Solicitation Process Information Package

Investment Opportunity

Tesla Exploration Ltd. is an international seismic contractor, providing a comprehensive range of onshore and offshore geophysical and geological services.

Ernst & Young Inc. was appointed as the Receiver and Manager of Tesla Exploration Ltd., Tesla Exploration Partnership, Tesla Offshore LLC, Tesla Marine Inc., Tesla Exploration Inc. and Bergco LLC (collectively “Tesla”) by Order of the Court of Queen’s Bench of Alberta, Canada (the “Canadian Court”) dated July 25, 2016.

On August 9, 2016, an Order Granting Receiver’s Petition for Recognition as a Foreign Main Proceeding and recognising the Receiver as a Foreign Representative was granted under Chapter 15 of the United States Bankruptcy Code in the United States Bankruptcy Court Middle District of Louisiana (the “US Court”) in Case No. 16-10867.

On October 4, 2016, the Canadian Court granted an Order approving a sales process (the “Sales Process”) for the Receiver to market the Tesla’s seismic assets located in the United States and Canada (collectively, the “Assets”).

As part of the Sales Process, the Receiver entered into a court-approved en bloc asset purchase agreement with Echo Seismic Ltd. in the amount of CAD$27.0 million which has a 3% break fee (collectively the “Stalking Horse Bid”). The Receiver is seeking a superior offer to the Stalking Horse Bid. Only offers in excess of the Stalking Horse Bid are to be considered.

The deadline for receipt of offers is 12:00 PM MDT on November 7, 2016 and the sale of these Assets require the approval of the Canadian and US Courts.

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Next Steps

Prospective bidders interested in this opportunity are asked to provide the Receiver with the following information (collectively, the “Access Information”): 

i.  name of individual(s) to receive information;
ii.  name of company;
iii.  email address; and,
iv.  phone number.

Upon receipt of the Access Information, the bidder may receive the Information Memorandum and access to the virtual data room upon execution of a confidentiality agreement. Prospective Bidders should direct all inquiries to the Receiver who will arrange all appropriate due diligence contacts. Potential bidders are requested not to contact Tesla or any of its former employees or consultants. The Company will consider qualified bids and any transaction involving a sale of the Company and its assets may be subject to Court approval.

Potential bidders are requested to direct all inquiries to one of the persons listed below.

Neil Narfason 
Senior Vice President
+1 403 206 5067
neil.narfason@ca.ey.com

Pete Chisholm
Vice President
+1 403 206 5061
peter.chisholm@ca.ey.com

Dylan Murray 
Manager 
+1 403 206 5646
dylan.murray@ca.ey.com