REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • Texas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2007, by and among Gulf Western Petroleum Corporation, a Nevada corporation, with principal office located at 4801 Woodway Drive, Suite 306W, Houston, Texas 77056 (the “Company”), and Metage Funds Limited, 8 Pollen Street, London, England, W1S 1NG, and NCIM Capital Limited, 5th Floor, Manfield House, 1 Southampton Street, London, England WC2R OLR (each, a “Buyer,” and collectively, “Buyer”).
SECURITY AGREEMENTSecurity Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 10, 2007 among GULF WESTERN PETROLEUM CORPORATION, a Nevada corporation (the “Company”), GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf Western”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton GP”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton LP”, together with Company, Gulf Western, Wharton GP and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and METAGE FUNDS LIMITED, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
GUARANTYGuaranty • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 10th day of September, 2007, jointly and severally, by each of GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf Western”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton GP”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton LP”; Gulf Western, Wharton GP and Wharton LP, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of METAGE FUNDS LIMITED, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below, and NCIM LIMITED,
AMENDING AGREEMENTAmending Agreement • August 11th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas
AMERPRO INDUSTRIES, INC., a corporation existing under the laws of Alberta with a business office at 1708 West 6th Avenue, Vancouver, British Columbia V6J 5E8
TERMINATION OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas
THIS TERMINATION OF REGISTRATION RIGHTS AGREEMENT (this “Termination”) is made effective as of the 8th day of April, 2008, by and among Gulf Western Petroleum Corporation (the “Company”), Metage Funds Limited (“Metage”), and NCIM Capital Limited (“NCIM”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement (hereinafter defined).
PROPERTY AGREEMENTProperty Agreement • May 3rd, 2006 • Georgia Exploration, Inc. • Nevada
Shaheen Jivraj-Sangara, an individual residing in the Province of British Columbia and having a address at 1903-583 Beach Crescent, Vancouver, British Columbia, Canada, V6Z 3E6. (hereinafter called “Seller”)
Exhibit - Georgia Exploration, Inc. Form 10-QSBPurchase and Sale Agreement • January 22nd, 2007 • Georgia Exploration, Inc. • Metal mining • Texas
TRUST AGREEMENTTrust Agreement • May 3rd, 2006 • Georgia Exploration, Inc. • British Columbia
Georgia Exploration Inc, a company duly incorporated under the laws of the State of Nevada and having an office 1903-583 Beach Crescent, Vancouver, British Columbia, Canada, V6Z 3E6. (hereinafter called “GEX”)
Exhibit - Georgia Exploration, Inc. Form 10-QSBAgreement • January 22nd, 2007 • Georgia Exploration, Inc. • Metal mining • Texas
Via Fax (604) 739-9394 Mr. Donald A. Mosher Amerpro Industries Inc.Participation Agreement • September 9th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas
PARTICIPATION AND EXCLUSIVITY AGREEMENTParticipation And • June 16th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas • Texas
This PARTICIPATION AND EXCLUSIVITY AGREEMENT (the “Agreement”) is made among Amerpro Industries US Ltd. (the “Participant”), a wholly owned subsidiary of Amerpro Industries, Inc. (the “Parent”), Gulf Western Petroleum Corporation (“GWPC”) and Caskids Operating Company (“Operator”) and is effective June 10, 2008 (the “Effective Date”). Participant and GWPC are each a “Party” and collectively “Parties”. In addition to granting an exclusive option to Participant to participate in drilling on the Lease, this Agreement sets forth the terms, conditions, and consideration of Participant for its evaluation of: (a) GWPC’s interests in and to that certain oil, gas and mineral lease (the “Lease”) covering certain lands (the “Prospect Area”) located in Wharton County, Texas, as described on the attached Exhibit “A”; (b) the Lease; and (c) title to the Prospect Area, and its subsequent participation in the drilling and completion of certain oil and/or gas wells upon the Prospect Area.
ContractGulf Western Petroleum Corp • July 17th, 2007 • Metal mining
Exhibit 10.9 - Convertible Secured Note and Associated Warrant by and between NCIM Limited and Gulf Western Petroleum Corporation, effective July 3, 2007.
SECURITIES PURCHASE AGREEMENT BY AND AMONG GULF WESTERN PETROLEUM CORPORATION AND METAGE FUNDS LIMITED AND NCIM LIMITED Dated as of September 10, 2007Securities Purchase Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2007, by and among Gulf Western Petroleum Corporation, a Nevada corporation, with principal offices located at 4801 Woodway Drive, Suite 306 W, Houston, Texas, 77056 (together with its predecessors, the “Company”), and Metage Funds Limited and NCIM Limited (together with their respective successors and assigns, individually and collectively, “Buyer”).
AGREEMENT OF JOINT FILING GEORGIA EXPLORATION, INC. COMMON SHARESExhibit 1 • February 13th, 2007 • Georgia Exploration, Inc. • Metal mining
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
Partnership of:Georgia Exploration, Inc. • January 24th, 2007 • Metal mining
Vancouver South Surrey Port Coquitlam Robert J. Burkhart Inc. Reginald J. LaBonte Ltd. Hardy Baxter Inc. Peter J. Donaldson Inc. Wilfred A. Jacobson Inc. Fraser G. Ross Ltd. James F. Carr-Hilton Ltd. Robert J. Matheson Inc. Michael K. Braun Inc. Brian A. Shaw Inc. Alvin F. Dale Ltd Rakesh I. Patel Inc. Rick Carabetta Inc. Anthony L. Soda Inc.
AGREEMENT OF JOINT FILING GEORGIA EXPLORATION, INC. COMMON SHARESExhibit 1 • February 13th, 2007 • Georgia Exploration, Inc. • Metal mining
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMGulf Western Petroleum Corp • March 12th, 2007 • Metal mining
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 25, 2006 relating to the financial statements of the Gulf Western Petroleum Corporation (formerly Georgia Exploration, Inc.), which appears in Gulf Western Petroleum Corporation’s (formerly Georgia Exploration, Inc.’s) Annual Report on Form 10-KSB for the period from February 21, 2006 (date of inception) through March 31, 2006.
Exhibit - Georgia Exploration, Inc. Form 10-QSBPurchase and Sale Agreement • January 22nd, 2007 • Georgia Exploration, Inc. • Metal mining • Texas
Exhibit - Georgia Exploraiton, Form 8-KPurchase and Sale Agreement • February 5th, 2007 • Georgia Exploration, Inc. • Metal mining • Texas
This letter agreement, when fully executed by the parties named herein, shall constitute a “Purchase and Sale Agreement” between Orbit Energy, LLC., a Nevada Limited Liability Company (“Seller” or “Orbit”) and Wharton Resources LP, a Texas Limited Partnership (“Purchaser” or “Wharton”), in regard to the properties identified below. The Purchaser is wholly owned by Georgia Exploration, Inc., a Nevada corporation (“Georgia”). The Purchaser, Seller and Georgia are hereinafter collectively referred to as the “parties”. The effective date for this Purchase and Sale Agreement is January 30, 2007 (the “Effective Date”).
PLEDGE AGREEMENTPledge Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • Texas
THIS PLEDGE AGREEMENT, made as of this 10th day of September, 2007 (this “Agreement”), is between GULF WESTERN PETROLEUM CORPORATION, a Nevada corporation (“GWPC”), GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf LP”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton LLC”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton Corp.”, together with GWPC, Gulf LP, Wharton LLC and each other Person who becomes a party to this Agreement by execution of an addendum in the form of Exhibit B attached hereto, is hereinafter referred to collectively as “Pledgor”), and METAGE FUNDS LIMITED (in its capacity as Collateral Agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
LOAN AGREEMENTLoan Agreement • March 19th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas • British Columbia
GULF WESTERN PETROLEUM CORPORATION, acorporation incorporated under the laws of the State of Nevada, with its registered office at 4801 Woodway Drive, Suite 306W, Houston, Texas 77056
