Affidavit of Michelle Mcquade

Home , Cadotte Lake, Chipewyan, Driftpile First Nation, Lubicon Lake Band, Swan River First Nation

CLERK'S STAMP FORM 49 [RULE 13.19] CLE.Fik OF THE COU ft FILED p.rf..- • JUDICIAL OUNTRE CAL.,.ii•HY1 COURT FILE NUMBER riv 6ttok)? COURT COURT OF QUEEN'S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY PLAINTIFF(S) PENN WEST PETROLEUM LTD. DEFENDANT(S) BERNARD OMINAYAK; ALPHONSE OMINAYAK; DWIGHT GLADUE; JORDIE SAWAN;BRYAN LABOUCAN; LARRY OMINAYAK; and JOHN and JANE DOES NUMBERS 1 THROUGH 30 DOCUMENT AFFIDAVIT OF MICHELLE MCQUADE

ADDRESS FOR SERVICE AND BENNETT JONES LLP CONTACT INFORMATION OF Barristers and Solicitors PARTY FILING THIS 4500, 855 — 2nd Street SW DOCUMENT Calgary, Alberta T2P 4K7

Attention: E. Bruce Mellett/Laura M. Gill Telephone No.: 403-298-3319 Fax No.: 403-265-7219 Client File No.: 59614-63

AFFIDAVIT OF MICHELLE MCQUADE

Sworn on December j,2013.

I, Michelle McQuade, of the City of Calgary, in the Province of Alberta, SWEAR/AFFIRM AND SAY THAT:

1. I am the General Manager, Health, Safety, Environment and Regulatory of Penn West Petroleum Ltd. ("Penn West"). My responsibilities in this position include relating with regulatory authorities and First Nations, and as such I have personal knowledge of the facts and matters herein deposed to, except where stated to be based on information and belief, in which case I believe such matters to be true.

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2. Penn West is a corporation registered in Alberta, and is engaged in the exploration, development and production of oil and gas in western Canada under the trade name Penn West Exploration.

3. Since November 27, 2013, there has been a roadblock of an access road used by Penn West to transport crews, material and equipment to a well pad site for the drilling of two wells at a surface site on lands described as 3-25-091-13W5 and 4-25-091-13W5 (collectively, "the 3-25 Wells"). This Affidavit is in support of an application to restrain the participants in the roadblock.

Project and Consultation Background

4. Penn West currently is pursuing operations in and around the Sawn and Haig Lake areas of Alberta and has a plan to develop a number of locations consisting of sequential and integrated steps including well site construction, drilling and completion operations (the "Sawn Lake Program"). The Sawn Lake Program includes the 3-25 Wells.

5. The Lubicon Lake Cree is a group of First Nation people which assert aboriginal title and traditional lands in the Sawn and Haig Lake areas (the "Lubicon Cree"). In developing the Sawn Lake Program, Penn West engaged in consultation with the Lubicon Cree, including in regard to the 3-25 Wells in 2011.

6. As described in further detail below, there are currently two groups which claim to properly represent the collective interests of the Lubicon Cree. The first group is the "Lubicon Lake Nation", headed by Bernard Ominiyak. The second group is the federally and provincially recognized "Lubicon Lake Band", headed by Chief Billy Joe Laboucan, and registered with Aboriginal Affairs and Northern Development Canada. Reference in this Affidavit to the terms Lubicon Lake Nation ("LLN") and Lubicon Lake Band ("LLB") refer to the respective leadership groups described above.

7. I am advised by Chris Sillito, Senior Landman for Penn West and do verily believe that the LLN was consulted regarding the site of the 3-25 Wells, as well as the access road to be developed by Penn West for operating in the area. Attached as Exhibit "1" to my Affidavit is a letter dated March 10, 2011 from Alberta Sustainable Resource

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Development, attaching a log setting out Penn West's consultation efforts to date and deeming such consultation to be adequate.

8. On April 4, 2011, Alberta Sustainable Resource Development ("ASRD") issued a License for an Access Road under License of Occupation No. 110648 ("LOC No. 110648"). Attached as Exhibit "2" to my Affidavit is a copy of LOC No. 110648. Penn West subsequently constructed an access road ("the Access Road") on the lands covered by the Licence.

9. On April 30, 2011, ASRD issued Mineral Surface Lease No. MSL 110673 to Penn West for the site of the 3-25 Wells. Attached as Exhibit "3" to my Affidavit is a copy of MSL 110673.

10. On July 27, 2012, Penn West wrote to the LLN advising of its intention to submit formal application to the ERCB for, amongst other things, the 3-25 Wells. Attached as Exhibit "4" to my Affidavit is a copy of the letter dated July 27, 2012 from Mr. Sillito to the LLN.

11. On August 3, 2012, Garrett Tomlinson on behalf of the LLN wrote to Penn West and forwarded a Notice of Objection. A copy of this correspondence is attached as Exhibit "5" to my Affidavit.

12. On September 19, 2012, Penn West submitted its application to the ERCB, including for the 3-25 Wells, by way of letter to the ERCB. A copy of the letter is attached as Exhibit "6" to my Affidavit. The LLN was copied with this correspondence.

13. Through much of 2012, Penn West communicated and met with representatives of the LLN, including Bernard Ominayak, on a number of occasions to discuss issues arising from the Sawn Lake Program. Attached as Exhibit "7" to this my Affidavit is a copy of Penn West's General Communication Chronology with the LLN that was submitted to the ERCB with its application.

14. Attached as Exhibit "8" and "9" to my Affidavit are copies of two letters dated September 14, 2012 from the ERCB to then Chief Bernard Ominayak reviewing the

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objections submitted by Chief Bernard Ominayak with respect to the larger Sawn Lake Program, and advising of the ERCB's intention to issue licenses requested by Penn West.

15. Counsel for the LLN sent correspondence to Penn West dated September 20, 2012, to which Penn West responded on September 27, 2012. Copies of this correspondence are attached as Exhibit "10" and "11" to my Affidavit.

16. On January 30 and 31, 2013, the ERCB issued the well licenses for the 3-25 Wells ("the Licenses"). Attached as Exhibits "12" and "13" to this my Affidavit are copies of the Licenses. Attached as Exhibit "14" is a copy of the ERCB's letter dated January 30, 2013 to the LLN addressing the LLN objections to the licences including the 3-25 Wells.

17. Penn West also obtained well licenses from the ERCB for a number of other wells in relation to the Sawn Lake Program, including a well located at 14-25-091-13W5M (the "Well Licenses").

18. To my knowledge, no subsequent challenge to the issuance of the Licences or the Well Licenses was made to the ERCB or by way ofjudicial review.

Lubicon Elections and New Chief

19. On February 25, 2013, the Government of Alberta notified industry proponents that, pursuant to an election on February 15, 2013, the governments of Alberta and Canada recognized the election of Billy Joe Laboucan as Chief of the LLB. The notice further advised that all active and ongoing consultation with the LLB should be directed to Wayne Auger, the consultation contact appointed by a resolution of Chief Laboucan and the LLB dated February 21, 2013. Attached as Exhibit "15" to this my Affidavit is a copy of an email dated February 25, 2013 from Nicole Braun, Team Lead, First Nations Consultation Approvals Unit, received by Penn West.

20. Since receiving notice of Chief Laboucan's election on February 25, 2013, Penn West has met with Mr. Auger, the recognized consultation contact, on a number of occasions to engage in ongoing communication in respect of Penn West's proposed operations in the Sawn Lake Area, including the 3-25 Wells. Attached as Exhibit "16" to my Affidavit is

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a list of First Nation Consultation Contacts issued by the Alberta Government confirming Mr. Auger as LLB contact as of February 22, 2013, and most recently as of November 7, 2013.

21. On April 2, 2013, Penn West received a letter signed by several members of the LLN including Bernard Ominayak as "Chief' of the LLN. The letter enclosing a "Notice to Industry Proponents" which advises, among other things, that:

(a) The LLN is represented by Bernard Ominayak as Chief; (b) Any attempts to undermine, ignore, or otherwise subvert the laws and customs of the LLN will be understood as "acts of invasion" and that the LLN would "respond accordingly"; and (c) Industry and industry proponents should continue to work with Bernard Ominayak's "Consultation Unit".

Attached as Exhibit "17" to this my Affidavit is a copy of a letter dated April 2, 2013, from Garrett Tomlinson to David Middleton, Executive Vice President of Penn West, enclosing a "Notice to Industry Proponents".

22. Notwithstanding that industry has been directed by Alberta to conduct formal consultations in with LLB under Chief Laboucan, Penn West has continued to communicate with Bernard Ominayak regarding inquiries, and has been prepared to meet with the LLN.

23. Between November 19 and November 25, 2013, Penn West and Bernard Ominayak communicated, including through correspondence. Attached as Exhibit "18" to my Affidavit is a copy of Bernard Ominayak's letter of November 25, 2013, as well as Penn West's letter of November 22, 2013 to which it responded.

24. Penn West was also provided with a "Notice" and "Order and Resolution" of "the Chief and Council of Lubicon Lake Nation", which are attached as Exhibits "19" and "20" respectively to my Affidavit. These documents allege that Penn West is trespassing and refer to an intention to enforce "Lubicon Lake Nation laws to their fullest extent".

25. As recently as November 25, 2013, I and other Penn West personnel met with Bernard Ominayak to discuss their concerns, which involved primarily Penn West's choice of

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contractors for the for the Sawn Lake Program as well as the leadership of the LLN. However, no resolution was achieved. During the meeting, I received a copy of a pamphlet entitled "Operation Frack Off! Penn West Trespass Against Lubicon", a copy of which is attached as Exhibit "21" to my Affidavit. Attached as Exhibit "22" to my Affidavit is a copy of a handwritten note signed by "Ladies of the Lubicon Lake Nation" which was provided to me at the November 25, 2013 meeting.

Roadblock Erected by Members of the LLN

26. On or about November 26, 2013, approximately 18 individuals blockaded a portion of the Access Road in Northern Sunrise County ("the Roadblock"). I am advised by Kim Babb, a Penn West contractor in the area, that the individuals claim to be associated with Bernard Oininayak and the Lubicon Lake Nation, and are objecting to Penn West's activities in the area. These activities currently involve, among other things, the construction of a well pad site for the 3-25 Wells, approximately one kilometre south of the Roadblock. Attached as Exhibit "23" to my Affidavit is a map of the area on which I have circled the approximate location of the Roadblock.

27. On November 26, 2013, a press release was issued under the auspices of "Chief' Oininayak entitled "Lubicon Lake Nation Tells Penn West Petroleum to Frack Off!: Peaceful Occupation of Penn West Petroleum Site Begins" stating that the individuals at the Roadblock intend to remain until Penn West ceases operations. Attached as Exhibit "24" to this my Affidavit is a copy of the press release dated November 26, 2013, accessed from the LLN website on December 5, 2013.

28. I am further advised by Mr. Babb, and do verily believe that initially the participants in this Roadblock allowed traffic to pass at the urging of the RCMP. After November 27, however, traffic has been stopped by the Roadblock and access to the Penn West sites denied.

29. Attached as Exhibit "25" to my Affidavit is a copy of a tweet entitled "#Lubicon build shelter across @PennWestEx access! Ingenuity + tenacity = #FrackOFF" dated

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December 3, 2013 with picture of a shelter built at the Roadblock, accessed from the LLN Twitter page on December 5, 2013.

30. Attached as Exhibit "26" to my Affidavit are two photographs taken by Penn West security employee, Tom Clark. I am advised by Mr. Clark and do verily believe that the photographs were taken by him on December 4, 2013 at approximately 10:00 AM at the Roadblock, and show a structure and vehicles placed across the road by participants in the Roadblock.

31. I am advised by Peter McLelland, Penn West Manager, Special Operations & Risk Control, and do verily believe that he received information from Sgt. Brian D. Bohlken, Detachment Commander of the Peace Regional Detachment of the Royal Canadian Mounted Police (the "RCMP"), that it is unlikely that the RCMP will be able to confirm the identities of the participants in the Roadblock, as those involved have been covering their license plates and providing either fake names or names in Cree that they refuse to spell.

32. The recognized authority for the Lubicon Lake Band, including Chief Billy Joe Laboucan, continue to support Penn West's activities in the Sawn and Haig Lake areas. Attached as Exhibit "27" to my Affidavit is a copy of a letter I received on November 19, 2013 concerning apprehended action by Bernard Ominayak and his associates. Further, I spoke to Chief Laboucan on December 2, 2013. Chief Laboucan advised, and I do verily believe, that he and his Council continue to oppose the Roadblock and any disruption to Penn West's activities in the Sawn Lake area.

33. On December 2, 2013, another press release was issued under the auspices of "Chief' Ominayak stating that the Roadblock, dubbed "Operation 'Frack Off: the Penn West Eviction", will remain in place until Penn West and the Government of Alberta agree to "respect the jurisdiction of the Government of the Lubicon Lake Nation over their lands". Attached as Exhibit "28" to this my Affidavit is a copy of the press release dated December 2, 2013, accessed from the LLN website on December 5, 2013.

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34. I am advised by Jay McNeil, V.P. Sales of Trinidad Drilling ("Trinidad"), and do verily believe that on December 9, 2013 the LLN, through counsel, advised Trinidad, Penn West's drilling contractor at the site of a well in the Sawn Lake Program located at 14-25- 091-13W5M (approximately 1 km from the location of the Roadblock), that Trinidad was trespassing and requested that Trinidad immediately cease all drilling operations.

35. Following the erection of the Roadblock, Penn West also communicated with Alberta Environmental and Sustainable Resource Development (AESRD) and Alberta Energy Regulator (AER) to determine what steps those agencies may take to address the situation. As of the date of this Affidavit, neither AESRD nor AER have taken any formal steps to my knowledge to issue an order to remove the Roadblock.

Access to Wells and Irreparable Harm Caused by Roadblocks

36. The Roadblock is on the Penn West access road under LOC No. 110648. The Roadblock impedes Penn West's ability to conduct and complete its operations at the site for the 3-25 Wells. The Roadblock has stopped Penn West's ability to transport crews and equipment on the Access Road to the 3-25 work site, causing delay in preparing the site for the upcoming drilling operations, completion operations and facility operations.

37. Penn West has taken all possible steps to minimize the impact of the Roadblock on the Sawn Lake Program, including modifying the schedule for the rigs and other aspects of the program. If the Roadblock does not end by December 16, 2013, it will result in delay or loss of production revenues and standby and other costs that are not readily capable of calculation.

38. I am further advised by Mr. Vandersalm that, because of the integrated nature of the overall Sawn Lake Program, delay in the 3-25 Wells will impact Penn West's ability to complete its plan to put four wells on stream by April 2014 breakup.

39. In addition, continuing roadblocks and a halt in the operations of Penn West at the Sawn Lake Program will cause irreparable harm and damage which cannot be readily estimated or calculated, or compensated for any court proceeding.

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40. In the event that the Court is prepared to grant interim injunctive relief to Penn West in the circumstances, Penn West has provided an undertaking as to damages should such damages be subsequently awarded by this Court in favour of the Defendants.

41. I make this Affidavit in support of an application to prohibit and restrain the Defendants and other individuals from erecting or continuing roadblocks in and around the Sawn and Haig Lake areas, and in particular on the Access Road.

SWO R AFFIRMED)BEFORE ME ) at Calgary, lberta, this i ) of De mber, 2013. ) ) ) \' A Commissioner for Oaths ) MICHELLE in and for the Province of Alberta ) ) r-105EFIT D. WOOD ) PrigVditanc100y/Lawyer/Student-At- ) Law )

WSLega1\059614\00063\8322181v16 Room 116, Provincial Building Government of Alberta la 9821 Ave, Bag 90044 Pasco River, Alberta 785 1T4 Sustainable Resource Development Phone:(780) 624-6466 Fs4 (780)624.7124

PCE20110031 March 10, 201) Chris Sililt° Penn West Petroleum Ltd. 207 9 Ave SW Suite 200 Oa!gay, Alberta T2P 1K3

Dear Mr. Sllllto, Re: pROROaRD PAO SITES, ASSOCIATED Access, ANO REMOTE SUMPS IN Sign LAKE fTWP,91tROE13 WW1

Alberta Sustainable Resource Development has reviewed the consultation summary provided by Penn West regarding their proposed pad sites, access, and remote sumps which includes the following lands and/or area: • Seotlons 11, 13, 14, 25, St 36 of 91.134\15

Based on our review, Alberta Sustainable Resource Development has determined that consultation has been deemed adequate for this project as of March 10, 2011 with the following First Nations:

Lubloon Lake Band

The proponent may proceed with application for land activity dispositions as defined within thls project. This letter does not grant any authority for the proponent to make application for any use of land not identified within this letter, Please note that consultation efforts do not conclude with this endorsement and If any Issues arise with First Nations in respect to this project, additional efforts may be required, Should you have any questions, please contact the undersigned at (780),-624.6452,

Regards,

ErtriBook, RPF Forest Officer THIS IS EXHIBIT "A 1 Lands Division referred to in the Affidavit of Peace Area 414.1Z3cLac..

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A Commissioner for Oaths in ancffor the Province of Alberta RoBEFIT,D, wOoD Bai'?ist.or and Solicitor Lands Division Government of Alberta Sustainable Resource Development ronstom Record of Consultation Log Lands(proponent -led consultation) FNCitPCE201113031 First Nation:LusicoN LAKE NATION

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Project Hanle:PROPOSt..0 PAD SITES.ASSOCIATED ACCESS AND REMOTESUMPS LN SAWN LAKE(TIM 91.Rre 13 WSAD

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•N/A Lubicon Lake Nation ••N/A Sent Feb 7, N/A •• NIA 2011 inftial consultation letter, Schedule A and consultation map via email to lubiconlakenation@ tetus_net

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2011 13=aabcr 13=aabcr Feb 25, N/A WA NIA WA Sent Lubicon Lake Nation 2011 Final letter, schedule A and consultation log via express post and fax advising we will be submitting to SRD for adequacy_ Received fax confirmation_ March 1, NIA NIA WA WA Submit to SRD for 2011 Adequacy review_ March N/A WA N/A . WA Called band office and 10, 2011 spoke to Bernard Ominayak_ He confirmed he did receive the project information some time near the beginning of February_ He advised he does not have any concerns with the projects and said it was ok to submft to SRO. March Submit to SRD for 10, 2011 adequacy_

Note: Each Record ofC.onsaitation Log must be specfrtc to a Fast Nation. Ifrauft4Ile First Nations have been consulted, additionalRecord ofConst.dfaliorz logs- mast be sabmitted rs•pan'of the consultalion summary. • Page 3 of3

Dco=bc 1,2010 Lands Division Government of Alberta Sustainable Resource Development Short Term Licence of Occupation

LICENSEE: PENN WEST PETROLEUM LTD.

DISPOSITION NUMBER:LOCI, 10648 TERM;4 years PURPOSE: ACCESS ROAD (OIL AND GAS ONLY)

THIS SHORT TERM LICENCE made in duplicate on the date of approval.

BETWEEN: I1ER MAJESTY THE QUEEN,in right of the Province of Alberta, as represented by the Minister of Sustainable Resource Development (the "Department") -and- PENN WEST PanDLEum LTD.

,(the "Licensee"), WHEREAS:

A. The lands more particularly described in Schedule "E" and depicted in the plan number and version dated 129716 MS,2011.03-24 ,(the "Lands") are public lands within the meaning of the Public Lards Act, R,,SlA, 2000, c, P-40 (the "Act");

B. the Department has authority under the Act and the Dispositions and Fees Regulation, AR, 54/2000(the "Regulations") to grant dispositions on the Lands for purposes specified in the Licence;

C. the Licensee requires access to the Lands for purpose specified in the Licence; and

D. the Department and the Licensee (the "Parties") have agreed that the Licensee should have access to the Lands for the purposes of this Licence,

NOW 'I titUIEFORE the Parties hereto agree as follows:

LICENCE,TERM AND RENT:

Subject to the toms and conditions of this Licence, and in consideration of the fees, covenants, conditions and stipulations herein reserved and contained on the part ofthe Licensee to be paid, observed, performed and ,kept, the Province hereby licences to the Licensee the Lands for a term of 4 years commencing on the date that this Licence is signed by the Department's duly authorized representative unless this Licence is terminated earlier as hereinafter provided, 2. The Licensee shall pay to the Department on the exeoution of this Licence the first year rental chargesplus an additional lump-sum consideration calculated in accordance with Schedule "N'(collectively "the oansideration") and as Compensation for other initial benefits accruing to the Licensee, The Licensee shall pay to the Department the reoceurring annual rent in advance on tile anniversary date in each and every year thereafter during the term of the Licence.

Effective: 2011-04-04 Extirv: 2015.04-03 DianositionNo: 1oa110648

THISIS EXHIBIT " referred to in the Affidavit of MiC.A/Ve_. Mc-a uck de, Savor before t e this da A D. 20 —7) A Commissioner for Oaths in and for the Province, to try ROBERT Vkl• II '~frister and Solicitor Lands Division Government of Alberta Suatalnablo Resource Development Short Term Licence of Occupation

THE LXCENSEE HEREBY COVENANTS A,ND AGREES with the Department as follows: 3, The Licensee shall at all times during the term, perform, observe and comply with all the provisions, obligations and requirements set out in this Licence,the Act, and the Regulations. 4, The Licensee shall pay or cause to be paid to the Department or to such other person duly authorized by the Department in that behalf, the consideration, annual rent and other reserved, charges hereby

5, The Licensee shall enter the Lands and perform the work including, if applicable, preparation, construction, development, operation, maintenance and abandonment and prepare and submit final submissions to the Department in accordance with the time periods and the conditions set out in Schedule "A".

6, The Lands and buildings, structures and equipment erected thereon shall be used by the Licensee solely for the purposes permitted by this Licence, the Act and the Regulations, 7, The Licensee shall not sublet, transfer or assign the Lands or any part thereof without the prior written consent of the Department,

8, The Licensee shall at all reasonable times permit the Department's employees and agents access to the Lands for the purposes of inspection and to ensure compliance with the terms and conditions of this Lieenee, the Act, and the Regulations,

9, The Licensee shall comply with all applicable terms and conditions in Schedules "A","B", "C", "D","E" and "P attached hereto and forming part of this Licence. 10, The Licensee shall comply with all applicable terms and conditions In the Licensee's submission documents, the Upstream Oil and Gas Approval Standards for the Enhanced Approval Process, and the Upstream 011 and Gas Operating Conditions for the Enhanced Approval Process. 1l.The Licensee shall comply with all applicable federal and provincial laws and all applicable municipal by-laws, and shall obtain all necessary permits, licences, authorizations and approvals required when performing its activities on the Lands.

THE DEPARTMENT COVENANTS AND AGREES with the Licensee as follows: 12. The Department apoopts the consideration referred to in clause 2 for the first year of the term of this Licence as full compensation for:

a) damage to or destruction ofthe land necessarily and reasonably incurred by the Licensee in preparing, constructing and documenting development on the Lands, b) severance,

c) injurious affection of other lands of tho Department adjoining the land, and

Bfrootiva: 2011.04-04 Eixoirv: 2015-04-03 D1soosition No: loo110648 Lando Division Government of Alberta Sustainable Resource Dovoiopment Short Term Licence of Occupation

d) nuisance, inconvenience and noise caused by or arising frotn the operations the land. ofthe Licensee on

Acceptance of the above-noted consideration does not absolve or relieve the Licensee obligation from its to indemnify the Department against all actions, claims and demands that the exercise may arise in or purported exercise of its duties, rights, powers and privileges granted under this Licence, and does not absolve or relieve the Licensee from liability to remediate and reclaim the Lands, The Licensee shall at all times use current and best industry practices destruction, to minimize damage, nuisance, ineonvenienee and noise in performing Its operations on the Lands. 13, The Department agrees that the Department has the right to Issue this Licence for the Lands to the Licensee, Subject to the reservations and terms and conditions contained herein, the not in default, Licensee, if has the right to occupy and use the Lands without interruption or disturbance from either the Department or any porson claiming through or under the Department,

CANCELLATION OR EXPIRY OR ISSUANCE O'A REPLACEMENT LICENCE: 14. The Department may eancel this Licence in aocordance with either sections 26 and 27 or 81 ofthe Aot if satisfied that the Licensee has failed to comply with any of the terms or or conditions set out in, incorporated into, this Licence, whereupon all considerations, rents and charges shall to the Department be forfeited and the Licensee shall not be entitled to any compensation for work performed on the Lands or expenditures by the Licensee made incidental to this Licence, 15. Upon cancellation or expiry of the term of this Licence, and if the Department chooses to not issue new licence to replace it, a the Licensee shall at its sole expense within a time period specified by the Department remove all infrastructure and reclaim the Lands to a condition satisfactory Department, to the If the Licensee fails to remove infrastructure and reclaim the Lands to the satisfaction ofthe Department, the Department may perform the work, or have the work performed, on behalf of the Licensee and all resulting charges and costs shall constitute a debt owed to the Crown. 16. Provided that the Licensee has satisfaotorily complied with all applicable provisions, terms conditions of this Licence, and the Act, and the Regulations, the Department may issue to the Licensee a long term licence for a term of not more than 25 years,

INTERPRETATION:

17. The recitals shall form an integral part of this Licence. 18. Any reference to the Act or the Regulations shall include the Act or Regulations as subsequently amended or revised, or any statutes or regulations passed in substitution thereof. 19. All provisions of the Act and Regulations that expiessly or by implication relate to a Licence of Occupation apply to this Licence and shall be read and construed as if the same had been set out incorporated herein, and 20. Where any provisions of the Ad or Regulations conflict with anything contained in this Licence, tho provisions ofthe Act, and then the provisions of the Regulations shall prevail over this Licence

Effective: 2011.04.04 &oh:2015.04-03 Dist:081:10n No: 100110648 Lands Division Government of Alberta Sustainable Resource Development Short Terra Licence of Occupation

21. Ail subsequent approvals, tunendments or waivers Issued by a Department employee responsible for the management of licences of 000upation on the Lands must be in writing,

22, All Appendlees and Schedules referred to and attached herein, and all subsequent approvals, amendments or waivers In writing form part of this Licence,

23, Service of a notice upon the Licensee may be given by personal service, electronic facsimile or ordinary mail sent to the Licensee at the Licensee's last known facsimile number or postal address recorded by the Department, Any notice shall be deemed to have been effectively given on the day delivered or sent by facsimile, or if sent by mail on the fifth day after it was mailed, It Is the Licensee's responsibility to advise the Department in writing of any change in its electronic or postal addresses,

24, This Licence is governed by the laws of the Province of Alberta,

25. The Licensee acknowledges that terms of this Licence, Including the name of the Reolpient, may be subject to disclosure under the Freedom ofliformalion and Protection ofPrivacy Act, R.S,A, 2000, o, P-25, as amended, The Licensee Ittrther acknowledges that Freedom conformation and Protection ofPrivacy Act applies to all information and records provided by the Licensee to the Crown and to any information and records that are In the oustody or control of the Crown, and that by submitting any information and records to the Crown, the Licensee thereby waives any confidentiality or privilege respecting suet] information or records unless the Licensee requests, and the Crown agrees, that confidentiality or privilege be noted on a specific document and sets out reasonable and rational grounds for doing so.

26. This document is your authority to access the Lands. The Licensee shall retain a copy of this Licence on the job site during all phases of nativity, including, if applicable, preparation, construction, development, maintenance and abandonment.

27, An original of this Licence is filed at the offices of Sustainable Resource Development, Land Dispositions Braneh, 9915 108 Street, Edmonton, Alberta. The original will bo used as the authority should any discrepancies arise in content of the counterparts or subsequent copies of the original,

28, By originally submitting its application in which it agreed to be bound by the terms and conditions of any resulting disposition the Licensee Is hereby deemed to have executed this Licence and is hereby bound by all terms and conditions set out in, or Incorporated into, this Licence,

Effective: 2011-04-04 Exttirv; 2015.04-03 DIssoaltion No: loc110648 Lands Division Government of Alberta a Sustainable Resource Development Short Tenn Licence of Occupation SCITEDULE A Administrative Conditions 1. The Holder of the Short Term Licence of Occupation shall comply with the conditions set out in this Schedule "A":

a) The Licensee shall pay to the Department on the execution of this Licence the first year rental charges plus an additional lump-sum oonsideration oaloulated by the Department in accordance with the Department's processes approved by the Minister under Section 9,1 of the Act (colleetively "the consideration") and as compensation for other Initial benefits accruing to the Licensee. The Licensee shall pay to the Department the reoccurring rental on the anniversary date in each and every year thereafter during the term of the Licence,

b) The annual rent Is payable yearly In advance in accordance to the rates established by the Department for the purpose for which this Lease is vented.

c) Payments required by this document are to be made payable to "The Minister of Finance" and may be delivered to the nearest departmental field office, or mailed to:

Sustainable Resource Development Lands Division Main Floor, Petroleum Plaza, South Tower 9915. 108 Street Edmonton, Alberta T5K 2G8

d) The Licensee shall not conduct any activity on the Lands where prior rights have been Issued without the consent of the Licensee of these prior rights. A list of prior and subsisting authorizations and dispositions (prior rights) issued on the quarter sections included in this authority can be purchased from Alberta Energy, Crown Land Data Support, Telephone: 780-422-5727, or the Alberta Energy Website: http://www,energy,goy,akea.

e) Surface rights plot sheets showing net lye dispositions, and individual activity plans can be purchased Elam MS,Main Floor, Petroleum Plaza, South Tower, 9915 -108 Street, Edmonton, Alberta, T5K 2G8, Telephone: 780-413-3380,Fax; 780-413-3383 or Website: http,//www petrosurveys ea

f) The Licensee shall contact the registered trapper, if any trapping areas(TPA) have been issued on the quarter seetions inoluded in this authority, at least TEN DAYS PRIOR TO COMMENCING ANY ACTIVITY, This must be done by registered mall and personal communication follow-up Is strongly recommended, The trappees name and address may be obtained from Alberta Energy, Crown Land Data Support(Telephone: 780-422-5727). For other information concerning registered traplines, contact the Client and Licensing Service, Sustainable Resource Development, Edmonton, Alberta (Telephone; 780-427-5185) upon receipt of this approval. The Lieensee may be responsible for any damage to traps, snares or other improvements.

Effective: 2011-04-04 Bxoirv: 2015-04-03 MoosItIon No: loci 10648 Lands Division Government of Alberta Sustainable Resource Development Short Term Licence of Occupation SCH.EDULE A Administrative Conditions g) Where applicable, the Department may, in addition to any other charges, assess a further charge of50 cents per acre ($1.24 per hectare) on every sore or part sore in this authority to fund the Trapper's Compensation Program, Classification of lands can. be obtained from Alberta Energy, Crown Land Data Support, Telephone: 780.422.5727 or the Alberta Energy Webslto: het//mmenzgmba.

h) The Licensee is responsible for obtaining any necessary federal, municipal and other permits and approvals with respect to this authority.

i) Without restricting the provisions ofseetion 14 of the Dispositions and Fees Regulation, the Licensee agrees to indemnify and hold harmleis the Minister, its employees and agents from any and all third party claims, demands, actions or costs (including legal costs on a solicitor- ()tiara basis) for which the Licensee Is legally responsible, including those arising out of negligence or wilful ants by the Licensee or the Licensee's employees or agents. This hold harmless provision shall survive this Licence,

i) The Licensee shall, at its own expense and without limiting its liabilities herein, insure its operations under a contract of General Liability Insurance, in accordance with the Alberta In,rurance "ict, in an amount not less than $5,000,000 inclusive per occurrence, insuring against bodily Injury, personal injury and property damage inoluding loss of use thereof including all losses, damages and harm that may result from the Licensee's activities and operations on the Lands. The Lieensoo shall provide the Department with acceptable evidence of all the insured prior to the commencement of the Work and shall promptly provide the Department with a certified true copy of each policy upon request,

k) The Licensee acknowledges that these arc the minimum requirements that have been established by the Department, No representation or warranty of any kind is made by the Department as to the oompleteness or suitability of this insurance and the Licensee shall determine and satisfy Itself that it has appropriate and sufflaient coverage to satisfy its own risk and insurance requirements, and to cover its obligations under this Licence.

1) This authorization is granted subject to further amendment by the Department.

2. The Licensee shall obtain prior written authorization from the Department before deviating from an approved sketch or survey plan and/or standard as Identified within this authority,

3. The Licensee shall not in any way alter or modify this document. The Licensee shall immediately advise the Department of any errors or omissions in this document,

Notification to the Department ofentry must occur within 48 hours of slte entry.

5, A final submission must be submitted to the Department by the Licensee within the term of this Licence.

6. The final submission shall include:

Effotivo: 2011.0444 Thtoirv: 2015-04-03 Disposition No: 100110648 Lands Division Government of Alberta Suetalnable Resouroe Development • ' Short Term Licence of Occupation SCHEDULE A Administrative Conditions a) For an application that was submitted with a sketch plan or LiDAR survey, an as built survey plan or

b) For an application that was submitted with e survey plan and the location ofthe site has changed an as-built survey or

c) For an application submitted with a survey plan and the location of the site has not changed an affidavit signed by an Alberta Land Surveyor,

7, Charges calculated under Section 5 of the Dispositions & Fees Regulation will follow under separate cover,

.. • All homes, authorizations and approvals issued under the Alberta Environmental Protection and Enhancement Act, Water Act or Public Lands Act should not be taken to mean the proponent (applicant) has complied with federal legislation, • Proponents should contact Habitat Management, Central and Arctic Region, Fisheries and Oceans, at the appropriate local office as listed below, in relation to the application offederal laws rebating to the Fisheries Act (Canada), • Bow and Parkland Regions (403) 292.5160 • Northern Bast Slopes and Northeast Boreal Regions(780) 495-4220 • Prairie Region (403) 394-2920 • Northwest Boreal Region (780)618-3220

Proponents should also contact the Navigation Protection Program, Canadian Coast Guard, 4253.97 Street, Bdnionton, Alberta, MB 5Y72 Telephoner 28O 49J-6325, relating to the NcTieble Waters Protection Act,

Effective: 2011.04-04 Expiry: 201544.03 Disposition No: 100110648 Lands Division Government of Alberta ■ Sustainable Resource Development Short Term Licence of Occupation SCHEDULE 13 Provincial Approval Standards and Operating Conditions Approval Standards

100.1. Land Management

100.1.1, Location of proposed developments shall where practical be sited as follows, unless alternative siting can be supported by Regulated Industry Standards:

a) Use existing disturbances or be !mated adjacent to existing occupied industrial dispositions,

b) New linear developments shall:

i) Use existing unoccupied linear disturbances (?,4 metres wide),

11) Parallel existing oecuple,d linear industrial dispositions, ill) Apply Integrated Land Management principles bttpillymarthabtum,found under Managing Programs > Integrated Land Management in development planning so that parallel roads closer than 250m are not created, 10012. Locate wellsites and roads outside of natural forest openings(> 10 hectares) such as meadows when planning development aotivities, unless justifiable extra-ordinary conditions require alternative siting and are supported by the Energy Resources Conservation Board (ERCB), the Canadian. Standards Association (CSA)and/or Occupational Health and Safety(OHS) requirements,

100,1,7. Temporary Work Space (as per the Temporary Field Authorization Guidelines at ,http://srd,albertma found under Maps,Po= and Publications > Forms > Lands Forms) shown at the time of application for short term disposition shall be valid for the term of the short term disposition, 100.3. Soil

100.3,1. Permafrost degradation is not permitted.

1003,2. In permafrost areas, the surface shall not be stripped,

100,4. Watercourse/Waterbody

00.4,1, Resource extraction activities on islands and the bed and shore of pernianent waterbodies is prohibited,

100.4,2, Activities shall not interrupt natural drainage (including ephemeral and fens), block water flow or alter the water table.

100.4.4. The following watercourse setbacks for all activities from the edge ofsite or paralleling

Effective: 2011.04-04 Bulky: 2015.04-03 Disposition No: loo110643 Lands Division Government of Alberta a Sustalnubis Resource Development Short Term Licence of Occupation SCHEDULE B Provincial Approval Standards and Operating Conditions linear dispositions shall be followed:

a) Intermittent watercourses shall have a eatbaok of at least 45 metres from the top of the break.

b) Sinai! Permanent watercourses shall have a setback of at least 45 metres from the top of the break,

c) Large Permanent watereourses shall have a setback of at least 100 metres from the top ofthe break.

100,4.5. The following waterbody setbacks for all activities from the edge of site or paralleling linear dispositions shall be followed

a) A minimum setback of45 metres of undisturbed vegetation shall be maintained fivm non-permanent seasonal wetlands,

b) A minimum setback of 100 metres setback from the bed and shore of semi-permanent ponds/wetlands and shallow open water ponds and lakes,

100.4,6, Crossings shall be minimized, unless doing so results in greater disturbance (I.e. footprint hectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities) than creating a new orosslag,

100.4,7, All crossings shall maintain fish passage. Crossings shall be compliant with Alberta Environment's Code ofPractiee under the Water Act; Water (Mlni,sterial) Regulation, 100,6. Provincial Grazing Reserves(PGR)

100.6.1. Activities ate not permitted in fields currently being grazed or in fields scheduled for grazing in the current grazing season, unless the local Land Management Specialist has verified that the activity timing will not interfere with livestock operations.

100,6,2. In areas with Irrigation fields, developments shall be on non-irrigated areas only. 100,63, No activities are permitted on flood-irrigated lands at any time, 100,6.4. Developments on provincial grazing reserves in the Grassland Natural Region must be shed within existing Industrial disturbanoes, cultivated areas or improved (tame) pastures. If developments do occur on native grasslands, they shall follow all approval standards and operating c,onditions of the Grassland and Parkland Natural Region identified in Section 100.10 of the Approval Standards and Section 200.10 ofthe Operating Conditions,

I00.6.5, Developments on provincial grazing reserves in forested areas that cannot use existing industrial disturbance must be located outside of improved (tame) pastures but directly adjoining (1,e, immediately adjacent to) the pasture boundary or the PGR perimeter, Where developments are required within improved (tame) pastures in forested areas that cannot use existing disturbance, they shall be located outside of, and immediately adjacent to any existing leave areas.

Sffeotivo: 2011.04-04 13xoirv: 2,015-04.03 Disoosition No: loo110648 Lands Division Government of Alberta Sustainable Resource Development Short Term Licence of Occupation SCIIEDULE B Provincial Approval Standards and Operating Conditions 100,7. Rocky Mountains Forest Reserve

100,7.1, Lowrie wellsite and assooiated facilities, exoluding pipelines, outside of native grasslands or Identified Unproved (tune) pasture areas, unless doing so results in greater disturbance (I.e, footprint hectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities, additional watercourse mussing). 100.8. Wildlife

100,8.1. Locate activities away from important wildlife features Including mineral licks, raptor nests, active don sites, and hthernaoula by a minimum buffer distance of 100 metres, Puffer distances wil1 be greater for identified sensitive species and features (Subsection 100.9.1.),

100.8.2. Where an Integrated Resouroe Plan or Protective Notation Identifies a greater set baok, the greater sot back shall prevail,

100,83 In areas where limber pine and whitebark pine are encountered follow the following setbacks, High impact aotivities require a 300 metre setback, Medium and low impact activities require a minimum of a 30 metre setback, A description ofHigh, MOCIIIIM and Low risk developments referred to can be found in Appendix') of the Approval Standards, Operating Conditions

200,1. Land Management

200.1,1. The disposition holder shall furnish proof that the holder has compiled with any and all of the provisions of the holder's disposition in a form and time required by the Minister,

200,1.2, Pipeline vegetation removal associated with stop-out or wildcat wells shall not start until it is known that the activity is required based on a producing well.

200,1,4. Locate temporary activities (e.g, largo oarnps, remote'sumps) adjacent to permanent, ail. weather mess or to existing industrial dispositions,

200,1,5, Where aooess control is required by the Approval Standards, the control measures identified below shall be maintained, monitored and their effeotiveness reported on to the SRI) Area Office by March 31" each year after issuance of the final disposition: • earthen berms, • permanent or temporary removal of water orossing structures • banioades • signage • locked gates • manned oheokpoInts • road seourity patrols,

Effeetive: 2011-04-04 rixuirvi 2015-04-03 Disoosition No: lot:110648 Lands Division Government of Alberta s Sustainable Resource Development Short Term Licence of Occupation SCHEDULE B Provincial Approval Standards and Operating Conditions Reports shall be immediate when a selected access control method is found to be ineffective.

200,1,6. Where access control is required by tho Approval Standards, the potential entry point will be signed with the following text:

Notice

Under the authority of the section 54,01 of the Pvblia Lands Act this road Is closed beyond this point for the purpose of • Wildlife Management • Fisheries Management • Water Management • Vegetation Management • Security Unauthorized on-highway motor vehicles are prohibited. Operators or unauthorized vehicles beyond this point may be found guilty of an offence,

Warning: Cate may be locked without warning(NOM rise this llne only {,gate Is used) In ease of an etnergency call: 1-XXX-XXX-)00a

For general inquiries please oall: I.XXX.XXX-X)00(

Commercial Users contact the disposition holder at; Company Phone Number LOC No.11

200,1,7. When gates aro used for access control, the following conditions shall apply:

a) Locked gates shall be constructed at locations and in a manner which will contribute to their effectiveness in preventing access to the road (in combination with applying public aeons restrictions).

b) Gates shall remain closed at all times when not in use.

0) Locks shall be placed in a structure that is designed to protect them ftom being broken.

d) As locks are lost or destroyed, they will be replaced as soon as the disposition holder Is made aware of the need.

e) Gates will be designed to ensure that passage of a 4x4 vehicle Is restricted. This may include the use of barrier rook, berms, ditches, placement of the gate before a bridge or other impediments to travel around the gate. All gates will be installed in such a manner that a safety hazard is not created,

Effective; 2011.04-04 137totrit 2015-04.03 Disposition No: 100110648 Lands division Government of Alberta Sustainable Resource Development Short Term Licence of Occupation SCHEDULE B Provincial Approval Standards and Operating Conditions f) tJse of combination looks is required, Whore this is not possiblo and keyed looks aro used, double looking using nn SRD look is required, (Double looking rofors to a company look and a SRD look on the same gate, allowing each party to pass using their own keys),

g) Disposition Holders will only make combination look changes with prior oordirmation from the Officer in charge.

200,1,8, For non-producing wells, the inaotive portions) of the access road that is lin nediately adjacent to a publio road(s) shall be olosed to highway vehicle traffic within 1 year of well non-production. Method and location of acoess control features shall be provided to the SRD Area offloo in writing,

200,1,9. Any existing hnprovements (e.g. forams, water control structures, and signago) that were damaged as a result of industry activities on the land shall bo repaired and/or replaced to original condition within 30 days or immediately if occupied by livestock,

200,1,10. Road grades and wellsito pads, including cross structures, shall be maintained for proper drainage (i.e. surface rutting is to be graded),

200,1,11. The application of rollback within FireSmart Community Zones shall be determined through the Consultative Notation(CNT) process in SRD.

200,1,12, In addition to tho oporatbtg oonditions in this dooument, all activities shall be coordinated through Energy Industry Control at(780) 842.5850 for aotivIty on Canadian Forces Base/ Area Support Unit, Wainwright and (780)573-'7206 for activity on Canadian Forces Base/Area Support Unit, Cold Lake.

200,1,13, Concurrent construction of a pipeline, wollsito, and acoess prior to provon results shall only be permitted for in-field wells for unconventional developments where a high degree of production certainty can be demonstrated, 200.2. Vegetation

200,2,1, Manage all weeds as per tho Feed Control Act.

2002,2, Vegetation control (mechanical mowing/brush control) along linear ROWs shall not occur between May lay and Ally 310, notwithstanding the need to comply with the Weed ControMot with the following exception: in Grassland and Parkland Natural Regions, vegetation control between May 14 and July 31$1 for vehicle access, is limited to mowing no more than a 4 metre area centered on the driving lane.

200.2,5. Application of chemioal methods shall not occur within 30 metres of any watorbody or watorcourso, unless otherwise authorized,

200,2,6, All equipment used shall be °loaned to be free of woods.

Effective: 2011-04-04 Expiry: 2015-04-03 DiscosltIon loci 10648 Lands Division Government of Alberta Sustainable Resource Development Short Term Licence of Occupation SCHEDULE B Provincial Approval Standards and Operating Conditions 200,2.7. When reseeding use only seed that meets or exceeds Certified 1.11 as outlined in the Canada Seeds Act and Seeds Regulations. Seed used shall be ergot free or cleaned for removal of ergot bodies, Seed mixes are to be free of the species listed in the ined Control /lot. A seed analysis for eaoh species shall be provided, to SRD, upon request. 2002.8. When reseeding with native seed, seed shall be ergot free or cleaned for removal of ergot bodies, Seed mixes shall be free of the species listed in the Weed Control Act, Native seed shall not include any of the following agronomic species: timothy, Kentucky blue grass, creeping rod fescue, smooth brome, orested wheatgrass, meadow brome, Dahurian wildRye, perennial ryegrass, Russian wildRye, Altai wildrye, alfalfa, sweet clover, deer rnlikvetch, and Kura clover. A seed analysis for eaoh species shall be provided, to SRD, upon request.

200.2.9, Revegetation with trees or shrubs within the Green Area shall be consistent with the Alberta Forest Genetic. Resource Management and Conservation Standards Manual located on the SRD web site at hitastitglicaloa> Managing Programs > Forest Management Manuals & Guidelines,

200.2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD, 200,3. Soil

200.3.1, Activity shall be suspended during adverse ground conditions.

200.3,2, Soil and surface erosion and sedimentation shall be prevented and controlled on all disturbed lands.

2003.3, Soil shall not be removed from the disposition unless authorized,

200.3,4. Where soli stripping occurs, salvage all topsoil. Soil horizons A and B must be stripped and stored separately. Store topsoil separately from, subsoil and woody material, such that it ean be distributed evenly over the disturbed area for progressive (interim) and/or final reolamation,

200,3.5. For forested lands, where topsoil is less than 15 centimetres, conservation shall include the topsoil plus the B-horizon up to a depth of15 centimetres unless the B-horizon is considered unsuitable(chemically or physically).

200.3.6, Storage piles/windrows shall not encroach into adjacent standing thnber, 200.3.7, Disposal pits, required in connection with the activity, shall be located in impermeable soil. Where impermeable soil is not available, impermeable talks may be used to colleot all waste and then dispose of at an authorized waste disposal faollity, 2003.8, Soil sterilants are prohibited,

2003.11, Soil rutting shall not occur on minimal disturbance sites.

2003.12, In permafrost areas, utilize snow (natural or man-made) to establish a level surface,

EffeotIve: 2011-04.04 Esuirv: 2015.04-03 Diseesition No: loo110648 Lands Division Government Of Alberta ■ Sustainable Resource Development Short Term Licence of Occupation SCITEDULE B Provincial Approval Standards and Operating Conditions 200.4. Watercourse/Waterbody

200,4,1, Aotivitles shall not result In the deposition or placement of debris, soil or other deleterious materials into or through any watercourse and/or watorbody, or on the lee of any watercourse and/or watorbody.

200.4,2, Keep watercourse crossings free of accumulated debris or ice that could irnpodo the flow of water and subsequently cause erosion.

a) Remove lee-dams from culverts, Culverts plugged with ice are to be re-opened to prevent flooding over the road, through the ditch, or around the crossing structure during spring thaw,

b) Removo debris that compromises water flow immediately upstream from or under crossing structures.

200.4.3, The organic, soil layer and lessor vegetation will not be stripped from portions of the disposition not needed for the road grade on approaches to watercourse crossings, 200,4,4, Where crossings have been removed, the bank or shoreline of all affected watercourses snd/or waterbodios shall be immediately stabilized and/or alterations or modifications to the bank or shoreline shall be restored, 200.4.5, Access for water withdrawal requires a Temporary Field Authorization approval,

200.4,6, Bridge abutments shall not constrict the normal watercourse channel. Bridge spans shall extend beyond stream banks and abutment walls,

200.4,7, Water from roads, ditches and bared soil surfaces are not to be permitted to drain directly into watercourses, Where vegetatod buffers alone do not retard water and sediment movement effixitively, appropriate obstructions (o.g logs, rooks, mounds)or sediment control structures shall be installed to dissipate the flow of water and capture sediment prior to entering the watercourse.

200,4,8. Wateroourse structures shall be maintained to prevent sedimentation and erosion, 200.4.9, Erosion oontrol measures (e,g. silt fences, matting, gravel, and cheek dams)shall be installed and maintained. 200,5. Reclamation

200.5.1, Conduct progressive reclamation and Interim oloan-up, including built but rtot drilled sites, for the wollslte and all associated disturbanoes(log decks, remote sumps, campsites, borrow sites, etc) of that disposition as per External Directive SD 2010-02 Progressive Reclamation and Interim Clean up found on the SRD vvobsite hapidymi.saLalbertlea/ under Maps,Forms & Publications > Directives > Lands,

BffootIvo: 2011.04-04 anIrvi 2015-04-03 D1nosition Not loo110648 Lands Division Government of Alberta m Sustainable R000urao Development Short Term Licence of Occupation SCH 14,DULE B Provincial Approval Standards and Operating Conditions 200,6.2. For final reclamation, follow tho 2010 Reclamation Criteria for Wellsites and Associated Facilities located httpilivvww,envIrenmatollIeri under Lands > Peoorarn 8c Services > Reclamation 8sRemediation > Upstreatn Oil & Gns as updated or amended. 200,6. Provincial Grazing Reserves(FGR)

200,6,1. Access is permitted during frozen or dry-ground conditions only,

200,6.2. Contnot the lapel Land Management Specialist prior to entry onto the reserve to verify that timing of the nativity will not interfere with livestock operations.

200.6.3. No activity shall occur during livestock take-in or take-out dates,

200,6,4, Once the field has been grazed, and is no longer scheduled for the remainder of the grazing season, activities are permitted with approval ofthe local Land Management Specialist,

200.6.5. If the location of an nativity prevents livestock access to identified watering facilities, provide permanent or temporary reliable and clean alternate water source(s),

200.6,6, All fence line crossings along access routes shall use appropriate structures (e.g. cattle guards, gates) so cattle cannot escape.

200,6,7. Fences surrounding oil and gas activities are required in grazing pastures within the POP, as follows:

a) All welisites within pastures, excluding: Bow Island, Lonesome Lake, Hays,Pinhorn, Sage Creek, Seven Persons, Purple Springs and Twin River, unless otherwise directed by a Land Management Specialist, b) During construction,

c) Revegetating of the disturbed site,

200,6,8. Fencing locations shall be reduced to the immediate surroundings ofthe infrastructure/ facilities once construction Is complete and once the disturbed area is revogetated (interim reclamation),

a) Damaged existing perimeter pasture fences, shall be repaired or rebuilt to the asset specification standards ofthe PGR Fence Specifications,

200.6.10, Where borrow material is required and the end product Is a dug-out, a 2,5 centimetre aperture size goo-grid shall be installed to 9 metres in from the edge on both end slopes. The top end of the gee-grid shall be dug in 1 metre,folded over, and reburied, a) 30 centimetres of 5 cm crushed gravel shall be laid over-top of the goo-grid.

Effective: 2011-04.04 Exoltv: 2015-04-03 Disposition No: lool 106413 Lands Division Government of Alberta• Sustainable Resource Development Short Term Licence of Occupation SCHEDULE B Provincial Approval Standards and Operating Conditions b) Salvage to topsoil: Spare subsoil shall be spread, with topsoil distributed over top, Disturbed area shall be seeded in accordance with the Weed Control Act,

a) All borrow pits should be built at a 4:1 slope on both ends, 2:1 slope on the sides and at minimum, 21 x 55 x 5 metres in size.

200.6,11, Progressive/Interim reolatnation to pre-oonstruotion vegetation community types is required once construotion of permanent facilities is complete, Reduce/minimize the fenced area around the disposition (footprint) after the area has been successfully revegetated.

200,6.12. Culverts shall be beveled on both ends to minimize injury to livestock, Riprap shall be placed around culvert ends,

200,6,13. Log storago and hauling on tame pasture allowed only during frozen-ground conditions,

200.6,14, Water removal from dugouts, surface ponds, springs, or water wells is not permitted within the grazing reserve unless approved by a Temporary Field Authorization, 200.7. Rocky Mountains Forest Reserves

200.7.1, As per section 21 of the Forest Reserve Regulation, allotment holders must be contacted,

200,7.2. If the location of activity prevents livestock access to identified watering facilities, provide permanent or toniporary, reliable and clean alternate water source(s).

200.7.4, Water removal from dugouts or developed springs is not permitted unless approved by a Temporary Field Authorization, 200,8, Wildlife

200.8,1. All activities shall follow the industrial practices in the Albertal3ear- annanLonfliet lYtaallieatentatalta..(Appendix A).

Effective: 2011-04.04 Expiry: 2015.04-03 DIseesition No: loc110648 Lands Division Government of Alberta m Sustainable Resource Development

License of Occupation (LOC) SCHEDULE C

Landscape Analysis Tool Report 0000006333 Page 1 of 6

Time: 10:07 12 AM

LAT Number; 0000006333

LAT Date; 2011.02-25

Project Name: Penn West 3.25-91-13-W5

Project Description;

Disposition Type: License of Occupation (LOC) Activity Type: Class In Road (CLS3RD)

Disclaimer: The information provided within the LAT Tool is 41 spatial representation of features provided for land use planning. The accuracy of these layers varies depending on the resource value being represented, Ground-truthing is required to ensure that the applicant will meet the applicable Integrated Standards and Guidelines,

EffeotIve: 2011-04-04 linirv: 2015.04-03 DlapositionNol loc110648 Lands Division Government of Alberta a Sustainable Resource Development License of Occupation (LOC) SCHEDULE C

Landscape Analysis Tool Report 0000006333 Page 2 of 6

Northern Sunrise Coun

Dalshowa-Marubeni ntemational Ltd, (East)

INTO11e.191 ifiktkittrO

EffectIvo; 2011.04-04 Exoirv: 2015-0443 Disnositiaa No; loo110648 Lands Division Government of Alberta Sustainable Resource Development License of Occupation(LOC) SCHEDULE C

Landscape Analysis Tool Report 0000006333 Page 3 of 6

...... --...Sensitive Features IMIEUMMOOPEMOMMKNNNISSIMMNIMMITMEN' rr'r-.-,-,.,...-51t,.i.,-..,ra .r . viTgl'araittireie 1 ,,„ fIrf*u' P''1',Te'.'':w''401.ialtrirA- fir‘rålliti TVA ReTplk.F"'"rAN(714x4 :14 Na II, . .3,Mit-f.X. ,.. 1 -,q1..ek,SlatitU1 s - ,— ...., li' 1 ..„1,.A.,- •-t.g.,.,ows:„,..-,1%,%,.- ',".-::;s4f1..1--',17,i -. J ,,L,yeega„7Areas. ,L1a,- :41.(4.•:•-it!,,.„„• , ,,,.,,i....--1 ,,VisT, ,-• A,reategSagelgroOs" o :., .:,f. 't, i ligiteRricte, e 6.: .„ . ensitive,,Repto,Sang.,.41e,,, -e.r J No - li,,, o-•,),,:,1‘;15-.0,14‘,, -0-,,,iow.i44::, .. .4y,04,0E0,4:4., s. .:.,:-'.',V;:: ...... i .4 ...... ,-e.44-2$,-(wei,..k,,A ,,,,, ‘c.,,•,, ,,,k.,..,,, '. e .;k,- i -0,CblonlealiestinglOirds urrowing 04r1 Ran No 1 'Pi N'10,011010:604, M , .,,,,,,,,p..,-.r.,1 A rY ' ,-,- f.FMN51..-4,V,..,...,01,..,.,. k SensILlitelSnaRejSaclek:. ,g,-...'',,:all,.:.-::''' V. ,11 *.p..-.A,..alia.:ft- ,:mgpb-,.:r •;.,••••;1., .." ...Atli, ..z-thiA Y,:i1,1 ' 44. it .)'MR'Y1„ .1ko btri..,i':.'flq- o arp„dalled.Grouse Rarige:f;N No r. d. .41 4P' • ' ,-1, tii.....-Ns,m,,,,,p,,.4 . , • 'A. Y P''''''''t1"'t .0.1.e ,,,,, AE. ''''''V'Ir4'.. liWaa3g p+A,,,rigVi-oVA: ,...- ) SWIff-Fek .R.ang Na ''' rP* s- angaroo -3 RgiRange Na ..,v,--41:--- ' - iN,,-- -,,• ;) ,r li , .., .... . Stet:S d 'ameallilzb 7'14 iiiV-44F4g ikcli-*S1, Itf-iiit'. • 4.•".4 ,,' r.pinNo P overAWaterbodies No -.'=',' :5' Tr-33 :i 4.4 P;PA=.-,} -,p...,1",=.4-1,2Y''''Va ...,..: , • ---v.‘.1„A ,i ' '''" e z&- -.o.s..,,.... , .-,-.e,<. <-.:v, ...,!.;:v,,, I ..;:,tk,,, 41 ensItive; mphl lans, . 1,,-74Endangeredkan 4 4 v.', -ve,warAv.,j, 0 +.1-..& Is. -144.z.r,...... 1, V.4-445.2.1, I No 1 ..-, -1 Rapciest reatenediRlants4Ranges ,.-x <Ø ,..„.„ ( ' „ .0`ic,V.MT. Iv, ... •F.47 71.:- ,--`-r v""Vs.tif-EttA,.. ,• e:4;:ta:',,,W.',,?1,' \,..,...,,,elAensitivelan,,I,.., -,. Na .i,.....,---.2-...y. <- n anaeredSoed a nouZpr_te I No T -vne.:*P ,--- -.,41Nn N. 2;F•fli:ORI ...... _ . — 1 :1.t.-.OJIA:Ifi,ia1 -4 .; Hu yiBeaniZone No 6 ' 1... terrumpater4wam-,-.,4,0cuz,-*:ftt.V.r-z-4:"4:7,- No s ,•'. I,. a erbo es/Watercourse, .- 4 . . ,, i Ic` ' aNgi'',1''..e 1. • - r40.1Arizo--,-ivawki-AiV:k5;re,?..;(:W peclalfAcces.st ti No j,-.4,-..,#,...w---Key-Wilalifeen1,--,,,-31..,1, -37„, , Na RA014..";-,..!.'1/- -0.,-,.'t r,_,,„„,,,.n., .„, p 19.41yersityiZonesw‘,„"r..-4, <21.f,y2-a-Alreakui•rg.,.(4.1!-- ,- .,::1,0k.0;??., r ,.11 - i.kix.570,4"-,MAINViliii,x,m3-,....Yi4zP::iiib• qatOr,-, ir ''''.' .41 Industry will ensure that the WatercOurse/Waterbodles P,toxfm 6 standards and h conditions as defined within the Integrated Standards and Guidelines are , ,- ftW-gt-% tjeTi?...<,- 62.,..-dY•• followed, To ensure these setbacks and buffers are addressed and - I ''' . maintained, It Is edi 4 recommended that a pre-site assessment occur. ,<:.Kii!Liii- -§,0iffilf-tii-AWKif:tiliitiir iarioiir,r.4061(iif:tti44,!. -.":---: :,1 ;- - ,,,.„,„,,'• -.;4:fi:r.; r1).'-'1‘Wlf*.o.,%79t rass an Iantir ,oriiAl .,a u

Bfroptive; 2011-04-04 nxpliv: 2015-04-03 Disposition No; loo110648 Lands Division Government of Alberta 0 Sustainable Resource Development License of Occupation (LOC) SCHEDULE C Landscape Analysis Tool Report 0000006333 Page 4 of 6

Quarter Section Township Range Meridian Sensitive Features by Quarter Section Ilmimmasa•••••• ••••••••••.••••••• ,.,.*..z,:ai:rd:"Ix??;":rsei ',.:e gy...„si,;;... .. ivo. vd:'.,. • '''' 1';: q NWIs 25 vi- 91 i ,,,,, ., '1''r`"(f ,.. 5r „..,t , A ji '- - ., - - „ Mit...6„!,.e2.15,;.:1,3,.., i, :-.. :,..1.94,2.4 :;,.. '13.4 Ai', ?i44Se./.5f.-.- --,4 1-14. '0-. I:. . SW '( 6 V' 9 '''

. g ' ,,. I% ; L 13 ' :IA.

Effective; 2011-04-04 Expiry; 2015.04-03 Disposition No: tool 10648 Lands Division Government of Alberta Sustainable Resource Development License of Occupation(LOC) SCHEDULE C

Landscape Analysis Tool Report 0000006333 Pap 5 or 6

IIW35 41 13 4 HE 3601135 ItW 36 1/1 1 I3 • NE 30 61 130 IVIN 31 41 12 5 P 1 Lebond h.• 'N, quarter ; L__J ATS Section SW36 41 10 OE 30 01 13 6 05430Ø1`195 ... $&31101 13 5 '0y,i51 41 125 gm DIOS OonAate . , DIOS ApplIcallona .f I 1:=1 ATS Tbwnefilry ") — Perennial Stream 47 Indollnato Stream ,)!6.,' 4.1,;.'1 ": .3 6 +, ReCurring Stream 11W20 01 10 6 14 20 41 13 6 ii . HE 26 41 136 ilW30 4112 6 ..• SpIllway r` Q00000 A' -- Aqueduct • / i / --- Canal .—. Ditch rh , • Permit' Oxbow ,.. .., S' 001135 •0a2001 13 8 C, — Recurring Oxbow 65 25 01 12 5",, SW306112 4 Camel E'i \s —, P'''''"'""` Ea Dugout • konold -- . , [7:1 lalands i i 1 e..: [sri. Lagoon .e' n, 11W 23 61 13 4 r, , i I. En Perennial take 110 2351135 HW24 41 135 ‘‘. 11E24 Di 15 ,„^', t s Hvos 01 12 5 j- Remitting Lake , , .1, Perennial Oxbow , 0'.4 / .4 I krAvj Recurring Oxbow ,41123EVP'6 ' Se li'l 1 5sW1061In'75W 24 41 13 fi t ,50 24,Di 10 , quarry r."1 Reaervolt River 1:26,8 95 Ramulamonz"___=0,,,, tetn11,,HI S:,n Motors rm.: 0 375 750 Wetland 1,500 2,250 3,000

Effeotive; 2011-04-04 &aim 2015-04-03 DisuosItion loo1106413 lands Division Government of Alberta Sustainable Ftesourne Development License of Occupation (LOC) SCHED ULE C Landscape Analysis Tool Report 0000006333 Page 6 of 6 Sensitivity Approval Standards and Operating Conditions

Effeativa: 2011.04.04 Bx0Irv: 2015.04-03 DIsoosltion No: 1°0110648 Government Lands Division of Alberta m Sustainable Resource Development Form Datoc Sep 0, 0010 Schedule 1) Application Supplement - Access

The appropriate supplement form must be submitted for each surface disposition application. AU blanks must either be filled in or 'N/A, noted where applicable,

Failure to fill out the document and form(s) completely win result in the application being rejected.

A. Access Denription

1. Access width AO m and type of access; 0 class ❑ Class II E Class III

0 Class IV ❑ Class V 1: Class VI

2. Will padding of the access occur? P Yes (3 No

3. Topsoil handling/Topsoil stripping width;(Cheek the appropriate boxes for initial and final access) M Minimal surface disturbance(no stripping) ❑ El Snipping g Singh) Lift Two Lift 0 Other Top cot1 will be stripped frotuge,R,O,W. and stored along the etmstruotion p top so11 will, cve r s gut d • rt;1 c-tra I o rtlo of the ,Portiothtljuit cross over Lower grood froatusiterlal.to heAdmilgraiiigP419, Yi.P141220..iti Lamont tO,the soceSs,

Explain if more than one box has been checked,

4, If this Access requires access controls as per the integrated Standards and Operating Conditions, define the type of access control that will be implemented on this access, •Theztoicet is not within any wifctlikies that requires'acceo p9ntrpl nraurr„,%, .6,1 a result, ganwi:000di0011) Velit-balia0;

5, Based on the land search of the affected lands, as defined within the Integrated Standards and Operating Conditions, ware any Reservations/Notations or Regional plans noted that require additional mitigation?

Provide any additional mitigation or direction as provided within the plan/notation or from the supervising Area, Blimp 23, 2011 L.9.61,oughirancitsgitgart ruomdigiLLUG,A0. lands NA proJeot is to oc,opv., Alog t A.4101.1i an allibmitehampLeiatsla.abilIgy13,2011djui imellinlestgeetaL481m391,AttepsEt qd310( itiquifyjmy POPPriat

6, identify the date that your Historical Resources search was completed geptember ,2,p1.0 edition of %Mint of Mato,* Mrtitnimy

If present, what Is the Historical Resource Value(IERV) of the affected lands? Not Listed 0 l 02 El 3 ❑ 4 Ej5

If HRV is 1.5, an 'Application for Historical Resources Act Clearance' must be submitted to the Cultural Facilities and Historical Resource Division (cnartn) of Alberta Community Development,

Effective; 2011.04-04 Rxrdrv: 2015-04.03 DisnositIon No;100110648 Schedule D Application Supplement— Access

Date submitted dot tokiT4 aahnavyryy

Note: Activities on land that has an IRV of4 or 5 may require n Historical Resources Impact Assessment (HRIA),

13. Watercourse Crossings 1, Do you plan to install any watercourse crossings that ore exempted for notification to AENV as per the Code of Practice for Watercourse Crossings. D Yes El No. If No', you do not need to fill out the fable below, If'Yes', identify the watercourse crossings within the table below. .._ Crossing Crossing Culvertfiltidge WaMr• Specify If Class of Number Method Size Diameter course slze restricted Waterbed) LS» , (mm)x length Class So Twp RP 1\"4 activity period train COP (m) (1.4) (ddinuntyyyy) (A,13,C,D) initial From X Final To Initial From X Final To . Initial. From X • Final To Initial From X Final To Initial From X Final . To

Any Notice approved as per the requirements under the Code of Practice for Watercourse Crossings are to be attached to the electronic application submission,

Effective: 2011.04-04 13xoirv: 2016.04-03 Disuosition No: loo110648 Lands DivMon Government of Alberta • Sustainable Resource Development SCHEDULE E Lands SRO PLAN, NUMBER'129716 MS, 2011-03.24 PURPOSE: ACCESS ROAD (OIL AND GAS ONLY)

AdeoWLands:

Qtr/LS Sec Twp Rge Mer Qtr/LS Sec Twp Rge Mer SW 25 91 13 5 NW 25 91 13 5 SW 36 91. 13 5

2011.03-24 08:54:26 MDT

EITotIve: 2011-04-04 8xoirv: 2015-04-03 Disposition 14P: loan 0648 NOVV THERE ORE the Department has by its duly authorized representative exeouted this disposition on the date noted below

\:\

Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource Development Dirootor, Public Lands Act

UserName: lindtsagan Title: Supervisor Date: Monday,04 April 2011, 03:19 I'M Mountain Daylight Time Meaning: Authorization for Land Disposition

affective: 20114444 nxoirv: 2015-04.03 DIsnosition No: loo110648 Lands Division Government of Aliaerta Sustainable Resource Dovelopmont Short Term Mineral Surface Lease

LESSEE: PENN WEST PETROLEUM LTD,

DXSPOSIT1ON NUM6ERIM S1`11°673 TERM:4 years PURPOSE; WELLSITE

THIS SBORT TERM LEASE made In duplicate on the date of approval.

BETWEEN: ITER MAJESTY THE QUEEN In right of the Province of Alborta, as represented bY-tlie Minister of Sustainable Resource Development (the "Department") -and- • PENN WEST PETROLEUM LTD.

,(the "Lessee"),

WHEREAS:

A. The lands more particularly described In Schedule'V and depicted in the plan number and version dated 129716 MS,2011.03-24 ,(the "Lands") are publio lands within the moaning of the Public Lands Act, MA,2000, c, P-40 (the "Act");

E. the Department has authority under the Act and the Dispositions and Fees Regulation, A.R. 54/2000 (the "Regulations") to grant dispositions on the Lands for purposes Incidental to the taking or working of certain of the mines and minerals contained in or underlying the Lands;

C. the Lessee has the right to, or the right to work, certain dam mines and minerals contained in or underlying the Lands;

D. the Lessee requires access to the Lands for purposes incidental to the taking or working of the said mines and minerals; and

E. the Department and the Lessee (the "Partite) have agreed that the Lesse,e should have access to the Lands for thepurposes of this Lease,

NOW TBIEREFOR11 the Parties hereto lime as follows; '

LEASE;TERM AND RENT:

. Subject to the terms and conditions of this Lease, and in consideration dale foes, covenants, conditions and stipulations heroin reserved and contained on the part oftho Lessee to be paid, observed, performed and kept, the Province hereby leases to the Lessee the Lands for a term of4

Effective: 2011-04-20 Expiry: 2015-04.19 Disposition No: MSI,110673

THIS IS EXHIBIT referred to in the Affidavit of

&S.e—akiaete--- .•- ..... Swor ?he this .t_

A D 20IS

A Connuissiour for Oaths in and for 1110nirDoe,414/Nbrb ?ODES 1;,, 11-.Irrisier andSolicitor Lands Division Government of Alberta Sueta'noble Re:set:roe Development Short Tenn Mineral Surface Lease

a) damage to or destruotion of the land nccessarily and reasonably Moulted by the Lessee in preparing, constructing and documenting development on the Lands,

b) severance,

c) injurious affection of other lands ofthe Department adjoining the land, and

d) nuisanoe, inconvenience and noise caused by or arising from the operations of the lessee on the land.

Acceptance of the above-noted consideration does not absolve or relieve the Lessee from its obligation to indemnify the Department against all actions, claims and demands that may arise in the exercise or purported exercise ofits duties, rights, powers and privileges granted under this Lease, and does not absolve or relieve the Lessee front liability to remediate and reclaim the Lief:W.-The LeSted tinia tiSe-Onffent andl5esrliniustry-practices to"rnirtimim-damage, -- destruction, nuisance, inconvenience and noise its performing its operations on the Lands.

I3, The Department agrees that the Department has the right to lease the Lands to the Lessee. Subjeot to tho reservations and terms and conditions contained herein, the Lessee, if not it) default, has the right to occupy and use the Lands without interruption or disturbance from either the Department or any person olaiming through or under the Department,

CANCELLATION OR EXPIRY OR ISSUANCE OF A REPLACEMENT LEASE:

14, Thu Department may cancel this Lease in accordance with either sections 26 and 27 or 81 ofthe Act if satisfied that the Lessee has failed to comply with any of the terms or eonditions sot out in, or incorporated Into, this Lease, whereupon all considerations, rents and charges shall be forfeited to the Department and the LOB= shall not be entitled to any compensation for work performed on the Lands or expendithros by the Lessee made incidental to this Lease,

I S, Upon cancellation or expity of the term of this Lease, and ifthe Department chooses to not issue a new mineral surface lease to repine() it, the Lessee shall at its sole expense within a time period specified by the Department remove all infrastructure and reclaim the Lands to a condition satisfhotory to the Department. If the Lessee fails to remove infrastructure and reclaim the Lands to the satisfaction of the Department, the Department may perform the work, or have the work performed, on behalf of the Lessee and all resulting charges and costs shall constitute a debt owed to the Crown.

16, Provided that the Lessee has satisfactorily complied with all applicable provisions, terms and conditions of this Lease, the Aot, arid Regulations, and provided the Lessee has provided to the Department a final submission referred to in Schedule "A" that is satisfactory to the Department, the Department may issue to the Lessee a long term mineral surface lease for a tens of not more than 25 years,

INTERPRETATION:

17, Tho recitals shall fon an integral part of this Lease.

Effective: 2011.04-20 Expiry: 2015.04-19 Disposition No: M8L110673 Lands Division Government of Alberta Sustainable Resource Development Short Term Mineral Surface Lease

18. Any reforenoe to the Act or the Regulations shall include the Aot or Regulations an subsequently amended or revised, or any statutes or regulations passed in substitution thereof.

19. All provisions of the Act and Regulations that expressly or by implication relate to a IVIineml Surfaco Lease apply to this Lease and shall be read and construed an if the same had been set out and Incorporated herein.

20, Whore any provisions of the Aot or Regulations conflict with anything contained in this Lease, the provisions of the Act, and then the provisions of the Regulations shall prevail over this Lease.

21. All subsequent approvals, amendments or waivers issued by a Department employee responsible for the management of surface activity on the Lands must be in writing.

22, All Appendices and Schedules referred to and attached herein, and all subsequent approvals, atnendments or waivers in writing form part of this Lease,

23, Service of a notice upon the Lessee may be given by personal service, electronic facsimile or ordinary mail sent to the Lessee at the Lessees last known facsitnile number or postal address recorded by the Department, Any notice shall be deemed to have been effectively given on the day delivered or sent by facsimile, or if sent by mail on the fifth day after it was mailed. It Is the Lessee's responsibility to advise the Department in writing of any change in its electronic or postal addresses.

24. This Lease is governed by the laws date Province of Alberta.

25, The Lessee acknowledges that terms of this Lease, including the name of the Recipient, may be subject to disclosure under the Freedom ofInformation and Protection ofPrivacy Act, R.S.A. 2000, a. P-25, as amended. The Lessee further acknowledges that Freedom ofInformation and Protection ofPrivacy Act applies to all information and records provided by the Lessee to the Crown and to any information and records that are in the custody or control of the Crown, and that by submitting any information and roords to the Crown, the Lessee thereby waives any confidentiality or privilege respecting such information or records unless the Lessee requests, and the Crown egos, that confidentiality or privilege be noted on a specific document and sets out reasonable and rational grounds for doing so,

26. This document Is your authority to mess the Lauds and provides the right to, or the right to work, pertain of the mines and minerals contained in or underlying the Lands. The Lessee shall retain ft copy of this Lease on aleph site during all phases of activity, including, iCapplicable, preparation, construction, developtnent, maintenance and abandonment,

27, An original of this Lease Is filed at the offices of Sustainable Resource Development, Land Dispositions Branch, 9915 • 108 Street, Edmonton, Alberta. The original will be used as the authority should any discrepancies arise in content of counterparts or subsequent copies of the original.

28. By originally submitting its application in Which it agreed to be bound by the terms and conditions of any resulting disposition the Lessee is hereby doomed to have exeouted this Lease and is hereby bound by all terms and conditions sot out in, or incorporated into, this LefISO.

Bffeeilve: 2011414.20 Bxelrv: 2015-04.19 Disnesition No: MSL110673 Lands Division Government of Alberta Sustainable Resource Development Short Term Mineral Surface Lease SCHEDULE A Administrative Conditions 1, The Holder of the Short Terns Mineral Surface Lease shall comply with the conditions set out it: this Schedule "A":

a) The Lessee shall pay to the Department on the execution ofthis Lease the first year rental charges plus an additional lump-sum consideration calculated by the Doparttnent in aceordance with the Department's processes approved by the Minister under Section 9,1 of the Aot (colleotively "the eonsideration") and as compensation for other initial benefits accruing to the lessee, 'The Lessee shall pay to the Department the reoccurring rental on the anniversary date in each and every year thereafter during the term ofthe Lease.

b) The annual rent is payable yearly in advance in accordance to the rates established by the Department for the purpose for whioh this,Lease-is granted: •

a) Payments required by this document are to be made payable to "The Minister of Finance" and may be delivered to the nearest departmental field office, or mailed to:

Sustainable Resource Development Lands Division Main Floor, Petroleum Plaza, South Tower 9915 - 108 Street Edmonton, Alberta T5K 208

d) The Lessee shall not conduct any aetivity on the Lands where prior rights have been issued without the oonsent of the holder of these prior rights, A list of prior and,subsisting authorizations and dispositions (prior rights) issued on the quarter sections ineluded in this authority can be purchased from Alberta Energy, Crown Land Data Support, Telephone: 780-422-5727, or the Alberta.Energy Website: http://www,energy,gov,alea,

e) Surface rights plot shoots showing :lobe dispositions, and individual aotivity plans can be purchased from MS,Main Floor, Petroleum Plaza, South Towee, 9915 - 108 Street, Edmonton, Alberta, T5K 208, Telephone: 780-413-3380, Fax: 780-413-3383 or Website: I 11 AdiA

t) The Lessee shall contact the registered trapper, if any trapping areas(TPA) have been issued on the quarter sections included in this authority, at least TEN DAYS PR OR TO COMMENCING ANY ACTIVITY, This must be done by registemd mail and personal communication follow-up is strongly recommended, The trapper's name and address may be obtained from Alberta Energy, Crown Land Data Support(Telephone: 780-422-5727), For other information eoneerning registered traplines, contact the Client and Licensing Service, Sustainable Resource Developsnent, Edmonton, Alberta (Telephone; 780-427-5185) upon receipt of this approval, The Lessee may be responsible for any damage to traps, snares or other improvements,

Effective: 2011.04-20 Mph:2015-04-19 DlsnosltIon No: MS1,110673 Lando Division Government of Alberta Suetainable Resource Development Short Term Mineral Surface Lease SCHEDULE A Administrative Conditions g) Whore applicable, the Department may, in addition to any other charges, assess a further charge of 50 cents per acre ($1.24 per hectare) on every acre or part acre in tbis authority to fund the Trapper's Compensation Program. Classification of lands can be obtained from Alberta Energy, Crown Land Data Support, Telephone: 780_422-5727 or the Alberta Energy Website: /AAA " f t r I

It) The Lessee is responsible for obtaining any necessary federal, municipal and other permits and approvals with respect to this authority,

i) Without restricting the provisions of section 14 ofthe Dispositions and Fees Regulation, the Lessee agrees to indemnify and hold harmless the Minister, its employees and agents from any and all third party claims, demands, actions or oosts (Including legal oosts on a solicitor.. client basis) for which the Lessee is legally responsible, Including those arising out of negligence or wilful acts by the Lessee or the Lessee's employees or agents. This hold harmless provision shall survive this Lease,

j) The Lessee shall, at its own expense and without limiting Its liabilities heroin, insure its operations under a contraot of Oenoral Liability Insurance, in accordance with the/fiber/a Insurance Act, in an amount not less than $5,000,000 inclusive per commence, insuring against bodily injury, personal injury and property damage including loss of use thereof ineluding all losses, damages and harm, that inay result from the Lessee's activities and operatic= on the Lands, The Lessee shall provide the Department with acceptable evidence doll the insured prior to the commencement of the Work and shall promptly provide the Department with a certified true copy of each polioy upon request,

k) The Lessee acknowledges that these are the minimum requirements that have been established by the Department. No representation or warranty of any kind is made by the Department as to the completeness or suitability of this Insurance and the Lessee shall determine and satisfy itselfthat it has appropriate and sufficient coverage to satisfy its own risk and insurance requirements, and to cover its obligations under this Lease.

l) This authorization is granted subject to further amendment by the Department.

2. The Lessee shall obtain prior written authorization from the Department before deviating from an approved sketch or survey phut and/or standard as identified within this authority.

3. The Lessee shall not In any way alter or modify this document. The Lessee shall immediately advise the Department of any errors or omissions in this document,

4. Notification to the Department of entry must occur within 48 hours of site entry.

5. An as-built final submission must be submitted to the Department by the Lessee witltin the term of this Lease,

Efibetivo: 2011-04-20 Bxrolpit 2015-04-19 DIsoosItion No: MS1,110673 Lando Divlolon Government of Alberta Sustalnablo Ramiro Llovolopment Short Term Mineral Surface Lease SCHEDULE A Administrative Conditions 6, The as-built final submission shall inolude:

a) For an applioation that was submitted with a sketch plan or LIDAR survey, an as built survey plan or

b) For an application that was submitted with a survey plan and the location of the site has changed an as-built survey or

c) For an application submitted with a survey plan and the location of the site has not changed an affidavit signed by an Alberta Land Surveyor,

- Charges calculated.under.. Section 5 ofthe Dfspo,ritfotish.F,eesiRegulation.will followitinder_separate. cover.

All licences, authorizations and approvals issued under the Alberta Environtnental Protection and Enhancement Act, Water Act or Public Lands Act should not be taken to mean the proponent(applicant) has complied with federal legislation, Proponents should contact Habitat Management, Central and Arctic Region, Fisheries and Oceans, at the appropriate local office as listed below, hi relation to the application of federal laws relating to the Fisheries Act(Canada), • Bow and Parkland Regions(403) 292.5160 • Northern Bast Slopes and Northeast Boreal Regions (780)495-4220 • Prairie Region (403) 394-2920 • Northwest 13orettl Region (780) 618-3220

Proponents should also contact the Navigation Protection Program, Canadian Coast Guard,425397 Street, Edmonton, Alberta, T6J3 5Y7, Telephone:(780) 495-6325, relating to the Navigable Waters Protection Act. •

Effective: 2011.04-20 Expiry: 2015.04-19 Disuositionlgo M31,110673 Lando 'Alston Government of Alberta Sustainable Rooftree Development Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions Approval Standards

Land Management

100.1.1. Location of proposed developments shall, where practical, be sited as follows, unless alternative siting oat be supported by Regulated Industry Standards;

a) Use existing disturbaaoes or be located adjacent to existing occupied industrial dispositions.

o) New wellsites

i) Use existing, unoccupied, disturbances that are within 250 metros ofthe proposed drill location.

ii) Locate the proposed wellsite adjacent to codsting occupied industrial dispositions that are within 250 metres of the proposed drill location.

100.1.2. Locate) wellsites and roads outside of natural forest openings(> 10 hectares)such as meadows when planning development activities, unless Justifiable extra-ordinary conditions require alternative siting and are supported by the Energy Resources Conservation Board (ERCB), the Canadian Standards Association(CSA) and/or Ocoupational Health and Safety(OHS) requirements.

100.1.3. The following welisite sizes shall apply, unless alternative sizing can be supported by Regulated Industry Standards:

a) Single rig sites shall not exceed 110 metres x 100 metres or equivalent area(1.10 hectares),

b) Double/Triple rig sites with loss than 5 metres of elevation difference from any corner to the well centre shall not exceed 120 x 120 metres or equivalent area (1.44 hectares).

• c) Double/Triple rig sites with greater than 5 metres of elevation difference)from any corner to well centre shall not exceed 130 x 130 metres or equivalent area(149 hectares).

d) Single-well pads upgraded to a multi-well pad (with existing foilities) may be extended up to 0.72 hectares to accommodate the second well centre; additional well centres may be cleared up to 0.18 hectares,

Effective: 201104-20 Exult-v:2015.04-19 Disposition No: MS1,110673 Government of Alberta • sustainabiokosourooDovewpmontLands Division Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions e) Horizontal (unconventional) well pad sites with less than 5 metres of elevation difference from any eorner to well centre shall not exceed 130 metres x 130 metres or equivalent area (1,69 heetares).

100.1,4. The difference in elevation from well centre to any corner ofthe wellslte shall not exceed 10 metres of out/fill, unless alternatives can be supported by Regulated Industry Standards,

100.1.7. Temporary Work Space (as per the Temporary Field Authorization Guidelines at http://srdAlheraa,found under Maps,Forms and Publications > Forms > Lands Forms) shown at the time of application for short term disposition shall be valid for the term of tiro shot~t'terrti-disposition: --.„ ..„.. • . _ 100.3. Soil

100.3,1. Permafrost degradation is not permitted.

100,3,2. In permafrost areas, the surface shall not be stripped. 100.4. Watercourse/Waterbody

100.4,1. Re,90111.00 extraction activities on islands and the led and shore of permanent waterbod[es is prohibited.

100.4.2. Activities shall not interrupt natural drainage(including ephemeral and fens), block water flow or alter the water table.

100.43. Wellsites and pipeline installations shall not be constructed within 15 metres of an ephemeral waterbody or ephemeral watercourse,

100.4,4, The following watercourse setbacks for all activities from the edge of site or paralleling linear dispositions shall be followed:

a) Intermittent watercourses shall have a setback of at least 45 metres from the top of the break,

b) Small Permanent watercourses shall have a sotbaok of at least 45 metres from the top of the break,

e) Large Permanent watercourses shall have a setback of at least 100 metres from the top ofthe break,

Effective: 2011-04-20 Expiry: 2015-0449 Disnosition No: MIA 10673 Lands DivMon Government of Alberta Sustainable Resourso Dovelopmont Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions 100,4.5. The following waterbecly setbacks for all activities from the edge of site or paralleling linear dispositions shall be followed; a) A minimum setback of 45 metres of undisturbed vegetation shall be maintained from non-permanent seasonal wetlands,

b) A minimum setback of 100 metres from the bed and shore of semi-permanent ponds/ wetlands and shallow open water ponds and lakes.

100,4.6, Crossings shall be minimized, unless doing so results in greater disturbance footprint hectares) and/or negative environmental Impacts (e.g. Impacting landscape sensitivities) than creating a now orossing.

100,4.7, All crossings shall maintain fish passage. Crossings shall be compliant with Alberta Enviromnent's Code ofPractiee under the Water Act,. Water (Ivlinisterial) Regulation. 100,6, Provincial Grazing Reserves(PGR) 100,6.1. Activities are not permitted in fields currently being grazed or in fields scheduled for grazing in the current grazing season, unless the local Land Management Speoialist has verified that the activity timing will not interfere with livestock operations.

100.6.2. In areas with litigation fields, developments shall be on non•irrigated areas only,

100.6.3. No activities are permitted on flood-Irrigated lands at any time,

100.6.4. Developments on provincial grazing reserves la the Grassland Natural Region must be sited within existing industrial disturbances, cultivated areas or improved (tame) pastures. If developments do occur on native grasslands, they shall follow all approval standards and operating conditions of Grassland and Parkland Natural Region identified In Section 100.10 of the Approval Standards and Section 200.10 of the Operating Conditions,

100.6.5. Developments on provincial grazing reserves in forested areas that cannot use existing industrial disturbance must be located outside ofimproved (tame) pastures but directly adjoining (1.e. immediately adjacent to) tho pasture boundary or the PGR perimeter, Where developments are required within improved (tame) pastures in forested areas that cannot use existing disturbance, they shall be located outside of, and immediately adjacent to any existing leave areas.

100.6.6. Kleskun Lake provincial Cirazing Reserve - Wellsitc pads shall be built to a minimum elevation of 657,5 metres above sou level and a solid perimeter clay berm be maintained at a minimum level of658,3 metres,

Effeativo; 2011-04-20 Expiry: 2015.04-19 Pluposition MSL110673 Lands Division Government of Alberta Sustainable Resource Development Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions

100.7. Rocicy Mountains Forest Reserve

100,7,1, Locate wellsite and associated facilities, oxoluding pipelines, outside of native grasslands or identified (tame) pasture areas, unless doing so results in greater disturbance (i.e. footprint hectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities, additional watercourse crossing), 100.8. Wildlife

100,8,1, Looate activities away from important wildlife features including mineral licks, raptor nests, active don sites, and hibernacula by a minimum buffer distatioe of 100 metres, distanceswill be greater for identifieStinSItit/eitpocia'and leatures•(Subsection— ...... 100.9.1,),

100.8.2. Where an Integrated Resource Plan or Protective Notation identifies a greater sot back, the greater set back shall prevail,

100.8.3 In areas where limber pine and whitebark pine are encountered follow the following setbacks, High impact activities require a 300 metre Setback, Medium and low impact activities require a minimum of a 30 metre setbacit. A description ofHigh, Medium and Low risk developments referred to oan be found in Appendix B ofthe Approval Standards. . Operating Conditions

200.1. Land Management

200,1.l. The disposition holder shall flindsh proof that the holder has complied with any and all of the provisions of the holder's disposition in a form and the required by the Minister.

200.1.2. Pipeline vegetation removal associated with step-out or wildcat wells shall not start until It is known that the activity is required based on a producing well,

200,1,4. Locate temporary activities (e.g. large camps, remote sumps) adjacent to permanent, ail, weather accoss or to existing industrial dispositions.

Eftective: 2011-0420 rtalrv; 2015-04.19 Disnesition No: Mal 10673 Landa Division Government of Alberta ■ Sustainable Resource Development Short Term Mineral Surface [ease SCHEDULE B Provincial Approval Standards and Operating Conditions 200.1,6. Where access control is required by the approval standards, the potential entry point will be signed with the following text:

Notice

Under the authority of the section 54.01 ofthe Public Lands Act this road is closed beyond this point for the purpose oft • Wildlife Management • Fisheries Management • Water Management • Vegetation Management • Security Unauthorized on-highway motor vehicles are prohibited. Operators of unauthorized vehicles beyond this point may be found guilty of an offence.

Warning: Gate may be locked without walling(NOTE; use this line only (fgate is used) xn oaso of an emergency cell: 1-XXX-XXX-XXXX

For general inquiries please call; 1-XXX-XXX-XXXX

Coinmeroial Users contact the disposition holder at: Company Phone Number LOC No.ii . , . 200.1.7. When gates are used for access control, the following conditions shall apply:

a) Looked gates shall be constructed at locations and in a manner which will contribute to their effectiveness in preventing access to the road (in combination with applying public access restrictions).

b) Oates shall remain closed at all times when not in use,

o) Looks shall be pined In a structure that is designed to protect them from being broken.

d) As looks are lost or destroyed, they will be replaced es soon as tho disposition holder is made aware ofthe need.

o) Gates will be designed to ensure that passage of a 4x4 vehicle is restricted. This may include the use of barrier rock, berms, ditches, placement of the gate Wort) a bridge or other impeditnents to travel around the gate. All gates will be installed in such a manner that a safety hazard is not created. f) Use ofcombination locks is required. Where this is not possible and keyed looks are used, double looking using a SRD lock is required. (Double locking rethrs to a

Effective: 2011-04-20 Expiry: 2015.04-19 Distiositlon No; MSL110673 Lands Division Government of Alberta a Sustainable Resource Development Short Term Mineral Surface Lease SCHEDITLE B Provincial Approval Standards and Operating Conditions company lock and a $RD look on the satne gate, allowing each party to pass using their own keys).

g) Disposition Holders will only make combination lock changes with prior oonfnmation front the Offloer in charge.

200.1.8. For non-producing wells, the inactive portion(s) ofthe access road that is immediately adjacent to a public) road(s) shall be closed to highway vehicle traffic within 1 year of well non-production, Method and location of woos control features shall be provided to the MID Area Office in writing.

- 200.1,9, - Any existing improvements (0,g. fbnces, water control structures, and signage) that Were damaged as a result of industry activities on the land shall be repaired and/or replaced to original condition within 30 days or immediately if occupied by livestook.

200,1.10. Road grades and wellslte pads, including cross structures, shall be maintained for proper drainage(IA surface rutting is to be graded).

200,1,11. The application of rollbaok within FiroStnart Community Zones shall be determined through the Consultative Notation(CNT) pronoss in SID.

200.1.12, In addition to the operating conditions in this document, all activities shall be coordinated through Energy Industry Control at(780) 842.5850 for activity on Canadian Forms Base/ Area Support Unit, Wainwright and (780) 573-7206 for activity on Canadian Forces Base/Area Support Unit, Cold Ltdto,

200.1.13, Concurrent construction of a pipeline, wellslte, and access prior to proven results shall only be permitted for in-field wells for unconventional developments where a high degree of produotion certainty can be demonstrated, 200.2. Vegetation

200,2.1. Manage all weeds as per the Weed Control et

200,2,2. Vegetation control (rneehanioal mowing/brush control) along linear ROWs shall not occur between May Pi and July 318>, notwithstanding the need to comply with the Weed Control Act with the following =option: in Grassland and Parkland Natural Regions, vegetation control between May 1.01 and July 3Pi for vehicle access, is 1hnited to mowing no more than a 4 metre area centred on the driving lane.

200,2.5. Application of ohemical methods shall not mut'within 30 metres of any watorbody or watercourse, unless otherwise authorized

200.2.6. All equipment used shall be cleaned to be free of weeds,

Effective: 2011.01-20 Bxuirv: 2015-04-19 Disosition No; MSL110673 Lands Division Government of Alberta ■ Sustainable Resource Development Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions 200.2.7. When reseeding use only seed that meets or exceeds Certified #1 as outlined in the Canada Seeds.at and Seeds Regulations, Seed used shall be ergot free or cleaned for removal of ergot bodies, Seed mixes are to be free ofthe species listed in the Weed Control Act. A seed analysis for each species shall be provided, to SRD,upon request,

200,2.8. When reseeding with native seed, seed shall be ergot free or cleaned for removal of ergot bodies, Seed mixes shall be free ofthe species listed in the Weed Central Ad. Native seed shall not include any of the following agronomic, species: timothy, Kentucky blue grass, creeping red fescue, smooth brome, crested wheatgress, meadow brome, Dahurian wildrye, perennial ryegrass, Russian wildryo, Altai wIldiye, alfalfa, sweet clover, Cieer millcvetch, and Kura clover. A seed analysis for each species shall be provided, to SRD, upon request.

200.2,9, Revegetation with trees or shrubs within the Green Area shall be oonsistent with the Alberta Forest Genetic Resource Management and Conservation Standards Manual located on the SRD website at littpArd,alberta,ea > Managing Programs > Forest Management Manuals & Guidelines.

200,2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD, 200.3. Soil

2003.1. Aotivity shall be suspended during adverse ground conditions.

200,3.2. Soil and surface erosion and sedimentation shall be prevented and controlled on all disturbed lands,

200.3.3. Soil shall not be removed from the disposition unless authorized.

2003,4. Where soil stripping occurs, salvage all topsoil. Soil horizons A and 13 must be stripped and stored separately. Store topsoil separately from subsoil and woody material, such that it can be distributed evenly over the disturbed area for• progressive(interim) and/or final reclamation,

200.3.5. For forested lands, where topsoil is less than 15 centimetres, conservation shall include the topsoil plus the F3-horizon up to a depth of 15 centimetres unless tbell.horizon is considered unsuitable (chemically or physically).

200,3.6. Storage piles/windrows shall not encronch into adjacent standing thither.

200.3.7. Disposal pits, required in connection with the activity, shall be located in impermeable soil. Where impermeable soil is not available, impermeable tanks may be used to collect all waste and then dispose of at an authorized waste disposal facility, 200,3.8. Soil sterilants are prohibited.

200,3,10. Backfill and level remote sutnps/disposal pits upon completion of operations or treatment of waste.

Effect( VQ: 2011-04-20 Expiry: 2015-04.19 Disposition No: MSL110673 Lands Division Government of Alberta • Sustainable Resource Development Short Terxn Mineral Surface Lease SCIIEDU:LE B Provincial Approval Standards and Operating Conditions 2003,11, Soil rutting shall not nem on minimal disturbance sites.

200.3.12. In permafrost areas, utilize snow (natural or man-inade) to establish a level surface, 200.4. WatercourseiWaterbody

200.4.1. Activities shall not result In the deposition or placement of debris, soil or other deleterious materials into or through any watercourse and/or waterbody, or on the ice of any watercourse and/or watorbody,

200.4,5. Access for water withdrawal requires a Temporary Field Authorization approval.

200.4,7, Water from roads, ditohes and bared soil surfaces shall not be permitted to drain dircotly into watercourses. Where vegetated buffers alone do not Mad water and sediment movement effectively, appropriate obstructions(e.g., logs, rooks, mounds)or sediment control structures shall be installed to dissipate the flow of water and capture sediment prior to entering the watercourse.

200.4.9, Erosion control measures (e.g, silt fences, matting, gravel, and eheck dams) shall be installed and maintained. 200.5. Reclamation

200,5.1. Conduct progressive reclamation and interim elean-up, including built but not &Mod sites, for the wellsite and all associated disturbances (log decks, remote sumps, campsites, borrow sites, etc) of that disposition as per External Directive SD 2010-02 Progressive Reclamation and Interim Clean up found on the SF.D websitehttp://vvwvv.srd,albortma under Maps, Forms & Publications >Directives> Lands,

200,5.2. For final reclarnation;follow the 2010 Reclamation Criteria for Wellsitos and Assooiated Facilities locateethltp;/./vrvvw,environmea.alherta.cat under Lands> Program & Services > Reclamation &Remediation > Upstream-Oil & Gas es updated or amended, 200.6. Provincial Grazing Reserves(P R)

200.6.1, Access is permitted during frozen or dry-ground conditions only.

200.6,2, Contact tho loeal Land *Management Specialist prior to entry onto the reserve to verify that timing of the activity will not interfbres with livestock operations.

200,6.3. No activity shall occur during livestock take-In or tako-out dates.

200,6.4, Once the fiold has been grazed, and is no longer scheduled for the remainder of the grazing season, aotivities are permitted with the approval of the local Land Management Specialist.

Effeetive: 2011.04-20 Bxeirv: 2015.04-19 Disposition No: MSL110671 Lands Division Government of Alberta in Sustainable Resource Development Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions 200,6,5. lfthe location ofactivity prevents livestock access to identified watering facilities, provide permanent or temporary reliable and clean alternate water source(s).

200,6.6. All fence lino crossings along acoess routes shall use appropriate structures (e.g, cattle guards, gates) so cattle cannot escape.

200,6,7. Fences surrounding oil and gas activities are required in grazing pastures within the?OR as follows:

a) All wellsltes within pastures, excluding:)3ow Island, Lonesome Lake, Hays, Pinhorn, Sage Creek, Seven Persons, Purple Springs and Twin River, unless otherwise directed,by a Land Management Specialist, b) During construction,

Revogetating of the disturbed site,

200,6,8, Fencing locations shall be reduced to the Immediate surroundings of the infrastructure/ facilities once construction is ootnplete and once the dishu•bed area is rovegetated (interim reclamation),

a) Damaged existing perimeter pasture fences, shall be repaired or rebuilt to the asset specification standards of the PGR Fence Specifications,

200.6,10, Where borrow material is required and the and product is a dug-out, a 2,5 centimetre aperture size gem-grid shall be installed to 9 metros in from the edge on both end slopes, The top end of the goo-grid shall be dug In 1 metre, folded over, and reburied,

a) 30 centimetres of5 am crushed gravel shall be laid overtop of the goo-grid,

b) Salvage to topsoil: spare subsoil shall be spread, with topsoil distributed over top. Disturbed area shall be seeded in accordance with the Red Control Act.

c) All borrow pits should be built at a 4:1 slope on both ehds, 211 slope on the sides, and at minitnum, 21 x 55 x S metres in size,

200.6,11. Progressive/Interim reclamation to pre,-oonstruction vegetation community types is required onoe construction of permanent facilities is cotnplete. Reduce/minimize the fenced area around the disposition (footprint) after the area has been sucoessfhlly revogetated,

200,6.13. Log storage and hauling on tame pasture allowed only during frozen-ground conditions,

200,6,14. Water removal from dugouts, surface ponds, springs, or water wells is not permitted within the grazing reserve unless approved by a Tetnparary Field AuthorizatiOn.

liffbotive: 2011-04.20 Expiry: 2015-04-19 Disoosition No: NISL110673 Lands Division Government of Alberta 0 Sustainable Ftesoures Dovelopmont Short Term Mineral Surface Lease SCHEDULE B Provincial Approval Standards and Operating Conditions 200.7. Rocky Mountains Forest Reserves

200.7,1, As per section 21 attic Forest Reserve. Regulation, allotment holders must be oontaoted.

200,7.2. lithe location of an activity prevents livestock access to identified watering facilities, provide permanent or temporary, reliable and clean alternate water source(s),

200.7.3. Fences shall be built In grazing areas to keep livestock from entering the welislte during drilling and production phases.

200.7,4. Water removal from dugouts or developed springs is not permitted unless approved by a ----- Temporary.Field Authorization. _ 200.8. Wildlife

200,8,1, All activities shall follow the industrial practices in the Alberta Boar. Human Conflict Management.Strategy (Appendix A).

Effeetive: 2011-04-20 Expiry: 2015-04-19 Disposition No: MSI.,1 10673 Lands Division Government of Alberta ■ Sustainable Resource Development

Mineral Surface Lease(MSL) SCHEDULE C

Landscape Analysis Tool Report 0000006334 Page 1 of 6

Time: 10:07 15 AM

LAT Number: 0000006334

LAT Date: 2011-02-25

Project Name: Penn West 3-25-91-13-W5

Project Description:

Disposition Type mineral Surface Lease (M$L) Activity Type: Multlpad Well (MULTLPAD)

V114.1.610/1/0 N Disclaimer: The Information provided within the LAT Tool is a spatial representation of features provided for land use planning. The accuracy of these layers varies depending on the resource value being represented. Ground-truthing Is required to ensure that the applicant will meet the applicable Integrated Standards and Guidelines.

Efibotive: 2011-04-20 BxDirv: 2015.04-19 DIsnositionNo: MS1,110573 Lands Division Government of Alberta Sustainable Resource Davelopment Mineral Surface Lease(MST) SCHEDULE C Landscape Analysis Tool Report 0000006334 Page 2 of 6

Base Features

Bfreotivo; 2011-04-20 8xnlry: 2015-04-19 Disoosition No: MSL110673 Lands Division Government of Alberta • Sustainable Resource Development Mineral Surface Lease(MSL) SCHEDULE C

Landscape Analysis Tool Report 0000006334 Page 3 of 6

Sensitive Features

1:4-Vtti;f:

Vx;_f,11:651 No41:c'irr `0.11NriiMils

ppclaie,qessrZone

Industry will ensure that the Watercourse/Waterbedies standards and cpridltio ns as defined within the Integrated Standards and Ouldellnes are 9:followed, To ensure these setbacks and buffers are addressed and ,QmaIntained, It Is recommended that a pre-site assessment occur. 4,-,,,,varmannvvvill..M INv...,v1 ....t...... ,Za4,,v,/,..*.v4.44.41..vh.v one ailrr Parkland Naitiral Gras and,a nd ,47:rk'n-4-154:1511ordWitireirlaTraTRZOr,V4 v1-.1s1

Effeotiyo: 2011-04-20 Expiry; 2015.04-19 Disposition No: M51,110673 Lands Division Government of Alberta • Sustainable Ilesouroe Development nwortre, Mineral Surface Lease(MSL) SCHEDULE C

Landscape Analysis Tool Report 0000006334 Page 4 of 6

Quarter Section Township Range Meridian Sensitive Features by Quarter Section Oraorrl Warr Armor.

Bffeotive: 2011-04-20 Exulry: 2015-04-19 Dim sitIon No: MSL110673 Lands Division Government of Alberta • Sustainable Resource Development Mineral Surface Lease (1VISL) SCHEDULE C

Landscape Analysis Tool Report 0000006334 Page 5 of 6

Logerici ATS Quarier SootIon grill Dips Coracle tue CADS Applleallune rai ATS Townehlp — Perennial Strom Indelinnla Stream rieourrinu Stream — Spillway — Aqueduct Canal bitch Poranlal Oxbow - Recurring Oxbow aral Glutei um Dugout a le afiel0 telancle M Lagoon Perennial Lake r=1 Reourring Lake kRgi Perennial Oxbow ago Recurring Oxbow Quarry [Li Reservoir ,E.1 River 1:13,742tolc --„...ner,==w0====.--zrammagym Meters 0 05 g Wetland 100 380 570 700

Effbetive: 2011-04.20 Rohl,: 2015-04-19 Disposition No: 11181,110673 Lands Division Government of Alberta • Sustainable Resource Development Mineral Sur face Lease(MSL) SCE-HEDGE C Landscape Analysis Tool Report 0000006334 Page 6 of 6 Sensitivity Approval Standards and Operating Conditions

Effective: 2011.0420 Expiry: 2015-04-19 Dinusition No; MS1,110673 Lands Division Government of Alberta a Sustalnablojtotjeurco Elevolopment Perm bate; Hap 0,2010 Schedule I) Application Supplement — Sites & Installations

The appropriate supplement form:nut be submitted for each surface disposition application. MI blanks must either be filled In or( N/A' noted where applicable. Failure to fill out the document and form(s) completely will result In the application being rejected.

A. Site InfortnatiOn

1. Well type: El 011 Sweet Gas 0Sour Gas 1:1 Coalbed d Single Mnitl.well (R'8) Methane Well pad pad 0 Other

2. Rig size: 0Single El Double 0Triple 3. Well depth. 1600m vertical then 109 horizontal:it

4. Flare requIrentents for drilling: 050 m 035 m 025 to

0 Flare pit El Flare tank 0 Flare stack.

5. Number of zones to be completed/produced 2 Inter.well spacing gm,

6. Construction is proposed under the following soil conditions (check the box that applies): L3 Frozen ❑ Nort.Frozen 0Other- Explain:

7. Disturbance typo? Minimal Surface Disturbance Ej 'Vegetation/Root Mat Removal The extreme my offtler eXtft(gc ins( onto lower zronnel, The notiorit.v oftite lease is, on NO; myna

8.'Elevation: 0 > 5 Meters Ei <5 Meters

9. Will padding of the vellsite occur?.. El Yes I:0 No, aolgia N cor ter to tall/ opetpTqw,e,7zrOnn(1, The.anolot, Atilmiew,IR o, 00.1011

10. Specify associated developments/dispositions that may be required A$ n result of this disposition. 0Power lino 0Pipeline 0 Compressor 0Metering Station g Access • 0Other Lase will be accessed from a V.W.P.1.4.1)0stcl access, That acceuYdiLla.ta common corridor that will be used to aecoss anothar Wm in 14-25-91-13-W5.

11. Based on the land search of the affected lauds, as defined within the Integrated Standards and Operating Conditions, were any Reservations/Notations or Regional plans noted that require additional mitigation?

Effective; 2011-04-20 Bxoirv: 2015.04-19 Disposition No: MS1,110673 bohedule b:AgplicatIpt: supplement—BitesIlatIons

Provide any additional mitigation or direction us provided within the plan/notation ox from the supervising Area. Pehrom2LalliMasivrsh„Acklasearch and PW1V115 search did not identify any concerns, Lastly, itlilltaT4Pqr1O-Do otikilibat111449.1).0.111§,A;------

12. Identify the date that your Historical Resources search was completed March 2Q11 gtittion of "Listing of lilsjoAeksomee_ sdinun/yyyy If present, what is the Historical Resource Value(HU) of the affected lands? El Not Listed 01 0 3 El 4 El 5

If DRY is 1.5, an 'Application for Historical Resources Act Clearance' must be submitted to the Cultural racilities and Historical Resource Division (CITIRD)of Alberta Community Development. Date submitted Not required &ilium/my

Note;Activities on land ti bfliiii ari}IRV-of 4-or 5'ittay'require a Historical neSOUVCAS illtpact.Assessxnent.------(STRIA).

B. Access now will the site be accessed? (Check boxes that apply)

Ej Existing access held under disposition or Jurisdiction (Specify disposition number and owner): El New disposition(LOC) El Access included in this application. Note: If access IS part of the site and installation application, an access supplement must be completed with respect to information not already included in this simplement and submitted with the application.

Applicable to Ma;only_..._...... _.. C. Sump rype of sump (check appropriate box): El On-site pit 0Above -voltaic'tank on site El in-ground tank on site liZenote su tnp 0Private land ❑ Public land

Proposed mud type: CI Hydrocarbon: El Salt, beset El Gel cheat:, N who:pa ChemItitlicsarfacehokm1,4Water,,latsetinplymet: forjhe hodzaiitni„b:011 molt yfl,i nohtglked in tap, s. ' r nier t' pgathiyAlkgp_f_dj4.the • vtlyAijitkbe diskosetqatan .0.9,V014,fiitlitYabig14111,41.biiiiiikthit-h I: i 4 i .4 dia10014!# gci`c toititiLM ioilds nod 140.$ will be:c1100.sui of do ailq0,0, - iri 10 sitoklogsMilkara.21-. , 11.-W, 5-- All Remote Sumps require authority under a Tetnpormy Field Authorization. Please contact your local Area officefor details,

Applicable to MST,only D. Source of Water

L Water Required: El Yes 0No 2. Water source: D Water well on lease 0 Waite water well EJ Lake Ell Stream 0River

Effective: 2011-04-20 Exoltv: 2015.04-19 Disuosition No:M8L110673 Schedule D; Application Supplement — Sites & Installations

rEi Other (specify typo) Rpgligglidp2iisting bortcw pit. E get location end source is unknown however consultalon Ail)Forest Officer will ceciorlor to taking any water,

Location (if not located on lease); LSD Sec, Twp lags W

Access to water sources requires authority under a Temporary Field Authorization. Please contact your focal Area office for dere/Ls'.

Effective: 2011..04-2Q Faulty: 2015.04-19 Disoosition No: IvISL110673 Lands Division Government'of Alberta N Sustainable Resource Development SCHEDULE E Lands PLAN, SRD MS, 201.1-03-24 NUMBER' 129716 PURPOSE: WFUSITE

Affeoted Lands: OWLS See Twp Rge Mer Qtr/L$ See Twp Rge Mer SW 25 91 13 5

2011-03-24 08:54:18 MDT

ElleotIve: 2011-04-4 Explrv: 2015-04-19 Disoosition No: MS1,110673 Lands Division Government of Alberta Sustainable Resource Develo moot Form Dote: Bop )t, 2010 Schedule E Non-Standard Mitigation Supplement

The appropriate supplement form must be submitted for each Nou.Standard surface disposition application. All blanks must either be filled in or 'N/A' noted where applicable, Failure to fill out the document and fonn(s) completely will resolt in the application being rejected.

vrrrr

A. Non.Standard Rationale

1. Provide rationale and reasons in detail as to why your company Is proceeding with the Non.Standard application process?

The_propoicd liotizontal.ltko e ki19.M.X.J.4.111 Ittfuatigtile-IMPVLi20.0114Y Ntalikakiniligil of 130m X 130aIV5zo is Neufcutter e multi pp horitfogUiposo, Wayne Tiollqd of ASRD noted Ilia _bade itti2ahoZailaft.0114t0.10191nRxiiYIWEL4Z2r,4911AlatLILO-1%111(i 1119 bileA4111.10.k,X1Stili1Ltlici. first well Au. nthittionaLQJ 8 lat allOwedibroaoh additim • w , , a) t to . i . us.' . nally_rcylogatItat-titre this Aikaigillithlal.be.cetilltiailiiitiLL1,410.24/3ittaiigitialdgtit1410.741,0DIREQIng ,gzo.wiii bu lumtx&Q. in'

B. Identification of Standards

1. 1,Ist the approval standards that your company intends not to follow?

n) Standard-111100,1,3 (el Specific Standard: Horizontal (unconventional) well Pod slics.vilth lessthap ,m,of elevatien change shall not exceed 13Orn X 130m b) Standard-4h Specific Standard, c) Standard - SpecIfic Standard; d) Standard - St Specific Standards

C. Mitigation Strategies

1, What strategies are proposed to mitigate and meet the intent and objectives of the standard not being followed? )3e clear on which strategy applies to which standard(s):

a) • Mitigation eiralogYilil=b ne for.irse*PjLiWagslistl Inuit' Pad

And.A.9041) nom )(130m for the *it well wl dun additional..Q.18..hitallowedler each addilional welt, Whq, liattazdoplumilndiVoY180.41.111allatiakiiiit_Wrnild_silll bo coaqtlered non-standigd duo so inter-von

ffectivo; 20H-04.20 2015.04-19 DisPosition No; MS1,110673 $ohodufe 1Van•Standarcl IVItypatlan Syyp/went

AU noncworklua portions of the lease will be recontourecl following eompledon of operations, Disturbed top son Nikhe Uftrilyr04111t0, mti..—t(124talt,19,11,--Yak4MIVAgas b) Mitigation strategy: c) strategy: d) IVIttigation strategy; e) IVIltigation strategy;

D. Mitigation Discussions

1. Wns the proposed strategy(les) discussed with departmental staff? El Yes E1 No if Yes, Provide the name of who was contacted and when. Name; BraridtArndt Date Contacted: licbruary 15, 24I. dcvmnilyyyy Name; Date Contacted: 4.. ddhum/yyyy Name:, Data Contacted; aaiatrafyyyy

Discussion comments/resolutions if any: No rnitiaati0 9 ere roc II.1del

E, AdclitiOnal Operational Provisions.

Based on the discussions with and the review by Alberta Sustainable Rosana Development, the following operational provisions as provided, are to he implemented during the construction and operation of this disposition:

Provision 1: rvIYW.9.115..Y.ASR1),

Provision Z: Provision 3: Provision 41 Provision 5:

Effective: 2011.04-20 Exoirv: 2015.04-19 Disposition No: MSLI106I3 NOW THEREFORE ihe Department 11118 by its duly authorized representative executed this disposition on the date noted below

Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource Development Director, Public Lands Act

UserName: rose.radomslcy Title: Team Lead Date; Wednesday, 20 April 2011, 08:03 AM Mountain Daylight Time Meaning: Authorization for Land Disposition

L/fthetivet 2011-0440 Expiry: 201$.04.19 Disposition No: MSL110673 Pe West Exploration

Salto 200, Penn Wasl Plaza 007 — 8th iwontro'8W 8olgbry, Alboria, Canada T2P lit3 408,771,2000 tol 41777,26901u worw,ponnwast,atam

July 27, 2012 Express Post

Lubicon Lake Nation P.O. Box 6731, Station Main Peace River, Alberta T8S 166 Dear Sir, R5: Upcoming License Applications Sawn Lake Muttl-Well Satellite at 10-741-12 W6NI Re-License LS Filo: 11-21183 Sawn Lake Padsite & Access Road lh W 26, SW 38-91-13 W6IVI ogi.tor, q..24 8.4-24-91-131 W6MI_LB,Pliet 10.20632 This letter Is to advise you that Penn West Petroleum Ltd,(Penn West) plans to submit license applications to the Energy Resource Conservations Board (ERCB)for the above noted projects, Enclosed you will find a detailed information package for each of the projects listed, We kindly ask that you provide, In writing, any.specifIc concerns you may have for eaoh of the above noted projects, within 14 days of receiving this Information, Thank you In advance for your prompt review of the enclosed Information packages,

Contact Information Chris Stillto, Senior Landman Office: 403-777-2682 Cell: 40$-82e-7821

Sincer

1Y701 8111Ito Senior Landman, Slave Point and Moue Penn West Petroleum Ltd.

Penn West lzplorutlon Ise roalstorod trade nom a Ponn West Potioloum Ltd.

LI THIS IS EXHIBIT referred to in the Affidavit of _L\idosAie Al(,Q)orActc, SW ie this A D 20

A CominiF.:011::1' for Oaths in mid the ovil;;;;• ROBERT D. WOOn f3anister and Solica agat 'a0:11,1 A\J..b\A-

August 3, 2012 THIS IS EXHIBIT " Penn West Petroleum Ltd, referred to in the All of Attn: Thane Jansen, Senior Vice President - Operations Suite 200, Penn West Plaza f IYX 11...cr 207.9th Ave SW S'w this c. Calgary, AB T2P 1K3 (403) 777-2500 TEL A.D, 20 J. Thane,Jensen@pennwestcoM

Re: Otter Satellite Facility 12-7-38-11W5M, LS Flle# 11-22308 A Cornm. Ic.u.vr for Oolas in and dw Otter Multiweil Battery 10.32-87-12WSM, LS nett 10-20661 for ef Otter (EVI) Padslte 6-2.$8-12WSM, LS Filell 12.23950 WOO Otter Satellite Facility 5-648-11W5M, LS Flle# 11.20910 ROBERT Otter Satellite Facility 8-1-88-12W5M, LS Flle#10.20407 3nrrister and Solicitor Otter Satellite Facility 8-22-88-12W5M, LS File# 12.24233 Otter Satellite Facility 8-27-88-12W5M, LS Flle# 12-23798 Sewn Lake Multl-Well Battery 10.7-91-12W5M,LS Fila# 11.21183 Otter Satellite Facility 13-31.87-11W5M,LS Flle# 12.24233 Otter Satellite Faclllty 9-15-88-12W5M, LS Flle1111-22399 Otter (EVI) Padsite 12.35-87-12W5M, LS Flle# 12-23958 Sawn Lake Pipeline 13.26 to 4-36-91-13WSIV1, LS Flle# 11-22731 Sawn Lake Pipeline 3.35 to 13.26-91-13W5M, LS Flle# 11-22730 Otter Multi-Well 011Satellite Facility 9-21-89-11WSM, LS Fliett 12-24285 Otter Multi-Well 011Setellite Faclllty 13-10-89.11WSM, LS Flle# 12-24284 Otter Padslte & Access Road 9-19-88-11WSM, LS Flle# 10-20030 Otter (EVI) Padsite & Access Road 12.35-87-12W5M, LS Flle# 12-24099 Sawn Lake Multi-Well Satellite 10-7-91-12W5M,13 Flle# 11-21183 Sawn Lake Padslte & Access Road W2S,SW 36-91-13WSIVI, LS File# 10-20632 Otter Padsite 12-26-88-12W5M et, al., LS Flle# 10-20026 Sawn Lake Padsite & Access Road 13-26-91-13WSM Sawn Lake Padsite & ACCOSS Road 1.14-91-13WSM, LS Filen 10-20635 Sawn Lake Battery 16-3.92-13W5M, LS File# 12.22998 Sawn Lake Padsite & Access Road 12.24-91-13WSM, LS Filen 11-20977 Compressor Station 9-12-88-12WSIVI Satellite Faclllty 12-19-88-11WSM Satellite Faclllty 12-23-88-12WSIVI Compressor Station S-1243-12W5M Satellite F-acility 2-11-83-12VVSM Padslte 14-25-91-13WSM Plpellne(s) 542to 2.11-88-12W5M at. al, Pipeline 2.11 to 4.11-88-12W5M p,1 of 2

(78\0)629-5945 'NI, (780)629.3939 FAx P. 0, 13o x 6731 PhACH Rtvi3R, AB TBS 155 VOWW.LIMCONLAKENATiON.COM Mr, Jensen,

Please be advised we are In receipt of initial notification documents regarding the above noted projects proposed by PerirLWest Petroleum Ltd, within the jurisdiction of the Lublcon Lake Nation, It Is the positiOn of the Government of the Lublcon Lake Nation that these projects may raise specific concerns relating to the Nation's existing Aboriginal 'title to lands In which this project Is proposed. Further It is the position of the Lublcon Lake Nation that these projects may raise spedflc concerns related to the Traditional Land Use by Lublcon citizens In the area of the proposed project,

As a result, a meeting is again requested between officials from this office and yourself without delay to address these concerns at the Lublcon Lake Nation office. Until such a meeting has taken place and written notification is forwarded to Penn West Petroleum Ltd, from this office Indicating that the Nation's concerns have been addressed to the satisfaction of Nation officials, the Consultation and Accommodation requirements regarding these files remain unsatisfied,

As noted In the accompanying notices of objection regarding these flies, meetings with yourself have been requested on numerous occasions. We have noted that your commitment to meet with Lublcon officials on June 27 as Indicated by James Norris, Supervisor Aboriginal Affairs Corporate was cancelled without reason provided and not rescheduled despite repeated requests,

Be further advised, pursuant to direction by the Chief and Council of the Lublcon Lake Nation, all matters relating to consultation and accommodation regarding this file must be directed to the undersigned or to alternate Industry Liaison, Mr. Tom Day (780) 618.5478, No other persons have been authorized by this office to deal with matters related to consultation and accommodation for the Lublcon Lake Nation.

Regards,

Garrett Tomlinson Communications / Industry Liaison Emergency Services Coordinator Lublcon Lake Nation Direct:(780) 6t8-8794

/Encl.

CC: Tom Day— Lublcon Lake Nation; Murray Nunns — Penn West; Lorna Morlshlta — Penn West; Steve Miller —Penn West; Paula Flynn — Land Solutions; ESRD Slave Lake; ESRD—Peace River; Non Routine Applications— ERCB; Bruce Gladue ERCB; Hon, Pearl Ca lahasen — MLA Alberta; Hon. FranktOberle — MLA Alberta; .Paula Flynn — Land Solutions; p.2. of 2 \\T IL.CMTPMR1 :If .'516i71

NOTICE OF OBJECTION REGARDING PROPO$EAMOTRIAL DEVELOPMENT

ar2P.A1011.tXawy-, Cr5;:),, ,Location; was,so 3)-(11.-13 k)6yi Pf,, s r r. eA. Px.4..t_es RfM0 Basis of Objection:

\*Nui,N1,

c, "(NP,A4 Cz.

\Cioc‘.% 05,4s- IP" C.s1 /141-Y1 .

C m e ts: 04. - • 4i 6,S,s L M's C Gtr) 1`0..46•1

I.: • •. gh. Q•si.\4\— e.XV\NcIA--

1..C ' lb.

Attachments: \— t;'" .4\ O "-Z.meiak\p.

ithsiL'zed RepresentatiVe;(--; • 19,011,110,Wtti Si nature:

*Note: Proponent responses to objectionakoncema may bo provided to the Lublcon LakeNetlon ettn: Chief and Council via mail to: P.O. Box 6731 Stn. Main, Peace River, AB, TeS1S6; email to LubiconlakeNation@teluemet or via appearance before Chief and Council by appointment.

(780) 629.394$'!`61, (780) 629.3939 FAx P. Q Box Gni YkAsna amass, AB '1'88 1.85 vo;ox'A,UPTC0111•A1tBNATION,COM PennWest Exploration MIS'15 EX71117.7 ", a " Suite 200, Penn West Plaza pqArred to iir the Af1;(4,,rvit of, 207 — 9th Avenue SW Calgary, Alberta, Canada T2P 1K3 e. Ie Q.)0ek.ac... , 403,777,2500 tol Siv e this \N— 403,777,2599 lax www,pennweet.00m \+0 A 17 2O

September 19, 2012 A COIlditfM:j;11.:1 for Oaths oric Energy Resources Conversation Board RT. D. WOOD Sulte 1000, 250 — 5th Street S,W, end' Solicitor Calgary, AB T2P 3G4

Dear Slrs, Re: Proposed Well License Applications

Category: C & Type: 360 PENN WEST SAWN LK HZ 4-12.91-13(SURFACE 1.14-91-13WW) PENN WEST SAWN LK HZ 1-11-91-13(SURFACE 1-14.91-13MM) Category: C & Type: 360 PENN WEST SAWN LK HZ 14.36-91-13(SURFACE 14-26-91-13W6M) PENN WEST SAWN LK HZ 16-36-91.13(SURFACE 14-26-91-13W6M) PENN WEST SAWN LK HZ 16-36.91-13(SURFACE 14-25-91-13W6M) Category: C & Type: 360 PENN WEST SAWN LK HZ 4-24-91-13(SURFACE LS 3&4-25-91.13W6N1) PENN WEST SAWN LK HZ 3.24-91-13(SURFACE LS 3&4.26-91-13W6M)

Penn West Exploration (Penn West) submits the subject well license applications as non-routine based on outstanding objections/concems from Garrett Tomlinson on behalf of the Lubicon Lake Nation (the Lubicon).

Attached Is a Communication Chronology that captures key meetings and conversations with the Lublcon. Additionally, attached Is a copy of the Alberta Sustainable Resource Development Consultation (SRD) Logs and confirmation of completed consultation for the above noted locations. Background

The Lublcon Lake Nation was consulted with for the above projects In early 2011, Subsequently, in March 2011 SRD Issued the Review of Consultation Adequacy (Approvals) based on Penn West's consultation activities. At that time, the Lublcon expressed no concerns with or objections to these projects, Additionally, project-specific Information Packages were provided to the Lublcon In July 2012 and the Lublcon submitted Objection Notice to Penn West on August 3, 2012. Disposition of the Application

Penn West respecffully requests that the Energy Resources Conservation Board dismiss the outstanding concerns and/or objections of the Lublcon Lake Nation for the following reasons:

• Penn West has fulfilled its consultation obligations with the Lublcon Lake Nation as specified in the Alberta's Pirst Nations Consultation on Land Management and Resource Development, November 14, 2007(the Guidelines). The Guidelines state: "Although Proponents will be required to follow specific consultation procedures, Alberta remains responsible far ensuring that ../2 Page 2 of 2 performance of delegated consultation activities has been adequate. Alberta has the final decision-making authority In assessing the adequacy of consultation. Where approval is given to move forward with a proposed project, Alberta has deemed consultation to have been adequate."

Alberta Sustainable Resource Development has confirmed the adequacy of our consultation efforts as per the attached Review of Consultation Adequacy letters (approvals).

• Project-specific Information Packages, compliant with the requirements of ERCB Directive 56, and survey plans were provided to the Lubicon in July 2012, yet to date we have been unable to solicit any project-specific concerns from the Lubicon, Please note, the surface locations for the wells are on Crown land and the associated Emergency Planning Zones are less than 200m. There are no residences within the emergency planning zones.

With respect to Penn West's overall ongoing consultation with Lubicon Lake Nation, to date the Lubloon's primary concerns have been related to contractor/vendor Issues and economic development opportunities that are not specifically related to the proposed applications, Nonetheless, Penn West is committed to working with the Lubicon Lake Nation, To that end, Penn West extended an invitation to Mr. Garrett Tomlinson and Mr, Torn Day on behalf of the Lubicon to meet with us in Peace River in early September. This was clearly not intended to be another consultation meeting with Chief and Council and the community to fulfill SRD's requirements; rather Penn West proposed that this be a working-level meeting to focus strict►y on project-specific concerns related to these and other pending ERCB license applications. Bruce Gladue from the ERCB was also Invited to potential meeting. As you will see from the attached correspondence, both parties are unable to come to an agreement on attendees, location or agenda, therefore Penn West remains unaware of any project-specific concerns that they may have with respect to the above noted applications,

Penn West has made every reasonable effort to understand the objections that were submitted to the ERCB by Mr. Tomlinson on behalf of the Lublcon Lake Nation to determine if there are any outstanding Issues under the ERCB's jurisdiction. In the absence of any tangible, project-specific concems and with SRD's confirmation that Penn West's consultation was adequate and complete, Penn West respectfully requests that the Lublcon Lake Nation's objections be dismissed and the above referenced applications be approved at the Board's earliest convenience.

Please find enclosed the following documentation:

• Communication Chronology • Survey plan • ERCB Directive 56 wellsite project Information letter • Objection letters from Garrett Tomlinson (Aug 3, 2012) • Correspondence regarding Penn West's request for a working-level meeting • Directive 56 Notification Summary • Government of Alberta Short Term Mineral Surface Lease and Short Term License of Occupation Please contact me at 403-777-2682 if you have any questions or require additional Information. Youtes truly, r

(27- 4,-Chris Sillito Senior Landman, Slave Point

Encl.

Cc: Garrett Tomlinson Lubicon Lake Nation 771.IS IS EXHIBIT ",...7 IA HT.C1 ' i0 407Ci!US' it Of enithi\c,\Ace_. Sworn this AD 20

ROBERT D. WOOD Elwrister and Solicitor

PINN WEST tXPLORATION

Lubioou Lulus Notion CongoItnt(on Chronology August 3,2012 OhjoetIons

Lubloon LaIto Notion P,O, Box 6731 Panay River, Albertn, TUB 18$ Contact: Mr, Carroll Tomlinson

Pala of Centric( roe Does of COIllttet Nato PW representative Handy brawls travolloti to Sawn to meet Bernard February 22,2012 Mooting Multiple speeding infractions and stooping on sito Ominnycl; about water issues or Haig Leke, VW was not tin oulprit. utilized by party for ono of were recorded against the !wile services Socks, is tided convector working Bernard's sub, Coo Development Corp, Bernard's business, contractors, called looking for money on Ills rental equipment to CDC. Ho ditousted with Bernard medics sleeping on Job sites, into for work nod speeding, Doug Anderson looltIa for earn also, bay Anne's dotivered the mossap thorn the safety department on lob,27, 2012 Mooting Clarrett Tomlinson driving inbcilons on PW roads, Carrell was oho informed that his noodle company is deficient In safety stondards, end will need to ho fixed Immediately or N removed Prom sites,13ernard wide d 100IV& with Thane Jenson ASAP fans,rcit II'', l'W safety vfileer removed Buffalo Safety front Fenn West sites became Mnroh 7,7012 In person tIto company did not moot the dead tuna for providing Q1'41,101111113,

._ .

2$ JIM 2012 1 PENN WEST EXPLORATION

bloonleo Nation Consult alien Chronology. August 3,2012 Objections

Lableon Luke Nation P.O. Box 6731 Penn River, Alberta, TllS 185 Contact: Mr, C3arrett Tonallason

Dote qf Cattier! 7),pe Details of Central Note i'W representekee Thane Jensen, Keith Loft, Cleorgo Bushnell, 19,2012 Mooting Norria and Bondy Panels mot whit CPC In Little Buffnlo; tilsonssodJamesMarch defloloney of Buffnlo Safety medlo standards, nod the need to ourrect them boron ping bantams PW sires; mitirossed 17+ speeding InBactIons by Buffalo Safety, Instituting the owner, Omen Tomlinson, Wattled CPC that they woos deficient In their vendor management mulrometus) have not signed a Mostar SorvIee AgroenAtit, Wat was donetoni, COP,was ant completed oiler 2 yonrs orpessiting, All would need to be addressed, na well Du may other Minicoy boforo working Or PW Again, In the Interim, nil will, in alignment with Its Aboriginnl Proem-meat Policy, potentially start working wish ell the tabor looal AborIgInni companies. Parrott indicated Ilmi tills Ma against Bernard's rogulations, and PW le playing politics. Barnard will then want to alum onforoing 1)18 Treaty nights sod doing site visits. PW rosponsol PlY 103 onougJi work for 011 Inca( companies, and PW WelcumaS CPC book when 11 meats all 0ondur nu. AVIA I PW's l'hanalunson,"Jonios Norris and Ran'y Dana $ moot with 28, 2D12 Mooting They deliver PW motor raquirmants ihot ore required before CDCCAC;March con go to work. Bernard Oininnynk clans PW is playing politics again by ItirIng otbor Lubloon cornpnnlar, Romani claims blood will flow and 11 will bo nil PV$ 411(1S, Mny 29, 2012 Loiters PW's Aboriginal RP119109$ RoptosenInliva, Chris 81111to, receives 9 These loners wore co'd to the 1111013, PW wain()now Wings orpoiontial COMA AVM Lubleoo Lake Natio» from Urea consider the Lubicon a Party of Interest for oli Tomlinson, the NatIon's In dually Linison regarding several PW projects thvOlOpMelits In the tublcon MO,regardless or that required Virst Notions ConsulIntion(INC). Author locations require PNC or not,

No site specific concerns wore Identilled In Than 16Itors,

25 Juno 2012 2 PENN WEST EXPLORATION

I,11)1~ Litlto Nation ConsnItntion elt rono1ogy • August 3, 2012 ObJeettons

Lubluou 1Alto Nation P.0,11r»t 6731 Ponoo Riv«, Albortn, TIIS 1 g5 conlm: Mr. Cittrrett Tornlimon

Date nfC190,WPI 7}Te Dekreta' ofCarilact Norr • Juno 3,2012 Mone, Celt Plianc coil bom« PW's Suporyloor of Cmporato Aborlitlind A ffitirs, James Nordr,ond °arm TontlInson, Olmt( wquestod n uteorlog Nstilt Dontrod Ontinoynk,

Juno 8,2012 Moen% Moodng baisseen Bernrud OmInnynk utid a arrøit Touillmon of Lublcon The mectIrds tocusod mora on nproaing dun sko L*01,1,110 ond kones Nords ond Pruco Cook of PW In [AIR Bande to elsits MIM necorsnry dim to the «ment disoms emneomn, olrentmumese botwoon PW Lind Croo poirolopment Corporation, No concoms W01,3 nddrossed ot tids Sko» Lternord's company Is not worklort WIIII PW nt Ilro moment, duo to mectInk. un11111111ed vendur requIroments,Bornard's team Is not oblo io undottoke silo ylslis (br consultation parposes us It Is bulldlug our sbs, Thcroforo, Jamos ond Remnrd tweed timt stlevisho Mil comten«, es soonns posstblo10 adcireso possIbIo eoneents,

August 3,2012 Letter Penn West roceived Lyticr of Objootion front Lubleen 145to Nuborr No specIllo project concorns uroro mulllord In Ilto len« of objectIon, Responso leiter ond mcoling, request sant All MIM 74, 2012 (neo belme) August 14, 2012 MectIng Metning'mimen LLN loortoroli lp tind Tbane Jensen (Bonior Vice Nøkk«)yr Penn wosi. nil r.p«t io our recent oppllootIons, Penn Wost Infortned Ilral ecry fm oppliont lans liwok, now knut, %1N1 upplicatIous urc mostly about luemaning oxIsilua thollIty tspuolry apdior ro.lIconsInu io soar SpooldeatIons, No dlsousslon ensned obo« ootnntunity «innom nsseelmed tykk LLN's *dons,

August 14, 2012 Leder (livrett Tornilmon to Tinor Jonson sbout Mo August 14 ~dug,Lell« Tbc topIn ofslio concorno (tis per objootlims) or ImIlcutos Mat LIS Is anllatpnilnq Autlwr dIscussimi ['Mott( MoIr 0110 MIlewmp 10 {hinn celloonts \VIM 110111101111n1IC4 tIOJIMIM MSOFIlltd vill litolr ment objectIons, during dia tuctlou Amp« 73,2012 Mone Cell Rulles Nords loft mosott° nt dm LLN ofileo for Omsult to «dl,

2,1 Juno 2012 PENN viEsT EXPLORATION

Lublcon Loire Natters Consult:It lon Chronology - August 3, 2012 Objections

Lubicon Lake Nation P.0, Box 6731 Peace River, Alberta, TM I S5 Contact: Mr,()omit Tornlittuon

DarTeTI Coutn0 iype Petaltr of dim, A'ora August 23, 2012 Plione Cull 5los'n Wilder spoke to Gluten Tondln son, Curran salt' in site vls115 Duo to ongoing lugal consIdenstlutts, Paint West would occur, us ha couidn't pay anyone, unill Penn West paid all advised LL14 by emnil on Ally 13,2012 mid on outstanding she visit Invoices. Nu feedback provided on )110 site, August 21,2012 that Is was unable to process silo visit Invoices submitted lit the name of Cree Development Corp. Penn West advised LIM lo resubmit the Involeos In the name of 1,,LN and the Involves would be processed, Na Invoices worn resubmitted,

August 21, 2012 Vann /Loner Chr10811tltocmoiledaleverrequestingauteetingwIlilQantitTamltoson Penn West svas awaiting a response from Lubicon and Tom Day on Whetter(Alcoa. bluets()Witte front the 1311011 was by Aiwa 29, 2012, also invited to this meeting, The mooting was proposed to bo rt working meeting to focus strictly on projeebspeolflo COMMA related to Lublcon'l August 3"letter of objection, The meeting Is proposed for September 5 or 8cp1 6, 2012,

August 29,2012 8mull a nrratt TOMIIDAMI provided an entail response to Penn West's leiter of P011111VCSI Is preparing o responso to hubleon. August 24, 2012 regarding Aonn West's request for A meeting, Lubloon did 110 Milt 10 meal with Penn Wen under the conditfuns set forth in the foregoing letter,

August 30, 2012 Email / Letter Penn West provided an email that Included a letter responding to pitmen l'unn West proposed meeting on Seplentbur 5,2012 T011111115011 reiterating (Ito impatience of o meting et a nettlitil loeollon or the week of September 10 dim 14, 2012 at a prior to proceeding with any Mum Chief and Council meetings, James neutral location. Norrls will continuo 10 represent the interests a tPenn West's Aboriginal l‘niallons Department,

25 June 2012 4 PENN WEST EXPLORATION

Lubleon Leka Nrt Hon Consahen eronutogy..• August 3, 2012(»Jenflom

Lablcon raka Nation i3ox 6731 PMCV Kfm,Alberta, T88 185 Contactl Mt', Oarrctt Tornlinson

Dann of Conrace Daune al enntarl TYP, Aale . September 0, 2012 Email Garreu TundInson provided on armdi response to Penn West's lottar of Pann West lt proparkte e responso to Lubloon, August 30, 2012 tunnfing Penn WW s regasst for n mesting. Lublson reireruted uttal they dld 'tot tunt to tuet with Penn West andar Ihn sondltions set forth lit tho forogoing letler ond thelr positlon ramvins anchangsd.

September 11,2012 umoll Motter Penn West proeidser an null Mit n lottar rotpansflog to Ontrott Penn Want null brIleVe n smaller group of 'Pondneon Moleine Lobtean thai Penn West is untsble ta neeopt inneting Indielduals Mo svorkIng Insel ingeilne would bo conditions as noillned In Lubloon lag Ooled SoPt 012. Ourlined mora oftbetivo to disnus consulration nsues, prsvions inserings on 1,abloon lande whIslr Ineluded rantabore of koronln oommitted to Aridinne °bilestdons Exeenein Toolth tognsdlne oonsultolion.

23 Juno 2012 e Energy Resources ER ,,,r Conservation Board s."V 1 • Calgary Cfflae Suite 1000, 250 5 Street SW, Calgary, Alberta, Canada 72P 0R4 Tel 403-297-8311 Fax 403-297-7336 www,erob.ca

VIA MAIL AND EMAIL THIS IS EXHIBIT " September 14, 2012 referred to in the Affidavit of Or\icAr\eAk. Mcal,Nekck,c-, Chief Bernard Ominayak and Council c/o Garrett Tomlinson '72 befor me this Lubicon Lake Nation d A.D. 20"..a PO Box 6731 Peace River, AB T8S 1S5 A Commissioner for Oaths in and for the Provinoc of Alberta WO D Dear Chief Ominayak: 00BERT D. 31rrister and Solicitor Dear Mr, Tomlinson:

RE: APPLICATIONS NO, 1732370, 1732372,1732848, 1732849, 1732851, 1732852, 1732916, 1732921, 1732923, & 1732924 PENN WEST PETROLEUM LTD, FOR LICENCES TO DRILL 10 CRUDE OIL WELLS FROM 3 PAD SITES SAWN LAKE FIELD marl: g,:aoltr:-: II- X10 ,E%00410 , 1732370 4-24-91-13W5M 4-23-91-13W5M 1732372 4-13-91-13W5M

, ' '' 2 ; . , MOr ' C T': IRA)._ 1 ,' tOW 1732848 5-30-88-11W5M 4-25-8.8-124-5M 1732849 5-25-88-12W51v1 1732851 12-25-88-12W5M 1732852 13-25-88-12W5M

a ,'IT ' ,10104 ATIN.'''' MI:' V'' 1 1732916 8-25-88-11W5M 1-30-88-11W5M 1732921 8-30-88-11W51vi 1732923 9-30-88-11W5M 1732924 16-30-88-11W5M

At a meeting on. September 14, 2012, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's (the LLN) objection contained in letters dated May 29, 2013 (assumed to be misdated and should read 2012), June 1, 2012, and Tune 24, 2012. The Board has also considered the subject applications, survey plans, participant involvement information, the Alberta Sustainable Resource Development's (now Alberta Environment and Sustainable Resource Development) letters confirming the adequacy of consultation for the proposed pad sites dated April 13, 2012, April 26, 2012, and May 22, 2012, and the response of Penn West Petroleum Ltd,(Penn West) to LLN's submissions, Page 2

For the reasons that follow, the Board has determined that the LLN has not met the test to initiate a hearing of the subject applications under subsection 26(2) of the Energy Resources Conservation Act(ERCA),

(1) the claim, right or interest asserted by the person is known to law; and (2) that such right or interest may be directly and adversely affected by the application.

This test ensures that if the LLN has legal rights or interests that may be directly and adversely affected by a Board decision, the LLN will be given an opportunity to present its concerns at a hearing before the ERCB, Who will make a decision on the application having regard to all evidence before it.

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, taking into account the specific facts and circumstances of each application and any objections received.

In its letters, submitted by Garrett Tomlinson, on behalf of the LLN, concerns were expressed with regard to impacts the proposed wells might have on LLN's aboriginal rights and traditional land use in the project area. The LLN notes that the area of the proposed pad sites is home to animals that continue to be hunted for food, income, and to some plants used for medicinal and ceremonial purposes by the LLN and the proposed project would, therefore, infringe upon the LLN's rights, Furthermore, the LLN expressed concerns that the access road and pad construction will have an impact on the local wetland areas near the 8-25 & 5-30 sites thereby, impacting the animals and medicinal plants, The LLN letters also included photographs that appear to depict animal tracks and medicinal plants found in the proposed project area, The LLN also expressed concern regarding signs located in the project area meant to warn citizens of the dangers presented by these sites, The LLN is of the view that these signs could cause concern to Lubicon citizens to such an extent that they attempt to exercise their rights to hunting, trapping and gathering in other areas,

In its response letter dated July 20, 2012, Penn West stated that a review of Alberta Land Standing indicates that the lands under consideration are Crown lands and that it received the necessary letters from the Alberta Environment and Sustainable Resource Development (formerly Alberta Sustainable Resource Development) confirming the adequacy of its consultation for the project, Penn West acknowledged the presence of mammals in all of the areas in which it operates, however stated that it follows existing regulations and is diligent in minimizing its long-terra impacts upon the ecology, Regarding the Sty-sagi-was and other unidentified herbs referenced in the LLN letter, Penn West stated that the photographs appeared to be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listed as endangered species. It further noted that there are no water bodies within 100 m of the pad site Page 3 locations under consideration, and that Penn West will meet and exceed regulatory requirements for every construction project for industrial development„

With regards to the presence of signage on its sites, it stated that are intended to wam the public of potential dangers associated with industrial developments and it maintained that safety has and always will be Penn West's greatest priority.

In deciding whether you or the LLN meet the test under subsection 26(2), the Board considered the following principles and facts,

In the decision Dene Tha' First Nation v. Alberta (Energy and Utilities Board) 2005 AB CA 68, the Court of Appeal of Alberta stated

[14] It was argued before us that more recent case law on prima facie infringement of aboriginal or treaty rights changed things. But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right, Some degree of location or connection between the work proposed and the right asserted is reasonable. What degree is a question of fact for the Board, (underlining added)

The concerns outlined in LLN's submissions with respect to impacts on the traditional land use by the LLN members in the area of the proposed project are general in nature. They refer to the existence of certain animals, plants, and wetland areas as well as a concern over safety signage in or near the project area but do not provide information to indicate how the proposed wells might specifically and locally impact the LLN's members' use of or access to what are claimed as traditional lands so as to demonstrate a sufficient degree of location or connection between the activity proposed in the subject applications and the rights asserted.

Based on the considerations above, the Board finds that approval of the proposed wells would not have a direct and adverse effect on LLN's rights to its traditional land use, Therefore, based on all the information before the Board and the fact that Penn West must comply with all applicable ERCB regulations for the drilling and operation of the proposed wells, it does not appear that the LLN members have rights or interests that may be directly and adversely affected by the approval of the subject applications, As a result, the LLN do not appear to have met the test to initiate a hearing of the applications pursuant to subsection 26(2) of the ERCA,

Based on the above and following confirmation that the subject applications meet all applicable requirements, the Board intends to approve the applications and issue the well licences,

The ERCA and ERCB Rules of Practice (Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the ERCB. Please refer to sections 39, 40 and 41 of the ERCA and section 48 of the Rules. Page 4

If you have any questions, please contact David Miles, Applications Specialist, at 403-297-3582,

Yours truly,

Dale Schafer Manager, Business Operations and Development Group Applications Branch cc: Elaine Powell, Penn West(via e-mail) Chris Sillito, Penn.West (via e-mail) ERCB St, Albert Field Centre (via email) r\b m, Energy Resources 1.1 Conservation Board Balmy Offloe Sulte 1000,266 - 5 Street SW, Calgary, Alberta, Canada T2P ORit Tel 403-297,8311 Fax 403-297-7338 www.erob,ca

September 14, 2012 THIS IS EXHIBIT " referred to in the Affidavit of Chief Bernard Ominayak and Council c/o Garrett Tomlinson 4)(Ai \,C \cCIAOZ I•e-+ Lubicon Lake Nation Swor e this PO Box 6731 AD 20 Peace River, AB T8S 1S5

A ormitis,:ioncv for Oaths Dear Chief Ominayak: in and for the Provime of AlbQrto 90BERT D WOOD Dear Mr. Tomlinson; laniater and Solicitor

RE: APPLICATIONS NO. 1739156 & 1739157 (14'OR1VLERLY 1731744 &1731748) (APPLICATIONS) APPLICATION BY PENN WEST PETROLEUM LTD.(PENN WEST) FOR AMENDMENTS TO TWO FACILITY LICENCES LOCATIONS: LSD 14.25-91-13W5M & 3.36-91-13W5M SAWN LAKE FIELD

At a meeting on September 14, 2012, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's (the LLN) objection contained in letters dated June 1,. 2012 and June 22, 2012. The Board has also considered the Applications, process flow diagrams, participant involvement information, Alberta Sustainable Resource Development's (now Alberta Envirorunent and Sustainable Resource Development(AESRD)) letter confirming the adequacy of consultation for the Applications dated March 10, 2011, and the response of Penn West Petroleum Ltd,(Penn West) to LLN's submissions,

You will note the reference above to four ERCB application numbers, By way of explanation, after your objection was submitted, but before the ERCB made a decision on the Applications, Penn West withdrew Applications No. 1731'744 & 1731748 in order to correct the application schedules. Penn West then resubmitted Applications No. 1739156 & 1739157 in replacement and your objection was linked to them,

For the reasons that follow, the Board has decided that the LLN has not met the test under the Energy Resources Conservation Act(ERCA) that would entitle the LLN to a hearing of the Applications before the Board,

Under subsection 26(2) of the Energy Resources Conservation Act(ERCA), the Board must hold a hearing of an application if it appears to the Board that its decision on that application may directly and adversely affect the rights of a person, The Court of Appeal of Alberta has indicated that to meet the test under subsection 26(2) two things must be established:

(1) the claim, right or interest asserted by the person is known to law; and Page 2

(2) that such right or interest may be directly and adversely affected by the application,

This test ensures that if you have legal rights or interests that may be directly and adversely affected by a Board decision, you will be given an opportunity to present concerns at a hearing before the ERCB, who will make a decision on the application having regard to all evidence before it.

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, taking into account the specific facts and circumstances of each application and any objections received,

In its letters, submitted by Garrett Tomlinson, on behalf of the LLN, concerns were expressed with regard to impacts the proposed facility amendments might have on LLN's aboriginal rights and traditional land use in the project area, The LLN notes the sites are home to animals that continue to be hunted for food, income, medicinal and ceremonial purposes. The sites proposed at 14-25-91-13W5M and 3-36-91-13W5M have herbs and plants that are commonly used by the LLN community. Furthermore, the LLN expressed concern regarding signs located in the area of the project, stating that signs meant to warn citizens of the dangers presented by these sites could cause concern to Lubicon citizens to such an extent that they attempt to exercise their rights to hunting, trapping and gathering in other areas, The LLN letters further state the area of the proposed project is supportive of large mammal travel and that mammal tracks were noted in the iminediate vicinity of the existing lease, Also, bone and fur fragments from Lynx/Bobcat digestive processes were noted within close proximity from an apparent pool of contaminated water and a leaking chemical barrel was noted at the 14-25 lease site, which had no protective measures in place to prevent the substance from spilling directly onto the ground. Lastly, the LLN expressed concerns with noise emanating from the operating pumpjacks, stating they can be heard as far away as 300m, which has the effect of driving off wildlife in the area.

In its response letter dated July 20, 2012, Penn West stated that a review of Alberta Land Standing has determined that the lands under consideration are Crown Lands and that it received the necessary letters from Alberta Environment and Sustainable Resource Development (formerly Alberta Sustainable Resource Development) confirming the adequacy of its consultation for the project, Penn West acknowledged the presence of mammals in all of the areas in which it operates, and stated that it follows existing regulations and is diligent in minimizing its long-term impacts upon the ecology. Regarding the Sty-sagi-was and other unidentified herbs referenced in the LLN letter, Penn West stated that the photographs appeared to be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listed as endangered species.

Penn West acknowledged a stain at the 14-25 lease and noted that it proactively reported it to the ERCB, Penn West continues to mitigate this stain under the ERCB's direction,

Penn West noted that the presence of signage on its sites is intended to warn the public of potential dangers associated with industrial developments. It maintained that public, contractor and employee safety has and always will be Penn West's greatest priority. Page 3

With regards to noise, Penn West stated it follows all established standards regarding pump jack operations and noise. It stated that it follows all protocols set out by the regulators.

In deciding whether you or the LLN meet the test under subsection 26(2), the Board considered the following principles and facts.

In the decision Dem Tha' First Nation v. Alberta (Energy and Utilities Board) 2005 AB CA 68, the Court of Appeal of Alberta stated

[14] It was argued before us that more, recent case law on prima facie infringement of aboriginal or treaty rights changed things. But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right. Some degree of location or connection between the work proposed and the right asserted is reasonable. What degree is a question of fact for the Board, (underlining added)

The Board notes that the applications in question pertain to.arnenclments to the license for existing and operating facilities that will not involve any new surface activity.

The concerns outlined in LLN's submissions with respect to impacts on the traditional land use by the LLN members in the area of the existing facilities provide information regarding animals and plants that may be in the area, and observations of the surrounding area. They donot provide information on how the proposed changes to the facility licences might specifically and locally impact the LLN's members' use of or access to traditional lands so as to demonstrate a sufficient degree of location or connection between the activity proposed in the subject applications and the rights asserted.

Based on the considerations above, the Board finds the approval of the proposed licence amendments would not have a direct and adverse effect on LLN's rights to its traditional land use, Based on the information before the Board and the fact that Penn West must comply with all applicable ERCB regulations for the operation of the facilities, it does not appear that the LLN members have rights or interests that may be directly and adversely affected by the approval of the subject applications. As a result, the LLN do not appear to have met the test to initiate a hearing of the applications pursuant to subsection 26(2) of the ERCA.

Based on the above, and following confirmation that the subject applications meet all applicable requirements, the Board intends to approve the applications and issue the well licences,

The Energy Resources Conservation Act(ERCA) and ERCB Rules ofPractice (Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the BRCB. Please refer to sections 39, 40 and 41 of the ERCA and section 48 of the Rules.

If you have any questions, please contact David Miles, Applications Specialist, at 403-297-3582, Page 4

Yours truly,

bale Schafer Manager, Business Operations and Development Group Applications Branch cc: Jay Farrell, Perin West (via e-mail) Chris Sillito, Penn West (via e-mail) ERCB &Albert Field Centre (via e-mail) THIS IS O'Reilly EXHIBIT " ,, & Associes referred to in the Affidavit of AV OCATS cy\ (1-0exag, 1155, RUE SWOrn me this UNIVERSITY, BUREAU 1007, MONTRItAL (QUEBEC) H35 3A7 TM,tPHONE (514) 871.8117 • Ta,ECOPIEUR (51.4) 8'71-9177 d Jnmeti.oieillyC41 orussocien•cu .A.D. 2O k 2.'

Commissioner for Oaths in and kbr.the Email: murray.nunnsAbennwest.com James RWALIY0,0600prBavisteVonmepl. September 20, 2012 rne Society or AI hert

Penn West Petroleum Ltd, Suite 200, Penn West Plaza 207 — 91h Avenue SW Calgary, Alberta T2P 1K3

Attention: Murray Nunns,President and CEO

Re: Proposed Projects of Penn West PetroleurnLtd. irr Lubicon Lake Cree Nation Traditional Lands

Dear Sirs:

We act on behalf of the Lubicon Lake Nation and Chief Bernard Ominayak. The Lubicon Lake Nation has aboriginal rights-and asserts jurisdiction over substantial areas of land In northern Alberta containing in excess of 8,600 square miles, This area includes all of the areas in and around Haig Lake, in which Penn West Petroleum proposes to &ill wells, Ltd.

The Lubicon Lake Nation has never ceded any of its rights by treaty or otherwise. It has also enacted a law relating to its traditional territory, The full consent of the Lubicon Lake Nation is required in respect to all development projects in the Nation's traditional territory. The issue .of the rights of the Lubicon Lake Nation has been the object of serious controversy In Canada internationally and for over 70 years. In 1988, the Lubicon Lake Nation was a party to the Grimshaw Accord, which contemplated the setting aside of land in and around Haig Lake, as one of the three(3) Reserves for the Lubicon Nation. Lake

The proposed drilling and other activities of your company will not only interfere with jurisdiction the rights and of the Lubicon Lake Nation, but will seriously jeopardize the use by the Lubicon Lake Nation and Its people of its traditional territory and cause irreparable damage to the Lubicon Lake Nation.

We have been informed that the ERCB, by letter of September 14, 2012, purported to approve applications has by Penn West Petroleum Ltd. for amendments to two facility licenses licenses and to drill ten crude oil wells In the Sawn Lake Field, In the immediate area of the proposed Lubicon Reserve at Haig Lake. Penn West Petroleum Lto, September 20, 2012 Page 2

Any such authorization of the ERCB remains subject to the full and direct consent of the Lublcon Lake Nation, which consent has not been given.

The present is therefore to advise you that failing the authorization and consent of the Lubicon Lake Nation respecting any of the activities and projects of your company in the Nation's traditional territory and particularly the projects in and around Haig Lake, the Lubicon Lake Nation will vigorously oppose such activity, developments and projects and will avail itself of all legal recourses in order to prevent any such projects, Kindly govern yourselves accordingly.

O'REILLY & ASSOCIES

(9-Eck-ea

James O'Reilly, Ad.E

cc. Chief Bernard Ominayak, Lublcon Lake Cree Nation (by email) Terry Munro, Munro & Associates Inc. (by email) Hon. John Duncan, Minister AAND (by fax) Premier Alison Redford, Government of Alberta (by fax) Hon. Robin Campbell, Minister of Aboriginal Relations Alberta (by fax) Ms, Sandra Folkins, Dept, of Justice of Alberta (by email) <40'0 , Mr. Shaun Mellen, Dept, of Justice of Canada (by email) oTcp') q9-4.5' —5 c" Mr. George Arcand, Regional Director General of Alberta, AAND (by email)

t,„(yekine_ r/fit G'i,. A''"iiat-ei ,

(:'-el e, ennWestExploration

Keith Luft Suite 200, Penn West Plaza General Counsel & Senior Vice President, 207 — 9th Avenue SW Stakeholder Relations Calgary, Alberta, Canada T2P 1K3 Phone: (403) 218-8721 Fax: (403) 539-6980 403377.2500 lel keith,luftAPennwestoom 403.777,2699 tax www,pennwest.com THIS IS EXHIBIT " referred to in the Affidavit of September 27, 2012 • (james.oreillyorassocies.ca) Via Email re this \\ O'Reilly & Associes A D 2O\ 1155 Rue University, Bureau '1007 A Comm i s ionet. for Oaths Montreal, QC H3B 3A7 in and for the Province of Alberta ROBERT D. WOOD- Attention: James O'Reilly Barrister end Solicitor Re: Penn West Petroleum Ltd. ("Penn West") / Lubicon Lake Cree Nation ("Lubicon")

Your letter dated September 20, 2012 to Penn West's Murray Nunns has been referred to me for reply. Please address all further correspondence With respect to these matters to me.

Penn West recognizes that some of its activities occur on Lubicon's traditional lands, We are also mindful of the Crown's duty to consult (and accommodate, where appropriate) with Lubioon, and of Penn West's obligations to fulfill those Crown responsibilities to the extent that the Crown has delegated them to us.

We believe that we have done so, both in regard to the ERCB applications referred to in your letter, and otherwise. Furthermore, we remain willing to continue discussions with Lubioon leadership or its members, either with regard to specific projects or more generally.

Yours truly,

PENN WES PETROL M.

eitliL)1 Gen a ounsel & Sent() Vick, President, Stak alder Relations

1098280

Penn West Exploration Is a registered trade name of Penn West Petroleum Ltd, BEnergy Resources IfERC Conservation Board WELL LICENCE

Licence No. 0454377 Well Name PENN WEST HZ SAWN LK 3-24-91-13 THISIS EXHIBIT Licensee PENN WEST PETROLEUM LTD. referred to in the Allia'avit of Well Type PRODUCTION Substance Name Formation Name Savor 7e this we CRUDE OIL SLAVE POINT FM \2.e,Z,..,,4.1). 20

A C01117Tlic...ner for Oatlis in and for the P:•' ir,e of Ai ROBERT D. WOOD Surface and Solicitor Location LSD 03-25-091-13 VV5M Surface Co-ordinates 200,0 metres North 412,5 metres East (As measured or calculated from the exterior boundaries of the quarter section) Unique ID 100/03-24-091-13W5/0 Surface Rights ALBERTA CROWN Field SAWN LAKE Mineral Rights ALBERTA CROWN Projected Depth 3300 metres )hee Confidential Status OUT(C) Field Centre ST, ALBERT Terminating Zone SLAVE POINT FM (Ph.(780) 460-3800) Ground Elevation 766.6 metres Emergency Planning Zone 0.19 km

Number of occupied dwellings, public facilities, and/or places of business inside the EPZ 0

This licence expires on 30th day of January 2014 If well has not been spudded. Dated at Calgary, Alberta this

)1 day of January 2013.

Application Number 1739732 For Energy Resources Conservation Board Energy Resources VERCBConservation Board WELL LICENCE

Licence No. 0454404

Well Name PENN WEST HZ SAWN LK 4-24-91-13 ft THIS 1,3 EXHIBIT ", š Licensee PENN WEST PETROLEUM LTD, referly.,d to in the Affidavit of Well Type PRODUCTION ..M.i.-CSagAk.-na Ca-1304e-, Substance Name Formation Name Swot•. y; me this, CRUDE OIL SLAVE POINT FM do cir AD 20

A Coul::ti s!.ioixt. for Oaths ut E d for the Provin,T of Al heritt ROBERT D. WOOD Surface 3nrrister and Solicitor 04-25-091-13 Location LSD W5M Surface Co-ordinates 200.0 metres North 397,5 metres East (As measured or calculated from the exterior boundaries of the quarter section) Unique ID 100/04-24-091-13W5/0 Surface Rights ALBERTA CROWN Field SAWN LAKE Mineral Rights ALBERTA CROWN Projected Depth 3300 metres Thee / 'Confidential Status OUT(C) Field Centre ST. ALBERT Terminating Zone SLAVE POINT FM (Ph, (780) 460-3800) Ground Elevation 758,6 metres Emergency Planning Zone 0,19 km

Number of occupied dwellings, public facilities, and/or places of business Inside the EPZ 0

This licence expires on 31st day of January 2014 If well has not been spudded. Dated at Calgary, Alberta this

)t day of January 2013,

Application Number 1739739 For Energy Resources Conservation Board Energy Resources LIEF? Conservation Board Calgary Office Sub 1000, 250- 5 Street SW, Calgary, Alberta, Canaria T2P 054 Tel 403-2974311 Fax 4032977330 womercb.ca

January 30, 2013 THIS IS EXHIBIT " referred to in the: Allic4,4vit of Council Chief Bernard Ominayak and ,_,MIrj61,ALt„i\jacils c/o Garrett Tomlinson Lubicon Lake Nation Swopn nre this 11 PO Box 6731 da \'~ A D 20 Peace River, AB T8S 155

A COMInizI:JL:ia for Oinks Dear Sirs: in laid for the Proviv.iqAdori.a *Pir-IEP7 '"u and Solicitor RE: PENN WEST PETROLEUM LTD. er PROPOSED FACILITIES FACILITY AMENDMENTS & WELLS APPLICATION NO. LOCATION H2S CONTENT 1739456 09.12-088-12W5M (FACILITY) 0,057 % 1739457 12.19.088-11W5M 0.057 % (FACILITY AMENDMENT) 1739467 05.06-088-11W5M 0.057 % (FACILITY AMENDMENT) 1739468 13-31-087-11W 5M 0.057 % (FACILITY AMENDMENT) 1739732 SURFACE LOCATION 1.18 % 03-15-091-13W 5M; BOTTOMHOLE 03-24-091.13W 5M (WELL) 1739739 SURFACE LOCATION 1.18 % 04.25-091-13W5M; BOTTOMHOLE 04.24-091-13W5M(WELL) 1739938 SURFACE LOCATION 1.18 % 14-25-091.13W 5M; BOTTOMHOLE 14.36-091-13W5M(WELL) 1739942 SURFACE LOCATION 1.18 % 14-25-091-13W 5M; BOTTOMHOLE 15.36-091-13WSM(WELL) 1739945 SURFACE LOCATION 1.18 % 14-25-091.13W5M; BOTTOMHOLE 16-36-091.13W5M (WELL) 1740166 13-10-089.11W5M 0.00 % (FACILITY) 1740170 09.21-089-11W5M 0,00 % (FACILITY)

1740502 10-32.087-12W5M 0.057 % (FACILITY AMENDMENT) Page 2

1740963 SURFACE LOCATION 0.05 % 12-26.088-12W5M; BOTTOMHOLE 13-27.088-12W5M (WELL) 1740973 SURFACE LOCATION 0,05 % 12-26-088-12W 5M; BOTTOMHOLE 05.27-088-12W5M(WELL) 1740978 • SURFACE LOCATION 0.05 % 12.26-088-12W5M; BOTTOMHOLE 04.27-088-12W5M (WELL) 1741113 SURFACE LOCATION 0.05 % 12-26-088-12W 5M; BOTTOMHOLE 12.27-088-12W5M(WELL) 1741213 SURFACE LOCATION 1.18 % 01.14-091-13W5M; BOTTOMHOLE 01-11.091-13W5M (WELL) 1741250 SURFACE LOCATION 1.18 % 01.14-091-13W5M; BOTTOMHOLE 04.12-091-13W5M (WELL) 1742885 10.07-091-12W5M 0.90 % (FACILITY AMENDMENT) (Collectively the 'Applications")

At a meeting on January 30, 2013, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's (LLN) objection contained in your letters dated August 3, 2012. The Board has also considered the Applications and supporting documents.

For the reasons that follow, the Board has determined that you have not met the test to initiate a hearing on the Applications under subsection 26(2) of the Energy Resources Conservation Act (ERCA).

Under subsection 26(2) of the ERCA, the Board must hold a hearing of an application if it appears to the Board that its decision on that application may directly and adversely affect the rights of a person. The Court of Appeal of Alberta has indicated that to meet the test under subsection 26(2) two things must be established: (1) the claim, right or interest asserted by the person is known to law; and (2) that such right or interest may be directly and adversely affected by the application.

This test ensures that if you have legal rights or interests that may be directly and adversely affected by a Board decision, you will be given an opportunity to present your concerns at a hearing before the ERCB, who will make a decision on the application having regard to all evidence before it. Page 3

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, taking into account the specific facts and circumstances of each application and any objections received. In the decision Dene 7'ha' First Nation v. Alberta (Energy and Utilities Board) 2005 ABCA 68, the Court of Appeal of Alberta stated

[14] It was argued before us that more recent case law on prima facie infringement of aboriginal or treaty rights changed things, But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right. Some degree 9f location or connection between the work proposed and the right asserted is reasonable, What degree is a question of fact for the Board. (underlining added) In your letters, you state that Penn West has failed to consult arid that the project may "raise specific concerns related to the Traditional Land Use by Lubicon citizens in the area of the proposed project".

With regard to your statement that Penn West has failed to consult, the Board notes that Penn West responded directly to you in a letter dated August 24, 2012, In the letter, PennWest outlined its attempts to consult with the LLN, and provided a suggestion with respect to further meetings. It also submitted letters of Adequacy of Consultation from ASRD (now AESRD), dated December 15, 2010 and February 3, 2011, indicating that consultation for this project with the LLN is complete,

The ERCB sent the LLN a Notice of Objection asking for further information on November 28, 2012, to which the Board did not receive a reply.

Based on all the information before the Board, it does not appear that the LLN have rights or interests that may be directly and adversely affected by approval of the proposed project. Accordingly, the Board finds that LLN has not met the test to initiate a hearing of the Applications under subsection 26(2) of the ERCA, As such, following confirmation that the Applications meet the Board's regulatory requirements, the Board intends to approve the Applications and issue the licences.

The Board Is aware that Penn West and the LLN have recently reached an agreement with respect to some of the applications in the area of this project. The Board is encouraged by this, and urges both parties to continue to meet. Please be advised that the Energy Resources Conservation Act(ERCA) and the ERCB Rules of Practice (Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the ERCB. Please refer to sections 39, 40, and 41 of the ERCA and section 48 of the Rules.

If you have any questions, please contact David Miles at 403-297-3582. Page 4

Yours truly,

Kim Claytoif Manager, Facilities Applications Group Applications Branch

cc: Jay Farrell, Penn West(via e-mail) Chris Sillito, Penn West(via e-mail) Keely Cameron, ERCB Counsel (via e-mail) ERCB St. Albert Field Centre (via e-mail) THIS IS EXHIBIT " IS rej'erred to in the Alfibiovit of Oac Sw ?71e this _ f, 20

A fbr illhS ivatvr r 11 ' a Q' lei From: Nicole Braun (SRD)[Mallto:[email protected]] Ligitilaar Sent: Monday, February 25, 200 3:17 PM To: SRD,FNConsultLands-EDS.M Co: Kurt Borzel; Dion Lawrence; Aaron Davydiuk; Angela Green; Dennis Leask; Heather White; Jan Simonson; Jennica Goulet; Jennifer Fllax; Jody Butt; John Bruce (SRD); Lesley Merchant; Magdalena Jordan; Marcus Ruehl; Robert Oakley; Sean Trostem; Shannon Shewchuk; Tammy Proulx; Jenny Ferbey; Nadine Kheshen; Nicole Keef; Rllee Letendre; Shilpa Maracle Subject: Important Information Regarding the Lublcon Lake Band

On February 15, 2013 the Lubloon Lake Band held an election at Cadotte Lake, Alberta, The Governments of Canada and Alberta recognize the election of Mr, Billy Joe Laboucan as Chief. Chief and Council have requested that Alberta refer to them as the Lubicon Lake Band. On February 21, 2013 the new Chief and Council signed a Band Council resolution directing a consultation contact, This information became effective on Friday February 22, 2013 when the information was updated to the Aboriginal Relations website httb://www.aborlqinal.alberta.ca/576.cfm, The following Is the new consultation contact information for the Lubicon Lake Band,

Lubicon Lake Band Wayne Auger Box 1351 St, Isidore, AB TOH 3B0 780-219-5662

Accordingly, the Lubicon Lake Nation Notification Strategy, Government of Alberta Interim Directive is no longer in effect.

It has been identified that you are currectly in consultation with the Lubicon Lake Band.

For those projects that are currently active (already begun consulting with the Lubicon Lake Band through the previous interim directive) you are directed to provide the project notification package to Mr, Auger and to explain to him that consultation is active and ongoing (having begun under the previous directive with the previous consultation contact) and to discuss with him what he needs to complete the consultation process.

All consultation with any other party claiming to represent the Lubicon Lake Band will no longer be recognized by Alberta, and is to stop immediately.

Please direct your questions to Kurt Borzel 780-523-6560 or Dion Lawrence 780-538-8097

Thank you,

Nicole Braun, RPFT Team Lead First Nations Consultation Approvals Unit 780-778-7174

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A for Oaihs in and t the 1-roti mit OBERT D. w Barrisker and Sacitor Government of Alberta ■ Aboriginal Relations Page 1 of 6

Modified: February 22, 2013 Treaty 8 First Nation Consultation Contacts

Athabasca Chipewyan First Nation [Updated Decembers, 2012] Doreen Somers A/Director 220 Taiganova Crescent Office: 780-791-3311 ACFN Industry Relations Fort McMurray, AB Cell: n/a Corporation T9K OT4 Fax: 780-791-3632 Email: doreen.somersAacfn.com

Beaver First Nation [Updated September, 2011] James Kelly Consultation Consultant 12314 —103 Street Office: 780-222-4916 Beaver First Nation Edmonton, AB Cell: n/a T5G 2K3 Fax: n/a Email: n/a

Bigstone Cree Nation [Updated September 26, 2012] Cheryl Moberly Manager PO Box 1710 Office: 780-891-3836 Government and Industry Wabasca, AB Cell: n/a Relations TOG 2K0 Fax: n/a Email: Cheryl,moberly@bigstone,ca

Chipewyan Prairie First Nation [Updated November 23, 2012] Shaun Janvier cc: Stacey Mouille Director 205, 10020 Franklin Ave, Environmental Coordinator Chipewyan Prairie Industry Fort McMurray, AB Chipewyan Prairie Industry Relations Relations Corporation T9H 2K6 Corporation Cell: 780-881-9206 Phone: 780-715-3401 Cell: 780-404-6226 Email: directorcpirc,ca Fax: 780-715-3463 Email: environment(cpirc.ca

cc: Chris Heavy Shield Special Projects Chipewyan Prairie Industry Relations Corporation Cell: 780-404-6433 Email: chris,heavyshleldcpirc,ca NOTE: Please copy Stacey Mouille and Chris Heavy Shield by email on all information provided to Shaun Janvier. There is no need to provide hard copies to Stacey or Chris.

Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing, Government of Alberta ■ Aboriginal Relations Page 2 of 6

Treaty 8 First Nation Consultation Contacts

Dene Tha' First Nation [Updated December 12, 2012] Baptiste Metchooyeah Consultation Coordinator PO Box 120 Office: 780-321-3775 Dene Tha' First Nation Chateh, AB Cell: n/a TOH OSO Fax: 780-321-3886 Email: Baptiste,Metchooyea hCadenetha,ca

Driftpile First Nation [Updated January 9, 2013] Danny Bellerose Consultation Liaison PO Box 30 Office: n/a Driftpile First Nation Driftpile, AB Cell: 780-507-1511 TOG OVO Fax: 780-355-3650 Email: dannvbellerosedmail,com NOTE: Address all registered mail to First Nation.

Duncan's First Nation [Updated November 13, 2012] Conroy Sewepagaham Consultation Officer PO Box 148 Office: 780-597-3777 Duncan's First Nation Brownvale, AB Cell: n/a TOH 1Z0 Fax: 780-597-3920 Email: csewepadahamsis.net

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to government consultation & initiatives: Karla Buffalo Fort McKay First Nation PO Box 5360 Office: 780-828-2480 Fort McMurray, AB Cell: 780-715-8113 T9H 3G4 Fax: 780-828-4086 Email: kbuffalopfortmckay,com

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires an SRD Margaret Luker Fort McKay First Nation PO Box 5360 Office: 780-828-2480 Fort McMurray, AB Cell: 780-881-3731 T9H 3G4 Fax: 780-828-4086 Email: mlukergfortmckay,com

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing, Government of Alberta a Aboriginal Relations Page 3 of 6

Treaty 8 First Nation Consultation Contacts

Fort IVcKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires EPEA, Water Act approval or Waste Licence: Daniel Stuckless Fort McKay First Nation PO Box 5360 Office: 780-828-2480 Fort McMurray, AB Cell: 780-370-6177 T9H 3G4 Fax: 780-828-4086 Email: dstucklessAfortmckay.com

Fort McMurray #468 First Nation [Updated November 19, 2012] Kyle Gladue Government & Regulatory PO Box 6130 Office: 780-334-2293 Affairs Coordinator Fort McMurray, AB Cell: 780-370-4449 Fort McMurray #468 First T9H 4W1 Fax: 780-334-2457 Nation IRC Email: irc.ciov,IlaisonAfrnfn468,com

Horse Lake First Nation [Updated January 23, 2013] Chief and Council Box 303 Office: 780-356-2248 Hythe, AB Cell: n/a TOH 2C0 Fax: 780-356-3666 Email: n/a Website: n/a

Kapawe'no First Nation [Updated February 5, 2012] Michelle Knibb First Nation Liaison PO Box 10 Office: 1-800-443-2044 Kapawe'no First Nation Grouard, AB Cell: 780-523-6366 TOG 1C0 Fax: 780-800-6998 Email: michelleknibbgmail.com NOTE: If sending registered mail, please address to Kapawe'no First Nation rather than the individual.

Little Red River Cree Nation [Updated September 3, 2012] Harvey Sewepagaham Director/Consultation PO Box 30 Office: 780.759-3912 Coordinator John D'or Prairie, AB Cell: n/a Little Red River Cree Nation TOH 3X0 Fax: 780-759-3780 Email: ha rvev.sewepag ahamalittlered riverforestry,ca Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing, Government of Alberta • Aboriginal Relations Page 4 of 6

Treaty 8 First Nation Consultation Contacts

Loon River First Nation [Updated February 8, 2013] Eva Whitehead and Staff Manager PO Box 189 Office: 780-649-2211 Loon River First Nation Red Earth Creek, AB Cell: 780-649-4213 Consultation Unit TOG 1X0 Fax: 780-649-3873 Email: tlusaloonriver,ab.ca

Lubicon Lake Band [Updated February 22, 2013] Wayne Auger PO Box 1351 Office: 780-219-5662 Lubicon Lake Band St, Isidore, AB Cell: n/a TOH 3B0 Fax: n/a Email: n/a

Mikisew Cree First Nation [Updated October 18, 2012] — For Consultation related to resource development requiring an application to SRD, Linda Aidnell Land Use Coordinator 206, 9401 Franklin Ave, Office: 780-714-6500, Ext, 222 Government and Industry Fort McMurray, AB Cell: n/a Relations T9H 3Z7 Fax: 780-715-4098 Email: linda.aidnellamcfngir.ca

Mikisew Cree First Nation [Updated October 18, 2012] — For Consultation related to resource development requiring an EPEA, Water Act Approval, or Waste license, Cathleen O'Brien Regulatory Affairs Coordinator 206, 9401 Franklin Ave. Office: 780-714-6500, Ext. 222 Government and Industry Fort McMurray, AB Cell: n/a Relations T9H 3Z7 Fax: 780-715-4098 Email: Cathleen,obrienAmcfngirca

Mikisew Cree First Nation [Updated October 18, 2012] — For Consultation related to government consultation for all other policy and/or regulation matters, Sebastian Fekete Government Liaison 206, 9401 Franklin Ave, Office: 780-714-6500, Ext, 222 Government and.Industry Fort McMurray, AB Cell: n/a Relations T9H 3Z7 Fax: 780-715-4098 Email: sebastien.feketeamcfngirca

Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing. Government of Alberta ■ Aboriginal Relations Page 5 of 6

Treaty 8 First Nation Consultation Contacts

Peerless Trout First Nation #478 [Updated January 11, 2013] Doreen Seeseequon Consultation Coordinator PO Box 128 Office: 780-869-3985 Peerless Trout First Nation Peerless Lake, AB Cell: n/a TOG 2W0 Fax: 780-869-3986 Email: doreen,seeseeduonptfn.net

Sawridge First Nation [Updated December 7, 2012] Winona Twin Liaison PO Box 326 Office: 780-849-4249 Sawridge First Nation Slave Lake, AB Cell: 780-843-6917 TOG 2A0 Fax: n/a Email: consultationsawridciefirstnation,com NOTE: If sending registered mail, please address to Sawridge First nation rather than the individual,

Smith's Landing First Nation [Updated January 11, 2013] Chief Smith's Landing First Nation PO Box 1470 Office: 867-872-4950 Fort Smith, NWT Cell: n/a XOE OPO Fax: 867-872-5154 Email: n/a

Sturgeon Lake Cree Nation [Updated October 15, 2012] Curtis Mitchell AND Alfred Goodswimmer Consultation Coordinator Sturgeon Lake Cree Nation Office: 780-524-3307 PO Box 757 Fax: 780-524-2711 PO Box 757 Valleyview, AB Valleyview, AB TOH 3N0 TOH 3N0 Cell: 780-524-7471 Cell: 780-552-3452 Email: n/a Email: n/a

Please contact Aboriginal Relations at 780.6444945 with any concerns, inconsistencies or errors related to this listing, Government of Alberta is Aboriginal Relations Page 6 of 6

Treaty 8 First Nation Consultation Contacts

Sucker Creek First Nation !Updated September 26, 2012] Clayton Cuningham Director of Consultation PO Box 65 Office: 780-523-4426 Sucker Creek First Nation Enilda, AB Cell: n/a TOG OWO Fax: n/a Email: n/a

Swan River First Nation [Updated November 30, 2011] Darryel Sowan Swan River First Nation PO Box 270 Office: 780-775-3536 Kinuso, AB Cell: 780-843-9351 TOG 1K0 Fax: 780-775-3796 Email: n/a

Tallcree First Nation [Updated November 14, 2012] Clinton Laboucan Consultation Manager PO Box 100 Office: 780-927-4111 Tallcree First Nation Fort Vermillion, AB Cell: n/a TOH 1NO Fax: 780-927-4375 Email: n/a

Whitefish Lake First Nation [Updated September 26, 2012] Darren Auger Consultation Coordinator PO Box 255 Office: 780-767-2658 Whitefish Lake First Nation Atikameg, AB Cell: 780-805-0953 TOG OCO Fax: 780-767-2962 Email: [email protected]

Woodland Cree First Nation [Updated January 29, 2012] Chief and Council General Delivery Office: 780-629-3803 Cadotte Lake, AB Cell: n/a TOH ONO Fax: 780-629-3898 Email: n/a Please note that the date of update for each First Nation may reflect changes to the Consultation Contact or other Information such as address, phone number or email, Please contact Aboriginal Relations at 780.644-4945 with any concerns, inconsistencies or errors related to this listing, „...kki.e/rbaJR Glover n rn e n I; Pagel of 6

Modified: November 7, 2013 Treaty 8 First Nation Consultation Contacts

Athabasca Chipewyan First Nation [Updated December 5, 2012] Doreen Somers A/Director 220 Taiganova Crescent Office: 780-791-3311 ACFN Industry Relations Fort McMurray, AB Cell: n/a Corporation T9K OT4 Fax: 780-791-3632 Email: doreen.somersAacfn,com

Beaver First Nation [Updated April 6, 2013] Kieran Broderick Beaver First Nation Box 270 Office: n/a High Level, AB Cell: 250-793-4595 TOH 1Z0 Fax: 780-927-4064 Email: Kieran,Broderick(abeaverfirstnation.pb.ca

Bigstone Cree Nation [September 7, 2013] Melvin Beaver Director PO Box 1710 Office: 780-891-3836 ext. 290 Government and Industry Wabasca, AB Cell: 780-953-2099 Relations TOG 2K0 Fax: 780-891-2136 Email: melvin.beaverabidstone.ca

Chipewyan Prairie First Nation [Updated September 17, 2013] Shaun Janvier Director cc: Stacey Mouille cc: Linda Aidnell Chipewyan Prairie Environmental Coordinator Regulatory and Consultation Industry Relations Chipewyan Prairie Industry Relations Coordinator Corporation Corporation Chipewyan Prairie Industry Cell: 780-881-9206 Cell: 780-404-6226 Relations Corporation Email: directorncPirc.ca Email: environmentcpirc,ca Cell: 780-215-7105 Email: linda,aidnellAqpirc,ca 205, 10020 Franklin Ave, cc: Chris Heavy Shield Fort McMurray, AB Special Projects T9H 2K6 Chipewyan Prairie Industry Relations Phone: 780-715-3401 Corporation Fax: 780-715-3463 Cell: 780-404-6433 Email: chris.heavvshieldcpirc.ca NOTE: Please copy Linda Aidnell, Stacey Mouille and Chris Heavy Shield by email on all Information provided to Shaun Janvier. There is no need to provide hard copies to Linda, Stacey or Chris.

Please contact Aboriginal Relations at 780-644.4945 with any concerns, Inconsistencies or errors related to this listing. Government Page 2 of 6

Treaty 8 First Nation Consultation Contacts

Dene Tha' First Nation [Updated September 12, 2013] Baptiste Metchooyeah Consultation Manager PO Box 120 cc: (Alternate) Thomas Ahkimnachie Dene Tha' First Nation Chateh, AB Field Consultation Coordinator Office: 780-321-3774 TOH OSO Office: 780-321-3775 Cell: 780-841-8933 Fax: 780-321-3886 Cell: 780-841-3757 Email: Email: Thomas,Ahkimnachiendenetha.ca Baptiste.M etchooyeaheden etha.ca

Driftpile First Nation [Updated July 18, 2013] Danny Bellerose AND Ruthy Degner Consultation Liaison Driftpile Consultation Assistant Driftpile First Nation PO Box 30 Driftpile First Nation Cell: 780-507-1511 Driftpile, AB Office: 780-355-3868 Email: TOG OVO Cell: 780-536-8458 dannybellerose©cimaikcom Fax: 780-355-3650 Email: consultations driftpilecreenation.com NOTE: Address all registered mail to First Nation,

Duncan's First Nation [Updated November 13, 2012] Conroy Sewepagaham Consultation Officer PO Box 148 Office: 780-597-3777 Duncan's First Nation Brownvale, AB Cell: nfa TOH 1Z0 Fax: 780-597-3920 Email: csewepaciahamPsis.net

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires an SRD application: Margaret Luker PO Box 5360 Office: 780-828-2480 Fort McKay First Nation Fort McMurray, AB Cell: 780-881-3731 T9H 3G4 Fax: 780-828-4086 Email: mlukerAfortmckav,com

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing. C3over nrnent Page 3 of 6 Treaty 8 First Nation Consultation Contacts

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires EPEA, Water Act approval or Waste Licence: Daniel Stucklets Fort McKay First Nation PO Box 5360 Office: 780-828-2480 Fort McMurray, AB Cell: 780-370-6177 T9H 304 Fax: 780-828-4086 Email: dstucklessaJortmokay.com

Fort McMurray #468 First Nation [Updated October 11, 2013] Harry Cheecham Land Use Manager PO Box 6130 Office: 780-334-2400 Fort McMurray #468 First Fort McMurray, AB Cell: 780-880-2937 Nation IRC T9H 4W1 Fax: 780-334-2015 Email: irc,environmental(&,fmfn468.com

Horse Lake First Nation [Updated November 7, 2013] Barry Hochstein cc: Katherine Horseman President PO Box 18 Email: katherineAhlfnirc.com HLFN Industry Relations Hythe, AB Corporation TOH 200 Cell: 780-933-6503 Office: 780-356-2472 Email: bhochsteinahlfniro.com Fax: n/a NOTE: Please cc all correspondence to the consultation office to Katherine Horseman at: katherineRhIfnirc.com,

Kapawe'no First Nation (Updated October 10, 2013] Michelle Knibb First Nation Liaison PO Box 10 Office: 1-800-443-2044 Kapawe'no First Nation Grouard, AB Cell: 780-523-6366 TOG 1C0 Fax: 780-800-6998 Email: n/a NOTE: If sending registered mail, please address to Kapawe'no First Nation rather than the individual.

Little Red River Cree Nation [Updated September 3, 2012] Harvey Sewepagaham Director/Consultation PO Box 30 Office: 780-759-3912 Coordinator John D'or Prairie, AB Cell: n/a Little Red River Cree Nation TOH 3X0 Fax: 780-759-3780 Emalkharvey.sewepagahamAlittleredriverforestry.ca

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing, b. ji Government Page 4 of 6 Treaty 8 First Nation Consultation Contacts

Lubicon Lake Band [Updated October 18, 2013] Wayne Auger Consultation Manager PO Box 1351 Office: 780-629-2356 Lubicon Lake Band St. Isidore, AB Cell: 780-219-5662 TOH 3B0 Fax: 780-629-2473 Email: w auger(hotmail.com

Mikisew Cree First Nation [Updated September 7, 2013] Melanie Dene Consultation Coordinator 206, 9401 Franklin Ave. Office: 780-714-6500, Ext. 506 Government and Industry Fort McMurray, AB Cell: n/a Relations T9H 3Z7 Fax: 780-715-4098 Email: consultationmcfnpirca

Peerless Trout First Nation #478 [Updated August 30, 2013] Doreen Seeseequon Consultation Coordinator PO Box 128 Office: 780-869-3985 Peerless Trout First Nation Peerless Lake, AB Cell: 780-649-0545 TOG 2W0 Fax: 780-869-3986 Email: doreen.seeseequonAptfn.net

Sawridge First Nation [Updated December 7, 2012] Winona Twin Liaison PO Box 326 Office: 780-849-4249 Sawridge First Nation Slave Lake, AB Cell: 780-843-6917 TOG 2A0 Fax: n/a Email: [email protected] NOTE: If sending registered mail, please address to Sawridge First Nation rather than the Individual.

Please contact Aboriginal Relations at 780-644.4946 with any concerns, inconsistencies or errors related to this listing, e/rbk .;overnment Page 5 of 6 Treaty 8 First Nation Consultation Contacts

Smith's Landing First Nation [Updated August 14, 2013] Chief Andrew Wandering Spirit PO Box 1470 cc: Jeff Dixon Smith's Landing First Nation Fort Smith, NT Lands & Resource Coordinator Email: chieMslfn196.com XOE OPO Office: 867-872-4950 Lorraine MacDonald Fax: 867-872-5154 Band Manager NOTE: Please copy all correspondence to Jeff Dixon, Lands and Resource Coordinator and Lorrain MacDonald, Band Manager.

Sturgeon Lake Cree Nation [Updated October 10, 2013] Alfred Goodswimmer Consultation Manager PO Box 757 Office: 780-524-3307 Sturgeon Lake Cree Nation Valleyview, AB Cell: 780-524-6766 TOH 3N0 Fax: 780-524-2711 Email: alfredda,sturdeonlake,ca

NOTE: Sturgeon Lake Cree Nation would like proponents to send originals in the mail rather than fax.

Sucker Creek First Nation [Updated September 17, 2013] Clayton Cunningham Director of Consultation Box 65 Office: 780-523-4426 Sucker Creek First Nation Enilda, AB Cell: n/a TOG OWO Fax: n/a Email: n/a

Swan River First Nation [Updated November 30, 2011] Darryel Sowan Swan River First Nation PO Box 270 Office: 780-775-3536 Kinuso, AB Cell: 780-843-6333 TOG 1K0 Fax: 780-775-3796 Email: n/a

Tallcree First Nation [Updated August 30, 2013] Mike Cardinal Interim Consultation Manager Box 100 Office: 780-927-4111 Tallcree First Nation Fort Vermilion, AB Cell: n/a TOH 1NO Fax: 780-927-4375 Email: n/a

Please contact Aboriginal Relations at 780.644-4945 with any concerns, Inconsistencies or errors related to this listing, ,,M9R4/1-A Goverrirrent Page 6 of 6 Treaty 8 First Nation Consultation Contacts

Whitefish Lake First Nation [Updated April 10, 2013] Darren Auger Consultation Coordinator PO Box 255 Office: 780-767-2658 Whitefish Lake First Nation Atikameg, AB Cell: 780-516-2730 TOG OCO Fax 780-767-2962 Email: ddauger731ive.ca

Woodland Cree First Nation [Updated March 26, 2013) Isaac Laboucan-Avirom Councillor General Delivery cc: Lawrence Lamouche Lands & Consultation Cadotte Lake, AB Email: Lawrence@woodlandcree,net Email: TOH ONO [email protected] Phone: 780-629-3803 Fax: 780-629-3898 Please note that the date of update for each First Nation may reflect changes to the Consultation Contact or other information such as address, phone number or email.

Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing, THiS IS E.171.1BIT " L -7 Iv VIA EMAIL re:jerred to in the riffiudvit of "

April 2, 2013 S)vort e Ails Penn West Exploration D Attn: David Middleton — Executive Vice President Suite 200, Penn West Plaza . A Co.n.,!::!;A::%.:1' On:Ils 207 - 9th Avenue SW in and fcr tke of Al be 1. Calgary, Alberta T2P 1K3 ROBERT. D.WOOD Telephone:(403) 777-2500 Elahristor and Solicitor David,Middleton@Pennwest,com

RE: Resource Development within Lubicon Lake Nation Lands, Notice to Industry

Good day,

The attached notice has been drafted for the benefit of resource companies intending to develop lands within Lubicon jurisdiction known as 'the Teardrop'. The government of the Lubicon Lake Nation has made extensive efforts to find mutually respectful ways to allow responsible development to occur on our lands despite the ongoing Jurisdictional concerns between Alberta, Canada and the Lubicon Lal

Regards,

Garrett Tomlinson, EMT Communications / Industry Liaison Emergency Services Coordinator

CC: Hon. Robin Campbell — Minister Aboriginal Relations, Alberta Frank Oberle — MLA, Alberta Cole Pederson Executive Director Aboriginal Consultation, Alberta

)1:1) 619-3945T:ex (700 0.9-3,539 BOx 6731 PIM • ' AB Ti5S1S5 WITARMICONTAacENATitoNtala April 2, 2013

NOTICE TO INDUSTRY PROPONENTS

The Lubicon Lake Nation:

• Is a Sovereign and self-determining Nation with our authority, autonomy and jurisdiction fully intact and operational. • Has self-determining powers which include (but are not limited to) those inherent rights to our land and territory, our peoples, and our decision making. Self-determination includes decision-making in all area of Lubicon Lake Nation life, This includes cultural, social, spiritual, governmental, legal and economic self-determination. • Continues to exercise our sovereign authorities and self-determining powers over our land, territories and peoples, Our Nation has never ceded territory or authority for our Nation to a Canada or any other foreign jurisdiction nor acknowledged the jurisdiction of any other Nation, including Canada, to make decisions related to our territory, peoples or governance of the same. • Has always followed our customary leadership and selection system. We have always acted In accordance with our custom related to recognition and acceptance of Lubicon Lake Nation peoples. • Leadership was selected on June 25, 2009 and affirmed in accordance with our Custom leadership selection code on July 19, 2012. • Provides notice that any other process that professes to be a Lubicon Lake Nation process is not supported by the Nation, fraudulent and rendered no results applicable to or binding on the Lubicon Lake Nation. Any other Individual(s) holding them out to be the leadership of the Lubicon Lake Nation do so without authority and without the support of the people of the Lubicon Lake Nation. • Intends to persist In our pursuit of justice for the Lubicon Lake Nation, addressing the rumoured and illegal activities and conflict of interest which Canada formulated, perpetuated, accommodated, endorsed and/or acknowledged in international and other venues in order to address and seek redress for the illegal activities and conflict of interest.

i,29.3945 Ti (,7 . 152 39 Fox Dom 6731,. Pt(M.C4 RIV,101 'MI www,vimmuta,NRENMIONNLION And Whereby:

• The Government of Canada appears to be attempting to unlawfully forcibly apply foreign Jurisdictional authority, legislative standards, economic force and political pressure to the Lubicon Lake Nation; • The Government of Canada continues to provide misinformation regarding the rightful governance of the Nation, including the housing of the portfolio for economic activities in our traditional territory; • Our Government, including Chief and Council and our Elders' Council have been recognized by the Lubicon Lake Nation as the representative government for our people; and • Our Government has responsibility for, among other things, economic development and consultation and accommodation related to our territoriality,

We Provide Notice That:

• The Lubicon Lal

Signed,

Original Signed Original Signed Original Signed

Chief Bernard Ominayak Councillor Walter Whitehead Councillor Alphonse Ominayak

Original Signed Original Signed Original Signed

Councillor Dwight Gladue Councillor Bryan Laboucan Councillor Larry Ominayak

Original Signed Original Signed

Councillor George Whitehead Councillor Dwight Jordle Sawan 11/25/2013 02:10 780-629-3935 LUBICON LAKE NATION PASE 01/02

41.,0*NPIA 11M1/1

November 25, 2013 7:111S IS DT/Mir ", Z 7017.cd to the Al,fidavit. David B, Roberts — President & CEO of Pennwest Exploration C.\\L_Kaa.c.k Suite 200, Pone West Plaza 207 - 9th Avenue SW me this 1. . Calgary, Alberta T2P 1K3 DaVid,RObertsepennwest.COM A.D. 20Na,

Re; Pent West Fax Nov 22,2013 "Re: Alleged Trespass at 3.25-91-13W5" on for Gels. fo, Pi i4eK:t Mr,'Roberts, Ros _Kt D. WOu The Lubicon Lake Nation is in receipt of a faxed letter of November 22, 2013 on, your behalf by Keith Luft,..General Counsel, which is attached to this letter, The letter Indicates that your company intends to c:xr:turi itehre:::looralitCi: project within the Lubicon Territely despite our outstanding objections, lack of consent and now 11017nal, legal ordcrs relating to trespass on Lubicon Lake Nation lands,

'The letter indicates that this work has been authorized by a so-called "Lubioon Lake Band". As you people form a Nation. and the Indian well loiow, our At is irrelevant to our rights, interests and authority over out Lands. lo, any event, no indiall Act band Traditional AS such has authority over our Traditional Lands. We have treaty with the Crown and retain full never signed title to aux lands without designation ofroserves under the Indian that your company has been intentionally Act. The fact misled by the Provincial and Pedend Government regarding who the holders ofthe Aboriginal Rights and Title to our lands is of no consequence to us. Neither level of government the authority to make such a determination. As such, has the so-called "Lubicon Lake Band" has no 1tttholity to deal with, speak to or withdraw the objections regarding development of OUR lands. The token communications that purport to be "engagement" have become clearly you anything but meaningfial engagement and our peDple see this charade. As was triads explicitly clear on through November 19, 2013, the Majority of Lubicon Lake yation people are supportive of the COVPriltficut oftbel.ubicon Lake Nation that they 010004 May people of the on 30, 2013 and .to positions, The Lubleon Lake Nation have indicated to our Government that they action to defend those positions. remain ready and will* to bake

Fl ally, to be absolutely clear, the Lubicon Lake Nation as represented Penn West by its lawful Govern:pent, has not giverx consent to enter upon, develop or exploit our lands and resources, Government As indicated in the oikler issued by this on November 21, 2013 the strictest standard oferorcement oft he Lubi con¡ ek applied." e Na ion tam will be

Govern yourselves accordingly,

Chief Bernard Ominayak Lubicon Lake Nation

CC: National Chief Shawn Ade° AFN; Orand ChieflVlatthew Bill Naniagoose Cooncome Grerid C =oil of Crees; — Grand Council of Creer, Chief Wallace Pox — ThOttlaN Orden Lake Cree Natio Mulcair, l — Official Opposition; ,Tustin 'Pruden, MP — Liberal; Tatnes Anaya — UNI-IRC; lvliehelle Mat:lade Pennwest; S, Keith Lull; Pennwost; Rick QtOrge Pennwest; (780)62390'AM (780 62,9.3939 Pa. Q Box 67111. Pi8ACE Rrinak, US'SS VINITW.LIAMONIA'KENATION.COM 11/2昌/2ll5U 2:鼓 7的～62S-3S394.tl 1t:~~～。LUCON LAKE 黔ION:,, ～娜～;7: 户A(5E 02/02

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A Coo fbr (Lr.hs in mid fir thu ocAt; ROBERT D. WOO Barrister and Solicitor 0.k.-orm

NOTICE

PennWest Exploration is hereby advised that an Order was passed on November,2 ,2013 by the Chief and Council of the Lubicon Lake Nation respecting Illegal use and/or occupation of the Lublcon Lake

Nation lands by PennWest Exploration PennWest Exploration is subject to the Order and the laws governipg the same. Failure to comply with the Order will result In the application and enforcement of

Lublcon Lake Nation laws to their fullest extent.

THIS NOTICE is made and approved at a duly convened meeting of the Lubicon Lake Nation Chief and

Council this l day of November, 2013.

Signed on Behalf of the Lublcon Lake Nation by

Chief Bernard Ominayak

• ,/,4: u c lor Alphonse Omlny k uncillor Bryan Laboucan

C/)Orninayall Dwight Gladue r L rry

nc lor Dwight Jordie Sawan

(MC))629P -39451m (780)679.5939 FAX P. O. Box 6751 Plimai Am;a, AB MS 11S5 WAYI%III II ICON TAN kTION,COM THIS Is EXHIBIT " (:;0 referred to in ilk.: 415;0. of l'AidALLII.e MC QQCkCie Sive efie 71e this -if

Con for Clcnils in and for-thm

12nBERT D. WOOD Solicitor Chronological no. ;77 / File reference no, ,,V /2 "11/0.1.7

LURICON LAKE NATION

ORDER AND COUNCIL RESOLUTION

Quorum consists of four (4) Council Members

Date of duly convened meeting Dtty Month Year Province a II 1 I I l 3 A LB ERTA

WHEREAS: Pursuant to the authority inherent in the Lubicon. Lake Nation, some of which is encoded in. The Law of the Lubicon Lake Indian Nation Respecting Use of its Traditional Territory (1988) and addressed further in the Lubicon Lake Nation Trespass Law (2012),

WHEREAS; Penn West is hereby ordered to cease all acts constituting a breach of The Law of the Lubicon Lake Indian Nation Respecting Use ofits Traditional Territory (1988), including but not limited to the:

• occupation of Lubicon Lake Nation.land (s.3) • extraction or attempt to extract resources on Lubicon Lalce Nation Land (s.4) • exploration, drilling, cutting of seismic lines or any use of the lands of the Lubicon Lake Nation (s.5) • entering, remaining on, erecting any constructions, maintain. any installations, worlcs or facilities on Lubleon Lake Nation land (s.7)

WHEREAS; Unions and until the Lubicon Lalce Nation's Government, on behalf of the Laical), Lalce Nation and consisting of Chief Ominayak and Councillors Alphonse Ominayak, Bryan Laboucan, Dwight Gladue, Larry Ominayak, Dwight jordie Sawan and Elden' Council .Members Joe Laboucan and Walter Whitehead consent thereto pursuant to The Law of the Lubicon Lake Indian Nation Respecting Use ofits Traditional -Territory.

AND WHEIXEAS; Penn West ExPloration's 'breach of this law will constitute an illegal and prohibited purpose and trespass as defined in the Lubicon Lake Nation Trespass Law 0,5. Such a breach will. result in enforcement pursuant to The Law of the Lubicon Lake Indian- Nation Respecting Use of its Traditional Territory (ss. 9, 11, and 20) and to the enforcement mechanism recorded in the Lubicon .Lake Nation D'e,spas,s Law, (ss. 6-10). In all oases, the strictest standard. of enforcement.of .the Lubicon Lake Nation laws will be applied.

NOW THEREFORE,RE IT RESOLVED:

THIS ORDER TS HEREBY .made and approved at a duly convened meeting of the Laken Lake Nation Chief and. Council this p day of November, 2013. XterWa4 Eldora' Council Member Elders' Council Member

Chief Berl Eird Ominayak

Cou for Aiphon e 0 °Mot Bryan Laboucan

C `r Dwight G ,ouncillfir Larry Oininaye

e. CYw.ight jordie Sawan THIS IS EA.711B.17" " referred to in the Affic.t'cAnt of

Swor rfeirn le this —II dof (26:' • A D 20 EL

C0111131it.)11,:l. for Oaths in dnd for thu Pi ocii:ve of Aroma ROBERT \MOOD .11areister and Solicitor

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Lubicon Lake Nation Takes A Stand

On November le,201311 became dear that PennWest Explorrdon had no respect tot the authority, autonomy and sovereignty of the Lubicon take Nation or its Government.

Untecte41 g Who Vitg Are. • Ci_ens found a PennWest carraadzo Tratlicirrall Tareitl ta clearing two leases for a driiiing and frackIng . • . • • .. operations within Lithium lake flatly!: isni pecipiesimile* an ourIrd199!!!pla protect without =nerd or even dear notice. the territory, the land end all OM ottillpanti. Our historYbegaiiiong before colonial Intrusion amt On November 19,2033 Lubicon Lake Nat-an We have been mi aur•Tiadltlanair% , atirens attended the PermWest proposed siaa Brice begat Our families rated peaceably lease and gapped their operations. together, sornutlinei iatiiertrig In eeiebrathat PennWest contacted Ctief Ornir.ayas arsi mourning, or ti pariklpite in Otheradhional agreed to stand down operations tunii a econerny. Our *pie were ddlissourbncrwas. meeting too place to resolve the issues. • abundant. WetraveledthetrhdeofCtNdt somettrneleiningwithotherka In On November 20. 203.3 PennWest regatted and wines homes. • their operations without any meeting cr nodce. We have ahVays heerise0-detertnlninliutfth tt Mtge Rapeseed On November 21. 2013 the Government of degree Fam*al atitanorny. Oth a the Lubicon Lake Kaden issued a Trespass wererepresented in the governance end. Notice and Order to vate m accastance dedsionTrat svOintiCand with the Government of the Lubleon take youth held and hold Mipartant roleski.ats Nation. AN Nader+ Trespass La.20.22,11. af our cid-tens OarthiPateeilitilieegatitirian econortri,provicang ecionamIcstilliMiY and shared On November 22. 2013 Pennwest directed a wealth.Our lawsWere and are rived fave• cur citizens letter to Chief Orrimayak refusing too:imply knew and understood the taws end lepl orders as . with the order. they were taught to every either+.frani birth until death. Tirane this process wepme to know the respansibdity for ate Vend and cur Sovereign retatinnship withantl dblIgathin t atm.terrItory. AD of oar actions then and now are grounded in the shard understanding that as original peoples living In our original territory we areimbued Sovereign responsibilities to cur'rrkery. i'iij 12.-17.111B.17" " PC:10nd TO in Mo. 4*(/ . of

ine

20ja A 141:d fì'i • the Pi ovh of Ali er,a ROBERT D. WD Sardster and Solicitor A-1\044... 9e0 pve. \,,..vesiL, '. %‘2.„\---,(No-c 6.. c>r\rr \cm"'s CPLY(\e--i ,4) Cc:A\ r\c. • • cA,\ c`r he \ C„)-at'.',\cca cy\ Q... 0 E 0 Y. y . C (mac.. does Y"No4- neloJAve- Oka- S C-t S

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aa( Ltd)I co na.+- THIS JS EXHIBIT " referred to in the, (4.::4 it of \r\rA9-.. 14C-.Q\1aCta-

AD 20 ,

A Contn,.;:::::(4..;:r for 0.r.hs in wd for tht: Pic of idi,or..a ROBERT D. WOOD Barisfer and Solbitcy SEE ACCESS SHEET 1 of 7 i t ROAD PLAN 25 Corner Elevations 91 - 13 - 6 s0,t N.W.= 758.7 N.E.= 1 757,9 10, S.W.= 761.4 S.E.= 757.2 6m Seismic Line I I , I I Joe FMA 0900044 c'e "" 14%f pGqR/14, / Daishowa-Marubeni International Ltd. C c,cP P TPA 66 41- C•tP - Walter Whitehead ( 20rn Penn West LOC 830409 I p:9 Not Constructed) AA,-4--• / o II II Zoo oces est, s (S.i) 6 1 1 (.00 );s3o6'48

200m, A 3 Topographic Radius , SEE \ \ Ck4 11' Penn West', DDETAIL Pad Site MSL 110873 \ sf. I \ %, es ,, '\I \ ( \ t , _i2 c ,t Riser Site \ , iir ii 41 \ '0, Penn West \I PIL 110864 1 ‘,.,0 I \ \ 0, '‘ I ~GJ4, 1 \ 1,,, \ \ L ,s,e B/H .-,...._ _ ,,,c 100/03-25 m%,% \ta..„‹. BA; \ .., ,.,.,..).,..5,,, S \ \ •R/5 e' 0> 100/04-25 15r,-,, pIL RAN k c.82,52). ;./ %sit50: ..,„.. \\ .s Penn eWtV et PL A _____ \ ---- -Theoretical Government Road Allowance

SEE HORIZONTAL PAD SITE PLAN DRILL DETAIL o 20 4.1) do do 114 rk 200 m Plan Showing LIDAR Survey of SCALE-1:5,000 PENN WEST HZ SAWN LK 3-24-91-13 PENN WEST HZ SAWN LK 4-24-91-13 Pad Site (MSL 110673) and Access Road (LOC 110648) from a Surface Location in Plan Information Is based on War Data collected by Airborne Imaging Ino.(June & August 2008 - L.S.3 & 4 Sec.25 Twp.91 Rge.13 W.5 M. Pro/clots 1158 & 1174). As-Built SurveY to Follow. NORTHERN SUNRISE COUNTY AREAS: HECTARES ACRES I, Michael A Stewart, Alberta Land Surveyor, solemnly declare that Pad Site 1.885 4.66 1. the survey represented by this plan was made under my personal supervision, Access Road 3.503 8.66 Total 5.388 13.32 good surveying and In accordance 2 the survey was made in accordance with Prectices Unless Indicated otherwise, Bearings and Coordinates are based with the provisions of the Surveys Act, on the NAD 83(Original) datum, UTM Grid projection referred to the 3. the survey was performed on the date of January 4th, 2011, Central Meridian 117' W.(Zone 11)and were derived by G.N.S.S. and that this plan is true and correct, and is prepared In accordance with the Combined Scale factor used = 0.999527 provisions of the Public Lands Act, Datum: ASCM 865600, Elev. 488.120(Geoid HT 2.0) 4. and make this solemn declaration conscientiously believing it to be true and knowing To convert UTM Bearings to Bearings referred to the that it is of the sa and e ect as if made under oath. Central Meridian cite Twp. add 0'49'35" or,VEY00 OPERATOR: 0340" N PENN WEST PETROLEUM LTD. Alberta nd Surveyor i_7. Declared before me at the City of Edmonton ce P064 in the Province of Alberta w in.._i Altus Geomatics th' 22nd day of May, 2013 4. Limited Partnership

Leslie Hopkins - Exp. Nov,2, 2014 Land Flle No: 10-20632 A Commissioner for Oaths in and 3 Updated Plan May 7, 2013 SZ BL for the Province of Alberta. 2 Updated Plan Mar. 23, 2012 WL GS 0 Issued Feb. 23, 2011 BC-DS Toll Free: 1-800-485-8233 ram auvtagf4st.ii gatakTga§KERMAIGN www.altusgeomatice corn File: 135239W-R3 Job No,: 135239-E Altus Geomatles Client File No: 85766/85758 AFE No: A11370267 SHEET 3 of 7 PennWest Exploration

/8 91 - 13 - 6 i;

1/ ;8 FMA 0900044 Daishowa-Marubenl International Ltd. fl TFA 123528 (Expired) ma Penn West Petroleum Ltd. TFA 126592 Penn West Petroleum Ltd. TPA 66 Walter Whitehead 2 ofi(fq";

1 PerutWest 3-36 Pad Site MSL 110757

Penn Weal 4-36 Pad Site MSL 100913

FMA.0900044 Dalshowa-Marubenl International Ltd. TFA 116795 (Expired) Penn West Petroleum Ltd. rr TFA 123528 (Expired) 70x00m. Penn West Petroleum Ltd. itamiramPld Remote TFA 132009 A Sump Penn West Petroleum Ltd. TPA 66 Walter Whitehead '11,64:A' 4qs <4 A 2%g/ 4;,i/i ,!' Al / ennpaWdeg,t14,25 9 ,4: IP p/y4, / MSL 110769 o 'iboqvi, 9,7,1, 6'0 .45.)?,V S, '''' 0 200 W e411.0j704fa e ;_t 4,0 104, >w W _Lt .6m Trail if ..-r r I 'I 1 Penn West / I 1 Sump Site , t okr et b 1 4( ,.••• ( 1 MSL 110764 .--... (to be Cancelled) FMA 0900044 25 Daishowa-Marubenl International Ltd. —1ii 11 91 --13. 5 TPA 66 ii,i Walter Whitehead ii 11 1 Penn West LOC 930409 L P"4 4,„ (Not Constructed) I1 • 4,1 4‘ P /0m. k14, H °C13.20119R7272 / °P H 6 \\ lt1 11 4 \' tit 3 .P. 4,0 1 *5 '''''"':\,\\ H Penn West '\\ I 1 Pad Sile l',w MSL 110673 ‘‘4 4', `.().1 Art 134-1 1007041-25\u+%\100/03.25 1 6 v 4i.,4r 'Y ACCESS ROAD PLAN L Theoretical Government Road Allowance 2d0 ado ado 504 m id° I SCALE - 1:10,000 II

REV. PAD SITE 3-25-91-13-W5 File: 135239W-R3 Job No,: 135239-E Client File No: 85756/85758 AFE No: A11370287 TiliS IS EXHIBIT " !I ,eferred to in the Affidavit of -14\ckv tic(k)ado itivdrn befor the this I I ay of A D 20

A Commissioner for Oaths he Province of Alberta oBER~®T DD. W OOD Eiarrister and Solicitor November 26, 2013 For Immediate Release

Lubicon Lake Nation Tells Penn West Petroleum to Frack Offl: Peaceful Occupation of Penn West Petroleum Site Begins

Little Buffalo, AB/ The Lubicon Lake Nation people have been driven to enforce their Law against PENN WEST PETROLEUM LTD.(TSX: PWT);(NYSE: PWE)today on an oil lease site located in their Territory by peacefully occupying a nearby access road, The oil and gas giant Penn West has indicated they intend to. drill and use hydraulic fracturing at the location. The site is at the headwaters of a nearby lake, bordered by the traditional Lubicon community of Kinosew Sakahikan referred to provincially as Haig Lake. Long-time Chief Bernard Ominayak said this evening: "We have never signed treaty, ceded our land, nor sold it to anybody, It's high time that all-resource companies operating on Lubicon Lake Nation lands, including Penn West, as well as the Provincial and Canadian governments respect that and stop destroying Lubicon land and stealing Lubicon resources."

The Lubicon Lake Nation has not signed treaty with the Crown or any other foreign body at any time. As such, they remain the sole title holders and retain the Aboriginal rights to their land and resources and do not recognize the authority of the Province to issue any type of permits to Industry for the exploitation of Lubicon land. The Government of the Lubicon Lake Nation requires industry to obtain the free, prior and informed consent from the Nation prior to any environmentally harmful project moving forward. This hasn't happened in this case according to Chief Ominayak, Penn West has been repeatedly informed by the Nation that no foreign government, including any Canadian endorsed, illegal, Indlan Act formed government, will represent the Lubicon Lake Nation with regards to their lands.

On November 18, 2013, a group of Lubicon Lake Nation people visited the Penn West jobsite to inquire about the presence of equipment and large number of Penn West personnel on location, as the Lubicon Lake Nation was not properly consulted and has not given their consent to Penn West, Initially, Penn West agreed to halt the work and attend a meeting on November 20, 2013, The following day the company called to cancel the meeting and restarted their illegal operations. As a result, the Government of Lubicon Lake Nation passed a Council Resolution and Order indicating that Penn West was trespassing on Lubicon land and had to vacate the territory immediately, This Order was issued in accordance with two Lubicon statutes that had been passed by the Government of the Lubicon Lake Nation in 1988 and 2012. The Government of the Lubicon Lake Nation is enforcing these laws as they would any other and expect the RCMP to join them to do the same.

Following receipt of the Orders, on November 25, 2013, Penn West representatives met at the Lubicon Lake Nation Administration Office with Chief Ominayak, Council, Elders' Council representatives and a group of Lubicon Lake Nation citizens. Penn West refused to address the issues and presented a hardline position: They would not engage with the Lubicon Lake Nation government nor would they cease their operations. Lubicon citizens and representatives

(78.0 629.3945"Eu (.780)629.3939 :Da P.0. Box 67,31,. rkt .AB WWW,LU 5 00NM ANZran ,NA outlined yet again that they were being forced into third world living conditions, only to watch while oil and gas companies like Penn West extract billions of dollars in oil and gas from their lands.

Forced into this difficult position, the people of the Lubicon Lake Nation have travelled one hour deep into their territory and indicate that they intend to remain at the location until Penn West ceases operations and takes their requests seriously, as Penn West's development is having real consequences on their health, wellbeing and lands of the Lubicon Lake Nation, including the air, water, soils and animal habitats.

For More Information Contact:

Councillor Dwight Gladue Lubicon Lake Nation P.O. Box 6731 Stn. Main Peace River, AB T8S 1S3 (780) 625-4208 Direct (780) 629-3939 Fax [email protected] www.LubiconLakeNation, ca

-30- Twitter / LubiconNation: #Lubicon build shelter across ,,, Page 1 of 2

4 Lubicon Lake Nation Follow A @LubiconNation 1,113icon build shelter across @PennWestEx. access! Ingenuity + tenacity #FrackOFF pictwitter.corn/SLwjIJAMcx

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THIS 15 EXHIBIT " f Is veferred to in the Affidavit of hc()\lacis. Swo efore e this I do of C A D. 20 ri

A Commissior •rfzer oOaths_uf in and fin. the erta \NO ROBERT D SoWitor earater and

1 RETWEETS FAVORITE

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Don't miss any updates from Lubicon Lake Nation Join Twitter today and follow what interests youl ..... , Full name Email Password

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https://twitter,corn/LubiconNation/status/408052629512519680/photo/1 05/12/2013 Twitter / LubiconNation: #Lubicon build shelter across Page 2 of 2

ex t roi tow Luraicormation to ¿'il4 in uariaaa seaggiiúp agittyari

(9) 2013 Twitter About Help Ads

https://twitter,com/LubiconNation/status/408052629512519680/photo/1 05/12/2013 THIS IS EXII1131T referred to fl the ./07U'Ll Vit Of i\-kiC,kv kW. hc().x.:\cke

EI thiS I \cier A D 20 e,

A for (1,r:1s 1.1ii.• ROBERT D. WOO Barrister and Solicitor

TI1i.S J"EX_1 111.3 !is- '1_ refetnd iv in th; 46a,i,n2ii. _Liscuw,04-01L.. me this

FIOPERT D. WOOD Michelle McQuade Solicitor Darn:ter and General Manager, Health, Safety, Environment and Regulatory

Penn West Petroleum Ltd.

Suite 200, Penn West Plaza, 207-9th Avenue SW

Calgary, AB, T2P 1K3

Dear Michelle et al:

As the federally and provincially recognized authority and governance, the Lubicon Lake Band Chief and Council do hereby authorize any action to be deemed appropriate so as to prevent and to desist any illegal work stoppage by Mr. Bernard Ominiyak or anyone under his direction.

The two areas where active work is being jeopardized is in the Sawn Field in the specific location 14-25- 091-13W5, and in the Otter Field with the specific location of 14-11-088-12W5.

We also approve that the Royal Canadian Mounted Police to tale any action regarding Mr. Bernard Ominiyak, a Lubicon member or any others, who may act as the Chief and Council in their attempts for work stoppage and illegal blockades.

Thank you for your cooperation.

Sincerely 76-y . /I, 21 t?

Chief Billy Joe Laboucan

Councillor Mike Ominiyak

Councillor Brian Laboucan

Cc, RCMP Cpl. C. J. Blize, Watch Commander, email: [email protected]

LUBICON LAKE BAND J-463 BOX 1351 ST. ISIDORE, AB TON 3E30 December 2, 2013 For Immediate Release

Lubicon Lake Nation Sues PennWest Petroleum Ltd. (TSX: PWT); (NYSE: PWE)for Trespass and Destruction of Traditional Lands

Little Buffalo, AB/ The Government of the Lubicon Lake Nation has filed a lawsuit against oil and gas giant PENN WEST PETROLEUM LTD,(TSX: PWT);(NYSE: PWE) late Friday following a week of protest and enforcement of a trespass related eviction order by the Lubicon Lake Nation people at a Penn West site, The assembly has been dubbed: Operation "FrackOff: the Penn West Eviction, and began on Tuesday November 26. "The Lubicon people have sent a message loud and clear by assembling at the Penn West location to enforce our laws, now it's up to us as their government to support them in every way we can." Chief Bernard Ominayak said from his office this morning.

The statement of claim argues that because the Government of Canada did not enter into Treaty with the Lubicon as required by Canadian law prior to developing oil and gas on Lubicon lands, the leases issued to Penn West by the province of Alberta are null and void. It goes further, stating that the development has caused irreparable harm to the Lubicon way of life, including hunting, fishing, trapping, their ability to travel in their lands, as well as their ability to use ground water and gather plants for medicines,

The statement of claim indicates that Penn West has acted in "bad faith" in their dealings with the Lubicon Lake Nation and that the Lubicon are entitled to an immediate injunction restraining any further work from continuing until the issues are resolved. As for the people assembled at the Penn West site, despite heavy winter storms and below freezing temperatures, they have unanimously indicated that they won't be leaving until the company and the province agrees to respect the jurisdiction of the Government of the Lubicon Lake Nation over their lands.

For More Information Contact: THIS IS EXHIBIT " Councillor Dwight Gladue referred to in the Affidavit of Lubicon Lake Nation \k\CVAR_k kC 1ICACUZ. P.O. Box 6731 Stn. Main Peace River, AB T8S 1S3 Swote -bar= nie this (780) 625-4208 Direct ' (\\c' A D 20a. (780) 629-3939 Fax admin©LubiconLakeNation,ca A Commissioner for Oulu www.LubiconLakeNation.ca in and fin- the Provir.;:e of Alberta Twitter: (LublconNation W• ROE ,ErAT D. OD ulster aLld Solicitor -30-

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