COURT FILE NUMBER

COURT

JUDICIAL CENTRE

PLAINTIFF(S)

DEFENDANT(S)

DOCUMENT

ADDRESS FOR SERVICE ANDCONTACT INFORMATION OFPARTY FILING THISDOCUMENT

FORM 49[RULE 13.19]

riv 6ttok)?

CLERK'S STAMP

CLE.Fik OF THE COU ftFILED

p.rf..- •

JUDICIAL OUNTRECAL.1,.ii•HY

COURT OF QUEEN'S BENCH OF ALBERTA

CALGARY

PENN WEST PETROLEUM LTD.

BERNARD OMINAYAK; ALPHONSEOMINAYAK; DWIGHT GLADUE; JORDIESAWAN; BRYAN LABOUCAN; LARRYOMINAYAK; and JOHN and JANE DOESNUMBERS 1 THROUGH 30

AFFIDAVIT OF MICHELLE MCQUADE

BENNETT JONES LLPBarristers and Solicitors4500, 855 — 2nd Street SWCalgary, Alberta T2P 4K7

Attention: E. Bruce Mellett/Laura M. GillTelephone No.: 403-298-3319Fax No.: 403-265-7219Client File No.: 59614-63

AFFIDAVIT OF MICHELLE MCQUADE

Sworn on December j, 2013.

I, Michelle McQuade, of the City of Calgary, in the Province of Alberta, SWEAR/AFFIRMAND SAY THAT:

1. I am the General Manager, Health, Safety, Environment and Regulatory of Penn WestPetroleum Ltd. ("Penn West"). My responsibilities in this position include relating withregulatory authorities and First Nations, and as such I have personal knowledge of thefacts and matters herein deposed to, except where stated to be based on information andbelief, in which case I believe such matters to be true.

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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 PennWest Exploration.

3. Since November 27, 2013, there has been a roadblock of an access road used by PennWest to transport crews, material and equipment to a well pad site for the drilling of twowells 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 restrainthe participants in the roadblock.

Project and Consultation Background

4. Penn West currently is pursuing operations in and around the Sawn and Haig Lake areasof Alberta and has a plan to develop a number of locations consisting of sequential andintegrated 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 andtraditional lands in the Sawn and Haig Lake areas (the "Lubicon Cree"). In developingthe 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 toproperly 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 federallyand provincially recognized "Lubicon Lake Band", headed by Chief Billy Joe Laboucan,and registered with Aboriginal Affairs and Northern Development Canada. Reference inthis 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 thatthe LLN was consulted regarding the site of the 3-25 Wells, as well as the access road tobe developed by Penn West for operating in the area. Attached as Exhibit "1" to myAffidavit is a letter dated March 10, 2011 from Alberta Sustainable Resource

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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

WSLegal\ 059614 \ 00063 \8322181v1 6

4

objections submitted by Chief Bernard Ominayak with respect to the larger Sawn LakeProgram, 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, towhich Penn West responded on September 27, 2012. Copies of this correspondence areattached 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 ("theLicenses"). Attached as Exhibits "12" and "13" to this my Affidavit are copies of theLicenses. 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 inrelation to the Sawn Lake Program, including a well located at 14-25-091-13W5M (the"Well Licenses").

18. To my knowledge, no subsequent challenge to the issuance of the Licences or the WellLicenses was made to the ERCB or by way of judicial review.

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 Canadarecognized the election of Billy Joe Laboucan as Chief of the LLB. The notice furtheradvised that all active and ongoing consultation with the LLB should be directed toWayne Auger, the consultation contact appointed by a resolution of Chief Laboucan andthe LLB dated February 21, 2013. Attached as Exhibit "15" to this my Affidavit is acopy of an email dated February 25, 2013 from Nicole Braun, Team Lead, First NationsConsultation Approvals Unit, received by Penn West.

20. Since receiving notice of Chief Laboucan's election on February 25, 2013, Penn Westhas met with Mr. Auger, the recognized consultation contact, on a number of occasions toengage in ongoing communication in respect of Penn West's proposed operations in theSawn Lake Area, including the 3-25 Wells. Attached as Exhibit "16" to my Affidavit is

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a list of First Nation Consultation Contacts issued by the Alberta Government confirmingMr. 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 toIndustry Proponents" which advises, among other things, that:

(a) The LLN is represented by Bernard Ominayak as Chief;

(b) Any attempts to undermine, ignore, or otherwise subvert the laws and customs ofthe 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 BernardOminayak'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 formalconsultations in with LLB under Chief Laboucan, Penn West has continued tocommunicate with Bernard Ominayak regarding inquiries, and has been prepared to meetwith the LLN.

23. Between November 19 and November 25, 2013, Penn West and Bernard Ominayakcommunicated, including through correspondence. Attached as Exhibit "18" to myAffidavit is a copy of Bernard Ominayak's letter of November 25, 2013, as well as PennWest'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 Chiefand 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 andrefer 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 BernardOminayak to discuss their concerns, which involved primarily Penn West's choice of

VVSLegaR059614\00063\8322181v16

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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 apamphlet entitled "Operation Frack Off! Penn West Trespass Against Lubicon", a copyof which is attached as Exhibit "21" to my Affidavit. Attached as Exhibit "22" to myAffidavit 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. On or about November 26, 2013, approximately 18 individuals blockaded a portion of theAccess 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 associated withBernard Oininayak and the Lubicon Lake Nation, and are objecting to Penn West'sactivities in the area. These activities currently involve, among other things, theconstruction of a well pad site for the 3-25 Wells, approximately one kilometre south ofthe Roadblock. Attached as Exhibit "23" to my Affidavit is a map of the area on whichI have circled the approximate location of the 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 atthe 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 inthis 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 sitesdenied.

29. Attached as Exhibit "25" to my Affidavit is a copy of a tweet entitled "#Lubicon buildshelter across @PennWestEx access! Ingenuity + tenacity = #FrackOFF" dated

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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 Westsecurity 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 CanadianMounted Police (the "RCMP"), that it is unlikely that the RCMP will be able to confirmthe identities of the participants in the Roadblock, as those involved have been coveringtheir license plates and providing either fake names or names in Cree that they refuse tospell.

32. The recognized authority for the Lubicon Lake Band, including Chief Billy JoeLaboucan, 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 November19, 2013 concerning apprehended action by Bernard Ominayak and his associates.Further, I spoke to Chief Laboucan on December 2, 2013. Chief Laboucan advised, and Ido verily believe, that he and his Council continue to oppose the Roadblock and anydisruption 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 WestEviction", 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 datedDecember 2, 2013, accessed from the LLN website on December 5, 2013.

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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 14-25-

091-13W5M (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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39. In addition, continuing roadblocks and a halt in the operations of Penn West at the SawnLake Program will cause irreparable harm and damage which cannot be readily estimatedor calculated, or compensated for any court proceeding.

40. In the event that the Court is prepared to grant interim injunctive relief to Penn West inthe circumstances, Penn West has provided an undertaking as to damages should suchdamages be subsequently awarded by this Court in favour of the Defendants.

41. I make this Affidavit in support of an application to prohibit and restrain the Defendantsand other individuals from erecting or continuing roadblocks in and around the Sawn andHaig Lake areas, and in particular on the Access Road.

SWO R AFFIRMED) BEFORE MEat Calgary, lberta, this i

of De mber, 2013.

A Commissioner for Oathsin and for the Province of Alberta

r-105EFIT D. WOOD

PrigVditanc100y/Lawyer/Student-At-Law

))))) \') MICHELLE)))))

WSLega1\059614\00063\8322181v16

Government of Alberta laSustainable Resource Development

March 10, 201)

Chris Sililt°Penn West Petroleum Ltd.207 9 Ave SW Suite 200Oa!gay, AlbertaT2P 1K3

Room 116, Provincial Building9821 Ave, Bag 90044Pasco River, Alberta 785 1T4Phone: (780) 624-6466Fs4 (780) 624.7124

PCE20110031

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 includesthe 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 thatconsultation has been deemed adequate for this project as of March 10, 2011 with the followingFirst 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 anyuse of land not identified within this letter,

Please note that consultation efforts do not conclude with this endorsement and If any Issuesarise with First Nations in respect to this project, additional efforts may be required,

Should you have any questions, please contact the undersigned at (780),-624.6452,

Regards,

ErtriBook, RPFForest OfficerLands DivisionPeace Area

Atbe,,,bcomProMata li) Croaisi. 210.1t1b Adiews,

THIS IS EXHIBIT "A 1referred to in the Affidavit of

414.1Z3cLac..

A, D, 20

A Commissioner for Oathsin ancffor the Province of Alberta

RoBEFIT,D, wOoDBai'?ist.or and Solicitor

Government of Alberta

Record of Con

sult

atio

n Log

Lands (proponent-led consultation) FNCitPCE201113031

Project Proponent: PENN WEST Pt...MOLE-GM LTD.

Lands Division

Sustainable Resource Development

ronstom

First Nation:LusicoN

LAKE NATION

Project Hanle: PROPOSt..0 PAD SITES. ASSOCIATED ACCESS AND REMOTE SUMPS LN SAWN LAKE (TIM 91

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Feb 4,

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.

N/A

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Sent Lubicon Lake Nation

initial c

onsultation letter,

• Schedule A and

consultation map via

express post_

Feb 7,

2011

N/A

••

NIA

••N/A•N/A

Sent Lubicon Lake Nation

inftial consultation letter,

Schedule A and

consultation map via email

to lubiconlakenation@

tetus_net

j•

Dc.rsabcr 1_2010

Feb 18,

2011

, N/A

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.

Feb 22,

2011

NIA

NIA

NIA

N/A

Sent Lubicon Lake Nation

follow up letter , Schedule

A and consultation map via

express post-

Feb 22,

2011

NIA

N/A

NIA

N/A

. 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 f

ull

and cant accept new

messages now.'

Feb 22,

aril

3. fpm

N/A

N/A

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N/A

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confirm

if there is another

email ackir= to send

consultation to_ No answer_

Feb 22,

2011

N/A

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N/A

NA

Seat Lubicon Lake Nation

follow up le

tter, Schedule-

A and consultation map

via fax to 780-629-30..39_

Received fax confirmation_

13=aabcr 1.2020

Feb 25,

2011

N/A

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Sent Lub

icon

Lake Nation

Final letter, schedule A

and con

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aexpress po

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adequacy_ Received fax

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_

March 1,

2011

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NIA

WA

WA

Submit to SRD for

Adequacy rev

iew_

March

10, 2011

N/A

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. WA

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spoke to

Ber

nard

Ominayak_ He con

firm

edhe did receive the pro

ject

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inni

ng of

February_ He adv

ised

he

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wit

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March

10, 2011

Submit to SRD for

adequacy_

Note: Each Record of C.on

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atio

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rst Nations ha

ve been co

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ted,

additional Record of Cons

t.df

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rz logs- mast be

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•Page 3 of3

Dco=bc 1,2

010

Government of Alberta

LICENSEE: PENN WEST PETROLEUM LTD.

Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

DISPOSITION: LOCI, 10648NUMBER

TERM; 4 yearsPURPOSE: ACCESS ROAD (OIL AND GAS ONLY)

THIS SHORT TERM LICENCE made in duplicate on the date of approval.

BETWEEN: I1ER MAJESTY THE QUEEN, in right of the Province of Alberta, as represented by theMinister of Sustainable Resource Development(the "Department")

PENN WEST PanDLEum LTD.

, (the "Licensee"),

WHEREAS:

-and-

A. The lands more particularly described in Schedule "E" and depicted in the plan number and versiondated 129716 MS, 2011.03-24 , (the "Lands") are public lands within the meaning ofthe Public Lards Act, R,,SlA, 2000, c, P-40 (the "Act");

B. 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 theLicence;

C. the Licensee requires access to the Lands for purpose specified in the Licence; and

D. the Department and the Licensee (the "Parties") have agreed that the Licensee should have access tothe Lands for the purposes of this Licence,

NOW 'I titUIEFORE the Parties hereto agree as follows:

LICENCE, TERM AND RENT:

Subject to the toms and conditions of this Licence, and in consideration of the fees, covenants,conditions and stipulations herein reserved and contained on the part of the Licensee to be paid,observed, performed and ,kept, the Province hereby licences to the Licensee the Lands for a term of4 years commencing on the date that this Licence is signed by the Department's duly authorizedrepresentative 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 rentalchargesplus an additional lump-sum consideration calculated in accordance with Schedule"N' (collectively "the oansideration") and as Compensation for other initial benefits accruing to theLicensee, The Licensee shall pay to the Department the reoceurring annual rent in advance on tileanniversary date in each and every year thereafter during the term of the Licence.

Effective: 2011-04-04 Extirv: 2015.04-03 DianositionNo: 1oa110648

THIS IS EXHIBIT " referred to in the Affidavit of

MiC.A/Ve_. Mc-a uck de,Savor before t e this

da A D. 20—7)

A Commissioner for Oathsin and for the Province, toROBERT Vkl • II

try'~frister and Solicitor

Government of Alberta Lands DivisionSuatalnablo Resource Development

Short Term Licence of Occupation

THE LXCENSEE HEREBY COVENANTS A,ND AGREES with the Department as follows:3, 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.

4, The Licensee shall pay or cause to be paid to the Department or to such other person dulyauthorized by the Department in that behalf, the consideration, annual rent and other charges herebyreserved,

5, The Licensee shall enter the Lands and perform the work including, if applicable, preparation,construction, development, operation, maintenance and abandonment and prepare and submit finalsubmissions to the Department in accordance with the time periods and the conditions set out inSchedule "A".

6, The Lands and buildings, structures and equipment erected thereon shall be used by the Licenseesolely for the purposes permitted by this Licence, the Act and the Regulations,

7, The Licensee shall not sublet, transfer or assign the Lands or any part thereof without the priorwritten consent of the Department,

8, The Licensee shall at all reasonable times permit the Department's employees and agents access tothe Lands for the purposes of inspection and to ensure compliance with the terms and conditions ofthis Lieenee, the Act, and the Regulations,

9, The Licensee shall comply with all applicable terms and conditions in Schedules "A", "B", "C","D", "E" and "P attached hereto and forming part of this Licence.

10, The Licensee shall comply with all applicable terms and conditions In the Licensee's submissiondocuments, the Upstream Oil and Gas Approval Standards for the Enhanced Approval Process, andthe Upstream 011 and Gas Operating Conditions for the Enhanced Approval Process.

1l.The Licensee shall comply with all applicable federal and provincial laws and all applicablemunicipal by-laws, and shall obtain all necessary permits, licences, authorizations and approvalsrequired 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 of the term of thisLicence as full compensation for:

a) damage to or destruction ofthe land necessarily and reasonably incurred by the Licensee inpreparing, constructing and documenting development on the Lands,

b) severance,

c) injurious affection of other lands of tho Department adjoining the land, and

Bfrootiva: 2011.04-04 Eixoirv: 2015-04-03 D1soosition No: loo110648

Government of Alberta Lando DivisionSustainable Resource Dovoiopment

Short Term Licence of Occupation

d) nuisance, inconvenience and noise caused by or arising frotn the operations ofthe Licensee onthe land.

Acceptance of the above-noted consideration does not absolve or relieve the Licensee from itsobligation to indemnify the Department against all actions, claims and demands that may arise inthe exercise or purported exercise of its duties, rights, powers and privileges granted under thisLicence, and does not absolve or relieve the Licensee from liability to remediate and reclaim theLands, The Licensee shall at all times use current and best industry practices to minimize damage,destruction, nuisance, ineonvenienee and noise in performing Its operations on the Lands.

13, The Department agrees that the Department has the right to Issue this Licence for the Lands to theLicensee, Subject to the reservations and terms and conditions contained herein, the Licensee, ifnot in default, has the right to occupy and use the Lands without interruption or disturbance fromeither the Department or any porson claiming through or under the Department,

CANCELLATION OR EXPIRY OR ISSUANCE O' A REPLACEMENT LICENCE:

14. The Department may eancel this Licence in aocordance with either sections 26 and 27 or 81 of theAot if satisfied that the Licensee has failed to comply with any of the terms or conditions set out in,or incorporated into, this Licence, whereupon all considerations, rents and charges shall be forfeitedto the Department and the Licensee shall not be entitled to any compensation for work performedon the Lands or expenditures by the Licensee made incidental to this Licence,

15. Upon cancellation or expiry of the term of this Licence, and if the Department chooses to not issue anew licence to replace it, the Licensee shall at its sole expense within a time period specified by theDepartment remove all infrastructure and reclaim the Lands to a condition satisfactory to theDepartment, If the Licensee fails to remove infrastructure and reclaim the Lands to the satisfactionof the Department, the Department may perform the work, or have the work performed, on behalf ofthe Licensee and all resulting charges and costs shall constitute a debt owed to the Crown.

16. Provided that the Licensee has satisfaotorily complied with all applicable provisions, terms andconditions of this Licence, the Act, and the Regulations, the Department may issue to the Licensee along term licence for a term of not more than 25 years,

INTERPRETATION:

17. The recitals shall form an integral part of this Licence.

18. Any reference to the Act or the Regulations shall include the Act or Regulations as subsequentlyamended or revised, or any statutes or regulations passed in substitution thereof.

19. All provisions of the Act and Regulations that expiessly or by implication relate to a Licence ofOccupation apply to this Licence and shall be read and construed as if the same had been set out andincorporated herein,

20. Where any provisions of the Ad or Regulations conflict with anything contained in this Licence,tho provisions of the Act, and then the provisions of the Regulations shall prevail over this Licence

Effective: 2011.04.04 &oh: 2015.04-03 Dist:081:10n No: 100110648

Government of Alberta Lands DivisionSustainable Resource Development

Short Terra Licence of Occupation

21. Ail subsequent approvals, tunendments or waivers Issued by a Department employee responsible forthe management of licences of 000upation on the Lands must be in writing,

22, All Appendlees and Schedules referred to and attached herein, and all subsequent approvals,amendments or waivers In writing form part of this Licence,

23, Service of a notice upon the Licensee may be given by personal service, electronic facsimile orordinary mail sent to the Licensee at the Licensee's last known facsimile number or postal addressrecorded by the Department, Any notice shall be deemed to have been effectively given on the daydelivered or sent by facsimile, or if sent by mail on the fifth day after it was mailed, It Is theLicensee's responsibility to advise the Department in writing of any change in its electronic orpostal addresses,

24, This Licence is governed by the laws of the Province of Alberta,

25. The Licensee acknowledges that terms of this Licence, Including the name of the Reolpient, may besubject to disclosure under the Freedom ofliformalion and Protection of Privacy Act, R.S,A, 2000,o, P-25, as amended, The Licensee Ittrther acknowledges that Freedom conformation andProtection of Privacy Act applies to all information and records provided by the Licensee to theCrown and to any information and records that are In the oustody or control of the Crown, and thatby submitting any information and records to the Crown, the Licensee thereby waives anyconfidentiality or privilege respecting suet] information or records unless the Licensee requests, andthe Crown agrees, that confidentiality or privilege be noted on a specific document and sets outreasonable and rational grounds for doing so.

26. This document is your authority to access the Lands. The Licensee shall retain a copy of thisLicence on the job site during all phases of nativity, including, if applicable, preparation,construction, development, maintenance and abandonment.

27, An original of this Licence is filed at the offices of Sustainable Resource Development, LandDispositions Braneh, 9915 108 Street, Edmonton, Alberta. The original will bo used as theauthority should any discrepancies arise in content of the counterparts or subsequent copies of theoriginal,

28, By originally submitting its application in which it agreed to be bound by the terms and conditionsof any resulting disposition the Licensee Is hereby deemed to have executed this Licence and ishereby bound by all terms and conditions set out in, or Incorporated into, this Licence,

Effective: 2011-04-04 Exttirv; 2015.04-03 DIssoaltion No: loc110648

Government of Alberta a Lands DivisionSustainable Resource Development

Short Tenn Licence of Occupation

SCITEDULE AAdministrative Conditions1. The Holder of the 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 of this Licence the first year rentalcharges plus an additional lump-sum oonsideration oaloulated by the Department inaccordance with the Department's processes approved by the Minister under Section 9,1 ofthe Act (colleetively "the consideration") and as compensation for other Initial benefitsaccruing to the Licensee. The Licensee shall pay to the Department the reoccurring rental onthe anniversary date in each and every year thereafter during the term of the Licence,

b) The annual rent Is payable yearly In advance in accordance to the rates established by theDepartment 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 DevelopmentLands DivisionMain Floor, Petroleum Plaza, South Tower9915. 108 StreetEdmonton, Alberta T5K 2G8

d) The Licensee shall not conduct any activity on the Lands where prior rights have been Issuedwithout the consent of the Licensee of these prior rights. A list of prior and subsistingauthorizations and dispositions (prior rights) issued on the quarter sections included in thisauthority 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 net lye dispositions, and individual activity plans can bepurchased 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 beenissued on the quarter seetions inoluded in this authority, at least TEN DAYS PRIOR TOCOMMENCING ANY ACTIVITY, This must be done by registered mall and personalcommunication follow-up Is strongly recommended, The trappees name and address may beobtained from Alberta Energy, Crown Land Data Support (Telephone: 780-422-5727). Forother information concerning registered traplines, contact the Client and Licensing Service,Sustainable Resource Development, Edmonton, Alberta (Telephone; 780-427-5185) uponreceipt of this approval. The Lieensee may be responsible for any damage to traps, snares orother improvements.

Effective: 2011-04-04 Bxoirv: 2015-04-03 MoosItIon No: loci 10648

i)

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCH.EDULE AAdministrative Conditions

g) Where applicable, the Department may, in addition to any other charges, assess a furthercharge of 50 cents per acre ($1.24 per hectare) on every sore or part sore in this authority tofund the Trapper's Compensation Program, Classification of lands can. be obtained fromAlberta Energy, Crown Land Data Support, Telephone: 780.422.5727 or the Alberta EnergyWebslto: het//mmenzgmba.

h) The Licensee is responsible for obtaining any necessary federal, municipal and other permitsand approvals with respect to this authority.

i) Without restricting the provisions of seetion 14 of the Dispositions and Fees Regulation, theLicensee agrees to indemnify and hold harmleis the Minister, its employees and agents fromany 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 ofnegligence or wilful ants by the Licensee or the Licensee's employees or agents. This holdharmless provision shall survive this Licence,

The Licensee shall, at its own expense and without limiting its liabilities herein, insure itsoperations under a contract of General Liability Insurance, in accordance with the AlbertaIn,rurance "ict, in an amount not less than $5,000,000 inclusive per occurrence, insuringagainst bodily Injury, personal injury and property damage inoluding loss of use thereofincluding all losses, damages and harm that may result from the Licensee's activities andoperations on the Lands. The Lieensoo shall provide the Department with acceptableevidence of all the insured prior to the commencement of the Work and shall promptlyprovide the Department with a certified true copy of each policy upon request,

k) The Licensee acknowledges that these arc the minimum requirements that have beenestablished by the Department, No representation or warranty of any kind is made by theDepartment as to the oompleteness or suitability of this insurance and the Licensee shalldetermine and satisfy Itself that it has appropriate and sufflaient coverage to satisfy its ownrisk 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 anapproved 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 immediatelyadvise the Department of any errors or omissions in this document,

Notification to the Department of entry must occur within 48 hours of slte entry.

5, A final submission must be submitted to the Department by the Licensee within the term of thisLicence.

6. The final submission shall include:

Effotivo: 2011.0444 Thtoirv: 2015-04-03 Disposition No: 100110648

Government of Alberta Lands DivisionSuetalnable Resouroe Development

• ' Short Term Licence of Occupation

SCHEDULE AAdministrative Conditions

a) For an application that was submitted with a sketch plan or LiDAR survey, an as built survey planor

b) For an application that was submitted with e survey plan and the location of the site has changedan as-built survey or

c) For an application submitted with a survey plan and the location of the site has not changed anaffidavit signed by an Alberta Land Surveyor,

7, Charges calculated under Section 5 of the Dispositions & Fees Regulation will follow under separatecover,

.. •

All homes, authorizations and approvals issued under the Alberta Environmental Protection andEnhancement 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 ArcticRegion, Fisheries and Oceans, at the appropriate local office as listed below, in relation to the applicationof federal 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 Disposition No: 100110648

Government of Alberta ■ Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCHEDULE 13Provincial Approval Standards and Operating Conditions

Approval Standards

100.1. Land Management

100.1.1, Location of proposed developments shall where practical be sited as follows, unlessalternative siting can be supported by Regulated Industry Standards:

a) Use existing disturbances or be !mated adjacent to existing occupied industrialdispositions,

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, foundunder Managing Programs > Integrated Land Management in developmentplanning so that parallel roads closer than 250m are not created,

10012. Locate wellsites and roads outside of natural forest openings (> 10 hectares) such asmeadows when planning development aotivities, unless justifiable extra-ordinaryconditions require alternative siting and are supported by the Energy ResourcesConservation Board (ERCB), the Canadian. Standards Association (CSA) and/orOccupational Health and Safety (OHS) requirements,

100,1,7. 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 ofthe short term disposition,

100.3. Soil

100.3,1. Permafrost degradation is not permitted.

1003,2. In permafrost areas, the surface shall not be stripped,

100,4. Watercourse/Waterbody

00.4,1, Resource extraction activities on islands and the bed and shore of pernianent waterbodiesis prohibited,

100.4,2, Activities shall not interrupt natural drainage (including ephemeral and fens), blockwater flow or alter the water table.

100.4.4. The following watercourse setbacks for all activities from the edge of site or paralleling

Effective: 2011.04-04 Bulky: 2015.04-03 Disposition No: loo110643

Government of Alberta a Lands DivisionSustalnubis Resource Development

Short Term Licence of Occupation

SCHEDULE BProvincial 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 thebreak.

b) Sinai! Permanent watercourses shall have a setback of at least 45 metres from the topof the break,

c) Large Permanent watereourses shall have a setback of at least 100 metres from the topof the break.

100,4.5. The following waterbody setbacks for all activities from the edge of site or parallelinglinear dispositions shall be followed

a) A minimum setback of 45 metres of undisturbed vegetation shall be maintained fivmnon-permanent seasonal wetlands,

b) A minimum setback of 100 metres setback from the bed and shore of semi-permanentponds/wetlands and shallow open water ponds and lakes,

100.4,6, Crossings shall be minimized, unless doing so results in greater disturbance (I.e. footprinthectares) and/or negative environmental impacts (e.g. impacting landscape sensitivities)than creating a new orosslag,

100.4,7, All crossings shall maintain fish passage. Crossings shall be compliant with AlbertaEnvironment's Code ofPractiee under the Water Act; Water (Mlni,sterial) Regulation,

100,6. Provincial Grazing Reserves (PGR)

100.6.1. Activities ate not permitted in fields currently being grazed or in fields scheduled forgrazing in the current grazing season, unless the local Land Management Specialist hasverified that the activity timing will not interfere with livestock operations.

100,6,2. In areas with Irrigation fields, developments shall be on non-irrigated areas only.

100,63, No activities are permitted on flood-irrigated lands at any time,

100,6.4. Developments on provincial grazing reserves in the Grassland Natural Region must beshed within existing Industrial disturbanoes, cultivated areas or improved (tame) pastures.If developments do occur on native grasslands, they shall follow all approval standardsand operating c,onditions of the Grassland and Parkland Natural Region identified inSection 100.10 of the Approval Standards and Section 200.10 of the OperatingConditions,

I00.6.5, Developments on provincial grazing reserves in forested areas that cannot use existingindustrial disturbance must be located outside of improved (tame) pastures but directlyadjoining (1,e, immediately adjacent to) the pasture boundary or the PGR perimeter,Where developments are required within improved (tame) pastures in forested areas thatcannot use existing disturbance, they shall be located outside of, and immediately adjacentto any existing leave areas.

Sffeotivo: 2011.04-04 13xoirv: 2,015-04.03 Disoosition No: loo110648

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCIIEDULE BProvincial Approval Standards and Operating Conditions100,7. Rocky Mountains Forest Reserve

100,7.1, Lowrie wellsite and assooiated facilities, exoluding pipelines, outside of native grasslandsor Identified Unproved (tune) pasture areas, unless doing so results in greater disturbance(I.e, footprint hectares) and/or negative environmental impacts (e.g. impacting landscapesensitivities, additional watercourse mussing).

100.8. Wildlife

100,8.1. Locate activities away from important wildlife features Including mineral licks, raptornests, active don sites, and hthernaoula by a minimum buffer distance of 100 metres,Puffer distances wil1 be greater for identified sensitive species and features (Subsection100.9.1.),

100.8.2. Where an Integrated Resouroe Plan or Protective Notation Identifies a greater set baok,the greater sot back shall prevail,

100,83 In areas where limber pine and whitebark pine are encountered follow the followingsetbacks, High impact aotivities require a 300 metre setback, Medium and low impactactivities require a minimum of a 30 metre setback, A description of High, MOCIIIIM andLow risk developments referred to can be found in Appendix') of the ApprovalStandards,

Operating Conditions

200,1. Land Management

200.1,1. The disposition holder shall furnish proof that the holder has compiled with any and all ofthe provisions of the holder's disposition in a form and time required by the Minister,

200,1.2, Pipeline vegetation removal associated with stop-out or wildcat wells shall not start untilit is known that the activity is required based on a producing well.

200,1,4. Locate temporary activities (e. g, largo oarnps, remote'sumps) adjacent to permanent, ail.weather mess or to existing industrial dispositions,

200,1,5, Where aooess control is required by the Approval Standards, the control measuresidentified below shall be maintained, monitored and their effeotiveness reported on to theSRI) 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,

Effeetive: 2011-04-04 rixuirvi 2015-04-03 Disoosition No: lot:110648

Government of Alberta s Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCHEDULE BProvincial Approval Standards and Operating Conditions

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 pointwill be signed with the following text:

Notice

Under the authority of the section 54,01 of the Pvblia Lands Act this road Is closedbeyond this point for the purpose of

• Wildlife Management• Fisheries Management• Water Management• Vegetation Management• Security

Unauthorized on-highway motor vehicles are prohibited. Operators or unauthorizedvehicles 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 contributeto their effectiveness in preventing access to the road (in combination with applyingpublic 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 beingbroken.

d) As locks are lost or destroyed, they will be replaced as soon as the disposition holderIs made aware of the need.

e) Gates will be designed to ensure that passage of a 4x4 vehicle Is restricted. Thismay include the use of barrier rook, berms, ditches, placement of the gate before abridge or other impediments to travel around the gate. All gates will be installed insuch a manner that a safety hazard is not created,

Effective; 2011.04-04 137totrit 2015-04.03 Disposition No: 100110648

Government of Alberta Lands divisionSustainable Resource Development

Short Term Licence of Occupation

SCHEDULE BProvincial Approval Standards and Operating Conditions

f) tJse of combination looks is required, Whore this is not possiblo and keyed looks aroused, double looking using nn SRD look is required, (Double looking rofors to acompany look and a SRD look on the same gate, allowing each party to pass usingtheir own keys),

g) Disposition Holders will only make combination look changes with prioroordirmation from the Officer in charge.

200,1,8, For non-producing wells, the inaotive portions) of the access road that is lin nediatelyadjacent to a publio road(s) shall be olosed to highway vehicle traffic within 1 year ofwell non-production. Method and location of acoess control features shall be provided tothe SRD Area offloo in writing,

200,1,9. Any existing hnprovements (e.g. forams, water control structures, and signago) that weredamaged as a result of industry activities on the land shall bo repaired and/or replaced tooriginal condition within 30 days or immediately if occupied by livestock,

200,1,10. Road grades and wellsito pads, including cross structures, shall be maintained for properdrainage (i.e. surface rutting is to be graded),

200,1,11. The application of rollback within FireSmart Community Zones shall be determinedthrough the Consultative Notation (CNT) process in SRD.

200,1,12, In addition to tho oporatbtg oonditions in this dooument, all activities shall be coordinatedthrough 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 ForcesBase/Area Support Unit, Cold Lake.

200,1,13, Concurrent construction of a pipeline, wollsito, and acoess prior to provon results shallonly be permitted for in-field wells for unconventional developments where a highdegree of production certainty can be demonstrated,

200.2. Vegetation

200,2,1, Manage all weeds as per tho Feed Control Act.

2002,2, Vegetation control (mechanical mowing/brush control) along linear ROWs shall notoccur between May lay and Ally 310, notwithstanding the need to comply with the WeedControMot 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 mowingno more than a 4 metre area centered on the driving lane.

200.2,5. Application of chemioal methods shall not occur within 30 metres of any watorbody orwatorcourso, unless otherwise authorized,

200,2,6, All equipment used shall be °loaned to be free of woods.

Effective: 2011-04-04 Expiry: 2015-04-03 DiscosltIon loci 10648

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCHEDULE BProvincial Approval Standards and Operating Conditions

200,2.7. When reseeding use only seed that meets or exceeds Certified 1.11 as outlined in theCanada Seeds Act and Seeds Regulations. Seed used shall be ergot free or cleaned forremoval of ergot bodies, Seed mixes are to be free of the species listed in the inedControl /lot. A seed analysis for eaoh species shall be provided, to SRD, upon request.

2002.8. When reseeding with native seed, seed shall be ergot free or cleaned for removal of ergotbodies, Seed mixes shall be free of the species listed in the Weed Control Act, Nativeseed shall not include any of the following agronomic species: timothy, Kentucky bluegrass, creeping rod fescue, smooth brome, orested wheatgrass, meadow brome, DahurianwildRye, perennial ryegrass, Russian wildRye, Altai wildrye, alfalfa, sweet clover, deerrnlikvetch, and Kura clover. A seed analysis for eaoh species shall be provided, to SRD,upon request.

200.2.9, Revegetation with trees or shrubs within the Green Area shall be consistent with theAlberta Forest Genetic. Resource Management and Conservation Standards Manuallocated on the SRD web site at hitastitglicaloa> Managing Programs > ForestManagement Manuals & Guidelines,

200.2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD,

200,3. Soil

200.3.1, Activity shall be suspended during adverse ground conditions.

200.3,2, Soil and surface erosion and sedimentation shall be prevented and controlled on alldisturbed lands.

2003.3, Soil shall not be removed from the disposition unless authorized,

200.3,4. Where soli stripping occurs, salvage all topsoil. Soil horizons A and B must be strippedand stored separately. Store topsoil separately from, subsoil and woody material, suchthat it ean be distributed evenly over the disturbed area for progressive (interim) and/orfinal reolamation,

200,3.5. For forested lands, where topsoil is less than 15 centimetres, conservation shall includethe topsoil plus the B-horizon up to a depth of 15 centimetres unless the B-horizon isconsidered unsuitable (chemically or physically).

200.3.6, Storage piles/windrows shall not encroach into adjacent standing thnber,

200.3.7, Disposal pits, required in connection with the activity, shall be located in impermeablesoil. Where impermeable soil is not available, impermeable talks may be used to colleotall waste and then dispose of at an authorized waste disposal faollity,

2003.8, Soil sterilants are prohibited,

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 ■ Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCITEDULE BProvincial Approval Standards and Operating Conditions

200.4. Watercourse/Waterbody

200,4,1, Aotivitles shall not result In the deposition or placement of debris, soil or otherdeleterious materials into or through any watercourse and/or watorbody, or on the lee ofany watercourse and/or watorbody.

200.4,2, Keep watercourse crossings free of accumulated debris or ice that could irnpodo the flowof water and subsequently cause erosion.

a) Remove lee-dams from culverts, Culverts plugged with ice are to be re-opened toprevent flooding over the road, through the ditch, or around the crossing structureduring spring thaw,

b) Removo debris that compromises water flow immediately upstream from or undercrossing structures.

200.4.3, The organic, soil layer and lessor vegetation will not be stripped from portions of thedisposition not needed for the road grade on approaches to watercourse crossings,

200,4,4, Where crossings have been removed, the bank or shoreline of all affected watercoursessnd/or waterbodios shall be immediately stabilized and/or alterations or modifications tothe bank or shoreline shall be restored,

200.4.5, Access for water withdrawal requires a Temporary Field Authorization approval,

200.4,6, Bridge abutments shall not constrict the normal watercourse channel. Bridge spans shallextend beyond stream banks and abutment walls,

200.4,7, Water from roads, ditches and bared soil surfaces are not to be permitted to drain directlyinto watercourses, Where vegetatod buffers alone do not retard water and sedimentmovement effixitively, appropriate obstructions (o.g logs, rooks, mounds) or sedimentcontrol structures shall be installed to dissipate the flow of water and capture sedimentprior to entering the watercourse.

200,4,8. Wateroourse structures shall be maintained to prevent sedimentation and erosion,

200.4.9, Erosion oontrol measures (e,g. silt fences, matting, gravel, and cheek dams) shall beinstalled and maintained.

200,5. Reclamation

200.5.1, Conduct progressive reclamation and Interim oloan-up, including built but rtot drilledsites, for the wollslte and all associated disturbanoes (log decks, remote sumps, campsites,borrow sites, etc) of that disposition as per External Directive SD 2010-02 ProgressiveReclamation 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 Lands DivisionSustainable R000urao Development

Short Term Licence of Occupation

SCH 14,DULE BProvincial Approval Standards and Operating Conditions

200,6.2. For final reclamation, follow tho 2010 Reclamation Criteria for Wellsites and AssociatedFacilities located httpilivvww,envIrenmatollIeri under Lands > Peoorarn 8c Services> Reclamation 8sRemediation > Upstreatn Oil & Gns as updated or amended.

200,6. Provincial Grazing Reserves (FGR)

200,6,1. Access is permitted during frozen or dry-ground conditions only,

200,6.2. Contnot the lapel Land Management Specialist prior to entry onto the reserve to verifythat timing of the nativity will not interfere with livestock operations.

200.6.3. No activity shall occur during livestock take-in or take-out dates,

200,6,4, Once the field has been grazed, and is no longer scheduled for the remainder of thegrazing season, activities are permitted with approval of the local Land ManagementSpecialist,

200.6.5. If the location of an nativity prevents livestock access to identified watering facilities,provide permanent or temporary reliable and clean alternate water source(s),

200.6,6, All fence line crossings along access routes shall use appropriate structures (e.g. cattleguards, gates) so cattle cannot escape.

200,6,7. 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 otherwisedirected by a Land Management Specialist,

b) During construction,

c) Revegetating of the disturbed site,

200,6,8. Fencing locations shall be reduced to the immediate surroundings of the 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 assetspecification standards of the PGR Fence Specifications,

200.6.10, Where borrow material is required and the end product Is a dug-out, a 2,5 centimetreaperture 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 of the goo-grid.

Effective: 2011-04.04 Exoltv: 2015-04-03 Disposition No: lool 106413

Government of Alberta • Lands DivisionSustainable Resource Development

Short Term Licence of Occupation

SCHEDULE BProvincial Approval Standards and Operating Conditions

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 andat minimum, 21 x 55 x 5 metres in size.

200.6,11, Progressive/Interim reolatnation to pre-oonstruotion vegetation community types isrequired once construotion of permanent facilities is complete, Reduce/minimize thefenced area around the disposition (footprint) after the area has been successfullyrevegetated.

200,6.12. Culverts shall be beveled on both ends to minimize injury to livestock, Riprap shall beplaced 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 permittedwithin the grazing reserve unless approved by a Temporary Field Authorization,

200.7. Rocky Mountains Forest Reserves

200.7.1, As per section 21 of the Forest Reserve Regulation, allotment holders must be contacted,

200,7.2. If the location of activity prevents livestock access to identified watering facilities,provide permanent or toniporary, reliable and clean alternate water source(s).

200.7.4, Water removal from dugouts or developed springs is not permitted unless approved by aTemporary Field Authorization,

200,8, Wildlife

200.8,1. All activities shall follow the industrial practices in the Albertal3ear- annanLonflietlYtaallieatentatalta..(Appendix A).

Effective: 2011-04.04 Expiry: 2015.04-03 DIseesition No: loc110648

Government of Alberta m Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

License of Occupation (LOC)

0000006333Page 1 of 6

LAT Number;

LAT Date;

Project Name:

ProjectDescription;

0000006333

2011.02-25

Penn West 3.25-91-13-W5

Time: 10:07 12 AM

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 forland use planning. The accuracy of these layers varies depending on the resource value beingrepresented, Ground-truthing is required to ensure that the applicant will meet the applicableIntegrated Standards and Guidelines,

EffeotIve: 2011-04-04 linirv: 2015.04-03 DlapositionNol loc110648

Government of Alberta a Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

Northern Sunrise Coun

Dalshowa-Marubenintemational Ltd, (East)

INTO11e.191 ifiktkittrO

EffectIvo; 2011.04-04

License of Occupation (LOC)

0000006333Page 2 of 6

Exoirv: 2015-0443 Disnositiaa No; loo110648

Government of Alberta Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

License of Occupation (LOC)

0000006333Page 3 of 6

Sensitive Features......--...

IMIEUMMOOPEMOMMKNNNISSIMMNIMMITMEN'rr'r-51traviTgl'araittireifIrf*u' P''1',Te'.':'w''401.-ialtrirAfir‘rålliti-.-,-,.,...,.i.,-.., .r . e 1 ,, „ ReTplk.F"'"rAN(714x4:14 Na II, TVA . .3,Mit-f.X. ,..-,q11..ek,SlatitU - -a,1 s ,— ...., li' Areas. ,L1 , • , ,....--1,-•1 ..„1,.A.,- •-t.g.,.,ows:-„,..-,1%,%,. ',".-::;s4f1.1.--',17,i - . J :41.(4.•:•-it!i,,VisT,.„„ ,,,., ,,,L,yeega„7A, reategSagelgroOs" o ensitive,,Repto,Sang-e.r J No :., .:,,f.'t, i ligiteRricte, e 6.: .„ .- li,,, .:.,:-'.',V;::

.,.41e,,,, o-•,),,:,1‘;15-.0,14‘, -0-,,,iow.i44::,.. .4y,04,0E0,4:4. ....... ,......,-e.44-2$,- , ‘c.,,•,, ,,,k.,..,,, ',s. i .4 (wei,..k,,A,,,,, . e.;k-, i -0,CblonlealiestinglOirds urrowing 04r1 Ran No 1 'PiN'10,011010:60,4 M, .,,,,,,,,p..,-.r.,1 A rY ' f.FMN51..-4,V,..,...,01,..,.,.k SensILlitelSnaRejSaclek:. ,g,-...',',:all,.:.-::''' ,-,-

V. 11,*.p..-.-A,..alia.:ft,:mgpb-,.:r•;.,••••;1., ...Atli, ..z-thiA Y,:i1,1 ' 44..."it 1„.)'MR'Y .1ko btri..,i':.'flq- o arp„dalled.Grouse Rarige:f;N No r.

4P' • 'd. .41 't1"'t .0.1.eA. Y ''''''V'Ir liWaa3g ,-1,

P''''''' tii.....-Ns,m,,,,,p,,.4 . ,• ',,,,, AE. 4'.. p+A,,,rigVi-oVA: ,...-

) SWIff-Fek R.a.ng Na ''' P* -3r s- angaroo RgiRange•' -,, Na..,v,--41:--- - iN,,-- .... .;) ,r li , .., Itf-iiit.4.4 ,,'ameallilzb '. " 'Stet:S dr.pin

-.'=', ' :5' Tr -33:iNo 714' iiiV-44F4g ikcli-*S1,P overAWaterbodies

• •No

4.4 ---v.‘.1„A , i41

.-,} -,p...,' ''' " e P;PA=1",=.4-1,2Y''''Vaz&- -.o.s..,,.... , ...,..: ,-.:v ..;:,tk •. < , I-,-.e,<.,...,!.;:v,,,,,ensItive; mphl lans, . 1,,-74Endangeredkan I No 14 4 v.', -ve,warAv.,j, 0 +.1-..& Is. -144.z.r,......1, V.4-445.2.1,-1 Rapciest..-, reatenediRlants4Ranges• , .-x<Ø ,..„.„...( ' „ .0`ic,V.MT. Iv, •F.47 71.:- ,---̀r v""Vs.tif-EttA,.. , e:4;:ta:',,,W.',,?1,'elAensitivelan .i,.....,---.2-...y. <-\,..,...,,,,,I,.., -,. Na a nouZpr_te I Non anaeredSoedT -vne.:*P ,--- -.,41Nn N. 2;F•fli: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 ,•'. erboI,. a es/Watercourse, .- 4 . .,, i Ic` ' aNgi'',1''..e 1. • - r40.1Arizo---,ivawki-AiV:k5;re,?..;(:WKey-Wilalifeen - ,peclalfAcces.st ti No j,-.4,-..,#,...w---1,--,,,-31..,1,37„, Na-014..";-,..!.'1/-0.,-,.'tRA r,_,,„„,,,.n., .„, p 19.41yersityiZonesw‘,„"r..-4,<21.f,y2-a-Alreakui•rg.,.(4.1!-- , - .,::1,0k.0;??., r ,.11 - i.kix.570,4"-,MAINViliii,x,m-3,....Yi4zP::iiib•

qatOr,-,

''''.'ir

h P,toxfmW-gtjeTi?...< 62.,..-dY,- ft-% t,-

- I edi 4

.41 Industry will ensure that the WatercOurse/Waterbodles standards and6 conditions as defined within the Integrated Standards and Guidelines are ,•• followed, To ensure these setbacks and buffers are addressed and''' . maintained, It Is recommended that a pre-site assessment occur.

,<: -.Kii!Liii-§,0iffilf-tii-AWKif:tiliitiir iarioiir,r.4061(iif:tti44,!. -.":---: :,1 -; - -.;4:fi:r.;,,,.„,„,,'•

r1).'-'1‘Wlf%79tItiriiAlurgsTITIT eillirrrlI M- "*.o., rass an an ,or .,a < n a ura t eg on..„.., , ,,i, w.,, •.,-,en-zw.,z-7,7,;,:t ,,,-70. ,.,w:f1ri --,,b • . M. 44 R X.:,, -.,. ,,,a,... 7, ,

Bfroptive; 2011-04-04 nxpliv: 2015-04-03 Disposition No; loo110648

Government of Alberta 0 Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

Quarter Section Township Range MeridianIlmimmasa•••••• ••••••••••.•••••••

License of Occupation (LOC)

0000006333Page 4 of 6

Sensitive Features by Quarter Section

,.,:ai:rd:"Ix??;":rse,.*..zigy...„si,;;... ',.:e.. ivo. vd:' • '''' 1';: q.,.NWIs 25 vi- 91 i

'1''r`"(f 5r, ,,,,.,

„..,t ,.. ,A

'-ji

Mit...6„!.,e2.15,;.:1,3,..,?i44Se./.5f.-.-. --,4

i,- ., - - „:-.. :,..1.94,2.4 :;,.. '13.4 Ai',

1-14. ' -.0 I:.SW ' ( 6 V' 9 '''

.

. g ' ,,. L 13 ' I%;

:IA.

Effective; 2011-04-04 Expiry; 2015.04-03 Disposition No: tool 10648

Government of Alberta Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

LebondL__J ATS quarter Sectiongm DIOS OonAate

DIOS ApplIcallona

1:=1 ATS Tbwnefilry

— Perennial Stream

Indollnato Stream

ReCurring Stream

SpIllway-- Aqueduct

--- Canal

Ditch

Permit' Oxbow

— Recurring Oxbow

E'i CamelEa Dugout

• konold[7:1 lalands

[sri. Lagoon

En Perennial takej- Remitting Lake

Perennial Oxbow

krAvj Recurring Oxbowquarry

r."1 Reaervolt

rm.: RiverWetland

License of Occupation (LOC)

0000006333Pap 5 or 6

IIW35 41 13 4 HE 3601135 ItW 36 1/1 1 I3 • NE 30 61 13 0 IVIN 31 41 12 5P

1

SW36 41 10 OE 30 01 13 6

.f ,

h. • 'N, ;

05430Ø1̀195.

... $&31101 13 5 '0y,i51 41 125

I")

11W20 01 10 6 14 20 41 13 6

r`

,)!6 .,'4.1,;.'1.3 6ii .

Q00000 A'• /

/

HE 26 41 13 6 ilW30 4112 6

47":+,

..•

i

rh

S' 001135

,

•0a2001 13 8

.—.

• ,.. ..,C,

65 25 01 12 5",,, SW306112 4

\s —, P'''' '"'""`

11W 23 61 13 4, ,„^',

,

.1,

0'.4

1

110 2351135t

,

/ .4 I

-- .

i ie..:. e' n,,r,

HW24 41 13 5 ‘‘.I.

11E2i4 Di 15 s

,

Hvos 01 12 5

4,1123EVP'6 ' Se li'l 1 5sW1061In'7,5W 24 41 13 fi t ,50 24,Di 10

1:26, 8 95 Ramulamonz"___=0,,,,0 375 750 1,500 2,250

Effeotive; 2011-04-04

S:,n Motors3,000

tetn11 ,,HI

&aim 2015-04-03 DisuosItion loo1106413

Government of Alberta lands DivisionSustainable Ftesourne Development

SCHED ULE CLandscape Analysis Tool Report

License of Occupation (LOC)

0000006333Page 6 of 6

Sensitivity Approval Standards and Operating Conditions

Effeativa: 2011.04.04 Bx0Irv: 2015.04-03 DIsoosltion No: 1°0110648

Government of Alberta m

Schedule 1)Application Supplement - Access

Lands DivisionSustainable 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

m and type of access;❑ Class II

❑ Class V

2. Will padding of the access occur? P Yes (3 No

E Class III

1: Class VI

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 ❑ Two Lift 0 Other Top cot1 will be stripped frotuge,R,O,W. and stored along theetmstruotion p top so11 will, cve r s gut d • rt;1 c-tra I o rtlo of the

,Portiothtljuit cross over Lower grood froatusiterlal.to heAdmilgraiiigP419, Yi.P141220..itiLamont tO, the soceSs,

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 ofaccess 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., AlogallibmitehampLeiatsla.abilIgy13,2011djui imellinlestgeetaL481m391,AttepsEt qd310( itiquifyjmyPOPPriat

6, identify the date that your Historical Resources search was completed geptember ,2,p1.0 edition of %Mint of Mato,*

t A.4101.1i

Mrtitnimy

If present, what Is the Historical Resource Value (IERV) of the affected lands?Not Listed 0 l 0 2 El 3 ❑ 4 Ej 5

an

If HRV is 1.5, an 'Application for Historical Resources Act Clearance' must be submitted to the Cultural Facilities andHistorical 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 of 4 or 5 may require n Historical Resources Impact Assessment(HRIA),

13. Watercourse Crossings1, 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.

CrossingNumber

CrossingMethod

CulvertfiltidgeSize Diameter(mm) x length(m)

WaMr•course slze

COPClass

(1.4)

LS» So Twp RP 1\4"

Specify Ifrestrictedactivity period(ddinuntyyyy)

.._Class ofWaterbed),train(A,13,C,D)

initialX

From

Final To

InitialX

From

Final To

Initial.X •

.From

Final To

InitialX

From

Final To

InitialX

From

Final . To

Any Notice approved as per the requirements under the Code of Practice for Watercourse Crossings are to be attached tothe electronic application submission,

Effective: 2011.04-04 13xoirv: 2016.04-03 Disuosition No: loo110648

Government of Alberta • Lands DivMonSustainable Resource Development

SCHEDULE ELandsSRO PLAN,

129716 MS, 2011-03.24NUMBER'PURPOSE: ACCESS ROAD (OIL AND GAS ONLY)

AdeoWLands:

Qtr/LS Sec Twp Rge Mer

SW 25 91 13 5 NW 25

SW 36 91. 13 5

2011.03-24 08:54:26 MDT

Qtr/LS Sec Twp Rge Mer

91 13 5

EITotIve: 2011-04-04 8xoirv: 2015-04-03 Disposition 14P: loan 0648

NOVV THERE ORE the Department has by its duly authorized representative exeouted thisdisposition on the date noted below

\:\

Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource DevelopmentDirootor, Public Lands Act

UserName: lindtsaganTitle: SupervisorDate: Monday, 04 April 2011, 03:19 I'M Mountain Daylight TimeMeaning: Authorization for Land Disposition

affective: 20114444 nxoirv: 2015-04.03 DIsnosition No: loo110648

Government of Aliaerta Lands DivisionSustainable Resource Dovelopmont

Short Term Mineral Surface Lease

LESSEE: PENN WEST PETROLEUM LTD,

DXSPOSIT1ONNUM6ERIM S1̀ 11°673

TERM: 4 yearsPURPOSE; WELLSITE

THIS SBORT TERM LEASE made In duplicate on the date of approval.

BETWEEN: ITER MAJESTY THE QUEEN In right of the Province of Alborta, as represented bY-tlieMinister of Sustainable Resource Development(the "Department")

• PENN WEST PETROLEUM LTD.

, (the "Lessee"),

WHEREAS:

-and-

A. The lands more particularly described In Schedule 'V and depicted in the plan number and versiondated 129716 MS, 2011.03-24 , (the "Lands") are publio lands within the moaning ofthe Public Lands Act, MA, 2000, c, P-40 (the "Act");

E. 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 takingor working of certain of the mines and minerals contained in or underlying the Lands;

C. the Lessee has the right to, or the right to work, certain dam mines and minerals contained in orunderlying the Lands;

D. the Lessee requires access to the Lands for purposes incidental to the taking or working of the saidmines and minerals; and

E. the Department and the Lessee (the "Partite) have agreed that the Lesse,e should have access to theLands for the purposes o f this Lease,

NOW TBIE REFOR11 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 of tho Lessee to be paid,observed, performed and kept, the Province hereby leases to the Lessee the Lands for a term of 4

Effective: 2011-04-20 Expiry: 2015-04.19 Disposition No: MSI,110673

.•- .....

THIS IS EXHIBITreferred to in the Affidavit of

&S.e—akiaete---

Swor ?he this .t_

A D 20 IS

A Connuissiour for Oathsin and for 1110nirDoe,414/Nbrb?ODES 1;,,

11-.Irrisier andSolicitor

Government of Alberta Lands DivisionSueta'noble Re:set:roe Development

Short Tenn Mineral Surface Lease

a) damage to or destruotion of the land nccessarily and reasonably Moulted by the Lessee inpreparing, constructing and documenting development on the Lands,

b) severance,

c) injurious affection of other lands of the Department adjoining the land, and

d) nuisanoe, inconvenience and noise caused by or arising from the operations of the lessee onthe land.

Acceptance of the above-noted consideration does not absolve or relieve the Lessee from itsobligation to indemnify the Department against all actions, claims and demands that may arise inthe exercise or purported exercise of its duties, rights, powers and privileges granted under thisLease, and does not absolve or relieve the Lessee front liability to remediate and reclaim theLief: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 eitherthe 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 of theAct 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 beforfeited to the Department and the LOB= shall not be entitled to any compensation for workperformed on the Lands or expendithros by the Lessee made incidental to this Lease,

I S, Upon cancellation or expity of the term of this Lease, and if the Department chooses to not issuea new mineral surface lease to repine() it, the Lessee shall at its sole expense within a time periodspecified by the Department remove all infrastructure and reclaim the Lands to a conditionsatisfhotory to the Department. If the Lessee fails to remove infrastructure and reclaim the Landsto the satisfaction of the Department, the Department may perform the work, or have the workperformed, on behalf of the Lessee and all resulting charges and costs shall constitute a debtowed to the Crown.

16, Provided that the Lessee has satisfactorily complied with all applicable provisions, terms andconditions of this Lease, the Aot, arid Regulations, and provided the Lessee has provided to theDepartment 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 morethan 25 years,

INTERPRETATION:

17, Tho recitals shall fon an integral part of this Lease.

Effective: 2011.04-20 Expiry: 2015.04-19 Disposition No: M8L110673

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

18. Any reforenoe to the Act or the Regulations shall include the Aot or Regulations an subsequentlyamended or revised, or any statutes or regulations passed in substitution thereof.

19. All provisions of the Act and Regulations that expressly or by implication relate to a IVIinemlSurfaco Lease apply to this Lease and shall be read and construed an if the same had been set outand Incorporated herein.

20, Whore any provisions of the Aot or Regulations conflict with anything contained in this Lease, theprovisions of the Act, and then the provisions of the Regulations shall prevail over this Lease.

21. All subsequent approvals, amendments or waivers issued by a Department employee responsiblefor the management of surface activity on the Lands must be in writing.

22, All Appendices and Schedules referred to and attached herein, and all subsequent approvals,atnendments or waivers in writing form part of this Lease,

23, Service of a notice upon the Lessee may be given by personal service, electronic facsimile orordinary mail sent to the Lessee at the Lessees last known facsitnile number or postal addressrecorded by the Department, Any notice shall be deemed to have been effectively given on the daydelivered or sent by facsimile, or if sent by mail on the fifth day after it was mailed. It Is theLessee's responsibility to advise the Department in writing of any change in its electronic or postaladdresses.

24. This Lease is governed by the laws date Province of Alberta.

25, The Lessee acknowledges that terms of this Lease, including the name of the Recipient, may besubject to disclosure under the Freedom of Information and Protection of Privacy Act, R.S.A. 2000,a. P-25, as amended. The Lessee further acknowledges that Freedom of Information andProtection of Privacy Act applies to all information and records provided by the Lessee to theCrown and to any information and records that are in the custody or control of the Crown, and thatby submitting any information and roords to the Crown, the Lessee thereby waives anyconfidentiality or privilege respecting such information or records unless the Lessee requests, andthe Crown egos, that confidentiality or privilege be noted on a specific document and sets outreasonable and rational grounds for doing so,

26. This document Is your authority to mess the Lauds and provides the right to, or the right to work,pertain of the mines and minerals contained in or underlying the Lands. The Lessee shall retain ftcopy of this Lease on aleph site during all phases of activity, including, iCapplicable, preparation,construction, developtnent, maintenance and abandonment,

27, An original of this Lease Is filed at the offices of Sustainable Resource Development, LandDispositions Branch, 9915 • 108 Street, Edmonton, Alberta. The original will be used as theauthority should any discrepancies arise in content of counterparts or subsequent copies of theoriginal.

28. By originally submitting its application in Which it agreed to be bound by the terms and conditionsof any resulting disposition the Lessee is hereby doomed to have exeouted this Lease and is herebybound by all terms and conditions sot out in, or incorporated into, this LefISO.

Bffeeilve: 2011414.20 Bxelrv: 2015-04.19 Disnesition No: MSL110673

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

SCHEDULE AAdministrative Conditions1, 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 of this Lease the first year rentalcharges plus an additional lump-sum consideration calculated by the Doparttnent inaceordance with the Department's processes approved by the Minister under Section 9,1 ofthe Aot (colleotively "the eonsideration") and as compensation for other initial benefitsaccruing to the lessee, 'The Lessee shall pay to the Department the reoccurring rental on theanniversary date in each and every year thereafter during the term of the Lease.

b) The annual rent is payable yearly in advance in accordance to the rates established by theDepartment 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 DevelopmentLands DivisionMain Floor, Petroleum Plaza, South Tower9915 - 108 StreetEdmonton, Alberta T5K 208

d) The Lessee shall not conduct any aetivity on the Lands where prior rights have been issuedwithout the oonsent of the holder of these prior rights, A list of prior and, subsistingauthorizations and dispositions (prior rights) issued on the quarter sections ineluded in thisauthority 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 bepurchased 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 issuedon the quarter sections included in this authority, at least TEN DAYS PR OR TOCOMMENCING ANY ACTIVITY, This must be done by registemd mail and personalcommunication follow-up is strongly recommended, The trapper's name and address may beobtained from Alberta Energy, Crown Land Data Support (Telephone: 780-422-5727), Forother information eoneerning registered traplines, contact the Client and Licensing Service,Sustainable Resource Developsnent, Edmonton, Alberta (Telephone; 780-427-5185) uponreceipt of this approval, The Lessee may be responsible for any damage to traps, snares orother improvements,

Effective: 2011.04-20 Mph: 2015-04-19 DlsnosltIon No: MS1,110673

j)

Government of Alberta Lando DivisionSuetainable Resource Development

Short Term Mineral Surface Lease

SCHEDULE AAdministrative Conditions

g) Whore applicable, the Department may, in addition to any other charges, assess a furthercharge of 50 cents per acre ($1.24 per hectare) on every acre or part acre in tbis authority tofund the Trapper's Compensation Program. Classification of lands can be obtained fromAlberta Energy, Crown Land Data Support, Telephone: 780_422-5727 or the Alberta EnergyWebsite: /AAA " f t r I

It) The Lessee is responsible for obtaining any necessary federal, municipal and other permitsand approvals with respect to this authority,

i) Without restricting the provisions of section 14 of the Dispositions and Fees Regulation, theLessee agrees to indemnify and hold harmless the Minister, its employees and agents fromany 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 ofnegligence or wilful acts by the Lessee or the Lessee's employees or agents. This holdharmless provision shall survive this Lease,

The Lessee shall, at its own expense and without limiting Its liabilities heroin, insure itsoperations under a contraot of Oenoral Liability Insurance, in accordance with the/fiber/aInsurance Act, in an amount not less than $5,000,000 inclusive per commence, insuringagainst bodily injury, personal injury and property damage including loss of use thereofineluding all losses, damages and harm, that inay result from the Lessee's activities andoperatic= on the Lands, The Lessee shall provide the Department with acceptable evidencedoll the insured prior to the commencement of the Work and shall promptly provide theDepartment with a certified true copy of each polioy upon request,

k) The Lessee acknowledges that these are the minimum requirements that have beenestablished by the Department. No representation or warranty of any kind is made by theDepartment as to the completeness or suitability of this Insurance and the Lessee shalldetermine and satisfy itself that it has appropriate and sufficient coverage to satisfy its ownrisk 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 anapproved 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 advisethe Department of any errors or omissions in this document,

4. Notification to the Department of entry must occur within 48 hours of site entry.

5. An as-built final submission must be submitted to the Department by the Lessee witltin the term ofthis Lease,

Efibetivo: 2011-04-20 Bxrolpit 2015-04-19 DIsoosItion No: MS1,110673

Government of Alberta Lando DivlolonSustalnablo Ramiro Llovolopment

Short Term Mineral Surface Lease

SCHEDULE AAdministrative Conditions6, The as-built final submission shall inolude:

a) For an applioation that was submitted with a sketch plan or LIDAR survey, an as built survey planor

b) For an application that was submitted with a survey plan and the location of the site has changedan as-built survey or

c) For an application submitted with a survey plan and the location of the site has not changed anaffidavit signed by an Alberta Land Surveyor,

- Charges calculated. under.. Section 5 of the Dfspo,ritfotish.F,eesiRegulation.will followitinder_separate.cover.

All licences, authorizations and approvals issued under the Alberta Environtnental Protection andEnhancement 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 andArctic Region, Fisheries and Oceans, at the appropriate local office as listed below, hi relation to theapplication of federal 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, 425397Street, Edmonton, Alberta, T6J3 5Y7, Telephone: (780) 495-6325, relating to the Navigable WatersProtection Act. •

Effective: 2011.04-20 Expiry: 2015.04-19 Disuositionlgo M31,110673

Government of Alberta Lando 'AlstonSustainable Rooftree Development

Short Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

Approval Standards

Land Management

100.1.1. Location of proposed developments shall, where practical, be sited as follows, unlessalternative siting oat be supported by Regulated Industry Standards;

a) Use existing disturbaaoes or be located adjacent to existing occupied industrialdispositions.

o) New wellsites

i) Use existing, unoccupied, disturbances that are within 250 metros of theproposed drill location.

ii) Locate the proposed wellsite adjacent to codsting occupied industrial dispositionsthat are within 250 metres of the proposed drill location.

100.1.2. Locate) wellsites and roads outside of natural forest openings (> 10 hectares) such asmeadows when planning development activities, unless Justifiable extra-ordinaryconditions require alternative siting and are supported by the Energy ResourcesConservation Board (ERCB), the Canadian Standards Association (CSA) and/orOcoupational Health and Safety (OHS) requirements.

100.1.3. The following welisite sizes shall apply, unless alternative sizing can be supported byRegulated Industry Standards:

a) Single rig sites shall not exceed 110 metres x 100 metres or equivalent area (1.10hectares),

b) Double/Triple rig sites with loss than 5 metres of elevation difference from anycorner to the well centre shall not exceed 120 x 120 metres or equivalent area (1.44hectares).

• c) Double/Triple rig sites with greater than 5 metres of elevation difference) from anycorner to well centre shall not exceed 130 x 130 metres or equivalent area (149hectares).

d) Single-well pads upgraded to a multi-well pad (with existing foilities) may beextended up to 0.72 hectares to accommodate the second well centre; additional wellcentres may be cleared up to 0.18 hectares,

Effective: 201104-20 Exult-v:2015.04-19 Disposition No: MS1,110673

Lands DivisionGovernment of Alberta • sustainabiokosourooDovewpmontShort Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

e) Horizontal (unconventional) well pad sites with less than 5 metres of elevationdifference from any eorner to well centre shall not exceed 130 metres x 130 metres orequivalent area (1,69 heetares).

100.1,4. The difference in elevation from well centre to any corner of the wellslte shall not exceed10 metres of out/fill, unless alternatives can be supported by Regulated IndustryStandards,

100.1.7. Temporary Work Space (as per the Temporary Field Authorization Guidelines athttp://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 oftiro shot~t'terrti-disposition: --.„ ..„.. • . _

100.3. Soil

100.3,1. Permafrost degradation is not permitted.

100,3,2. In permafrost areas, the surface shall not be stripped.

100.4. Watercourse/Waterbody

100.4,1. Re,90111.00 extraction activities on islands and the led and shore of permanent waterbod [esis prohibited.

100.4.2. Activities shall not interrupt natural drainage (including ephemeral and fens), block waterflow or alter the water table.

100.43. Wellsites and pipeline installations shall not be constructed within 15 metres of anephemeral waterbody or ephemeral watercourse,

100.4,4, The following watercourse setbacks for all activities from the edge of site or parallelinglinear dispositions shall be followed:

a) Intermittent watercourses shall have a setback of at least 45 metres from the top ofthe break,

b) Small Permanent watercourses shall have a sotbaok of at least 45 metres from the topof the break,

e) Large Permanent watercourses shall have a setback of at least 100 metres from thetop of the break,

Effective: 2011-04-20 Expiry: 2015-0449 Disnosition No: MIA 10673

Government of Alberta Lands DivMonSustainable Resourso Dovelopmont

Short Term Mineral Surface LeaseSCHEDULE BProvincial Approval Standards and Operating Conditions

100,4.5. The following waterbecly setbacks for all activities from the edge of site or parallelinglinear dispositions shall be followed;

a) A minimum setback of 45 metres of undisturbed vegetation shall be maintained fromnon-permanent seasonal wetlands,

b) A minimum setback of 100 metres 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 disturbancefootprint hectares) and/or negative environmental Impacts (e.g. Impacting landscapesensitivities) than creating a now orossing.

100,4.7, All crossings shall maintain fish passage. Crossings shall be compliant with AlbertaEnviromnent's Code of Practiee under the Water Act,. Water (Ivlinisterial) Regulation.

100,6, Provincial Grazing Reserves (PGR)

100,6.1. Activities are not permitted in fields currently being grazed or in fields scheduled forgrazing in the current grazing season, unless the local Land Management Speoialist hasverified that the activity timing will not interfere with livestock operations.

100.6.2. In areas with litigation fields, developments shall be on non•irrigated areas only,

100.6.3. No activities are permitted on flood-Irrigated lands at any time,

100.6.4. Developments on provincial grazing reserves la the Grassland Natural Region must besited within existing industrial disturbances, cultivated areas or improved (tame)pastures. If developments do occur on native grasslands, they shall follow all approvalstandards and operating conditions of Grassland and Parkland Natural Region identifiedIn Section 100.10 of the Approval Standards and Section 200.10 of the OperatingConditions,

100.6.5. Developments on provincial grazing reserves in forested areas that cannot use existingindustrial disturbance must be located outside ofimproved (tame) pastures but directlyadjoining (1.e. immediately adjacent to) tho pasture boundary or the PGR perimeter,Where developments are required within improved (tame) pastures in forested areas thatcannot use existing disturbance, they shall be located outside of, and immediatelyadjacent to any existing leave areas.

100.6.6. Kleskun Lake provincial Cirazing Reserve - Wellsitc pads shall be built to a minimumelevation of 657,5 metres above sou level and a solid perimeter clay berm be maintainedat a minimum level of 658,3 metres,

Effeativo; 2011-04-20 Expiry: 2015.04-19 Pluposition MSL110673

Government of Alberta Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

100.7. Rocicy Mountains Forest Reserve

100,7,1, Locate wellsite and associated facilities, oxoluding pipelines, outside of native grasslandsor identified (tame) pasture areas, unless doing so results in greater disturbance (i.e.footprint hectares) and/or negative environmental impacts (e.g. impacting landscapesensitivities, additional watercourse crossing),

100.8. Wildlife

100,8,1, Looate activities away from important wildlife features including mineral licks, raptornests, active don sites, and hibernacula by a minimum buffer distatioe of 100 metres,

distances will be greater for identifieStinSItit/eitpocia'and leatures•(Subsection— ........100.9.1,),

100.8.2. Where an Integrated Resource Plan or Protective Notation identifies a greater sot back,the greater set back shall prevail,

100.8.3 In areas where limber pine and whitebark pine are encountered follow the followingsetbacks, High impact activities require a 300 metre Setback, Medium and low impactactivities require a minimum of a 30 metre setbacit. A description of High, Medium andLow risk developments referred to oan be found in Appendix B of the ApprovalStandards. .

Operating Conditions

200.1. Land Management

200,1. l. The disposition holder shall flindsh proof that the holder has complied with any and allof the provisions of the holder's disposition in a form and the required by the Minister.

200.1.2. Pipeline vegetation removal associated with step-out or wildcat wells shall not start untilIt is known that the activity is required based on a producing well,

200,1,4. 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

Government of Alberta ■ Landa DivisionSustainable Resource Development

Short Term Mineral Surface [ease

SCHEDULE BProvincial Approval Standards and Operating Conditions

200.1,6. Where access control is required by the approval standards, the potential entry point willbe signed with the following text:

Notice

Under the authority of the section 54.01 of the Public Lands Act this road is closed beyondthis point for the purpose oft

• Wildlife Management• Fisheries Management• Water Management• Vegetation Management• Security

Unauthorized on-highway motor vehicles are prohibited. Operators of unauthorizedvehicles 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 contributeto their effectiveness in preventing access to the road (in combination with applyingpublic 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 beingbroken.

d) As looks are lost or destroyed, they will be replaced es soon as tho disposition holderis made aware of the need.

o) Gates will be designed to ensure that passage of a 4x4 vehicle is restricted. Thismay include the use of barrier rock, berms, ditches, placement of the gate Wort) abridge or other impeditnents to travel around the gate. All gates will be installed insuch a manner that a safety hazard is not created.

f) Use of combination locks is required. Where this is not possible and keyed looks areused, double looking using a SRD lock is required. (Double locking rethrs to a

Effective: 2011-04-20 Expiry: 2015.04-19 Distiositlon No; MSL110673

Government of Alberta a Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

SCHEDITLE BProvincial Approval Standards and Operating Conditions

company lock and a $RD look on the satne gate, allowing each party to pass using theirown keys).

g) Disposition Holders will only make combination lock changes with prioroonfnmation front the Offloer in charge.

200.1.8. For non-producing wells, the inactive portion(s) of the access road that is immediatelyadjacent to a public) road(s) shall be closed to highway vehicle traffic within 1 year ofwell non-production, Method and location of woos control features shall be provided tothe MID Area Office in writing.

- 200.1,9, - Any existing improvements (0,g. fbnces, water control structures, and signage) that Weredamaged as a result of industry activities on the land shall be repaired and/or replaced tooriginal 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 properdrainage (IA surface rutting is to be graded).

200,1,11. The application of rollbaok within FiroStnart Community Zones shall be determinedthrough the Consultative Notation (CNT) pronoss in SID.

200.1.12, In addition to the operating conditions in this document, all activities shall be coordinatedthrough 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 ForcesBase/Area Support Unit, Cold Ltdto,

200.1.13, Concurrent construction of a pipeline, wellslte, and access prior to proven results shallonly be permitted for in-field wells for unconventional developments where a high degreeof produotion certainty can be demonstrated,

200.2. Vegetation

200,2.1. Manage all weeds as per the Weed Control et

200,2,2. Vegetation control (rneehanioal mowing/brush control) along linear ROWs shall notoccur between May Pi and July 318>, notwithstanding the need to comply with the WeedControl Act with the following =option: in Grassland and Parkland Natural Regions,vegetation control between May 1.01 and July 3 Pi for vehicle access, is 1hnited to mowingno more than a 4 metre area centred on the driving lane.

200,2.5. Application of ohemical methods shall not mut' within 30 metres of any watorbody orwatercourse, unless otherwise authorized

200.2.6. All equipment used shall be cleaned to be free of weeds,

Effective: 2011.01-20 Bxuirv: 2015-04-19 Disosition No; MSL110673

Government of Alberta ■ Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

200.2.7. When reseeding use only seed that meets or exceeds Certified #1 as outlined in theCanada Seeds .at and Seeds Regulations, Seed used shall be ergot free or cleaned forremoval of ergot bodies, Seed mixes are to be free of the species listed in the WeedControl Act. A seed analysis for each species shall be provided, to SRD, upon request,

200,2.8. When reseeding with native seed, seed shall be ergot free or cleaned for removal of ergotbodies, Seed mixes shall be free of the species listed in the Weed Central Ad. Nativeseed shall not include any of the following agronomic, species: timothy, Kentucky bluegrass, creeping red fescue, smooth brome, crested wheatgress, meadow brome, Dahurianwildrye, perennial ryegrass, Russian wildryo, Altai wIldiye, alfalfa, sweet clover, Cieermillcvetch, and Kura clover. A seed analysis for each species shall be provided, to SRD,upon request.

200.2,9, Revegetation with trees or shrubs within the Green Area shall be oonsistent with theAlberta Forest Genetic Resource Management and Conservation Standards Manuallocated on the SRD website at littpArd,alberta,ea > Managing Programs > ForestManagement Manuals & Guidelines.

200,2.10. Merchantable timber shall be salvaged unless a request for waiver is approved by SRD,

200.3. Soil

2003.1. Aotivity shall be suspended during adverse ground conditions.

200,3.2. Soil and surface erosion and sedimentation shall be prevented and controlled on alldisturbed lands,

200.3.3. Soil shall not be removed from the disposition unless authorized.

2003,4. Where soil stripping occurs, salvage all topsoil. Soil horizons A and 13 must be strippedand stored separately. Store topsoil separately from subsoil and woody material, suchthat it can be distributed evenly over the disturbed area for• progressive (interim) and/orfinal reclamation,

200.3.5. For forested lands, where topsoil is less than 15 centimetres, conservation shall includethe topsoil plus the F3-horizon up to a depth of 15 centimetres unless tbell.horizon isconsidered unsuitable (chemically or physically).

200,3.6. Storage piles/windrows shall not encronch into adjacent standing thither.

200.3.7. Disposal pits, required in connection with the activity, shall be located in impermeablesoil. Where impermeable soil is not available, impermeable tanks may be used to collectall waste and then dispose of at an authorized waste disposal facility,

200,3.8. Soil sterilants are prohibited.

200,3,10. Backfill and level remote sutnps/disposal pits upon completion of operations ortreatment of waste.

Effect( VQ: 2011-04-20 Expiry: 2015-04.19 Disposition No: MSL110673

Government of Alberta • Lands DivisionSustainable Resource Development

Short Terxn Mineral Surface Lease

SCIIEDU:LE BProvincial Approval Standards and Operating Conditions

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. WatercourseiWaterbody

200.4.1. Activities shall not result In the deposition or placement of debris, soil or otherdeleterious materials into or through any watercourse and/or waterbody, or on the ice ofany watercourse and/or watorbody,

200.4,5. Access for water withdrawal requires a Temporary Field Authorization approval.

200.4,7, Water from roads, ditohes and bared soil surfaces shall not be permitted to drain dircotlyinto watercourses. Where vegetated buffers alone do not Mad water and sedimentmovement effectively, appropriate obstructions (e.g., logs, rooks, mounds) or sedimentcontrol structures shall be installed to dissipate the flow of water and capture sedimentprior to entering the watercourse.

200.4.9, Erosion control measures (e.g, silt fences, matting, gravel, and eheck dams) shall beinstalled and maintained.

200.5. Reclamation

200,5.1. Conduct progressive reclamation and interim elean-up, including built but not &Modsites, 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 ProgressiveReclamation and Interim Clean up found on the SF.D websitehttp://vvwvv.srd,albortmaunder Maps, Forms & Publications >Directives> Lands,

200,5.2. For final reclarnation;follow the 2010 Reclamation Criteria for Wellsitos and AssooiatedFacilities locateethltp;/./vrvvw,environmea.alherta.cat under Lands> Program & Services

m> Reclamation &Remediation > Upstrea -Oil & Gas es updated or amended,

200.6. Provincial Grazing Reserves (P R)

200.6.1, Access is permitted during frozen or dry-ground conditions only.

200.6,2, Contact tho loeal Land *Management Specialist prior to entry onto the reserve to verifythat timing of the activity will not interfbres with livestock operations.

200,6.3. No activity shall occur during livestock take-In or tako-out dates.

200,6.4, Once the fiold has been grazed, and is no longer scheduled for the remainder of thegrazing season, aotivities are permitted with the approval of the local Land ManagementSpecialist.

Effeetive: 2011.04-20 Bxeirv: 2015.04-19 Disposition No: MSL110671

Government of Alberta in Lands DivisionSustainable Resource Development

Short Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

200,6,5. lfthe location of activity prevents livestock access to identified watering facilities,provide permanent or temporary reliable and clean alternate water source(s).

200,6.6. All fence lino crossings along acoess routes shall use appropriate structures (e.g, cattleguards, gates) so cattle cannot escape.

200,6,7. Fences surrounding oil and gas activities are required in grazing pastures within the ?ORas follows:

a) All wellsltes within pastures, excluding: )3ow Island, Lonesome Lake, Hays,Pinhorn, Sage Creek, Seven Persons, Purple Springs and Twin River, unlessotherwise directed, by a Land Management Specialist,

b) During construction,

Revogetating of the disturbed site,

200,6,8, Fencing locations shall be reduced to the Immediate surroundings of the infrastructure/facilities once construction is ootnplete and once the dishu•bed area is rovegetated(interim reclamation),

a) Damaged existing perimeter pasture fences, shall be repaired or rebuilt to the assetspecification standards of the PGR Fence Specifications,

200.6,10, Where borrow material is required and the and product is a dug-out, a 2,5 centimetreaperture 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 of 5 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 isrequired onoe construction of permanent facilities is cotnplete. Reduce/minimize thefenced area around the disposition (footprint) after the area has been sucoessfhllyrevogetated,

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 permittedwithin 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 Lands DivisionSustainable Ftesoures Dovelopmont

Short Term Mineral Surface Lease

SCHEDULE BProvincial Approval Standards and Operating Conditions

200.7. Rocky Mountains Forest Reserves

200.7,1, As per section 21 attic Forest Reserve. Regulation, allotment holders must be oontaoted.

200,7.2. lithe location of an activity prevents livestock access to identified watering facilities,provide permanent or temporary, reliable and clean alternate water source(s),

200.7.3. Fences shall be built In grazing areas to keep livestock from entering the welislte duringdrilling and production phases.

200.7,4. Water removal from dugouts or developed springs is not permitted unless approved by a----- Temporary. Field Authorization. _

200.8. Wildlife

200,8,1, All activities shall follow the industrial practices in the Alberta Boar. Human ConflictManagement.Strategy (Appendix A).

Effeetive: 2011-04-20 Expiry: 2015-04-19 Disposition No: MSI.,1 10673

Government of Alberta ■ Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

Mineral Surface Lease (MSL)

0000006334Page 1 of 6

Time: 10:07 15 AM

LAT Number: 0000006334

LAT Date: 2011-02-25

Project Name: Penn West 3-25-91-13-W5

ProjectDescription:

Disposition Type mineral Surface Lease (M$L)

Activity Type: Multlpad Well (MULTLPAD)

V114.1.610/1/0 N

Disclaimer:

The Information provided within the LAT Tool is a spatial representation of features provided forland use planning. The accuracy of these layers varies depending on the resource value beingrepresented. Ground-truthing Is required to ensure that the applicant will meet the applicableIntegrated Standards and Guidelines.

Efibotive: 2011-04-20 BxDirv: 2015.04-19 DIsnositionNo: MS1,110573

Government of Alberta

SCHEDULE CLandscape Analysis Tool Report

Lands DivisionSustainable Resource Davelopment

Mineral Surface Lease (MST)

00000063 34Page 2 of 6

Base Features

Bfreotivo; 2011-04-20 8xnlry: 2015-04-19 Disoosition No: MSL110673

Government of Alberta • Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

Sensitive Features

4

1:4-Vtti;f:

Vx;_f1,11:65No41:c'irr

ppclaie,qessrZone

Mineral Surface Lease (MSL)

0000006334Page 3 of 6

`0.11NriiMils

Industry will ensure that the Watercourse/Waterbedies standards andcpridlti o ns 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. 4-,,,,,varmannvvvill..MINv...,v1 ....t.......,Za4,,v,/,..*.v4.44.41..vh.v

one ailrr Parkland Naitiral

Gras and, a nd ordWitireirlaTraTRZOr47,:rk'n-4-154:1511,V4 v1-.1s1

Effeotiyo: 2011-04-20 Expiry; 2015.04-19 Disposition No: M51,110673

Mineral Surface Lease (MSL)

0000006334Page 4 of 6

Sensitive Features by Quarter Section

Government of Alberta • Lands DivisionSustainable Ilesouroe Development

nwortre,

SCHEDULE CLandscape Analysis Tool Report

Quarter Section Township Range MeridianOraorrl Warr Armor.

Bffeotive: 2011-04-20 Exulry: 2015-04-19 Dim sitIon No: MSL110673

Government of Alberta • Lands DivisionSustainable Resource Development

SCHEDULE CLandscape Analysis Tool Report

Logerici ATS Quarier SootIongrill Dips Coracle

tue CADS Applleallunerai ATS Townehlp— Perennial Strom

Indelinnla Stream

rieourrinu Stream— Spillway

— Aqueduct

Canal

bitch

Poranlal Oxbow

- Recurring Oxbow

aral Gluteium Dugouta le afiel0

telancle

M LagoonPerennial Lake

r=1 Reourring LakekRgi Perennial Oxbow

ago Recurring OxbowQuarry

[Li Reservoir

,E.1 Riverg Wetland

Mineral Surface Lease (1VISL)

0000006334Page 5 of 6

1:13, 742tolc--„...ner,==w0====.--zrammagym Meters0 05 100 380 570 700

Effbetive: 2011-04.20 Rohl,: 2015-04-19 Disposition No: 11181,110673

Government of Alberta • Lands DivisionSustainable Resource Development

SCE-HEDGE CLandscape Analysis Tool Report

Mineral Sur face Lease (MSL)

0000006334Page 6 of 6

Sensitivity Approval Standards and Operating Conditions

Effective: 2011.0420 Expiry: 2015-04-19 Dinusition No; MS1,110673

Government of Alberta a Lands DivisionSustalnablo jtotjeurco Elevolopment

Perm bate; Hap 0,2010

Schedule I)Application Supplement — Sites & InstallationsThe appropriate supplement form:nut be submitted for each surface disposition application. MI blanks musteither 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 0 Sour Gas 1:1 Coalbed d Single Mnitl.well(R'8) Methane Well pad pad

0 Other

2. Rig size:

3. Well depth. 1600m vertical then 109 horizontal:it

4. Flare requIrentents for drilling: 0 50 m 0 35 m 0 25 to

0 Flare pit

0 Single El Double 0 Triple

El Flare tank 0 Flare stack.

5. Number of zones to be completed/produced 2 Inter. well spacing gm,

6. Construction is proposed under the following soil conditions (check the box that applies):L3 Frozen ❑ Nort.Frozen0 Other- Explain:

7. Disturbance typo? Minimal Surface Disturbance Ej 'Vegetation/Root Mat RemovalThe extreme my offtler eXtft(gc ins( onto lower zronnel, The notiorit.v of tite 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.0 Power lino 0 Pipeline0 Compressor 0 Metering Stationg Access •0 Other Lase will be accessed from a V.W.P.1.4.1)0stcl access, That acceuYdiLla.ta common corridor that will beused 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 OperatingConditions, 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: supplement—BitesIlatIons

Provide any additional mitigation or direction us provided within the plan/notation ox from the supervisingArea. Pehrom2LalliMasivrsh„Acklasearch 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 oflilsjoAeksomee_

sdinun/yyyy

If present, what is the Historical Resource Value (HU) of the affected lands?

El Not Listed 0 1 0 3 El 4 El 5

If DRY is 1.5, an 'Application for Historical Resources Act Clearance' must be submitted to the Culturalracilities and Historical Resource Division (CITIRD) of Alberta Community Development.

Date submitted Not required &ilium/my

Note; Activities on land ti bfliiii ari}IRV-of 4-or 5'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 New disposition (LOC) El Access included in this application.

Note: If access IS part of the site and installation application, an access supplement must be completedwith 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): El On-site pit 0 Above-voltaic' tank on siteEl in-ground tank on site liZenote su tnp

0 Private land ❑ Public land

Proposed mud type: CI Hydrocarbon: El Salt, beset El Gel cheat:,N who: pa ChemItitlicsarfacehokm1,4Water,,latsetinplymet: forjhe hodzaiitni„b:011molt yfl,i nohtglked in tap, s. ' r nier t' pgathiyAlkgp_f_dj4. the • vtlyAijitkbe diskosetqatan .0.9,V014,fiitlitYabig14111,41.biiiiiikthit-h I: i 4 i .4 dia10014!# gci`c toititiLM ioilds nod140.$ will be:c1100.sui of do ailq0,0, iri- 10 sitoklogsMilkara.21-11.-W5--. , , All Remote Sumps require authority under a Tetnpormy Field Authorization. Please contact your local Area office fordetails,

Applicable to MST, only

D. Source of Water

L Water Required: El Yes 0 No

2. Water source: D Water well on lease 0 Waite water well EJ Lake Ell Stream 0 River

Effective: 2011-04-20 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 officefor dere/Ls'.

Effective: 2011..04-2Q Faulty: 2015.04-19 Disoosition No: IvISL110673

Government' of Alberta N Lands DivisionSustainable Resource Development

SCHEDULE ELandsSRD PLAN,NUMBER 129716

MS, 201.1-03-24'

PURPOSE: WFUSITE

Affeoted Lands:

OWLS See Twp Rge Mer Qtr/L$ See Twp Rge Mer

SW 25 91 13 5

2011-03-24 08:54:18 MDT

ElleotIve: 2011-04-4 Explrv: 2015-04-19 Disoosition No: MS1,110673

Government of Alberta

Schedule ENon-Standard Mitigation SupplementThe appropriate supplement form must be submitted for each Nou.Standard surface disposition application. Allblanks 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.

Lands DivisionSustainable Resource Develo moot

Form Dote: Bop )t, 2010

A. Non.Standard Rationale

vrrrr

1. Provide rationale and reasons in detail as to why your company Is proceeding with the Non.Standard applicationprocess?

The_propoicd liotizontal.ltko e ki19.M.X.J.4.111 Ittfuatigtile-IMPVLi20.0114Y Ntalikakiniligilof 130m X 130aIV5zo is Neufcutter e multi pp horitfogUiposo, Wayne Tiollqd of ASRD noted Ilia _badeitti2ahoZailaft.0114t0.10191nRxiiYIWEL4Z2r,4911AlatLILO-1%111(i 1119 bileA4111.10.k,X1Stili1Ltlici.first well Au. nthittionaLQJ 8 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 notexceed 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 wl dun 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 1Van•Standarcl IVItypatlan Syyp/went

AU noncworklua portions of the lease will be recontourecl following eompledon of operations, Disturbed top sonNikhe Uftrilyr04111t0, mti..—t(124talt,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 Noif Yes, Provide the name of who was contacted and when.

Name; BraridtArndt

Name;

Name:,

Date Contacted: licbruary 15, 24I. dcvmnilyyyy

Date Contacted: 4.. ddhum/yyyy

Data Contacted;

Discussion comments/resolutions if any: No rnitiaati0 9

E, AdclitiOnal Operational Provisions.

ere roc II.1del

aaiatrafyyyy

Based on the discussions with and the review by Alberta Sustainable Rosana Development, the following operationalprovisions as provided, are to he implemented during the construction and operation of this disposition:

Provision 1: rvIYW.9.115..Y.ASR1),

Provision Z:

Provision 3:

Provision 41

Provision 5:

Effective: 2011.04-20 Exoirv: 2015.04-19 Disposition No: MSLI106I3

NOW THEREFORE ihe Department 11118 by its duly authorized representative executed thisdisposition on the date noted below

Assistant Deputy Minister, Lands Division, Alberta Sustainable Resource DevelopmentDirector, Public Lands Act

UserName: rose.radomslcyTitle: Team LeadDate; Wednesday, 20 April 2011, 08:03 AM Mountain Daylight TimeMeaning: Authorization for Land Disposition

L/fthetivet 2011-0440 Expiry: 201$.04.19 Disposition No: MSL110673

Pe WestExploration

Salto 200, Penn Wasl Plaza007 — 8th iwontro'8W8olgbry, Alboria, Canada T2P lit3408,771,2000 tol41777,26901uworw,ponnwast,atam

July 27, 2012 Express Post

Lubicon Lake NationP.O. Box 6731, Station MainPeace River, Alberta T8S 166

Dear Sir,

R5: Upcoming License ApplicationsSawn Lake Muttl-Well Satellite at 10-741-12 W6NI Re-License LS Filo: 11-21183Sawn Lake Padsite & Access Road lh W 26, SW 38-91-13 W6IVIogi.tor, q..24 81.4-24-91-13 W6MI_LB,Pliet 10.20632

This letter Is to advise you that Penn West Petroleum Ltd, (Penn West) plans to submit licenseapplications 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 abovenoted 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: 403-777-2682Cell: 40$-82e-7821

Sincer

1Y7018111Ito

Senior Landman,Slave Point and MouePenn West Petroleum Ltd.

Penn West lzplorutlon Ise roalstorod trade nom a Ponn West Potioloum Ltd.

THIS IS EXHIBIT LI

referred to in the Affidavit of

_L\idosAie Al(,Q)orActc, SW ie this

A D 20

A CominiF.:011::1' for Oathsin mid the ovil;;;;•

ROBERT D. WOOnf3anister and Solica

a gat 'a0:11,1

August 3, 2012

Penn West Petroleum Ltd,Attn: Thane Jansen, Senior Vice President - OperationsSuite 200, Penn West Plaza207.9th Ave SWCalgary, AB T2P 1K3(403) 777-2500 TELThane,Jensen@pennwestcoM

A\J..b-\A

Re: Otter Satellite Facility 12-7-38-11W5M, LS Flle# 11-22308Otter Multiweil Battery 10.32-87-12WSM, LS nett 10-20661Otter (EVI) Padslte 6-2.$8-12WSM, LS Filell 12.23950Otter Satellite Facility 5-648-11W5M, LS Flle# 11.20910Otter Satellite Facility 8-1-88-12W5M, LS Flle#10.20407Otter Satellite Facility 8-22-88-12W5M, LS File# 12.24233Otter Satellite Facility 8-27-88-12W5M, LS Flle# 12-23798Sewn Lake Multl-Well Battery 10.7-91-12W5M, LS Fila# 11.21183Otter Satellite Facility 13-31.87-11W5M, LS Flle# 12.24233Otter Satellite Faclllty 9-15-88-12W5M, LS Flle1111-22399Otter (EVI) Padsite 12.35-87-12W5M, LS Flle# 12-23958Sawn Lake Pipeline 13.26 to 4-36-91-13WSIV1, LS Flle# 11-22731Sawn Lake Pipeline 3.35 to 13.26-91-13W5M, LS Flle# 11-22730Otter Multi-Well 011Satellite Facility 9-21-89-11WSM, LS Fliett 12-24285Otter Multi-Well 011Setellite Faclllty 13-10-89.11WSM, LS Flle# 12-24284Otter Padslte & Access Road 9-19-88-11WSM, LS Flle# 10-20030Otter (EVI) Padsite & Access Road 12.35-87-12W5M, LS Flle# 12-24099Sawn Lake Multi-Well Satellite 10-7-91-12W5M,13 Flle# 11-21183Sawn Lake Padslte & Access Road W2S, SW 36-91-13WSIVI, LS File# 10-20632Otter Padsite 12-26-88-12W5M et, al., LS Flle# 10-20026Sawn Lake Padsite & Access Road 13-26-91-13WSMSawn Lake Padsite & ACCOSS Road 1.14-91-13WSM, LS Filen 10-20635Sawn Lake Battery 16-3.92-13W5M, LS File# 12.22998Sawn Lake Padsite & Access Road 12.24-91-13WSM, LS Filen 11-20977Compressor Station 9-12-88-12WSIVISatellite Faclllty 12-19-88-11WSMSatellite Faclllty 12-23-88-12WSIVICompressor Station S-1243-12W5MSatellite F-acility 2-11-83-12VVSMPadslte 14-25-91-13WSMPlpellne(s) 542 to 2.11-88-12W5M at. al,Pipeline 2.11 to 4.11-88-12W5M

THIS IS EXHIBIT "referred to in the All of

f IYX 11...crS'w this c.

A.D, 20 J.

A Cor m.n Ic.u.vr for Oolasin and for dw ef

ROBERT WOO3nrrister and Solicitor

p,1 of 2

(78\0) 629-5945 'NI, (780) 629.3939 FAx P. 0, 13o x 6731 PhACH Rtvi3R, AB TBS 155VOWW.LIMCONLAKENATiON.COM

Mr, Jensen,

Please be advised we are In receipt of initial notification documents regarding the above noted projectsproposed by PerirLWest Petroleum Ltd, within the jurisdiction of the Lublcon Lake Nation, It Is thepositiOn of the Government of the Lublcon Lake Nation that these projects may raise specific concernsrelating to the Nation's existing Aboriginal 'title to lands In which this project Is proposed. Further It isthe position of the Lublcon Lake Nation that these projects may raise spedflc concerns related to theTraditional 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 toaddress these concerns at the Lublcon Lake Nation office. Until such a meeting has taken place andwritten notification is forwarded to Penn West Petroleum Ltd, from this office Indicating that theNation's concerns have been addressed to the satisfaction of Nation officials, the Consultation andAccommodation requirements regarding these files remain unsatisfied,

As noted In the accompanying notices of objection regarding these flies, meetings with yourself havebeen requested on numerous occasions. We have noted that your commitment to meet with Lublconofficials on June 27 as Indicated by James Norris, Supervisor Aboriginal Affairs Corporate was cancelledwithout reason provided and not rescheduled despite repeated requests,

Be further advised, pursuant to direction by the Chief and Council of the Lublcon Lake Nation, allmatters relating to consultation and accommodation regarding this file must be directed to theundersigned or to alternate Industry Liaison, Mr. Tom Day (780) 618.5478, No other persons havebeen authorized by this office to deal with matters related to consultation and accommodation for theLublcon Lake Nation.

Regards,

Garrett TomlinsonCommunications / Industry LiaisonEmergency Services CoordinatorLublcon Lake NationDirect: (780) 6t8-8794

/Encl.

CC: Tom Day— Lublcon Lake Nation;Lorna Morlshlta — Penn West;Paula Flynn — Land Solutions;ESRD—Peace 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

IL.CMTPMR1 :If .'516i71 \\T

NOTICE OF OBJECTIONREGARDING PROPO$EAMOTRIAL DEVELOPMENT

ar2P.A1011.tXawy-, Cr5;:),, ,Location; was, so 3)-(11.-13 k)6yi Pf,, s r r. eA. Px.4..t_es RfM0

Basis of Objection:

\*Nui,N1,

c, "(NP,A4 Cz.

\Cioc‘.% 05,4s- IP" C.s11/41-Y1 .

C m e ts: 04. - • 4i

6,S,s L M's C Gtr) 1`0..46•1

•. gh. Q•si.\4\— e.XV\NcIA--I.: •

1. C.' lb.

Attachments: \— t;'" .4\ O " -Z.meiak\p.

ithsiL' zed RepresentatiVe; (--; • 19,011,110,Wtti Si nature:

*Note: Proponent responses to objectionakoncema may bo provided to theLublcon LakeNetlon ettn: Chief and Council via mail to: P.O. Box 6731 Stn. Main,Peace River, AB, TeS1S6; email to LubiconlakeNation@teluemet or viaappearance before Chief and Council by appointment.

(780) 629.394$'!`61, (780) 629.3939 FAx P. Q Box Gni YkAsna amass, AB '1'88 1.85vo;ox'A,UPTC0111•A1tBNATION,COM

PennWestExploration

Suite 200, Penn West Plaza207 — 9th Avenue SWCalgary, Alberta, Canada T2P 1K3403,777,2500 tol403,777,2599 laxwww,pennweet.00m

September 19, 2012

Energy Resources Conversation BoardSulte 1000, 250 — 5th Street S,W,Calgary, AB T2P 3G4

Dear Slrs,

Re: Proposed Well License Applications

MIS' 15 EX71117.7 ", a "pqArred to iir the Af1;(4,,rvit of,

e. Ie Q.)0 ek.ac...,

Siv e this \N—

\+0 A 17 2O

Category: C & Type: 360PENN 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: 360PENN 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: 360PENN 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)

A COIlditfM:j;11.:1 for Oathsoric

RT. D. WOODend' Solicitor

Penn West Exploration (Penn West) submits the subject well license applications as non-routine basedon outstanding objections/concems from Garrett Tomlinson on behalf of the Lubicon Lake Nation (theLubicon).

Attached Is a Communication Chronology that captures key meetings and conversations with theLublcon. 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, inMarch 2011 SRD Issued the Review of Consultation Adequacy (Approvals) based on Penn West'sconsultation activities. At that time, the Lublcon expressed no concerns with or objections to theseprojects, Additionally, project-specific Information Packages were provided to the Lublcon In July 2012and 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 outstandingconcerns 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 inthe Alberta's Pirst Nations Consultation on Land Management and Resource Development,November 14, 2007 (the Guidelines). The Guidelines state: "Although Proponents will berequired to follow specific consultation procedures, Alberta remains responsible far ensuring that

../2

Page 2 of 2performance of delegated consultation activities has been adequate. Alberta has the finaldecision-making authority In assessing the adequacy of consultation. Where approval is given tomove forward with a proposed project, Alberta has deemed consultation to have been adequate."

Alberta Sustainable Resource Development has confirmed the adequacy of our consultationefforts 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 tosolicit any project-specific concerns from the Lubicon, Please note, the surface locations for thewells 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'sprimary concerns have been related to contractor/vendor Issues and economic development opportunitiesthat are not specifically related to the proposed applications, Nonetheless, Penn West is committed toworking with the Lubicon Lake Nation, To that end, Penn West extended an invitation to Mr. GarrettTomlinson 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 thecommunity to fulfill SRD's requirements; rather Penn West proposed that this be a working-level meetingto focus strict►y on project-specific concerns related to these and other pending ERCB licenseapplications. Bruce Gladue from the ERCB was also Invited to potential meeting. As you will see from theattached correspondence, both parties are unable to come to an agreement on attendees, location oragenda, therefore Penn West remains unaware of any project-specific concerns that they may have withrespect to the above noted applications,

Penn West has made every reasonable effort to understand the objections that were submitted to theERCB by Mr. Tomlinson on behalf of the Lublcon Lake Nation to determine if there are any outstandingIssues under the ERCB's jurisdiction. In the absence of any tangible, project-specific concems and withSRD's confirmation that Penn West's consultation was adequate and complete, Penn West respectfullyrequests that the Lublcon Lake Nation's objections be dismissed and the above referenced applicationsbe 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

(27-4,-Chris SillitoSenior Landman, Slave Point

Encl.

Cc: Garrett TomlinsonLubicon Lake Nation

PINN WEST tXPLORATION

Lubioou Lulus Notion CongoItnt(on Chronology August 3, 2012 OhjoetIons

Lubloon LaIto NotionP,O, Box 6731Panay River, Albertn, TUB 18$Contact: Mr, Carroll Tomlinson

771.IS IS EXHIBIT ",...7IA HT .C1' i0 407 Ci!US' it Of

enithi\c,\Ace_.Sworn this

AD 20

ROBERT D. WOODElwrister and Solicitor

Pala of Centric( roe Does of COIllttet Nato

February 22, 2012 Mooting PW representative Handy brawls travolloti to Sawn to meet BernardOminnycl; 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 nodspeeding, Doug Anderson looltIa for earn also,

Multiple speeding infractions and stooping on sitowere recorded against the !wile services utilized byCoo Development Corp, Bernard's business,

lob, 27, 2012 Mooting bay Anne's dotivered the mossap thorn the safety department onClarrett Tomlinson driving inbcilons on PW roads, Carrell was ohoinformed that his noodle company is deficient In safety stondards, end willneed to ho fixed Immediately or N removed Prom sites,13ernard wide d100 IV& with Thane Jenson ASAP fans,rcit II'',

Mnroh 7,7012 In person l'W safety vfileer removed Buffalo Safety front Fenn West sites becametIto company did not moot the dead tuna for providing Q1'41,101111113,

._ .

2$ JIM 2012 1

PENN WEST EXPLORATION

bloonleo Nation Consult alien Chronology. August 3, 2012 Objections

Lableon Luke NationP.O. Box 6731Penn River, Alberta, TllS 185Contact: Mr, C3arrett Tonallason

Dote qf Cattier! 7),pe Details of Central Note

19,2012 Mootingi'W re presentekee Thane Jensen, Keith Loft, Cleorgo Bushnell,

JamesMarchNorria and Bondy Panels mot whit CPC In Little Buffnlo; tilsonssoddefloloney of Buffnlo Safety medlo standards, nod the need to ourrectthem boron ping bantams PW sires; mitirossed 17+ speeding InBactIonsby Buffalo Safety, Instituting the owner, Omen Tomlinson,Wattled CPC that they woos deficient In their vendor managementmulrometus) have not signed a Mostar SorvIee AgroenAtit, Wat wasdonetoni, COP, was ant completed oiler 2 yonrs orpessiting, All wouldneed to be addressed, na well Du may other Minicoy boforo working OrPW Again, In the Interim, nil will, in alignment with Its AboriginnlProem-meat Policy, potentially start working wish ell the tabor looalAborIgInni companies.Parrott indicated Ilmi tills Ma against Bernard's rogulations, and PW leplaying politics. Barnard will then want to alum onforoing 1)18 Treatynights sod doing site visits.PW rosponsol PlY 103 onougJi work for 011 Inca( companies, and PWWelcumaS CPC book when 11 meats all 0ondur nu. AVIA I

28, 2D12 MootingPW's l'hanalunson,"Jonios Norris and Ran 'y Dana $ moot with

CAC;MarchThey deliver PW motor raquirmants ihot ore required before CDC congo to work. Bernard Oininnynk clans PW is playing politics again byItirIng otbor Lubloon cornpnnlar, Romani claims blood will flow and 11will bo nil PV$ 411(1S,

Mny 29, 2012 Loiters PW's Aboriginal RP119109$ RoptosenInliva, Chris 81111to, receives 9Wings orpoiontial COMA AVM Lubleoo Lake Natio» from UreaTomlinson, the NatIon's In dually Linison regarding several PW projectsthat required Virst Notions ConsulIntion (INC).

These loners wore co'd to the 1111013, PW wain() nowconsider the Lubicon a Party of Interest for olithvOlOpMelits In the tublcon MO, regardless orAuthor locations require PNC or not,

No site specific concerns wore Identilled In Than16Itors,

25 Juno 2012 2

PENN WEST EXPLORATION

I,11)1~ Litlto Nation ConsnItntion elt rono1ogy • August 3, 2012 ObJeettons

Lubluou 1Alto NationP.0,11r»t 6731Ponoo Riv«, Albortn, TIIS 1 g5conlm: Mr. Cittrrett Tornlimon

Date nf C190,WPI 7}Te Dekreta' of Carilact Norr

Juno 3,2012•

Mone, Celt Plianc coil bom« PW's Suporyloor of Cmporato Aborlitlind A ffitirs,James Nordr, ond °arm TontlInson, Olmt( wquestod n uteorlog N stiltDontrod Ontinoynk,

Juno 8,2012 Moen% Moodng baisseen Bernrud OmInnynk utid a arrøit Touillmon of LublconL*01,1,110 ond kones Nords ond Pruco Cook of PW In [AIR Bande todisoms emneomn,

Sko» Lternord's company Is not worklort WIIII PW nt Ilro moment, duo toun11111111ed vendur requIroments,Bornard's team Is not oblo io undottokesilo ylslis (br consultation parposes us It Is bulldlug our sbs, Thcroforo,Jamos ond Remnrd tweed timt stlevisho Mil comten«, es soonnsposstblo10 adcireso possIbIo eoneents,

The mectIrds tocusod mora on nproaing dun skoelsits MIM necorsnry dim to the «mentolrentmumese botwoon PW Lind Croo poirolopmentCorporation, No concoms W01,3 nddrossed ot tidsmectInk.

August 3, 2012 Letter Penn West roceived Lyticr of Objootion front Lubleen 145to Nuborr No specIllo project concorns uroro mulllord In Iltolen« of objectIon, Responso leiter ond mcoling,request sant All MIM 74, 2012 (neo belme)

August 14, 2012 MectIng Metning 'mimen LLN loortoroli lp tind Tbane Jensen (Bonior ViceNøkk«) yr Penn wosi. nil r.p«t io our recent oppllootIons, PennWost Infortned Ilral ecry fm oppliont lans liwok, now knut, %1N1upplicatIous urc mostly about luemaning oxIsilua thollIty tspuolry apdiorro.lIconsInu io soar SpooldeatIons, No dlsousslon ensned obo«ootnntunity «innom nsseelmed tykk LLN's *dons,

August 14, 2012 Leder (livrett Tornilmon to Tinor Jonson sbout Mo August 14 ~dug, Lell«ImIlcutos Mat LIS Is anllatpnilnq Autlwr dIscussimi ['Mott( MoIr 0110tIOJIMIM MSOFIlltd vill litolr ment objectIons,

Tbc topIn ofslio concorno (tis per objootlims) orMIlewmp 10 {hinn celloonts \ VIM 110111101111n1IC4during dia tuctlou

Amp« 73,2012 Mone Cell Rulles Nords loft mosott° nt dm LLN ofileo for Omsult to «dl,

2,1 Juno 2012

PENN viEsT EXPLORATION

Lublcon Loire Natters Consult:It lon Chronology - August 3, 2012 Objections

Lubicon Lake NationP.0, Box 6731Peace River, Alberta, TM I S5Contact: Mr, ()omit Tornlittuon

DarTeT I Coutn0 iype Petaltr of dim, A'ora

August 23, 2012 Plione Cull 5los'n Wilder spoke to Gluten Tondln son, Curran salt' in site vls115would occur, us ha couidn't pay anyone, unill Penn West paid alloutstanding she visit Invoices. Nu feedback provided on )110 site,

Duo to ongoing lugal consIdenstlutts, Paint Westadvised LL14 by emnil on Ally 13, 2012 mid onAugust 21,2012 that Is was unable to process silovisit Invoices submitted lit the name of CreeDevelopment Corp. Penn West advised LIM loresubmit the Involeos In the name of 1,,LN and theInvolves would be processed, Na Invoices wornresubmitted,

August 21, 2012 Vann /Loner Chr10811tltocmoiledaleverrequestingauteetingwIlilQantitTamltosonand Tom Day on Whetter (Alcoa. bluets ()Witte front the 1311011 wasalso invited to this meeting, The mooting was proposed to bo rt workingmeeting to focus strictly on projeebspeolflo COMMA related to Lublcon'lAugust 3" letter of objection, The meeting Is proposed for September 5or 8cp1 6, 2012,

Penn West svas awaiting a response from Lubiconby Aiwa 29, 2012,

August 29,2012 8mull a nrratt TOMIIDAMI provided an entail response to Penn West's leiter ofAugust 24, 2012 regarding Aonn West's request for A meeting, Lubloondid 110 Milt 10 meal with Penn Wen under the conditfuns set forth in theforegoing letter,

P011111VCSI Is preparing o responso to hubleon.

August 30, 2012 Email / Letter Penn West provided an email that Included a letter responding to pitmenT011111115011 reiterating (Ito impatience of o meting et a nettlitil loeollonprior to proceeding with any Mum Chief and Council meetings, JamesNorrls will continuo 10 represent the interests a tPenn West's Aboriginall‘niallons Department,

l'unn West proposed meeting on Seplentbur 5, 2012or the week of September 10 dim 14, 2012 at aneutral location.

25 June 2012 4

PENN WEST EXPLORATION

Lubleon Leka Nrt Hon Consahen eronutogy. .• August 3, 2012 (»Jenflom

Lablcon raka Nationi3ox 6731

PMCV Kfm, Alberta, T88 185Contactl Mt', Oarrctt Tornlinson

Dann of Conrace TYP, Daune al enntarl Aale

September 0, 2012 Email Garreu TundInson provided on armdi response to Penn West's lottar ofAugust 30, 2012 tunnfing Penn WW s regasst for n mesting. Lublsonreireruted uttal they dld 'tot tunt to tuet with Penn West andar Ihnsondltions set forth lit tho forogoing letler ond thelr positlon ramvinsanchangsd.

.Pann West lt proparkte e responso to Lubloon,

September 11,2012 umoll Motter Penn West proeidser an null Mit n lottar rotpansflog to Ontrott'Pondneon Moleine Lobtean thai Penn West is untsble ta neeopt innetingconditions as noillned In Lubloon lag Ooled SoPt 012. Ourlinedprsvions inserings on 1,abloon lande whIslr Ineluded rantabore ofExeenein Toolth

Penn Want null brIleVe n smaller group ofIndielduals Mo svorkIng Insel ingeilne would bomora oftbetivo to disnus consulration nsues,koronln oommitted to Aridinne °bilestdonstognsdlne oonsultolion.

23 Juno 2012 e

"Vs. 1 •Calgary Cfflae Suite 1000, 250 5 Street SW, Calgary, Alberta, Canada 72P 0R4 Tel 403-297-8311 Fax 403-297-7336 www,erob.ca

ER ,,,rEnergy ResourcesConservation Board

VIA MAIL AND EMAIL

September 14, 2012

Chief Bernard Ominayak and Councilc/o Garrett TomlinsonLubicon Lake NationPO Box 6731Peace River, AB T8S 1S5

Dear Chief Ominayak:

Dear Mr, Tomlinson:

RE: APPLICATIONS NO, 1732370, 1732372,1732916, 1732921, 1732923, & 1732924PENN WEST PETROLEUM LTD,FOR LICENCES TO DRILL 10 CRUDESAWN LAKE FIELD

THIS IS EXHIBIT "referred to in the Affidavit of

Or\ icAr\eAk. Mcal,Nekck,c-,

d

'72 befor me this

A.D. 20"..a

A Commissioner for Oathsin and for the Provinoc of Alberta

00BERT D. WO D31rrister and Solicitor

1732848, 1732849, 1732851, 1732852,

OIL WELLS FROM 3 PAD SITES

marl: g,:aoltr:-: II- X10 ,E%00410 ,1732370 4-24-91-13W5M 4-23-91-13W5M1732372 4-13-91-13W5M

, ' '' 2 ; . , MOr ' C T': IRA)._ 1 , ' tOW1732848 5-30-88-11W5M 4-25-8.8-124-5M1732849 5-25-88-12W51v11732851 12-25-88-12W5M1732852 13-25-88-12W5M

a ,' IT ' ,10104 ATIN.'''' MI: ' V'' 11732916 8-25-88-11W5M 1-30-88-11W5M1732921 8-30-88-11W51vi1732923 9-30-88-11W5M1732924 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. TheBoard has also considered the subject applications, survey plans, participant involvementinformation, the Alberta Sustainable Resource Development's (now Alberta Environment andSustainable Resource Development) letters confirming the adequacy of consultation for theproposed pad sites dated April 13, 2012, April 26, 2012, and May 22, 2012, and the response ofPenn 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 initiatea hearing of the subject applications under subsection 26(2) of the Energy ResourcesConservation Act (ERCA),

Under subsection 26(2) of the ERCA, the Board must hold a hearing of an application if itappears to the Board that its decision on that application may directly and adversely affect therights of a person, The Court of Appeal of Alberta has indicated that to meet the test undersubsection 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 adverselyaffected by a Board decision, the LLN will be given an opportunity to present its concerns at ahearing before the ERCB, Who will make a decision on the application having regard to allevidence before it.

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, takinginto 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 expressedwith regard to impacts the proposed wells might have on LLN's aboriginal rights and traditionalland use in the project area. The LLN notes that the area of the proposed pad sites is home toanimals that continue to be hunted for food, income, and to some plants used for medicinal andceremonial purposes by the LLN and the proposed project would, therefore, infringe upon theLLN's rights, Furthermore, the LLN expressed concerns that the access road and padconstruction 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 thatappear to depict animal tracks and medicinal plants found in the proposed project area, The LLNalso expressed concern regarding signs located in the project area meant to warn citizens of thedangers presented by these sites, The LLN is of the view that these signs could cause concern toLubicon citizens to such an extent that they attempt to exercise their rights to hunting, trappingand gathering in other areas,

In its response letter dated July 20, 2012, Penn West stated that a review of Alberta LandStanding indicates that the lands under consideration are Crown lands and that it received thenecessary letters from the Alberta Environment and Sustainable Resource Development(formerly Alberta Sustainable Resource Development) confirming the adequacy of itsconsultation for the project, Penn West acknowledged the presence of mammals in all of theareas in which it operates, however stated that it follows existing regulations and is diligent inminimizing its long-terra impacts upon the ecology, Regarding the Sty-sagi-was and otherunidentified herbs referenced in the LLN letter, Penn West stated that the photographs appearedto be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listedas 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 requirementsfor every construction project for industrial development„

With regards to the presence of signage on its sites, it stated that are intended to wam the publicof potential dangers associated with industrial developments and it maintained that safety hasand always will be Penn West's greatest priority.

In deciding whether you or the LLN meet the test under subsection 26(2), the Board consideredthe 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 prima facieinfringement of aboriginal or treaty rights changed things. But the Board stillneeded some facts to go on. It is not compelled by this legislation to orderintervention and a hearing whenever anyone anywhere in Alberta merely asserts apossible aboriginal or treaty right, Some degree of location or connection betweenthe work proposed and the right asserted is reasonable. What degree is a questionof fact for the Board, (underlining added)

The concerns outlined in LLN's submissions with respect to impacts on the traditional land useby the LLN members in the area of the proposed project are general in nature. They refer to theexistence of certain animals, plants, and wetland areas as well as a concern over safety signage inor near the project area but do not provide information to indicate how the proposed wells mightspecifically and locally impact the LLN's members' use of or access to what are claimed astraditional lands so as to demonstrate a sufficient degree of location or connection between theactivity proposed in the subject applications and the rights asserted.

Based on the considerations above, the Board finds that approval of the proposed wells wouldnot have a direct and adverse effect on LLN's rights to its traditional land use, Therefore, basedon all the information before the Board and the fact that Penn West must comply with allapplicable ERCB regulations for the drilling and operation of the proposed wells, it does notappear that the LLN members have rights or interests that may be directly and adversely affectedby the approval of the subject applications, As a result, the LLN do not appear to have met thetest 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 applicablerequirements, the Board intends to approve the applications and issue the well licences,

The ERCA and ERCB Rules of Practice (Rules) provide mechanisms for and outline therequirements applicable to review and appeal of decisions made by the ERCB. Please refer tosections 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 SchaferManager, Business Operations and Development GroupApplications Branch

cc: Elaine Powell, Penn West (via e-mail)Chris Sillito, Penn.West (via e-mail)ERCB St, Albert Field Centre (via email)

r\b m, Energy Resources1.1 Conservation 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 Councilc/o Garrett TomlinsonLubicon Lake NationPO Box 6731Peace River, AB T8S 1S5

Dear Chief Ominayak:

Dear Mr. Tomlinson;

THIS IS EXHIBIT "referred to in the Affidavit of

4)(Ai \,C \ cCIAOZI•e-+

Swor e this

AD 20

A ormitis,:ioncv for Oathsin and for the Provime of AlbQrto

90BERT D WOODlaniater and Solicitor

RE: APPLICATIONS NO. 1739156 & 1739157 (14'OR1VLERLY 1731744 &1731748)(APPLICATIONS)APPLICATION BY PENN WEST PETROLEUM LTD. (PENN WEST)FOR AMENDMENTS TO TWO FACILITY LICENCESLOCATIONS: LSD 14.25-91-13W5M & 3.36-91-13W5MSAWN 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 flowdiagrams, participant involvement information, Alberta Sustainable Resource Development's(now Alberta Envirorunent and Sustainable Resource Development (AESRD)) letter confirmingthe adequacy of consultation for the Applications dated March 10, 2011, and the response ofPenn 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 applicationschedules. Penn West then resubmitted Applications No. 1739156 & 1739157 in replacementand your objection was linked to them,

For the reasons that follow, the Board has decided that the LLN has not met the test under theEnergy Resources Conservation Act (ERCA) that would entitle the LLN to a hearing of theApplications before the Board,

Under subsection 26(2) of the Energy Resources Conservation Act (ERCA), the Board must holda hearing of an application if it appears to the Board that its decision on that application maydirectly and adversely affect the rights of a person, The Court of Appeal of Alberta has indicatedthat 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 adverselyaffected by a Board decision, you will be given an opportunity to present concerns at a hearingbefore the ERCB, who will make a decision on the application having regard to all evidencebefore it.

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, takinginto 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 expressedwith regard to impacts the proposed facility amendments might have on LLN's aboriginal rightsand traditional land use in the project area, The LLN notes the sites are home to animals thatcontinue to be hunted for food, income, medicinal and ceremonial purposes. The sites proposedat 14-25-91-13W5M and 3-36-91-13W5M have herbs and plants that are commonly used by theLLN community. Furthermore, the LLN expressed concern regarding signs located in the areaof the project, stating that signs meant to warn citizens of the dangers presented by these sitescould cause concern to Lubicon citizens to such an extent that they attempt to exercise theirrights to hunting, trapping and gathering in other areas, The LLN letters further state the area ofthe proposed project is supportive of large mammal travel and that mammal tracks were noted inthe iminediate vicinity of the existing lease, Also, bone and fur fragments from Lynx/Bobcatdigestive processes were noted within close proximity from an apparent pool of contaminatedwater and a leaking chemical barrel was noted at the 14-25 lease site, which had no protectivemeasures in place to prevent the substance from spilling directly onto the ground. Lastly, theLLN expressed concerns with noise emanating from the operating pumpjacks, stating they can beheard 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 LandStanding has determined that the lands under consideration are Crown Lands and that it receivedthe necessary letters from Alberta Environment and Sustainable Resource Development(formerly Alberta Sustainable Resource Development) confirming the adequacy of itsconsultation for the project, Penn West acknowledged the presence of mammals in all of theareas in which it operates, and stated that it follows existing regulations and is diligent inminimizing its long-term impacts upon the ecology. Regarding the Sty-sagi-was and otherunidentified herbs referenced in the LLN letter, Penn West stated that the photographs appearedto be of High Bluebells found throughout Northern Alberta in the boreal forest that are not listedas endangered species.

Penn West acknowledged a stain at the 14-25 lease and noted that it proactively reported it to theERCB, 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 ofpotential dangers associated with industrial developments. It maintained that public, contractorand 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 jackoperations 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 consideredthe 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 facieinfringement of aboriginal or treaty rights changed things. But the Board stillneeded some facts to go on. It is not compelled by this legislation to orderintervention and a hearing whenever anyone anywhere in Alberta merely asserts apossible aboriginal or treaty right. Some degree of location or connection betweenthe work proposed and the right asserted is reasonable. What degree is a questionof fact for the Board, (underlining added)

The Board notes that the applications in question pertain to.arnenclments to the license forexisting 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 useby the LLN members in the area of the existing facilities provide information regarding animalsand plants that may be in the area, and observations of the surrounding area. They donot provideinformation on how the proposed changes to the facility licences might specifically and locallyimpact the LLN's members' use of or access to traditional lands so as to demonstrate a sufficientdegree of location or connection between the activity proposed in the subject applications and therights asserted.

Based on the considerations above, the Board finds the approval of the proposed licenceamendments would not have a direct and adverse effect on LLN's rights to its traditional landuse, Based on the information before the Board and the fact that Penn West must comply with allapplicable ERCB regulations for the operation of the facilities, it does not appear that the LLNmembers have rights or interests that may be directly and adversely affected by the approval ofthe subject applications. As a result, the LLN do not appear to have met the test to initiate ahearing of the applications pursuant to subsection 26(2) of the ERCA.

Based on the above, and following confirmation that the subject applications meet all applicablerequirements, the Board intends to approve the applications and issue the well licences,

The Energy Resources Conservation Act (ERCA) and ERCB Rules of Practice (Rules) providemechanisms for and outline the requirements applicable to review and appeal of decisions madeby 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 SchaferManager, Business Operations and Development GroupApplications 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 & AssociesAV OCATS

THIS IS EXHIBIT " referred to in the Affidavit of

,,

cy\ (1-0exag,SWOrn me this1155, RUE UNIVERSITY, BUREAU 1007, MONTRItAL (QUEBEC) H35 3A7

TM,tPHONE (514) 871.8117 • Ta,ECOPIEUR (51.4) 8'71-9177 d .A.D. 2O k 2.'Jnmeti.oieillyC41 orussocien•cu

Email: murray.nunnsAbennwest.comSeptember 20, 2012

Penn West Petroleum Ltd,Suite 200, Penn West Plaza207 — 91h Avenue SWCalgary, AlbertaT2P 1K3

Commissioner for Oathsin and kbr.the

James RWALIY0,0600prrneBavisteVonmepl.

Society or AI hert

Attention: Murray Nunns,President and CEO

Re: Proposed Projects of Penn West PetroleurnLtd. irr Lubicon Lake CreeNation Traditional Lands

Dear Sirs:

We act on behalf of the Lubicon Lake Nation and Chief Bernard Ominayak. TheLubicon Lake Nation has aboriginal rights-and asserts jurisdiction over substantial areasof land In northern Alberta containing in excess of 8,600 square miles, This areaincludes all of the areas in and around Haig Lake, in which Penn West Petroleum 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 alldevelopment projects in the Nation's traditional territory.

The issue .of the rights of the Lubicon Lake Nation has been the object of seriouscontroversy In Canada and internationally for over 70 years. In 1988, the Lubicon LakeNation was a party to the Grimshaw Accord, which contemplated the setting aside ofland in and around Haig Lake, as one of the three(3) Reserves for the Lubicon LakeNation.

The proposed drilling and other activities of your company will not only interferewith the rights and jurisdiction of the Lubicon Lake Nation, but will seriously jeopardizethe use by the Lubicon Lake Nation and Its people of its traditional territory and causeirreparable damage to the Lubicon Lake Nation.

We have been informed that the ERCB, by letter of September 14, 2012, haspurported to approve applications by Penn West Petroleum Ltd. for amendments to twofacility licenses and licenses to drill ten crude oil wells In the Sawn Lake Field, In theimmediate area of the proposed Lubicon Reserve at Haig Lake.

Penn West Petroleum Lto,September 20, 2012Page 2

Any such authorization of the ERCB remains subject to the full and direct consentof the Lublcon Lake Nation, which consent has not been given.

The present is therefore to advise you that failing the authorization and consentof the Lubicon Lake Nation respecting any of the activities and projects of your companyin 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 projectsand 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)

t,„(yekine_ r/fit G'i,. A ''"iiat-ei ,

(:'-el e,

ennWestExplorationSuite 200, Penn West Plaza207 — 9th Avenue SWCalgary, Alberta, Canada T2P 1K3

403377.2500 lel403.777,2699 taxwww,pennwest.com

September 27, 2012

Via Email (james.oreillyorassocies.ca)

O'Reilly & Associes1155 Rue University, Bureau '1007Montreal, QC H3B 3A7

Attention: James O'Reilly

Keith LuftGeneral Counsel & Senior Vice President,

Stakeholder RelationsPhone: (403) 218-8721

Fax: (403) 539-6980keith,luftAPennwestoom

THIS IS EXHIBIT " referred to in the Affidavit of •

re this \\

A D 2O\

A Comm i s ionet. for Oathsin and for the Province of Alberta

ROBERT D. WOOD-Barrister end Solicitor

Re: Penn West Petroleum Ltd. ("Penn West") / Lubicon Lake Cree Nation("Lubicon")

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) withLubioon, 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 inyour letter, and otherwise. Furthermore, we remain willing to continue discussions withLubioon leadership or its members, either with regard to specific projects or more generally.

Yours truly,

PENN WES PETROL M.

L)1eitGen a ounsel & Sent() Vick, President,Stak alder Relations

li

1098280

Penn West Exploration Is a registered trade name of Penn West Petroleum Ltd,

IfERCBEnergy ResourcesConservation Board WELL LICENCE

Licence No. 0454377

Well Name PENN WEST HZ SAWN LK 3-24-91-13

Licensee PENN WEST PETROLEUM LTD.

Well Type PRODUCTION

THIS IS EXHIBITreferred to in the Allia'avit of

Substance Name Formation Name SavorCRUDE OIL SLAVE POINT FM

SurfaceLocation LSD 03-25-091-13 VV5M

SurfaceCo-ordinates 200,0 metres North 412,5 metres East

7e this we

\2.e,Z,..,,4 .1). 20

A C01117Tlic...ner for Oatlisin and for the P:•' ir,e of Ai

ROBERT D. WOODand Solicitor

(As measured or calculated from the exterior boundaries of the quarter section)

Unique ID 100/03-24-091-13W5/0

Field SAWN LAKE

)heeConfidentialStatus OUT(C)

Field Centre ST, ALBERT

(Ph. (780) 460-3800)

EmergencyPlanning Zone 0.19 km

Surface Rights ALBERTA CROWN

Mineral Rights ALBERTA CROWN

Projected Depth 3300 metres

Terminating Zone SLAVE POINT FM

Ground Elevation 766.6 metres

Number of occupied dwellings, public facilities, and/or places of business inside the EPZ 0

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 Energy ResourcesConservation Board WELL LICENCE

Licence No. 0454404

Well Name PENN WEST HZ SAWN LK 4-24-91-13

Licensee PENN WEST PETROLEUM LTD,

Well Type PRODUCTION

Substance NameCRUDE OIL

Formation NameSLAVE POINT FM

SurfaceLSD 04-25-091-13 W5MLocation

SurfaceCo-ordinates 200.0 metres North 397,5 metres East

THIS 1,3 EXHIBIT ", š ft

referly.,d to in the Affidavit of

..M.i.-CSagAk.-na Ca-1304e-,

Swot• . y; me this,

do cir AD 20

A Coul::ti s!..ioixt for Oathsut E d for the Provin,T of Al heritt

ROBERT D. WOOD3nrrister and Solicitor

(As measured or calculated from the exterior boundaries of the quarter section)

Unique ID 100/04-24-091-13W5/0 Surface Rights ALBERTA CROWN

Field SAWN LAKE Mineral Rights ALBERTA CROWN

Projected Depth 3300 metresThee /

'ConfidentialStatus OUT(C)

Field Centre ST. ALBERT Terminating Zone SLAVE POINT FM

(Ph, (780) 460-3800) Ground Elevation 758,6 metres

EmergencyPlanning Zone 0,19 km

Number of occupied dwellings, public facilities, and/or places of business Inside the EPZ 0

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

LIEF? Energy ResourcesConservation Board

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 TomlinsonLubicon Lake NationPO Box 6731Peace River, AB T8S 155

Dear Sirs:

RE: PENN WEST PETROLEUM LTD.

THIS IS EXHIBIT "referred to in the: Allic4,4vit of

,_,MIrj61,ALt„i\jacils

Swopn nre this 11

da \'~ A D 20

PROPOSED FACILITIES FACILITY AMENDMENTS & WELLS

A COMInizI:JL:ia for Oinksin laid for the Proviv.iqAdori.a

*Pir-IEP7 '"uer and

Solicitor

APPLICATION NO. LOCATION H2S CONTENT

1739456 09.12-088-12W5M (FACILITY) 0,057 %

1739457 12.19.088-11W5M(FACILITY AMENDMENT)

0.057 %

1739467 05.06-088-11W5M(FACILITY AMENDMENT)

0.057 %

1739468 13-31-087-11W 5M(FACILITY AMENDMENT)

0.057 %

1739732 SURFACE LOCATION03-15-091-13W 5M;BOTTOMHOLE03-24-091.13W 5M (WELL)

1.18 %

1739739 SURFACE LOCATION04.25-091-13W5M;BOTTOMHOLE04.24-091-13W5M (WELL)

1.18 %

1739938 SURFACE LOCATION14-25-091.13W 5M;BOTTOMHOLE14.36-091-13W5M (WELL)

1.18 %

1739942 SURFACE LOCATION14-25-091-13W 5M;BOTTOMHOLE15.36-091-13WSM (WELL)

1.18 %

1739945 SURFACE LOCATION14-25-091.13W5M;BOTTOMHOLE16-36-091.13W5M (WELL)

1.18 %

1740166 13-10-089.11W5M(FACILITY)

0.00 %

1740170 09.21-089-11W5M(FACILITY)

0,00 %

1740502 10-32.087-12W5M(FACILITY AMENDMENT)

0.057 %

Page 2

1740963 SURFACE LOCATION12-26.088-12W5M;BOTTOMHOLE13-27.088-12W5M (WELL)

0.05 %

1740973 SURFACE LOCATION12-26-088-12W 5M;BOTTOMHOLE05.27-088-12W5M (WELL)

0,05 %

1740978 • SURFACE LOCATION12.26-088-12W5M;BOTTOMHOLE04.27-088-12W5M (WELL)

0.05 %

1741113 SURFACE LOCATION12-26-088-12W 5M;BOTTOMHOLE12.27-088-12W5M (WELL)

0.05 %

1741213 SURFACE LOCATION01.14-091-13W5M;BOTTOMHOLE01-11.091-13W5M (WELL)

1.18 %

1741250 SURFACE LOCATION01.14-091-13W5M;BOTTOMHOLE04.12-091-13W5M (WELL)

1.18 %

1742885 10.07-091-12W5M(FACILITY AMENDMENT)

0.90 %

(Collectively the 'Applications")

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 ahearing 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 itappears to the Board that its decision on that application may directly and adversely affect therights of a person. The Court of Appeal of Alberta has indicated that to meet the test undersubsection 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 adverselyaffected by a Board decision, you will be given an opportunity to present your concerns at ahearing before the ERCB, who will make a decision on the application having regard to allevidence before it.

Page 3

The Board decides whether the test under subsection 26(2) is met on a case-by-case basis, takinginto account the specific facts and circumstances of each application and any objections 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 prima facieinfringement of aboriginal or treaty rights changed things, But the Board stillneeded some facts to go on. It is not compelled by this legislation to orderintervention and a hearing whenever anyone anywhere in Alberta merely asserts apossible aboriginal or treaty right. Some degree 9f location or connection betweenthe work proposed and the right asserted is reasonable, What degree is a questionof fact for the Board. (underlining added)

In your letters, you state that Penn West has failed to consult arid that the project may "raisespecific concerns related to the Traditional Land Use by Lubicon citizens in the area of theproposed project".

With regard to your statement that Penn West has failed to consult, the Board notes that PennWest responded directly to you in a letter dated August 24, 2012, In the letter, PennWestoutlined its attempts to consult with the LLN, and provided a suggestion with respect to furthermeetings. 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 withthe 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 orinterests 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 theApplications under subsection 26(2) of the ERCA, As such, following confirmation that theApplications meet the Board's regulatory requirements, the Board intends to approve theApplications and issue the licences.

The Board Is aware that Penn West and the LLN have recently reached an agreement withrespect 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 ofPractice (Rules) provide mechanisms for and outline the requirements applicable to review andappeal of decisions made by the ERCB. Please refer to sections 39, 40, and 41 of the ERCA andsection 48 of the Rules.

If you have any questions, please contact David Miles at 403-297-3582.

Page 4

Yours truly,

Kim ClaytoifManager, Facilities Applications GroupApplications 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)

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From: Nicole Braun (SRD) [Mallto:Nicole.Braun@gov.ab.ca] LigitilaarSent: Monday, February 25, 200 3:17 PMTo: SRD,FNConsultLands-EDS.MCo: Kurt Borzel; Dion Lawrence; Aaron Davydiuk; Angela Green; Dennis Leask; Heather White; Jan Simonson; JennicaGoulet; 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; ShilpaMaracleSubject: 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 Canadaand Alberta recognize the election of Mr, Billy Joe Laboucan as Chief. Chief and Council have requested that Albertarefer to them as the Lubicon Lake Band. On February 21, 2013 the new Chief and Council signed a Band Councilresolution directing a consultation contact, This information became effective on Friday February 22, 2013 when theinformation was updated to the Aboriginal Relations website httb://www.aborlqinal.alberta.ca/576.cfm, The following Isthe new consultation contact information for the Lubicon Lake Band,

Lubicon Lake BandWayne AugerBox 1351St, Isidore, ABTOH 3B0780-219-5662

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 previousinterim directive) you are directed to provide the project notification package to Mr, Auger and to explain to him thatconsultation is active and ongoing (having begun under the previous directive with the previous consultation contact) andto 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 nolonger 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, RPFTTeam LeadFirst Nations Consultation Approvals Unit780-778-7174

This email and any files transmitted with it are confidential and intended solely for the use of the individual orentity 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 thenamed 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 andisintended 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 uponthisinformation by persons or entities other than the intended recipient is prohibited. Ifyoureceived this in error, please contact the sender immediately and delete it and allattachmentsfrom your computer.

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OBERT D. wBarrisker and Sacitor

Government of Alberta ■Aboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 1 of 6

Modified: February 22, 2013

Athabasca Chipewyan First Nation [Updated Decembers, 2012]Doreen SomersA/Director 220 Taiganova CrescentACFN Industry Relations Fort McMurray, ABCorporation T9K OT4

Office: 780-791-3311Cell: n/aFax: 780-791-3632Email: doreen.somersAacfn.com

Beaver First Nation [Updated September, 2011]James KellyConsultation ConsultantBeaver First Nation

12314 —103 StreetEdmonton, ABT5G 2K3

Office: 780-222-4916Cell: n/aFax: n/aEmail: n/a

Bigstone Cree Nation [Updated September 26, 2012]Cheryl MoberlyManagerGovernment and IndustryRelations

PO Box 1710Wabasca, ABTOG 2K0

Office: 780-891-3836Cell: n/aFax: n/aEmail: Cheryl,moberly@bigstone,ca

Chipewyan Prairie First Nation [Updated November 23, 2012]Shaun JanvierDirectorChipewyan Prairie IndustryRelations CorporationCell: 780-881-9206Email: directorcpirc,ca

205, 10020 Franklin Ave,Fort McMurray, ABT9H 2K6Phone: 780-715-3401Fax: 780-715-3463

cc: Stacey MouilleEnvironmental CoordinatorChipewyan Prairie Industry RelationsCorporationCell: 780-404-6226Email: environment(cpirc.ca

cc: Chris Heavy ShieldSpecial ProjectsChipewyan Prairie Industry RelationsCorporationCell: 780-404-6433Email: 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,

Government of Alberta ■Aboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 2 of 6

Dene Tha' First Nation [Updated December 12, 2012]Baptiste MetchooyeahConsultation CoordinatorDene Tha' First Nation

PO Box 120Chateh, ABTOH OSO

Office: 780-321-3775Cell: n/aFax: 780-321-3886Email: Baptiste,Metchooyea hCadenetha,ca

Driftpile First Nation [Updated January 9, 2013]Danny BelleroseConsultation LiaisonDriftpile First Nation

PO Box 30Driftpile, ABTOG OVO

NOTE: Address all registered mail to First Nation.

Office: n/aCell: 780-507-1511Fax: 780-355-3650Email: dannvbellerosedmail,com

Duncan's First Nation [Updated November 13, 2012]Conroy SewepagahamConsultation OfficerDuncan's First Nation

PO Box 148Brownvale, ABTOH 1Z0

Office: 780-597-3777Cell: n/aFax: 780-597-3920Email: csewepadahamsis.net

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to government consultation & initiatives:Karla BuffaloFort McKay First Nation PO Box 5360

Fort McMurray, ABT9H 3G4

Office: 780-828-2480Cell: 780-715-8113Fax: 780-828-4086Email: kbuffalopfortmckay,com

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires an SRDMargaret LukerFort McKay First Nation PO Box 5360

Fort McMurray, ABT9H 3G4

Office: 780-828-2480Cell: 780-881-3731Fax: 780-828-4086Email: mlukergfortmckay,com

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing,

Government of Alberta aAboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 3 of 6

Fort IVcKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires EPEA,Water Act approval or Waste Licence:

Daniel StucklessFort McKay First Nation PO Box 5360

Fort McMurray, ABT9H 3G4

Office: 780-828-2480Cell: 780-370-6177Fax: 780-828-4086Email: dstucklessAfortmckay.com

Fort McMurray #468 First Nation [Updated November 19, 2012]Kyle GladueGovernment & Regulatory PO Box 6130Affairs Coordinator Fort McMurray, ABFort McMurray #468 First T9H 4W1Nation IRC

Office: 780-334-2293Cell: 780-370-4449Fax: 780-334-2457Email: irc.ciov,IlaisonAfrnfn468,com

Horse Lake First Nation [Updated January 23, 2013]Chief and Council

Box 303Hythe, ABTOH 2C0

Office: 780-356-2248Cell: n/aFax: 780-356-3666Email: n/aWebsite: n/a

Kapawe'no First Nation [Updated February 5, 2012]Michelle KnibbFirst Nation LiaisonKapawe'no First Nation

PO Box 10 Office: 1-800-443-2044Grouard, AB Cell: 780-523-6366TOG 1C0 Fax: 780-800-6998

Email: michelleknibbgmail.com

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 SewepagahamDirector/Consultation PO Box 30Coordinator John D'or Prairie, ABLittle Red River Cree Nation TOH 3X0

Office: 780.759-3912Cell: n/aFax: 780-759-3780Email:ha rvev.sewepag ahamal ittlered riverforestry, ca

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing,

Government of Alberta •Aboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 4 of 6

Loon River First Nation [Updated February 8, 2013]Eva Whitehead and StaffManager PO Box 189Loon River First Nation Red Earth Creek, ABConsultation Unit TOG 1X0

Office: 780-649-2211Cell: 780-649-4213Fax: 780-649-3873Email: tlusaloonriver,ab.ca

Lubicon Lake Band [Updated February 22, 2013]Wayne Auger

Lubicon Lake BandPO Box 1351St, Isidore, ABTOH 3B0

Office: 780-219-5662Cell: n/aFax: n/aEmail: n/a

Mikisew Cree First Nation [Updated October 18, 2012] — For Consultation related to resource development requiring anapplication to SRD,

Linda AidnellLand Use CoordinatorGovernment and IndustryRelations

206, 9401 Franklin Ave,Fort McMurray, ABT9H 3Z7

Office: 780-714-6500, Ext, 222Cell: n/aFax: 780-715-4098Email: 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'BrienRegulatory Affairs CoordinatorGovernment and IndustryRelations

206, 9401 Franklin Ave.Fort McMurray, ABT9H 3Z7

Office: 780-714-6500, Ext. 222Cell: n/aFax: 780-715-4098Email: Cathleen,obrienAmcfngirca

Mikisew Cree First Nation [Updated October 18, 2012] — For Consultation related to government consultation for all other policyand/or regulation matters,

Sebastian FeketeGovernment LiaisonGovernment and. Industry Relations

206, 9401 Franklin Ave,Fort McMurray, ABT9H 3Z7

Office: 780-714-6500, Ext, 222Cell: n/aFax: 780-715-4098Email: sebastien.feketeamcfngirca

Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing.

Government of Alberta ■Aboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 5 of 6

Peerless Trout First Nation #478 [Updated January 11, 2013]Doreen SeeseequonConsultation CoordinatorPeerless Trout First Nation

PO Box 128Peerless Lake, ABTOG 2W0

Office: 780-869-3985Cell: n/aFax: 780-869-3986Email: doreen,seeseeduonptfn.net

Sawridge First Nation [Updated December 7, 2012]Winona TwinLiaison PO Box 326 Office: 780-849-4249Sawridge First Nation Slave Lake, AB Cell: 780-843-6917

TOG 2A0 Fax: n/aEmail: 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]ChiefSmith's Landing First Nation PO Box 1470

Fort Smith, NWTXOE OPO

Office: 867-872-4950Cell: n/aFax: 867-872-5154Email: n/a

Sturgeon Lake Cree Nation [Updated October 15, 2012]Curtis MitchellConsultation CoordinatorSturgeon Lake Cree NationPO Box 757Valleyview, ABTOH 3N0Cell: 780-524-7471Email: n/a

AND

Office: 780-524-3307Fax: 780-524-2711

Alfred Goodswimmer

PO Box 757Valleyview, ABTOH 3N0Cell: 780-552-3452Email: n/a

Please contact Aboriginal Relations at 780.6444945 with any concerns, inconsistencies or errors related to this listing,

Government of Alberta isAboriginal Relations

Treaty 8 First Nation Consultation Contacts

Page 6 of 6

Sucker Creek First Nation !Updated September 26, 2012]Clayton CuninghamDirector of ConsultationSucker Creek First Nation

PO Box 65Enilda, ABTOG OWO

Office: 780-523-4426Cell: n/aFax: n/aEmail: n/a

Swan River First Nation [Updated November 30, 2011]Darryel SowanSwan River First Nation PO Box 270

Kinuso, ABTOG 1K0

Office: 780-775-3536Cell: 780-843-9351Fax: 780-775-3796Email: n/a

Tallcree First Nation [Updated November 14, 2012]Clinton LaboucanConsultation ManagerTallcree First Nation

PO Box 100Fort Vermillion, ABTOH 1NO

Office: 780-927-4111Cell: n/aFax: 780-927-4375Email: n/a

Whitefish Lake First Nation [Updated September 26, 2012]Darren AugerConsultation CoordinatorWhitefish Lake First Nation

PO Box 255Atikameg, ABTOG OCO

Office: 780-767-2658Cell: 780-805-0953Fax: 780-767-2962Email: ddauder73@live.ca

Woodland Cree First Nation [Updated January 29, 2012]Chief and Council

General DeliveryCadotte Lake, ABTOH ONO

Office: 780-629-3803Cell: n/aFax: 780-629-3898Email: 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 numberor email,

Please contact Aboriginal Relations at 780.644-4945 with any concerns, inconsistencies or errors related to this listing,

„...kki.e/rba JR Glover n rn e n I;

Treaty 8 First Nation Consultation Contacts

Pagel of 6

Modified: November 7, 2013

Athabasca Chipewyan First Nation [Updated December 5, 2012]Doreen SomersA/Director 220 Taiganova CrescentACFN Industry Relations Fort McMurray, ABCorporation T9K OT4

Office: 780-791-3311Cell: n/aFax: 780-791-3632Email: doreen.somersAacfn,com

Beaver First Nation [Updated April 6, 2013]Kieran BroderickBeaver First Nation Box 270

High Level, ABTOH 1Z0

Office: n/aCell: 250-793-4595Fax: 780-927-4064Email:Kieran, Broderick(abeaverfirstnation.pb.ca

Bigstone Cree Nation [September 7, 2013]Melvin BeaverDirectorGovernment and IndustryRelations

PO Box 1710Wabasca, ABTOG 2K0

Office: 780-891-3836 ext. 290Cell: 780-953-2099Fax: 780-891-2136Email: melvin.beaverabidstone.ca

Chipewyan Prairie First Nation [Updated September 17, 2013]Shaun JanvierDirectorChipewyan PrairieIndustry RelationsCorporationCell: 780-881-9206Email: directorncPirc.ca

cc: Stacey MouilleEnvironmental CoordinatorChipewyan Prairie Industry RelationsCorporationCell: 780-404-6226Email: environmentcpirc,ca

205, 10020 Franklin Ave, cc: Chris Heavy ShieldFort McMurray, AB Special ProjectsT9H 2K6 Chipewyan Prairie Industry RelationsPhone: 780-715-3401 CorporationFax: 780-715-3463 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 toShaun Janvier. There is no need to provide hard copies to Linda, Stacey or Chris.

cc: Linda AidnellRegulatory and ConsultationCoordinatorChipewyan Prairie IndustryRelations CorporationCell: 780-215-7105Email: linda,aidnellAqpirc,ca

Please contact Aboriginal Relations at 780-644.4945 with any concerns, Inconsistencies or errors related to this listing.

Government

Treaty 8 First Nation Consultation Contacts

Page 2 of 6

Dene Tha' First Nation [Updated September 12, 2013]Baptiste MetchooyeahConsultation ManagerDene Tha' First NationOffice: 780-321-3774Cell: 780-841-8933Email:Baptiste. M etchooyeaheden etha. ca

PO Box 120Chateh, ABTOH OSOFax: 780-321-3886

cc: (Alternate) Thomas AhkimnachieField Consultation CoordinatorOffice: 780-321-3775Cell: 780-841-3757Email: Thomas,Ahkimnachiendenetha.ca

Driftpile First Nation [Updated July 18, 2013]Danny BelleroseConsultation LiaisonDriftpile First NationCell: 780-507-1511Email:dannybellerose©cimaikcom

AND

PO Box 30Driftpile, ABTOG OVOFax: 780-355-3650

NOTE: Address all registered mail to First Nation,

Ruthy DegnerDriftpile Consultation AssistantDriftpile First NationOffice: 780-355-3868Cell: 780-536-8458Email: consultations driftpilecreenation.com

Duncan's First Nation [Updated November 13, 2012]Conroy SewepagahamConsultation OfficerDuncan's First Nation

PO Box 148Brownvale, ABTOH 1Z0

Office: 780-597-3777Cell: nfaFax: 780-597-3920Email: csewepaciahamPsis.net

Fort McKay First Nation [Updated December 7, 2012] —Karla BuffaloFort McKay First Nation PO Box 5360

Fort McMurray, ABT9H 3G4

For consultation related to government consultation & initiatives:

Office: 780-828-2480Cell: 780-715-8113Fax: 780-828-4086Email: kbuffalonfortmckay.com

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires an SRDapplication:Margaret LukerFort McKay First Nation

PO Box 5360Fort McMurray, ABT9H 3G4

Office: 780-828-2480Cell: 780-881-3731Fax: 780-828-4086Email: mlukerAfortmckav,com

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing.

C3over nrnent

Treaty 8 First Nation Consultation Contacts

Page 3 of 6

Fort McKay First Nation [Updated December 7, 2012] — For consultation related to resource development that requires EPEA,Water Act approval or Waste Licence:

Daniel StuckletsFort McKay First Nation PO Box 5360

Fort McMurray, ABT9H 304

Office: 780-828-2480Cell: 780-370-6177Fax: 780-828-4086Email: dstucklessaJortmokay.com

Fort McMurray #468 First Nation [Updated October 11, 2013]Harry CheechamLand Use Manager PO Box 6130Fort McMurray #468 First Fort McMurray, ABNation IRC T9H 4W1

Office: 780-334-2400Cell: 780-880-2937Fax: 780-334-2015Email: irc,environmental(&,fmfn468.com

Horse Lake First Nation [Updated November 7, 2013]Barry HochsteinPresidentHLFN Industry RelationsCorporationCell: 780-933-6503Email: bhochsteinahlfniro.com

PO Box 18Hythe, ABTOH 200Office: 780-356-2472Fax: n/a

cc: Katherine HorsemanEmail: 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 KnibbFirst Nation LiaisonKapawe'no First Nation

PO Box 10 Office: 1-800-443-2044Grouard, AB Cell: 780-523-6366TOG 1C0 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 SewepagahamDirector/Consultation PO Box 30Coordinator John D'or Prairie, ABLittle Red River Cree Nation TOH 3X0

Office: 780-759-3912Cell: n/aFax: 780-759-3780Emalkharvey.sewepagahamAlittleredriverforestry.ca

Please contact Aboriginal Relations at 780-644-4945 with any concerns, inconsistencies or errors related to this listing,

b. ji Government

Treaty 8 First Nation Consultation Contacts

Page 4 of 6

Loon River First Nation [Updated February 8, 2013]Eva Whitehead and StaffManager PO Box 189Loon River First Nation Red Earth Creek, ABConsultation Unit TOG 1X0

Office: 780-649-2211Cell: 780-649-4213Fax: 780-649-3873Email: tlusAloonriver.ab,oa

Lubicon Lake Band [Updated October 18, 2013]Wayne AugerConsultation ManagerLubicon Lake Band

PO Box 1351St. Isidore, ABTOH 3B0

Office: 780-629-2356Cell: 780-219-5662Fax: 780-629-2473Email: w auger(hotmail.com

Mikisew Cree First Nation [Updated September 7, 2013]Melanie DeneConsultation Coordinator 206, 9401 Franklin Ave.Government and Industry Fort McMurray, ABRelations T9H 3Z7

Office: 780-714-6500, Ext. 506Cell: n/aFax: 780-715-4098Email: consultationmcfnpirca

Peerless Trout First Nation #478 [Updated August 30, 2013]Doreen SeeseequonConsultation CoordinatorPeerless Trout First Nation

PO Box 128Peerless Lake, ABTOG 2W0

Office: 780-869-3985Cell: 780-649-0545Fax: 780-869-3986Email: doreen.seeseequonAptfn.net

Sawridge First Nation [Updated December 7, 2012]Winona TwinLiaison PO Box 326Sawridge First Nation Slave Lake, AB

TOG 2A0

Office: 780-849-4249Cell: 780-843-6917Fax: n/aEmail: 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,

e/rbk .;overnment

Treaty 8 First Nation Consultation Contacts

Page 5 of 6

Smith's Landing First Nation [Updated August 14, 2013]Chief Andrew WanderingSpirit PO Box 1470 cc: Jeff DixonSmith's Landing First Nation Fort Smith, NT Lands & Resource CoordinatorEmail: chieMslfn196.com XOE OPO

Office: 867-872-4950 Lorraine MacDonaldFax: 867-872-5154 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 GoodswimmerConsultation ManagerSturgeon Lake Cree Nation

PO Box 757Valleyview, ABTOH 3N0

Office: 780-524-3307Cell: 780-524-6766Fax: 780-524-2711Email: 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 CunninghamDirector of ConsultationSucker Creek First Nation

Box 65Enilda, ABTOG OWO

Office: 780-523-4426Cell: n/aFax: n/aEmail: n/a

Swan River First Nation [Updated November 30, 2011]Darryel SowanSwan River First Nation PO Box 270

Kinuso, ABTOG 1K0

Office: 780-775-3536Cell: 780-843-6333Fax: 780-775-3796Email: n/a

Tallcree First Nation [Updated August 30, 2013]Mike CardinalInterim Consultation ManagerTallcree First Nation

Box 100Fort Vermilion, ABTOH 1NO

Office: 780-927-4111Cell: n/aFax: 780-927-4375Email: n/a

Please contact Aboriginal Relations at 780.644-4945 with any concerns, Inconsistencies or errors related to this listing,

,,M9R4/1-A Goverrirrent

Treaty 8 First Nation Consultation Contacts

Page 6 of 6

Whitefish Lake First Nation [Updated April 10, 2013]Darren AugerConsultation CoordinatorWhitefish Lake First Nation

PO Box 255Atikameg, ABTOG OCO

Office: 780-767-2658Cell: 780-516-2730Fax 780-767-2962Email: ddauger731ive.ca

Woodland Cree First Nation [Updated March 26, 2013)Isaac Laboucan-AviromCouncillorLands & ConsultationEmail:Isaac@woodlandcree.net

General DeliveryCadotte Lake, ABTOH ONOPhone: 780-629-3803Fax: 780-629-3898

cc: Lawrence LamoucheEmail: 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 numberor email.

Please contact Aboriginal Relations at 780-644-4945 with any concerns, Inconsistencies or errors related to this listing,

VIA EMAIL

April 2, 2013

Penn West ExplorationAttn: David Middleton — Executive Vice PresidentSuite 200, Penn West Plaza207 - 9th Avenue SWCalgary, Alberta T2P 1K3Telephone: (403) 777-2500David,Middleton@Pennwest,com

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ROBERT .D. WOODElahristor and Solicitor

RE: 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 landswithin Lubicon jurisdiction known as 'the Teardrop'. The government of the Lubicon Lake Nation hasmade extensive efforts to find mutually respectful ways to allow responsible development to occur onour lands despite the ongoing Jurisdictional concerns between Alberta, Canada and the Lubicon Lal<eNation. The Chief, Council and Elders' Council of the Lubicon Lal<e Nation intend to continue theseefforts 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 rightfulGovernment of the Lublcon Lake Nation we are providing the following notice to industry in an effort toclarify the position of the Lubicon Lake Nation.

Regards,

Garrett Tomlinson, EMTCommunications / Industry LiaisonEmergency Services Coordinator

CC: Hon. Robin Campbell — Minister Aboriginal Relations, AlbertaFrank Oberle — MLA, AlbertaCole Pederson Executive Director Aboriginal Consultation, Alberta

)1:1) 619-3945T:ex (700 0.9-3,539 BOx 6731 PIM • ' AB Ti5S1S5WITARMICONTAacENATitoNtala

April 2, 2013

NOTICE TO INDUSTRY PROPONENTS

The Lubicon Lake Nation:

• Is a Sovereign and self-determining Nation with our authority, autonomy andjurisdiction fully intact and operational.

• Has self-determining powers which include (but are not limited to) those inherent rightsto our land and territory, our peoples, and our decision making. Self-determinationincludes 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 ourland, territories and peoples, Our Nation has never ceded territory or authority for ourNation to a Canada or any other foreign jurisdiction nor acknowledged the jurisdictionof 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 alwaysacted In accordance with our custom related to recognition and acceptance of LubiconLake Nation peoples.

• Leadership was selected on June 25, 2009 and affirmed in accordance with our Customleadership selection code on July 19, 2012.

• Provides notice that any other process that professes to be a Lubicon Lake Nationprocess is not supported by the Nation, fraudulent and rendered no results applicable toor binding on the Lubicon Lake Nation. Any other Individual(s) holding them out to bethe leadership of the Lubicon Lake Nation do so without authority and without thesupport 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 andother venues in order to address and seek redress for the illegal activities and conflict ofinterest.

i,29.3945 Ti (,7 . 152 39 Fox Dom 6731,. Pt(M.C4 RIV,101 'MIwww,vimmuta,NRENMIONNLION

And Whereby:

• The Government of Canada appears to be attempting to unlawfully forcibly applyforeign Jurisdictional authority, legislative standards, economic force and politicalpressure to the Lubicon Lake Nation;

• The Government of Canada continues to provide misinformation regarding the rightfulgovernance of the Nation, including the housing of the portfolio for economic activitiesin our traditional territory;

• Our Government, including Chief and Council and our Elders' Council have beenrecognized by the Lubicon Lake Nation as the representative government for ourpeople; and

• Our Government has responsibility for, among other things, economic development andconsultation 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 havebeen mandated to do so by the people of the Lubicon Lake Nation;

• Our Sovereignty, self-determination, governance, and Customs (for example, customaryleadership selection processes and authority for economic development) remain inplace and authoritative in Lubicon Lal<e Nation territory;

• Our roles as protector of the land, advocates for our People and governmental portfolioholders 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. ThisIncludes our laws, customs and customs related to all areas of our governance (forexample, our customary leadership selection process, customary recognition of LublconLal<e Nation peoples, authority for economic development, and processes related toelections, appeals, etc.);

• We will understand attempts to undermine, ignore or otherwise subvert our laws andcustoms as acts of invasion and we will respond accordingly;

• Industry and industry proponents In Lublcon Lal<e Nation territory are expected to abideby Lubicon Lake Nation laws and customs; and

• Industry and Industry proponents continue to work with our Consultation Unit indeveloping mutually reciprocal relationships. Our Consultation Unit contact informationremains 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 Dwight Gladue

Original Signed Original Signed

Councillor Walter Whitehead Councillor Alphonse Ominayak

Original Signed Original Signed

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 PASE 01/02

41.,0*NPIA

11M1/1

November 25, 2013

David B, Roberts — President & CEOPennwest ExplorationSuite 200, Pone West Plaza207 - 9th Avenue SWCalgary, Alberta T2P 1K3DaVid,RObertsepennwest.COM

Re; Pent West Fax Nov 22, 2013 "Re: Alleged Trespass at 3.25-91-13W5"

Mr, 'Roberts,

7:111S IS DT/Mir ", Z 7017.cd to the Al,fidavit. of

C.\\L_Kaa.c.k

me this 1. .

A.D. 20Na,

on for Gels.fo, Pi i4eK:t

Ros _Kt D. WOu

Counsel, which is attached to this letter, The letter Indicates that your company intends to c:rxrtui:itehre:::looralitCi:

The Lubicon Lake Nation is in receipt of a faxed letter of November 22, 2013 on, your behalf by Keith Luft,..Generalproject within the Lubicon Territely despite our outstanding objections, lack of consent and now 11017nal, legal ordcrsrelating to trespass on Lubicon Lake Nation lands,

'The letter indicates that this work has been authorized by a so-called "Lubioon Lake Band". As you well loiow, ourpeople form a Nation. and the Indian At is irrelevant to our rights, interests and authority over out TraditionalLands. lo, any event, no indiall Act band AS such has authority over our Traditional Lands. We have never signedtreaty with the Crown and retain full title to aux lands without designation of roserves under the Indian Act. The factthat your company has been intentionally misled by the Provincial and Pedend Government regarding who theholders of the Aboriginal Rights and Title to our lands is of no consequence to us. Neither level of government hasthe authority to make such a determination. As such, the so-called "Lubicon Lake Band" has no 1tttholity to dealwith, speak to or withdraw the objections regarding development of OUR lands. The token communications that youpurport to be "engagement" have become clearly anything but meaningfial engagement and our peDple see throughthis charade. As was triads explicitly clear on November 19, 2013, the Majority of Lubicon Lake yation people aresupportive of the COVPriltficut of tbel.ubicon Lake Nation that they 010004 on May 30, 2013 and . to positions, Thepeople of the Lubleon Lake Nation have indicated to our Government that they remain ready and will* to bakeaction to defend those positions.

Fl ally, to be absolutely clear, the Lubicon Lake Nation as represented by its lawful Govern:pent, has not giverxPenn West consent to enter upon, develop or exploit our lands and resources, As indicated in the oikler issued by thisGovernment on November 21, 2013 the strictest standard of erorcement of the Lub icon ¡eke Na ion tam will beapplied."

Govern yourselves accordingly,

Chief Bernard OminayakLubicon Lake Nation

CC: National Chief Shawn Ade° AFN; Orand ChieflVlatthew Cooncome Grerid CBill Naniagoose — Grand Council of Creer, Chief Wallace Pox — Orden Lake Cree NatioThOttlaN Mulcair, l — Official Opposition; ,Tustin 'Pruden, MP — Liberal;Tatnes Anaya — UNI-IRC; lvliehelle Mat:lade Pennwest;S, Keith Lull; Pennwost; Rick QtOrge Pennwest;

(780) 62390'AM (780 62,9.3939 Pa. Q Box 67111. Pi8ACE Rrinak,VINITW.LIAMONIA'KENATION.COM

=oil of Crees;

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’淞0幻忖 ． F脚、tWt公即姗盼。： l 双秘户眼r 'l l名it翔几班目a。 l Pen 四毅飞 PC0l4ln 以0,

THIS .1,3 EXHIBITreferred to in ih iU4I'it oj

ode Swiv me this _II

tcyof

A Coo fbr (Lr.hs

in mid fir thu ocAt;

ROBERT D. WOOBarrister and Solicitor

0.k.-ormNOTICE

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

u c lor Alphonse Omlny k

nc

Dwight Gladue

lor Dwight Jordie Sawan

• ,/,4:

uncillor Bryan Laboucan

C/)r L rry

Orninayall

(MC)) 629P-39451m (780) 679.5939 FAX P. O. Box 6751 Plimai Am; a, AB MS 11S5

WAYI %III II ICON TAN kTION,COM

THIS Is EXHIBIT " (:;0 referred to in ilk.: 415;0. of

l'AidALLII.e MC QQCkCie Sive efie 71e this -if

Con for Clcnilsin and for- thm

12nBERT D. WOODSolicitor

Chronological no. ;77 /File reference no, ,,V /2 "11/0.1.7

LURICON LAKE NATION

ORDER AND COUNCIL RESOLUTION

Quorum consists of four (4) Council Members

Date of duly convened meeting Dtty Month Year Provincea II 1 I I l 3 A LB ERTA

WHEREAS: Pursuant to the authority inherent in the Lubicon. Lake Nation, some of which isencoded in. The Law of the Lubicon Lake Indian Nation Respecting Use of its TraditionalTerritory (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 ofthe Lubicon Lake Indian Nation Respecting Use of its Traditional Territory (1988), including butnot 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 theLaical), 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 theLubicon Lake Indian Nation Respecting Use of its Traditional -Territory.

AND WHEIXEAS; Penn West ExPloration's 'breach of this law will constitute an illegal andprohibited purpose and trespass as defined in the Lubicon Lake Nation Trespass Law 0,5. Sucha breach will. result in enforcement pursuant to The Law of the Lubicon Lake Indian- NationRespecting Use of its Traditional Territory (ss. 9, 11, and 20) and to the enforcement mechanismrecorded 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 of the Laken LakeNation Chief and. Council this p day of November, 2013.

XterWa4Eldora' Council Member

Cou for Aiphon e 0

C `r Dwight G

Elders' Council Member

Chief Berl Eird Ominayak

e. CYw.ight jordie Sawan

°Mot Bryan Laboucan

,ouncillfir Larry Oininaye

THIS IS EA.711B.17" "referred to in the Affic.t'cAnt of

Swor rfeirn le this —II

dof (26:' •

C0111131it.)11,:l. for Oathsin dnd for thu Pi ocii:ve of Aroma

ROBERT \MOOD

.11areister and Solicitor

A D 20 EL

rt ailarg:;Wial,

L1W4

75=E-3.7.&".1M-r"

- W1S-ti

Lottton Lake Nebula

&v721 "Sm. Main

Peace River

T8S-ÅS

5

none, 78e-62S-3945

Pau. tea-u25-3939

Info@tahkouLakettarior-=

Operation Frack

Off! / PennWest

Trespass Against

Lubicon

Ir-i.Wgks•Ii22 1GEE

Never Let Ota-Land Die

rrz

'•-k4^.-'

77-1-:

.••,..•

,., •••• 5%4•

'....1!e..72a..1

: •

s

PennWest:

Go Frack Yourselves!

Over the last 3 ye

ars the r5overnn,entrsfthe

tutu

tor Lake Nation led hyChlef Orninayek

and his Couhrif have inc

reas

ingl

y pressured

pit and as gia

nt Fen

nWes

t.Pe

trol

eurr

i Ltd-

7SE: PlArr)

. to account fm- their acikelylir'

Lubi

can lake Natron ierrEtwy which has

neyerheen Ceded ii

D ai

ry Government far

development by theitatiPn.

The fo

llowing Issues bairn been repeatealy-

• -

rais

ed fpianweisinte ZI•

10:

•

. •

. . .

a

Wlretarethepotentialeffectsof•

•Pe

nnit

Oest

s.fraddng exploration to the

health, saf

ety end environment Of the

.•

tut-Aeon people?

•

Why.heve PeenWesif.sop

erat

hari

s

continually caused an increase ln taxis

ei75oereas" PennWest

development areas and products?

• .

•a

Why Won't PennWest provide a

detefied

-UUtilu e af their Mul

ti-year and

qoarteriy.de

yelo

pmei

st pleas

with

..gr

ate d

ates of expected

develOpnle

•

.a

What measures wi

ll' PennWest tak

e ha

mitigate the destruction of Lulalcon

U-adlitOrfai Income, sjds as tr

apping?

•

ifthe Lehiton have never ceded

authbritywCanacia, why '-'PermWest

allowing the

rn to dic

tate

whether the

LU1SICOis

tee eäriiented to these

developments?

tIts-,p

_fe

kV/

1-1e1

-

7.7.!

;'• if;

Unte

cte4

1 g

Trat

lici

rral

l Tarei

tlta

Rapeseed

Who Vi

tg Are .

•

i"AgEMEIMMENORKT. $14

-16

.

• .

• •

. .

peci

pie simile* an our Ird199!!!pla protect

the te

rrit

ory,

the lan

d end al

l OM ot

till

pant

i. Our

hist

orYb

egai

iion

g be

fore

colonial In

trusion amt

We hav

e been mi aur

•Tia

dltl

anai

r%

,

siaa Bri

ce begat Our fa

milies rated peaceably

toge

ther

, sor

nutl

inei

iatiiertrig I

n eeiebrathat

mourning, or ti par

iklp

ite in

Otheradhional

econerny. Our *pie were ddlissourbncrwas.

•abu

ndan

t. WetraveledthetrhdeofCtNdt

somettrneleiningwithotherka In

and wines homes.

•

We hav

e ah

Vays hee

rise

0-de

tert

nlni

nliu

tfth

tt Mtge

degree a Fa

m*al ati

tano

rny.

Oth

were repr

esen

ted in

the governance end.

dedsionTrat

svOintiCand

yout

h held and hol

d Mipartant roleski.ats Nation. AN

af our cid

-tens Oa

rthi

Pate

eili

tili

eega

titi

rian

econortri,provicang ecionamIcstilliMiY and shared

wealth. Our lawsWere and are

riv

ed fave• cur cit

izen

s

knew and und

erst

ood the taws end lepl ord

ers as .

they

were taught to

eve

ry ei

ther

+. frani bi

rth until

deat

h. Tirane this p

rocess wepme to know the

resp

ansi

bdit

y for

ate Ven

d and cur Sovereign

retatinnship withantl dblIgathin t at

m.te

rrIt

ory.

AD of

oar ac

tion

s th

en and now are grounded in

the

shard

unde

rsta

ndin

g th

at as or

iginal peoples li

ving

In our

original territory we are imbued

Sovereign

resp

onsi

bili

ties

to cur 'rrkery.

Lubicon Lake Nat

ion Ta

kes A Stand

On November le, 201311 became dear th

at

PennWest Exp

lorr

don ha

d no respect tot

the authority, autonomy and sovereign

ty of

the Lu

bico

n ta

ke Nation or it

s Government.

Ci_ens found a PennWest carraadzo

clearing two leases for a driiiing and frackIng

oper

atio

ns within Lithium lake fl

atly

!: is

ni

with

out =nerd or even dear notice.

On November 19, 2033 Lubicon Lake Nat-a

n

atir

ens attended the PermWest pro

pose

d

lease and gapped their operations.

PennWest contacted Cti

ef Orn

ir.a

yas ar

si

agreed to stand down ope

rati

ons tu

nii a

meet

ing too place to resolve the is

sues

.

On November 20.

203.3 PennWest reg

atte

d

their op

erat

ions

without any mee

ting

cr

nodc

e.

On November 21. 2013 the Government of

the Lubicon La

ke Kaden iss

ued a Trespass

Noti

ce and Order to vate m acc

asta

nce

with

the Government of the Lu

bleo

n ta

ke

Nader+ Tre

spas

s La. 20.2

2,11

.

On November 22. 2013 Pennwest directed a

lett

er to Chief Orrimayak re

fusi

ng too

:imp

ly

with

the

ord

er.

i'iij 12.-17.111B.17" "PC:10nd TO in Mo. 4*(/ . of

ine

20 ja

A141:d fì'i • the Pi ovh of Ali er,a

ROBERT D. WDSardster and Solicitor

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THIS JS EXHIBIT "referred to in the , (4.::4 it of

\r\rA9-.. 14C-.Q\1aCta-

AD 20 ,

A Contn,.;:::::(4..;:r for 0.r.hsin wd for tht: Pic of idi,or..a

ROBERT D. WOODBarisfer and Solbitcy

SHEET 1 of 7

i t

st0,1

10,

,

Corner Elevations

N.W.= 758.7 N.E.= 757,9S.W.= 761.4 S.E.= 757.2

I I

I IFMA 0900044

Daishowa-Marubeni International Ltd.TPA 66

Walter Whitehead

II

II 1 1

200m, ATopographic

Radius ,

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LOC 830409Not Constructed)

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t , , _i2 t Riser Site \ , iir ii 41

'0, Penn West\I PIL 110864 1 ‘,.,00, '‘1,,, \

L

m%, ..„% \ta‹.S \ \ •R/5 e ' 0>

..,„.. \ \ s .

\ \

Plan Showing LIDAR Survey of

SEE ACCESSROAD PLAN

6m Seismic Line

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-- -- -Theoretical Government Road Allowance

SEE HORIZONTALDRILL DETAIL

PAD SITE PLAN o 20 4.1) do do 114 rk 200 m

SCALE-1:5,000

PENN WEST HZ SAWN LK 3-24-91-13PENN WEST HZ SAWN LK 4-24-91-13Pad Site (MSL 110673) and Access Road (LOC 110648)from a Surface Location in Plan Information Is based on War Data collected by

L.S. 3 & 4 Sec. 25 Twp.91 Rge.13 W. 5 M. Airborne Imaging Ino. (June & August 2008 -Pro/clots 1158 & 1174). As-Built SurveY to Follow.

NORTHERN SUNRISE COUNTYI, Michael A Stewart, Alberta Land Surveyor, solemnly declare that

1. the survey represented by this plan was made under my personal supervision,

Pwith the provisions of the Surveys Act,

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 theprovisions of the Public Lands Act,

4. and make this solemn declaration conscientiously believing it to be true and knowingthat it is of the sa and e ect as if made under oath.

AREAS:Pad SiteAccess Road

2 the survey was made in accordance with good surveying rectices and In accordance Total

Alberta nd Surveyor

Declared before me at the City of Edmontonin the Province of Albertath' 22nd day of May, 2013

Leslie Hopkins - Exp. Nov,2, 2014A Commissioner for Oaths in and

for the Province of Alberta.

or,VEY00

0340" N

7.i_ce P064win4..._i Altus Geomatics

Limited Partnership

3

HECTARES

1.8853.503 5.388 13.32

ACRES

4.668.66

Unless Indicated otherwise, Bearings and Coordinates are basedon the NAD 83 (Original) datum, UTM Grid projection referred to theCentral Meridian 117' W. (Zone 11) and were derived by G.N.S.S.

Combined Scale factor used = 0.999527Datum: ASCM 865600, Elev. 488.120 (Geoid HT 2.0)

To convert UTM Bearings to Bearings referred to theCentral Meridian cite Twp. add 0'49'35"

OPERATOR:

PENN WEST PETROLEUM LTD.

Updated Plan

Land Flle No: 10-20632May 7, 2013 SZ BL

2 Updated Plan Mar. 23, 2012 WL GS

Altus Geomat lesToll Free: 1-800-485-8233www.altusgeomatice corn

0 Issued Feb. 23, 2011 BC-DS

ram auvtagf4st.ii gatakTga§KERMAIGNFile: 135239W-R3 Job No,: 135239-E

Client File No: 85766/85758 AFE No: A11370267

SHEET 3 of 7

PennWest

FMA 0900044Daishowa-Marubenl International Ltd.

TFA 123528 (Expired)Penn West Petroleum Ltd.

TFA 126592Penn West Petroleum Ltd.

TPA 66Walter Whitehead

FMA. 0900044Dalshowa-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

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FMA 0900044Daishowa-Marubenl International Ltd.

TPA 66Walter Whitehead

ACCESS ROAD PLAN id° 2d0 ado ado 504 m

SCALE - 1:10,000

Exploration

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REV. PAD SITE 3-25-91-13-W5File: 135239W-R3 Job No,: 135239-EClient File No: 85756/85758 AFE No: A11370287

TiliS IS EXHIBIT ",eferred to in the Affidavit of

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A Commissioner for Oathshe Province of Alberta

~®T D W OODoBER D.Eiarrister and Solicitor

!I

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 Lawagainst PENN WEST PETROLEUM LTD. (TSX: PWT); (NYSE: PWE) today on an oil lease sitelocated in their Territory by peacefully occupying a nearby access road, The oil and gas giantPenn West has indicated they intend to. drill and use hydraulic fracturing at the location. The siteis at the headwaters of a nearby lake, bordered by the traditional Lubicon community ofKinosew Sakahikan referred to provincially as Haig Lake. Long-time Chief Bernard Ominayaksaid this evening: "We have never signed treaty, ceded our land, nor sold it to anybody, It's hightime 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 Lubiconland and stealing Lubicon resources."

The Lubicon Lake Nation has not signed treaty with the Crown or any other foreign body at anytime. As such, they remain the sole title holders and retain the Aboriginal rights to their land andresources and do not recognize the authority of the Province to issue any type of permits toIndustry for the exploitation of Lubicon land. The Government of the Lubicon Lake Nationrequires industry to obtain the free, prior and informed consent from the Nation prior to anyenvironmentally harmful project moving forward. This hasn't happened in this case according toChief Ominayak, Penn West has been repeatedly informed by the Nation that no foreigngovernment, including any Canadian endorsed, illegal, Indlan Act formed government, willrepresent 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 toinquire 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 PennWest, 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 illegaloperations. As a result, the Government of Lubicon Lake Nation passed a Council Resolutionand Order indicating that Penn West was trespassing on Lubicon land and had to vacate theterritory immediately, This Order was issued in accordance with two Lubicon statutes that hadbeen passed by the Government of the Lubicon Lake Nation in 1988 and 2012. TheGovernment of the Lubicon Lake Nation is enforcing these laws as they would any other andexpect the RCMP to join them to do the same.

Following receipt of the Orders, on November 25, 2013, Penn West representatives met at theLubicon Lake Nation Administration Office with Chief Ominayak, Council, Elders' Councilrepresentatives and a group of Lubicon Lake Nation citizens. Penn West refused to address theissues and presented a hardline position: They would not engage with the Lubicon Lake Nationgovernment nor would they cease their operations. Lubicon citizens and representatives

(78.0 629.3945"Eu (.780) 629.3939 :Da P. 0. Box 67,31,. rkt .ABWWW,L U 5 00 NM ANZ ran ,NA

outlined yet again that they were being forced into third world living conditions, only to watchwhile oil and gas companies like Penn West extract billions of dollars in oil and gas from theirlands.

Forced into this difficult position, the people of the Lubicon Lake Nation have travelled one hourdeep into their territory and indicate that they intend to remain at the location until Penn Westceases operations and takes their requests seriously, as Penn West's development is havingreal consequences on their health, wellbeing and lands of the Lubicon Lake Nation, includingthe air, water, soils and animal habitats.

For More Information Contact:

Councillor Dwight GladueLubicon Lake NationP.O. Box 6731 Stn. MainPeace River, AB T8S 1S3(780) 625-4208 Direct(780) 629-3939 Faxadmin@LubiconLakeNation.cawww. LubiconLakeNation, ca

-30-

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4 Lubicon Lake Nation

A @LubiconNation

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5:58 PM - 3 Dec 13

THIS 15 EXHIBIT " f Isveferred to in the Affidavit of

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A Commissior •rfze fro_uOathsin and fin. the

ROBERT D \NO

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Don't miss any updates from Lubicon Lake NationJoin Twitter today and follow what interests youl

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14t 'A:11

https://twitter,corn/LubiconNation/status/408052629512519680/photo/1 05/12/2013

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(9) 2013 Twitter About Help Ads

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https://twitter,com/LubiconNation/status/408052629512519680/photo/1 05/12/2013

THIS IS EXII1131Treferred to fl the ./07U'Ll Vit Of

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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

Darn: ter and Solicitor

As the federally and provincially recognized authority and governance, the Lubicon Lake Band Chiefand Council do hereby authorize any action to be deemed appropriate so as to prevent and to desist anyillegal 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 14-25-091-13W5, 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. BernardOminiyak, a Lubicon member or any others, who may act as the Chief and Council in their attempts forwork 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 andgas giant PENN WEST PETROLEUM LTD, (TSX: PWT); (NYSE: PWE) late Friday following aweek of protest and enforcement of a trespass related eviction order by the Lubicon LakeNation people at a Penn West site, The assembly has been dubbed: Operation "FrackOff: thePenn West Eviction, and began on Tuesday November 26. "The Lubicon people have sent amessage loud and clear by assembling at the Penn West location to enforce our laws, now it'sup to us as their government to support them in every way we can." Chief Bernard Ominayaksaid from his office this morning.

The statement of claim argues that because the Government of Canada did not enter intoTreaty with the Lubicon as required by Canadian law prior to developing oil and gas on Lubiconlands, the leases issued to Penn West by the province of Alberta are null and void. It goesfurther, 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 touse ground water and gather plants for medicines,

The statement of claim indicates that Penn West has acted in "bad faith" in their dealings withthe Lubicon Lake Nation and that the Lubicon are entitled to an immediate injunction restrainingany further work from continuing until the issues are resolved. As for the people assembled atthe Penn West site, despite heavy winter storms and below freezing temperatures, they haveunanimously indicated that they won't be leaving until the company and the province agrees torespect the jurisdiction of the Government of the Lubicon Lake Nation over their lands.

For More Information Contact:

Councillor Dwight GladueLubicon Lake NationP.O. Box 6731 Stn. MainPeace River, AB T8S 1S3(780) 625-4208 Direct(780) 629-3939 Faxadmin©LubiconLakeNation,cawww.LubiconLakeNation.ca Twitter: (LublconNation

-30-

THIS IS EXHIBIT " referred to in the Affidavit of

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A Commissioner for Ouluin and fin- the Provir.;:e of Alberta

R ,ErAT D. W• ODOEulster aLld Solicitor

C7,90 P945'111, OW) 629-3939 Tifix (... Box 6731 Ploko:G R.rsmn, AB T'8$ 1.S.5W'GrW.LUB CO MAE NATIO t M