Skip to main content
The Manitoba Oil and Gas Corporation Act
This is an unofficial archived version of The Manitoba Oil and Gas Corporation Act
as enacted by SM 1987-88, c. 9 on July 17, 1987.

R.S.M. 1987, c. O34

The Manitoba Oil and Gas Corporation Act

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions.

1

In this Act

"board" means the board of directors of the corporation; ("conseil d'administration")

"corporation" means The Manitoba Oil and Gas Corporation; ("Société")

"director" means a member of the board; ("administrateur")

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; ("minister")

"natural gas" means gas as defined in The Mines Act and includes any right, title or interest to or in natural gas; ("gaz naturel")

"oil" or "petroleum" mean oil as defined in The Mines Act and includes any right, title or interest to or in oil. ("pétrole")

Corporation continued.

2

The Manitoba Oil and Gas Corporation is continued as a body corporate consisting of the persons who are members of the board.

General powers and objects.

3

The corporation shall carry out and promote exploration and development of oil and natural gas or either, in Manitoba and elsewhere and shall perform duties and functions and may exercise powers imposed or conferred upon it under this or any other Act of the Legislature or by the Lieutenant Governor in Council.

Additional powers.

4

Without restricting the generality of section 3, the corporation may, either solely or jointly with one or more others,

(a) acquire, own, lease, explore for, develop, produce, process, refine, manage, utilize, conserve, store, transport, purchase, sell, dispose of, or otherwise deal in, petroleum and natural gas or either, or any product thereof or any product produced in association with the production or processing of petroleum and natural gas;

(b) participate with others in the activities mentioned in clause (a) either directly or in partnerships or through subsidiaries or through operating companies established to carry on joint operations for the participants;

(c) subject to this Act, acquire, hold, mortgage, alienate and otherwise dispose of land and any interest therein;

(d) carry on any other business that may seem to the corporation capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the corporation.

Priority to Manitoba interests.

5

In exercising any of its powers, the corporation shall give priority to the exploration for and development of oil and natural gas within Manitoba.

Capacity of natural person.

6

Subject to provisions of this Act, the corporation has the capacity and the rights, powers and privileges- of a natural person, including the capacity to exercise its powers beyond the boundaries of the province to the extent to which the laws in force where the powers are sought to be exercised permit, and it may perform all acts and do all things necessary to carry out and attain its purposes and objects and to exercise the rights vested in it and perform the duties imposed upon it by or under this Act or any other Act of the Legislature and may accept extra-provincial powers and rights.

Part XVI of Corporations Act not to apply.

7

Part XVI of The Corporations Act does not apply to the corporation.

Board of directors.

8(1)

The affairs of the corporation shall be managed and administered by a board of directors of not fewer than three and not more than seven directors appointed by the Lieutenant Governor in Council.

Terms of office.

8(2)

Unless he sooner dies, resigns or is removed from office, each director shall serve for such term as may be specified by the Lieutenant Governor in Council and thereafter until his successor is appointed.

Chairman.

8(3)

The Lieutenant Governor in Council shall designate one of the directors as chairman of the board.

Vice-chairman.

8(4)

The Lieutenant Governor in Council may designate one of the directors to be vice-chairman of the board who, when appointed, has all the powers and duties of the chairman in the event of the absence or incapacity of the chairman.

Remuneration.

9(1)

Each director, shall be paid by the corporation such remuneration for his services as may be fixed by the Lieutenant Governor in Council and such reasonable out-of-pocket expenses incurred by him in the performance of those duties as may be approved by the board.

Authority for M.L.A. to be member.

9(2)

Notwithstanding The Legislative Assembly Act, a member of the Legislative Assembly, who may also be a member of the Executive Council, may be a member of the board and may accept from the corporation salary or remuneration and he does not thereby vacate or forfeit his seat, or incur any of the penalties imposed under The Legislative Assembly Act for sitting or voting as a member of the Legislative Assembly.

Head office.

10

The principal office of the corporation shall be established at such place in Manitoba as the board may from time to time determine.

Capital.

11(1)

The capital of the corporation is $20,000,000. divided into 200,000 shares.

Purchase of shares by government.

11(2)

From and out of the Consolidated Fund, with moneys authorized by an Act of the Legislature to be so paid and applied, the Minister of Finance, with the approval of the Lieutenant Governor in Council, may purchase shares of the corporation for and on behalf of the government.

Issue of shares to Minister of Finance.

11(3)

Subject as herein provided, the shares of the corporation shall be issued to and registered in the name of the Minister of Finance, and shall be held by him on behalf of the government.

No shares issued other than to the Crown.

11(4)

The corporation shall not issue any shares to anyone other than the Minister of Finance in accordance with this section.

Dividends from profits.

12

The corporation, on the direction of the Lieutenant Governor in Council, shall declare and distribute dividends from all or any part of its profits as may be specified by the Lieutenant Governor in Council.

Banking.

13(1)

Subject to any directions of the Lieutenant Governor in Council with respect thereto, the corporation may make such banking arrangements as it deems necessary for the conduct of its affairs.

Investment of extra funds.

13(2)

If at any time the corporation has funds in excess of the amount that is required for its immediate purposes, it shall pay over the excess to the Minister of Finance for investment for and on behalf of the corporation.

Extra moneys held in trust.

13(3)

Moneys paid to the Minister of Finance for investment under subsection (2) shall form part of the Consolidated Fund and together with the interest earnings thereon shall be credited to the account of the corporation in the Consolidated Fund; and such earnings, either alone or with the principal sum invested for the corporation by the Minister of Finance hereunder, or any part thereof, shall be deemed to be trust funds held by the Minister of Finance, and shall be paid over to the corporation by the Minister of Finance on request of the corporation.

Authority for temporary borrowings.

14(1)

With the approval of the Lieutenant Governor in Council, the corporation may, from time to time, borrow or raise money for temporary purposes by way of overdraft, line of credit, or loan, or otherwise upon the credit of the corporation, in such amounts not exceeding in the aggregate the sum of $5,000,000. of principal outstanding at any time, upon such terms, for such periods, and upon such other conditions, as the corporation may determine.

Guarantee of temporary borrowings.

14(2)

The government may, on such terms as may be approved by the Lieutenant Governor in Council, guarantee the payment of the principal and interest on any borrowings of the corporation under this section.

Approval of Minister of Finance.

14(3)

The corporation shall not borrow or raise money under this section otherwise than

(a) by way of overdraft or line of credit with a bank; or

(b) by sale of its short term notes to a bank in lieu of borrowing by overdraft or line of credit;

unless it has obtained the prior approval of the Minister of Finance, who, at the request of the corporation, may act as its agent in the borrowing or raising of the money.

Temporary advances by government.

15

To the extent permitted by any Act of the Legislature, the Lieutenant Governor in Council may authorize the Minister of Finance, to advance moneys to the corporation for its temporary purposes, out of the Consolidated Fund; and every such advance shall be repaid by the corporation to the Minister of Finance at such times, and on such terms, as the Lieutenant Governor in Council may direct, together with interest thereon at such rate per year as may be approved by the Lieutenant Governor in Council from time to time.

Loans by government.

16

To the extent permitted by any Act of the Legislature the Lieutenant Governor in Council may authorize the raising by way of loan, in the manner provided in The Financial Administration Act, of such amounts as the Lieutenant Governor in Council may deem requisite for any of the purposes of the corporation; and any such amounts may be advanced to, and paid over by the Minister of Finance to the corporation and shall be repaid by it to the Minister of Finance at such times, and on such terms, as the Lieutenant Governor in Council may direct, together with interest thereon at such rate per year as may be approved by the Lieutenant Governor in Council from time to time.

Power of corporation to borrow and to issue securities.

17(1)

Subject to the approval of the Lieutenant Governor in Council, and to subsection (2), the corporation may

(a) raise money by way of loan on the credit of the corporation:

(b) limit or increase the amount to be raised;

(c) issue notes, bonds, debentures, or other securities of the corporation;

for the purposes of the corporation and, through the Minister of Finance, who shall be its agent in that behalf, it may

(d) sell or otherwise dispose of the notes, bonds, debentures, or securities, for such sums, and at such prices, as are deemed expedient;

(e) raise money by way of loan on any such securities;

(f) pledge or hypothecate any such securities as collateral security; or

(g) do any of those things.

Limitation on borrowing powers.

17(2)

The powers conferred on the corporation under subsection (1) may be exercised only

(a) for the repayment of any expenditure made, or that may be made by the government for the purposes provided for in this Act, or for the repayment, refunding, or renewal, of the whole or part of any loan or advance made by the government to the corporation or of notes, bonds, debentures, or other securities issued by the corporation; or

(b) in cases to which clause (a) does not apply, only to the extent permitted by this Act or any other Act of the Legislature.

Reissue of pledged securities.

17(3)

Where securities have been pledged or hypothecated by the corporation as security for a loan and the loan has been paid off, the securities are not thereby extinguished, but are still alive, and may be reissued and sold or pledged as if the former pledging had not taken place.

Form of securities.

17(4)

The notes, bonds, debentures, and other securities the issue of which is authorized under subsection (1) shall be in such form, and shall bear such rates of interest, and shall be payable as to principal, interest, and premium, if any, at such times and places, in such amounts, and such manner in all respects,, as the Lieutenant Governor in Council may determine.

Form of securities.

17(5)

The notes, bonds, debentures, and other securities authorized under subsection (1) shall bear the seal of the corporation which may be impressed thereon or may be engraved, lithographed, printed, or otherwise mechanically reproduced thereon, and, together with any coupons attached thereto, shall bear the manual, engraved, lithographed, printed, or otherwise mechanically reproduced signatures of the chairman of the board and of the secretary of the corporation; and any such mechanically reproduced seal and signatures are, for all purposes, valid and binding upon the corporation if the note, bond, debenture or other security, bearing it or to which the coupon bearing it are attached, is countersigned by an officer appointed by the corporation for that purpose, notwithstanding that the person whose signature is so reproduced may not have held office at the date of the note, bond, debenture, or other security or at the date of the note, bond, debenture, or other security or at the date of delivery thereof and notwithstanding that the person who holds any such office at the time when any such signature is affixed is not the person who holds that office at the date of the note, bond, debenture, or other security or at the date of the delivery thereof.

Proof that issue of securities is necessary.

17(6)

A recital or declaration, in the resolution or minutes of the board authorizing the issue or sale of notes, bonds, debentures, or other securities, to the effect that the amount of notes, bonds, debentures, or other securities so authorized is necessary to realize the net sum authorized or required to be raised by way of loan, is conclusive evidence of that fact.

Power of government to guarantee.

18(1)

The government may, on such terms as may be approved by the Lieutenant Governor in Council, guarantee the payment of the principal, interest, and premium, if any, of any notes, bonds, debentures, and other securities issued by the corporation; and the form and manner of any such guarantee shall be such as the Lieutenant Governor in Council may approve.

Signing of guarantees.

18(2)

The guarantee shall be signed by the Minister of Finance, or such other officer or officers as may be designated by the Lieutenant Governor in Council; and, upon being signed, the government is liable for the payment of the principal, interest, and premium, if any, of the notes, bonds, debentures, and securities guaranteed, according to the tenor thereof.

Discharge of liability under guarantee.

18(3)

In a case to which subsections (1) and (2) apply, the Lieutenant Governor in Council may discharge the liability resulting from the guarantee out of the Consolidated Fund, or out of the proceeds of securities of the government issued and sold for the purpose; and, in the hands of a holder of any such notes, bonds, debentures, or securities of the corporation, a guarantee so signed is conclusive evidence that compliance has been made with this section.

Signature of Minister of Finance, etc.

18(4)

The signature of the Minister of Finance or or any such officer or officers for which provision is made in subsection (2) may be engraved, lithographed, printed, or otherwise mechanically reproduced, and the mechanically reproduced signature of any such person shall be conclusively deemed, for all purposes, the signature of that person and is binding upon the Government of Manitoba notwithstanding that the person whose signature is so reproduced may not have held office at the date of the notes, bonds, debentures, or other securities or at the date of the delivery thereof and notwithstanding that the person who holds any such office at the time when any such signature is affixed is not the person who holds that office at the date of the notes, bonds, debentures, or other securites or at the date of the delivery thereof.

Establishment of sinking fund.

19(1)

The corporation shall reserve and set aside out of the revenue and funds of the corporation

(a) such annual or other periodic amounts as may be required to be reserved and set aside as a sinking fund under any agreement or undertaking entered into, or assumed, by the corporation or the responsibility for the performance or implementation of which is an obligation of the corporation, relative to the repayment of money borrowed by the corporation; and

(b) such additional annual or other periodic amounts as the Lieutenant Governor in Council may from time to time direct to be reserved and set aside as a sinking fund for the repayment of any other money borrowed by, or advanced to, the corporation and applied to the cost of acquisition or development of properties of the corporation, or indebtedness the liability for the repayment of which is an obligation of the corporation, in respect of the cost of any properties or development thereof or otherwise.

Payment to Minister of Finance.

19(2)

The money reserved and set aside in each fiscal year for sinking fund purposes under subsection (1) shall be paid to the Minister of Finance as trustee for the corporation, and the Minister of Finance shall establish an appropriate sinking fund account for the purpose.

Investment by Minister of Finance.

19(3)

The Minister of Finance shall invest and keep invested the money so held by the Minister of Finance, in securities authorized by The Financial Administration Act for the investment of funds, and shall apply them towards the repayment of advances made to, and money borrowed or assumed by, the corporation or liability for the repayment of which is an obligation of the corporation and to which reference is made in subsection (1), as they fall due; and the Minister of Finance shall invest and reinvest the earnings from the investment of the money so reserved and set aside and paid to and held by the Minister of Finance.

Repayments to the government.

19(4)

The corporation, in addition to the payments provided for under subsection (1), may pay to the Minister of Finance such money as it may have available for application on advances made by the government to the corporation or assumed by the corporation or liability for the repayment of which is an obligation of the corporation.

Audit.

20(1)

The accounts of the corporation shall, at least once in each year, be audited and reported on by an auditor, who may be the Provincial Auditor, appointed by the Lieutenant Governor in Council and the costs thereof shall be paid by the corporation.

Special audits.

20(2)

Notwithstanding subsection (1), and in addition thereto, the Lieutenant Governor in Council or the Provincial Auditor may at any time order an audit of or an investigation into the accounts or affairs of the corporation and where the Lieutenant Governor in Council or the Provincial Auditor orders an audit or investigation, he shall designate the person, who may be the Provincial Auditor, to make the audit or investigation.

Liability of directors.

21(1)

A director is not liable or answerable for any debt, liability or obligation of the corporation or for any act, error or omission of the corporation or of any of its officers, employees or agents.

Liability of directors, officers, etc.

21(2)

The directors and the officers and employees of the corporation and any person acting under the instructions of any of them or under the authority of this Act or an order made thereunder are not personally liable for any loss or damage suffered by any person by reason of anything done, caused, permitted or authorized to be done by them in good faith and without negligence in the course of the administration of this Act or in the exercise of the powers given by this Act.