Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Inc. - Exhibit 10.05






Alberta 

                                          
ENERGY 

 

 

 

 

O I L    S A N D
S    L E A S E    
NO.
 7406080083 

 

Term Commencement Date: August 10, 2006 

 

	Lessee: 	  
	 	 
	SCOTT LAND & LEASE LTD. 	100.0000000% 






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OSLF 
29-06-06 

          WHEREAS
Her Majesty is the owner of the minerals in respect of which rights are granted
under this Lease; 

          THEREFORE,
subject to the terms and conditions contained in this Lease, Her Majesty grants
to the Lessee, insofar as Her Majesty has the right to grant the same, the
exclusive right to drill for, win, work and recover the Leased Substances within
the Location, together with the right to remove from the Location any Leased
Substances recovered, for the term of fifteen (15) years computed from the Term
Commencement Date and, subject to the Mines and Minerals Act, for so long
after the expiration of that term as this Lease is permitted to continue under
the Mines and Minerals Act, 

          RESERVING
AND PAYING to Her Majesty, 

	 	(a) 	
      in respect of each year during which this Lease remains
      in effect, a clear yearly rental computed at the rate prescribed by, and
      payable in accordance with, the Mines and Minerals Act,
  and

	 	 	 
	 	(b) 	
      the royalty on all Leased Substances recovered pursuant
      to this Lease, that is now or may hereafter from time to time be
      prescribed by, and that is payable in accordance with, the Mines and
      Minerals Act, such royalty to be calculated free of any deductions
      except those that are permitted under the Mines and Minerals
      Act.




	
      1(1) 
	
      In this Lease, a reference to the Mines and Minerals
      Act or to any other Act of the Legislature of Alberta referred to in
      section 2(2)(b) of this Lease shall be construed as a reference to
  




	 	(a) 	
      that Act, as amended from time to time,

	 	 	 
	 	(b) 	
      any replacement of all or part of that Act from time to
      time enacted by the Legislature, as amended from time to time,
  and

	 	 	 
	 	(c) 	
      any regulations, orders, directives or other subordinate
      legislation from time to time made under any enactment referred to in
      clause (a) or (b), as amended from time to
time.




	(2) 	
      In this Lease,

	 	 	 
		(a) 	
      "Her Majesty" means Her Majesty in right of Alberta, as
      represented by the Minister of Energy of the Province of
Alberta;

	 	 	 
		(b) 	
      "Leased Substances" means the minerals described under
      the heading "Description of Location and Leased Substances" in the
      Appendix to this Lease;







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     OSLF 
29-06-06 

	 	(c) 	
      "Location" means the subsurface area or areas underlying
      the surface area of the Tract and described in the Appendix to this Lease
      under the heading "Description of Location and Leased
  Substances";

	 	 	 
	 	(d) 	
      "Term Commencement Date" means the date shown on the
      first page of this Lease as the Term Commencement Date;

	 	 	 
	 	(e) 	
      "Tract" means the tract or tracts of land described under
      the heading "Description of Location and Leased Substances" in the
      Appendix to this Lease;




	2. 	
      This Lease is granted upon the following
    conditions:




	(1) 	
      The Lessee shall pay to Her Majesty the rental and
      royalty reserved under this Lease.

	 	 	 
	(2) 	
      The Lessee shall comply with the provisions of

	 	 	 
		(a) 	
      the Mines and Minerals Act, and

	 	 	 
		(b) 	
      the Oil Sands Conservation Act or any other Acts
      of the Legislature of Alberta that prescribe, apply to or affect the
      rights and obligations of a lessee of oil sands rights that are the
      property of Her Majesty, or that relate to, apply to or affect the Lessee
      in the conduct of its operations or activities under this Lease.

	 	 	 
			
      The provisions of the Acts referred to in subsection (2)
      of this section are deemed to be incorporated into and to form part of
      this Lease.

	 	 	 
			
      In the event of conflict between a provision of this
      Lease and a provision referred to in subsection (2) of this section, the
      latter provision prevails.

	 	 	 
			
      The Lessee shall not claim or purport to exercise any
      rights, prerogatives, privileges or immunities that would otherwise exempt
      the Lessee from compliance with any of the provisions of the Mines and
      Minerals Act or of any other Act of the Legislature of Alberta
      referred to in subsection (2)(b) of this
section.




	(6) 	
      The Lessee shall keep Her Majesty indemnified
    against




	 	(a) 	
      all actions, claims and demands brought or made against
      Her Majesty by reason of anything done or omitted to be done, whether
      negligently or otherwise, by the Lessee or any other person in the
      exercise or purported exercise of the rights granted and duties imposed
      under this Lease, and

	 	 	 
	 	(b) 	
      all losses, damages, costs, charges and expenses that Her
      Majesty sustains or incurs in connection with any action, claim or demand
      referred to in clause (a).







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OSLF 
29-06-06 

	(7) 	
      In the event that any Leased Substances obtained or
      produced from the Location are lost or cannot be accounted for due to or
      as a result of the wrongful act or omission, neglect, carelessness, wilful
      default or fraud of the Lessee or of any other person conducting
      operations or activities pursuant to or under the authority of this Lease,
      the Lessee shall compensate Her Majesty for the fair value as determined
      by Her Majesty of Her Majesty's royalty share of the quantity of the
      Leased Substances so lost or unaccounted for.

	 	 
	(8) 	
      The use in this Lease of the words "Lessee", "Lease",
      "Leased Substances" or "rental," or of any other words or
    expressions,




	 	(a) 	
      does not create any implied covenant or implied liability
      on the part of Her Majesty, and

	 	 	 
	 	(b) 	
      does not create the relationship of landlord and tenant
      between Her Majesty and the Lessee for any
purpose.




	(9) 	
      This Lease is also subject to the special provisions, if
      any, contained in the Appendix to this Lease.







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APPENDIX 

TO 

15 YEAR PEACE RIVER OIL SANDS LEASE NO. 7406080083 

TERM COMMENCEMENT DATE: 

AUGUST 10, 2006 


AGGREGATE AREA: 

1024 HECTARES 


DESCRIPTION OF LOCATION AND LEASED SUBSTANCES: 

5-22-078: 1;2;11;14 

OIL SANDS BELOW THE TOP OF THE PEACE RIVER FM 
AS DESIGNATED
IN DRRZD 40 
INTERVAL: 3 760.00 - 4 008.00 FEET 
KEY WELL:
00/07-09-076-08W6/0 
LOG TYPE: BOREHOLE COMPENSATED SONIC 

TO THE BASE OF THE BLUESKY-BULLHEAD 
AS DESIGNATED IN DRRZD
21 
INTERVAL: 2 754.00 - 3 043.00 FEET 
KEY WELL: 00/10-32-081-01W6/0

LOG TYPE: DUAL INDUCTION SPHERICALLY FOCUSED 

 

 

SPECIAL PROVISIONS: NIL