INVESTOR RELATIONS AGREEMENT
Exhibit
10.11
THIS
AGREEMENT
made as
of the sixteenth day of June 2005.
BETWEEN:
TRIANGLE
PETROLEUM CORPORATION,
a Nevada
corporation (Hereinafter referred to as the "Corporation")
OF
THE FIRST PART
-
and
-
REDWOOD
CAPITAL CORPORATION, a
body
corporate incorporated in the Province of Alberta (Hereinafter referred to
as
the "Consultant")
OF
THE SECOND PART
WHEREAS
the
securities of the Corporation are publicly traded on The NASDAQ Stock Market
(the "Exchange") under the trading symbol “ TPLM ”;
AND
WHEREAS
the
Consultant provides corporate planning and financial advisory
services;
AND
WHEREAS
the
Corporation wishes to engage the services of the Consultant;
NOW
THEREFORE THIS AGREEMENT WITNESSETH
that in
consideration of the premises and of the covenants and agreements herein
contained, the parties hereto do hereby warrant and agree as
follows:
| 1. |
The
Consultant shall provide the following services to the
Corporation:
|
| a) |
Assist
the Corporation's management in the preparation, editing and distribution
of news releases and other corporate literature such as annual
and
quarterly reports to shareholders.
|
| b) |
Assist
the Corporation’s management in the preparation of corporate
presentations, and arrange for the delivery of these presentations
to
research analysts, corporate finance professionals and financial
institutions in general;
|
| c) |
Update
members of the investment community with regular information including,
without limitation, quarterly reports, annual reports, news releases,
and
other similar or related materials, by way of facsimile transmission,
telephone, email and mail;
|
| d) |
Assist
the Corporation in the development of relationships with brokerage
or
investment banking houses for the procurement of additional funding
through equity and debt offerings;
|
1
| e) |
Advise
the Corporation on share structures, financing structures and any
necessary changes;
|
| f) |
Provide
such support and advice as from time to time may be required, considered
necessary or advisable by the Corporation relating directly to
the
investor relations function;
|
| 2. |
The
Consultant shall, in performing the work, report to the President
of the
Corporation, or in his absence the Vice President Exploration,
who shall have the authority to give such notice, approvals and
directions
as may be given by the Corporation under this Agreement, or such
other
representatives as may be designated by the President of the
Corporation.
|
| 3. |
All
materials, information and data of any kind whatsoever developed,
collected or otherwise obtained by the Consultant in the performance
of
the work, including photographs, slides, designs, evaluations,
drawings,
notes, reports, improvements and inventions shall be and remain
the
property of the Corporation, unless otherwise approved by the President
of
the Corporation.
|
| 4. |
During
the term of this Agreement and thereafter, the Consultant shall
not,
without the prior written consent of the Corporation, use the material,
information and data described in section 3 of this Agreement except
in
the performance of the services or disclose such material, information
and
data to third parties.
|
| 5. |
During
the term of this Agreement and thereafter, the Consultant shall
not at any
time make any false or misleading representations, statements,
or
declarations that could in any way prejudice, harm or embarrass
the
Corporation, the officers, directors or shareholders of the
Corporation.
|
| 6. |
The
Consultant shall comply with all general directions given by the
Corporation with respect to implementation of the terms and conditions
of
this Agreement and with all applicable securities laws and policies
including those of the NASDAQ Stock
Market.
|
| 7. |
Notwithstanding
anything contained herein, the Consultant shall, in the performance
of the
services be, at all times, an independent contractor and the services
shall be carried on by the Consultant under its own supervision
and at its
own risk.
|
| 8. |
Subject
to the terms hereof, this Agreement will have a term of six months
from
the date hereof and may be extended from time to time by mutual
agreement
of the parties hereto. Notwithstanding the foregoing, this Agreement
may
also be terminated by either party hereto on thirty (30) days written
notice given in advance.
|
| 9. |
Subject
to regulatory approval:
|
| a) |
Fees
for services rendered pursuant to this Agreement shall be $2,500
per
month. The Corporation shall pay the Consultant on or before the
first day
of each month during the term hereof subject to earlier termination
thereof pursuant to paragraph 8.
|
| b) |
The
Consultant shall be responsible for all expenses incurred by the
Consultant in the performance of the services under this Agreement,
including travel expenses except for any expenses, which the Corporation
has approved in writing in advance. The Corporation shall reimburse
the
Consultant within thirty (30) days of an expense account being
approved by
the Corporation. The Consultant has a pre-approved spending limit
of $100
per month, to be used in the Consultant’s normal course of fulfilling its
duties. These expenses shall include, but not be limited to: long
distance
and postage charges, as well as minor entertainment
charges.
|
2
| 10. |
This
Agreement shall enure to the benefit of and be binding upon the
parties
hereto, their respective legal personal representatives, successors
and
assigns. This Agreement shall not be assignable by the Consultant,
nor
shall the Consultant sub-contract the performance of any of its
obligations under this Agreement, nor shall the obligations of
the
Consultant under this Agreement be performed by another, without
the prior
written consent of Corporation.
|
| 11. |
| 12. |
Time
shall be of the essence herein.
|
| 13. |
Any
notice to be given by either party to the other hereunder shall
be
sufficient if in writing and sent by fax, registered or certified
mail,
return receipt requested or such address as either party may have
given to
the other in writing.
|
If
to the
Corporation: Triangle
Petroleum Corporation
Attention
Xxxx Xxxxxxxxx
1600,
000 - 0 Xxxxxx XX
Xxxxxxx,
Xxxxxxx X0X 0X0
If
to the
Consultant: Redwood
Capital Corporation
Attention
Xxxxx Xxxxxxx
000,
000
- 0 Xxxxxx XX
Xxxxxxx,
Xxxxxxx X0X 0X0
| 14. |
In
the event that notice is given by mail, it shall be deemed to have
been
received five (5) business days after deposit at the registration
wicket
of any post office and on the date of actual receipt in the event
of a
facsimile or E-mail transmission.
|
| 15. |
Any
amendments to this Agreement must be in writing and signed by both
parties.
|
| 16. |
The
waiver by either party of any default by the other party under
this
Agreement shall not operate as a waiver of any future default,
whether of
a like or different nature.
|
| 17. |
Should
any provision of this Agreement or its consideration be or become
illegal
or unenforceable, it or they shall be considered separate and severable
from this Agreement and its
conditions.
|
3
IN
WITNESS WHEREOF, THE
PARTIES HERETO HAVE EXECUTED THIS Agreement on the date and year first above
written.
TRIANGLE
PETROLEUM CORPORATON
.
Per:
/s/
XXXX XXXXXXXXX
Xxxx
Xxxxxxxxx, President
REDWOOD
CAPITAL CORPORATION
Per:
/s/
XXXXX XXXXXXX
Xxxxx
Xxxxxxx, President
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