THIS
AGREEMENT is made the 10th day of July, 2002,
BETWEEN:
|
Anhydride Petroleum Canada Inc., a corporation incorporated under the
laws of Alberta and having an office located at Suite 000 - 00000 Xxxxxxxxx Xx.
X.X., Xxxxxxx, Xxxxxxx X0X 0X0
(“API Canada”) |
AND:
|
650743 B.C. Ltd., as General Partner of Anhydride Petroleum Limited
Partnership, a limited partnership to be formed under the laws of British
Columbia and having its registered office at Xxxxx 000, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the “Farmee”) |
WHEREAS:
| A. |
API Canada is the holder of certain petroleum and natural gas licenses and
rights to farmin to a further petroleum and natural gas license located in
Alberta, collectively known as the Athabasca Prospect; and |
| B. |
API Canada has granted the Farmee a right to farmin to the Athabasca Prospect on
the terms and subject to the conditions contained in this Agreement;
|
NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties
hereto covenant and agree each with the others as follows:
ARTICLE I
INTERPRETATION
| 1.1 |
Definitions. In this Agreement: |
| “Firebag
Prospect Agreement” |
means the exploration agreement dated July 10, 2002
between API Canada and the Farmee under which the Farmee may farmin to certain
Alberta Petroleum and Natural Gas Licenses known as the Firebag Prospect |
| “Lands
” or “Athabasca Prospect” |
means Alberta Petroleum and Natural Gas License Nos. 5401070160, 5401070162,
5401070163 and 5494040101. |
| 1.2 |
Included Words. This Agreement shall be read with such changes in gender
or number as the context shall require. |
| 1.3 |
Headings. The headings to the articles, sections, subsections,
paragraphs, parts or clauses of this Agreement are inserted for convenience only
and shall not affect the construction hereof. |
| 1.4 |
References. Unless otherwise stated, a reference herein to a
numbered or lettered article, section, subsection, paragraph, clause or schedule
refers to the article, section, subsection, paragraph, clause or schedule
bearing that number or letter in this Agreement. A reference to “this”
article, section, subsection, paragraph, clause or schedule means the article,
section, subsection, paragraph, clause or schedule in which the reference
appears. A reference to “this Agreement”, “hereof”,
“hereunder”, “herein” or words of similar meaning, means
this agreement including the schedules hereto, together with any amendments
thereof. |
ARTICLE II
EXPLORATION
AND DEVELOPMENT
| 2.1 |
Farmout. Subject to the Farmee funding the costs under section
2.2, the Farmee shall have the right to fund and earn an interest in the Lands,
before and after payout, on the terms and conditions provided in this Article 2. |
| 2.2 |
Farmout Cost.
The Farmee shall earn a 1% working interest, before and after payout, up to a
maximum of a 25% working interest, in the Lands for each $54,000 of expenditures
incurred by the Farmee: |
| |
(a) |
in oil and gas exploration activities on the Lands, including, without
limitation, seismic studies, reworking of existing xxxxx, drilling and
surveying; and |
2
| |
(b) |
rental payments made in respect of the Lands; |
| |
provided
that the Farmee’s working interest in the Lands, before and after payout,
shall be subject to a 9.5% royalty and government royalties. All expenditures
incurred in respect of the Lands following execution of this Agreement by the
Farmee shall be at the expense of the Farmee, provided that on the Farmee
earning a 25% interest in the Lands, all additional expenditures to be incurred
in respect of the Lands shall be incurred in proportion to the working interests
in the Lands. |
| 2.3 |
Rights on Farmin. On the Farmee earning a working interest in
the Lands, including a fractional interest, the Farmee shall have the right and
be entitled to approve all further work carried out on the Lands, which consent
may be unreasonably withheld. |
| 2.4 |
Farmout Agreement. For each well drilled in which the Farmee
is entitled, and elects, to participate, API Canada and the Farmee shall enter
into a farmout agreement in the form to be agreed between the parties. |
| 2.5 |
Operator. API Canada, or its agents, shall act as operator
in respect of the exploration and development of the Lands under this Agreement. |
ARTICLE III
COVENANTS
AND ACKNOWLEDGEMENTS
| 3.1 |
Call Option. The Farmee shall grant to URMP a call option under
which URMP may acquire all of the Farmee’s working interest in the Lands in
consideration of paying a predetermined purchase amount. The purchase amount
shall be comprised of a base amount and a performance amount where the base
amount is equal to 130% of the incurred earn-in expenditures of the Farmee paid
in shares of URMP with such shares valued at the average five day closing price
at the time the call option is exercised. API Canada is an indirect wholly-owned
subsidiary of URMP and the shares of URMP are quoted on the over-the-counter
bulletin board system of the National Association of Securities Dealers in the
United States. The shares to be issued by URMP will be restricted securities in
the United States and be subject to resale restrictions in the United States and
Canada. URMP will file a registration statement with the Securities and Exchange
Commission (the “SEC”) in the United States registering the shares for
sale. The performance amount is dependent on whether URMP complies with its
obligations to file a registration statement with the SEC. The performance
amount will initially be nil. For every 90-day period following the exercise of
the call option that expires without a registration statement being filed, the
performance amount will be increased by 20% of the incurred earn-in expenditures
of the Farmee paid in shares of URMP. For every 45-day period that expires
without URMP responding to comments on the registration statement from the SEC,
the performance amount will include an additional 20% of the incurred earn-in
expenditures of the Farmee paid in shares of URMP. The performance amount will
be paid, as earned, in shares of URMP with such shares valued at the average
five day closing price at the time the respective performance amount is earned.
On the sooner of the registration statement becoming effective or the shares
issued on exercise of the call option otherwise becoming free of resale
restrictions, the performance amount shall cease to accrue and no further shares
of URMP will be payable. |
3
| 3.2 |
URMP Warrants. In consideration of the grant of the call option by
the Farmee under this Agreement and under the Firebag Prospect Agreement, API
Canada shall cause URMP to issue to the Farmee transferable warrants to acquire
up to 750,000 common shares in the capital of URMP exercisable at a price of US
$0.50 per share for a period of one year. The warrants will vest in proportion
to the working interest earned in the Lands and the Firebag Prospect by the
Farmee. For each 1% working interest earned in the Lands and the Firebag
Prospect, warrants to acquire 30,000 common shares of URMP will vest and be
immediately exercisable. The shares issued on exercise of the warrants will be
subject to resale restrictions. |
| 3.3 |
Acknowledgement of Partnership. API Canada acknowledges that the
Farmee is a limited partnership to be formed under the name Anhydride Petroleum
Limited Partnership and that before and after formation this Agreement is a
binding agreement enforceable in accordance with its terms. |
ARTICLE IV
NOTICE
| 4.1 |
Notice. Any notice or other writing required or permitted to be
given hereunder or for the purposes hereof shall be sufficiently given if
delivered or telecopied to the party to whom it is given at: |
(a)
if to API Canada:
| |
Anhydride Petroleum Canada Inc.
Xxxxx 000 - 00000 Xxxxxxxxx Xx. X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Telecopier no.: (000) 000-0000
|
(b)
if to the Farmee:
| |
650743 B.C. Ltd. as General Partner
of Anhydride Petroleum Limited Partnership
000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: President
Telecopier no.: (000) 000-0000
|
4
| |
Any
notice given as aforesaid shall be deemed to have been given or made on, if
delivered, the date on which it was delivered or, if telecopied, on the next
business day after it was telecopied. Any party hereto may change its address
for notice from time to time by notice given to the other parties hereto in
accordance with the foregoing. |
ARTICLE V
GENERAL
PROVISIONS
| 5.1 |
Entire Agreement. This Agreement constitutes the entire agreement
between the parties and replaces and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations, whether oral
or written, express or implied, statutory or otherwise between the parties with
respect to the subject matter herein. This Agreement may not be amended or
modified except by an instrument in writing signed by each of the parties
hereto. |
| 5.2 |
Waiver.
No consent or waiver, express or implied, by any party to or of any breach or
default by any other party of any or all of its obligations under this Agreement
will: |
| |
(a) |
be valid unless it is in writing and stated to be a consent or waiver
hereunder; |
| |
(b) |
be relied upon as a consent or waiver to or of any other breach or default of
the same or any other obligation;
|
| |
(c) |
constitute a general waiver under this Agreement; or |
| |
(d) |
eliminate or modify the need for a specific consent or waiver in any other or
subsequent instance. |
| 5.3 |
Further Assurances.The parties will execute such further and other
documents and do such further and other things as may be necessary or convenient
to carry out and give effect to the intent of this Agreement. |
| 5.4 |
Time of the Essence. Time shall be of the essence in the
performance of this Agreement. |
| 5.5 |
Enurement. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. |
| 5.6 |
Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein without reference to British Columbia’s conflict
of law rules. |
5
| 5.7 |
Fax and Counterpart. This Agreement may be executed by fax and in
counterparts. |
IN WITNESS WHEREOF
the parties hereto have executed this Agreement as of the day and year first
above written.
ANHYDRIDE
PETROLEUM CANADA INC.
Per:
Authorized Signatory
650743 B.C.
LTD., as General Partner
of Anhydride Petroleum Limited Partnership
Per:
Xxx Xxxxxxx
6
THIS
AGREEMENT is made the _____ day of July, 2002,
BETWEEN:
|
Anhydride Petroleum Canada Inc., a corporation incorporated under the
laws of Alberta and having an office located at Suite 000 - 00000 Xxxxxxxxx Xx.
X.X., Xxxxxxx, Xxxxxxx X0X 0X0
(“API Canada”) |
AND:
|
650743 B.C. Ltd., as General Partner of Anhydride Petroleum Limited
Partnership, a limited partnership to be formed under the laws of British
Columbia and having its registered office at Xxxxx 000, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the “Farmee”) |
WHEREAS:
| A. |
API Canada is the holder of certain petroleum and natural gas licenses located
in Alberta, together known as the Firebag Prospect; and |
| B. |
API Canada has granted the Farmee a right to farmin to the Firebag Prospect on
the terms and subject to the conditions contained in this Agreement; |
NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties
hereto covenant and agree each with the others as follows:
ARTICLE I
INTERPRETATION
| 1.1 |
Definitions. In this Agreement: |
| “Athabasca
Prospect Agreement” |
means the exploration agreement dated July 10, 2002 between API Canada and the
Farmee under which the Farmee may farmin to certain Alberta Petroleum and
Natural Gas Licenses known as the Athabasca Prospect |
| “Lands
” or “Firebag Prospect” |
means Alberta Petroleum and Natural Gas License Nos. 5401090094 and
5401100080. |
| 1.2 |
Included Words. This Agreement shall be read with such changes in gender
or number as the context shall require. |
| 1.3 |
Headings. The headings to the articles, sections, subsections,
paragraphs, parts or clauses of this Agreement are inserted for convenience only
and shall not affect the construction hereof. |
| 1.4 |
References. Unless otherwise stated, a reference herein to a
numbered or lettered article, section, subsection, paragraph, clause or schedule
refers to the article, section, subsection, paragraph, clause or schedule
bearing that number or letter in this Agreement. A reference to “this”
article, section, subsection, paragraph, clause or schedule means the article,
section, subsection, paragraph, clause or schedule in which the reference
appears. A reference to “this Agreement”, “hereof”,
“hereunder”, “herein” or words of similar meaning, means
this agreement including the schedules hereto, together with any amendments
thereof. |
ARTICLE II
EXPLORATION
AND DEVELOPMENT
| 2.1 |
Farmout. Subject to the Farmee funding the costs under
section 2.2, the Farmee shall have the right to fund and earn an interest in the
Lands, before and after payout, on the terms and conditions provided in this
Article 2. |
| 2.2 |
Farmout Cost.
The Farmee shall earn a 1% working interest, before and after payout, up to a
maximum of a 25% working interest, in the Lands for each $54,000 of expenditures
incurred by the Farmee: |
| |
(a) |
in oil and gas exploration activities on the Lands, including, without
limitation, seismic studies, reworking of existing xxxxx, drilling and
surveying; and |
| |
(b) |
rental payments made in respect of the Lands; |
| |
provided
that the Farmee’s working interest in the Lands, before and after payout,
shall be subject to a 9.5% royalty and government royalties. All expenditures
incurred in respect of the Lands following execution of this Agreement by the
Farmee shall be at the expense of the Farmee, provided that on the Farmee
earning a 25% interest in the Lands, all additional expenditures to be incurred
in respect of the Lands shall be incurred in proportion to the working interests
in the Lands. |
2
| 2.3 |
Rights on Farmin. On the Farmee earning a working interest in
the Lands, including a fractional interest, the Farmee shall have the right and
be entitled to approve all further work carried out on the Lands, which consent
may be unreasonably withheld. |
| 2.4 |
Farmout Agreement. For each well drilled in which the Farmee
is entitled, and elects, to participate, API Canada and the Farmee shall enter
into a farmout agreement in the form attached agreed to by the parties. |
| 2.5 |
Operator. API Canada, or its agents, shall act as operator
in respect of the exploration and development of the Lands under this Agreement. |
ARTICLE III
COVENANTS
AND ACKNOWLEDGEMENTS
| 3.1 |
Call Option. The Farmee shall grant to URMP a call option under
which URMP may acquire all of the Farmee’s working interest in the Lands in
consideration of paying a predetermined purchase amount. The purchase amount
shall be comprised of a base amount and a performance amount where the base
amount is equal to 130% of the incurred earn-in expenditures of the Farmee paid
in shares of URMP with such shares valued at the average five day closing price
at the time the call option is exercised. API Canada is an indirect wholly-owned
subsidiary of URMP and the shares of URMP are quoted on the over-the-counter
bulletin board system of the National Association of Securities Dealers in the
United States. The shares to be issued by URMP will be restricted securities in
the United States and be subject to resale restrictions in the United States and
Canada. URMP will file a registration statement with the Securities and Exchange
Commission (the “SEC”) in the United States registering the shares for
sale. The performance amount is dependent on whether URMP complies with its
obligations to file a registration statement with the SEC. The performance
amount will initially be nil. For every 90-day period following the exercise of
the call option that expires without a registration statement being filed, the
performance amount will be increased by 20% of the incurred earn-in expenditures
of the Farmee paid in shares of URMP. For every 45-day period that expires
without URMP responding to comments on the registration statement from the SEC,
the performance amount will include an additional 20% of the incurred earn-in
expenditures of the Farmee paid in shares of URMP. The performance amount will
be paid, as earned, in shares of URMP with such shares valued at the average
five day closing price at the time the respective performance amount is earned.
On the sooner of the registration statement becoming effective or the shares
issued on exercise of the call option otherwise becoming free of resale
restrictions, the performance amount shall cease to accrue and no further shares
of URMP will be payable. |
| 3.2 |
URMP Warrants. In consideration of the grant of the call option by
the Farmee under this Agreement and under the Athabasca Prospect Agreement, API
Canada shall cause URMP to issue to the Farmee transferable warrants to acquire
up to 750,000 common shares in the capital of URMP exercisable at a price of US
$0.50 per share for a period of one year. The warrants will vest in proportion
to the working interest earned in the Lands and the Athabasca Prospect by the
Farmee. For each 1% working interest earned in the Lands and the Athabasca
Prospect, warrants to acquire 30,000 common shares of URMP will vest and be
immediately exercisable. The shares issued on exercise of the warrants will be
subject to resale restrictions. |
3
| 3.3 |
Acknowledgement of Partnership. API Canada acknowledges that the
Farmee is a limited partnership to be formed under the name Anhydride Petroleum
Limited Partnership and that before and after formation this Agreement is a
binding agreement enforceable in accordance with its terms. |
ARTICLE IV
NOTICE
| 4.1 |
Notice. Any notice or other writing required or permitted to be
given hereunder or for the purposes hereof shall be sufficiently given if
delivered or telecopied to the party to whom it is given at: |
(a)
if to API Canada:
| |
Anhydride Petroleum Canada Inc.
Xxxxx 000 - 00000 Xxxxxxxxx Xx. X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Telecopier no.: (000) 000-0000 |
(b)
if to the Farmee:
| |
650743 B.C. Ltd. as General Partner
of Anhydride Petroleum Limited Partnership
000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: President
Telecopier no.: (000) 000-0000 |
| |
Any
notice given as aforesaid shall be deemed to have been given or made on, if
delivered, the date on which it was delivered or, if telecopied, on the next
business day after it was telecopied. Any party hereto may change its address
for notice from time to time by notice given to the other parties hereto in
accordance with the foregoing. |
ARTICLE V
GENERAL
PROVISIONS
| 5.1 |
Entire Agreement. This Agreement constitutes the entire agreement
between the parties and replaces and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations, whether oral
or written, express or implied, statutory or otherwise between the parties with
respect to the subject matter herein. This Agreement may not be amended or
modified except by an instrument in writing signed by each of the parties
hereto. |
4
| 5.2 |
Waiver.
No consent or waiver, express or implied, by any party to or of any breach or
default by any other party of any or all of its obligations under this Agreement
will: |
| |
(a) |
be valid unless it is in writing and stated to be a consent or waiver
hereunder; |
| |
(b) |
be relied upon as a consent or waiver to or of any other breach or default of
the same or any other obligation;
|
| |
(c) |
constitute a general waiver under this Agreement; or |
| |
(d) |
eliminate or modify the need for a specific consent or waiver in any other or
subsequent instance. |
| 5.3 |
Further Assurances.The parties will execute such further and other
documents and do such further and other things as may be necessary or convenient
to carry out and give effect to the intent of this Agreement. |
| 5.4 |
Time of the Essence. Time shall be of the essence in the
performance of this Agreement. |
| 5.5 |
Enurement. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. |
| 5.6 |
Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein without reference to British Columbia’s conflict
of law rules. |
| 5.7 |
Fax and Counterpart. This Agreement may be executed by fax and in
counterparts. |
IN WITNESS WHEREOF
the parties hereto have executed this Agreement as of the day and year first
above written.
ANHYDRIDE
PETROLEUM CANADA INC.
Per:
Authorized Signatory
650743 B.C.
LTD., as General Partner
of Anhydride Petroleum Limited Partnership
Per:
Xxx Xxxxxxx
5
