Brion Energy Corporation

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Decision 21524-D01-2016 MacKay River Commercial Project Ownership Change for the Sales Oil Pipeline Lease Automated Custody Transfer Site June 14, 2016

Alberta Utilities Commission Decision 21524-D01-2016 Mackay River Commercial Project Ownership Change for the Sales Oil Pipeline Lease Automated Custody Transfer Site Proceeding 21524 Application 21524-A001 June 14, 2016 Published by the: Alberta Utilities Commission Fifth Avenue Place, Fourth Floor, 425 First Street S.W. Calgary, Alberta T2P 3L8 Telephone: 403-592-8845 Fax: 403-592-4406 Website: www.auc.ab.ca

Alberta Utilities Commission Calgary, Alberta MacKay River Commercial Project Decision 21524-D01-2016 Ownership Change for the Proceeding 21524 Sales Oil Pipeline Lease Automated Custody Transfer Site Application 21524-A001 1 Decision summary 1. In this decision, the Alberta Utilities Commission must decide whether to approve an application from to change the ownership of the sales oil pipeline Lease Automated Custody Transfer (LACT) site in the MacKay River Commercial Project from to Grand Rapids Pipeline Ltd. After consideration of the record of the proceeding, and for the reasons outlined in this decision, the Commission approves the application. 2 Introduction and background 2. On October 29, 2015, the Commission issued Decision 20907-D01-2015 1 and Order 20907-D02-2015, 2 designating the MacKay River Commercial Project as an industrial system pursuant to Section 4 of the Hydro and Electric Energy Act and providing an exemption from the operation of the Electric Utilities Act regarding the electric energy produced from and consumed by the industrial system, pursuant to Section 117 of the Electric Utilities Act. 3. (Brion) is the holder of Order 20907-D02-2015. The industrial system designation (ISD) encompasses all facilities at the MacKay River Commercial Project. These facilities are located in Townships 87 to 91, Ranges 11 to 14, west of the Fourth Meridian, and Townships 91 to 93, Ranges 14 to 16, west of the Fourth Meridian. 4. Brion filed an application with the Commission for approval to change the ownership of the sales oil pipeline LACT site in the MacKay River Commercial Project ISD from Brion to Grand Rapids Pipeline Ltd. The LACT site is a dedicated metering station where Brion s sales oil would be measured and transferred into the Grand Rapids Pipeline System. This application was registered as Application 21524-A001 on April 15, 2016. 5. Brion stated that the MacKay River Commercial Project ISD includes a LACT site, consisting of two units. The first unit serves a diluent supply pipeline, which is wholly owned by Brion. The second unit serves a sales oil pipeline, which is owned by Grand Rapids Pipeline Ltd. 1 Decision 20907-D01-2015: MacKay River Commercial Project Industrial System Designation Amendment, Proceeding 20907, Application 20907-A001, October 29, 2015. 2 Order 20907-D02-2015, Proceeding 20907, Application 20907-A001, October 29, 2015. Decision 21524-D01-2016 (June 14, 2016) 1

Mackay River Commercial Project Ownership Change for the Sales Oil Pipeline Lease Automated Custody Transfer Site 6. Brion submitted that Grand Rapids Pipeline Ltd. is a joint venture corporation in which Brion has a 50 per cent ownership. Brion stated that the ISD was approved under the premise that the LACT site would be wholly owned and operated by Brion. Subsequent to approval of the MacKay River Commercial Project ISD, Brion entered into an agreement with Grand Rapids Pipeline Ltd. to transfer its ownership and operation of the sales oil pipeline LACT site to Grand Rapids Pipeline Ltd. 7. Brion stated that it would supply power to the sales oil pipeline LACT site via a 35-kilovolt distribution line connected to the distribution system within the MacKay River Commercial Project ISD. Brion also stated that Grand Rapids Pipeline Ltd. would supply and install 600-volt secondary feeders, necessary electrical protections and ancillary systems to power its LACT site. 8. Brion indicated that the sales oil pipeline LACT site is a highly integrated piece of infrastructure that exists entirely to support the operations at the MacKay River Commercial Project, and is located on the same surface disposition with the diluent supply pipeline LACT site, which is located adjacent to its central processing facilities. 9. Brion stated that a participant involvement program was not conducted for this application because there is no new work being proposed and there would be no changes to the activities approved in Order 20907-D02-2015. 3 Findings 10. The Commission has reviewed the application and has determined that the requested ownership change would not materially affect any technical aspects of the ISD. 11. The Commission finds that Grand Rapids Pipeline Ltd. is registered under the Business Corporations Act, in accordance with the requirements of Section 23 of the Hydro and Electric Energy Act. Based on the information provided, Grand Rapids Pipeline Ltd. has demonstrated that it is eligible to hold an ISD order in its name. 12. The Commission accepts that a participant involvement program was not conducted by Brion because there are no changes to the operation or activities approved in Order 20907-D02-2015. 13. The Commission finds that the requested ownership change would have no effect on the previously considered noise and environmental impact assessments. 14. While there is not common ownership of all of the components of the industrial operations, as required by subsection 3(c) of the Hydro and Electric Energy Act, the Commission is satisfied that all of the separately owned components and all of the industrial operations are components of an integrated industrial process. Specifically, the Grand Rapids Pipeline Ltd. LACT site is adjacent to its central processing facilities and exists solely to support the operations at the MacKay River Commercial Project. Accordingly, the Commission is prepared to maintain the ISD designation for the system in accordance with subsection 4(4) of the Hydro and Electric Energy Act. 2 Decision 21524-D01-2016 (June 14, 2016)

Mackay River Commercial Project Amendment Ownership Change for the Sales Oil Lease Automated Custody Transfer Site 15. Due to the minor nature of the application, a notice of application was not issued and, therefore, a hearing was not required as the Commission considered that its decision or order would not directly and adversely affect the rights of a person pursuant to Section 9 of the Alberta Utilities Commission Act. 16. Based on the foregoing, the Commission considers the project to be in the public interest in accordance with Section 17 of the Alberta Utilities Commission Act. 4 Decision 17. Pursuant to Section 4 of the Hydro and Electric Energy Act and sections 2(1)(d) and 117 of the Electric Utilities Act, the Commission approves the application and grants to Brion the approval set out in Appendix 1 Order 21524-D02-2016 June 14, 2016 (Appendix 1 will be distributed separately). Dated on June 14, 2016. Alberta Utilities Commission (original signed by) Willie Grieve, QC Chair Decision 21524-D01-2016 (June 14, 2016) 3