EXHIBIT 10.5
CONVEYANCE AGREEMENT AMONG 1289307 ALBERTA LTD. AND
1286664 ALBERTA LTD. DATED DECEMBER 21, 2006
GENERAL CONVEYANCE
THIS AGREEMENT made this 21st day of December, 2006;
BETWEEN:
1286664 ALBERTA LTD. a body corporate incorporated under
the laws of the Province of Alberta (the "VENDOR")
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1289307 ALBERTA LTD., a body corporate incorporated under
the laws of the Province of Alberta (the "PURCHASER")
WHEREAS the shareholders and directors of the Vendor and the Purchaser
have resolved to transfer, assign and convey the Assets from the Vendor to the
Purchaser;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants and agreements herein contained (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 DEFINITIONS
Whenever used in this Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following words and terms
shall have the respective meanings ascribed to them as follows:
"ASSETS" means all right, title and interest of the Vendor in the
Letter Farmout Agreement dated December 12, 2006 between the Vendor and
Bounty Developments Ltd. as set forth in Schedule "A" relating to the
Petroleum and Natural Gas Rights;
"LANDS" means the lands set forth and described in Schedule "B",
insofar as rights to the Petroleum Substances underlying those Lands
are granted by the Leases;
"LEASES" means, collectively, the leases, reservations, permits,
licenses, certificates of title or other documents of title set forth
and described in Schedule "B" (or any replacement thereof, renewal or
extension thereof or leases derived therefrom) by virtue of which the
holder thereof is entitled to drill for, win, take, own and remove
Petroleum Substances within, upon or under all or any part of the
Lands;
"PETROLEUM AND NATURAL GAS RIGHTS" means the Vendor's entire right,
title, estate and interest in and to the Lands and the Leases as set
forth in Schedule "B";
CAL01:261003:v2
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"PETROLEUM SUBSTANCES" means petroleum, natural gas, related
hydrocarbons and any other substances, whether liquid, solid or
gaseous, produced in association with such petroleum, natural gas or
related hydrocarbons, insofar as rights to the same are granted by way
of the Leases; and
"PROMISSORY NOTE" means the promissory note substantially in the form
as attached hereto as Schedule "C".
1.2 NUMBERS AND GENDER
In this Agreement, words importing the singular number include the
plural and vice versa and words importing gender include the masculine, feminine
and neuter genders.
1.3 REFERENCES
The table of contents and headings in this Agreement are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement. A reference herein to an article, section or
subsection without further reference shall be a reference to an article, section
or subsection of this Agreement.
1.4 CHOICE OF LAW
This agreement is governed by the laws of the Province of Alberta and
the laws of Canada applicable therein and shall be construed, interpreted and
performed in accordance therewith.
1.5 ATTORNMENT
Any legal actions or proceedings with respect to this Agreement shall
be brought in the courts of the Province of Alberta and the courts of appeal
therefrom. Each Party hereby attorns to and accepts the exclusive jurisdiction
of such courts.
ARTICLE 2
CONVEYANCE
2.1 CONVEYANCE
In consideration of the payment by delivery of the executed Promissory
Note to the Vendor by the Purchaser, in the aggregate principal amount of one
million United States dollars (U.S. $1,000,000) to the Vendor from the
Purchaser, receipt of which is hereby acknowledged, the Vendor hereby sells,
transfers, conveys, assigns and delivers its entire beneficial interest in and
legal title to the Assets to Purchaser.
2.2 TRUST
Vendor hereby declares that, as to any of its interests, rights,
property, assets, obligations or undertakings in or related to any of the Assets
for which registered title has not passed to the
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Purchaser by virtue of this Agreement or any transfers or conveyances which may
from time to time be executed and delivered in pursuance of the covenants
contained herein, the Vendor holds the same in trust for the Purchaser, its
successors and assigns, to transfer, convey and assign the same as the Purchaser
may from time to time direct.
2.3 SUBSTITUTION AND SUBROGATION
The conveyance of the Assets unto the Purchaser, its successors and
assigns, hereunder is with full rights of substitution and subrogation of the
Purchaser, its successors or assigns, to the extent possible, in and to all
covenants and warranties by others heretofore given or made in respect of the
Assets or any part thereof.
ARTICLE 3
ASSUMPTION OF LIABILITIES
3.1 ASSUMPTION OF LIABILITIES
The Purchaser hereby unconditionally agrees to assume, perform,
fulfill, pay, and satisfy all the lawful liabilities, debts, contracts,
obligations, engagements and undertakings of the Vendor, of whatsoever nature or
kind and description, whether in contract or tort, absolute or contingent, to
the extent the same relate to the Assets.
ARTICLE 4
REMEDIES
4.1 REMEDIES
The rights and remedies conferred hereunder are not intended to be
exclusive of any other rights or remedies available to any party hereto in
connection with the breach or failure of any of the covenants, warranties,
representations or other obligations of any other party hereunder, and nothing
contained herein shall be construed in any manner as restricting or derogating
from any other such rights or remedies.
ARTICLE 5
FURTHER ASSURANCES
5.1 FURTHER ASSURANCES
The Vendor will from time to time and at all times hereafter upon every
reasonable request of the Purchaser or its successors and assigns, and without
further consideration, do and perform or cause to be done or performed all such
further acts and things, and execute or cause to be executed all such further
deeds, documents, writings or other instruments and give all such further
assurances as may be required by the Purchaser to effectively carry out the
intent and meaning hereof.
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ARTICLE 6
POWER OF ATTORNEY
6.1 POWER OF ATTORNEY
The Vendor on behalf of itself and its successors hereby appoints the
President of the Purchaser or its successors or assigns as the attorney for the
Vendor to do, sign and execute all acts, deeds, assurances and other instruments
which in the discretion of the said attorneys or attorney may be necessary or
desirable for the purpose of vesting in the Purchaser, its successors and
assigns, the Assets. Such power of attorney, being coupled with an interest,
shall not be revoked by the dissolution, surrender of charter, winding-up,
bankruptcy or insolvency of the Vendor and may be exercised in the name and on
behalf of the successors and assigns of the Purchaser.
ARTICLE 7
GENERAL
7.1 ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the
successors and assigns of the parties hereto.
7.2 NO SUPERSEDING OR MERGER
The provisions contained in this Agreement shall not merge in any
transfer, assignment, novation agreement or other document or instrument issued
pursuant hereto or in connection herewith.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
1286664 ALBERTA LTD.
Per: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
1289307 ALBERTA LTD.
Per: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, President