* Deal fits with Ottawa's foreign investment aims-Encana CEO * Second attempt at cooperation between the two companies * PetroChina gets 49.9 percent of liquids-rich gas venture * It is PetroChina's second overseas deal this week * Government looking at deal to see if it is reviewable By Jeffrey Jones CALGARY, Alberta, Dec 13 (Reuters) - PetroChina will pay Encana Corp C$2.2 billion ($2.2 billion) for a 49.9 percent stake in a rich Alberta shale gas prospect, the first test of new guidelines issued by Ottawa for major energy investments by foreign state-owned enterprises. Encana said the venture, with a non-controlling interest for PetroChina, allows the partners to bypass stringent reviews under the Canadian government's new restrictions announced last week. The government said it was examining the proposed deal to determine if it would face a review under the Investment Canada Act, which governs foreign investment. It is the second overseas deal announced by PetroChina this week, after the $1.63 billion purchase of a minority stake in an Australian liquefied natural gas project, as the state-controlled oil giant seeks to have half its production outside of China within eight years. "As in all such cases, due diligence is being exercised by reviewing details of the proposed investment to determine if it is reviewable under the act," Margaux Stastny, spokeswoman for Industry Minister Christian Paradis, said in a statement. Investments by foreign state-owned companies that do not involve acquisition of control were not reviewable under the act except for their national security implications, she said, but added: "There are circumstances in which control is deemed to be acquired even where a minority ownership interest is involved." The statement gave no further details. Canada issued its new framework for approving takeovers of resource assets, particularly oil sands, by foreign state-owned companies, when it approved a $15.1 billion takeover by China's CNOOC Ltd of oil producer Nexen Inc, and a bid for Progress Energy Resources by Malaysia's Petronas. Analaysts were surprised at the timing of the announcement, coming so soon after the politically sensitive Nexen deal, and the release of the new investment guidelines. "The timing of this deal is really quite unbelievable," said lawyer Richard Steinberg, head of Fasken Martineau's mergers & acquisitions practice group. "This is a step removed from the oil sands and so to the extent that this is not Canadian oil sands, it does seem to be in a less sensitive area and not directly in the bulls-eye," said Steinberg, noting that the deal appears to tick all the boxes in the government's new rule book. SECOND TIME AROUND Under the deal, which follows a failed joint-venture attempt by the pair in 2011, a unit of PetroChina known as Phoenix Duvernay Gas will take the nearly-half interest in Encana's Duvernay play in west-central Alberta, estimated to contain 9 billion barrels of oil equivalent It has already paid C$1.18 billion and the other C$1 billion is payable over the next four years to help pay for development, said Encana, Canada's largest natural gas producer. During the period, the partners will spend C$4 billion on drilling and processing facilities. PetroChina was not immediately available for comment. But a source close to the situation told Reuters in Hong Kong that PetroChina expects to receive Canadian regulatory approval for the deal as it is only buying a minority stake. China's state-owned energy giants have been bidding aggressively for foreign oil and gas fields as Beijing looks to secure energy supplies to meet rising demand. China also aims to double the share of gas in its overall energy mix to more than 8 percent by 2015, while coal will be cut to just over 60 percent. PetroChina, the country's dominant oil and gas producer, said in August that it had earmarked close to $16 billion for overseas investment this year and was "actively" looking for acquisition opportunities in Central Asia, East Africa, Australia and Canada. With the agreement, Encana would be making good on a big part of a high-profile effort to attract partners to help fund development of a host of prospects across North America. It is concentrating on those that feature natural gas that is high in liquid hydrocarbon content. Such fuels are priced closer to crude oil than to dry gas, of which there is continent-wide glut that has driven down prices at times to decade lows. "It's largely an opportunity for us to explore, delineate and ultimately develop what we think is a huge resource that, on our own, we would likely not be able to bring to commercialization as quickly as we can now with having a partner," Encana Chief Executive Randy Eresman said in an interview. "Our understanding is that it does not require any government approvals at all." Encana shares rose 41 Canadian cents, or 2 percent, to C$20.85 on the Toronto Stock Exchange. They are up about 12 percent this year. NEW FRAMEWORK The government's new framework effectively bans enterprises controlled by foreign governments from taking control of more businesses in Canada's oil sands, but the government said it welcomed investment and joint ventures. "We were waiting to find out if the rules would in any way impact our deal and basically what we think at this point is that the government has made it clear that it supports this kind of transaction - a non-controlling interest in a joint venture," Eresman said. Encana and PetroChina in 2011 tried to set up a C$5.4 billion joint venture on British Columbia gas assets, but the deal fell through over reported disagreements about asset value and development pace. "We never ever concluded that transaction, so there were a lot of discussion points that we never ultimately resolved," Eresman said. The failed venture would have included Encana's producing and undeveloped assets, as well as processing equipment, while Thursday's deal with PetroChina's new Phoenix unit is essentially the start of a new project, he said. Encana has spent the past couple of years attracting partners to other parts of its business and has sought more for such assets as the Tuscaloosa Marine Shale in Louisiana and Mississippi and Eaglebine Shale in Texas. Bond rating agency DBRS said the new venture will strengthen Encana's cash position to $3 billion from $2 billion at the end of September, and that it expects proceeds from asset sales will keep funding large portions of the company's capital spending. Encana has drilled nine wells on its 445,000 acres (180,100 hectares) of land in the Duvernay, where numerous companies have amassed large land positions through government land sales and takeovers. In October, Exxon Mobil Corp agreed to spend C$2.6 billion to take over Celtic Exploration Ltd, which has extensive acreage in the region. A study by the Alberta Energy Resources Conservation Board and Alberta Geological Survey said the Duvernay formation, which extends through much of central Alberta, contains 443 trillion cubic feet of total gas in place, 11.3 billion barrels of natural gas liquids and 61.7 billion barrels of oil, putting it on par with some of the continent's largest shale prospects.