Application (Re Distribution and Discharge)

Form 27 [Rules 6.3 and 10.52(1)]

Clerk’s stamp:

COURT FILE NUMBER 1901-07098 COM Jan 19 2021 J. Eidsvik COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF SAFEWAY HOLDINGS (ALBERTA) LTD.

DEFENDANTS PETROCAPITA OIL AND GAS L.P., PETROCAPITA G.P. I LTD., PETROCAPITA PROCESSING L.P. AND PETROCAPITA GP II LTD.

DOCUMENT APPLICATION BY HUDSON & COMPANY INSOLVENCY TRUSTEES INC., COURT- APPOINTED RECEIVER AND MANAGER – DISTRIBUTION AND DISCHARGE

ADDRESS FOR SERVICE AND Dentons Canada LLP CONTACT INFORMATION OF PARTY Bankers Court FILING THIS DOCUMENT 15th Floor, 850 - 2nd Street S.W. Calgary, Alberta T2P 0R8 Attn: Derek Pontin Ph. (403) 268-6301 (403) 268-3100 File No.: 575359-2

NOTICE TO RESPONDENTS: Service List attached as Schedule “A”

This application is made against you. You are a respondent.

You have the right to state your side of this matter before the master/judge.

To do so, you must be in Court when the application is heard as shown below:

Date January 19, 2021 Time 3:30 p.m. Where Calgary Courts Centre, 601 5 Street SW Calgary, Alberta VIA WEB-EX Before Whom The Honourable Justice Eidsvik

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Go to the end of this document to see what else you can do and when you must do it.

Remedy claimed or sought:

1. Hudson & Company Insolvency Trustees Inc. (“Hudson”), in its capacity as the Court-appointed receiver and manager (the “Receiver”) of the assets, properties, and undertakings of Petrocapita Oil and Gas L.P., Petrocapita G.P. I Ltd., Petrocapita Processing L.P., and Petrocapita GP II (collectively, the “Debtors” or “Petrocapita”) respectfully seeks an order, substantially in the form attached as Schedule “B” to this application:

(a) abridging the time for service of this application and deeming service good and sufficient;

(b) approving the activities of the Receiver, and payment of the accounts of the Receiver and its legal counsel, Dentons Canada LLP (Alberta) and MLT Aikins LLP (Saskatchewan), without the necessity of a formal assessment;

(c) advice and direction in respect of claims of the Alberta Department of Energy (“Energy”) and transfer of certain leases subject to the sale and vesting order to the applicable purchaser, noting Energy is refusing transfer until payments are made;

(d) approving the Receiver’s proposed final distribution of Proceeds (as defined below);

(e) ordering the discharge of the Receiver with respect to the estates of the Debtors;

(f) granting such further and other relief as this Honourable Court may deem appropriate.

Grounds for making this application:

Receivership Proceedings

2. Pursuant to an Order (“Receivership Order”) granted by the Court of Queen’s Bench of Alberta on June 11, 2019 (the “Date of Receivership”) on application of Safeway Holdings (Alberta) Ltd. (“Safeway”), the Receiver was appointed as receiver of the assets, properties, and undertakings Petrocapita Oil and Gas L.P. and Petrocapita G.P. I Ltd.

3. Following a subsequent application by the Receiver, the Court granted an Amended Receivership Order dated August 19, 2019, which expanded the Receiver’s appointment to include the assets, properties, and undertakings of Petrocapita Processing L.P. and Petrocapita GP II Ltd. (“Amended Receivership Order”).

Activities of the Receiver to Date

4. The Receiver’s activities include, among other things and as more particularly detailed in the Receiver’s Reports, including the Fourth Report of the Receiver dated January 11, 2021 (“Fourth Report”), working with operational contractors to attend to necessary expenses for maintenance and upkeep of the Debtors’ assets, engaging operational contractors to operate certain of the Debtors’ assets, pursuing ongoing sales of the Debtors’ oil production, and pursuing and closing the sale of substantially all of the Debtors’ assets.

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5. On August 13, 2020, this Honourable Court granted a Sale and Vesting Order (“SAVO”) approving the sale of certain of the Debtors’ assets to Revitalize Energy Inc. and 2271127 Alberta Ltd (“Sale Transaction”).

6. The Sale Transaction has closed.

7. The Receiver holds proceeds of the Sale Transaction along with all remaining cash from the estate (the “Proceeds”). The Receiver anticipates recovery of further receivables, including return of a deposit held by the Alberta Energy Regulator and return of unearned insurance premiums, which amounts will be added to and treated similarly as Proceeds.

Transfer by the Department of Energy

8. The SAVO directs and requires the transfer of all Crown leases subject to the SAVO.

9. Energy refuses to transfer certain leases subject to the SAVO to the applicable purchaser, until payment of arrears for surface rentals are paid.

10. The Receiver’s view is that the outstanding rental arrears are unsecured claims and/or relate to assets that the Receiver never operated nor produced hydrocarbons from. The Receiver believes it is not appropriate to pay these rental arrears ahead of secured creditor claims, and Energy is required to complete the transfer under the clear terms of the SAVO.

11. Energy has advised the Receiver its position is that the applicable regulations allow Energy to refrain from transferring leases, for so long as any amounts owing to Energy are unpaid.

12. The Receiver seeks this Honourable Court’s advice and direction in respect of the payment of the rental arrears and transfer of the leases.

13. If this Honourable Court determines such amounts should be paid, the Receiver will pay the necessary amounts out of funds remaining in the estate.

14. If this Honourable Court determines such amounts should not be paid in priority to secured creditors, the Receiver respectfully seeks an order directing Energy to comply with the SAVO and transfer the leases as contemplated therein.

Proposed Distribution

15. The Proceeds are significantly less than the amounts owed to Petrocapita’s creditors.

16. The sale completed by the Receiver was an en bloc sale of all of Petrocapita’s approximately 450 wells, in both Alberta and Saskatchewan.

17. Only a limited number of wells (usually 4 to 5) were operating for the course of the 18-month receivership. The Receiver only attributes value to these operating wells. The balance of non- operating wells and assets carried significant end of life liabilities and were considered of no value by the Receiver at the time of sale.

18. The Receiver included all non-operated assets in its “white map” sale approach, due to confirmation from the regulators that a sale of less than all assets would not be agreed (i.e., no

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cherry-picking of assets), and the Receiver’s cognizance of the Orphan Well Association as a stakeholder of the estate. It was preferable for the 450 wells on Petrocapita’s books to be sold, even for modest proceeds, rather than relinquished for no value to the Orphan Well Fund.

19. The Receiver’s allocation of Proceeds to producing wells allows a simple priority analysis of competing claims against those assets.

20. The Receiver has received opinions as to respective creditors’ priorities from independent legal counsel in Alberta and Saskatchewan. In Alberta, certain municipal tax claims take priority (for non-linear tax amounts), and then secured creditors will be paid the balance of available funds. In Saskatchewan, only municipal tax claims will be paid in priority to other creditors.

21. There are insufficient funds available to satisfy all secured claims. There will be no funds available for Petrocapita’s unsecured creditors.

Discharge of Receiver

22. As further described in the Fourth Report, it is the Receiver’s view that there are no remaining assets of Petrocapita, or that the same would have no realizable value.

23. The Receiver has complied with all statutory and legal duties and is of the view that continued receivership of Petrocapita is not beneficial to stakeholders.

24. The Receiver seeks ratification and approval of its actions, including as detailed in the Fourth Report and other Reports of the Receiver in these proceedings, and its discharge.

25. The Receiver further seeks direction that the records of Petrocapita be held for 30 days for any entitled party to claim possession and take transfer of the same, else to be destroyed.

26. Such further and other grounds as counsel may advise and this Honourable Court may permit

Material or evidence to be relied on:

27. Fourth Report of Hudson & Company Insolvency Trustees Inc., in its capacity as receiver and manager dated January 11, 2021.

28. The pleadings and proceedings in the within action, including but not limited to the Reports of the Receiver filed in the within Action.

29. Such further and other material and evidence as counsel may advise and this Honourable Court may permit.

Applicable Rules:

30. Alberta Rules of Court, Alta Reg 124/2010.

31. Such further and other Rules as counsel may advise and this Honourable Court may permit.

Applicable Acts and regulations:

32. Bankruptcy and Insolvency Act, RSC 1985 c B-3.

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33. Business Corporations Act, RSA 2000 c B-9.

34. Judicature Act, RSA 2000 c J-2.

35. Personal Property Security Act, RSA 2000 c P-7.

36. Such further and other Acts and regulations as counsel may advise and this Honourable Court may permit.

Any irregularity complained of or objection relied on:

37. None.

How the application is proposed to be heard or considered:

38. Via Web-Ex before the Honourable Justice Eidsvik.

WARNING

If you do not come to Court either in person or by your lawyer, the Court may give the applicant(s) what they want in your absence. You will be bound by any order that the Court makes. If you want to take part in this application, you or your lawyer must attend in Court on the date and at the time shown at the beginning of the form. If you intend to give evidence in response to the application, you must reply by filing an affidavit or other evidence with the Court and serving a copy of that affidavit or other evidence on the applicant(s) a reasonable time before the application is to be heard or considered.

NATDOCS\48409073\V-4 Schedule “A” to the Application

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QB Action No. 1901-07098 Safeway Holdings (Alberta) Ltd. v Petrocapita Oil and Gas L.P.

SERVICE LIST

Party Email Address Representing

Burnet, Duckworth & Palmer LLP 2400, 525 - 8 Avenue SW [email protected] Calgary, AB T2P 1G1 [email protected] Safeway Holdings Attention: David LeGeyt [email protected] (Alberta) Ltd. Ryan Algar Tasha Wood

Safeway Holdings (Alberta) Ltd. Suite 450, 707 7th Avenue SW [email protected] Calgary, AB T2P 3H6 [email protected] Attention: Phillip Peterson William Kujat

Hudson & Company 200, 625 – 11 Avenue SW Calgary AB T2R 0E1 [email protected] Receiver Attention: Stefan Duchene

Dentons Canada LLP 850 - 2nd Street SW 15th Floor, Bankers Court Counsel to the Calgary, Alberta T2P 0R8 [email protected] Receiver Attention: Derek Pontin

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Party Email Address Representing Petrocapita Income Trust

Petrocapita Energy Corp.

Bennett Jones LLP Petrocapita GP II 4500 Bankers Hall East Ltd. 855 2 Street SW [email protected] Calgary, AB T2P 4K7 Petrocapita Attention: Chris Simard Processing LP

Petrocapita Oil and Gas LP

Petrocapita GP I Ltd. Petrocapita Oil & Gas L.P. 1400, 717 – 7 Avenue SW [email protected] Defendant Calgary, AB T2P 0Z3

Petrocapita G.P.I Ltd. 1400, 717 – 7 Avenue SW [email protected] Defendant Calgary, AB T2P 0Z3

Canadian Natural Resources Limited Canadian Natural 2100, 855 – 2nd Street SW Resources Calgary, Alberta T2P 4J8 [email protected] and Canadian Natural Attention: Jelena Molnar Resources Limited

McMillan LLP TD Canada Trust Tower th Royal Bank of 1700, 421 – 7 Avenue SW [email protected] Calgary, AB T2P 4K9 Canada Attention: Adam Maerov

Uncle Jed’s Oilfield Services Ltd. Uncle Jed’s [email protected] Oilfield Services Attention: Jim Lamb [email protected] Luanne Jones Ltd.

Richard Gibbons Law Office Norsasklaw Prof. Corp. 1381A 101st Street [email protected] Severs Oilfield North Battleford, SK S9A 0Z9 Services Inc. Attention: Richard Gibbons

Prairie Sky Royalty Ltd. Suite 1700, 350 7 Ave SW Prairie Sky [email protected] Calgary, AB T2P 3N9 Royalty Ltd. Attention : James Nixon

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Party Email Address Representing

Simmons Financial Holdings 800, 906 – 12 Avenue SW Noteholder of Calgary, AB T2R 1K7 [email protected] Petrocapita Income Trust Attention: Jay Simmons

Durum Capital [email protected] Durum Capital Attention: Jeff Lindskog

Borden Ladner Gervais LLP 1900, 520 – 3rd Avenue SW, Calgary, AB T2P 0R3 [email protected] Revitalize Energy [email protected] Inc. Attention: Robyn Gurofsky Attention: Miles Pittman

Lawson Lundell LLP Suite 1100, 225 – 6th Avenue SW Brookfield Place [email protected] Taku Gas Limited Calgary AB T2P 1N2 Attention: Paul Negenman

Court of Queen's Commercial List Coordinator [email protected] Bench of Alberta

Encumbrances upon Crown Lease Interests

Secured Party

ATB FINANCIAL 444 7 AVE SW SUITE 600 CALGARY AB T2P 0X8

CANADIAN WESTERN BANK C/O BENNETT JONES LLP BARRISTERS & SOLICITORS 855 2 ST SW SUITE 4500 CALGARY AB T2P 4K7

NATIONAL BANK OF CANADA 2810 FIRST CANADIAN CENTRE 350 7 AVE SW CALGARY AB T2P 3N9

NATIONAL BANK OF CANADA C/O MCDOUGALL GAULEY LLP 1500 - 1881 SCARTH STREET REGINA, SASKATCHEWAN S4P 4K9 ATTENTION: DAN G. MORRIS A SPECIFIED INTEREST IN THE DISPOSITION

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Secured Party

WEATHERFORD CANADA PARTNERSHIP C/O GOWLING LAFLEUR HENDERSON LLP 421 7 AVE SW SUITE 1600 CALGARY AB T2P 4K9

QUEST LOGISTICS LTD C/O DLA PIPER (CANADA) LLP 250 2 ST SW SUITE 1000 CALGARY AB T2P 0C1

SIGNALTA RESOURCES LIMITED BOX 6150, STATION D CALGARY AB T2P 2C7

CANWEST PROPANE PARTNERSHIP C/O ROBERTSON MOSKAL SARSONS 3801A-51 AVE LLOYDMINSTER, AB T9V 2C3

GROUNDSTAR RESOURCES LIMITED 374 THIRD AVENUE SOUTH SASKATOON, SK S7K 1M5 A SPECIFIED INTEREST IN THE DISPOSITION

BAYTEX ENERGY LTD. 2800 520 3RD AVENUE SW CALGARY AB T2P 0R3 A SPECIFIED INTEREST IN THE DISPOSITION

1447343 ALBERTA INC 10 TUSCANY ESTATES CRESCENT CALGARY AB T3L 0B2 A SPECIFIED INTEREST IN THE DISPOSITION

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Secured Party

PACIFIC OIL COMPANY #14-240, 10120 WEST FLAMINGO ROAD LAS VEGAS, NV, USA 89147 ATTENTION: ANTHONY SARVUCCI With copy to: HAROLD GERWERTER #102, 5536 S FORT APACHE ROAD LAS VEGAS, NV, USA 89148 With copy to: HIGGERTY LAW MILLENNIUM TOWER 101, 440 - 2ND AVENUE SW CALGARY AB T2P 5E9 Attention: Patrick B Higgerty, QC Fax: (587) 316-2260

MAHA ENERGY INC. SUITE 1140, 10201 SOUTHPORT ROAD SW CALGARY, AB T2W 4X9 ATTENTION: JONA LINDVALL

WHITE RAVEN RESOURCES LTD. C/O MCDOUGALL GAULEY LLP 1500 - 1881 SCARTH STREET REGINA, SASKATCHEWAN S4P 4K9 ATTENTION: BRETT LEDINGHAM

PPR Registrants (not otherwise included above)

Secured Party

Superior Propane, a Division of Superior Plus LP PO BOX 4568 Toronto ON M5W 0J5

Global Canuck Energy Ltd. 136 Eagle Butte Ranch Calgary, AB T3Z 1K3

National Leasing Group Inc. 1525 Buffalo Place Winnipeg, MB R3T 1L9

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Secured Party

CWB National Leasing Inc. 1525 Buffalo Place Winnipeg, MB R3T 1L9

946981 Alberta Ltd. 195, 3025 – 12 St NE Calgary, AB T2E 7J2

Can-World Finance Services 195, 3025 – 12 St NE Calgary, AB T2E 7J2

CHROME DIESEL REPAIR LTD. BOX 12273 LLOYDMINSTER, AB T9V3C5

Municipalities

Secured Party

County of Forty Mile No. 8 P.O. Box 160 Foremost, AB T0K 0X0

County of Two Hills No. 21 P.O. Box 490 Two Hills, AB T0B 4K0

County of Vermillion River P.O. Box 55 Kitscoty, AB T0B 2P0 With a copy to: Reynolds Mirth Richards & Farmer LLP 3200 Manulife Place, 10180 - 101 Street Edmonton AB Canada T5J 3W8

Attention: Shauna Finlay Email: [email protected]

Flagstaff County P.O. Box 358 Sedgewick, AB T0B 4C0

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Secured Party

R.M. of Eldon No. 471 P.O. Box 130 Maidstone, SK S0M 1M0

R.M. of Manitou No. 442 P.O. Box 69 Marsden, SK S0M 1P0

R.M. of Britannia No. 502 P.O. Box 661 Lloydminister, SK S9V 0Y7

R.M. of Turtle River No. 469 P.O. Box 128 Edam, SK S0M 0V0

R.M. of Wilton No. 472 P.O. Box 40 Marshall, SK S0M 1R0

R.M. of Eye Hill No. 382 P.O. Box 39 Macklin, SK S0L 2C0

R.M. of Mervin No. 499 P.O. Box 130 Turtleford, SK S0M 2Y0

Regulators and OWA

Party Email Address Representing [email protected] Alberta Energy Regulator [email protected] Suite 1000, 250 - 5 Street SW Alberta Calgary, AB T2P 0R4 [email protected] [email protected]

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Department of Energy Alberta Justice and Solicitor General Alberta Floor 9, 9945 108 St NW, North [email protected] Department of Petroleum Plaza Energy Edmonton, AB T5J 0B9 Saskatchewan Ministry of Energy [email protected] Energy and Resources Saskatchewan 1000, 2103 - 11th Avenue [email protected] Regina SK S4P 3Z8 Miles Davison LLP 900, 517 – 10th Avenue SW Orphan Well Calgary, AB T2R 0A8 [email protected] Association

Attention: Terry Czechowskyj

NATDOCS\40379443\V-14 Schedule “B” to the Application

Clerk's Stamp:

COURT FILE NUMBER 1901-07098

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF SAFEWAY HOLDINGS (ALBERTA) LTD.

DEFENDANTS PETROCAPITA OIL AND GAS L.P., PETROCAPITA G.P. I LTD., PETROCAPITA PROCESSING L.P. AND PETROCAPITA GP II LTD.

DOCUMENT ORDER – APPROVING DISTRIBUTION AND DISCHARGING RECEIVER

DATE ON WHICH ORDER WAS PRONOUNCED: January 19, 2021

LOCATION WHERE ORDER WAS PRONOUNCED: Calgary, Alberta

NAME OF JUSTICE WHO MADE THIS ORDER: The Honourable Justice Eidsvik

UPON THE APPLICATION Hudson & Company Insolvency Trustees Inc. (“Hudson”), in its capacity as the Court-appointed receiver and manager (the “Receiver”) of the undertakings, property and assets of Petrocapita Oil and Gas L.P., Petrocapita G.P. I Ltd., Petrocapita Processing L.P., and Petrocapita GP II (collectively, the “Debtors” or “Petrocapita”) for an order for the final distribution of proceeds, approval of the Receiver's fees and disbursements and those of its counsel, approval of the Receiver's activities, and discharge of the Receiver; AND UPON hearing read the Receiver's Fourth Report dated January 11, 2021 (the “Receiver’s Report”); AND UPON hearing counsel for the Receiver, and such other interested parties as may appear in person or by counsel; AND UPON being satisfied that it is appropriate to do so;

IT IS HEREBY ORDERED AND DECLARED THAT:

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SERVICE

1. Service of notice of this application and supporting materials is hereby declared to be good and sufficient, no other person is required to have been served with notice of this application and time for service of this application is abridged to that actually given.

APPROVAL OF ACTIVITIES AND ACCOUNTS

2. The Receiver's accounts for fees and disbursements, as set out in the Receiver's Report are hereby approved without the necessity of a formal passing of its accounts.

3. The accounts of the Receiver's legal counsel Dentons Canada LLP and MLT Aikins LLP for their fees and disbursements, as set out in the Receiver's Report, are hereby approved without the necessity of a formal assessment of its accounts.

4. The Receiver's activities as set out in the Receiver's Report and in all of its other reports filed herein, and the Statement of Receipts and Disbursements as attached to the Receiver's Report, are hereby ratified and approved.

DIRECTION TO ALBERTA DEPARTMENT OF ENERGY

5. The Alberta Department of Energy is directed to transfer all Crown leases standing in the name of Petrocapita, comprising a part of the Alberta Lands and Leases, to the Purchaser Group (or its nominee) free and clear of all Claims, including Encumbrances, but excluding Permitted Encumbrances. Capitalized terms used in this paragraph have the meaning given to them in the Approval and Vesting Order (Sale by Receiver) pronounced on August 13, 2020 by the Honourable Justice Horner in the within Action.

6. For certainty, for the purpose of paragraph 5 of this Order, the inclusion of rental obligations and similar amounts payable to Energy prospectively by the Purchaser Group from and after the date of sale, as Permitted Encumbrances, does not include such amounts owing by Petrocapita in arrears prior to the sale, which amounts remain liabilities of the Petrocapita estate and payable only in priority of those interests, which are subordinate to secured creditor claims.

DISTRIBUTIONS

7. The Receiver is authorized and directed to complete its proposed distribution of estate funds and proceeds as set out in the Receiver’s Report.

RELEASE AND STAY

8. On the evidence before the Court, the Receiver has satisfied its obligations under and pursuant to the terms of the Orders granted in the within proceedings up to and including the date hereof, and the Receiver shall not be liable for any act or omission on its part including, without limitation, any act or omission pertaining to the discharge of its duties in the within proceedings, save and except for any liability arising out of any in fraud, gross negligence or willful misconduct on the part of the Receiver, or with leave of the Court. Subject to the foregoing any claims against the

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Receiver in connection with the performance of its duties are hereby stayed, extinguished and forever barred.

9. No action or other proceedings shall be commenced against the Receiver in any way arising from or related to its capacity or conduct as Receiver, except with prior leave of this Court on Notice to the Receiver, and upon such terms as this Court may direct.

DISCHARGE OF RECEIVER

10. Upon the Receiver filing with the Clerk of the Court a Receiver’s Completion Certificate confirming that the distribution directed at paragraph 7 of this Order has been completed, then the Receiver shall be discharged as Receiver of the Debtors, provided however, that notwithstanding its discharge herein (a) the Receiver shall remain Receiver for the performance of such incidental duties as may be required to complete the administration of the receivership herein, and (b) the Receiver shall continue to have the benefit of the provisions of all Orders made in this proceeding, including all approvals, protections and stays of proceedings in favour of the Receiver in its capacity as Receiver.

MISCELLANEOUS

11. The Receiver shall continue to hold any physical books and records of Petrocapita for a period of 30 days from the date of this Order, for any entitled party to claim possession and take transfer of the same, and thereafter to have any remaining books and records destroyed.

12. This Order must be served only upon those interested parties attending or represented at the within application and service may be effected by facsimile, electronic mail, personal delivery or courier. Service is deemed to be effected the next business day following the transmission or delivery of such documents.

13. Service of this Order on any party not attending this application is hereby dispensed with.

______Justice of the Court of Queen’s Bench of Alberta

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Schedule “A”

Form of Receiver’s Completion Certificate

COURT FILE NUMBER 1901-00238 Clerk's Stamp

COURT COURT OF QUEEN’S BENCH OF ALBERTA

JUDICIAL CENTRE CALGARY

PLAINTIFF SAFEWAY HOLDINGS (ALBERTA) LTD. DEFENDANTS PETROCAPITA OIL AND GAS L.P., PETROCAPITA G.P. I LTD., PETROCAPITA PROCESSING L.P., AND PETROCAPITA GP II LTD.

DOCUMENT RECEIVER’S COMPLETION CERTIFICATE

ADDRESS FOR SERVICE AND DENTONS CANADA LLP CONTACT INFORMATION OF 1500, 850 – 2nd Street SW PARTY FILING THIS Calgary, Alberta T2P 0R8 DOCUMENT Attention: Derek Pontin Phone: (403) 268-6301 Fax: (403) 268-3100

RECITALS

A. Pursuant to an Order (“Receivership Order”) granted by the Court of Queen’s Bench of Alberta on June 11, 2019 on application of Safeway Holdings (Alberta) Ltd. (“Safeway”), Hudson & Company Insolvency Trustees Inc. was appointed as receiver and manager (“Receiver”) of the assets, properties, and undertakings Petrocapita Oil and Gas L.P. and Petrocapita G.P. I Ltd.

B. Following a subsequent application by the Receiver, the Court granted an Amended Receivership Order dated August 19, 2019, which expanded the Receiver’s appointment to include the assets, properties, and undertakings of Petrocapita Processing L.P. and Petrocapita GP II Ltd. (“Amended Receivership Order”).

C. Pursuant to an Order of the Court dated January [Date], 2021 (the “Discharge Order”), the Court ordered that the Receiver would be discharged as Receiver of the Petrocapita Oil and Gas L.P., Petrocapita G.P. I Ltd., Petrocapita Processing L.P., and Petrocapita GP II Ltd. upon the delivery by the Receiver to the Purchaser of a certificate confirming that all matters set out in paragraph[s] [#] of the Discharge Order have been completed.

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D. Unless otherwise indicated herein, capitalized terms have the meanings set out in the Discharge Order.

THE RECEIVER CERTIFIES the following:

1. All matters set out in paragraph[s] [#] of the Discharge Order have been completed.

2. This Certificate was delivered by the Receiver at [Time] on [Date].

HUDSON & COMPANY INSOLVENCY TRUSTEES INC. in its capacity as Receiver of the undertakings, property and assets of PETROCAPITA OIL AND GAS L.P., PETROCAPITA G.P. I LTD., PETROCAPITA PROCESSING L.P., AND PETROCAPITA GP II LTD., and not in its personal capacity.

Per:______

Name:

Title:

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