Exhibit 2.4
Asset Purchase Agreement dated as of January 31, 2002
between ▇▇▇▇▇ Energy Ltd. and Silk ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Exhibit 2.4
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made as of the 31st day of January
2002, by and between ▇▇▇▇▇ Energy Ltd. ("▇▇▇▇▇" or "Seller") and Silk
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Florida corporation ("Buyer").
BACKGROUND
Buyer desires to acquire certain oil and gas reserves owned or
controlled by Seller, and Seller's desire to sell and assign such
assets to Buyer, all on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Acquisition Transaction.
1.1 Purchase and Sale of Assets.
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On the Closing Date (as hereinafter defined), upon the terms and
conditions herein set forth. Buyer agrees to purchase from Seller and
Seller agrees to sell, transfer, convey and deliver to Buyer (or to a
wholly owned subsidiary of Buyer), all of the Acquired Assets at the
Closing (as hereinafter defined) in exchange for the Purchase Price set
forth in section 1.3, below (the "Transaction"). As used herein,
"Acquired Assets" shall mean only those assets listed in Exhibit "A"
and "B" attached hereto, which shall be delivered to Buyer in good
condition and in good working order and free of any liens or
encumbrances.
1.2 No Assumption of Liabilities.
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On the Closing Date, Buyer will not assume or have any responsibility,
with respect to any obligation or liability of Seller or relating to
their individual business or properties, whether liquidated or un-
liquidated, fixed or contingent, arising by operation of law or
otherwise.
1.3 Purchase Price.
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In exchange for the Acquired Assets, Buyer agrees to issue and deliver
to Seller 3,316,000 common shares of Buyer at the Closing. The full
name and address of ▇▇▇▇▇ for Buyer's shares to be provided is as per
Exhibit C.
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2. Representations and Warranties of Buyer with Respect to Buyer.
As material inducement to Seller to enter into this Agreement and to
close hereunder, Buyer hereby makes the following representations,
warranties and agreements to and with Seller:
2.1 Due Organization; Capitalization and Articles, Bylaws
and Records.
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Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Florida and has the full
corporate power and authority to own its properties, carry on its
business as it is now being conducted and perform its obligations.
Buyer has both common stock and preferred stock outstanding, all of
which are validly issued, fully paid and non-assessable. Buyer is a
Section 12g reporting company under the Securities Exchange Act, which
trades on the OTC Bulletin Board under the symbol "SILK".
2.2 Authority; Binding Nature of Agreements.
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Buyer has the absolute and unrestricted right, power and authority to
enter into and to perform its obligations under this Agreement and all
other agreements, certificates and instruments contemplated to be
executed and delivered by Buyer in connection with this Agreement, and
the execution, delivery and performance by Buyer of this Agreement and
such other agreements, certificates and instruments have been duly
authorized by all necessary action on the part of Buyer and its
shareholders, Board of Directors and officers. Each of this Agreement
and such other agreements, certificates and instruments constitutes,
or upon execution and delivery will constitute, the legal, valid and
binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, except as enforceability may be limited by bankruptcy
and other similar laws affecting creditors rights.
2.3 Non-Contravention; Consents.
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To the best knowledge of Buyer, neither the execution nor the delivery
of any of this Agreement, nor the consummation or performance of any
of the transactions contemplated hereby, will directly or indirectly
(with or without notice or lapse of time):
2.3.1 Contravene, conflict with or result in a
violation of (i) any of the provisions of Buyer's articles of
incorporation or Bylaws, or (ii) any resolution adopted by Buyer's
shareholders, Buyer's Board of Directors or any committee of Buyer's
Board of Directors;
2.3.2 Contravene, conflict with or result in a
violation of, or give any Governmental Body or other Person the right
to challenge any of the transactions contemplated hereby or to
exercise any remedy or obtain any relief under, any Legal Requirement
or any Order to which Buyer, or any of the assets owned or used by
Buyer, is subject;
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2.4 Litigation
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To the best of Buyer's knowledge, there is no pending or threatened
litigation against the Buyer, nor is it in default with respect to any
order, writ, injunction or decree of any court of the United States or
of any foreign country.
2.5 Brokers
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No broker or finder has acted for Buyer in connection with this
Agreement or the transactions contemplated hereby, and no broker or
finder is entitled to any brokerage or finder's or similar fees or
other commissions in respect of such transactions based in any way on
agreements, arrangements or understandings made by or on behalf of
Buyer.
3. Conditions Precedent to Seller's Obligation to Close.
The following shall be conditions precedent to the obligation of Seller
to close hereunder, any of which may be waived in whole or in part by
Seller:
3.1 Each of the representations and warranties of
Buyer contained in this Agreement is now and, except as to
those expressly limited to the date hereof or some other
specific date, at all times after the date of this
Agreement to and including the time of Closing shall be,
true and correct individually and collectively in all
material respects, provided that any references to
materiality in any representation and warranty shall be
disregarded for purposes of this provision;
3.2 Each of the agreements, covenants and undertakings of
Buyer contained in this Agreement, except for those
calling for performance after Closing, will have been
fully performed and complied with both individually and
collectively in all material respects at or before
Closing; and
3.3 All documents required to be delivered by the Buyer at
or prior to Closing shall have been delivered or shall be
tendered at the time and place of Closing;
4. Representations and Warranties of Seller with Respect to Seller.
As material inducement to Buyer to enter into this Agreement and to
close hereunder, Seller hereby makes the following representations,
warranties and agreements to and with Buyer:
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4.1 Due Organization;
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▇▇▇▇▇ is a corporation duly organized, validly existing and in good
standing under the laws of Belize and has the full corporate power and
authority to execute and deliver this Agreement and to perform in full
its obligations.
4.2 Authority; Binding Nature of Agreements.
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Seller has the absolute and unrestricted right, power and authority to
enter into and to perform its obligations under this Agreement and all
other agreements, certificates and instruments contemplated to be
executed and delivered by Seller in connection with this Agreement,
and the execution, delivery and performance by Seller of this
Agreement and such other agreements, certificates and instruments have
been duly authorized by all necessary action on the part of Seller and
its Board of Directors and officers. This Agreement and such other
agreements, certificates and instruments constitute, or upon execution
and delivery will constitute, the legal, valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms,
except as enforceability may be limited by bankruptcy and other
similar laws affecting creditors rights.
4.3 Non-Contravention; Consents.
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To the best knowledge of Seller, neither the execution nor the
delivery of any of this Agreement, nor the consummation or performance
of any of the transactions contemplated hereby, will directly or
indirectly (with or without notice or lapse of time):
4.3.1 Contravene, conflict with or result in a violation of
(i) any of the provisions of Seller's articles of
incorporation or Bylaws, or (ii) any resolution adopted
by Seller's Board of Directors or any committee of
Seller's Board of Directors;
4.3.2 Contravene, conflict with or result in a violation
of, or give any governmental body or other person the
right to challenge any of the transactions contemplated
hereby or to exercise any remedy or obtain any relief
under, any legal requirement or any order to which
Seller, or any of the assets owned or used by Seller,
are subject;
5. No Undisclosed Liabilities.
The Acquired Assets are not subject to any claims, demands, liens
(both general and charging), agreements, contracts, covenants,
promises, suits, actions or cross-actions, causes of action,
obligations, controversies, disputes, debts, costs, fees, expenses,
losses, damages (both compensatory and exemplary or punitive),
judgments, orders, wrongful acts, and liabilities of whatever kind or
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nature in law, equity, or otherwise, fixed or contingent. The Acquired
Assets are not subject to, either contractually, by operation of law or
otherwise, the liability of any other person under any Environmental
Law.
5.1 Title to Assets.
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Seller owns all of the Acquired Assets, free and clear of all claims,
demands, or liens and the Acquired Assets are not subject to any lien
or other encumbrance or claim or to any option or other right in favor
of a third party; except for the provisions of this Agreement, there are
no monies owing or obligations outstanding with respect to any of the
Acquired Assets; and no consent or approval by or notice to any third
party is required in connection with the sale of the Acquired Assets to
Buyer pursuant to this Agreement. Further, except for those rights sold
to Buyer under this Agreement, Seller does not own or have any rights in
or to any patent, copyright, trademark, service ▇▇▇▇ or other right
pertaining to any of the Acquired Assets.
5.2 No Litigation.
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There is no litigation or claim pending or threatened with respect to
any of the Acquired Assets.
5.3 Value of Assets.
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The value of the Acquired Assets listed on Exhibit "A" attached hereto
is undetermined until receipt of an evaluation by a Certified
Petroleum Geologists report
Seller warrants and represents that the Acquired Assets listed on
Exhibit "B" attached hereto shall be valued at $8,532,391M based upon
an evaluation by a current Certified Petroleum Geologists report
carried out using current SEC and Accounting guidelines.
A description of the properties comprising the Acquired Assets is set
forth in the Reserve Evaluation as provided by Nova Resources Inc
Certified Petroleum Geologists and Professional Engineers, dated on or
about February 28, 2002, which is attached hereto and incorporated
within as Exhibit "D".
6. Conditions Precedent to Buyer's Obligation to Close.
The following shall be conditions precedent to the obligation of Buyer
to close hereunder, any of which may be waived in whole or in part by
Buyer:
6.1 Each of the representations and warranties of Seller
contained in this Agreement is now and, except as to those
expressly limited to the date hereof or some other
specific date, at all times after the date of this
Agreement to and including the time of Closing shall be,
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Exhibit 2.4
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true and correct individually and collectively in all
material respects, provided that any references to
materiality in any representation and warranty shall be
disregarded for purposes of this provision;
6.2 Each of the agreements, covenants and undertakings of
Seller contained in this Agreement, will have been fully
performed and complied with both individually and
collectively in all material respects at or before
Closing;
7. Closing.
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7.1 Closing Date.
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The closing of the transactions provided for in this Agreement (herein
sometimes called the "Closing") shall take place at Buyer's offices at
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ on 11th April,
2002, or at such other place and time as shall be agreed to between the
Presidents of Buyer and of Seller. The date and time of Closing is
sometimes herein called the "Closing Date;"
7.2 Deliveries by Seller at Closing.
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At Closing, Seller will deliver or cause to be delivered to Buyer (or
to a wholly owned subsidiary of Buyer) the following:
7.2.1 All of the Acquired Assets listed in Exhibit A
7.2.2 All of the Acquired Assets listed in Exhibit B
7.2.3 Bills of Sale and all documentation necessary and
appropriate for transfer to Buyer and recordation
for each of the Acquired Assets listed in Exhibit A;
7.2.4 Bills of Sale and all documentation necessary and
appropriate for transfer to Buyer and recordation for
each of the Acquired Assets listed in Exhibit B;
7.2.5 The Certificate of the Secretary or duly authorized
officer or director dated the Closing Date, that the
necessary corporate action by the Board of Directors of
Seller has been taken to authorize the consummation by
Seller of the transactions provided for herein;
7.3 Deliveries by Buyer at Closing.
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At the Closing, Buyer will deliver or cause to be delivered to
Shareholder the following:
7.3.1 The Certificate of the Secretary or an Assistant
Secretary of Buyer, dated the Closing Date, that the
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necessary corporate action by the shareholders and the
Board of Directors of Buyer has been taken to authorize
the consummation by Buyer of the transactions provided
for herein;
7.3.2 Certificates for an aggregate number of 3,316,000
shares of validly issued, fully paid and non-assessable
Buyer Common Stock registered in the name of the
Seller. Seller understand and acknowledge that Seller'
ability to sell the Stock may be limited by the lack
of a ready market in which to sell the Stock, and that
the certificates issued will carry a Rule 144 legend
substantially as follows:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1993, OR APPLICABLE STATE
SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL SATISFACTORY TO THE SELLER, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1993 OR APPLICABLE STATE SECURITIES LAWS."
7.4 Waiver by Parties of Closing Items.
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Each of the parties hereto expressly acknowledges the right of any of
the parties to waive any conditions or obligations of the other
parties to that party, including, without limitation, items to be
delivered at Closing and any conditions precedent to the Closing
8. Further Assurances.
Seller and Buyer agree to execute and deliver all such other
instruments and take all such other action as any party may reasonably
request from time to time, before or after closing and without payment
of further consideration, in order to effectuate the transactions
provided for herein. The parties shall cooperate fully with each other
and with their respective counsel and accountants in connection with
any steps required to be taken as part of their respective obligations
under this Agreement, including, without limitation, the preparation of
financial statements and tax returns.
9. Termination.
9.1 This Agreement may be terminated at any time prior to
the Closing Date:
9.1.1 By the written agreement of Buyer and
Seller;
9.1.2 By Buyer by written notice to the other
parties if (i) the representations and
warranties of Seller shall not have been
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true and correct in all respects (in the
case of a representation or warranty
containing a materiality qualification) or
in all material respects (in the case of a
representation or warranty without a
materiality qualification) as of the date
when made.
9.2 In the event of the termination of this Agreement
pursuant to Section 9, this Agreement shall become void, without any
liability to any party in respect hereof or of the transactions
contemplated hereby on the part of any party hereto, or any of its
directors, officers, employees, agents, consultants, representatives,
advisers, stockholders or Affiliates, except for any liability
resulting from such party's breach of this Agreement.
10. Miscellaneous.
10.1 Controlling Law. This Agreement is to be construed in
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accordance with and governed by the internal laws of the
State of Florida without giving effect to any choice of law
rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of
Florida to the rights and duties of the parties.
10.2 Notices. All notices, requests, demands and other
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communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly
given, made and received only (i) when personally delivered,
or (ii) on the day specified for delivery when deposited
with a courier service such as Federal Express for delivery
to the intended addressee, or (iii) three (3) days following
the day when deposited in the United States mails,
registered or certified mail, postage prepaid, return
receipt requested, addressed as set forth below:
If to Seller:
▇▇▇▇▇ Energy Ltd.
▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, 315 - 8th Avenue S. W.
Calgary, Alberta, Canada T2P 4J5
LAW OFFICES OF ▇▇▇▇▇▇ ▇▇▇▇▇ PC
The Petroleum Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
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If to Buyer:
Silk ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President with a copy, given in the manner
prescribed above, to:
LAW OFFICES OF ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Any party may alter the address to which communications or copies
are to be sent by giving notice of such change of address to the other
parties in conformity with the provisions of this Section for the
giving of notice.
Notice by mail shall be by courier service guaranteeing delivery
within five (5) days of its receipt of a notice if transmitted from
outside the continental United States.
Any party may alter the address to which communications or copies
are to be sent by giving notice of such change of address to the other
parties in conformity with the provisions of this Section for the
giving of notice.
10.1 Exhibits and Schedules. All Exhibits and Schedules
attached hereto are hereby incorporated by reference
into, and made a part of, this Agreement.
10.2 Binding Nature of Agreement; No Assignment. This
Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective, successors and
assigns.
10.3 Assignments Prohibited. Seller shall not assign or
suffer or permit an assignment, by operation of law or
otherwise, of its rights or obligations under or interest
in this Agreement without the prior written consent of
the other party. For purposes of this Subsection, the
term "assignment" shall be deemed to include a merger in
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which Buyer is not the surviving entity, a consolidation
or division of Seller, a sale of all or substantially all
of the assets of Buyer, or a change of control resulting
from a sale or repurchase of shares or similar
transaction involving Buyer. A "change of control" shall
be deemed to have occurred as a result of a merger or
other transaction in which Buyer is the surviving entity
if some or all of the shareholders of Buyer immediately
prior to the transaction do not have sufficient voting
power entitling them to elect at least a majority of the
directors of the corporation immediately following the
transaction. In the event of a breach of this provision,
the non-breaching party shall have the option, in
addition to any other remedy available at law or in
equity, to terminate this Agreement at any time after the
breach occurs.
10.4 No Third-Party Beneficiaries. The terms and provisions
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of this Agreement are intended solely for the benefit of
each party hereto and its respective successors and
assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other
person.
10.5 Execution in Counterparts. This Agreement may be
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executed in any number of counterparts, each of which
shall be deemed to be an original as against any party
whose signature appears thereon, and all of which shall
together constitute one and the same instrument. If
executed in multiple counterparts, this Agreement shall
become binding when two or more counterparts hereto,
individually or taken together, bear the signatures of
all of the parties reflected hereon as the signatories.
Facsimile counterpart signatures to this Agreement shall
be acceptable at the Closing if the originally executed
counterpart is delivered within a reasonable time
thereafter.
10.6 Provisions Separable. The provisions of this Agreement
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are independent of and separable from each other and no
provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that any other
provision may be invalid or unenforceable in whole or in
part for any reason.
10.7 Entire Agreement. This Agreement together with the
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related agreements referred to herein contains the entire
understanding among the parties hereto with respect to
the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings,
inducements or conditions, express or implied, oral or
written. The express terms hereof control and supersede
any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.
10.8 Amendments and Modifications. This Agreement may not
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be amended or modified other than by an agreement in
writing signed by all of the parties.
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10.9 Section Headings. The Section and Subsection headings
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in this Agreement and the recitals at the beginning of
this Agreement are for convenience only; they form no
part of this Agreement and shall not affect its
interpretation.
10.10 Interpretation. When a reference is made in this
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Agreement to a Section, Exhibit or Schedule, such
reference shall be to a Section of, or an Exhibit or
Schedule to, this Agreement unless otherwise indicated.
The table of contents and headings contained in this
Agreement and the recitals at the beginning of this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be
deemed, as the context indicates, to be followed by the
words "but [is] [are] not limited to." Where specific
language is used to clarify or illustrate by example a
general statement contained herein, such specific
language shall not be deemed to modify, limit or restrict
the construction of the general statement which is being
clarified or illustrated. The language in this Agreement
has been chosen by the parties to express their mutual
intent, and no rule of strict construction shall be
applied against any party. The words "herein," "hereof,"
"hereunder" and words of like import shall refer to this
Agreement as a whole including its Schedules and
Exhibits, unless the context clearly indicates to the
contrary (for example, that a particular Section or
Exhibit is the intended reference).
10.11 Expenses of the Parties. Each party shall bear the
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expenses incurred by such party in connection with the
negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby.
10.12 Statutory References. A reference in this Agreement to
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a statute or statutory provision shall mean such statute
or statutory provision as it has been amended through the
date as of which the particular Agreement provision is to
take effect, or to any successor statute or statutory
provision relating to the same subject as the statutory
provision referred to in this Agreement, and to any then
applicable rules or regulations promulgated hereunder.
10.13 Arbitration. This Agreement may be enforced only by
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final and binding arbitration pursuant to the rules of
the American Arbitration Association (AAA), before a
single arbitrator selected under AAA rules, in the Las
Vegas, Nevada metropolitan area. The Arbitrator's Award
may be enforced in the U.S. District Court for the
District of Nevada pursuant to the Federal Arbitration
Act, 9 U.S.C. Sec. 1, et seq. By submitting all disputes
to arbitration, the parties give up the right to a trial
by jury. The arbitrator shall award statutory costs, the
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arbitrator's fees and attorney's fees to the prevailing
party to the same extent as provided by applicable law
as if that party had prevailed in court.
10.14 Duty of Cooperation. Each party shall cooperate in good
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faith with the other parties generally, and in particular
will make available, as the other parties reasonably
request, management decisions, liaison personnel,
information, approvals and acceptances so that the other
parties may properly perform their obligations under this
Agreement.
10.15 Survival of Agreements, Representations, etc. All
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warranties, representations, agreements and covenants
made by a party herein or in any certificate or other
instrument required to be delivered by or on behalf of a
party in connection with this Agreement, shall be
considered to have been relied upon by the other party
and shall survive the Closing under this Agreement
regardless of any investigation made by any party [or
information about any breach known to any party prior to
the Closing; shall continue in full force and effect; and
shall provide a basis for the remedies provided for
herein or otherwise available to the non-breaching party.
No representation or warranty contained herein shall be
deemed to have been waived, affected or impaired by any
investigation made by or knowledge of any party to this
Agreement. All statements in any such certificate or
other instrument delivered at or in connection with the
Closing shall constitute representations and warranties
of the party making such delivery. Each agreement,
representation and warranty contained herein is
independent of all other agreements, representations and
warranties contained herein (whether or not covering an
identical or a related subject matter) and must be
independently and separately complied with and satisfied.
Exceptions or qualifications to any agreement,
representation or warranty contained herein shall not be
construed as exceptions or qualifications to any
agreement, other warranty or representation.
10.16 Time of the Essence. With regard to all dates and time
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periods set forth or referred to in this Agreement, time
is of the essence.
10.17 Confidentiality; Publicity. The parties acknowledge
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that the transaction described herein is of a
confidential nature and shall not be disclosed prior to
the Closing except to consultants, advisors and
Affiliates, or as required by law. The parties shall not
make any public disclosure of the terms of this Agreement
prior to the Closing, except as required by law. The
parties shall endeavor to make only those press releases
or other public disclosures as are required by law;
provided, however, that no press release or other public
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disclosure shall be made without a minimum of 24 hours
prior consultation with the other parties.
10.18 Construction. The construction of this Agreement shall
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not take into consideration the party who drafted or
whose representative drafted any portion of this
Agreement, and no canon of construction shall be applied
that resolves ambiguities against the drafter of a
document. The parties acknowledge that they were advised
by competent counsel that each has chosen to represent
such party and each party has had a full opportunity to
comment upon and negotiate the terms of this Agreement.
The language used in this Agreement shall be deemed to be
[is] the language chosen by the parties hereto to express
their mutual intent as a result of arm's length
bargaining.
10.19 Independent Contractor. For any services provided
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hereunder, or under any other arrangement arising out of
this Agreement, each party is acting as an independent
contractor and not as an agent of any other party hereto
and nothing in this Agreement shall be construed as
creating a partnership, joint venture or similar
relationship of any kind between among the parties
hereto. No party shall hold itself out as having
authority to create binding obligations for any other
party.
10.20 Conflicting Agreements. No party hereto shall enter
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into any other agreement nor shall any party incur any
obligations that are inconsistent with the provisions of
this Agreement.
10.21 This Agreement may be executed in several counterparts
each of which shall be deemed an original and all of
which when taken together shall constitute but one and
the same Agreement.
10.22 In the event that a comparison of said multiple
agreements reveals that said Agreements contain
differences or inconsistencies, when compared with each
other, then the Agreement which is first executed and
signed by all of the parties hereto, shall be deemed the
original Agreement and all said other agreements,
although duly signed by the said parties, shall be deemed
inferior and subordinate to the aforesaid first signed
Agreement.
Asset Purchase Agreement
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Exhibit 2.4
Initial______________ Initial______________
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
"BUYER"
SILK ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By:___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief
Executive Officer
▇▇▇▇▇ ENERGY LTD.
By: ___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President and Sole Director
Asset Purchase Agreement
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Exhibit 2.4
Initial______________ Initial______________
EXHIBIT A
Acquired Assets from Seller
Property:
Glass Mtns "Rockwoodglmt 2324" property,
+/- 480 acres in West Texas, Pecos County
Number of ▇▇▇▇▇ to be drilled (10 acre spacing) 42 in total
Asset Purchase Agreement
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Exhibit 2.4
Initial______________ Initial______________
EXHIBIT B
Acquired Assets from Seller
+/- 545 acre ▇▇▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 600 acre ▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 153 acre ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 90 acre ▇▇▇▇▇ et al lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 80 acre Wolters lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 80 acre ▇▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 115 acre ▇▇▇▇▇▇▇ "A" lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 193.2 acre ▇▇▇▇▇▇▇▇-▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 125 acre ▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 36.1 acre ▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 40 acre ▇▇▇▇▇▇▇▇ lease located in ▇▇▇ ▇▇▇▇▇ Co., TX
+/- 40 acre ▇▇▇▇▇▇▇ lease located in ▇▇▇ ▇▇▇▇▇ Co., TX
+/- 40 acre ▇▇▇▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 160 acre ▇▇▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
+/- 480 acre ▇▇▇▇-▇▇▇▇▇ lease located in ▇▇▇▇▇▇▇ Co., TX
Asset Purchase Agreement
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Exhibit 2.4
Initial______________ Initial______________
Exhibit C:
Details and number of shares.
Name and Address Number of Shares from Silk
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇▇ Energy Ltd. 3,316,000
P. O. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, 315 - 8th Avenue S.W.
Calgary, Alberta, Canada T2P 4J5
Asset Purchase Agreement
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Exhibit 2.4
Initial______________ Initial______________
Exhibit D:
Valuation by Nova Resources Inc. for ▇▇▇▇▇
Asset Purchase Agreement
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Exhibit 2.4