Encana Corporation

Headnote

Multilateral Instrument 11-102 Passport Systemand National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer allowed to make disclosure of reserves and future net revenue based on US disclosure requirements, at its option -- the Issuer's US disclosure would not meet certain requirements in NI 51-101 -- the Issuer is subject to the requirements of NI 51-101 and will provide disclosure compliant with that instrument.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

Citation: Encana Corporation, Re, 2011 ABASC 4

January 4, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO (THE JURISDICTIONS)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

ENCANA CORPORATION (THE FILER)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer be exempted from the following (collectively, the Exemptions Sought):

(a) sections 5.2 and 5.3 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) (the COGEH Relief);

(b) section 5.15(b)(iii) of NI 51-101 (the Transitional F&D Comparative Relief);

(c) item 4.1 of Form 51-101F1 Statement of Reserves Data and Other Information (Form 51-101F1) (the Transitional Reconciliation Relief);

(d) item 5.1 of Form 51-101F1 (the Transitional 2010 PUD Relief); and

(e) paragraphs 5.1(1)(a) and 5.1(2)(a) of Form 51-101F1 (the Transitional 2011/2012 PUD Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories in Canada other than Alberta and Ontario; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 51-101 or CSA Staff Notice 51-324 Glossary To NI 51-101 Standards of Disclosure for Oil and Gas Activities have the same meaning if used in this decision, unless otherwise defined herein.

Representations

The Filer represents to the Commission that:

1. The head office of the Filer is located in Calgary, Alberta.

2. The Filer is a reporting issuer or equivalent in each of the provinces and territories of Canada and is not in default of securities legislation in any of the provinces or territories of Canada.

3. The Filer has securities registered under the 1934 Act.

4. The Filer is active in capital markets outside Canada where it competes for capital with foreign issuers, and has offered and intends to continue to offer securities in the United States of America (the US).

5. A significant portion of the Filer's securities are held, or a significant portion of its security holders are located, outside Canada.

6. Differences between the requirements and restrictions under US securities laws and guidance applied by the SEC, as they relate to disclosure concerning reserves and future net revenue, in material required to be filed with the SEC (collectively, the US Disclosure Requirements), and the requirements and restrictions under NI 51-101 are such that, absent relief, some disclosure made in accordance with US Disclosure Requirements would contravene NI 51-101, Form 51-101F1 or both (together, the Instrument).

7. For purposes of making an investment decision or providing investment analysis or advice, a significant portion of the Filer's investors, lenders and investment analysts in both Canada and the US routinely compare the Filer to issuers engaged in oil and gas activities that are based in the US or other foreign countries, such that comparability of the Filer's disclosure to that of such foreign-based issuers is of primary relevance to those market participants.

8. Pursuant to a decision dated 29 September 2008 issued in respect of the Filer, the Filer has been permitted to make certain disclosure in accordance with US Disclosure Requirements (the 2008 Relief).

9. Under its terms, the Filer will cease to be able to rely on the 2008 Relief after 1 January 2011 and will become subject to all of the requirements of the Instrument. Temporary transitional relief would facilitate convergence of certain of the Filer's reserves and future net revenue disclosure practices with the Instrument, without detriment to market participants.

10. The Filer may wish to include, in its disclosure that is subject to Part 5 of NI 51-101, disclosure of reserves and future net revenue prepared in accordance with US Disclosure Requirements (the Filer's US Disclosure).

Decision

Each of the Decision Makers is satisfied that the decision satisfies the test set out in the Legislation for the Decision Maker to make the decision.

Pursuant to section 8.1 of NI 51-101:

(a) the COGEH Relief is granted with respect to the Filer's US Disclosure (if any), and with respect to the Filer's disclosure of finding and development costs based on reserves determined in accordance with US Disclosure Requirements (the Filer's US F&D Disclosure)(if any), as the case may be, provided that:

(i) the Filer describes any material differences between such disclosure and the corresponding disclosure it also makes, as required, under Canadian securities laws (its Required Canadian Disclosure), within or proximate to its Required Canadian Disclosure;

(ii) in the case of the Filer's US Disclosure (if any), it:

A. complies with the US Disclosure Requirements;

B. is identified as having been prepared in accordance with US Disclosure Requirements;

C. discloses the effective date of the estimates disclosed therein; and

D. is based on reserves estimates which have been prepared or audited by a qualified reserves evaluator or auditor; and

(iii) in the case of the Filer's US F&D Disclosure (if any):

A. all proved reserves, and any probable reserves, are determined in accordance with US Disclosure Requirements and are accompanied by a statement to the effect that the proved reserves, and any probable reserves, have been determined in accordance with US Disclosure Requirements; and

B. the Filer provides disclosure in accordance with section 5.15 of NI 51-101 and this disclosure is publicly available to investors;

(b) the Transitional F&D Comparative Relief is granted for the Filer's disclosure of finding and development costs for the Filer's financial years ending in 2010, 2011 and 2012, in each case only to the extent that the requisite comparative information for the most recent financial year, the second most recent financial year and the averages for the three most recent financial years is not available to the Filer;

(c) the Transitional Reconciliation Relief is granted for the Required Canadian Disclosure for the Filer's financial year ending in 2010;

(d) the Transitional 2010 PUD Relief is granted for the Required Canadian Disclosure for the Filer's financial year ending in 2010, only to the extent that the requisite information about volumes of proved undeveloped reserves or probable undeveloped reserves that were first attributed in each of the most recent three financial years, and the aggregate attributed before that time, is not available to the Filer, provided that the Filer includes in its annual filing under section 2.1 of NI 51-101 an explanation of why this information is omitted; and

(e) the Transitional 2011/2012 PUD Relief is granted for the Required Canadian Disclosure for the Filer's financial years ending in 2011 and 2012, only to the extent that information about volumes of proved undeveloped reserves or probable undeveloped reserves that were first attributed in each of the most recent three financial years, and the aggregate attributed before that time, is not available to the Filer, provided that the Filer includes in its annual filing under section 2.1 of NI 51-101 an explanation of why this information is omitted.

This decision, as it relates to paragraph (a) above, will terminate on the effective date of any amendment to the Legislation that permits disclosure of the nature contemplated by that paragraph.

For the Commission: