Strategic Oil and Gas: a discharge order that declines the licence question

Justice G.S. Dunlop of the Court of King's Bench of Alberta has approved, on conditions, the discharge of Alvarez & Marsal Canada Inc. as receiver of the Northwest Territories property of Strategic Oil and Gas Ltd. and Strategic Transmission Ltd., the Cameron Hills field among it, without answering the question the territory's oil and gas regulator had asked to have answered first. The order gives November 2, 2026 as the day it was pronounced and carries the clerk's stamp of November 4. Its paragraph 11, under the heading "OROGO Cross-Application," reads in full: "The request for an adjournment pursuant to the OROGO Cross-Application is denied and this Court declines to decide the Disputed Issue (as defined in the OROGO Cross-Application) in the context of the application by the Receiver for its discharge," per the Discharge Order, Nov. 2, 2026, p. 1 and para. 11.

The Disputed Issue, as the cross-application of the Office of the Regulator of Oil and Gas Operations (OROGO) defines it, is whether the territorial government "is required and eligible to hold an OA and an OL under sections 6, 10(a) and 10(b) of the Oil and Gas Operations Act": an operations authorization and an operating licence. OROGO's first request was that the court decide the question at the discharge hearing and add a third condition to the discharge, that the government "has obtained an operating licence and an operations authorization" under the Act "authorizing the continued management of the Cameron Hills field." Failing that, it asked the court to adjourn the discharge until the Alberta court had decided the question and any appeals were exhausted, or, in the alternative, to refer the question to the Supreme Court of the Northwest Territories under ss. 188(2) and 249 of the Bankruptcy and Insolvency Act and adjourn until that court had decided it and any appeals were exhausted, per the Cross-Application of OROGO, returnable Nov. 3, 2026, paras. 2–5. The discharge paragraph of the order sets two conditions on the receiver's certificate; a licence and an authorization in the government's hands are not among them, per the Discharge Order, Nov. 2, 2026, para. 8.

Two conditions and a release

A&M is discharged when it files a certificate confirming that it "has completed all known administrative tasks associated with its obligations under these proceedings," and that "the land use permit and the water licence have been transferred by the Mackenzie Valley Land and Water Board to the GNWT as contemplated in paragraph 72 of the Fifth Report." Even then it remains receiver "for the performance of such incidental duties as may be required to complete the administration of the receivership," and keeps the benefit of every order made in the proceeding, per the Discharge Order, Nov. 2, 2026, para. 8. The paragraph of the Fifth Report that the order names says the receiver "will not file the discharge certificate until the MVLWB has completed the LUP/WL Assignment," per the Fifth Report of the Receiver, July 31, 2026, para. 72. The form of certificate attached as Schedule "A" also has A&M certify that it has made the payments of forecast fees and costs the order approves, and that all other steps to finalize the administration are complete, per the Discharge Order, Nov. 2, 2026, Sched. "A", paras. 1–3.

"On the evidence before the Court, the Receiver has satisfied its obligations under and pursuant to the terms of the Orders granted in the within proceedings up to and including the date hereof," the order finds at paragraph 6, and the receiver is not liable for any act or omission save for fraud, gross negligence or willful misconduct, "or with leave of the Court"; claims against it in connection with its duties "are hereby stayed, extinguished and forever barred." No proceeding may be started against it without the court's prior leave, per the Discharge Order, Nov. 2, 2026, paras. 6–7. On the filing of the certificate, A&M is "absolutely, forever and unconditionally discharged" from any claim arising out of its work as receiver, and the paragraph names three heads: "the work required to comply with the Abandonment Order," "any other order issued by an applicable regulatory body" and "any unfulfilled requirements under the Abandonment Order," save for claims arising out of fraud, gross negligence or wilful misconduct, per the Discharge Order, Nov. 2, 2026, para. 9.

The October 26 decision of OROGO's Regulator, reported here on October 28, says that the abandonment order, as amended on April 25, 2025, includes actions for A&M to take before April 30, 2027, and that those actions "have not been completed, and it is highly unlikely A&M will complete them by the deadline in the Amended Order," per the Third Affidavit of the Regulator, Oct. 27, 2026, Ex. "D".

When the certificate is filed, the indemnity granted by the government "shall be released by the Receiver." The accounts of the receiver and its counsel are approved without a formal passing or assessment; the receiver's activities and conduct as set out in all its reports, and its statement of receipts and disbursements, are "ratified and approved"; and its estimated forecast fees and costs are approved, with any later change to be approved "with the consent of the GNWT, and if no consent can be obtained, upon further order of the Court," per the Discharge Order, Nov. 2, 2026, paras. 2–5, 10.

No endorsement or reasons are in the record. The order recites what the court read, among it OROGO's cross-application, which it describes as filed October 28, and two briefs that are not in the record, the receiver's of October 26 and the government's of November 2. The form of certificate in its Schedule "A" recites an order of the court "dated November 3, 2026," the date for which OROGO's cross-application had listed the hearing, per the Discharge Order, Nov. 2, 2026, pp. 1–2 and Sched. "A", recital B and the Cross-Application of OROGO, returnable Nov. 3, 2026, p. 1.

What the government swore on November 2

The government's evidence for the hearing is an affidavit sworn on November 2 by the assistant deputy minister for regulatory, assessment and authorizations in its Department of Environment and Climate Change, one of the documents the order recites. On the wells, it says: "There were 56 oil and gas wells at the Site. Twelve were abandoned before the NWT Receiver started the receivership. The NWT Receiver abandoned the remaining 44." Since 2020, the affidavit says, remediation has prioritized high-risk liabilities, "namely the oil and gas well and pipelines," as OROGO's orders set them out, per the Affidavit of the GNWT's Assistant Deputy Minister, Nov. 2, 2026, paras. 1, 25–26.