(a) It is the intent of the State Securities Board
that §109.13(a)-(c) and (j) of this title (relating to Limited
Offering Exemptions) apply to transactions made pursuant to the Securities
Act, §4005.021, and that the terms defined in §109.13(a)-(c)
and (j) of this title (relating to Limited Offering Exemptions) have
the same meanings for purposes of §4005.021 as they do for exemptions
set forth in §4005.012 and §4005.013 of the Securities Act.
(b) For the purposes of §4005.021, an employee
of the owner of an oil, gas, or mineral lease, fee, or title may aid
such owner/employer in selling interests in such lease, fee, or title
and will not be considered an agent required to be licensed under
the Act provided all the following conditions are satisfied:
(1) the employee was not hired for the purpose of offering
or selling such securities;
(2) the employee's activity involving the offer and
sale of such securities is strictly incidental to his bona fide primary
nonsecurities-related work duties; and
(3) the employee's compensation is based solely on
the performance of such other duties, i.e., the employee does not
receive any compensation for offering for sale, selling, or otherwise
aiding in the sale of securities.
(c) In addition to sales made under the Securities
Act, §4005.021, the State Securities Board, pursuant to the Act,
§4005.024, exempts from the registration requirements of the
Act, Chapter 4003, Subchapters A, B, and C, the sale of interests
in and under oil, gas, and mining leases, fees, or titles, or contracts
relating thereto (hereinafter called securities), by the owner itself,
or by a registered dealer acting as agent for the owner, provided
all of the conditions of §109.13(k) or (l) of this title (relating
to Limited Offering Exemptions) are met. The purpose of this subsection
is to provide a mechanism which will allow for sales of the securities
listed herein to accredited investors where the conditions of §109.13(k)
or (l) of this title (relating to Limited Offering Exemptions) are
met.
(d) Exemption for transactions among persons in the
oil and gas industry.
(1) In addition to offers and sales made pursuant to
the Act, §4005.021, the State Securities Board, pursuant to the
Act, §4005.024, exempts from the securities registration requirements
of the Act, Chapter 4003, Subchapters A, B, and C, and the dealer
and agent registration requirements of the Act, Chapter 4004, the
offer and sale of any interest in or under an oil, gas, or mining
lease, fee, or title, or payments out of production in or under such
leases, fees, or titles or contracts relating thereto by the owner
or an agent for the owner when such offer or sale is made to persons
and/or companies each of whom the owner or owner's agent shall have
reasonable cause to believe and does believe meets the following criteria:
(A) is engaged in the business of exploring for or
producing oil, gas, or other minerals as an ongoing business or is
engaged in the practice of a profession, or discipline, which is directly
related to the exploration for, production of, refining of, or marketing
of oil, gas, or other minerals such as the interest being sold; or
(B) is a landman, drilling company, well service company,
production company, refining company, geologist, geophysicist, petroleum
engineer, earth scientist; or
(C) is an executive officer of a company whose primary
plan of business involves either subparagraphs (A) or (B) of this
paragraph.
(2) The offer to a person who did not meet the criteria
set forth in paragraph (1)(A)-(C) of this subsection will not cause
the exemption to be lost if such offer was not made indiscriminately.
(3) For purposes of this rule, an "agent for the owner"
includes the following:
(A) officers, directors, and employees who are actively
engaged in the day-to-day activities of the owner;
(B) independent landmen, engineers, geologists, and
consultants who have a contractual working relationship with the owner;
(C) persons who meet the dealer registration requirements
of Chapter 4004 of the Securities Act; and
(D) persons who represent the owner in transactions
exclusively with persons described in paragraph (1)(A)-(C) of this
subsection.
(4) This exemption includes sales at auction.
(e) Any person who acts as an agent of an owner or
a purchaser in connection with a sale of an interest described in
subsection (d) of this section to a person who does not meet the criteria
set forth in subsection (d)(1)(A)-(C) of this section will not be
exempt from the dealer registration requirements of Chapter 4004 of
the Act unless another exemption is available.
|