Unassociated Document


    JOINT
      VENTURE AGREEMENT

    


    THIS
      AGREEMENT made this 3rd day of November, 2006

    


    BETWEEN

    


    BUFFALO
      RIVER DENE DEVELOPMENT CORPORATION

    a
      body corporate, incorporated under the laws of
      Saskatchewan,

    Having
      an office in Dillon, Saskatchewan (“hereinafter called
      BRDDC”)

    


    OF
      THE
      FIRST PART 

    


    -
      and
      -

    


    ACCESS
      ENERGY INC.,

    a
      body corporate incorporated under the laws of Canada and having a head office
      in

    Toronto,
      Ontario

    (hereinafter
      called "Access")

    


    OF
      THE
      SECOND PART 

    


    WHEREAS
      BRDDC  has
      expressed a desire to become directly involved in the development and management
      of oil and gas reserves located on the traditional lands of the Buffalo River
      Dene Nation (BRDN) to maximize the economic benefits available to the BRDN
      through exploration of those resources; 

    


    AND
      WHEREAS BRDDC is wholly owned private corporation of BRDN incorporated for
      the
      purpose of acquiring, holding and managing oil and gas properties and rights
      on
      behalf of the Members of the BRDN; 

    


    AND
      WHEREAS BRDDC wish to have Access explore and develop its oil and gas reserves
      on an exclusive basis within the Project Lands in their traditional lands;
      

    


    AND.
      WHEREAS Access has expressed a desire to explore, develop and produce the
      petroleum, natural gas within the said traditional lands of BRDN on terms and
      conditions suitable to BRDDC and Access; 

    


    AND
      WHEREAS Access and BRDDC have agreed that this joint venture shall be named
      .the
      A10 PROJECT; 

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
      covenants and agreements herein contained the parties hereto do hereby agree
      as
      follows: 

    


    DEFINITIONS

    

      
        	
                1.1

              	
                In
                  this agreement, including the recitals, this clause and the Schedules
                  hereto, unless otherwise defined below and unless the context otherwise
                  required, the definitions as set out in the Operating Procedure
                  shall
                  apply and, in addition, the following words shall have the following
                  meaning: 

              


      

    

    


    
      	 	
              a)

            	
              "Accounting
                Procedure" means the 1996 PASWC Accounting Procedure as amended and
                attached as a schedule to Schedule "A";


            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              b)

            	
              "A10
                Project or A10" means the Development and Operation of the A10 project
                and
                related facilities proposed to be constructed on the Traditional
                Lands.
                

            


    

    


    
      	 	
              c)

            	
              "BRON"
                means Buffalo River Dene Nation 

            


    

    


    
      	 	
              d)

            	
              "Costs"
                means all costs incurred by the Operator including required facilities
                that are directly attributable to a Project;


            


    

    


    
      	 	
              e)

            	
              "Elections”
                are those for the Operating Procedure attached as Schedule
                "C";

            


    

    


    
      	 	
              f)

            	
              "Gas"
                has the meaning ascribed to it in the Act;


            


    

    


    
      	 	
              g)

            	
              “Lands”
                means those lands including all available Oil and Gas as of the date
                of
                this Agreement,
                within the lands as identified in Schedule “B” attached
                hereto. 

            


    

    


    
      	 	
              h)

            	
              "Oil"
                has the meaning ascribed to it in the Act;


            


    

    


    
      	 	
              i)

            	
              "Operating
                Procedure" means the 1990 CAPL Operating Procedure attached as Schedule
                "A" and includes the 1996 PASWC Accounting procedure;
                

            


    

    


    
      	 	
              j)

            	
              "Operator"
                shall mean Access Energy Ltd. 

            


    

    


    
      	 	
              k)

            	
              "Payout"
                means the point at which Access has recovered all costs directly
                attributable to a Project including all costs associated with a facility
                and calculated prior to any distribution of profits derived from
                a
                Project; 

            


    

    


    
      	 	
              l)

            	
              "Project
                Lands" means a site of a defined parcel of land to be negotiated
                for due
                consideration within the Traditional Lands;


            


    

    


    
      	 	
              m)

            	
              "Production
                Spacing Unit" means the Spacing Unit designated by the applicable
                government authority for the purpose of production;
                

            


    

    


    
      	 	
              n)

            	
              "Project"
                means in the case of a gas or conventional oil discovery, the drilling,
                completion and tie-in of a single gas well or conventional oil well,
                and
                in the case of a heavy oil discovery, an oil sands pool development
                including all drilling, completions and facilities in conjunction
                with it;
                

            


    

    


    
      	 	
              o)

            	
              "Traditional
                Lands" means lands that are traditionally used by the Buffalo River
                Dene
                Nation; 

            


    

    


    
      	 	
              p)

            	
              "Spacing
                Unit" means the area allocated to a Well for the purpose of drilling
                and
                producing a Well pursuant to the applicable government laws, rules,
                regulations or order now or hereafter in effect, and in their absence
                means the section containing the Well;


            


    

    


    
      	 	
              q)

            	
              "Well"
                has by meaning ascribed to it in the Mineral Resources Act, 1985,
                S.S.
                1984-85-86 c. M-16.1, as amended, and the regulations thereunder.
                

            


    

    

      
        	
                1.2

              	
                The
                  following Schedules are attached to and made a part of this agreement:
                  

              


      

      


      Schedule
        "A" 1990
        CAPL
        Operating Procedure and 1996 PASWC Accounting Procedure

      Schedule
        "B" Maps
        

      Schedule
        "C" Elections
        

      Schedule
        "D" Memorandum
        of Understanding

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    


    


    
      	
              1.3

            	
              If
                any term or provision contained in the body of this Agreement conflicts
                with a term or provision in a Schedule, the term or provision in
                the body
                of this Agreement shall prevail. 

            


    

    


    
      	
              1.4

            	
              Nothing
                herein contained shall be construed as creating a partnership or
                association of any similar kind or as imposing upon any party hereto
                any
                partnership duty, obligation or liability to any other party hereto.
                

            


    

    


    ARTICLE
      I - GENERAL

    


    PROJECT
      DEVELOPMENT

    


    
      	
              2.1

            	
              At
                Access's option but in consultation with BRDDC, BRDDC will consent
                to and
                BRDDC will jointly apply with Access, under this joint venture, for
                leases, permits and licensing as required as permitted by laws and
                regulations, and consent of the Buffalo River Dene Nation for the
                exploration and development of the Project Lands which will be required.
                

            


    

    


    
      	
              2.2
                

            	
              It
                is acknowledged by BRDDC that Access has expended monies, in connection
                with this agreement, prior to the execution of this agreement and
                acknowledges that those amounts are recoverable as project costs.
                Access
                will provide BRDDC with an accounting of those costs and the Operating
                Procedure will apply. 

            


    

    


    OBLIGATIONS

    


    
      	
              3.1
                

            	
              Upon
                execution of the Agreement, Access shall be the Operator subject
                to the
                Operating Procedure. Access shall have overall supervision, direction,
                control, staging and phasing of the developments contemplated by
                this
                Agreement but at all times, in consultation with BRDDC. Access shall
                at
                all times, consult with BRDDC in a timely fashion (at least quarterly)
                in
                regard to all matters as contemplated by this Agreement. Access will
                respect Traditional Environmental Knowledge in the decision making
                process. 

            


    

    


    
      	
              3.2
                

            	
              It
                is acknowledged by ACCESS that this is agreement is· not intended nor will
                it be construed by ACCESS or any party asserting an enforceable interest.
                legal or otherwise, in the subject matter and no legal interests
                are
                created or implied by this agreement, nor is this agreement to be
                an
                Aboriginal "IMPACT AND MANAGEMENT OF BENEFITS AGREEMENT"
                ("IMBA")
                and this agreement is not a
                waiver
                or release by BRDN of ACCESS or any third party asserting an interest
                in
                the subject matter of this agreement to abridge or replace any legal
                requirement, duty, convention or practice of the Federal, Provincial
                or
                any municipal government to consult with BRDN as required under:
                

            


    

    


    
      	 	
              1.

            	
              practice;
                

            


    

    
      	 	
              2.

            	
              convention;
                

            


    

    
      	 	
              3.

            	
              the
                common law; 

            


    

    
      	 	
              4.

            	
              duty
                to consult; 

            


    

    
      	 	
              5.

            	
              honourable
                dealing; 

            


    

    
      	 	
              6.

            	
              the
                constitutional laws of BRDN and the constitutional laws of Canada;
                

            


    

    
      	 	
              7.

            	
              statutory
                law and regulations and requirements including land claims, specific
                claims or TLE settlement agreements;


            


    

    
      	 	
              8.

            	
              regulatory
                requirements including the regulatory duty to consult; and
                

            


    

    
      	 	
              9.

            	
              any
                other understand, practice or law. 

            


    

    


    ARTICLE
      II - MANAGEMENT

    


    MANAGEMENT

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4.1

            	
              A
                Project Committee shall be formed which shall be comprised initially
                of
                two members designated by BRDDC and two members selected by ACCESS.
                A
                selection process will be carried by these members to appoint a fifth
                member. The procedures, rules for appointment and replacement of
                members,
                terms of office, and authority of the Committee and similar matters
                will
                be as agreed by the Parties from time to time, and shall be consistent
                with this agreement. The Project Committee shall have those advisory,
                negotiating and other functions relating to the work to be carried
                on
                pursuant to this agreement that are agreed by the Parties from time
                to
                time, it being intended that the Project Committee will serve as
                a forum
                for ongoing communication, analysis, strategic planning, project
                management, budget analysis and similar functions.
                

            


    

    


    


    ARTICLE
      III - DEVELOPMENT

    


    SEISMIC

    


    


    
      	
              5.1
                

            	
              Access
                shall be responsible for applying for all authorization, permits,
                leases,
                surface leases or rights of way required to carry out the Projects
                and to
                carry out its seismic programs (all of which are called the "Contracts").
                BRDDC and BRDN agree to provide support and consultation in regard
                to
                these Contracts. 

            


    

    


    
      	
              5.2
                

            	
              Access
                shall assume the entire cost, risk and expense of all the seismic
                programs
                conducted or any seismic reprocessing required on the Project Lands.
                In
                the event that Access should receive a bona fide third party offer
                to
                purchase any of the seismic data acquired through such expenditure,
                and
                provided further that the sale of such data would not be detrimental
                to
                either of the parties hereto, then BRDDC and Access may sell the
                said data
                and equally share the net proceeds thereof.


            


      	 	 


      	5.3	
              Access
                shall provide to BRDDC all information which it may obtain from the
                seismic program or seismic programs conducted on the Project Lands
                on the
                understanding that such information shall remain strictly confidential
                and
                shall not be distributed or disseminated by BRDDC to any third party.
                

            


    

    


    FEASIBILITY,
      IMPACT and BENEFIT STUDY and REPORT

    


    


    
      	
              6.1

            	
              The
                Parties agree that a feasibility and impact and benefit study is
                necessary
                which shall be undertaken as part of the preparation of a business
                plan
                related to the Development and Operation of the A 10 Project.
                

            


    

    


    
      	
              6.2

            	
              The
                Parties agree that the federal and provincial governments may have
                certain
                grants, subsidies or other assistance available to assist in funding
                all
                or a portion of a feasibility study. The BRDDC, in consultation with
                and
                with the assistance of ACCESS may apply for all such grants, subsidies
                and
                other assistance of which it is aware.


            


    

    


    
      	
              6.3

            	
              Without
                limiting the generality of the foregoing and save for any funding
                which
                may be available, all costs - of the feasibility, impact and benefit
                study
                shall be paid by ACCESS, and all such reasonable costs so paid shall
                be
                recoverable in full as Project Costs from proceeds of Project Financing
                or
                Operation. 

            


    

    


    


    ENGINEERING
      DESIGN. CONSTRUCTION AND MANAGEMENT

    


    
      	
              7.1

            	
              The
                Parties acknowledge that the professional engineering services will
                be
                required for many purposes relating to Development and Operation
                of the A
                10 Project, including design, selecting and qualifying equipment,
                site
                preparation, construction, project management, plant commissioning,
                startup and ongoing Operation. The Parties agree that ACCESS is
                authorized, but not obliged, to engage in its own name and on its
                own
                account with full disclosure to and in consultation with BRDDC, one
                or
                more recognized and suitable engineering firm(s) selected by ACCESS,
                to
                provide the required engineering services, following a formal bid
                process
                based on appropriate published criteria. Such contract, or contracts,
                shall contain terms and conditions consistent with the published
                formal
                bid criteria and which are normal and customary for a project of
                this
                scope, kind and location. 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


      


      
        	
                7.2
                  

              	
                Management
                  of the areas within the Project Lands will include undertaking
                  an
                  Environmental Impact Assessment, incorporating Traditional Environmental
                  Knowledge, which will include, but not be limited to, impact upon
                  flora
                  and fauna and culture. 

              


      

      


      
        	
                7.3
                  

              	
                Without
                  limiting the generality of the foregoing, all costs of any engineering,
                  design, construction, management and similar contracts shall be
                  paid by
                  ACCESS pending completion of the Agreements, and all such reasonable
                  costs
                  so paid shall be recoverable in full as Project Costs from proceeds
                  of
                  Project Financing or Operation.


              


      

    

    


    ARTICLE
      IV - PROFITS

    


    PROFIT
      DISTRIBUTION

    


    


    
      	
              8.1

            	
              The
                Parties shall develop and operate·the A10 Project in a manner intended to
                maximize the economic benefit to the Parties over the life of the
                A 10
                Project, and in a manner which meets or exceeds industry imposed
                standards
                and practices for such a project. 

            


    

    


    
      	
              8.2

            	
              Subject
                to the right of participation of BRDDC as set-out herein, if Access
                proposes a Project or a Well for the Lands and thereby elects to
                drill a
                Well and pay 100% of the capital costs and expenses associated with
                that
                Well on the Lands, Access will earn a 100%
                working
                interest within the section of land comprising the Project or the
                Well.
                BRDDC's interest in the specific project related to it [confidential
                treatment requested].

            


    

     

    

      
        	
                8.3

              	
                BRDDC
                  shall have the right to [confidential treatment requested] in any
                  Project
                  as contemplated herein on the Lands thereby reducing the cash contributed
                  and the earned interest of Access by the amount of the participation
                  of
                  BRDDC. For each Project proposed on the Lands, Access will deliver
                  a
                  Project Notice and Authority for Expenditure ("AFE") as well as
                  a
                  presentation by representatives of Access to BRDDC. BRDDC shall
                  make its
                  decision pursuant to Article 902 of the Operating Procedure.
                  

              


      

      


      
        	
                8.4

              	
                The
                  definition of Payout as set-out herein in this Agreement shall
                  apply to
                  any Projects or Wells related to the Projects on the Lands.
                  

              


      

    

    


    
      	
              8.5

            	
              In
                Summary: 

            


    

    


    BRDDC
      will be entitled to the following interests:

    


    BRDDC
      will be entitled to participate in a Project "on a Project by Project/Well
      by
      Well basis" for an additional working interest, [confidential treatment
      requested]: 

    

      
        	
                Before
                  Payout Working Interest:

              	
                [confidential
                  treatment requested]

              
	
                After
                  Payout Working Interest:

              	
                [confidential
                  treatment requested]

              


      

    

    


    [confidential
      treatment requested]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Access
      would be entitled to the following interests if BRDDC chooses not to
      participate: 

     

    
      
        
          	Capital
                  Costs of the
                  Project: 	100%
	
                  Before
                    Payout Earned Working Interest:

                	
                  [confidential
                    treatment requested]

                
	
                  After
                    Payout Earned Working Interest: 

                	
                  [confidential
                    treatment requested]

                


        

      

    

    


    Access
      would be entitled to the following interests if BRDDC chooses to participate:
      

     

    
      	Capital
              Cost of the
              Project:100
              %	100%
	
              Before
                Payout Earned Working Interest:

            	
              [confidential
                treatment requested]

            
	
              After
                Payout Earned Working Interest: 

            	
              [confidential
                treatment requested]

            
	Before
              Payout Earned
              Working Interest:	[confidential
              treatment requested]
	After Payout
              Earned
              Working Interest:	[confidential
              treatment requested]


    

       

    


    ARTICLE
      V

    


    MEETINGS

    


    
      	
              9.1

            	
              Access
                will, in addition to the technical presentations held in conjunction
                with
                the serving of a Project Notice/AFE under, hold quarterly meetings
                with
                the BRDDC for the purpose of outlining the previous quarters' activity
                and
                at a minimum the proposed .work program for the next following quarter.
                

            


      	 	 


      	9.2	Both parties agree that they will conduct a meeting
              at
              least once every 120 days for the purpose of discussion of any and
              all
              matters. 


    

    


    ARTICLE
      VI

    


    ARBITRATION

    


    
      	
              10.1
                

            	
              In
                the event 9f
                any dispute, claim, question or difference arising out of or relating
                to
                this agreement or the breach thereof, the parties hereto shall use
                their
                best endeavours to settle such disputes, claims, questions or differences.
                To this effect, they shall consult and negotiate with each other,
                in good
                faith and understanding of their mutual interests, to reach a just
                and
                equitable solution satisfactory to both parties. If they do not reach
                such
                solution within a period of thirty (30) days, then upon notice by
                either
                party to the other in writing, the disputes, claims, questions or
                differences (referred to herein as "disputes") shall be finally settled
                by
                arbitration in accordance with the provisions of the Arbitrations
                Act (Saskatchewan)
                including any amendments thereto and the following shall apply to
                such
                arbitration: 

            


    

    

      
        	 	
                a)

              	
                The
                  disputes shall be referred to the arbitration and final decision
                  of one
                  arbitrator to be appointed by mutual agreement between the parties;
                  

              


      

      


      
        	 	
                b)

              	
                Should
                  there be a failure to appoint an arbitrator as provided above,
                  such
                  arbitrator shall be appointed by Her Majesty's Court of Queen's
                  Bench for
                  Saskatchewan; 

              


      

      


      
        	 	
                c)

              	
                The
                  arbitrator shall have the power to obtain the assistance, advice
                  or
                  opinion of any expert as he may think fit and shall have the discretion
                  to
                  act upon any assistance, advice or opinion so obtained;
                  

              


      

      


      
        	 	
                d)

              	
                The
                  arbitrator shall be instructed that time is of the essence in proceeding
                  with his determination of any dispute, claim, question or difference;
                  

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      
        	 	
                e)

              	
                The
                  costs of the arbitrator and any costs associated with the proceedings
                  shall be borne equally by both parties and each party shall be
                  responsible
                  for any costs associated with its own legal and counseling advisors,
                  unless otherwise decided by the arbitrator;


              


      

      


      
        	 	
                f)

              	
                The
                  arbitration award shall be given in writing, and shall be final,
                  binding
                  on the parties, not subject to any appeal, and shall deal with
                  questions
                  of cost of arbitration and all matters related thereto;
                  and

              


      

      


      
        	 	
                g)

              	
                Judgment
                  upon the award rendered may be entered into any court having jurisdiction,
                  or application may be made to such court for a judicial recognition
                  of the
                  award or an order of enforcement, thereof, as the case may be.
                  

              


      

    

    


    ARTICLE
      VII

    


    APPLICATION
      OF OPERATING PROCEDURE

    


    
      	
              11.1

            	
              The
                Operating Procedure shall apply to all operations carried out on
                the
                project Lands and such lands shall be the "Project Lands" under the
                Operating Procedure. The participating interests of the parties in
                such
                joint lands for purposes of the Operating Procedure shall be the
                working
                interests that are established by this Agreement. The parties agree
                that
                Access shall be the Operator under the Operating Procedure.
                

            


    

    


    


    ARTICLE
      VIII

    


    DISPOSITION
      OF INTERESTS

    


    
      	
              12.1

            	
              Disposition
                of Interests will be governed by Article 2401 of the Operating Procedure
                and Article 2402 will not apply. 

            


    

    


    


    ARTICLE
      XIV

    


    GENERAL

    


    


    
      	
              13.1

            	
              Addresses
                for notices authorized or required to be given pursuant to this agreement
                are as follows: 

            


    

    

      
        	
                Toronto,
                  Ontario

              	
                Access:
                  Access Energy Inc.

              
	 	
                Attention:

              
	 	 
	
                BRODC:
                  

              	
                Buffalo
                  River Dene Development Corporation

              
	 	
                General
                  Delivery 

              
	 	
                Dillon,
                  Saskatchewan S0M 0S0

              
	 	
                Attention:
                  

              


      

       

    

    
      	
              13.2

            	
              All
                notices authorized or required to be given pursuant to this Agreement
                shall be in writing and may be delivered by hand, mailed by registered
                or
                certified first class airmail or sent by telecommunication.
                

            


    

    


    
      	
              13.3

            	
              The
                notice shall be deemed to have been given and
                received

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    a) if
      delivered on the day on which it was delivered; 

    b) if
      mailed, five days after the date of mailing; 

    c) if
      sent
      by telecommunication, on the first business day following the day it was
      dispatched. 

    


    
      	
              13.4

            	
              No
                notice shall be effective if mailed during any period in which Canadian
                postal workers are on strike or if a strike of postal workers is
                imminent
                and may be anticipated to affect normal delivery
                thereof.

            


    

    


    
      	
              13.5

            	
              A
                party may change its address for the receipt of notices at any time
                by
                giving notice thereof to the other
                parties.

            


    

    


    
      	
              13.6

            	
              This
                Agreement shall include the Memorandum of Understanding attached
                as
                Schedule “D”.

            


    

    


    
      	
              13.7

            	
              If
                there is a conflict between the provisions of the Operating Procedure
                and
                this Agreement, then this Agreement shall prevail.
                

            


    

    


    
      	
              13.8

            	
              The
                term of this Agreement shall be for twenty (20) years from the date
                of
                this Agreement as first written above and thereafter for so long
                as there
                is continuous production from the Project Lands in commercial quantities.
                

            


    

    


    
      	
              13.9

            	
              Each
                of the Parties represents to the other that it has full legal capacity
                and
                Authority to execute and deliver this joint venture.
                

            


    

    


    
      	
              13.10

            	
              This
                agreement shall enure to the benefit of and be binding upon the Parties
                and their respective successors and permitted
                assigns.

            


    

    


    IN
      WITNESS WHEREOF the parties hereto have duly executed this agreement as of
      the
      date first above written. 

    


    ACCESS
      ENERGY INC.

    


    Per: /s/
      Paul
      Parisotto                                                          


    


    
      Per:
        /s/ H. Reginald F.
        Burden                                           
 



    


    BUFFALO
      RIVER DENE DEVELOPMENT CORPORATION 

    


    
      Per:
        /s/ Louie Chinalqury     



    
      Per:
        ______________________________________     

    

    


    


    This
      is
      the execution page to a Joint Venture Agreement dated November, 3, 2006
      made

    between
      

    


    Access
      Energy Inc. 

    


    and
      

    


    Buffalo
      River Dene Development Corporation 

    


    
      
        
        

      

      
        8