Strachan Participation and Farmout Agreement made as of September 23, 2005
▇▇▇▇▇▇▇▇
Participation and Farmout Agreement
made
as
of September 23, 2005
Between:
ODIN
CAPITAL
Inc.,
a
body
corporate having an office at Calgary, Alberta ("Farmor")
-
and -
Delta
Oil and
Gas Inc.,
a body
corporate having an office at Vancouver , B.C. ("Farmee")
Whereas
Farmor
has the right to participate in a ▇▇▇▇▇ formation test well located in ▇▇▇▇▇▇▇
▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ of the 5th
Meridian
("Section
9");
and
Whereas
Farmee
wishes to participate for four percent (4.000%) share of the costs of drilling
a
test well into the ▇▇▇▇▇ formation under Section 9; and
Now
Therefore In Consideration
of the
premises hereto and the mutual covenants and agreements herein set forth,
This
Agreement Witnesseth:
Definitions
1.1 In
this
Agreement the words and phrases which are defined terms in the Farmout Procedure
shall, provided that they are not inconsistent with the definitions set forth
in
this Agreement, have the meanings ascribed to them in the Farmout Procedure
and,
in addition thereto, the following words and phrases shall have the meanings
hereinafter ascribed to them:
"Area
of Mutual Interest"
means
section 8-38-9-W5M.
"Contract
Depth"
means a
depth sufficient to penetrate thirty (30) meters into the ▇▇▇▇▇ formation or
a
depth of Four Thousand and fifty (4,050) meters subsurface, whichever shall
be
the lesser.
"Earning
Well"
means
the well to be drilled at 14 of 9-38-9-W5M.
"Farmin
Interest"
means
four percent (4.000%) farmin cost interest
Farmee has agreed to pay with respect to the drilling of the Earning
Well.
"Farmout
Lands"
means
the lands and leases more particularly described in Schedule "A" attached
hereto.
"Farmout
Procedure"
means
those portions of the 1997 CAPL Farmout and Royalty Procedure which are adopted
by this Agreement, the elections for which are more particularly set forth
in
Schedule "B" attached hereto.
"Operating
Procedure"
means a
standard 1990 CAPL operating procedure and 1988 PASWC Accounting Procedure
encompassing the rates and elections set forth in the attached Schedule “D”.
"▇▇▇▇▇▇▇▇
AFE"
means
the authority for expenditure generated by Farmor with respect to the drilling
of the Earning Well, a copy of which is attached as Schedule "C".
1.2 The
following Schedules are attached to and incorporated as part of this
Agreement:
Schedule
"A" - Farmout
Lands
Schedule
"B" - Elections
for Farmout Procedure
Schedule
"C" - ▇▇▇▇▇▇▇▇
AFE
Schedule
“D” - Elections
for Operating Procedure
1.3 In
the
event of a conflict between a provision or term of the Agreement and a provision
or term of the Operating Procedure or a provision or term of a Schedule, the
provision or term of this Agreement shall prevail.
ARTICLE
2
Application
of Farmout Procedure
2.1 The
following provisions of the Farmout Procedure shall apply:
Clauses
1.01 Definitions and 1.02 Incorporation of Provisions from 1990 CAPL Operating
Procedure;
Article
2.00 - Title and Encumbrances;
Article
5.00 - Overriding Royalty;
Article
6.00 - Conversion of Overriding Royalty;
Article
8.00 - Area of Mutual Interest;
Article
11.00 - Land Maintenance Costs;
Article
12.00 - Assignment;
Article
15.00 - Dispute Resolution; and
Article
16.00 - Goods and Services Taxes.
2
ARTICLE
3
Farmout
Provisions
3.1 The
Farmor anticipates that the Earning Well will be Spudded on or before October
15, 2005 The parties hereto acknowledge that the operator of the Earning Well
is
Rosetta Exploration Inc. (hereinafter referred to as the
“Operator”).
3.2 The
Farmee acknowledges receipt of a copy of the ▇▇▇▇▇▇▇▇ AFE and approves the
drilling and casing or Abandonment of the Earning Well based upon the ▇▇▇▇▇▇▇▇
AFE. The Farmee agrees to participate and pay for its Farmin Interest share
of
the costs of drilling the Earning Well to Contract Depth and, subject to the
provisions herein set forth, its Farmin Interest share of the costs of the
Completion, Capping or Abandonment of the Earning Well. The Farmee shall,
provided that it elects to participate in the Completion and Equipping of the
Earning Well, be responsible to pay its Farmin Interest share of all subsequent
authorities for expenditure and costs which relate to the Completion and
Equipping of the Earning Well. The Operator has arranged blow out insurance
with
respect to the Earning Well and has included the Farmor and Farmee in the
coverage. The cost of the blow out insurance is in addition to the costs shown
on the ▇▇▇▇▇▇▇▇ AFE and the Farmee agrees to pay its Farmin Interest share
of
such costs. Farmee will pay a cash call advance to Farmor of one hundred and
ten
percent (110%) of its Farmin Interest share of the costs shown on the ▇▇▇▇▇▇▇▇
AFE as well as the estimated costs of the blowout insurance, both of which
are
to be received by Farmor six (6) days before the drilling rig begins to move.
The anticipated commencement date for the drilling rig to move is October
1, 2005.
The
Farmor will immediately advise the Farmee of any change in the date. If payment
of the cash call is not received by the Farmor within the time set forth above
then, at the Farmor’s option, this Agreement will be terminated and of no force
and effect.
3.3 The
Farmor shall provide notice to the Farmee with respect to the Spudding of the
Earning Well.
3.4 If
the
Earning Well has been drilled to Contract Depth and if Petroleum Substances
are
not reasonably anticipated to be present in Paying Quantities from any zone
in
the Earning Well, the Farmor shall promptly comply with the provisions of
Article 4.
3.5 If
the Earning Well has been drilled to Contract Depth and if Petroleum Substances
from any zone in the Earning Well are reasonably anticipated to be present
in
Paying Quantities, the Farmor will advise the Operator of the Farmor and
Farmee’s desire to set production casing and participate in Production Tests.
However, if those Petroleum Substances are composed predominantly of natural
gas
and the Operator intends to Cap the well and to delay those Production Tests,
the Farmor must give notice to the Farmee of that intention and the reasons
for
that proposed delay upon receipt of same from the Operator. Unless the Farmee
reasonably objects to that proposed delay within three (3) days of the receipt
of that notice, the Farmor may advise the Operator that it may Cap the Earning
Well, in which case the Operator will conduct those tests on or before the
later
of the second (2nd) anniversary date of the Earning Well drilling rig release
or
as soon as practicable after an economic market for the affected Petroleum
Substances becomes available, provided that any dispute respecting the
reasonableness of the
3
Farmee's
objection to that proposed delay or the availability of an economic market
will
be resolved pursuant to Article 15 of the Farmout Procedure. If the Operator
has
not conducted those Production Tests within two (2) years of the drilling
rig
release of the Earning Well, the Operator will, at the end of that year and
every two (2) years thereafter until the Operator has conducted those tests,
give notice to the Farmee of an intention to delay further the conduct of
the
Production Tests and the reasons for that proposed delay, in which case the
preceding sentence will apply mutatis mutandis to each such notice.
When the Operator has conducted those Production Tests, the Operator will
Complete or Abandon the Earning Well as soon as practicable.
3.6 If
the
Operator encounters mechanical difficulties or impenetrable formations that,
in
the Operator's reasonable opinion, make further drilling of the Earning Well
impractical prior to attaining the Contract Depth, the Operator will immediately
give notice to the Farmor of those circumstances and the Operator's intention
to
Abandon the Earning Well. The Farmor shall immediately provide such notice
to
the Farmee. The Operator will Abandon that well subject to Article 4, provided
that the first sentence of Clause 4.1 will not apply if the Farmor and Farmee
earn an interest in the Farmout Lands by virtue of a substitute well. If the
Operator elects to Spud a substitute Earning Well on the Farmout Lands it shall
provide notice of its intention, which notice shall include a description of
the
proposed location, the proposed date of Spudding, and an updated authority
for
expenditure with respect to the costs of drilling and setting of casing or
abandonment of the Earning Well. This notice will be immediately provided to
the
Farmee by the Farmor. The Farmee shall have fifteen (15) days from receipt
of
the Operator's notice to drill the substitute well to elect whether or not
it
wishes to participate in the substitute well as to its Farmin Interest. If
it
does not advise the Farmor that it elects to participate within fifteen (15)
days of the receipt of the notice of drilling the substitute well then it will
be deemed to have elected not to participate in the substitute well and no
earning shall have occurred and this Agreement shall be terminated and of no
force and effect. If it elects to participate all rights and obligations
applicable to the Earning Well will apply in the same manner to the substitute
well.
3.7 If
the
Earning Well has been drilled to Contract Depth and Completed, Capped or
Abandoned and the Farmee is not in default of any of its obligations with
respect to the Earning Well, it will have earned:
(a )
in
the
Spacing Unit for the Earning Well:
i)
a
2.000%
interest in the petroleum and natural gas below the base of the Mannville
excluding natural gas in the ▇▇▇▇▇ formation; and
ii)
a
4.000%
interest in the natural gas in the ▇▇▇▇▇ formation before payout subject to
payment of the Overriding Royalty which is convertible upon payout at royalty
owners option to 50% of the Farmee’s Interest; and
(b)
a
1.600%
interest
in the rights below the base of the ▇▇▇▇▇▇ formation in Section 10, Township
38,
Range 9W5M.
4
(c)
a
1.289%
interest in the rights below the base of the ▇▇▇▇▇▇ formation in Sections 15
and
16, Township 38, Range 9W5M. down to the base of the deepest formation
penetrated.
The
Operator shall pay all royalties with respect to the Farmin Interest which
attach to the interest earned by the Farmee on the Spacing Unit for the Earning
Well as shown in Schedule "A" hereto.
3.8 If
the
Earning Well is Capped and the Farmee participates in the Capping then the
Farmee shall pay its Farmin Interest share of all costs and expenses required
to
finish Completing or Abandoning the well.
3.9 If
the
Farmee participates in the completion of the Earning Well then the Farmee shall
also pay its Farmin Interest share of the costs and expenses to Equip the
Earning Well to place the well on production.
3.10 If
transportation, compression, processing or other facilities are required to
produce Petroleum Substances from the Earning Well,
then,
after consultation with the Farmee, the Farmor shall provide to the Farmee
an
authority for expenditure and a cash call with respect to its Farmin Interest.
If the Farmee does not pay a cash call in full at least ten (10) days prior
to
the start of construction operations relating to the operation set forth in
the
applicable authority for expenditure, Farmee will be deemed to have elected
to
not participate in the operation described in the authority for expenditure.
If
the Farmee elects or is deemed to have elected not to participate in the
construction of a facility, then the owner of the facility will charge the
Farmee a fee for the use of the facility.
3.11 Prior
to
December 31, 2006 no party shall be entitled to propose any independent
operation pursuant to Article X of under the Operating Procedure which applies
between the parties with respect to any of the Farmout Lands in which the Farmee
has earned an interest ("Joint
Lands").
Provided however that if, after consultation with the other party, one but
not
both parties wishes to drill a well ("Drilling
Party")
on the
Joint Lands, then it shall provide a written notice ("Drilling
Notice")
to the
other party ("Receiving
Party")
which
shall set forth:
the
location and target depth of the well,
the
estimated costs to drill and case or Abandon the well,
the
anticipated Spud date for the well, and
a
copy of
the proposed drilling and completion program for the well.
The
Receiving Party shall have twenty (20) days after receipt of the Drilling Notice
to advise the Drilling Party whether or not it wishes to participate in the
drilling of the well. Failure to advise the Drilling Party of its election
within the twenty (20) day period will be deemed to be an election not to
participate in the well. If the Receiving Party elects or is deemed to have
elected not to participate, then the Receiving Party will be deemed to have
farmed out its interest to the Drilling Party and the Drilling Party will upon
the drilling of the well at the location and to the depth set forth in the
Drilling Notice have earned one hundred percent (100%) of the
Receiving
5
Party's
interest in the drilling Spacing Unit for the well subject to the reservation
of
the Overriding Royalty. If the well is not spudded within ninety (90) days
of
the receipt of the Drilling Notice by the Receiving Party, then the well shall
not be spudded unless another Drilling Notice is delivered to the Receiving
Party.
3.12 The
parties acknowledge that the Farmor has also executed a Farmout and
Participation Agreement with the Operator relating to the Farmout Lands. The
parties further acknowledge that the Operator has entered into a joint venture
and farmout agreements with third party entities ("Third Party Entities")
whereby Third Party Entities have agreed to participate in the drilling of
the
Earning Well and accordingly the Farmor and the Operator are obligated to
provide notice to Third Party Entities if it wishes to set casing in the well
and conduct Production Tests or if it wishes to Abandon the Earning Well. If
the
Operator wants to Abandon the Earning Well but any or all of Farmor, Farmee,
and
Third Party Entities wish to take over the Earning Well then each of the Farmor,
Farmee, and the Third Party Entities shall be entitled to acquire the interest
owned by the Operator in the Earning Well which shall be shared proportionally
between or among the Third Party Entities who elect to take over the well,
on
the basis that their participating interests relate to one another.
3.13 If
the
Operator decides to Abandon the Earning Well and none of the Farmor, Farmee
or
Third Party Entities elect to take over the Earning Well, then the well will
be
Abandoned and the Farmee shall pay its Farmin Interest share of the Abandonment
costs.
3.14 The
Area
of Mutual Interest will apply until December 31, 2007, the provisions of Article
8 in the Farmout Procedure shall apply and the Farmee shall be entitled to
participate in the Area of Mutual Interest as to an undivided 2.464% interest.
If the Farmee does not earn an interest in the Farmout Lands then the Area
of
Mutual Interest will terminate as of the date that the Farmee's right to earn
an
interest terminates.
3.15 In
the
event that the Operator serves a supplemental Authorization for Expenditure
covering cost overruns on the Earning Well, the supplemental AFE shall be
immediately forwarded to the Farmee with a cash call. If payment of the cash
call is not received in full by the Farmor on or within twenty (20) days from
receipt by Farmee, the Farmee shall be deemed to have elected to not participate
in the operation and any interest to be earned or rights granted hereunder
shall
be forfeited and this Agreement shall be terminated and of no force and
effect.
ARTICLE
4
Abandonment
of ▇▇▇▇▇
4.1 If
the
Earning Well has been drilled to Contract Depth, but the Earning Well is not
Completed and no Operating Agreement applies between the Farmor and the Farmee
with respect to the Earning Well, the Farmor shall give notice to the Farmee
if
the Farmor intends to Abandon that Earning Well. If, within twelve (12) hours
following the Farmee's receipt of that notice and information from the Farmor
when a rig is located on the wellsite, or within ten (10) days of the Farmee's
receipt of that notice and information in any other case:
(a) the
Farmee fails to reply to the Farmor or gives notice to the Farmor that it
consents to the Abandonment of that well, the Farmor will
promptly advise the
6
Operator
to abandon the
wellbore of that well and conduct its reclamation work in a timely
manner;
(b)
the
Farmee gives notice to the Farmor that it wishes to take over that well, the
Farmor will, effective as of the date of the Farmee's election to take over
that
well and subject to the provisions of Clause 3.12 of this Agreement, assign
that
well (including the material equipment and surface access rights relating solely
thereto that the Farmee wishes to use) to the Farmee, without warranty. The
Farmor will be released from all obligations and liabilities accruing for the
property assigned to the Farmee pursuant to this Clause following that
assignment. However, that assignment will not release the Farmor from any
liability that may have accrued to it prior to that assignment.
4.2 If
the
Farmee takes over a well pursuant to this Article, the Farmee will Complete
or
Abandon the well at its own cost and expense and it will save harmless the
Farmor from all costs and expenses relating to the Abandonment of the
Well.
4.3 If
the
Farmee successfully Completes the well in a zone originally contained in the
Farmout Lands, the Farmor will assign to the Farmee, without warranty, the
Farmor's Working Interest in the Spacing Unit for that well in only the zone(s)
Completed by the Farmee and the Petroleum Substances therein, effective as
of
the date of the Farmee's election to take over that well. That assignment will
not release the Farmor from any obligation that should have been performed
by it
or any liability that may have accrued to it prior to that assignment. If the
Farmee does not Complete the well in a zone originally contained in the Farmout
Lands, the Farmor will not be required to make an assignment to the Farmee
pursuant to this Clause.
4.4 From
and
after the effective date referred to in Clause 4.3, the Operating Procedure
will
apply mutatis
mutandis
to the
Farmee Parties respecting a well taken over pursuant to Clause 4.4 and the
applicable zone(s) of the Spacing Unit, provided that the Overriding Royalty
will not be payable for that well until such time as the production penalty
prescribed by the Operating Procedure for that operation is recovered or ceases
to apply. At that time, each Farmee Party that elected not to participate in
the
takeover of that well may elect to convert to a Working Interest in that well
on
the same basis as is provided in Article 6.00 of the Farmout Procedure. The
Farmee Parties will appoint one of them to be the initial Operator under the
Operating Procedure. If no Operating Procedure is included in the Agreement,
the
term "Operating Procedure" in this Clause means the standard form 1990 CAPL
Operating Procedure and as an attachment thereto the standard form 1988 PASC
Accounting Procedure, with those rates and elections as the Farmee Parties
taking over that well may negotiate at the required time.
4.5 The
provisions of this Article will apply in the same manner to any Royalty Well
on
the Royalty Lands that is not an Earning Well, subject to the following
conditions:
(a)
the
Royalty Owner only has the right to take over that Royalty Well if it then
retains a right to convert its Overriding Royalty to a Working Interest in
an
Earning Well under Article 6.00; and
7
(b)
the
Royalty Owner does not have the right to elect to take over that Royalty Well
until the Parties holding Working Interests in that well have all elected to
Abandon that well.
ARTICLE
5
Miscellaneous
5.1 This
Agreement shall, in all respects, be subject to and be interpreted, construed
and enforced in accordance with the laws in effect in the Province of Alberta.
Each party hereto irrevocably accepts and submits to the exclusive jurisdiction
of the courts of the Province of Alberta and all courts of appeal
therefrom.
5.2 Time
shall be of the essence of this Agreement.
5.3 The
address for notices of each of the parties hereto shall be as
follows:.
Farmor: Odin
Capital Inc.
▇.▇
▇▇▇ ▇▇▇▇▇
Lakeview
RPO - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
Farmee: Delta
Oil and Gas Inc.
Suite
300 - 1055 West Hastings Street
Vancouver
, B.C. V6E 2E9
Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
Any
of
the parties hereto may from time to time change its address for service herein
by giving written notice to the other parties hereto. Any notice may be served
by personal service upon a party hereto or by mailing the same by prepaid post
in a property addressed envelope addressed to the party hereto at its address
for service hereunder. Any notice given by service upon a party hereto shall
be
deemed to be given on the date of such service and any notice given by mail
shall be received by the addressee when actually received. Any notice may be
served by instantaneous electronic means to the number for notice herein set
forth. Any notice given by service upon a party and any notice given by
instantaneous electronic means shall be deemed to be given to and received
by
the addressee on the day (except Saturdays, Sundays, statutory holidays and
days
which the offices of the addressee are closed for business) of service or after
the sending thereof with appropriate answerback acknowledgment, provided it
was
sent before 2:00 p.m.; otherwise it shall be deemed to be received the next
following business day.
5.4 This
Agreement may be amended only by written instrument signed by all parties
hereto.
5.5 The
Farmor shall be entitled to transfer and assign a portion of its interest to
a
third party provided however that:
8
(a)
prior
to
earning the Farmor will only look to the Farmee for performance;
and
(b)
after
earning the Farmee may assign its interest with the consent of the Farmor which
consent will not be unreasonably withheld.
5.6 This
Agreement shall be binding upon and shall enure to the benefit of the parties
hereto and their respective successors.
IN
WITNESS WHEREOF
the
parties hereto have executed this Agreement as of the date first above
written.
ODIN
CAPITAL INC.
Per: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Delta
Oil and Gas Inc.
Per: /s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
Per:
This
is the signature page attached to and forming part of a Farmin Particiaption
Agreement dated September 23, 2005 between Odin Capital Inc. and Delta Oil
and
Gas Inc. (▇▇▇▇▇▇▇▇ Area, Alberta)
9
- -
Schedule
"A"
attached
to and forming part of the ▇▇▇▇▇▇▇▇ Participation and Farmout Agreement made
as
of September 23, 2005 between Odin Capital Inc. and Delta Oil and Gas
Inc.
Farmout
Lands
(This
Schedule consists of 2 pages, including this page)
10
FARMOUT
LANDS
|
Title
Documents
|
Lands
|
Farmee’s
Earned
WI*
and
Owned
WI
|
Encumbrances
|
|
Crown
P&NG Licence
No.
5596020176
|
Twp.
38 Rge. 9 W5M Sec 9
Natural
Gas in the ▇▇▇▇▇
|
4.000%BPO
2.000%APO
|
1)
Crown S/S
2)
3.5% NCGORR to Calgary International Energy
3)
*5.0% NCGORR to Northrock and TKE (APO only)
4)
12% ▇▇▇ to Rosetta convertible at payout
|
|
Crown
P&NG Lease
No.
0604120298
|
Twp.
38 Rge. 9 W5M ▇▇▇ ▇
▇&▇▇
below the base of the Mannville excluding natural gas in the
▇▇▇▇▇
|
2.000%
|
1)
Crown S/S
2)
3.5% NCGORR to Calgary International Energy
3)
*5.0% NCGORR to Northrock and TKE (APO only)
|
|
Crown
P&NG Licence
No.
5596020176
|
Twp.
38 Rge. 9 W5M ▇▇▇ ▇▇
▇&▇▇
below base ▇▇▇▇▇▇
|
1.600%
|
1)
Crown S/S
2)
3.5% NCGORR to Calgary International Energy
3)
*5.0% NCGORR to Northrock and TKE (APO only)
|
|
Crown
P&NG Licence
No.
5596020176
|
Twp.
38 Rge. 9 W5M ▇▇▇ ▇▇ & ▇▇
▇&▇▇
below base ▇▇▇▇▇▇
|
1.289%
|
1)
Crown S/S
2)
3.5% NCGORR to Calgary International Energy
3)
*5.0% NCGORR to Northrock and TKE (APO
only)
|
*
Contingent on Farmor earning under the Northrock Farmout Agreement.
198033\680387.v3
11
- -
Schedule
“B”
attached
to and forming part of the ▇▇▇▇▇▇▇▇ Participation and Farmout Agreement made
as
of September 23, 2005 between Odin Capital Inc. and Delta Oil and Gas
Inc.
Elections
for Farmout Procedure
(This
Schedule consists of 2 pages, including this page)
198033\680387.v3
12
-
-
1997
CAPL FARMOUT & ROYALTY PROCEDURE
ELECTION
SHEET
1. Effective
Date (Subclause 1.01(f)) -
September 23, 2005
2. Payout
(Subclause 1.01(t), if Article 6.00 applies) - Alternate
-
A
3. Incorporation
of Clauses from 1990 CAPL Operating Procedure (Clause 1.02)*
(i)
Insurance (311) Alternate
-
A
4. Article
4.00 (Option ▇▇▇▇▇) will
apply
5. Article
5.00 (Overriding Royalty) will
apply
6. Quantification
of Overriding Royalty (Subclause 5.01A, if applicable)
(i)
Crude
Oil
(a) -
Alternate
1 - 12%
(ii)
Other (b) -
Alternate
1 - 12%
7. Permitted
Deductions (Subclause 5.04B, if applicable) - Alternate
1
8.
Article
6.00 (Conversion of Overriding Royalty) will
apply
If
Article 6.00 applies, conversion will be to:
|
(a)
|
50%
of original interest
|
9. Article
8.00 (Area of Mutual Interest) will
apply
10.
Reimbursement
of Land Maintenance Costs (Clause 11.02) will
not
apply
13
- -
Schedule
“C”
attached
to and forming part of the ▇▇▇▇▇▇▇▇ Participation and Farmout Agreement made
as
of September 23, 2005 between Odin Capital Inc. and Delta Oil and Gas
Inc.
▇▇▇▇▇▇▇▇
AFE
(This
Schedule consists of 2 pages, including this page)
14
15
Schedule
“D”
attached
to and forming part of the ▇▇▇▇▇▇▇▇ Participation and Farmout Agreement made
as
of September 23, 2005 between Odin Capital Inc. and Delta Oil and Gas
Inc.
Operating
Procedure and Accounting Procedure Elections
(This
Schedule consists of 2 pages, including this page)
16
1990
C.A.P.L. OPERATING PROCEDURE
Clause
311: INSURANCE:
Alternate
A
Clause
604: MARKETING
FEE: Alternate
A
Clause
903: CASING
POINT ELECTION: Alternate
A
Clause
1007: PENALTY
WHERE INDEPENDENT WELL RESULTS IN PRODUCTION:
Development
▇▇▇▇▇ 300%
Exploratory
▇▇▇▇▇
500%
Clause
1010(a)(iv): TITLE
PRESERVING PERIOD: 180
days
Clause
2401: DISPOSITION
OF INTERESTS: Alternate
A
1988
P.A.S.C. ACCOUNTING PROCEDURE
Clause
105: OPERATING
FUND: 10%
Clause
110: APPROVALS: 2
or more totalling 65%
Clause
202(b): Not
Chargeable
Clause
203(b): Employee
Benefits: 25%
Clause
205(b): ENGINEERING
AND/OR DESIGN: Delete
in its entirety.
Clause
217 2.5%
for
tubular goods 50.8 mm and over and other items with new price over $5,000
5%
of
the
cost of all other material
Clause
302: OVERHEAD
RATES:
(A) Exploration
Project
(D)
OPERATIONS AND MAINTENANCE
|
(1)
5%
of
first
$50,000
(1)
10%
of
Cost; and
|
(2)
3%
of next
$100,000 (2)
$125 for
Producing Well per month
(3)
1%
of
excess
(B) Drilling
Well
(1) 3%
of first
$50,000
(2) 2%
of next
$100,000;
(3) 1%
Excess
(C) Construction
|
(1)
5% of
first $50,000
|
(2) 3% of
next $100,000
(3) 1%
Excess
Subclauses
302(e)(2) or 302(e)(3): shall
not.
be
adjusted
Pricing
of Joint Material Purchases, Transfers and Dispositions: $25,000
for
requiring approval
Inventories
by Operator at 5
year
intervals or upon the request of a Non Operator.