Perspectives on Oil and Gas Securities Regulation in Canada
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2 Perspectives on Oil and Gas Securities Regulation in Canada Craig Burns, P.Geo. Manager, Petroleum, Corporate Finance Division SPEE 2017 Annual Conference June 13, 2017
3 Agenda 1. Introduction 2. Oil and Gas Regulatory Framework 3. Our Capital Markets 4. Oil and Gas Reviews 3
4 Introduction Alberta Securities Commission Responsible for administering Alberta s securities laws Entrusted to foster a fair and efficient capital market and protect investors Encourages effective and compliant disclosure, based upon the provision of balanced, authentic, relevant and reliable information A member of the Canadian Securities Administrators (CSA) Works to improve, coordinate and harmonize regulation The CSA s lead oil and gas (O&G) regulator 4
5 Introduction Petroleum Corporate Finance Division Focused on Helping the ASC achieve its mandate Ensuring the ASC remains the CSA s lead O&G regulator Responsibilities include Review O&G disclosure from reporting issuers (RIs) engaged in O&G activities (O&GA) for compliance with securities legislation Develop and maintain securities legislation and technical guidance Communicate in a responsive manner with capital market participants Provide expertise throughout the ASC 5
6 Introduction Petroleum Staff Craig Burns, P.Geo., Manager, Petroleum Floyd Williams, P.Eng., Senior Petroleum Evaluation Engineer Lynddy Garrido, P.Eng., Petroleum Evaluation Engineer Ramsey Yuen, P.Eng., Petroleum Evaluation Engineer Richard Bush, C.E.T., Petroleum Analyst 6
7 Agenda 1. Introduction 2. Oil and Gas Regulatory Framework 3. Our Capital Markets 4. Oil and Gas Reviews 7
8 Oil and Gas Regulatory Framework Legislation General securities legislation, including Securities Act (Alberta) National Instrument Standards of Disclosure for Oil and Gas Activities (NI ) General disclosure standards and specific annual disclosure requirements for RIs engaged in O&GA Most recent amendments implemented July 1, 2015 Five related forms for filing on SEDAR F1 Statement of Reserves Data and Other Oil and Gas Information 2 (Form F1) 1 System for Electronic Document Analysis and Retrieval (SEDAR.com) 2 Per section 2.1 of NI , to be filed with the securities regulatory authority not later than the date required by securities legislation to file audited financial statements for the most recent financial year then ended 8
9 Oil and Gas Regulatory Framework Legislation F2 Report on [Reserves Data][,] [Contingent Resources Data] [and] [Prospective Resources Data] by Independent Qualified Reserves Evaluator or Auditor 2 (Form F2) Signing represents that data have, in all material respects, been determined and are in accordance with the Canadian Oil and Gas Evaluation Handbook (COGE Handbook) F3 Report of Management and Directors on Oil and Gas Disclosure 2 (Form F3) Signing represents approval of Content and filing of Form F1 Filing of Form F2 Content and filing of Form F3 9
10 Oil and Gas Regulatory Framework Legislation F4 Notice of Filing of F1 Information For RIs that file the reports required under section 2.1 of NI in their annual information form F5 Notice of Ceasing to Engage in Oil and Gas Activities File within 10 days per section 6.2 of NI
11 Oil and Gas Regulatory Framework Guidance Companion Policy CP Standards of Disclosure for Oil and Gas Activities (51-101CP) CSA interpretation and application of NI and related forms Staff notices including CSA Staff Notice Revised Glossary to NI CSA Staff Notice Revised Guidance On Oil And Gas Disclosure CSA Staff Notice Disclosure of Abandonment and Reclamation Costs in National Instrument Standards of Disclosure for Oil and Gas Activities and Related Forms Annual oil and gas review reports 11
12 Oil and Gas Regulatory Framework Guidance COGE Handbook Technical standard for NI and required to be followed Maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter) Amended from time to time, per section 1.1 Definitions of NI Effective on publishing Update underway New structure and revised content Fall 2017 publication goal 12
13 Agenda 1. Introduction 2. Oil and Gas Regulatory Framework 3. Our Capital Markets 4. Oil and Gas Reviews 13
14 Our Capital Markets RIs engaged in O&GA represent ~20% of Canada s capital market by capitalization Alberta represents ~25% of the Canadian capital market by capitalization; second to Ontario Principally regulated RIs engaged in O&GA at March 31, 2017 Canada 271 Alberta 177 (65%) 14
15 Our Capital Markets The number of RIs actively engaged in O&GA and principally regulated in Canada has been declining RIs Principally Regulated by Jurisdiction Start of 2016 Start of 2017 At March 31, 2017 All Canadian Jurisdictions ASC
16 Our Capital Markets From the start of 2016 to the start of 2017 Net change of (39) RIs principally regulated by the ASC (14) CCAA/receivership/bankruptcy (10) change in industry/acquired by a company in another industry (10) privatized/acquired by company not principally regulated by ASC (9) acquired by a RI principally regulated by the ASC 4 new RIs Net change of (9) RIs principally regulated by all other jurisdictions The decline has been led by junior RIs 16
17 Our Capital Markets The number of receipted prospectuses from RIs with O&GA and principally regulated by the ASC has been declining O&G Prospectuses Receipted by the ASC to Date Short Form Long Form Base Shelf Precipitous decline for long forms (IPO) 17
18 Agenda 1. Introduction 2. Oil and Gas Regulatory Framework 3. Our Capital Markets 4. Oil and Gas Reviews 18
19 Oil and Gas Reviews Introduction Reviews are conducted to assess O&G disclosure from RIs engaged in O&GA for compliance with securities legislation Advances the ASC s mandate; recall that the ASC encourages effective and compliant disclosure, based upon the provision of balanced, authentic, relevant and reliable information 19
20 Oil and Gas Reviews Introduction Effective and compliant disclosure can reduce delays when RIs attempt to access capital markets Review outcomes No action taken Advisory comment(s) Amended disclosure, including amended and restated annual filings Issuer placed in default Management cease trade order Cease trade order Referral to ASC Enforcement Division 20
21 Oil and Gas Reviews Review Types Disclosure reviewed and issues raised can vary by review type Screening Review annual filings, including the statement of information specified in Form F1, and reports in accordance with Form F2, and Form F3 Continuous Disclosure Review all O&G disclosure, including annual filings, management discussion and analysis, press releases, website, etc. 21
22 Oil and Gas Reviews Review Types Press Release Review press release and other O&G disclosure as needed Technical Review evaluations of reserves and resources other than reserves (ROTR), and other O&G disclosure as needed Notice of intent to qualify to file a short form prospectus Review all O&G disclosure, including annual filings, management discussion and analysis, press releases, website, etc. 22
23 Oil and Gas Reviews Review Types Prospectus Short Form Review prospectus and other O&G disclosure as needed Long Form (initial public offering) Review prospectus, evaluations, and other O&G disclosure as needed Focus is typically on material issues in Prospectuses themselves Disclosure incorporated by reference into the prospectus 23
24 Oil and Gas Reviews Prospectus Reviews Current concerns include Inadequate understanding of legislation and guidance RIs Professional service providers Inadequate understanding of responsibilities RIs Qualified reserves evaluators and auditors 24
25 Oil and Gas Reviews Prospectus Reviews Problematic pro forma presentation of reserves, ROTR, and associated information Effective dates Assumptions, including Price forecasts Capital and operating costs Development plans 25
26 Oil and Gas Reviews Prospectus Reviews Assignment and disclosure of reserves and ROTR in absence of ownership The COGE Handbook discusses ownership Section 5.5.4a of volume 1 states assignment of reserves requires ownership of mineral rights or the right to exploit and produce Section 5.2 of volume 2 states that evaluators should only assign reserves to lands in which the company has an interest 26
27 Oil and Gas Reviews Prospectus Reviews Recall Signing Form F2 represents that data have, in all material respects, been determined and are in accordance with the COGE Handbook Signing Form F3 represents approval of Content and filing of Form F1 Filing of Form F2 (if filed) Content and filing of Form F3 27
28 UNDISCOVERED PETROLEUM INITIALLY -IN-PLACE (UPIIP) TOTAL PETROLEUM INITIALL-IN-PLACE (TPIIP) DISCOVERED PETROEUM INITIALLY-IN-PLACE (DPIIP) SUB-COMMERCIAL Increasing Chance of Commerciality COMMERCIAL Oil and Gas Reviews Prospectus Reviews Inadequate understanding of risk and uncertainty PRODUCTION 1P RESERVES 2P 3P Proved Probable Possible CONTINGENT RESOURCES 1C 2C 3C UNRECOVERABLE PROSPECTIVE RESOURCES Low Estimate Best Estimate High Estimate UNRECOVERABLE Range of Uncertainty Not to scale From section 5 of volume 1 of the COGE Handbook 28
29 Contact Information Craig Burns, P.Geo. or (403) Manager, Petroleum Floyd Williams, P.Eng. or (403) Senior Petroleum Evaluation Engineer Lynddy Garrido, P.Eng. or (403) Petroleum Evaluation Engineer Ramsey Yuen, P.Eng. or (403) Petroleum Evaluation Engineer Richard Bush, C.E.T. or (403) Petroleum Analyst 29
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