CAPLA - NEXUS...AN OIL AND GAS PROPERTY TRANSACTION NEXUS mailing address goes in this box RETURN...

NEXUS ◗ February 2005

NEXUS

ANATOMY OFAN OIL AND GASPROPERTY TRANSACTION

NEXUSNEXUS

mailing address goes in this box

RETURN UNDELIVERABLE CANADIAN ADDRESSES TO1600, 140 – 4 Avenue S.W. Calgary, AB T2P 3N4Offi ce email: offi [email protected]

PM 40825561

February 2005

ALSO IN THIS ISSUE◗ Executive Nominees

◗ CAPLA Management/Supervisor Roundtable

◗ Saskatchewan Land Registry –

Online Submission Tool

FIRST ANNUAL CAPLA/IRWA

SKI TRIP at LAKE LOUISE

Friday, March 4, 2005Members: $60

Non-Members: $70

Includes: round-trip bus ride, lift ticket, lunch,

après ski party and prizes!

Tickets can be purchased online at CAPLA or IRWA websites:www.caplacanada.org www.irwaonline.org

1600, 140 – 4 Avenue S.W. Calgary, AB T2P 3N4

Ph: (403) 571-0640 Fax: (403) 571-0644

Website: www.caplacanada.org

Offi ce Email: offi [email protected]

NEXUS Email: [email protected]

Board of Directors President Audrey Atkins

Past President Candace Bakay

Vice-President Ty Hansen

Secretary Barbara MacBeath

Treasurer Sherry Sturko

Certifi cation Kevin MacFarlane

Communication Nancy Howes-Olmstead

Education Margarita Cowan

Events Joanna Pelletier

Government Relations Lynn Gregory

Industry Relations Gordon Dainard

Member Services Kelly Erickson

Special Events (Interim) Deb Waterhouse

Technology Kathy Ward

CAPLA NEXUS is a publication of CAPLA

Produced by the Communication Committee

NEXUS Email: [email protected]

Director Nancy Howes-Olmstead

Editor Wendy Walker

Assistant Editor Nadine Campbell

Design Folio Publication Design

Printing McAra Printing

Editorial Team Holly Anderson

Maarnie Shakespeare

Melissa Sadal

Publication Schedule Meeting Dates Article Submission Deadline Mailout March 22, 2005 March 17, 2005 April 26, 2005

September 27, 2005 June 17, 2005 August 24, 2005

November 22, 2005 September 8, 2005 October 13, 2005

Eff ective February 2005 CAPLA’s membership was 2011.

All articles printed under an author’s name represent the views of the author.

Publication neither implies approval of the opinions expressed nor accuracy of the facts stated.

IN THIS ISSUE

NEXUS FEBRUARY 2005

President’s Message . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Executive Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Trying to Find the Right Contact at Another Company? . . . 6

Government Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Come and Volunteer at the Food Bank! . . . . . . . . . . . . . . . . . . 7

Anatomy of an Oil and Gas Property Transaction . . . . . . . . . 8

Upcoming CAPLA Courses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

e-Tenure Update . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

CAPLA Management/Supervisor Roundtable . . . . . . . . . . . 27

Upcoming CAPL Courses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Events Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Saskatchewan Land Registry – Online Submission Tool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Asset Management Education Initiative . . . . . . . . . . . . . . . . . 33

CAPLA information at a glance . . . . . . . . . . . . . . . . . . . . . . . . . 34

Upcoming Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34


President’s Message

Welcome to 2005. CAPLA is now into its 11th

year and we have a lot to celebrate.

We now have over 2000 members and

many of those who have volunteered over this past decade

have helped raise the profi le and standards for the profes-

sion of Land Administration.

Just some of our successes to date:

Certifi cation is well underway with 12 members

certifi ed with the designation CPLCA. This is a volun-

tary Certifi cation Program available to all active CAPLA

Members. Certifi cation acknowledges the CAPLA member

designated as one who has successfully completed one or

more of the three Certifi cation Exams. The certifi ed desig-

nations include the following:

◗ Certifi ed Petroleum Land Contract Administrator

(CPLCA) (available now)

◗ Certifi ed Petroleum Mineral Administrator

(CPMA) (estimated 2005/2006)

◗ Certifi ed Petroleum Surface Administrator (CPSA)

(estimated 2006/2007)

Communication will have a

new look for the Nexus in 2005

and the PR & Promotion sub-

committee has offi cially moved

under this portfolio with a Chair

appointed for both the Nexus

group and PR & P.

Conference 2004 was a

success with 724 people in

attendance. This sub-commit-

tee has been moved under a new

portfolio of the Special Events

Director. The Special Events committee will focus on

events such as all conferences, management night and work

with the Events committee as needed.

Education has continued to add to its list of courses

being offered, having added two new courses in 2004 and

revising another three. Two more courses are in the devel-

opment stage and will be added during 2005. The continu-

ing education provided by this committee to our members

did not exist just a mere decade ago. The shortage of time

and/or personnel that some companies face make this

increasingly ever more critical in the years to come.

Events volunteers continue

to work hard in order to

offer many opportunities for

networking and fun for its

members. They try hard to

come up with fresh ideas and

to partner with other industry

associations as much as possible

in order to help facilitate good

relations among the various

disciplines related to Land.

We now have over 2000

members and many of

those who have volunteered

over this past decade have

helped raise the profi le and

standards for the profession

of Land Administration

3NEXUS ◗ February 2005

Government Relations volunteers helped facilitate a

strong working relationship with government agencies with

task forces that didn’t previously exist and in doing so, the

government relations team has won the Premier’s Award of

Excellence not once, but twice.

Industry Relations has worked together with industry

to continue to enhance standard practices within industry

and continue to review practices and agreements to better

assist Land in their function.

Member Services and Mentoring have been working

hard to fi nd additional benefi ts for our members with vari-

ous member benefi ts and discounts, including a Jubilations

Dinner Theatre Club Membership joining the list in 2004.

Mentoring has taken a role in the electronic world with the

Mentoring Committee Knowledge Bank being a new addi-

tion to their services.

The Technology team has a great deal to celebrate.

The website continues to

provide benefi ts to our

members as an interactive tool,

as a resource for information

and a tool for registration of

education courses and events.

Executive is a committee

that consists of the Offi cers

of the Association. Their

mandate is to manage the day-

to-day business needs of CAPLA, as well as review the By-

Laws and current Policies to help identify gaps or changes

that may be required. This committee has had a very busy

2004 due to the growth of CAPLA and the fact that we are

now in a transition phase of this growth. Managing change

can be very challenging, to say the least.

One of the major changes that occurred in 2004

was moving into a downtown offi ce location as well as

the hiring of staff as opposed to contracting this service

out. Our two full-time, permanent offi ce staff will allow

CAPLA to offer service to our members coinciding with

industry business hours.

The Nominations Committee has found it diffi cult

throughout the history of our Association to formulate an

overwhelmingly successful recruitment strategy for Board

Membership. We have had many successes and many

individuals have aided the call to take on a leadership role

within CAPLA; however, there are still many members

who have leadership potential and are either unaware of

their potential or have other commitments preventing

them from stepping forward. Our Association needs each

and every one of you and, in order to continue on into the

future, leadership is essential. I would encourage those who

are not involved as a volunteer to do so and those who are

already volunteering in some capacity to consider a leader-

ship opportunity.

Part of the development plan that we have for our

members is not only to aid in their professional develop-

ment, but their personal development as well. The benefi ts

of volunteering may not be

tangible, but they are defi nite

and absolute. It is the goal of this

Board to assist new members in

order to get and create the greatest

benefi t to both parties. We have

implemented a Board orientation

program as well as training in the

areas of both Board Development

and Leadership.

Thank you for your support. Together we can continue

to look forward to both elevate the profession of Land and

to help give members the tools to do so.

Audrey Atkins

CAPLA President 2004-2006

Our Association needs each

and every one of you and in

order to continue on into the

future; leadership is essential


ExecutiveNominees

Name: Barbara MacBeathRunning for: SecretaryCurrent Employer: Baytex Energy Ltd.Years of Experience: 16 years Industry

Experience (8 years in Land Administration)

Focus Upon Successful Attainment of Position:CAPLA has entered into its second decade and we are now

a large association with approximately 2000 members.

My focus will be on ensuring that the decisions made by

the association and the policies developed by the Board

are properly documented to assist members in accessing

this information quickly and efficiently. I will do this by

reviewing and updating CAPLA’s record retention policy

and archival processes, taking full advantage of CAPLA’s

new downtown offices. Having already served as Board

Secretary for the last 2 years, I believe my experience gives

me the background required to properly structure CAPLA’s

archives for the benefit of the membership.

As a Board Member, I will fully participate in Board

Meetings and Planning Sessions and will represent the

members of CAPLA in a professional manner and to the

best of my abilities.

Contributions to Assist in Fulfilling Position:◗ 16 years industry experience.

◗ 5 years teaching courses in Land Administration

◗ Over 20 years of volunteering in 8 different organiza-

tions, including 6 years of volunteering with CAPLA

Name: Brandy K. BrhelleRunning for: Member Services DirectorCurrent Employer: Talisman EnergyYears of Experience: 2.5

Focus Upon Successful Attainment of Position:Highly Motivated, Team Player, Task & Goal Orientated.

If elected as Member Services Director, I would like

to work on continuing to expand our new membership as

well as maintain our present membership. One of my goals

is to raise awareness to the Myra Drumm Student Achieve-

ment Award and promote the importance of this award.

I would also like to strive to expand our membership

benefits and to continue to maintain the high standards

put in place by the past Member Services Directors.

I am proud to be a member of CAPLA and thankful for

the many opportunities being a member has brought me.

Contributions to Assist in Fulfilling Position:◗ Member since January 2003

◗ Volunteered for the Member Services Committee since

February 2003 and as Secretary since April 2003

◗ Mount Royal College – Petroleum Land Contact &

Administration Certificate

◗ The Career College – Oil & Gas Terminology

Diploma

◗ The Career College – Business Office Skills Diploma

Name: Deb WaterhouseRunning for: Special Events DirectorCurrent Employer: ConocoPhillips Canada

Resources Corp.Years of Experience: 20 years

Focus Upon Successful Attainment of Position:By working together with CAPLA’s executive team,

I will ensure CAPLA’s special events are effectively


coordinated. As the Special Events Director, I envision my

role as providing guidance and expertise while facilitating

the volunteers who plan and implement the many special

events our membership enjoys. I will encourage CAPLA’s

members to participate and attend our many functions in

order to benefit from both the education and the network-

ing opportunities. Our members are fortunate in that our

many functions allow them to connect and communicate

at both business and personal levels. Furthermore I seek to

promote a greater awareness of CAPLA to our industry.

Contributions to Assist in Fulfilling Position:With my commitment towards professional growth in

CAPLA and my superior organization and communication

skills, I believe I have the contributions to fulfill the position

as the Special Events Director. I am a confident, articulate

and results-oriented professional who offers previous Confer-

ence practical experience. I believe I am capable of coordi-

nating the special events, as my position at ConocoPhillips

allows me to supervise and mentor junior contract and land

analysts. I am creative and cooperative, and I work equally

well individually or as part of a team. I have been involved

with CAPLA’s last three Conferences in both education

and exhibitor/signage roles. ConocoPhillips has assured me

of their support in this role.

Name: Joanna Pelletier Running for: Events Director Current Employer: NAL Resources LimitedYears of Experience: 4 years

Focus Upon Successful Attainment of Position:I will continue to work on providing quality networking

opportunities for the association. My focus this term is to

implement procedures for the various events and meetings.

With the completion of the procedures we will focus on

having reliable records and archives to ensure the contin-

ued success of the events.

Contributions to Assist in Fulfilling Position:I have been the director for the past two (2) years. I have

worked closely with the office staff, the board of directors, the

advisory counsel and past committee members to establish

the required training and mentorship necessary to fulfill my

commitments as director. I have established relationships with

various vendors; these relationships are beneficial when negoti-

ating the costs and availability of the venues.

Name: Karen PugsleyRunning for: Communication DirectorCurrent Employer: ConocoPhillips CanadaYears of Experience: 20

Focus Upon Successful Attainment of Position:I believe that good communication within CAPLA and

with industry stakeholders is the key to providing mean-

ingful value to our membership.

The focus I will make will be to support the Public

Relations and Promotions Committee in their initiatives to

increase CAPLA’s image within industry and to promote

land administration as a career destination. I would also

steer the NEXUS Committee to continue their efforts

in providing CAPLA’s membership with an informative

newsletter.

Finally, I will also focus on ensuring that CAPLA’s

membership has a voice that will be represented on the

Board of Directors.

Contributions to Assist in Fulfilling Position:My past contributions that will assist me in filling this

position are:

1. I served on CAPLA’s Standardization Surface Commit-

tee from the inception of CAPLA. Volunteering for

this committee for approximately 8 years we created

a contact list used by CAPLA members. We created a

sub-committee, which initiated the CAPLA Road Use

currently used by industry. We continually worked


with industry and governments stakeholders on

attempting to improve our business.

2. I also served on the Exhibitors Committee for the very

1st CAPLA Conference.

3. I also volunteered on the Accreditation Committee,

Surface Sub-Committee, now known as the Certifica-

tion Committee.

4. I served on the Board of Directors of The Minor

Hockey Association of Calgary (MHAC) as the Regis-

trar for 8 years. This position involved working with

the provincial governing body of minor hockey, our

Board of Directors, community associations, coaches,

parents, athletes. I also assisted MHAC in other volun-

teer capacities over the years.

5. I volunteered with Hockey Alberta for their high

performance program for male athletes for 4 years.

In the capacity as Director of Operations, I was

charged with working with the coaches, trainers,

Hockey Alberta, host committee, parents, athletes, and

host tournament committee. I found facilities for on

and off ice practice, created a budget, booked transpor-

tation and accommodation for the team. I can proudly

say some of the athletes I worked with have are now

playing in the NHL!

6. I have worked in the oil and gas industry for 24 years

and have a highly developed network people in indus-

try and government.

Vice-PresidentThe Nomination period for the position of Vice-President

has been extended to February 4, 2005. Any nominations

received for this position will be published on the CAPLA

website after February 4, 2005. In addition, any announce-

ments regarding the position of Vice-President will be

communicated via the website or mass e-mail distributed

by the CAPLA Office. For details of the position and for a

copy of the Nomination Form and Biography Form, visit

www.caplacanada.org under Downloads > Sign-In >

Executive Documents.

Trying to Find the Right Contact at Another Company?

The CAPLA Roster provides an opportunity for

each member to assist each other by enter-

ing their ‘Discipline’ on their Member Profile

information. Armed with this information, you may

not contact the person who can assist you right away

but at least you are more certain that your call will

be directed to the correct person more quickly.

Please take the time to check your Member

Profile information in the CAPLA Roster for accu-

racy and we encourage you to choose the discipline

that best describes your major area of responsibility

at your current company. If you are an Indepen-

dent, choose the category that best describes the

major contract service that you provide (e.g. Land

Contracts or A&D).

The categories that are currently available are:

A&D, Accounting, Business/Systems Support, Govern-

ment, Joint Venture, Management/Supervisory,

Mineral, Student, Surface and Related Discipline.


Government Relationse-Transfer Broker Sub-Group Update

T his Task Force was initiated as a result of the imple-

mentation of e-Transfers and the appreciation of

the potential impact e-Transfers have on the process

used between Brokers and E&P Companies when acquir-

ing land at Crown Sales. The process under review is the

preparation, execution and delivery of a paper transfer by

the Broker to the E&P Company to hold on its fi le until

it chooses to register the transfer. As e-Transfers are now

mandatory, an alternative interim process is being recom-

mended. To date, the following has occurred:

◗ Sub-Group formed and several meetings have been

held and various Master Agreements and other types of

agreements were reviewed.

◗ Initially the committee recommended a “Master”

form of agreement be created to cover the relation-

ship between Brokers and E&P Companies on all

lands acquired at Crown sale or other acquisitions

as an alternative to the current Crown transfers that

are prepared. However, after reviewing all the vari-

ous agreements that were submitted the committee

decided to proceed with a more simple set of service

orders and a Trust and Agency Agreement that related

only to Alberta Crown.

◗ The committee will review the fi nal service and

Agency and Trust agreements in January 2005 with the

plan to roll out the agreements shortly thereafter.

Come and Volunteer at the Food Bank!

On March 23, 2005 from 6:00 to 8:00 p.m. the

Public Relations and Promotions Committee is

seeking volunteers who would like to come out

and make a difference in the community! The Committee

has volunteered two hours at the Calgary Interfaith Food

Bank to help out in any way we can whether it be making

food hampers, sorting through various goods, we want

to help! The only cost associated with this event is two

hours of your time… Please help CAPLA demonstrate its

support to those in need. Registration can take place via

the CAPLA website or by emailing the CAPLA offi ce at

offi [email protected] Registration is February 28, 2005.

Calgary Interfaith Food Bank

5000, 11th Street SE

Calgary, Alberta

Phone: (403) 253-2059


Anatomy of an Oil and Gas Property TransactionPart I – Conducting Due Diligence

Introduction

T he business environment for oil and gas property

acquisitions in Western Canada has never been more

competitive than it is today. Consequently, ensur-

ing that all elements of a transaction are fully understood

is critical to winning bids and ensuring that the transac-

tion meets expectations. The conduct of due diligence

in connection with a property acquisition is one way of

obtaining that understanding.

Due diligence is not limited to simply a review of the

vendor’s ownership of the assets or the conduct of corpo-

rate, courthouse and like searches in respect of the vendor,

but can be undertaken in respect of all aspects of the acqui-

sition. This point is illustrated by the multi-discipline team

of professionals often involved in the due diligence process:

landmen, engineers, geologists, accountants, tax specialists,

environmental specialists, lawyers, paralegals, administra-

tive personnel, marketing personnel, operations personnel

and human resources personnel. Specifi cally, due diligence

forms an essential and vital role in the following elements

of the transaction:

◗ evaluation of properties for bid purposes;

◗ confi rmation of assumptions and information used

in establishing bid price;

◗ identifying and addressing ownership concerns;

◗ identifying and addressing co-ownership and joint

venture relationship issues;

◗ identifying and addressing operational and infra-

structure issues;

◗ negotiating solutions to identifi ed issues;

◗ negotiating appropriate sale agreement provisions

and closing documentation; and

◗ assisting post-closing property integration, adminis-

tration, development and exploitation.

Goals and Bid FactorsAn appreciation of the goals of the purchaser and the

various bid factors applicable to a given transaction is

relevant to understanding what due diligence examinations

should be undertaken and will assist you in assessing the

signifi cance of any previously undisclosed issues discovered

pursuant to the due diligence process. The purchaser’s goals

can include some or all of the following:


◗ add acreage to a core area, add new landholdings,

reserves and interests;

◗ enhance asset, facilities and reserves synergies,

including cash fl ow;

◗ opportunistic purchase, favourable acquisition price;

◗ increase shareholder value; and

◗ improve operational and administrative effi ciencies.

Prior to bidding for the properties, a purchaser will

consider its goals and all available information and data in

determining a bid price, including any publicly available or

vendor provided data, land and lease information, produc-

tion information, marketing, transportation, gathering and

processing related information, regulatory requirements,

environmental issues, human resource issues, competitor

issues and area activity. Bid factors relevant to this consid-

eration will include:

◗ type of asset: development, exploration, gas, oil, etc.;

◗ fi eld-area size and characteristics (e.g., remoteness,

diffi culty to produce, technically diffi cult play, etc.);

◗ existing contracts;

◗ operations considerations;

◗ facilities considerations; and

◗ competition for acquisition.

In assessing the information and data provided to it, the

purchaser will proceed to value the assets and transaction

taking into account some or all of the following:

Value Assessment◗ discounted cash fl ow

◗ proven and probable reserves

◗ period of payout

◗ rate of return

◗ tax pools

◗ tax effect

◗ price forecast

Accounting Information◗ volume/production

◗ operating costs

◗ revenue/income

◗ royalties

Production Information◗ volumes

◗ production profi les, water cuts

◗ well histories, status, operatorship, test information

◗ reservoir size and characteristics

◗ exploration information

◗ geological and reserves reports, studies and/or

mapping

◗ geophysical data

◗ production marketing

◗ existence of gas sales contracts

◗ ship/take or pay obligations

◗ crude oil, liquid, sulphur or other substances

(substance type)

◗ transportation obligations

◗ tax implications

◗ facilities information (plant, batteries, compressor

stations)

◗ geological considerations (upside, vertical rights)

◗ unit and operations details

◗ pipeline information and terms (gathering and trans-

portation)

◗ production penalties and encumbrances.

At some point, the purchaser will build a purchase price

model which will be used as the basis for arriving at a

proposed purchase price and addressing critical non-

monetary business terms. For example, the value of the

assets might be obtained by calculating the present value of

future net cash fl ow that one can expect to derive from the

properties. This is purely an estimate of net revenue, before

and after tax, which is then discounted and takes into

account the time value of money and other risks, to come


up with the present value. All such formulas and price

models are based upon assumptions of what will happen

in the future. Obviously, the impact of other material

issues will be considered, including environmental liabili-

ties, the monetary and strategic value of existing facilities

and infrastructure, the financial terms of midstream and

downstream material contracts, and operational and other

efficiencies and synergies.

Comprehensive Approach to Due DiligenceExperience indicates that the most successful approach to

conducting due diligence is a systemic approach requir-

ing the purchaser to obtain a comprehensive and inte-

grated understanding of the properties: from the reserves

through to the point of sale of production. A successful

due diligence process, accordingly, will result in a thorough

knowledge of all relevant matters including the vendor’s

ownership interest in the reserves, encumbrances thereon,

title deficiencies associated therewith, material terms of the

title and operating documents, details respecting exist-

ing wells, spacing units, facilities and surface rights, how

produced substances are gathered, processed, disposed of

and transported to market and ultimately sold and under

what contractual terms.

The information obtained from the due diligence

process can be used to revisit the purchase price model and

the various factors, information and assumptions gathered

and made in creating such model and assess the impact

of discrepancies and issues on the purchase price and the

critical non-monetary business terms. In addition, the due

diligence results can sometimes be used in conjunction

with the provisions of the sale agreement to terminate the

transaction, to seek amendment of key terms, to reduce the

purchase price or to address risk and liability in other ways.

Once closing has occurred, such due diligence results will

assist the purchaser in pro-actively addressing identified

issues and will assist the process of efficient and immedi-

ate digestion of the assets allowing operations to proceed

without unnecessary delay.

With this comprehensive understanding, a purchaser

can ensure that the assumptions and information that went

into its bid for the properties is consistent with reality

as disclosed pursuant to the due diligence examination.

However, a comprehensive review of all aspects of the

transaction and the target assets may not always be practi-

cal, economical or otherwise warranted.

How Much Due Diligence?The purchaser must always balance the degree, nature, and

type of due diligence to be conducted within the context

of the transaction itself. Informed decisions considering

the investment value of various due diligence investiga-

tions are critical when economics, time limitations or other

factors require that due diligence be selectively conducted.

However, making arbitrary decisions to carve back certain

due diligence investigations without an appreciation of the

assumptions and information used in arriving at the bid

price and the manner in which non-monetary business

issues were addressed may result in key investigations not

being conducted.

Similarly, a reasonable understanding of the types of

due diligence examinations that can be conducted will

assist a purchaser in determining what is required in a

particular transaction. The types of due diligence examina-

tions that can be conducted will be discussed in Part 2.

Part 2 – Types Of Due Diligence Examinations

Due Diligence in Respect of Reserves OwnershipThe information contained in a reserve report or a property

report is a critical component in establishing the bid price.

Accordingly, it is important that the purchaser ensure that

the information that forms the basis of the reserve report or

property report is accurate. A key element of that informa-

tion is the vendor’s stated ownership of the evaluated or

stated petroleum and natural gas rights (for purposes of this

discussion, we use reserves and petroleum and natural gas

rights interchangeably) and the lessor royalties and other


encumbrances thereon. In establishing the value of the

reserves attributable to the vendor, evaluators will utilize the

property reports and information provided by the vendor.

Accordingly, the purchaser must ensure that those prop-

erty reports and information are accurate. In addition, in

reviewing the reserve report, the purchaser should consider

whether it agrees with the manner in which the evaluator has

arrived at the vendor’s net interest in such reserves pursuant

to the evaluator’s process of evaluating working interests,

convertible interests, net profits interest, carried interests,

gross overriding royalties, lessor royalties, regulatory or other

limitations on production and other encumbrances.

It is obvious that there would be a material negative

effect on the purchase price model if the vendor’s stated

ownership of reserves associated with a particular well is

overstated or the encumbrances on such interest are payable

on a higher percentage of production or paid at a higher rate

than stated. For example, if the vendor’s interest in a well

is evaluated as a 100% working interest but such interest is

subject to conversion to an undivided 50% working inter-

est upon payout of the well and the reserve report does not

reflect this, this may amount to a significant difference in

value, notwithstanding that an associated overriding royalty

may have been factored in. It may be an even more signifi-

cant difference in value if the well is very close to paying out.

Accordingly, any examination conducted in respect of the

vendor’s ownership of such reserves must be directly linked

to the information used in the evaluation of such reserves.

The process for conducting such investigation is

commonly referred to as a title review and may result in a

law firm preparing and providing a title opinion in respect

of the vendor’s interests in some or all of the assets or it can

be conducted by lawyers, landmen or other professionals

resulting in a non-opinion title report. Typically, the latter

report does not undertake all of the examinations which

would otherwise be required to have been made in connec-

tion with a title opinion.

A full title review will provide the purchaser with a

reasonable degree of comfort in regard to the vendor’s title

to and ownership of the target reserves. During this review,

all documents including correspondence, lease and contract

summary sheets and agreements contained in the mineral

contract files and mineral lease files and all relevant titles

and search letters and registered encumbrances are reviewed

and a title opinion is provided. In some instances a title

review on selected properties is conducted particularly

where most of the value associated with the transaction is

concentrated on specific assets. In some cases the scope of

the review might be narrowed to simply conduct relevant

searches, review land summary sheets and review the key

documents relating to such interests but not conduct the

scope of review required to render a title opinion.

Why is a title review necessary? Simply put, a title

review is necessary because (i) there is no registry of work-

ing and other interests on which prospective purchasers can

rely to ascertain a vendor’s ownership of reserves and (ii)

vendors are not prepared to provide an adequate warranty

and indemnity in respect of its ownership of reserves and

consequently the risk of title failure is passed on to the

purchaser. Generally, mineral ownership in Western Canada

is subject to either the freehold system or the Crown land

system. While both systems offer some (but not perfect)

protection and comfort in respect of obtaining and deter-

mining ownership of mineral interests, each has limitations

in ensuring that the current and proper beneficial owners

of the interests have recognized, registered and accurate

interests in the relevant lands or leases. Often, ownership

interests in petroleum and natural gas rights are acquired

through various sale agreements and joint venture title and

operating documents derived from a source document,

typically being a lease. Such owners may or may not have an

actual registered interest in the lease or lands. Accordingly,

it is necessary to examine all title documents relevant to a

vendor’s chain of title in order to ensure that the vendor has

acquired the interest that it purports to have as disclosed in

its property reports and land schedules. In addition, these

reviews are designed to determine that the encumbrances

on such interests are also as stated, that the leases and other


title and operating documents on which such interests are

based or derived are in good standing and that there are no

other defaults or issues existing under the leases or other

title documents including material terms of an adverse

nature (e.g., an ongoing area of mutual interest covenant).

This due diligence examination is designed to determine

the vendor’s ownership of reserves subsurface but does not

address surface assets, activities and operations.

Operations Due DiligenceWhere the asset profi le warrants it and where such matters

are strategic to the purchaser’s goals, the purchaser should

conduct at least some due diligence investigations into opera-

torship issues, the location, capabilities, contractual terms and

other aspects of gathering, processing, disposal and transpor-

tation facilities, transportation and marketing arrangements,

third party contract operating arrangements, third party

service arrangements and other aspects of the operations.

Such a review can be broken into the following multi-

faceted components:

◗ identifi cation and examination of surface rights;

◗ identifi cation and examination of facilities;

◗ identifi cation and examination of material contrac-

tual arrangements, including agreements for the

gathering, processing, disposal, transportation and

marketing of production, construction, ownership

and operating agreements, contract operating agree-

ments and other service arrangements;

◗ review of accounts, books and records; and

◗ equipment, fi eld and site inspections and environ-

mental audit.

Surface Rights ReviewIn conducting a surface rights review, the purchaser will

examine the existing surface leases, surface access agreements,

easements and rights-of-way to ensure that such rights are

suffi cient for all existing facilities and wells, there has been

material compliance with such arrangements, there are no

instances of trespass and there are no arrangements in respect

of which there is a current default. As well, if relevant, the

purchaser will wish to examine such documents (and often

the existing leases and title and operating documents associ-

ated with the hydrocarbon rights) with respect to any surface

access restrictions that might otherwise apply. Examples of

areas where surface access restrictions will apply include mili-

tary facilities, animal habitats and mating grounds, historical

sites, cemeteries and populated areas. In addition, such review

will assist the purchaser in determining whether the costs of

access are consistent with the assumptions which purchaser

has made in establishing its bid price. As an added bonus,

surface fi les are often a helpful source of determining whether

or not any environmental issues currently exist or have ever

existed in respect of the assets. In addition to the fi le review,

a surface review can include physical site inspections, obtain-

ing road ban information, and the conduct of searches with

Alberta Energy and the Land Titles Offi ce.


Facilities ReviewIn connection with a facilities review, a purchaser will

attempt to learn the means by which production is gathered,

processed, disposed, transported and ultimately brought to

market from the wellhead through to the sales point and

confirm that the results are consistent with the data and

assumptions that went into its purchase price model.

The types of questions often asked by a purchaser in

connection with such a review include:

◗ What’s there?

◗ Who owns it?

◗ Who operates it?

◗ Where do produced substances go?

◗ How do produced substances get there?

◗ Are different substances gathered, processed, trans-

ported, marketed or disposed of differently and, if

so, how?

◗ Are licences and approvals in place?

◗ Can licences and approvals be transferred to

purchaser?

◗ What are the facilities’ capabilities and capacities?

◗ What ownership, co-ownership and operational

issues are there?

Such an examination includes a review of all of the vendor’s

relevant files and obtaining publicly available informa-

tion either directly from public sources (e.g., Energy and

Utilities Board) or from available third party sources (e.g.,

AccuMap) which is then synthesized with other pertinent

information gathered from other investigations and can

then be mapped for visual reference.

Material Contracts ReviewIn connection with the review of material contracts, the

purchaser may wish to review all gathering, processing,

disposal, transportation and marketing arrangements and

CO&O agreements, contract operating agreements and

service arrangements to confirm the information provided

to it in the data room. In some cases, written contracts may

not have been entered into and, accordingly, the purchaser

will have to rely upon whatever accounting or other infor-

mation that is available to it. In conducting such a review,

the purchaser will take into account:

◗ confirming financial terms and ownership interests

are as assumed;

◗ assessing the credit risk of counterparties;

◗ assessing the market value of fees and terms of

arrangements;

◗ assessing the stranded production risk (if behind

third party facilities);

◗ assessing competitor/counterparty issues; and

◗ assessing general business terms and conditions of

arrangements.

Accounts ReviewAn examination of the vendor’s accounts will help to

confirm much of the financial and other information

provided to the purchaser and could disclose material

issues such as the non-payment or late payment of royal-

ties, other encumbrances, AFE’s, trade creditors and other

cost items having a bearing on the assets.

Equipment, Field and Site Inspections and Environmental ReviewDuring equipment, field and site inspections, purchaser

will assess the condition, capability and suitability of the

assets, will conduct an inventory of equipment and will

complete some level of environmental review.

In connection with the foregoing, the purchaser may

also find it valuable to review the following:

◗ minutes of meetings of any operating committees of

common facilities of properties;

◗ equipment leases;

◗ government licences and permits;

◗ equipment warranties;


◗ utilities agreements;

◗ equipment schedules;

◗ maintenance records of significant equipment;

◗ fuel contracts and related agreements;

◗ equipment service agreements; and

◗ equipment purchase agreements.

Part 3 – The Bidding Process

Corporate Due DiligenceTypically, a purchaser conducts, or has its legal or other

representatives, conduct due diligence searches against the

vendor. Regardless of what other due diligence is being

conducted in connection with the transaction, we recom-

mend that a purchaser always conduct such searches

although, in some cases, depending upon the nature of

the assets involved, certain searches may not be necessary.

These searches do vary on a jurisdiction to jurisdiction

basis and, accordingly, we recommend you contact a

lawyer or other professional familiar with such searches to

determine what searches are appropriate with respect to

your specific transaction. The types of searches that can be

conducted include the following:

◗ Corporate: to determine the current status of the

vendor;

◗ Courthouse: to determine whether there are any

actions commenced against the vendor which might

impact the assets or the ability of the vendor to

complete the transaction;

◗ Personal Property Registry: to determine whether

or not there is any general or specific security

granted against the assets of the vendor;

◗ Bank of Canada: to determine whether or not

there is any Bank Act security granted by the vendor

which would attach to the assets;

◗ Workers’ Compensation Board: to determine

whether there are any statutory liens in existence

under the applicable statute;

◗ Employment Standards: to determine whether

there are any statutory liens in existence under the

applicable statute;

◗ Bankruptcy: to ensure the vendor has not commit-

ted an act of bankruptcy and, therefore, could not

complete the transaction; and

◗ Environmental: to determine whether there are

any environmental breaches or occurrences that

may affect the assets or the ability of the vendor to

complete the transaction.

Part 3 – The Bidding Process

Data Room Marketing ProcessIn some cases, a vendor and purchaser may complete a transac-

tion without the vendor having committed the assets to a

broader marketing process. Often this will happen in circum-

stances where vendor and purchaser own joint interests in the

subject properties and there is corresponding motivations to

sell or buy as the case may be (i.e., the property is non-core

to the vendor and the purchaser is interested in consolidat-

ing interests in it). In such circumstances, the purchaser will

already have a great deal of knowledge respecting the assets

and may not require any additional information disclosure in

order to make its initial bid. There are obvious advantages to

both the vendor and the purchaser in such an arrangement.

From the vendor’s perspective, these include minimizing the

transaction costs and eliminating the challenges of dealing with

purchasers unfamiliar with the assets while at the same time

achieving a reasonable premium to its retention value.

The purchaser will benefit from reduced or lack of competition

for the asset, a high degree of confidence in its knowledge of

the assets and its plans for them and reduced transaction costs.

In many cases when a vendor has committed itself to

disposing assets, it will wish to proceed with the marketing

of such assets through a formal process and to a broader

spectrum of potential purchasers. By doing so, the vendor

can dictate the rules of the process, the manner in which

bids may be made and ultimately obtain some comfort


that it is obtaining the highest bids available at that time

under current market conditions. One key trade-off will

be the higher transaction costs involved, however, this can

be offset by obtaining a higher purchase price than vendor

otherwise would.

In connection with the marketing process, the vendor

will work with marketing professionals to prepare an

actual and/or virtual data room containing information,

documentation and evaluations relevant to the assets and

the valuation of the assets and a confidential information

memorandum and/or a data book summarizing such infor-

mation. The vendor will control access to the data room,

the form of bid letter or letter of intent and the process

by which a purchaser is selected. It is important that both

the vendor and the prospective purchaser understand the

rules of the bidding process and the terms of the form of

bid letter or letter of intent to ensure they understand what

obligations, if any, derive from the offering of the assets,

bidding on the assets and the execution and delivery of a

letter of intent.

On the basis of the information provided in the confi-

dential information memorandum and the data room, the

bidders will be requested to make bids on the assets on or

before a specified date. Typically, the vendor will specify

that it is under no obligation to accept the highest bidder’s

offer or any offer in respect of the assets. It is common

for the vendor to request non-binding bids, indications

of interest or letters of intent wherein the purchaser is

asked to provide the basic terms of its proposed purchase

such as purchase price, effective date (if not already set

by the vendor) and specifically required conditions. In

some cases, the vendor may have provided a copy of the

form of sale agreement that shall be entered into and may

require comments in respect of it be submitted with the

purchaser’s bid. Once the vendor has received such bids, it

will then narrow down the bids and meet with the leading

prospective purchasers with a view to finalizing the terms

of each bid and ultimately selecting the winning bid.

Confidentiality AgreementsPrior to providing a copy of the confidential information

memorandum, data book and access to the data room,

the vendor will typically require a prospective purchaser

(herein, a “bidder”) to execute a confidentiality agreement.

Some of the key points to be negotiated in a confidentiality

agreement include:

Definition of confidential information. The vendor

and the bidder will have different goals in identifying what

is confidential information and what exceptions there are

to it. Obviously, the vendor will want as broad a definition

as possible and the bidder will want it as narrow as possi-

ble. Typically the following are exceptions to what is to be

treated as confidential:

One. Information already in the public domain or

which subsequently becomes part of the public domain

through no fault of the bidder;

Two. Information that was in the possession of the bidder

at the time the information was disclosed and not directly or

indirectly acquired under an obligation of confidence; or

Three. Information that was received by the bidder

from a third party who had not acquired it directly or indi-

rectly from the vendor under an obligation of confidence.

Use and disclosure of confidential information.

Typically the use of confidential information is limited to

use in evaluating a possible transaction and there will be a

prohibition against its use for any other purpose. In some

cases, a vendor may attempt to include a provision whereby

the bidder will hold such confidential information, and any

benefits arising from the improper use of it, in trust for the

vendor. Such an inclusion may raise the bidder’s obligations

to a fiduciary standard and, accordingly, a bidder may require

that such provision is excluded from the confidentiality agree-

ment. In addition, the confidentiality agreement will likely

specify what representatives of the bidder are permitted to

obtain such information and provide for an indemnification

from the bidder against improper use or disclosure by such

representatives. The agreement should provide that the bidder

may disclose confidential information if required to by law.


Restricted transactions. Where the vendor is publicly

traded, the confi dentiality agreement will likely prohibit any

negotiations, solicitations or agreements acquiring the secu-

rities of the vendor

or its affi liates

without the approval

of the vendor’s board

of directors. This

allows the directors

to assume control

over the ability of

the bidder to use the information obtained by it to acquire

shares or other securities in the vendor or its affi liates.

Survival of legal obligations. The survival period of

the confi dentiality obligation is a critical component.

Typically these are between 12 months and 24 months.

One purpose of the clause is to protect the successful

bidder who obviously does not want rival bidders to use

and disclose the information obtained through the data

room process, particularly given that the vendor will not

be concerned about disclosure of confi dential information

after closing.

Entire agreement/superseding clause. An additional

provision common to confi dentiality agreements is that no

contract or agreement between the bidder and the vendor

providing for a transaction is deemed to exist unless and

until a defi nitive agreement has been executed and deliv-

ered. It should be noted that this provision may have an

impact on the enforceability of any letter of intent which

the vendor and the purchaser execute and, accordingly, this

may need to be addressed in the letter of intent.

Letters of IntentOnce the vendor has settled on the basic terms of a

proposed transaction with a purchaser, the parties will

likely execute some form of letter of intent which will form

the basis of the formal purchase and sale agreement.

Typically the letter of intent will express the basic terms of

the transaction including:

◗ description of the assets and any specifi cally excluded

assets;

◗ purchase price with an allocation;

◗ effective date; and

◗ special conditions.

It is always a concern whether or not a letter of intent

constitutes a binding agreement and is therefore enforce-

able. Generally speaking there are three possible scenarios:

One. Non-Enforceable. Provided that a letter of intent

is properly drafted with the inclusion of conditions which

prevent the formation of a contract, it is possible to prevent an

agreement from arising. The distinction between a condition

which prevents the formation of a contract and a condition to

an obligation arising under a contract is very important. If it is

the intention of the vendor and purchaser to prevent an agree-

ment of purchase and sale to arise, or to prevent any other

contractual obligations fl owing from the letter of intent, the

parties may wish to include express language which states that

the letter of intent is not intended to be binding and there is

no agreement between the parties until a formal agreement

is executed. There are other less obvious circumstances where

it is possible that an agreement has not been formed such as

where there is a condition requiring negotiation, execution

and delivery of a mutually satisfactory agreement of purchase

and sale (i.e., “an agreement to agree”).

Two. Fully Enforceable. A binding agreement can

come into effect if the essential terms of the contract have

been agreed to and there are no conditions preventing the

formation of the contract. As noted above, the simple exis-

tence of conditions will not necessarily prevent a contract

from coming into effect as such conditions may simply

suspend the obligation to perform under the contract until

such condition is satisfi ed (this is illustrated by the numer-

ous conditions found in binding formal agreements of

purchase and sale). For example, vendor may have agreed

to sell to purchaser subject to purchaser obtaining all

required regulatory approvals. This type of condition does

not prevent the formation of a contract.


Three. Partially Enforceable. It may be that the letter

of intent does not represent an agreement of purchase

and sale (i.e., it is simply an agreement to agree) but does

contain enforceable obligations. Short of a letter of intent

actually forming a contract to sell and to buy between

the vendor and the purchaser, there are a number of

covenants which a purchaser may want a binding commit-

ment from the vendor. For example, letters of intent

almost always provide that the obligation to sell and to

purchase is subject to the execution of a formal agreement

and, therefore, will likely not be binding. However, the

purchaser may want a binding obligation imposed on the

parties to negotiate, execute and deliver the agreement of

purchase and sale in good faith. In addition, the purchaser

will likely wish to obtain an exclusivity or no shop provi-

sion whereby the vendor is prohibited from offering the

assets to third parties until a reasonable negotiation period

has passed. Accordingly, the purchaser may wish to take

care that key provisions of the letter of intent are in fact

enforceable even though no agreement respecting a trans-

action has been reached.

Once the letter of intent has been finalized, the vendor

and the purchaser will proceed to negotiate and execute

the agreement of purchase and sale which, along with

pre-closing, closing and post-closing considerations, will be

discussed in Part 4.

Part 4 – Sale Agreement To Closing

The Asset Purchase and Sale AgreementThe Asset Purchase and Sale Agreement is the means by

which the purchase and sale of assets takes place. It docu-

ments the respective rights and obligations of the parties

to each other, the process by which the assets are to be

sold and transferred and the pre-closing and post-closing

rights, obligations and liabilities of the parties. Typically,

this arrangement is documented in a formal Agreement of

Purchase and Sale (the “Sale Agreement”) which will be

discussed below in fairly broad terms.

Defined Terms. One key element of the Sale Agree-

ment is the defined terms section and specifically those

defined terms which identify the assets to be sold and

purchased thereunder. Too often, vendors and purchasers

rely upon conventional definitions without careful consid-

eration of this issue with the result that the Sale Agreement

fails to adequately address the inclusion or exclusion of

specific assets. This is particularly important in circum-

stances where shallow or deep petroleum and natural gas

rights or facilities are being retained and where there are

assets to be sold which are not directly related to the petro-

leum and natural gas rights or tangibles. For example, the

parties should specifically address whether or not propri-

etary seismic, vehicles and loose equipment and materials

and production sales and transportation contracts form

part of the assets or do not.

Deposits. A typical Sale Agreement will require the

purchaser to deliver a deposit as security for its obligations

thereunder and provide that if the purchaser wrongfully

fails to close, the vendor shall be entitled to retain the

deposit and interest accrued thereon “as a genuine pre-esti-

mate of liquidated damages and not as penalty”.

Some recent Alberta judicial decisions have revisited the

question of the enforceability of such deposit forfeiture

mechanisms in circumstances where a purchaser of assets

has repudiated the Sale Agreement by wrongfully not clos-

ing the transaction. This case law confirms that notwith-

standing such wording, the courts will examine whether or

not the circumstances of the deposit constitute a penalty.

If it is determined to be a penalty, such provision will be

deemed unenforceable and the vendor will be entitled to

collect only the actual proven damages it suffered from the

purchaser’s repudiation. Accordingly, while it is prudent

for a vendor to ensure that such wording is included in

the Sale Agreement, it will not necessarily be definitive of

the issue. Conversely, a purchaser may wish to expressly

provide that it is not liable for any damages over and above

the deposit and wording to this effect should be effective to

prevent any such additional damages.


Conditions Precedent. Part 3 of this Article mentions

conditions which prevent the formation of a contract and

conditions to an obligation arising under a contract.

Conditions precedent utilized in a Sale Agreement are condi-

tions to an obligation; the obligation being that of the vendor

to close on the sale of the assets or that of the purchaser to

close on the purchase of the assets. Typically, each party will

attempt to minimize the other party’s conditions thereby

minimizing its risk that either party will abort the transac-

tion. However, this is somewhat limited by the fact that it has

become customary that such conditions largely be reciprocal.

In some cases, distinct from any expressly provided for title

and due diligence mechanisms, the purchaser may be able

to negotiate in conditions in respect of its satisfaction with

material contracts, the condition of tangibles, surface rights,

and environmental damage or contamination.

Due Diligence Mechanisms. In addition to condi-

tions to close, a Sale Agreement will typically contain due

diligence mechanisms with respect to title due diligence (i.e,

due diligence in respect of reserves ownership as discussed in

Part 2) and sometimes environmental due diligence. Rarely

does a Sale Agreement contain mechanisms in respect of

the other due diligence components as discussed in Part 2

(i.e., surface rights, facilities, material contracts and accounts

review and equipment and facility inspections). Accordingly,

should a purchaser require such due diligence, it should

either ensure that it has completed it prior to executing the

Sale Agreement or obtain some means whereby it can ensure

that it is satisfied with such review prior to being obligated

to close. To a certain extent, and subject to my comments

below, the purchaser may be able to obtain comfort in

respect of these matters, in addition to or in lieu of conduct-

ing actual due diligence, by obtaining appropriate represen-

tations and warranties from the vendor.

Representations and Warranties. Representations

and warranties are a means of allocating some of the risk to

the vendor, however, the purchaser should be very cautious

about substituting due diligence on the assets for repre-

sentations and warranties as they will not cover all of the

issues to be addressed by a due diligence review and are of

limited value once closing has occurred in that they merely

give the purchaser a cause of action but no guarantee of

a judgment and successful collection on such judgment.

If utilized properly, they can provide the purchaser with a

useful condition to close in that where its review in respect

of a represented matter indicates that the representation is

materially inaccurate, purchaser can utilize the non-satis-

faction of the condition that the vendor’s representations

be true at closing to terminate closing or threaten such

termination in order to renegotiate the terms of the sale

with the vendor. This will be valuable in circumstances

where the misrepresentation is significant to the transac-

tion and affects the purchaser’s goals and bid factors as

outlined in Part 1. However, this is of limited value given

that purchaser will have made significant expenditures of

time, money and energy and may have press released the

existence of the pending transaction, and accordingly it

will not wish to waste such efforts or incur negative public-

ity by terminating the transaction for anything less than a

significant discrepancy.

Indemnities. The typical practice in Sale Agreements

is for the purchaser to provide the vendor with a broad

indemnity with respect to the assets and anything pertain-

ing thereto from and after the effective date (or alterna-

tively the closing date) of the transaction. In addition, the

purchaser will assume responsibility for and indemnify the

vendor in respect of any and all reclamation and abandon-

ment obligations and any environmental liabilities, regard-

less of whether they existed or accrued before, on or after

the effective (or closing) date. The purchaser indemnity is

typically unlimited by time and in quantum of damages

that could be suffered by the vendor.

There are basically two approaches to vendor indem-

nities. The more common approach today is for the

vendor to only indemnify the purchaser for any liabilities

as a result of the inaccuracy or untruthfulness of any of

its representations and warranties and the purchaser will

provide a reciprocal indemnity for its representations and


warranties. This type of indemnity likely does not give

either vendor or purchaser significantly greater rights or

remedies than it already had at common law by virtue of

a breach of representation and warranty cause of action;

however, depending upon how it is worded, it may have

some benefits in terms of the breadth of remedies or

damages which the indemnified party can seek and as to

whether or not such party may have to prove reliance upon

the inaccurate representation or warranty.

The other approach is for the vendor to indemnify the

purchaser with respect to any liabilities accruing in respect

to the assets prior to the effective date excluding anything

relating to vendor’s title to the assets and excluding liabili-

ties in respect of land reclamation obligations and environ-

mental matters. Conceptually anyway, this is potentially

broader than the indemnity given by the vendor in respect

of the representations and warranties and may provide the

purchaser with some additional recourse against the vendor

in the event that it suffers some loss in respect of a matter

not covered by vendor’s representations and warranties.

In most circumstances, vendor indemnities will

be limited by time (12 month survival), by quantum

(amount not more than purchase price) and by type of

damages (excluding consequential and punitive damages

and business losses). A vendor may seek two additional

means by which to reduce its potential liability for losses

suffered by the purchaser. Firstly, the vendor may attempt

to require a threshold be reached before the purchaser

can make a claim for any losses. Secondly, the vendor

may attempt to make the amount of such threshold a

deductible so it is only liable for amounts of losses over

and above the threshold amount. These matters are often

negotiable and will depend upon the existing transaction

climate (vendor or purchaser favourable) and how signifi-

cant the issue is relative to vendor’s retention value and

purchaser’s price model.

Negotiation of Sale Agreement. What is an effec-

tive and useful Sale Agreement in one transaction will not

necessarily be effective in another transaction given dispari-

ties in material elements of such transactions and the assets

involved. As alluded to in Part 1, obtaining a reasonably

thorough understanding of the assets and elements of the

transaction is extremely valuable to effectively negotiate the

terms of the Sale Agreement. It will assist in assessing the

relative importance of various issues and in ensuring that

vulnerabilities under the Sale Agreement are limited to the

less important elements of the transaction. Accordingly,

a seasoned negotiator will take advantage of his or her

knowledge of the transaction and assets to ensure the Sale

Agreement contains the provisions necessary to achieve

his or her side’s key goals while sacrificing position on less

relevant terms.

Pre-Closing, Closing and Post-Closing ConsiderationsPre-Closing Consents and Approvals. There are a

number of pre-closing governmental or quasi-governmen-

tal approvals the parties may be required or otherwise wish

to obtain prior to closing, including:

◗ Competition Act (Canada): Required for notifiable

transactions which is based upon (i) size of the

parties (the parties and their affiliates have combined

Canadian assets or combined gross annual revenues

from sales greater than $400 million) and (ii) size

of the transaction (the aggregate value of Canadian

assets being acquired or gross annual revenue from

sales therefrom is greater than $50 million).

◗ Investment Canada Act (Canada): A transaction is

reviewable or notifiable that involves the acquisition

of control of a Canadian business by a “non-Cana-

dian” if it is a “direct acquisition” (i.e., acquisition of

all or substantially all of the assets or majority of the

shares of an entity carrying on business in Canada)

where the value of such assets are equal to or greater

than $237 million (assuming purchaser is a defined

World Trade Organization investor).


◗ AEUB (LLR) Well License Transfer (Alberta):

In some circumstances, the parties may wish to cause

the transfer of well licenses from the vendor to the

purchaser prior to closing to ensure such issue is

addressed to each party’s satisfaction prior to clos-

ing. Satisfactory arrangements will likely be required

to address concerns regarding how such transfer is

reversed if closing does not occur.

In addition to the foregoing approvals and consents and

any applicable rights of first refusal, the parties may wish

to attempt to obtain third party consents to the proposed

assignment of material contracts. Typically, consents in

respect of standard industry agreements are not obtained

until after closing; however, certain particularly material

contracts and certain circumstances may warrant address-

ing this consent issue in advance of closing.

Interim Operations. Sale Agreements typically have

provisions which address how the vendor is to maintain the

assets from the execution of the Sale Agreement until clos-

ing. The parties will need to consider how much discretion

and influence each has with respect to:

◗ notices, operations and approval of operations

including associated expenditures and expenditure

limits;

◗ rights of first refusals that accrue to the vendor

during such period;

◗ emergency situations; and

◗ contract continuation, renewal amendment and

termination.

Post-Closing Transition. Similar to the above, vendor

will typically be required to provide agency services until

such time as the purchaser is properly novated into the

title documents and accordingly hold such assets as trustee

for the purchaser. Typically, purchaser will provide vendor

with an indemnity for acting in such capacity and, in turn,

vendor will carry out the lawful instructions of the purchaser.

In some cases, vendor may provide additional accounting,

administrative and operational services and these services may

be provided for an additional fee to be paid by the purchaser

for a specified period of time beyond closing.

Specific Conveyances. Typically it is vendor’s respon-

sibility to prepare all specific conveyances and, in an ideal

situation, table such conveyances to purchaser for execu-

tion and delivery at closing. In very large transactions

where numerous specific conveyances are required, this is

not always practically possible and, accordingly, convey-

ances are sometimes prepared and delivered post-closing.

Typically, registration and circulation of such convey-

ances is for the account of purchaser and it is a matter of

negotiation between vendor and purchaser as to which

party will be responsible to carry out such registration and

circulation. Vendors often wish to control all or part of this

process to ensure that it is completed in a timely fashion.

In part, this will depend upon the respective abilities of

vendor and purchaser to complete such matters.

Craig Spurn

©2004 Blake, Cassels & Graydon LLP

This four-part article on the anatomy of an oil and gas deal appeared earlier this year in consecutive editions of the Canadian Association of Petroleum Landmen’s publication, The Negotiator. Thank you to Craig Spurn and Lynn Spencer for providing permission to re-print.


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March 08, 2005 February 26, 2005 @ 04:30pm

Location & Lunch Duration & Check-in Time

Rotary House located at the North end of the Big Four Building Stampede Grounds – Victoria Park/Stampede LRT Station or Parking $7.00

08:30 am – 04:30 pmCheck-in begins 1/2 hour prior to start

Member Fee Non-Member Fee

$315.65 ($295.00 + $20.65 GST) $401.25 ($375.00 + $26.25 GST)

DescriptionWhen it comes to land administration, the effective

communication with clients is of primary and utmost

importance. Scientific research has demonstrated that

miscommunication is more likely to occur when the client

is of the opposite gender due to fundamental differences

in thinking and conversational styles of men and women.

This course will give you strategies and techniques on how

to communicate better with the other gender in work and

everyday life. Understanding gender differences between

men and women can lead to better communication,

creativity and harmonious relationships. In this seminar,

you will:

◗ Explore the latest scientific research on brain differ-

ences between men and women and the ramifica-

tions of these differences on perceptions, priorities

and behaviours.

◗ Examine the critical differences between men and

women in thinking, problem solving, decision-

making, conflict resolution and communication styles.

◗ Identify your own “brain software” preference, its

benefits and challenges and what you can do to

upgrade it.

◗ Learn how to overcome common sources of misun-

derstandings, promote harmony and gain influence.

◗ Evaluate your own skills in reading body language.

◗ Expand your own repertoire of body language skills,

especially those unique to the opposite gender.

Target AudienceIndividuals wishing to improve their communication skills,

especially with those of the opposite gender. This seminar

also gives you valuable insights into how to gain rapport

and create harmonious relationships not only in work, but

also in your everyday life.

InstructorDr. Sonia Herasymowych is principal of Self Energetics,

a consulting firm that assists organizations and teams in

developing high performance by incorporating diverse

ways of thinking. Her academic qualifications include

receiving a BA Honours in Chemistry and MSc in Physical

Chemistry and a PhD in Biochemistry. She is a certified

practitioner in Myers-Briggs Type Indicator (MBTI)(r) and

the Herrmann Brain Dominance Instrument (HBDI)(r).

In addition to her private practice, she is an associate of

MHA Institute Inc., Calgary. She is noted for her dynamic

presentations on the use of science in everyday life.

Resolving ConflictCourse Date(s) Registration Deadline

March 15, 2005 March 5, 2005 @ 04:30pm





$267.50 ($250.00 + $17.50 GST) $347.75 ($325.00 + $22.75 GST)


DescriptionThis one-day workshop deals with the causes and effects

of interpersonal conflict, with particular emphasis on

the dynamics of conflict, conflict resolution styles and

the cycle of conflict. Participants begin by examining

how they currently handle interpersonal conflict, learn a

model for collaborative communication and then through

case studies and role-playing, consider a broad range of

skills, approaches and techniques useful in solving inter-

personal disputes.

Target AudienceSenior, Intermediate and Junior personnel interested in

improving their skills at managing conflict to achieve posi-

tive outcomes.

Instructor(s)Alberta Arbitration & Mediation Society – Barbara McNeil,

B.Sc. M.A. C.R.C. (Justice Institute)

Barbara is a Chartered Mediator and Trainer in conflict

resolution, mediation and communication skills with

experience in commercial, contract, estate, organizational,

community and police issues.

Administration of EUB Guide 56Course Date(s) Registration Deadline

April 20, 2005 April 10, 2005 @ 04:30pm





$133.75 ($125.00 + $8.75 GST) $219.35 ($205.00 + $14.35 GST)

DescriptionThis half-day course provides an understanding of EUB

Guides 56 and 60 and how they affect various aspects of

surface land acquisition from an administrative perspective.

Target AudienceSurface Land Administrators or others who require an

understanding of the administration process pertaining to

EUB G56 regulations.

InstructorsR.G. (Bob) Leitch – Antelope Land Services Ltd.

Bob has experience in contract drilling in Alberta, oilfield

servicing in Northern British Columbia and agricultural

experiences obtained from farming operations in South-

ern Alberta. Bob studied Economics at the University of

British Columbia and joined Antelope Land Services in

1985. His land experience includes Surface and Mineral

Right’s acquisitions in Alberta, Saskatchewan and British

Columbia; Alberta Surface Rights Board & AEUB Hear-

ing preparation and attendance; AEUB Guides 56 & 60

compliance; and extensive experience with Sustainable

Resource Development Applications. He currently works

with and is a partner of Antelope Land Services Ltd.

Calgary/Canmore Course & Field TripCourse Date(s) Registration Deadline

May 05, 2005 April 25, 2005 @ 04:30pm


Heritage Park Overflow ParkingSW Corner of Heritage Drive and 14 Street SW



$444.05 ($415.00 + $29.05 GST) $444.05 ($415.00 + $29.05 GST)

What to BringSouthern Alberta’s weather can be beautiful, and, in a

matter of hours, it can get ugly. Bring a hat, sunglasses,

sunscreen and a daypack complete with some warm

weather clothing, wind jacket and rain gear. Remember

your camera and/or camcorder.


Bad Weather NoteIf weather is too disagreeable you will be contacted the evening

before if the date is to change (please provide your home or

cellular telephone number on your registration form).

DescriptionThe course/field trip begins in Calgary, proceeds to Turner

Valley, passes through the foothills and ends in Canmore

prior to returning to Calgary. En route, participants learn

the basics about exploration/exploitation geology, geophys-

ics and engineering – how oil and gas reserves are found,

extracted and marketed – as well as gaining insight into the

history of the petroleum industry and the impact changing

technology has had throughout the years. From outcrop to

discovery well site, from oil pool to sour gas pool, partici-

pants are taken to some of the very spots that changed

Alberta’s history. By days end, participants will understand

the basics of rock and reservoir types, seals, traps, explora-

tion/drilling methodologies, processing, transportation and

play economics. Aside from the technical and economi-

cal aspects of the industry, participants will also gain a

comprehensive insight into the historical and present day

economic importance of the oil and gas industry within

the economy of Alberta and Canada. Tours depart from

Calgary at 8:00 am and return at 9:00 pm.

Target AudienceThis one day course/field trip is designed for:

1. oil company non technical staff (legal, land,

accounting, support personnel) and less experi-

enced technical individuals,

2. oil industry support companies (legal, service

sector, etc.) and

3. any group interested in learning about the oil

industry in Alberta.

Instructor(s)Alberta Geo History Tours Inc. provides a Professional

Geologist to guide participants through this field trip.

Notice of Assignment – NoviceCourse Date(s) Registration Deadline

May 10, 2005 April 30, 2005 @ 04:30pm





$160.50 ($150.00 + $10.50 GST) $240.75 ($225.00 + $15.75 GST)

DescriptionTopics covered include the history of, and review of, the

Industry Agreement, the Assignment Procedure, Amend-

ing Agreement and the Notice of Assignment. Attendees

will be provided with some specific work related exercises

which will provide a hands-on approach to the use of the

Notice of Assignment. A comprehensive binder will be

provided for each participant.

Target AudienceRecommended for individuals who are new to the Notice

of Assignment procedure and would like to gain an under-

standing of the assignment process.

Instructor(s)Curt Hamrell – Land Consultant

Curt has been working within the Oil and Gas Indus-

try since 1981. He has a Petroleum Land Management

Degree. His 20 plus years of Land experience includes

Land Administration Contracts, A&D, Mineral Leases,

Mineral Negotiations and maintenance of various Land

Systems. Curt is currently consulting at Canadian Natural

Resources and has been a CAPLA Education Commit-

tee Volunteer since April 2002. He supports the CAPLA

Education DACUM Process, 5 year Education Plan and

Curriculum Development Program. Curt is also affiliated

with CAPL, as an active member he also has volunteered

on the CAPL Membership Committee.


Notice of Assignment – AdvancedCourse Date(s) Registration Deadline

May 10, 2005 April 30, 2005 @ 04:30pm



01:00 pm – 04:30 pmCheck-in begins 1/2 hour prior to start


DescriptionAn overview of the assignment process will be presented

followed by various NOA related exercises. This will

provide the user with hands-on experience and ensure the

correct application of the assignment process. A compre-

hensive binder will be provided for each participant.

Target AudienceRecommended for individuals who have worked with

the Notice of Assignment, have an understanding of the

assignment process, wish to further their knowledge and/or

individuals who have taken the Notice of Assignment

Novice course.

Instructor(s)Curt Hamrell – Land Consultant

Curt has been working within the Oil and Gas Indus-

try since 1981. He has a Petroleum Land Management

Degree. His 20 plus years of Land experience includes

Land Administration Contracts, A&D, Mineral Leases,

Mineral Negotiations and maintenance of various Land

Systems. Curt is currently consulting at Canadian Natural

Resources and has been a CAPLA Education Commit-

tee Volunteer since April 2002. He supports the CAPLA

Education DACUM Process, 5 year Education Plan and

Curriculum Development Program. Curt is also affiliated

with CAPL, as an active member he also has volunteered

on the CAPL Membership Committee.

Third Party Surface AgreementsCourse Date(s) Registration Deadline

May 11, 2005 May 1, 2005 @ 04:30pm





$187.25 ($175.00 + $12.25 GST) $272.85 ($255.00 + $17.85 GST)

What to BringParticipants are encouraged to bring their own samples and

questions, which will be discussed if time permits.

DescriptionTopics covered will include an overview of the various

types of agreements in use, the legislation governing them

as well as a practical hands-on workshop on how to use

these agreements. Additional topics include an overview of

standard requests and how to process such requests.

The course will also discuss the use of CAPLA’s Master

Road Use Agreement.

Target AudienceIndividuals who deal directly with Third Party Surface

Agreements, requests for Third Party Surface Agreements

and Crossing Agreements.

Instructor(s)Dave Grzyb – Senior Technologist

Dave has over 15 years experience working in various facets

of the Resource Industry, and has worked in the Produc-

tion Operations Group of the Energy and Utilities Board

for three years. Dave is involved with issues arising from

pipeline work, such as materials specification, hydrostatic

testing, corrosion and integrity assessment, crossing agree-

ments of orphaned pipelines, and landowner queries.


Karen Riep – D.R. Hurl & Associates

Karen has over 20 years of Administration and Agent expe-

rience in all aspects of surface land, from rights acquisition

through to abandonment and reclamation. She has previ-

ously owned and operated two surface land companies

and, as Surface Land Coordinator, currently oversees the

daily operations of the surface land department at Comp-

ton Petroleum Corporation. Karen holds a Land Agents

Licence and is active in several industry associations, past

Chairman of the Field Management Committee for CAPL

as well as involvement in the Alberta Association of Surface

land Agents and CAPLA.

Reading Survey Plans WorkshopCourse Date(s) Registration Deadline

May 25, 2005 May 15, 2005 @ 04:30pm





$240.75 ($225.00 + $15.75 GST) Complimentary

This is a CAPLA Members Only course.

What to BringAttendees will tour a completed wellsite (not drilling). Please

dress appropriately for weather conditions ensuring warm

clothing and hiking boots or similar footwear is worn.

DescriptionThe in-class portion of this course will provide the

information required to read and interpret survey plans

correctly to ensure all required consents and agreements are

identified. The field trip will enable attendees to gain valu-

able field experience and bring the survey plan to “life”.

Target AudienceJunior to Intermediate Surface Land Personnel and Interim

Land Agents.

Instructor(s)Mark A. Selander – McElhanney Surveys, Edmonton AB

Mark has over 23 years experience as a Surveyor in the

oil and gas industry. His assignments have taken him all

over the world, both on land and the high seas. He was

commissioned as an Alberta Land Surveyor in 1988 and

presently lives and works out of Edmonton, Alberta.

e-Tenure UpdatePhase One of the e-Tenure initiative, e-Transfers,

was implemented on March 31, 2004 and became

mandatory on January 1, 2005.

Phase Two, entitled e-Postings, will be imple-

mented on March 30, 2005.

◗ Volunteer companies took part in a Pilot Project

for the January 5-18, 2005 posting request

acceptance period.

◗ Overview and hands-on training will take place

during February and March 2005. Please refer

to the website (www.caplacanada.org) under the

heading “Announcements” for more information

about training sessions.

◗ e-Postings is mandatory, so faxed or mailed

posting request forms received on or after March

30, 2005 will be returned to the submitting

company.

Phase Three is e-Bidding and is scheduled for

implementation in March 2006. The e-Bidding

working group will begin planning and develop-

ment in April 2005. Please contact Brenda Allbright

([email protected]) or Retha Purkis

([email protected]) if you would like to be a

part of this group.


GROUP BENEFITS REMINDER

EVERYONE BENEFITS!

CAPLA has arranged for its

members to be eligible to

belong to a comprehensive

benefits program, including:

Group Life

Dependant Life

Accidental Death & Dismemberment

Long & Short Term Disability

Extended Healthcare

(Major Medical & Prescription Drugs)

Vision Care

Dental

Health Spending Account

These benefits are available to you as a CAPLA Member, and in addition to the benefits listed

above, CAPLA members can feel free to contact Dann Kepford for quotations for personal/

corporate life insurance, disability and critical illness quotations. Dann is a broker and can

obtain quotes for the entire insurance market.

Please contact: Dann Kepford @ (403) 264-6690

GroupInsurance Program

AUTO – HOME – COMMERCIALVACATION AND REVENUE

PROPERTIES

LOW PREMIUMSSUPERIOR COVERAGE

Authorized Brokers for CAPLA Members

Contact:Kathy Findlay or Dianna Suttie

Phone 403-255-2876

www.fma-ins.com

Email: [email protected]: [email protected]

100, 6001 – 1 A Street SWCalgary, Alberta T2H 0G5


CAPLA Management/Supervisor Roundtable

The fi rst forum for Land Administration managers

and supervisors was held on the morning of

December 7, 2004 in a Roundtable format.

Petro-Canada was pleased to provide a Conference Room

at Petro-Canada Centre for this session. Invitations were

sent to all CAPLA members who have their discipline in

the CAPLA Roster indicated as Management/Supervisory.

There were 41 members from various sized companies in

attendance. Thank-you to Karen Behar, Human Resources,

from Husky Oil Operations Limited for volunteering her

time as the session facilitator and the following Roundtable

facilitators who navigated the discussion on the topics at

each table:

Jim Wickens Husky Oil Operations Limited

Linda Bernier EnCana Corporation (and CAPLA

Advisory Council member)

Brenda Allbright Alberta Energy (and CAPLA Advi-

sory Council member)

Bonnie-Lynn McLaren Canadian Natural Resources

Limited (and CAPLA Advisory

Council member)

Lisa Regan Burlington Resources Canada Ltd.

Jonathan Chapman Legacy Land and Title Ltd. (and

CAPLA Advisory Council member)

Curt Hamrell Hamrell Consulting Ltd.

This session focused on Human Resource Manage-

ment with the main topics being Recruitment, Train-

ing and Retention and to confi rm some issues that have

been identifi ed during Education planning. The keynote

speaker, Rick Davidson from Human Resources at EnCana

Corporation, set the tone for the morning with a presenta-

tion on the issues, challenges and trends faced by compa-

nies attracting, developing and retaining employees.

The 41 participants were placed into seven groups.

These groups were determined by individual years of

experience in land, size of company and land discipline.

This was done to help ensure a reasonable cross section of

industry was represented within each group.

The groups tackled the topics of Recruitment and Train-

ing by identifying challenges and then determining potential

best practices. Retention was approached from a non-fi nan-

cial perspective and the groups shared their best practices.


A common Recruitment challenge identified was

hiring the right person for the job. This would encom-

pass an individual who would thrive in the corporate

culture and possess the appropriate blend of technical and

non-technical skills. A few suggested best practices were

ensuring the interview had a balance of technical and non-

technical questions to draw out the candidates experiences,

conducting team interviews and promoting from within.

A common Training challenge identified was a lack

of time and resources needed to conduct a comprehensive

training program. There was also discussion concern-

ing the current education courses available and if these

courses were meeting the needs of industry. Some of the

suggested best practices were using individuals within the

organization that can act as a mentor, ensuring procedures

are current and readily accessible, working with educa-

tional institutes to influence curriculum development and

conducting internal lunch and learn sessions.

Some of the Retention best practices that were shared

by the group included providing timely and consistent

feedback, recognizing individual accomplishments, main-

taining communication and supporting a collaborative

work environment.

This was an excellent forum for Land Administration

managers and supervisors to bring forward their issues,

observations and challenges, as well as presenting some

best practices. It was also a great opportunity to meet

peers and confirm that they are all sharing similar issues

and concerns. Significant interest and positive feedback

was received for future sessions on a bi-annual basis with

a CAPLA Management/Supervisory Conference to be

held late Spring 2005. Please ensure that your discipline

is updated in the CAPLA Roster to indicate Manage-

ment/Supervisory so that you are not missed on invita-

tions for future sessions.

Submitted by the CAPLA Management/Supervisory

Roundtable Committee: Rhonda Aiello, Jim Wickens,

Lisa Regan and Verna Moodie

Upcoming CAPL CoursesFor registration or more information on these or any other CAPL seminar, please contact the CAPL office at 237-6635, fax 263-1620 or e-mail [email protected]. Visit our website www.landman.ca for the full calendar of seminars

Alberta Limitations ActFebruary 22, 2005 8:30 a.m. to 12:00 p.m.

This seminar is suitable for personnel in all aspects of

the oil and gas business looking for a better understand-

ing of the Limitations Act.

Fee: CAPL Member $175.00 plus GST

Non-Member $225.00 plus GST

Economic Considerations For Land DealsFebruary 23 & 24, 2005 8:30 a.m. to 4:30 p.m.

This seminar is intended for Senior Landmen and

individuals involved in conducting project economic

evaluations. The emphasis is on the use of economics to

assist in the structuring and evaluating of land deals.



Drilling And Production OperationsFeb. 28 & Mar. 1, 2005 1:30 p.m. to 4:30 p.m.

This seminar will give a non-technical overview of

oilfield operations in Western Canada. The major

topics of drilling, well completion, and production

operations will be covered.




Freehold Mineral LeaseMarch 3, 2005 8:30 a.m. to 4:30 p.m.

This seminar is intended for industry personnel who

require a detailed knowledge of freehold mineral rights.



Selected Developments In Oil & Gas LawMar. 4, 11 & 18, 2005 8:30 a.m. to 12:00 p.m.

The seminar is suitable for personnel in all aspects of

the oil and gas business, especially, those involved in the

acquisition and administration of oil and gas lands, leases

and other interests.


Non-member $650.00 plus GST

Understanding Oil & Gas Startups – Part IIMarch 8, 2005 8:30 a.m. to 4:30 p.m.

This seminar is targeted for more senior personnel of

all disciplines within the industry that have an entre-

preneurial spirit.



ROFR Law – Overview In Practical IssuesMarch 10, 2005 8:30 a.m. to 12:00 p.m.

This seminar is suitable for the “go to” people in their

organizations for ROFR issues.



EthicsMarch 22, 2005 1:00 p.m. to 4:30 p.m.

All interested land personnel, P.Land holders who require

re-certification and all prospective new CAPL members.



A Practical Guide To Title ReviewMarch 24, 2005 8:30 a.m. to 4:30 p.m.

This seminar is intended for landmen and other indus-

try personnel who are responsible for conducting due

diligence reviews and rectifying title deficiencies when

acquiring assets.



Conventional Exploration AgreementsMarch 31, 2005 8:30 a.m. to 4:30 p.m.

This seminar is intended for those landmen, contract

analysts and administrators requiring an introductory

understanding of conventional exploration agreements.



Don’t Miss These Upcoming Courses:CAPL Operating Procedure – Apr. 13&14, 2005

Fundamentals of Oil & Gas Law – Apr. 25&26, 2005


For details and registration information please visit the Events Page on the CAPLA web site at www.caplacanada.org.

Events CommitteeCommittee Members

Joanna Pelletier – Director

Mark Flaherty Jenna Scott Katerina Gilbert Bev Curley

Shelley McInnis Debra Wade Shannon Facey Shyanne Woroniuk

The Events Committee is responsible for organizing Breakfast, Lunch and Dinner Meetings. Our committee also

plans quality-networking opportunities through social functions in an enjoyable and fun environment.

Membership feedback is welcome and encouraged;

suggestions and comments from our members assist us in the planning of CAPLA events.

Some examples of feedback are:

• Types of topics addressed at the meetings

• Speakers you are interested in hearing from

• Types of events

• Feedback/suggestions on current events or meetings

We encourage you to contact anyone on the Events Committee with feedback or questions. The names are listed

above and their contact information can be found on the CAPLA website at www.caplacanada.org.

JANUARY

Lunch Meeting

FEBRUARY

Breakfast Meeting

MARCH

Dinner Meeting – AGM

CAPLA/IRWA Ski trip

APRIL

Breakfast Meeting

Golf Clinic Starts

MAY

Dinner Meeting

(Management Night)

Monda y Night

Golf League Begins

JUNE

CAPLA/CAPL Family Day

at the Calgary Zoo

CAPLA Golf Tournament

CAPLA/CAPL Pre-stampede Party

JULY

No scheduled Events

AUGUST

Monday Night Golf League Ends

SEPTEMBER

CAPLA/IRWA Wine Tasting

Dinner Meeting

OCTOBER

No scheduled Events

NOVEMBER

Dinner Meeting

DECEMBER

CAPLA Christmas Cheer

Upcoming Events For 2005


Saskatchewan Land Registry– Online Submission Tool

Conducting some Land Titles transactions in Saskatch-

ewan will soon become easier and faster with less

chance of error. Information Services Corporation

of Saskatchewan (ISC), the Crown Corporation responsible

for Saskatchewan’s Land Registry, is creating a method for

customers to submit transaction information online that will

provide real-time validation of data.

With an objective to greatly increase the accuracy of

information that enters the LAND System, ISC will be

creating an Online Submission tool as an alternative to

the current packet submission methods that will result in

decreased rejections, faster packet preparation time and is

expected to improve

processing times.

“This project is

the most signifi cant

initiative currently

underway at ISC,” says

Mark MacLeod, ISC

President and CEO.

“We’ve done extensive

work around opportu-

nities to improve our business processes and as a result, the

Online Submission Project has been implemented to have

a considerable positive impact on both customers of ISC

and the corporation itself.”

ISC will be implementing Online Submission (OLS) in a

phased approach, with the fi rst phase slated for implementa-

tion by summer of 2005 and focusing on the most common

transactions in the LAND System: transfers, interest registra-

tion and discharges and transforms. Phase two, slated to begin

later in 2005, will include interest assignment and amend-

ment capabilities among other transactions.

OLS will support easing the process of large volume

transactions, including an easy process for multiple title

setups, capacity to assign digital copies of authorizations

and attachments across multiple packets and applications

within the system, as well as the ability to create templates for


common transactions to prevent

rework during preparation.

The new application

includes a management system

of all packets in draft, pending,

registered and rejected status.

If rejected, users will have the

ability to simply make correc-

tions to a copy of the rejected

packet and submit it again

online under a new packet

number. OLS also brings value

by identifying errors in specifi c

fi elds through validation with

the LAND database throughout

the packet creation process to

prevent potential errors and rejections.

To ensure business and functional requirements of

customers are met, including those of the oil and gas industry,

a customer advisory team has been working closely with ISC

throughout the development of the application. Husky Energy

provided industry input to the team, which was made up of

representatives from various stakeholders, with the services of

Jonathan Chapman of Legacy Land and Title Company Inc.

“It is obvious that ISC is committed to making

this tool work for users of the system,” said Chapman.

“Industry will see further value from OLS in the next

phase of implementation, and I compliment ISC in their

efforts to ensure this tool meets customer needs and is

easy to use.”

The launch and implementation of the new Online

Submission tool is an initiative that has received detailed

attention. “Although using OLS is not mandatory and is

not a signifi cant change in current concepts,” said Kim

Coppola, ISC Customer Relationship Manager, “ISC will

be very diligent in ensuring that we can help users prepare

their work environments for OLS to ensure that our

stakeholders are able to use the tool to complete their work

faster and more accurately.”

“In the coming months,

we will communicate through

various channels the recommen-

dations and requirements for

work environments to use the

OLS, such as the requirement

of high-speed internet access as

well as the recommendation to

scan authorizations and attach-

ments to realize the full poten-

tial of the system.” ISC will also

make training available to users

by providing self-guided and

classroom training in Calgary

sometime in the spring.

ISC is looking to fully real-

ize the advantages of an online Land Titles system and the

new Online Submission tool will allow land administrators

and all users of the system to complete their transactions

faster, easier and more accurately.

Be sure to visit ISC.ca in the months to come to

receive updates and details regarding the launch of OLS or

sign up to receive E-Mail Notifi cations for the latest infor-

mation on this initiative.

Jason Fiske

Marketing/Communications Consultant

Information Services Corporation of Saskatchewan

Speaker NotesLuncheon Meeting of January 24, 2005Please see the CAPLA website for Kim Coppola’s excellent

presentation on “What ISC is Doing to Address the Needs of

the Oil and Gas Sector.”

ISC will be implementing

Online Submission (OLS) in

a phased approach, with

the fi rst phase slated for

implementation by summer

of 2005 and focusing on the

most common transactions

in the LAND System


Asset Management Education Initiative

CAPLA has been the initial sponsor of a new Asset

Management education initiative that began

with the presentation of a CAPLA 5 Year Educa-

tion Plan to the CAPLA Board of Directors. Upon the

recommendation of the board, a steering committee was

formed to facilitate the kick-off and implementation of

the initiative. Phase 1 was completed in December and it

included a high level strategic plan with vision and mission

statements, objectives, goals, action plans and an informa-

tion brochure. A presentation was given at the CAPLA

Manager/Supervisor Roundtable held on December 7th

and it was very well received.

CAPLA fully funded Phase 1, however, the steering

committee is looking for funding to begin and complete

Phase 2 of the initiative. Phase 2 will include the devel-

opment of bylaws, governance structure, business plan,

budgets, marketing, communication and fundraising plans.

Phase 3 will include presenting the initiative to senior

management within the industry and seeking their support

and funding of the development of asset management

learning modules.

For further information please click the following link

to view an information brochure.

◗ http://www.caplacanada.org/bb_asset_management.php

If your company would be interested in providing funds

for Phase 2, or if you have further questions, please contact

Gale Breen at (403) 651-1760 or [email protected].

Vision Statement“To be recognized as the centre of excellence in support

of Asset Management skills development for the energy

industry”

Mission StatementA non-profi t and independent society infl uencing and

motivating Asset Management skills development for the

energy industry by:

◗ Developing potential learning strategies and career

paths for Asset Management personnel

◗ Developing and maintaining the currency of learn-

ing modules and associated materials

◗ Providing learning modules and associated materi-

als to various education providers

◗ Establishing standards for instruction for the

learning modules

CAPLA information at a glance

UPCOMING EVENTS:March 4th

CAPLA/IRWA Ski Trip

March 17thNEXUS Deadline for the April Issue

March 23rdCharity Night at the Food Bank

March 30the-Postings are Mandatory

February Breakfast MeetingDate:

February 28, 2005

Registration Deadline:February 21, 2005

Location:Calgary Petroleum Club

Time:7:30 am to 8:45 am

Event Cost:$20.00

Registration:Visit the CAPLA website at

www.caplacanada.orgfor registration and event details.

Annual General MeetingDate:

March 22, 2005

Registration Deadline:March 15, 2005

Location:Calgary Petroleum Club

Time:4:30 pm to 8:00 pm

Event Cost:$30.00 members $35.00 non-members

Registration:Visit the CAPLA website at

www.caplacanada.orgfor registration and event details.

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