EXHIBIT 99.1
AGREEMENT TO TERMINATE
INVESTOR RELATIONS SERVICE AGREEMENT AND RELEASE
THIS AGREEMENT, dated this 14th day of February, 2008, by and between
VOYAGER PETROLEUM, INC. ("Voyager"), a Nevada corporation, and PROMINENCE MEDIA
CORPORATION ("Prominence"), a Colorado corporation (both collectively referred
to hereafter as the "Parties"), who hereby agree as follows.
RECITALS
WHEREAS, the Parties did enter into that certain Investor Relations
Service Agreement (the "Agreement") effective May 15, 2007; and
WHEREAS, the Parties wish to terminate the Agreement pursuant to the
terms and conditions contained herein, including but not limited to the Parties
providing respective mutual releases of the other.
NOW, THEREFORE, in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged by each of the Parties, the Parties
hereby agree as follows:
1. Termination of Agreement. Pursuant to Paragraph 7.1 of the
Agreement, upon execution hereof by the Parties hereto, the Parties acknowledge
and agree to terminate the Agreement effective as of the close of business on
February 15, 2008.
2. Return of Voyager Securities by Prominence. Upon execution hereof,
Prominence agrees to assign back to Voyager the following:
a) 1,000,000 "restricted" shares of Voyager's common stock, and,
b) 1,000,000 Common Stock Purchase Warrants, each Warrant exercisable
to purchase one share of Voyager's Common Stock at an exercise price of $.15 per
share.
3. Counterparts Facsimile Execution. For purposes of this agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, a facsimile or telecopy document is to be re-executed in original
form by the parties who executed the facsimile or telecopy document. No party
may raise the use of a facsimile machine or telecopier machine as a defense to
the enforcement of this agreement or any amendment or other document executed in
compliance with this Section.
4. Actions Necessary to Complete Transaction. Each party hereby agrees
to execute and deliver all such other documents or instruments and to take any
action as may be reasonably required in order to effectuate the transactions
contemplated by this agreement.
5. Waiver. Any waiver by either party of any breach of any term or
condition of this Agreement shall not be deemed a waiver of any other breach of
such term or condition, nor shall the failure of either party to enforce such
provision constitute a waiver of such provision or any other provision, nor
shall such action be deemed a waiver or release of any other party for any
claims arising out of or connected with this Agreement.
6. Releases. Voyager agrees that it is forever barred from making any
claims against the balance of the shares issued under the Agreement to
Prominence, its assigns and successors.
7. Effective Date. The effective date of the termination of the
Agreement shall be the close of business on February 15, 2008 regardless of when
this agreement is executed.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement
on the date first above written.
VOYAGER PETROLEUM, INC.
/s/ Xxxxxxxxx X. XxXxxx
--------------------------------
Xxxxxxxxx X. XxXxxx
President
PROMINENCE MEDIA COPRORATION
/s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
President