EXHIBIT NO. 6
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OPTION AGREEMENT
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THIS AGREEMENT made this 1st day of August,1998
BETWEEN:
XXXX CAPITAL CORP., a company incorporated under the laws of British Columbia
having its registered office at 204 - 0000 00xx Xxxxxx, Xxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx, X0X 0X0 (known herein as "Xxxx") ON THE FIRST PART
AND:
HADRO RESOURCES, INC., a company incorporated under the laws of the State of
Nevada having its registered office at 000 Xxxx Xxxxx, #0000, Xxxxx Xxxxxxx,
Xxxxxxxxxx, 00000-0000 (known herein as "Hadro") ON THE SECOND PART
WHEREAS:
X. Xxxx has under its control certain oil and gas leases located in Redwater,
Alberta and is interested in selling to Hadro a fifty percent (50%) interest
therein:
X. Xxxxx wishes to acquire a fifty percent (50%) interest in the oil and gas
leases held by Xxxx in Redwater, Alberta, more fully described in paragraph A
above.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
to Xxxx by Xxxxx, the receipt of which is hereby acknowledged, the parties agree
as follows:
1. DEFINITIONS
1.01 In this Agreement, including the recitals and schedules hereto, unless
there is something in the subject matter or context inconsistent therewith, the
following words and expressions shall have the following meanings:
(a) "Agreement" means this Option Agreement as amended from time to time;
(b) "Leases" means the oil and gas leases being acquired from Xxxx as more
fully described under paragraph A above;
(c) "Interest" means a fifty percent (50%) in the leases more fully
described under recital "A" above;
(d) "Project" means the Redwater area oil and gas leases held by Xxxx as to
four percent (4%) of which Hadro will acquire fifty percent (50%) of the four
percent (4%), or a two percent (2%); and
(e) "Property" means the Redwater area.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Xxxx represents and warrants to Hadro that:
(a) it is a company duly incorporated, organized and validly existing under
the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or contemplated
by this Agreement;
(c) the Project is presently owned by Xxxx as to four percent (4%);
(d) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the consummation of
the transactions hereby contemplated, conflict with, will result in the breach
of, or accelerate the performance required by, any agreement to which it is a
party; and
(e) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws of any
jurisdiction applicable or pertaining thereto or of its constating documents.
2.02 Hadro represents and warrants to Xxxx that:
(a) it is a company duly incorporated, organized and validly existing under
the laws of its incorporating jurisdiction;
(b) it has full power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or contemplated
by this Agreement;
(c) neither the execution and delivery of this Agreement nor any of the
agreements referred to herein or contemplated hereby, nor the consummation of
the transactions hereby contemplated conflict with, will result in the breach
of, or accelerate the performance required by, any agreement to which it is a
party; and
(d) the execution and delivery of this Agreement and the agreements contemplated
hereby will not violate or result in the breach of the laws of any jurisdiction
applicable or pertaining thereto or of its constating documents.
2.03 The representations, warranties and covenants herein- before set out
are conditions on which the parties have relied in entering into this Agreement
and shall survive the acquisition of any Interest in the Project by Hadro and
any loss, damage, cause of action and suits arising out of or in connection with
any breach of any representation warranty, covenant, agreement or condition made
by them and contained in this Agreement.
3. OBLIGATIONS OF HADRO
3.01 Hadro shall pay to Xxxx, in United States currency, the sum of Twenty
Thousand Dollars (US $20,000) on or before August 1, 1999, one (1) year from the
date of the signing of this Option Agreement; and
3.02 Hadro agrees that if it does not pay to Xxxx the full amount of the sum
indicated in 4.01 above within the required period that it will have no future
interest in the Project.
4. OBLIGATIONS OF XXXX
4.01 Upon receipt of payment in full in the amount of Twenty Thousand
Dollars in United States currency(US $20,000) for the 2% Interest in the
Project, Xxxx will undertake to transfer title in the Leases of the 2% ownership
share held by Hadro and will deliver to Hadro, on a period basis to be
determined, Hadro's share of any oil and gas revenues earned from the Leases,
after deduction of all pulling costs and associated costs charged by the
operator, during the option period (August 1, 1998 to August 1, 1999) and
thereafter.
4.02 Xxxx will assist Hadro in dealing with the operator of the Leases, as
and when required.
5. AREA OF INTEREST
5.01 In respect of this Agreement, the only area of interest shall be the
oil and gas Leases owned by Xxxx, as more fully described in the recitals
herein. There is no obligation on the part of Xxxx to give a right of first
refusal to Hadro in any other Projects or Leases currently under the control of
Xxxx or to be acquired by Xxxx in the future.
6. TERMINATION OF AGREEMENT
7.01 This Agreement shall terminate:
(a) if Hadro fails to make the required option payment as mentioned under
4.01 above: and
(b) if either Hadro and/or Xxxx gives notice in accordance with paragraph
7.
7. TERMINATION PRIOR TO FINALIZATION OF AGREEMENT
7.01 At any time prior to the finalization of the terms and conditions of
this Agreement, either Hadro and/or Xxxx can terminate this Agreement, by giving
ninety (90) days' notice in writing to that effect to each other, and upon
receipt of such notice by either party, the Agreement shall become null and void
and of no further force or effect.
8. FORCE MAJEURE
8.01 No party will be liable for its failure to perform any of its
obligations under this Agreement due to a cause beyond its reasonable control
(except those caused by its own lack of funds) including, but not limited to
acts of God, fire, storm, flood, explosions, strikes, lockouts or other
industrial disturbances, act of the public enemy, riots, laws, rules and
regulations or orders of any duly constituted governmental authority, including
environmental protection agencies, or non-availability of materials or
transportation.
8.02 All time limits imposed by this Agreement will be extended by a period
equivalent to the period of delay resulting from events described in paragraph
9.01 hereof but may not exceed ninety (90) days in total.
8.03 A party relying on the provisions of paragraph 8.01 hereof will take
all reasonable steps to eliminate any of the events mentioned in 8.01 and, if
possible, will perform its obligations under this Agreement as far as
practicable, but nothing herein will require such party to settle or adjust any
labour dispute or to question or to test the validity of any law, rule,
regulation or order of any duly constituted governmental authority or to
complete its obligations under this Agreement if an event under 8.0 l renders
completion impossible.
9. NOTICE
9.01 Any notice, direction, cheque or other instructions required or
permitted to be given under this Agreement shall be in writing and may be given
by the delivery of the same or by mailing the same by prepaid registered or
certified mail or by sending the same by telegram, telex, telecommunication or
other similar forms of communication including facsimile, in each case addressed
to the intended recipient at the address of the respective party set out on the
front page hereof.
9.02 Any notice, direction, cheque or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it was
delivered, and if mailed, be deemed to have been given and received on the fifth
business day following the day of mailing, except in the event ora disruption of
the postal service in which event notice will be deemed to be received only when
actually received and, if sent by telegram, telex, fax machine,
telecommunication or other similar form of communication, be deemed to have been
given or received on the day it was so sent.
9.03 Any party may at any time give to the other notice in writing of any
changes or address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
10. FURTHER ASSURANCES
10.01 Each of the parties hereto shall from time to time and at all times do
all such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Option Agreement. For greater certainty, this section shall not be
construed as imposing any obligation on any party to provide guarantees.
11. ENTIRE AGREEMENT
11.01 This Agreement embodies the entire agreement and understanding between
Hadro and Xxxx and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof.
12. AMENDMENTS
12.01 This Agreement may be changed orally but only by an agreement in writing,
executed under seal, by the party or parties against which enforcement, waiver,
change, modification or discharge is sought.
13. ARBITRATION
13.01 If any question, differences or disputes shall arise between the parties
in respect of any matters arising under this Agreement or in relation to the
construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an arbitrator and
give notice thereof to the party sharing the other side of the dispute:
(b) the party sharing the other side of the dispute shall, within 14 days of
receipt of the notice, name an arbitrator; and
(c) the two arbitrators so named shall, within 15 days of the naming of the
latter of them, select a third arbitrator.
The decision of the majority of these arbitrators shall be made within 30 days
after the selection of the latter of them. The expense of the arbitration shall
be borne equally by Hadro and Xxxx. If the parties on either side of the dispute
fail to name an arbitrator within the time limit or proceed with the
arbitration, the arbitrator named may decide the question. The place of
arbitration shall be Vancouver, British Columbia, Canada.
14. RULES AGAINST PERPETUITIES
14.01 If any right, power or interest of either Hadro or Xxxx under this
Agreement would violate the Rule against perpetuities, then such right, power
and interest shall terminate at the expiration of 20 years after the death of
the last survivor of all the lineal descendants of his late Majesty, King Xxxxxx
V of England, living on the date of execution of this Agreement.
15. INUREMENT
15.01 This Agreement shall enure to the benefit and be binding upon the parties
hereto and their respective successors and permitted assigns.
16. GOVERNING LAW
16.01 This Agreement shall be governed by and interpreted in accordance with the
laws of the Province o British Columbia, Canada.
17. SEVERABILITY
17.01 If any one or more of the provisions contained herein shall be
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality, and enforceability of such provision shall not in any way be
affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
18. NUMBER AND GENDER
18.01 Words used herein importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice versa, and words importing persons
shall include firms and corporations.
19. HEADINGS
19.01 The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
20. CURRENCY
20.01 All references to currency are stated in United States currency unless
otherwise stated.
21. TIME OF THE ESSENCE
21.01 Time shall be of the essence in the performance of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of
the day, month and year first above written.
THE COMMON SEAL OF HADRO
RESOURCES, INC. was hereunto affixed
in the presence of
/s/ Xxxxxxx Xxxxxx, Director
/s/ Xxxx X. Xxxxxx, Director
THE COMMON SEAL OF XXXX
CAPITAL CORP. was hereunto affixed in
the presence of:
/s/ Xxxxx X. Xxxxx
THE COMMON SEAL OF HADRO
RESOURCES, INC. was hereunto affixed
in the presence of
/s/ Xxxxxxx Xxxxxx, Director
/s/ Xxxx X. Xxxxxx, Director
THE COMMON SEAL OF XXXX
CAPITAL CORP. was hereunto affixed in
the presence of:
/s/ Xxxxx X. Xxxxx
