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7Kh $Oehuwd *D]Hwwh 7KH$OEHUWD*D]HWWH PART 1 _______________________________________________________________________ ________________________________________________________________________ Vol. 93 EDMONTON, WEDNESDAY, JANUARY 15, 1997 No. 1 _______________________________________________________________________ ________________________________________________________________________ RESIGNATIONS AND RETIREMENTS JUSTICE OF THE PEACE ACT Resignation of Justice of the Peace November 27, 1996 Headrick, Wendell M., of Grande Cache Linklater, John D., of Edmonton November 29, 1996 Huffman, Debra Anne, of Stony Plain December 16, 1996 Stanyer, Wayne G., of Sherwood Park December 31, 1996 Kuefeldt, Otto, of Strathmore _______________________________________________________________________ _ ORDERS-IN-COUNCIL MINES AND MINERALS ACT O.C. 574/96 Approved and Ordered H.A. “Bud” Olson Lieutenant Governor Edmonton, December 4, 1996 The Lieutenant Governor in Council authorizes the Minister of Energy, on behalf of the Crown in right of Alberta, (a) to enter into, in the form attached, (i) the Alberta Manatokan Crown Agreement, and (ii) the Alberta Poco Frog Lake Crown Agreement, and THE ALBERTA GAZETTE, PART I, JANUARY 15, 1997 (b) with respect to the agreements referred to in Order in Council numbered O.C. 179/96, to enter into agreements to extend the term of those agreements to no later than July 31, 1997. Jim Dinning, Acting Chair. ALBERTA MANATOKAN CROWN AGREEMENT THIS AGREEMENT dated as of the day of 1996, BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ALBERTA (herein "Her Majesty") as represented by the Minister of Energy (herein “the Minister") - and - NUMAC ENERGY INC. (herein “Numac”) WHEREAS Her Majesty and Numac wish to enter into this Agreement (the "Alberta Manatokan Crown Agreement") to evidence their agreement concerning the royalty to be received by Her Majesty on Leased Substances recovered or obtained from the Project Well Events pursuant to the Leases; NOW THEREFORE the parties agree as follows: ARTICLE 1 - DEFINITIONS 101. In this Agreement: (a) "Board Approval" means Approval No. 7936, as amended, issued by the Alberta Energy and Utilities Board pursuant to the Oil Sands Conservation Act; (b) “Generic Royalty Regulation” means the ‘Oil Sands Royalty Regulation, 1996' made, or to be made, under the Mines and Minerals Act; (c) "Leases" means all Government of Alberta oil sands permits and leases issued pursuant to the Mines and Minerals Act covering, from time to time, the lands included in the Board Approval, together with any extensions or renewals, and any documents of title issued in substitution for those oil sands permits and leases; (d) "Leased Substances" means all substances recovered, or obtained from substances recovered, from the Project Well Events pursuant to the Leases; (e) "Lessee" means Numac, or such other Person or Persons who is or are, from time to time, the registered lessee or lessees of the Leases under the Mines and Minerals Act, as recorded in the records of the Department of Energy of the Province of Alberta; (f) “Project” means [except in section 101(i)(ii)(B) herein] the scheme for the recovery of crude bitumen approved in the Board Approval; (g) "Project Well Events" means the well events, as defined in the Regulation, completed pursuant to the Board Approval within the area of the Project; (h) "Regulation" means the Oil Sands Royalty Regulation, 1984 (Alta. Reg. 166/84), as amended; 2 THE ALBERTA GAZETTE, PART I, JANUARY 15, 1997 (i) "Term" means the period commencing May 1, 1996 and ending (i) the day this Agreement terminates under section 501, or (ii) if this Agreement does not terminate under section 501, the earlier of (A) July 31, 1997, or (B) the day before the Project Well Events are included in a Project approved under the Generic Royalty Regulation. ARTICLE 2 - INTERPRETATION 201. The headings of the Articles of this Agreement are inserted for convenience of reference only and do not affect the meaning or construction of this Agreement. 202. Terms defined in the Mines and Minerals Act and the Regulation have the same meaning in this Agreement, unless otherwise required by the context in which they are used. 203. The provisions of this Agreement supplement the provisions of the Leases and shall be deemed to be incorporated in the Leases, but in the event of any conflict between the provisions of this Agreement and of the Leases, the provisions of this Agreement shall prevail to the extent of the conflict. ARTICLE 3 - ROYALTY PROVISIONS 301. Despite section 1 of the Regulation, the royalty reserved and payable to Her Majesty in respect of Leased Substances recovered or obtained during each month of the Term shall be 1% of the Leased Substances so recovered or obtained. 302. (1) In this section, "excess royalty" means the excess of the quantity of royalty paid by the Lessee in respect of Leased Substances recovered or obtained during the part of the Term preceding the date of this Agreement, over the quantity of royalty reserved and payable to Her Majesty in respect of such Leased Substances under section 301. (2) Subject to subsection (3), Her Majesty may repay any amounts received by Her Majesty under section 2(1)(c) of the Regulation in respect of the excess royalty, but is not liable to pay any interest in respect of such amounts or in respect of the excess royalty. (3) Despite section 301 of this Agreement and section 1 of the Regulation, the Lessee may: (a) set-off against the royalty first reserved and payable to Her Majesty in respect of Leased Substances recovered or obtained from and after the date of this Agreement, a quantity of oil sands equal to the excess royalty, or (b) request a repayment by Her Majesty of the excess royalty. ARTICLE 4 - ASSIGNMENTS 401. (1) A Lessee that is not in default of any of its duties and obligations under this Agreement may, upon a sale, transfer or assignment of all or part of its right, title, estate or interest in the Project into any Person, assign a percentage of its Participating Interest, not exceeding the percentage of its right, title or interest 3 THE ALBERTA GAZETTE, PART I, JANUARY 15, 1997 in the Project that has been assigned, together with its rights and obligations under this Agreement, to that Person. (2) A Lessee who assigns all or part of its Participating Interest pursuant to subsection (1) remains liable for the performance of its duties and obligations in respect of that Participating Interest, under this Agreement and the Lease relating to that Participating Interest, until Her Majesty approves the assignment in writing, with or without conditions, which approval shall not be unreasonably withheld and in any event until an assumption in writing by the assignee, in a form satisfactory to Her Majesty acting reasonably, of the duties and obligations hereunder in respect of the assigned interest, has been obtained by Her Majesty. (3) Upon receiving the approval of Her Majesty under subsection (2) and providing Her Majesty with the assumption referred to in that subsection, the Lessee shall be released of its duties and obligations under this Agreement and the Lease with respect to the portion of its Participating Interest that has been assigned, but shall remain liable for the performance of any unfulfilled duties and obligations in respect of the portion of its Participating Interest that has been assigned which have arisen in respect of the Project prior to the assignment. 402. (1) Notwithstanding section 401, but subject to subsection (2), if a Lessee assigns an interest in the Project to an Affilliate, each of the assignor and the assignee shall be jointly and severally liable for all obligations relating to the assigned interest. (2) Her Majesty may, in relation to a particular assignment, agree in writing to release an assignor from its liability under subsection (1). 403. In this Article 4 (a) "Affiliate" means any Person, firm, partnership or association directly or indirectly controlling, controlled by or under common control with any party. For the purposes of this definition "control" (including "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, firm, partnership or association whether through the ownership of voting securities or by contract or otherwise; (b) "Participating Interest" means, when used in relation to a Lessee, the specified undivided interest in the oil sands rights in that part of a Lease's location that is subject to the Board Approval, held by that Lessee and registered under the Mines and Minerals Act as recorded in the records of the Department of Energy of the Province of Alberta; (c) "Person" means a person who is eligible to become a lessee of an agreement under the Mines and Minerals Act. ARTICLE 5 - TERMINATION 501. The Lessee may elect to terminate this Agreement by giving written notice of termination to Her Majesty. Upon such notice, this Agreement terminates on the last day of the month in which the notice is received by Her Majesty. ARTICLE 6 - GENERAL 4 THE ALBERTA GAZETTE, PART I, JANUARY 15, 1997 601. This Agreement shall be construed and interpreted in accordance with the laws of the Province of Alberta. 602. This Agreement shall enure to the benefit of and be binding upon each of the parties and their respective successors and assigns. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above mentioned. HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ALBERTA, as represented by the Minister of Energy ____________________________________________________________ Minister of Energy NUMAC ENERGY INC. By: Office held: By: Office held: _______________________________________________________________________ _ ALBERTA POCO FROG LAKE CROWN AGREEMENT THIS AGREEMENT dated as of the day of 1996, BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ALBERTA (herein "Her Majesty") as represented by the Minister of Energy (herein “the Minister") - and - POCO PETROLEUMS LTD.
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