AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 2007
REGISTRATION NO. [__________]
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM F-9
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
CANADIAN NATURAL RESOURCES LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ALBERTA 1311 NOT APPLICABLE
(PROVINCE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.,
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IF APPLICABLE)
____________________________
SUITE 2500, 855 - 2ND STREET, S.W.,
CALGARY, ALBERTA, CANADA, T2P 4J8
(403) 517-6700
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
____________________________
CT CORPORATION SYSTEM, 111 8TH AVENUE, 13TH FLOOR
NEW YORK, NEW YORK 10011
(212) 590-9330
(NAME, ADDRESS AND TELEPHONE NUMBER (INCLUDING AREA CODE)
OF AGENT FOR SERVICE IN THE UNITED STATES)
____________________________
COPIES TO:
NANCY M. PENNER ANDREW J. FOLEY
PARLEE MCLAWS LLP EDWIN S. MAYNARD
3400 PETRO-CANADA CENTRE PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
150 - SIXTH AVENUE, S.W. 1285 AVENUE OF THE AMERICAS
CALGARY, ALBERTA, CANADA NEW YORK, N.Y. 10019-6064
T2P 3Y7 (212) 373-3000
(403) 294-7000
____________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
PROVINCE OF ALBERTA, CANADA
(PRINCIPAL JURISDICTION REGULATING THIS OFFERING)
It is proposed that this filing shall become effective (check appropriate box
below):
A. [_] upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the
United States and Canada).
B. [X] at some future date (check appropriate box below)
1. [_] pursuant to Rule 467(b) on ( ) at ( ) (designate a time
not sooner than 7 calendar days after filing).
2. [_] pursuant to Rule 467(b) on ( ) at ( ) (designate a time
7 calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a
receipt or notification of clearance on ( ).
3. [_] pursuant to Rule 467(b) as soon as practicable after notification
of the Commission by the Registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt
or notification of clearance has been issued with respect hereto.
4. [X] after the filing of the next amendment to this Form (if
preliminary material is being filed).
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [X]
____________________________
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY (1) OFFERING PRICE (1) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
Debt Securities.............. U.S.$3,000,000,000 100% U.S.$3,000,000,000 U.S.$91,100 (2)
-------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) An aggregate of $85,600 of the amount of the registration fee was
previously paid in connection with $800,000,000 of the $3,000,000,000 of
unissued securities registered under the Registration Statement on Form
F-9 (File No. 333-138873) initially filed on November 26, 2006 by the
registrant ($321,000 in fees paid), which unsold securities are hereby
deregistered. Accordingly, pursuant to Rule 457(p) of the General Rules
and Regulations under the Securities Act of 1933, as amended, $85,600 is
being offset against the total registration fee due for this Registration
Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE AS PROVIDED IN RULE 467 UNDER THE SECURITIES
ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A)
OF THE ACT, MAY DETERMINE.
===============================================================================
PART I
INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED SEPTEMBER 13, 2007
BASE SHELF PROSPECTUS
THIS SHORT FORM PROSPECTUS HAS BEEN FILED UNDER LEGISLATION IN ALBERTA THAT
PERMITS CERTAIN INFORMATION ABOUT THESE SECURITIES TO BE DETERMINED AFTER THE
PROSPECTUS HAS BECOME FINAL AND PERMITS THE OMISSION FROM THIS PROSPECTUS OF
THAT INFORMATION. THE LEGISLATION REQUIRES THE DELIVERY TO PURCHASERS OF A
PROSPECTUS SUPPLEMENT CONTAINING THIS OMITTED INFORMATION WITHIN A SPECIFIED
PERIOD OF TIME AFTER AGREEING TO PURCHASE ANY OF THESE SECURITIES.
This short form prospectus constitutes a public offering of these securities
only in those jurisdictions where they may be lawfully offered for sale and
therein only by persons permitted to sell such securities. NO SECURITIES
REGULATORY AUTHORITY HAS EXPRESSED AN OPINION ABOUT THESE SECURITIES AND IT IS
AN OFFENCE TO CLAIM OTHERWISE.
INFORMATION HAS BEEN INCORPORATED BY REFERENCE IN THIS SHORT FORM PROSPECTUS
FROM DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR SIMILAR AUTHORITIES IN
CANADA. COPIES OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE MAY BE
OBTAINED ON REQUEST WITHOUT CHARGE FROM THE CORPORATE SECRETARY OF CANADIAN
NATURAL RESOURCES LIMITED, 2500, 855 - 2 STREET S.W., CALGARY, ALBERTA, T2P
4J8. TELEPHONE (403) 517-6700, AND ARE ALSO AVAILABLE ELECTRONICALLY AT
WWW.SEDAR.COM.
PRELIMINARY BASE SHELF PROSPECTUS
NEW ISSUE September 13, 2007
[GRAPHIC OMITTED -- LOGO]
CANADIAN NATURAL RESOURCES LIMITED
DEBT SECURITIES
______________
Canadian Natural Resources Limited may offer for sale from time to time
debt securities in the aggregate principal amount of up to US$3,000,000,000 or
its equivalent in any other currency or units based on or relating to foreign
currencies during the 25 month period that this prospectus (including any
amendments hereto) remains effective.
We will provide the specific terms of these securities and all information
omitted from this prospectus in supplements to this prospectus. You should read
this prospectus and the supplements carefully before you invest.
______________
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
______________
WE ARE PERMITTED TO PREPARE THIS PROSPECTUS IN ACCORDANCE WITH CANADIAN
DISCLOSURE REQUIREMENTS, WHICH ARE DIFFERENT FROM THOSE OF THE UNITED STATES.
WE PREPARE OUR FINANCIAL STATEMENTS IN ACCORDANCE WITH CANADIAN GENERALLY
ACCEPTED ACCOUNTING PRACTICES, AND THEY ARE SUBJECT TO CANADIAN AUDITING AND
AUDITOR INDEPENDENCE STANDARDS. THEY MAY NOT BE COMPARABLE TO FINANCIAL
STATEMENTS OF UNITED STATES COMPANIES.
OWNING THE DEBT SECURITIES MAY SUBJECT YOU TO TAX CONSEQUENCES BOTH IN THE
UNITED STATES AND CANADA. THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS
SUPPLEMENT MAY NOT DESCRIBE THESE TAX CONSEQUENCES FULLY. YOU SHOULD READ THE
TAX DISCUSSION IN ANY APPLICABLE PROSPECTUS SUPPLEMENT.
YOUR ABILITY TO ENFORCE CIVIL LIABILITIES UNDER THE UNITED STATES FEDERAL
SECURITIES LAWS MAY BE AFFECTED ADVERSELY BECAUSE WE ARE INCORPORATED IN
ALBERTA, SOME OF OUR OFFICERS AND DIRECTORS AND SOME OF THE EXPERTS NAMED IN
THIS PROSPECTUS ARE CANADIAN RESIDENTS, AND MANY OF OUR ASSETS ARE LOCATED IN
CANADA.
THE DEBT SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED FOR SALE UNDER
THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA AND ARE NOT BEING
AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN CANADA OR TO ANY
RESIDENT OF CANADA IN CONTRAVENTION OF THE SECURITIES LAWS OF ANY PROVINCE OR
TERRITORY OF CANADA.
______________
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS.........................................................2
DEFINITIONS...................................................................3
WHERE YOU CAN FIND MORE INFORMATION...........................................3
FORWARD LOOKING STATEMENTS....................................................4
CANADIAN NATURAL RESOURCES LIMITED............................................6
USE OF PROCEEDS...............................................................6
INTEREST COVERAGE.............................................................6
DESCRIPTION OF DEBT SECURITIES................................................7
CERTAIN INCOME TAX CONSIDERATIONS............................................21
RISK FACTORS.................................................................22
PLAN OF DISTRIBUTION.........................................................25
LEGAL MATTERS................................................................26
EXPERTS......................................................................26
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT........................26
CONSENT OF INDEPENDENT AUDITORS..............................................28
ABOUT THIS PROSPECTUS
In this prospectus, unless otherwise specified or the context otherwise
indicates, references to "Canadian Natural", "us", "we" or "our" mean Canadian
Natural Resources Limited and its subsidiaries, including its material
operating subsidiaries and, where applicable, their respective interests in
partnerships and other entities. Unless otherwise specified, all dollar amounts
contained in this prospectus are expressed in Canadian dollars, and references
to "dollars", "Cdn$" or "$" are to Canadian dollars and all references to "US$"
are to United States dollars.
All financial information included and incorporated by reference in this
prospectus is determined using generally accepted accounting principles which
are in effect from time to time in Canada, referred to as "Canadian GAAP".
"U.S. GAAP" means generally accepted accounting principles which are in effect
from time to time in the United States.
This prospectus replaces our amended and restated base shelf prospectus
dated November 27, 2006.
This prospectus is part of a registration statement on Form F-9 relating
to the debt securities that we filed with the U.S. Securities and Exchange
Commission (the "SEC"). Under the shelf registration statement, we may, from
time to time, sell any combination of the debt securities described in this
prospectus in one or more offerings up to an aggregate principal amount of
US$3,000,000,000. This prospectus provides you with a general description of
the debt securities that we may offer. Each time we sell debt securities under
the registration statement, we will provide a prospectus supplement that will
contain specific information about the terms of that offering of debt
securities. The prospectus supplement may also add, update or change
information contained in this prospectus. Before you invest, you should read
both this prospectus and any applicable prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information". This prospectus does not contain all of the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. You may refer to the registration
statement and the exhibits to the registration statement for further
information with respect to us and the debt securities.
2
DEFINITIONS
In this prospectus and in any applicable prospectus supplement:
o "Boe" means barrels of oil equivalent.
This prospectus contains disclosure respecting oil and gas production
expressed as "cubic feet of natural gas equivalent" and "barrels of oil
equivalent" or "boe". All equivalency volumes have been derived using the ratio
of six thousand cubic feet of natural gas to one barrel of oil. Equivalency
measures may be misleading, particularly if used in isolation. A conversion
ratio of six thousand cubic feet of natural gas to one barrel of oil is based
on an energy equivalence conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the wellhead.
WHERE YOU CAN FIND MORE INFORMATION
We file with the Alberta Securities Commission (the "ASC"), a commission
of authority in the Province of Alberta similar to the SEC, material change,
annual and quarterly reports and other information. We are subject to the
informational requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance with the Exchange Act, we file
reports and furnish other information with the SEC. Under the
multijurisdictional disclosure system adopted by the United States, these
reports and other information (including financial information) may be prepared
in accordance with the disclosure requirements of Canada, which differ from
those in the United States. You may read any document we furnish to the SEC at
the SEC's public reference room at Room 1580, 100 F Street, N.E., Washington,
D.C. 20549. You may also obtain copies of the same documents from the public
reference room of the SEC by paying a fee. The SEC also maintains an internet
site that contains reports and other information about issuers like us, that
file electronically with the SEC. The site address is www.sec.gov.
Under the multijurisdictional disclosure system adopted by the United
States and the provinces of Canada, the SEC and the ASC allow us to
"incorporate by reference" certain information we file with them, which means
that we can disclose important information to you by referring you to those
documents. Information that is incorporated by reference is an important part
of this prospectus. We incorporate by reference the documents listed below,
which were filed with the ASC under the SECURITIES ACT (Alberta):
o our Annual Information Form dated March 28, 2007 and management's
discussion and analysis of financial condition and results of
operations for the year ended December 31, 2006 incorporated by
reference in the Annual Information Form;
o our Information Circular dated March 14, 2007 relating to the Annual
Meeting of our Shareholders held on May 3, 2007, excluding those
portions thereof which appear under the headings "Performance Graph",
"Report on Executive Compensation by the Compensation Committee" and
"Statement of Corporate Governance Practices" (which portions shall be
deemed not to be incorporated by reference in this prospectus);
o our audited comparative consolidated financial statements as at and
for the year ended December 31, 2006, together with the auditors'
report thereon; and
o our unaudited comparative consolidated financial statements for the
six month period ended June 30, 2007 and accompanying management's
discussion and analysis.
Any documents of the type referred to in the preceding paragraph, or
similar material, including an Annual Information Form filed by us, all
material change reports (excluding confidential reports, if any), all updated
interest coverage ratio information, as well as all prospectus supplements
disclosing additional or updated information, filed by us with securities
commissions or similar authorities in the relevant provinces of Canada
subsequent to the date of this prospectus and prior to 25 months from the date
hereof, shall be deemed to be incorporated by reference into this prospectus.
The documents are available through the internet on the System for Electronic
Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com.
3
Any report that we file with or furnish to the SEC pursuant to Section
13(a) or 15(d) of the EXCHANGE ACT after the date of this prospectus shall be
deemed to be incorporated by reference into this prospectus and the
registration statement of which it forms a part, if and to the extent expressly
provided for in such report. Our U.S. filings are electronically available from
the SEC's Electronic Document Gathering and Retrieval System, which is commonly
known by the acronym EDGAR and may be accessed at www.sec.gov.
A prospectus supplement containing the specific variable terms of an
offering of debt securities will be delivered to purchasers of such debt
securities together with this prospectus and will be deemed to be incorporated
by reference into this prospectus as of the date of such prospectus supplement
and only for the purposes of the offering of the debt securities covered by
that prospectus supplement.
ANY STATEMENT CONTAINED IN THIS PROSPECTUS OR IN A DOCUMENT INCORPORATED
OR DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS SHALL BE DEEMED TO
BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A
STATEMENT CONTAINED IN THIS PROSPECTUS OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS MODIFIES OR SUPERSEDES THAT STATEMENT. ANY STATEMENT OR DOCUMENT SO
MODIFIED OR SUPERSEDED SHALL NOT, EXCEPT TO THE EXTENT SO MODIFIED OR
SUPERSEDED, BE INCORPORATED BY REFERENCE AND CONSTITUTE A PART OF THIS
PROSPECTUS.
Upon a new Annual Information Form and related annual financial statements
being filed with, and where required, accepted by, the applicable securities
regulatory authorities during the currency of this prospectus, the previous
Annual Information Form, annual financial statements and the accompanying
management's discussion and analysis and any interim financial statements and
the accompanying management's discussion and analysis, material change reports
and management proxy circulars filed prior to the commencement of the then
current fiscal year will be deemed no longer to be incorporated into this
prospectus for purposes of future offers and sales of debt securities under
this prospectus. Upon interim consolidated financial statements and the
accompanying management's discussion and analysis being filed by us with the
applicable securities regulatory authorities during the currency of this
prospectus, all interim consolidated financial statements and the accompanying
management's discussion and analysis filed prior to the new interim
consolidated financial statements shall be deemed no longer to be incorporated
into this prospectus for purposes of future offers and sales of debt securities
under this prospectus.
In addition, you may obtain a copy of the Annual Information Form and
other information mentioned above by writing or calling us at the following
address and telephone number:
Canadian Natural Resources Limited
2500, 855 - 2 Street S.W.
Calgary, Alberta
Canada T2P 4J8
(403) 517-6700
Attention: Corporate Secretary
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT AND ON THE
OTHER INFORMATION INCLUDED IN THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS FORMS A PART. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE DEBT
SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED BY LAW. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE APPLICABLE
PROSPECTUS SUPPLEMENT.
FORWARD LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward looking
statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact included or incorporated by reference in this prospectus that
address activities, events or developments that we expect or anticipate may or
will occur in the future are forward looking statements, and indicate such
things as:
4
o oil and natural gas reserve quantities and the discounted present
value of future net cash flows from these reserves;
o the amount and nature of our capital expenditures;
o plans for drilling wells;
o prices for oil and natural gas produced;
o timing and amount of future production, forecasts of capital
expenditures and the sources of financing thereof;
o operating and other costs;
o business strategies and plans of management;
o anticipated benefits and enhanced shareholder value resulting from
prospect development and acquisitions.
Such forward looking statements are subject to risks, uncertainties and
other factors, many of which are beyond our control, including:
o the impact of general economic and business conditions in Canada, the
United States and internationally which will, among other things,
impact demand for and market prices of our products;
o industry conditions, including fluctuations in the price of crude oil
and natural gas, royalties payable in respect of our crude oil and
natural gas production, and changes in governmental regulation of the
crude oil and natural gas industry, including environmental
regulation;
o the need to obtain required approvals from regulatory authorities;
o the marketability of oil and natural gas, including the proximity to
and capacity of oil and natural gas pipelines and processing
equipment;
o the success of exploration and development activities;
o the timing and success of integrating the business and operations of
acquired companies;
o uncertainty of estimates of oil and natural gas reserves;
o impact of competition, availability and cost of seismic, drilling and
other equipment;
o operating hazards and other difficulties inherent in the exploration
for and production and sale of oil and natural gas;
o fluctuations in foreign exchange or interest rates and stock market
volatility;
o political instability and other risks of international operations;
o uncertainties inherent in attracting capital;
o risks of war, hostilities, civil insurrection and terrorist threats;
o our ability to replace or expand reserves;
o our ability to either generate sufficient cash flow to meet current
future obligations or to obtain external debt or equity financing;
5
o our ability to enter into or renew leases;
o the timing and costs of pipeline and gas storage facility construction
and expansion;
o our ability to make capital investments and the amounts thereof;
o imprecision in estimating future production capacity, and the timing,
costs and levels of production and drilling;
o risks associated with existing and potential future lawsuits and
regulatory actions against us;
o uncertainty in amounts and timing of royalty payments; and
o imprecision in estimating product sales.
Additional factors are described in our management's discussion and
analysis of financial condition and results of operations incorporated by
reference in our Annual Information Form dated March 28, 2007, which is filed
with the securities commissions or similar authorities in the provinces of
Canada and incorporated by reference in this prospectus. Events or
circumstances could cause our actual results to differ materially from those
estimated or projected and expressed in, or implied by, these forward looking
statements. You should also carefully consider the matters discussed under
"Risk Factors" in this prospectus.
CANADIAN NATURAL RESOURCES LIMITED
We are a Canadian-based senior, independent energy company engaged in the
acquisition, exploration, development, production, marketing and sale of crude
oil and natural gas. Our core areas of operations are in the Western Canadian
Sedimentary Basin, the United Kingdom sector of the North Sea and Offshore West
Africa. Our head and principal office is located at 2500, 855 - 2 Street SW,
Calgary, Alberta, T2P 4J8.
Our common shares are listed for trading on the Toronto Stock Exchange and
on the New York Stock Exchange under the trading symbol "CNQ".
USE OF PROCEEDS
Unless otherwise indicated in an applicable prospectus supplement relating
to a series of debt securities, we will use the net proceeds we receive from
the sale of the debt securities for general corporate purposes relating to our
primary areas of operations in North America, the North Sea and Offshore West
Africa, which may include financing our capital expenditure program and working
capital requirements in those areas. We may also use the net proceeds for the
repayment of indebtedness. Pending such use of any proceeds, we may invest
funds in short-term marketable securities.
INTEREST COVERAGE
The following coverage ratios have been prepared in accordance with
Canadian securities law requirements and are included in this prospectus in
accordance with Canadian disclosure requirements.
The following coverage ratios are calculated on a consolidated basis for
the twelve month periods ended June 30, 2007 and December 31, 2006. The
following ratios do not give effect to the issue of any debt securities
pursuant to this prospectus.
6
JUNE 30, 2007 DECEMBER 31, 2006
------------- -----------------
Interest coverage on long-term debt(1) ....... 7.5 10.5
NOTE:
(1) Interest coverage on long-term debt is equal to net earnings plus income
taxes and interest expense, divided by the sum of interest expense and
capitalized interest.
DESCRIPTION OF DEBT SECURITIES
In this section, "we", "us", "our" or "Canadian Natural" refers only to
Canadian Natural Resources Limited without its subsidiaries or interest in
partnerships and other entities. The following describes certain general terms
and provisions of the debt securities. The particular terms and provisions of
the series of debt securities offered by any prospectus supplement, and the
extent to which the general terms and provisions described below may apply to
them, will be described in the applicable prospectus supplement. Accordingly,
for a description of the terms of a particular series of debt securities,
reference must be made to both the applicable prospectus supplement relating to
them and the description of the debt securities set forth in this prospectus.
The debt securities will be issued under a trust indenture (the
"Indenture") dated July 24, 2001 between us and The Bank of Nova Scotia Trust
Company of New York, as trustee (the "Trustee"). The Indenture is subject to
and governed by the United States Trust Indenture Act of 1939, as amended. A
copy of the form of the Indenture has been filed with the SEC as an exhibit to
the registration statement of which this prospectus is a part. The following
summaries of the Indenture and the debt securities are brief summaries of
certain provisions of the Indenture and do not purport to be complete; these
statements are subject to the detailed referenced provisions of the Indenture,
including the definition of capitalized terms used under this caption. Wherever
particular sections or defined terms of the Indenture are referred to, these
sections or defined terms are incorporated in this prospectus by reference as
part of the statement made, and the statement is qualified in its entirety by
the reference to the Indenture. References in parentheses are to section
numbers in the Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of debt
securities (which may include debentures, notes and other unsecured evidences
of indebtedness) that may be issued under the Indenture, and provides that debt
securities may be issued from time to time in one or more series and may be
denominated and payable in foreign currencies. The debt securities offered
pursuant to this prospectus will be issued in an amount up to US$3,000,000,000
or the equivalent. The Indenture also permits us to increase the principal
amount of any series of debt securities previously issued and to issue that
increased principal amount.
The applicable prospectus supplement will contain a description of the
following terms relating to the debt securities being offered:
(a) the title of the debt securities of such series;
(b) any limit on the aggregate principal amount of the debt securities of
such series;
(c) the date or dates, if any, on which the principal (and premium, if
any) of the debt securities of such series will mature and the portion
(if less than all of the principal amount) of the debt securities of
such series to be payable upon declaration of acceleration of maturity
and/or the method by which such date or dates shall be determined;
(d) the rate or rates (which may be fixed or variable) at which the debt
securities of such series will bear interest, if any, the date or
dates from which that interest will accrue and on which that interest
will be payable and the Regular Record Dates for any interest payable
on the debt securities of such series which are Registered Securities
and/or the method by which such date or dates shall be determined;
7
(e) if applicable, any mandatory or optional redemption or sinking fund
provisions, including the period or periods within which, the price or
prices at which and the terms and conditions upon which the debt
securities of such series may be redeemed or purchased at the option
of Canadian Natural or otherwise;
(f) if applicable, whether the debt securities of such series will be
issuable in registered form or bearer form or both, and, if issuable
in bearer form, the restrictions as to the offer, sale and delivery of
the debt securities of such series in bearer form and as to exchanges
between registered and bearer form;
(g) whether the debt securities of such series will be issuable in the
form of one or more Registered Global Securities and, if so, the
identity of the Depository for those Registered Global Securities;
(h) the denominations in which any of the debt securities of such series
which are in registered form will be issuable, if other than
denominations of US$1,000 and any multiple thereof, and the
denominations in which any of the debt securities of such series which
are in bearer form will be issuable, if other than the denomination of
US$1,000;
(i) each office or agency where the principal of and any premium and
interest on the debt securities of such series will be payable, and
each office or agency where the debt securities of such series may be
presented for registration of transfer or exchange;
(j) if other than United States dollars, the foreign currency or the units
based on or relating to foreign currencies in which the debt
securities of such series are denominated and/or in which the payment
of the principal of and any premium and interest on the debt
securities of such series will or may be payable;
(k) any index pursuant to which the amount of payments of principal of and
any premium and interest on the debt securities of such series will or
may be determined;
(l) any applicable Canadian and U.S. federal income tax consequences;
(m) whether and under what circumstances we will pay Additional Amounts on
the debt securities of such series in respect of certain taxes (and
the terms of any such payment) and, if so, whether we will have the
option to redeem the debt securities of such series rather than pay
the Additional Amounts (and the terms of any such option);
(n) any deletions from, modifications of or additions to the Events of
Default or covenants of Canadian Natural with respect to such debt
securities, whether or not such Events of Default or covenants are
consistent with the Events of Default or covenants set forth herein;
and
(o) any other terms of the debt securities of such series.
Unless otherwise indicated in the applicable prospectus supplement, the
Indenture does not afford the Holders the right to tender debt securities to us
for repurchase, or provide for any increase in the rate or rates of interest
per annum at which the debt securities will bear interest, in the event we
become involved in a highly leveraged transaction or in the event that we
undergo a change in control.
Debt securities may be issued under the Indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance and
may be offered and sold at a discount below their stated principal amount. The
Canadian and U.S. federal income tax consequences and other special
considerations applicable to those discounted debt securities or other debt
securities offered and sold at par which are treated as having been issued at a
discount for Canadian and/or U.S. federal income tax purposes will be described
in the prospectus supplement relating to the debt securities.
RANKING AND OTHER INDEBTEDNESS
The debt securities will be unsecured obligations of ours and, unless
otherwise provided in the prospectus supplement relating to such debt
securities, will rank PARI PASSU with all our other unsecured and
unsubordinated debt from time to time outstanding and PARI PASSU with other
debt securities issued under the Indenture. The debt securities will be
8
structurally subordinated to all existing and future liabilities of any of our
corporate or partnership subsidiaries, including trade payables and other
indebtedness.
REGISTERED GLOBAL SECURITIES
Unless otherwise indicated in a prospectus supplement, a series of debt
securities will be issued in the form of one or more Registered Global
Securities which will be registered in the name of and be deposited with a
Depository, or its nominee, each of which will be identified in the prospectus
supplement relating to that series. Unless and until exchanged, in whole or in
part, for debt securities in definitive registered form, a Registered Global
Security may not be transferred except as a whole by the Depository for a
Registered Global Security to a nominee of that Depository, by a nominee of
that Depository to that Depository or another nominee of that Depository or by
that Depository or any nominee of that Depository to a successor of that
Depository or a nominee of a successor of that Depository.
The specific terms of the depository arrangement with respect to any
portion of a particular series of debt securities to be represented by a
Registered Global Security will be described in the prospectus supplement
relating to that series. Canadian Natural anticipates that the following
provisions will apply to all depository arrangements.
Upon the issuance of a Registered Global Security, the Depository or its
nominee will credit, on its book entry and registration system, the respective
principal amounts of the debt securities represented by that Registered Global
Security to the accounts of those persons having accounts with that Depository
or its nominee ("participants") as shall be designated by the underwriters,
investment dealers or agents participating in the distribution of those debt
securities or by us if those debt securities are offered and sold directly by
us. Ownership of beneficial interests in a Registered Global Security will be
limited to participants or persons that may hold beneficial interests through
participants. Ownership of beneficial interests in a Registered Global Security
will be shown on, and the transfer of the ownership of those beneficial
interests will be effected only through, records maintained by the Depository
therefor or its nominee (with respect to beneficial interests of participants)
or by participants or persons that hold through participants (with respect to
interests of persons other than participants).
The laws of some states in the United States require certain purchasers of
securities to take physical delivery of the debt securities in definitive form.
These depository arrangements and these laws may impair the ability to transfer
beneficial interests in a Registered Global Security.
So long as the Depository for a Registered Global Security or its nominee
is the registered owner of the debt securities, that Depository or its nominee,
as the case may be, will be considered the sole owner or Holder of the debt
securities represented by that Registered Global Security for all purposes
under the Indenture. Except as provided below, owners of beneficial interests
in a Registered Global Security will not be entitled to have debt securities of
the series represented by that Registered Global Security registered in their
names, will not receive or be entitled to receive physical delivery of debt
securities of that series in definitive form and will not be considered the
owners or Holders of those debt securities under the Indenture.
Principal, premium, if any, and interest payments on a Registered Global
Security registered in the name of a Depository or its nominee will be made to
that Depository or nominee, as the case may be, as the registered owner of that
Registered Global Security. Neither we, the Trustee nor any paying agent for
debt securities of the series represented by that Registered Global Security
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial interests in that
Registered Global Security or for maintaining, supervising or reviewing any
records relating to those beneficial interests.
We expect that the Depository for a Registered Global Security or its
nominee, upon receipt of any payment of principal, premium or interest, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of that Registered Global Security as shown on the records of that Depository
or its nominee. We also expect that payments by participants to owners of
beneficial interests in that Registered Global Security held through those
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers registered in
"street name", and will be the responsibility of those participants.
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If the Depository for a Registered Global Security representing debt
securities of a particular series is at any time unwilling or unable to
continue as Depository, or if the Depository is no longer eligible to continue
as Depository, and a successor Depository is not appointed by us within 90
days, or if an Event of Default described in clauses (a) or (b) of the first
sentence under "Events of Default" below with respect to a particular series of
debt securities has occurred and is continuing, we will issue Registered
Securities of that series in definitive form in exchange for that Registered
Global Security. In addition, we may at any time and in its sole discretion
determine not to have the debt securities of a particular series represented by
one or more Registered Global Securities and, in that event, will issue
Registered Securities of that series in definitive form in exchange for all of
the Registered Global Securities representing debt securities of that series.
DEBT SECURITIES IN DEFINITIVE FORM
If indicated in an applicable prospectus supplement, the debt securities
may be issued in definitive form without coupons. Debt securities in definitive
form may be presented for exchange and for registration of transfer in the
manner, at the places and, subject to the restrictions set forth in the
Indenture and in the applicable prospectus supplement, without service charge,
but upon payment of any taxes or other governmental charges due in connection
therewith. We have appointed the Trustee as Security Registrar. Debt securities
in bearer form and the coupons appertaining thereto, if any, will be
transferable by delivery.
Unless otherwise indicated in the applicable prospectus supplement,
payment of the principal of and any premium and interest on debt securities in
definitive form will be made at the office or agency of the Trustee at One
Liberty Plaza, New York, New York 10006, except that, at our option, payment of
any interest may be made (a) by check mailed to the address of the Person
entitled thereto as that Person's address will appear in the Security Register
or (b) by wire transfer to an account maintained by the Person entitled thereto
as specified in the Security Register.
NEGATIVE PLEDGE
The Indenture includes our covenant that, so long as any of the debt
securities remain outstanding, we will not, and will not permit any Subsidiary
to, create, assume or otherwise have outstanding any Security Interest, except
for Permitted Encumbrances, on or over its or their respective assets (present
or future) securing any Indebtedness of any Person without also at the same
time or prior to that time securing equally and ratably with other Indebtedness
all of the debt securities then Outstanding under the Indenture.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definitions of all
such terms.
The term "Capital Lease Obligation" means the obligation of a Person, as
lessee, to pay rent or other amounts to the lessor under a lease of real or
personal property which is required to be classified and accounted for as a
capital lease on a consolidated balance sheet of such Person in accordance with
GAAP.
The term "Consolidated Net Tangible Assets" means the total amount of
assets on a consolidated basis (less applicable reserves and other properly
deductible items) after deducting therefrom:
(a) all current liabilities (excluding any current liabilities which are
by their terms extendible or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the
amount thereof is being computed);
(b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles (and for greater
certainty does not include deferred foreign exchange gains or losses
on long-term monetary items); and
(c) appropriate adjustments on account of minority interests of other
Persons holding stock of our Subsidiaries,
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all as set forth on our most recent quarterly balance sheet and our
consolidated Subsidiaries and computed in accordance with GAAP.
The term "Current Assets" means current assets as determined in accordance
with GAAP.
The term "Financial Instrument Obligations" means obligations arising
under:
(a) interest rate swap agreements, forward rate agreements, floor, cap or
collar agreements, futures or options, insurance or other similar
agreements or arrangements, or any combination thereof, entered into
by a Person of which the subject matter is interest rates or pursuant
to which the price, value or amount payable thereunder is dependent or
based upon interest rates in effect from time to time or fluctuations
in interest rates occurring from time to time;
(b) currency swap agreements, cross-currency agreements, forward
agreements, floor, cap or collar agreements, futures or options,
insurance or other similar agreements or arrangements, or any
combination thereof, entered into by a Person of which the subject
matter is currency exchange rates or pursuant to which the price,
value or amount payable thereunder is dependent or based upon currency
exchange rates in effect from time to time or fluctuations in currency
exchange rates occurring from time to time; and
(c) commodity swap or hedging agreements, floor, cap or collar agreements,
commodity futures or options or other similar agreements or
arrangements, or any combination thereof, entered into by a Person of
which the subject matter is one or more commodities or pursuant to
which the price, value or amount payable thereunder is dependent or
based upon the price of one or more commodities in effect from time to
time or fluctuations in the price of one or more commodities occurring
from time to time.
The term "GAAP" means generally accepted accounting principles which are
in effect from time to time in Canada.
The term "Indebtedness" means at any time, and whether or not contingent,
all items of indebtedness in respect of any amounts borrowed which, in
accordance with GAAP, would be recorded as indebtedness in the consolidated
financial statements of Canadian Natural as at the date as of which
Indebtedness is to be determined, and in any event including, without
duplication (i) any obligation for borrowed money, (ii) any obligation
evidenced by bonds, debentures, notes, guarantees or other similar instruments,
including, without limitation, any such obligations incurred in connection with
the acquisition of property, assets or businesses, (iii) any Purchase Money
Obligation, (iv) any reimbursement obligation with respect to letters of
credit, bankers' acceptances or similar facilities, (v) any obligation issued
or assumed as the deferred purchase price of property or services, (vi) any
Capital Lease Obligation, (vii) any obligation to pay rent or other payment
amounts with respect to any Sale and Leaseback Transaction, (viii) any payment
obligation under Financial Instrument Obligations at the time of determination,
(ix) any indebtedness in respect of any amounts borrowed or any Purchase Money
Obligation secured by any Security Interest existing on property owned subject
to such Security Interest, whether or not the indebtedness or Purchase Money
Obligation secured thereby shall have been assumed and (x) guarantees,
indemnities, endorsements (other than endorsements for collection in the
ordinary course of business) or other contingent liabilities in respect of
obligations of another Person for indebtedness of that other Person in respect
of any amounts borrowed by that other Person.
The term "Permitted Encumbrances" means any of the following:
(a) any Security Interest existing as of the date of the first issuance by
us of the debt securities issued pursuant to the Indenture;
(b) any Security Interest on pipelines, pumping stations or other pipeline
facilities, drilling equipment, production equipment and platforms;
tank cars, tankers, barges, ships, trucks, automobiles, airplanes or
other marine, automotive, aeronautical or other similar moveable
facilities or equipment, computer systems and associated programs;
11
office equipment; weather stations; townsites; housing facilities,
recreation halls, stores and other related facilities; gasification or
natural gas liquefying facilities and burning towers, flares or
stacks; retail service stations, bulk plants, storage facilities,
terminals or warehouses; or similar facilities and equipment of or
associated with any of the foregoing; provided, in each case, that
such Security Interest is incurred to finance the acquisition of such
property or assets within 90 days after such acquisition and such
Security Interest shall be limited to the specified property or assets
being financed;
(c) (i) any Security Interest on any specific properties or any interest
therein, construction thereon or improvement thereto, and on any
receivables, inventory, equipment, chattel paper, contract rights,
intangibles and other assets, rights or collateral specifically
connected with such properties, incurred (A) to secure all or any part
of the financing for acquisition, surveying, exploration, drilling,
extraction, development, operation, production, construction,
alteration, repair or improvement of, in, under or on such properties
and the plugging and abandonment of wells located thereon (it being
understood that, in the case of oil and natural gas producing
properties (including oil sands properties), or any interest therein,
financing incurred for "development" shall include financing incurred
for all facilities relating to such properties or to projects,
ventures or other arrangements of which such properties form a part or
which relate to such properties or interests), or (B) for acquiring
ownership of any Person which owns any such property or interest
therein, provided that such Security Interest is limited to such
property or such interest therein owned by any such Person; and (ii)
any Security Interest on an oil and/or natural gas producing property
(including oil sands properties) to secure Indebtedness incurred in
connection with or necessarily incidental to commitments for the
purchase or sale of, or the transportation or distribution of, the
products derived from such property;
(d) any Security Interest in favor of Canadian Natural or any of its
wholly-owned Subsidiaries;
(e) any Security Interest existing on the property of any Person at the
time such Person becomes a Subsidiary, or arising thereafter pursuant
to contractual commitments entered into prior to and not in
contemplation of such Person becoming a Subsidiary;
(f) any Security Interest on property of a Person which Security Interest
exists at the time such Person is merged into, or amalgamated or
consolidated with, Canadian Natural or a Subsidiary, or such property
is otherwise acquired by Canadian Natural or a Subsidiary, provided
such Security Interest does not extend to property owned by Canadian
Natural or such Subsidiary immediately prior to such merger,
amalgamation, consolidation or acquisition;
(g) any Security Interest on Current Assets securing any Indebtedness to
any bank or banks or other lending institution or institutions
incurred in the ordinary course of business and for the purpose of
carrying on the same, repayable on demand or maturing within 12 months
of the date when such Indebtedness is incurred or the date of any
renewal or extension thereof, provided that such security is given at
the time that the Indebtedness is incurred;
(h) any Security Interest in respect of (i) liens for taxes and
assessments not at the time overdue or any liens securing workmen's
compensation assessments, unemployment insurance or other social
security obligations; provided, however, that if any such liens,
duties or assessments are then overdue, Canadian Natural or the
Subsidiary, as the case may be, shall be prosecuting an appeal or
proceedings for review with respect to which it shall have secured a
stay in the enforcement of any such obligations, (ii) any liens for
specified taxes and assessments which are overdue but the validity of
which is being contested at the time by Canadian Natural or the
Subsidiary, as the case may be, in good faith, and with respect to
which Canadian Natural or the Subsidiary shall have secured a stay of
enforcement thereof, if applicable, (iii) any liens or rights of
distress reserved in or exercisable under any lease for rent and for
compliance with the terms of such lease, (iv) any obligations or
duties, affecting the property of Canadian Natural or that of a
Subsidiary to any municipality or governmental, statutory or public
authority, with respect to any franchise, grant, license, lease or
permit and any defects in title to structures or other facilities
arising solely from the fact that such structures or facilities are
constructed or installed on lands held by Canadian Natural or the
Subsidiary under government permits, licenses, leases or other grants,
which obligations, duties and defects in the aggregate do not
materially impair the use of such property, structures or facilities
for the purpose for which they are held by Canadian Natural or the
Subsidiary, (v) any deposits or liens in connection with contracts,
12
bids, tenders or expropriation proceedings, surety or appeal bonds,
costs of litigation when required by law, public and statutory
obligations, liens or claims incidental to current construction,
builders', mechanics', laborers', materialmen's, warehousemen's,
carrier's and other similar liens, (vi) the right reserved to or
vested in any municipality or governmental or other public authority
by any statutory provision or by the terms of any lease, license,
franchise, grant or permit, that affects any land, to terminate any
such lease, license, franchise, grant or permit or to require annual
or other periodic payments as a condition to the continuance thereof,
(vii) any Security Interest the validity of which is being contested
at the time by Canadian Natural or a Subsidiary in good faith or
payment of which has been provided for by deposit with the Trustee of
an amount in cash sufficient to pay the same in full, (viii) any
easements, rights-of-way and servitudes (including, without in any way
limiting the generality of the foregoing, easements, rights-of-way and
servitudes for railways, sewers, dykes, drains, pipelines, natural gas
and water mains or electric light and power or telephone conduits,
poles, wires and cables) that, in the opinion of Canadian Natural,
will not in the aggregate materially and adversely impair the use or
value of the land concerned for the purpose for which it is held by
Canadian Natural or the Subsidiary, as the case may be, (ix) any
security to a public utility or any municipality or governmental or
other public authority when required by such utility or other
authority in connection with the operations of Canadian Natural or the
Subsidiary, as the case may be, and (x) any liens and privileges
arising out of judgments or awards with respect to which Canadian
Natural or the Subsidiary shall be prosecuting an appeal or
proceedings for review and with respect to which it shall have secured
a stay of execution pending such appeal or proceedings for review;
(i) any Security Interest arising under partnership agreements, oil and
natural gas leases, overriding royalty agreements, net profits
agreements, production payment agreements, royalty trust agreements,
master limited partnership agreements, farm-out agreements, division
orders, contracts for the sale, purchase, exchange, transportation,
gathering or processing of oil, natural gas or other hydrocarbons or
by-product thereof, unitizations and pooling designations,
declarations, orders and agreements, development agreements, operating
agreements, production sales contracts (including security in respect
of take or pay or similar obligations thereunder), area of mutual
interest agreements, natural gas balancing or deferred production
agreements, injection, repressuring and recycling agreements, salt
water or other disposal agreements, seismic or geophysical permits or
agreements, which in each of the foregoing cases is customary in the
oil and natural gas business, and other agreements which are customary
in the oil and natural gas business, provided in all instances that
such Security Interest is limited to the assets that are the subject
of the relevant agreement;
(j) any Security Interest on cash or marketable securities of Canadian
Natural or any Subsidiary granted in the ordinary course of business
in connection with Financial Instrument Obligations;
(k) any Security Interest in respect of the sale (including any forward
sale) or other transfer, in the ordinary course of business, of (i)
oil, natural gas, other hydrocarbons or by-product thereof, or other
minerals, whether in place or when produced, for a period of time
until, or in an amount such that, the purchaser will realize therefrom
a specified amount of money (however determined) or a specified amount
of such minerals and (ii) any other interests in property of a
character commonly referred to as a "production payment";
(l) any extension, renewal, alteration or replacement (or successive
extensions, renewals, alterations or replacements) in whole or in
part, of any Security Interest referred to in the foregoing clauses
(a) through (k) inclusive, provided the principal amount thereof is
not increased and provided that such extension, renewal, alteration or
replacement shall be limited to all or a part of the property or other
assets which secured the Security Interest so extended, renewed,
altered or replaced (plus improvements on such property or other
assets); and
(m) any Security Interests that would otherwise be prohibited (including
any extensions, renewals, alterations or replacements thereof)
provided that the aggregate Indebtedness outstanding and secured under
this clause (m) does not (calculated at the time of the granting of
the Security Interest) exceed an amount equal to 10 percent of
Consolidated Net Tangible Assets.
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The term "Person" means any individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
The term "Purchase Money Obligation" means any monetary obligation created
or assumed as part of the purchase price of real or tangible personal property,
whether or not secured, any extensions, renewals or refundings of any such
obligation, provided that the principal amount of such obligation on the date
of such extension, renewal or refunding is not increased and further provided
that any security given in respect of such obligation shall not extend to any
property other than the property acquired in connection with which such
obligation was created or assumed and fixed improvements, if any, thereto or
erected or constructed thereon.
The term "Sale and Leaseback Transaction" means any direct or indirect
arrangement (excluding, however, any such arrangement between Canadian Natural
and a Subsidiary or between one or more Subsidiaries) pursuant to which
property is sold or transferred and is thereafter leased back from the
purchaser or transferee thereof.
The term "Security Interest" means any security by way of an assignment,
mortgage, charge, pledge, lien, encumbrance, title retention agreement or other
security interest whatsoever, howsoever created or arising, whether absolute or
contingent, fixed or floating, perfected or not; however, for purposes of the
"Negative Pledge" covenant only, such term shall not include any encumbrance
that may be deemed to arise solely as a result of entering into an agreement,
not in violation of the terms of the Indenture, to sell or otherwise transfer
assets or property.
The term "Shareholders' Equity" means, with respect to any Person, at any
date, the aggregate of the Dollar amount of outstanding share capital, the
amount, without duplication, of any surplus, whether contributed or capital,
and retained earnings, subject to any currency translation adjustment, all as
set forth in such Person's most recent annual consolidated balance sheet.
The term "Significant Subsidiary" means a Subsidiary that constitutes a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X of the
Exchange Act.
The term "Subsidiary" means any corporation or other Person of which there
are owned, directly or indirectly, by or for Canadian Natural or by or for any
corporation or other Person in like relation to Canadian Natural, Voting Shares
or other interests which, in the aggregate, entitle the holders thereof to cast
more than 50 percent of the votes which may be cast by the holders of all
outstanding Voting Shares of such first mentioned corporation or other Person
for the election of its directors or, in the case of any Person which is not a
corporation, Persons having similar powers or (if there are no such persons)
entitle the holders thereof to more than 50 percent of the income or capital
interests (however called) thereon and includes any corporation in like
relation to a Subsidiary; provided, however, that such term will not include,
for purposes of the "Negative Pledge" covenant only, any Subsidiary if the
assets of the Subsidiary do not at the time exceed 2 percent of Consolidated
Net Tangible Assets.
The term "Voting Shares" means shares of capital stock of any class of a
corporation and other interests of any other Persons having under all
circumstances the right to vote for the election of the directors of such
corporation or in the case of any Person which is not a corporation, Persons
having similar powers or (if there are no such Persons) income or capital
interests (however called), provided that, for the purpose of this definition,
shares or other interests which only carry the right to vote conditionally on
the happening of an event shall not be considered Voting Shares whether or not
such event shall have happened.
EVENTS OF DEFAULT
The occurrence of any of the following events with respect to the debt
securities of any series will constitute an "Event of Default" with respect to
the debt securities of that series:
(a) default by Canadian Natural in payment of all or any part of the
principal of any of the debt securities of that series when the same
becomes due under any provision of the Indenture or of those debt
securities;
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(b) default by Canadian Natural in payment of any interest due on any of
the debt securities of that series, or Additional Amounts on any of
the debt securities of that series when they become due and payable,
and continuance of that default for a period of 30 days;
(c) default by Canadian Natural in observing or performing any of the
covenants described below under "Consolidation, Merger, Amalgamation
and Sale of Assets";
(d) default by Canadian Natural in observing or performing any other of
its covenants or conditions contained in the Indenture or in the debt
securities of that series and continuance of that default for a period
of 60 days after written notice as provided in the Indenture;
(e) default by Canadian Natural or any Subsidiary in payment of the
principal of, premium, if any, or interest on any Indebtedness for
borrowed money having an outstanding principal amount in excess of the
greater of $75 million and 2 percent of the Shareholders' Equity of
Canadian Natural in the aggregate at the time of default or default in
the performance of any other covenant of Canadian Natural or any
Subsidiary contained in any instrument under which that indebtedness
is created or issued and the holders thereof, or a trustee, if any,
for those holders, declare that indebtedness to be due and payable
prior to the stated maturities of that indebtedness ("accelerated
indebtedness"), and such acceleration shall not be rescinded or
annulled, or such default under such instrument shall not be remedied
or cured, whether by payment or otherwise, or waived by the holders of
such indebtedness, provided that if such accelerated indebtedness is
the result of an event of default which is not related to the failure
to pay principal or interest on the terms, at the times and on the
conditions set forth in such instrument, it will not be considered an
Event of Default under this clause (e) until 15 days after such
acceleration;
(f) certain events of bankruptcy, insolvency, winding up, liquidation or
dissolution relating to Canadian Natural or any Significant
Subsidiary;
(g) the taking or entry of certain judgments or decrees against Canadian
Natural or any Subsidiary for the payment of money in excess of the
greater of $75 million and 2 percent of the Shareholders' Equity of
Canadian Natural in the aggregate, if Canadian Natural or such
Subsidiary, as the case may be, fails to file an appeal or, if
Canadian Natural or such Subsidiary, as the case may be, does file an
appeal, that judgment or decree is not and does not remain vacated,
discharged or stayed as provided in the Indenture; or
(h) any other Event of Default provided with respect to debt securities of
that series.
If an Event of Default described in clause (a) or (b) above occurs and is
continuing with respect to debt securities of any series, unless the principal
of all of the debt securities of that series shall have already become due and
payable, the Trustee may, in its discretion, and shall upon request in writing
made by the Holders of not less than 25 percent in aggregate principal amount
of the debt securities of that series then Outstanding, declare the principal
of (and premium, if any, on) all the debt securities of that series then
Outstanding and the interest accrued thereon and all other money, if any, owing
under the provisions of the Indenture in respect of those debt securities to be
due and payable immediately on demand. If an Event of Default described in
clause (d) or (h) above occurs and is continuing with respect to the debt
securities of one or more series, unless the principal of all of the debt
securities of the affected series shall have already become due and payable,
the Trustee may, in its discretion, and shall upon request in writing made by
the Holders of not less than 25 percent in aggregate principal amount of the
debt securities of all such affected series then Outstanding (voting as one
class), declare the principal of (and premium, if any, on) all the debt
securities of all the affected series then Outstanding and the interest accrued
thereon and all other money, if any, owing under the provisions of the
Indenture in respect of those debt securities to be due and payable immediately
on demand. If an Event of Default described in clause (c), (e), (f) or (g)
above occurs and is continuing, unless the principal of all debt securities
then Outstanding shall have already become due and payable, the Trustee may, in
its discretion, and shall upon request in writing made by the Holders of not
less than 25 percent in aggregate principal amount of all the debt securities
then Outstanding (voting as one class), declare the principal of (and premium,
if any, on) all the debt securities then Outstanding and the interest accrued
thereon and all other money, if any, owing under the provisions of the
Indenture in respect of those debt securities to be due and payable immediately
on demand.
15
Upon certain conditions, any declaration of this kind may be cancelled if
all Events of Default with respect to the debt securities of all those affected
series then Outstanding shall have been cured or waived as provided in the
Indenture by the Holders of not less than a majority in aggregate principal
amount of the debt securities of the affected series then Outstanding (voting
as one class, except in the case of Events of Default described in clauses (a)
and (b) of the first sentence of the preceding paragraph, as to which each
series so affected will vote as a separate class). See "Modification and
Waiver" below. Reference is made to the applicable prospectus supplement or
supplements relating to any series of Original Issue Discount Securities for
the particular provisions relating to the acceleration of a portion of the
principal amount thereof upon the occurrence and continuance of an Event of
Default with respect thereto.
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of the Holders, unless those Holders shall have provided to the
Trustee reasonable indemnity. Subject to those provisions for indemnity and
certain other limitations contained in the Indenture, the Holders of a majority
in aggregate principal amount of the debt securities of all affected series
then Outstanding (voting as one class) will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the debt securities of those affected series.
The Indenture provides that no Holder of the debt securities of any series
will have any right to institute any proceeding with respect to the Indenture
or for any remedy thereunder, unless (a) that Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to the debt securities of that series, (b) the Holders of not less than
25 percent in aggregate principal amount of the debt securities of all affected
series then Outstanding (voting as one class) shall have made written request,
and provided reasonable indemnity, to the Trustee to institute that proceeding,
(c) the Trustee shall have failed to institute that proceeding within 60 days
after that notification, request and offer of indemnity and (d) the Trustee
shall not have received from the Holders of a majority in aggregate principal
amount of the debt securities of all affected series then Outstanding (voting
as one class) a direction inconsistent with that request during such 60 day
period. However, the Holder of any Security will have an absolute right to
receive payment of the principal of and any premium and interest on that
Security on or after the due dates expressed in that Security and to institute
suit for the enforcement of any of these payments. The Indenture requires
Canadian Natural to furnish to the Trustee annually an Officers' Certificate as
to the compliance by Canadian Natural with certain covenants, conditions or
other requirements contained in the Indenture and as to any non-compliance
therewith.
The Indenture provides that the Trustee may withhold notice to the Holders
of the debt securities of one or more series of any default affecting those
series (except defaults as to payment of principal or interest) if it, in good
faith, considers that withholding to be in the best interests of the Holders of
the debt securities of those series.
CONSOLIDATION, MERGER, AMALGAMATION AND SALE OF ASSETS
Canadian Natural shall not enter into any transaction (whether by way of
reorganization, reconstruction, consolidation, amalgamation, merger, lease,
transfer, sale or otherwise) whereby all or substantially all of its assets
would become the property of any other Person (the "Successor Corporation")
unless (a) the Successor Corporation shall, prior to or contemporaneously with
the consummation of that transaction, execute those instruments, which may
include a supplemental indenture, and do those things as shall be necessary or
advisable to establish that upon the consummation of that transaction (i) the
Successor Corporation will have assumed all of the covenants and obligations of
Canadian Natural under the Indenture in respect of the debt securities of every
series, and (ii) the debt securities of every series will be valid and binding
obligations of the Successor Corporation entitling the Holders thereof, as
against the Successor Corporation, to all the rights of Holders of debt
securities under the Indenture; (b) the Successor Corporation is a corporation,
partnership, or trust organized and validly existing under the laws of Canada
or any province thereof or of the United States, any state thereof or the
District of Columbia, (c) Canadian Natural has delivered to the Trustee, within
60 days thereof, an Officer's Certificate and an Opinion of Counsel each
stating that such transaction and such supplemental indenture comply with this
covenant and all conditions precedent to Section 7.1 relating to such
transaction have been complied with, and (d) immediately before and after
giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.
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ADDITIONAL AMOUNTS
Unless otherwise specified in the applicable prospectus supplement, all
payments made by Canadian Natural under or with respect to the debt securities
will be made free and clear of and without withholding or deduction for or on
account of any present or future tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and other liabilities
related thereto) imposed or levied by or on behalf of the Government of Canada
or of any province or territory thereof or by any authority or agency therein
or thereof having power to tax (hereinafter "Canadian Taxes"), unless Canadian
Natural is required to withhold or deduct Canadian Taxes by law or by the
interpretation or administration thereof. If Canadian Natural is so required to
withhold or deduct any amount for or on account of Canadian Taxes from any
payment made under or with respect to the debt securities, Canadian Natural
will pay to each Holder as additional interest such additional amounts
("Additional Amounts") as may be necessary so that the net amount received by
each Holder after such withholding or deduction (and after deducting any
Canadian Taxes on such Additional Amounts) will not be less than the amount the
Holder would have received if such Canadian Taxes had not been withheld or
deducted. However, no Additional Amounts will be payable with respect to a
payment made to a Holder (such Holder, an "Excluded Holder") in respect of the
beneficial owner thereof:
(a) with which Canadian Natural does not deal at arm's length (within the
meaning of the INCOME TAX ACT (Canada)) at the time of making such
payment;
(b) which is subject to such Canadian Taxes by reason of the Holder being
a resident, domicile or national of, or engaged in business or
maintaining a permanent establishment or other physical presence in or
otherwise having some connection with Canada or any province or
territory thereof otherwise than by the mere holding of debt
securities or the receipt of payments thereunder; or
(c) which is subject to such Canadian Taxes by reason of the Holder's
failure to comply with any certification, identification, information,
documentation or other reporting requirements if compliance is
required by law, regulation, administrative practice or an applicable
treaty as a precondition to exemption from, or a reduction in the rate
of deduction or withholding of, such Canadian Taxes.
Canadian Natural will also:
(a) make such withholding or deduction; and
(b) remit the full amount deducted or withheld to the relevant authority
in accordance with applicable law.
Canadian Natural will furnish to the Holders of the debt securities,
within 60 days after the date the payment of any Canadian Taxes is due pursuant
to applicable law, certified copies of tax receipts or other documents
evidencing such payment by Canadian Natural.
Canadian Natural will indemnify and hold harmless each Holder (other than
an Excluded Holder) and upon written request reimburse each such Holder for the
amount of:
(a) any Canadian Taxes so levied or imposed and paid by such Holder as a
result of payments made under or with respect to the debt securities;
(b) any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto; and
(c) any Canadian Taxes imposed with respect to any reimbursement under
clause (i) or (ii) above, but excluding any such Canadian Taxes on
such Holder's net income.
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Wherever in the Indenture there is mentioned, in any context, the payment
of principal (and premium, if any), interest or any other amount payable under
or with respect to a Security, such mention shall be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.
TAX REDEMPTION
The debt securities will be subject to redemption in whole, but not in
part, at the option of Canadian Natural, at any time, on not less than 30 nor
more than 60 days prior written notice, at 100 percent of the principal amount,
together with accrued interest thereon to the redemption date, in the event
that we have become or would become obligated to pay, on the next date on which
any amount would be payable with respect to the debt securities, any Additional
Amounts as a result of an amendment to or change in the laws (including any
regulations promulgated thereunder) of Canada (or any political subdivision or
taxing authority thereof or therein), or any amendment to or change in any
official position regarding the application or interpretation of such laws or
regulations, which change is announced or becomes effective on or after the
date of this prospectus.
MODIFICATION AND WAIVER
The Indenture permits Canadian Natural and the Trustee to enter into
supplemental indentures without the consent of the Holders of the debt
securities to, among other things: (a) secure the debt securities of one or
more series, (b) evidence the assumption by the Successor Corporation of
Canadian Natural's covenants and obligations under the Indenture and the debt
securities then Outstanding, (c) add covenants or Events of Default for the
benefit of the Holders of one or more series of the debt securities, (d) cure
any ambiguity or correct or supplement any defective provision in the Indenture
which correction will not be prejudicial to the interests of the Holders of the
debt securities, (e) establish the form and terms of the debt securities of any
series, (f) evidence the acceptance of appointment by a successor Trustee, (g)
to comply with any requirements of the SEC in order to effect and maintain the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, (h) to supplement any of the provisions of the Indenture to the extent
necessary to permit or facilitate defeasance and discharge of any series of
debt securities, provided, however, such action shall not adversely affect the
interests of the Holders of any debt securities in any material respect, and
(i) make any other modifications which will not be prejudicial to the interests
of the Holders of the debt securities.
The Indenture also permits Canadian Natural and the Trustee, with the
consent of the Holders of a majority in aggregate principal amount of the debt
securities of each series then Outstanding and affected (voting as one class),
to add any provisions to, or change in any manner or eliminate any of the
provisions of, the Indenture or modify in any manner the rights of the Holders
of the debt securities of each such affected series; provided, however, that
Canadian Natural and the Trustee may not, among other things, without the
consent of the Holder of each Security then Outstanding and affected thereby:
(a) change the Stated Maturity of the principal amount of, or any installment
of the principal of or the interest on, that Security, (b) reduce the principal
amount of or the rate of interest on or any premium payable upon the redemption
of that Security, (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the Maturity thereof, (d) change
the place or currency of payment of the principal of or any premium or interest
on that Security, (e) impair the right to institute suit for the enforcement of
payment of this kind with respect to that Security on or after the Stated
Maturity thereof, (f) reduce the percentage in principal amount of the
Outstanding Securities of the affected series, the consent of whose Holders is
required for modification or amendment of the Indenture, or for any waiver with
respect to defaults, breaches, Events of Default or declarations of
acceleration, (g) change the time at which any Security may or shall be
redeemable or repayable, (h) change any obligation of Canadian Natural to pay
additional amounts provided for pursuant to the Indenture, with certain
exceptions, or (i) modify any provisions of the Indenture relating to modifying
or amending the Indenture or the waiving of past defaults or covenants except
as otherwise specified in the Indenture.
Prior to the acceleration of the Maturity of any debt securities, the
Holders of a majority in aggregate principal amount of the debt securities of
all series at the time Outstanding with respect to which a default or breach or
an Event of Default shall have occurred and be continuing (voting as one class)
may on behalf of the Holders of all such affected debt securities waive any
past default or breach or Event of Default and its consequences, except a
default in the payment of the principal of or premium or interest on any
Security of any series or an Event of Default in respect of a covenant or
provision of the Indenture or of any Security which cannot be modified or
amended without the consent of the Holder of each Security affected.
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DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise specified in the applicable prospectus supplement, the
Indenture provides that, at the option of Canadian Natural, Canadian Natural
will be discharged from any and all obligations with respect to the debt
securities of any series (except for certain obligations to register the
transfer or exchange of the debt securities of that series, to replace
mutilated, destroyed, lost or stolen debt securities of that series, to
maintain paying agencies, to compensate and indemnify the Trustee and to
maintain the trust and payments under the trust described below and the
defeasance provisions of the Indenture) (hereinafter called a "defeasance")
upon the irrevocable deposit with the Trustee, in trust, of money, and/or
Government Obligations which, through the payment of the principal thereof and
the interest thereon in accordance with their terms, will provide money, in an
amount sufficient, in the opinion of a nationally recognized firm of
independent chartered accountants, to pay all the principal of and any premium
and interest on the debt securities of that series on the Stated Maturity of
those payments in accordance with the terms of the debt securities of that
series. Such a defeasance may be effected only if, among other things, (i)
Canadian Natural has delivered to the Trustee an Opinion of Counsel in the
United States (who may be counsel for Canadian Natural) stating that Canadian
Natural has received from, or there has been published by, the Internal Revenue
Service a ruling, since the date of the Indenture, or there has been a change
in the applicable laws or regulations, in either case to the effect that the
Holders of the debt securities of that series will not recognize income, gain
or loss for United States federal income tax purposes as a result of that
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if that defeasance had not occurred, and (ii) Canadian Natural has delivered to
the Trustee an Opinion of Counsel in Canada (who may be counsel for Canadian
Natural) or a ruling from the Canada Revenue Agency to the effect that the
Holders of the debt securities of that series will not recognize income, gain
or loss for Canadian federal or provincial income or other Canadian tax
purposes as a result of that defeasance and will be subject to Canadian federal
or provincial income and other Canadian tax (including withholding tax) on the
same amounts, in the same manner and at the same times as would have been the
case if that defeasance had not occurred (and for the purposes of such opinion,
such Canadian counsel shall assume that Holders of the debt securities include
holders who are not resident in Canada). In addition, Canadian Natural may also
obtain a discharge of the Indenture with respect to the debt securities of all
series issued under the Indenture by depositing with the Trustee, in trust, an
amount of money and government securities as shall be sufficient to pay, at
Stated Maturity or upon redemption, all of those debt securities, provided that
those debt securities are by their terms to become due and payable within one
year or are to be called for redemption within one year.
The Indenture also provides that Canadian Natural may omit to comply with
the restrictive covenants described under the caption "Negative Pledge" and
certain other covenants and no Event of Default shall arise with respect to the
debt securities of that series by reason of this failure to comply (hereinafter
called a "covenant defeasance"), upon the irrevocable deposit with the Trustee,
in trust, of money and/or Government Obligations which, through the payment of
the principal thereof and the interest thereon in accordance with their terms,
will provide money, in an amount sufficient, in the opinion of a nationally
recognized firm of independent chartered accountants, to pay all the principal
of and any premium and interest on the debt securities of that series on the
Stated Maturity of those payments in accordance with the terms of the debt
securities of that series. Canadian Natural's other obligations with respect to
the debt securities of that series would remain in full force and effect. A
covenant defeasance may be effected only if, among other things, (i) Canadian
Natural has delivered to the Trustee an Opinion of Counsel in the United States
(who may be counsel for Canadian Natural) to the effect that the Holders of
debt securities of that series will not recognize income, gain or loss for
United States federal income tax purposes as a result of the covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if that covenant defeasance had not occurred, and (ii) Canadian Natural has
delivered to the Trustee an Opinion of Counsel in Canada (who may be counsel
for Canadian Natural) or a ruling from the Canada Revenue Agency to the effect
that the Holders of the debt securities of that series will not recognize
income, gain or loss for Canadian federal or provincial income or other
Canadian tax purposes as a result of that covenant defeasance and will be
subject to Canadian federal or provincial income and other Canadian tax
(including withholding tax) on the same amounts, in the same manner and at the
same times as would have been the case if that covenant defeasance had not
occurred (and for the purposes of such opinion, such Canadian counsel shall
assume that Holders of the debt securities include holders who are not resident
in Canada).
In the event that Canadian Natural exercises its option to effect a
covenant defeasance with respect to the debt securities of any series and the
debt securities of that series are thereafter declared due and payable because
19
of the occurrence of another Event of Default, the amount of money and
securities on deposit with the Trustee would be sufficient, in the opinion of a
nationally recognized firm of independent chartered accountants, to pay the
amounts due on the debt securities of that series at their respective Stated
Maturities, but may not be sufficient, in the opinion of a nationally
recognized firm of independent chartered accountants, to pay the amounts due on
the debt securities of that series at the time of the acceleration resulting
from that Event of Default. However, Canadian Natural would remain liable for
this deficiency.
PROVISION OF FINANCIAL INFORMATION
We will file with the Trustee, within 15 days after we file them with the
SEC, copies of our annual report and other information (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which we are required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. Notwithstanding that we may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms
provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the SEC, we will continue to provide the Trustee,
and file with the SEC, in accordance with rules and regulations prescribed from
time to time by the SEC, the information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations, which, regardless of
applicable requirements shall, at a minimum, consist of such information
required to be provided in quarterly and annual reports under the laws of
Canada or any province thereof to security holders of a corporation with
securities listed on the Toronto Stock Exchange, whether or not we have any or
our securities listed on such exchange. Such information will be prepared in
accordance with Canadian disclosure requirements and Canadian GAAP.
RESIGNATION OF TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
debt securities and a successor Trustee may be appointed to act with respect to
such series. In the event that two or more persons are acting as Trustee with
respect to different series of debt securities, each such Trustee shall be a
Trustee of a trust under the Indenture separate and apart from the trust
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of debt securities for which
it is Trustee.
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the applicable prospectus supplement,
principal, premium, if any, and interest, if any, on debt securities will be
payable at an office or agency of the Trustee in New York, New York, except
that at our option interest, if any, may be paid (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account located in the United
States maintained by the Person entitled thereto as specified in the Security
Register. Unless otherwise provided in the applicable prospectus supplement,
payment of any instalment of interest on debt securities will be made to the
Person in whose name such debt security is registered at the close of business
on the Regular Record Date for such interest.
Any Paying Agents outside the United States and any other Paying Agents in
the United States initially designated by us for the debt securities will be
named in the applicable prospectus supplement. We may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that
we will be required to maintain a Paying Agent in each Place of Payment for
such series.
CONSENT TO SERVICE AND JURISDICTION
We have designated CT Corporation System, 111-8th Avenue, 13th Floor, New
York, New York 10011 as our authorized agent for service of process in the
United States in any action, suit or proceeding arising out of or relating to
the Indenture or the debt securities. Any such action may be brought in any
Federal court (or, if such court refuses to take jurisdiction, in any New York
state court) located in the Borough of Manhattan in The City of New York, or
20
brought under United States federal or state securities laws or brought by the
Trustee, and Canadian Natural has irrevocably submitted to the jurisdiction of
such courts.
GOVERNING LAW
The Indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
ENFORCEABILITY OF JUDGMENTS
Since a significant portion of all of our assets, as well as the assets of
a number of our directors and officers, are outside the United States, any
judgment obtained in the United States against us or certain of our directors
or officers, including judgments with respect to the payment of principal on
any debt securities, may not be collectible within the United States.
We have been informed by Parlee McLaws LLP that the laws of the Province
of Alberta and the federal laws of Canada applicable therein permit an action
to be brought in a court of competent jurisdiction in the Province of Alberta
on any final and conclusive judgment in personam of any federal or state court
located in the State of New York (a "New York Court") against us, which
judgment is subsisting and unsatisfied for a sum certain with respect to
enforceability of the Indenture and the debt securities that is not impeachable
as void or voidable or otherwise effective under the internal laws of the State
of New York if (i) the New York Court rendering such judgment had jurisdiction
over the judgment debtor, as recognized by the courts of the Province of
Alberta (and submission by us in the Indenture to the jurisdiction of the New
York Court will be sufficient for that purpose with respect to the debt
securities), (ii) the judgment debtor was properly served in connection with
any action leading to such judgment, (iii) such judgment was not obtained by
fraud or in a manner contrary to natural justice and the enforcement thereof
would not be inconsistent with public policy, as such terms are understood
under the laws of the Province of Alberta and enforcement thereof will not be
contrary to any order made by the Attorney General of Canada under the Foreign
Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the
Competition Act (Canada), (iv) the enforcement of such judgment would not be
contrary to the laws of general application limiting the enforcement of
creditors' rights including any other rule of law, whether equitable, legal or
statutory, bankruptcy, reorganization, winding up, moratorium and similar laws
and does not constitute, directly or indirectly, the enforcement of foreign
revenue, expropriatory, penal or public laws in the Province of Alberta, (v) no
new admissible evidence relevant to the action is discovered prior to the
rendering of judgment by the court in the Province of Alberta, (vi) interest
payable on the debt securities is not characterized by a court in the Province
of Alberta as interest payable at a criminal rate within the meaning of section
347 of the Criminal Code (Canada) and (vii) the action to enforce such judgment
is commenced within the appropriate limitation periods, except that any court
in the Province of Alberta may only give judgment in Canadian dollars. We have
been advised by such counsel that there is doubt as to the enforceability in
Canada in original actions, or in motions to enforce judgments of United States
courts, of civil liabilities predicated solely upon United States federal
securities laws.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable prospectus supplement will describe the material Canadian
federal income tax consequences to an investor who is a citizen or resident of
the United States purchasing the debt securities, including whether payments of
principal, premium, if any, and interest will be subject to Canadian
non-resident withholding tax.
The applicable prospectus supplement will also describe certain United
States federal income tax consequences of the purchase, ownership and
disposition of the debt securities by an investor who is a United States person
(as defined in the applicable prospectus supplement), including, to the extent
applicable, certain relevant United States federal income tax rules pertaining
to capital gains and ordinary income treatment, original issue discount, backup
withholding and the foreign tax credit, and any consequences relating to debt
securities payable in a currency other than U.S. dollars, issued at an original
discount for United States federal income tax purposes or containing early
redemption provisions or other special terms.
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RISK FACTORS
PROSPECTIVE PURCHASERS OF THE DEBT SECURITIES SHOULD CONSIDER CAREFULLY THE
RISK FACTORS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION CONTAINED IN AND
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND IN THE PROSPECTUS SUPPLEMENT
BEFORE PURCHASING THE DEBT SECURITIES IN THIS OFFERING. IN ADDITION TO THE RISK
FACTORS SET FORTH BELOW, ADDITIONAL RISK FACTORS ARE DISCUSSED IN OUR ANNUAL
INFORMATION FORM AND OUR MANAGEMENT'S DISCUSSION AND ANALYSIS, WHICH RISK
FACTORS ARE INCORPORATED HEREIN BY REFERENCE.
A SUBSTANTIAL OR EXTENDED DECLINE IN OIL AND GAS PRICES COULD HAVE A MATERIAL
ADVERSE EFFECT ON US.
Our financial condition will be substantially dependent on, and highly
sensitive to, the prevailing prices of crude oil and natural gas. Fluctuations
in crude oil or natural gas prices could have a material adverse effect on our
operations and financial condition and the value and amount of our reserves.
Prices for crude oil and natural gas fluctuate in response to changes in the
supply of and demand for, crude oil and natural gas, market uncertainty and a
variety of additional factors beyond our control. Oil prices are determined by
international supply and demand. Factors which affect crude oil prices include
the actions of the Organization of Petroleum Exporting Countries, the condition
of the Canadian, United States and Asian economies, government regulation,
political stability in the Middle East and elsewhere, the foreign supply of
oil, the price of foreign imports, the availability of alternate fuel sources
and weather conditions. Natural gas prices realized by us will be affected
primarily in North America by supply and demand, weather conditions and prices
of alternate sources of energy. Any substantial or extended decline in the
prices of crude oil or natural gas could result in a delay or cancellation of
existing or future drilling, development or construction programs or
curtailment in production at some properties or resulting unutilized long-term
transportation commitments, all of which could have a material adverse effect
on our revenues, profitability and cash flows.
We conduct an annual assessment of the carrying value of our assets in
accordance with Canadian generally accepted accounting principles. If oil and
natural gas prices decline, the carrying value of our assets could be subject
to downward revisions, and our earnings could be adversely affected.
A substantial portion of our production on a Boe basis is heavy oil. The
market prices for heavy oil differ from the established market indices for
light and medium grades of oil, due principally to the higher transportation
and refining costs associated with heavy oil. As a result, the price received
for heavy oil is generally lower than the price for medium and light oil, and
the production costs associated with heavy oil may be higher than for lighter
grades. Future differentials are uncertain and any increase in the heavy oil
differentials could have a material adverse effect on our business.
OUR BUSINESS IS SUBJECT TO ENVIRONMENTAL LEGISLATION IN ALL JURISDICTIONS IN
WHICH WE OPERATE AND ANY CHANGES IN SUCH LEGISLATION COULD NEGATIVELY AFFECT
OUR RESULTS OF OPERATIONS.
All phases of the oil and natural gas business are subject to
environmental regulation pursuant to a variety of Canadian, United States,
United Kingdom, European Union and other federal, provincial, state and
municipal laws and regulations, as well as international conventions
(collectively, "environmental legislation").
Environmental legislation imposes, among other things, restrictions,
liabilities and obligations in connection with the generation, handling,
storage, transportation, treatment and disposal of hazardous substances and
waste and in connection with spills, releases and emissions of various
substances to the environment. Environmental legislation also requires that
wells, facility sites and other properties associated with our operations be
operated, maintained, abandoned and reclaimed to the satisfaction of applicable
regulatory authorities. In addition, certain types of operations, including
exploration and development projects and significant changes to certain
existing projects, may require the submission and approval of environmental
impact assessments or permit applications. Compliance with environmental
legislation can require significant expenditures and failure to comply with
environmental legislation may result in the imposition of fines and penalties.
The costs of complying with environmental legislation in the future may have a
material adverse effect on our financial condition or results of operations.
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The Canadian Federal Government (the "Federal Government") has announced
its intention to regulate greenhouse gases ("GHG") and other air pollutants. In
late April 2007, the Federal Government announced its regulatory framework (the
"Framework") that outlines its clean air and climate change action plan,
including a target to reduce GHG emissions and a commitment to regulate
industry on an emissions intensity basis in the short-term. The regulations to
achieve these objectives will be enacted under the Canadian Environmental
Protection Act, 1999 and will be introduced starting in spring 2008. For GHG,
the Framework sets a 2010 implementation date for emissions intensity reduction
targets.
The government of Alberta (the "Alberta Government") has also passed
legislation that regulates GHG emissions from certain facilities located in the
province. The Alberta Government's legislation is called the Climate Change and
Emissions Management Act ("CCEMA"). In March 2007, the Alberta Government
proposed amendments to the CCEMA that, starting on July 1, 2007, requires
facilities that emit more than 100,000 tonnes of GHG per year to reduce their
emissions intensity by 12% from a baseline established using an average
emissions intensity calculated from reported emissions averaged over a three
year period depending on the type of facility. The companies that operate these
facilities will be given options under the regulations to the CCEMA to allow
them to comply with this requirement. These compliance options include making
operating improvements, buying offsets to apply against their emission total or
making a contribution at $15/tonne to a new Alberta Government fund that will
invest in technology to reduce greenhouse gas emissions in the province.
As these programs are under development, we are unable to predict the
total impact or cost of the potential regulations on our business. Therefore,
it is possible that we could face increases in operating costs in order to
comply with GHG emissions legislation. In cooperation with the Canadian
Association of Petroleum Producers, we will continue to work with the Federal
Government and the Alberta Government to develop an approach to deal with
climate change issues that manages the cost and administrative burden of
compliance and supports continued investment in the sector.
We anticipate that changes in environmental legislation may require
reductions in GHG emissions to the air from our operations. Any required
reductions in the GHG emitted from our operations could result in increased
capital expenditures and increased operating expenses, especially those related
to the Horizon Project and our other existing and planned oil sands projects.
This may have an adverse effect on our net earnings and cash flow from
operations. Future changes in environmental legislation could occur and result
in stricter standards and enforcement, larger fines and liability, and
increased capital expenditures and operating costs, which could have a material
adverse effect on our financial condition or results of operations.
IF WE FAIL TO ACQUIRE OR FIND ADDITIONAL RESERVES, OUR RESERVES AND PRODUCTION
WILL DECLINE MATERIALLY FROM CURRENT LEVELS.
Our future oil and natural gas reserves and production, and therefore our
cash flows and results of operations, are highly dependent upon our success in
exploiting our current reserve base and acquiring or discovering additional
reserves. Without additions to our reserves through exploration, acquisition or
development activities, our reserves and production will decline over time as
reserves are depleted. The business of exploring for, developing or acquiring
reserves is capital intensive. To the extent our cash flows from operations are
insufficient to fund our capital expenditures and external sources of capital
become limited or unavailable, our ability to make the necessary capital
investments to maintain and expand our oil and natural gas reserves will be
impaired. In addition, we may be unable to find and develop or acquire
additional reserves to replace our oil and natural gas production at acceptable
costs.
23
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
The energy industry is highly competitive in all aspects, including the
exploration for, and the development of, new sources of supply, the
construction and operation of crude oil and natural gas pipelines and
facilities, the acquisition of oil and natural gas interests and the
transportation and marketing of crude oil, natural gas, natural gas liquids and
electricity. We will compete not only among participants in the energy
industry, but also between petroleum products and other energy sources. Our
competitors will include integrated oil and natural gas companies and numerous
other senior oil and natural gas companies, some of which may have greater
financial and other resources than us.
WE ARE SUBJECT TO A NUMBER OF BUSINESS RISKS THAT COULD AFFECT OUR RESULTS OF
OPERATIONS.
Other business risks include operational risks, the cost of capital
available to fund exploration and development programs, fluctuations in foreign
exchange rates, the availability of skilled labour and manpower, regulatory
issues and taxation and the requirements of new environmental laws and
regulations. Exploring for, producing and transporting petroleum substances
involves many risks, which even a combination of experience, knowledge and
careful evaluation may not be able to overcome. These activities are subject to
a number of hazards which may result in fires, explosions, spills, blow-outs or
other unexpected or dangerous conditions causing personal injury, property
damage, environmental damage and interruption of operations. Our liability,
property and business interruption insurance may not provide adequate coverage
in certain unforeseen circumstances.
OUR OWNERSHIP INTERESTS IN FOREIGN OIL AND NATURAL GAS PROPERTIES INVOLVE A
NUMBER OF RISKS AND COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Our foreign investments involve risks typically associated with
investments in developing countries such as uncertain political, economic,
legal and tax environments. These risks may include, among other things,
currency restrictions and exchange rate fluctuations, loss of revenue, property
and equipment as a result of hazards such as expropriation, nationalization,
war, insurrection and other political risks, risks of increases in taxes and
governmental royalties, renegotiation of contracts with governmental entities
and quasi-governmental agencies, changes in laws and policies governing
operations of foreign-based companies and other uncertainties arising out of
foreign government sovereignty over our international operations. In addition,
if a dispute arises in our foreign operations, we may be subject to the
exclusive jurisdiction of foreign courts or may not be successful in subjecting
foreign persons to the jurisdiction of a court in the United States or Canada.
Our private ownership of oil and natural gas properties in Canada differs
distinctly from our ownership interests in foreign oil and natural gas
properties. In some foreign countries in which we do and may do business in the
future, the state generally retains ownership of the minerals and consequently
retains control of, and in many cases participates in, the exploration and
production of reserves. Accordingly, operations outside of Canada may be
materially affected by host governments through royalty payments, export taxes
and regulations, surcharges, value added taxes, production bonuses and other
charges. In addition, changes in prices and costs of operations, timing of
production and other factors may affect estimates of oil and natural gas
reserve quantities and future net cash flows attributable to foreign properties
in a manner materially different than such changes would affect estimates for
Canadian properties. Agreements covering foreign oil and natural gas operations
also frequently contain provisions obligating us to spend specified amounts on
exploration and development or to perform certain operations, or forfeit all or
a portion of the acreage subject to the contract.
OUR OIL AND NATURAL GAS RESERVE DATA AND FUTURE NET REVENUE ESTIMATES ARE
UNCERTAIN.
There are numerous uncertainties inherent in estimating quantities of
reserves, including many factors beyond our control. The reserve information
set forth and incorporated by reference in this prospectus is our estimate. In
general, estimates of economically recoverable oil and natural gas reserves and
the future net cash flow therefrom are based upon a number of factors and
assumptions made as of the date on which the reserve estimates were determined,
such as geological and engineering estimates which have inherent uncertainties,
the assumed effects of regulation by governmental agencies and estimates of
future commodity prices and operating costs, all of which may vary considerably
from actual results. All such estimates are, to some degree, uncertain and
classifications of reserves are only attempts to define the degree of
uncertainty involved. For these reasons, estimates of the economically
recoverable oil, natural gas liquids and natural gas reserves attributable to
any particular group of properties, the classification of such reserves based
24
on risk of recovery and estimates of future net revenues expected therefrom,
prepared by different engineers or by the same engineers at different times,
may vary substantially. Our actual production, revenues, taxes and development,
abandonment and operating expenditures with respect to our reserves will likely
vary from such estimates, and such variances could be material.
Estimates with respect to reserves that may be developed and produced in
the future are often based upon volumetric calculations and upon analogy to
similar types of reserves, rather than upon actual production history.
Estimates based on these methods generally are less reliable than those based
on actual production history. Subsequent evaluation of the same reserves based
upon production history will result in variations, which may be material, in
the estimated reserves.
THE DEBT SECURITIES WILL BE STRUCTURALLY SUBORDINATED TO ANY INDEBTEDNESS OF
OUR SUBSIDIARIES.
We carry on our business through corporate and partnership subsidiaries.
The majority of our assets are held in one or more corporate or partnership
subsidiaries. Our results of operations and ability to service indebtedness,
including the debt securities, are dependent upon the results of operations of
these subsidiaries and the payment of funds by these subsidiaries to us in the
form of loans, dividends or otherwise. In the event of the liquidation of any
corporate or partnership subsidiary, the assets of the subsidiary would be used
first to repay the indebtedness of the subsidiary, including trade payables or
obligations under any guarantees, prior to being used by us to pay our
indebtedness, including any debt securities. Such indebtedness and any other
future indebtedness of our subsidiaries would be structurally senior to the
debt securities. The Indenture pursuant to which the debt securities will be
issued does not limit our ability or the ability of our subsidiaries to incur
additional unsecured indebtedness. See "Description of Debt Securities--Ranking
and Other Indebtedness".
PLAN OF DISTRIBUTION
We may sell the debt securities to or through underwriters or dealers or
to one or more other purchasers directly or through agents.
The applicable prospectus supplement will describe the terms of the
offering, including the name or names of any underwriters or agents, the
purchase price or prices of the debt securities to be offered, the proceeds to
us from the sale of the debt securities to be offered, any initial public
offering price, any underwriting discount or commission and any discounts,
concessions or commissions allowed or reallowed or paid by any underwriter to
other dealers. Any initial public offering price and any discounts, concessions
or commissions allowed or reallowed or paid to dealers may be changed from time
to time.
The debt securities may be sold from time to time in one or more
transactions at a fixed price or fixed prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to these
prevailing market prices or at negotiated prices.
If indicated in the applicable prospectus supplement, we may authorize
dealers or other persons acting as our agents to solicit offers by certain
institutions to purchase the debt securities directly from us pursuant to
contracts providing for payment and delivery on a future date. These contracts
will be subject only to the conditions described in the applicable prospectus
supplement or supplements, which will also describe the commission payable for
solicitation of these contracts.
We may enter into agreements to indemnify underwriters, dealers and agents
who participate in the distribution of the debt securities against certain
liabilities, including liabilities under the U.S. Securities Act of 1933, as
amended, or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect of these liabilities. The
underwriters, dealers and agents with whom we enter into agreements may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
The debt securities will not be qualified for sale under the securities
laws of any province or territory of Canada and may not be offered, sold or
delivered, directly or indirectly, in Canada or to any resident of Canada in
contravention of the securities laws of any province or territory of Canada.
Each underwriter and each dealer participating in the distribution of debt
securities will agree that it will not, directly or indirectly, offer, sell or
deliver any such debt securities purchased by it in connection with that
25
distribution in Canada or to any resident of Canada in contravention of the
securities laws of any province or territory of Canada.
Each series of the debt securities will be a new issue of securities with
no established trading market. Unless otherwise specified in an applicable
prospectus supplement relating to a series of debt securities, the debt
securities will not be listed on any securities exchange or on any automated
dealer quotation system. Some broker-dealers may make a market in the debt
securities, but they will not be obligated to do so and may discontinue any
market-making activities at any time without notice. We cannot assure you that
there will be liquidity in the trading market for the debt securities of any
series or that an active public market for the debt securities of any series
will develop. If an active public trading market for the debt securities of any
series does not develop, the market price and liquidity of the series of debt
securities may be adversely affected.
LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement
relating to a series of debt securities, the validity of the debt securities
will be passed upon for us by Parlee McLaws LLP, Calgary, Alberta, and by Paul,
Weiss, Rifkind, Wharton & Garrison LLP, New York, New York. As to all matters
of Canadian federal and Alberta law, Paul, Weiss, Rifkind, Wharton & Garrison
LLP may rely upon the opinion of Parlee McLaws LLP. As to all matters of U.S.
federal and New York law, Parlee McLaws LLP may rely upon the opinion of Paul,
Weiss, Rifkind, Wharton & Garrison LLP.
We are advised that, as of the date hereof, the partners and associates of
Parlee McLaws LLP beneficially own, directly or indirectly, less than one
percent of our outstanding securities and none of our securities or our
property are to be received by such persons.
EXPERTS
Our consolidated balance sheets as at December 31, 2006 and 2005 and the
consolidated statements of earnings, retained earnings and cash flows for each
of the years in the three year period ended December 31, 2006 have been
incorporated by reference in this prospectus in reliance on the report dated
March 15, 2007 of PricewaterhouseCoopers LLP, independent auditors given on the
authority of said firm as experts in auditing and accounting.
Sproule Associates Limited, RyderScott Company and GLJ Petroleum
Consultants Ltd., independent reserves evaluators, have evaluated our reserves
in reports dated March 1, 2007, March 1, 2007 and February 5, 2007
respectively, as more particularly described in our Annual Information Form,
incorporated by reference herein. The statements as to our reserves, which
appear in or are incorporated by reference herein, have been so included or
incorporated by reference upon the authority, as experts, of Sproule Associates
Limited, Ryder Scott Company and GLJ Petroleum Consultants Ltd.
Based on information provided by the relevant persons or companies, there
are beneficial interests, direct or indirect, in less than 1% of our securities
or property or securities or property of our associates or affiliates held by
Sproule Associates Limited, RyderScott Company or GLJ Petroleum Consultants
Ltd. or by "designated professionals", being any partners, employees or
consultants of such independent reserves evaluators who participated in and who
were in a position to directly influence the preparation of the relevant
report, or any such person who, at the time of the preparation of the report
was in a position to directly influence the outcome of the preparation of the
report.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of the
registration statement of which this prospectus is a part insofar as required
by the SEC's Form F-9:
o the documents listed in the second paragraph under "Where You Can
Find More Information" in this prospectus to the extent not
previously filed with the SEC;
26
o the consents of our accountants PricewaterhouseCoopers LLP;
o the consent of our counsel Parlee McLaws LLP;
o the consent of our independent petroleum consultants Sproule
Associates Limited;
o the consent of our independent petroleum consultants Ryder Scott
Company;
o the consent of our independent petroleum consultants Gilbert
Laustsen Jung Associates Ltd.;
o powers of attorney from directors and officers of Canadian Natural;
o the indenture relating to the debt securities; and
o statement of eligibility of the Trustee on Form T-1.
27
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We have read the base shelf prospectus of Canadian Natural Resources
Limited (the "Company") dated September __, 2007 relating to the issue and sale
of up to US$3,000,000,000 of Debt Securities of the Company. We have complied
with Canadian generally accepted standards for an auditor's involvement with
offering documents.
We consent to the incorporation by reference in the above-mentioned
prospectus of our report to the shareholders of Canadian Natural Resources
Limited on the consolidated balance sheets of Canadian Natural Resources
Limited as at December 31, 2006 and 2005 and the consolidated statements of
earnings, retained earnings and cash flows for each of the years in the
three-year period ended December 31, 2006. Our report is dated March 15, 2007.
Chartered Accountants
September __, 2007
28
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[GRAPHIC OMITTED -- LOGO]
CANADIAN NATURAL RESOURCES LIMITED
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Under the BUSINESS CORPORATIONS ACT (ALBERTA) (the "ABCA"), the Registrant
may indemnify a present or former director or officer or a person who acts or
acted at the Registrant's request as a director or officer of a body corporate
of which the Registrant is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or
officer of the Registrant or that body corporate, if the director or officer
acted honestly and in good faith with a view to the best interests of the
Registrant, and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful. Such indemnification may be in
connection with a derivative action only with court approval. A director or
officer is entitled to indemnification from the Registrant as a matter of right
if he or she was substantially successful on the merits, fulfilled the
conditions set forth above, and is fairly and reasonably entitled to indemnity.
The by-laws of the Registrant provide that, subject to the limitations
contained in the ABCA, the Registrant shall indemnify a director or officer, a
former director or officer, or a person who acts or acted at the Registrant's
request as a director or officer of a body corporate of which the Registrant is
or was a shareholder or creditor, and his heirs, executors, administrators and
other legal representatives, to the fullest extent which may from time to time
be permitted by the ABCA, from and against, (a) all costs, charges and expenses
that he incurs in respect of any civil, criminal or administrative action or
proceeding that is proposed or commenced against him by reason of being or
having been a director or officer of the Registrant, and (b) all other costs,
charges and expenses that he sustains or incurs in respect of the affairs of
the Registrant, except in respect of an action by or on behalf of the
Registrant, or such body corporate, to procure a judgment in its favor.
The by-laws of the Registrant provide that the Registrant may, subject to
the limitations contained in the ABCA, purchase and maintain insurance for the
benefit of any director or officer as such against any liability incurred by
him in his capacity as a director or officer of the Registrant or as a director
or officer of any body corporate where he acts or acted in that capacity at the
Registrant's request. The Registrant has purchased third party director and
officer liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
II-1
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 The Annual Information Form of the Registrant, dated March 28,
2007, for the fiscal year ended December 31, 2006 (incorporated by
reference to the Registrant's Annual Report on Form 40-F for the
fiscal year ended December 31, 2006, as filed with the Securities
and Exchange Commission on March 30, 2007).
4.2 The Information Circular of the Registrant, dated March 14, 2007,
issued in connection with the Annual Meeting of Shareholders of the
Registrant held on May 3, 2007, excluding those portions which
appear under the headings "Performance Graph," "Report on Executive
Compensation by the Compensation Committee" and "Statement of
Corporate Governance Practices" (which portions shall be deemed not
to be incorporated by reference in this Registration Statement on
Form F-9) (incorporated by reference to the Registrant's Report on
Form 6-K, as filed with the Securities and Exchange Commission on
March 29, 2007).
4.3 "Management's Discussion and Analysis" of the Registrant for the
fiscal year ended December 31, 2006 (incorporated by reference to
the Registrant's Annual Report on Form 40-F for the fiscal year
ended December 31, 2006, as filed with the Securities and Exchange
Commission on March 30, 2007).
4.4 The annual audited comparative consolidated financial statements of
the Registrant, together with the notes thereto and Auditors'
Report thereon, as at and for the fiscal year ended December 31,
2006 (incorporated by reference to the Registrant's Annual Report
on Form 40-F for the fiscal year ended December 31, 2006, as filed
with the Securities and Exchange Commission on March 30, 2007).
4.5 The unaudited interim comparative consolidated financial statements
of the Registrant, together with the notes thereto, for the period
ended June 30, 2007 (incorporated by reference to the Registrant's
Report on Form 6-K, filed with the Securities and Exchange
Commission on August 20, 2007).
4.6 "Management's Discussion and Analysis" of the Registrant relating
to the period ended June 30, 2007 (incorporated by reference to the
Registrant's Report on Form 6-K, filed with the Securities and
Exchange Commission on August 20, 2007).
5.1 Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
5.3 Consent of Parlee McLaws LLP.
5.4 Consent of Sproule Associates Limited, independent petroleum
engineering consultants.
5.5 Consent of Ryder Scott Company, independent petroleum engineering
consultants.
5.6 Consent of Gilbert Laustsen Jung Associates Ltd., independent
petroleum engineering consultants.
6.1 Powers of Attorney (included on the signature page of this
Registration Statement).
7.1 Indenture dated as of July 24, 2001, between the Registrant and The
Bank of Nova Scotia Trust Company New York, as Trustee
(incorporated by reference to the Registrant's Registration
Statement on Form F-9, as filed with the Securities and Exchange
Commission on August 12, 2002).
7.2 Statement of Eligibility of the Trustee of Form T-1 (incorporated
by reference to the Registrant's Registration Statement on Form
F-9, filed with the Securities and Exchange Commission on August
12, 2002).
II-2
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
ITEM 1. UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form F-9 or to transactions
in said securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS
Concurrent with the filing of this Registration Statement, the Registrant
has filed with the Commission a written irrevocable consent and power of
attorney on Form F-X.
Any change to the name or address of the agent for service of process of
the Registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form F-X referencing the file number of the
relevant registration statement.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-9 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta, Canada, on
September 13, 2007.
CANADIAN NATURAL RESOURCES LIMITED
By: /s/ John G. Langille
------------------------------
Name: John G. Langille
Title: Vice Chairman
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Allan P. Markin, Steve W. Laut and Douglas A. Proll, and each of them, any of
whom may act without the joinder of the other, the true and lawful
attorney-in-fact and agent of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Steve W. Laut President and Chief Operating Officer September 13, 2007
---------------------------- (Principal Executive Officer)
Steve W. Laut
III-2
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Douglas A. Proll Senior Vice-President, Finance and September 13, 2007
---------------------------- Chief Financial Officer (Principal
Douglas A. Proll Financial and Accounting Officer)
/s/ Allan P. Markin Chairman and Director September 13, 2007
---------------------------
Allan P. Markin
/s/ Catherine M. Best Director September 13, 2007
---------------------------
Catherine M. Best
/s/ N. Murray Edwards Vice-Chairman and Director September 13, 2007
---------------------------
N. Murray Edwards
/s/ Gary A. Filmon Director September 13, 2007
---------------------------
Gary A. Filmon
/s/ Gordon D. Giffin Director September 13, 2007
---------------------------
Gordon D. Giffin
/s/ John G. Langille Vice-Chairman and Director September 13, 2007
---------------------------
John G. Langille
/s/ Keith A. J. Macphail Director September 13, 2007
---------------------------
Keith A. J. MacPhail
/s/ Norman F. McIntyre Director September 13, 2007
---------------------------
Norman F. McIntyre
/s/ Frank J. McKenna Director September 13, 2007
---------------------------
Frank J. McKenna
/s/ James S. Palmer Director September 13, 2007
---------------------------
James S. Palmer
/s/ Eldon R. Smith, M.D. Director September 13, 2007
---------------------------
Eldon R. Smith, M.D.
/s/ David A. Tuer Director September 13, 2007
---------------------------
David A. Tuer
III-3
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly caused this Registration Statement
to be signed on its behalf by the undersigned, solely in its capacity as the
duly authorized representative of Canadian Natural Resources Limited in the
United States, on September 13, 2007.
CANNAT ENERGY INC.
By: /s/ John G. Langille
--------------------------
Name: John G. Langille
Title: Vice Chairman
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 The Annual Information Form of the Registrant, dated March 28,
2007, for the fiscal year ended December 31, 2006 (incorporated by
reference to the Registrant's Annual Report on Form 40-F for the
fiscal year ended December 31, 2006, as filed with the Securities
and Exchange Commission on March 30, 2007).
4.2 The Information Circular of the Registrant, dated March 14, 2007,
issued in connection with the Annual Meeting of Shareholders of the
Registrant held on May 3, 2007, excluding those portions which
appear under the headings "Performance Graph," "Report on Executive
Compensation by the Compensation Committee" and "Statement of
Corporate Governance Practices" (which portions shall be deemed not
to be incorporated by reference in this Registration Statement on
Form F-9) (incorporated by reference to the Registrant's Report on
Form 6-K, as filed with the Securities and Exchange Commission on
March 29, 2007).
4.3 "Management's Discussion and Analysis" of the Registrant for the
fiscal year ended December 31, 2006 (incorporated by reference to
the Registrant's Annual Report on Form 40-F for the fiscal year
ended December 31, 2006, as filed with the Securities and Exchange
Commission on March 30, 2007).
4.4 The annual audited comparative consolidated financial statements of
the Registrant, together with the notes thereto and Auditors'
Report thereon, as at and for the fiscal year ended December 31,
2006 (incorporated by reference to the Registrant's Annual Report
on Form 40-F for the fiscal year ended December 31, 2006, as filed
with the Securities and Exchange Commission on March 30, 2007).
4.5 The unaudited interim comparative consolidated financial statements
of the Registrant, together with the notes thereto, for the period
ended June 30, 2007 (incorporated by reference to the Registrant's
Report on Form 6-K, filed with the Securities and Exchange
Commission on August 20, 2007).
4.6 "Management's Discussion and Analysis" of the Registrant relating
to the period ended June 30, 2007 (incorporated by reference to the
Registrant's Report on Form 6-K, filed with the Securities and
Exchange Commission on August 20, 2007).
5.1 Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
5.3 Consent of Parlee McLaws LLP.
5.4 Consent of Sproule Associates Limited, independent petroleum
engineering consultants.
5.5 Consent of Ryder Scott Company, independent petroleum engineering
consultants.
5.6 Consent of Gilbert Laustsen Jung Associates Ltd., independent
petroleum engineering consultants.
6.1 Powers of Attorney (included on the signature page of this
Registration Statement).
7.1 Indenture dated as of July 24, 2001, between the Registrant and The
Bank of Nova Scotia Trust Company New York, as Trustee
(incorporated by reference to the Registrant's Registration
Statement on Form F-9, as filed with the Securities and Exchange
Commission on August 12, 2002).
7.2 Statement of Eligibility of the Trustee of Form T-1 (incorporated
by reference to the Registrant's Registration Statement on Form
F-9, filed with the Securities and Exchange Commission on August
12, 2002).