DELAWARE | 72-0496921 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1100 Alakea Street, Suite 2900, Honolulu, Hawaii | 96813 | |
(Address of principal executive offices) | (Zip code) | |
(808) 531-8400 | ||
(Registrant’s telephone number, including area code) | ||
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | x |
June 30, 2015 | September 30, 2014 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 8,695,000 | $ | 16,104,000 | |||
Restricted cash | 131,000 | — | |||||
Accounts and other receivables, net of allowance for doubtful accounts of: $41,000 at June 30, 2015; $34,000 at September 30, 2014 | 2,725,000 | 2,910,000 | |||||
Note receivable | 906,000 | — | |||||
Prepaid expenses | 246,000 | 221,000 | |||||
Investment held for sale | — | 1,139,000 | |||||
Real estate held for sale | 5,448,000 | 5,448,000 | |||||
Other current assets | 1,167,000 | 698,000 | |||||
Total current assets | 19,318,000 | 26,520,000 | |||||
Restricted cash, net of current portion | 144,000 | — | |||||
Investments | 7,344,000 | 5,900,000 | |||||
Property and equipment | 203,842,000 | 223,023,000 | |||||
Accumulated depletion, depreciation, and amortization | (183,429,000 | ) | (200,673,000 | ) | |||
Property and equipment, net | 20,413,000 | 22,350,000 | |||||
Total assets | $ | 47,219,000 | $ | 54,770,000 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 1,897,000 | $ | 3,453,000 | |||
Accrued operating and other expenses | 2,046,000 | 2,464,000 | |||||
Accrued incentive and other compensation | 638,000 | 1,085,000 | |||||
Current portion of long-term debt | 3,654,000 | 4,449,000 | |||||
Other current liabilities | 2,225,000 | 3,072,000 | |||||
Total current liabilities | 10,460,000 | 14,523,000 | |||||
Long-term debt | 4,800,000 | 6,650,000 | |||||
Liability for retirement benefits | 4,238,000 | 4,266,000 | |||||
Asset retirement obligation | 8,222,000 | 8,185,000 | |||||
Deferred income taxes | 1,939,000 | 1,201,000 | |||||
Total liabilities | 29,659,000 | 34,825,000 | |||||
Commitments and contingencies (Note 14) | |||||||
Equity: | |||||||
Common stock, par value $0.50 per share; authorized, 20,000,000 shares: 8,445,060 issued at June 30, 2015 and September 30, 2014 | 4,223,000 | 4,223,000 | |||||
Additional paid-in capital | 1,330,000 | 1,315,000 | |||||
Retained earnings | 14,691,000 | 16,204,000 | |||||
Accumulated other comprehensive loss, net | (1,226,000 | ) | (258,000 | ) | |||
Treasury stock, at cost: 167,900 shares at June 30, 2015 and September 30, 2014 | (2,286,000 | ) | (2,286,000 | ) | |||
Total stockholders' equity | 16,732,000 | 19,198,000 | |||||
Non-controlling interests | 828,000 | 747,000 | |||||
Total equity | 17,560,000 | 19,945,000 | |||||
Total liabilities and equity | $ | 47,219,000 | $ | 54,770,000 | |||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Revenues: | |||||||||||||||
Oil and natural gas | $ | 2,196,000 | $ | 4,619,000 | $ | 7,260,000 | $ | 16,343,000 | |||||||
Contract drilling | 1,415,000 | 1,548,000 | 3,839,000 | 4,475,000 | |||||||||||
Sale of interest in leasehold land, net | 1,266,000 | 258,000 | 3,115,000 | 378,000 | |||||||||||
Gas processing and other | 326,000 | 385,000 | 513,000 | 696,000 | |||||||||||
5,203,000 | 6,810,000 | 14,727,000 | 21,892,000 | ||||||||||||
Costs and expenses: | |||||||||||||||
Oil and natural gas operating | 1,535,000 | 2,111,000 | 4,976,000 | 6,774,000 | |||||||||||
Contract drilling operating | 815,000 | 1,268,000 | 2,812,000 | 3,669,000 | |||||||||||
General and administrative | 1,891,000 | 1,844,000 | 6,270,000 | 6,049,000 | |||||||||||
Depletion, depreciation, and amortization | 801,000 | 1,296,000 | 2,648,000 | 5,364,000 | |||||||||||
Interest expense | 76,000 | 165,000 | 248,000 | 520,000 | |||||||||||
5,118,000 | 6,684,000 | 16,954,000 | 22,376,000 | ||||||||||||
Income (loss) before equity in income (loss) of affiliates and income taxes | 85,000 | 126,000 | (2,227,000 | ) | (484,000 | ) | |||||||||
Equity in income (loss) of affiliates | 988,000 | (113,000 | ) | 1,444,000 | (376,000 | ) | |||||||||
Income (loss) before income taxes | 1,073,000 | 13,000 | (783,000 | ) | (860,000 | ) | |||||||||
Income tax (benefit) provision | (140,000 | ) | 211,000 | 160,000 | 662,000 | ||||||||||
Net income (loss) | 1,213,000 | (198,000 | ) | (943,000 | ) | (1,522,000 | ) | ||||||||
Less: Net income (loss) attributable to non-controlling interests | 242,000 | 18,000 | 570,000 | (32,000 | ) | ||||||||||
Net income (loss) attributable to Barnwell Industries, Inc. | $ | 971,000 | $ | (216,000 | ) | $ | (1,513,000 | ) | $ | (1,490,000 | ) | ||||
Basic and diluted net income (loss) per common share attributable to Barnwell Industries, Inc. stockholders | $ | 0.12 | $ | (0.03 | ) | $ | (0.18 | ) | $ | (0.18 | ) | ||||
Weighted-average number of common shares outstanding: | |||||||||||||||
Basic and diluted | 8,277,160 | 8,277,160 | 8,277,160 | 8,277,160 | |||||||||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net income (loss) | $ | 1,213,000 | $ | (198,000 | ) | $ | (943,000 | ) | $ | (1,522,000 | ) | ||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation adjustments, net of taxes of $0 | 132,000 | 356,000 | (1,047,000 | ) | (1,345,000 | ) | |||||||||
Retirement plans - amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $0 | 26,000 | (3,000 | ) | 79,000 | 13,000 | ||||||||||
Total other comprehensive income (loss) | 158,000 | 353,000 | (968,000 | ) | (1,332,000 | ) | |||||||||
Total comprehensive income (loss) | 1,371,000 | 155,000 | (1,911,000 | ) | (2,854,000 | ) | |||||||||
Less: Comprehensive income (loss) attributable to non-controlling interests | 242,000 | 18,000 | 570,000 | (32,000 | ) | ||||||||||
Comprehensive income (loss) attributable to Barnwell Industries, Inc. | $ | 1,129,000 | $ | 137,000 | $ | (2,481,000 | ) | $ | (2,822,000 | ) | |||||
Nine months ended June 30, | |||||||
2015 | 2014 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (943,000 | ) | $ | (1,522,000 | ) | |
Adjustments to reconcile net loss to net cash | |||||||
(used in) provided by operating activities: | |||||||
Equity in (income) loss of affiliates | (1,444,000 | ) | 376,000 | ||||
Depletion, depreciation, and amortization | 2,648,000 | 5,364,000 | |||||
Gain on sale of contract drilling assets | (272,000 | ) | — | ||||
Foreign exchange loss (gain) | 157,000 | (271,000 | ) | ||||
Loss on sale of investment | 16,000 | — | |||||
Retirement benefits expense | 305,000 | 184,000 | |||||
Accretion of asset retirement obligation | 458,000 | 330,000 | |||||
Deferred income tax expense (benefit) | 796,000 | (225,000 | ) | ||||
Asset retirement obligation payments | (562,000 | ) | (110,000 | ) | |||
Share-based compensation benefit | (69,000 | ) | (209,000 | ) | |||
Retirement plan contributions | (254,000 | ) | (354,000 | ) | |||
Sale of interest in leasehold land, net | (3,115,000 | ) | (378,000 | ) | |||
(Decrease) increase from changes in current assets and liabilities | (3,087,000 | ) | 1,302,000 | ||||
Net cash (used in) provided by operating activities | (5,366,000 | ) | 4,487,000 | ||||
Cash flows from investing activities: | |||||||
Proceeds from sale of interest in leasehold land, net of fees paid | 3,115,000 | 378,000 | |||||
Proceeds from sale of contract drilling assets | 368,000 | — | |||||
Proceeds from sale of investment, net of closing costs | 266,000 | — | |||||
Proceeds from sale of oil and natural gas assets | — | 8,448,000 | |||||
Proceeds from gas over bitumen royalty adjustments | — | 12,000 | |||||
Payment to acquire interest in affiliates | — | (5,140,000 | ) | ||||
Payment to acquire oil and natural gas properties | (526,000 | ) | — | ||||
Capital expenditures - oil and natural gas | (878,000 | ) | (3,382,000 | ) | |||
Capital expenditures - all other | (197,000 | ) | (42,000 | ) | |||
Net cash provided by investing activities | 2,148,000 | 274,000 | |||||
Cash flows from financing activities: | |||||||
Proceeds from long-term debt borrowings | — | 5,000,000 | |||||
Repayments of long-term debt | (2,645,000 | ) | (5,606,000 | ) | |||
Increase in restricted cash | (275,000 | ) | (1,892,000 | ) | |||
Contributions from non-controlling interests | 120,000 | 170,000 | |||||
Distributions to non-controlling interests | (609,000 | ) | (13,000 | ) | |||
Net cash used in financing activities | (3,409,000 | ) | (2,341,000 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (782,000 | ) | 7,000 | ||||
Net (decrease) increase in cash and cash equivalents | (7,409,000 | ) | 2,427,000 | ||||
Cash and cash equivalents at beginning of period | 16,104,000 | 7,828,000 | |||||
Cash and cash equivalents at end of period | $ | 8,695,000 | $ | 10,255,000 | |||
Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interests | Total Equity | |||||||||||||||||||||||
Balance at March 31, 2014 | 8,277,160 | $ | 4,223,000 | $ | 1,299,000 | $ | 14,258,000 | $ | 1,306,000 | $ | (2,286,000 | ) | $ | 601,000 | $ | 19,401,000 | ||||||||||||||
Distributions to non-controlling interests | (13,000 | ) | (13,000 | ) | ||||||||||||||||||||||||||
Contributions from non-controlling interests | 90,000 | 90,000 | ||||||||||||||||||||||||||||
Net income (loss) | (216,000 | ) | 18,000 | (198,000 | ) | |||||||||||||||||||||||||
Share-based compensation | 8,000 | 8,000 | ||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $0 | 356,000 | 356,000 | ||||||||||||||||||||||||||||
Retirement plans - amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $0 | (3,000 | ) | (3,000 | ) | ||||||||||||||||||||||||||
Balance at June 30, 2014 | 8,277,160 | $ | 4,223,000 | $ | 1,307,000 | $ | 14,042,000 | $ | 1,659,000 | $ | (2,286,000 | ) | $ | 696,000 | $ | 19,641,000 | ||||||||||||||
Balance at March 31, 2015 | 8,277,160 | $ | 4,223,000 | $ | 1,326,000 | $ | 13,720,000 | $ | (1,384,000 | ) | $ | (2,286,000 | ) | $ | 831,000 | $ | 16,430,000 | |||||||||||||
Contributions from non-controlling interests | 30,000 | 30,000 | ||||||||||||||||||||||||||||
Distributions to non-controlling interests | (275,000 | ) | (275,000 | ) | ||||||||||||||||||||||||||
Net income (loss) | 971,000 | 242,000 | 1,213,000 | |||||||||||||||||||||||||||
Share-based compensation | 4,000 | 4,000 | ||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $0 | 132,000 | 132,000 | ||||||||||||||||||||||||||||
Retirement plans - amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $0 | 26,000 | 26,000 | ||||||||||||||||||||||||||||
Balance at June 30, 2015 | 8,277,160 | $ | 4,223,000 | $ | 1,330,000 | $ | 14,691,000 | $ | (1,226,000 | ) | $ | (2,286,000 | ) | $ | 828,000 | $ | 17,560,000 | |||||||||||||
Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interests | Total Equity | |||||||||||||||||||||||
Balance at September 30, 2013 | 8,277,160 | $ | 4,223,000 | $ | 1,289,000 | $ | 15,532,000 | $ | 2,991,000 | $ | (2,286,000 | ) | $ | 571,000 | $ | 22,320,000 | ||||||||||||||
Distributions to non-controlling interests | (13,000 | ) | (13,000 | ) | ||||||||||||||||||||||||||
Contributions from non-controlling interests | 170,000 | 170,000 | ||||||||||||||||||||||||||||
Net income (loss) | (1,490,000 | ) | (32,000 | ) | (1,522,000 | ) | ||||||||||||||||||||||||
Share-based compensation | 18,000 | 18,000 | ||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $0 | (1,345,000 | ) | (1,345,000 | ) | ||||||||||||||||||||||||||
Retirement plans - amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $0 | 13,000 | 13,000 | ||||||||||||||||||||||||||||
Balance at June 30, 2014 | 8,277,160 | $ | 4,223,000 | $ | 1,307,000 | $ | 14,042,000 | $ | 1,659,000 | $ | (2,286,000 | ) | $ | 696,000 | $ | 19,641,000 | ||||||||||||||
Balance at September 30, 2014 | 8,277,160 | $ | 4,223,000 | $ | 1,315,000 | $ | 16,204,000 | $ | (258,000 | ) | $ | (2,286,000 | ) | $ | 747,000 | $ | 19,945,000 | |||||||||||||
Contributions from non-controlling interests | 120,000 | 120,000 | ||||||||||||||||||||||||||||
Distributions to non-controlling interests | (609,000 | ) | (609,000 | ) | ||||||||||||||||||||||||||
Net income (loss) | (1,513,000 | ) | 570,000 | (943,000 | ) | |||||||||||||||||||||||||
Share-based compensation | 15,000 | 15,000 | ||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $0 | (1,047,000 | ) | (1,047,000 | ) | ||||||||||||||||||||||||||
Retirement plans - amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $0 | 79,000 | 79,000 | ||||||||||||||||||||||||||||
Balance at June 30, 2015 | 8,277,160 | $ | 4,223,000 | $ | 1,330,000 | $ | 14,691,000 | $ | (1,226,000 | ) | $ | (2,286,000 | ) | $ | 828,000 | $ | 17,560,000 | |||||||||||||
Three months ended June 30, 2015 | ||||||||||
Net Earnings (Numerator) | Shares (Denominator) | Per-Share Amount | ||||||||
Basic net earnings per share | $ | 971,000 | 8,277,160 | $ | 0.12 | |||||
Effect of dilutive securities - | ||||||||||
common stock options | — | — | ||||||||
Diluted net earnings per share | $ | 971,000 | 8,277,160 | $ | 0.12 | |||||
Nine months ended June 30, 2015 | ||||||||||
Net Loss (Numerator) | Shares (Denominator) | Per-Share Amount | ||||||||
Basic net loss per share | $ | (1,513,000 | ) | 8,277,160 | $ | (0.18 | ) | |||
Effect of dilutive securities - | ||||||||||
common stock options | — | — | ||||||||
Diluted net loss per share | $ | (1,513,000 | ) | 8,277,160 | $ | (0.18 | ) | |||
Three months ended June 30, 2014 | ||||||||||
Net Loss (Numerator) | Shares (Denominator) | Per-Share Amount | ||||||||
Basic net loss per share | $ | (216,000 | ) | 8,277,160 | $ | (0.03 | ) | |||
Effect of dilutive securities - | ||||||||||
common stock options | — | — | ||||||||
Diluted net loss per share | $ | (216,000 | ) | 8,277,160 | $ | (0.03 | ) | |||
Nine months ended June 30, 2014 | ||||||||||
Net Loss (Numerator) | Shares (Denominator) | Per-Share Amount | ||||||||
Basic net loss per share | $ | (1,490,000 | ) | 8,277,160 | $ | (0.18 | ) | |||
Effect of dilutive securities - | ||||||||||
common stock options | — | — | ||||||||
Diluted net loss per share | $ | (1,490,000 | ) | 8,277,160 | $ | (0.18 | ) | |||
June 30, 2015 | September 30, 2014 | ||||||
Investment in residential parcel | $ | 1,192,000 | $ | 1,192,000 | |||
Investment in Kukio Resort land development partnerships | 6,102,000 | 4,658,000 | |||||
Investment in leasehold land interest – Lot 4C | 50,000 | 50,000 | |||||
Total investments | $ | 7,344,000 | $ | 5,900,000 | |||
Three months ended June 30, 2015 | Three months ended June 30, 2014 | ||||||
Revenue | $ | 12,078,000 | $ | 2,228,000 | |||
Gross profit | $ | 5,285,000 | $ | 778,000 | |||
Net earnings (loss) | $ | 4,215,000 | $ | (298,000 | ) | ||
Nine months ended June 30, 2015 | November 27, 2013 - June 30, 2014 | ||||||
Revenue | $ | 22,785,000 | $ | 3,850,000 | |||
Gross profit | $ | 9,694,000 | $ | 1,541,000 | |||
Net earnings (loss) | $ | 6,779,000 | $ | (1,107,000 | ) | ||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Sale of interest in leasehold land: | |||||||||||||||
Proceeds | $ | 1,473,000 | $ | 300,000 | $ | 3,623,000 | $ | 440,000 | |||||||
Fees | (207,000 | ) | (42,000 | ) | (508,000 | ) | (62,000 | ) | |||||||
Revenues – sale of interest in leasehold land, net | $ | 1,266,000 | $ | 258,000 | $ | 3,115,000 | $ | 378,000 | |||||||
Property and equipment | $ | 751,000 | |
Asset retirement obligation | (225,000 | ) | |
Net identifiable assets acquired | $ | 526,000 | |
June 30, 2015 | September 30, 2014 | ||||||
Canadian revolving credit facility | $ | 4,800,000 | $ | 7,000,000 | |||
Real estate loan | 3,654,000 | 4,099,000 | |||||
8,454,000 | 11,099,000 | ||||||
Less: current portion | (3,654,000 | ) | (4,449,000 | ) | |||
Total long-term debt | $ | 4,800,000 | $ | 6,650,000 | |||
Pension Plan | SERP | Postretirement Medical | |||||||||||||||||||||
Three months ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||||||||||||||||||
Service cost | $ | 64,000 | $ | — | $ | 15,000 | $ | 12,000 | $ | — | $ | 3,000 | |||||||||||
Interest cost | 89,000 | 73,000 | 19,000 | 17,000 | 13,000 | 13,000 | |||||||||||||||||
Expected return on plan assets | (125,000 | ) | (113,000 | ) | — | — | — | — | |||||||||||||||
Amortization of prior service cost (credit) | 1,000 | 1,000 | (1,000 | ) | (1,000 | ) | — | 3,000 | |||||||||||||||
Amortization of net actuarial loss (gain) | 21,000 | (3,000 | ) | 6,000 | 2,000 | (1,000 | ) | (5,000 | ) | ||||||||||||||
Net periodic benefit cost | $ | 50,000 | $ | (42,000 | ) | $ | 39,000 | $ | 30,000 | $ | 12,000 | $ | 14,000 | ||||||||||
Pension Plan | SERP | Postretirement Medical | |||||||||||||||||||||
Nine months ended June 30, | |||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||||||||||||||||||
Service cost | $ | 192,000 | $ | 118,000 | $ | 46,000 | $ | 35,000 | $ | — | $ | 9,000 | |||||||||||
Interest cost | 267,000 | 242,000 | 57,000 | 50,000 | 39,000 | 40,000 | |||||||||||||||||
Expected return on plan assets | (375,000 | ) | (323,000 | ) | — | — | — | — | |||||||||||||||
Amortization of prior service cost (credit) | 4,000 | 4,000 | (3,000 | ) | (4,000 | ) | — | 9,000 | |||||||||||||||
Amortization of net actuarial loss (gain) | 64,000 | 15,000 | 18,000 | 4,000 | (4,000 | ) | (15,000 | ) | |||||||||||||||
Net periodic benefit cost | $ | 152,000 | $ | 56,000 | $ | 118,000 | $ | 85,000 | $ | 35,000 | $ | 43,000 | |||||||||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
United States | $ | 1,684,000 | $ | (710,000 | ) | $ | 1,269,000 | $ | (2,949,000 | ) | |||||
Canada | (853,000 | ) | 705,000 | (2,622,000 | ) | 2,121,000 | |||||||||
$ | 831,000 | $ | (5,000 | ) | $ | (1,353,000 | ) | $ | (828,000 | ) | |||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Current | $ | (289,000 | ) | $ | 344,000 | $ | (636,000 | ) | $ | 887,000 | |||||
Deferred | 149,000 | (133,000 | ) | 796,000 | (225,000 | ) | |||||||||
$ | (140,000 | ) | $ | 211,000 | $ | 160,000 | $ | 662,000 | |||||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Revenues: | |||||||||||||||
Oil and natural gas | $ | 2,196,000 | $ | 4,619,000 | $ | 7,260,000 | $ | 16,343,000 | |||||||
Land investment | 1,266,000 | 258,000 | 3,115,000 | 378,000 | |||||||||||
Contract drilling | 1,415,000 | 1,548,000 | 3,839,000 | 4,475,000 | |||||||||||
Other | 307,000 | 377,000 | 461,000 | 678,000 | |||||||||||
Total before interest income | 5,184,000 | 6,802,000 | 14,675,000 | 21,874,000 | |||||||||||
Interest income | 19,000 | 8,000 | 52,000 | 18,000 | |||||||||||
Total revenues | $ | 5,203,000 | $ | 6,810,000 | $ | 14,727,000 | $ | 21,892,000 | |||||||
Depletion, depreciation, and amortization: | |||||||||||||||
Oil and natural gas | $ | 707,000 | $ | 1,187,000 | $ | 2,362,000 | $ | 5,043,000 | |||||||
Contract drilling | 66,000 | 79,000 | 207,000 | 235,000 | |||||||||||
Other | 28,000 | 30,000 | 79,000 | 86,000 | |||||||||||
Total depletion, depreciation, and amortization | $ | 801,000 | $ | 1,296,000 | $ | 2,648,000 | $ | 5,364,000 | |||||||
Operating profit (before general and administrative expenses): | |||||||||||||||
Oil and natural gas | $ | (46,000 | ) | $ | 1,321,000 | $ | (78,000 | ) | $ | 4,526,000 | |||||
Land investment | 1,266,000 | 258,000 | 3,115,000 | 378,000 | |||||||||||
Contract drilling | 534,000 | 201,000 | 820,000 | 571,000 | |||||||||||
Other | 279,000 | 347,000 | 382,000 | 592,000 | |||||||||||
Total operating profit | 2,033,000 | 2,127,000 | 4,239,000 | 6,067,000 | |||||||||||
Equity in income (loss) of affiliates: | |||||||||||||||
Land investment | 988,000 | (113,000 | ) | 1,444,000 | (376,000 | ) | |||||||||
General and administrative expenses | (1,891,000 | ) | (1,844,000 | ) | (6,270,000 | ) | (6,049,000 | ) | |||||||
Interest expense | (76,000 | ) | (165,000 | ) | (248,000 | ) | (520,000 | ) | |||||||
Interest income | 19,000 | 8,000 | 52,000 | 18,000 | |||||||||||
Income (loss) before income taxes | $ | 1,073,000 | $ | 13,000 | $ | (783,000 | ) | $ | (860,000 | ) | |||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Foreign currency translation: | |||||||||||||||
Beginning accumulated foreign currency translation | $ | 513,000 | $ | 2,000,000 | $ | 1,692,000 | $ | 3,701,000 | |||||||
Change in cumulative translation adjustment before reclassifications | 121,000 | 579,000 | (1,204,000 | ) | (1,074,000 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | 11,000 | (223,000 | ) | 157,000 | (271,000 | ) | |||||||||
Income taxes | — | — | — | — | |||||||||||
Net current period other comprehensive income (loss) | 132,000 | 356,000 | (1,047,000 | ) | (1,345,000 | ) | |||||||||
Ending accumulated foreign currency translation | 645,000 | 2,356,000 | 645,000 | 2,356,000 | |||||||||||
Retirement plans: | |||||||||||||||
Beginning accumulated retirement plans benefit cost | (1,897,000 | ) | (694,000 | ) | (1,950,000 | ) | (710,000 | ) | |||||||
Amortization of net actuarial loss and prior service cost | 26,000 | (3,000 | ) | 79,000 | 13,000 | ||||||||||
Income taxes | — | — | — | — | |||||||||||
Net current period other comprehensive income (loss) | 26,000 | (3,000 | ) | 79,000 | 13,000 | ||||||||||
Ending accumulated retirement plans benefit cost | (1,871,000 | ) | (697,000 | ) | (1,871,000 | ) | (697,000 | ) | |||||||
Accumulated other comprehensive (loss) income, net of taxes | $ | (1,226,000 | ) | $ | 1,659,000 | $ | (1,226,000 | ) | $ | 1,659,000 | |||||
Nine months ended June 30, | |||||||
2015 | 2014 | ||||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the year for: | |||||||
Interest | $ | 235,000 | $ | 489,000 | |||
Income taxes paid | $ | — | $ | (103,000 | ) | ||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Note receivable for sale of investment | $ | 907,000 | $ | — | |||
• | The right to receive payments from KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LLLP (“KD II”), resulting from the sale of lots and/or residential units within approximately 870 acres of the Kaupulehu Lot 4A area, located approximately six miles north of the Kona International Airport in the North Kona District of the island of Hawaii, adjacent to Hualalai Resort at Historic Ka`upulehu, between the Queen Kaahumanu Highway and the Pacific Ocean, by KD I and KD II in two increments (“Increment I” and “Increment II”). Increment I is an area zoned for approximately 80 single-family lots, of which 29 lots are remaining to be sold, and a beach club on the portion of the property bordering the Pacific Ocean, and is partially developed. The purchasers of the 80 single-family lots will have the right to apply for membership in the Kuki`o Golf and Beach Club, which is located adjacent to and south of the Four Seasons Resort Hualalai at Historic Ka`upulehu. Increment II is the remaining portion of the approximately 870-acre property and is zoned for single-family and multi-family residential units and a golf course and clubhouse. Two residential lots approximately two to three acres in size fronting the ocean are currently being developed within Increment II by KD II, and the remaining acreage within Increment II is not yet under development. |
• | An indirect 19.6% non-controlling ownership interest in each of KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD Kaupulehu, LLLP. These entities own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KD Kaupulehu, LLLP, which wholly owns KD I and KD II, is the developer of Kaupulehu Lot 4A Increments I and II, the area in which Barnwell has interests in percentage of sales payments. |
• | Approximately 1,000 acres of vacant leasehold land zoned conservation in the Kaupulehu Lot 4C area located adjacent to the 870-acre Lot 4A described above. |
• | A $1,367,000 decrease in oil and natural gas segment operating results, before income taxes, primarily due to decreases in prices for all products which was partially offset by a reduction in operating expenses and the benefit from a decreased depletion rate primarily related to the divestitures of certain oil and natural gas properties in fiscal 2014; |
• | A $1,008,000 increase in land investment segment operating profit, before income taxes and non-controlling interests’ share of such profits, due to increased percentage of sales receipts; and |
• | A $1,101,000 increase in equity in income from affiliates as a result of increased Kukio Resort land development partnerships’ operating results. |
• | A $4,604,000 decrease in oil and natural gas segment operating results, before income taxes, primarily due to decreases in prices for all products as well as a reduction in revenue due to decreases in production for oil and natural gas partially offset by a reduction in operating expenses and the benefit from a decreased depletion rate all primarily related to the divestitures of certain oil and natural gas properties in fiscal 2014; |
• | A $2,737,000 increase in land investment segment operating profit, before income taxes and non-controlling interests’ share of such profits, due to increased percentage of sales receipts; |
• | A $1,820,000 increase in equity in income from affiliates as a result of increased Kukio Resort land development partnerships’ operating results; and |
• | An $863,000 valuation allowance recorded in the current year period for deferred tax assets under Canadian tax law related to asset retirement obligations which increased deferred income tax expense. |
Average Price Per Unit | ||||||||||||||
Three months ended | Increase | |||||||||||||
June 30, | (Decrease) | |||||||||||||
2015 | 2014 | $ | % | |||||||||||
Natural Gas (Mcf)* | $ | 1.88 | $ | 4.02 | $ | (2.14 | ) | (53 | %) | |||||
Oil (Bbls)** | $ | 49.18 | $ | 92.71 | $ | (43.53 | ) | (47 | %) | |||||
Liquids (Bbls)** | $ | 15.76 | $ | 44.19 | $ | (28.43 | ) | (64 | %) | |||||
Average Price Per Unit | ||||||||||||||
Nine months ended | Increase | |||||||||||||
June 30, | (Decrease) | |||||||||||||
2015 | 2014 | $ | % | |||||||||||
Natural Gas (Mcf)* | $ | 2.29 | $ | 3.91 | $ | (1.62 | ) | (41 | %) | |||||
Oil (Bbls)** | $ | 48.55 | $ | 79.78 | $ | (31.23 | ) | (39 | %) | |||||
Liquids (Bbls)** | $ | 20.10 | $ | 46.11 | $ | (26.01 | ) | (56 | %) | |||||
Net Production | |||||||||||
Three months ended | Increase | ||||||||||
June 30, | (Decrease) | ||||||||||
2015 | 2014 | Units | % | ||||||||
Natural Gas (Mcf)* | 398,000 | 464,000 | (66,000 | ) | (14 | %) | |||||
Oil (Bbls)** | 22,000 | 21,000 | 1,000 | 5 | % | ||||||
Liquids (Bbls)** | 17,000 | 16,000 | 1,000 | 6 | % | ||||||
Net Production | |||||||||||
Nine months ended | Increase | ||||||||||
June 30, | (Decrease) | ||||||||||
2015 | 2014 | Units | % | ||||||||
Natural Gas (Mcf)* | 1,298,000 | 1,490,000 | (192,000 | ) | (13 | %) | |||||
Oil (Bbls)** | 59,000 | 97,000 | (38,000 | ) | (39 | %) | |||||
Liquids (Bbls)** | 53,000 | 53,000 | — | — | % | ||||||
Three months ended June 30, | Nine months ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Sale of interest in leasehold land: | |||||||||||||||
Proceeds | $ | 1,473,000 | $ | 300,000 | $ | 3,623,000 | $ | 440,000 | |||||||
Fees | (207,000 | ) | (42,000 | ) | (508,000 | ) | (62,000 | ) | |||||||
Revenues – sale of interest in leasehold land, net | $ | 1,266,000 | $ | 258,000 | $ | 3,115,000 | $ | 378,000 | |||||||
Exhibit Number | Description | |
10.1 | Purchase and Sale Agreement, dated August 10, 2015, between Barnwell of Canada, Limited and Canadian Natural Resources Limited | |
31.1 | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
BARNWELL INDUSTRIES, INC. | ||
(Registrant) | ||
Date: | August 12, 2015 | /s/ Russell M. Gifford |
Russell M. Gifford | ||
Chief Financial Officer, | ||
Executive Vice President, | ||
Treasurer and Secretary | ||
Exhibit Number | Description | |
10.1 | Purchase and Sale Agreement, dated August 10, 2015, between Barnwell of Canada, Limited and Canadian Natural Resources Limited | |
31.1 | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
1.1 | Definitions |
(a) | "Abandonment and Reclamation Obligations" means all obligations to: |
(i) | abandon the Wells and restore and reclaim the surface sites thereof, to decommission and remove the facilities and equipment comprised in the Tangibles, and restore and reclaim the surface sites thereof; and |
(ii) | reclaim and restore the lands to which the surface rights relate (including the removal of all tailings ponds and the remediation of all associated and affected sites); |
(b) | "AC2 Form" means the Petroleum Registry of Alberta Query Capital and Operating Costs – AC2(V4) form to be completed for Closing regarding gas cost allowances calculations; |
(c) | "AER" means the Alberta Energy Regulator; |
(d) | "AFE" means authority for expenditure, unit budget, mail ballot, cash call, or any other approval given by the holder of a working interest in the Lands or Tangibles to conduct an operation, create or incur a financial obligation or accept a risk; |
(e) | "Affiliate" means any company, person, partnership or other legal entity which controls or is controlled by a Party or which controls or is controlled by a company, person, partnership, or other legal entity which controls such Party; “control” meaning the power to direct or cause the direction of the management and policies of the Party or the other company, person, partnership, or legal entity, as the case may be, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by virtue of being the Party's trustee, owning shares or other equity interests, or holding voting rights, contractual rights, trust instruments, partnership interests or any other such interests. For certainty, a partnership which is a Party and which is comprised of corporations which are Affiliates shall be deemed to be an Affiliate of each such corporation and its other Affiliates; |
(f) | "Agreement" means this document, together with the Schedules attached hereto and made a part hereof; |
(g) | "Arbitration" means arbitration to be undertaken in accordance with Article 9; |
(h) | "Assets" means all right, title, and estate in and to the Petroleum and Natural Gas Rights, the Tangibles and the Miscellaneous Interests, either owned or held by Barnwell of Canada, Limited for itself in its personal capacity or which Barnwell of Canada, Limited holds as trustee and is empowered and authorized to sell as attorney and agent of the beneficial owners, whether such rights, title, estates and interests are beneficial or legal or both, contingent or fixed, vested or unvested, and such term means and includes all of the interests described herein as being transferred and conveyed by Vendor, and set forth as “Vendor Interests” in Schedules “A”, “C”, “D”, “E” and “F”, but does not mean or include the Excluded Assets described in Schedule “G”; |
(i) | "Business Day" means any day upon which both Parties are open for normal business in Calgary, Alberta; |
(j) | "Closing" means the transfer and conveyance of the Assets from Vendor to Purchaser and the completion of other matters incidental thereto; |
(k) | "Closing Date" means the later of: |
(i) | September 16, 2015; and |
(ii) | three (3) Business Days after the exercise, waiver or expiry by the effluxion of time of any and all Rights of First Refusal; or |
(l) | "Closing Time" means 2:00 p.m. in Calgary, Alberta, on the Closing Date: |
(m) | "Conveyance Documents" means all conveyances, assignments, registerable transfers, novations, bills of sale, licence transfers, AC2 forms, RMF2 forms, and other documents or instruments, other than the General Conveyance, which are reasonably required or desirable to convey, assign and transfer to Purchaser Vendor's rights, interests and obligations in and to the Assets, and to novate Purchaser in Vendor's place and stead with respect to all agreements affecting or relating to the Assets and all of Vendor’s obligations relating thereto; |
(n) | "Dollar" and "$" mean a dollar of lawful money of Canada; |
(o) | "Effective Date" means 8:00 a.m. Mountain Daylight Time on April 1, 2015; |
(p) | "Environment" means the components of the earth and the atmosphere and includes all layers of the atmosphere, ambient air, the soil, the surface and subsurface strata of land, groundwater and surface water (including lakes, rivers, streams, oceans and aquifers), all organic and inorganic matter and living organisms, and the interacting natural systems which include such components; |
(q) | "Environmental Defect" means any Environmental Liabilities that would not be acceptable to a prudent purchaser of the Assets; |
(r) | "Environmental Liabilities" means any and all environmental damage, contamination, or other adverse environmental conditions pertaining to or caused by any of the Assets or operations thereon or related thereto or existing within, upon or under the Lands, any lands upon which the Tangibles are located or any lands which are used to gain access to any of the foregoing, however and by whomsoever caused, and whether caused by a breach of the applicable Regulations or otherwise, which occur or arise in whole or in part prior to, at or subsequent to Closing, and regardless of whether or not a reclamation certificate has been issued. Without limiting the generality of the foregoing, such environmental damage or contamination or other environmental conditions shall include those arising from or relating to: |
(i) | surface, underground, air, ground water, surface water or marine environment contamination; |
(ii) | Abandonment and Reclamation Obligations; |
(iii) | the breach of the applicable Regulations in effect at any time; |
(iv) | the removal of or failure to remove foundations, structures or equipment; |
(v) | the release, spill, escape or emission of toxic, hazardous or oilfield waste substances; and |
(vi) | damages and losses suffered by Third Parties as a result of any of the occurrences in Paragraphs (i) through (v) of this Subclause 1.1(r); |
(s) | "Escrow Agent" means the Person designated by the Parties as escrow agent to receive, manager, and administer the Section 116 Withholding Amount pursuant to the Section 116 Escrow Agreement; |
(t) | "Excluded Assets" means the assets set forth on Schedule “G” hereto under the heading “Excluded Assets”; |
(u) | "Facilities" means the facilities described in Schedule "E", excluding any facilities comprised in the Excluded Assets; |
(v) | "GST" means the goods and services tax exigible under and administered pursuant to the Excise Tax Act (Canada); |
(w) | "Lands" means the lands described in Schedule "A" and includes the Petroleum Substances within, upon or under such lands insofar as the Petroleum Substances are granted by the Leases; |
(x) | "Leases" means collectively the leases, reservations, permits, licenses or other documents of title described in Schedule "A" which grant rights to explore for, drill for, win, take or remove the Petroleum Substances, or any replacement or renewals thereof, leases derived therefrom, or subsequent leases or other documents of title; |
(y) | "Licence Transfers" means, in relation to the Assets, the transfers of any permits, approvals, licenses and authorizations granted by any applicable governmental body; |
(z) | "Losses" means all actions, causes of action, losses, costs, claims, damages, penalties, assessments, charges, expenses and other liabilities whatsoever suffered, sustained, paid or incurred and includes reasonable legal fees on a solicitor-and-client basis and other professional fees and disbursements on a full-indemnity basis; but notwithstanding the foregoing shall not include any liability for indirect or consequential damages including business loss, loss of profit, economic loss, punitive damages or income tax liabilities; |
(aa) | "Miscellaneous Interests" means all property, assets and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) pertaining to, but only to the extent to which they pertain to, the Petroleum and Natural Gas Rights, the Tangibles or any lands with which the Lands have been pooled or unitized, including Vendor's entire undivided interest in: |
(i) | all contracts, agreements and documents relating directly to the Petroleum and Natural Gas Rights and the Tangibles and any rights in relation thereto; |
(ii) | all subsisting rights to enter upon, use and occupy the surface of any of the Lands or any lands upon which the Tangibles are located or lands which are used to gain access to any of the foregoing; |
(iii) | all subsisting rights to carry out operations relating to the Lands or the Tangibles including all easements and well, pipeline, facility and other permits, licences and authorizations; |
(iv) | all geological, engineering and other reports prepared for the joint account, i.e., prepared for all working interest owners, but not any other reports or interpretations or any other geophysical or geological data; |
(v) | the Wells, including the wellbores of, and casings in, such Wells, but specifically excluding any wells comprised in the Excluded Assets; |
(vi) | the Production Sales Contracts; and |
(vii) | the Unit Interest; |
(bb) | "Party" means any individual, partnership or corporation which is bound by this Agreement as Purchaser or Vendor; |
(cc) | "Permitted Encumbrances" means: |
(i) | easements, rights-of-way, servitudes and other similar rights in land including rights-of-way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains , electric light, power, telephone, telegraph or cable television conduits, poles, towers, wires and cables; |
(ii) | the right reserved to or vested in any government or other public authority by the terms of any statutory provision, to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; |
(iii) | liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which Vendor is contesting in good faith; |
(iv) | taxes on Petroleum Substances (excluding income taxes and GST) or the revenue therefrom and requirements imposed by statutes or governmental boards, tribunals or authorities concerning rates of production from operations on any of the Lands or otherwise affecting recoverability of Petroleum Substances from the Lands and which are generally applicable to the oil and gas industry in the jurisdiction in which the Assets are located; |
(v) | the terms and conditions of all Leases or any operating agreements relating to the Assets (including Production Sales Contracts and pooling and |
(vi) | rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the Assets in any manner, and all applicable laws, rules and orders of any governmental authority; |
(vii) | undetermined or inchoate liens (including processors', operators' and similar liens) incurred or created as security in favour of the person conducting the operation of any of the Assets, and arising in the ordinary course of business, for Vendor's proportionate share of the costs and expenses of such operations in respect of such costs which are not due or delinquent at the relevant time; |
(viii) | mechanics', builders' or materialman's liens in respect of services rendered or goods supplied, but only insofar as such liens relate to goods or services for which payment is not due or the validity of which is being diligently contested by or on behalf of Vendor; |
(ix) | the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the Lands or interests therein, and statutory exceptions to title; |
(x) | penalties which are described in Schedule "A" and which have arisen under operating procedures or similar agreements as a consequence of Vendor's elections at the relevant time to not participate in operations on the Lands to which the penalty applies; |
(xi) | liens or securities incurred, created or granted in the ordinary course of business to a public utility, municipality or governmental authority in connection with operations pertaining to the Assets; and |
(xii) | all royalty burdens (including lessor's royalties), liens, adverse claims and encumbrances described in Schedule "A"; |
(dd) | "Person" means any individual, personal representative, corporation, partnership or other legal entity capable of entering in to binding legal obligations; |
(ee) | "Petroleum and Natural Gas Rights" means the undivided interests described in Schedule “A” including working interests, royalty interests, participation interests or any other interests in respect of the Leases and the Lands or lands with which the Lands are pooled or unitized, whether legal, beneficial or both; |
(ff) | "Petroleum Substances" means petroleum, natural gas and all related hydrocarbons including all liquid hydrocarbons, and all other substances whether liquids, gases or solids and whether hydrocarbon or not (excepting coal but including sulphur), produced in association with such petroleum, natural gas or related hydrocarbons, the rights to which are granted by the Leases; |
(gg) | "Pipelines" means all pipelines set forth on Schedule "F", excluding any pipelines forming part of the Excluded Assets; |
(hh) | "Prime Rate" means a rate of interest per annum equal to the annual rate of interest which is announced from time to time by the Royal Bank of Canada in Calgary, Alberta, as its reference rate used for determining interest rates on Canadian dollar demand loans to its most credit-worthy customers; |
(ii) | "Production Sales Contracts" means those contracts for the sale of Petroleum Substances produced from the Lands, or lands with which the Lands have been pooled or unitized, as described in Schedule "I"; |
(jj) | "Purchase Price" means the amount payable by Purchaser to Vendor pursuant to Subclause 2.2(a); |
(kk) | "Regulations" means all statutes, laws, rules, orders, regulations, ordinances and other like instruments made from time to time by governments, governmental boards or agencies having jurisdiction over the Assets, the Parties or this Transaction; |
(ll) | “Representatives” means, in respect of a Party: |
(i) | such Party’s Affiliates; and |
(ii) | the respective directors, officers, agents, employees, and consultants or advisors of such Party and its Affiliates; |
(mm) | "Right of First Refusal" means a right of first refusal, pre-emptive right of purchase or similar right whereby any Person has the right to acquire or purchase all or a portion of the Assets as a consequence of this Agreement or the Transaction herein contemplated; |
(nn) | "RMF2" means the Alberta Energy Reassignment of Volume Setup/Change Form with all required attachments, to be submitted to Alberta Energy; |
(oo) | "Security Interests" means any assignment, security, mortgage, charge, pledge, negative pledge, lien or other security interest whatever or however created or arising, whether absolute or contingent, fixed or floating, perfected or not, which encumbers all or any part or portion of Vendor's title in and to the Assets or any proceeds to be received hereunder, or that of its Affiliates or predecessors in title; |
(pp) | "Section 116 Escrow Agreement" means the escrow agreement provided for in Clause 2.6, agreed to by the Parties as to both form and substance; |
(qq) | "Take or Pay Obligations" means Vendor's outstanding obligations arising in connection with payments made to Vendor or to its predecessors in interest under or in respect of gas purchase contracts or other contracts for the sale of Petroleum Substances, which payments were made in lieu of or in consequence of the buyers under such contracts not taking delivery of Petroleum Substances, or in consideration of future deliveries of Petroleum Substances, and which obligations |
(rr) | "Tangibles" means: |
(i) | all tangible depreciable property and assets located in, on or about the Lands, or lands with which the Lands have been pooled or unitized, or which are appurtenant thereto and which are used in connection with production, gathering, processing, injection, removal, transmission or treatment of Petroleum Substances, or operations thereon or are relative thereto or are appurtenant to or are used in connection with the Wells, the Facilities, the Pipelines and the Unit, but excluding equipment beyond the point of entry into a gathering system, plant or other facility, and excluding all tangible depreciable property and assets comprising the Excluded Assets; |
(ii) | the Facilities; and |
(iii) | the Pipelines; |
(ss) | "Title Defect" means an actual or potential defect, deficiency, discrepancy or adverse claim in or affecting Vendor's title or its interests in and to any of the Assets, which is made apparent from Purchaser's inability, following a reasonable title review process, to confirm Vendor's title to the Assets or to confirm the extent to which Vendor's interest in the Assets may be subject to encumbrances, as Vendor's title and interests are disclosed herein or described in Schedule "A"; and which is or would be sufficiently material and adverse to the enforcement or defence of title and interests, or the confirmation of encumbrances, that it would not be acceptable to a knowledgeable and prudent purchaser buying similar oil and gas properties, acting reasonably, and includes Vendor not being the beneficial owner of the interest attributed to it in Schedule "A" or holding a lesser beneficial interest than the interest attributed to it, Vendor's interest as described in Schedule "A" being subject to a royalty, net carried interest or other encumbrance not being disclosed or being misdescribed in Schedule "A" (other than a Permitted Encumbrance) or Vendor's interest as described in Schedule "A" being subject to a production penalty or conversion that either has not been disclosed or has been misdescribed therein; |
(tt) | "Transaction" means Vendor’s sale of the Assets to Purchaser, Purchaser’s purchase of the Assets from, and all other transactions and activities contemplated by this Agreement with respect thereto; |
(uu) | "Unit" means the scheme or schemes of unitization for the production of Petroleum Substances to which the Petroleum and Natural Gas Rights are subject, set forth in Schedule "C"; |
(vv) | "Unit Agreement" means the agreement or agreements pursuant to which the Unit was formed, as amended; |
(ww) | "Unit Facilities" means the facilities owned or operated by the Unit and defined as “Unit Facilities” pursuant to the terms of the Unit Operating Agreement; |
(xx) | "Unit Interest" means Vendor's entire interest in and to the Unit, including Vendor’s interests attributable to the Petroleum and Natural Gas Rights therein; |
(yy) | "Unit Operating Agreement" means the Unit Operating Agreement referred to in the Unit Agreement, as amended; |
(zz) | "Unit Wells" mean the producing, shut‑in, suspended, abandoned, water-source or injection wells comprised in the Unit; |
(aaa) | "Vendor" means both Barnwell of Canada, Limited in its personal capacity as vendor of those Assets owned and held by it for and by itself, and Barnwell of Canada, Limited in its capacity as agent and attorney authorized and empowered to convey and transfer to Purchaser those Assets it holds in trust on behalf of other Persons; and |
(bbb) | "Wells" mean the producing, shut‑in, suspended, water-source or injection wells described in Schedule “D”, and shall include all Unit Wells. |
1.2 | Schedules |
(a) | Schedule "A": Petroleum and Natural Gas Rights (Leases, Lands, Vendor’s Interest, Encumbrances); |
(b) | Schedule "B": Rights of First Refusal; |
(c) | Schedule "C": Unit; |
(d) | Schedule “D”: Wells; |
(e) | Schedule "E": Facilities; |
(f) | Schedule "F": Pipelines; |
(g) | Schedule "G": Excluded Assets |
(h) | Schedule “H”: AFEs; |
(i) | Schedule "I": Production Sales Contracts; |
(j) | Schedule "J": the form of the general conveyance; and |
(k) | Schedule “K”: the form of the certificate to be provided pursuant to Article 10. |
1.3 | References |
1.4 | Headings |
1.5 | Included Words |
1.6 | Knowledge and Awareness |
1.7 | Interpretation if Closing does not Occur |
1.8 | Invalidity of Provisions |
1.9 | Conflicts |
1.10 | Regulations |
1.11 | Negotiated Transaction |
2.1 | Purchase and Sale Agreement |
2.2 | Purchase Price |
(a) | The Purchase Price for the Assets is Twenty-Nine Million Six Hundred Thousand Dollars ($29,600,000.00), subject to the apportionments and adjustments provided for in Article 4 and such other reductions as may be made pursuant to Articles 7 and 8. |
(b) | At Closing, in addition to the Purchase Price referred to in Subclause 2.2(a) above, Purchaser shall also remit to Vendor the five percent (5%) GST applicable to that portion of the Purchase Price allocated to the Miscellaneous Interests and Tangibles, being Two Hundred and Ninety-Six Thousand Dollars ($296,000.00). Barnwell shall remit to the appropriate governmental agency on a timely basis all applicable GST. The GST registration number of Barnwell is 100401702 RT1001. |
2.3 | Allocation of Purchase Price |
(a) | Vendor and Purchaser hereby allocate the Purchase Price among the Assets as follows: |
2.4 | Payment of Purchase Price |
(a) | Subject to the withholding of the Section 116 Withholding Amount pursuant to Clause 2.6 which Purchaser shall pay to the Escrow Agent pursuant to Subclause 2.6(b)(ii), at Closing Purchaser shall pay to Vendor, by single bank draft or wire transfer, the Purchase Price owed to Vendor, as adjusted pursuant to this Agreement, and any GST thereon, together with any interest payable pursuant to Clause 2.5. |
(b) | Should any portion of the funds paid by Purchaser to Vendor under Subclause 2.4(a), including any interest in lieu set forth in Clause 2.5 below, be payable by Vendor to any Person under any trust, agency or power of attorney arrangement with such Person, upon receipt of funds from Purchaser pursuant to Subclause 2.4(a), Vendor shall promptly pay such Person its correct proportionate sum, subject to any withholding of the Section 116 Withholding Amount pursuant to Clause 2.6. This obligation shall be the sole responsibility of Vendor and shall survive Closing, and Vendor shall be liable for, and shall save, indemnify and hold harmless Purchaser from any Losses of any kind resulting from Vendor’s failure to fully perform such obligation. |
(a) | Each Party hereby authorizes the other Party to take any actions necessary to ensure full compliance with section 116 and all other provisions of the Income Tax Act (Canada) to the extent such compliance is made necessary by this Transaction, and shall provide to the other Party all reasonable assistance in respect thereof. Specifically, Purchaser shall authorize and provide all necessary assistance to Vendor to enable Vendor to obtain, any and all correct and accurate certificates of compliance which may be required pursuant to subsection 116(4) of the Income Tax Act (Canada) (“Compliance Certificates”). |
(b) | Vendor and Purchaser acknowledge that pursuant to section 116 of the Income Tax Act (Canada) Purchaser is required to, and is authorized by Vendor to, withhold at Closing one half (1/2) of the Purchase Price net of apportionments and adjustments provided for in Article 3 (the "Section 116 Withholding Amount"). Vendor and Purchaser shall sign and deliver at Closing the Section 116 Escrow Agreement, which shall instruct the Escrow Agent with respect to the holding, remitting and releasing of the Section 116 Withholding Amount. |
(c) | At Closing, Purchaser shall deliver to the Escrow Agent the Section 116 Withholding Amount to be held, released or remitted, as the case may be. |
(d) | Vendor acknowledges that it may be required to provide notice to the Canada Revenue Agency in respect of the sale of the Assets within ten (10) days of the date of such sale to avoid the imposition of a monetary penalty and, in addition, may be required to file a Canadian income tax return for the taxation year that includes the date of the sale of the Assets. Vendor shall fully comply on a timely basis with any such Canada Revenue Agency obligations, and shall be liable for and shall save, indemnify and hold Purchaser harmless from any loss, harm, prejudice or injury of any kind to Purchaser resulting from its failure to fully comply on a timely basis with such obligations. |
(e) | The obligations of the Parties pursuant to this Clause 2.6 shall survive Closing. |
(f) | Vendor’s Canada Revenue Agency assigned tax account number is 100401702RC0001. |
3.1 | Place of Closing |
3.2 | Effective Date of Transfer |
3.3 | Closing and Post-Closing Deliveries |
(a) | At Closing, Barnwell shall execute, where applicable, and deliver to Purchaser: |
(i) | a general conveyance, in the form attached as Schedule "J"; |
(ii) | all Conveyance Documents, including all RMF2s and AC2s, provided that such documents shall not require Vendor to assume or incur any obligation or to provide any representation or warranty beyond that contained in this Agreement; |
(iii) | copies of all consents to disposition and applicable waivers of Rights of First Refusal obtained by Vendor with respect to this Transaction, other than customary post-closing consents; |
(iv) | the certificate required by Subclauses 10.2(a) and (d) substantially in the form attached as Schedule “L”; |
(v) | "no interest" letters, and discharges of any Security Interests from the holder thereof; |
(vi) | receipt for payment of the amounts hereunder payable to Vendor by Purchaser at Closing; |
(vii) | the Section 116 Escrow Agreement; and |
(viii) | such other documents as may be specifically required hereunder or as Purchaser may reasonably request by reasonable notice to Vendor, including reasonable evidence of Vendor’s capacity and authority to convey and transfer all of the Assets to the Purchaser. |
(b) | At Closing, Purchaser shall execute, where applicable, and deliver to Vendor: |
(i) | the Purchase Price in accordance with Clause 2.2, subject to any adjustments provided for in this Agreement, the Section 116 Withholding Amount provided for in Clause 2.6, applicable GST, and the amount in interest in lieu in accordance with Clause 2.5; |
(ii) | a general conveyance in the form attached as Schedule “J”; |
(iii) | the certificate required by Subclause 10.3(d) substantially in the form attached as Schedule “K”; |
(iv) | the Section 116 Escrow Agreement; and |
(v) | such other documents as may be specifically required hereunder. |
(c) | Five (5) Business Days before the Closing Date Vendor shall prepare and deliver drafts of the Conveyance Documents to Purchaser for Purchaser's review and approval. |
(d) | Within fifteen (15) Business Days of the Closing Date, originals, or where originals are not available, copies of Vendor's records, files, reports and data pertaining to the Assets, insofar as such delivery is permitted and required hereunder, unless and to the extent to which Purchaser agrees to allow Vendor to deliver such records, files, reports and data at a later date. |
3.4 | Costs of Registration |
4.1 | Apportionments |
(a) | Except as provided below in this Clause 4.1, the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing, payable or paid and received or receivable in respect of the Assets including mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, gas cost allowances, proceeds from the sale of production, and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be apportioned between the Parties as of the Effective Date, on an accrual basis regarding the interim statement of adjustments and on an actual basis regarding the final statement of adjustments. |
(b) | An interim accounting and adjustment shall be conducted for Closing and Vendor shall prepare and forward a draft interim statement of adjustments to Purchaser not less than five (5) Business Days prior to the Closing Date, for Purchaser's review. |
(c) | Within one hundred eighty (180) days of the Closing Date (the "Adjustment Period") Vendor shall prepare and forward to Purchaser a final accounting and adjustment (the "Final Statement of Adjustments" or the "FSOA"). Purchaser shall have thirty (30) days from receipt of the FSOA to review same. Subject to Subclauses (d) and (e) of this Clause 4.1, settlement of accounts will be considered concluded when the Parties agree, evidenced by them signing the FSOA which expressly states that it is the final statement of all adjustments. The Parties shall not be obligated to make any adjustments after the Adjustment Period unless such adjustment has been specifically requested, by notice, within the Audit Period as defined in Subclause (d) hereof. |
(d) | During the one (1) year period following the date after which the Final Statement of Adjustments has been signed by both Parties (the "Audit Period"), Purchaser may audit Vendor's books, records and accounts respecting the Assets, for effecting adjustments pursuant to this Article 4. Such audit shall be conducted upon reasonable notice to Vendor at Vendor's offices during Vendor's normal business hours, and shall be conducted at Purchaser's sole expense. Any claims of discrepancies disclosed by such audit shall be made in writing to Vendor within thirty (30) days following the completion of such audit and Vendor shall respond in writing to any such claims of discrepancies within thirty (30) days of receipt of such claims. |
(e) | Notwithstanding the preceding Subclauses of this Clause 4.1, any adjustments established by an audit conducted pursuant to the Regulations or the provisions of the Leases or governing agreements with respect to Crown Royalty audits, joint venture audits or thirteenth-month adjustments which are outstanding at the Closing Time, or which occur after the Closing Time, shall be made as they occur in accordance with the provisions of existing Regulations or governing agreements, and shall be received or paid by the Party thereto entitled or thereby obliged. |
(f) | Vendor shall not be entitled to charge Purchaser for any of Vendor's administrative or overhead fees. |
(g) | As required by law, GST shall be payable and applied to adjustments and shall be paid by the applicable Party. |
(h) | Each Party agrees to make any payment required of it as a result of the adjustments provided for in this Clause 4.1 within thirty (30) days of being notified of the determination of the amount owing. |
(i) | To the extent to which the Parties cannot agree to the accounting provided for in this Clause 4.1, either Party may refer the matter for determination in accordance with Article 9. |
5.1 | Maintenance of Assets |
(a) | maintain the Assets in a proper and prudent manner in accordance with good oil and gas industry practices and in material compliance with all applicable Regulations; |
(b) | maintain current insurance policies, if any; |
(c) | pay or cause to be paid all costs and expenses relating to the Assets which become due from the date hereof to the Closing Date; and |
(d) | perform and comply with all covenants and conditions in the Leases and any other agreements and documents to which the Assets are subject. |
5.2 | Material Commitments |
(a) | From the date hereof to the Closing Time, Vendor shall not, without Purchaser's prior written consent: |
(i) | voluntarily assume any obligation or commitment with respect to the Assets, where Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00; |
(ii) | surrender or abandon any of the Assets; |
(iii) | amend or terminate any Leases or any agreement to which the Assets are subject, or enter into any material new agreement respecting the Assets; |
(iv) | subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-of mutual-interest provisions and Rights of First Refusal) or option relative to the Assets, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Date, if such exercise or option would result in Purchaser incurring an obligation hereunder after the Effective Date or a material adverse effect on the value of any of the Assets; |
(v) | sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal; |
(vi) | resign or take any action which would result in Vendor’s resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or |
(vii) | grant a security or any encumbrance with respect to any of the Assets; |
(b) | If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): |
(i) | Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; |
(ii) | Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to participate in the Proposal; |
(iii) | Vendor shall use all commercially reasonable efforts to make the election authorized by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and |
(iv) | Purchaser's election to not participate in any Proposal required to preserve the existence of any of the Assets or to avoid a penalty or similar loss or cost shall not entitle Purchaser to any reduction of the Purchase Price by reason thereof, and such termination shall not constitute a failure of Vendor's representations and warranties pertaining to such Assets, notwithstanding Clause 6.3. |
5.3 | Post-Closing Transition |
(a) | Vendor shall not initiate any operation with respect to the Assets, except upon receiving Purchaser's written instructions, or if Vendor reasonably determines that such operation is required for the protection of life or property or to otherwise deal with an emergency, in which case Vendor may take such actions as it reasonably determines are required without Purchaser's written instructions, but shall promptly notify Purchaser of such intention or actions and of Vendor's estimate of the costs and expenses associated therewith; |
(b) | Vendor shall forthwith deliver to Purchaser all revenues, proceeds and other benefits received by Vendor with respect to the Assets during such post-closing period, provided that Vendor shall not be permitted to deduct from such revenues, proceeds and other benefits any other costs and expenses which it incurs as a result of such delivery to Purchaser; |
(c) | Vendor shall, in a timely manner, deliver to Purchaser: |
(i) | all third party notices and communications received in respect of the Assets, including AFEs and mail ballots; |
(ii) | all notices of any events or occurrences affecting the Assets, including: |
(A) | any spill or other incident involving environmental damage, environmental contamination or other environmental problems relating to or caused by the Assets; |
(B) | any order, directive or notification pursuant to the Regulations; and |
(C) | any event or incident relating to a workplace safety hazard; and |
(d) | Vendor shall, in a timely manner, deliver to third parties all such notices and communications which Purchaser may reasonably request and all such monies and other items as Purchaser may reasonably provide in respect of the Assets, provided that Vendor may (but shall not be obligated to) refuse to follow instructions which it reasonably believes to be unlawful, unethical or in conflict with any applicable agreement or contract; |
(e) | until October 1, 2015, Vendor shall pay all rentals and similar payments required to preserve any of the Leases and any surface leases; |
(f) | where Vendor is the operator of the Assets, or any portion thereof, and in such capacity is responsible for the production accounting functions pertaining to the Assets, or any portion thereof, Vendor shall continue to perform such production accounting functions through September 30, 2015; and |
(g) | the Parties acknowledge that Suncor Energy Marketing Inc. (“Suncor”) is currently holding, on Barnwell’s behalf, Nova Gas Transmission Limited firm service at a point known as the Dunvegan meter station #2044, pursuant to the Production Sales Contracts. To assist Purchaser to handle transition of these arrangements on a timely basis, within five (5) Business Days of the execution of this Agreement, Vendor shall authorize in writing Purchaser to communicate, negotiate and contract with Suncor directly to effect the appropriate transition arrangements Purchaser desires, and shall provide Purchaser with details of any upcoming renewals or terminations of such Production Sales Contracts. In addition, if any election is required to be made by Vendor with respect to such Production Sales Contracts prior to Closing, insofar as possible, Vendor shall make such election for Vendor in accordance with the instructions of Purchaser, and under no circumstance shall Barnwell allow service to expire under the Production Sales Contracts without the prior written approval of the Purchaser. |
5.4 | Licence Transfers |
(a) | Within two (2) Business Days following Closing, Vendor shall prepare and, where applicable, electronically submit an application to the applicable governmental bodies for Licence Transfers and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. |
(b) | If the AER or other governmental body denies a Licence Transfer because of misdescription or other minor deficiencies in the application, Vendor shall, within two (2) Business Days of such denial, correct the application and amend and re-submit the application for the Licence Transfer and Purchaser or its nominee shall, where applicable, electronically ratify and sign such application. |
(c) | If, for any reason, the AER or other governmental body requires a Party or its nominee to make a deposit or furnish any other form of security in order to approve |
(d) | If a Party fails to perform any obligations requested, ordered or directed by the AER or other governmental body respecting Environmental Liabilities, and the AER or other governmental body refuses to approve a Licence Transfer as a result thereof, the other Party shall be entitled to enter upon and access the Assets to perform such obligations for and on behalf of the first Party without liability by the other Party to the first Party for trespass or otherwise, and the first Party shall reimburse the other Party for all costs, charges and expenses incurred by the other Party in the performance of such obligations, by providing payment thereof to the other Party within thirty (30) days of the other Party's delivery to the first Party of an invoice for such costs, charges and expenses together with interest thereon at a rate equal to the sum of the Prime Rate plus a rate of two percent (2%) from the date at which such costs, charges and expenses are incurred or paid by the other Party until such reimbursement is made. Any costs incurred to address the foregoing obligations shall be adjusted between Vendor and Purchaser in accordance with Clause 4.1, provided, however, that penalties and like expenses and the interest payable under this Subclause 5.4(d) shall be to the account of the Party who failed to perform the obligations. |
5.5 | Vendor Deemed Purchaser's Agent |
(a) | Insofar as Vendor maintains the Assets and takes actions thereto on Purchaser's behalf pursuant to this Article 5, Vendor shall be deemed to have been Purchaser's agent hereunder. Purchaser ratifies all actions taken by Vendor or refrained from being taken by Vendor pursuant to this Article 5 in such capacity during such period, with the intention that all such actions shall be deemed to be Purchaser's. |
(b) | Insofar as Vendor participates in either operations or the exercise of rights or options as Purchaser's agent pursuant to this Article 5, Vendor may require Purchaser to secure costs to be incurred by Vendor on Purchaser's behalf pursuant to such election in such manner as may be reasonably appropriate in the circumstances. |
(c) | Purchaser shall indemnify Vendor and its Representatives against all Losses which Vendor or Representatives may suffer or incur as a result of Vendor maintaining the Assets as Purchaser's agent pursuant to this Article 5, insofar as such Losses are not a direct result of the gross negligence or wilful misconduct of Vendor or of its Representatives. An action or omission of Vendor or of Representatives shall not be regarded as gross negligence or wilful misconduct to the extent to which it was done or omitted from being done in accordance with Purchaser's instructions or concurrence. |
5.6 | Transfer of Operatorship |
5.7 | Removal of Signs |
6.1 | Representations and Warranties of Vendor |
(a) | Corporate Standing: Vendor is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and is authorized to carry on business in the jurisdiction(s) in which the Assets are located; |
(b) | Requisite Authority: Vendor has taken all necessary corporate action and has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement, and where Vendor acts herein in the capacity as agent and attorney on behalf of other Persons for the transfer and conveyance of their interests in and to the Assets, Vendor represents that such right, power and authority has been duly and properly delegated to Vendor in accordance with a power of attorney duly executed by such Persons that at the date of this Agreement is, and at the date of Closing remains, a legally enforceable power of attorney authorizing and empowering Vendor with all right, power and authority to sell such Assets to Purchaser in accordance with the terms of this Agreement and to fulfill and perform all obligations provided herein; |
(c) | Execution and Enforceability of Documents: this Agreement and all other documents contemplated herein have been duly executed and delivered by Vendor and: |
(i) | constitute legal, valid, binding and enforceable obligations of Vendor in both its personal capacity or in its capacity as agent and attorney, as the case may be; and |
(ii) | constitute legal, valid, binding and enforceable obligations of against those Persons for whom Vendor acts hereunder as agent and attorney for the sale of their Assets hereunder; |
(d) | No Conflicts: Vendor's consummation of the Transaction herein contemplated will not, in any material respects, violate or conflict with any of Vendor’s constating documents, by‑laws or governing documents, or with any provision of any material agreement or instrument to which Vendor is party or by which Vendor or the Assets is bound, or with any judgment, decree, order, statute, rule or Regulation applicable to Vendor or the Assets; |
(e) | Residency: Vendor is a non‑resident of Canada within the meaning of section 116 of the Income Tax Act (Canada), and Vendor has, and shall have at Closing, complied with any requirements of the Income Tax Act (Canada) that may be applicable at that time, when and to the extent that this Transaction is subject to the requirements thereof; |
(f) | Title: although Vendor does not warrant title to the Assets and except for Permitted Encumbrances; |
(i) | it has done no act or thing and is aware of no circumstance, matter, document or thing whereby any of the Assets may be cancelled or determined and the Assets are free and clear of any and all encumbrances and Security Interests; |
(ii) | other than as described in Schedule "A", none of the Petroleum and Natural Gas Rights are subject to reduction or conversion by reference to payout of any well or otherwise; and |
(iii) | subject to the rents, covenants, conditions and stipulations in the Leases and any other agreements pertaining to the Assets and on the lessee's or holder's part thereunder to be paid, performed and observed, Purchaser may enter into and upon, and hold and enjoy the Assets for the residue of the respective terms of the Leases, such other agreements relating to the Assets and all renewals or extensions thereof as to the interests hereunder assigned, for Purchaser's own use and benefit without any interruption of or by Vendor or any other Person whomsoever claiming by, through or under Vendor, including any Persons for whom Vendor acts as agent and attorney for the transfer and conveyance of the Assets; |
(g) | No Knowledge of Defaults: Vendor has no knowledge of, nor has it been informed of, any material default or notice of material default relating to the Assets, or any of them; |
(h) | Finders' Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the Transaction for which Purchaser shall have any obligation or liability; |
(i) | No Lawsuits or Claims: there are no claims, proceedings, actions, lawsuits, administrative proceedings or governmental investigations in existence, contemplated or threatened against or with respect to Vendor in either its personal capacity or its capacity as agent and attorney for the transfer and conveyance of the Assets, or with respect to the Assets; |
(j) | Payment of Taxes: all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of the Assets or the production of Petroleum Substances therefrom or the receipt of proceeds therefrom payable by Vendor prior to the Effective Date and for all prior years have been properly and timely paid and discharged; |
(k) | Payment of Royalties: all rentals, royalties and other amounts due under the Leases and payable by Barnwell prior to the Effective Date and for all prior years have been properly and timely paid and discharged; |
(l) | Compliance: Vendor has complied with, performed, observed and satisfied all material terms, conditions, obligations and liabilities which have heretofore arisen and were Barnwell's obligations under any of the provisions of any agreement affecting the Assets or any then-existing statute, order, writ, injunction or decree of any governmental agency or court relating to the Assets; |
(m) | Documents: Vendor has made all reasonable inquiries and searches for material documents and information, it has delivered or made available to Purchaser all documents, instruments, records and books relevant to Barnwell's title to the Lands and the Leases and in Barnwell's possession or to which it has reasonable access; |
(n) | Worker's Compensation: Vendor is not in default of any amounts required to be paid to any workers’ compensation board under any applicable laws or the Regulations, for which Purchaser shall have any obligation or liability; |
(o) | AFEs: other than the AFEs described in Schedule “H”, there are no outstanding AFEs applicable to the Assets; |
(p) | Material Contracts: except for the Production Sales Contracts described in Schedules “C”, “G” and “I”, there are no: |
(i) | gas balancing or similar agreements pertaining to the Petroleum Substances or any of them; |
(ii) | agreements for the sale, dedication, transportation, processing or disposal of the Petroleum Substances or any of them, or substances produced in connection with the Petroleum Substances or any of them; or |
(iii) | agreements for the contract operation by any Person of the Assets or any of them; |
(q) | Operations: |
(i) | where Vendor is or has been the operator, all operations related to the Assets have been conducted in compliance with the Regulations and in accordance with good oil and gas industry practices; and |
(ii) | where Vendor is not the operator, to Barnwell’s knowledge, all operations related to the Assets have been conducted in compliance with the Regulations and in accordance with good oil and gas industry practices; |
(r) | Environmental: Vendor is not aware of and has not received: |
(i) | any claims, orders or directives which relate to environmental matters or Environmental Liabilities and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with; or |
(ii) | any claims, demands or notices issued with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding; |
(s) | Area of Mutual Interest: At Closing, the Assets will not be subject to any agreements which provide for areas of mutual interest or areas of exclusion; |
(t) | Take or Pay Obligations: the Assets are not subject to any outstanding Take or Pay Obligations; |
(u) | Rights of First Refusal: the Assets are not subject to any operative Rights of First Refusal of third Persons except for those set forth in Schedule “B”; |
(v) | Penalties: except as described in Schedule "A", Vendor has not elected or refused to participate in any exploration, development or other operation on the Lands, which has given or may give rise to penalties or forfeitures; |
(w) | Production Penalties: except as described in Schedule "A", the Wells are not subject to any production penalty or similar production restriction of any nature and Vendor has not received notice of any change or proposed change in the government-established production allowables for any of the Wells that are not generally applicable; |
(x) | Offset Obligations: to Vendor’s knowledge, there are no offset obligations arising under any of the Leases, including any unsatisfied obligation to drill a well or surrender rights or an obligation to pay compensatory royalties; |
(y) | No Excluded Assets: there are no Miscellaneous Interests or Tangibles excluded from the Assets except those set forth in Schedule “G”; |
(z) | Condition of Tangibles: Vendor’s interest in and to all property, assets, interests and rights comprising the Tangibles is equivalent to Vendor’s interest in and to the corresponding Petroleum and Natural Gas Rights and, to Vendor’s knowledge, the Tangibles have been constructed, maintained and operated in accordance with good oil and gas field practices and with the material requirements of the Regulations and none of the Tangibles is leased or rented; |
(aa) | Material Loss or Damage: there has been no change in the Assets subsequent to the Effective Date other than in consequence of and in the ordinary course of operation and production which has or would have a material adverse effect on the value, use or operation thereof; |
(bb) | Well Abandonment: Barnwell has not received notice under the Regulations to abandon any Well which has not been properly abandoned in accordance with the Regulations; and |
(cc) | Licensee Liability Rating: where Barnwell is the licensee of the Wells and a registrant with the AER, Barnwell’s Licensee Liability Rating: |
(i) | at the date this Agreement is executed, is greater than or equal to 1.0; |
(ii) | as a result of the consummation of this Transaction, shall continue to be greater than or equal to 1.0; and |
(iii) | at the time the AER considers approval of any Conveyance Documents that require its approval, shall be greater than or equal to 1.0. |
6.2 | Purchaser's Representations and Warranties |
(a) | Corporate Standing: Purchaser is a corporation, duly incorporated and validly subsisting under the laws of the jurisdiction of its formation incorporation, and is authorized to carry on business in all jurisdictions in which the Assets are located; |
(b) | Requisite Authority: Purchaser has taken all necessary corporate action and has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement; |
(c) | Execution and Enforceability of Documents: this Agreement and all other documents contemplated herein have been duly executed and delivered by Purchaser and constitute legal, valid, binding and enforceable obligations of Purchaser; |
(d) | No Conflicts: Purchaser's consummation of the transaction herein contemplated will not, in any material respects, violate or conflict with any of Purchaser's constating documents, by‑laws or governing documents or with any provision of any material agreement or instrument to which Purchaser is a party or by which Purchaser is bound, or with any judgment, decree, order, statute, rule or regulation applicable to Purchaser; |
(e) | Finders' Fees: Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the transaction herein contemplated for which Vendor shall have any obligation or liability; |
(f) | Investment Canada: Purchaser is not a "non‑Canadian" under the Investment Canada Act; and |
(g) | Licensee Liability Rating: Purchaser is a registrant with the AER, and Purchaser’s Licensee Liability Rating: |
(i) | at the date this Agreement is executed, is greater than or equal to 1.0; |
(ii) | as a result of the consummation of this Transaction, shall continue to be greater than or equal to 1.0; and |
(iii) | at the time the AER considers approval of any Conveyance Documents that require its approval, shall be greater than or equal to 1.0. |
6.3 | Survival of Representations and Warranties |
6.4 | No Additional Representations or Warranties |
(a) | the quantity, quality or recoverability of Petroleum Substances respecting the Lands and comprised within the Assets; |
(b) | any estimates of the value of the Assets or the revenues applicable to future production of Petroleum Substances from the Lands; |
(c) | any engineering, geological or other interpretations or economic evaluations respecting the Assets; |
(d) | the rates of production of Petroleum Substances from the Lands; and |
(e) | the quality, condition, marketability or serviceability of the Assets or their suitability of use for any purpose. |
7.1 | Preferential Rights of Purchase |
(a) | If any of the Assets is subject to a Right of First Refusal, or if the disposition herein requires the consent of any third party which can be unreasonably withheld, Vendor shall comply with the terms of the provisions relating to any Right of First Refusal or consent and shall promptly serve all such notices as are required under such provisions, in accordance with the terms and conditions of any such Right of First Refusal and consent. Unless Purchaser otherwise agrees, each such notice shall include a request for a waiver of any Right of First Refusal to purchase any of the Assets and for the granting of any consent that may be required. From time to time, at Purchaser’s request, Vendor shall advise Purchaser of the status of any consent or Right of First Refusal. At Closing, Vendor shall deliver to Purchaser evidence that all such Rights of First Refusal have been complied with and either have been exercised or waived or have expired by the effluxion of time. |
(b) | Within two (2) days after the execution of this Agreement, Purchaser, acting reasonably, shall advise Vendor in writing of Purchaser's bona fide allocation of a portion of the Purchase Price to the Assets which are subject to the Right of First Refusal and except if modified by agreement or an Alberta court of competent jurisdiction by reason of a dispute, such bona fide allocation shall be used for the purposes of this Clause 7.1. Purchaser shall derive such allocation by using good-engineering practices and the value allocated shall have a commercially reasonable basis. |
(c) | If a Right of First Refusal is exercised, Vendor shall comply with such Right of First Refusal, and shall transfer those of the Assets which are subject to the Right of First Refusal to all holders of the Right of First Refusal which exercised their right. |
(d) | If a holder of any Right of First Refusal to purchase any of the Assets exercises such right, that fact shall not be considered a Title Defect and the Assets subject to such Right of First Refusal exercised in accordance with its terms shall cease to be subject to this Agreement and all definitions set forth herein shall be and shall be deemed to be amended accordingly, the Purchase Price and allocation set forth in Clause 2.3 shall be reduced in accordance with the value ascribed to same in Subclause 7.1(b), (or the value modified by agreement or an Alberta court of competent jurisdiction should that be the case), and the Parties shall proceed with Closing for the Assets which remain unaffected by such exercised Rights of First Refusal. |
(e) | If a holder of any Right of First Refusal exercises a Right of First Refusal and is then unable or unwilling to enter in to a conveyance agreement with Vendor to acquire the relevant Assets, Purchaser shall accept a conveyance of such Assets for the amount that would have been payable by the purchaser of such Assets pursuant to Subclause 7.1(b) and under the same terms and conditions as provided in this Agreement, including provision for the appropriate Section 116 Withholding Amount for such Assets, provided that Purchaser shall not be required to accept such a conveyance more than one hundred and eighty (180) days following the |
(f) | Purchaser shall be liable to Vendor for and shall in addition indemnify and hold Vendor harmless from and against all Losses which arise from any matter or thing occurring or arising, through or attributable to the allocations provided by Purchaser to Vendor for the purposes of this Article 7, whether or not such allocations are reasonable. |
8.1 | Title Review |
8.2 | Title Defects |
8.3 | Vendor's Rectification |
(a) | where the cumulative value of the affected Assets is less than Five percent (5%) of the Purchase Price, Purchaser shall be obligated to complete the purchase of the Assets without adjustment of the Purchase Price on account of Title Defects; |
(b) | where the cumulative value of the affected Assets is Five percent (5%) or more of the Purchase Price, the Purchase Price shall be reduced by such amount and Purchaser shall be obligated to proceed to purchase the Assets at the reduced Purchase Price; or |
(c) | where the cumulative value of the affected Assets is Twenty percent (20%) or more of the Purchase Price, either Purchaser or Vendor may terminate this Agreement by providing written notice to the other Party one (1) Business Day prior to the Closing Date, in which case the Parties shall have no further obligation to each other, except for obligations arising pursuant to Article 11. If neither Party provides such written notice to terminate, the Purchase Price shall be reduced by such amount and Purchaser shall be obligated to proceed to purchase the Assets at the reduced Purchase Price. |
8.4 | Value Disputes |
8.5 | Environmental Review |
8.6 | Environmental Defects |
8.7 | Vendor's Rectification |
(a) | where the cumulative value of the affected Assets is less than Five percent (5%) of the Purchase Price, Purchaser shall be obligated to complete the purchase of the Assets without adjustment of the Purchase Price on account of Title Defects; |
(b) | where the cumulative value of the affected Assets is Five percent (5%) or more of the Purchase Price, the Purchase Price shall be reduced by such amount and Purchaser shall be obligated to proceed to purchase the Assets at the reduced Purchase Price; or |
(c) | where the cumulative value of the affected Assets is Twenty percent (20%) or more of the Purchase Price, either Purchaser or Vendor may terminate this Agreement by providing written notice to the other Party one (1) Business Day prior to the Closing Date, in which case the Parties shall have no further obligation to each other, except for obligations arising pursuant to Article 11. If neither Party provides such written notice to terminate, the Purchase Price shall be reduced by such amount and Purchaser shall be obligated to proceed to purchase the Assets at the reduced Purchase Price. |
8.8 | Value Disputes |
9.1 | Reference to Arbitration |
(a) | Insofar as the Parties are unable to agree on any matter which expressly may be referred to arbitration hereunder, either Party may serve the other Party written notice that it wishes such matter referred to arbitration. |
(b) | The Parties shall meet within seven (7) days of the receipt of a notice issued pursuant to Subclause 9.1(a), to attempt to agree on a single arbitrator qualified by experience, education and training, to determine such matter. If the Parties are unable to agree on the selection of the arbitrator, the Party which issued such notice shall forthwith make application to a judge of the Court of Queen's Bench of the Province of Alberta pursuant to the Arbitration Act (Alberta) for the appointment of a single arbitrator, and failing such action on the part of the Party which issued such notice, the other Party may make such application. |
9.2 | Proceedings |
(a) | The arbitrator selected pursuant to Clause 9.1 shall proceed as soon as is practicable to hear and determine the matter in dispute. The Parties shall direct the arbitrator to provide the Parties with a written decision respecting such matter within forty‑five (45) days of the arbitrator’s appointment. The Parties shall provide such assistance and information as may be reasonably necessary to enable the arbitrator to make its decision. |
(b) | Except to the extent modified by this Article 9, the arbitrator shall conduct any arbitration hereunder pursuant to the provisions of the Arbitration Act (Alberta). |
9.3 | Compensation |
10.1 | Required Approvals |
10.2 | Conditions for Purchaser's Benefit |
(a) | No Substantial Damage: there shall have been no damage to or alteration of any of the Assets between the date of this Agreement or the Effective Date, whichever is earlier, and the Closing Time which, in Purchaser's reasonable opinion, would materially and adversely affect the value of the Assets, except as and to the extent approved in writing by Purchaser, and Vendor shall have delivered to Purchaser Vendor’s certificate, substantially in the form of Schedule "K" dated as of the Closing Date, that there has been no such damage to or alteration of any of the Assets during such period, provided that a change in the prices at which Petroleum Substances may be sold shall in no event be regarded as material damage to or an alteration of the Assets; |
(b) | Availability of Documents: pursuant to Article 8, Vendor shall have provided Purchaser and its nominees with reasonable access to all of Vendor's records and documents pertaining to the Assets, in order for Purchaser and its agents to confirm Vendor's title to the Assets; |
(c) | Vendor's Material Compliance: Vendor shall have delivered to Purchaser a certificate in the form of Schedule "K", dated as of the Closing Date, stating that in all material respects, Vendor has performed or complied with each of the terms, covenants and conditions of this Agreement to be performed or complied with by Vendor at or prior to the Closing; |
(d) | Representations Correct: Vendor shall have delivered to Purchaser its certificate in the form of Schedule "K", dated as of the Closing Date, stating that each of the representations and warranties contained in Clause 6.1, as of the date of this Agreement was, and on the Closing Date is, true and correct in all material respects; |
(e) | Delivery of Conveyance Documents: Vendor shall have delivered to Purchaser those documents and materials described in Subclause 3.3(a); |
(f) | Rights of First Refusal: At least two (2) Business Days prior to the Closing Date, all Rights of First Refusal shall have been determined by both Parties to be inapplicable, waived or exercised, or shall have expired by the effluxion of time; and |
(g) | Delivery of Section 116 Escrow Agreement: Vendor shall have delivered to Purchaser at least one (1) copy of the Section 116 Escrow Agreement referred to in Clause 2.6 hereof, in a form and substance agreed to by the Parties prior to Closing. |
10.3 | Conditions for Vendor's Benefit |
(a) | Payment of Purchase Price: Purchaser shall have tendered to Vendor the Purchase Price and applicable GST in the manner provided for in Clause 2.3, subject to any adjustments provided for in Article 4, and interest in lieu provided for in Clause 2.5; |
(b) | Purchaser's Material Compliance: Purchaser shall have delivered to Vendor Purchaser’s certificate, in the form of Schedule "K" dated as of the Closing Date, to the effect that in all material respects, Purchaser shall have performed or complied with each of the terms, covenants and conditions of this Agreement to be performed or complied with by Purchaser at or prior to the Closing Time; |
(c) | Representations Correct: Purchaser shall have delivered to Vendor Purchaser’s certificate, in the form of Schedule "K", dated as of the Closing Date, stating that each of the representations and warranties contained in Clause 6.2 was, as of the date of this Agreement and is, as of the Closing Date, true and correct in all material respects; |
(d) | Delivery of Conveyance Documents: Purchaser shall have delivered to Vendor at least one (1) copy of the documents described in Subclause 3.3(b); |
(e) | Delivery of Section 116 Escrow Agreement: Purchaser shall have delivered to Vendor at least one (1) copy of the Section 116 Escrow Agreement referred to in Clause 2.6 hereof, in a form and substance agreed to by the Parties prior to Closing; and |
(f) | Rights of First Refusal: At least two (2) Business Days prior to the Closing Date, all Rights of First Refusal shall have been determined by both Parties to be inapplicable, waived or exercised, or shall have expired by the effluxion of time. |
10.4 | Waiver of Conditions |
10.5 | Failure to Satisfy Conditions |
10.6 | Parties' Diligence |
11.1 | Confidentiality |
(a) | Information respecting the Assets shall be retained in confidence and used only for the purposes of the transaction herein contemplated, provided that, upon Closing, Purchaser's rights to use or disclose such information shall be subject only to any operating, unit or other agreements that apply to the transaction herein contemplated. Any additional information obtained as a result of access to Vendor’s records which does not relate to the Assets shall continue to be treated as confidential and shall not be used by Purchaser without Vendor’s prior written consent. However, the restrictions on disclosure and use of information in this Agreement shall not apply to information to the extent to which it: |
(i) | is or becomes publicly available through no act or omission of Purchaser or its consultants or advisors; |
(ii) | is lawfully obtained from a third party; or |
(iii) | is already in Purchaser's possession at the time of disclosure, without restriction on disclosure; |
(b) | Neither Party will make any press release or other public announcement respecting this Transaction without the written consent of the other Party, such consent not to be unreasonably withheld. Anything in this paragraph to the contrary notwithstanding, a Party may make any required press release or other public announcement necessary to comply with any Regulations or the rules of any listing authority or stock exchange with which the disclosing Party is bound to comply. |
11.2 | Consultants and Advisors Bound |
12.1 | Indemnities |
(i) | be liable to Purchaser and its Representatives for; and |
(ii) | indemnify, save and hold harmless Purchaser and its Representatives from and against; |
(i) | be liable to Vendor and its Representatives for; and |
(ii) | indemnify, save and hold harmless Vendor and its Representatives from and against; |
12.2 | Purchaser’s General Indemnity |
(a) | be liable to Vendor and its Representatives for; and |
(b) | indemnify, save and hold harmless Vendor and its Representatives from and against; |
12.3 | Environmental Indemnity |
(a) | be liable to Vendor and its Representatives for; and |
(b) | indemnify, save and hold harmless Vendor and its Representatives from and against; |
12.4 | Limitation of Claims |
(a) | In the absence of fraud, no claim in respect of Clause 6.1, Clause 6.2, or this Article 12 shall be made or be enforceable, whether by legal proceedings or otherwise, unless notice describing such claim in reasonable detail is given by the claimant to the applicable Party within twelve (12) months of the Closing Date. |
(b) | Notwithstanding anything contained herein, the total liabilities in this Agreement of Vendor, including any claims relating to its representations and warranties in Clauses 6.1, or 6.2, shall not, under any circumstances exceed a sum equivalent to the Purchase Price. |
(c) | Except as specifically and expressly provided in this Agreement, nothing contained in this Agreement shall impose any liability on a Party for indirect or consequential damages, including, but not limited to, business loss, loss of profits or economic losses which are or may be suffered by a Party or its successors and assigns, or any punitive damages. |
(d) | Except as specifically and expressly provided in this Agreement, nothing contained in this Article 12 shall impose any liability on any Party for the income tax liabilities of another Party. |
(e) | The adjustments to the Purchase Price pursuant to Clause 4.1 and any payments made in respect thereto shall not be considered Losses or liabilities of a Party and shall not be limited by this Clause 12.4. |
12.5 | Notice of Claims |
13.1 | Termination |
(a) | as set forth in Subclause 8.3(c) or 8.7(c); |
(b) | by Vendor if any of the conditions set forth in Clause 10.3 are not satisfied in all material respects or waived on or before the Closing Time by Vendor (where entitled to do so); |
(c) | by Purchaser if any of the conditions set forth in Clause 10.2 are not satisfied in all material respects or waived on or before the Closing Time by Purchaser (where entitled to do so); or |
(d) | at any time by the mutual written agreement of Purchaser and Vendor. |
13.2 | Liabilities upon Termination |
14.1 | Service of Notices |
(a) | personally, by delivering the notice to the Party at that Party's address for service during normal business hours on a Business Day in which case the notice shall be deemed to have been given to and received by that Party when delivered. If a notice is not delivered on such a day or is delivered after the addressee's normal business hours, such notice shall be deemed to have been received by such Party at the commencement of that Party’s next ensuing Business Day following the time of the delivery; |
(b) | by facsimile transmission to a Party to such Party's fax number for notices hereunder, in which case the notice shall be deemed to have been received by that Party when transmitted, provided that if the notice is not transmitted on a Business Day or is transmitted after normal business hours on a Business Day, it will be deemed to have been received on the next ensuing Business Day; or |
(c) | except in the event of an actual or threatened postal strike or other labour disruption that may affect mail service, by registered mail to a Party at the address of such Party set out below, in which case the item so mailed shall be deemed to have been received by that Party on the fifth (5th) Business Day following the date of the mailing thereof. |
14.2 | Addresses for Notices |
14.3 | Right to Change Address |
15.1 | Further Assurances |
15.2 | Subordination of Ancillary Documents |
15.3 | Governing Law |
15.4 | Time |
15.5 | Public Disclosure |
15.6 | Assignments |
15.7 | Waiver in Writing |
15.8 | No Merger |
15.9 | Prior Agreements and Amendments |
15.10 | Entire Agreement |
15.11 | Enurement |
15.12 | Substitution and Subrogation |
15.13 | Remedies Cumulative |
15.14 | Counterpart Execution |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 17569-A (M00842) | Twp. 80, Rge. 3 W6M: Secs 1, 2, 11, 12 & 13 PNG Surface to Base Debolt Excluding PNG in Bluesky-Bullhead, NG in Upper, Middle and Lower Debolt | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 17569-A (M00842) | Non-unitized gas produced from 100/9-1-80-3 W6/00 well only | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% GORR payable to Dunvegan Gas Unit #1 Participants on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 17569-A (M00842) | Twp. 80, Rge. 3 W6M: Secs 2, 11, 12, 13 PNG in Bluesky-Bullhead Twp. 80 Rge.3 W6M: Sec 1 PNG in Bluesky-Bullhead Excluding non-unitized gas produced from 100/9-1-80-3 W6/00 well only | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 17569-A (M00842) | Twp. 80, Rge. 3 W6M: Secs 1, 2, 11, 12, 13 (Unitized Zones) NG in Debolt | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 1395-A (M00846) | Twp. 80, Rge. 3 W6M: S & NE 4 Twp. 80 Rge. 4 W6M Secs 13, 14, 28, 32, 33 NG in Bluesky-Bullhead, Lower Debolt Twp. 80, Rge. 3 W6M: Sec 3 NG in Bluesky-Bullhead | 14.2500% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 1395-A (M00846) | Twp. 80, Rge. 3 W6M: S, NE & Ptn NW 4 NG in Upper Debolt, Middle Debolt (Unitized Zones) Twp. 80 Rge. 4 W6M: Secs 13, 14, 28, 32, 33 NG in Upper Debolt, Middle Debolt (Unitized Zones) Twp. 80, Rge. 3 W6M: Sec 3 NG in Upper Debolt, Middle Debolt (Unitized Zones) | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1395-A (M00846) | Twp. 80, Rge. 3 W6M: Secs S, NE & Ptn NW 4 Depth 690-742M only NG in Bluesky-Bullhead | 13.968% WI | Alberta Crown Lessor Royalty 5% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 13.968% |
Ptn. Alberta Crown PNG Lease 1395-A Ptn. Alberta Crown PNG Lease 1395-A (M00846) | Twp. 80, Rge. 3 W6M: S, NE & Ptn NW 4 NG in Bluesky-Bullhead Excluding Depth 690-742M Twp. 80, Rge. 3 W6M: S, NW & Ptn NE 5; NG in Bluesky-Bullhead, Debolt | 14.2500% WI | Alberta Crown Lessor Royalty |
Ptn. Freehold PNG Lease Lessor Eddy, E & K (M00844) | Twp. 80 Rge. 3 W6M: Ptn 4, Ptn 8, Ptn 9 PNG Surface to Basement Excluding NG in Bluesky-Bullhead, Upper Debolt, Middle Debolt Twp. 80 Rge. 3 W6M: Ptn 5 PNG Surface to Basement | 11.875% WI | Freehold Lessor Royalty 17.5% |
Ptn. Freehold PNG Lease Lessor Eddy, E & K (M00844) | Twp. 80 Rge. 3 W6M: Ptn 4, Ptn SE 8, Ptn SW 9 (Unitized Zones) NG in Upper Debolt, Middle Debolt | 13.53471% WI | Freehold Lessor Royalty 17.5% |
Ptn. Freehold PNG Lease Lessor Eddy, E & K (M00844) | Twp. 80 Rge. 3 W6M: Ptn NW 4 (Depth 690-742M) NG in Bluesky-Bullhead | 13.968% WI | Freehold Lessor Royalty 17.5% 5% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 13.968% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 17570 (M00827) | Twp. 80 Rge. 3 W6M: N & SE 7 PNG from Surface to Base Debolt Excluding NG in Upper Debolt, Middle Debolt Twp. 80 Rge. 3 W6M: Sec 18 PNG Surface to Base Debolt Excluding NG in Paddy-Cadotte, Upper Debolt, Middle Debolt Twp. 80 Rge. 3 W6M: Sec 16 PNG Surface to Base Debolt Excluding NG in Bluesky-Bullhead, NG in Debolt Twp. 80 Rge. 3 W6M: Sec 17 PNG from Surface to Base Debolt Excluding in Debolt | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 17570 (M00827) | Twp. 80 Rge. 3 W6M: N & SE 7, Sec 18 NG in Upper Debolt, Middle Debolt (Unitized Zones) Twp. 80 Rge. 3 W6M: Sec 16 NG in Bluesky-Bullhead, NG in Debolt (Unitized Zones) Twp. 80 Rge. 3 W6M: Sec 17 NG in Debolt (Unitized Zones) | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Ptn. Alberta Crown PNG Lease 17570 (M00827) | Non-unitized gas production between 449.5M to 466M and 466M to 500MKB only from 100/08-18-80-3W6/02 well | 13.13904% WI BPPO Barnwell 11.875% WI APPO | Alberta Crown Lessor Royalty 5% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 13.13904% 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 13.13904% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Pt. Alberta Crown PNG Lease 1395 (M00845) | Twp. 80 Rge. 3 W6M: SW, N & Ptn SE 8, Ptn SW 9 NG in Bluesky-Bullhead, Lower Debolt Twp. 80 Rge. 3 W6M: SE & N 9, Secs 15, 19 & 30 NG in Bluesky-Bullhead Twp. 80 Rge. 4 W6M: Sec 35 NG in Lower Debolt Twp. 80 Rge. 4 W6M: Sec 24 NG in Bluesky-Bullhead, Debolt Excluding non-unitized gas between 444.95M to 466M and 466M to 500MKB only from 100/10-24-80-3W6/02 well Twp. 80 Rge. 4 W6M: Sec 10 NG in Bluesky-Bullhead | 23.75% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1395 (M00845) | Twp. 80 Rge. 3 W6M: SW, N & Ptn SE 8, Ptn SW 9 (Unitized Zones) NG in Upper Debolt, Middle Debolt Twp. 80 Rge. 3 W6M: SE & N 9, Secs 10, 15, 19, 30 (Unitized Zones) NG in Debolt Twp. 80 Rge. 4 W6M: Sec 24 NG in Debolt (Unitized Zones) Twp. 80 Rge. 3 W6M: Secs 20, 21, 22, 23 & 31 (Unitized Zones) NG in Bluesky-Bullhead, Debolt Twp. 80 Rge. 4 W6M: S & NE 25, Sec 35 (Unitized Zones) NG in Bluesky-Bullhead, Upper Debolt, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 17569 (M00826) | Twp. 80 Rge. 3 W6M: Sec 14 PNG Surface to Base Debolt Excluding NG in Debolt | 17.8125% WI | Alberta Crown Lessor Royalty 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 18.374%, Prairie Birch 69.376% and Signalta 12.25% paid by Vendor 95% 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 17.8125% |
Ptn. Alberta Crown PNG Lease 17569 (M00826) | Twp. 80 Rge. 3 W6M: Sec 14 (Unitized Zones) NG in Debolt | 13.53471% WI | Alberta Crown Lessor Royalty 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 18.374%, Prairie Birch 69.376% and Signalta 12.25% paid by Vendor 95% 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 17.8125% |
Ptn. Alberta Crown PNG Lease 17571-A (M00843) | Twp. 80 Rge. 3 W6M: Sec 27 PNG from Surface to Base Debolt Excluding NG in Bluesky-Bullhead, Debolt | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Pt. Alberta Crown PNG Lease 17571-A (M00843) | Twp. 80 Rge. 3 W6M: Sec 27 (Unitized Zones) NG in Bluesky-Bullhead, Debolt | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 28 PNG Surface to Base Debolt Excluding NG in Bluesky-Bullhead, PET in Debolt C, NG in Debolt And Excluding prod. from 100/01-28-80-3 W6M well Twp. 80 Rge. 3 W6M: Sec 32 PNG Surface to Base Debolt Excluding NG in Cadotte, Bluesky-Bullhead, PET in Debolt C, NG in Debolt Twp. 80 Rge. 3 W6M: Sec 33 PNG Surface to Base Debolt Excluding NG in Bluesky-Bullhead | 11.875% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M Sec 28 (Unitized Zones) (Debolt 4444’ to 5294’) NG in Bluesky Bullhead, Debolt Twp. 80 Rge. 3 W6M Sec 32 (Unitized Zones) (Debolt 4444’ to 5294’) NG in Cadotte, Bluesky-Bullhead, Debolt Twp. 80 Rge. 3 W6M: Sec 33 (Unitized Zones) (2754’ to 3043’ Bluesky-Bullhead) NG in Bluesky-Bullhead | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Secs 28 & 32 PET in Debolt C | 15.6514% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 11.875% |
Pt. AlbertaCrown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 29 PNG surface to Base Debolt Excluding NG in Paddy, Cadotte, Bluesky-Bullhead, Montney, PET from Top Debolt to Base Debolt C, NG in Debolt | 17.8125% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 17.8125% 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 25% and Prairie Birch 75% paid by Vendor 95% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 29 (Unitized Zones) NG in Paddy, Cadotte, Bluesky-Bullhead, Debolt | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 17.8125% 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 12.75%, Prairie Birch 75% and Signalta 12.25% paid by Vendor 95% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | NG production from Montney from 15-29-80-3 W6 well | 17.8125% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 17.8125% 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 25% and Prairie Birch 75% paid by Vendor 95% 5% Non-Convertible GORR Payable to CNRL on 100% production paid by Vendor 17.8125% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 29 PET in Debolt Excluding Pet in Debolt C | 15.6514% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 15.6514% 3.75% Non-Convertible GORR payable on 18.75% production to CNRL 25% and Prairie Birch 75% paid by Vendor 95% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 34 PNG Surface to Base Bluesky-Bullhead Excluding NG in Bluesky-Bullhead | 23.75% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 23.75% Non-Convertible GORR 15% Gas 1/150 (5-15%) Oil payable on 100% production to CNRL 18.375%, Prairie Birch 69.375%, Signalta 12.25% paid by Vendor 23.75% |
Pt. Alberta Crown PNG Lease 17571 (M00828) | Twp. 80 Rge. 3 W6M: Sec 34 (Unitized Zone) NG in Bluesky-Bullhead | 13.53471% WI | Alberta Crown Lessor Royalty 3% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 23.75% Non-Convertible GORR 15% Gas 1/150 (5-15%) Oil payable on 100% production to CNRL 18.375%, Prairie Birch 69.375% and Signalta 12.25% paid by Vendor 23.75% |
Pt. Alberta Crown PNG Lease 30646 (M00824) | Twp. 80 Rge. 3 W6M: N 30 PNG Surface to Base Peace River Excluding NG in Paddy | 23.75% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 30646 (M00824) | Twp. 80 Rge. 3 W6M: N 30 NG in Paddy (Unitized Zone) | 13.53471% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 0594100283 (M00858) | Twp. 80 Rge. 3 W6M: Sec 31 PNG Base Peace River to Base Triassic Excluding NG in Worsley, Bluesky-Bullhead | 13.53471% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 0594100283 (M00858) | Twp. 80 Rge. 3 W6M Sec 31 (100/11-31-080-03W6/04 Wellbore) NG in Worsley | 13.53471% WI | Alberta Crown Lessor Royalty 5% Non-Convertible GORR payable to CNRL on 100% production paid by Vendor 13.53471% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Pt. Alberta Crown PNG Lease 7630 (M00825) | Twp. 80 Rge. 4 W6M: NW 25 PNG in Bluesky-Bullhead, Debolt Excluding NG in Bluesky-Bullhead, Middle Debolt, Lower Debolt | 17.8125% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 7630 (M00825) | Twp. 80 Rge. 4 W6M NW 25 NG in Bluesky-Bullhead, Middle Debolt, Lower Debolt (Unitized Zones) | 13.53471% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 32628 (M00830) | Twp. 81 Rge. 3 W6M: Sec 6 PNG Surface to Base Peace River Twp. 81 Rge. 4 W6M: Secs 2, 11 & 12 PNG Surface to Base Peace River Excluding NG in Paddy | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Pt. Alberta Crown PNG Lease 32628 (M00830) | Twp. 81 Rge. 4 W6M: Secs 2 & 12 (Unitized Zone) NG in Paddy | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Pt. Alberta Crown PNG Lease 32628 (M00830) | Twp. 81 Rge. 4 W6M: Sec 11 (Unitized Zone) NG in Paddy | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 23.75% |
Pt. Alberta Crown PNG Lease 1403-A (M00852) | Twp. 81 Rge. 3 W6M: Sec 6 Twp. 81 Rge. 4 W6M: Secs 11 & 12 NG in Bluesky-Bullhead, Upper Debolt, Middle Debolt (Unitized Zones) | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Pt. Alberta Crown PNG Lease 1403-A (M00852) | Twp. 81 Rge. 3 W6M: Sec 6 PET in Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Pt. Alberta Crown PNG Lease 1403-A (M00852) | Twp. 81 Rge. 3 W6M: Sec 6 Twp. 81 Rge. 4 W6M: Sec 12 NG in Lower Debolt | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Pt. Alberta Crown PNG Lease 1403-A (M00852) | Twp. 81 Rge. 4 W6M: Sec 11 NG in Lower Debolt | 20.78125% WI | Alberta Crown Lessor Royalty -10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 23.75% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Alberta Crown PNG Lease 0512050128 (M01406) | Twp. 81 Rge. 3 W6M: Sec 18 All PNG Surface to Basement | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 32630 (M00831) | Twp. 81 Rge. 4 W6M: Sec 1 PNG Surface to Base Triassic Excluding NG in Peace River, Bluesky-Bullhead | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Ptn. Alberta Crown PNG Lease 1404-A (M00854) | Twp. 81 Rge. 4 W6M: Sec 1 (Unitized Zones) NG in Bluesky-Bullhead, Debolt, Paddy | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 23.75% |
Ptn. Alberta Crown PNG Lease 1404-A (M00854) | Twp. 81 Rge. 4 W6M: Sec 1 NG in Peace River Excluding NG in Paddy | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 23.75% |
Ptn. Alberta Crown PNG Lease 1404-A (M00854) | Twp. 81 Rge. 4 W6M: Sec 1 PET in Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1404-A (M00854) | Twp. 81 Rge. 4 W6M: Sec 23 NG in Peace River Excluding NG in Paddy Twp. 81 Rge. 4 W6M: Sec 13 NG in Peace River Twp. 81 Rge. 4 W6M: Sec 14 NG in Peace River, Debolt Excluding NG in Paddy, Upper Debolt, Middle Debolt | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Ptn. Alberta Crown PNG Lease 1404-A (M00854) | Twp. 81 Rge. 4 W6M: Sec 13 (Unitized Zone) NG in Bluesky-Bullhead Twp. 81 Rge. 4 W6M: Sec 14 (Unitized Zone) NG in Paddy, Bluesky-Bullhead, Upper Debolt, Middle Debolt Twp. 81 Rge. 4 W6M: Sec 23 (Unitized Zone) NG in Paddy | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 1403-C (M00853) | Twp. 81 Rge. 4 W6M: Sec 2 (Unitized Zones) NG in Bluesky-Bullhead, Upper Debolt, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Ptn. Alberta Crown PNG Lease 1403-C (M00853) | Twp. 81 Rge. 4 W6M: Sec 2 NG in Lower Debolt | 20.78125% WI | Alberta Crown Lessor Royalty 10% Non-Convertible GORR payable to Wyalta Resources Ltd. on 50% production paid by Vendor 20.78125% |
Ptn. Alberta Crown PNG Lease 1356 (M00847) | Twp. 81 Rge. 4 W6M: S 7, Secs 21 & 28 NG in Debolt Excluding NG in Middle Debolt Twp. 81 Rge. 5 W6M: W 13, Secs 14, 23 & 25 NG in Debolt Excluding NG in Middle Debolt | 19.000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1356 (M00847) | Twp. 81 Rge. 4 W6M: S 7, Sec 21 &28 (Unitized Zones) NG in Middle Debolt Twp. 81 Rge. 5 W6M: S & NE 8, W 13, Secs 14 & 23, W 24, Sec 25 (Unitized Zones) NG in Bluesky-Bullhead, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1356 (M00847) | Twp. 81 Rge. 5 W6M: S & NE 8 (Unitized Zones) NG in Bluesky-Bullhead, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1356 (M00847) | Twp. 81 Rge. 4 W6M: S & NE 8 NG in Debolt Excluding NG in Middle Debolt | 14.2500% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 1356 (M00847) | Twp. 81 Rge. 5 W6M: W 24 NG in Debolt Excluding NG in Middle Debolt | 9.5000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 29152 | Twp. 81 Rge. 4 W6M: NW 8 (Unitized Zones) NG in Bluesky-Bullhead, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown PNG Lease 29152 (M00829) | Twp. 81 Rge. 5 W6M: E 24 (Unitized Zones) NG in Bluesky-Bullhead, Middle Debolt Twp. 81 Rge. 5 W6M: W 17, W 20 (Unitized Zone) NG in Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 29152 (M00829) | Twp. 81 Rge. 4 W6M: NW 8 NG in Debolt Excluding NG in Middle Debolt | 14.2500% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 29152 (M00829) | Twp. 81 Rge. 4 W6M: W 17 NG in Debolt Excluding NG in Middle Debolt | 9.5000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 29152 (M00829) | Twp. 81 Rge. 4 W6M: W 20 Twp. 81 Rge. 5 W6M: E 24 NG in Debolt Excluding NG in Middle Debolt | 9.5000% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0512010211 (M01393) | Twp. 81 Rge. 4 W6M: Sec 9 PNG Base Triassic to Basement Excluding NG in Debolt | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 5494030099 (M00856) | Twp. 81 Rge. 4 W6M: Sec 12 PNG Base Peace River to Base of Triassic Excluding NG in Bluesky-Bullhead | 13.53471% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0512050129 (M01407) | Twp. 81 Rge. 4 W6M: Sec 13 PNG Surface to Basement Excluding NG in Peace River, Bluesky-Bullhead | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0512010212 (M01394) | Twp. 81 Rge. 4 W6M: Sec 14 PNG Surface to Basement Excluding NG in Peace River, Bluesky-Bullhead, Debolt | 100% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown NG Lease 1357 (M00848) | Twp. 81 Rge. 4 W6M: W 16 NG in Peace River, Bluesky-Bullhead, Debolt Excluding NG in Middle Debolt Twp. 81 Rge. 5 W6M NW 12 NG in Peace River, Debolt, Excluding NG in Middle Debolt | 19.000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1357 (M00848) | Twp. 81 Rge. 4 W6M: W 16 (Unitized Zone) NG in Middle Debolt Twp. 81 Rge. 5 W6M: NW 12 (Unitized Zones) NG in Bluesky-Bullhead, Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown PNG Lease 0512010213 (M01395) | Twp. 81 Rge. 4 W6M: W 16 PNG Surface to Basement Excluding NG in Peace River, Bluesky-Bullhead, Debolt Twp. 81 Rge. 4 W6M: E 16 PNG from Base Debolt to Basement | 100% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1358 (M00849) | Twp. 81 Rge. 4 W6M: E 17 NG in Paddy, Middle Debolt (Unitized Zones) | 13.53471% | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1358 (M00849) | Twp. 81 Rge. 4 W6M: E 17 NG in Peace River, Debolt Excluding NG in Paddy, Middle Debolt | 9.5000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1362 (M00851) | Twp. 81 Rge. 4 W6M: W 17 NG in Peace River, Excluding NG in Paddy | 9.5000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1362 (M00851) | Twp. 81 Rge. 4 W6M: W 17 (Unitized Zone) NG in Paddy | 13.53471% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Ptn. Alberta Crown NG Lease 1359 (M00850) | Twp. 81 Rge. 4 W6M: E 20 NG in Debolt Excluding Middle Debolt | 9.5000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1359 (M00850) | Twp. 81 Rge. 4 W6M: E 20 NG in Middle Debolt (Unitized Zone) | 13.53471% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1359 (M00850) | Twp. 81 Rge. 4 W6M: Secs 29, 30, 31, 32 NG in Debolt Excluding NG in Middle Debolt | 19.000% WI | Alberta Crown Lessor Royalty |
Ptn. Alberta Crown NG Lease 1359 (M00850) | Twp. 81 Rge. 4 W6M: Secs 29, 30, 31, 32 (Unitized Zone) NG in Middle Debolt | 13.53471% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0511060763 (M01379) | Twp. 81 Rge. 4 W6M: E 20 PNG Base Triassic to Basement Excluding NG in Debolt Twp. 81 Rge. 4 W6M: W 20 PNG Base Debolt to Basement | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0512010214 (M01396) | Twp. 81 Rge. 4 W6M: S & NW 21 PNG Base Stoddart to Basement Excluding NG in Debolt Twp. 81 Rge. 4 W6M: NE 21 PNG Base Debolt to Basement | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0504090611 (M00258) | Twp. 81 Rge. 4 W6M: Sec 23 PNG Surface to Base Debolt Excluding NG in Peace River | 13.53471% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 0511060764 (M01381) | Twp. 81 Rge. 4 W6M: Sec 28 PNG Surface to Base Basement Excluding NG in Peace River, Bluesky-Bullhead, Debolt | 100% WI | Alberta Crown Lessor Royalty |
Alberta Crown PNG Lease 36114 (M0835) | Twp. 81 Rge. 4 W6M: Sec 29 PNG Surface to Base Stoddart Excluding NG in Peace River | 18.445457% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES |
Alberta Crown PNG Lease 0511060765 (M01380) | Twp. 81 Rge. 4 W6M: Sec 29 PNG Base Stoddart to Basement Excluding NG in Debolt | 100% WI | Alberta Crown Lessor Royalty |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES | |
Alberta Crown PNG Lease 29621 (M00838) | Twp. 78, Rge. 2 W6M: S½ 25 PNG Surface to Base Spirit River | 8.60938% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359357% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
Alberta Crown PNG Lease 16140 (M00837) | Twp. 78, Rge. 2 W6M: N½ 25 PNG Surface to Base Spirit River | 8.60938% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
Ptn. Alberta Crown PNG Lease 40643 (M00841) | Production from 102/06-35-78-2 W6M well | 8.75% WI BPPO 8.60938 % WI APPO | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
Ptn. Alberta Crown PNG Lease 40643 (M00841) | Twp. 78, Rge 2 W6M: Sec 35 PNG Surface to Base Bluesky-Bullhead Excluding production from 102/06-35-78-2 W6M well | 8.60938% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
Alberta Crown PNG Lease 0577020086 (M00836) | Twp. 78, Rge. 2 W6M: Sec 36 PNG Surface to Base Spirit River | 8.60938% WI | Alberta Crown Lessor Royalty | |
Ptn. Alberta Crown PNG Lease 17423 (M00822) | Twp. 79, Rge. 2 W6M: Sec 2 PNG Surface to Base Bluesky-Bullhead Excluding PNG in Spirit River Formation, PNG in Bluesky | 300% penalty BPPO 8.60938 % WI APPO | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% APPO | |
Ptn. Alberta Crown PNG Lease 17423 (M00822) | Twp. 79, Rge. 2 W6M: Sec 2 PNG in Spirit River Formation, PNG in Bluesky | 8.60938% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
LEASES | LANDS | VENDOR’S INTEREST | ENCUMBRANCES | |
Ptn. Alberta Crown PNG Lease 17836 (M00823) | Twp. 79, Rge. 2 W6M: Sec 3 PNG Surface to Base Spirit River | 8.60938% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 2.8125% gas and 1.875% oil on 48.359375% production paid to Hanna Oil & Gas Company Canada ULC by Vendor23.75% | |
Ptn. Alberta Crown PNG Lease 17836 (M00823) | Twp. 79, Rge. 2 W6M: Sec 4 PNG Surface to Base Spirit River | 19.59375% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 15% gas and 10% oil on 50% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
Ptn. Alberta Crown PNG Lease 17836 (M00823) | Twp. 79, Rge. 2 W6M: Sec 9 PNG Surface to Base Spirit River | 21.375 WI | Alberta Crown Lessor Royalty Non-Convertible GORR 15% gas and 10% oil on 50% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% Non-convertible GORR15% gas and 1/150 (5-15%) oil on 15% of production paid to Canadian Natural Resources Limited paid by Vendor 23.75% | |
Ptn. Alberta Crown PNG Lease 17836 (M00823) | Twp. 79, Rge. 2 W6M: Sec 10 PNG Surface to Base Spirit River | 19.59375% WI | Alberta Crown Lessor Royalty Non-Convertible GORR 15% gas and 10% oil on 50% production paid to Hanna Oil & Gas Company Canada ULC by Vendor 23.75% | |
RIGHT OF FIRST REFUSAL ASSETS (File) | ASSOCIATED AGREEMENT | RESPONSE PERIOD | VENDOR INTEREST |
80-04W6M: NW 25 PNG IN BLUESKY-BULLHEAD AND PNG IN DEBOLT EXCLUDING NG IN BLUESKY-BULLHEAD, NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT, NG IN LOWER DEBOLT (C00644) | POOLING AGREEMENT DATED MAY 26, 1972 1971 CAPL clause 2601 B Ptn. Alberta Crown Lease #7630 | 15 Days | 17.8125% Pooled WI Subject to: -Alberta Crown Lessor Royalty |
80-04W6M: NW 25 NG IN BLUESKY-BULLHEAD, NG IN MIDDLE DEBOLT, NG IN LOWER DEBOLT, NG IN UPPER DEBOLT (C00644) | POOLING AGREEMENT DATED MAY 26, 1972 1971 CAPL clause 2601 B Ptn. Alberta Crown Lease #7630 | 15 Days | 17.8125% Pooled WI* *Includes unitized interests described in 1. below Subject to: -Alberta Crown Lessor Royalty |
80-04W6M: S&NE 25 NG IN DEBOLT EXCLUDING NG IN UPPER DEBOLT, MIDDLE DEBOLT, LOWER DEBOLT (C00644) | POOLING AGREEMENT DATED MAY 26, 1972 1971 CAPL clause 2601 B Ptn. Alberta Crown NG Lease #1395 | 15 Days | 17.8125% Pooled WI Subject to: -Alberta Crown Lessor Royalty |
80-04W6M: S&NE 25 NG IN BLUESKY-BULLHEAD, NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT, NG IN LOWER DEBOLT (C00644) | POOLING AGREEMENT DATED MAY 26, 1972 1971 CAPL clause 2601 B Ptn. Alberta Crown NG Lease #1395 | 15 Days | 17.8125% Pooled WI* *Includes unitized interests described in 1. below Subject to: -Alberta Crown Lessor Royalty |
1. | NG in Bluesky-Bullhead, NG in Upper Debolt, NG in Middle Debolt, NG in Lower Debolt unitized under Dunvegan Gas Unit No. 1 |
RIGHT OF FIRST REFUSAL ASSETS (File) | ASSOCIATED AGREEMENT | RESPONSE PERIOD | VENDOR INTEREST |
81-03 W6M: Sec 6 NG IN DEBOLT EXCLUDING NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1403A | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-03 W6M: Sec 6 NG IN BLUESKY-BULLHEAD NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. PNG Alberta Crown Lease 1403A | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-03 W6M: Sec 6 PNG SURFACE TO BASE PEACE RIVER (C0658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 2 NG IN DEBOLT EXCL NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C0658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1403C | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 2 NG IN BLUESKY-BULLHEAD NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1403C | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 2 NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI* *Includes unitized interesst described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 20.78125% |
81-04 W6M: Secs 2 & 12 PNG SURFACE TO BASE PEACE RIVER EXCLUDING NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
RIGHT OF FIRST REFUSAL ASSETS (File) | ASSOCIATED AGREEMENT | RESPONSE PERIOD | VENDOR INTEREST |
81-04 W6M: Sec 12 NG IN DEBOLT EXCLUDING NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1403A | 30 Days | 20.78125 WI% Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 12 NG IN BLUESKY-BULLHEAD NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1403A | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 12 NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 13 NG IN PEACE RIVER (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI Subject to: Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 13 NG IN BLUESKY-BULLHEAD (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 14 NG IN PEACE RIVER AND NG IN DEBOLT EXCLUDING NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT, NG IN PADDY | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 14 NG IN PADDY BLUESKY-BULLHEAD, NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
RIGHT OF FIRST REFUSAL ASSETS (File) | ASSOCIATED AGREEMENT | RESPONSE PERIOD | VENDOR INTEREST |
81-04 W6M: Sec 23 NG IN PEACE RIVER EXCLUDING NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 23 NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 1404A | 30 Days | 20.78125% WI* *Includes unitized interests described in 2. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 1 PNG SURFACE TO BASE TRIASSIC EXCLUDING NG IN PEACE RIVER AND BLUESKY-BULLHEAD (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Alberta Crown PNG lease 32630 | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 1 NG IN PEACE RIVER EXCLUDING NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG lease 1404A | 30 Days | 20.78125 % WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 1 NG IN BLUESKY-BULLHEAD NG IN UPPER DEBOLT, MIDDLE DEBOLT, LOWER DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG lease 1403A | 30 Days | 20.78125% WI* *Includes unitized interests described in 3. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 1 NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG lease 1404A | 30 Days | 20.78125% WI* *Includes unitized interests described in 3. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 11 PNG IN FROM SURFACE TO BASE PEACE RIVER EXCL NG IN PADDY | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
RIGHT OF FIRST REFUSAL ASSETS (File) | ASSOCIATED AGREEMENT | RESPONSE PERIOD | VENDOR INTEREST |
81-04 W6M: Sec 11 NG IN DEBOLT EXCLUDING NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG lease 1403A | 30 Days | 20.78125% WI Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 11 NG IN BLUESKY-BULLHEAD NG IN UPPER DEBOLT, NG IN MIDDLE DEBOLT (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG lease 1403A | 30 Days | 20.78125% WI* (*Includes unitized interests described in 3. below) Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
81-04 W6M: Sec 11 NG IN PADDY (C00658) | MEMORANDUM OF AGREEMENT DATED DECEMBER 2, 1970 Non CAPL clause 24 Ptn. Alberta Crown PNG Lease 32628 | 30 Days | 20.78125% WI* *Includes unitized interests described in 3. below Subject to: -Alberta Crown Lessor Royalty -10% non-convertible GORR to Wyalta Resources Ltd. on 50% of production paid by Barnwell 23.75% |
2. | NG in Bluesky-Bullhead, NG in Upper Debolt, NG in Middle Debolt, NG in Lower Debolt unitized under Dunvegan Gas Unit No. 1 |
3. | NG in Bluesky-Bullhead, NG in Paddy, NG in Upper Debolt, NG in Middle Debolt unitized under Dunvegan Gas Unit No. 1 |
UNIT DESCRIPTION | VENDOR’S INTEREST |
That unit known as the Dunvegan Gas Unit No. 1 formed and operated pursuant to the Dunvegan Gas Unit No. 1 Unit Agreement and the Dunvegan Gas Unit No. 1 Unit Operating Agreement, both effective August 1, 1973 | Vendor’s entire right, title and interest being not less than a 13.534710% overall Unit Participation interest |
UWI | WELL NAME | LICENSE NUMBER |
100042708003W600 | DEVON ET AL 4D DUNVEG 4-27-80-3 | AB0295672 |
102120207902W600 | HANNA BELLOY 12-2-79-2 | AB0216395 |
102063507802W600 | HANNA BELLOY 6-35-78-2 | AB0211622 |
100162908003W602 | CNRL HZ DUNVEG 16-29-80-3 | AB0190763 |
100023108104W603 | CNRL DGU DUNVEG 2-31-81-4 | AB0048668 |
100113108003W604 | CNRL ET AL DUNVEG 11-31-80-3 | AB0039965 |
100102507802W600 | CNRL ET AL BELLOY 10-25-78-2 | AB0071196 |
102032408105W603 | ANDERSON DUNVEGAN 3-24-81-5 | AB0105343 |
100103607802W600 | TALISMAN ET AL BELLOY 10-36-78-2 | AB0205210 |
100060907902W600 | CNRL ET AL BELLOY 6-9-79-2 | AB0055953 |
100063507802W600 | HANNA BELLOY 6-35-78-2 | AB0205211 |
100120207902W600 | HANNA BELLOY 12-2-79-2 | AB0207744 |
100130408003W602 | CNRL DUNVEG 13-4-80-3 | AB0131795 |
100150407902W600 | CNRL BELLOY 15-4-79-2 | AB0217809 |
100070307902W600 | CNRL ET AL BELLOY 7-3-79-2 | AB0071162 |
100162308104W600 | ANDERSON ET AL DUNVEGAN 16-23-81-4 | AB0192033 |
102152908003W600 | CNRL 102 DUNVEG 15-29-80-3 | AB0209900 |
100152908003W603 | CNRL DUNVEG 15-29-80-3 | AB0181864 |
102132808003W600 | CNRL 102HZ DUNVEG 13-28-80-3 | AB0210638 |
100102908003W600 | CNRL 102HZ DUNVEG 10-29-80-3 | AB0210503 |
103152908003W602 | CNRL DUNVEG 15-29-80-3 | AB0273387 |
103061208104W600 | CNRL TRIPLE DUNVEG 6-12-81-4 | AB0167940 |
100102408004W603 | CNRL DGU DUNVEG 10-24-80-4 | AB0047948 |
102062908104W600 | ANDERSON ET AL DUNVEGAN 6-29M-81-4 | AB0108162 |
100160307902W600 | CNRL BELLOY 16-3-79-2 | AB0217618 |
102080108104W602 | CNRL ET AL DUNVEG 8-1-81-4 | AB0153115 |
100103507802W600 | CNRL ET AL BELLOY 10-35-78-2 | AB0061742 |
100051308003W600 | CNRL DUNVEG 5-13-80-3 | AB0299192 |
100012808003W600 | CNRL ET AL 1C DUNVEG 1-28-80-3 | AB0311459 |
100161408003W600 | DEVON ET AL 16B DUNVEG 16-14-80-3 | AB0312671 |
100030207902W600 | HANNA BELLOY 3-2-79-2 | AB0211927 |
100162908003W600 | CNRL HZ DUNVEG 16-29-80-3 | AB0190763 |
100113208003W600 | ANDERSON ET AL DUNVEGAN 11-32-80-3 | AB0040166 |
1F1142908003W600 | CNRL DUNVEG 14-29-80-3 | AB0216110 |
100053507802W600 | HANNA BELLOY 5-35-78-2 | AB0217780 |
100111807801W600 | CNRL ET AL BELLOY 11-18-78-1 | AB0036907 |
100053607802W600 | HANNA BELLOY 5-36-78-2 | AB0210531 |
100152908003w600 | CNRL DUNVEG 15-29-80-3 | AB0181864 |
FILES | FACILITY AGREEMENT | VENDOR’S INTEREST (UI*,PI**,FUPI***) | FACILITY LICENCE |
DUN.U1.5A | Facilities owned and operated pursuant to the Dunvegan Gas Unit No.1 Unit Agreement & Dunvegan Gas Unit No. 1 Unit Operating Agreement, both effective August 1, 1973 | 13.534710%UI | |
BLO.F1.5A | Facilities owned and operated under the Agreement for the Construction Ownership And Operation of the Central Belloy Gas Facilities, effective January 1, 1993 Functional Units: • Gas Plant located at 13-16-78-1W6 • Refrigeration Plant located at 13-16-78-1W6 • Field Compressor located at 4-20-78-1W6 • Water Disposal Well located at 11-18-78-1W6 • Dehydration Facility located at 4-20-78-1W6 • Gathering Lines from 3-20-78-1W6 to 13-16-78-1W6 plant | 6.5356% PI 6.5356% FUPI 6.5356% FUPI 6.5356% FUPI 6.5356% FUPI 6.5356% FUPI 6.5356% FUPI | 2147000003 2147000025 214700004 2147000023 |
BLO.F2.5A | Facilities owned and operated under the Agreement for the Construction Ownership and Operation of the Northwest Belloy 16-36-79-3W6M Gas Processing Facility, effective January 1, 2001 (unexecuted draft) Functional Units: • Satellite located at 16-36-79-3W6 • Sweetener located at 16-36-79-3W6 • Compression and Dehydration located at 16-36-79-3W6 | 3.84228% PI 3.38368% FUPI 4.51152% FUPI 3.86700% FUPI | #2147000025 #2147000020#2147000021 |
DUN.F2.5A | Agreement for the Construction, Ownership and Operation of the Dunvegan Debolt "BB" Oil Pool 14-29-80-3W6 Production Facility (unexecuted draft dated January 1, 2013) | 15.6514% PI | |
DUN.F4.5A | Agreement for the Construction, Ownership and Operation of the Dunvegan Gas Facilities (unexecuted draft dated January 1, 2013) • 15 functional units, including plant located at 15-3-81-4W6 and Group Pipelines in Twp 79,80 & 81 Rge 3,4 & 5 W6M | 13.53471% PI | |
BLO.G4.5A | Working Interest Confirmation Letter Agreement – Belloy 10-35-78-2W6 to 10-19-078-01W6 Pipeline Facility, dated January 1, 2012 (unexecuted) | 8.60938% PI | 13919 |
BLO.G1.5A | Working Interest Confirmation Letter Agreement – Belloy Pipeline 07-03-079-02W6M to 06-09-079-02W6M, dated July 1, 2012 (unexecuted) | 4.5% PI | 15361 |
BLO.F3.5A | Belloy 11-18-78-1W6 Emulsion Battery (No formal agreement – AFE only) | 6.5356% PI | |
BLO.G12.5A | 7-3-79-2W6M to 10-35-78-2W6M Gathering System (No formal agreement – AFE only) | 8.60938% PI | |
1. | Any and all abandoned facilities other than abandoned Unit Facilities; |
2. | Any and all abandoned pipelines (including flowlines and gathering lines) other than abandoned pipelines (including flowlines and gathering lines) owned and operated pursuant to the Unit or comprising part of the Unit Facilities; |
AFE NUMBER | AFE DESCRIPTION |
FF151242 | CNRL ET AL BELLOY 11-18-78-1W6 |
AB142696 | 100/101008104W6/00 |
AB143808 | 100/051908104W6/00 |
AB144956 | 100/140208104W6/00 |
AB151034 | 100/081408104W6/00 |
AB151230 | 100/103508004W6/00 |
AB151382 | 100/153508004W6/00 |
AB151389 | 100/060208104W6/00 |
AB151391 | 100/062208003W6/00 |
AB151393 | 100/083008104W6/00 |
AB151400 | 100/100208104W6/00 |
AB151402 | 100/091808104W6/00 |
AB151403 | 100/081008003W6/00 |
AB151404 | 100/062008104W6/00 |
AB151409 | 100/162608004W6/00 |
AB151410 | 100/100208104W6/00 |
AB151414 | 100/081008003W6/00 |
AB151416 | 100/061908104W6/00 |
AB152448 | 100/062008104W6/00 |
AB152550 | 100/150408104W6/00 |
AB152943 | 100/100208104W6/00 |
AB153435 | 100/061108003W6/00 |
FP141462 | 100/112108003W6/00 |
FP141572 | 100/060208104W6/00 |
FP141573 | 100/153508004W6/00 |
FP141574 | 100/162608004W6/00 |
FP141996 | 100/013508004W6/00 |
FP151032 | 100/150408104W6/00 |
FW141914 | 100/060208104W6/00 |
FW142541 | 100/162608004W6/00 |
FW151152 | 100/103508004W6/00 |
TA141291 | 100/061908104W6/00 |
WO143021 | 100/011808003W6/00 |
WO143324 | 100/091808003W6/00 |
WO143342 | 100/130908003W6/00 |
WO143357 | 1W0/050808104W6/00 |
WO143358 | 100/051608003W6/00 |
WO143797 | 100/071508003W6/00 |
WO143854 | 100/162008104W6/00 |
WO143961 | 100/161908104W6/02 |
WO152229 | 100/132008003W6/00 |
WO152231 | 100/023108003W6/00 |
WO152409 | 100/130808104W6/00 |
AFE NUMBER | AFE DESCRIPTION |
GE141179 | REPROCESSING 2D LINES & 3D MER |
FF141847 | 531 SS - PLANT/COMP/BATTERY |
FF142003 | DUNVEGAN GAS UNIT #1 SAT 5 AND |
FF141995 | DUNVEGAN UNIT #1 PLANT |
AB143967 | BELLOY/CINDY 100/13-16-078-01W |
FF141848 | 14-29-80-3W6 OIL BATTERY |
FF142147 | DGU #1 SAT #3 100/08-36-080-04 |
FF151066 | DUNVEGAN UNIT #1 PLANT |
AB151386 | CNRL FAIRVIEW 4-23-080-03-6 PL |
AB151397 | CNRL FAIRVIEW 7-16-081-04W6 PL |
AB151328 | CNRL DUNVEG 5-25-80-4 |
TA141245 | DGU Sat #5B Compressor |
TA141132 | DUNVEGAN PLANT |
TA141247 | DUNVEGAN PLANT |
FF141494 | DUNVEGAN PLANT |
AB142844 | 100/10-10-081-04 W6 DGU |
TA141246 | DUNVEGAN PLANT |
TA141311 | 8-36-80-4W6 SAT #3A&B |
FP141549 | DUNVEGAN 11-1-81-4W6 UNIT PL'S |
FP141508 | DUNVEGAN 9-21-80-3W6 UNIT PL'S |
AB143006 | ANDERSON ET AL BELLOY 11-9-78-1W6 |
FC141256 | DUNVEGAN GAS UNIT #1 SAT 5 |
AB143016 | BELLLOY 13-16-078-01W6 GAS PLA |
FC141321 | DUNVEGAN 14-29 BATTERY |
TA141397 | BELLOY 04-20-078-01W6 BOOSTER |
AB143515 | BELLOY 100/11-18-078-01 W6M |
TA141438 | BELLOY16-36-079-03W6 |
AB151387 | CNRL FAIRVIEW 5-02-081-04W6 PL |
TA151086 | DUNVEGAN GAS PLANT 15-03-081-0 |
FP151032 | FAIRVIEW 100/15-04-081-04W6 PI |
FW151152 | CNRL ET AL DUNVEG 100/10-35-08 |
FF151230 | DUNVEGAN UNIT #1 PLANT |
AB151666 | FAIRVIEW 15-35-080-04W6 PIPELI |
WO151581 | CNRL DUNVEG 13-14-80-3W6 |
FF151249 | FAIRVIEW 8-36-80-4W6 |
AB151401 | CNRL DGU DUNVEG 9-36-81-5 |
157018 | BELLOY 102/6-35-78-2 W6 |
157019 | BELLOY 5-36-78-2 W6 |
157020 | BELLOY 10-36-78-2W6 |
156010 | BELLOY 102/12-2-79-2 W6/03 |
RE: | Purchase and Sale Agreement made August 10, 2015 between Barnwell of Canada, Limited, as Vendor, and Canadian Natural Resources Limited, as Purchaser (the "Agreement") |
1. | I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 12, 2015 | /s/ Russell M. Gifford |
Russell M. Gifford | ||
Chief Financial Officer | ||
1. | I have reviewed this quarterly report on Form 10-Q of Barnwell Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 12, 2015 | /s/ Morton H. Kinzler |
Morton H. Kinzler | ||
Chief Executive Officer | ||
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: | August 12, 2015 | /s/ Morton H. Kinzler |
Name: Morton H. Kinzler | ||
Title: Chief Executive Officer | ||
Dated: | August 12, 2015 | /s/ Russell M. Gifford |
Name: Russell M. Gifford | ||
Title: Chief Financial Officer | ||
LIQUIDITY - OIL AND NATURAL GAS PROPERTIES (Details) - Aug. 10, 2015 - Oil and natural gas properties - Oil and natural gas properties - Dunvegan area of Alberta - USD ($) $ in Thousands |
Total |
|---|---|
| Subsequent events | |
| Sales price per the Purchase and Sales Agreement | $ 15,000 |
| Canadian Tax Withholding | 50.00% |
INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands |
9 Months Ended | |
|---|---|---|
Jun. 30, 2015 |
Jun. 30, 2014 |
|
| Supplemental disclosure of cash flow information: | ||
| Interest | $ 235 | $ 489 |
| Income taxes paid | 0 | (103) |
| Supplemental disclosure of non-cash investing and financing activities: | ||
| Note receivable for sale of investment | 907 | 0 |
| Oil and natural gas | ||
| Supplemental disclosures of cash flow information: | ||
| Increase (Decrease) in capital expenditure accruals related to oil and natural gas exploration and development | 95 | (1,329) |
| Increase (Decrease) in capital expenditure accruals related to oil and natural gas asset retirement obligations | $ 938 | $ 58 |