BIRCHCLIFF ENERGY LTD. BIRCHCLIFF ENERGY LTD.
Year Ended December 31, 2022
ANNUAL INFORMATION FORM
March 15, 2023
TABLE OF CONTENTS | |
ABBREVIATIONS AND CONVERSIONS | 5 |
CONVENTIONS | 5 |
PRESENTATION OF OIL AND GAS RESERVES | 6 |
SPECIAL NOTES TO READER | 7 |
BIRCHCLIFF ENERGY LTD | 13 |
GENERAL DEVELOPMENT OF THE BUSINESS | 13 |
DESCRIPTION OF THE BUSINESS | 15 |
STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION | 26 |
DIVIDEND AND DISTRIBUTION POLICY | 40 |
DESCRIPTION OF CAPITAL STRUCTURE | 42 |
MARKET FOR SECURITIES | 43 |
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER | 43 |
DIRECTORS AND OFFICERS | 44 |
AUDIT COMMITTEE | 50 |
INDUSTRY CONDITIONS | 51 |
RISK FACTORS | 64 |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 93 |
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 94 |
TRANSFER AGENT AND REGISTRAR | 94 |
MATERIAL CONTRACTS | 94 |
INTERESTS OF EXPERTS | 94 |
ADDITIONAL INFORMATION | 94 |
APPENDIX A - APPENDIX B - APPENDIX C ─
REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
AUDIT COMMITTEE CHARTER
GLOSSARY OF TERMS
In this Annual Information Form, the capitalized terms set forth below have the following meanings:
"2021 IQRE Price Forecast" has the meaning set forth under the heading "Statement of Reserves Data and Other Oil and Gas Information - Reconciliation of Changes in Reserves".
"2022 IQRE Price Forecast" has the meaning set forth under the heading "Statement of Reserves Data and Other Oil and Gas Information - Disclosure of Reserves Data".
"2026 Agreement" has the meaning set forth under the heading "Description of the Business - Marketing and Risk Management - Light Oil and NGLs".
"2030 ERP" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Federal".
"ABCA" means the Business Corporations Act (Alberta).
"ABC Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB IR Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LCA" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LF Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LLR Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LM Framework" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LM Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB LMR Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AB OWL Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"AER" means the Alberta Energy Regulator. "AltaGas" means AltaGas Ltd.
"AltaGas Facility" means the deep-cut sour gas processing facility in Gordondale, Alberta owned and operated by AltaGas.
"Annual Information Form" means this annual information form of the Corporation dated March 15, 2023 for the year ended December 31, 2022.
"APEGA" means the Association of Professional Engineers and Geoscientists of Alberta.
"BC EAO" has the meaning set forth under the heading "Industry Conditions - Transportation Constraints and Market Access - Natural Gas and LNG - Specific Pipeline and Proposed LNG Export Terminal Updates".
"Birchcliff" or the "Corporation" means Birchcliff Energy Ltd.
"Blueberry Decision" has the meaning set forth under the heading "Industry Conditions - Indigenous Rights". "Board" means the board of directors of the Corporation.
"BRFN" has the meaning set forth under the heading "Industry Conditions - Indigenous Rights".
"BRFN Agreement" has the meaning set forth under the heading "Industry Conditions - Indigenous Rights". "Cabinet" means the cabinet of the Federal Government.
"CCUS" means carbon capture utilization and storage. "CER" means the Canada Energy Regulator.
"CERA" means the Canadian Energy Regulator Act (Canada).
"CETA" has the meaning set forth under the heading "Industry Conditions - International Trade Agreements".
"CGL Pipeline" has the meaning set forth under the heading "Industry Conditions - Transportation Constraints and Market Access - Natural Gas and LNG - Specific Pipeline and Proposed LNG Export Terminal Updates".
"CNEAA" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Federal".
"CN Program" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"COGE Handbook" means the Canadian Oil and Gas Evaluation Handbook maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time.
"Common Shares" means the common shares of the Corporation. "condensate" means pentanes plus (C5+).
"Consensus Agreement" has the meaning set forth under the heading "Industry Conditions - Indigenous Rights". "COR" means a certificate of recognition.
"COVID-19" means the novel coronavirus which was declared a global pandemic by the World Health Organization on March 11, 2020.
"Credit Facilities" means, collectively, the Syndicated Credit Facility and the Working Capital Facility.
"CSA Staff Notice 51-324" means the Canadian Securities Administrators' Staff Notice 51-324 - Revised Glossary to NI 51-101Standards of Disclosure for Oil and Gas Activities.
"CUKTCA" has the meaning set forth under the heading "Industry Conditions - International Trade Agreements".
"Defendants" has the meaning set forth under the heading "Legal Proceedings and Regulatory Actions". "Deloitte" means Deloitte LLP, independent qualified reserves evaluators of Calgary, Alberta.
"Deloitte Report" has the meaning set forth under the heading "Statement of Reserves Data and Other Oil and Gas Information - Disclosure of Reserves Data".
"Directive 060" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Alberta".
"Directive 067" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"Directive 088" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta - Liability Management".
"DRIPA" has the meaning set forth under the heading "Industry Conditions - Indigenous Rights".
"EHSS" has the meaning set forth under the heading "Description of the Business - Environmental, Social and Governance - Governance".
"EM Program" has the meaning set forth under the heading "Description of the Business - Environmental, Social and Governance - Health, Safety and Environmental Programs".
- 2 -
"ESG" means environmental, social and governance.
"ESTMA" means the Extractive Sector Transparency Measures Act (Canada). "Federal Government" means the federal Government of Canada.
"Federal Methane Regulations" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Federal".
"GAAP" means generally accepted accounting principles for Canadian public companies which are currently IFRS.
"GGPPA" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Federal". "GHG" means greenhouse gas.
"Gordondale Processing Arrangement" means the long-term natural gas processing arrangement effective January 1, 2018 for natural gas processed at the AltaGas Facility.
"H&S Program" has the meaning set forth under the heading "Description of the Business - Environmental, Social and Governance - Health, Safety and Environmental Programs".
"IAA" means the Impact Assessment Act (Canada).
"IA Agency" has the meaning set forth under the heading "Industry Conditions - Transportation Constraints and Market Access - Natural Gas and LNG - Specific Pipeline and Proposed LNG Export Terminal Updates".
"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board. "Inlet Liquids-HandlingFacility" has the meaning set forth under the heading "General Development of the Business
- Three-Year History - 2020 - 2020 Capital Budget".
"IOGC" has the meaning set forth under the heading "Industry Conditions - Land Tenure - Mineral Rights". "leases" has the meaning set forth under the heading "Industry Conditions - Land Tenure - Mineral Rights".
"Modernized Framework" has the meaning set forth under the heading "Industry Conditions - Royalties and Incentives - The Royalty Framework in Alberta - Crown Royalties".
"Montney/Doig Resource Play" means Birchcliff's Montney and Doig formations resource play located northwest of Grande Prairie, Alberta.
"NAFTA" has the meaning set forth under the heading "Industry Conditions - International Trade Agreements".
"NGTL System" means the natural gas and transportation system owned by Nova Gas Transmission Ltd., a subsidiary of TCPL.
"NI 51-101"means National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities. "NI 51-102"means National Instrument 51-102 - Continuous Disclosure Obligations.
"NI 52-110" means National Instrument 52-110 - Audit Committees. "NIT" means Alberta Nova Inventory Transfer.
"OBPS" has the meaning set forth under the heading "Industry Conditions - Climate Change Regulation - Federal".
"OGCA" has the meaning set forth under the heading "Industry Conditions - Regulatory Authorities and Environmental Regulation - Alberta".
"OPEC" means the Organization of the Petroleum Exporting Countries.
"OPEC+" means, collectively, OPEC, Russia and certain other oil-producing countries.
"Order" has the meaning set forth under the heading "Directors and Officers - Cease Trade Orders, Bankruptcies, Penalties or Sanctions".
- 3 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Birchcliff Energy Ltd. published this content on 15 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2023 20:32:40 UTC.
