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Terminology

Having a financial partner, such as WCSB can improve the rate of return of projects for the oil & gas companies as the operator spends disproportionately less of their capital in return for a lesser amount of "top-line revenues". The oil & gas companies enhanced IRR makes every dollar of capital more efficient.

  

“Additional Wells” means Development Well or Exploration Well opportunities which may arise in addition to, or following, the completion of a Program.


“Affiliate” has the meaning ascribed to the term “affiliated entity” in Ontario Securities Commission Rule 61 501.


“Available Funds” means all funds available to the Partnership from the sale of Units after deducting the Agents’ fees, expenses of the Offering and the Operating Reserve from the Gross Proceeds of the Offering. 


“CDE” or “Canadian Development Expense” means Canadian development expense, as defined in subsection 66.2(5) of the Tax Act, which includes certain expenses incurred for the purpose of developing petroleum or natural gas deposits in Canada (including certain drilling expenses), but excludes Qualifying CDE.


“CEE” or “Canadian Exploration Expense” means Canadian exploration expense, as defined in subsection 66.1(6) of the Tax Act, including:

 

(a) expenses incurred in a year in drilling an oil or natural gas well if such drilling resulted in the discovery that a natural underground reservoir contains petroleum or natural gas where before the time of the discovery, no person or partnership had discovered that the reservoir contained either petroleum or natural gas and the discovery occurred at any time before six months after the end of the year;
(b) expenses incurred in a year in drilling an oil and natural gas well if the well is abandoned in the year or within six months after the end of the year without ever having produced; and
(c) certain expenses incurred for the purpose of determining the existence, location, extent or quality of an accumulation of petroleum or natural gas in Canada.


“Closing” means the completion of the purchase and sale of any Units.


“CRA” means Canada Revenue Agency.


“Development Well” means a well drilled to exploit or develop a hydrocarbon reservoir discovered by previous drilling or a well drilled for long extension of a partially developed pool.


"Distributable Cash” of the Partnership at any particular time means: (i) the difference between the amount of Cash held by the Partnership and the amount of the Operating Reserve and the General Partner’s Share at that time; and (ii) at the time of dissolution of the Partnership, shall include the value of any assets of the Partnership required to be distributed in specie.


“Distribution” means all amounts paid or securities or other property of the Partnership to a Limited Partner in respect of such Limited Partner’s interest or entitlement in the Partnership in accordance with the provisions of the Partnership Agreement.


“Eligible Expenditures” means CDE, CEE and Qualifying CDE.


“Exploration Well” means a well that is not a Development Well.


“Flow-Through Shares” means securities of Subsidiary Companies which qualify as flow-through shares, as defined in subsection 66(15) of the Tax Act, and in respect of which Subsidiary Companies, pursuant to Investment Agreements, agree to renounce Eligible Expenditures to the Partnership, and includes rights entitling the Partnership to acquire such securities, which rights qualify as flow-through shares for the purposes of the Tax Act.


“General Partner” means WCSB Oil & Gas Income Management Corp.


“GORR Group” means all companies, partnerships or other entities which GORR Holdings Corp., the General Partner, or any of their respective affiliates or directors or officers directly or indirectly control, including without limitation any limited partnerships of which the general partner is or is controlled by any of the foregoing persons, and any limited partnership or trust or other issuers of which any such persons are managers.


“Gross Overriding Royalty”
or “GORR” means a percentage gross overriding royalty interest in the revenue from the sale of the earned production of a Program, payable to a Subsidiary Company pursuant to a royalty agreement between a Subsidiary Company and an Oil & Gas Co, as applicable.

“Gross Proceeds” of the Offering means the total number of Units sold pursuant to the Offering multiplied by $100.00 per Unit.


“Program” means the oil and/or natural gas production and/or exploration program conducted under a Joint Venture Agreement.


“Promoter” means GORR Holdings Corp.


“Qualifying CDE” means CDE which may be renounced by a Resource Company under the Tax Act as CEE, but which excludes any CDE which is deemed to qualify as CEE of a Resource Company under subsection 66.1(9) of the Tax Act.


“Resource Company” means a corporation which represents to the Partnership that:
(a) it is a “principal-business corporation” as defined in subsection 66(15) of the Tax Act, which includes corporations whose principal business is oil and natural gas exploration and/or production; and
(b) it intends (either by itself or through a Related Corporation) to incur Eligible Expenditures in Canada.


“Stock Exchange Listing” means the listing of the Units (or the securities of another entity that acquires all or substantially all of the assets of the Partnership) for trading on a Designated Stock Exchange.


“Subscriber” means a person who subscribes for Units.


“Subscription Agreement” means the subscription agreement formed by the acceptance by the General Partner (on behalf of the Partnership) of a Subscriber’s offer to purchase Units (made through a registered dealer or broker), whether in whole or in part, on the terms and conditions set out in this Prospectus and the Partnership Agreement.


“Tax Act” means the Income Tax Act (Canada), as amended from time to time.


“Taxable Income” and “Taxable Loss” mean, in respect of any fiscal year, the income or loss of the Partnership determined in accordance with the Tax Act.


“Technical Advisor” means a professional engineering consultant engaged from time to time by a Subsidiary Company or the General Partner, on behalf of a Subsidiary Company, to provide such Subsidiary Company with technical services with respect to oil and/or natural gas Programs or valuation of the Subsidiary Company’s Joint Venture interest.


“Unit” means one unit of limited partnership interest in the Partnership.


 

“Warrants” means warrants exercisable to purchase shares or other securities of a Resource Company (which shares or other securities may or may not be Flow-Through Shares).