Affidavit of Michelle McQuade, Action No. 1301-14668, Filed Dec 12, 2013...

FORM 49 [RULE 13.
19]
CLERK'S STAMP CLE.Fik OF THE COU ft FILED
p.rf..COURT FILE NUMBER COURT JUDICIAL CENTRE PLAINTIFF(S) DEFENDANT(S)
JUDICIAL OUNTRE CAL., 1 .iiHY
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COURT OF QUEEN'S BENCH OF ALBERTA CALGARY PENN WEST PETROLEUM LTD. BERNARD OMINAYAK; ALPHONSE OMINAYAK;DWIGHT GLADUE; JORDIE SAWAN;BRYAN LABOUCAN;LARRY OMINAYAK; and JOHN and JANE DOES NUMBERS 1 THROUGH 30 AFFIDAVIT OF MICHELLE MCQUADE BENNETT JONES LLP Barristers and Solicitors 4500, 855 2nd Street SW Calgary, Alberta T2P 4K7 Attention: E. Bruce Mellett/Laura M. Gill Telephone No.: 403-298-3319 Fax No.: 403-265-7219 Client File No.: 59614-63 AFFIDAVIT OF MICHELLE MCQUADE Sworn on December j,2013.
DOCUMENT ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT
I, Michelle McQuade, of the City of Calgary, in the Province of Alberta, SWEAR/AFFIRM AND SAY THAT: 1. I am the General Manager, Health, Safety, Environment and Regula tory of Penn West Petroleum Ltd.("Penn West"). My responsibilities in this position include relating with regulatory authorities and First Nations, and as such I have person al knowledge of the facts and matters herein deposed to, except where stated to be based on information and belief, in which case I believe such matters to be true.
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2 2. Penn West is a corporation registered in Alberta, and is engaged in the exploration, development and production of oil and gas in western Canada under the trade name Penn West Exploration. 3. Since November 27, 2013, there has been a roadblock of an access road used by Penn West to transport crews, material and equipment to a well pad site for the drilling of two wells at a surface site on lands described as 3-25-091-13W5 and 4-25-091-13W5 (collectively, "the 3-25 Wells"). This Affidavit is in support of an application to restrain the participants in the roadblock. Project and Consultation Background 4. Penn West currently is pursuing operations in and around the Sawn and Haig Lake areas of Alberta and has a plan to develop a number of locations consisting of sequential and integrated steps including well site construction, drilling and completion operations (the "Sawn Lake Program"). The Sawn Lake Program includes the 3-25 Wells. 5. The Lubicon Lake Cree is a group of First Nation people which assert aboriginal title and traditional lands in the Sawn and Haig Lake areas (the "Lubicon Cree"). In developing the Sawn Lake Program, Penn West engaged in consultation with the Lubicon Cree, including in regard to the 3-25 Wells in 2011. 6. As described in further detail below, there are currently two groups which claim to properly represent the collective interests of the Lubicon Cree. The first group is the "Lubicon Lake Nation", headed by Bernard Ominiyak. The second group is the federall y and provincially recognized "Lubicon Lake Band", headed by Chief Billy Joe Laboucan, and registered with Aboriginal Affairs and Northern Development Canada. Reference in this Affidavit to the terms Lubicon Lake Nation ("LLN") and Lubicon Lake Band ("LLB")refer to the respective leadership groups described above. 7. I am advised by Chris Sillito, Senior Landman for Penn West and do verily believe that the LLN was consulted regarding the site of the 3-25 Wells, as well as the access road to be developed by Penn West for operating in the area. Attached as Exhibit "1" to my Affidavit is a letter dated March 10, 2011 from Alberta Sustainable Resource
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3 Development, attaching a log setting out Penn West's consultation efforts to date and deeming such consultation to be adequate. 8. On April 4, 2011, Alberta Sustainable Resource Development ("ASRD") issued a License for an Access Road under License of Occupation No. 110648 ("LOC No. 110648"). Attached as Exhibit "2" to my Affidavit is a copy of LOC No. 110648. Penn West subsequently constructed an access road ("the Access Road") on the lands covered by the Licence. 9. On April 30, 2011, ASRD issued Mineral Surface Lease No. MSL 110673 to Penn West for the site of the 3-25 Wells. Attached as Exhibit "3" to my Affidavit is a copy of MSL 110673. 10. On July 27, 2012, Penn West wrote to the LLN advising of its intention to submit formal application to the ERCB for, amongst other things, the 3-25 Wells. Attached as Exhibit "4" to my Affidavit is a copy of the letter dated July 27, 2012 from Mr. Sillito to the LLN. 11. On August 3, 2012, Garrett Tomlinson on behalf of the LLN wrote to Penn West and forwarded a Notice of Objection. A copy of this correspondence is attached as Exhibit "5" to my Affidavit. 12. On September 19, 2012, Penn West submitted its application to the ERCB, including for the 3-25 Wells, by way of letter to the ERCB. A copy of the letter is attached as Exhibit "6" to my Affidavit. The LLN was copied with this correspondence. 13. Through much of 2012, Penn West communicated and met with representatives of the LLN, including Bernard Ominayak, on a number of occasions to discuss issues arising from the Sawn Lake Program. Attached as Exhibit "7" to this my Affidavit is a copy of Penn West's General Communication Chronology with the LLN that was submitted to the ERCB with its application. 14. Attached as Exhibit "8" and "9" to my Affidavit are copies of two letters dated September 14, 2012 from the ERCB to then Chief Bernard Ominayak reviewing the
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4 objections submitted by Chief Bernard Ominayak with respect to the larger Sawn Lake Program, and advising of the ERCB's intention to issue licenses requested by Penn West. 15. Counsel for the LLN sent correspondence to Penn West dated September 20, 2012, to which Penn West responded on September 27, 2012. Copies of this correspondence are attached as Exhibit "10" and "11" to my Affidavit. 16. On January 30 and 31, 2013, the ERCB issued the well licenses for the 3-25 Wells ("the Licenses"). Attached as Exhibits "12" and "13" to this my Affidavit are copies of the Licenses. Attached as Exhibit "14" is a copy of the ERCB's letter dated January 30, 2013 to the LLN addressing the LLN objections to the licences including the 3-25 Wells. 17. Penn West also obtained well licenses from the ERCB for a number of other wells in relation to the Sawn Lake Program, including a well located at 14-25-091-13W5M (the "Well Licenses"). To my knowledge, no subsequent challenge to the issuance of the Licences or the Well Licenses was made to the ERCB or by way ofjudicial review.
18.
Lubicon Elections and New Chief 19. On February 25, 2013, the Government of Alberta notified industry proponents that, pursuant to an election on February 15, 2013, the governments of Alberta and Canada recognized the election of Billy Joe Laboucan as Chief of the LLB. The notice further advised that all active and ongoing consultation with the LLB should be directed to Wayne Auger, the consultation contact appointed by a resolution of Chief Laboucan and the LLB dated February 21, 2013. Attached as Exhibit "15" to this my Affidavit is a copy of an email dated February 25, 2013 from Nicole Braun, Team Lead, First Nations Consultation Approvals Unit, received by Penn West. 20. Since receiving notice of Chief Laboucan's election on February 25, 2013, Penn West has met with Mr. Auger, the recognized consultation contact, on a number of occasion s to engage in ongoing communication in respect of Penn West's proposed operations in the Sawn Lake Area, including the 3-25 Wells. Attached as Exhibit "16" to my Affidavi t is
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5 a list of First Nation Consultation Contacts issued by the Alberta Government confirming Mr. Auger as LLB contact as of February 22, 2013, and most recently as of November 7, 2013. 21. On April 2, 2013, Penn West received a letter signed by several members of the LLN including Bernard Ominayak as "Chief' of the LLN. The letter enclosing a "Notice to Industry Proponents" which advises, among other things, that: (a) (b) The LLN is represented by Bernard Ominayak as Chief; Any attempts to undermine, ignore, or otherwise subvert the laws and customs of the LLN will be understood as "acts of invasion" and that the LLN would "respond accordingly"; and Industry and industry proponents should continue to work with Bernard Ominayak's "Consultation Unit".
(c)
Attached as Exhibit "17" to this my Affidavit is a copy of a letter dated April 2, 2013, from Garrett Tomlinson to David Middleton, Executive Vice President of Penn West, enclosing a "Notice to Industry Proponents". 22. Notwithstanding that industry has been directed by Alberta to conduct formal consultations in with LLB under Chief Laboucan, Penn West has continued to communicate with Bernard Ominayak regarding inquiries, and has been prepared to meet with the LLN. 23. Between November 19 and November 25, 2013, Penn West and Bernard Ominayak communicated, including through correspondence. Attached as Exhibit "18" to my Affidavit is a copy of Bernard Ominayak's letter of November 25, 2013, as well as Penn West's letter of November 22, 2013 to which it responded. 24. Penn West was also provided with a "Notice" and "Order and Resolution" of "the Chief and Council of Lubicon Lake Nation", which are attached as Exhibits "19" and "20" respectively to my Affidavit. These documents allege that Penn West is trespassing and refer to an intention to enforce "Lubicon Lake Nation laws to their fullest extent". 25. As recently as November 25, 2013, I and other Penn West personnel met with Bernard Ominayak to discuss their concerns, which involved primarily Penn West's choice of
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6 contractors for the for the Sawn Lake Program as well as the leadership of the LLN. However, no resolution was achieved. During the meeting, I received a copy of a pamphlet entitled "Operation Frack Off! Penn West Trespass Against Lubicon", a copy of which is attached as Exhibit "21" to my Affidavit. Attached as Exhibit "22" to my Affidavit is a copy of a handwritten note signed by "Ladies of the Lubicon Lake Nation" which was provided to me at the November 25,2013 meeting. Roadblock Erected by Members of the LLN 26. of the Access Road in Northern Sunrise County ("the Roadblock"). I am advised by Kim Babb, a Penn West contractor in the area, that the individuals claim to be associat ed with Bernard Oininayak and the Lubicon Lake Nation, and are objecting to Penn West's activities in the area. These activities currently involve, among other things, the construction of a well pad site for the 3-25 Wells, approximately one kilometre south of the Roadblock. Attached as Exhibit "23" to my Affidavit is a map of the area on which I have circled the approximate location ofthe Roadblock. 27. On November 26, 2013, a press release was issued under the auspices of "Chief' Oininayak entitled "Lubicon Lake Nation Tells Penn West Petroleum to Frack Off!: Peaceful Occupation of Penn West Petroleum Site Begins" stating that the individuals at the Roadblock intend to remain until Penn West ceases operations. Attached as Exhibit "24" to this my Affidavit is a copy of the press release dated November 26, 2013, accessed from the LLN website on December 5, 2013. 28. I am further advised by Mr. Babb, and do verily believe that initially the participants in this Roadblock allowed traffic to pass at the urging of the RCMP. After November 27, however, traffic has been stopped by the Roadblock and access to the Penn West sites denied. Attached as Exhibit "25" to my Affidavit is a copy of a tweet entitled "#Lubicon build shelter across @PennWestEx access! Ingenuity + tenacity = #FrackOFF" dated On or about November 26, 2013, approximately 18 individuals blockaded a portion
29.
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7 December 3, 2013 with picture of a shelter built at the Roadblock, accessed from the LLN Twitter page on December 5, 2013. 30. Attached as Exhibit "26" to my Affidavit are two photographs taken by Penn West security employee, Tom Clark. I am advised by Mr. Clark and do verily believe that the photographs were taken by him on December 4, 2013 at approximately 10:00 AM at the Roadblock, and show a structure and vehicles placed across the road by participants in the Roadblock. 31. I am advised by Peter McLelland, Penn West Manager, Special Operations & Risk Control, and do verily believe that he received information from Sgt. Brian D. Bohlken, Detachment Commander of the Peace Regional Detachment of the Royal Canadian Mounted Police (the "RCMP"), that it is unlikely that the RCMP will be able to confirm the identities of the participants in the Roadblock, as those involved have been covering their license plates and providing either fake names or names in Cree that they refuse to spell. 32. The recognized authority for the Lubicon Lake Band, including Chief Billy Joe Laboucan, continue to support Penn West's activities in the Sawn and Haig Lake areas. Attached as Exhibit "27" to my Affidavit is a copy of a letter I received on November 19, 2013 concerning apprehended action by Bernard Ominayak and his associates. Further, I spoke to Chief Laboucan on December 2, 2013. Chief Laboucan advised, and I do verily believe, that he and his Council continue to oppose the Roadblock and any disruption to Penn West's activities in the Sawn Lake area. 33. On December 2, 2013, another press release was issued under the auspices of "Chief' Ominayak stating that the Roadblock, dubbed "Operation 'Frack Off: the Penn West Eviction", will remain in place until Penn West and the Government of Alberta agree to "respect the jurisdiction of the Government of the Lubicon Lake Nation over their lands". Attached as Exhibit "28" to this my Affidavit is a copy of the press release dated December 2, 2013, accessed from the LLN website on December 5, 2013.
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8 34. I am advised by Jay McNeil, V.P. Sales of Trinidad Drilling ("Trinidad"), and do verily believe that on December 9, 2013 the LLN, through counsel, advised Trinidad, Penn West's drilling contractor at the site of a well in the Sawn Lake Program located at 14-25091-13W5M (approximately 1 km from the location of the Roadblock), that Trinidad was trespassing and requested that Trinidad immediately cease all drilling operations. 35. Following the erection of the Roadblock, Penn West also communicated with Alberta Environmental and Sustainable Resource Development (AESRD) and Alberta Energy Regulator (AER) to determine what steps those agencies may take to address the situation. As of the date of this Affidavit, neither AESRD nor AER have taken any formal steps to my knowledge to issue an order to remove the Roadblock. Access to Wells and Irreparable Harm Caused by Roadblocks 36. The Roadblock is on the Penn West access road under LOC No. 110648. The Roadblock impedes Penn West's ability to conduct and complete its operations at the site for the 3-25 Wells. The Roadblock has stopped Penn West's ability to transport crews and equipment on the Access Road to the 3-25 work site, causing delay in preparing the site for the upcoming drilling operations, completion operations and facility operations. 37. Penn West has taken all possible steps to minimize the impact of the Roadblock on the Sawn Lake Program, including modifying the schedule for the rigs and other aspects of the program. If the Roadblock does not end by December 16, 2013, it will result in delay or loss of production revenues and standby and other costs that are not readily capable of calculation. 38. I am further advised by Mr. Vandersalm that, because of the integrated nature of the overall Sawn Lake Program, delay in the 3-25 Wells will impact Penn West's ability to complete its plan to put four wells on stream by April 2014 breakup. 39. In addition, continuing roadblocks and a halt in the operations of Penn West at the Sawn Lake Program will cause irreparable harm and damage which cannot be readily estimated or calculated, or compensated for any court proceeding.
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9 39. In addition, continuing roadblocks and a halt in the operations of Penn West at the Sawn Lake Program will cause irreparable harm and damage which cannot be readily estimated or calculated, or compensated for any court proceeding. 40. In the event that the Court is prepared to grant interim injunctive relief to Penn West in the circumstances, Penn West has provided an undertaking as to damages should such damages be subsequently awarded by this Court in favour ofthe Defendants. I make this Affidavit in support of an application to prohibit and restrain the Defenda nts and other individuals from erecting or continuing roadblocks in and around the Sawn Haig Lake areas, and in particular on the Access Road. SWO R AFFIRMED)BEFORE ME at Calgary, lberta, this i of De mber, 2013. and
41.
) ) )
\' MICHELLE
) ) A Commissioner for Oaths ) in and for the Province of Alberta ) ) r-105EFIT D. WOOD ) PrigVditanc100y/Lawyer/Student-At- ) Law )
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Government of Alberta la
Sustainable Resource Development
Room 116, Provincial Building Ave, Bag 90044 9821 Pasco River, Alberta 785 1T4 Phone:(780)624-6466 Fs4(780)624.7124
PCE20110031 March 10, 201) Chris Sililt Penn West Petroleum Ltd. 207 9 Ave SW Suite 200 Oa!gay, Alberta T2P 1K3 Dear Mr. Sllllto, Re: pROROaRD PAO SITES, ASSOCIATED Access,ANO REMOTE SUMPS IN Sign LAKE fTWP,91tROE13 WW1 Alberta Sustainable Resource Development has reviewed the consultation summary provided by Penn West regarding their proposed pad sites, access, and remote sumps which includes the following lands and/or area: Seotlons 11, 13, 14, 25, St 36 of 91.134\15 Based on our review, Alberta Sustainable Resource Development has determined that consultation has been deemed adequate for this project as of March 10, 2011 with the following First Nations: Lubloon Lake Band The proponent may proceed with application for land activity dispositions as defined within thls project. This letter does not grant any authority for the proponent to make application for any use of land not identified within this letter, Please note that consultation efforts do not conclude with this endorsement and If any Issues arise with First Nations in respect to this project, additional efforts may be required, , -624.6452, Should you have any questions, please contact the undersigned at(780) Regards,
ErtriBook, RPF Forest Officer Lands Division Peace Area
THIS IS EXHIBIT " A referred to in the Affidavit of
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A,D, 20 A Commissioner for Oaths in ancffor the Province of Alberta
RoBEFIT,D, wOoD
Bai'?ist.or and Solicitor
Government of Alberta
First Nation:LusicoN LAKE NATION
Lands Division Sustainable Resource Development ronstom
Record of Consultation Log
Lands(proponent -led consultation)FNCitPCE201113031
Project Proponent:PENN WESTPt...MOLE -GM LTD.
Project Hanle:PROPOSt..0PAD SITES.ASSOCIATED ACCESS AND REMOTESUMPSLN SAWN LAKE(TIM 91.Rre 13 WSAD
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Feb 4, 2011
NA
Sent Lubicon Lake Nation initial consultation letter, Schedule A and consultation map via express post_ Sent Lubicon Lake Nation inftial consultation letter, Schedule A and consultation map via email to lubiconlakenation@ tetus_net
Feb 7, 2011
N/A N/A
N/A
NIA
Dc.rsabcr 1_2010
Feb 18, ,N/A 2011
NIA
N/A
N/A
Called band office to confirm who to now send consultation packages to_ Receptionist advised just to send them to band office. Sent Lubicon Lake Nation follow up letter,Schedule A and consultation map via express post .Attempted to send Lubicon Lake Nation follow up letter, Schedule A and consultation map via email to lubiconlakenation @telus_net. Email came back undeliverable,as -recipient's mailbox is full and cant accept new messages now.' Called band office to confirm if there is another email ackir= to send consultation to_ No answer_
Feb 22, 2011
NIA
NIA
NIA
N/A
Feb 22, 2011
NIA
N/A
NIA
N/A
Feb 22, aril 3. fpm NIA N/A
N/A
N/A
NM
N/A
Feb 22, 2011
N/A
NA
Seat Lubicon Lake Nation follow up letter, Schedule A and consultation map ..39_ 0 via fax to 780-629-3 Received fax confirmation_
13=aabcr 1.2020
Feb 25, 2011 WA NIA WA
N/A
Sent Lubicon Lake Nation Final letter,schedule A and consultation log via express post and fax advising we will be submitting to SRD for adequacy_ Received fax confirmation_ Submit to SRD for Adequacy review_ Called band office and spoke to Bernard Ominayak_ Heconfirmed he did receive the project information some time near the beginning of February_ He advised he does not have any concerns with the projects and said it was ok to submft to SRO.
March 1, 2011 NIA WA N/A . WA WA WA
NIA
March 10, 2011
N/A
March 10, 2011
Submitto SRD for adequacy_
Note: Each Record ofC.onsaitation Log must bespecfrtc to a Fast Nation. Ifrauft4Ile First Nations have been consulted, additionalRecord ofConst.dfaliorz logs- mast be sabmitted rspan'ofthe consultalion summary. Page 3 of3
Dco=bc 1,2010
LICENSEE: PENN WEST PETROLEUM LTD. DISPOSITION : LOCI,10648 NUMBER TERM;4 years PURPOSE: ACCESS ROAD (OIL AND GAS ONLY)
Lands Division Sustainable Resource Development
Short Term Licence of Occupation
THIS SHORT TERM LICENCE made in duplicate on the date of approval. BETWEEN: I1ER MAJESTY THE QUEEN,in right ofthe Province of Alberta, as represented by the Minister ofSustainable Resource Development (the "Department") -andPENN WEST PanDLEum LTD. ,(the "Licensee"), WHEREAS: A. The lands more particularly described in Schedule "E" and depicted in the plan number and version dated 129716 MS,2011.03-24 ,(the "Lands")are public lands within the meaning of the Public Lards Act, R,,SlA, 2000, c, P-40 (the "Act"); the Department has authority under the Act and the Dispositions and Fees Regulation, AR, 54/2000(the "Regulations") to grant dispositions on the Lands for purposes specified in the Licence; the Licensee requires access to the Lands for purpose specified in the Licence; and the Department and the Licensee(the "Parties") have agreed that the Licensee should have access to the Lands for the purposes of this Licence,
B.
C. D.
NOW 'I titUIEFORE the Parties hereto agree as follows: LICENCE,TERM AND RENT: Subject to the toms and conditions ofthis Licence, and in consideration ofthe fees, covenants, conditions and stipulations herein reserved and contained on the part ofthe Licensee to be paid, observed, performed and ,kept, the Province hereby licences to the Licensee the Lands for a term of 4 years commencing on the date that this Licence is signed by the Department's duly authorized representative unless this Licence is terminated earlier as hereinafter provided, 2. The Licensee shall pay to the Department on the exeoution of this Licence the first year rental chargesplus an additional lump-sum consideration calculated in accordance with Schedule "N'(collectively "the oansideration") and as Compensation for other initial benefits accruing to the Licensee, The Licensee shall pay to the Department the reoceurring annual rent in advance on tile anniversary date in each and every year thereafter during the term ofthe Licence.
Effective: 2011-04-04
Extirv: 2015.04-03
DianositionNo: 1oa110648
THISIS EXHIBIT " referred to in the Affidavit of MiC.A/Ve_. Savor before t e this da A D. 20
Mc -a uck de,
7)
A Commissioner for Oaths in and for the Province, to
ROBERT
II Vkl '~frister and Solicitor
try
3, 4,
Lands Division Suatalnablo Resource Development

THE LXCENSEE HEREBY COVENANTS A,ND AGREES with the Departme nt as follows: The Licensee shall at all times during the term, perform, observe and comply with all the provisions, obligations and requirements set out in this Licence,the Act, and the Regulations.
The Licensee shall pay or cause to be paid to the Department or to such other person duly authorized by the Department in that behalf, the consideration, annual rent and other charges hereby reserved, The Licensee shall enter the Lands and perform the work including, if applicabl e, preparation, construction, development, operation, maintenance and abandonment and prepare and submit final submissions to the Department in accordance with the time periods and the conditions set out in Schedule "A". The Lands and buildings, structures and equipment erected thereon shall be used by the Licensee solely for the purposes permitted by this Licence, the Act and the Regulations, The Licensee shall not sublet, transfer or assign the Lands or any part thereof without the prior written consent of the Department, The Licensee shall at all reasonable times permit the Department's employees and agents access to the Lands for the purposes of inspection and to ensure compliance with the terms and conditions of this Lieenee, the Act, and the Regulations, The Licensee shall comply with all applicable terms and conditions in Schedule s "A","B","C", "D","E" and"P attached hereto and forming part of this Licence. The Licensee shall comply with all applicable terms and conditions In the Licensee' s submission documents, the Upstream Oil and Gas Approval Standards for the Enhanced Approval Process, and the Upstream 011 and Gas Operating Conditions for the Enhanced Approval Process.
5,
6, 7,
8,
9,
10,
1l.The Licensee shall comply with all applicable federal and provincial laws and all applicable municipal by-laws, and shall obtain all necessary permits, licences, authorizations and approvals required when performing its activities on the Lands. THE DEPARTMENT COVENANTS AND AGREES with the Licensee as follows: 12. The Department apoopts the consideration referred to in clause 2 for the first year ofthe term of this Licence as full compensation for: a) damage to or destruction ofthe land necessarily and reasonably incurred by the Licensee in preparing, constructing and documenting development on the Lands,
b) severance,
c) injurious affection of other lands oftho Department adjoining the land, and
Bfrootiva: 2011.04-04
Eixoirv: 2015-04-03
D1soosition No: loo110648
Lando Division Sustainable Resource Dovoiopment

d) nuisance, inconvenience and noise caused by or arising frotn the operation s ofthe Licensee on the land. Acceptance ofthe above-noted consideration does not absolve or relieve the Licensee from its obligation to indemnify the Department against all actions, claims and demands the exercise or purported exercise ofits duties, rights, powers and privileges that may arise in granted under this Licence, and does not absolve or relieve the Licensee from liability to remediate Lands, The Licensee shall at all times use current and best industry practices and reclaim the destruction, nuisance, ineonvenienee and noise in performing Its operations to minimize damage, on the Lands. 13, The Department agrees that the Department has the right to Issue this Licence for the Lands to the Licensee, Subject to the reservations and terms and conditions contained herein, the Licensee, if not in default, has the right to occupy and use the Lands without interrupti on or disturbance from either the Department or any porson claiming through or under the Departme nt, LICENCE:
CANCELLATION OR EXPIRY OR ISSUANCE O'A REPLACEMENT 14.
The Department may eancel this Licence in aocordance with either sections 26 and 27 or 81 ofthe Aot ifsatisfied that the Licensee has failed to comply with any of the terms or condition s set out in, or incorporated into, this Licence, whereupon all considerations, rents and charges shall be forfeited to the Department and the Licensee shall not be entitled to any compensation for on the Lands or expenditures by the Licensee made incidental to this Licence, work performed Upon cancellation or expiry ofthe term of this Licence, and if the Department chooses to not issue a new licence to replace it, the Licensee shall at its sole expense within a time period specified by the Department remove all infrastructure and reclaim the Lands to a condition satisfacto ry to the Department, Ifthe Licensee fails to remove infrastructure and reclaim the Lands to the satisfaction ofthe Department, the Department may perform the work, or have the work performe d, on behalf of the Licensee and all resulting charges and costs shall constitute a debt owed to the Crown. Provided that the Licensee has satisfaotorily complied with all applicable provision conditions ofthis Licence,the Act, and the Regulations, the Department may issue s, terms and to the Licensee a long term licence for a term of not more than 25 years,
15.
16.
INTERPRETATION: 17. 18. 19. The recitals shall form an integral part ofthis Licence. Any reference to the Act or the Regulations shall include the Act or Regulatio ns amended or revised, or any statutes or regulations passed in substitution thereof. as subsequently All provisions ofthe Act and Regulations that expiessly or by implication relate to a Licence of Occupation apply to this Licence and shall be read and construed as if the same had been set out and incorporated herein, Where any provisions ofthe Ad or Regulations conflict with anything contained this Licence, tho provisions ofthe Act, and then the provisions of the Regulations shall prevail in over this Licence
20.
Effective: 2011.04.04
&oh:2015.04-03
Dist:081:10n No: 100110648
21. 22, 23,
Short Terra Licence of Occupation

Ail subsequent approvals, tunendments or waivers Issued by a Department employee responsible for the management of licences of000upation on the Lands must be in writing, All Appendlees and Schedules referred to and attached herein, and all subsequent approvals, amendments or waivers In writing form part of this Licence, Service ofa notice upon the Licensee may be given by personal service, electronic facsimile or ordinary mail sent to the Licensee at the Licensee's last known facsimile number or postal address recorded by the Department, Any notice shall be deemed to have been effectively given on the day delivered or sent by facsimile, or ifsent by mail on the fifth day after it was mailed, It Is the Licensee's responsibility to advise the Department in writing ofany change in its electronic or postal addresses, This Licence is governed by the laws of the Province of Alberta, The Licensee acknowledges that terms of this Licence, Including the name ofthe Reolpient, may be subject to disclosure under the Freedom ofliformalion and Protection ofPrivacy Act, R.S,A, 2000, o, P-25, as amended, The Licensee Ittrther acknowledges that Freedom conformation and Protection ofPrivacy Act applies to all information and records provided by the Licensee to the Crown and to any information and records that are In the oustody or control of the Crown, and that by submitting any information and records to the Crown, the Licensee thereby waives any confidentiality or privilege respecting suet] information or records unless the Licensee requests, and the Crown agrees, that confidentiality or privilege be noted on a specific document and sets out reasonable and rational grounds for doing so. This document is your authority to access the Lands. The Licensee shall retain a copy of this Licence on thejob site during all phases of nativity, including, if applicable, preparation, construction, development, maintenance and abandonment. An original of this Licence is filed at the offices of Sustainable Resource Development, Land Dispositions Braneh, 9915 108 Street, Edmonton,Alberta. The original will bo used as the authority should any discrepancies arise in content ofthe counterparts or subsequent copies of the original, By originally submitting its application in which it agreed to be bound by the terms and conditions ofany resulting disposition the Licensee Is hereby deemed to have executed this Licence and is hereby bound by all terms and conditions set out in, or Incorporated into, this Licence,
24, 25.
26.
27,
28,
Exttirv; 2015.04-03
DIssoaltion No: loc110648
Government of Alberta a
SCITEDULE A
Short Tenn Licence of Occupation
Administrative Conditions 1. The Holder ofthe Short Term Licence of Occupation shall comply with the conditions set out in this
Schedule"A": a) The Licensee shall pay to the Department on the execution ofthis Licence the first year rental charges plus an additional lump-sum oonsideration oaloulated by the Department in accordance with the Department's processes approved by the Minister under Section 9,1 of the Act (colleetively "the consideration") and as compensation for other Initial benefits accruing to the Licensee. The Licensee shall pay to the Department the reoccurring rental on the anniversary date in each and every year thereafter during the term ofthe Licence, b) The annual rent Is payable yearly In advance in accordance to the rates established by the Department for the purpose for which this Lease is vented. c) Payments required by this document are to be made payable to "The Minister of Finance" and may be delivered to the nearest departmental field office, or mailed to: Sustainable Resource Development Lands Division Main Floor, Petroleum Plaza, South Tower 9915. 108 Street Edmonton, Alberta T5K 2G8 d) The Licensee shall not conduct any activity on the Lands where prior rights have been Issued without the consent ofthe Licensee ofthese prior rights. A list of prior and subsisting authorizations and dispositions(prior rights) issued on the quarter sections included in this authority can be purchased from Alberta Energy, Crown Land Data Support, Telephone: 780-422-5727, or the Alberta Energy Website: http://www,energy,goy,akea. e) Surface rights plot sheets showing netlye dispositions, and individual activity plans can be purchased Elam MS,Main Floor,Petroleum Plaza, South Tower,9915 -108 Street, Edmonton, Alberta, T5K 2G8,Telephone: 780-413-3380,Fax; 780-413-3383 or Website: http, //www petrosurveys ea f) The Licensee shall contact the registered trapper, if any trapping areas(TPA)have been issued on the quarter seetions inoluded in this authority, at least TEN DAYS PRIOR TO COMMENCING ANY ACTIVITY, This must be done by registered mall and personal communication follow-up Is strongly recommended,The trappees name and address may be obtained from Alberta Energy, Crown Land Data Support(Telephone: 780-422-5727). For other information concerning registered traplines, contact the Client and Licensing Service, Sustainable Resource Development, Edmonton, Alberta (Telephone; 780-427-5185) upon receipt of this approval. The Lieensee may be responsible for any damage to traps, snares or other improvements.
Bxoirv: 2015-04-03
MoosItIon No: loci 10648
SCH.EDULE A
Administrative Conditions
g) Where applicable, the Department may,in addition to any other charges, assess a further charge of50 cents per acre($1.24 per hectare) on every sore or part sore in this authority to fund the Trapper's Compensation Program, Classification oflands can. be obtained from Alberta Energy, Crown Land Data Support, Telephone: 780.422.5727 or the Alberta Energy Webslto: het//mmenzgmba. h) The Licensee is responsible for obtaining any necessary federal, municipal and other permits and approvals with respect to this authority. i) Without restricting the provisions ofseetion 14 ofthe Dispositions and Fees Regulation, the Licensee agrees to indemnify and hold harmleis the Minister, its employees and agents from any and all third party claims, demands, actions or costs (including legal costs on a solicitor()tiara basis)for which the Licensee Is legally responsible, including those arising out of negligence or wilful ants by the Licensee or the Licensee's employees or agents. This hold harmless provision shall survive this Licence,
i) The Licensee shall, at its own expense and without limiting its liabilities herein, insure its
operations under a contract of General Liability Insurance, in accordance with the Alberta In,rurance"ict, in an amount not less than $5,000,000 inclusive per occurrence, insuring against bodily Injury, personal injury and property damage inoluding loss of use thereof including all losses, damages and harm that may result from the Licensee's activities and operations on the Lands. The Lieensoo shall provide the Department with acceptable evidence of all the insured prior to the commencement ofthe Work and shall promptly provide the Department with a certified true copy ofeach policy upon request, k) The Licensee acknowledges that these arc the minimum requirements that have been established by the Department, No representation or warranty of any kind is made by the Department as to the oompleteness or suitability ofthis insurance and the Licensee shall determine and satisfy Itself that it has appropriate and sufflaient coverage to satisfy its own risk and insurance requirements,and to cover its obligations under this Licence. 1) This authorization is granted subject to further amendment by the Department. 2. The Licensee shall obtain prior written authorization from the Department before deviating from an approved sketch or survey plan and/or standard as Identified within this authority, 3. The Licensee shall not in any way alter or modify this document. The Licensee shall immediately advise the Department of any errors or omissions in this document, Notification to the Department ofentry must occur within 48 hours ofslte entry. 5, A final submission must be submitted to the Department by the Licensee within the term of this Licence. 6. The final submission shall include:
Effotivo: 2011.0444
Thtoirv: 2015-04-03
Disposition No: 100110648
Lands Division Suetalnable Resouroe Development
' Short Term Licence of Occupation
SCHEDULE A Administrative Conditions

a) For an application that was submitted with a sketch plan or LiDAR survey, an as built survey plan or b) For an application that was submitted with e survey plan and the location ofthe site has changed an as-built survey or c) For an application submitted with a survey plan and the location ofthe site has not changed an affidavit signed by an Alberta Land Surveyor, 7, Charges calculated under Section 5 of the Dispositions & Fees Regulation will follow under separate cover,
..
All homes, authorizations and approvals issued under the Alberta Environmental Protection and Enhancement Act, Water Act or Public Lands Act should not be taken to mean the proponent(applicant) has complied with federal legislation, Proponents should contact Habitat Management, Central and Arctic Region, Fisheries and Oceans, at the appropriate local office as listed below, in relation to the application offederal laws rebating to the Fisheries Act (Canada), Bow and Parkland Regions (403)292.5160 Northern Bast Slopes and Northeast Boreal Regions(780)495-4220 Prairie Region (403)394-2920 Northwest Boreal Region (780)618-3220 Proponents should also contact the Navigation Protection Program, Canadian Coast Guard, 4253.97 Street, Bdnionton, Alberta, MB 5Y72 Telephoner 28O 49J-6325, relating to the NcTieble Waters Protection Act,
Effective: 2011.04-04
Expiry: 201544.03
Government of Alberta I
SCHEDULE 13 Provincial Approval Standards and Operating Conditions Approval Standards

100.1.
100.1.1,
Land Management
Location of proposed developments shall where practical be sited as follows, unless alternative siting can be supported by Regulated Industry Standards: a) Use existing disturbances or be !mated adjacent to existing occupied industrial dispositions, b) New linear developments shall: i) Use existing unoccupied linear disturbances (?,4 metres wide), 11) Parallel existing oecuple,d linear industrial dispositions, ill) Apply Integrated Land Management principles bttpillymarthabtum,found under Managing Programs > Integrated Land Management in development planning so that parallel roads closer than 250m are not created,
10012.
Locate wellsites and roads outside ofnatural forest openings(> 10 hectares)such as meadows when planning development aotivities, unless justifiable extra-ordinary conditions require alternative siting and are supported by the Energy Resources Conservation Board (ERCB), the Canadian. Standards Association(CSA)and/or Occupational Health and Safety(OHS)requirements, Temporary Work Space (as per the Temporary Field Authorization Guidelines at ,http://srd,albertma found under Maps,Po= and Publications > Forms > Lands Forms) shown at the time of application for short term disposition shall be valid for the term of the short term disposition,
100,1,7.
100.3.
100.3,1. 1003,2. 100,4. 00.4,1, 100.4,2, 100.4.4.
Soil
Permafrost degradation is not permitted. In permafrost areas, the surface shall not be stripped,
Watercourse/Waterbody
Resource extraction activities on islands and the bed and shore of pernianent waterbodies is prohibited, Activities shall not interrupt natural drainage(including ephemeral and fens), block water flow or alter the water table. The following watercourse setbacks for all activities from the edge ofsite or paralleling
Bulky: 2015.04-03
Disposition No: loo110643
SCHEDULE B
Lands Division Sustalnubis Resource Development
Provincial Approval Standards and Operating Conditions

linear dispositions shall be followed: a) Intermittent watercourses shall have a eatbaok of at least 45 metres from the top of the break. b) Sinai! Permanent watercourses shall have a setback of at least 45 metres from the top ofthe break, c) Large Permanent watereourses shall have a setback of at least 100 metres from the top ofthe break. 100,4.5. The following waterbody setbacks for all activities from the edge ofsite or paralleling linear dispositions shall be followed a) A minimum setback of45 metres of undisturbed vegetation shall be maintained fivm non-permanent seasonal wetlands, b) A minimum setback of 100 metres setback from the bed and shore of semi-permanent ponds/wetlands and shallow open water ponds and lakes, 100.4,6, Crossings shall be minimized, unless doing so results in greater disturbance (I.e. footprint hectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities) than creating a new orosslag, All crossings shall maintain fish passage. Crossings shall be compliant with Alberta Environment's Code ofPractiee under the Water Act; Water (Mlni,sterial)Regulation,
100.4,7,
100,6. 100.6.1.
Provincial Grazing Reserves(PGR)

Activities ate not permitted in fields currently being grazed or in fields scheduled for grazing in the current grazing season, unless the local Land Management Specialist has verified that the activity timing will not interfere with livestock operations. In areas with Irrigation fields, developments shall be on non-irrigated areas only. No activities are permitted on flood-irrigated lands at any time, Developments on provincial grazing reserves in the Grassland Natural Region must be shed within existing Industrial disturbanoes, cultivated areas or improved (tame) pastures. If developments do occur on native grasslands, they shall follow all approval standards and operating c,onditions of the Grassland and Parkland Natural Region identified in Section 100.10 of the Approval Standards and Section 200.10 ofthe Operating Conditions, Developments on provincial grazing reserves in forested areas that cannot use existing industrial disturbance must be located outside ofimproved (tame)pastures but directly adjoining (1,e, immediately adjacent to) the pasture boundary or the PGR perimeter, Where developments are required within improved (tame)pastures in forested areas that cannot use existing disturbance, they shall be located outside of, and immediately adjacent to any existing leave areas.
100,6,2. 100,63, 100,6.4.
I00.6.5,
Sffeotivo: 2011.04-04
13xoirv: 2,015-04.03
Disoosition No: loo110648
SCIIEDULE B Provincial Approval Standards and Operating Conditions

100,7.
100,7.1,
Rocky Mountains Forest Reserve

Lowrie wellsite and assooiated facilities, exoluding pipelines, outside ofnative grasslands or Identified Unproved(tune) pasture areas, unless doing so results in greater disturbance (I.e, footprint hectares)and/or negative environmental impacts (e.g. impacting landscape sensitivities, additional watercourse mussing).
100.8.
100,8.1.
Wildlife
Locate activities away from important wildlife features Including mineral licks, raptor nests, active don sites, and hthernaoula by a minimum buffer distance of 100 metres, Puffer distances wil1 be greater for identified sensitive species and features (Subsection 100.9.1.), Where an Integrated Resouroe Plan or Protective Notation Identifies a greater set baok, the greater sot back shall prevail, In areas where limber pine and whitebark pine are encountered follow the following setbacks, High impact aotivities require a 300 metre setback, Medium and low impact activities require a minimum of a 30 metre setback, A description ofHigh, MOCIIIIM and Low risk developments referred to can be found in Appendix') ofthe Approval Standards,
100.8.2. 100,83
Operating Conditions
200,1.
200.1,1. 200,1.2, 200,1,4. 200,1,5,
Land Management
The disposition holder shall furnish proof that the holder has compiled with any and all of the provisions of the holder's disposition in a form and time required by the Minister, Pipeline vegetation removal associated with stop-out or wildcat wells shall not start until it is known that the activity is required based on a producing well. Locate temporary activities (e.g, largo oarnps, remote'sumps) adjacent to permanent, ail. weather mess or to existing industrial dispositions, Where aooess control is required by the Approval Standards, the control measures identified below shall be maintained, monitored and their effeotiveness reported on to the SRI)Area Office by March 31" each year after issuance of the final disposition: earthen berms, permanent or temporary removal of water orossing structures banioades signage locked gates manned oheokpoInts road seourity patrols, rixuirvi 2015-04-03 Disoosition No:lot:110648
Effeetive: 2011-04-04
Government of Alberta s
SCHEDULE B

Reports shall be immediate when a selected access control method is found to be ineffective. 200,1,6. Where access control is required by tho Approval Standards, the potential entry point will be signed with the following text: Notice Under the authority ofthe section 54,01 of the Pvblia Lands Act this road Is closed beyond this point for the purpose of Wildlife Management Fisheries Management Water Management Vegetation Management Security
Unauthorized on-highway motor vehicles are prohibited. Operators or unauthorized vehicles beyond this point may be found guilty of an offence, Warning: Cate may be locked without warning(NOM rise this llne only {,gate Is used) In ease of an etnergency call: 1-XXX-XXX-)00a For general inquiries please oall: I.XXX.XXX-X)00( Commercial Users contact the disposition holder at; Company Phone Number LOC No.11 200,1,7. When gates aro used for access control, the following conditions shall apply: a) Locked gates shall be constructed at locations and in a manner which will contribute to their effectiveness in preventing access to the road (in combination with applying public aeons restrictions). b) Gates shall remain closed at all times when not in use. 0) Locks shall be placed in a structure that is designed to protect them ftom being broken. d) As locks are lost or destroyed, they will be replaced as soon as the disposition holder Is made aware of the need. e) Gates will be designed to ensure that passage of a 4x4 vehicle Is restricted. This may include the use of barrier rook, berms, ditches, placement ofthe gate before a bridge or other impediments to travel around the gate. All gates will be installed in such a manner that a safety hazard is not created,
Effective; 2011.04-04
137totrit 2015-04.03
Lands division Sustainable Resource Development
SCHEDULE B Provincial Approval Standards and Operating Conditions

f) tJse of combination looks is required, Whore this is not possiblo and keyed looks aro used, double looking using nn SRD look is required, (Double looking rofors to a company look and a SRD look on the same gate, allowing each party to pass using their own keys), g) Disposition Holders will only make combination look changes with prior oordirmation from the Officer in charge. 200,1,8, For non-producing wells, the inaotive portions) of the access road that is lin nediately adjacent to a publio road(s) shall be olosed to highway vehicle traffic within 1 year of well non-production. Method and location of acoess control features shall be provided to the SRD Area offloo in writing, Any existing hnprovements(e.g.forams, water control structures, and signago)that were damaged as a result ofindustry activities on the land shall bo repaired and/or replaced to original condition within 30 days or immediately if occupied by livestock,
200,1,9.
200,1,10. Road grades and wellsito pads, including cross structures, shall be maintained for proper drainage (i.e. surface rutting is to be graded), 200,1,11. The application ofrollback within FireSmart Community Zones shall be determined through the Consultative Notation(CNT)process in SRD. 200,1,12, In addition to tho oporatbtg oonditions in this dooument, all activities shall be coordinated through Energy Industry Control at(780)842.5850 for aotivIty on Canadian Forces Base/ Area Support Unit, Wainwright and(780)573-'7206 for activity on Canadian Forces Base/Area Support Unit, Cold Lake. 200,1,13, Concurrent construction of a pipeline, wollsito, and acoess prior to provon results shall only be permitted for in-field wells for unconventional developments where a high degree of production certainty can be demonstrated,
200.2.
200,2,1, 2002,2,
Vegetation
Manage all weeds as per tho Feed Control Act. Vegetation control (mechanical mowing/brush control) along linear ROWs shall not occur between May lay and Ally 310 , notwithstanding the need to comply with the Weed ControMot with the following exception: in Grassland and Parkland Natural Regions, vegetation control between May 14 and July 31$1 for vehicle access, is limited to mowing no more than a 4 metre area centered on the driving lane. Application of chemioal methods shall not occur within 30 metres of any watorbody or watorcourso, unless otherwise authorized, All equipment used shall be loaned to be free of woods.
200.2,5. 200,2,6,
Expiry: 2015-04-03
DiscosltIon
loci 10648
SCHEDULE B

200,2.7. When reseeding use only seed that meets or exceeds Certified 1.1 1 as outlined in the Canada Seeds Act and Seeds Regulations. Seed used shall be ergot free or cleaned for removal of ergot bodies, Seed mixes are to be free of the species listed in the ined Control/lot. A seed analysis for eaoh species shall be provided, to SRD, upon request. When reseeding with native seed, seed shall be ergot free or cleaned for removal of ergot bodies, Seed mixes shall be free ofthe species listed in the Weed Control Act, Native seed shall not include any ofthe following agronomic species: timothy, Kentucky blue grass, creeping rod fescue, smooth brome, orested wheatgrass, meadow brome, Dahurian wildRye, perennial ryegrass, Russian wildRye, Altai wildrye, alfalfa, sweet clover, deer rnlikvetch, and Kura clover. A seed analysis for eaoh species shall be provided,to SRD, upon request. Revegetation with trees or shrubs within the Green Area shall be consistent with the Alberta Forest Genetic. Resource Management and Conservation Standards Manual located on the SRD web site at hitastitglicaloa> Managing Programs > Forest Management Manuals & Guidelines,
2002.8.
200.2.9,
200.2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD,
200,3.
200.3.1, 200.3,2, 2003.3, 200.3,4.
Soil
Activity shall be suspended during adverse ground conditions. Soil and surface erosion and sedimentation shall be prevented and controlled on all disturbed lands. Soil shall not be removed from the disposition unless authorized, Where soli stripping occurs, salvage all topsoil. Soil horizons A and B must be stripped and stored separately. Store topsoil separately from,subsoil and woody material, such that it ean be distributed evenly over the disturbed area for progressive (interim) and/or final reolamation, For forested lands, where topsoil is less than 15 centimetres, conservation shall include the topsoil plus the B-horizon up to a depth of15 centimetres unless the B-horizon is considered unsuitable(chemically or physically). Storage piles/windrows shall not encroach into adjacent standing thnber, Disposal pits, required in connection with the activity, shall be located in impermeable soil. Where impermeable soil is not available,impermeable talks may be used to colleot all waste and then dispose ofat an authorized waste disposal faollity, Soil sterilants are prohibited,
200,3.5.
200.3.6, 200.3.7,
2003.8,
2003.11, Soil rutting shall not occur on minimal disturbance sites. 2003.12, In permafrost areas, utilize snow (natural or man-made) to establish a level surface,
EffeotIve: 2011-04.04
Esuirv: 2015.04-03
Diseesition No: loo110648
Government Of Alberta I
SCITEDULE B

200.4.
200,4,1,
Aotivitles shall not result In the deposition or placement of debris, soil or other deleterious materials into or through any watercourse and/or watorbody, or on the lee of any watercourse and/or watorbody. Keep watercourse crossings free of accumulated debris or ice that could irnpodo the flow of water and subsequently cause erosion. a) Remove lee-dams from culverts, Culverts plugged with ice are to be re-opened to prevent flooding over the road, through the ditch, or around the crossing structure during spring thaw, b) Removo debris that compromises water flow immediately upstream from or under crossing structures.
200.4,2,
200.4.3, 200,4,4,
The organic, soil layer and lessor vegetation will not be stripped from portions ofthe disposition not needed for the road grade on approaches to watercourse crossings, Where crossings have been removed, the bank or shoreline of all affected watercourses snd/or waterbodios shall be immediately stabilized and/or alterations or modifications to the bank or shoreline shall be restored, Access for water withdrawal requires a Temporary Field Authorization approval, Bridge abutments shall not constrict the normal watercourse channel. Bridge spans shall extend beyond stream banks and abutment walls, Water from roads, ditches and bared soil surfaces are not to be permitted to drain directly into watercourses, Where vegetatod buffers alone do not retard water and sediment movement effixitively, appropriate obstructions(o.g logs, rooks, mounds)or sediment control structures shall be installed to dissipate the flow of water and capture sediment prior to entering the watercourse. Wateroourse structures shall be maintained to prevent sedimentation and erosion, Erosion oontrol measures (e,g. silt fences, matting, gravel, and cheek dams)shall be installed and maintained.
200.4.5, 200.4,6, 200.4,7,
200,4,8. 200.4.9,
200,5.
200.5.1,
Reclamation
Conduct progressive reclamation and Interim oloan-up, including built but rtot drilled sites, for the wollslte and all associated disturbanoes(log decks, remote sumps, campsites, borrow sites, etc) ofthat disposition as per External Directive SD 2010-02 Progressive Reclamation and Interim Clean up found on the SRD vvobsite hapidymi.saLalbertlea/ under Maps,Forms & Publications > Directives > Lands,
BffootIvo: 2011.04-04
anIrvi 2015-04-03
D1nosition Not loo110648
Government of Alberta m
SCH 14,DULE B
Lands Division Sustainable R000urao Development

200,6.2. For final reclamation, follow tho 2010 Reclamation Criteria for Wellsites and Associated Facilities located httpilivvww,envIrenmatollIeri under Lands > Peoorarn 8c Services > Reclamation 8sRemediation > Upstreatn Oil & Gns as updated or amended.
200,6.
200,6,1. 200,6.2. 200.6.3. 200,6,4,
Provincial Grazing Reserves(FGR)

Access is permitted during frozen or dry-ground conditions only, Contnot the lapel Land Management Specialist prior to entry onto the reserve to verify that timing ofthe nativity will not interfere with livestock operations. No activity shall occur during livestock take-in or take-out dates, Once the field has been grazed, and is no longer scheduled for the remainder ofthe grazing season, activities are permitted with approval ofthe local Land Management Specialist, Ifthe location ofan nativity prevents livestock access to identified watering facilities, provide permanent or temporary reliable and clean alternate water source(s), All fence line crossings along access routes shall use appropriate structures (e.g. cattle guards, gates)so cattle cannot escape. Fences surrounding oil and gas activities are required in grazing pastures within the POP, as follows: a) All welisites within pastures, excluding: Bow Island, Lonesome Lake, Hays,Pinhorn, Sage Creek, Seven Persons, Purple Springs and Twin River, unless otherwise directed by a Land Management Specialist, b) During construction, c) Revegetating of the disturbed site,
200.6.5. 200.6,6, 200,6,7.
200,6,8.
Fencing locations shall be reduced to the immediate surroundings ofthe infrastructure/ facilities once construction Is complete and once the disturbed area is revogetated (interim reclamation), a) Damaged existing perimeter pasture fences, shall be repaired or rebuilt to the asset specification standards ofthe PGR Fence Specifications,
200.6.10,
Where borrow material is required and the end product Is a dug-out, a 2,5 centimetre aperture size goo-grid shall be installed to 9 metres in from the edge on both end slopes. The top end of the gee-grid shall be dug in 1 metre,folded over, and reburied, a) 30 centimetres of 5 cm crushed gravel shall be laid over-top ofthe goo-grid.
Effective: 2011-04.04
Exoltv: 2015-04-03
Disposition No: lool 106413
SCHEDULE B

b) Salvage to topsoil: Spare subsoil shall be spread, with topsoil distributed over top, Disturbed area shall be seeded in accordance with the Weed Control Act, a) All borrow pits should be built at a 4:1 slope on both ends, 2:1 slope on the sides and at minimum, 21 x 55 x 5 metres in size. 200.6,11, Progressive/Interim reolatnation to pre-oonstruotion vegetation community types is required once construotion of permanent facilities is complete, Reduce/minimize the fenced area around the disposition (footprint) after the area has been successfully revegetated. 200,6.12. Culverts shall be beveled on both ends to minimize injury to livestock, Riprap shall be placed around culvert ends, 200,6,13. Log storago and hauling on tame pasture allowed only during frozen-ground conditions, 200.6,14, Water removal from dugouts,surface ponds, springs, or water wells is not permitted within the grazing reserve unless approved by a Temporary Field Authorization,
200.7.
200.7.1, 200,7.2. 200.7.4,
Rocky Mountains Forest Reserves

As per section 21 ofthe Forest Reserve Regulation, allotment holders must be contacted, Ifthe location of activity prevents livestock access to identified watering facilities, provide permanent or toniporary, reliable and clean alternate water source(s). Water removal from dugouts or developed springs is not permitted unless approved by a Temporary Field Authorization,
200,8,
200.8,1.
Wildlife
All activities shall follow the industrial practices in the Albertal3ear- annanLonfliet lYtaallieatentatalta..(Appendix A).
Effective: 2011-04.04
Expiry: 2015.04-03
DIseesition No: loc110648
SCHEDULE C
Landscape Analysis Tool Report
License of Occupation(LOC)
0000006333 Page 1 of 6 Time: 10:07 12 AM LAT Number; LAT Date; Project Name: Project Description; 0000006333 2011.02-25 Penn West 3.25-91-13-W5
Disposition Type: Activity Type:
License of Occupation (LOC) Class In Road (CLS3RD)
Disclaimer: The information provided within the LAT Tool is 41 spatial representation of features provided for land use planning. The accuracy of these layers varies depending on the resource value being represented, Ground-truthing is required to ensure that the applicant will meet the applicable Integrated Standards and Guidelines,
EffeotIve: 2011-04-04
linirv: 2015.04-03
DlapositionNol loc110648
SCHEDULE C
0000006333 Page 2 of 6
Northern Sunrise Coun
Dalshowa-Marubeni ntemational Ltd, (East)
INTO11e.191 ifiktkittrO
EffectIvo; 2011.04-04
Exoirv: 2015-0443
Disnositiaa No; loo110648
SCHEDULE C
0000006333 Page 3 of 6
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Na ''' rP* s- angaroo RgiRange Na ..,v,--41:--- -3 ' - iN , ,--,, .... . ;) ,r li , .., Itf-iiit ." . 4 ,, 714 'iiiV-44F4g ikcli Stet:S d -*S1, 'ameallilzb '. 4 ' No r.pin P overAWaterbodies No Tr-33 :i ' ' :5 4.4 -.'=', P;PA= 1" , =.4 1 , 2 Y''''Va .-,} -,p..., . , . ..: , <-.:v I..;:,tk ---v..1A ,i ' '''" e z&- -.o.s.. ,,.... , . -,-.e,<. , ., ..,!.;:v,, ,,, 41 ensItive mphl lans, . 1,,-74Endangeredkan -ve,warAv. , j, 4 4 ; v.', 0 +.1-..& Is. -144.z.r,......1 , V.4-445.2.1, I No 1 ..-, -1Rapciest reatenediRlants4Ranges , ,... .-x< Iv, ... ' .0`ic , V.MT. F.47 71.:- , --`-r v""Vs.tif-EttA,.. , <-e:4;:ta:', ,W.', ,?1,' ( , .i, ..... , elAensitivelan ---.2-...y. \,..,...,,, , ,I,.., -,. Na a nouZpr_te I No n anaeredSoed T -vne.:*P ,---. , 41Nn N. 2 ;Ffli:ORI :1.t.-.OJIA:Ifi,ia1 ... ....._ . 1 rumpater4wam-,-. No -4 .; Hu yiBeaniZone No 6' 1... ter , 4 , 0cuz,-*:ftt.V.r-z-4:"4:7,s ,'. I,. a erbo es/Watercourse, .- 4 . . ,, i Ic` ' aNgi'' ,1''..e 1. r40. 1Arizo-, -ivawki-AiV:k5;re,?..; ( :W Key-Wilalifeen , peclalfAcces .st ti No j , -.4,-..,#,...w---1,--,,,-31..,1, 37, Na RA0 - 14..";-,..!.'1/-0. ,-,.'t r,_,,,,,.n., ., p 19.41yersityiZonesw,"r..-4, <2 1.f,y2-a-Alreakui rg.,.(4. 1 !-- ,.,::1,0k.0;??., r ,. 11 - i.kix.57 0 , 4"-,MAINViliii , , x,m-3 ....Yi4zP::iiib
qatOr,-, ir ''''.' .41 Industry will ensure that the WatercOurse/Waterbodles standards and P,toxfm 6 conditions as defined within the Integrated Standards and Guidelines are , followed, To ensure these setbacks and buffers are addressed and W-gt j eTi?...< 6 2.,..-dY ft % t, - I ''' . maintained, It Is recommended that a pre-site assessment occur. edi 4
liWaa3g
li' Areas. ,L 1a -, , , ,....--1 J , - :41.(4.:-it!i , ,,VisT ,. ,,,., ,,L,yeega7 :., .:, , f. ensitive,,Repto,Sang e.r J No .,.41e, , , o-,),,:,1;15-.0,14, -0-,,,iow.i44::, , ,,,k.,..,,, . ......,-e.44-2$,, c.,,, e , ' . . . . i .4 (wei,..k,,A , ,, , urrowing 04r1 Ran No 1 'Pi A rY ' f.FMN51..-4,V,..,...,01,..,.,. ,-,-, , 11 *.p..-.:mgpb-,.:r A,..alia.:ft , ;.,;1. .." V. ...Atli, ..z-thiA Y,:i1,1 ' 44 . arpdalled.Grouse Rarige:f ; N No r. ,-1, tii.....-Ns,m,,,,,p,,.4 . ,
.0.1.e 't1"'t P''''''' oVA: ,...p+A, , ,rigVi-
. 3, Mit f.X. ,..
h ,-
,<: . -Kii!Liii-,0iffilf-tiiAWKif:tiliitiir
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: , 1; - , ,.,, '
-. ;4:fi:r.;
r1).'-'1 Wlf *.o., %79t rass an I an tirii ,or Al .,a urg < sTITIT n aei ura l treg lir rlI on...., , M-
. ,-,en-zw. , z-7 , , 7; , :t ,-70. ,,
i , w.,, , " ,.,w:f1ri --, , b ,, . -.,.
M. 44,R X . :, ,,,a,...7,
Bfroptive; 2011-04-04
nxpliv: 2015-04-03
Disposition No; loo110648
Government of Alberta 0
SCHEDULE C
Quarter Section Township Range Meridian
Ilmimmasa .
0000006333 Page 4 of 6
Sensitive Features by Quarter Section
:ai:rd:"Ix??;":rse , ., ,.*..zigy...si,;;...
..
',.:e
ivo.
vd:'.,. '''' 1';: q

,
A '- ., - - :-.. :,..1.94,2.4 :;,.. '13. 4 Ai',
NWIs 25 vi- 91 i
,,,,, .,
i,
1''r`"(f ,.. '

?i44Se./.5 f .. . -
5r
..,t
ji
Mit...6! , . e 2. 15,; . :1, 3 ,..,
-, 4 SW ' ( 6 V' 9
-. I:. 1-14. '0
''
.
;
g ,,.
:IA.
'
L 13
'
I%
Effective; 2011-04-04
Expiry; 2015.04-03
Disposition No: tool 10648
SCHEDULE C
0000006333 Pap 5 or 6
IIW35 41 13 4
HE 3601135
ItW 36 1/1 1 I3
NE 3061 130
IVIN 31 41 125 P 1
Lebond
h . SW3641 10 OE 3001 13 6 , .f
L__J ATS quarter Section gm DIOS OonAate

DIOS ApplIcallona 1:=1 ATS Tbwnefilry Perennial Stream Indollnato Stream ReCurring Stream SpIllway -- Aqueduct --- Canal Ditch Permit' Oxbow Recurring Oxbow E'i Camel Ea Dugout
'N,
054301 ` 195 .
...
$&31101 13 5
'0y,i51 41 125 I ") 47 ": +,
11W20 01 10 6
14 20 41 136 r`
, )!6 .,' 4 . 1,;.'1.3 6 ii . Q00000 A' / /
HE 26 41 136
ilW30 41126
.. i
.. ,.. ..,
rh S' 001135
, 0a2001 13 8
C , 65 25 01 12 5", , ,
-- . i 11E24 Di 15 s
i I.
SW3061124 \s , P'''''"'""` ,
konold
[7:1 lalands [sri. Lagoon Perennial take j - Remitting Lake Perennial Oxbow krAvj Recurring Oxbow quarry r. "1 Reaervolt River Wetland 1 11W 23 61 13 4
, ,^', , .1, , r,
i e..: e' n, .
,
En
110 2351135 t
HW24 41 135 .
Hvos 01 12 5
0'.4 , 41123EVP'6 '
/ .4 I Se li'l 1 5sW10 5W 24 41 13 fi t, 50 24,Di 10 61In' 7 ,

tetn11,,HI S:,n
rm.:
1:26,895 Ramulamonz"___=0, ,,,

0 375 750 1,500 2,250
Motors 3,000
Effeotive; 2011-04-04
&aim 2015-04-03
DisuosItion
loo1106413
SCHED ULE C
Division Sustainable Ftesourne Development
lands
0000006333 Page 6 of 6
Sensitivity Approval Standards and Operating Conditions
Effeativa: 2011.04.04
Bx0Irv: 2015.04-03
DIsoosltion No: 10110648
Schedule 1)
Application Supplement - Access
Lands Division Sustainable Resource Development Form Datoc Sep 0,0010
The appropriate supplement form must be submitted for each surface disposition application. AU blanks must either be filled in or'N/A,noted where applicable, Failure to fill out the document and form(s)completely win result in the application being rejected.
A. Access Denription
1. Access width AO
0 class
0 Class IV 2. Will padding of the access occur?
m and type of access; K Class II K Class V
E Class III
1: Class VI
Yes
(3 No
3. Topsoil handling/Topsoil stripping width;(Cheek the appropriate boxes for initial and final access) M Minimal surface disturbance(no stripping) El Snipping g Singh)Lift K Two Lift 0 Other Top cot1 will be stripped frotuge,R,O,W. and stored along the etmstruotion p top so11 will, cve r s gut d rt;1 c-tra I o rtlo of the cross over Lower grood froatusiterlal.to heAdmilgraiiigP419, Yi.P141220..iti Lamont tO,the soceSs,
Portiothtljuit ,
Explain if more than one box has been checked, 4, If this Access requires access controls as per the integrated Standards and Operating Conditions,define the type of access control that will be implemented on this access,Theztoicet is not within any wifctlikies that requires'acceo p9ntrpl nraurr,%, .6,1 a result, ganwi:000di0011) Velit-balia0; 5, Based on the land search of the affected lands, as defined within the Integrated Standards and Operating Conditions, ware any Reservations/Notations or Regional plans noted that require additional mitigation? Provide any additional mitigation or direction as provided within the plan/notation or from the supervising Area, Blimp 23,2011 L.9.61,oughirancitsgitgart ruomdigiLLUG,A0 . lands NA proJeot is to oc,opv., Alog t A.4101.1i an allibmitehampLeiatsla.abilIgy13,2011djui imellinles tgeetaL481m391,AttepsEt qd310( itiquifyjmy POPPriat 6, identify the date that your Historical Resources search was completed geptember ,2,p1.0 edition of %Mint of Mato,* Mrtitnimy If present, what Is the Historical Resource Value(IERV)of the affected lands? Not Listed 0l 02 El 3 K4
Ej5
If HRV is 1.5,an 'Application for Historical Resources Act Clearance' must be submitted to the Cultural Facilities and Historical Resource Division (cnartn) of Alberta Community Development,
Effective; 2011.04-04
Rxrdrv: 2015-04.03
DisnositIon No;100110648
Schedule D Application Supplement Access Date submitted dot tokiT4 aahnavyryy
Note: Activities on land that has an IRV of4 or 5 may require n Historical Resources Impact Assessment
(HRIA),
13. Watercourse Crossings

1, Do you plan to install any watercourse crossings that ore exempted for notification to AENV as per the Code of Practice for Watercourse Crossings. D Yes El No. If No',you do not need to fill out the fable below, If'Yes',identify the watercourse crossings within the table below. Crossing Number Crossing Method Culvertfiltidge Size Diameter (mm)x length (m) X X X X X WaMr course slze
Class
LS So
Twp
RP
(1.4)
Specify If restricted 1\4 " activity period (ddinuntyyyy) From To From To . From
To
.._ Class of Waterbed) , train COP (A,13,C,D)
initial Final Initial Final Initial. Final Initial Final Initial Final .
From To From To
Any Notice approved as per the requirements under the Code of Practice for Watercourse Crossings are to be attached to the electronic application submission,
13xoirv: 2016.04-03
Disuosition No: loo110648
SCHEDULE E
Lands
SRO PLAN, NUMBER' 129716 MS, 2011-03.24 PURPOSE: ACCESS ROAD (OIL AND GAS ONLY) AdeoWLands: Qtr/LS Sec Twp Rge Mer SW SW 25 36 91 91. 13 13 5 5
Lands DivMon Sustainable Resource Development
Qtr/LS Sec Twp Rge Mer NW 25 91 13 5
2011.03-24 08:54:26 MDT
EITotIve: 2011-04-04
8xoirv: 2015-04-03
Disposition 14P: loan 0648
NOVV THERE ORE the Department has by its duly authorized representative exeouted this disposition on the date noted below
\:\
Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource Development Dirootor, Public Lands Act
UserName: lindtsagan Title: Supervisor Date: Monday,04 April 2011,03:19 I'M Mountain Daylight Time Meaning: Authorization for Land Disposition
affective: 20114444
nxoirv: 2015-04.03
DIsnosition No:loo110648
Government of Aliaerta
LESSEE: PENN WEST PETROLEUM LTD, DXSPOSIT1ON 11673 NUM6ERI ` M S1 TERM:4 years PURPOSE; WELLSITE
Lands Division Sustainable Resource Dovelopmont
Short Term Mineral Surface Lease
THIS SBORT TERM LEASE made In duplicate on the date of approval. BETWEEN: ITER MAJESTY THE QUEEN In right ofthe Province of Alborta, as represented bY-tlie Minister of Sustainable Resource Development (the "Department") -and PENN WESTPETROLEUM LTD. ,(the "Lessee"), WHEREAS: A. The lands more particularly described In Schedule 'V and depicted in the plan number and version dated 129716 MS,2011.03-24 ,(the "Lands") are publio lands within the moaning of the Public Lands Act, MA,2000, c, P-40 (the "Act"); the Department has authority under the Act and the Dispositions and Fees Regulation, A.R. 54/2000 (the "Regulations") to grant dispositions on the Lands for purposes Incidental to the taking or working of certain of the mines and minerals contained in or underlying the Lands; the Lessee has the right to, or the right to work,certain dam mines and minerals contained in or underlying the Lands; the Lessee requires access to the Lands for purposes incidental to the taking or working of the said mines and minerals; and the Department and the Lessee (the "Partite)have agreed that the Lesse,e should have access to the Lands for thepurposes ofthis Lease,
E.
C. D.
E.
NOW TBIEREFOR11 the Parties hereto lime as follows; ' LEASE;TERM AND RENT: . Subject to the terms and conditions of this Lease, and in consideration dale foes, covenants, conditions and stipulations heroin reserved and contained on the part oftho Lessee to be paid, observed, performed and kept, the Province hereby leases to the Lessee the Lands for a term of4
Expiry: 2015-04.19
Disposition No: MSI,110673
THISIS EXHIBIT referred to in the Affidavit of &S.eakiaete--.- .....
Swor
?he this
.t_ A D 20IS
A Connuissiour for Oaths

in and for 1110nirDoe,414/Nbrb
?ODES
1;,, 11-.Irrisier andSolicitor
Lands Division Sueta'noble Re:set:roe Development
Short Tenn Mineral Surface Lease

a) damage to or destruotion ofthe land nccessarily and reasonably Moulted by the Lessee in preparing, constructing and documenting development on the Lands, b) severance, c) injurious affection of other lands ofthe Department adjoining the land, and d) nuisanoe, inconvenience and noise caused by or arising from the operations ofthe lessee on the land. Acceptance of the above-noted consideration does not absolve or relieve the Lessee from its obligation to indemnify the Department against all actions, claims and demands that may arise in the exercise or purported exercise ofits duties, rights, powers and privileges granted under this Lease, and does not absolve or relieve the Lessee front liability to remediate and reclaim the Lief:W.-The LeSted tinia tiSe-Onffent andl5esrliniustry-practices to"rnirtimim-damage, destruction, nuisance, inconvenience and noise its performing its operations on the Lands. I3, The Department agrees that the Department has the right to lease the Lands to the Lessee. Subjeot to tho reservations and terms and conditions contained herein, the Lessee, if not it) default, has the right to occupy and use the Lands without interruption or disturbance from either the Department or any person olaiming through or under the Department,
--
CANCELLATION OR EXPIRY OR ISSUANCE OF A REPLACEMENT LEASE: 14, Thu Department may cancel this Lease in accordance with either sections 26 and 27 or 81 ofthe Act if satisfied that the Lessee has failed to comply with any of the terms or eonditions sot out in, or incorporated Into, this Lease, whereupon all considerations, rents and charges shall be forfeited to the Department and the LOB= shall not be entitled to any compensation for work performed on the Lands or expendithros by the Lessee made incidental to this Lease, Upon cancellation or expity ofthe term of this Lease, and ifthe Department chooses to not issue a new mineral surface lease to repine() it, the Lessee shall at its sole expense within a time period specified by the Department remove all infrastructure and reclaim the Lands to a condition satisfhotory to the Department. Ifthe Lessee fails to remove infrastructure and reclaim the Lands to the satisfaction ofthe Department, the Department may perform the work, or have the work performed, on behalfof the Lessee and all resulting charges and costs shall constitute a debt owed to the Crown. Provided that the Lessee has satisfactorily complied with all applicable provisions, terms and conditions of this Lease, the Aot, arid Regulations, and provided the Lessee has provided to the Department a final submission referred to in Schedule "A" that is satisfactory to the Department, the Department may issue to the Lessee a long term mineral surface lease for a tens of not more than 25 years,
I S,
16,
INTERPRETATION: 17, Tho recitals shall fon an integral part ofthis Lease.
Expiry: 2015.04-19
Disposition No:M8L110673
18.

Any reforenoe to the Act or the Regulations shall include the Aot or Regulations an subsequently amended or revised, or any statutes or regulations passed in substitution thereof. All provisions ofthe Act and Regulations that expressly or by implication relate to a IVIineml Surfaco Lease apply to this Lease and shall be read and construed an if the same had been set out and Incorporated herein. Whore any provisions ofthe Aot or Regulations conflict with anything contained in this Lease, the provisions of the Act, and then the provisions ofthe Regulations shall prevail over this Lease. All subsequent approvals, amendments or waivers issued by a Department employee responsible for the management ofsurface activity on the Lands must be in writing. All Appendices and Schedules referred to and attached herein, and all subsequent approvals, atnendments or waivers in writing form part of this Lease, Service of a notice upon the Lessee may be given by personal service, electronic facsimile or ordinary mail sent to the Lessee at the Lessees last known facsitnile number or postal address recorded by the Department, Any notice shall be deemed to have been effectively given on the day delivered or sent by facsimile, or if sent by mail on the fifth day after it was mailed. It Is the Lessee's responsibility to advise the Department in writing of any change in its electronic or postal addresses. This Lease is governed by the laws date Province ofAlberta. The Lessee acknowledges that terms of this Lease,including the name ofthe Recipient, may be subject to disclosure under the Freedom ofInformation and Protection ofPrivacy Act, R.S.A. 2000, a. P-25, as amended. The Lessee further acknowledges that Freedom ofInformation and Protection ofPrivacy Act applies to all information and records provided by the Lessee to the Crown and to any information and records that are in the custody or control ofthe Crown,and that by submitting any information and roords to the Crown, the Lessee thereby waives any confidentiality or privilege respecting such information or records unless the Lessee requests, and the Crown egos,that confidentiality or privilege be noted on a specific document and sets out reasonable and rational grounds for doing so, This document Is your authority to mess the Lauds and provides the right to, or the right to work, pertain ofthe mines and minerals contained in or underlying the Lands. The Lessee shall retain ft copy of this Lease on aleph site during all phases of activity, including, iCapplicable, preparation, construction, developtnent, maintenance and abandonment, An original of this Lease Is filed at the offices of Sustainable Resource Development,Land Dispositions Branch, 9915 108 Street, Edmonton, Alberta. The original will be used as the authority should any discrepancies arise in content of counterparts or subsequent copies of the original. By originally submitting its application in Which it agreed to be bound by the terms and conditions of any resulting disposition the Lessee is hereby doomed to have exeouted this Lease and is hereby bound by all terms and conditions sot out in, or incorporated into, this LefISO.
19.
20,
21.
22,
23,
24. 25,
26.
27,
28.
Bffeeilve: 2011414.20
Bxelrv: 2015-04.19
Disnesition No: MSL110673
SCHEDULE A
1, The Holder of the Short Terns Mineral Surface Lease shall comply with the conditions set out it: this Schedule "A": a) The Lessee shall pay to the Department on the execution ofthis Lease the first year rental charges plus an additional lump-sum consideration calculated by the Doparttnent in aceordance with the Department's processes approved by the Minister under Section 9,1 of the Aot(colleotively "the eonsideration") and as compensation for other initial benefits accruing to the lessee,'The Lessee shall pay to the Department the reoccurring rental on the anniversary date in each and every year thereafter during the term ofthe Lease. b) The annual rent is payable yearly in advance in accordance to the rates established by the Department for the purpose for whioh this,Lease-is granted: a) Payments required by this document are to be made payable to "The Minister of Finance" and may be delivered to the nearest departmental field office, or mailed to: Sustainable Resource Development Lands Division Main Floor, Petroleum Plaza, South Tower 9915 - 108 Street Edmonton,Alberta T5K 208 d) The Lessee shall not conduct any aetivity on the Lands where prior rights have been issued without the oonsent ofthe holder of these prior rights, A list of prior and,subsisting authorizations and dispositions (prior rights)issued on the quarter sections ineluded in this authority can be purchased from Alberta Energy, Crown Land Data Support, Telephone: 780-422-5727, or the Alberta.Energy Website: http://www,energy,gov,alea, e) Surface rights plot shoots showing :lobe dispositions, and individual aotivity plans can be purchased from MS,Main Floor, Petroleum Plaza, South Towee, 9915 - 108 Street, Edmonton, Alberta, T5K 208, Telephone: 780-413-3380, Fax: 780-413-3383 or Website:
I 11 AdiA
t) The Lessee shall contact the registered trapper, if any trapping areas(TPA)have been issued on the quarter sections included in this authority, at least TEN DAYS PR OR TO COMMENCING ANY ACTIVITY, This must be done by registemd mail and personal communication follow-up is strongly recommended, The trapper's name and address may be obtained from Alberta Energy, Crown Land Data Support(Telephone: 780-422-5727), For other information eoneerning registered traplines, contact the Client and Licensing Service, Sustainable Resource Developsnent, Edmonton, Alberta(Telephone; 780-427-5185) upon receipt of this approval, The Lessee may be responsible for any damage to traps, snares or other improvements,
Mph:2015-04-19
DlsnosltIon No: MS1,110673
SCHEDULE A
Lando Division Suetainable Resource Development
g) Whore applicable, the Department may,in addition to any other charges, assess a further charge of 50 cents per acre($1.24 per hectare) on every acre or part acre in tbis authority to fund the Trapper's Compensation Program. Classification of lands can be obtained from Alberta Energy, Crown Land Data Support, Telephone: 780_422-5727 or the Alberta Energy Website: /AAA " f tr I It) The Lessee is responsible for obtaining any necessary federal, municipal and other permits and approvals with respect to this authority, i) Without restricting the provisions of section 14 ofthe Dispositions and Fees Regulation, the Lessee agrees to indemnify and hold harmless the Minister, its employees and agents from any and all third party claims, demands, actions or oosts (Including legal oosts on a solicitor.. client basis)for which the Lessee is legally responsible, Including those arising out of negligence or wilful acts by the Lessee or the Lessee's employees or agents. This hold harmless provision shall survive this Lease,
j) The Lessee shall, at its own expense and without limiting Its liabilities heroin, insure its
operations under a contraot of Oenoral Liability Insurance, in accordance with the/fiber/a Insurance Act,in an amount not less than $5,000,000 inclusive per commence, insuring against bodily injury, personal injury and property damage including loss of use thereof ineluding all losses, damages and harm,that inay result from the Lessee's activities and operatic= on the Lands, The Lessee shall provide the Department with acceptable evidence doll the insured prior to the commencement ofthe Work and shall promptly provide the Department with a certified true copy ofeach polioy upon request,
k) The Lessee acknowledges that these are the minimum requirements that have been established by the Department. No representation or warranty of any kind is made by the Department as to the completeness or suitability of this Insurance and the Lessee shall determine and satisfy itselfthat it has appropriate and sufficient coverage to satisfy its own risk and insurance requirements, and to cover its obligations under this Lease. l) This authorization is granted subject to further amendment by the Department. 2. The Lessee shall obtain prior written authorization from the Department before deviating from an approved sketch or survey phut and/or standard as identified within this authority. 3. The Lessee shall not In any way alter or modify this document. The Lessee shall immediately advise the Department of any errors or omissions in this document, 4. Notification to the Department ofentry must occur within 48 hours ofsite entry. 5. An as-built final submission must be submitted to the Department by the Lessee witltin the term of this Lease,
Efibetivo: 2011-04-20
Bxrolpit 2015-04-19
DIsoosItion No: MS1,110673
SCHEDULE A Administrative Conditions
6, The as-built final submission shall inolude:
Lando Divlolon Sustalnablo Ramiro Llovolopment
a) For an applioation that was submitted with a sketch plan or LIDAR survey, an as built survey plan or b) For an application that was submitted with a survey plan and the location ofthe site has changed an as-built survey or c) For an application submitted with a survey plan and the location of the site has not changed an affidavit signed by an Alberta Land Surveyor, - Charges calculated.under..Section 5 ofthe Dfspo,ritfotish.F,eesiRegulation.will followitinder_separate. cover. All licences, authorizations and approvals issued under the Alberta Environtnental Protection and Enhancement Act, Water Act or Public Lands Act should not be taken to mean the proponent(applicant) has complied with federal legislation, Proponents should contact Habitat Management, Central and Arctic Region, Fisheries and Oceans,at the appropriate local office as listed below, hi relation to the application offederal laws relating to the Fisheries Act(Canada), Bow and Parkland Regions(403)292.5160 Northern Bast Slopes and Northeast Boreal Regions(780)495-4220 Prairie Region(403)394-2920 Northwest 13orettl Region (780)618-3220 Proponents should also contact the Navigation Protection Program, Canadian Coast Guard,425397 Street, Edmonton,Alberta, T6J3 5Y7, Telephone:(780)495-6325,relating to the Navigable Waters Protection Act.
Expiry: 2015.04-19
Disuositionlgo M31,110673
SCHEDULE B
Lando 'Alston Sustainable Rooftree Development
Provincial Approval Standards and Operating Conditions Approval Standards

Land Management
100.1.1. Location of proposed developments shall, where practical, be sited as follows, unless alternative siting oat be supported by Regulated Industry Standards; a) Use existing disturbaaoes or be located adjacent to existing occupied industrial dispositions. o) New wellsites i) Use existing, unoccupied, disturbances that are within 250 metros ofthe proposed drill location. ii) Locate the proposed wellsite adjacent to codsting occupied industrial dispositions that are within 250 metres of the proposed drill location. 100.1.2. Locate) wellsites and roads outside ofnatural forest openings(> 10 hectares)such as meadows when planning development activities, unless Justifiable extra-ordinary conditions require alternative siting and are supported by the Energy Resources Conservation Board (ERCB), the Canadian Standards Association(CSA)and/or Ocoupational Health and Safety(OHS)requirements. The following welisite sizes shall apply, unless alternative sizing can be supported by Regulated Industry Standards: a) Single rig sites shall not exceed 110 metres x 100 metres or equivalent area(1.10 hectares), b) Double/Triple rig sites with loss than 5 metres of elevation difference from any corner to the well centre shall not exceed 120 x 120 metres or equivalent area (1.44 hectares). c) Double/Triple rig sites with greater than 5 metres ofelevation difference)from any corner to well centre shall not exceed 130 x 130 metres or equivalent area(149 hectares). d) Single-well pads upgraded to a multi-well pad (with existing foilities) may be extended up to 0.72 hectares to accommodate the second well centre; additional well centres may be cleared up to 0.18 hectares,
100.1.3.
Effective: 201104-20
Exult-v:2015.04-19
Disposition No: MS1,110673
SCHEDULE B
Lands Division sustainabiokosourooDovewpmont

e) Horizontal(unconventional) well pad sites with less than 5 metres of elevation difference from any eorner to well centre shall not exceed 130 metres x 130 metres or equivalent area (1,69 heetares). 100.1,4. The difference in elevation from well centre to any corner ofthe wellslte shall not exceed 10 metres ofout/fill, unless alternatives can be supported by Regulated Industry Standards, Temporary Work Space (as per the Temporary Field Authorization Guidelines at http://srdAlheraa,found under Maps,Forms and Publications > Forms > Lands Forms) shown at the time of application for short term disposition shall be valid for the term of --. .... _ . tiro shot~t'terrti-disposition:
100.1.7.
100.3.
100.3,1. 100,3,2.
Soil
Permafrost degradation is not permitted. In permafrost areas, the surface shall not be stripped.
100.4.
100.4,1. 100.4.2. 100.43. 100.4,4,
Re,90111.00 extraction activities on islands and the led and shore of permanent waterbod[es is prohibited. Activities shall not interrupt natural drainage(including ephemeral and fens), block water flow or alter the water table. Wellsites and pipeline installations shall not be constructed within 15 metres of an ephemeral waterbody or ephemeral watercourse, The following watercourse setbacks for all activities from the edge ofsite or paralleling linear dispositions shall be followed: a) Intermittent watercourses shall have a setback ofat least 45 metres from the top of the break, b) Small Permanent watercourses shall have a sotbaok of at least 45 metres from the top ofthe break, e) Large Permanent watercourses shall have a setback of at least 100 metres from the top ofthe break,
Expiry: 2015-0449
Disnosition No: MIA 10673
SCHEDULE B
Lands DivMon Sustainable Resourso Dovelopmont

100,4.5. The following waterbecly setbacks for all activities from the edge ofsite or paralleling linear dispositions shall be followed; a) A minimum setback of45 metres of undisturbed vegetation shall be maintained from non-permanent seasonal wetlands, b) A minimum setback of 100 metres from the bed and shore ofsemi-permanent ponds/ wetlands and shallow open water ponds and lakes. 100,4.6, Crossings shall be minimized, unless doing so results in greater disturbance footprint hectares) and/or negative environmental Impacts (e.g. Impacting landscape sensitivities) than creating a now orossing. All crossings shall maintain fish passage. Crossings shall be compliant with Alberta Enviromnent's Code ofPractiee under the Water Act,. Water (Ivlinisterial) Regulation.
100,4.7,
100,6,
100,6.1.
Provincial Grazing Reserves(PGR)

Activities are not permitted in fields currently being grazed or in fields scheduled for grazing in the current grazing season, unless the local Land Management Speoialist has verified that the activity timing will not interfere with livestock operations. In areas with litigation fields, developments shall be on nonirrigated areas only, No activities are permitted on flood-Irrigated lands at any time, Developments on provincial grazing reserves la the Grassland Natural Region must be sited within existing industrial disturbances, cultivated areas or improved(tame) pastures. If developments do occur on native grasslands, they shall follow all approval standards and operating conditions of Grassland and Parkland Natural Region identified In Section 100.10 ofthe Approval Standards and Section 200.10 ofthe Operating Conditions, Developments on provincial grazing reserves in forested areas that cannot use existing industrial disturbance must be located outside ofimproved(tame) pastures but directly adjoining (1.e. immediately adjacent to) tho pasture boundary or the PGR perimeter, Where developments are required within improved (tame) pastures in forested areas that cannot use existing disturbance, they shall be located outside of, and immediately adjacent to any existing leave areas. Kleskun Lake provincial Cirazing Reserve - Wellsitc pads shall be built to a minimum elevation of 657,5 metres above sou level and a solid perimeter clay berm be maintained at a minimum level of658,3 metres,
100.6.2. 100.6.3. 100.6.4.
100.6.5.
100.6.6.
Effeativo; 2011-04-20
Expiry: 2015.04-19
Pluposition
MSL110673

100.7. 100,7,1,
Rocicy Mountains Forest Reserve

Locate wellsite and associated facilities, oxoluding pipelines, outside ofnative grasslands or identified (tame)pasture areas, unless doing so results in greater disturbance (i.e. footprint hectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities, additional watercourse crossing),
100.8.
100,8,1,
Wildlife
Looate activities away from important wildlife features including mineral licks, raptor nests, active don sites, and hibernacula by a minimum buffer distatioe of 100 metres, distanceswill be greater for identifieStinSItit/eitpocia'and leatures(Subsection ........ 100.9.1,), Where an Integrated Resource Plan or Protective Notation identifies a greater sot back, the greater set back shall prevail, In areas where limber pine and whitebark pine are encountered follow the following setbacks, High impact activities require a 300 metre Setback, Medium and low impact activities require a minimum ofa 30 metre setbacit. A description ofHigh, Medium and Low risk developments referred to oan be found in Appendix B ofthe Approval Standards. .
100.8.2. 100.8.3
Operating Conditions
200.1. 200,1.l. 200.1.2. 200,1,4.
Land Management
The disposition holder shall flindsh proof that the holder has complied with any and all ofthe provisions of the holder's disposition in a form and the required by the Minister. Pipeline vegetation removal associated with step-out or wildcat wells shall not start until It is known that the activity is required based on a producing well, Locate temporary activities (e.g. large camps, remote sumps) adjacent to permanent, ail, weather accoss or to existing industrial dispositions.
Eftective: 2011-0420
rtalrv; 2015-04.19
Disnesition No:Mal 10673
SCHEDULE B
Landa Division Sustainable Resource Development
Short Term Mineral Surface [ease

200.1,6. Where access control is required by the approval standards, the potential entry point will be signed with the following text: Notice Under the authority ofthe section 54.01 ofthe Public Lands Act this road is closed beyond this point for the purpose oft Wildlife Management Fisheries Management Water Management Vegetation Management Security
Unauthorized on-highway motor vehicles are prohibited. Operators of unauthorized vehicles beyond this point may be found guilty of an offence. Warning: Gate may be locked without walling(NOTE; use this line only(fgate is used) xn oaso of an emergency cell: 1-XXX-XXX-XXXX For general inquiries please call; 1-XXX-XXX-XXXX Coinmeroial Users contact the disposition holder at: Company Phone Number LOC No.ii 200.1.7. . , . When gates are used for access control, the following conditions shall apply: a) Looked gates shall be constructed at locations and in a manner which will contribute to their effectiveness in preventing access to the road (in combination with applying public access restrictions). b) Oates shall remain closed at all times when not in use, o) Looks shall be pined In a structure that is designed to protect them from being broken. d) As looks are lost or destroyed, they will be replaced es soon as tho disposition holder is made aware ofthe need. o) Gates will be designed to ensure that passage ofa 4x4 vehicle is restricted. This may include the use of barrier rock, berms, ditches, placement ofthe gate Wort)a bridge or other impeditnents to travel around the gate. All gates will be installed in such a manner that a safety hazard is not created. f) Use ofcombination locks is required. Where this is not possible and keyed looks are used, double looking using a SRD lock is required. (Double locking rethrs to a
Expiry: 2015.04-19
Distiositlon No; MSL110673
SCHEDITLE B Provincial Approval Standards and Operating Conditions

company lock and a $RD look on the satne gate, allowing each party to pass using their own keys). g) Disposition Holders will only make combination lock changes with prior oonfnmation front the Offloer in charge. 200.1.8. For non-producing wells, the inactive portion(s) ofthe access road that is immediately adjacent to a public) road(s) shall be closed to highway vehicle traffic within 1 year of well non-production, Method and location of woos control features shall be provided to the MID Area Office in writing.
- 200.1,9, - Any existing improvements (0,g. fbnces, water control structures, and signage)that Were damaged as a result of industry activities on the land shall be repaired and/or replaced to original condition within 30 days or immediately if occupied by livestook. 200,1.10. Road grades and wellslte pads, including cross structures, shall be maintained for proper drainage(IA surface rutting is to be graded). 200,1,11. The application ofrollbaok within FiroStnart Community Zones shall be determined through the Consultative Notation(CNT)pronoss in SID. 200.1.12, In addition to the operating conditions in this document, all activities shall be coordinated through Energy Industry Control at(780)842.5850 for activity on Canadian Forms Base/ Area Support Unit, Wainwright and (780)573-7206 for activity on Canadian Forces Base/Area Support Unit, Cold Ltdto, 200.1.13, Concurrent construction ofa pipeline, wellslte, and access prior to proven results shall only be permitted for in-field wells for unconventional developments where a high degree of produotion certainty can be demonstrated,
200.2.
200,2.1. 200,2,2.
Vegetation
Manage all weeds as per the Weed Control et Vegetation control (rneehanioal mowing/brush control) along linear ROWs shall not occur between May Pi and July 318>, notwithstanding the need to comply with the Weed ControlAct with the following =option: in Grassland and Parkland Natural Regions, vegetation control between May 1.01 and July 3Pi for vehicle access, is 1hnited to mowing no more than a 4 metre area centred on the driving lane. Application of ohemical methods shall not mut'within 30 metres ofany watorbody or watercourse, unless otherwise authorized All equipment used shall be cleaned to be free ofweeds,
200,2.5. 200.2.6.
Bxuirv: 2015-04-19
Disosition No;MSL110673

200.2.7. When reseeding use only seed that meets or exceeds Certified #1 as outlined in the Canada Seeds.at and Seeds Regulations, Seed used shall be ergot free or cleaned for removal of ergot bodies, Seed mixes are to be free ofthe species listed in the Weed Control Act. A seed analysis for each species shall be provided, to SRD,upon request, When reseeding with native seed, seed shall be ergot free or cleaned for removal ofergot bodies, Seed mixes shall be free ofthe species listed in the Weed Central Ad. Native seed shall not include any of the following agronomic, species: timothy,Kentucky blue grass, creeping red fescue, smooth brome, crested wheatgress, meadow brome,Dahurian wildrye, perennial ryegrass, Russian wildryo, Altai wIldiye, alfalfa, sweet clover, Cieer millcvetch, and Kura clover. A seed analysis for each species shall be provided, to SRD, upon request. Revegetation with trees or shrubs within the Green Area shall be oonsistent with the Alberta Forest Genetic Resource Management and Conservation Standards Manual located on the SRD website atlittpArd,alberta,ea > Managing Programs > Forest Management Manuals & Guidelines.
200,2.8.
200.2,9,
200,2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD,
200.3.
2003.1. 200,3.2. 200.3.3. 2003,4.
Soil
Aotivity shall be suspended during adverse ground conditions. Soil and surface erosion and sedimentation shall be prevented and controlled on all disturbed lands, Soil shall not be removed from the disposition unless authorized. Where soil stripping occurs, salvage all topsoil. Soil horizons A and 13 must be stripped and stored separately. Store topsoil separately from subsoil and woody material, such that it can be distributed evenly over the disturbed area for progressive(interim) and/or final reclamation, For forested lands, where topsoil is less than 15 centimetres, conservation shall include the topsoil plus the F3-horizon up to a depth of 15 centimetres unless tbell.horizon is considered unsuitable(chemically or physically). Storage piles/windrows shall not encronch into adjacent standing thither. Disposal pits, required in connection with the activity, shall be located in impermeable soil. Where impermeable soil is not available, impermeable tanks may be used to collect all waste and then dispose of at an authorized waste disposal facility, Soil sterilants are prohibited.
200.3.5.
200,3.6. 200.3.7.
200,3.8.
200,3,10. Backfill and level remote sutnps/disposal pits upon completion ofoperations or treatment ofwaste. Effect(VQ:2011-04-20 Expiry: 2015-04.19 Disposition No:MSL110673
SCIIEDU:LE B
Short Terxn Mineral Surface Lease

2003,11, Soil rutting shall not nem on minimal disturbance sites. 200.3.12. In permafrost areas, utilize snow (natural or man-inade)to establish a level surface,
200.4.
200.4.1.
WatercourseiWaterbody
Activities shall not result In the deposition or placement of debris, soil or other deleterious materials into or through any watercourse and/or waterbody, or on the ice of any watercourse and/or watorbody, Access for water withdrawal requires a Temporary Field Authorization approval. Water from roads, ditohes and bared soil surfaces shall not be permitted to drain dircotly into watercourses. Where vegetated buffers alone do not Mad water and sediment movement effectively, appropriate obstructions(e.g., logs, rooks, mounds)or sediment control structures shall be installed to dissipate the flow of water and capture sediment prior to entering the watercourse. Erosion control measures(e.g, silt fences, matting, gravel, and eheck dams)shall be installed and maintained.
200.4,5. 200.4,7,
200.4.9,
200.5.
200,5.1.
Reclamation
Conduct progressive reclamation and interim elean-up, including built but not &Mod sites, for the wellsite and all associated disturbances(log decks, remote sumps, campsites, borrow sites, etc) of that disposition as per External Directive SD 2010-02 Progressive Reclamation and Interim Clean up found on the SF.D websitehttp://vvwvv.srd,albortma under Maps, Forms & Publications >Directives> Lands, For final reclarnation;follow the 2010 Reclamation Criteria for Wellsitos and Assooiated Facilities locateethltp;/./vrvvw,environmea.alherta.cat under Lands> Program & Services > Reclamation &Remediation > Upstream -Oil & Gas es updated or amended,
200,5.2.
200.6.
200.6.1, 200.6,2, 200,6.3. 200,6.4,
Provincial Grazing Reserves(P R)

Access is permitted during frozen or dry-ground conditions only. Contact tho loeal Land *Management Specialist prior to entry onto the reserve to verify that timing of the activity will not interfbres with livestock operations. No activity shall occur during livestock take-In or tako-out dates. Once the fiold has been grazed, and is no longer scheduled for the remainder of the grazing season, aotivities are permitted with the approval ofthe local Land Management Specialist.
Effeetive: 2011.04-20
Bxeirv: 2015.04-19
Disposition No: MSL110671
Government of Alberta in
SCHEDULE B

200,6,5. 200,6.6. 200,6,7. lfthe location ofactivity prevents livestock access to identified watering facilities, provide permanent or temporary reliable and clean alternate water source(s). All fence lino crossings along acoess routes shall use appropriate structures (e.g, cattle guards, gates) so cattle cannot escape. Fences surrounding oil and gas activities are required in grazing pastures within the?OR as follows: a) All wellsltes within pastures, excluding:)3ow Island, Lonesome Lake, Hays, Pinhorn, Sage Creek,Seven Persons, Purple Springs and Twin River, unless otherwise directed,by a Land Management Specialist, b) During construction, Revogetating ofthe disturbed site, 200,6,8, Fencing locations shall be reduced to the Immediate surroundings ofthe infrastructure/ facilities once construction is ootnplete and once the dishubed area is rovegetated (interim reclamation), a) Damaged existing perimeter pasture fences,shall be repaired or rebuilt to the asset specification standards ofthe PGR Fence Specifications, 200.6,10, Where borrow material is required and the and product is a dug-out, a 2,5 centimetre aperture size gem-grid shall be installed to 9 metros in from the edge on both end slopes, The top end of the goo-grid shall be dug In 1 metre, folded over, and reburied, a) 30 centimetres of5 am crushed gravel shall be laid overtop of the goo-grid, b) Salvage to topsoil: spare subsoil shall be spread, with topsoil distributed over top. Disturbed area shall be seeded in accordance with the Red Control Act. c) All borrow pits should be built at a 4:1 slope on both ehds,211 slope on the sides, and at minitnum, 21 x 55 x S metres in size, 200.6,11. Progressive/Interim reclamation to pre,-oonstruction vegetation community types is required onoe construction of permanent facilities is cotnplete. Reduce/minimize the fenced area around the disposition (footprint) after the area has been sucoessfhlly revogetated, 200,6.13. Log storage and hauling on tame pasture allowed only during frozen-ground conditions, 200,6,14. Water removal from dugouts, surface ponds, springs, or water wells is not permitted within the grazing reserve unless approved by a Tetnparary Field AuthorizatiOn.
liffbotive: 2011-04.20
Expiry: 2015-04-19
Disoosition No: NISL110673
Government of Alberta 0
SCHEDULE B
Lands Division Sustainable Ftesoures Dovelopmont

200.7.
200.7,1, 200,7.2. 200.7.3. 200.7,4. -----
Rocky Mountains Forest Reserves

As per section 21 attic Forest Reserve.Regulation, allotment holders must be oontaoted. lithe location of an activity prevents livestock access to identified watering facilities, provide permanent or temporary,reliable and clean alternate water source(s), Fences shall be built In grazing areas to keep livestock from entering the welislte during drilling and production phases. Water removal from dugouts or developed springs is not permitted unless approved by a Temporary.Field Authorization. _
200.8.
200,8,1,
Wildlife
All activities shall follow the industrial practices in the Alberta Boar.Human Conflict Management.Strategy(Appendix A).
Effeetive: 2011-04-20
Expiry: 2015-04-19
Disposition No: MSI.,1 10673
SCHEDULE C
Mineral Surface Lease(MSL)
0000006334 Page 1 of 6
Time: 10:07 15 AM LAT Number: LAT Date: Project Name: Project Description: 0000006334 2011-02-25 Penn West 3-25-91-13-W5
Disposition Type Activity Type:
mineral Surface Lease(M$L) Multlpad Well (MULTLPAD)
V114.1.610/1/0
Disclaimer: The Information provided within the LAT Tool is a spatial representation of features provided for land use planning. The accuracy of these layers varies depending on the resource value being represented. Ground-truthing Is required to ensure that the applicant will meet the applicable Integrated Standards and Guidelines.
Efibotive: 2011-04-20
BxDirv: 2015.04-19
DIsnositionNo: MS1,110573
SCHEDULE C
Base Features
Lands Division Sustainable Resource Davelopment
Mineral Surface Lease(MST)

0000006334 Page 2 of 6
Bfreotivo; 2011-04-20
8xnlry: 2015-04-19
Disoosition No: MSL110673
SCHEDULE C
Sensitive Features

0000006334 Page 3 of 6
1: 4-Vtti;f:
Vx;_f1,11:65 1:c'irr No4
`0.11NriiMils
ppclaie,qessrZone
Industry will ensure that the Watercourse/Waterbedies standards and cpridltions as defined within the Integrated Standards and Ouldellnes are 9:followed, To ensure these setbacks and buffers are addressed and ,QmaIntained, It Is recommended that a pre-site assessment occur. one ailrr Parkland Naitiral Gras and,a nd ordWitireirlaTraTRZOr
4 , ,,, ,va rmannvvvill.. MINv...,v1 ....t.......,Za4 ,, v,/ , ..*.v4.44.41..vh.v
, 47 :rk'n 4-154:1511 , V4
v1 -.1s1
Effeotiyo: 2011-04-20
Expiry; 2015.04-19
Disposition No: M51,110673
nwortre ,
Lands Division Sustainable Ilesouroe Development
SCHEDULE C
Quarter Section Township Range Meridian
Oraorrl Warr Armor.
0000006334 Page 4 of 6 Sensitive Features by Quarter Section
Bffeotive: 2011-04-20
Exulry: 2015-04-19
Dim sitIon No: MSL110673
SCHEDULE C
Mineral Surface Lease(1VISL)
0000006334 Page 5 of 6
Logerici
ATS Quarier SootIon grill Dips Coracle tue CADS Applleallune ATS Townehlp Perennial Strom Indelinnla Stream rieourrinu Stream Spillway Aqueduct Canal bitch Poranlal Oxbow - Recurring Oxbow aral Glutei
rai
um Dugout
a le afiel0 telancle M Lagoon Perennial Lake Reourring Lake kRgi Perennial Oxbow ago Recurring Oxbow Quarry [Li Reservoir ,E.1 River g Wetland
r=1
1:13,742tolc -...ner,==w0====. zrammagym Meters -0 05 100 380 570 700
Effbetive: 2011-04.20
Rohl , :2015-04-19
Disposition No: 11181,110673
SCE-HEDGE C
Mineral Sur face Lease(MSL)

0000006334 Page 6 of 6
Sensitivity Approval Standards and Operating Conditions
Effective: 2011.0420
Expiry:2015-04-19
Dinusition No;MS1,110673
Schedule I)
Lands Division Sustalnablojtotjeurco Elevolopment Perm bate; Hap 0,2010
Application Supplement Sites & Installations

The appropriate supplementform:nut be submitted for each surface disposition application. MI blanks must either be filled In or(N/A' noted where applicable. Failure to fill out the document and form(s) completely will result In the application being rejected. A.Site InfortnatiOn 1. Well type: El 011 Sweet Gas
0Sour Gas
(R'8)
1:1 Coalbed Methane
d Single Well pad
Mnitl.well pad
Other 0Single
2. Rig size:
El Double
0Triple
3. Well depth. 1600m vertical then 109 horizontal:it 4. Flare requIrentents for drilling: 0 Flare pit El Flare tank 050 m 035 m 0 Flare stack. Inter.well spacing gm, 025 to
5. Number of zones to be completed/produced 2
6. Construction is proposed under the following soil conditions(check the box that applies): L3 Frozen K Nort.Frozen 0Other- Explain: 7. Disturbance typo? Minimal Surface Disturbance Ej 'Vegetation/Root Mat Removal The extreme my offtler eXtft(gc ins( onto lower zronnel, The notiorit.v oftite lease is,on NO; myna 8.'Elevation: 0 > 5 Meters Ei <5 Meters
9. Will padding of the vellsite occur?.. El Yes I:0 No, aolgia N cor ter to tall/ opetpTqw,e,7zrOnn(1, The.anolot, Atilmiew,IR o,
00.1011
10. Specify associated developments/dispositions that may be required A$ n result of this disposition. 0Power lino 0Pipeline 0Compressor 0Metering Station g Access 0Other Lase will be accessed from a V.W.P.1.4.1)0stcl access, That acceuYdiLla.ta common corridor that will be used to aecoss anothar Wm in 14-25-91-13-W5. 11. Based on the land search of the affected lauds, as defined within the Integrated Standards and Operating Conditions, were any Reservations/Notations or Regional plans noted that require additional mitigation?
Effective; 2011-04-20
Bxoirv: 2015.04-19
Disposition No: MS1,110673
bohedule b:AgplicatIpt: supplementBitesIlatIons Provide any additional mitigation or direction us provided within the plan/notation ox from the supervising Area. Pehrom2LalliMasivrshAcklasearch and PW1V115 search did not identify any concerns, Lastly, itlilltaT4Pqr1O-Do otikilibat111449.1).0.111,A;------
12. Identify the date that your Historical Resources search was completed March 2Q11 gtittion of "Listing of lilsjoAeksomee_ sdinun/yyyy If present, what is the Historical Resource Value(HU)of the affected lands? El Not Listed 01 0 3 El 4 El 5
If DRY is 1.5,an 'Application for Historical Resources Act Clearance' must be submitted to the Cultural racilities and Historical Resource Division(CITIRD)of Alberta Community Development. Date submitted Not required &ilium/my Note;Activitieson land ti bfliiii ari}IRV-of 4-or5'ittay'require a Historical neSOUVCAS illtpact.Assessxnent.----(STRIA). -
B.Access now will the site be accessed?(Check boxes that apply)

Ej Existing access held under disposition or Jurisdiction(Specify disposition number and owner): El Access included in this application. El New disposition(LOC) Note: If access IS part of the site and installation application, an access supplement must be completed with respect to information not already included in this simplement and submitted with the application.
Applicable to Ma;only_..._........_.. C.Sump

rype of sump(check appropriate box): 0Above-voltaic'tank on site liZenote su tnp El in-ground tank on site 0Private land K Public land
El On-site pit
El Gel cheat: Proposed mud type: CI Hydrocarbon: El Salt, beset , N who:pa ChemItitlicsarfacehokm1,4Water,,latsetinplymet:forjhe hodzaiitnib:011 the vtlyAijitkbe diskosetqatan molt yfl,i nohtglked in tap, s. ' r nier t' pgathiyAlkgp_f_dj4. gci`c toititiLM ioilds nod i .4 dia10014!# .0.9,V014,fiitlitYabig14111,41.biiiiiikthit-h I: i 4 ailq0,0, - ir 10sitoklogsMilkara.21-11.-W5 140 .$ will be:c1100.sui ofdo , , -. All Remote Sumps require authority under a Tetnpormy Field Authorization. Please contact your local Area officefor details,
Applicable to MST,only D.Source of Water

L Water Required: El Yes 0No 2. Water source: D Water well on lease 0Waite water well EJ Lake Ell Stream 0River
Exoltv:2015.04-19
Disuosition No:M8L110673
Schedule D;Application Supplement Sites & Installations rEi Other(specify typo) Rpgligglidp2iisting bortcw pit. E get location end source is unknown however consultalon Ail)Forest Officer will ceciorlor to taking any water, Location (if not located on lease); LSD Sec, Twp lags W
Access to water sources requires authority under a Temporary Field Authorization. Please contact your focal Area office for dere/Ls'.
Effective: 2011..04-2Q
Faulty: 2015.04-19
Disoosition No: IvISL110673
Government'of Alberta N
SCHEDULE E Lands
SRD PLAN, 129716 MS, 201.1-03-24 NUMBER ' PURPOSE: WFUSITE Affeoted Lands: OWLS See Twp Rge Mer SW 25 91 13 5
Qtr/L$ See Twp Rge Mer
2011-03-24 08:54:18 MDT
ElleotIve: 2011-04-4
Explrv: 2015-04-19
Disoosition No: MS1,110673
Schedule E
Non-Standard Mitigation Supplement
Lands Division Sustainable Resource Develo moot Form Dote: Bop )t, 2010
The appropriate supplement form must be submittedfor each Nou.Standard surface disposition application. All blanks must either be filled in or'N/A'noted where applicable, Failure to fill out the document and fonn(s) completely will resolt in the application being rejected.
vrrrr
A. Non.Standard Rationale 1. Provide rationale and reasons in detail as to why your company Is proceeding with the Non.Standard application process? The_propoicd liotizontal.ltko e ki19.M.X.J.4.111 Ittfuatigtile-IMPVLi20.0114Y Ntalikakiniligil of 130m X 130aIV5zois Neufcutter e multi pp horit fogUiposo, Wayne Tiollqd of ASRD noted Ilia _bade itti2ahoZailaft.0114t0.10191nRxiiYIWEL4Z2r,4911AlatLILO-1%111(i 1119 bileA4111.10.k,X1Stili1Ltlici. first well Au. nthittionaLQJ8 lat allOwedibroaoh additim w,, a) t to . i . us. '. nally_rcylogatItat-titre this Aikaigillithlal.be.cetilltiailiiitiLL1,410.24/3ittaiigitialdgtit1410.741,0DIREQIng ,gzo.wiii bu lumtx&Q. in'
B. Identification of Standards 1. 1,Ist the approval standards that your company intends not to follow? n) Standard-111100,1,3(el Specific Standard: Horizontal (unconventional) well Pod slics.vilth lessthap ,m,of elevatien change shall not exceed 13Orn X 130m b) Standard-4h Specific Standard, c) Standard SpecIfic Standard; d) Standard -St Specific Standards
C. Mitigation Strategies 1, What strategies are proposed to mitigate and meet the intent and objectives of the standard not being followed? )3e clear on which strategy applies to which standard(s): a) Mitigation eiralogYilil=b ne for.irse*PjLiWagslistl Inuit' Pad
And.A.9041) nom )(130m for the *it well wldun additional..Q.18..hitallowedler each addilional welt, Whq, liattazdoplumilndiVoY180 .41.111allatiakiiiit_Wrnild_silll bo coaqtlered non-standigd duo so inter-von
ffectivo; 20H-04.20
2015.04-19
DisPosition No; MS1,110673
$ohodufe
1VanStandarcl IVItypatlan Syyp/went
AU noncworklua portions ofthe lease will be recontourecl following eompledon of operations, Disturbed top son Nikhe Uftrilyr04111t0, mti..t(1 24talt,19, 11, -Yak4MIVAgas b) Mitigation strategy: c) strategy: d) IVIttigation strategy; e) IVIltigation strategy;
D. Mitigation Discussions 1. Wns the proposed strategy(les) discussed with departmental staff? El Yes E1 No if Yes, Provide the name of who was contacted and when. Name; BraridtArndt Name; Name:, Discussion comments/resolutions if any: No rnitiaati0 Date Contacted: licbruary 15, 24I. dcvmnilyyyy Date Contacted: 4.. Data Contacted; aaiatrafyyyy
9
ddhum/yyyy
ere roc
II.1del
E, AdclitiOnal Operational Provisions. Based on the discussions with and the review by Alberta Sustainable Rosana Development, the following operational provisions as provided, are to he implemented during the construction and operation of this disposition: Provision 1: Provision Z: Provision 3: Provision 41 Provision 5: rvIYW.9.115..Y.ASR1),
Exoirv: 2015.04-19
Disposition No: MSLI106I3
NOW THEREFORE ihe Department 11118 by its duly authorized representative executed this disposition on the date noted below
Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource Development Director, Public Lands Act
UserName: rose.radomslcy Title: Team Lead Date; Wednesday,20 April 2011,08:03 AM Mountain Daylight Time Meaning: Authorization for Land Disposition
L/fthetivet 2011-0440
Expiry: 201$.04.19
Disposition No: MSL110673
Pe West Exploration
Salto 200, Penn Wasl Plaza 007 8th iwontro'8W 8olgbry, Alboria, Canada T2P lit3 408,771,2000 tol 41777,26901u worw,ponnwast,atam July 27,2012 Lubicon Lake Nation P.O. Box 6731, Station Main Peace River, Alberta T8S 166 Dear Sir, R5: Upcoming License Applications Sawn Lake Muttl-Well Satellite at 10-741-12 W6NI Re-License LS Filo: 11-21183 Sawn Lake Padsite & Access Road lh W 26,SW 38-91-13 W6IVI ogi.tor, q..24 81 .4-24-91-13 W6MI_LB,Pliet 10.20632 Express Post
This letter Is to advise you that Penn West Petroleum Ltd,(Penn West) plans to submit license
applications to the Energy Resource Conservations Board(ERCB)for the above noted projects, Enclosed you will find a detailed information package for each of the projects listed, We kindly ask that you provide, In writing, any.specifIc concerns you may have for eaoh of the above noted projects, within 14 days of receiving this Information, Thank you In advance for your prompt review of the enclosed Information packages, Contact Information Chris Stillto, Senior Landman Office: 403-777-2682 Cell: 40$-82e-7821
Sincer
8111Ito Senior Landman, Slave Point and Moue Penn West Petroleum Ltd.
1Y701
Penn West lzplorutlon Ise roalstorod trade nom a Ponn West Potioloum Ltd.
LI THISIS EXHIBIT referred to in the Affidavit of
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SW
ie this
A D 20 A CominiF.:011::1'for Oaths the ovil;;;; in mid
ROBERT D. WOOn
f3anister and Solica
a gat'a0:11,1
August 3, 2012
A\J..b \A -
Penn West Petroleum Ltd, Attn: Thane Jansen,Senior Vice President - Operations Suite 200, Penn West Plaza 207.9th Ave SW Calgary, AB T2P 1K3 (403)777-2500 TEL Thane,Jensen@pennwestcoM Re: Otter Satellite Facility 12-7-38-11W5M, LS Flle# 11-22308 Otter Multiweil Battery 10.32-87-12WSM,LS nett 10-20661 Otter (EVI) Padslte 6-2.$8-12WSM, LS Filell 12.23950 Otter Satellite Facility 5-648-11W5M,LS Flle# 11.20910 Otter Satellite Facility 8-1-88-12W5M, LS Flle#10.20407 Otter Satellite Facility 8-22-88-12W5M, LS File# 12.24233 Otter Satellite Facility 8-27-88-12W5M, LS Flle# 12-23798 Sewn Lake Multl-Well Battery 10.7-91-12W5M,LS Fila# 11.21183 Otter Satellite Facility 13-31.87-11W5M,LS Flle# 12.24233 Otter Satellite Faclllty 9-15-88-12W5M, LS Flle1111-22399 Otter (EVI) Padsite 12.35-87-12W5M, LS Flle# 12-23958 Sawn Lake Pipeline 13.26 to 4-36-91-13WSIV1, LS Flle# 11-22731 Sawn Lake Pipeline 3.35 to 13.26-91-13W5M,LS Flle# 11-22730 Otter Multi-Well 011Satellite Facility 9-21-89-11WSM, LS Fliett 12-24285 Otter Multi-Well 011Setellite Faclllty 13-10-89.11WSM, LS Flle# 12-24284 Otter Padslte & Access Road 9-19-88-11WSM, LS Flle# 10-20030 Otter (EVI) Padsite & Access Road 12.35-87-12W5M, LS Flle# 12-24099 Sawn Lake Multi-Well Satellite 10-7-91-12W5M,13 Flle# 11-21183 Sawn Lake Padslte & Access Road W2S,SW 36-91-13WSIVI, LS File# 10-20632 Otter Padsite 12-26-88-12W5M et, al., LS Flle# 10-20026 Sawn Lake Padsite & Access Road 13-26-91-13WSM Sawn Lake Padsite & ACCOSS Road 1.14-91-13WSM, LS Filen 10-20635 Sawn Lake Battery 16-3.92-13W5M, LS File# 12.22998 Sawn Lake Padsite & Access Road 12.24-91-13WSM, LS Filen 11-20977 Compressor Station 9-12-88-12WSIVI Satellite Faclllty 12-19-88-11WSM Satellite Faclllty 12-23-88-12WSIVI Compressor Station S-1243-12W5M Satellite F-acility 2-11-83-12VVSM Padslte 14-25-91-13WSM Plpellne(s)542to 2.11-88-12W5M at. al, Pipeline 2.11 to 4.11-88-12W5M
THISIS EXHIBIT " referred to in the All
of
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A.D, 20 J.
A Cornm. Ic.u.vr for Oolas in and for dw ef
ROBERT
WOO
3nrrister and Solicitor
p,1 of 2
(78 \ 0)629-5945'NI, (780)629.3939 FAx P.0,13o x 6731 PhACH Rtvi3R,AB TBS 155
VOWW.LIMCONLAKENATiON.COM
Mr, Jensen, Please be advised we are In receipt of initial notification documents regarding the above noted projects proposed by PerirLWest Petroleum Ltd, within the jurisdiction of the Lublcon Lake Nation, It Is the positiOn of the Government of the Lublcon Lake Nation that these projects may raise specific concerns relating to the Nation's existing Aboriginal 'title to lands In which this project Is proposed. Further It is the position of the Lublcon Lake Nation that these projects may raise spedflc concerns related to the Traditional Land Use by Lublcon citizens In the area of the proposed project, As a result, a meeting is again requested between officials from this office and yourself without delay to address these concerns at the Lublcon Lake Nation office. Until such a meeting has taken place and written notification is forwarded to Penn West Petroleum Ltd, from this office Indicating that the Nation's concerns have been addressed to the satisfaction of Nation officials, the Consultation and Accommodation requirements regarding these files remain unsatisfied, As noted In the accompanying notices of objection regarding these flies, meetings with yourself have been requested on numerous occasions. We have noted that your commitment to meet with Lublcon officials on June 27 as Indicated by James Norris, Supervisor Aboriginal Affairs Corporate was cancelled without reason provided and not rescheduled despite repeated requests, Be further advised, pursuant to direction by the Chief and Council of the Lublcon Lake Nation, all matters relating to consultation and accommodation regarding this file must be directed to the undersigned or to alternate Industry Liaison, Mr. Tom Day (780)618.5478, No other persons have been authorized by this office to deal with matters related to consultation and accommodation for the Lublcon Lake Nation.
Regards,
Garrett Tomlinson Communications / Industry Liaison Emergency Services Coordinator Lublcon Lake Nation Direct:(780)6t8-8794 /Encl. CC: Tom Day Lublcon Lake Nation; Lorna Morlshlta Penn West; Paula Flynn Land Solutions; ESRDPeace River; Bruce Gladue ERCB; Hon. FranktOberle MLA Alberta; Murray Nunns Penn West; Steve Miller Penn West; ESRD Slave Lake; Non Routine Applications ERCB; Hon, Pearl Ca lahasen MLA Alberta; .Paula Flynn Land Solutions; p.2. of 2
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NOTICE OF OBJECTION REGARDING PROPO$EAMOTRIAL DEVELOPMENT
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*Note: Proponent responses to objectionakoncema may bo provided to the Lublcon LakeNetlon ettn: Chief and Council via mail to: P.O. Box 6731 Stn. Main, Peace River, AB,TeS1S6; email to LubiconlakeNation@teluemet or via appearance before Chief and Council by appointment.
(780)629.394$'!`61, (780)629.3939 FAx P. Q Box Gni YkAsna amass,AB '1'88 1.85 vo;ox'A,UPTC0111A1tBNATION,COM
PennWes t Exploration
Suite 200, Penn West Plaza 207 9th Avenue SW Calgary, Alberta, Canada T2P 1K3 403,777,2500 tol 403,777,2599 lax www,pennweet.00m September 19, 2012 Energy Resources Conversation Board Sulte 1000, 250 5th Street S,W, Calgary, AB T2P 3G4 Dear Slrs, Re: Proposed Well License Applications Category: C & Type: 360 PENN WEST SAWN LK HZ 4-12.91-13(SURFACE 1.14-91-13WW) PENN WEST SAWN LK HZ 1-11-91-13(SURFACE 1-14.91-13MM) Category: C & Type: 360 PENN WEST SAWN LK HZ 14.36-91-13(SURFACE 14-26-91-13W6M) PENN WEST SAWN LK HZ 16-36-91.13(SURFACE 14-26-91-13W6M) PENN WEST SAWN LK HZ 16-36.91-13(SURFACE 14-25-91-13W6M) Category: C & Type: 360 PENN WEST SAWN LK HZ 4-24-91-13(SURFACE LS 3&4-25-91.13W6N1) PENN WEST SAWN LK HZ 3.24-91-13(SURFACE LS 3&4.26-91-13W6M) Penn West Exploration (Penn West) submits the subject well license applications as non-routine based on outstanding objections/concems from Garrett Tomlinson on behalf of the Lubicon Lake Nation (the Lubicon). Attached Is a Communication Chronology that captures key meetings and conversations with the Lublcon. Additionally, attached Is a copy of the Alberta Sustainable Resource Development Consultation (SRD)Logs and confirmation of completed consultation for the above noted locations. Background The Lublcon Lake Nation was consulted with for the above projects In early 2011, Subsequently, in March 2011 SRD Issued the Review of Consultation Adequacy (Approvals) based on Penn West's consultation activities. At that time, the Lublcon expressed no concerns with or objections to these projects, Additionally, project-specific Information Packages were provided to the Lublcon In July 2012 and the Lublcon submitted Objection Notice to Penn West on August 3, 2012. Disposition of the Application Penn West respecffully requests that the Energy Resources Conservation Board dismiss the outstanding concerns and/or objections of the Lublcon Lake Nation for the following reasons: Penn West has fulfilled its consultation obligations with the Lublcon Lake Nation as specified in the Alberta's Pirst Nations Consultation on Land Management and Resource Development, November 14, 2007(the Guidelines). The Guidelines state: "Although Proponents will be required to follow specific consultation procedures, Alberta remains responsible far ensuring that ../2 MIS'15 EX71117.7 ", pqArred to iir the Af1;(4,,rvit of, Siv e this \+0 \N A 17 2O a"
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RT. D. WOOD
end' Solicitor
Page 2 of 2 performance of delegated consultation activities has been adequate. Alberta has the final decision-making authority In assessing the adequacy of consultation. Where approval is given to move forward with a proposed project, Alberta has deemed consultation to have been adequate." Alberta Sustainable Resource Development has confirmed the adequacy of our consultation efforts as per the attached Review of Consultation Adequacy letters (approvals). Project-specific Information Packages, compliant with the requirements of ERCB Directive 56, and survey plans were provided to the Lubicon in July 2012, yet to date we have been unable to solicit any project-specific concerns from the Lubicon, Please note, the surface locations for the wells are on Crown land and the associated Emergency Planning Zones are less than 200m. There are no residences within the emergency planning zones. With respect to Penn West's overall ongoing consultation with Lubicon Lake Nation, to date the Lubloon's primary concerns have been related to contractor/vendor Issues and economic development opportunities that are not specifically related to the proposed applications, Nonetheless, Penn West is committed to working with the Lubicon Lake Nation, To that end, Penn West extended an invitation to Mr. Garrett Tomlinson and Mr, Torn Day on behalf of the Lubicon to meet with us in Peace River in early September. This was clearly not intended to be another consultation meeting with Chief and Council and the community to fulfill SRD's requirements; rather Penn West proposed that this be a working-level meeting to focus ~~~~~~~~~ on project-specific concerns related to these and other pending ERCB license applications. Bruce Gladue from the ERCB was also Invited to potential meeting. As you will see from the attached correspondence, both parties are unable to come to an agreement on attendees, location or agenda, therefore Penn West remains unaware of any project-specific concerns that they may have with respect to the above noted applications, Penn West has made every reasonable effort to understand the objections that were submitted to the ERCB by Mr. Tomlinson on behalf of the Lublcon Lake Nation to determine if there are any outstanding Issues under the ERCB's jurisdiction. In the absence of any tangible, project-specific concems and with SRD's confirmation that Penn West's consultation was adequate and complete, Penn West respectfully requests that the Lublcon Lake Nation's objections be dismissed and the above referenced applications be approved at the Board's earliest convenience.
Please find
enclosed the following documentation:
Communication Chronology Survey plan ERCB Directive 56 wellsite project Information letter Objection letters from Garrett Tomlinson (Aug 3, 2012) Correspondence regarding Penn West's request for a working-level meeting Directive 56 Notification Summary Government of Alberta Short Term Mineral Surface Lease and Short Term License of Occupation
Please contact me at 403-777-2682 if you have any questions or require additional Information. Youtes truly, r ( 2 74, -Chris Sillito Senior Landman, Slave Point Encl. Cc: Garrett Tomlinson Lubicon Lake Nation
771.IS IS EXHIBIT ",...7

IA HT.C1 ' i0 407Ci!US'it Of
enithi\c,\Ace_.
Sworn this AD 20
ROBERT D. WOOD
Elwrister and Solicitor
PINN WEST tXPLORATION

Lubioou Lulus Notion CongoItnt(on Chronology August 3,2012 OhjoetIons Lubloon LaIto Notion P,O, Box 6731 Panay River,Albertn, TUB 18$ Contact: Mr, Carroll Tomlinson Pala ofCentric( February 22,2012 roe Mooting Does ofCOIllttet PW representative Handy brawls travolloti to Sawn to meet Bernard Ominnycl; about water issues or Haig Leke, VW was not tin oulprit. Socks, is tided party convector working for ono of Bernard's sub, contractors, called looking for money on Ills rental equipment to CDC. Ho ditousted with Bernard medics sleeping on Job sites, into for work nod speeding, Doug Anderson looltIa for earn also, bay Anne's dotivered the mossap thorn the safety department on Clarrett Tomlinson driving inbcilons on PW roads, Carrell was oho informed that his noodle company is deficient In safety stondards, end will need to ho fixed Immediately or N removed Prom sites,13ernard wide d 100IV& with Thane Jenson ASAP fans,rcit II'', l'W safety vfileer removed Buffalo Safety front Fenn West sites became tIto company did not moot the dead tuna for providing Q1'41,101111113,
._.
Nato Multiple speeding infractions and stooping on sito were recorded against the !wile services utilized by Coo Development Corp, Bernard's business,
lob,27,2012
Mooting
Mnroh 7,7012
In person
2$ JIM 2012
PENN WEST EXPLORATION

bloonleo Nation Consult alien Chronology. August 3,2012 Objections Lableon Luke Nation P.O. Box 6731 Penn River, Alberta, TllS 185 Contact: Mr, C3arrett Tonallason Dote qf Cattier! 19,2012 7) , pe Mooting Details ofCentral i'W representekee Thane Jensen, Keith Loft, Cleorgo Bushnell, JamesMrch Norria and Bondy Panels mot whit CPC In Little Buffnlo; tilsonssod defloloney ofBuffnlo Safety medlo standards, nod the need to ourrect them boron ping bantams PW sires; mitirossed 17+ speeding InBactIons by Buffalo Safety, Instituting the owner, Omen Tomlinson, Wattled CPC that they woos deficient In their vendor management mulrometus)have not signed a Mostar SorvIee AgroenAtit, Wat was donetoni, COP,was ant completed oiler 2 yonrs orpessiting, All would need to be addressed, na well Du may other Minicoy boforo working Or PW Again, In the Interim, nil will, in alignment with Its Aboriginnl Proem-meat Policy, potentially start working wish ell the tabor looal AborIgInni companies. Parrott indicated Ilmi tills Ma against Bernard's rogulations, and PW le playing politics. Barnard will then want to alum onforoing 1)18 Treaty nights sod doing site visits. PW rosponsol PlY 103 onougJi work for 011 Inca( companies, and PW WelcumaS CPC book when 11 meats all 0ondur nu. AVIA I PW's l'hanalunson,"Jonios Norris and Ran'y Dana $ moot with CA;March con They deliver PW motor raquirmants ihot ore required before CDC go to work. Bernard Oininnynk clans PW is playing politics again by ItirIng otbor Lubloon cornpnnlar, Romani claims blood will flow and 11 will bo nil PV$ 411(1S, PW's Aboriginal RP119109$ RoptosenInliva, Chris 81111to, receives 9 Wings orpoiontial COMA AVM Lubleoo Lake Natio from Urea Tomlinson,the NatIon's In dually Linison regarding several PW projects that required Virst Notions ConsulIntion(INC). Note
28, 2D12
Mooting
Mny 29, 2012
Loiters
These loners wore co'd to the 1111013, PW wain() now consider the Lubicon a Party of Interest for oli thvOlOpMelits In the tublcon MO,regardless or Author locations require PNC or not, No site specific concerns wore Identilled In Than
16Itors,
25 Juno 2012
PENN WEST EXPLORATION I,11)1~ Litlto Nation ConsnItntion eltrono1ogy August 3,2012 ObJeettons Lubluou 1Alto Nation P.0,11rt 6731 Ponoo Riv, Albortn, TIIS 1 g5 conlm: Mr. Cittrrett Tornlimon Date nfC190,WPI Juno 3,2012 7}Te Mone ,Celt Dekreta' ofCarilact Plianc coil bom PW's Suporyloor of Cmporato Aborlitlind A ffitirs, James Nordr,ond arm TontlInson, Olmt( wquestod n uteorlog Nstilt Dontrod Ontinoynk, Moodng baisseen Bernrud OmInnynk utid a arrit Touillmon ofLublcon The mectIrds tocusod mora on nproaing dun sko L*01 , 1,110 ond kones Nords ond Pruco Cook of PW In [AIR Bande to elsits MIM necorsnry dim to the ment disoms emneomn, olrentmumese botwoon PW Lind Croo poirolopment Corporation, No concoms W01 , 3 nddrossed ot tids Sko Lternord's company Is not worklort WIIII PW nt Ilro moment, duo to mectInk. un11111111ed vendur requIroments,Bornard's team Is not oblo io undottoke silo ylslis (br consultation parposes us It Is bulldlug our sbs,Thcroforo, Jamos ond Remnrd tweed timt stlevisho Mil comten ,es soonns posstblo10 adcireso possIbIo eoneents, Penn West roceived Lyticr of Objootion front Lubleen 145to Nuborr No specIllo project concorns uroro mulllord In Ilto len of objectIon, Responso leiter ond mcoling, request sant All MIM 74, 2012(neo belme) Norr
Juno 8,2012
Moen%
August 3,2012
Letter
August 14, 2012
MectIng
Metning'mimen LLN loortoroli lp tind Tbane Jensen (Bonior Vice Nkk)yr Penn wosi. nil r.pt io our recent oppllootIons, Penn Wost Infortned Ilral ecry fm oppliont lans liwok, now knut, %1N1 upplicatIous urc mostly about luemaning oxIsilua thollIty tspuolry apdior ro.lIconsInu io soar SpooldeatIons, No dlsousslon ensned obo ootnntunity innom nsseelmed tykk LLN's*dons, (livrett Tornilmon to Tinor Jonson sbout Mo August 14 ~dug,Lell ImIlcutos Mat LIS Is anllatpnilnq Autlwr dIscussimi ['Mott( MoIr 0110 tIOJIMIM MSOFIlltd vill litolr ment objectIons, Rulles Nords loft mosott nt dm LLN ofileo for Omsult to dl, Tbc topIn ofslio concorno (tis per objootlims)or MIlewmp 10 {hinn celloonts \VIM 110111101111n1IC4 during dia tuctlou
August 14,2012
Leder
Amp 73,2012 2,1 Juno 2012
Mone Cell
PENN viEsT EXPLORATION

Lublcon Loire Natters Consult:Itlon Chronology - August 3, 2012 Objections Lubicon Lake Nation P.0, Box 6731 Peace River, Alberta, TM I S5 Contact: Mr,()omit Tornlittuon DarTeT ICoutn0 August 23,2012 iype Plione Cull Petaltr of
dim,
A'ora
Duo to ongoing lugal consIdenstlutts, Paint West advised LL14 by emnil on Ally 13,2012 mid on August 21,2012 that Is was unable to process silo visit Invoices submitted lit the name of Cree Development Corp. Penn West advised LIM lo resubmit the Involeos In the name of 1,,LN and the Involves would be processed, Na Invoices worn resubmitted,
5los'n Wilder spoke to Gluten Tondln son, Curran salt' in site vls115 would occur, us ha couidn't pay anyone, unill Penn West paid all outstanding she visit Invoices. Nu feedback provided on )110 site,
August 21, 2012
Vann /Loner
Chr10811tltocmoiledaleverrequestingauteetingwIlilQantitTamltoson Penn West svas awaiting a response from Lubicon by Aiwa 29, 2012, and Tom Day on Whetter(Alcoa. bluets()Witte front the 1311011 was also invited to this meeting, The mooting was proposed to bo rt working meeting to focus strictly on projeebspeolflo COMMA related to Lublcon'l August 3"letter of objection, The meeting Is proposed for September 5 or 8cp1 6,2012,
August 29,2012
8mull
a nrratt TOMIIDAMI provided an entail response to Penn West's leiter of

August 24, 2012 regarding Aonn West's request for A meeting, Lubloon did 110 Milt 10 meal with Penn Wen under the conditfuns set forth in the foregoing letter,
P011111VCSI
Is preparing o responso to hubleon.
August 30, 2012
Email / Letter
Penn West provided an email that Included a letter responding to pitmen T011111115011 reiterating (Ito impatience of o meting et a nettlitil loeollon prior to proceeding with any Mum Chief and Council meetings, James Norrls will continuo 10 represent the interests a tPenn West's Aboriginal lniallons Department,
l'unn West proposed meeting on Seplentbur 5,2012 or the week of September 10 dim 14, 2012 at a neutral location.
25 June 2012
PENN WEST EXPLORATION Lubleon Leka Nrt Hon Consahen eronutogy. . August 3,2012(Jenflom
Lablcon raka Nation i3ox 6731
PMCV Kfm,Alberta, T88 185

Contactl Mt', Oarrctt Tornlinson Dann of Conrace September 0, 2012 TYP , Email Daune alenntarl Garreu TundInson provided on armdi response to Penn West's lottar of August 30, 2012 tunnfing Penn WW s regasst for n mesting. Lublson reireruted uttal they dld 'tot tunt to tuet with Penn West andar Ihn sondltions set forth lit tho forogoing letler ond thelr positlon ramvins anchangsd. Penn West proeidser an null Mit n lottar rotpansflog to Ontrott 'Pondneon Moleine Lobtean thai Penn West is untsble ta neeopt inneting conditions as noillned In Lubloon lag Ooled SoPt 012. Ourlined prsvions inserings on 1,abloon lande whIslr Ineluded rantabore of Exeenein Toolth Aale . Pann West lt proparkte e responso to Lubloon,
September 11,2012
umoll Motter
Penn Want null brIleVe n smaller group of Indielduals Mo svorkIng Insel ingeilne would bo mora oftbetivo to disnus consulration nsues, koronln oommitted to Aridinne bilestdons tognsdlne oonsultolion.
23 Juno 2012
s. "V 1
ER
,,,r
Energy Resources Conservation Board

Fax 403-297-7336 www,erob.ca
Calgary Cfflae Suite 1000, 250 5 Street SW, Calgary, Alberta, Canada 72P 0R4 Tel 403-297-8311
VIA MAIL AND EMAIL September 14, 2012 Chief Bernard Ominayak and Council c/o Garrett Tomlinson Lubicon Lake Nation PO Box 6731 Peace River, AB T8S 1S5 Dear Chief Ominayak: Dear Mr, Tomlinson: RE: APPLICATIONS NO,1732370, 1732372, 1732848, 1732849, 1732851, 1732852, 1732916, 1732921, 1732923, & 1732924 PENN WEST PETROLEUM LTD, FOR LICENCES TO DRILL 10 CRUDE OIL WELLS FROM 3PAD SITES SAWN LAKE FIELD
THISIS EXHIBIT " referred to in the Affidavit of
Or\icAr\eAk. Mcal , Nekck,c-,

'72
befor me this A.D. 20"..a

A Commissioner for Oaths in and for the Provinoc of Alberta
00BERT D. WO D
31rrister and Solicitor
marl:
1732370 1732372
g,:aoltr:-:
4-24-91-13W5M
II-
X10 ,E%00410 ,
4-23-91-13W5M 4-13-91-13W5M
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1732848 1732849 1732851 1732852
. , MOr
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4-25-8.8-124 5M 5-25-88-12W51v1 12-25-88-12W5M 13-25-88-12W5M
tOW
5-30-88-11W5M
a,'IT
1732916 1732921 1732923 1732924
'
,10104
8-25-88-11W5M
ATIN.''''
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1-30-88-11W5M 8-30-88-11W51vi 9-30-88-11W5M 16-30-88-11W5M
At a meeting on. September 14, 2012, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's (the LLN) objection contained in letters dated May 29, 2013 (assumed to be misdated and should read 2012), June 1, 2012, and Tune 24, 2012. The Board has also considered the subject applications, survey plans, participant involvement information, the Alberta Sustainable Resource Development's (now Alberta Environment and Sustainable Resource Development) letters confirming the adequacy of consultation for the proposed pad sites dated April 13,2012, April 26, 2012, and May 22, 2012, and the response of Penn West Petroleum Ltd,(Penn West) to LLN's submissions,
Page 2
For the reasons that follow, the Board has determined that the LLN has not met the test to initiate a hearing of the subject applications under subsection 26(2) of the Energy Resources Conservation Act(ERCA), Under subsection 26(2) of the ERCA, the Board must hold a hearing of an application if it appears to the Board that its decision on that application may directly and adversely affect the rights of a person, The Court of Appeal of Alberta has indicated that to meet the test under subsection 26(2) two things must be established; (1) the claim, right or interest asserted by the person is known to law; and (2) that such right or interest may be directly and adversely affected by the application. This test ensures that if the LLN has legal rights or interests that may be directly and adversely affected by a Board decision, the LLN will be given an opportunity to present its concerns at a hearing before the ERCB, Who will make a decision on the application having regard to all evidence before it. The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, taking into account the specific facts and circumstances of each application and any objections received. In its letters, submitted by Garrett Tomlinson, on behalf of the LLN, concerns were expressed with regard to impacts the proposed wells might have on LLN's aboriginal rights and traditional land use in the project area. The LLN notes that the area of the proposed pad sites is home to animals that continue to be hunted for food, income, and to some plants used for medicinal and ceremonial purposes by the LLN and the proposed project would, therefore, infringe upon the LLN's rights, Furthermore, the LLN expressed concerns that the access road and pad construction will have an impact on the local wetland areas near the 8-25 & 5-30 sites thereby, impacting the animals and medicinal plants, The LLN letters also included photographs that appear to depict animal tracks and medicinal plants found in the proposed project area, The LLN also expressed concern regarding signs located in the project area meant to warn citizens of the dangers presented by these sites, The LLN is of the view that these signs could cause concern to Lubicon citizens to such an extent that they attempt to exercise their rights to hunting, trapping and gathering in other areas, In its response letter dated July 20, 2012, Penn West stated that a review of Alberta Land Standing indicates that the lands under consideration are Crown lands and that it received the necessary letters from the Alberta Environment and Sustainable Resource Development (formerly Alberta Sustainable Resource Development) confirming the adequacy of its consultation for the project, Penn West acknowledged the presence of mammals in all of the areas in which it operates, however stated that it follows existing regulations and is diligent in minimizing its long-terra impacts upon the ecology, Regarding the Sty-sagi-was and other unidentified herbs referenced in the LLN letter, Penn West stated that the photographs appeared to be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listed as endangered species. It further noted that there are no water bodies within 100 m of the pad site
Page 3 locations under consideration, and that Penn West will meet and exceed regulatory requirements for every construction project for industrial development With regards to the presence of signage on its sites, it stated that are intended to wam the public of potential dangers associated with industrial developments and it maintained that safety has and always will be Penn West's greatest priority. In deciding whether you or the LLN meet the test under subsection 26(2), the Board considered the following principles and facts, In the decision Dene Tha' First Nation v. Alberta (Energy and Utilities Board)2005 AB CA 68, the Court of Appeal of Alberta stated [14] It was argued before us that more recent case law on primafacie infringement of aboriginal or treaty rights changed things. But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right, Some degree of location or connection between the work proposed and the right asserted is reasonable. What degree is a question of fact for the Board,(underlining added) The concerns outlined in LLN's submissions with respect to impacts on the traditional land use by the LLN members in the area of the proposed project are general in nature. They refer to the existence of certain animals, plants, and wetland areas as well as a concern over safety signage in or near the project area but do not provide information to indicate how the proposed wells might specifically and locally impact the LLN's members' use of or access to what are claimed as traditional lands so as to demonstrate a sufficient degree of location or connection between the activity proposed in the subject applications and the rights asserted. Based on the considerations above, the Board finds that approval of the proposed wells would not have a direct and adverse effect on LLN's rights to its traditional land use, Therefore, based on all the information before the Board and the fact that Penn West must comply with all applicable ERCB regulations for the drilling and operation of the proposed wells, it does not appear that the LLN members have rights or interests that may be directly and adversely affected by the approval of the subject applications, As a result, the LLN do not appear to have met the test to initiate a hearing of the applications pursuant to subsection 26(2) of the ERCA, Based on the above and following confirmation that the subject applications meet all applicable requirements, the Board intends to approve the applications and issue the well licences, The ERCA and ERCB Rules ofPractice (Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the ERCB. Please refer to sections 39, 40 and 41 of the ERCA and section 48 of the Rules.
Page 4 If you have any questions, please contact David Miles, Applications Specialist, at 403-297-3582, Yours truly,
Dale Schafer Manager, Business Operations and Development Group Applications Branch
cc: Elaine Powell, Penn West(via e-mail) Chris Sillito, Penn.West (via e-mail) ERCB St, Albert Field Centre (via email)
r\b1.1 m ,Conservation Energy Resources Board

Balmy Offloe Sulte 1000,266
- 5 Street SW, Calgary, Alberta, Canada T2P ORit
Tel 403-297 , 8311
Fax 403-297-7338 www.erob,ca
September 14,2012 Chief Bernard Ominayak and Council c/o Garrett Tomlinson Lubicon Lake Nation PO Box 6731 Peace River, AB T8S 1S5 Dear Chief Ominayak: Dear Mr. Tomlinson; RE:
THIS IS EXHIBIT " referred to in the Affidavit of 4)(Ai Swor \,C e this AD 20
A ormitis,:ioncv for Oaths in and for the Provime of AlbQrto
\ cCIAOZ I e-+
90BERT D WOOD
laniater and Solicitor APPLICATIONS NO. 1739156 & 1739157(1 4 'OR1VLERLY 1731744 &1731748) (APPLICATIONS) APPLICATION BY PENN WEST PETROLEUM LTD.(PENN WEST) FOR AMENDMENTS TO TWO FACILITY LICENCES LOCATIONS: LSD 14.25-91-13W5M & 3.36-91-13W5M SAWN LAKE FIELD
At a meeting on September 14, 2012, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's (the LLN) objection contained in letters dated June 1,. 2012 and June 22, 2012. The Board has also considered the Applications, process flow diagrams, participant involvement information, Alberta Sustainable Resource Development's (now Alberta Envirorunent and Sustainable Resource Development(AESRD)) letter confirming the adequacy of consultation for the Applications dated March 10, 2011, and the response of Penn West Petroleum Ltd,(Penn West) to LLN's submissions,
You will note the reference above to four ERCB application numbers, By way of explanation,
after your objection was submitted, but before the ERCB made a decision on the Applications, Penn West withdrew Applications No. 1731'744 & 1731748 in order to correct the application schedules. Penn West then resubmitted Applications No. 1739156 & 1739157 in replacement and your objection was linked to them, For the reasons that follow, the Board has decided that the LLN has not met the test under the Energy Resources Conservation Act(ERCA)that would entitle the LLN to a hearing of the Applications before the Board, Under subsection 26(2) of the Energy Resources Conservation Act(ERCA), the Board must hold a hearing of an application if it appears to the Board that its decision on that application may directly and adversely affect the rights of a person, The Court of Appeal of Alberta has indicated that to meet the test under subsection 26(2) two things must be established: (1) the claim, right or interest asserted by the person is known to law; and
Page 2 (2) that such right or interest may be directly and adversely affected by the application, This test ensures that if you have legal rights or interests that may be directly and adversely affected by a Board decision, you will be given an opportunity to present concerns at a hearing before the ERCB, who will make a decision on the application having regard to all evidence before it. The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, taking into account the specific facts and circumstances of each application and any objections received, In its letters, submitted by Garrett Tomlinson, on behalf of the LLN, concerns were expressed with regard to impacts the proposed facility amendments might have on LLN's aboriginal rights and traditional land use in the project area, The LLN notes the sites are home to animals that continue to be hunted for food,income, medicinal and ceremonial purposes. The sites proposed at 14-25-91-13W5M and 3-36-91-13W5M have herbs and plants that are commonly used by the LLN community. Furthermore, the LLN expressed concern regarding signs located in the area of the project, stating that signs meant to warn citizens of the dangers presented by these sites could cause concern to Lubicon citizens to such an extent that they attempt to exercise their rights to hunting, trapping and gathering in other areas, The LLN letters further state the area of the proposed project is supportive of large mammal travel and that mammal tracks were noted in the iminediate vicinity of the existing lease, Also, bone and fur fragments from Lynx/Bobcat digestive processes were noted within close proximity from an apparent pool of contaminated water and a leaking chemical barrel was noted at the 14-25 lease site, which had no protective measures in place to prevent the substance from spilling directly onto the ground. Lastly, the LLN expressed concerns with noise emanating from the operating pumpjacks, stating they can be heard as far away as 300m, which has the effect of driving off wildlife in the area. In its response letter dated July 20, 2012, Penn West stated that a review of Alberta Land Standing has determined that the lands under consideration are Crown Lands and that it received the necessary letters from Alberta Environment and Sustainable Resource Development (formerly Alberta Sustainable Resource Development) confirming the adequacy of its consultation for the project, Penn West acknowledged the presence of mammals in all of the areas in which it operates, and stated that it follows existing regulations and is diligent in minimizing its long-term impacts upon the ecology. Regarding the Sty-sagi-was and other unidentified herbs referenced in the LLN letter, Penn West stated that the photographs appeared to be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listed as endangered species. Penn West acknowledged a stain at the 14-25 lease and noted that it proactively reported it to the ERCB, Penn West continues to mitigate this stain under the ERCB's direction, Penn West noted that the presence of signage on its sites is intended to warn the public of potential dangers associated with industrial developments. It maintained that public, contractor and employee safety has and always will be Penn West's greatest priority.
Page 3 With regards to noise, Penn West stated it follows all established standards regarding pump jack operations and noise. It stated that it follows all protocols set out by the regulators. In deciding whether you or the LLN meet the test under subsection 26(2), the Board considered the following principles and facts. In the decision Dem Tha' First Nation v. Alberta (Energy and Utilities Board)2005 AB CA 68, the Court of Appeal of Alberta stated [14] It was argued before us that more, recent case law on prima facie infringement of aboriginal or treaty rights changed things. But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right. Some degree of location or connection between the work proposed and the right asserted is reasonable. What degree is a question of fact for the Board,(underlining added) The Board notes that the applications in question pertain to.arnenclments to the license for existing and operating facilities that will not involve any new surface activity. The concerns outlined in LLN's submissions with respect to impacts on the traditional land use by the LLN members in the area of the existing facilities provide information regarding animals and plants that may be in the area, and observations of the surrounding area. They donot provide information on how the proposed changes to the facility licences might specifically and locally impact the LLN's members' use of or access to traditional lands so as to demonstrate a sufficient degree of location or connection between the activity proposed in the subject applications and the rights asserted. Based on the considerations above, the Board finds the approval of the proposed licence amendments would not have a direct and adverse effect on LLN's rights to its traditional land use, Based on the information before the Board and the fact that Penn West must comply with all applicable ERCB regulations for the operation of the facilities, it does not appear that the LLN members have rights or interests that may be directly and adversely affected by the approval of the subject applications. As a result, the LLN do not appear to have met the test to initiate a hearing of the applications pursuant to subsection 26(2) of the ERCA. Based on the above, and following confirmation that the subject applications meet all applicable requirements, the Board intends to approve the applications and issue the well licences, The Energy Resources Conservation Act(ERCA) and ERCB Rules ofPractice (Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the BRCB. Please refer to sections 39, 40 and 41 of the ERCA and section 48 of the Rules. If you have any questions, please contact David Miles, Applications Specialist, at 403-297-3582,
Page 4
Yours truly,
bale Schafer Manager, Business Operations and Development Group Applications Branch
cc: Jay Farrell, Perin West(via e-mail) Chris Sillito, Penn West(via e-mail) ERCB &Albert Field Centre (via e-mail)
O'Reilly & Associes

AV OCATS
1155, RUE UNIVERSITY, BUREAU 1007, MONTRItAL (QUEBEC) H35 3A7 TM,tPHONE (514) 871.8117 Ta,ECOPIEUR (51.4) 8'71-9177 Jnmeti.oieillyC41 orussociencu
THISIS EXHIBIT " referred to in the Affidavit of
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Email: murray.nunnsAbennwest.com September 20, 2012 Penn West Petroleum Ltd, Suite 200, Penn West Plaza 207 91h Avenue SW Calgary, Alberta T2P 1K3 Attention: Murray Nunns,President and CEO Re:
James
RWALI BavisteY0,06 Vonmepl.00pr

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Proposed Projects of Penn West PetroleurnLtd. irr Lubicon Lake Cree Nation Traditional Lands
Dear Sirs: We act on behalf of the Lubicon Lake Nation and Chief Bernard Ominay ak. The Lubicon Lake Nation has aboriginal rights-and asserts jurisdiction over substan tial areas of land In northern Alberta containing in excess of 8,600 square miles, This includes all of the areas in and around Haig Lake, in which Penn West Petrol area eum Ltd. proposes to &ill wells, The Lubicon Lake Nation has never ceded any of its rights by treaty or otherwise. It has also enacted a law relating to its traditional territory, The full consent of the Lubicon Lake Nation is required in respect to all development projects in the Nation's traditional territory. The issue .of the rights of the Lubicon Lake Nation has been the object of serious controversy In Canada and internationally for over 70 years. In 1988, the Lubicon Lake Nation was a party to the Grimshaw Accord, which contemplated the setting aside of land in and around Haig Lake, as one of the three(3) Reserves for the Lubico n Lake Nation. The proposed drilling and other activities of your company will not only with the rights and jurisdiction of the Lubicon Lake Nation, but will seriously interfere jeopardize the use by the Lubicon Lake Nation and Its people of its traditional territory and cause irreparable damage to the Lubicon Lake Nation. We have been informed that the ERCB, by letter of September 14, 2012, purported to approve applications by Penn West Petroleum Ltd. for amendments has to facility licenses and licenses to drill ten crude oil wells In the Sawn Lake Field, two In the immediate area of the proposed Lubicon Reserve at Haig Lake.
Penn West Petroleum Lto, September 20, 2012 Page 2
Any such authorization of the ERCB remains subject to the full and direct consent of the Lublcon Lake Nation, which consent has not been given. The present is therefore to advise you that failing the authorization and consent of the Lubicon Lake Nation respecting any of the activities and projects of your company in the Nation's traditional territory and particularly the projects in and around Haig Lake, the Lubicon Lake Nation will vigorously oppose such activity, developments and projects and will avail itself of all legal recourses in order to prevent any such projects, Kindly govern yourselves accordingly. O'REILLY & ASSOCIES (9 -Eck -ea James O'Reilly, Ad.E
cc.
Chief Bernard Ominayak, Lublcon Lake Cree Nation (by email) Terry Munro, Munro & Associates Inc. (by email) Hon. John Duncan, Minister AAND (by fax) Premier Alison Redford, Government of Alberta (by fax) Hon. Robin Campbell, Minister of Aboriginal Relations Alberta (by fax) Ms, Sandra Folkins, Dept, of Justice of Alberta (by email) <40'0 , Mr. Shaun Mellen, Dept, of Justice of Canada (by email) oTcp') q9-4.5' 5 c " Mr. George Arcand, Regional Director General of Alberta, AAND (by email)
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ennWest Exploration
Suite 200, Penn West Plaza 207 9th Avenue SW Calgary, Alberta, Canada T2P 1K3 403377.2500 lel 403.777,2699 tax www,pennwest.com Keith Luft General Counsel & Senior Vice President, Stakeholder Relations Phone: (403) 218-8721 Fax: (403) 539-6980 keith,luftAPennwestoom
September 27, 2012 Via Email (james.oreillyorassocies.ca) O'Reilly & Associes 1155 Rue University, Bureau '1007 Montreal, QC H3B 3A7 Attention: James O'Reilly Re: Penn West Petroleum Ltd. ("Lubicon")
THIS IS EXHIBIT " referred to in the Affidavit of
re this \\ A D 2O\ A Comm i s ionet. for Oaths in and for the Province of Alberta
ROBERT D. WOODBarrister end Solicitor ("Penn West") / Lubicon Lake Cree Nation
Your letter dated September 20, 2012 to Penn West's Murray Nunns has been referred to me for reply. Please address all further correspondence With respect to these matters to me. Penn West recognizes that some of its activities occur on Lubicon's traditional lands, We are also mindful of the Crown's duty to consult(and accommodate, where appropriate) with Lubioon, and of Penn West's obligations to fulfill those Crown responsibilities to the extent that the Crown has delegated them to us. We believe that we have done so, both in regard to the ERCB applications referred to in your letter, and otherwise. Furthermore, we remain willing to continue discussions with Lubioon leadership or its members, either with regard to specific projects or more generally. Yours truly, PENN WES PETROL M.
eitliL)1 Gen a ounsel & Sent() Vick, President, Stak alder Relations
1098280 Penn West Exploration Is a registered trade name of Penn West Petroleum Ltd,
IfERC
Licence No. Well Name Licensee Well Type
BEnergy Resources Conservation Board
WELL LICENCE
THISISEXHIBIT referred to in the Allia'avit of Savor
0454377 PENN WEST HZ SAWN LK 3-24-91-13 PENN WEST PETROLEUM LTD. PRODUCTION Substance Name CRUDE OIL Formation Name SLAVE POINT FM
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ROBERT D. WOOD
Surface Location Surface Co-ordinates and Solicitor LSD 03-25-091-13 VV5M 200,0 metres North 412,5 metres East
(As measured or calculated from the exterior boundaries of the quarter section) Unique ID Field )hee Confidential Status Field Centre 100/03-24-091-13W5/0 SAWN LAKE Surface Rights Mineral Rights Projected Depth OUT(C) ST, ALBERT (Ph.(780)460-3800) Emergency Planning Zone 0.19 km 0 Terminating Zone Ground Elevation SLAVE POINT FM 766.6 metres ALBERTA CROWN ALBERTA CROWN 3300 metres
Number of occupied dwellings, public facilities, and/or places of business inside the EPZ
This licence expires on 30th day of January 2014 If well has not been spudded. Dated at Calgary, Alberta this )1 day of January 2013. Application Number 1739732 For Energy Resources Conservation Board
VERCB
Licence No. Well Name Licensee Well Type
WELL LICENCE
THIS 1,3 EXHIBIT ", referly. , d to in the Affidavit of
ft
0454404 PENN WEST HZ SAWN LK 4-24-91-13 PENN WEST PETROLEUM LTD, PRODUCTION Substance Name CRUDE OIL Formation Name SLAVE POINT FM
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ROBERT D. WOOD
Surface Location Surface Co-ordinates LSD 04-25-091-13 W5M 200.0 metres North 397,5 metres East 3nrrister and Solicitor
(As measured or calculated from the exterior boundaries of the quarter section) Unique ID Field Thee / 'Confidential Status Field Centre 100/04-24-091-13W5/0 SAWN LAKE Surface Rights Mineral Rights Projected Depth OUT(C) ST. ALBERT (Ph,(780) 460-3800) Emergency Planning Zone 0,19 km 0 Terminating Zone Ground Elevation SLAVE POINT FM 758,6 metres ALBERTA CROWN ALBERTA CROWN 3300 metres
Number of occupied dwellings, public facilities, and/or places of business Inside the EPZ
This licence expires on 31st day of January 2014 If well has not been spudded. Dated at Calgary, Alberta this )t day of January 2013, Application Number 1739739 For Energy Resources Conservation Board
IEF? L
Calgary Office Sub 1000, 250- 5 Street SW, Calgary, Alberta, Canaria T2P 054 Tel 403-2974311 Fax 4032977330 womercb.ca
January 30, 2013 Chief Bernard Ominayak and Council c/o Garrett Tomlinson Lubicon Lake Nation PO Box 6731 Peace River, AB T8S 155 Dear Sirs: RE:
THISIS EXHIBIT " referred to in the: Allic4,4vit of ,_,MIrj61,ALti\jacils Swopn nre this 11 A D 20
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A COMInizI:JL:ia for Oinks in laid for the Proviv.iqAdori.a
PENN WEST PETROLEUM LTD. PROPOSED FACILITIES FACILITY AMENDMENTS & WELLS H2S CONTENT LOCATION APPLICATION NO. 09.12-088-12W5M (FACILITY) 0,057 % 1739456 0.057 % 12.19.088-11W5M 1739457 (FACILITY AMENDMENT) 0.057 % 05.06-088-11W5M 1739467 (FACILITY AMENDMENT) 0.057 % 13-31-087-11W5M 1739468 NT) (FACILITY AMENDME 1.18 % SURFACE LOCATION 1739732 03-15-091-13W5M; BOTTOMHOLE 03-24-091.13W5M(WELL) 1.18 % SURFACE LOCATION 1739739 -13W5M; 04.25-091 BOTTOMHOLE 04.24-091-13W5M(WELL) 1.18 % SURFACE LOCATION 1739938 14-25-091.13W5M; BOTTOMHOLE 14.36-091-13W5M(WELL) 1.18 % LOCATION SURFACE 1739942 14-25-091-13W5M; BOTTOMHOLE 15.36-091-13WSM(WELL) 1.18 % LOCATION SURFACE 1739945 14-25-091.13W5M; BOTTOMHOLE 16-36-091.13W5M(WELL) 0.00 % 13-10-089.11W5M 1740166 (FACILITY) 0,00 % 09.21-089-11W5M 1740170 (FACILITY) 1740502 10-32.087-12W5M (FACILITY AMENDMENT) 0.057 %
7 Solicitor *Pir-IEP er and
Page 2 SURFACE LOCATION 12-26.088-12W5M; BOTTOMHOLE 13-27.088-12W5M (WELL) 1740973 SURFACE LOCATION 12-26-088-12W5M; BOTTOMHOLE 05.27-088-12W5M(WELL) 1740978 SURFACE LOCATION 12.26-088-12W5M; BOTTOMHOLE 04.27-088-12W5M (WELL) 1741113 SURFACE LOCATION 12-26-088-12W5M; BOTTOMHOLE 12.27-088-12W5M(WELL) 1741213 SURFACE LOCATION 01.14-091-13W5M; BOTTOMHOLE 01-11.091-13W5M (WELL) 1741250 SURFACE LOCATION 01.14-091-13W5M; BOTTOMHOLE 04.12-091-13W5M(WELL) 1742885 10.07-091-12W5M (FACILITY AMENDMENT) (Collectively the 'Applications") 1740963
0.05 %
0,05 %
0.05 %
0.05 %
1.18 %
1.18 %
0.90 %
At a meeting on January 30,2013, the Energy Resources Conservation Board (ERCB/Board) considered the Lubicon Lake Nation's(LLN)objection contained in your letters dated August 3, 2012. The Board has also considered the Applications and supporting documents. For the reasons that follow, the Board has determined that you have not met the test to initiate a hearing on the Applications under subsection 26(2) of the Energy Resources Conservation Act (ERCA). Under subsection 26(2) of the ERCA, the Board must hold a hearing of an application if it appears to the Board that its decision on that application may directly and adversely affect the rights of a person. The Court of Appeal of Alberta has indicated that to meet the test under subsection 26(2) two things must be established: (1) the claim, right or interest asserted by the person is known to law; and (2) that such right or interest may be directly and adversely affected by the application. This test ensures that if you have legal rights or interests that may be directly and adversely affected by a Board decision, you will be given an opportunity to present your concerns at a hearing before the ERCB, who will make a decision on the application having regard to all evidence before it.
Page 3 The Board decides whether the test under subsection 26(2) is met on a case -by-case basis, taking into account the specific facts and circumstances of each application and any objectio ns received. In the decision Dene 7'ha' First Nation v. Alberta (Energy and Utilities Board) 2005 ABCA 68, the Court of Appeal of Alberta stated [14] It was argued before us that more recent case law on primafacie infringement of aboriginal or treaty rights changed things, But the Board still needed some facts to go on. It is not compelled by this legislation to order intervention and a hearing whenever anyone anywhere in Alberta merely asserts a possible aboriginal or treaty right. Some degree 9f location or connection between the work proposed and the right asserted is reasonable, What degree is a question of fact for the Board.(underlining added) In your letters, you state that Penn West has failed to consult arid that the project may "raise specific concerns related to the Traditional Land Use by Lubicon citizens in the area the of proposed project". With regard to your statement that Penn West has failed to consult, the Board notes that Penn West responded directly to you in a letter dated August 24, 2012, In the letter, PennWest outlined its attempts to consult with the LLN, and provided a suggestion with respect to further meetings. It also submitted letters of Adequacy of Consultation from ASRD (now AESRD), dated December 15, 2010 and February 3, 2011, indicating that consultation for this project with the LLN is complete, The ERCB sent the LLN a Notice of Objection asking for further information on November 28, 2012, to which the Board did not receive a reply. Based on all the information before the Board, it does not appear that the LLN have rights or interests that may be directly and adversely affected by approval of the proposed project. Accordingly, the Board finds that LLN has not met the test to initiate a hearing of the Applications under subsection 26(2) of the ERCA, As such, following confirmation that the Applications meet the Board's regulatory requirements, the Board intends to approve the Applications and issue the licences. The Board Is aware that Penn West and the LLN have recently reached an agreement with respect to some of the applications in the area of this project. The Board is encouraged by this, and urges both parties to continue to meet. Please be advised that the Energy Resources Conservation Act(ERCA)and the ERCB Rules of Practice(Rules) provide mechanisms for and outline the requirements applicable to review and appeal of decisions made by the ERCB. Please refer to sections 39,40, and 41 of the ERCA and section 48 of the Rules. If you have any questions, please contact David Miles at 403-297-3582.
Page 4
Yours truly,
Kim Claytoif Manager, Facilities Applications Group Applications Branch

cc: Jay Farrell, Penn West(via e-mail) Chris Sillito, Penn West(via e-mail) Keely Cameron, ERCB Counsel (via e-mail) ERCB St. Albert Field Centre (via e-mail)
THIS IS EXHIBIT " IS rej'erred to in the Alf ibiovit of Oac Sw ?71e this _
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Ligitilaar From: Nicole Braun (SRD)[Mallto:Nicole.Braun@gov.ab.ca] Sent: Monday, February 25, 200 3:17 PM To: SRD,FNConsultLands-EDS.M Co: Kurt Borzel; Dion Lawrence; Aaron Davydiuk; Angela Green; Dennis Leask; Heather White; Jan Simonson; Jennica Goulet; Jennifer Fllax; Jody Butt; John Bruce (SRD); Lesley Merchant; Magdalena Jordan; Marcus Ruehl; Robert Oakley; Sean Trostem; Shannon Shewchuk; Tammy Proulx; Jenny Ferbey; Nadine Kheshen; Nicole Keef; Rllee Letendre; Shilpa Maracle Subject: Important Information Regarding the Lublcon Lake Band On February 15, 2013 the Lubloon Lake Band held an election at Cadotte Lake, Alberta, The Governments of Canada and Alberta recognize the election of Mr, Billy Joe Laboucan as Chief. Chief and Council have requested that Alberta refer to them as the Lubicon Lake Band. On February 21, 2013 the new Chief and Council signed a Band Council resolution directing a consultation contact, This information became effective on Friday February 22, 2013 when the information was updated to the Aboriginal Relations website httb://www.aborlqinal.alberta.ca/576.cfm, The following Is the new consultation contact information for the Lubicon Lake Band, Lubicon Lake Band Wayne Auger Box 1351 St, Isidore, AB TOH 3B0 780-219-5662 Accordingly, the Lubicon Lake Nation Notification Strategy, Government of Alberta Interim Directive is no longer in effect. It has been identified that you are currectly in consultation with the Lubicon Lake Band. For those projects that are currently active (already begun consulting with the Lubicon Lake Band through the previous interim directive) you are directed to provide the project notification package to Mr, Auger and to explain to him that consultation is active and ongoing (having begun under the previous directive with the previous consultation contact) and to discuss with him what he needs to complete the consultation process.
All consultation with any other party claiming to represent the Lubicon Lake Band will no longer be recognized by Alberta, and is to stop immediately.
Please direct your questions to Kurt Borzel 780-523-6560 or Dion Lawrence 780-538-8097 Thank you, Nicole Braun, RPFT Team Lead First Nations Consultation Approvals Unit 780-778-7174 This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed, If you have received this email in error please notify the system manager.
This message contains confidential information and is intended only for the individual named, If you are not the named addressee you should not disseminate, distribute or copy this e-mail.
E-mail communications may be vulnerable to interception by unauthorized parties. Please notify the sender immediately if you do not wish to communicate by e-mail. This email and any attached files may contain confidential and/or privileged material and is intended solely for the use of the person or entity to which it is addressed. Any review, retransmission, dissemination or other use of or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender immediately and delete it and all attachments from your computer.
THISIS EXIMIT ".

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Aboriginal Relations Page 1 of 6
Modified: February 22, 2013
Treaty 8 First Nation Consultation Contacts Athabasca Chipewyan First Nation [Updated Decembers, 2012]
Doreen Somers A/Director ACFN Industry Relations Corporation 220 Taiganova Crescent Fort McMurray, AB T9K OT4 Office: 780-791-3311 Cell: n/a Fax: 780-791-3632 Email: doreen.somersAacfn.com
Beaver First Nation [Updated September, 2011]

James Kelly Consultation Consultant Beaver First Nation 12314 103 Street Edmonton, AB T5G 2K3 Office: 780-222-4916 Cell: n/a Fax: n/a Email: n/a
Bigstone Cree Nation [Updated September 26, 2012]

Cheryl Moberly Manager Government and Industry Relations PO Box 1710 Wabasca, AB TOG 2K0 Office: 780-891-3836 Cell: n/a Fax: n/a Email: Cheryl,moberly@bigstone,ca
Chipewyan Prairie First Nation [Updated November 23, 2012]

Shaun Janvier Director Chipewyan Prairie Industry Relations Corporation Cell: 780-881-9206 Email: directorcpirc,ca 205, 10020 Franklin Ave, Fort McMurray, AB T9H 2K6 Phone: 780-715-3401 Fax: 780-715-3463 cc: Stacey Mouille Environmental Coordinator Chipewyan Prairie Industry Relations Corporation Cell: 780-404-6226 Email: environment(cpirc.ca cc: Chris Heavy Shield Special Projects Chipewyan Prairie Industry Relations Corporation Cell: 780-404-6433 Email: chris,heavyshleldcpirc,ca NOTE: Please copy Stacey Mouille and Chris Heavy Shield by email on all information provided to Shaun Janvier. There is no need to provide hard copies to Stacey or Chris.
Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing,
Treaty 8 First Nation Consultation Contacts Dene Tha' First Nation [Updated December 12, 2012]
Baptiste Metchooyeah Consultation Coordinator Dene Tha' First Nation PO Box 120 Chateh, AB TOH OSO Office: 780-321-3775 Cell: n/a Fax: 780-321-3886 Email: Baptiste,Metchooyea hCadenetha,ca
Driftpile First Nation [Updated January 9, 2013]

Danny Bellerose Consultation Liaison Driftpile First Nation PO Box 30 Driftpile, AB TOG OVO Office: n/a Cell: 780-507-1511 Fax: 780-355-3650 Email: dannvbellerosedmail,com
NOTE: Address all registered mail to First Nation.
Duncan's First Nation [Updated November 13, 2012]

Conroy Sewepagaham Consultation Officer Duncan's First Nation PO Box 148 Brownvale, AB TOH 1Z0 Office: 780-597-3777 Cell: n/a Fax: 780-597-3920 Email: csewepadahamsis.net
Fort McKay First Nation [Updated December 7, 2012] For consultation related to government consultation & initiatives:
Karla Buffalo Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 3G4 Office: 780-828-2480 Cell: 780-715-8113 Fax: 780-828-4086 Email: kbuffalopfortmckay,com
Fort McKay First Nation [Updated December 7, 2012] For consultation related to resource development that requires an SRD
Margaret Luker Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 3G4 Office: 780-828-2480 Cell: 780-881-3731 Fax: 780-828-4086 Email: mlukergfortmckay,com
Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing,
Treaty 8 First Nation Consultation Contacts Fort IVcKay First Nation [Updated December 7, 2012] For consultation related to resource development that requires EPEA,
Water Act approval or Waste Licence: Daniel Stuckless Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 3G4 Office: 780-828-2480 Cell: 780-370-6177 Fax: 780-828-4086 Email: dstucklessAfortmckay.com
Fort McMurray #468 First Nation [Updated November 19, 2012]

Kyle Gladue Government & Regulatory Affairs Coordinator Fort McMurray #468 First Nation IRC PO Box 6130 Fort McMurray, AB T9H 4W1 Office: 780-334-2293 Cell: 780-370-4449 Fax: 780-334-2457 Email: irc.ciov,IlaisonAfrnfn468,com
Horse Lake First Nation [Updated January 23, 2013]

Chief and Council Box 303 Hythe, AB TOH 2C0 Office: 780-356-2248 Cell: n/a Fax: 780-356-3666 Email: n/a Website: n/a
Kapawe'no First Nation [Updated February 5, 2012]

Michelle Knibb First Nation Liaison Kapawe'no First Nation Office: 1-800-443-2044 Cell: 780-523-6366 Fax: 780-800-6998 Email: michelleknibbgmail.com NOTE: If sending registered mail, please address to Kapawe'no First Nation rather than the individual. PO Box 10 Grouard, AB TOG 1C0
Little Red River Cree Nation [Updated September 3, 2012]

Harvey Sewepagaham Director/Consultation Coordinator Little Red River Cree Nation PO Box 30 John D'or Prairie, AB TOH 3X0 Office: 780.759-3912 Cell: n/a Fax: 780-759-3780 Email: ha rvev.sewepag ahamalittlered riverforestry,ca
Treaty 8 First Nation Consultation Contacts Loon River First Nation [Updated February 8, 2013]
Eva Whitehead and Staff Manager Loon River First Nation Consultation Unit PO Box 189 Red Earth Creek, AB TOG 1X0 Office: 780-649-2211 Cell: 780-649-4213 Fax: 780-649-3873 Email: tlusaloonriver,ab.ca
Lubicon Lake Band [Updated February 22, 2013]

Wayne Auger Lubicon Lake Band PO Box 1351 St, Isidore, AB TOH 3B0 Office: 780-219-5662 Cell: n/a Fax: n/a Email: n/a
Mikisew Cree First Nation [Updated October 18, 2012] For Consultation related to resource development requiring an
application to SRD, Linda Aidnell Land Use Coordinator Government and Industry Relations 206, 9401 Franklin Ave, Fort McMurray, AB T9H 3Z7 Office: 780-714-6500, Ext, 222 Cell: n/a Fax: 780-715-4098 Email: linda.aidnellamcfngir.ca
Mikisew Cree First Nation [Updated October 18, 2012] For Consultation related to resource development requiring an EPEA, Water Act Approval, or Waste license, Cathleen O'Brien Regulatory Affairs Coordinator 206, 9401 Franklin Ave. Office: 780-714-6500, Ext. 222 Government and Industry Fort McMurray, AB Cell: n/a Relations T9H 3Z7 Fax: 780-715-4098 Email: Cathleen,obrienAmcfngirca Mikisew Cree First Nation [Updated October 18, 2012] For Consultation related to government consultation for all other policy
and/or regulation matters, Sebastian Fekete Government Liaison Government and.Industry Relations 206, 9401 Franklin Ave, Fort McMurray, AB T9H 3Z7 Office: 780-714-6500, Ext, 222 Cell: n/a Fax: 780-715-4098 Email: sebastien.feketeamcfngirca
Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing.
Treaty 8 First Nation Consultation Contacts Peerless Trout First Nation #478 [Updated January 11, 2013]
Doreen Seeseequon Consultation Coordinator Peerless Trout First Nation PO Box 128 Peerless Lake, AB TOG 2W0 Office: 780-869-3985 Cell: n/a Fax: 780-869-3986 Email: doreen,seeseeduonptfn.net
Sawridge First Nation [Updated December 7, 2012]

Winona Twin Liaison Sawridge First Nation PO Box 326 Slave Lake, AB TOG 2A0 Office: 780-849-4249 Cell: 780-843-6917 Fax: n/a Email: consultationsawridciefirstnation,com
NOTE: If sending registered mail, please address to Sawridge First nation rather than the individual,
Smith's Landing First Nation [Updated January 11, 2013]

Chief Smith's Landing First Nation PO Box 1470 Fort Smith, NWT XOE OPO Office: 867-872-4950 Cell: n/a Fax: 867-872-5154 Email: n/a
Sturgeon Lake Cree Nation [Updated October 15, 2012]

Curtis Mitchell Consultation Coordinator Sturgeon Lake Cree Nation PO Box 757 Valleyview, AB TOH 3N0 Cell: 780-524-7471 Email: n/a AND Office: 780-524-3307 Fax: 780-524-2711 Alfred Goodswimmer PO Box 757 Valleyview, AB TOH 3N0 Cell: 780-552-3452 Email: n/a
Please contact Aboriginal Relations at 780.6444945 with any concerns, inconsistencies or errors related to this listing,
Government of Alberta is
Treaty 8 First Nation Consultation Contacts
Sucker Creek First Nation !Updated September 26, 2012]

Clayton Cuningham Director of Consultation Sucker Creek First Nation PO Box 65 Enilda, AB TOG OWO Office: 780-523-4426 Cell: n/a Fax: n/a Email: n/a
Swan River First Nation [Updated November 30, 2011]

Darryel Sowan Swan River First Nation PO Box 270 Kinuso, AB TOG 1K0 Office: 780-775-3536 Cell: 780-843-9351 Fax: 780-775-3796 Email: n/a
Tallcree First Nation [Updated November 14, 2012]

Clinton Laboucan Consultation Manager Tallcree First Nation PO Box 100 Fort Vermillion, AB TOH 1NO Office: 780-927-4111 Cell: n/a Fax: 780-927-4375 Email: n/a
Whitefish Lake First Nation [Updated September 26, 2012]

Darren Auger Consultation Coordinator Whitefish Lake First Nation PO Box 255 Atikameg, AB TOG OCO Office: 780-767-2658 Cell: 780-805-0953 Fax: 780-767-2962 Email: ddauder73@live.ca
Woodland Cree First Nation [Updated January 29, 2012]

Chief and Council General Delivery Cadotte Lake, AB TOH ONO Office: 780-629-3803 Cell: n/a Fax: 780-629-3898 Email: n/a
Please note that the date of update for each First Nation may reflect changes to the Consultation Contact or other Information such as address, phone number or email, Please contact Aboriginal Relations at 780.644-4945 with any concerns, inconsistencies or errors related to this listing,
.. .kki.e/rbaJR Glover n rn e n I;
Pagel of 6
Modified: November 7, 2013
Treaty 8 First Nation Consultation Contacts Athabasca Chipewyan First Nation [Updated December 5, 2012]
Doreen Somers A/Director ACFN Industry Relations Corporation 220 Taiganova Crescent Fort McMurray, AB T9K OT4 Office: 780-791-3311 Cell: n/a Fax: 780-791-3632 Email: doreen.somersAacfn,com
Beaver First Nation [Updated April 6, 2013]

Kieran Broderick Beaver First Nation Box 270 High Level, AB TOH 1Z0 Office: n/a Cell: 250-793-4595 Fax: 780-927-4064 Email: Kieran,Broderick(abeaverfirstnation.pb.ca
Bigstone Cree Nation [September 7, 2013]

Melvin Beaver Director Government and Industry Relations PO Box 1710 Wabasca, AB TOG 2K0 Office: 780-891-3836 ext. 290 Cell: 780-953-2099 Fax: 780-891-2136 Email: melvin.beaverabidstone.ca
Chipewyan Prairie First Nation [Updated September 17, 2013]

Shaun Janvier Director Chipewyan Prairie Industry Relations Corporation Cell: 780-881-9206 Email: directorncPirc.ca 205, 10020 Franklin Ave, Fort McMurray, AB T9H 2K6 Phone: 780-715-3401 Fax: 780-715-3463 cc: Stacey Mouille cc: Linda Aidnell Environmental Coordinator Regulatory and Consultation Chipewyan Prairie Industry Relations Coordinator Corporation Chipewyan Prairie Industry Cell: 780-404-6226 Relations Corporation Email: environmentcpirc,ca Cell: 780-215-7105 Email: linda,aidnellAqpirc,ca cc: Chris Heavy Shield Special Projects Chipewyan Prairie Industry Relations Corporation Cell: 780-404-6433 Email: chris.heavvshieldcpirc.ca
NOTE: Please copy Linda Aidnell, Stacey Mouille and Chris Heavy Shield by email on all Information provided to Shaun Janvier. There is no need to provide hard copies to Linda, Stacey or Chris.
Please contact Aboriginal Relations at 780-644.4945 with any concerns, Inconsistencies or errors related to this listing.
Government
Page 2 of 6
Treaty 8 First Nation Consultation Contacts Dene Tha' First Nation [Updated September 12, 2013]
Baptiste Metchooyeah Consultation Manager Dene Tha' First Nation Office: 780-321-3774 Cell: 780-841-8933 Email:
Baptiste.M etchooyeaheden etha.ca
PO Box 120 Chateh, AB TOH OSO Fax: 780-321-3886
cc: (Alternate) Thomas Ahkimnachie Field Consultation Coordinator Office: 780-321-3775 Cell: 780-841-3757 Email: Thomas,Ahkimnachiendenetha.ca
Driftpile First Nation [Updated July 18, 2013]

Danny Bellerose Consultation Liaison Driftpile First Nation Cell: 780-507-1511 Email: dannybellerosecimaikcom AND PO Box 30 Driftpile, AB TOG OVO Fax: 780-355-3650 Ruthy Degner Driftpile Consultation Assistant Driftpile First Nation Office: 780-355-3868 Cell: 780-536-8458 Email: consultations driftpilecreenation.com
NOTE: Address all registered mail to First Nation,
Duncan's First Nation [Updated November 13, 2012]

Conroy Sewepagaham Consultation Officer Duncan's First Nation PO Box 148 Brownvale, AB TOH 1Z0 Office: 780-597-3777 Cell: nfa Fax: 780-597-3920 Email: csewepaciahamPsis.net
Fort McKay First Nation [Updated December 7, 2012] For consultation related to government consultation & initiatives:
Karla Buffalo Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 3G4 Office: 780-828-2480 Cell: 780-715-8113 Fax: 780-828-4086 Email: kbuffalonfortmckay.com
Fort McKay First Nation [Updated December 7, 2012] For consultation related to resource development that requires an SRD
application: Margaret Luker Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 3G4 Office: 780-828-2480 Cell: 780-881-3731 Fax: 780-828-4086 Email: mlukerAfortmckav,com
Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing.
C3over nrnent
Page 3 of 6
Treaty 8 First Nation Consultation Contacts Fort McKay First Nation [Updated December 7, 2012] For consultation related to resource development that requires EPEA,
Water Act approval or Waste Licence: Daniel Stucklets Fort McKay First Nation PO Box 5360 Fort McMurray, AB T9H 304 Office: 780-828-2480 Cell: 780-370-6177 Fax: 780-828-4086 Email: dstucklessaJortmokay.com
Fort McMurray #468 First Nation [Updated October 11, 2013]

Harry Cheecham Land Use Manager Fort McMurray #468 First Nation IRC PO Box 6130 Fort McMurray, AB T9H 4W1 Office: 780-334-2400 Cell: 780-880-2937 Fax: 780-334-2015 Email: irc,environmental(&,fmfn468.com
Horse Lake First Nation [Updated November 7, 2013]

Barry Hochstein President HLFN Industry Relations Corporation Cell: 780-933-6503 Email: bhochsteinahlfniro.com PO Box 18 Hythe, AB TOH 200 Office: 780-356-2472 Fax: n/a cc: Katherine Horseman Email: katherineAhlfnirc.com
NOTE: Please cc all correspondence to the consultation office to Katherine Horseman at: katherineRhIfnirc.com,
Kapawe'no First Nation (Updated October 10, 2013]

Michelle Knibb First Nation Liaison Kapawe'no First Nation PO Box 10 Grouard, AB TOG 1C0 Office: 1-800-443-2044 Cell: 780-523-6366 Fax: 780-800-6998 Email: n/a
NOTE: If sending registered mail, please address to Kapawe'no First Nation rather than the individual.
Little Red River Cree Nation [Updated September 3, 2012]

Harvey Sewepagaham Director/Consultation Coordinator Little Red River Cree Nation PO Box 30 John D'or Prairie, AB TOH 3X0 Office: 780-759-3912 Cell: n/a Fax: 780-759-3780 Emalkharvey.sewepagahamAlittleredriverforestry.ca
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ji Government
Page 4 of 6
Treaty 8 First Nation Consultation Contacts Loon River First Nation [Updated February 8, 2013]
Eva Whitehead and Staff Manager Loon River First Nation Consultation Unit PO Box 189 Red Earth Creek, AB TOG 1X0 Office: 780-649-2211 Cell: 780-649-4213 Fax: 780-649-3873 Email: tlusAloonriver.ab,oa
Lubicon Lake Band [Updated October 18, 2013]

Wayne Auger Consultation Manager Lubicon Lake Band PO Box 1351 St. Isidore, AB TOH 3B0 Office: 780-629-2356 Cell: 780-219-5662 Fax: 780-629-2473 Email: w auger(hotmail.com
Mikisew Cree First Nation [Updated September 7, 2013]

Melanie Dene Consultation Coordinator Government and Industry Relations 206, 9401 Franklin Ave. Fort McMurray, AB T9H 3Z7 Office: 780-714-6500, Ext. 506 Cell: n/a Fax: 780-715-4098 Email: consultationmcfnpirca
Peerless Trout First Nation #478 [Updated August 30, 2013]

Doreen Seeseequon Consultation Coordinator Peerless Trout First Nation PO Box 128 Peerless Lake, AB TOG 2W0 Office: 780-869-3985 Cell: 780-649-0545 Fax: 780-869-3986 Email: doreen.seeseequonAptfn.net
Sawridge First Nation [Updated December 7, 2012]

Winona Twin Liaison Sawridge First Nation PO Box 326 Slave Lake, AB TOG 2A0 Office: 780-849-4249 Cell: 780-843-6917 Fax: n/a Email: consultation@sawridgefirstnation.com
NOTE: If sending registered mail, please address to Sawridge First Nation rather than the Individual.
Please contact Aboriginal Relations at 780-644.4946 with any concerns, inconsistencies or errors related to this listing,
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Page 5 of 6
Treaty 8 First Nation Consultation Contacts Smith's Landing First Nation [Updated August 14, 2013]
Chief Andrew Wandering Spirit Smith's Landing First Nation Email: chieMslfn196.com PO Box 1470 Fort Smith, NT XOE OPO Office: 867-872-4950 Fax: 867-872-5154 cc: Jeff Dixon Lands & Resource Coordinator Lorraine MacDonald Band Manager
NOTE: Please copy all correspondence to Jeff Dixon, Lands and Resource Coordinator and Lorrain MacDonald, Band Manager.
Sturgeon Lake Cree Nation [Updated October 10, 2013]

Alfred Goodswimmer Consultation Manager Sturgeon Lake Cree Nation PO Box 757 Valleyview, AB TOH 3N0 Office: 780-524-3307 Cell: 780-524-6766 Fax: 780-524-2711 Email: alfredda,sturdeonlake,ca
NOTE: Sturgeon Lake Cree Nation would like proponents to send originals in the mail rather than fax.
Sucker Creek First Nation [Updated September 17, 2013]

Clayton Cunningham Director of Consultation Sucker Creek First Nation Box 65 Enilda, AB TOG OWO Office: 780-523-4426 Cell: n/a Fax: n/a Email: n/a
Swan River First Nation [Updated November 30, 2011]

Darryel Sowan Swan River First Nation PO Box 270 Kinuso, AB TOG 1K0 Office: 780-775-3536 Cell: 780-843-6333 Fax: 780-775-3796 Email: n/a
Tallcree First Nation [Updated August 30, 2013]

Mike Cardinal Interim Consultation Manager Tallcree First Nation Box 100 Fort Vermilion, AB TOH 1NO Office: 780-927-4111 Cell: n/a Fax: 780-927-4375 Email: n/a
Please contact Aboriginal Relations at 780.644-4945 with any concerns, Inconsistencies or errors related to this listing,
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Page 6 of 6
Treaty 8 First Nation Consultation Contacts Whitefish Lake First Nation [Updated April 10, 2013]
Darren Auger Consultation Coordinator Whitefish Lake First Nation PO Box 255 Atikameg, AB TOG OCO Office: 780-767-2658 Cell: 780-516-2730 Fax 780-767-2962 Email: ddauger731ive.ca
Woodland Cree First Nation [Updated March 26, 2013)

Isaac Laboucan-Avirom Councillor Lands & Consultation Email: Isaac@woodlandcree.net General Delivery Cadotte Lake, AB TOH ONO Phone: 780-629-3803 Fax: 780-629-3898 cc: Lawrence Lamouche Email: Lawrence@woodlandcree,net
Please note that the date of update for each First Nation may reflect changes to the Consultation Contact or other information such as address, phone number or email.
Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing,
VIA EMAIL April 2, 2013
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Penn West Exploration Attn: David Middleton Executive Vice President Suite 200, Penn West Plaza 207 - 9th Avenue SW Calgary, Alberta T2P 1K3 Telephone:(403) 777-2500 David,Middleton@Pennwest,com RE:
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ROBERT.D.WOOD
Elahristor and Solicitor
Resource Development within Lubicon Lake Nation Lands, Notice to Industry
Good day, The attached notice has been drafted for the benefit of resource companies intending to develop lands within Lubicon jurisdiction known as 'the Teardrop'. The government of the Lubicon Lake Nation has made extensive efforts to find mutually respectful ways to allow responsible development to occur on our lands despite the ongoing Jurisdictional concerns between Alberta, Canada and the Lubicon Lal<e Nation. The Chief, Council and Elders' Council of the Lubicon Lal<e Nation intend to continue these efforts to find mutually respectful and beneficial ways to develop Lubicon lands responsibly, However, as a result of actions by the Government of Canada to undermine the authority of the rightful Government of the Lublcon Lake Nation we are providing the following notice to industry in an effort to clarify the position of the Lubicon Lake Nation.
Regards,
Garrett Tomlinson, EMT Communications / Industry Liaison Emergency Services Coordinator CC: Hon. Robin Campbell Minister Aboriginal Relations, Alberta Frank Oberle MLA, Alberta Cole Pederson Executive Director Aboriginal Consultation, Alberta
)1:1) 619-3945T:ex (700 0.9-3,539 BOx 6731 PIM ' AB Ti5S1S5 WITARMICONTAacENATitoNtala
April 2, 2013 NOTICE TO INDUSTRY PROPONENTS
The Lubicon Lake Nation: Is a Sovereign and self-determining Nation with our authority, autonomy and jurisdiction fully intact and operational. Has self-determining powers which include (but are not limited to) those inherent rights to our land and territory, our peoples, and our decision making. Self-determination includes decision-making in all area of Lubicon Lake Nation life, This includes cultural, social, spiritual, governmental, legal and economic self-determination. Continues to exercise our sovereign authorities and self-determining powers over our land, territories and peoples, Our Nation has never ceded territory or authority for our Nation to a Canada or any other foreign jurisdiction nor acknowledged the jurisdiction of any other Nation, including Canada, to make decisions related to our territory, peoples or governance of the same. Has always followed our customary leadership and selection system. We have always acted In accordance with our custom related to recognition and acceptance of Lubicon Lake Nation peoples. Leadership was selected on June 25, 2009 and affirmed in accordance with our Custom leadership selection code on July 19, 2012. Provides notice that any other process that professes to be a Lubicon Lake Nation process is not supported by the Nation, fraudulent and rendered no results applicable to or binding on the Lubicon Lake Nation. Any other Individual(s) holding them out to be the leadership of the Lubicon Lake Nation do so without authority and without the support of the people of the Lubicon Lake Nation. Intends to persist In our pursuit of justice for the Lubicon Lake Nation, addressing the rumoured and illegal activities and conflict of interest which Canada formulated, perpetuated, accommodated, endorsed and/or acknowledged in international and other venues in order to address and seek redress for the illegal activities and conflict of interest.
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And Whereby: The Government of Canada appears to be attempting to unlawfully forcibly apply foreign Jurisdictional authority, legislative standards, economic force and political pressure to the Lubicon Lake Nation; The Government of Canada continues to provide misinformation regarding the rightful governance of the Nation, including the housing of the portfolio for economic activities in our traditional territory; Our Government, including Chief and Council and our Elders' Council have been recognized by the Lubicon Lake Nation as the representative government for our people; and Our Government has responsibility for, among other things, economic development and consultation and accommodation related to our territoriality,
We Provide Notice That: The Lubicon Lal<e Nation as represented by our government: Chief Bernard Ominayak, the Council and Elders' Council of the Lubicon Lake Nation, continues to act as we have been mandated to do so by the people of the Lubicon Lake Nation; Our Sovereignty, self-determination, governance, and Customs (for example, customary leadership selection processes and authority for economic development) remain in place and authoritative in Lubicon Lal<e Nation territory; Our roles as protector of the land, advocates for our People and governmental portfolio holders for land, territoriality, economic development and consultation (among others) continue; We will continue to abide by our laws and customs as we have always done. This Includes our laws, customs and customs related to all areas of our governance (for example, our customary leadership selection process, customary recognition of Lublcon Lal<e Nation peoples, authority for economic development, and processes related to elections, appeals, etc.); We will understand attempts to undermine, ignore or otherwise subvert our laws and customs as acts of invasion and we will respond accordingly; Industry and industry proponents In Lublcon Lal<e Nation territory are expected to abide by Lubicon Lake Nation laws and customs; and Industry and Industry proponents continue to work with our Consultation Unit in developing mutually reciprocal relationships. Our Consultation Unit contact information remains as follows:
Consultation Unit Lubicon Lake Nation Box 6731 Peace River, Alberta T8S 1S5 Phone: (780)629-3945 Fax: (780) 629-3939 Email: Consultation@LubiconLakeNation,ca
Signed,
Original Signed Chief Bernard Ominayak
Original Signed Councillor Walter Whitehead
Original Signed Councillor Alphonse Ominayak
Original Signed
Original Signed
Original Signed
Councillor Dwight Gladue
Councillor Bryan Laboucan
Councillor Larry Ominayak
Original Signed
Original Signed
Councillor George Whitehead
Councillor Dwight Jordle Sawan
11/25/2013
02:10
780-629-3935
LUBICON LAKE NATION
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01/02
41.,0*NPIA 1 1M1/1 November 25, 2013 David B,Roberts President & CEO Pennwest Exploration Suite 200,Pone West Plaza 207 - 9th Avenue SW Calgary, Alberta T2P 1K3 DaVid,RObertsepennwest.COM Re; Pent West Fax Nov 22,2013"Re: Alleged Trespass at 3.25-91-13W5 Mr,'Roberts, " 7:111SIS DT/Mir ", Z 7017.cd to the Al,fidavit. of C.\\L_Kaa.c.k me this 1. . A.D. 20Na, on fo, Pi for Gels . i4eK:t
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The Lubicon Lake Nation is in receipt ofa faxed letter ofNovember 22,2013 on, Counsel, which is attached to this letter, The letter Indicates that your company your behalf by Keith Luft,..General intends to c: x r: t t e ru hr i i e:::lo i: o ra lit C project within the Lubicon Territely despite our outstanding objectio ns, lack of consent and now 11017nal, legal ordcrs relating to trespass on Lubicon Lake Nation lands, 'The letter indicates that this work has been authorized by a so-called "Lubioo people form a Nation. and the Indian At is irrelevant to our rights, interest n Lake Band". As you well loiow, our s and authority over out Traditional Lands. lo, any event, no indiall Act band AS such has authority over our Traditio nal Lands. We have never signed treaty with the Crown and retain full title to aux lands without designation ofroserves under the Indian Act. The fact that your company has been intentionally misled by the Provincial and Pedend holders ofthe Aboriginal Rights and Title to our lands is ofno consequence Government regarding who the to us. Neither level of government has the authority to make such a determination. As such, the so-calle d "Lubicon Lake Band" has no 1tttholity to deal with, speak to or withdraw the objections regarding development of OUR lands. The token communications that you purport to be "engagement" have become clearly anything but meaningfial engagement and our peDple see through this charade. As was triads explicitly clear on November 19, 2013, the Majority of Lubicon Lake yation people are supportive of the COVPriltficut oftbel.ubicon Lake Nation that they 010004 on May 30, 2013 and .to positions, The people ofthe Lubleon Lake Nation have indicated to our Govern ment that they remain ready and will* to bake action to defend those positions. Fl ally, to be absolutely clear, the Lubicon Lake Nation as represe nted by its lawful Govern:pent, has not giverx Penn West consent to enter upon, develop or exploit our lands and resources, As indicated in the oikler issued by this Government on November 21,2013 the strictest standard oferorcement ofthe Lubicon eke Na ion tam will be applied." Govern yourselves accordingly,
Chief Bernard Ominayak Lubicon Lake Nation
CC:
National ChiefShawn Ade AFN; Orand ChieflV Bill Naniagoose Grand Council of Creer, Chief Wallacelatthew Cooncome Grerid C =oil of Crees; Pox ThOttlaN Mulcair, l Official Opposition; ,Tustin 'Pruden, MP Orden Lake Cree Natio Liberal; Tatnes Anaya UNIIRC; lvliehelle Mat:lade Pennwest; S, Keith Lull;Pennwost; Rick QtOrge Pennwest; (780)62390'AM (78062,9.3939Pa. Q Box 67111. Pi8ACE Rrinak, VINITW.LIAMONIA'KENATION.COM
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THIS.1,3 EXHIBIT referred to in ih iU4I'it oj
ode
Swiv me this _II tcyof
A Coo in mid fir thu fbr(Lr.hs ocAt;
ROBERT D. WOO Barrister and Solicitor
0.k. orm
NOTICE PennWest Exploration is hereby advised that an Order was passed on November,2 ,2013 by the Chief and Council of the Lubicon Lake Nation respecting Illegal use and/or occupation of the Lublcon Lake Nation lands by PennWest Exploration PennWest Exploration is subject to the Order and the laws governipg the same. Failure to comply with the Order will result In the application and enforcement of Lublcon Lake Nation laws to their fullest extent.
THIS NOTICE is made and approved at a duly convened meeting of the Lubicon Lake Nation Chief and Council this l day of November, 2013.
Signed on Behalf of the Lublcon Lake Nation by
Chief Bernard Ominayak ,/,4: uncillor Bryan Laboucan
u c lor Alphonse Omlny k
Dwight Gladue
r L rry
C/ )
Orninayall
nc lor Dwight Jordie Sawan
(MC))629P-39451m (780)679.5939 FAX P. O. Box 6751 Plimai Am;a, AB MS 11S5 WAYI%IIIIIICON TAN kTION,COM
THISIs EXHIBIT "

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Chronological no. File reference no,
;77 /
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LURICON LAKE NATION ORDER AND COUNCIL RESOLUTION
Quorum consists of four (4)Council Members Date of duly convened meeting Dtty Month Year l 3 Province A LBERTA
a II
1 I
WHEREAS: Pursuant to the authority inherent in the Lubicon. Lake Nation, some of which is encoded in. The Law of the Lubicon Lake Indian Nation Respecting Use of its Traditional Territory (1988) and addressed further in the Lubicon Lake Nation Trespass Law (2012), WHEREAS; Penn West is hereby ordered to cease all acts constituting a breach of The Law of the Lubicon Lake Indian Nation Respecting Use ofits Traditional Territory (1988), including but not limited to the:
occupation of Lubicon Lake Nation.land (s.3) extraction or attempt to extract resources on Lubicon Lalce Nation Land (s.4) exploration, drilling, cutting of seismic lines or any use of the lands of the Lubicon Lake Nation (s.5) entering, remaining on, erecting any constructions, maintain. any installations, worlcs or facilities on Lubleon Lake Nation land (s.7)
WHEREAS; Unions and until the Lubicon Lalce Nation's Government, on behalf of the Laical), Lalce Nation and consisting of Chief Ominayak and Councillors Alphonse Ominayak, Bryan Laboucan, Dwight Gladue, Larry Ominayak, Dwight jordie Sawan and Elden' Council .Members Joe Laboucan and Walter Whitehead consent thereto pursuant to The Law of the Lubicon Lake Indian Nation Respecting Use ofits Traditional -Territory. AND WHEIXEAS; Penn West ExPloration's 'breach of this law will constitute an illegal and prohibited purpose and trespass as defined in the Lubicon Lake Nation Trespass Law 0,5. Such a breach will. result in enforcement pursuant to The Law of the Lubicon Lake Indian- Nation Respecting Use ofits Traditional Territory (ss. 9, 11, and 20) and to the enforcement mechanism recorded in the Lubicon.Lake Nation D'e,spas,s Law, (ss. 6-10). In all oases,the strictest standard. of enforcement.of .the Lubicon Lake Nation laws will be applied. NOW THEREFORE,RE IT RESOLVED: THIS ORDER TS HEREBY .made and approved at a duly convened meeting ofthe Laken Lake Nation Chief and. Council this p day ofNovember,2013. XterWa4 Eldora' Council Member Chief Berl Eird Ominayak Cou for Aiphon e 0 Elders' Council Member
Mot Bryan Laboucan
`r Dwight G
,ouncillfir Larry Oininaye
e. CYw.ight jordie Sawan
THIS IS EA.711B.17" " referred to in the Affic.t'cAnt of
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C0111131it.)11, :l. for Oaths in dnd for thu Pi ocii:ve of Aroma
ROBERT \MOOD .11areister and Solicitor
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PennWest: Go Frack Yourselves!
Over the last 3 years the r5overnn,entrsfthe tututor Lake Nation led hyChlef Orninayek and his Couhrif have increasingly pressured pit and as giant FennWest.Petroleurri Ltdtoaccountfm- their acikelylir' . 7SE:PlArr) Lubican lake Natron ierrEtwy which has neyerheen Ceded iiD airy Governmentfar development by theitatiPn. Thefollowing Issues bairn been repeatealy- raisedfpianweisinte ZI10: . . . . Wlretarethepotentialeffectsof a .fraddng exploration to the PennitOest s health,safety end environment Of the Aeon people? tut .soperatharis Why.heve PeenWesif continually caused an increase ln taxis ei75oereas" PennWest development areas and products? a . Why Won't PennWest provide a their Multi-year and detefied-UUtilue af .deyelopmeist pleas with qoarteriy ..grate dates of expected develOpnle .a Whatmeasures will'PennWesttake ha mitigate the destruction of Lulalcon U-adlitOrfai Income,sjds astrapping? ifthe Lehiton have never ceded authbritywCanacia, why'-'PermWest .
kV/
Operation Frack Off!/ PennWest Trespass Against Lubicon
1e1 1.7.!;' if; 7 allowing thern to dictate whether the LU1SICOis tee eriiented to these developments?
Lottton Lake Nebula
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none,78e-62S-3945 Pau. tea-u25-3939 Info@tahkouLakettarior-= Never Let Ota-Land Die rrz ' , . ., 5%4 ,. -1-:. 77 ' -k4^.
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Lubicon Lake Nation Takes A Stand

On November le,201311 became dearthat PennWest Explorrdon had no respect tot the authority,autonomy and sovereignty of the Lubicon take Nation or its Government.
Who Vitg Are.

Ci_ens found a PennWest carraadzo clearing two leases for a driiiing and frackIng .. . . pecipiesimile*an ourIrd199!!!pla protect the territory, the land end all OM ottillpanti. Our historYbegaiiiong before colonial Intrusion amt operations within Lithium lake flatly!: isni without =nerd or even dear notice. We have been mi aurTiadltlanair% siaa Brice begat Our families rated peaceably lease and gapped their operations. PennWest contacted Ctief Ornir.ayas arsi agreed to stand down operations tunii a meeting too place to resolve the issues. On November 20. 203.3 PennWest regatted their operations without any meeting cr nodce. We have ahVays heerise0-detertnlninliutfth tt Mtge degree . wererepresented in the governance end svOintiCand dedsionTra t ats Nation. AN youth held and hold Mipartant roleski. tens OarthiPateeilitilieegatitirian af our cideconortri,provicang ecionamIcstilliMiY and shared wealth.Our lawsWere and are rived fave cur citizens knew and understood thetaws end lepl orders as . they were taught to every either+.frani birth until death. Tirane this process wepme to know the respansibdity for ate Vend and cur Sovereign retatinnship withantl dblIgathin t atm.terrItory. AD of oar actions then and now are grounded in the shard understanding that as original peoples living In our original territory we areimbued responsibilities to cur'rrkery. Sovereign together, sornutlinei iatiiertrig In eeiebrathat mourning, orti pariklpite in Otheradhional econerny. Our*pie were ddlissourbncrwas. abundant. WetraveledthetrhdeofCtNdt somettrneleiningwithotherka In and wines homes. , On November 19,2033 Lubicon Lake Nat-an atirens attended the PermWest proposed
Untecte41 g Tratlicirrall Tareita

tl
Rapeseed
aFam*al atitanorny. Oth
On November 21. 2013 the Government of the Lubicon Lake Kaden issued a Trespass Notice and Order to vate m accastance with the Government of the Lubleon take Nader+ Trespass La.20.22,11. On November 22. 2013 Pennwest directed a letter to Chief Orrimayak refusing too:imply with the order.
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ROBERT D. WOOD
Barisfer and Solbitcy
i t
SEE ACCESS ROAD PLAN

Corner Elevations N.W.= 758.7 N.E.= 757,9 S.W.= 761.4 S.E.= 757.2 I I
SHEET 1 of7
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Daishowa-Marubeni International Ltd. TPA 66 Walter Whitehead
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SEE HORIZONTAL DRILL DETAIL Plan Showing LIDAR Survey of
PAD SITE PLAN

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PENN WEST HZ SAWN LK 3-24-91-13 PENN WEST HZ SAWN LK 4-24-91-13

Pad Site(MSL 110673)and Access Road (LOC 110648)
from a Surface Location in
Plan Information Is based on War Data collected by Airborne Imaging Ino.(June & August 2008 Pro/clots 1158 & 1174). As-Built SurveY to Follow. NORTHERN SUNRISE COUNTY HECTARES ACRES AREAS: I, Michael A Stewart, Alberta Land Surveyor, solemnly declare that Pad Site 1.885 4.66 Access Road 3.503 8.66 1. the survey represented by this plan was made under my personal supervision, Total 5.388 13.32 2 the survey was made in accordance with good surveying Prectices and In accordance Unless Indicated otherwise, Bearings and Coordinates are based with the provisions of the Surveys Act, on the NAD 83(Original) datum, UTM Grid projection referred to the Central Meridian 117' W.(Zone 11)and were derived by G.N.S.S. 3. the survey was performed on the date of January 4th, 2011, and that this plan is true and correct, and is prepared In accordance with the Combined Scale factor used = 0.999527 Act, the Public Lands provisions of Datum: ASCM 865600, Elev. 488.120(Geoid HT 2.0) 4. and make this solemn declaration conscientiously believing it to be true and knowing To convert UTM Bearings to Bearings referred to the and e ect as if made under oath. Central Meridian cite Twp.add 0'49'35" that it is of the sa or,VEY00 OPERATOR:
L.S.3 & 4 Sec.25 Twp.91
Rge.13 W.5 M.
03 40" N Alberta nd Surveyor Declared before me at the City of Edmonton in the Province of Alberta th' 22nd day of May,2013
PENN WEST PETROLEUM LTD.
7. i_ ce w in .._i
4.
P064
Altus Geomatics Limited Partnership Land Flle No: 10-20632 May 7, 2013 SZ BL Mar. 23, 2012 WL GS Feb. 23,2011 BC-DS gatakTga KERMAIGN Job No,: 135239-E AFE No: A11370267
Leslie Hopkins - Exp. Nov,2, 2014 A Commissioner for Oaths in and for the Province of Alberta. Toll Free: 1-800-485-8233 www.altusgeomatice corn
3 2 0
ram
Altus Geomatles
Updated Plan Updated Plan Issued auvtagf4st.ii File: 135239W-R3 Client File No: 85766/85758
SHEET 3 of7
PennWest Exploration
/8 i; FMA 0900044 Daishowa-Marubenl International Ltd. TFA 123528 (Expired) Penn West Petroleum Ltd. TFA 126592 Penn West Petroleum Ltd. TPA 66 Walter Whitehead 1/ ; 8 fl ma 91 - 13 - 6
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Penn Weal 4-36 Pad Site MSL 100913
FMA.0900044 Dalshowa-Marubenl International Ltd. TFA 116795 (Expired) Penn West Petroleum Ltd. TFA 123528 (Expired) Penn West Petroleum Ltd. TFA 132009 Penn West Petroleum Ltd. TPA 66 Walter Whitehead A
rr
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ACCESS ROAD PLAN id 2d0 ado ado 504 m

SCALE - 1:10,000
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PAD SITE 3-25-91-13-W5 File: 135239W-R3 Job No,: 135239-E Client File No: 85756/85758 AFE No: A11370287
TiliS IS EXHIBIT "
!I
eferred to in the Affidavit of , -14 \
ckv
tic ( k)ado
II A D 20
itivdrn befor the this ay of
A Commissioner for Oaths he Province of Alberta
D.WOOD ~T D oBER Eiarrister and Solicitor
November 26, 2013 For Immediate Release
Lubicon Lake Nation Tells Penn West Petroleum to Frack Offl: Peaceful Occupation of Penn West Petroleum Site Begins
Little Buffalo, AB/ The Lubicon Lake Nation people have been driven to enforce their Law against PENN WEST PETROLEUM LTD.(TSX: PWT);(NYSE: PWE)today on an oil lease site located in their Territory by peacefully occupying a nearby access road, The oil and gas giant Penn West has indicated they intend to. drill and use hydraulic fracturing at the location. The site is at the headwaters of a nearby lake, bordered by the traditional Lubicon community of Kinosew Sakahikan referred to provincially as Haig Lake. Long-time Chief Bernard Ominayak said this evening: "We have never signed treaty, ceded our land, nor sold it to anybody, It's high time that all-resource companies operating on Lubicon Lake Nation lands, including Penn West, as well as the Provincial and Canadian governments respect that and stop destroying Lubicon land and stealing Lubicon resources." The Lubicon Lake Nation has not signed treaty with the Crown or any other foreign body at any time. As such, they remain the sole title holders and retain the Aboriginal rights to their land and resources and do not recognize the authority of the Province to issue any type of permits to Industry for the exploitation of Lubicon land. The Government of the Lubicon Lake Nation requires industry to obtain the free, prior and informed consent from the Nation prior to any environmentally harmful project moving forward. This hasn't happened in this case according to Chief Ominayak, Penn West has been repeatedly informed by the Nation that no foreign government, including any Canadian endorsed, illegal, Indlan Act formed government, will represent the Lubicon Lake Nation with regards to their lands. On November 18, 2013, a group of Lubicon Lake Nation people visited the Penn West jobsite to inquire about the presence of equipment and large number of Penn West personnel on location, as the Lubicon Lake Nation was not properly consulted and has not given their consent to Penn West, Initially, Penn West agreed to halt the work and attend a meeting on November 20, 2013, The following day the company called to cancel the meeting and restarted their illegal operations. As a result, the Government of Lubicon Lake Nation passed a Council Resolution and Order indicating that Penn West was trespassing on Lubicon land and had to vacate the territory immediately, This Order was issued in accordance with two Lubicon statutes that had been passed by the Government of the Lubicon Lake Nation in 1988 and 2012. The Government of the Lubicon Lake Nation is enforcing these laws as they would any other and expect the RCMP to join them to do the same. Following receipt of the Orders, on November 25, 2013, Penn West representatives met at the Lubicon Lake Nation Administration Office with Chief Ominayak, Council, Elders' Council representatives and a group of Lubicon Lake Nation citizens. Penn West refused to address the issues and presented a hardline position: They would not engage with the Lubicon Lake Nation government nor would they cease their operations. Lubicon citizens and representatives . 780)629.3939:Da P.0.Box 67,31,. (78.0 629.3945"Eu ( WWW,LU5 00NM ANZran ,NA rkt .AB
outlined yet again that they were being forced into third world living conditions, only to watch while oil and gas companies like Penn West extract billions of dollars in oil and gas from their lands. Forced into this difficult position, the people of the Lubicon Lake Nation have travelled one hour deep into their territory and indicate that they intend to remain at the location until Penn West ceases operations and takes their requests seriously, as Penn West's development is having real consequences on their health, wellbeing and lands of the Lubicon Lake Nation, including the air, water, soils and animal habitats. For More Information Contact: Councillor Dwight Gladue Lubicon Lake Nation P.O. Box 6731 Stn. Main Peace River, AB T8S 1S3 (780) 625-4208 Direct (780) 629-3939 Fax admin@LubiconLakeNation.ca www.LubiconLakeNation,ca -30-
Twitter / LubiconNation: #Lubicon build shelter across ,,,
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THIS 15EXHIBIT " f veferred to in the Affidavit of
Is
hc()\lacis.
Swo
do of efore e this C I A D. 20ri
A Commissior rf z ero Oaths _u f in and fin .the erta \NO ROBERT D
earater and
SoWitor
1
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THIS IS EXII1131T referred to fl the ./07U' Ll Vit Of
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ROBERT D.WOO Barrister and Solicitor
TI1i.S J"EX_1111.3!is- ' 1_ refetnd iv in th; 4. 6a,i,n2ii
_Liscuw,04-01.L.
me this 20
Michelle McQuade General Manager, Health, Safety, Environment and Regulatory Penn West Petroleum Ltd. Suite 200, Penn West Plaza, 207-9th Avenue SW Calgary, AB,T2P 1K3 Dear Michelle et al:
FIOPERT D.WOOD
Solicitor Darn:ter and
As the federally and provincially recognized authority and governance, the Lubicon Lake Band Chief and Council do hereby authorize any action to be deemed appropriate so as to prevent and to desist any illegal work stoppage by Mr. Bernard Ominiyak or anyone under his direction. The two areas where active work is being jeopardized is in the Sawn Field in the specific location 14-25091-13W5, and in the Otter Field with the specific location of 14-11-088-12W5. We also approve that the Royal Canadian Mounted Police to tale any action regarding Mr. Bernard Ominiyak, a Lubicon member or any others, who may act as the Chief and Council in their attempts for work stoppage and illegal blockades. Thank you for your cooperation. Sincerely Chief Billy Joe Laboucan Councillor Mike Ominiyak Councillor Brian Laboucan
76-y. /I, 21 t?
Cc, RCMP Cpl. C. J. Blize, Watch Commander, email: corey.j.blize@rcmp-grc.gc.ca
LUBICON LAKE BAND J-463
BOX 1351
ST. ISIDORE, AB TON 3E30
December 2, 2013 For Immediate Release
Lubicon Lake Nation Sues PennWest Petroleum Ltd.(TSX: PWT); (NYSE: PWE)for Trespass and Destruction of Traditional Lands
Little Buffalo, AB/ The Government of the Lubicon Lake Nation has filed a lawsuit against oil and gas giant PENN WEST PETROLEUM LTD,(TSX: PWT);(NYSE: PWE)late Friday following a week of protest and enforcement of a trespass related eviction order by the Lubicon Lake Nation people at a Penn West site, The assembly has been dubbed: Operation "FrackOff: the Penn West Eviction, and began on Tuesday November 26. "The Lubicon people have sent a message loud and clear by assembling at the Penn West location to enforce our laws, now it's up to us as their government to support them in every way we can." Chief Bernard Ominayak said from his office this morning. The statement of claim argues that because the Government of Canada did not enter into Treaty with the Lubicon as required by Canadian law prior to developing oil and gas on Lubicon lands, the leases issued to Penn West by the province of Alberta are null and void. It goes further, stating that the development has caused irreparable harm to the Lubicon way of life, including hunting, fishing, trapping, their ability to travel in their lands, as well as their ability to use ground water and gather plants for medicines, The statement of claim indicates that Penn West has acted in "bad faith" in their dealings with the Lubicon Lake Nation and that the Lubicon are entitled to an immediate injunction restraining any further work from continuing until the issues are resolved. As for the people assembled at the Penn West site, despite heavy winter storms and below freezing temperatures, they have unanimously indicated that they won't be leaving until the company and the province agrees to respect the jurisdiction of the Government of the Lubicon Lake Nation over their lands. For More Information Contact: Councillor Dwight Gladue Lubicon Lake Nation P.O. Box 6731 Stn. Main Peace River, AB T8S 1S3 (780) 625-4208 Direct (780) 629-3939 Fax adminLubiconLakeNation,ca www.LubiconLakeNation.ca Twitter: (LublconNation -30THIS IS EXHIBIT " referred to in the Affidavit of k\CVAR_k \ kC 1ICACUZ.
Swote -bar= nie this ' (\\c' A D 20a.
A Commissioner for Oulu in and fin- the Provir.;:e of Alberta
WOD ,ErAT D.Solicitor ROE

ulster aLld
C7,90
P945'111, OW)629-3939 Tifix

W'GrW.LUB CO
(... Box 6731 Ploko:G R.rsmn,AB T'8$ 1.S.5

MAENATIO t M

Affidavit of Michelle McQuade, Action No. 1301-14668, Filed Dec 12, 2013...

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Affidavit of Michelle McQuade, Action No. 1301-14668, Filed Dec 12, 2013...

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FORM 49 [RULE 13.

CLERK'S STAMP CLE.Fik OF THE COU ft FILED

p.rf..COURT FILE NUMBER COURT JUDICIAL CENTRE PLAINTIFF(S) DEFENDANT(S)

JUDICIAL OUNTRE CAL., 1 .iiHY

ErtriBook, RPF Forest Officer Lands Division Peace Area

THIS IS EXHIBIT " A referred to in the Affidavit of

A,D, 20 A Commissioner for Oaths in ancffor the Province of Alberta

Lands Division Sustainable Resource Development ronstom

Record of Consultation Log

Lands(proponent -led consultation)FNCitPCE201113031

Project Proponent:PENN WESTPt...MOLE -GM LTD.

Feb 18, ,N/A 2011

Feb 22, 2011

Feb 22, 2011

Feb 22, aril 3. fpm NIA N/A

Feb 22, 2011

Feb 25, 2011 WA NIA WA

March 1, 2011 NIA WA N/A . WA WA WA

March 10, 2011

March 10, 2011

Submitto SRD for adequacy_

Lands Division Sustainable Resource Development

Short Term Licence of Occupation

II Vkl '~frister and Solicitor

Lands Division Suatalnablo Resource Development

Short Term Licence of Occupation

D1soosition No: loo110648

Lando Division Sustainable Resource Dovoiopment

Short Term Licence of Occupation

CANCELLATION OR EXPIRY OR ISSUANCE O'A REPLACEMENT 14.

Dist:081:10n No: 100110648

Lands Division Sustainable Resource Development

Short Terra Licence of Occupation

DIssoaltion No: loc110648

Lands Division Sustainable Resource Development

Short Tenn Licence of Occupation

MoosItIon No: loci 10648

Lands Division Sustainable Resource Development

Short Term Licence of Occupation

Disposition No: 100110648

Lands Division Suetalnable Resouroe Development

' Short Term Licence of Occupation

SCHEDULE A Administrative Conditions

Disposition No: 100110648

Lands Division Sustainable Resource Development

Short Term Licence of Occupation

SCHEDULE 13 Provincial Approval Standards and Operating Conditions Approval Standards

Disposition No: loo110643

Lands Division Sustalnubis Resource Development

Short Term Licence of Occupation

Provincial Approval Standards and Operating Conditions

Provincial Grazing Reserves(PGR)

100,6,2. 100,63, 100,6.4.

Disoosition No: loo110648

Lands Division Sustainable Resource Development

Short Term Licence of Occupation

SCIIEDULE B Provincial Approval Standards and Operating Conditions

Rocky Mountains Forest Reserve

Lands Division Sustainable Resource Development

Short Term Licence of Occupation

Provincial Approval Standards and Operating Conditions

Disposition No: 100110648

Lands division Sustainable Resource Development

Short Term Licence of Occupation