General Counsel and Corporate Secretary

2 weeks ago

Calgary, Canada Rife Resources Ltd Full time

**_Rife Resources Ltd. _**_is a private oil and gas exploration and production company, wholly-owned by the CN Pension Trust Funds (pension fund for employees of the Canadian National Railway). Rife has interests in approximately 414,000 acres of land in Western Canada. Rife’s current production is ~5,000 boe/d with operational focus on heavy oil in the greater Lloydminster area._ Rife also manages the assets of _**_Canpar Holdings Ltd._**_ and _**_Freehold Royalties Ltd._**

**_Canpar Holdings Ltd. _**_is a private land holdings company, wholly-owned by the CN Pension Trust Funds. Canpar generates income through resource development royalties on its ~4.1 million gross acres of mineral title lands in Western Canada._

**_ Freehold Royalties Ltd. _**_is a public mineral title and royalty company with oil and gas properties across five provinces in Canada and eight states in the United States. In 2023, Freehold generated approximately 14,500 - 15,000 boe/d of royalty production from over 6 million gross acres of mineral title and gross overriding royalty lands in Canada and over 1,000,000 gross drilling acres in the United States. Freehold is focused on providing investors with low risk returns and growth over the long term by acquiring and creating new high-quality royalties. (TSX: FRU)_

**General Counsel and Corporate Secretary**

**Responsibilities**:
**General Counsel**
- Provide expert and strategic legal advice to staff and senior leaders on all legal matters impacting the companies while ensuring all are compliant with current and proposed legal regulations;
- Support dispute resolution proceedings between the companies and third parties;
- Identify, evaluate, and manage external counsel;
- Prepare and/or review contracts and agreements as required;
- In collaboration with other members of management and external counsel, preparing financing documentation, including prospectuses and private placement related documentation, as required;
- Support transactional teams in both Canada and the US; and
- Be accountable for centralized legal budget.

**Corporate Secretary**
- Organize Board and Committee meetings for all companies: prepare notices and agendas and compiling and distributing comprehensive board packages; preparing and circulating an annual calendar of board and committee meetings and other key dates;
- Act as recording secretary at all meetings of the Boards and the various committees of the Boards;
- Maintain the minute books of all companies and subsidiaries;
- Prepare and circulate minutes of meetings and/or resolutions, as required;
- Act as a key liaison with both Board of Directors;
- Provide oversight and support to corporate secretarial consultant;
- Maintain a schedule of board and committee attendance and, in collaboration with the human resources department, ensure payment of directors’ fees;
- Coordination of all aspects of Freehold’s annual general meeting, including the preparation of annual meeting materials; and
- Prepare annual and quarterly trading blackout calendar and circulate trading blackout notices, as required.

**Governance**
- Maintain and recommend updates to the companies’ corporate governance materials, including all mandates and policies;
- Act as the principal governance liaison to stock exchanges, regulatory bodies, corporate governance rating agencies, governance associations and outside advisors, as applicable and appropriate;
- Direct or coordinate the preparation of all documents required for the issuance of Freehold securities;
- Direct the activities of Freehold’s transfer agent, proxy solicitor and other relevant vendors that serve as agents of Freehold;
- Oversee SEDAR/SEDI and Toronto Stock Exchange filings;
- Prepare or assist in the preparation of all continuous disclosure filings, including Freehold’s annual information form and management information circular, ensuring that such filings are made in a timely manner as prescribed by applicable securities and corporate legislation and stock exchange policies;
- Coordinate the preparation of materials and presentations for the orientation program for new Directors; and
- Perform other related duties as required.

**Required Characteristics, Attributes and Skills**
- Able to take a business-minded approach with legal knowledge to identify opportunities and consider all possible solutions;
- Demonstrates and models a high degree of confidentiality and professionalism;
- Superior interpersonal skills with ability to positively influence and collaborate;
- Excellent communication skills, both verbal and written;
- Proficient with Microsoft Office programs; and
- Superior time management skills, multi?tasking skills and the ability to manage work flow and priorities.

**Qualifications**
- Member of a Law Society in Canada with a minimum of ten to fifteen years working experience;
- Experience in carrying out corporate governance practices and processes as well as corporate records management;
- G

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