Prospectus excerpt:  This short form prospectus qualifies the distribution (the “Offering”) of 2,000,000 cumulative redeemable preferred shares, Series C (“Preferred Shares, Series C”) of Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) at a price of $25.00 per Preferred Share, Series C. The holders of Preferred Shares, Series C will be entitled to receive, as and when declared by the board of directors of Birchcliff (the “Board of Directors”) out of moneys of Birchcliff properly applicable to the payment of dividends, fixed cumulative preferential cash dividends at an annual rate of $1.75 per share, payable quarterly on the last day of March, June, September and December in each year (less any tax required to be deducted or withheld by Birchcliff). If any such date is not a Business Day (as defined herein), the dividend will be paid on the next succeeding Business Day. Assuming an issue date of June 14, 2013, the first dividend, if declared, will be paid on September 30, 2013 in the amount of $0.5190 per share. See “Details of the Offering” and “Plan of Distribution”.

The Preferred Shares, Series C will not be redeemable by the Corporation prior to June 30, 2018. On and after June 30, 2018, the Corporation may, at its option, upon not less than 30 days and not more than 60 days prior written notice, redeem for cash, all or any number of the outstanding Preferred Shares, Series C at $25.75 per share if redeemed before June 30, 2019, at $25.50 per share if redeemed on or after June 30, 2019 but before June 30, 2020 and at $25.00 per share if redeemed on or after June 30, 2020 (each, a “Redemption Price”), in each case together with all accrued and unpaid dividends (less any tax required to be deducted or withheld by Birchcliff) to but excluding the date fixed for redemption. See “Details of the Offering”.