Maple Leaf 2012-II Energy Income LP Enters Agreement to Sell Oil and Gas Assets

VANCOUVER, BC / ACCESSWIRE / March 24, 2015 / Maple Leaf 2012-II Energy Income Limited Partnership ("Maple Leaf 2012-II LP") is pleased to announce that it has entered into a definitive agreement with Maple Leaf Royalties Corp. ("ML Royalties Corp") a TSX Venture listed company (TSX Venture: MPL), pursuant to which it has agreed to sell various royalty interests and non-operated working interests in a total of 17 oil and natural gas wells in Alberta and Saskatchewan (the "Divested Assets") in consideration of the issuance and delivery of 23,500,000 common shares (the "Purchase Price Shares") of ML Royalties Corp. Based on a price of $0.45 per share, the total deemed consideration is $10.575 million.

This transaction will constitute the Liquidity Event of Maple Leaf 2012-II LP. The Purchase Price Shares will be distributed to investors once all closing adjustments have been satisfied but in any event prior to 60 days following the divestiture and the Maple Leaf 2012-II LP will then be wound-up.

The transaction is expected to close on or about April 1, 2015 with an effective date of March 1, 2015. Closing is subject to the satisfaction of conditions customary for transactions of this nature and the receipt of all required regulatory approvals, including the acceptance of the TSX Venture Exchange.

Maple Leaf 2012-II LP will issue a subsequent news release once all regulatory approvals have been received.

The Transaction

The transaction is a Non Arm's Length Transaction under Policy 5.3 of the TSX Venture Exchange as Hugh Cartwright and Shane Doyle, directors of ML Royalties Corp, are also directors and officers of the General Partner of Maple Leaf 2012-II LP, and John Dickson, the Chief Financial Officer of ML Royalties Corp, is also the Chief Financial Officer and Secretary of the General Partner of Maple Leaf 2012-II LP. As partial consideration for services provided to Maple Leaf 2012-II LP, 5% of the Purchase Price Shares will be paid to the General Partner. The General Partner is wholly owned by CADO Bancorp Ltd., a corporation owned and controlled by Hugh Cartwright and Shane Doyle.

Daniel Gundersen, Chief Executive Officer and a director of ML Royalties Corp, and Adam Thomas, President and a director of ML Royalties Corp, currently provide consulting services to Vendor. These arrangements will terminate upon closing of this transaction.

The Directors of Maple Leaf 2012-II LP engaged Sayer Energy Advisors to undertake a widespread marketing campaign of the Oil and Gas assets.

The Board of Directors of ML Royalties Corp. formed an independent committee to review and approve the transaction on its behalf and the Directors of the General Partner of Maple Leaf 2012-II LP engaged an independent financial advisory firm to review all bids received and to recommend to the board which bid should be accepted. The independent financial advisor firm recommended acceptance of the ML Royalties Corp bid.

The Purchase Price Shares will be subject to a four month restricted period under National Instrument 45-102. The Purchase Price Shares will also be subject to a contractual restricted resale period, with one-third being released from such restriction on each of the four, eight and 12 month anniversaries of the closing date of the transaction.

No insiders of ML Royalties Corp are expected to be created as a result of the transaction.

About Maple Leaf Royalties Corp.

ML Royalties Corp is a publicly traded (TSX Venture, Symbol MPL) company focused on acquiring high quality, professionally selected oil & gas royalty interests on existing producing properties or properties considered prospective for oil & gas development. ML Royalties Corp intends to provide investors with reliable and sustainable monthly cash distributions through the implementation of a dividend in 2015 and to provide growth through re-investment thereby providing investors with a yield oriented growth investment. ML Royalties Corp currently has approximately $2.7 million of cash or cash equivalents on hand. At closing ML Royalties Corp will have 75,415,131 common shares issued and pro forma production is estimated to be approximately 750 boe per day based on current production levels weighted 54% to royalty production and the balance non-operated working interests.

ML Royalties Corp aims to make disciplined acquisitions of existing producing oil & gas royalty interests which have long reserves lives, reliable and predictable cash flow and have upside development potential. ML Royalties Corp does not intend to undertake any exploration activities.

FOR FURTHER INFORMATION

Please contact Shane Doyle, President

MAPLE LEAF 2012-II ENERGY INCOME LIMITED PARTNERSHIP

609 Granville Street, Suite 808,
Vancouver, BC V7Y 1G5

Tel: 604.684.5750
Toll Free: 866.688.5750
Fax: 604.684.5748
Email: info@MapleLeafFunds.ca
Web: www.MapleLeafFunds.ca

This news release is provided strictly for information purposes only and shall not constitute an offer to sell or an advertisement, solicitation or recommendation of any offer to buy securities. Commissions, trailing commissions, management fees and expenses all may be associated with investment funds. Investment funds are not guaranteed, their values change frequently, and past performance may not be repeated.

SOURCE: Maple Leaf 2012-II Energy Income Limited Partnership