Application to transfer a share - Petroleum …...100% of a share from the transferor to the transferee (complete transfer of a share) or a certain percentage of a share from the transferor

Ministère de l’Énergie et des Ressources naturelles Direction du bureau des hydrocarbures 19-févr.-14- Page 1 of 11

1- IDENTIFICATION OF THE TRANSFERORName of the enterprise Enterprise number

☐ ENTREPRISE

Name First name Function Designated representative:

or Name First name Date of birth

☐ INDIVIDUAL

Address (number, street, rural route or P.O. box) Apt. City, town or municipality

Province Country Postal code Area code telephone (cellular) Area code telephone (office) Extension

Area code facsimile Email address

2- IDENTIFICATION OF TRANSFEREEName of the enterprise Enterprise number

☐ ENTREPRISE

Name First name Function Designated representative:

or Name First name Date of birth

☐ INDIVIDUAL

Address (number, street, rural route or P.O. box) Apt. City, town or municipality

Province Country Postal code Area code telephone (cellular) Area code telephone (office) Extension

Area code facsimile Email address

3- LISTE OF SHARES TO TRANSFER

The transferor transfers to the transferee a share of the transferor’s rights in the licences listed below:

LICENCES COVERED BY THE TRANSFER

Number of the licence

Date of Issuance Area Current share

Share to transfer

The wells that are not permanently closed, that are under the transferor’s responsibility, and that are not included in the transaction, please contact the Ministère de l’Énergie et des Ressources naturelles for information about the procedure.

Application to transfer a share Petroleum Resources Act (CQLR, chapter H-4.2)

Ministère de l’Énergie et des Ressources naturelles Direction du bureau des hydrocarbures 17-01-05 - Page 2 of 11

4- DOCUMENTS TO ATTACH

The list of documents to attach to this transfer application is included in annex 2.

5- SIGNATURE

TRANSFEROR

☐ ENTREPRISE

I, the undersigned, , (the transferor’s designated representative), state that the transferor has not failed to respect the transferor’s obligations under the Petroleum Resources Act or its related regulations (section 110 of the Regulation respecting petroleum exploration, production and storage licences, and the pipeline construction or use authorization [CQLR, chapter H-4.2, r. 3; hereinafter “Regulation”]).

Signed at this day of 20 .

Signature: .

Witness:


Name (block letters): .

Signature: .

☐ INDIVIDUAL

I, the undersigned, , (transferor), state that I have not failed to respect my obligations under the Petroleum Resources Act or its related regulations (section 110 of the Regulation).


Signature: .

Witness:



Signature: .

TRANSFEREE

☐ ENTREPRISE

I, the undersigned, , (the transferee’s designated representative), state that the transferee’s licence or share of licence has not been revoked in the last five years (section 111 of the Regulation).


Signature: .

Witness:



Signature: .


☐ INDIVIDUAL

I, the undersigned, , (the transferee), state that my licence or share of licence has not been revoked in the last five years (section 111 of the Regulation).


Signature: .

Witness:



Signature: .

For departmental use only

__________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________

______________ Date of receipt

Registration fees (section 173 of the

Regulation)

Number of registrations _______ $

Registrar’s Seal

Signature of authorized person

Remember that the transferee has the obligation to inform the owners or lessees, local municipalities and the regional county municipalities of the transfer once the transfer is completed (section 115 of the Regulation), in accordance with the terms of the Regulation (section 5 of the Regulation).

Also remember that the transferee must comply with the provision regarding the monitoring committee as stated in Chapter II of Division II of the Regulation.


ANNEX 1 List of ceded wells

On a transferred licence, the transferee must apply for a drilling authorization for each well that is not permanently closed (section 113 of the Regulation). These wells must be listed in the table below:

Licence number: Number of wells Status





ANNEX 2 List of wells to be permanently closed

On a transferred licence, the transferee must apply for a permanent closure authorization for each well that is not permanently closed. These wells must be listed in the table below:






ANNEX 3 Documents to attach to the application to transfer a share1 A- In the case of a full transfer of a share without wells, the transfer application must be accompanied by: ☐ The form (section 112 paragraph 1 of the Regulation respecting petroleum exploration, production and storage licences, and

the pipeline construction or use authorization [CQLR, chapter H-4.2, r. 3; hereinafter: “RPEPSLPCU”]). ☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transferee

by requesting the transferee’s:

most recent annual financial statements verified by an independent auditor; main fields of activity; area of specialization; experience; and main achievements.

☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU). ☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an update

of the summary of the work requested under subsection 33(4) of the RPEPSLPCU 2 (section 112 paragraph 2 RPEPSLPCU). ☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update of

the proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency [subsection 116(2) RPEPSLPCU)].

☐ The designation of a representative with the Minister if there is a change (subsection 116(3) RPEPSLPCU). ☐ In the event that the transferee wishes to change the composition of the monitoring committee, a new appointment process

to the Minister for approval (section 114 RPEPSLPCU). ☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Petroleum Resources

Act; hereinafter: “Act”). ☐ A payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real and

immovable rights (subsection 173(1) RPEPSLPCU). B- In the case of a partial transfer of a share without wells, the transfer application must be accompanied by: ☐ The form (section 112 paragraph 1 RPEPSLPCU). ☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transferee



☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU). ☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an update of the summary of the work requested under subsection 33(4) of the RPEPSLPCU3 (section 112 paragraph 2 RPEPSLPCU). ☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update of

the proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency [subsection 116(2) RPEPSLPCU)].


to the Minister for approval (section 114 RPEPSLPCU). ☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Act). ☐ A payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real and

immovable rights (subsection 173(1) RPEPSLPCU).

1 100% of a share from the transferor to the transferee (complete transfer of a share) or a certain percentage of a share from the transferor to the transferee

(partial transfer of a share) 2 Not currently required based on section 285 of the Petroleum Resources Act (CQLR, chapter H-4.2). 3 Not currently required based on section 285 of the Petroleum Resources Act (CQLR, chapter H-4.2).


C- In the case of a full transfer of a share with wells that are not permanently closed, of which only some will betransferred, the transfer application must be accompanied by:4

☐ The form (section 112 paragraph 1 RPEPSLPCU).

☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transferee by requesting the transferee’s:


☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU).

☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an updateof the summary of the work requested under subsection 33(4) of the RPEPSLPCU5 (section 112 paragraph 2 RPEPSLPCU).

☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update ofthe proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency[subsection 116(2) RPEPSLPCU].

☐ The designation of a representative with the Minister if there is a change (subsection 116(3) RPEPSLPCU).

☐ In the event that the transferee wishes to change the composition of the monitoring committee, a new appointment processto the Minister for approval (section 114 RPEPSLPCU).

☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Act).

☐ A payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real andimmovable rights (subsection 173(1) RPEPSLPCU).

☐ Ensure that the transferred wells are indeed owned by the transferor.

☐ Application by the transferor to be released from those obligations related to the closure plan and to the guarantee(section 112 Act).

☐ Payment to the order of the “Ministère des Finances du Québec” of the assessment fee for the purpose of issuing the certificateof release in the amount indicated in section 323 of the Regulation respecting petroleum exploration, production and storageon land (CQLR, chapter H-4.2, r. 2; hereinafter: “RPEPSL”).

☐ An application by the transferee for drilling authorization (section 113 RPEPSLPCU).

☐ Payment to the order of the “Ministère des Finances du Québec” for the fees to issue the drilling authorization in the amountindicated in subsection 122(5) RPEPSL).

☐ If the transferee keeps the transferor’s closure plan, the plan must be signed and sealed by an engineer hired by the transferee.

☐ If the transferee does not keep the transferor’s closure plan, a new closure plan must be sent by the transferee(section 101 Act).

☐ Payment to the order of the “Ministère des Finances du Québec” by the transferee for the assessment fee, in the amountindicated in section 322 paragraph 1 RPEPSL, for the closure plan if a new plan is filed by the transferee.

☐ Whether or not the transferee uses the transferor’s plan or files a new plan, a new guarantee for the plan filed by the transfereeto permanently close the well or reservoir and to restore the site (section 103 Act and sections 317 et seq. RPEPSL).

If wells must be permanently closed before the transfer, the transfer application must be accompanied also attach to the application:

☐ An update of permanent well or reservoir closure and site restoration plan, if applicable.

☐ The payment to the order of the “Ministère des Finances du Québec” for the assessment fee, in the amount indicated insection 322 paragraph 2 RPEPSL, for the revision of a permanent well or reservoir closure and site restoration plan, ifapplicable.

☐ An update of the guarantee for the permanent well plan (section 103 Act).

☐ A permanent closure authorization by the licence holder (see checklist for such a request).

4 The wells that are not permanently closed and that are not transferred must be permanently closed before the transfer may be processed. 5 Not currently required based on section 285 of the Petroleum Resources Act (CQLR, chapter H-4.2).


When the work of permanent closure of the well will be completed, the following documents must be sent:

☐ A certificate of an expert (section 113 Act).

☐ A proof of registering in the land register a declaration of the closure (section 98 Act).

☐ The payment to the order of the “Ministère des Finances du Québec” for the assessment fee for the inspections conductedfor the purpose of issuing a certificate of release (section 323 paragraph 2 RPEPSL).

D- In the case of a partial transfer of a share with wells that are not permanently closed, of which some will be transferred,the transfer application must be accompanied by:6

☐ The form (section 112 paragraph 1 RPEPSLPCU).

☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transfereeby requesting the transferee’s:


☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU).

☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an updateof the summary of the work requested under subsection 33(4) of the RPEPSLPCU by the transferee7 (section 112 paragraph 2RPEPSLPCU).

☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update ofthe proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency[subsection 116(2) RPEPSLPCU)].

☐ The designation of a representative with the Minister if there is a change (subsection 116(3) RPEPSLPCU).

☐ In the event that the transferee wishes to change the composition of the monitoring committee, a new appointment processto the Minister for approval (section 114 RPEPSLPCU).

☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Act).

☐ A payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real andimmovable rights (subsection 173 (1) RPEPSLPCU).

☐ Ensure that the transferred wells are indeed owned by the transferor.

☐ An application by the transferor to be released from these obligations related to the closure plan and to the guarantee(section 112 Act).

☐ Payment to the order of the “Ministère des Finances du Québec” of the assessment fee for the purpose of issuing the certificateof release in the amount indicated in section 323 paragraph 1 RPEPSL).

☐ An application by the transferee for drilling authorization (section 113 RPEPSLPCU).

☐ Payment to the order of the “Ministère des Finances du Québec” for the fees to issue the drilling authorization in the amountindicated in subsection 122(5) RPEPSL).

☐ If the transferee keeps the transferor’s closure plan, the plan must be signed and sealed by an engineer hired by the transferee.

☐ If the transferee does not keep the transferor’s closure plan, a new closure plan must be sent by the transferee(section 101 Act).

☐ Payment to the order of the “Ministère des Finances du Québec” by the transferee for the assessment fee, in the amountindicated in section 322 paragraph 1 RPEPSL, for the closure plan if a new plan is filed by the transferee.

☐ Whether or not the transferee uses the transferor’s plan or files a new plan, a new guarantee for the plan filed by the transfereeto permanently close the well or reservoir and to restore the site (section 103 Act and sections 317 et seq. RPEPSL).

6 Supra, note 4.

7 Not currently required based on section 285 of the Petroleum Resources Act (CQLR, chapter H-4.2).


If wells must be permanently closed before the transfer, the transfer application must be accompanied also attach to the application: ☐ An update of permanent well or reservoir closure and site restoration plan, if applicable. ☐ The payment to the order of the “Ministère des Finances du Québec” for the assessment fee, in the amount indicated in

section 322 paragraph 2 RPEPSL, for the revision of a permanent well or reservoir closure and site restoration plan, if applicable.

☐ An update of the guarantee for the permanent well plan (section 103 Act). ☐ A permanent closure authorization by the licence holder (see checklist for such a request). When the work of permanent closure of the well will be completed, the following documents must be sent: ☐ A certificate of an expert (section 113 Act). ☐ A proof of registering in the land register a declaration of the closure (section 98 Act). ☐ The payment to the order of the “Ministère des Finances du Québec” for the assessment fee for the inspections conducted

for the purpose of issuing a certificate of release (section 323 paragraph 2 RPEPSL). E- In the case of the full transfer of a share with wells that are not permanently closed, of which only some will be transferred, the transfer application must be accompanied by: ☐ The form (section 112 paragraph 1 RPEPSLPCU). ☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transferee



☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU). ☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an

update of the summary of the work requested under subsection 33(4) of the RPEPSLPCU by the transferee8 (section 112 paragraph 2 RPEPSLPCU).

☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update of

the proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency [subsection 116(2) RPEPSLPCU].


to the Minister for approval (section 114 RPEPSLPCU). ☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Act). ☐ Payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real and

immovable rights (subsection 173 (1) RPEPSLPCU). ☐ Ensure that the transferred wells are indeed owned by the transferor. ☐ An application by the transferor to be released from these obligations related to the closure plan and to the guarantee

(section 112 Act). ☐ Payment to the order of the “Ministère des Finances du Québec” of the assessment fee for the purpose of issuing the certificate

of release in the amount indicated in section 323 paragraph 1 RPEPSL). ☐ An application by the transferee for drilling authorization (section 113 RPEPSLPCU). ☐ Payment to the order of the “Ministère des Finances du Québec” for the fees to issue the drilling authorization in the amount

indicated in subsection 122(5) RPEPSL). ☐ If the transferee keeps the transferor’s closure plan, the plan must be signed and sealed by an engineer hired by the transferee. ☐ If the transferee does not use the transferor’s closing plan, a new closing plan filed by the transferee (section 101 Act).



☐ Payment to the order of the “Ministère des Finances du Québec” by the transferee for the assessment fee, in the amount indicated in section 322 paragraph 1 RPEPSL, for the closure plan if a new plan is filed by the transferee.

☐ Whether or not the transferee uses the transferor’s plan or files a new plan, a new guarantee for the plan filed by the transferee

to permanently close the well or reservoir and to restore the site (section 103 Act and sections 317 et seq. RPEPSL). F- In the case of the full transfer of a share with wells that are not permanently closed, of which only some will be transferred, the transfer application must be accompanied by: ☐ The form (section 112 paragraph 1 RPEPSLPCU). ☐ If the transferee is not already the holder or joint holder of a licence, verify the technical and financial capability of that transferee



☐ New proof of solvency by the transferee (section 112 paragraph 2 RPEPSLPCU). ☐ In the case of a transfer of an exploration licence for which the transferor was in charge of the exploration program, an update

of the summary of the work requested under subsection 33(4) of the RPEPSLPCU by the transferee9 (section 112 paragraph 2 RPEPSLPCU).

☐ In the event that the transferee acquires the majority of the shares in the exploration, production or storage right, an update of

the proof of solvency provided for in section 165 RPEPSLPCU if the transferor was responsible for the proof of solvency [subsection 116(2) RPEPSLPCU].


to the Minister for approval (section 114 RPEPSLPCU). ☐ The report of the minimum work realized under the licence (equivalent of 2nd paragraph of the section 31 Act). ☐ Payment to the order of the “Ministère des Finances du Québec” to register each licence on the Public register of real and

immovable rights (subsection 173 (1) RPEPSLPCU). ☐ Ensure that the transferred wells are indeed owned by the transferor. ☐ An application by the transferor to be released from these obligations related to the closure plan and to the guarantee

(section 112 paragraph 2 Act). ☐ Payment to the order of the “Ministère des Finances du Québec” of the assessment fee for the purpose of issuing the certificate

of release in the amount indicated in section 323 paragraph 1 RPEPSL). ☐ An application by the transferee for drilling authorization (section 113 RPEPSLPCU). ☐ Payment to the order of the “Ministère des Finances du Québec” for the fees to issue the drilling authorization in the amount

indicated in subsection 122(5) RPEPSL). ☐ If the transferee keeps the transferor’s closure plan, the plan must be signed and sealed by an engineer hired by the transferee. ☐ If the transferee does not use the transferor’s closing plan, a new closing plan filed by the transferee (section 101 Act). ☐ Payment to the order of the “Ministère des Finances du Québec” by the transferee for the assessment fee, in the amount

indicated in section 322 paragraph 1 RPEPSL, for the closure plan if a new plan is filed by the transferee. ☐ Whether or not the transferee uses the transferor’s plan or files a new plan, a new guarantee for the plan filed by the transferee

to permanently close the well or reservoir and to restore the site (section 103 Act and sections 317 et seq. RPEPSL).



ANNEX 4 Rights and obligations subject to the transfer

Any exploration licence transferred in accordance with this form includes the transfer of rights and obligations associated with that licence, i.e. those set out in sections 15 and 25 to 40 of the Petroleum Resources Act (CQLR, chapter H-4.2), as well as its implementing regulations.

Any production licence transferred in accordance with this form includes the transfer of rights and obligations associated with that licence, i.e. those set out in sections 15 and 51 to 64 of the Petroleum Resources Act (CQLR, chapter H-4.2), as well as its implementing regulations.

Any storage licence transferred in accordance with this form includes the transfer of rights and obligations associated with that licence, i.e. those set out in sections 15, 51 to 61 and 65 à 67 of the Petroleum Resources Act (CQLR, chapter H-4.2), as well as its implementing regulations.