MATERIAL CHANGE REPORT
Compton Petroleum Corporation (“ Compton ”)
Suite 500, Bankers Court
850 – 2 Street S.W.
Calgary, Alberta T2P 0R8
July 19, 2010.
The press release reporting the material change was released July 19, 2010 through the services of Canada Newswire.
Compton announced a proposed recapitalization transaction (the “ Recapitalization ”) consisting of (i) the recently
announced and completed asset sales for proceeds of $150.2 million; (ii) an increase in the borrowing limit and an
extension in the term of Compton’s extendable $150.0 million credit facility that is comprised of a $120.0 million
revolving term facility and a $30.0 million revolving working capital facility (the “ Senior Bank Facility ”); and (iii) a
proposed plan of arrangement (the “ Arrangement ”) under the Canada Business Corporations Act (the “ CBCA ”)
whereby Compton Petroleum Finance Corporation (“ Compton Finance ”) will exchange all of the outstanding
US$450.0 million 7 / % senior notes due 2013 (the “ Senior Notes ”) for a combination of US$193.5 million (the “
Maximum Note Consideration ”) of Compton Finance 10% senior notes due 2017 (the “ New Notes ”), US$184.5
million of cash and US$45.0 million of Compton 10% senior mandatory convertible notes due September 2011 (the “
Mandatory Convertible Notes ” and the sum of the cash and the initial principal amount of Mandatory Convertible
Notes shall be the “ Maximum Cash/Convert Consideration ”).
Item 1. Name and Address of Company:
Item 2. Date of Material Change:
Item 3. News Release:
Item 4. Summary of Material Change:
The Recapitalization includes the following elements:
An exchange of all of the Senior Notes for a combination of cash, Mandatory Convertible Notes and New Notes is
proposed to be completed pursuant to the Arrangement under the CBCA.
Under the terms of the Arrangement, if implemented, all holders of the Senior Notes (ea