Shell, Chevron and Western Oilsands Joint Venture

On December 7, 1999, Shell Canada Ltd. (Shell), Chevron Canada Resources Ltd. (Chevron) and Western Oilsands LP (Western) announced a joint venture agreement and a series of related program agreements pertaining to the new Muskeg River Oilsands Mine, Extraction Plant, Pipeline and Upgrader in Northern Alberta. The $1.8 billion mine and extraction plant are expected to produce 155,000 barrels per calender day of bitumen starting in late 2002 and will be operated by Albian Sands Energy Inc., a new company formed by the joint venture. The Upgrader project, valued at $1.7 billion, is to be constructed next to Shell’s existing Scotford Refinery and will use hydrogen addition technology to process the bitumen from the mine into a range of premium, synthetic crude oils. The Upgrader will be operated by Shell. Bitumen will be transported from the mine to the upgrader by the Corridor Pipeline, which will also connect the Upgrader with refinery and pipeline terminals in the Edmonton area and provide oil storage facilities for the project. This aspect of the project will be financed by a $600 million investment by Corridor Pipeline Limited, a wholly owned subsidiary of BC Gas Inc. The pipeline will be operated by another BC Gas subsidiary, Trans Mountain Pipe Line Company Ltd.

Cal D. Johnson, John H. Cuthbertson, William H. Winters, Alan T. Pettie, Harry S. Campbell, Q.C., and Alicia K. Quesnel of Burnet, Duckworth & Palmer represented Chevron and worked in association with in-house counsel Richard A. Pashelka (General Counsel) and William Harvey. BD&P was assisted by Chevron’s US external counsel, Pillsbury Madison & Sutro, represented by Ruth Modisette and Robert James. Legal representation to Shell was provided by Bennett Jones with a team that included Robert P. Desbarats, Philip D. Backman, David H. McDermid, Michael J. Hopkins, Tim D. Kerrigan, Douglas A. Ast, Josef W. Hocher, and Brent A. Molesky. The Bennett Jones team worked with Harold W. Lemieux (General Counsel), Katherine A. Sibold, John T. Courtright and Glen S. MacInnes from Shell’s in-house counsel. Legal advice to Western was provided by Charles W. Berard, Terrance M. Hughes, Stephen G. Raby, William H. Tuer, John D. Fitzgerald and Jennifer K. Kennedy of Macleod Dixon.