Mr. William Andrew reports

LONG RUN EXPLORATION LTD. ANNOUNCES AMENDMENTS TO PROPOSED PRIVATE PLACEMENT AND INITIATES STRATEGIC ASSET RATIONALIZATION

Long Run Exploration Ltd., due to current market conditions, has amended the terms of its previously announced private placement with Maple Marathon Investments Ltd. and MIE Holdings Corp., and commenced a formal asset rationalization program. The amended terms of the private placement along with the asset rationalization program ensure that the company has maximum flexibility to consider options available to accomplish debt reduction while maximizing stakeholder value.

Amended private placement

Long Run, Maple Marathon and MIE have entered into an amended and restated investment agreement pursuant to which Long Run will issue to Maple Marathon, by way of private placement, 125 million units at an issue price of 80 cents per unit for gross proceeds of approximately $100-million. The proceeds from the private placement will be used for debt reduction.

Each unit will comprise one common share of Long Run and 0.728 of a common share purchase warrant. Each warrant will entitle the holder to acquire one common share of Long Run at an exercise price of $1.10 for a period of 12 months from closing of the private placement, for additional proceeds of approximately $100-million to Long Run, if exercised.

After giving effect to the private placement, Maple Marathon will hold approximately 39 per cent of the issued and outstanding common shares of Long Run (after giving effect to the issuance of common shares pursuant to outstanding restricted awards and prior to the exercise of the warrants).

The closing of the private placement is subject to various conditions, including the approval by a majority of the disinterested shareholders of Long Run, approval of the shareholders of MIE, the receipt of required regulatory approvals (including the Toronto Stock Exchange, and approvals required under the Investment Canada Act and the Competition Act (Canada)) but is no longer conditional on Maple Marathon securing financing for its subscription.

Amended investment agreement

Pursuant to the amended investment agreement, an information circular is required to be mailed to the holders of Long Run common shares prior to Dec. 21, 2015, for the Long Run special meeting required to be held no later than Jan. 22, 2016, where disinterested Long Run shareholders will vote on the private placement. Completion of the private placement is expected to occur following the receipt of regulatory and shareholder approvals, and is currently expected to occur in late January, 2016.

The amended investment agreement permits Long Run to respond to unsolicited acquisition proposals and to pursue asset dispositions. Certain asset dispositions require the prior consent of Maple Marathon, however, Long Run has the right to terminate the amended investment agreement in order to complete such dispositions if Maple Marathon does not consent, provided it reimburses Maple Marathon for certain of its expenses up to an amount not to exceed $2-million. Long Run has engaged financial advisers in respect of a formal asset disposition process as further described below under strategic asset rationalization.

Long Run has agreed to pay a termination fee of $5-million to Maple Marathon in certain circumstances, including if Long Run terminates the amended investment agreement to enter into an agreement with respect to an alternative corporate acquisition proposal (the payment of which does not apply to asset dispositions). Maple Marathon has agreed to deposit $10-million with an escrow agent in Canada, on or before Nov. 30, 2015, in accordance with the amended investment agreement. The $10-million to be held in escrow shall be applied to Maple Marathon's subscription under the private placement and would also be utilized to satisfy amounts that are payable to Long Run by Maple Marathon or reimbursement of Long Run's expenses in certain circumstances.

Governance agreement

Under the revised terms of the governance agreement to be entered into on closing of the private placement, the size and composition of the board of directors of Long Run will be determined, from time to time, in part by the share ownership of Maple Marathon. Maple Marathon will have the right to nominate from one up to four directors, depending on its level of share ownership; however, in no case shall Maple Marathon have the right, under the governance agreement, to nominate a majority of the directors of the board. On closing of the private placement, Long Run expects the board will comprise eight directors, including three nominees from Maple Marathon and five incumbent directors, including William E. Andrew, who will remain as chairman of the board.

Special committee and advisers

The special committee comprising independent directors of Long Run initially formed to consider the private placement has continued to consider and make recommendations to the board in connection with, among other things, the private placement.

With respect to the private placement, Scotia Waterous Inc. and National Bank Financial Inc. are acting as financial advisers to Long Run. Macquarie Capital Markets Canada Ltd., FirstEnergy Capital Corp. and Cormark Securities Inc. are acting as strategic advisers to Long Run. Macquarie Capital has provided the board of directors of Long Run with an opinion, that as at the date of the amended investment agreement, the consideration to be received by Long Run pursuant to the private placement is fair, from a financial point of view, to Long Run.

Recommendation of the board

Based on the fairness opinion and the recommendation of the special committee, among other things, the board has unanimously approved the private placement and determined that the private placement is in the best interests of Long Run. The board unanimously recommends that Long Run shareholders vote in favour of the private placement at the Long Run special meeting.

Strategic asset rationalization

Long Run continues to examine strategic and financial means to improve the capital structure of the company. Long Run remains committed to debt reduction and continues to actively evaluate opportunities to strengthen its balance sheet. In conjunction with the proposed private placement, Long Run is proceeding with strategic asset rationalization to improve its capital structure.

The board and management team of Long Run have initiated a formal asset disposition process of both core and non-core assets from the company's diversified asset base to address the company's non-revolving syndicated facility which is due by May 29, 2016. Long Run has engaged Macquarie Capital, Scotia Waterous and National Bank to act as financial advisers for this process. Given the nature of the process, Long Run does not intend to provide updates until such time as the board approves a definitive transaction or otherwise determines that further disclosure is advisable.

As previously disclosed, the company expects that during 2015 it will apply part of its funds flow from operations in excess of net capital expenditures to repay a portion of its non-revolving syndicated facility. On closing of the proposed private placement, the proceeds of $100-million will be used to further reduce indebtedness under the company's non-revolving syndicated facility. Long Run intends to repay the remaining balance on the non-revolving syndicated facility through the additional asset dispositions contemplated by the strategic asset rationalization process.

We seek Safe Harbor.