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they
 
 
 
 
11
2011 FINANCIAL STATEMENTS
 
 

 
 
3.      SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
 
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized.  Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
 
(m)  Earnings per share.   Basic earnings per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of dilutive instruments such as options granted to employees.
 
(n) New standards and interpretations not yet adopted:
 
The IASB has issued the following new standards and amendments, all of which are effective for annual periods beginning on or after January 1, 2013.  Although early adoption is permitted, the Company has not done so as of December 31, 2011
 
IFRS 9 – Financial Instruments.   In November 2009, the IASB published IFRS 9 “Financial Instruments" which covers the classification and measurement of financial assets as part of its project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.  The approach in IFRS 9 is based on how an entity managed its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets.  The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.
 
In October 2010, additional requirements for classifying and measuring financial liabilities were added to IFRS 9. Under this guidance, entities have the option to recognize financial liabilities at fair value through profit or loss. If this option is elected, entities would be required to reverse the portion of the fair value change due to own credit risk out of profit or loss and recognize the change in other comprehensive income.
 
On August 4, 2011, the IASB issued an exposure draft proposing to change the mandatory effective date of IFRS 9 to annual periods beginning on or after January 1, 2015 from the original effective date of January 1, 2013. Early adoption is permitted and the standard is required to be applied retrospectively. The comment period for this exposure draft closed on October 21, 2011.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
Reporting Entity.   In May 2011, the IASB issued IFRS 10 Consolidated Financial Statement, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests in Other Entities, and amendments to IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures.
 
IFRS 10 creates a single consolidation model by revising the definition of control in order to apply the same control criteria to all types of entities, including joint arrangements, associates and special purpose vehicles. IFRS 11 establishes a principle-based approach to the accounting for joint arrangements by focusing on the rights and obligations of the arrangement and limits the application of proportionate consolidation accounting to arrangements that meet the definition of a joint operation. IFRS 12 is a comprehensive disclosure standard for all forms of interests in other entities, including joint arrangements, associates and special purpose vehicles.
 
 
 
 
 
ANDERSON ENERGY
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3.      SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Retrospective application of these standards with relief for certain transactions is effective for fiscal years beginning on or after January 1, 2013, with earlier application permitted if all five standards are collectively adopted.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
IAS 12 – Income Taxes.   IAS 12 “Income Taxes” was amended on December 20, 2010 to remove subjectivity in determining on which basis an entity measures the deferred tax relating to an asset.  The amendment introduces a presumption that an entity will assess whether the carrying value of an asset will be recovered through the sale of the asset.  The amendment to IAS 12 is effective for reporting periods beginning on or after January 1, 2012.   The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
IFRS 13 – Fair Value Measurement.   In May 2011, the IASB issued IFRS 13 Fair Value Measurement, which establishes a single source of guidance for all fair value measurements; clarifies the definition of fair value; and enhances the disclosures on fair value measurement. Prospective application of this standard is effective for fiscal years beginning on or after January 1, 2013, with early application permitted.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
4.   MANAGEMENT JUDGEMENTS AND ESTIMATES
 
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results ultimately may differ from these estimates.
 
(a)   Judgements . The key judgements made in applying accounting policies that have the most significant effect on the amounts recognized in these consolidated financial statements are as follows:
 
(i)  
Identification of cash generating units.   Cash generating units are defined as the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets.  The classification of assets into cash generating units requires significant judgement and interpretations with respect to shared infrastructure, geographical proximity, petroleum type and similar exposure to market risk and materiality.  See note 7.
 
(ii)  
Fair value of derivatives.   The fair value of financial instruments that are not traded in an active market is determined using valuation techniques.  The Company uses its judgement to select a variety of methods and makes assumptions that are primarily based on market conditions existing at the end of each reporting period.  The Company uses directly and indirectly observable inputs in measuring the value of financial instruments that are not traded in active markets, including quoted commodity prices and volatility.  See note 19(d).
 
(b)   Use of estimates.   Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are as follows:
 
(i)  
Estimates of oil and natural gas reserves.   Depletion and depreciation as well as the amounts used in impairment calculations are based on estimates of oil and natural gas reserves.  Reserves estimates are based on engineering data, estimated future prices, expected future rates of production and the timing of future capital expenditures, all of which are subject to many uncertainties and interpretations.  At least once per year, a reserves estimate is prepared by independent qualified reserves evaluators.  The Company expects that, over time, its reserves estimates will be revised upward or downward based on updated information such as the results

 
 
13
2011 FINANCIAL STATEMENTS
 
 

 
 
4.      MANAGEMENT JUDGEMENTS AND ESTIMATES (Continued)
 
of future drilling, testing and production levels, and may be affected by changes in commodity prices.  See notes 6 and 7.
 
(ii)  
Recoverable amounts of CGUs.   The recoverable amount of a CGU used in the assessment of impairment is the greater of its VIU and its FVLCTS.
 
VIU is determined by estimating the present value of the future net cash flows from the continued use of the CGU, and is subject to the risks associated with estimating the value of reserves.
 
FVLCTS refers to the amount obtainable from the sale of a CGU in an arm’s length transaction between knowledgeable, willing parties, less costs of disposal.  The criteria used in the estimation of this amount are discussed in note 5.
 
At December 31, 2011 the recoverable amounts of the Company’s CGUs were based on their estimated FVLCTS.  Note 5 outlines the factors considered in estimating these amounts.  The key assumptions and estimates of the value of oil and gas reserves and the existing and potential markets for the Company’s oil and gas assets are valid at the time of reserves estimation and market assessment and are subject to change as new information becomes available.  Changes in international and regional factors including supply and demand of commodities, inventory levels, drilling activity, currency exchange rates, weather, geopolitical and general economic environment factors may result in significant changes to the estimated recoverable amounts of CGUs.  See notes 6 and 7.
 
(iii)  
Decommissioning obligations.   The total decommissioning obligation is estimated based on the Company’s net ownership interest in all wells and facilities, estimated costs to reclaim and abandon these wells and facilities and the estimated timing of the costs to be incurred in future years, based on current legal and constructive requirements and technology.  The estimated obligations and actual costs may change significantly due to changes in and regulations, technology, timing of the expenditure, and the discount rates used to determine the net present value of the obligations.  See note 10.
 
(iv)  
Deferred taxes.   Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates at the reporting date in effect for the period in which the temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. The recognition of deferred tax assets is based on the assumption that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.
 
(v)  
Allowance for doubtful accounts.   The Company maintains an allowance for doubtful accounts to provide for receivables which may ultimately be uncollectible. The allowance is determined in light of a number of factors including company specific conditions, economic events and the Company’s historical loss experience. The allowance is assessed quarterly by a detailed formal review of accounts receivable balances. See note 19(b).
 
(vi)  
Stock-based compensation.   The Company uses the Black-Scholes option pricing model in determining stock-based compensation expense, which requires a number of assumptions to be made, including the risk-free interest rate, expected option life, forfeiture rate, and expected share price volatility. Consequently, the actual stock based compensation expense may vary from the amount estimated. See note 12.
 
Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.
 
 
 
ANDERSON ENERGY
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5.   DETERMINATION OF FAIR VALUE
 
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities.  Fair values have been determined for measurement and/or disclosure purposes based on the following methods.  When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
 
(a)  Property, plant and equipment.   Property, plant and equipment is recognized at fair value in a business combination.  The fair value of property, plant and equipment is the estimated amount for which property, plant and equipment could be exchanged on the acquisition date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.
 
The Company estimated the FVLCTS to determine the recoverable amounts of the Company’s CGUs for impairment testing. The FVLCTS of each CGU were estimated based on consideration of the following:
 
 
(i) 
net present value of proved plus probable reserves using a pre-tax discount rate of 10% as determined by independent qualified reserves evaluators;
 
 
(ii) 
management’s estimate of the fair value of undeveloped land; and
 
 
(iii) 
a review of the values indicated by the metrics of recent market transactions of similar assets within the oil and gas industry.
 
The market value of other items of property, plant and equipment is based on the quoted market prices for similar items.
 
(b) Cash and cash equivalents, accounts receivable and accruals and accounts payable and accruals.   The fair value of cash and cash equivalents, accounts receivable and accruals and accounts payable and accruals is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.  At December 31, 2011, December 31, 2010 and January 1, 2010, the fair value of these balances approximated their carrying value due to their short term to maturity.
 
(c)  Bank loans.   The fair value of bank loans approximates their carrying value, as they bear interest at floating rates and the premium charged at December 31, 2011, December 31, 2010  and January 1, 2010 was indicative by the Company’s current credit spreads.
 
(d)  Derivatives.   The fair value of forward contracts and swaps is derived from quoted prices received from financial institutions and is based on published forward price curves as at the measurement date, using the remaining contracted oil and natural gas volumes.
 
(e)  Stock options.   The fair value of employee stock options is measured using a Black-Scholes option pricing model.  Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments and forfeiture rate (both based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).
 
The Company classified the fair value of its financial instruments measured at fair value according to the following hierarchy based on the amount of observable inputs used to value the instrument:
 
     
Level 1 – observable inputs such as quoted prices in active markets;
     
Level 2 – inputs, other than the quoted market prices in active markets, which are observable, either directly and/or indirectly; and
     
Level 3 – unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
 
15
2011 FINANCIAL STATEMENTS
 
 

 
 
5.     DETERMINATION OF FAIR VALUE (Continued)
 
The fair value of the derivative contracts used for risk management as shown in the consolidated statements of financial position as at December 31, 2011 and December 2010 is measured using level 2.  There were no derivative contracts outstanding at January 1, 2010.
 
During the years ended December 31, 2011 and 2010, there were no transfers between level 1, level 2 and level 3 classified assets and liabilities.

6.   PROPERTY, PLANT AND EQUIPMENT
 
Cost or deemed cost
   
Oil and natural
gas assets
   
Other
equipment
   
Total
 
Balance at January 1, 2010
  $ 469,762     $ 1,713     $ 471,475  
Additions
    118,140       66       118,206  
Disposals
    (2,407 )     -       (2,407 )
Balance at December 31, 2010
    585,495       1,779       587,274  
Additions
    183,182       84       183,266  
Disposals
    (14,802 )     -       (14,802 )
Balance at December 31, 2011
  $ 753,875     $ 1,863     $ 755,738  
 
Accumulated depletion, depreciation and impairment losses
   
Oil and natural
gas assets
   
Other
equipment
   
Total
 
Opening balance at January 1, 2010
  $ -     $ 1,075     $ 1,075  
Impairment loss at January 1, 2010 (note 7)
    67,193       -       67,193  
Balance at January 1, 2010
    67,193       1,075       68,268  
Depletion and depreciation for the year
    45,484       168       45,652  
Impairment loss (note 7)
    153,165       -       153,165  
Disposals
    (484 )     -       (484 )
Balance at December 31, 2010
  $ 265,358     $ 1,243     $ 266,601  
Depletion and depreciation for the year
    52,794       135       52,929  
Impairment loss (note 7)
    35,230       -       35,230  
Disposals
    (5,969 )     -       (5,969 )
Balance at December 31, 2011
  $ 347,413     $ 1,378     $ 348,791  
 
Carrying amounts
   
Oil and natural
gas assets
   
Other
equipment
   
Total
 
At January 1, 2010
  $ 402,569     $ 638     $ 403,207  
At December 31, 2010
  $ 320,137     $ 536     $ 320,673  
At December 31, 2011
  $ 406,462     $ 485     $ 406,947  
 
Capitalized overhead.   For the year ended December 31, 2011, additions to property plant and equipment included internal overhead costs of $4.6 million (December 31, 2010 – $4.9 million).
 
Depletion, depreciation and impairment charges.   Depletion and depreciation, impairment of property, plant and equipment, and any reversal thereof, are recognized as separate line items in the consolidated statements of operations (see note 7).
 
 
 
 
ANDERSON ENERGY
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7.   IMPAIRMENT LOSS AND IMPAIRMENT REVERSAL
 
In 2011, there were indicators of impairment and reversal of impairment for certain CGUs due to changes in forecasted commodity prices used by the Company’s independent qualified reserves evaluators when compared to December 31, 2010.  Accordingly, the Company tested certain CGUs for impairment or reversal and determined that the aggregate carrying value of these CGUs was $35.2 million (net of impairment reversals of $9.7 million recorded at September 30, 2011) higher than the recoverable amount and impairments were recorded.
 
The recoverable amounts of the CGUs were estimated based on the fair value less costs to sell (see notes 4 and 5).  Carrying amounts are calculated as the net book value of property, plant and equipment less decommissioning obligations.
 
The impairment losses and reversals since January 1, 2010 recognized in each CGU were as follows:
 
   
Horizontal
Oil CGU
   
Deep
Gas CGU
   
Shallow
Gas CGU
   
Non-Core
CGU
   
Total  (1)
 
Impairment loss at January 1, 2010
  $ -     $ -     $ 67,193     $ -     $ 67,193  
Impairment loss for the quarter ended
March 31, 2010
    -       6,587       52,827       126       59,540  
Impairment loss for the quarter ended
June 30, 2010
    -       3,112       -       -       3,112  
Impairment loss for the quarter ended
September 30, 2010
    -       15,996       28,286       4,035       48,317  
Impairment loss for the quarter ended
December 31, 2010
    -       5,384       35,033       1,779       42,196  
Cumulative impairment loss at
December 31, 2010
  $ -     $ 31,079     $ 183,339     $ 5,940     $ 220,358  
Impairment loss (reversal) for the
quarter ended September 30, 2011
    -       (9,725 )     3,207       5,444       (1,074 )
Impairment loss for the quarter ended
December 31, 2011
    -       12,328       22,582       1,394       36,304  
Cumulative impairment loss at
December 31, 2011
  $ -     $ 33,682     $ 209,128     $ 12,778     $ 255,588  
                                         
Carrying amount, January 1, 2010
  $ 5,750     $ 116,993     $ 233,237     $ 44,795     $ 400,775  
Carrying amount, December 31, 2010
  $ 63,687     $ 94,091     $ 124,836     $ 36,764     $ 319,378  
Carrying amount, December 31, 2011
  $ 215,556     $ 82,090     $ 83,216     $ 24,608     $ 405,470  
(1)
Carrying amounts exclude inventory and corporate assets of $2.4 million at January 1, 2010, $1.3 million at December 31, 2010 and $1.5 million at December 31, 2011.
 
At December 31, 2011, if the discount rate had been two percent higher or two percent lower, the impairment losses recognized would have been revised as follows:
 
   
Horizontal Oil
CGU
   
Deep
Gas CGU
   
Shallow Gas
CGU
   
Non-Core
CGU
   
Total
 
Reduction of impairment using an 8
percent discount rate
  $ -     $ (6,345 )   $ (6,281 )   $ (1,891 )   $ (14,517 )
Additional impairment using a 12
percent discount rate
  $ -     $ 5,408     $ 5,342     $ 1,558     $ 12,308  
 
 
 
 
17
2011 FINANCIAL STATEMENTS
 
 

 
 
7.     IMPAIRMENT LOSS AND IMPAIRMENT REVERSAL (Continued)
 
The following table shows the differences in the future commodity prices used by the Company’s independent qualified reserves evaluators at December 31, 2011 compared to December 31, 2010 for certain commodities:
 
   
Light, Sweet Crude Edmonton ($Cdn/bbl)
   
AECO Gas Price ($Cdn/MMBTU)
 
Year
 
December 31, 2011
   
December 31, 2010
   
Difference
   
December 31, 2011
   
December 31, 2010
   
Difference
 
2012
    97.96       89.29       8.67       3.49       4.74       (1.25 )
2013
    101.02       90.92       10.10       4.13       5.31       (1.18 )
2014
    101.02       92.96       8.06       4.59       5.77       (1.18 )
2015
    101.02       96.19       4.83       5.05       6.22       (1.17 )
2016
    101.02       98.62       2.40       5.51       6.53       (1.02 )
2017
    101.02       101.39       (0.37 )     5.97       6.76       (0.79 )
2018
    102.40       103.92       (1.52 )     6.21       6.90       (0.69 )
2019
    104.47       106.68       (2.21 )     6.33       7.06       (0.73 )
2020
    106.58       108.84       (2.26 )     6.46       7.21       (0.75 )

8.   BANK LOANS
 
At December 31, 2011, total bank facilities were $135 million consisting of a $110 million extendible revolving term credit facility, a $10 million working capital credit facility and a $15 million supplemental credit facility, with a syndicate of Canadian banks.  The extendible revolving term credit facility and the working capital credit facility have a revolving period ending on July 11, 2012.  If not extended, the extendible revolving term credit facility and working capital credit facility cease to revolve and all outstanding advances thereunder become repayable one year from the term date of July 11, 2012.  The supplemental facility expires on July 11, 2012, with any outstanding amounts due in full at that time.  At December 31, 2011, there were no amounts drawn under the supplemental facility.
 
The average effective interest rate on advances under the facilities in 2011 was 5.3% (December 31, 2010 – 4.9%).  The Company had $133,500 in letters of credit outstanding at December 31, 2011 that reduce the amount of credit available to the Company.
 
Advances under the facilities can be drawn in either Canadian or U.S. funds and bear interest at the bank’s prime lending rate, bankers’ acceptance or LIBOR loan rates plus applicable margins.  These margins vary from 1.50% to 6.00% depending on the borrowing option used and the Company’s financial ratios.
 
Loans are secured by a floating charge debenture over all assets and guarantees by material subsidiaries.
 
The available lending limits of the facilities are reviewed semi-annually and are based on the bank syndicate’s interpretations of the Company’s reserves and future commodity prices.  There can be no assurance that the amount of the available facilities or the applicable margins will not be adjusted at the next scheduled review on or before July 11, 2012.
 
 
 
 
 
ANDERSON ENERGY
18
 
 

 
 
9.   CONVERTIBLE DEBENTURES
 
On June 8, 2011, the Company issued $46 million of convertible unsecured subordinated debentures (the “Series B Debentures”) on a bought deal basis.  The Series B Debentures have a face value of $1,000, bear interest at the rate of 7.25% per annum payable semi-annually in arrears on the last day of June and December of each year commencing on December 31, 2011 and mature on June 30, 2017 (“Maturity Date”).  The Series B Debentures are convertible at the holder’s option at a conversion price of $1.70 per common share (the “Conversion Price”), subject to adjustment in certain events.  The Series B Debentures are not redeemable by the Company before June 30, 2014.  On and after June 30, 2014 and prior to June 30, 2016, the Series B Debentures are redeemable at the Company’s option, in whole or in part, at a price equal to their principal amount plus accrued and unpaid interest if the weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price.  On or after June 30, 2016 and prior to the Maturity Date, the Series B Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.  The Series B Debentures are listed and posted for trading on the TSX under the symbol “AXL.DB.B”.
 
On December 31, 2010, the Company issued $50 million of convertible unsecured subordinated debentures (the “Series A Debentures”) on a bought deal basis.  The Series A Debentures have a face value of $1,000, bear interest at the rate of 7.5% per annum payable semi-annually in arrears on the last day of January and July of each year commencing on July 31, 2011 and mature on January 31, 2016 (the “Maturity Date”).  The Series A Debentures are convertible at the holder’s option at a conversion price of $1.55 per common share (the “Conversion Price”), subject to adjustment in certain events.  The Series A Debentures are not redeemable by the Company before January 31, 2014.  On or after January 31, 2014 and prior to the Maturity Date, the Series A Debentures are redeemable at the Company’s option, in whole or in part, at a price equal to their principal amount plus accrued and unpaid interest if the weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price.  The Series A Debentures are listed and posted for trading on the TSX under the symbol “AXL.DB”.
 
Both the Series A and the Series B Debentures were determined to be compound instruments.  As the Series A and Series B Debentures are convertible into common shares, the liability and equity components are presented separately.  The initial carrying amount of the financial liability is determined by discounting the stream of future payments of interest and principal.  Using the residual method, the carrying amount of the conversion feature is the difference between the principal amount and the carrying value of the financial liability.  The Series A and Series B Debentures, net of the equity component and issue costs are accreted using the effective interest rate method over the term of the Series A and Series B Debentures, such that the carrying amount of the financial liability will equal the $50 million and $46 million principal balance at maturity respectively.
 
 
 
 
 
 
 
 
19
2011 FINANCIAL STATEMENTS
 
 

 
 
9.     CONVERTIBLE DEBENTURES (Continued)
 
The following table indicates the convertible debenture activities:
   
Proceeds
   
Debt
component
   
Equity
component
 
                   
Balance, January 1, 2010
  $ -     $ -     $ -  
Series A Debentures issued pursuant to prospectus,
7.5% interest rate, due January 31, 2016 (1)
    50,000       45,553       4,447  
Issue costs
    (2,300 )     (2,095 )     (205 )
Deferred tax
    -       -       (1,650 )
Accretion expense
    -       2       -  
Balance, December 31, 2010
  $ 47,700     $ 43,460     $ 2,592  
Series B Debentures issued pursuant to prospectus,
7.25% interest rate, due June 30, 2017 (2)
    46,000       41,849       4,151  
Issue costs
    (2,140 )     (1,947 )     (193 )
Deferred tax
    -       -       (1,531 )
Accretion expense
    -       1,434       -  
Balance, December 31, 2011
  $ 91,560     $ 84,796     $ 5,019  
(1)   Includes 1,000 Series A Debentures issued to directors for total gross proceeds of $1.0 million.
(2)   Includes 1,575 Series B Debentures issued to management and directors for total gross proceeds of $1.6 million.
 
10.  DECOMMISSIONING OBLIGATIONS
 
   
December 31, 2011
   
December 31, 2010
 
Balance at January 1
  $ 51,550     $ 47,657  
Provisions incurred
    4,878       2,945  
Total abandonment expenditures
    (249 )     (1,549 )
Provisions disposed
    (1,316 )     (75 )
Change in estimates
    6,355       918  
Accretion expense
    1,630       1,654  
Ending balance
  $ 62,848     $ 51,550  
 
The Company’s decommissioning obligations result from its ownership interest in oil and natural gas assets including well sites and gathering systems.  The Company has estimated the net present value of the decommissioning obligations to be $62.8 million as at December 31, 2011 (December 31, 2010 – $51.6 million) based on an undiscounted inflation-adjusted total future liability of $80.8 million (December 31, 2010 – $72.9 million).  These payments are expected to be made over the next 25 years with the majority of costs to be incurred between 2012 and 2030.  At December 31, 2011 the liability has been calculated using an inflation rate of 2.0% (December 31, 2010 – 2.0%) and discounted using a risk-free rate of 0.9% to 3.1% (December 31, 2010 – 0.8% to 4.4%) depending on the estimated timing of the future obligation.
 
 
 
 
ANDERSON ENERGY
20
 
 

 
 
11.  TAXES
 
The temporary differences that gave rise to the Company’s deferred income tax liabilities (assets) at December 31, 2011, December 31, 2010 and January 1, 2010 were as follows:
 
­
 
December 31, 2011
   
December 31, 2010
   
January 1, 2010
 
Deferred income tax liabilities (assets):
                 
Property, plant and equipment
  $ 1,395     $ (275 )   $ 33,296  
Decommissioning obligations
    (15,712 )     (12,888 )     (11,914 )
Derivative contracts
    346       (508 )     -  
Convertible debentures
    2,820       1,650       -  
Share issue costs
    (1,909 )     (2,229 )     (1,985 )
Non-capital losses
    (29,843 )     (18,004 )     (9,289 )
Current income deferred
    7,514       2,597       812  
Ending balance
  $ (35,389 )   $ (29,657 )   $ 10,920  
 
The Company has recognized a net deferred tax asset based on the independently evaluated reserves report as cash flows are expected to be sufficient to realize the deferred tax asset.
 
The provision for income taxes differs from the result that would have been obtained by applying the combined federal and provincial tax rates to the loss before income taxes. The difference results from the following items:
 
   
December 31, 2011
   
December 31, 2010
 
Loss before taxes
  $ (29,707 )   $ (166,506 )
Combined federal and provincial tax rates
    26.5 %     28.0 %
Expected deferred income tax benefit
    (7,872 )     (46,622 )
Increase in income taxes resulting from:
               
Changes in expected deferred tax rates
    365       4,624  
Non-deductible stock-based compensation and other
    244       279  
Deferred income tax benefit
  $ (7,263 )   $ (41,719 )
 
At December 31, 2011, the Company has loss carryforwards of approximately $119 million that will expire between 2025 and 2030. The Company expects to be able to fully utilize these losses.  The statutory tax rate decreased to 26.5% in 2011 from 28% in 2010 as a result of tax legislation enacted in 2007.
 
A continuity of the net deferred income tax (asset) liability is detailed in the following tables:
 
(in thousands of dollars)
 
Balance  
January 1, 2010  
   
Recognized in
profit or loss
   
Recognized in
equity
   
Balance
December 31, 2010
 
Property, plant and equipment
  $ 33,296     $ (33,570 )   $ -     $ (275 )
Decommissioning obligations
    (11,914 )     (974 )     -       (12,888 )
Derivative contracts
    -       (508 )     -       (508 )
Convertible debentures (note 9)
    -       -       1,650       1,650  
Share issue costs (note 12)
    (1,985 )     263       (507 )     (2,229 )
Non-capital losses
    (9,289 )     (8,715 )     -       (18,004 )
Current income deferred
    812       1,785       -       2,597  
    $ 10,920     $ (41,719 )   $ 1,143     $ (29,657 )
 

 
 
 
21
2011 FINANCIAL STATEMENTS
 
 

 
 
11.    TAXES (Continued)

(in thousands of dollars)
 
Balance  
January 1, 2011
   
Recognized in
profit or loss
   
Recognized in
equity
   
Balance
December 31, 2011
 
Property, plant and equipment
  $ (275 )   $ 1,670     $ -     $ 1,395  
Decommissioning obligations
    (12,888 )     (2,824 )     -       (15,712 )
Derivative contracts
    (508 )     854       -       346  
Convertible debentures (note 9)
    1,650       (361 )     1,531       2,820  
Share issue costs
    (2,229 )     320       -       (1,909 )
Non-capital losses
    (18,004 )     (11,839 )     -       (29,843 )
Current income deferred
    2,597       4,917       -       7,514  
    $ (29,657 )   $ (7,263 )   $ 1,531     $ (35,389 )
 
12.  SHARE CAPITAL
 
Authorized share capital.   The Company is authorized to issue an unlimited number of common and preferred shares.  The preferred shares may be issued in one or more series.
 
Issued share capital.
   
Number of
Common Shares
   
 
Amount
 
Balance at January 1, 2010
    150,500,401     $ 396,524  
Issued pursuant to prospectus (1)
    21,900,000       31,755  
Share issue costs
    -       (1,963 )
Tax effect of share issue costs
    -       507  
Stock options exercised
    84,900       67  
Transferred from contributed surplus on stock option exercise
    -       35  
Balance at December 31, 2010
    172,485,301     $ 426,925  
                 
Elimination of deficit
    -       (255,543 )
Stock options exercised
    64,400       51  
Transferred from contributed surplus on stock option exercise
    -       27  
Balance at December 31, 2011
    172,549,701     $ 171,460  
(1)   Includes 352,466 common shares issued to directors for total gross proceeds of $0.5 million.

Elimination of deficit. On May 16, 2011, the Company’s shareholders approved the elimination of the Company’s consolidated deficit as at January 1, 2011, without reduction to the Company’s stated capital or paid up capital.
 
Stock options. The Company has an employee stock option plan under which employees, directors and consultants are eligible to purchase common shares of the Company.  Options are granted using an exercise price of stock options equal to the weighted average trading price of the Company’s common shares for the five trading days prior to the date of the grant.  Options have terms of either five or ten years and vest equally over a three year period starting on the first anniversary date of the grant.  Changes in the number of options outstanding during the years ended December 31, 2011 and 2010 are as follows:
 
 
 
 
 
ANDERSON ENERGY
22
 
 

 
 
12.    SHARE CAPITAL (Continued)
 
   
December 31, 2011
   
December 31, 2010
 
   
Number of 
options 
   
Weighted average 
exercise price 
   
Number of 
options 
   
Weighted average 
exercise price 
 
Outstanding at January 1
    12,006,232     $ 2.32       10,258,756     $ 3.22  
Granted during the year
    4,484,800       0.74       3,950,250       1.06  
Exercised during the year
    (64,400 )     0.79       (84,900 )     0.79  
Expired during the year
    (1,564,150 )     4.27       (1,430,124 )     5.78  
Forfeited during the year
    (848,300 )     1.01       (687,750 )     1.44  
Ending balance
    14,014,182     $ 1.69       12,006,232     $ 2.32  
                                 
Exercisable, end of year
    6,764,582     $ 2.60       6,111,399     $ 3.53  
 
The range of exercise prices of the outstanding options is as follows:
 
Range of exercise prices
 
Number of options
   
Weighted average
exercise price
   
Weighted average 
remaining life (years) 
 
                   
$0.45 to $0.67
    172,500     $ 0.48       4.9  
$0.68 to $1.02
    6,255,100       0.74       3.8  
$1.03 to $1.54
    3,620,950       1.08       3.6  
$2.33 to $3.50
    625,950       2.68       1.6  
$3.51 to $4.90
    3,339,682       4.00       0.6  
Total at December 31, 2011
    14,014,182     $ 1.69       2.9  
 
The weighted average common share price at the date of exercise for stock options exercised in 2011 was $1.20 (December 31, 2010 – $1.02).
 
The fair value of the options was estimated using the Black-Scholes model with the following weighted average inputs:
   
December 31, 2011
   
December 31, 2010
 
Fair value at grant date
  $ 0.38     $ 0.55  
Common share price
  $ 0.74     $ 1.06  
Exercise price
  $ 0.74     $ 1.06  
Volatility
    59%       58%  
Option life
 
5 years
   
5 years
 
Dividends
    0%       0%  
Risk-free interest rate
    1.7%       2.3%  
Forfeiture rate
    15%       15%  
 
This estimated forfeiture rate is adjusted to the actual forfeiture rate when each tranche vests.  Stock-based compensation cost of $1.0 million (December 31, 2010 – $1.0 million) was expensed during the year ended December 31, 2011.  In addition, stock-based compensation expense of $0.5 million (December 31, 2010 – $0.6 million) was capitalized during the year ended December 31, 2011.
 
 
 
23
2011 FINANCIAL STATEMENTS
 
 

 
 
13.  LOSS PER SHARE
 
Basic and diluted loss per share were calculated as follows:
   
December 31, 2011
   
December 31, 2010
 
Loss for the year
  $ (22,444 )   $ (124,787 )
Weighted average number of common shares (basic)
(in thousands of shares)
               
Common shares outstanding at January 1
    172,485       150,500  
Effect of stock options exercised
    53       17  
Effect of other shares issued
    -       19,782  
Weighted average number of common shares (basic)
    172,538       170,299  
 
Basic and diluted loss per share
  $ (0.13 )   $ (0.73 )
 
The average market value of the Company’s common shares for purposes of calculating the dilutive effect of stock options was based on quoted market prices for the period that the options were outstanding.  For the year ended December 31, 2011, 14,014,182 options (December 31, 2010 – 12,006,232 options) and 59,316,889 common shares reserved for convertible debentures (December 31, 2010 – 32,258,065) were excluded from calculating dilutive earnings as they were anti-dilutive.
 
14.  SUPPLEMENTAL REVENUE AND EXPENSE RECOVERY INFORMATION
 
Revenues for all product sales and services and expense recoveries are as follows:
 
   
December 31, 2011
   
December 31, 2010
 
Revenue from oil and gas sales, net of royalties
  $ 104,486     $ 77,446  
                 
Other income (expense):
               
Realized loss on derivative contracts
  $ (624 )   $ (131 )
Unrealized gain (loss) on derivative contracts
    3,302       (1,918 )
Gain on sale of property, plant and equipment
    4,710       389  
    $ 7,388     $ (1,660 )
 
 
               
Expenses recovered from third parties:
               
Operating expense recoveries for use of transportation
and processing assets
  $ 2,864     $ 2,860  
 
General and administrative overhead expense recoveries
    568       540  
    $ 3,432     $ 3,400  
 
Major customers.   For the year ended December 31, 2011, revenues of $33.9 million (December 31, 2010 – $43.2 million), $30.8 million (December 31, 2010 – $2.2 million) and $28.6 million (December 31, 2010 – $16.0 million) were derived from the external customers who individually amounted to 10 percent or more of the Company’s revenues.
 
 
 
 
ANDERSON ENERGY
24
 
 

 
 
15.  EXPENSES BY NATURE
 
   
December 31, 2011
   
December 31, 2010
 
External services (1)
  $ 9,970     $ 8,093  
Third-party gathering, processing and treating services
    8,790       9,508  
Employee benefit expenses (note 16)
    7,229       6,640  
Operating leases and equipment rents (2)
    3,893       3,781  
Repairs and maintenance
    3,494       2,680  
Materials and supplies
    2,313       1,456  
Other expenses
    4,249       5,796  
Expenses by nature
  $ 39,938     $ 37,954  
                 
 
Above costs allocated to the following functions:
               
Operating
  $ 29,533     $ 28,537  
General and administrative
    10,405       9,417  
Total operating and general and administrative expenses
  $ 39,938     $ 37,954  
 
(1)
External services include professional fees, contract operators, consulting fees, design fees and other operating and administrative services.
 
(2)
Operating leases and equipment rents include office leases, surface leases, and equipment rents.
 
16.  EMPLOYEE BENEFIT EXPENSES
 
General and administrative expenses include employee benefit expense as follows:
   
December 31, 2011
   
December 31, 2010
 
Short-term employee benefits
  $ 9,726     $ 9,190  
Share-based payments
    1,491       1,619  
Total employee remuneration
    11,217       10,809  
Capitalized portion of employee remuneration
    (3,988 )     (4,169 )
    $ 7,229     $ 6,640  
 
Employees include all staff and directors of the Company.  Personnel expenses directly attributed to capital activities have been capitalized and included in property, plant and equipment.
 
 
17. FINANCE INCOME AND EXPENSES
 
   
December 31, 2011
   
December 31, 2010
 
Income:
           
Interest income on cash equivalents
  $ 6     $ -  
Other
    78       96  
Expenses:
               
Interest and financing costs on bank loans
    (3,201 )     (3,306 )
Interest on convertible debentures
    (5,631 )     (11 )
Accretion on convertible debentures
    (1,434 )     (2 )
Accretion on decommissioning obligations
    (1,630 )     (1,654 )
Other
    (46 )     (33 )
Net finance expenses
  $ (11,858 )   $ (4,910 )
 
 
 
25
2011 FINANCIAL STATEMENTS
 
 

 
 
18.  SUPPLEMENTAL CASH FLOW INFORMATION
 
Changes in non-cash working capital is comprised of:
 
   
December 31, 2011
   
December 31, 2010
 
Source (use) of cash
           
Accounts receivable and accruals
  $ 6,726     $ 1,992  
Prepaid expenses and deposits
    726       726  
Accounts payable and accruals
    13,711       9,973  
    $ 21,163     $ 12,691  
 
Related to operating activities
  $ 94     $ 5,365  
Related to financing activities
  $ (324 )   $ 384  
Related to investing activities
  $ 21,393     $ 6,942  
 
19.  FINANCIAL RISK MANAGEMENT
 
(a)  Overview.   The Company’s activities expose it to a variety of financial risks that arise as a result of its exploration, development, production, and financing activities such as:
 
–  
credit risk;
–  
liquidity risk; and
  
market risk.
 
This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.  Further quantitative disclosures are included throughout these consolidated financial statements.
 
The Board of Directors oversees management’s establishment and execution of the Company’s risk management framework.  Management has implemented and monitors compliance with risk management policies.  The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to market conditions and the Company’s activities.
 
(b)  Credit risk.   Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from joint venture partners and oil and natural gas customers.  The maximum exposure to credit risk is as follows:
   
December 31, 2011
   
December 31, 2010
   
January 1, 2010
 
Cash and cash equivalents
  $ 1     $ 4,024     $ 1  
Accounts receivable and accruals
    14,272       20,998       22,990  
    $ 14,273     $ 25,022     $ 22,991  
 
Accounts receivable and accruals.   All of the Company’s operations are conducted in Canada.  The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer or joint venture partner .
 
A substantial portion of the Company’s accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risks.  Receivables from oil and natural gas customers are normally collected on the 25th day of the month following the related sale of oil and gas production.  The Company’s policy to mitigate credit risk associated with these balances is to establish commercial relationships with large customers.  The Company historically has not experienced any collection issues with its oil and natural gas customers.  Receivables from joint venture partners are typically collected within ninety days.
 
 
 
 
ANDERSON ENERGY
26
 
 

 
 
19.    FINANCIAL RISK MANAGEMENT ( Continued )
 
The Company attempts to mitigate the risk from joint venture receivables by obtaining venturer pre-approval of significant capital expenditures.  However, the receivables are from participants in the oil and natural gas sector, and collection of the outstanding balances is dependent on industry factors such as commodity price fluctuations, escalating costs and the risk of unsuccessful drilling.  In addition, further risk exists with joint venturers as disagreements occasionally arise that increase the potential for non-collection.
 
The Company does not typically obtain collateral from oil and natural gas customers or joint venturers; however, the Company does have the ability to withhold production from joint venturers in the event of non-payment.
 
The Company’s allowance for doubtful accounts as at December 31, 2011 was $0.9 million (December 31, 2010 – $1.0 million, January 1, 2010 - $1.6 million).  This allowance was mostly created in prior years and is associated with prior corporate acquisitions and potential joint venture billing disputes.  The Company wrote-off $0.1 million in receivables during the year ended December 31, 2011 (December 31, 2010 – $0.6 million).  The Company would only choose to write-off a receivable balance (as opposed to providing an allowance) after all reasonable avenues of collection had been exhausted.
 
The maximum exposure to credit risk for accounts receivable and accruals, net of allowance for doubtful accounts at the reporting date by type of customer was:
 
   
Carrying Amount
 
   
December 31, 2011
   
December 31, 2010
   
January 1, 2010
 
Oil and natural gas customers
  $ 10,307     $ 9,286     $ 8,213  
Joint venture partners
    2,335       7,989       7,790  
Other
    1,630       3,723       6,987  
    $ 14,272     $ 20,998     $ 22,990  
 
As at December 31, 2011, December 31, 2010 and January 1, 2010, the Company’s accounts receivable and accruals, net of allowance for doubtful accounts was aged as follows:
 
Aging
 
December 31, 2011
   
December 31, 2010
   
January 1, 2010
 
Not past due
  $ 13,608     $ 18,960     $ 22,402  
Past due by less than 120 days
    163       1,706       537  
Past due by more than 120 days
    501       332       51  
Total
  $ 14,272     $ 20,998     $ 22,990  
 
These amounts exclude offsetting amounts owing to joint venture partners that are included in accounts payable and accruals.
 
(c)  Liquidity risk.   Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company’s objective is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal   and stressed conditions , without incurring unacceptable losses or risking damage to the Company’s reputation.
 
To achieve this objective, the Company prepares annual capital expenditure budgets, which are regularly monitored and updated as considered necessary.  The Company uses authorizations for expenditures on both operated and non operated projects to further manage capital expenditures.  To provide capital when needed, the Company has revolving reserves-based credit facilities which are reviewed semi-annually by its lenders.  These facilities are described in note 8.  The Company also attempts to match its payment cycle with collection of oil and natural gas revenue on the 25th of each month.
 
 
 
 
27
2011 FINANCIAL STATEMENTS
 
 

 
 
19.     FINANCIAL RISK MANAGEMENT ( Continued )
 
The following are the contractual maturities of financial liabilities, including associated interest payments on convertible debentures and excluding the impact of netting agreements at December 31, 2011:
Financial Liabilities
 
Less than
one year
   
One to
 two years
   
Two to
 three
 years
   
Three
 to four
years
   
Four to five
 years
   
Five to six
years
 
Non-derivative financial liabilities
                                   
Accounts payable and accruals (1)
  $ 60,573     $ -     $ -     $ -     $ -     $ -  
Bank loans – principal (2)
    -       88,682       -       -       -       -  
Convertible debentures
                                               
- Interest (1)
    5,523       7,085       7,085       7,085       5,210       1,667  
- Principal
    -       -       -       -       50,000       46,000  
Total
  $ 66,096     $ 95,767     $ 7,085     $ 7,085     $ 55,210     $ 47,667  
 
(1) 
Accounts payable and accruals includes $3.4 million of interest relating to convertible debentures.  The total cash interest payable in less than one year on the convertible debentures is $9.0 million.
 
(2) 
Assumes the credit facilities are not renewed on July 11, 2012.
 
The following table shows the Company’s accounts payable and accruals:
   
Carrying Amount
 
   
December 31, 2011
   
December 31, 2010
   
January 1, 2010
 
Trade payables
  $ 24,188     $ 19,550     $ 19,443  
Accruals   (1)
    36,385       27,312       17,446  
    $ 60,573     $ 46,862     $ 36,889  
(1)  Accruals include amounts for goods and services that have been received or supplied but have not been paid, invoiced or formally agreed with the supplier as of the reporting date.  These accruals relate to both operating and capital activities.
 
(d)    Market risk.   Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates will affect the Company’s income or the value of the financial instruments.  The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
 
The Company may use both financial derivatives and physical delivery sales contracts to manage market risks.  All such transactions are conducted within risk management tolerances that are reviewed by the Board of Directors.
 
Currency risk.   Prices for oil are determined in global markets and generally denominated in United States dollars.  Natural gas prices obtained by the Company are influenced by both U.S. and Canadian demand and the corresponding North American supply, and recently, by imports of liquefied natural gas.  The exchange rate effect cannot be quantified but generally an increase in the value of the Canadian dollar as compared to the U.S. dollar will reduce the prices received by the Company for its petroleum and natural gas sales.
 
There were no financial instruments denominated in U.S. dollars at December 31, 2011 or December 31, 2010.
 
Interest rate risk.   Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates.  The interest charged on the outstanding bank loans fluctuates with the interest rates posted by the lenders.  The Company has not entered into any mitigating interest rate hedges or swaps, however the Company has $50 million and $46 million of convertible debentures with fixed interest rates of 7.5% and 7.25% respectively, maturing January 31, 2016 and June 30, 2017 (see note 9).  Had the borrowing rate on bank loans been 100 basis points higher (or lower) throughout the year ended December 31, 2011, earnings would have been affected by $0.4 million (December 31, 2010 – $0.3 million) based on the average bank debt balance outstanding during the year.
 
 
 
 
 
ANDERSON ENERGY
28
 
 

 
 
19.     FINANCIAL RISK MANAGEMENT ( Continued )
 
Commodity price risk.   Commodity price risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in commodity prices.  Commodity prices for oil and natural gas are impacted by both the relationship between the Canadian and U.S. dollar and world economic events that dictate the levels of supply and demand.
 
It is the Company’s policy to economically hedge some oil and natural gas sales through the use of various financial derivative forward sales contracts and physical sales contracts.  The Company does not apply hedge accounting for these contracts.  The Company’s production is usually sold using “spot” or near term contracts, with prices fixed at the time of transfer of custody or on the basis of a monthly average market price.  The Company, however, may give consideration in certain circumstances to the appropriateness of entering into long term, fixed price sales contracts.  The Company does not enter into commodity contracts other than to meet the Company’s expected sale requirements.
 
At December 31, 2011 the following derivative contracts were outstanding and recorded at estimated fair value:
Type of Contract (1)
Commodity
 
Volume
Weighted Average
 Fixed Price
(NYMEX Canadian $)
 
Remaining Period
Financial swap
Crude oil
500 bbls/day
$106.04/bbl
Jan 1, 2012 to Mar 31, 2012
Financial swap
Crude oil
1,000 bbls/day
$103.93/bbl
Jan 1, 2012 to Dec 31, 2012
(1)  
Swap indicates fixed price payable to Anderson in exchange for floating price payable to counterparty.
 
The estimated fair value of the financial oil contracts has been determined on the amounts the Company would receive or pay to terminate the oil contracts.  At December 31, 2011, the Company estimates that it would receive $1.4 million to terminate these contracts.
 
There were no derivative contracts outstanding at January 1, 2010.  The fair value of the financial commodity risk management contracts have been allocated to current and non-current liabilities on a contract by contract basis as follows:
 
   
December 31, 2011
   
December 31, 2010
 
Current asset
  $ 1,384     $ -  
Current liability
    -       (1,918 )
Net asset (liability) position
  $ 1,384     $ (1,918 )
 
The fair value of derivative contracts at December 31, 2011 would have been impacted as follows had the oil prices used to estimate the fair value changed by:
 
   
Effect of an increase
in price on after-tax
earnings
 
Effect of a decrease
in price on after-tax
earnings
Canadian $1.00 per barrel change in the oil prices
$
(412)
$
412
 
In January 2012, the Company entered into fixed price swap contracts for an average of 500 barrels per day of crude oil for February to December 2012 at a weighted average NYMEX crude oil price of Canadian $103.75 per barrel.
 
In June 2011, the Company entered into physical sales contracts to sell 15,000 GJ per day of natural gas between July 1, 2011 and October 31, 2011 at a weighted average AECO price of $4.06 per GJ.  The Company realized $1.2 million of gains associated with these contracts.
 
 
 
 
29
2011 FINANCIAL STATEMENTS
 
 

 
 
19.    FINANCIAL RISK MANAGEMENT ( Continued )
 
(e) Capital management.   Anderson’s capital management policy is to maintain a strong, but flexible capital structure that optimizes the cost of capital and maintains investor, creditor and market confidence while sustaining the future development of the business.
 
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying petroleum and natural gas assets. The Company’s capital structure includes shareholders’ equity of $163.4 million, bank loans of $88.7 million, convertible debentures with a face value of $96.0 million and the cash working capital deficiency of $44.0 million, which excludes the current portion of unrealized gains on derivative contracts. In order to maintain or adjust the capital structure, the Company may from time to time issue shares, seek additional debt financing and adjust its capital spending to manage current and projected debt levels.
 
Consistent with other companies in the oil and gas sector, Anderson monitors capital based on the ratio of total debt to funds from operations. This ratio is calculated by dividing total debt at the end of the period (comprised of the cash working capital deficiency, the liability component of convertible debentures and outstanding bank loans) by the annualized current quarter funds from operations (cash flow from operating activities before changes in non-cash working capital including decommissioning expenditures).  This ratio may increase at certain times as a result of acquisitions, the timing of capital expenditures and market conditions. In order to facilitate the management of this ratio, the Company prepares annual capital expenditure budgets, which are updated as necessary depending on varying factors including current and forecast crude oil and natural gas prices, capital deployment and general industry conditions.  The annual and updated budgets are approved by the Board of Directors.    Funds from operations in the quarter, annualized current quarter funds from operations and total net debt to funds from operations are not defined by IFRS and therefore are referred to as non-GAAP measures.
 
   
December 31, 2011
   
December 31, 2010
 
Bank loans
  $ 88,682     $ 52,719  
Current liabilities (1)
    60,573       46,862  
Current assets (1)
    (16,599 )     (28,074 )
Net debt before convertible debentures
  $ 132,656     $ 71,507  
Convertible debentures (liability component)
    84,796       43,460  
Total net debt
  $ 217,452     $ 114,967  
                 
Cash from operating activities in the quarter
  $ 16,462     $ 10,488  
Decommissioning expenditures in the quarter
    146       118  
Changes in non-cash working capital in the quarter
    389       (1,324 )
Funds from operations in the quarter
  $ 16,997     $ 9,282  
Annualized current quarter funds from operations
  $ 67,988     $ 37,128  
                 
Net debt before convertible debentures to funds from operations
    2.0       1.9  
Total net debt to funds from operations
    3.2       3.1  
(1) Excludes unrealized gains (losses) on derivative contracts.
 
There were no changes in the Company’s approach to capital management during the year.
 
 
 
 
 
ANDERSON ENERGY
30
 
 

 
 
19.    FINANCIAL RISK MANAGEMENT ( Continued )
 
As at December 31, 2011, the Company’s ratio of net debt before convertible debentures to annualized funds from operations was 2.0 to 1 (December 31, 2010 – 1.9 to 1).  As at December 31, 2011, the Company’s ratio of total net debt to annualized funds from operations was 3.2 to 1 (December 31, 2010 – 3.1 to 1).  The high ratios reflect the capital expenditures required to make the transition from a gas weighted company to an oil weighted company.  The increase in the ratio from December 31, 2010 is the result higher capital spending in 2011, partially offset by higher funds from operations as a result of the transition to an oil weighted company.  As new crude oil production is brought on-stream at higher expected operating margins, the debt to funds from operations ratio is expected to decrease.
 
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.  The credit facilities are subject to a semi-annual review of the borrowing base which is directly impacted by the value of the oil and natural gas reserves.
 
20.  RELATED PARTY TRANSACTIONS
 
Key management personnel are comprised of all officers and directors of the Company.
 
On June 8, 2011, the Company issued 1,575 Series B Convertible Debentures to key management personnel at a price of $1,000 per convertible debenture for total gross proceeds of $1.6 million as part of a $46.0 million bought deal offering of convertible debentures.
 
On December 31, 2010, the Company issued 1,000 Series A Convertible Debentures to directors at a price of $1,000 per convertible debenture for total gross proceeds of $1.0 million as part of a $50.0 million bought deal offering of convertible debentures.
 
In February 2010, the Company issued 352,466 common shares to directors at a price of $1.45 per share for total gross proceeds of $0.5 million as part of a $31.8 million bought deal offering of common shares before commissions and expenses.
 
Compensation of key management personnel was as follows:
   
December 31, 2011
   
December 31, 2010
 
Salaries and other short-term employee benefits
  $ 2,469     $ 2,058  
Share-based payments
    902       820  
    $ 3,371     $ 2,878  
Capitalized portion of key management personnel compensation
    (1,552 )     (1,285 )
    $ 1,819     $ 1,593  
 
21.  COMMITMENTS AND CONTINGENCIES
 
(a)  Capital commitments.   As at December 31, 2011 the Company had commitments for future capital expenditures in the amount of $0.5 million that are expected to be incurred during the first quarter of 2012.  In addition to these capital commitments, the Company has entered into “farm-in” agreements whereby the Company may earn working interests in oil and gas properties in exchange for undertaking capital spending programs to develop the properties.  In certain farm-in agreements, the Company is subject to non-performance fees if it does not fulfill its capital spending obligations.  As at December 31, 2011 the Company is committed to fulfilling the following farm-in obligations.
 
Cardium Horizontal Well Program - Oil.   The Company has farm-in obligations to drill six gross (4.5 net capital) horizontal wells in the Cardium geological formation prior to dates ranging from August 1, 2012 to September 30, 2012.  One agreement has a $100,000 non-performance fee clause should the Company fail to drill the well.  Another agreement pertains to two wells; there is a $100,000 non-performance fee should the Company fail to drill both wells, and if only one well is drilled, the Company would also forfeit fifty per cent of the interest in the first well drilled under the agreement.
 
 
 
 
31
2011 FINANCIAL STATEMENTS
 
 

 
 
21.    COMMITMENTS AND CONTINGENCIES (Continued)
 
Edmonton Sands Well Program – Natural Gas.   In 2009, the Company committed to a 200 well drilling and completion program in the Edmonton Sands geological formation (the “Program”) under a farm-in agreement with a large international oil and gas company (the “Farmor”) from which the Company will earn an interest in up to 120 sections of land.  The Company is obligated to complete the Program or before March 31, 2013 and has an option to continue the farm-in transaction until March 1, 2014 by committing to drill a minimum of 100 additional wells under similar terms as in the commitment phase to earn a minimum of 50 sections of land.  Following the commitment and/or option phases, the Company and the Farmor can then jointly develop the lands on denser drilling spacing under terms of an operating agreement.
 
As of December 31, 2011, the Company had drilled 126 wells under the farm-in agreement and deferred the drilling of the remaining 74 gross (53.5 net capital) wells until 2013 due to depressed natural gas prices.  A $550,000 penalty is payable for each well not drilled under the commitment as of March 31, 2013, subject to certain reductions due to unavoidable events beyond the Company’s control and rights of first refusal.  The Company estimates that its minimum commitment to drill the remaining 74 wells is approximately $10 million.
 
(b)    Operating lease commitments. The Company leases various plant and equipment, vehicles, and surface land locations under cancellable operating lease agreements.  Surface lease arrangements may be cancelled at any time following reclamation of any site used in the Company’s operations.  For plant and equipment and vehicle leases, the Company may terminate the leases at any time, subject to certain immaterial conditions and guarantees.
 
The Company leases various offices and computer software under non-cancellable operating lease agreements.  The head office lease terminates on November 30, 2012, while other lease terms are between one and three years, and the majority of lease agreements are renewable at the end of the lease period at the prevailing market rate.
 
The minimum future payments under non-cancellable operating leases are as follows:
   
December 31, 2011
Less than one year
$
1,952
Between one year and five years
 
467
More than five years
 
-
 
$
2,419
 
The total operating lease expenditure charged to the income statement during the year is disclosed in note 15.
 
(c)  Other commitments and contingencies. The Company has entered into firm service gas transportation agreements in which the Company guarantees certain minimum volumes of natural gas will be shipped on various gas transportation systems.  The terms of the various agreements expire in one to eight years.  If no volumes were shipped pursuant to the agreements, the maximum amounts payable under the guarantees based on current tariff rates are as follows:
 
   
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
 
Firm service commitment
  $ 1,255     $ 871     $ 679     $ 608     $ 95     $ 299  
Firm service committed volumes (MMcfd)
    19       10       5       4       3       9  
 
The Company entered into an agreement for gas gathering services with a minimum fee payable of approximately $244,000 per year until November 30, 2018.  To date, the gathering fees paid by the Company for gas volumes transported on the gathering system have exceeded the minimum requirements.
 
 
 
 
ANDERSON ENERGY
32
 
 

 
 
21.    COMMITMENTS AND CONTINGENCIES (Continued)
 
The Company entered into a facilities construction and operation agreement pursuant to which it has guaranteed a minimum revenue to the crude oil pipeline operator related to minimum volumes of crude oil shipments through the new facilities and pipeline.  The minimum revenue guaranteed is approximately $257,000 per contract year for the first five years commencing with the in-service date of the facilities and pipeline, which occurred in October 2011.  If the Company exceeds the minimum volume requirement in a single year, the excess is carried forward as a credit to the minimum revenue guarantee in the subsequent year.  If no volumes were shipped, the annual payment under the guarantee would be approximately $257,000 each year for five years.  To date, no payments have been required under this guarantee.
 
22. SUBSEQUENT EVENTS
 
On February 21, 2012 the Company issued a news release to announce the Board of Directors’ decision to initiate a process to identify, examine and consider a range of strategic alternatives available to the Company with a view to enhancing shareholder value.  Strategic alternatives may include, but are not limited to, a sale of all or a material portion of the assets of Anderson, either in one transaction or in a series of transactions, the outright sale of the Company, or a merger or other strategic transaction involving Anderson and a third party.  There are no guarantees or assurances that the process will result in a transaction or a series of transactions or, if a transaction or a series of transactions are undertaken, the terms or timing of any such transaction or series of transactions.
 
Subsequent to December 31, 2011, the Company sold or has entered into agreements to sell minor properties for $6.3 million in gross proceeds (subject to adjustments).
 
 
 
 
 
 
 
 
 
 
33
2011 FINANCIAL STATEMENTS
 
 

 
 
23.  RECONCILIATION FROM CANADIAN GAAP TO IFRS
 
These are the Company’s first annual consolidated financial statements prepared in accordance with IFRS.
 
The accounting policies in note 3 have been applied in preparing the consolidated financial statements for the year ended December 31, 2011, the comparative information presented in these consolidated financials statements for the year ended December 31, 2010 and in the preparation of the opening IFRS statement of financial position at January 1, 2010.
 
Statement of financial position at the date of IFRS transition – January 1, 2010:
 
(in thousands of dollars)
 
Canadian  
GAAP  
   
Impairment
(note 23b)
   
Decommi-
ssioning
(note 23d)
   
Share-based payments
(note 23e)
   
Flow 
through
shares
 (note 23f)
   
Deferred
taxes
(note 23h)
   
IFRS
 
ASSETS
                                         
Current assets:
                                         
Cash
  $ 1     $ -     $ -     $ -     $ -     $ -     $ 1  
Accounts receivable
and accruals
    22,990                                               22,990  
Prepaid expenses and
deposits
    3,778                                               3,778  
      26,769       -       -       -       -       -       26,769  
                                                         
Property, plant and equipment
(note 23a)
    470,400       (67,193 )                                     403,207  
    $ 497,169     $ (67,193 )   $ -     $ -     $ -     $ -     $ 429,976  
                                                         
LIABILITIES AND EQUITY
                                                       
Current liabilities:
                                                       
Accounts payable and accruals
  $ 36,889     $ -     $ -     $ -     $ -     $ -     $ 36,889  
                                                         
Bank loans
    62,404                                               62,404  
Decommissioning obligations
    33,879               13,778                               47,657  
Deferred tax liability (note 23h)
    31,278       (16,914 )     (3,444 )                     -       10,920  
      164,450       (16,914 )     10,334       -       -       -       157,870  
Shareholders’ equity:
                                                       
Share capital
    391,637                       -       5,336       (449 )     396,524  
Contributed surplus
    6,104                       234                       6,338  
Deficit (note 23i)
    (65,022 )     (50,279 )     (10,334 )     (234 )     (5,336 )     449       (130,756 )
      332,719       (50,279 )     (10,334 )     -       -       -       272,106  
    $ 497,169     $ (67,193 )   $ -     $ -     $ -     $ -     $ 429,976  
 
 
 
 
 
 
 
 
ANDERSON ENERGY
34
 
 

 
 
23.    RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
Statement of financial position at December 31, 2010:
(in thousands of dollars)
 
Canadian   GAAP 
   
Impairment (note 23b)
   
Decommi-ssioning
 (note 23d)
   
Share-based payments
(note 23e)
   
Depletion
and
depreciation
(note 23c)
   
Other
PP&E
adjs
(note 23c)
   
Flow
through
shares
(note 23f)
   
Convertible debentures
 (note 23g)
   
Deferred taxes
 (note 23h)
   
IFRS
 
ASSETS
                                                           
Current assets:
                                                           
Cash and cash equivalents
  $ 4,024     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ 4,024  
Accounts receivable and accruals
    20,998                                                                       20,998  
Prepaid expenses and deposits
    3,052                                                                       3,052  
Deferred tax asset
    508                                                               (508 )     -  
      28,582       -       -       -       -       -       -       -       (508 )     28,074  
                                                                                 
Property, plant and
equipment (note 23a)
    506,533       (220,358 )     2,185       (322 )     33,071       (436 )                             320,673  
    $ 535,115     $ (220,358 )   $ 2,185     $ (322 )   $ 33,071     $ (436 )   $ -     $ -     $ (508 )   $ 348,747  
                                                                                 
LIABILITIES AND EQUITY
                                                                               
Current liabilities:
                                                                               
Accounts payable and
accruals
  $ 46,862     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ 46,862  
Unrealized loss on
derivative contracts
    1,918                                                                       1,918  
      48,780       -       -       -       -       -       -       -       -       48,780  
                                                                                 
Bank loans
    52,719                                                                       52,719  
Convertible debentures
    43,460                                                                       43,460  
Decommissioning obligations
    36,320               15,075                       155                               51,550  
Deferred tax liability (asset)
(note 23h)
    20,045       (55,407 )     (3,222 )             8,268       (483 )             1,650       (508 )     (29,657 )
      201,324       (55,407 )     11,853       -       8,268       (328 )     -       1,650       (508 )     166,852  
Shareholders’ equity:
                                                                               
Share capital
    422,038                                               5,336               (449 )     426,925  
Equity component of
convertible debentures
    4,242                                                       (1,650 )             2,592  
Contributed surplus
    8,164                       (243 )                                             7,921  
Deficit (note 23i)
    (100,653 )     (164,951 )     (9,668 )     (79 )     24,803       (108 )     (5,336 )             449       (255,543 )
      333,791       (164,951 )     (9,668 )     (322 )     24,803       (108 )     -       (1,650 )     -       181,895  
    $ 535,115     $ (220,358 )   $ 2,185     $ (322 )   $ 33,071     $ (436 )   $ -     $ -     $ (508 )   $ 348,747  
 
 
 
 
 
 
35
2011 FINANCIAL STATEMENTS
 
 

 
 
23.
RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
Reconciliation of consolidated statement of operations and comprehensive loss for the year ended December 31, 2010:
 
                                           
(in thousands of dollars)
 
Canadian
GAAP
   
Impairment
(note 23b)
   
Decommi-
ssioning
(note 23d)
   
Share-based payments
(note 23e)
   
Depletion and depreciation
(note 23c)
   
Other PP&E
adjs
(note 23c)
   
IFRS
 
                                           
Oil and gas sales
  $ 86,457     $ -     $ -     $ -     $ -     $ -     $ 86,457  
Royalties
    (9,011 )                                             (9,011 )
Revenue
    77,446       -       -       -       -       -       77,446  
Realized loss on derivative contracts
    (131 )                                             (131 )
Unrealized loss on derivative contracts
    (1,918 )                                             (1,918 )
Gain on sale of property, plant and equipment
    -                                       389       389  
      75,397       -       -       -       -       389       75,786  
                                                         
Operating expenses
    28,537                                               28,537  
Transportation expenses
    611                                               611  
Depletion and depreciation
    78,723                               (33,071 )             45,652  
Impairment of property, plant and equipment
    -       153,165                                       153,165  
General and administrative expenses, including
     stock-based compensation
    8,908                       (155 )             664       9,417  
Loss from operating activiites
    (41,382 )     (153,165 )     -       155       33,071       (275 )     (161,596 )
                                                         
Finance income
    96                                               96  
Finance expenses, including accretion
    (5,894 )             888                               (5,006 )
Net finance expenses
    (5,798 )     -       888       -       -       -       (4,910 )
                                                         
Loss before taxes
    (47,180 )     (153,165 )     888       155       33,071       (275 )     (166,506 )
Deferred income tax reduction
    (11,549 )     (38,493 )     222       -       8,268       (167 )     (41,719 )
Loss and comprehensive loss for the year
  $ (35,631 )   $ (114,672 )   $ 666     $ 155     $ 24,803     $ (108 )   $ (124,787 )

 
 
 
 
 
 
 
ANDERSON ENERGY
36
 
 

 
 
23.
RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
Notes to reconciliations
 
(a)   IFRS 1 Exemptions :
 
Deemed Cost. The Company applied the IFRS 1 exemption whereby the value of its opening plant, property and equipment at January 1, 2010 was deemed to be equal to the net book value as determined under Canadian GAAP and the corresponding CGUs were tested for impairment.  The Company chose to allocate its costs to its CGUs based on proved plus probable reserves volumes.
 
Business Combinations.   The Company applied the IFRS 1 exemption and did not retrospectively revalue business combinations that occurred before January 1, 2010 in accordance with IFRS 3, Business Combinations.  Accordingly, there were no adjustments made to the Company’s January 1, 2010 financial statements as a result of this exemption.
 
Borrowing Costs.   The Company also applied the IFRS 1 exemption which allowed first-time adopters to use the transitional provisions set out in IAS 23, Borrowing Costs and set the effective date of the standard as January 1, 2010, which is the date of the Company’s transition to IFRS.  Accordingly, there were no adjustments made to the Company’s January 1, 2010 financial statements as a result of this exemption.
 
Refer to notes 23(d) and 23(e) for further discussion on IFRS 1 exemptions taken for decommissioning obligations and share-based payments.
 
(b)   IAS 36 Adjustments – Impairment of Assets.   Under Canadian GAAP, impairment of non-financial assets is assessed on the basis of an asset’s estimated undiscounted future cash flows compared with the asset’s carrying amount and if impairment is indicated, discounted cash flows are prepared to quantify the amount of the impairment. Under IFRS, impairment is assessed based on the recoverable amount (greater of value in use or fair value less costs to sell) compared with the asset’s carrying amount to measure the amount of the impairment.  In addition, under IFRS, where a non-financial asset does not generate largely independent cash inflows, the Company is required to perform its test at a cash generating unit level, which is the smallest identifiable grouping of assets that generates largely independent cash inflows. Canadian GAAP impairment was based on undiscounted cash flows using asset groupings with both independent cash inflows and cash outflows.
 
As a result of applying the deemed cost exemption at January 1, 2010, the Company recorded an impairment of $67.2 million with a corresponding reduction in property, plant and equipment.  For the year ended December 31, 2010 the Company recognized additional impairments of $153.2 million respectively with a corresponding reduction in property, plant and equipment as a result of declines in the forward natural gas price curves.
 
(c)   IAS 16 Adjustments – Property, Plant and Equipment.
 
Depletion and depreciation.   Upon transition to IFRS, the Company adopted a policy of depleting and depreciating oil and natural gas interests on a unit of production basis over proved plus probable reserves.  The depletion and depreciation policy under Canadian GAAP was based on unit of production over proved reserves.  In addition, depletion and depreciation was calculated on the Canadian full cost pool under Canadian GAAP.  IFRS requires depletion and depreciation to be calculated based on individual components.
 
At January 1, 2010, there were no amounts recorded as a result of the policy differences as discussed above.  For the year ended December 31, 2010, the use of proved plus probable reserves in conjunction with lower net book values due to impairments in the Company’s Shallow Gas, Deep Gas and Non-core CGUs resulted in a decrease to depletion and depreciation of $33.1 million with a corresponding increase to property, plant and equipment.
 
 
 
 
37
2011 FINANCIAL STATEMENTS
 
 

 
 
23.    RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
Other adjustments.   IFRS requires that gains or losses be reported on the disposition of property, plant and equipment.  Under Canadian GAAP, gains or losses on disposition of property, plant and equipment were only reported when the disposition resulted in more than a 20 percent change in the depletion rate.  As a result of this requirement, the Company reported a gain of $0.4 million during the year ended December 31, 2010 with an increase in property, plant and equipment where the proceeds were originally recorded under Canadian GAAP and a net increase to decommissioning obligations that were assumed as part of an asset exchange of $0.2 million.
 
IFRS also requires that the capitalization of general and administrative costs be limited to directly attributable costs.  Under Canadian GAAP, a reasonable allocation of general and administrative costs to property, plant and equipment was acceptable.  As a result of the change in the capitalization criteria, the Company increased its general and administrative expense by $0.7 million during the year ended December 31, 2010 with a corresponding decrease in property, plant and equipment.
 
Under Canadian GAAP, a deferred tax adjustment was recorded related to stock-based compensation costs capitalized.  No such adjustment is made under IFRS.  As a result of this change, property, plant and equipment was reduced by $0.3 million at December 31, 2010 with a corresponding decrease to the deferred tax liability.
 
(d)   IAS 37 Adjustments – Provisions, Contingent Liabilities and Contingent Assets.   Consistent with IFRS, decommissioning obligations (asset retirement obligations under Canadian GAAP) were measured under Canadian GAAP based on the estimated cost of decommissioning, discounted to their net present value upon initial recognition.  Under Canadian GAAP, asset retirement obligations were discounted at a credit adjusted risk fee rate of eight to 10 percent.  Under IFRS, the estimated cash flows to abandon and remediate the Company’s wells and facilities has been risk adjusted, therefore the provision is discounted at a risk free rate of one to four percent depending upon the estimated timelines to reclamation.  Under IFRS, decommissioning obligations are also required to be re-measured at each reporting period to incorporate changes in future cash flow estimates, timelines to reclamation as well as discount rates used in present valuing the obligations.
 
The IFRS 1 exemption was utilized for asset retirement obligations associated with oil and gas properties and the Company re-measured asset retirement obligations as at January 1, 2010 under IAS 37 with a corresponding adjustment to opening retained earnings. Upon transition to IFRS this resulted in a $13.8 million increase in the decommissioning obligations with a corresponding decrease in retained earnings.
 
At December 31, 2010, using risk-free rates of one to four percent, depending on the estimated timing of the future obligation, the Company increased its decommissioning obligations by $15.1 million from Canadian GAAP.  The Company also increased the value of its plant, property and equipment for December 31, 2010 by $2.2 million for new obligations incurred during 2010.
 
For the year ended December 31, 2011, accretion expense decreased by $0.9 million under IFRS compared to Canadian GAAP as a result of higher initial decommissioning obligations being recognized under IFRS and lower discount rates being used.  Under IFRS, accretion on decommissioning obligations is included in finance expenses as opposed to Canadian GAAP where these amounts were included in depletion, depreciation and accretion.
 
(e)   IFRS 2 Adjustments – Share-based Payments .   Under Canadian GAAP, the Company recognized stock-based compensation expense on a straight-line basis through the date of full vesting and incorporated a forfeiture rate, which was optional under Canadian GAAP.  Under IFRS, the Company is required to recognize the expense over the individual vesting periods for the graded vesting awards and estimating a forfeiture rate is no longer optional.
 
 
 
 
 
 
ANDERSON ENERGY
38
 
 

 
 
23.    RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
The Company applied the IFRS 1 exemption for equity instruments which vested before the transition date and did not retroactively restate them.  All unvested options at transition date were retroactively restated in accordance with IFRS 2 with the adjustment going through opening retained earnings.  As a result, the Company recorded an additional $0.2 million in contributed surplus at January 1, 2010 for unvested options with the offset going to opening retained earnings.
 
For the year ended December 31, 2010, the Company reduced contributed surplus by $0.5 million and reduced the amount of stock-based compensation capitalized by $0.3 million for a net reduction in stock-based compensation expense of $0.2 million.  Under Canadian GAAP, stock-based compensation expense was disclosed separately on the consolidated statement of operations and comprehensive loss.  Under IFRS, stock-based compensation expense is included in general and administrative expenses.
 
(f) Flow Through Shares .   Under Canadian GAAP, the Company recorded the deferred tax impact on renouncement of flow through shares against share capital.  Under IFRS, the Company is required to record a premium liability when the flow through shares are issued, which is relieved upon renouncement, with the difference going to deferred tax expense.  As a result of this change in the treatment of deferred taxes, at January 1, 2010, the Company recorded an additional $5.3 million to share capital with a corresponding reduction in retained earnings for flow through shares that had been previously issued and fully renounced at transition.
 
(g)   Convertible Debentures.   Under Canadian GAAP, the Company did not record a deferred tax difference on its convertible debentures.  Under IFRS, the Company is required to record the deferred tax difference between the fair value of the liability component of the convertible debentures and the tax value of the convertible debentures with the difference being booked against the equity component of convertible debentures.  As a result, the Company recorded $1.7 million in deferred tax against the equity component of convertible debentures at December 31, 2010.
 
(h)   IAS 12 Adjustments – Income Taxes.   The aforementioned changes increased (decreased) the net deferred tax liability as follows based on a tax rate of 25 percent:
 
   
December 31, 2010
   
January 1, 2010
 
Impairment of plant, property and equipment (note 23b)
    (55,407 )     (16,914 )
Depletion and depreciation (note 23c)
    8,268       -  
Decommissioning obligation (note 23d)
    (3,222 )     (3,444 )
Convertible debentures (note 23g)
    1,650       -  
Other adjustments (note 23c)
    (483 )     -  
Decrease in deferred tax liability
  $ (49,194 )   $ (20,358 )
 
IFRS requires that adjustments to the future tax rates used to calculate deferred taxes be traced and recorded against the original source of the timing difference as opposed to through earnings as was done under Canadian GAAP.  As a result of this change at January 1, 2010, the Company reclassified $0.5 million in deferred taxes previously recorded in income against share issue costs.
 
Under Canadian GAAP, the Company was required to disclose future income taxes in the same current or long-term classification from which the timing differences arose.  As such at December 31, 2010, the Company reported $0.5 million as a current asset related to timing differences that would reverse in one year.  There is no such requirement under IFRS, therefore the Company removed the separate disclosure of current deferred taxes.
 
The effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2010 was to decrease the previously reported tax charge by $30.2 million.
 
 
 
 
39
2011 FINANCIAL STATEMENTS
 
 

 
 
23.     RECONCILIATION FROM CANADIAN GAAP TO IFRS (Continued)
 
(i)   Retained Earnings Adjustments.   The aforementioned changes increased (decreased) retained earnings as follows on an after-tax basis:
 
   
December 31, 2010  
   
January 1, 2010  
 
Impairment of plant, property and equipment (note 23b)
  $ (164,951 )   $ (50,279 )
Decommissioning obligations (note 23d)
    (9,668 )     (10,334 )
Flow through shares (note 23f)
    (5,336 )     (5,336 )
Depletion and depreciation (note 23c)
    24,803       -  
General and administrative expenses (note 23c)
    (497 )     -  
Gain on sale of plant, property and equipment (note 23c)
    389       -  
Deferred taxes on share issue costs (note 23h)
    449       449  
Stock-based compensation (note 23e)
    (79 )     (234 )
   Decrease in retained earnings
  $ (154,890 )   $ (65,734 )
 
(j)   Adjustments to the Company’s Statements of Cash Flows under IFRS.   The reconciling items discussed above between Canadian GAAP and IFRS policies have no material impact on the cash flows generated by the Company.  As a result of the change in capitalized general and administrative expenses, there was a reduction of $0.7 million to operating cash flows, with and equal and opposite effect on investing cash flows for the year ended December 31, 2010.
 
 
 
 
 
 
 
 
 
 
 
ANDERSON ENERGY
40
 

EXHIBIT 99.3
 
GRAPHIC
Management’s Discussion and Analysis

DECEMBER 31, 2011 AND 2010
 
 
 
 
 

 
 
 
The following management’s discussion and analysis is dated March 16, 2012 and should be read in conjunction with the audited consolidated financial statements of Anderson Energy Ltd. (“Anderson” or the “Company”) for the years ended December 31, 2011 and 2010.  The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).  Previously, the Company prepared its 2010 annual consolidated financial statements in accordance with Canadian Generally Accepted Accounting Principles (“CGAAP”).  The impact of the transition to IFRS on the Company’s previously reported financial position and financial results for 2010 is discussed below under the caption “Adoption of IFRS”.  The adoption of IFRS had no material impact the Company’s strategic decisions, business practices or prospects, operations, key agreements including debt agreements and covenants or cash flow from operations, before changes in non-cash working capital.
 
Included in the discussion and analysis are references to terms commonly used in the oil and gas industry such as funds from operations, finding, development and acquisition (“FD&A”) costs, operating netback and barrels of oil equivalent (“BOE”).  Funds from operations as used in this report represent cash from operating activities before changes in non-cash working capital and decommissioning expenditures.  See “Review of Financial Results – Funds from Operations” for details of this calculation.  Funds from operations represent both an indicator of the Company’s performance and a funding source for on-going operations.  FD&A costs measure the cost of reserves additions and are an indicator of the efficiency of capital expended in the period.  Operating netback is calculated as oil and gas revenues and the realized gains/losses on derivative contracts less royalties, operating and transportation expenses and is a measure of the profitability of operations before administrative and financing expenditures.  Production volumes and reserves are commonly expressed on a BOE basis whereby natural gas volumes are converted at the ratio of six thousand cubic feet to one barrel of oil.  The intention is to sum oil and natural gas measurement units into one basis for improved analysis of results and comparisons with other industry participants.  These terms are not defined by IFRS and therefore are referred to as non-GAAP measures.
 
All references to dollar values are to Canadian dollars unless otherwise stated.  Production volumes are measured upon sale unless otherwise noted and reserves numbers are stated before deducting Crown or lessor royalties. 
 
Definitions of the abbreviations used in this discussion and analysis are located on the last page of this document.
 
REVIEW OF FINANCIAL RESULTS
 
Overview.   For the year ended December 31, 2011, funds from operations were $54.5 million ($0.32 per share), up 49% from 2010 as a result of the Company’s focus on Cardium light oil drilling.  Sales volumes averaged 7,692 BOED, slightly higher than in the previous year.
 
Capital additions, net of dispositions were $159.3 million for the year ended December 31, 2011.  During the year, the Company drilled 51 gross (43.8 net capital) successful oil wells and one dry hole.  During the fourth quarter of 2011, the Company drilled 10 gross (9.6 net capital) successful Cardium light oil wells in addition to the one 100% dry hole.  The Company also tied in 12 gross (9.3 net revenue) Cardium light oil wells in the fourth quarter of 2011 and completed battery and solution gas compression projects at Garrington, Ferrier, Willesden Green and other areas.  The Company’s finding, development and acquisition costs, including changes in future development capital, additions, dispositions and technical revisions but excluding natural gas related economic factors were $26.26 per BOE on a proved plus probable basis for 2011.
 
 
 
 
1
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
Bank loans plus cash working capital deficiency (excludes unrealized gain on derivative contracts) was $132.7 million at December 31, 2011.  On June 8, 2011, the Company completed a convertible subordinated debenture financing for proceeds, net of commission and expenses, of $43.9 million.  Proceeds were initially used to pay down bank debt.  The availability created in the credit facilities, along with cash flows, was used to finance the Company’s capital programs.
 
Revenue and Production.   In 2010, the Company changed its focus to developing oil prospects in light of the continued depressed natural gas market and increased oil sales from development activities has positively affected revenues during 2011.  Oil sales and natural gas liquids, which have higher sales prices and netbacks than natural gas, have taken a larger role in the Company’s sales mix.  For the 2011 financial year, oil and natural gas liquids revenue represented 65% of total revenue (2010 – 37%) whereas in the fourth quarter of 2011, oil and natural gas liquids revenue represented 72% of total revenue (2010 – 48%).
 
Oil sales for the year ended December 31, 2011 averaged 1,743 bpd compared to 601 bpd for the year ended December 31, 2010.  Oil sales averaged 2,122 bpd in the fourth quarter of 2011 compared to 1,709 bpd in the third quarter of 2011 and 992 bpd in the fourth quarter of 2010.  The increase in 2011 fourth quarter volumes is due to new oil production from 12 gross (9.3 net) Cardium horizontal light oil wells, which were brought on-stream during the quarter.
 
The Company suspended its shallow gas drilling program after the first quarter of 2010 because of low natural gas prices.  Accordingly, natural production declines were not replaced, resulting in decreases in gas sales throughout 2011.  Gas sales volumes for the year ended December 31, 2011 decreased to an average of 31.6 MMcfd from 37.1 MMcfd last year due to the suspension of shallow gas drilling after the first quarter of 2010.  The central Alberta area, centered around the Sylvan Lake area and northwest to Pembina, remains the Company’s largest area of production, with gas sales averaging 30.2 MMcfd (35.6 MMcfd during 2010).  Gas sales volumes averaged 30.6 MMcfd in the fourth quarter of 2011 compared to 30.0 MMcfd in the third quarter of 2011 and 38.5 MMcfd in the fourth quarter of 2010.
 
Natural gas liquids sales for the year ended December 31, 2011 averaged 679 bpd compared to 778 bpd for the year ended December 31, 2010.  Natural gas liquids sales averaged 715 bpd in the fourth quarter of 2011 compared to 636 bpd in the third quarter of 2011 and 823 bpd in the fourth quarter of 2010.    Natural gas liquids volumes were affected by natural declines, consistent with declines in gas production.
 
The following tables outline production revenue, volumes and average sales prices for the three and twelve months ended December 31, 2011 and 2010.
 
OIL AND NATURAL GAS SALES
 
   
Three months ended
 December 31
   
Year ended
December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Natural gas
  $ 8,589     $ 12,320     $ 40,377     $ 52,304  
Gain on fixed price natural gas contracts
    410       -       1,228       1,302  
Total natural gas
    8,999       12,320       41,605       53,606  
Oil (1)
    18,807       7,081       59,184       16,142  
NGL
    4,785       4,459       17,302       15,672  
Royalty and other
    36       86       201       1,037  
Total oil and gas sales (1)
  $ 32,627     $ 23,946     $ 118,292     $ 86,457  
(1)
The three month numbers exclude the realized and unrealized losses on derivative contracts of $0.3 million and $7.9 million respectively during 2011 (2010 – $0.1 million and $1.9 million losses respectively).  The yearly numbers exclude the realized loss of $0.6 million and unrealized gain on derivative contracts of $3.3 million during 2011 (2010 – $0.1 million loss and $1.9 million loss respectively).
 
 
 
 
ANDERSON ENERGY
2
 
 

 
 
PRODUCTION
 
   
Three months ended
December 31
   
Year ended
December 31
 
   
2011
   
2010
   
2011
   
2010
 
Natural gas ( Mcfd)
    30,576       38,479       31,620       37,124  
Oil (bpd)
    2,122       992       1,743       601  
NGL (bpd)
    715       823       679       778  
Total (BOED)
    7,933       8,228       7,692       7,566  
 
PRICES
 
   
Three months ended
December 31
   
Year ended
December 31
 
   
2011
   
2010
   
2011
   
2010
 
Natural gas ($/ Mcf) (1)
  $ 3.20     $ 3.48     $ 3.60     $ 3.96  
Oil ($/bbl) (2)
    96.33       77.62       93.05       73.62  
NGL ($/bbl)
    72.71       58.87       69.81       55.22  
Total ($/BOE) (2)(3)
  $ 44.70     $ 31.63     $ 42.13     $ 31.31  
(1)
Includes gain on fixed price natural gas contracts of $1.2 million in 2011 (2010 - $1.3 million).
(2)
The three month numbers exclude the realized and unrealized losses on derivative contracts of $0.3 million and $7.9 million respectively during 2011 (2010 – $0.1 million and $1.9 million losses respectively).  The yearly numbers exclude the realized loss of $0.6 million and unrealized gain on derivative contracts of $3.3 million during 2011 (2010 – $0.1 million loss and $1.9 million loss respectively).
(3)
Includes royalty and other income classified with oil and gas sales.
 
World and North American benchmark prices for oil have improved dramatically since 2010, and have positively impacted the oil and natural gas liquids prices realized by the Company in 2011 relative to 2010.  However, crude oil prices remain volatile and as described below, the Company has entered into certain derivative contracts to partially hedge recent oil price levels to protect its capital program.  Natural gas prices remained low throughout 2011 as well as 2010, and current market conditions including high supply and low demand for natural gas in North America have continued to negatively impact the prices for natural gas.
 
The above noted oil price in 2011 does not include a realized loss on derivative contracts of $0.6 million (December 31, 2010 – $0.1 million loss).  The realized oil price including this loss   was $94.94 per barrel for the fourth quarter of 2011 and $92.06 per barrel for the year ended December 31, 2011 compared to $76.18 per barrel for the fourth quarter of 2010 and $73.02 per barrel for the year ended December 31, 2010.
 
The natural gas price in 2011 includes a gain on fixed price natural gas contracts of $1.2 million (December 31, 2010 – $1.3 million).  The 2011 natural gas price before the gain was $3.50 per Mcf (December 31, 2010 – $3.86 per Mcf).  The fixed price natural gas contracts concluded at the end of October 2011 which contributed to the drop in prices realized during the fourth quarter of 2011 ($3.20 per Mcf) relative to the third quarter of 2011 ($3.85 per Mcf) and the fourth quarter of 2010 ($3.48 per Mcf).  The Company is currently selling all of its gas production at the average daily index price.  Average natural gas prices realized by the Company to date during 2012 have been less than $2.50 per Mcf.
 
Commodity Contracts. At December 31, 2011, the following derivative contracts were outstanding and recorded at estimated fair value:
 
Period
 
Weighted
average volume
(bpd)
   
Weighted average
WTI Canadian
($/bbl)
 
January 1, 2012 to March 31, 2012
    1,500       104.63  
April 1, 2012 to December 31, 2012
    1,000       103.93  
 
 
 
3
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
Derivative contracts had the following impact on the consolidated statements of operations:
 
   
Three months ended December 31
   
Year ended December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Realized loss on derivative contracts
  $ (271 )   $ (131 )   $ (624 )   $ (131 )
Unrealized gain (loss) on derivative
   contracts
    (7,864 )     (1,918 )     3,302       (1,918 )
Total gain (loss) on derivative
   contracts
  $ (8,135 )   $ (2,049 )   $ 2,678     $ (2,049 )
 
In January 2012, the Company entered into fixed price swap contracts for an average of 500 barrels per day of crude oil for February to December 2012 at a weighted average NYMEX crude oil price of Canadian $103.75 per barrel.
 
In June 2011, as part of its risk management program, the Company entered into fixed price natural gas contracts to manage commodity price risk.  The Company entered into physical contracts to sell 15,000 GJ per day of natural gas from July 1, 2011 to October 31, 2011 at an average AECO price of $4.06 per GJ.  The Company recognized a gain of $1.2 million on these contracts during the year ended December 31, 2011.  The Company had no fixed price natural gas contracts in place at December 31, 2011.
 
Royalties.   For the year ended December 31, 2011, the average rate for royalties was 11.8% (December 31, 2010 – 10.4%) of revenue.  For the fourth quarter of 2011, the average rate for royalties was 12.8% of revenue compared to 12.4% of revenue in the third quarter of 2011 and 9.4% of revenue in the fourth quarter of 2010.  The increase in the average royalty rate for the year and quarter ended December 31, 2011 is due to the following: (i) an estimated reduction in gas cost allowance for 2011 due to lower crown royalties as a result of lower natural gas prices, production and expenditures and (ii) new production from non-crown properties that carry higher royalty rates.  Offsetting this, oil wells drilled on Crown lands during 2011 qualified for royalty incentives that reduced average Crown royalties during the year.  These incentives reduce Crown royalties for periods of up to 30 months from initial production, after which Crown royalties are expected to increase from current levels.
 
Royalties as a percentage of total oil and gas sales are highly sensitive to prices and adjustments to gas cost allowance and so royalty rates can fluctuate from quarter to quarter.
 
   
Three months ended December 31
   
Year ended December 31
 
   
2011
   
2010
   
2011
   
2010
 
Gross Crown royalties
    8.0 %     10.9 %     9.2 %     12.5 %
Gas cost allowance
    (1.5 %)     (3.7 %)     (4.2 %)     (7.2 %)
Other royalties
    6.3 %     2.2 %     6.8 %     5.1 %
Total royalties
    12.8 %     9.4 %     11.8 %     10.4 %
Total royalties ( $/BOE )
  $ 5.71     $ 2.98     $ 4.92     $ 3.26  

Operating Expenses.   Operating expenses were $10.52 per BOE for the year ended December 31, 2011 compared to $10.34 per BOE for the year ended December 31, 2010.  Operating expenses were $8.30 per BOE in the fourth quarter of 2011 compared to $11.22 per BOE in the third quarter of 2011 and $11.32 per BOE in the fourth quarter of 2010.  The decrease in operating expenses for the fourth quarter of 2011 is primarily due to a reduction in estimated accrued liabilities related to certain gas plant processing fees from earlier periods.
 
Transportation Expenses. For the year ended December 31, 2011, transportation expenses were $0.58 per BOE (December 31, 2010 – $0.22 per BOE).  For the fourth quarter of 2011, transportation expenses were $0.44 per BOE compared to $0.89 per BOE in the third quarter of 2011 and $0.30 per BOE in the fourth quarter of 2010.  The increase in transportation expenses in 2011 relative to 2010 is the result of the costs of trucking higher volumes of clean oil to the point of sale.  Oil production was 23% of total production
 
 
 
ANDERSON ENERGY
4
 
 

 
 
in 2011 compared with 8% in 2010.   Although higher in 2011 than 2010,   transportation costs decreased in the fourth quarter of 2011 relative to the third quarter of 2011 due to the direct tie-in of the Garrington battery to a newly constructed lateral pipeline in October, thereby replacing the trucking charges with a pipeline tariff.  Also, certain actual costs in excess of estimated costs for prior periods were recorded in the third quarter of 2011, representing approximately $0.25 per BOE during that quarter.
 
OPERATING NETBACK
 
   
Three months ended December 31
   
Year ended December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Revenue (1)
  $ 32,627     $ 23,946     $ 118,292     $ 86,457  
Realized loss on derivative contracts
    (271 )     (131 )     (624 )     (131 )
Royalties
    (4,170 )     (2,256 )     (13,806 )     (9,011 )
Operating expenses
    (6,060 )     (8,575 )     (29,533 )     (28,537 )
Transportation expenses
    (322 )     (224 )     (1,626 )     (611 )
Operating netback
  $ 21,804     $ 12,760     $ 72,703     $ 48,167  
Sales volume (MBOE)
    729.9       757.0       2,807.5       2,761.5  
Per BOE
                               
Revenue (1)
  $ 44.70     $ 31.63     $ 42.13     $ 31.31  
Realized loss on derivative contracts
    (0.37 )     (0.17 )     (0.22 )     (0.05 )
Royalties
    (5.71 )     (2.98 )     (4.92 )     (3.26 )
Operating expenses
    (8.30 )     (11.32 )     (10.52 )     (10.34 )
Transportation expenses
    (0.44 )     (0.30 )     (0.58 )     (0.22 )
Operating netback per BOE
  $ 29.88     $ 16.86     $ 25.89     $ 17.44  
(1)
Includes royalty and other income classified with oil and gas sales.  Excludes unrealized loss on derivative contracts of $7.9 million for the three months ended December 31, 2011 and a $3.3 million gain pertaining to fixed price crude oil swaps for the twelve months ended December 31, 2011 (December 31, 2010 - $1.9 million loss and $1.9 million loss respectively).
 
Depletion and Depreciation.   Depletion and depreciation was $52.9 million ($18.85 per BOE) for the year ended December 31, 2011 compared to $45.7 million ($16.53 per BOE) in 2010.  Depletion and depreciation was $15.0 million ($20.49 per BOE) in the fourth quarter of 2011 compared to $12.3 million ($18.16 per BOE) in the third quarter of 2011 and $13.2 million ($17.45 per BOE) in the fourth quarter of 2010.  The increase in depletion and depreciation for the year and the fourth quarter of 2011 compared to the same periods of 2010 is due to higher capital costs associated with oil properties and increased production from these properties.
 
Impairment of property, plant and equipment.   At January 1, 2010, the effective transition date to IFRS, the Company elected to use the IFRS 1 deemed cost exemption whereby the costs under CGAAP were allocated to CGUs based on reserves volumes and then tested for impairment.  As a result, the Company recognized an impairment of $67.2 million at January 1, 2010 in the Shallow Gas CGU with a corresponding reduction in opening retained earnings.  For the year ended December 31, 2010, the Company recognized additional impairments of $153.2 million with a corresponding reduction in property, plant and equipment for the Shallow Gas, Deep Gas and Non-core CGUs   due to declines in the future price forecasts used by the Company’s independent qualified reserves evaluators for natural gas prices.
 
Additional impairment charges were recognized at September 30, 2011 and December 31, 2011 as a result of changes in natural gas and natural gas liquids prices and the impact on the fair value of the Company’s Shallow Gas, Deep Gas and Non-Core CGUs. In aggregate, the Company recognized $35.2 million of impairments during the year ended December 31, 2011 in the following CGUs: Shallow Gas $25.8 million, Deep Gas $2.6 million (net of impairment reversals of $9.7 million) and Non-Core $6.8 million.  The forward price outlook for natural gas dropped significantly at December 31, 2011 compared to the outlook
 
 
 
5
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
at September 30, 2011 which led to the recognition of impairment charges for the Shallow Gas, Deep Gas and Non-Core CGUs in the fourth quarter of 2011 as follows: $22.6 million, $12.3 million and $1.4 million respectively.
 
General and Administrative Expenses.   For the year ended December 31, 2011, general and administrative expenses, excluding stock-based compensation were $9.4 million or $3.36 per BOE (December 31, 2010 – $8.4 million or $3.04 per BOE) and for the fourth quarter of 2011 were $2.2 million or $3.03 per BOE (December 31, 2010 – $2.4 million or $3.18 per BOE).  Gross general and administrative expenses increased for the year ended December 31, 2011 over 2010 due to higher levels of employee compensation and higher audit fees related to the implementation of IFRS, whereas the lower costs in the fourth quarter of 2011 relative to 2010 is a reflection of the timing of recognition of year end compensation costs.
 
   
Three months ended December 31
   
Year ended December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
General and administrative (gross)
  $ 3,376     $ 4,082     $ 14,816     $ 13,742  
Overhead recoveries
    (490 )     (570 )     (1,802 )     (1,751 )
Capitalized
    (674 )     (1,106 )     (3,569 )     (3,594 )
General and administrative (cash)
  $ 2,212     $ 2,406     $ 9,445     $ 8,397  
Net stock-based compensation
    230       235       960       1,020  
General and administrative (net)
  $ 2,442     $ 2,641     $ 10,405     $ 9,417  
General and administrative (cash) ($/BOE)
  $ 3.03     $ 3.18     $ 3.36     $ 3.04  
% Capitalized
    20%       27%       24%       26%  
 
Capitalized general and administrative costs are limited to salaries and associated office rent of staff involved in capital activities.
 
Stock-Based Compensation.   The Company accounts for stock-based compensation plans using the fair value method of accounting.  Stock-based compensation expense was $1.5 million in 2011 ($1.0 million net of amounts capitalized) versus $1.6 million ($1.0 million net of amounts capitalized) in 2010.  Stock-based compensation costs were $0.3 million for the fourth quarter of 2011 ($0.2 million net of amounts capitalized) versus $0.4 million ($0.2 million net of amounts capitalized) in the fourth quarter of 2010.
 
Finance Expenses.   Finance expenses were $3.4 million for the fourth quarter of 2011, compared to $3.3 million in the third quarter of 2011 and $1.5 million in the fourth quarter of 2010.  Finance expenses were $11.9 million for the year ended December 31, 2011, compared to $5.0 million in the comparable period of 2010.  The increase in finance expenses from 2010 is the result of higher interest and accretion on the $96 million (principal) of convertible debentures issued on December 31, 2010 and June 8, 2011 at 7.5% and 7.25% respectively.  The average effective interest rate on outstanding bank loans was 5.3% for the year ended December 31, 2011 compared to 4.9% for the comparable period in 2010.
 
   
Three months ended December 31
   
Year ended December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Interest and accretion on convertible
   debentures
  $ 2,234     $ 13     $ 7,065     $ 13  
Interest expense on credit facilities and
   other
    853       1,085       3,247       3,339  
Accretion on decommissioning obligations
    335       423       1,630       1,654  
Finance expenses
  $ 3,422     $ 1,521     $ 11,942     $ 5,006  
 
Decommissioning obligations. In the fourth quarter of 2011, the Company recorded an increase in decommissioning obligations of $2.8 million.  The increase is the result of additional decommissioning obligations relating to current drilling and new infrastructure construction in the fourth quarter of 2011.  
 
 
 
ANDERSON ENERGY
6
 
 

 
 
Accretion expense was $0.3 million for the fourth quarter of 2011 compared to $0.4 million in the third quarter of 2011 and $0.4 million in the fourth quarter of 2010 and was included in finance expenses.
 
The risk-free discount rates used by the Company to measure the obligations at December 31, 2011 were between 0.9% and 3.1% depending on the timelines to reclamation and decreased from the start of the year as a result of changes in the Canadian bond market.
 
Income Taxes.   Anderson is not currently taxable and has the following estimated tax pool balances at December 31, 2011.  Non-capital losses are estimated assuming certain discretionary claims related to tax pools are made in the current year.  Tax pool classifications are estimates as some new wells have not yet had their status as exploratory or development confirmed.
 
Canadian Exploration Expenses (CEE)      $ 72   million 
Canadian Development Expenses (CDE)      184   million 
Undepreciated Capital Cost (UCC)      112   million 
C anadian Oil and Gas Property Expenses (COGPE)      5   million 
Non-Capital Losses      119   million 
Share issue costs     5   million 
Total    $ 497   million 
 
Funds from Operations.   Funds from operations increased by 49% to $54.5 million in 2011 compared to $36.5 million in 2010.  On a per share basis, funds from operations were $0.32 per share in 2011 compared to $0.21 per share in 2010.  For the three months ended December 31, 2011, funds from operations were $17.0 million or $0.10 per share, an increase of 34% over the previous quarter of $12.7 million or $0.07 per share, and an increase of 83% from the fourth quarter of 2010 of $9.3 million or $0.05 per share.  Funds from operations increased as the Company refocused its capital initiatives on oil prospects, which are brought on production at significantly higher expected operating margins.  In the fourth quarter of 2011, oil and NGLs accounted for $23.6 million or 72% of oil and gas sales compared to $17.9 million or 63% in the third quarter of 2011 and $11.5 million or 48% in the fourth quarter of 2010.
 
   
Three months ended December 31
   
Year ended December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Cash from operating activities
  $ 16,462     $ 10,488     $ 54,309     $ 40,332  
Changes in non-cash working capital
    389       (1,324 )     (94 )     (5,365 )
Decommisioning expenditures
    146       118       249       1,549  
Funds from operations
  16,997     $   9,282     $   54,464     $   36,516  
 
Earnings.   The Company reported a $32.2 million loss in the fourth quarter of 2011 compared to earnings of $7.5 million in the third quarter of 2011 and a loss of $36.5 million in the fourth quarter of 2010.  Earnings were lower in the fourth quarter of 2011 compared to the previous quarter as a result of higher depletion, impairments recognized on the Company’s Shallow Gas, Deep Gas and Non-core CGUs and unrealized losses on the Company’s derivative oil contracts recognized in the fourth quarter of 2011.  The Company reported a loss of $22.4 million in 2011 compared to a loss of $124.8 million in 2010.  As with funds from operations, earnings continue to be impacted by low natural gas prices.  The change in the Company’s focus to crude oil, with its currently higher operating margins, is expected to improve future earnings.
 
The Company’s funds from operations and earnings are highly sensitive to changes in factors that are beyond its control.  An estimate of the Company’s sensitivities to changes in commodity prices, exchange rates and interest rates is summarized below:
 
 
 
 
 
7
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
SENSITIVITIES
 
   
Funds from Operations
   
Earnings
 
   
Millions
   
Per Share
   
Millions
   
Per Share
 
$0.50/Mcf in price of natural gas
  $ 4.7     $ 0.03     $ 3.5     $ 0.02  
US $5.00/bbl in the WTI crude price
  $ 3.3     $ 0.02     $ 2.5     $ 0.01  
US $0.01 in the US/Cdn exchange rate
  $ 1.0     $ 0.01     $ 0.7     $ 0.00  
1% in short-term interest rate
  $ 0.6     $ 0.00     $ 0.4     $ 0.00  

This sensitivity analysis was calculated by applying different pricing, interest rate and exchange rate assumptions to the 2011 actual results related to production, prices, royalty rates, operating costs and capital spending.  As the contribution of oil production continues to increase as a percentage of total production, the impact of oil prices will be more significant and the impact of natural gas prices will be less significant to funds from operations and earnings than is shown in the table above.
 
 
CAPITAL EXPENDITURES
The Company spent $40.9 million in capital expenditures, net of dispositions and drilling incentive credits, in the fourth quarter of 2011 and $159.3 million for the year ended December 31, 2011.  The breakdown of expenditures is shown below:
 
   
Three months ended
December 31
   
Year ended
December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Land, geological and geophysical costs
  $ 642     $ 58     $ 4,609     $ 683  
Acquisitions
    66       298       66       1,736  
Proceeds on disposition
    (61 )     (68 )     (11,631 )     (2,467 )
Drilling, completion and recompletion
    32,196       19,336       127,456       72,873  
Drilling incentive credits
    -       162       (400 )     (3,455 )
Facilities and well equipment
    7,417       6,297       35,418       40,079  
Capitalized G&A
    674       1,106       3,569       3,594  
Total finding, development & acquisition
   expenditures
    40,934       27,189       159,087       113,043  
Change in compressor and other equipment
   inventory
    (24 )     (957 )     104       (1,601 )
Office equipment and furniture
    14       8       84       67  
Total net cash capital expenditures
  $ 40,924     $ 26,240     $ 159,275     $ 111,509  

Drilling statistics are shown below:
 
   
Three months ended December 31
   
Year ended December 31
 
   
2011
   
2010
   
2011
   
2010
 
   
Gross
   
Net
   
Gross
   
Net
   
Gross
   
Net
   
Gross
   
Net
 
Gas
    -       -       -       -       -       -       23       19.0  
Oil
    10       9.6       6       5.1       51       43.8       22       16.3  
Dry
    1       1.0       -       -       1       1.0       4       2.8  
Total
    11       10.6       6       5.1       52       44.8       49       38.1  
Success rate (%)
    91 %     91 %     100 %     100 %     98 %     98 %     92 %     93 %
 
For the year ended December 31, 2011, the Company drilled 51 gross (44.7 net capital) Cardium horizontal wells.  Of the total 52 gross wells drilled, the Company drilled 10 gross (9.6 net capital) successful Cardium
 
 
 
ANDERSON ENERGY
8
 
 

 
 
horizontal wells and one 100% dry hole in the fourth quarter of 2011.  The Company has not drilled any vertical Edmonton Sands shallow gas wells since the first quarter of 2010.  Approximately $7.4 million was spent on facilities and well equipment during the fourth quarter of 2011.  Actual capital expenditures net of dispositions in 2011 exceeded budget primarily due to the deferral of expected dispositions to 2012.  In addition, the Company participated in one gross (0.5 net capital) well more than budgeted, accelerated certain Cardium facility expenditures and experienced some cost overruns on wells drilled near year end.
 
During 2011 the Company sold non-core, heavy oil and other assets for proceeds of $11.6 million, which represented approximately 83 BOPD (89 BOED).  Subsequent to December 31, 2011, the Company sold or has entered into agreements to sell minor properties for $6.3 million in gross proceeds (subject to adjustments).
 
RESERVES
 
The Company’s reserves were evaluated by GLJ Petroleum Consultants (“GLJ”) in accordance with National Instrument 51-101 (“NI 51-101”) as of December 31, 2011, prepared in accordance with procedures and standards contained in the Canadian Oil and Gas Evaluation (“COGE”) Handbook.  The reserves definitions used in preparing the report are those contained in the COGE Handbook and the Canadian Securities Administrators National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”).  The tables in this section are an excerpt from what will be contained in the Company’s Annual Information Form for the year ended December 31, 2011 (“AIF”) as the Company’s NI 51-101 annual required filings.
 
At December 31, 2011, the Company’s proved developed producing (“PDP”), total proved (“TP”) and proved plus probable (“P&P”) reserves were 12.6 MMBOE, 20.9 MMBOE and 34.3 MMBOE respectively.
 
Oil and NGL reserves now represent 33% of the Company's PDP, 29% of TP and 31% of the P&P reserves as compared to 23%, 19% and 21% respectively at December 31, 2010.  The Company increased PDP, TP and P&P oil and NGL reserves by 53%, 57% and 63% in the past year.
 
SUMMARY OF GROSS OIL AND GAS RESERVES (1)
As at December 31, 2011

   
Oil (2)
(Mbbls)
   
Natural Gas (2)
(MMcf)
   
Natural Gas
Liquids (Mbbls)
   
Total BOE
(MBOE)
 
Proved developed producing
    2,576       50,783       1,534       12,573  
Proved developed non-producing
    41       6,532       22       1,151  
Proved undeveloped
    1,507       31,727       426       7,221  
Total proved
    4,124       89,042       1,982       20,945  
Probable
    3,320       52,347       1,335       13,379  
Total proved plus probable
    7,444       141,389       3,316       34,325  
(1)
Columns may not add due to rounding.
(2)
Coal Bed Methane is not material to report separately and is included in the Natural Gas category. Heavy Oil is not material to report separately and is included in the Oil category.

 
 
9
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
NET PRESENT VALUE BEFORE INCOME TAXES (1)
As at December 31, 2011
GLJ December 31, 2011 Price Forecast, Escalated Prices

(thousands of dollars)
    0%       5%       10%       15%       20%  
Proved developed producing
    308,576       247,604       207,906       180,236       159,918  
Proved developed non-producing
    13,942       10,000       7,366       5,541       4,240  
Proved undeveloped
    78,161       40,082       17,806       4,082       (4,713 )
Total proved
    400,679       297,687       233,078       189,858       159,445  
Probable
    346,038       195,982       122,234       81,541       56,965  
Total proved plus probable
    746,717       493,669       355,311       271,399       216,410  
(1)
Columns may not add due to rounding.
 
The estimated net present value of future net revenues presented in the table above does not necessarily represent the fair market value of the Company’s reserves.
 
SUMMARY OF PRICING AND INFLATION RATE ASSUMPTIONS
As at December 31, 2011
GLJ Forecast Prices and Costs
 
   
Oil
   
Natural Gas
   
Edmonton Liquids Prices
             
Year
 
WTI Cushing ($US/bbl)
   
Light, Sweet
Crude
Edmonton
($Cdn/bbl)
   
AECO Gas
Price ($Cdn/MMBTU)
   
Propane
($Cdn/bbl)
   
Butane
($Cdn/bbl)
   
Pentanes
 Plus
($Cdn/bbl)
   
Inflation
Rate %
   
Exchange
rate
(US$/Cdn)
 
2012
    97.00       97.96       3.49       58.78       76.41       107.76       2.0       0.98  
2013
    100.00       101.02       4.13       60.61       78.80       108.09       2.0       0.98  
2014
    100.00       101.02       4.59       60.61       78.80       105.06       2.0       0.98  
2015
    100.00       101.02       5.05       60.61       78.80       105.06       2.0       0.98  
2016
    100.00       101.02       5.51       60.61       78.80       105.06       2.0       0.98  
2017
    100.00       101.02       5.97       60.61       78.80       105.06       2.0       0.98  
2018
    101.35       102.40       6.21       61.44       79.87       106.49       2.0       0.98  
2019
    103.38       104.47       6.33       62.68       81.49       108.65       2.0       0.98  
2020
    105.45       106.58       6.46       63.95       83.13       110.84       2.0       0.98  
2021
    107.56       108.73       6.58       65.24       84.81       113.08       2.0       0.98  
Thereafter 2%
                                                 

Total future development costs included in the reserves evaluation were $149.8 million for total proved reserves and $264.9 million for proved plus probable reserves.  Further details related to future development costs, including assumptions regarding the timing of the expenditures, will be included in the Company’s AIF for the 2011 fiscal year.  Future development costs are associated with the reserves as disclosed in the GLJ report and do not necessarily represent the Company’s current exploration and development budget.
 
 
 
 
ANDERSON ENERGY
10
 
 

 

CONTINUITY OF GROSS RESERVES (1)
 
   
Natural Gas (Bcf)
   
Oil and Natural Gas Liquids (Mbbls)
 
   
Proved
   
Probable
   
Total
   
Proved
   
Probable
   
Total
 
Opening balance
December 31, 2010
    97.3       53.3       150.6       3,899       2,685       6,584  
Extensions and
     improved recovery
    9.3       9.0       18.2       3,150       2,336       5,485  
Technical revisions
    4.6       0.2       4.8       137       (226 )     (89 )
Economic factors
    (9.7 )     (9.8 )     (19.5 )     -       -       -  
Dispositions
    (0.8 )     (0.4 )     (1.2 )     (196 )     (140 )     (336 )
Production
    (11.5 )     -       (11.5 )     (884 )     -       (884 )
Closing balance
December 31, 2011 (2)
    89.0       52.3       141.4       6,106       4,655       10,760  
(1)
Columns and rows may not add due to rounding.
(2)
The closing balance for natural gas includes 2.7 Bcf of proved and 2.4 Bcf of probable Coal Bed Methane reserves. The closing balance for oil and natural gas liquids includes 35 Mbbls of proved and 36 Mbbls of probable Heavy Oil reserves.
 
The Company’s reserves life indices are 7.5 years total proved and 12.2 years proved plus probable, based on 2011 annual production.  With an average $0.97 per MMBTU reduction in GLJ’s natural gas price outlook in the years 2012 to 2020, the Company experienced a negative revision for economic factors of 1.6 MMBOE for total proved and 3.3 MMBOE for proved plus probable reserves.  The economic factors negative revision was almost entirely related to the Company’s undeveloped gas reserves in the Edmonton Sands and CBM properties.  Offsetting the economic factors were positive technical revisions of 0.9 MMBOE total proved and 0.7 MMBOE proved plus probable reserves.  The Company experienced positive proved developed producing technical revisions of 0.3 MMBOE in the Edmonton Sands, indicative of improved performance.  Reserves additions before revisions were 4.7 MMBOE total proved and 8.5 MMBOE proved plus probable, predominantly from Cardium oil horizontal drilling.  The Company replaced 310% of its production with new proved plus probable reserves additions in 2011.  The Company replaced 572% of its 2011 oil and NGL production with new P&P oil and NGL reserves.
 
FINDING, DEVELOPMENT AND ACQUISITION COSTS
Year Ended December 31, 2011
 
(in thousands of dollars)
 
Proved
   
Proved plus
Probable
 
Finding, development & acquisition expenditures
  $ 159,087     $ 159,087  
Change in future development costs
    12,797       25,015  
    $ 171,884     $ 184,102  
Adjustment to change in future development costs for natural gas
   economic factors
    23,400       44,405  
    $ 195,284     $ 228,507  
                 
Reserve additions (MBOE)
    4,692       8,526  
Dispositions (MBOE)
    (337 )     (537 )
Technical revisions (MBOE)
    901       714  
      5,256       8,703  
                 
2011 finding, development & acquisition costs – additions and
   technical revisions, including change in future development
   costs, excluding economic factors and the change in future
   development costs related to economic factors ($/BOE)
  $ 37.15     $ 26.26  
 
The Company experienced a significant revision for economic factors in 2011 which not only reduced
 
 
 
11
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
reserves but also reduced future development capital.  To measure FD&A costs excluding the impact of economic factors, the future development capital was also adjusted upwards to exclude the effect of removing these reserves.  FD&A costs including future development costs for additions and technical revisions, but excluding economic factors were $37.15 per BOE total proved and $26.26 per BOE for proved plus probable.  Economic factors are influenced by consultant price forecasts and changes in natural gas price forecasts may cause economic factors to be positive in future years.  Calculated on a similar basis, the Company’s FD&A costs in 2010 were $22.30 per BOE on a proved basis and $22.35 per BOE on a proved plus probable basis and FD&A costs in 2009 were $8.64 per BOE on a proved basis and $8.46 per BOE on a proved plus probable basis.  The three year average FD&A costs was $24.78 per BOE total proved and $20.32 per BOE total proved plus probable.  The aggregate of the exploration, development and acquisition costs incurred in the most recent financial year and the change during the year in estimated future development costs generally will not reflect total finding, development and acquisition costs related to reserves additions for that year.
 
SHARE INFORMATION
 
The Company’s shares have been listed on the Toronto Stock Exchange since September 7, 2005 under the symbol “AXL”.  As of March 16, 2012, there were 172.5 million common shares outstanding, 13.9 million stock options outstanding, $50.0 million principal amount of convertible debentures which are convertible into common shares at a conversion price of $1.55 per common share and $46.0 million principal amount of convertible debentures which are convertible into common shares at a conversion price of $1.70 per common share.  During 2011, 64,400 common shares (2010 – 84,900) were issued under the employee stock option plan.
 
SHARE PRICE ON TSX
 
   
2011
   
2010
 
High
  $ 1.36     $ 1.57  
Low
  $ 0.35     $ 0.95  
Close
  $ 0.54     $ 1.05  
Volume
    141,911,562       120,489,236  
Shares outstanding at December 31
    172,549,701       172,485,301  
Market capitalization at December 31
  $ 93,176,839     $ 181,109,566  

The statistics above include trading on the Toronto Stock Exchange only.  Shares also trade on alternative platforms like Alpha, Chi-X, Pure and Omega.  Approximately 99.7 million common shares traded on these alternative exchanges in 2011 (2010 – 65.0 million).  Including these exchanges, an average of 966,254 common shares traded per day in 2011 (2010 – 736,212), representing a turnover ratio of 140% (2010 – 109%).
 
In February 2010, the Company issued 21.9 million common shares at a price of $1.45 per share pursuant to a short form prospectus.
 
RELATED PARTY TRANSACTIONS
 
On June 8, 2011, the Company issued 1,575 Series B Convertible Debentures to management and directors at a price of $1,000 per convertible debenture for total gross proceeds of $1.6 million as part of a $46.0 million bought deal offering of convertible debentures.
 
On December 31, 2010, the Company issued 1,000 Series A Convertible Debentures to directors at a price of $1,000 per convertible debenture for total gross proceeds of $1.0 million as part of a $50.0 million bought deal offering of convertible debentures.
 
In February 2010, the Company issued 352,466 common shares to directors at a price of $1.45 per share for total gross proceeds of $0.5 million as part of a $31.8 million bought deal offering of common shares.
 
 
 
ANDERSON ENERGY
12
 
 

 
 
 
ELIMINATION OF DEFICIT
 
On May 16, 2011, the Company’s shareholders approved an ordinary resolution to eliminate the Company’s accumulated deficit at January 1, 2011 against share capital without reduction to stated capital or paid up capital.  The Company's accumulated deficit at January 1, 2011 was largely the result of the implementation of IFRS combined with the significant reduction in natural gas prices in recent years which reduced profitability and resulted in write downs of historical costs.  The Company believes that the elimination of the consolidated accounting deficit, in connection with the implementation of IFRS, is beneficial on a go-forward basis.  The accounting adjustment should allow shareholders to better evaluate the Company’s performance under IFRS reporting as well as measure the success of the Company’s response to detrimental changes in the natural gas business by transitioning to a more oil-weighted company.
 
LIQUIDITY AND CAPITAL RESOURCES
 
At December 31, 2011, the Company had outstanding bank loans of $88.7 million, convertible debentures of $96.0 million (principal) and a cash working capital deficiency (excludes unrealized gain on derivative contracts) of $44.0 million.  The working capital deficiency is largely due to accruals associated with the capital program in the last quarter of the year and will be funded through the available credit facilities, future operating cash flows and minor property sales.  The following table shows the changes in bank loans plus cash working capital deficiency:
 
   
Three months ended
December 31
   
Year ended
December 31
 
(thousands of dollars)
 
2011
   
2010
   
2011
   
2010
 
Bank loans plus cash working capital deficiency,
      beginning of period
  $ (108,583 )   $ (102,198 )   $ (71,507 )   $ (72,524 )
Funds from operations
    16,997       9,282       54,464       36,516  
Net cash capital expenditures
    (40,924 )     (26,240 )     (159,275 )     (111,509 )
Proceeds from issue of convertible debentures,
      net of issue costs
    -       47,700       43,860       47,700  
Proceeds from issue of share capital,
      net of issue costs
    -       -       -       29,792  
Proceeds from exercise of stock options
    -       67       51       67  
Decommissioning expenditures
    (146 )     (118 )     (249 )     (1,549 )
Bank loans plus cash working capital deficiency,
      end of period
  $ (132,656 )   $ (71,507 )   $ (132,656 )   $ (71,507 )
 
The Company is committed to drill 74 gross (53.5 net capital) Edmonton Sands gas wells under its farm-in agreement by March 31, 2013.  The Company does not plan to drill any additional Edmonton Sands gas wells until the first quarter of 2013.
 
The Company’s need for capital will be both short-term and long-term in nature.  Short-term capital is required to finance accounts receivable and other similar short-term assets while the acquisition and development of oil and natural gas properties requires larger amounts of long-term capital.  At December 31, 2011, the Company had total credit facilities of $135 million, consisting of a $110 million extendible revolving term credit facility, a $10 million working capital credit facility and a $15 million supplemental credit facility with a syndicate of Canadian banks.  The Company had $46.2 million of credit available at December 31, 2011.  On June 8, 2011, the Company completed a convertible subordinated debenture financing for proceeds, net of commission and expenses, of $43.9 million.  The net proceeds were initially used to pay down bank debt.  The availability created in the credit facilities, along with cash flows, was used to finance the Company’s capital programs.  Anderson will prudently use its bank loan facilities to
 
 
 
13
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
finance its operations as required.  Capital spending for the first half of 2012 is expected to be approximately $12.0 million net of proceeds on dispositions of approximately $6.3 million and will be funded by cash flow from operations.  Remaining cash flow will be used to pay down bank debt.  The available lending limits under the bank facilities are reviewed twice a year and are based on the bank syndicate’s interpretation of the Company’s reserves and future commodity prices.  The last review was conducted in November 2011.  There can be no assurance that the amount of the available bank lines will not be adjusted at the next scheduled review to be completed prior to July 11, 2012.  The Company plans to fund its 2012 capital program from a combination of cash flow, existing credit facilities and asset dispositions.  Oil and natural gas prices will impact the level of capital spending in 2012.
 
OFF BALANCE SHEET ARRANGEMENTS
 
The Company had no guarantees or off-balance sheet arrangements other than as described below under “Contractual Obligations.”
 
CONTRACTUAL OBLIGATIONS
 
The Company enters into various contractual obligations in the course of conducting its operations.  At December 31, 2011, these obligations include:
 
Loan agreements – The reserves-based extendible, revolving term credit facility and working capital credit facility have a revolving period ending on July 11, 2012, extendible at the option of the lenders.  If not extended, the facilities cease to revolve and all outstanding advances thereunder become repayable one year from the term date of July 11, 2012.  The supplemental facility is available on a revolving basis and expires on July 11, 2012 with any amounts outstanding due in full at that time.  No amounts were drawn under the supplemental facility at December 31, 2011.
Letters of credit   – Letters of credit of approximately $0.1 million had been issued in the normal course of business as at December 31, 2011 (December 31, 2010 – $0.1 million).
Convertible debentures – The Company has $96.0 million (principal) in convertible debentures outstanding at December 31, 2011, of which $50.0 million bears interest at 7.5% (“Series A Convertible Debentures”) and $46.0 million bears interest at 7.25% (“Series B Convertible Debentures”).  Each convertible debenture has a face value of $1,000 with interest payable semi-annually.  The Series A Convertible Debentures mature on January 31, 2016 with interest payable on the last day of July and January, commencing July 31, 2011.  These convertible debentures are convertible at the holder’s option at a conversion price of $1.55 per common share, subject to adjustment in certain events and are not redeemable by the Company before January 31, 2014.  The Series B Convertible Debentures mature on June 30, 2017 with interest payable on the last day of June and December, commencing December 31, 2011.  These convertible debentures are convertible at the holder’s option at a conversion price of $1.70 per common share, subject to adjustment in certain events and are not redeemable by the Company before June 30, 2014.
Firm service transportation commitments – The Company has entered into firm service transportation agreements for approximately 19 million cubic feet per day of gas sales for various terms expiring between 2012 and 2020.
Cardium Horizontal Well Program (Oil) – The Company has farm-in obligations to drill six gross (4.5 net capital) horizontal wells in the Cardium geological formation prior to dates ranging from August 1, 2012 to September 30, 2012.  One agreement has a $100,000 non-performance fee clause should the Company fail to drill the well.  Another agreement pertains to two wells; there is a $100,000 non-performance fee should the Company fail to drill both wells, and if only one well is drilled, the Company would also forfeit fifty per cent of the interest in the first well drilled under the agreement.
Edmonton Sands Well Program (Natural Gas) – In 2009, the Company committed to a 200 well drilling and completion program in the Edmonton Sands geological formation (the “Program”) under a farm-in agreement with a large international oil and gas company (the “Farmor”) from which the
 
 
 
 
ANDERSON ENERGY
14
 
 

 
 
Company will earn an interest in up to 120 sections of land.  The Company is obligated to complete the Program or before March 31, 2013 and has an option to continue the farm-in transaction until March 1, 2014 by committing to drill a minimum of 100 additional wells under similar terms as in the commitment phase to earn a minimum of 50 sections of land.  Following the commitment and/or option phases, the Company and the Farmor can then jointly develop the lands on denser drilling spacing under terms of an operating agreement.  As of December 31, 2011, the Company had drilled 126 wells under the farm-in agreement and deferred the drilling of the remaining 74 gross (53.5 net capital) wells until 2013 due to depressed natural gas prices.  A $550,000 penalty is payable for each well not drilled under the commitment as of March 31, 2013, subject to certain reductions due to unavoidable events beyond the Company’s control and rights of first refusal.  The Company estimates that its minimum commitment to drill the remaining 74 wells is approximately $10 million.
 
As at December 31, 2011 the Company had the following minimum contractual obligations including long-term debt:
 
Contractual obligations
 
Payments due by year
(in thousands of dollars)
 
 
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
 
Accounts payable (3)
  $ 60,573     $       $       $       $       $    
Bank loans (1)
    -       88,682       -       -       -       -  
Convertible debentures (2)(3)
    5,523       7,085       7,085       7,085       55,210       47,667  
Non-cancellable operating leases
    1,952       332       135       -       -       -  
Crude oil transportation contract
    257       257       257       257       257       1,291  
Gas gathering contract
    244       244       244       244       244       467  
Other capital commitments
    505       -       -       -       -       -  
Farm-in commitments
    200       10,000       -       -       -       -  
Firm service
    1,255       871       679       608       95       299  
Total
  $ 70,509     $ 107,471     $ 8,400     $ 8,194     $ 55,806     $ 49,724  
(1)   
Assumes the credit facilities are not renewed on July 11, 2012.
(2)  
Includes the associated interest payments.
(3)  
Accounts payable and accruals includes $3.4 million of interest relating to convertible debentures.  The total cash interest payable in 2012 on the convertible debentures is $9.0 million.
 
These obligations are described further in note 21 to the consolidated financial statements for the years ended December 31, 2011 and 2010.
 
CRITICAL ACCOUNTING ESTIMATES
 
The Company’s significant accounting policies are disclosed in note 3 to the consolidated financial statements.  Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  These accounting policies are discussed below and are included to aid the reader in assessing the critical accounting policies and practices of the Company and the likelihood of materially different results than reported.  The Company’s management reviews its estimates regularly.  The emergence of new information and changed circumstances may result in actual results that differ materially from current estimates.
 
Oil and Gas Reserves.   Proved and probable reserves, as defined by the Canadian Securities Administrators in NI 51-101 with reference to the Canadian Oil and Gas Evaluation Handbook, are estimated using independent reserves evaluator reports and represent the estimated quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible.  There should be a 50 percent statistical probability that the actual
 
 
 
15
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
quantity of recoverable reserves will be more than the amount estimated as proved and probable and a 50 percent statistical probability that it will be less.  The equivalent statistical probabilities for the proved component of proved and probable reserves are 90 percent and 10 percent, respectively.  Determination of reserves is a complex process involving judgments, estimates and decisions based on available geological, engineering, production and any other relevant data.  These estimates are subject to material change as economic conditions change and ongoing production and development activities provide new information.
 
Purchase price allocations, depletion and depreciation and amounts used in impairment calculations are based on estimates of oil and gas reserves.  Reserves estimates are based on engineering data, estimated future prices, expected future rates of production and timing of future capital expenditures.  By their nature, these estimates are subject to measurement uncertainties and interpretations and the impact on the financial statements could be material.  The Company expects that over time, its reserves estimates will be revised upward or downward based on updated information such as the results of future drilling, testing and production levels and may be affected by changes in commodity prices.
 
Decommissioning Obligations.   The Company is required to set up a provision for future removal and site restoration costs.  The Company must estimate these costs in accordance with existing laws, contracts or other policies.  These estimated costs are charged to property, plant and equipment and the appropriate liability account over the expected service life of the asset.  The estimate of future removal and site restoration costs involves a number of estimates related to timing of abandonment, determination of the economic life of the asset, costs associated with abandonment and site restoration, discount rates and review of potential abandonment methods.
 
Income Taxes.   The determination of the Company’s income and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions.  All tax filings are subject to audit and potential reassessment after the lapse of considerable time.  Accordingly, the actual income tax liability may differ from that estimated and recorded by management.  The Company estimates its future income tax rate in calculating its future income tax liability.  Various assumptions are made in assessing when temporary differences will reverse and this will impact the rate used.
 
Stock-Based Compensation.   In order to recognize stock-based compensation costs, the Company estimates the fair value of stock options granted using assumptions related to interest rates, expected life of the option, forfeitures, volatility of the underlying security and expected dividend yields.  These assumptions may vary over time.
 
ADOPTION OF IFRS
 
International Financial Reporting Standards .  The Company adopted IFRS effective January 1, 2011. As a result, the Company's financial results for the year ended December 31, 2011 and comparative periods are reported under IFRS while selected historical data before 2010 continues to be reported under CGAAP.  Refer to note 23 of the consolidated financial statements for the years ended December 31, 2011 and 2010 for complete disclosure of the Company’s assessment of the impacts of the transition to IFRS.
 
Summary of impact to the Company’s business and cash flows under IFRS.   The reconciling items discussed below between CGAAP and IFRS policies have had no material impact on the Company’s strategic decisions, business practices or prospects, operations, key agreements including debt agreements and covenants, or cash flow from operations before changes in non-cash working capital.    However, there has been a significant impact on individual components of the consolidated statement of financial position (formerly known as the “balance sheet”), shareholders’ equity, and on earnings (loss), as well as substantially changing the form and content of certain disclosures.
 
The Company restated its statement of financial position using IFRS and reconciled the significant changes from the amounts previously reported under CGAAP.
 
 
 
ANDERSON ENERGY
16
 
 

 
 
The following provides summary reconciliations of Anderson’s January 1, 2010 CGAAP to IFRS transitional statement of financial position and December 31, 2010 statement of financial position as well as an earnings reconciliation for the year ended December 31, 2010 and a discussion of the significant IFRS accounting policy changes:
 
Summarized statement of financial position at January 1, 2010:
 
(in thousands of dollars)
 
CGAAP
   
Effect of
Transition to IFRS
   
IFRS
 
ASSETS
                 
Current assets
  $ 26,769     $ -     $ 26,769  
Property, plant and equipment (notes a and b)
    470,400       (67,193 )     403,207  
    $ 497,169     $ (67,193 )   $ 429,976  
                         
LIABILITIES AND EQUITY
                       
Current liabilities
  $ 36,889     $ -     $ 36,889  
Bank loans
    62,404       -       62,404  
Decommissioning obligations (note d)
    33,879       13,778       47,657  
Deferred tax liability   (note h)
    31,278       (20,358 )     10,920  
Share capital (notes f and h)
    391,637       4,887       396,524  
Contributed surplus (note e)
    6,104       234       6,338  
Deficit (note i)
    (65,022 )     (65,734 )     (130,756 )
    $ 497,169     $ (67,193 )   $ 429,976  
 
Summarized statement of financial position at December 31, 2010:
 
(in thousands of dollars)
 
CGAAP
   
Effect of
Transition to IFRS
   
IFRS
 
ASSETS
                 
Current assets
  $ 28,582     $ (508 )   $ 28,074  
Property, plant and equipment (notes a and b)
    506,533       (185,860 )     320,673  
    $ 535,115     $ (186,368 )   $ 348,747  
                         
LIABILITIES AND EQUITY
                       
Current liabilities
  $ 48,780     $ -     $ 48,780  
Bank loans
    52,719       -       52,719  
Convertible debentures
    43,460       -       43,460  
Decommissioning obligations (note d)
    36,320       15,230       51,550  
Deferred tax liability   (note h)
    20,045       (49,702 )     (29,657 )
Share capital (notes f and h)
    422,038       4,887       426,925  
Equity component of convertible debentures
   (note g)
    4,242       (1,650 )     2,592  
Contributed surplus (note e)
    8,164       (243 )     7,921  
Deficit (note i)
    (100,653 )     (154,890 )     (255,543 )
    $ 535,115     $ (186,368 )   $ 348,747  
 
 
 
17
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 

Summarized net earnings reconciliations for 2010:
 
(in thousands of dollars)
 
YTD 2010
      Q4 2010       Q3 2010       Q2 2010       Q1 2010  
                                       
Loss under CGAAP
  $ (35,631 )   $ (11,741 )   $ (9,046 )   $ (8,891 )   $ (5,953 )
                                         
Increase (decrease) in earnings under IFRS:
                                       
General and administrative (note c)
    (664 )     (233 )     (150 )     (81 )     (200 )
Stock-based payments (note e)
    155       (1 )     102       23       31  
Depletion and depreciation (note c)
    33,071       9,028       8,306       8,392       7,345  
Accretion on decommissioning
   obligations (note d)
    888       230       228       219       211  
Gain on sale of property, plant and
   equipment (note c)
    389       69       (388 )     35       673  
Impairment of property, plant and
   equipment (note b)
    (153,165 )     (42,196 )     (48,317 )     (3,112 )     (59,540 )
Deferred tax (note h)
    30,170       8,299       10,236       (1,354 )     12,989  
Impact of IFRS
    (89,156 )     (24,804 )     (29,983 )     4,122       (38,491 )
Loss under IFRS
  $ (124,787 )   $ (36,545 )   $ (39,029 )   $ (4,769 )   $ (44,444 )
 
Notes to reconciliations:
 
(a)
IFRS 1 Exemptions :
 
Deemed Cost. The Company applied the IFRS 1 exemption whereby the value of its opening plant, property and equipment at January 1, 2010 was deemed to be equal to the net book value as determined under Canadian GAAP and the corresponding CGUs were tested for impairment.  The Company chose to allocate its costs to its CGUs based on proved plus probable reserves volumes.
 
Business Combinations.   The Company applied the IFRS 1 exemption and did not retrospectively revalue business combinations that occurred before January 1, 2010 in accordance with IFRS 3, Business Combinations.  Accordingly, there were no adjustments made to the Company’s January 1, 2010 financial statements as a result of this exemption.
 
Borrowing Costs.   The Company applied the IFRS 1 exemption which allowed first-time adopters to use the transitional provisions set out in IAS 23, Borrowing Costs and set the effective date of the standard as January 1, 2010, which is the date of the Company’s transition to IFRS.  Accordingly, there were no adjustments made to the Company’s January 1, 2010 financial statements as a result of this exemption.
 
Refer to notes (d) and (e) below for further discussion on IFRS 1 exemptions taken for decommissioning obligations and share-based payments.
 
(b)    IAS 36 Adjustments – Impairment of Assets.   Under Canadian GAAP, impairment of non-financial assets is assessed on the basis of an asset’s estimated undiscounted future cash flows compared with the asset’s carrying amount and if impairment is indicated, discounted cash flows are prepared to quantify the amount of the impairment. Under IFRS, impairment is assessed based on the recoverable amount (greater of value in use or fair value less costs to sell) compared with the asset’s carrying amount to measure the amount of the impairment.  In addition, under IFRS, where a non-financial asset does not generate largely independent cash inflows, the Company is required to perform its test at a cash generating unit level, which is the smallest identifiable grouping of assets that generates largely independent cash inflows. Canadian GAAP impairment was based on undiscounted cash flows using asset groupings with both independent cash inflows and cash outflows.
 
As a result of applying the deemed cost exemption at January 1, 2010, the Company recorded an impairment of $67.2 million with a corresponding reduction in property, plant and equipment.  For the year
 
 
 
ANDERSON ENERGY
18
 
 

 
 
ended December 31, 2010, the Company recognized additional impairments of $153.2 million respectively with a corresponding reduction in property, plant and equipment as a result of declines in the forward natural gas price curves.
 
(c)
IAS 16 Adjustments – Property, Plant and Equipment.
 
Depletion and depreciation.   Upon transition to IFRS, the Company adopted a policy of depleting and depreciating oil and natural gas interests on a unit of production basis over proved plus probable reserves.  The depletion and depreciation policy under Canadian GAAP was based on unit of production over proved reserves.  Depletion and depreciation was calculated on the Canadian full cost pool under Canadian GAAP.  IFRS requires depletion and depreciation to be calculated based on individual components.
 
At January 1, 2010, there were no amounts recorded as a result of the policy differences as discussed above.  For the year ended December 31, 2010, the use of proved plus probable reserves in conjunction with lower net book values due to impairments in the Company’s Shallow Gas, Deep Gas and Non-core CGUs resulted in a decrease to depletion and depreciation of $33.1 million with a corresponding increase to property, plant and equipment.
 
Other adjustments.   IFRS requires that gains or losses be reported on the disposition of property, plant and equipment.  Under Canadian GAAP, gains or losses on disposition of property, plant and equipment were only reported when the disposition resulted in more than a 20 percent change in the depletion rate.  As a result of this requirement, the Company reported a gain of $0.4 million during the year ended December 31, 2010 with an increase in property, plant and equipment where the proceeds were originally recorded under Canadian GAAP and a net increase to decommissioning obligations that were assumed as part of an asset exchange of $0.2 million.
 
IFRS also requires that the capitalization of general and administrative costs be limited to directly attributable costs.  Under Canadian GAAP, a reasonable allocation of general and administrative costs to property, plant and equipment was acceptable.  As a result of the change in the capitalization criteria, the Company increased its general and administrative expense by $0.7 million during the year ended December 31, 2010 with a corresponding decrease in property, plant and equipment.
 
Under Canadian GAAP, a deferred tax adjustment was recorded related to stock-based compensation costs capitalized.  No such adjustment is made under IFRS.  As a result of this change, property, plant and equipment was reduced by $0.3 million at December 31, 2010 with a corresponding decrease to the deferred tax liability.
 
(d)    IAS 37 Adjustments – Provisions, Contingent Liabilities and Contingent Assets.   Consistent with IFRS, decommissioning obligations (asset retirement obligations under Canadian GAAP) were measured under Canadian GAAP based on the estimated cost of decommissioning, discounted to their net present value upon initial recognition.  Under Canadian GAAP, asset retirement obligations were discounted at a credit adjusted risk fee rate of eight to 10 percent.  Under IFRS, decommissioning obligations are discounted at a risk free rate of one to four percent depending upon the estimated timelines to reclamation.  Under IFRS, decommissioning obligations are also required to be re-measured at each reporting period to incorporate changes in future cash flow estimates, timelines to reclamation as well as discount rates used in present valuing the obligations.
 
The IFRS 1 exemption was utilized for asset retirement obligations associated with oil and gas properties and the Company re-measured asset retirement obligations as at January 1, 2010 under IAS 37 with a corresponding adjustment to opening retained earnings. Upon transition to IFRS, this resulted in a $13.8 million increase in the decommissioning obligations with a corresponding decrease in retained earnings.
 
At December 31, 2010, the Company increased its decommissioning obligations by $15.1 million from Canadian GAAP.  The Company also increased the value of its plant, property and equipment for December 31, 2010 by $2.2 million for new obligations incurred during 2010.
 
For the year ended December 31, 2011, accretion expense decreased by $0.9 million under IFRS compared to Canadian GAAP as a result of higher initial decommissioning obligations being recognized
 
 
 
19
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
under IFRS and lower discount rates being used.  Under IFRS, accretion on decommissioning obligations is included in finance expenses as opposed to Canadian GAAP where these amounts were included in depletion, depreciation and accretion.
 
(e)    IFRS 2 Adjustments – Share-based Payments .   Under Canadian GAAP, the Company recognized stock-based compensation expense on a straight-line basis through the date of full vesting and incorporated a forfeiture rate, which was optional under Canadian GAAP.  Under IFRS, the Company is required to recognize the expense over the individual vesting periods for the graded vesting awards and estimating a forfeiture rate is no longer optional.
 
The Company applied the IFRS 1 exemption for equity instruments which vested before the transition date and did not retroactively restate them.  All unvested options at transition date were retroactively restated in accordance with IFRS 2 with the adjustment going through opening retained earnings.  As a result, the Company recorded an additional $0.2 million in contributed surplus at January 1, 2010 for unvested options with the offset going to opening retained earnings.
 
For the year ended December 31, 2010, the Company reduced contributed surplus by $0.5 million and reduced the amount of stock-based compensation capitalized by $0.3 million for a net reduction in stock-based compensation expense of $0.2 million.  Under Canadian GAAP, stock-based compensation expense was disclosed separately on the consolidated statement of operations and comprehensive loss.  Under IFRS, stock-based compensation expense is included in general and administrative expenses.
 
(f)     Flow Through Shares .   Under Canadian GAAP, the Company recorded the deferred tax impact on renouncement of flow through shares against share capital.  Under IFRS, the Company is required to record a premium liability when the flow through shares are issued, which is relieved upon renouncement, with the difference going to deferred tax expense.  As a result of this change in the treatment of deferred taxes, at January 1, 2010, the Company recorded an additional $5.3 million to share capital with a corresponding reduction in retained earnings for flow through shares that had been previously issued and fully renounced at transition.
 
(g)    Convertible Debentures.   Under Canadian GAAP, the Company did not record a deferred tax difference on its convertible debentures.  Under IFRS, the Company is required to record the deferred tax difference between the fair value of the liability component of the convertible debentures and the tax value of the convertible debentures with the difference being booked against the equity component of convertible debentures.  As a result, the Company recorded $1.7 million in deferred tax against the equity component of convertible debentures at December 31, 2010.
 
(h)    IAS 12 Adjustments – Income Taxes.   The aforementioned changes increased (decreased) the net deferred tax liability as follows based on a tax rate of 25 percent:
 
   
December 31, 2010
   
January 1, 2010
 
Impairment of plant, property and equipment (note b)
  $ (55,407 )   $ (16,914 )
Depletion and depreciation (note c)
    8,268       -  
Decommissioning obligation (note d)
    (3,222 )     (3,444 )
Convertible debentures (note g)
    1,650       -  
Other adjustments (note c)
    (483 )     -  
Decrease in deferred tax liability
  $ (49,194 )   $ (20,358 )
 
IFRS requires that adjustments to the future tax rates used to calculate deferred taxes be traced and recorded against the original source of the timing difference as opposed to through earnings as was done under Canadian GAAP.  As a result of this change at January 1, 2010, the Company reclassified $0.5 million in deferred taxes previously recorded in income against share issue costs.
 
Under Canadian GAAP, the Company was required to disclose future income taxes in the same current or long-term classification from which the timing differences arose.  As such at December 31, 2010, the Company reported $0.5 million as a current asset related to timing differences that would reverse in one
 
 
 
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year.  There is no such requirement under IFRS, therefore the Company removed the separate disclosure of current deferred taxes.
 
The effect on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2010 was to decrease the previously reported tax charge by $30.2 million.
 
(i)     Retained Earnings Adjustments.   The aforementioned changes increased (decreased) retained earnings as follows on an after-tax basis:
 
   
December 31, 2010
   
January 1, 2010
 
Impairment of plant, property and equipment (note b)
  $ (164,951 )   $ (50,279 )
Decommissioning obligations (note d)
    (9,668 )     (10,334 )
Flow through shares (note f)
    (5,336 )     (5,336 )
Depletion and depreciation (note c)
    24,803       -  
General and administrative expenses (note c)
    (497 )     -  
Gain on sale of plant, property and equipment (note c)
    389       -  
Deferred taxes on share issue costs (note h)
    449       449  
Stock-based compensation (note e)
    (79 )     (234 )
Decrease in retained earnings
  $ (154,890 )   $ (65,734 )
 
(j)     Adjustments to the Company’s Statements of Cash Flows under IFRS.   The reconciling items discussed above between Canadian GAAP and IFRS policies have no material impact on the cash flows generated by the Company.  As a result of the change in capitalized general and administrative expenses, there was a reduction of $0.7 million to operating cash flows, with and equal and opposite effect on investing cash flows for the year ended December 31, 2010.
 
NEW AND PENDING ACCOUNTING STANDARDS
 
The IASB has issued the following new standards and amendments, all of which are effective for annual periods beginning on or after January 1, 2013.  Although early adoption is permitted, the Company has not done so as of December 31, 2011.
 
IFRS 9 – Financial Instruments.   In November 2009, the IASB published IFRS 9 “Financial Instruments" which covers the classification and measurement of financial assets as part of its project to replace IAS 39 “Financial Instruments: Recognition and Measurement.” IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.  The approach in IFRS 9 is based on how an entity managed its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets.  The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.
 
In October 2010, additional requirements for classifying and measuring financial liabilities were added to IFRS 9. Under this guidance, entities have the option to recognize financial liabilities at fair value through profit or loss. If this option is elected, entities would be required to reverse the portion of the fair value change due to own credit risk out of profit or loss and recognize the change in other comprehensive income.
 
On August 4, 2011, the IASB issued an exposure draft proposing to change the mandatory effective date of IFRS 9 to annual periods beginning on or after January 1, 2015 from the original effective date of January 1, 2013. Early adoption is permitted and the standard is required to be applied retrospectively. The comment period for this exposure draft closed on October 21, 2011.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
 
 
21
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
Reporting Entity .  In May 2011, the IASB issued IFRS 10 Consolidated Financial Statement, IFRS 11 Joint Arrangements, IFRS 12 Disclosures of Interests in Other Entities, and amendments to IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures.
 
IFRS 10 creates a single consolidation model by revising the definition of control in order to apply the same control criteria to all types of entities, including joint arrangements, associates and special purpose vehicles. IFRS 11 establishes a principle-based approach to the accounting for joint arrangements by focusing on the rights and obligations of the arrangement and limits the application of proportionate consolidation accounting to arrangements that meet the definition of a joint operation. IFRS 12 is a comprehensive disclosure standard for all forms of interests in other entities, including joint arrangements, associates and special purpose vehicles.
 
Retrospective application of these standards with relief for certain transactions is effective for fiscal years beginning on or after January 1, 2013, with earlier application permitted if all five standards are collectively adopted.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
IAS 12 – Income Taxes.   IAS 12 “Income Taxes” was amended on December 20, 2010 to remove subjectivity in determining on which basis an entity measures the deferred tax relating to an asset.  The amendment introduces a presumption that an entity will assess whether the carrying value of an asset will be recovered through the sale of the asset.  The amendment to IAS 12 is effective for reporting periods beginning on or after January 1, 2012.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
IFRS 13 – Fair Value Measurement .  In May 2011, the IASB issued IFRS 13 Fair Value Measurement, which establishes a single source of guidance for all fair value measurements; clarifies the definition of fair value; and enhances the disclosures on fair value measurement. Prospective application of this standard is effective for fiscal years beginning on or after January 1, 2013, with early application permitted.  The implementation of the issued standard is not expected to have a significant impact on the Company’s financial position or results.
 
CONTROLS AND PROCEDURES
 
The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) have designed, or caused to be designed under their supervision, disclosure controls and procedures (“DC&P" ) and internal controls over financial reporting (“ICOFR”) as defined in National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS.
 
The DC&P have been designed to provide reasonable assurance that material information relating to the Company is made known to the CEO and CFO by others and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. The Company’s CEO and CFO have concluded, based on their evaluation at the financial year end of the Company, that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that material information related to the issuer is made known to them by others within the Company.
 
The ICOFR have been designed to provide reasonable assurance that all assets are safeguarded, transactions are appropriately authorized and to facilitate the preparation of relevant, reliable and timely information. The CEO and CFO have evaluated and tested the design and operating effectiveness of Anderson’s ICOFR as of December 31, 2011 and have concluded that, these internal controls are designed properly and are effective in the preparation of financial statements for external purposes in
 
 
 
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accordance with IFRS.  The CEO and CFO are required to cause the Company to disclose any change in the Company’s ICOFR that occurred during the period beginning on October 1, 2011 and ending on December 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s ICOFR. No changes in ICOFR were identified during such period that have materially affected or are reasonably likely to materially affect the Company’s ICOFR. There were no changes to ICOFR as a result of the transition to IFRS.
 
It should be noted a control system, including the Company’s DC&P and ICOFR, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objective of the control system will be met and it should not be expected that DC&P and ICOFR will prevent all errors or fraud.
 
BUSINESS RISKS
 
Oil and gas exploration and production is capital intensive and involves a number of business risks including, without limitation, the uncertainty of finding new reserves, the instability of commodity prices, weather and various operational risks.  Commodity prices are influenced by local and worldwide supply and demand, OPEC actions, ongoing global economic concerns, the U.S. dollar exchange rate, transportation costs, political stability and seasonal and weather related changes to demand.  The price of natural gas has weakened due to increasing U.S. gas production driven primarily by the U.S. shale gas plays.  The large amount of gas in storage combined with strong U.S. gas production and financial market fears has continued to suppress the price of natural gas.  Oil prices continue to remain volatile as they are a geopolitical commodity, affected by concerns about economic markets in the U.S. and Europe and continued instability in oil producing countries. Differentials between WTI oil prices and prices received in Alberta have widened and also remain volatile. The industry is subject to extensive governmental regulation with respect to the environment.  Operational risks include well performance, uncertainties inherent in estimating reserves, timing of/ability to obtain drilling licences and other regulatory approvals, ability to obtain equipment, expiration of licences and leases, competition from other producers, sufficiency of insurance, ability to manage growth, reliance on key personnel, third party credit risk and appropriateness of accounting estimates.  These risks are described in more detail in the Company’s most recent Annual Information Form filed with Canadian securities regulatory authorities on SEDAR.
 
The Company anticipates making substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future. As the Company's revenues may decline as a result of decreased commodity pricing, it may be required to reduce capital expenditures. In addition, uncertain levels of near term industry activity coupled with the present global economic concerns exposes the Company to additional access to capital risk. There can be no assurance that debt or equity financing, or funds generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. The inability of the Company to access sufficient capital for its operations could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
 
Anderson manages these risks by employing competent professional staff, following sound operating practices and using capital prudently.  The Company generates its exploration prospects internally and performs extensive geological, geophysical, engineering, and environmental analysis before committing to the drilling of new prospects.  Anderson seeks out and employs new technologies where possible. With the Company’s extensive drilling inventory and advance planning, the Company believes it can manage the slower pace of regulatory approvals and the requirements for extensive landowner consultation.
 
The Company has a formal emergency response plan which details the procedures employees and contractors will follow in the event of an operational emergency.  The emergency response plan is designed to respond to emergencies in an organized and timely manner so that the safety of employees, contractors, residents in the vicinity of field operations, the general public and the environment are protected.  A corporate safety program covers hazard identification and control on the jobsite, establishes
 
 
 
23
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
Company policies, rules and work procedures and outlines training requirements for employees and contract personnel.
 
The Company currently deals with a small number of buyers and sales contracts, and endeavors to ensure that those buyers are an appropriate credit risk.  The Company continuously evaluates the merits of entering into fixed price or financial hedge contracts for price management.
 
The oil and natural gas business is subject to regulation and intervention by governments in such matters as the awarding of exploration and production interests, the imposition of specific drilling obligations, environmental protection controls, control over the development and abandonment of fields (including restrictions on production) and possibly expropriation or cancellation of contract rights.  As well, governments may regulate or intervene with respect to prices, taxes, royalties and the exportation of oil and natural gas.  Such regulation may be changed from time to time in response to economic or political conditions.  The implementation of new regulations or the modification of existing regulations affecting the oil and natural gas industry could reduce demand for oil and natural gas, increase the Company’s costs or affect its future opportunities.
 
The oil and natural gas industry is currently subject to environmental regulations pursuant to a variety of provincial and federal legislation.  Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and gas industry operations.  Such legislation may also impose restrictions and prohibitions on water use or processing in connection with certain oil and gas operations.  In addition, such legislation requires that well and facility sites be abandoned and reclaimed to the satisfaction of provincial authorities.  Compliance with such legislation can require significant expenditures and a breach of such requirements may result, amongst other things in suspension or revocation of necessary licenses and authorizations, civil liability for pollution damage, and the imposition of material fines and penalties.
 
Internationally, Canada is a signatory to the United Nations Framework Convention on Climate Change and previously ratified the Kyoto Protocol established thereunder, which set legally binding targets to reduce nation-wide emissions of carbon dioxide, methane, nitrous oxide, and other greenhouse gases ("GHGs").  The first commitment period under the Kyoto Protocol is the five year period from 2008 to 2012. In December 2011, the Canadian federal government announced that it would not agree to a second commitment period under the Kyoto Protocol after 2012.  Domestically, the Canadian federal government released in 2007 its Regulatory Framework for Air Emissions, which was updated in March 2008 in a document entitled "Turning the Corner: Regulatory Framework for Industrial Greenhouse Emissions".  Canada's previous GHG emission reduction target was 20% from 2006 levels by 2020, but on January 30, 2010 the Canadian federal government announced a new GHG emission reduction target consistent with the Copenhagen Accord to reduce GHG emissions to 17% below 2005 levels by 2020.  Canada's framework proposes mandatory emissions intensity reduction obligations on a sector-by-sector basis.  It is uncertain whether or when either Canadian federal GHG regulations for the oil and gas industry will be implemented, or what obligations might be imposed under any such systems.  As the details of the implementation of any federal legislation for GHGs that is applicable to the oil and gas industry have not been announced, the effect on Anderson's operations cannot be determined at this time.
 
Additionally, regulation can take place at the provincial and municipal level.  For example, Alberta introduced the Climate Change and Emissions Management Act, which provides a framework for managing GHG emissions and establishes a target of reducing specified gas emissions relative to gross domestic product to an amount that is equal to or less than 50% of 1990 levels by December 31, 2020.  The accompanying regulations, the Specified Gas Emitters Regulation and the Specified Gas Emitters Reporting Regulation require mandatory emissions reductions through the use of emissions intensity targets and impose duties to report.  The Canadian federal government proposes to enter into equivalency agreements with provinces that establish a regulatory regime to ensure consistency with the federal plan, but the success of any such plan is doubtful in the current political climate, leaving multiple overlapping levels of regulation.
 
 
 
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The Government of Alberta implemented a new oil and gas royalty framework effective January 2009.  The new framework establishes new royalties for conventional oil, natural gas and bitumen that are linked to price and production levels and apply to both new and existing conventional oil and gas activities and oil sands projects.  Under the framework, the formula for conventional oil and natural gas royalties uses a sliding rate formula, dependent on the market price and production volumes.  On March 3, 2009, June 11, 2009 and June 25, 2009, the Government of Alberta announced amendments to the framework.  This incentive program included a drilling credit for new oil and natural gas wells drilled between April 1, 2009 and March 31, 2011, providing a $200 per metre drilled royalty credit to companies.  The credit was used to offset up to 50% of Crown royalties paid after the wells have been drilled up until March 31, 2011.  There is also a new well incentive program that provides a maximum 5% royalty rate for the first 12 months of production from new wells that begin producing oil or natural gas between April 1, 2009 and March 31, 2011 to a maximum of 50,000 barrels of oil or 500 million cubic feet of natural gas.
 
On March 11, 2010, the Alberta government announced adjustments to the royalty rates which became effective January 1, 2011. This adjustment included making the incentive program royalty rate of 5% on new natural gas and conventional oil wells a permanent feature of the royalty system with the time and volume limits discussed above. The maximum royalty rate was reduced from 50% to 40% for conventional oil and to 36% for natural gas.
 
BUSINESS PROSPECTS
 
The Company believes it has an excellent future drilling inventory in the Cardium light oil horizontal oil play and is focused on growing its production and reserves with Cardium horizontal drilling.  The Company has 131 gross (81 net) sections in the Cardium fairway and has identified an inventory of 260 gross (166 net revenue) drill-ready Cardium horizontal oil locations, of which 75 gross (56 net revenue) have been drilled to March 16, 2012.  The Company continues to add to its land position and drilling inventory through a combination of acquisitions, property swaps and farm-ins, and continues to implement new technologies to control and reduce its costs in this project.
 
STRATEGY
 
The Company is focused on converting its asset base to be more than 50% oil and NGL production.  Proceeds from disposition of minor properties are being dedicated to reduce bank debt.  Crude oil pricing remains strong, but volatile and Anderson has increased its hedge position to help protect its capital program and its shareholders from volatile oil markets.  The Company will revisit its 2012 capital budget after spring breakup.
 
The Company is in the process of reviewing the contributions of its natural gas assets to the Company’s cash flows in the current low price environment.  In response to low natural gas prices, the Company plans to shut-in approximately 500 Mcfd of production from natural gas properties with higher operating costs.  In a higher price environment, these natural gas wells could easily be returned to production.
 
Anderson has substantially grown its Cardium drilling inventory in the last three months and with the completion of the infrastructure projects, newly drilled Cardium horizontal wells can be easily connected to these gathering systems.  Unlike natural gas markets, oil prices continue to remain strong and the economics of the Cardium oil drilling programs are excellent.
 
STRATEGIC ALTERNATIVES
 
The Board of Directors initiated a process to identify, examine and consider a range of strategic alternatives available to the Company with a view to enhancing shareholder value.  The strategic alternatives considered may include, but are not limited to, a sale of all or a material portion of the assets of Anderson, either in one transaction or in a series of transactions, the outright sale of the Company, or a
 
 
 
 
25
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
merger or other strategic transaction involving Anderson and a third party. The Board of Directors believes that the Company’s shares trade at a significant discount to the value of the underlying assets, especially given its high quality Cardium oil production base, prospective Cardium horizontal oil drilling inventory and significant tax pools.  The Board of Directors has established a special committee comprised of independent directors of the Company to oversee this process and has retained financial advisors to assist the Special Committee and the Board of Directors with the process. This process has not been initiated as a result of any particular offer.
 
It is Anderson’s current intention to not disclose developments with respect to its strategic alternatives process unless and until the Board of Directors has approved a specific transaction or otherwise determines that disclosure is necessary in accordance with applicable law. The Company cautions that there are no assurances or guarantees that the process will result in a transaction or, if a transaction is undertaken, the terms or timing of such a transaction. The Company has not set a definitive schedule to complete its evaluation.
 
QUARTERLY INFORMATION
 
The following table provides financial and operating results for the last eight quarters.  Commodity prices remain volatile, affecting funds from operations and earnings throughout those quarters.  In 2010, the Company changed its focus to oil projects in light of the continued depressed natural gas market, and suspended its shallow gas drilling program until natural gas prices improve.  Revenues, funds from operations and earnings (loss) over the past year reflect the benefits from increased sales of crude oil volumes.  Also, earnings were affected in each of the four quarters in 2010 by impairments in the value of property, plant and equipment related to natural gas reserves values.  With continued volatility in commodity prices, Anderson’s earnings were impacted by impairment reversals in the third quarter of 2011 and impairments in the fourth quarter of 2011.

 
 
 
 
 
 
 
 
 
 
 
 
ANDERSON ENERGY
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SELECTED QUARTERLY INFORMATION
($ amounts in thousands, except per share amounts and prices)
      Q4 2011       Q3 2011       Q2 2011       Q1 2011  
Revenue, net of royalties
  $ 28,457     $ 24,970     $ 27,776     $ 23,283  
Funds from operations
  $ 16,997     $ 12,655     $ 13,944     $ 10,868  
Funds from operations per share, basic and diluted
  $ 0.10     $ 0.07     $ 0.08     $ 0.06  
Earnings (loss) before effect of impairments or reversals
   thereof
  $ (4,939 )   $ 6,667     $ 5,932     $ (3,681 )
Earnings (loss) per share before effect of impairments or
   reversals thereof
                               
Basic and diluted
  $ (0.03 )   $ 0.04     $ 0.03     $ (0.02 )
Earnings (loss)
  $ (32,167 )   $ 7,472     $ 5,932     $ (3,681 )
Basic and diluted
  $ (0.19 )   $ 0.04     $ 0.03     $ (0.02 )
Capital expenditures, including acquisitions net of
   proceeds on dispositions
  $ 40,924     $ 49,713     $ 26,284     $ 42,354  
Cash from operating activities
  $ 16,462     $ 11,893     $ 14,953     $ 11,001  
Daily sales
                               
Natural gas (Mcfd)
    30,576       30,038       31,990       33,931  
Oil (bpd)
    2,122       1,709       1,759       1,372  
NGL (bpd)
    715       636       667       699  
BOE (BOED)
    7,933       7,351       7,758       7,726  
Average prices
                               
Natural gas ($/Mcf)
  $ 3.20     $ 3.85     $ 3.79     $ 3.58  
Oil ($/bbl)
  $ 96.33     $ 89.05     $ 99.39     $ 84.71  
NGL ($/bbl)
  $ 72.71     $ 66.07     $ 74.24     $ 65.97  
BOE ($/BOE) (1)(2)
  $ 44.70     $ 42.16     $ 44.71     $ 36.80  
                                 
      Q4 2010       Q3 2010       Q2 2010       Q1 2010  
Revenue, net of royalties
  $ 21,690     $ 17,263     $ 18,622     $ 19,871  
Funds from operations
  $ 9,282     $ 7,876     $ 8,923     $ 10,435  
Funds from operations per share, basic and diluted
  $ 0.05     $ 0.05     $ 0.05     $ 0.06  
Earnings (loss) before effect of impairment
  $ (4,864 )   $ (3,057 )   $ (2,450 )   $ 256  
Earnings (loss) per share before effect of impairment
                               
Basic and diluted
  $ (0.03 )   $ (0.02 )   $ (0.01 )   $ -  
Loss
  $ (36,545 )   $ (39,029 )   $ (4,769 )   $ (44,444 )
Loss per share, basic and diluted
  $ (0.21 )   $ (0.23 )   $ (0.03 )   $ (0.27 )
Capital expenditures, including acquisitions net of
      dispositions
  $ 26,240     $ 39,378     $ 12,664     $ 33,227  
Cash from operating activities
  $ 10,488     $ 8,287     $ 8,811     $ 12,746  
Daily sales
                               
Natural gas (Mcfd)
    38,479       35,778       38,998       35,221  
Oil (bpd)
    992       568       491       345  
NGL (bpd)
    823       761       741       785  
BOE (BOED)
    8,228       7,292       7,732       7,000  
Average prices
                               
Natural gas ($/Mcf)
  $ 3.48     $ 3.43     $ 3.78     $ 5.22  
Oil ($/bbl)
  $ 77.62     $ 68.24     $ 70.45     $ 75.47  
NGL ($/bbl)
  $ 58.87     $ 51.41     $ 53.55     $ 56.68  
BOE ($/BOE) (1)(2)
  $ 31.63     $ 28.21     $ 28.88     $ 36.93  
(1) Includes royalty and other income classified with oil and gas sales.
(2) Excludes realized and unrealized gains (losses) on derivative contracts as follows: Q4 2011 – ($0.3) million and ($7.9) million respectively; Q3 2011 – $0.9 million and $6.4 million respectively; Q2 2011 – ($0.8) million and $7.7 million respectively; Q1 2011 – ($0.4) million and ($2.8) million respectively; and Q4 2010 – ($0.1) million and ($1.9) million respectively.
 
 
 
27
2011 MANAGEMENT’S DISCUSSION & ANALYSIS
 
 

 
 
SELECTED ANNUAL INFORMATION
 
YEARS ENDED DECEMBER 31
(in thousands, except per share amounts)

   
IFRS
   
CGAAP
 
 
 
2011
   
2010
   
2009
 
Total oil and gas sales (1)
  $ 118,292     $ 86,457     $ 76,993  
Total revenue, net of royalties (1)
  $ 104,486     $ 77,446     $ 68,740  
Earnings (loss) before effect of impairment
  $ 3,979     $ (10,115 )   $ (36,458 )
Earnings (loss) before effect of impairment per share
                       
Basic
  $ 0.02     $ (0.06 )   $ (0.29 )
Diluted
  $ 0.02     $ (0.06 )   $ (0.29 )
Loss
  $ (22,444 )   $ (124,787 )   $ (36,458 )
Loss per share
                       
Basic
  $ (0.13 )   $ (0.73 )   $ (0.29 )
Diluted
  $ (0.13 )   $ (0.73 )   $ (0.29 )
Total assets
  $ 460,319     $ 378,404     $ 497,169  
Total bank loans
  $ 88,682     $ 52,719     $ 62,404  
Total convertible debentures, liability component
  $ 84,796     $ 43,460     $ -  
(1)
Includes royalty and other income classified with oil and gas sales.  Excludes the realized loss and unrealized gain on derivative contracts in 2011 of ($0.6) million and $3.3 million (2010 – ($0.1) million realized loss and ($1.9) million unrealized loss).
 
Total oil and gas sales and total revenue, net of royalties have grown year over year as shown above due to the focus on increasing oil production, as well as increased oil prices.  However, loss and loss per share have increased due to impairment charges.  These impairment charges have also reduced total assets.
 
Long-term debt including convertible debentures has grown since 2009 reflecting the financing related to the capital programs to develop oil properties.
 
ADDITIONAL INFORMATION
 
Additional information regarding Anderson and its business and operation, including its most recently filed annual information form is available on the Company’s profile on SEDAR at www.sedar.com.  This information is also available on the Company’s website at www.andersonenergy.ca.
 
 
 
 
 
ANDERSON ENERGY
28
 
 

 
 
FORWARD-LOOKING STATEMENTS
 
Certain statements in this management’s discussion and analysis including, without limitation, management’s assessment of future plans and operations; benefits and valuation of the development prospects described herein; number of locations in drilling inventory and wells to be drilled; timing and location of drilling and tie-in of wells and the costs thereof; productive capacity of the wells; timing of and construction of facilities; expected production rates; percentage of production from oil and natural gas liquids; dates of commencement of production; amount of capital expenditures and the timing and method of financing thereof; value of undeveloped land; extent of reserves additions; ability to attain cost savings; drilling program success; impact of changes in commodity prices on operating results; estimates of future revenues, costs, netbacks, funds from operations and debt levels; potential results of the strategic alternative review process and enhancement of shareholder value, disclosure intentions with respect to the strategic alternative review process; commodity price outlook and general economic outlook may constitute “forward-looking information” (within the meaning of applicable Canadian securities legislation) or “forward-looking statements” (within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended) and necessarily involve risks and assumptions made by management of the Company including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation; loss of markets; volatility of commodity prices; currency fluctuations; imprecision of reserves estimates; environmental risks; competition from other producers; inability to retain drilling rigs and other services; adequate weather to conduct operations; sufficiency of budgeted capital, operating and other costs to carry out planned activities; unexpected decline rates in wells; wells not performing as expected; incorrect assessment of the value of acquisitions and farm-ins; failure to realize the anticipated benefits of acquisitions and farm-ins; delays resulting from or inability to obtain required regulatory approvals; changes to government regulation; ability to access sufficient capital from internal and external sources; and other factors, many of which are beyond the Company’s control.  The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as the factors are interdependent, and management’s future course of action would depend on its assessment of all information at the time. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and readers should not place undue reliance on the assumptions and forward-looking statements.  Readers are cautioned that the foregoing list of factors is not exhaustive.  Additional information on these and other factors that could affect Anderson’s operations and financial results are included in reports on file with Canadian and U.S. securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), the EDGAR website (www.sec.gov/edgar) or at Anderson’s website (www.andersonenergy.ca).
 
The forward-looking statements contained in this management’s discussion and analysis are made as at the date of this management’s discussion and analysis and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
 
CONVERSION
 
Disclosure provided herein in respect of barrels of oil equivalent (BOE) may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
 
Abbreviations used
 
bbl
barrel
AECO
intra-Alberta Nova inventory transfer price
bbls
barrels
CBM
coal bed methane
BOE
barrel of oil equivalent
GJ
gigajoule
BOED
barrels of oil equivalent per day
Mcf
thousand cubic feet
bpd
barrels per day
Mcfd
thousand cubic feet per day
Mstb
thousand stock tank barrels
Mcfe
thousand cubic feet equivalent
MBOE
thousand barrels of oil equivalent
MMcf
million cubic feet
MMBOE
million barrels of oil equivalent
MMcfd
million cubic feet per day
Mbbls
thousand barrels
Bcf
billion cubic feet
NGL
natural gas liquids
MMBTU
million British thermal units
WTI
West Texas Intermediate
   

 
 
 
29
2011 MANAGEMENT’S DISCUSSION & ANALYSIS

 
 
EXHIBIT 99.4
 
 
GRAPHIC

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors of Anderson Energy Ltd.
 
 
We consent to the use of our audit report dated March 16, 2012 with respect to the consolidated statements of financial position of Anderson Energy Ltd. as at December 31, 2011, December 31, 2010 and January 1, 2010 and the consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2011 and December 31, 2010, and notes, comprising a summary of significant accounting policies and other explanatory information included in this annual report on Form 40-F.
 
 
Yours very truly,
 
/s/ KPMG LLP
 
Chartered Accountants
 
March 16, 2012
 
Calgary, Canada
 
 
   
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity.
KPMG Canada provides services to KPMG LLP
 
 
 

EXHIBIT 99.5
 
 
GRAPHIC
Principal Officers:
Keith M. Braaten, P. Eng.
President & CEO
Jodi L. Anhorn, P. Eng.
Executive Vice President & COO
 
Officers / Vice Presidents:
Terry L. Aarsby, P. Eng.
Caralyn P. Bennett, P. Eng.
Leonard L. Herchen, P. Eng.
Myron J. Hladyshevsky, P. Eng.
Bryan M. Joa, P. Eng.
Mark Jobin, P. Geol.
John E. Keith, P. Eng.
John H. Stilling, P. Eng.
Douglas R. Sutton, P. Eng.
James H. Willmon, P. Eng.


CONSENT OF INDEPENDENT PETROLEUM ENGINEER

Anderson Energy Ltd.
700, 555 – 4 th Avenue S.W.
Calgary, Alberta T2P 3E7

We hereby consent to the use and reference to our name and report evaluating Anderson Energy Ltd.’s petroleum and natural gas reserves, dated March 9, 2012 and effective December 31, 2011, and the information derived from our report, included in this annual report on Form 40-F filed with the United States Securities and Exchange Commission.

Yours truly,
 
   
GLJ PETROLEUM CONSULTANTS LTD.
 
   
“Originally Signed by”
 
   
John E. Keith, P. Eng.
 
Vice President
 

Dated: March 19, 2012
Calgary, Alberta
CANADA
 
 
 

 

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