EXHIBIT 99.8
PARTIAL ASSIGNMENT AND NOVATION AGREEMENT
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(Area: Altares, British Columbia)
THIS AGREEMENT dated as of the 12th day of September, 2001.
BETWEEN:
WESTLINKS RESOURCES LTD., a body corporate, having an
office in the City of Calgary, in the Province of
Alberta (hereinafter called "Assignor")
- and -
NUWAY RESOURCES OF CANADA, LTD., a body corporate,
having an office in the City of Calgary, in the
Province of Alberta (hereinafter called "Assignee")
- and -
THE BODY OR BODIES CORPORATE, PARTNERSHIPS OR
INDIVIDUALS identified as "Third Party" in Schedule
"A" attached hereto (whether one or more, hereinafter
called "Third Party")
WHEREAS Assignor and Third Party are parties to or successors
in interest to parties to the agreement described and set forth in Schedule "A"
attached hereto (such agreement, including all amendments, if any, thereto being
hereinafter called the "Agreement" regardless of whether there be more than one
of them but, if more than one, then such reference shall be collective);
AND WHEREAS by an agreement dated September 12, 2001 and
effective July 18, 2001 (hereinafter called the "Effective Date") made between
Assignor and Assignee, Assignee became entitled to a portion of the right, title
and interest of the Assignor ("Assigned Interest") in and to the Agreement and
agreed to assume a portion of the liabilities and obligations of Assignor under
the Agreement as more particularly described in Schedule "A";
AND WHEREAS Assignor is willing to assign, transfer and convey
unto Assignee the Assigned Interest in and to the Agreement;
AND WHEREAS Third Party is willing to recognize and accept
Assignee as a party to the Agreement in the place and stead of Assignor to the
extent of the Assigned Interest;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration
of the premises and covenants hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
1. Assignor hereby assigns, transfers, conveys and sets over unto
Assignee, effective as of the Effective Date, the Assigned Interest of
the Assignor in and to the Agreement, and all benefit or advantage
derived or to be derived therefrom, to hold the same unto Assignee for
its sole use and benefit absolutely, subject nevertheless to the terms
and conditions of the Agreement.
2. Assignee hereby accepts the within assignment of the Assigned Interest
as of and from the Effective Date and Assignee hereby covenants and
agrees with Assignor and Third Party that it shall and will as of and
from the Effective Date be bound by and observe, perform and fulfil
each and every covenant, agreement, term, condition and stipulation on
the part of Assignor in the Agreement reserved and contained, to the
same extent as if Assignee had been a party to the Agreement in the
place and stead of Assignor.
3. Third Party does hereby consent to the within assignment and accept
Assignee as a party to the Agreement as of the Effective Date as to the
Assigned Interest and does hereby covenant and agree that from and
after the Effective Date Assignee shall be entitled to hold and enforce
all the rights and privileges of Assignor under the Agreement and that
the Agreement shall continue in full force and effect with Assignee
substituted as a party thereto in the place and stead of Assignor.
4. Third Party does hereby wholly release and discharge Assignor from the
observance and performance of its covenants and agreements in the
Agreement insofar as the same relates to the Assigned Interest as of
the Effective Date; provided that, as between Assignor and Third Party,
nothing herein contained shall be construed as a release of Assignor
from any obligation or liability under the Agreement, which obligation
or liability had accrued prior to Effective Date, saving and excepting
only any obligation to give notice to Third Party of such disposition
by Assignor to Assignee, and Third Party expressly consents to such
disposition.
5. Assignee expressly acknowledges that in all matters relating to the
Agreement subsequent to the Effective Date and prior to the delivery of
a fully executed copy of this agreement to Third Party, including but
not limited to all accounting, conduct of operations and disposition of
production thereunder, Assignor has been acting as a trustee and duly
authorized agent of Assignee and, as between Assignee and Third Party,
Assignee does hereby expressly ratify, adopt and confirm all acts or
omissions of Assignor in its capacity as trustee and agent, to the end
that all acts or omissions shall for the purpose of the Agreement be
construed as having been made or done by Assignee.
6. Assignor and Assignee shall at all times hereafter at the cost of
Assignee execute such further assurances and do all such further acts
as may reasonably be required for the purpose of vesting in Assignee
the Assigned Interest in the Agreement.
7. This agreement may be executed in as many counterparts as are necessary
and, when a counterpart has been executed by each party, all
counterparts together shall constitute one agreement.
8. The address of Assignee for all notices to be hereafter served upon it
under the Agreement shall be:
NUWAY RESOURCES OF CANADA, LTD.
C/o Xxxxxxx Xxxxx LLP
Barristers & Solicitors
0000, 000 - 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxx Xxx XxXxxxxx
9. This agreement shall, in all respects, be interpreted and construed in
accordance with the laws in effect in the Province of Alberta and the
parties hereto hereby attorn to the jurisdiction of the courts of the
Province of Alberta and all courts of appeal therefrom.
10. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF the parties hereto have executed and delivered this
agreement as of the date first above written.
WESTLINKS RESOURCES LTD.
(Assignor)
Per:
-----------------------------
NUWAY RESOURCES OF CANADA, LTD.
(Assignee)
Per:
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Per:
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Third Party:
ALSASK ENERGY SERVICES INC.
Per:
-----------------------------
Per:
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This is a counterpart execution page to an Assignment and Novation Agreement
dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay
Resources of Canada, Ltd., as Assignee, and Third Party.
Area: Altares, British Columbia
File: C533
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SCHEDULE "A"
This is Schedule "A" attached to and forming part of an Assignment and Novation
Agreement dated September 12, 2001 between Westlinks Resources Ltd., as
Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party.
"Agreement"
Agreement dated December 6, 2000 between Alsask Energy Services Inc. and
Westlinks Resources Ltd.
"Assigned Interest"
An undivided 20.0% interest
"Third Party"
Alsask Energy Services Inc.
For reference only:
Area: Altares, British Columbia
File: C533
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