EXHIBIT 3.05
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REVISED AGREEMENT OF PURCHASE AND SALE,
DATED AUGUST 27, 1999
212
REVISED AGREEMENT OF PURCHASE AND SALE
CESSFORD AREA. ALBERTA
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THIS AGREEMENT MADE THIS 31st DAY OF AUGUST, 1999.
BETWEEN:
STARROCK RESOURCES LTD., a body corporate having an office in the
City of Calgary, in the Province of Alberta (hereinafter
called the "Vendor")
-and-
PROMAX ENERGY INC., a body corporate having an office in the City
of Calgary, in the Province of Alberta (hereinafter called
the"Purchaser")
WHEREAS the Vendor and Purchaser have executed the following documents,
copies of which are attached hereto as Schedule " A " and hereinafter
referred to as the "Cessford Initial Sale Documents".
a. General Conveyance -4 pages including table of contents dated March
19, 1999.
b. Agreement of Purchase and Sale - 44 pages including schedules, copies
of checks, and receipts dated March 19, 1999.
c. Addendum to Agreement dated March 19, 1999- I page dated May 11, 1999.
d. Negative Pledge and Undertaking- 1 page dated March 19, 1999.
e. Purchasers Officers Certificate - 1 page dated March 19, 1999.
f. Vendors Officers Certificate - 1 page dated March 19, I 999.
g. Vendors Officers Certificate - 1 page dated March 19, 1999.
h. Addendum to Agreement dated March 19, 1999- 1 page dated March 19,
1999.
i. Amending Agreement - 2 pages dated May 31, 1999.
j. Letter from Vendor to Purchaser- 1page dated May 1, 1999.
k. Fixed and Floating Charge Debenture - 18 pages dated March 19,
1999.
WHEREAS Yorkton Securities Inc. ("Yorkton") have entered into a letter
agreement comprising of 4 pages dated August 31, 1999 attached hereto as
Schedule "8" and hereinafter referred to as the "Yorkton Agent
Letter".WHEREAS in order for Yorkton to proceed, as per the terms of the
Yorkton Agent Letter, the Purchase and Sale, as per the Cessford Initial
Sale Documents, must be restructured.
WHEREAS the Vendor has agreed to sell the Assets to the Purchaser and the
Purchaser has agreed to purchase the Assets from the Vendor on the terms
and conditions set forth herein.
NOW THEREFORE in consideration of the premises and the mutual covenants and
warranties herein contained, the Parties agree as follows:
1.00 CESSFORD INITIAL SALE DOCUMENTS
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1.01 The Cessford Initial Sale Documents, as described above under headings
a-k above and attached hereto as Schedule " A ", are hereby cancel led in
their entirety subject to item 3.02 and item 4.00 herein.
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1.02 The terms used in item 2.00 below will have the same meaning assigned
to them as per section 1.00 of the Agreement of Purchase and Sale dated
March 19, 1999 described above under heading (b) and attached hereto as a
part of Schedule " A'. This Agreement will hereinafter be referred to as
the "March 19 Agreement".
2.00 PURCHASE AND SALE
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2.01 Agreement of Purchase and Sale
The Purchaser agrees to purchase the Assets from the Vendor and the Vendor
agrees to sell the Assets to the Purchaser on the terms and conditions set
forth herein.
2.02 Allocation of Purchase Price
The Purchase Price payable by the Purchaser to the Vendor for the Assets,
subject to item 2.04 herein, is $2, 677,018.70 and shall be allocated
among the Assets as follows:
a. To Petroleum and Natural Gas Rights $ 2,281,277.70
b. To Tangibles $ 395,740.00
c. To Miscellaneous Interests $ 1.00
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$ 2,677,018.70
In determining the Purchase Price, the Parties have taken into account the
Purchasers assumption of responsibility for the future abandonment and
reclamation costs associated with the Assets, and the is released of
responsibility therefor.
2.03 Payment of Purchase Price
The Vendor acknowledges that the Purchaser has paid the Purchase Price
of$2,677,018.70 and GST in the amount of$27, 701.80, which represents 7% of
the Tangibles.
2.04 Net Profits Interest
a. "Net Profits Interest" is defined as Gross Production Revenue less;
Crown Royalties, other Royalties disclosed in the March 19 Agreement;
and Field Operating Costs.
b. "Additional Rights" is defined as any Petroleum and Natural Gas Rights
acquired by the Purchaser, not included in the "Petroleum and Natural
Gas Rights" and located in Townships 24 and 25- Ranges 8,9, and 10-
W4M, "Cessford Area", prior to December 31, 1999.
c. The Vendor retains a fifteen percent (15%) Net Profits Interest in the
Petroleum and Natural Gas Rights, but forfeits any payments that may
become due prior to January 1, 2001 to the Purchaser.
d. The Vendor is granted a fifteen percent (15%) Net Profits Interest on
the Additional Rights for one dollar and other good and valuable
consideration, which has been paid, but forfeits any payments that may
become due prior to January I, 2001 to the Purchaser.
e. The definition of "Permitted Encumbrances" shall include the Net
Profits Interest.
2.05 Drilling Commitment
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The Purchaser agrees to drill a minimum of 15,000 meters, allocated to its
working interest in which the Net Profits Interest described in Item 2.04
is applicable, over the next three years as follows:
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5000 meters prior to August 31, 2000
an additional 5000 meters prior to August 31, 2001
an additional 5000 meters prior to August 31, 2002
This drilling commitment is equivalent to drilling 20- 1000 meter xxxxx in
which the Purchaser owns a 75% working interest on lands that the Net
Profits Interest is applicable.
3.00 DEFAULT BY PURCHASER
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3.01 Default by Purchaser means anyone of the following:
a. the purchaser commits any act of bankruptcy or insolvency; or
files a Proposal or Notice of Intention to Make a Proposal under
the bankruptcy and Insolvency Act (Canada); or the Purchaser
assigns or is petitioned into bankruptcy; or the Purchaser takes
advantage of or is otherwise involved as a debtor in any
legislation governing the relationship of debtors and their
creditors;
b. the Purchaser resolves or is ordered by a court to wind-up,
dissolve or liquidate;
c. any of the Purchasers assets or undertaking are seized or
otherwise encumbered by virtue of any writ, judgement or order
filed, entered or made against the Purchaser;
d. the Purchaser does not file its Prospectus with the appropriate
regulatory bodies, with respect to the financing contemplated in
the Yorkton Agent Letter, prior to September 30, 1999;
e. the Purchaser does not close its Initial Prospectus Offering, as
defined in the Yorkton Agent Letter, prior to January 31, 2000;
f. the Purchaser fails to meet the drilling commitment as per Item
2.05 herein.
3.02 In the event of a default by the Purchaser, as defined in Item
3.01 herein, the Vendor has the option to cancel this Agreement in its
entirety and reinstate the terms and conditions oft he Cessford
Initial Sale Documents, except for the letter from vendor to purchaser
dated May 1, 1999 (item "j" above) which will remain canceled, by
providing written notice to the Purchaser within 30 days of the Vendor
being made aware of the default by the Purchaser or acquiring
knowledge of the default from other sources. Uponreceiving said notice
the Purchaser would have 90 days to pay any Option Payments, as per
item 2.05 of the March 19 Agreement, that were due or overdue.
3.03 If the Vendor cancelled this Agreement, as per its option in
3.02 above, the Purchaser would always retain that working interest
that it had paid for in attempting to meet the Drilling Commitment per
Item 2.05 above. The Net Profits Interest would also apply to this
working interest.
4.00 GENERAL
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The general terms of Items 2.07D to 16.00 of the March 19 Agreement
remain in effect for the purposes of this Agreement, subject to the
closing date being revised to August 31, 1999. If there are any
conflicts between Items 2.07D to 16.00 and the terms of this
Agreement, this Agreement will rule.
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
STARROCK RESOURCES LTD. PROMAX ENERGY INC.
/S/ XX XXXXXXX /S/ XXXXXXX XXXXXXXX
/S/ XXXXXXX XXXXXX
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Schedule "A"
Attached to an Agreement dated August 31, 1999 between
Starrock Resources Ltd. and Promax Energy, Inc.
GENERAL CONVEYANCE
Cessford Area, Alberta
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This Conveyance made this 19th day of March, 1999.
BETWEEN:
STARROCK RESOURCES LTD. having an office in the City of Calgary,
in the Province of Alberta (hereinafter called the "Vendor")
-and-
PROMAX ENERGY INC., a body corporate, having an office in the City of
Calgary, in the Province of Alberta, (hereinafter called the
"Purchaser")
WHEREAS the Vendor has agreed to sell and convey the Vendor's entire
right, title, estate and interest in the Assets to the Purchaser and the
Purchaser has agreed to purchase and accept all of the Vendor's right,
title, estate and interest in and to the Assets;
THE PARTIES AGREE AS FOLLOWS;
1. Definitions
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In this conveyance, including the recitals, "Agreement" means the
Agreement of Purchase and Sale dated the 19th day of March 1999,
between the Vendor and the Purchaser. In addition, the definitions
provided for in the Agreement are adopted in this Conveyance.
2. Conveyance
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The Vendor, for the consideration provided for in this Agreement, the
receipt and sufficiency of which is acknowledged by the Vendor, sells,
assigns, transfers, and conveys the Initial Interest by the Purchaser,
and the Purchaser purchases and accepts such interest from the Vendor,
TO HAVE AND HOLD the same absolutely, subject to the terms of the
Agreement, the Permitted Encumbrances and compliance with the terms of
the Lease.
3. Effective Time
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This Conveyance is effective as of the Closing Date.
4. Subordinate Document
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This Conveyance is executed and delivered by the Parties pursuant to
the Agreement for the purposes of the provisions of the Agreement, and
the terms hereof shall be read in conjunction with the terms of the
Agreement. The Agreement shall prevail if there is a conflict between
the provisions of the Agreement and this Conveyance.
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5. Enurement
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This Conveyance enures to the benefit of and is binding upon the
Parties and their respective successors and permitted assigns.
6. Further Assurances
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Each Party shall, after the date of this Conveyance, at the request of
the other Party and without further consideration, do all further acts
and execute and deliver all further documents which are reasonably
required to perform and carry out the terms of this Conveyance.
IN WITNESS WHEREOF the parties have duly executed this Conveyance.
STARROCK RESOURCES, LTD.
/S/ XX XXXXXXX
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PROMAX ENERGY INC.
/S/ XXXXXXX XXXXXXXX
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