Plan of Arrangement

300 Pages·2010·1.97 MB·English

ARRANGEMENT INVOLVING
STORM EXPLORATION INC.
- and -
1541229 ALBERTA LTD.
- and -
ARC ENERGY TRUST
- and -
ARC RESOURCES LTD.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE OF PETITION
INFORMATION CIRCULAR OF STORM EXPLORATION INC.

These materials are important and require your immediate attention. They require holders of voting common shares and
non-voting common shares of Storm Exploration Inc. (collectively, “Storm Shareholders”) to make important
decisions. If you are in doubt as to how to make such decisions please contact your financial, legal, tax or other
professional advisors. The Board of Directors of Storm Exploration Inc. unanimously recommends that Storm
Shareholders vote FOR the plan of arrangement described in this Information Circular and the other matters to be
considered at the Special Meeting of Storm Shareholders.

July 16, 2010
Neither the TSX Venture Exchange nor any securities regulatory authority has in any way passed upon the merits of the
plan of arrangement described in this Information Circular.

TABLE OF CONTENTS

LETTER TO SHAREHOLDERS.....................................................................................................................................I
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF STORM EXPLORATION INC...............................IV
NOTICE OF PETITION................................................................................................................................................VI
INFORMATION CIRCULAR.........................................................................................................................................1
GLOSSARY OF TERMS.................................................................................................................................................4
CONVENTIONS............................................................................................................................................................13
ABBREVIATIONS........................................................................................................................................................13
CONVERSION..............................................................................................................................................................14
SUMMARY INFORMATION......................................................................................................................................15
THE ARRANGEMENT.................................................................................................................................................24
RISK FACTORS............................................................................................................................................................51
TAX CONSIDERATIONS TO STORM SHAREHOLDERS.......................................................................................52
OTHER MATTERS OF SPECIAL BUSINESS RELATING TO EXPLORECO........................................................78
INFORMATION CONCERNING STORM..................................................................................................................82
INFORMATION CONCERNING ARC ENERGY TRUST.........................................................................................83
INFORMATION CONCERNING EXPLORECO........................................................................................................84
DISSENTING STORM SHAREHOLDER RIGHTS....................................................................................................85
INFORMATION CONCERNING THE MEETING.....................................................................................................86
LEGAL MATTERS.......................................................................................................................................................90
LEGAL PROCEEDINGS..............................................................................................................................................90
ENFORCEABILITY OF CIVIL LIABILITIES............................................................................................................90
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS.............................................................90
OTHER MATTERS.......................................................................................................................................................91
CONSENT OF PRICEWATERHOUSECOOPERS LLP..............................................................................................92
CONSENT OF DELOITTE TOUCHE LLP..................................................................................................................92
APPENDIX A ARRANGEMENT RESOLUTION.....................................................................................................A-1
APPENDIX B INTERIM ORDER..............................................................................................................................B-1
APPENDIX C ARRANGEMENT AGREEMENT.....................................................................................................C-1
APPENDIX D FAIRNESS OPINION.........................................................................................................................D-1
APPENDIX E INFORMATION CONCERNING STORM........................................................................................E-1
APPENDIX F INFORMATION CONCERNING ARC ENERGY TRUST...............................................................F-1
APPENDIX G INFORMATION CONCERNING EXPLORECO..............................................................................G-1
APPENDIX H EXPLORECO STOCK OPTION PLAN.............................................................................................H-1
APPENDIX I SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT...........................................I-1

LETTER TO SHAREHOLDERS

July 16, 2010
Dear Shareholders:
You are invited to attend a special meeting (the “Meeting”) of holders (“Storm Shareholders”) of voting common shares
and non-voting common shares (collectively, the “Storm Shares”) of Storm Exploration Inc. (“Storm”) to be held in the
Barclay Room, Bow Valley Square Conference Centre, 3rd Floor, Bow Valley Square 2, 205 – 5th Avenue S.W., Calgary,
Alberta on Monday, August 16, 2010 at 9:00 a.m. (Calgary time) (the “Meeting Date”).
At the Meeting, you will be asked to consider, and, if thought advisable, approve, among other things, a proposed plan of
arrangement (the “Arrangement”) involving Storm, 1541229 Alberta Ltd. (“ExploreCo”), ARC Energy Trust (“ARC”)
and ARC Resources Ltd. (“ARC Resources”). The Arrangement will result, through a series of transactions, in Storm
Shareholders transferring each of their Storm Shares to ARC Resources and acquiring in respect of each Storm Share held:
(A) at their election, either (i) 0.5700 of a trust unit of ARC (“ARC Trust Unit”); or (ii) subject to adjustment, 0.2021 of a
Series B exchangeable share of ARC Resources (“ARC Exchangeable Share”), (B) 0.3333 of a common share of
ExploreCo (“ExploreCo Share”); (C) approximately 0.1333 of a common share purchase warrant of ExploreCo
(“ExploreCo Warrant”); and (D) subject to adjustment, approximately $1.00 in cash. Storm Shareholders will have the
ability to elect to receive ARC Trust Units for some of their Storm Shares and ARC Exchangeable Shares for the
remainder of their Storm Shares. Non-resident and tax-exempt Storm Shareholders will not, however, be able to elect to
receive ARC Exchangeable Shares as described above and, in exchange for each of their Storm Shares, will receive ARC
Trust Units, ExploreCo Shares, ExploreCo Warrants and cash in the ratios and amounts described above.
Following completion of the Arrangement and certain other transactions, ExploreCo will own Storm’s undeveloped land
position in the Horn River Basin, Cabin/Kotcho/Junior and Umbach areas in north eastern British Columbia plus
undeveloped land in the Red Earth area of Alberta. In addition, ExploreCo will retain Storm’s share ownership positions
in Storm Gas Resources Corp., Bellamont Exploration Ltd., Bridge Energy Norge ASA and Chinook Energy Inc.
ExploreCo will also receive, subject to adjustment, cash of $5 million under the Arrangement, will have no debt, and will
be able to spend up to $6.5 million drilling and completing wells on the undeveloped lands prior to the closing of the
Arrangement. ExploreCo has applied to list the ExploreCo Shares and the ExploreCo Warrants on the TSX Venture
Exchange (the “TSX-V”). Such listing will be subject to ExploreCo fulfilling all of the minimum listing requirements of
the TSX-V. There can be no assurance that the TSX-V will list the ExploreCo Shares or the ExploreCo Warrants. If
listing approval is obtained prior to the effective time of the Arrangement (and there can be no assurance that listing
approval will be obtained by such time or at all), trading in both the ExploreCo Shares and the ExploreCo Warrants is
expected to commence concurrently with the delisting of the voting common shares of Storm from the Toronto Stock
Exchange.
The Board of Directors has considered the Arrangement at length and has unanimously determined that the
Arrangement is in the best interests of Storm and the Storm Shareholders and has, based upon, among other
things, the opinion of its financial advisors, FirstEnergy Capital Corp., unanimously determined that the
Arrangement is fair, from a financial point of view, to Storm Shareholders. Accordingly, the Board of Directors
has unanimously approved the Arrangement and unanimously recommends that Storm Shareholders vote in
favour of the Arrangement.
ii
To be effective, the Arrangement must be approved by a resolution (the “Arrangement Resolution”) passed by not less
than two-thirds of the votes validly cast at the Meeting. Directors and certain officers of Storm (who, together own or
exercise control or direction over approximately 27% of the fully diluted Storm Shares) have agreed to support and vote in
favour of the Arrangement. In addition, the Arrangement Resolution must be approved by a majority of the votes cast by
Storm Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority
approval of a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in
Special Transactions.
It is anticipated that the Arrangement will be completed on August 17, 2010 if the Storm Shareholders approve the
Arrangement Resolution, subject to obtaining court approval and the required governmental and regulatory approvals and
satisfying other usual and customary conditions contained in the amended and restated arrangement agreement dated
effective June 9, 2010, among ARC, ARC Resources, Storm and ExploreCo.
In addition to seeking your approval for the Arrangement, Storm Shareholders will be asked to consider and, if deemed
advisable, to approve an ordinary resolution to authorize the private placement (the “ExploreCo Management Private
Placement”) of 1.8 million to 2.3 million ExploreCo Shares, such ExploreCo shares to be issued at a subscription price
equal to the exercise price for the ExploreCo Warrants to be issued pursuant to the Arrangement, each of which is to be
priced at the estimated net asset value (“NAV”) of ExploreCo following completion of the Arrangement which will be
determined on the Meeting Date. No finders’ fees or commissions will be paid in connection with the ExploreCo
Management Private Placement. The ExploreCo Management Private Placement will be subject to the approval of TSX-V
if the ExploreCo Shares are listed on the TSX-V. Directors, officers and employees of ExploreCo and persons associated
with them will be entitled to subscribe for all or a portion of the ExploreCo Management Private Placement. The
ExploreCo Management Private Placement is expected to close following the completion of the Arrangement.
The purpose of the ExploreCo Management Private Placement is to provide additional capital for use by ExploreCo in its
exploration and development activities.
The exercise price for the ExploreCo Warrants and the price at which the ExploreCo Shares will be issued pursuant to the
ExploreCo Management Private Placement will be the same and will represent Storm’s best estimate of the NAV of
ExploreCo which will determine the ExploreCo Share Value following the completion of the Arrangement. On
June 9, 2010, the date Storm and ARC announced the Arrangement, Storm’s estimate of ExploreCo’s NAV per ExploreCo
Share was $4.41 (on a post-Arrangement basis). The ExploreCo NAV or ExploreCo Share Value will be updated and
finalized on the Meeting Date. There can be no assurance that the estimate of the NAV will be achieved or maintained
after the completion of the Arrangement. See Appendix G, “Information Concerning ExploreCo”. The ExploreCo
Management Private Placement will be undertaken in accordance with applicable corporate law, securities legislation and
TSX-V regulations and policies. There is currently no market through which the ExploreCo Shares and the ExploreCo
Warrants may be sold and listing of the ExploreCo Shares and ExploreCo Warrants on the TSX-V will be subject to
ExploreCo fulfilling all of the listing requirements of the TSX-V.
It is important that your Storm Shares be represented at the Meeting. Whether or not you are able to attend, we urge you
to complete the enclosed form of proxy and return it in the envelope provided or by fax to the attention of Alliance Trust
Company, 450, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3 not later than 48 hours (excluding Saturdays, Sundays
and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof.
Included with this letter, in addition to the form of proxy, is a notice of the special meeting and an information circular (the
“Information Circular”).
Also enclosed is a letter of transmittal and election form containing complete instructions on how to exchange your Storm
Shares. You will not actually receive your cash, ExploreCo Shares, ExploreCo Warrants, ARC Trust Units or ARC
Exchangeable Shares until the Arrangement is completed and you have returned your properly completed documents,
including the letter of transmittal and election form and certificates representing your Storm Shares. The deadline for
making your election pursuant to the letter of transmittal and election form is 5:00 p.m. (Calgary Time) on August
12, 2010 or, if the Meeting is adjourned or postponed, 5:00 p.m. (Calgary Time) on the second business day
iii
immediately prior to the date of such adjourned or postponed Meeting (the “Election Deadline”). If you have not
made an election by the Election Deadline, you will be deemed to have elected to receive ARC Trust Units and not ARC
Exchangeable Shares as partial consideration for your Storm Shares.
Storm has agreed to pay ARC a non completion fee of $21 million if the Arrangement is not completed under certain
circumstances.
The Information Circular contains a detailed description of the Arrangement, as well as detailed information regarding
Storm, ARC, ARC Resources and ExploreCo. Please give this material your careful consideration and, if you require
assistance, consult your financial, legal, tax or other professional advisors. If you are unable to attend the Meeting in
person, please complete and deliver the applicable form of proxy which is enclosed in order to ensure your representation
at the Meeting.
On behalf of Storm, I would like to thank all shareholders for their ongoing support as we work towards completion of this
important transaction for Storm.

Yours very truly,
(signed) “Brian Lavergne”
Brian Lavergne,
President and Chief Executive Officer
iv
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF STORM EXPLORATION INC.
to be held August 16, 2010
NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Court of Queen’s Bench of
Alberta (the “Court”) dated July 16, 2010, a special meeting (the “Meeting”) of the holders (“Storm Shareholders”) of
voting common shares and non-voting common shares (collectively, the “Common Shares”) of Storm Exploration Inc.
(“Storm”) will be held at the Barclay Room, Bow Valley Square Conference Centre, 3rd Floor, Bow Valley Square 2,
205 – 5th Avenue S.W., Calgary, Alberta on Monday, August 16, 2010 at 9:00 a.m. (Calgary time) for the following
purposes:
(a) to consider pursuant to the Interim Order and, if thought advisable, to pass, with or without variation, a special
resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix A to the
accompanying information circular and proxy statement dated July 16, 2010 (the “Information Circular”) of
Storm to approve a plan of arrangement (the “Arrangement”) under section 192 of the Canada Business
Corporations Act (“CBCA”), all as more particularly described in the accompanying Information Circular;
(b) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of
which is set forth under the heading “Other Matters of Special Business Relating to ExploreCo – Approval of
ExploreCo Stock Option Plan” in the Information Circular, to approve a stock option plan for ExploreCo, all as
more particularly described in the accompanying Information Circular;
(c) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of
which is set forth under the heading “Other Matters of Special Business Relating to ExploreCo – ExploreCo
Management Private Placement” in the Information Circular, approving a private placement of up to $10 million
of common shares of ExploreCo at a price per share equal to the exercise price for the warrants to be issued to
Storm Shareholders pursuant to the Arrangement, all as more particularly described in the accompanying
Information Circular; and
(d) to transact such further and other business as may properly be brought before the Meeting or any adjournment
thereof.
The completion of the Arrangement is not conditional upon approval of the ExploreCo stock option plan or the
ExploreCo management private placement.
The board of directors of Storm has set the close of business on July 12, 2010 (the “Record Date”) as the record date for
determining Storm Shareholders who are entitled to receive notice of the Meeting. Only Storm Shareholders whose names
have been entered in the register of Storm Shareholders at the close of business on that date are entitled to receive notice
of, and to vote at, the Meeting unless a Storm Shareholder transfers his or her Common Shares after the Record Date and
the transferee of those Common Shares establishes that he or she owns the Common Shares and demands at any time
before the Meeting, that the transferee’s name be included in the list of Storm Shareholders entitled to vote such Common
Shares at the Meeting.
The Arrangement is described in the Information Circular, which forms part of this Notice. The full text of the
Arrangement Resolution is set out in Appendix A to the Information Circular.
Pursuant to the Interim Order, registered Storm Shareholders have the right to dissent with respect to the Arrangement
Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance
with the provisions of Section 190 of the CBCA, as modified by the Interim Order. A registered Storm Shareholder
wishing to exercise rights of dissent with respect to the Arrangement must send to Storm a written objection to the
Arrangement Resolution, which written objection must be received by the Chief Financial Officer of Storm by 2:00 p.m.
(Calgary time) on August 12, 2010. A Storm Shareholder’s right to dissent is more particularly described in the
v
Information Circular and a copy of the Interim Order and the text of Section 190 of the CBCA are set forth in
Appendices B and I, respectively, to the Information Circular.
Failure to strictly comply with the requirements set forth in Section 190 of the CBCA, as modified by the Interim
Order, may result in the loss of any right of dissent. Persons who are beneficial owners of Common Shares
registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware
that only the registered holders of Common Shares are entitled to dissent. Accordingly, a beneficial owner of
Common Shares desiring to exercise this right must make arrangements for the Common Shares beneficially
owned by such Storm Shareholder to be registered in the Storm Shareholder’s name prior to the time the written
objection to the Arrangement Resolution is required to be received by Storm or, alternatively, make arrangements
for the registered holder of such Common Shares to dissent on the Storm Shareholder’s behalf. It is strongly
suggested that any Storm Shareholder wishing to dissent seek independent legal advice, as the failure to comply
strictly with the provisions of the CBCA, as modified by the Interim Order, may prejudice such Storm
Shareholder’s right to dissent.
Whether or not you intend to attend the Meeting, you are requested to complete, sign, date and return the enclosed
form of proxy either in the enclosed addressed envelope to Storm Exploration Inc., c/o Alliance Trust Company,
450, 407 – 2nd Street S.W., Calgary, Alberta, T2P 2Y3 or by fax to the attention of the Proxy Department at
[phone] no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) prior to
the commencement of the Meeting or any adjournment thereof. The time limit for the deposit of proxies may be
waived by the Storm Board of Directors at its discretion, without notice.
You are also requested to complete, sign, date and return by mail the enclosed form of letter of transmittal and
election form, together with the certificate(s) representing Common Shares, in the enclosed envelope addressed to
Computershare Investor Services Inc., P.O. Box 7021, 31 Adelaide St. E., Toronto, Ontario, M5C 3H2, Attention:
Corporate Actions or by hand, courier or registered mail to Computershare Investor Services Inc., 9th Floor, 100
University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Corporate Actions. If you have not made an election
by the election deadline of 5:00 p.m. (Calgary time) on August 12, 2010 (or, if the Meeting is adjourned or
postponed, 5:00 p.m. (Calgary time) on the second business day immediately prior to the date of such adjourned or
postponed Meeting), you will be deemed to have elected to receive ARC Trust Units and not ARC Exchangeable
Shares as partial consideration for your Common Shares.
DATED at Calgary, Alberta, this 16th day of July, 2010.
BY ORDER OF THE BOARD OF DIRECTORS OF
STORM EXPLORATION INC.
(signed) “Brian Lavergne”
Brian Lavergne
President and Chief Executive Officer
Storm Exploration Inc.
vi
IN THE COURT OF QUEEN’S BENCH OF ALBERTA
JUDICIAL DISTRICT OF CALGARY
IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS
CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED AND IN THE
MATTER OF A PROPOSED ARRANGEMENT INVOLVING STORM
EXPLORATION INC., 1541229 ALBERTA LTD., ARC ENERGY TRUST, ARC
RESOURCES LTD. AND THE SHAREHOLDERS OF STORM EXPLORATION
INC.
NOTICE OF PETITION
NOTICE IS HEREBY GIVEN that a petition (the “Petition”) has been filed with the Court of Queen’s Bench of
Alberta, Judicial District of Calgary (the “Court”) on behalf of Storm Exploration Inc. (“Storm”) with respect to a
proposed arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act, R.S.C. 1985,
c. C-44, as amended (the “CBCA”), involving Storm, 1541229 Alberta Ltd. (“ExploreCo”), ARC Energy Trust (“ARC”),
ARC Resources Ltd. (“ARC Resources”) and the holders (“Shareholders”) of voting common and non-voting common
shares (collectively, the “Common Shares”) of Storm which Arrangement is described in greater detail in the Information
Circular of Storm dated July 16, 2010, accompanying this Notice of Petition. At the hearing of the Petition, Storm intends
to seek:
(a) a declaration that the terms and conditions of the Arrangement are fair to Shareholders;
(b) an order approving the Arrangement pursuant to the provisions of section 192 of the CBCA;
(c) a declaration that the Arrangement will, upon the filing of Articles of Arrangement pursuant to the provisions of
section 192 of the CBCA, become effective in accordance with its terms and will be binding on and after the
Effective Date as defined in the Arrangement; and
(d) such other and further orders, declarations and directions as the Court may deem just.
AND NOTICE IS HEREBY GIVEN that the Court has been advised that its order approving the Arrangement, if
granted, will constitute the basis for an exemption from the registration requirements of the United States Securities Act of
1933, as amended, pursuant to Section 3(a)(10) thereof, with respect to the distribution of the common shares of
ExploreCo, the common share purchase warrants of ExploreCo (but not the common shares of ExploreCo issuable upon
exercise thereof), the trust units of ARC and the exchangeable shares of ARC Resources (but not the trust units of ARC
issuable in exchange therefore) issuable to the Shareholders of Storm pursuant to the Arrangement.
AND NOTICE IS FURTHER GIVEN that the said Petition was directed to be heard before a Justice of the Court of
Queen’s Bench of Alberta, Calgary Courts Centre, 601 - 5th Street S.W., Calgary, Alberta, T2P 5P7, on the 16th day of
August, 2010 at 1:30 p.m. (Calgary time) or as soon thereafter as counsel may be heard. Any Shareholder or any other
interested party desiring to support or oppose the Petition, may appear at the time of hearing in person or by counsel for
that purpose. Any Shareholder or any other interested party desiring to appear at the hearing is required to file
with the Court of Queen’s Bench of Alberta, Judicial District of Calgary, and serve upon Storm on or before
2:00 p.m. (Calgary time) on August 12, 2010, a notice of intention to appear, including an address for service in the
Province of Alberta together with any evidence or materials which are to be presented to the Court. Service on
Storm is to be effected by delivery to the solicitors for Storm at the address below. If any Shareholder or any other
interested party does not attend, either in person or by counsel, at that time, the Court may approve the Arrangement as
presented, or may approve it subject to such terms and conditions as the Court shall deem fit, without any further notice.
AND NOTICE IS FURTHER GIVEN that no further notice of the Petition will be given by Storm and that in the event
the hearing of the Petition is adjourned, only those persons who have appeared before the Court for the application at the
hearing shall be served with notice of the adjourned date.