Alberta Gazette — 15 January (i)

0115 i

Alberta — Gazette

THE ALBERTA GAZETTE,

PART I, JANUARY 15, 1997

The Alberta Gazette

PART 1

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Vol. 93 EDMONTON, WEDNESDAY, JANUARY 15, 1997 No. 1

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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

(

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;

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;

(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.

(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

(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 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.

(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;

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

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. (herein "Poco")

WHEREAS Her Majesty and Poco wish to enter into this Agreement (the

"Alberta Poco Frog Lake 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. 7920, 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;

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 Poco, 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)(iii)(

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;

(i) "Term" means the period commencing June 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.