EXHIBIT 10
AGREEMENT BETWEEN
ENDEAVOR ENERGY CORPORATION
AND
XXXXXXXX PETROLEUM PTY. LTD.
INDEX
Page
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ARTICLE I - EXCHANGE OF SECURITIES ........................................ 5
ARTICLE II - REPRESENTATIONS AND WARRANTIES ............................... 5
2.0l - Organization ................................................... 5
2.02 - Capital ........................................................ 5
2.03 - Officers and Directors, Compensation; Bank Accounts............ 5
2.04 - Financial Statements ........................................... 5
2.05 - Absence of Changes ............................................. 6
2.06 - Absence of Undisclosed Liabilities ............................. 6
2.07 - Tax Returns .................................................... 6
2.08 - Investigation of Financial Condition............................ 6
2.09 - Trade Names and Rights ......................................... 6
2.l0 - Contracts and Leases ........................................... 6
2.ll - Insurance Policies ............................................. 6
2.l2 - Compliance with Laws ........................................... 7
2.l3 - Litigation ..................................................... 7
2.l4 - Ability to Carry Out Obligations ............................... 7
2.l5 - Full Disclosure ................................................ 7
2.l6 - Assets ......................................................... 7
2A - Organization ..................................................... 10
2B - Directors and Officers............................................ 10
2C - Capital .......................................................... 10
2D - Financial Statements ............................................. 10
2E - Absence of Changes ............................................... 10
2F - Absence of Undisclosed Liabilities ............................... 10
2G - Tax Returns ...................................................... 11
2H - Investigation of Financial Condition ............................. 11
2I - Trade Names and Rights ........................................... 11
2J - Contracts and Leases ............................................. 11
2K - Insurance Policies ............................................... 11
2L - Compliance with Laws ............................................. 11
2M - Litigation ....................................................... 12
2N - Ability to Carry Out Obligations ................................. 12
2O - Full Disclosure .................................................. 12
2P - Assets ........................................................... 12
ARTICLE III - SHAREHOLDER REPRESENTATIONS.................................. 13
ARTICLE IV - OBLIGATIONS BEFORE CLOSING ................................... 13
4.0l - Investigative Rights ........................................... 13
4.02 - Conduct of Business ............................................ 13
ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY
ENDEAVOR ..................................... 14
5.0l - Conditions ..................................................... 14
5.02 - Accuracy of Representations .................................... 14
2
Page
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5.03 - Performance.................................................... 14
5.04 - Absence of Litigation ......................................... 14
5.05 - Other ......................................................... 14
ARTICLE VI - CONDITIONS PRECEDENT TO PERFORMANCE
BY XXXXXXXX............................................. 14
6.0l - Conditions .................................................... 14
6.02 - Accuracy of Representations ................................... 15
6.03 - Performance ................................................... 15
6.04 - Absence of Litigation ......................................... 15
6.05 - Other ......................................................... 15
ARTICLE VII - CLOSING .................................................... 15
7.0l - Closing ....................................................... 15
7.02 - Exchange of Securities......................................... 15
7.03 - Directors ..................................................... 16
7.04 - Post Closing Agreements........................................ 16
ARTICLE VIII - REMEDIES .................................................. 16
8.0l - Arbitration ................................................... 16
8.02 - Costs ......................................................... 16
8.03 - Termination ................................................... 16
ARTICLE IX - MISCELLANEOUS ............................................... 17
9.0l - Captions and Headings ......................................... 17
9.02 - No Oral Change ................................................ 17
9.03 - Non-Waiver .................................................... 17
9.04 - Time of Essence ............................................... 17
9.05 - Entire Agreement .............................................. 17
9.06 - Governing Law ................................................. 17
9.07 - Counterparts .................................................. 17
9.08 - Notices ....................................................... 17
9.09 - Binding Effect ................................................ 18
9.l0 - Effect of Closing ............................................. 18
9.ll - Mutual Cooperation ............................................ 18
9.12 - Expenses....................................................... 18
Schedule 1- Allocation of Shares
Exhibit A - Options, Warrants and Covertible Securities (Xxxxxxxx)..... 20
Exhibit B - Officers, Directors, Bank Accounts, Safe Deposit 21
Boxes, Powers of Attorney (Xxxxxxxx)....................... 22
Exhibit C - Financial Statements - Changes in Financial Condition
(Xxxxxxxx) ........................................... 23
Exhibit D - Trademarks, Trade Names and Cpoyrights (Xxxxxxxx)...... 24
Exhibit E - Material Contracts (Xxxxxxxx).............................. 25
Exhibit F - Insurance Policies (Xxxxxxxx).............................. 27
Exhibit G - Subject Interests ......................................... 28
Exhibit H - Officers and Directors, (Endeavor)......................... 29
Exhibit I - Options, Warrants and Convertible Securities (Endeavor) ... 30
3
Exhibit J- Financial Statements - Changes in Financial
Condition (Endeavor)...................... 31
Exhibit K - Trademarks, Trade Names and Copyrights (Endeavor) ...... 32
Exhibit L - Material Contracts (Endeavor) .......................... 33
Exhibit M- Insurance Policies (Endeavor)........................... 34
Exhibit N - Litigation (Endeavor) .................................. 35
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AGREEMENT TO EXCHANGE SECURITIES
This AGREEMENT, made this 24th day of August, 2007, by and between
Endeavor Energy Corporation ("Endeavor") and Xxxxxxxx Petroleum Pty. Ltd.
("Xxxxxxxx"), and the shareholders of Xxxxxxxx (as to Article I and Article III
only) is made for the purpose of setting forth the terms and conditions upon
which Endeavor will acquire all of the issued and outstanding common stock of
Xxxxxxxx in exchange for shares of Endeavor's common stock.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
EXCHANGE OF SECURITIES
Subject to the terms and conditions of this Agreement, Endeavor agrees to
issue, and the shareholders of Xxxxxxxx agree to accept shares of Endeavor's
common stock in consideration for all of the issued and outstanding common stock
of Xxxxxxxx. The shares of Endeavor's common stock will be allocated to the
shareholders of Xxxxxxxx in accordance with Schedule 1 to this Agreement.
ARTICLE IIREPRESENTATIONS AND WARRANTIES
Xxxxxxxx represents and warrants to Endeavor that:
2.0l Organization. Xxxxxxxx is a company duly organized, validly existing,
and in good standing under the laws of Australia, has all necessary powers to
own its properties and to carry on its business as now owned and operated by it,
and is duly qualified to do business and is in good standing in each of the
states where its business requires qualification.
2.02 Capital. The authorized capital of Xxxxxxxx consists of 18,600,000
shares of common stock. At closing, there will be no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Xxxxxxxx to issue any additional securities other than as
set forth on Exhibit A.
2.03 Officers and Directors. Exhibit B to this Agreement contains (i) the
names and titles of all officers and directors of Xxxxxxxx, and all persons
whose compensation from Xxxxxxxx as of the date of this Agreement will equal or
its expected to equal or exceed, at an annual rate, the sum of $1,000; (ii) the
name and address of each bank with which Xxxxxxxx has an account or safety
deposit box, the identification number thereof, and the names of all persons who
are authorized to draw thereon or have access thereto; and (iii) the names of
all persons who have a power of attorney from Xxxxxxxx and a summary of the
terms thereof.
2.04 Financial Statements. Exhibit C to this Agreement contains balance
sheets of Xxxxxxxx as of July 31, 2007, and the related statements of income for
the period then ended. The financial statements have been prepared in accordance
with generally accepted accounting principles consistently followed by Xxxxxxxx
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throughout the periods indicated, and fairly present the financial position of
Xxxxxxxx as of the dates of the balance sheets included in the financial
statements, and the results of its operations for the periods indicated.
2.05 Absence of Changes. Since July 31, 2007 there has not been any change
in the financial condition or operations of Xxxxxxxx, except changes reflected
on Exhibit C or changes in the ordinary course of business, which changes have
not in the aggregate been materially adverse.
2.06 Absence of Undisclosed Liabilities. Xxxxxxxx did not as of July 31,
2007 have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that is
not reflected on Exhibit C.
2.07 Tax Returns. Within the times and in the manner prescribed by law,
Xxxxxxxx has filed all federal, state, and local tax returns required by law and
has paid all taxes, assessments, and penalties due and payable. No federal
income tax returns of Xxxxxxxx have been audited by any government agency. The
provision for taxes, if any, reflected in Xxxxxxxx 's balance sheet as of July
31, 2007, is adequate for any and all federal, state, county, and local taxes
for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by Xxxxxxxx.
2.08 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, Endeavor shall
have the opportunity to meet with Xxxxxxxx 's accountants and attorneys to
discuss the financial condition of Xxxxxxxx. Xxxxxxxx shall make available to
Endeavor the books and records of Xxxxxxxx. The minutes of Xxxxxxxx are a
complete and accurate record of all meetings of the members and managers of
Xxxxxxxx and accurately reflect all actions taken at such meetings. The
signatures on such minutes are the valid signatures of Xxxxxxxx'x managers who
were duly elected or appointed on the dates that the minutes were signed by such
persons.
2.09 Trade Names and Rights. Exhibit D attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications which
are owned by Xxxxxxxx. No person other than Xxxxxxxx owns any trademark,
trademark registration or application, service xxxx, trade name, copyright, or
copyright registration or application the use of which is necessary or
contemplated in connection with the operation of Xxxxxxxx 's business.
2.10 Contracts and Leases. Exhibit E attached hereto and made a part
hereof contains a summary of the provisions of all material contracts, leases,
and other agreements of Xxxxxxxx presently in existance or which have been
agreed to by Xxxxxxxx (whether written or oral). Except as disclosed on Exhibit
E, Xxxxxxxx is not in default under of these agreements or leases.
2.11 Insurance Policies. Exhibit F to this Agreement is a description of
all insurance policies held by Xxxxxxxx concerning its business and properties.
All these policies are in the respective principal amounts set forth in Exhibit
F and are in full force and effect.
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2.12 Compliance with Laws. Xxxxxxxx has complied with, and is not in
violation of, applicable federal, state, or local statutes, laws, and
regulations affecting its properties or the operation of its business, including
but not limited to applicable federal and state securities laws. Xxxxxxxx does
not have any employee benefit plan which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
2.13 Litigation. Xxxxxxxx is not a party to any suit, action, arbitration,
or legal, administrative, or other proceeding, or governmental investigation
pending or, to the best knowledge of Xxxxxxxx threatened, against or affecting
Xxxxxxxx or its business, assets, or financial condition. Xxxxxxxx is not in
default with respect to any order, writ, injunction, or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality. Xxxxxxxx
is not engaged in any legal action to recover moneys due to Xxxxxxxx or damages
sustained by Xxxxxxxx.
2.14 Ability to Carry Out Obligations. Subject to the approval of its
shareholders, Xxxxxxxx has the right, power, and authority to enter into, and
perform its obligations under, this Agreement. The execution and delivery of
this Agreement by Xxxxxxxx and the performance by Xxxxxxxx of its obligations
hereunder will not cause, constitute, or conflict with or result in (a) any
breach or violation or any of the provisions of or constitute a default under
any license, indenture, mortgage, charter, instrument, articles of organization,
or other agreement or instrument to which Xxxxxxxx is a party, or by which it
may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Xxxxxxxx, or (c) an event that would result
in the creation or imposition or any lien, charge, or encumbrance on any asset
of Xxxxxxxx or would create any obligation for which Xxxxxxxx would be liable,
except as contemplated by this Agreement.
2.15 Full Disclosure. None of representations and warranties made by
Xxxxxxxx, or in any certificate or memorandum furnished or to be furnished by
Xxxxxxxx, or on its behalf, contains or will contain any untrue statement of
material fact, or omit any material fact the omission of which would be
misleading. Xxxxxxxx has disclosed to Endeavor all reasonably foreseeable
contingencies which, if such contingencies transpired, would have a material
adverse effect on Xxxxxxxx'x business.
2.16 Assets. Exhibit G to this Agreement lists:
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(a) all oil, gas, leasehold interests, concessions and permits
owned by Xxxxxxxx;
(b) all of Xxxxxxxx'x rights under any operating agreement,
unitization agreements, pooling agreements, declarations of pooling or
unitization, farmout agreements, assignments, gas sale contracts, gas processing
contracts, and other instruments and agreements (all of which are hereinafter
collectively referred to as the "Existing Contracts");
(c) All right, title and interest of Xxxxxxxx in all equipment,
pipelines, accounts, xxxxx, tanks, pipeline easements, surface easements,
production in tanks, and appurtenances used or held for use or related to the
aforesaid interests described in Exhibit G or operations conducted in connection
therewith;
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(d) All right, title, and interest of Xxxxxxxx in or derived from
all unitization and pooling agreements concerning the properties covered and the
units created thereby which accrue or are attributable to the interests
described in Exhibit G, and including not less than those percentages of
interests in the units set forth in Exhibit G;
(e) Without limitation by the foregoing, all of Xxxxxxxx'x right,
title, and interest in and to oil, gas, and mineral interests and oil, gas, and
mineral leasehold interests and overriding royalty interests and all concessions
and permits in the lands described or referred to in Exhibit G or to which the
interests in Exhibit G relate (specifying for each prospect gross acres, working
interest and net revenue interest);
(f) without limitation all of Xxxxxxxx'x working and net revenue
interest in and to the xxxxx described on Exhibit G (the "Xxxxx");
all of which interests, are hereinafter collectively referred to as the "Subject
Interests", and which will be owned by Xxxxxxxx, free of all liens and
encumbrances, at Closing.
No Defaults. Xxxxxxxx has not received any notice of default and is not in
default under any lease, concession, permit or extension thereof, operating
agreement or other agreement or obligation to which it is a party or by which it
is bound or to which it may be subject affecting the Subject Interests or
Xxxxxxxx'x right to enter into this Agreement and carry out the transactions
contemplated hereby, and Xxxxxxxx is not subject to any order, writ, injunction,
or decree of any court or commission or other administrative agency affecting
the Subject Interests or its right to enter into this Agreement and carry out
the transactions contemplated hereby.
No Encumbrances. Xxxxxxxx has good and marketable title to the Subject
Interests and, except for the obligations, encumbrances, depth limitations, and
burdens set forth on Exhibit G the Subject Interests are free and clear of all
liens, claims, clouds, burdens, depth limitations, or encumbrances. In addition,
Exhibit G reflects the names, addresses, and telephone numbers of all
contractors, service companies, materialmen, and vendors that have provided
services or material on the Subject Interests within the last six months or who
could claim a lien for services or materials provided to the Subject Interests
under applicable law in a cumulative amount of $500.00 or more. The oil, gas,
and leasehold interests described in Exhibit G, are not subject to being reduced
by virtue of any reversionary or back-in interests or reassignments or payments
required of Xxxxxxxx. Except as described on Exhibit G the Subject Interests,
are not subject to any joint venture agreements, farmout agreements, operating
agreements, oil and or gas sales or processing contracts, preferential rights of
purchase, consents to assignment, drilling and or development obligations or
other burden, restriction or limitation with respect to the ownership interest
of Xxxxxxxx, the operation thereof, or the disposition and processing of
production attributable thereto which are not ordinary and customary in the oil
and gas industry, or which contain any terms, provisions, conditions or
agreements which are not ordinary and customary in the oil and gas industry.
Subject Interests. The Subject Interests entitle Xxxxxxxx to receive not
less than the undivided interests set forth in Exhibit G as "Net Revenue
Interests" of all indicated hydrocarbons produced, saved, and marketed from the
lands covered thereby and all xxxxx located thereon through the plugging,
abandonment, and salvage of such xxxxx. Xxxxxxxx'x proportionate obligation to
8
bear costs and expenses relating to the development of and operations on the
leases, land, and xxxxx thereon is not, and, through the plugging, abandonment,
and salvage of such xxxxx, will not be, greater than the "Working Interests" set
forth in Exhibit G. Exhibit G contains a correct and complete list of each
person or entity who owns a working interest in any of the property covered by
the Subject Interests, the extent of such working interest, the net revenue
interest of such person or entity, each person who holds a royalty interest in
such property, and the extent of such royalty interest.
Consents and Approvals. Except as set forth in Exhibit G, no governmental,
regulatory, or other third party approvals, waivers, consents, or waivers of
preferential or similar rights of third parties are required to consummate the
transactions contemplated by this Agreement and to fully vest in Xxxxxxxx all
rights, title, and interests to the Subject Interests. Consummation of the
transaction contemplated by this Agreement will not violate any statute,
ordinance, or regulation of any governmental or regulatory body.
Validity of Leases and Contracts. Each of the leases, operating
agreements, concessions, permits, and other agreements described in Exhibit G
hereto relating to the Subject Interests is valid and subsisting; such leases,
concessions, permits will be maintained in effect as to the lands covered
thereby by production from the Xxxxx located on such leases or by timely meeting
the drilling obligations thereunder; there is not under any such leases,
concessions, permits or contracts any existing breach or default or event that
with notice or lapse of time, or both, would constitute a breach or default.
Xxxxxxxx has fulfilled all requirements for filings, certificates, disclosures
of parties in interest, and other similar matters contained in (or otherwise
applicable thereto by law, rule or regulation) the leases, concessions or
permits or other documents applicable to the Subject Interests and is fully
qualified to own and hold all such leases or other interests relating to the
Subject Interests. There are no obligations (excluding those described on
Exhibit G) to engage in continuous development operations in order to maintain
the Subject Interests or other interest in force and effect for the areas and
depths covered thereby; there are no provisions applicable to such leases,
concessions or permits or other documents which increase the royalty share of
the any person thereunder. Upon the establishment of production in commercial
quantities, the leases, concessions, permits and other interests will be in full
force and effect over the economic life of the property involved and do not have
terms fixed by a certain number of years. With respect to tangible personal
property held by Xxxxxxxx under lease, all such agreements are valid, binding
and in full force and effect and Xxxxxxxx is not in default under any such
lease. The copies of the leases and agreements described in Exhibit G to this
Agreement which have been heretofore delivered to Endeavor are true and complete
copies thereof, with all amendments to date.
Compliance with Laws. To the best of Xxxxxxxx' knowledge, all of the
Subject Interests have been operated in compliance with all applicable laws and
regulations. Xxxxxxxx holds (and is in compliance with the terms of) all
permits, licenses, variances, exemptions, orders, franchises, approvals, and
authorizations of all governmental agencies necessary for the lawful conduct of
its business or the lawful ownership, use, and operation of the subject
interests. As of the date of this Agreement, no investigation or review by any
governmental agency with respect to Xxxxxxxx or the Subject Interests is pending
or, to the best knowledge, information, and belief of Xxxxxxxx, is threatened.
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Obligation Xxxxx. A complete and accurate description of all drilling
obligations and other material development obligations (and the penalties for
the breach thereof) affecting the Subject Interests is set forth in Exhibit G.
Taxes. All ad valorem, property, production, severance, and similar taxes
and assessments based on or measured by the ownership of property or the
production of hydrocarbons or the receipt of proceeds therefrom with respect to
the Subject Interests have been properly paid, and all such taxes and
assessments which become due and payable prior to the Closing Date shall be paid
in full by Xxxxxxxx.
Endeavor represents and warrants to Xxxxxxxx that:
2A. Organization. Endeavor is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification, except in those
states where the failure to be so qualified would not have a material adverse
effect on Endeavor.
2B. Directors and Officers' Compensation; Banks. Exhibit H to this
Agreement contains the names and titles of all directors and officers of
Endeavor
2C. Capital. The authorized capital stock of Endeavor consists of
150,000,000 shares of common stock. Immediately prior to closing 52,959,366
shares of common stock will be issued and outstanding. All of the shares are
validly issued, fully paid, and non-assessable. At closing, there will be no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating Endeavor to issue or to transfer from
treasury any additional shares of its capital stock of any class except as
reflected on Exhibit I.
2D. Financial Statements. Exhibit J to this Agreement contains balance
sheets of Endeavor as of June 30, 2007, and the related statements of income and
retained earnings for the period then ended. The financial statements have been
prepared in accordance with generally accepted accounting principles
consistently followed by Endeavor throughout the periods indicated, and fairly
present the financial position of Endeavor as of the dates of the balance sheets
included in the financial statements, and the results of its operations for the
periods indicated.
2E. Absence of Changes. Since June 30, 2007, there has not been any change
in the financial condition or operations of Endeavor, except (i) changes in the
ordinary course of business, which changes have not in the aggregate been
materially adverse, and (ii) changes disclosed on Exhibit J.
2F. Absence of Undisclosed Liabilities. Endeavor did not as of June 30,
2007 have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that is
not reflected on Exhibit J.
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2G. Tax Returns. Within the times and in the manner prescribed by law,
Endeavor has filed all federal, state, and local tax returns required by law and
has paid all taxes, assessments, and penalties due and payable, except where the
failure to file and/or pay would not have a material adverse effect on Endeavor.
No federal income tax returns of Endeavor have been audited by the Internal
Revenue Service. The provision for taxes, if any, reflected in Endeavor's
balance sheet as of June 30, 2007, is adequate for any and all federal, state,
county, and local taxes for the period ending on the date of that balance sheet
and for all prior periods, whether or not disputed. There are no present
disputes as to taxes of any nature payable by Endeavor.
2H. Investigation of Financial Condition of Endeavor. Without in any
manner reducing or otherwise mitigating the representations contained herein,
Xxxxxxxx shall have the opportunity to meet with Endeavor's accountants and
attorneys to discuss the financial condition of Endeavor. Endeavor shall make
available to Xxxxxxxx the books and records of Endeavor. The minutes of Endeavor
are a complete and accurate record of all meetings of the shareholders and
directors of Endeavor and accurately reflect all actions taken at such meetings.
The signatures of the directors and/or officers on such minutes are the valid
signatures of Endeavor's directors and/or officers who were duly elected or
appointed on the dates that the minutes were signed by such persons.
2I. Trade Names and Rights. Exhibit K attached hereto and made a part
hereof lists all trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or applications which
are owned by Endeavor. No person, other than Endeavor, will own any trademark,
trademark registration or application, service xxxx, trade name, copyright, or
copyright registration or application the use of which is necessary or
contemplated in connection with the operation of the business of Endeavor, as
such business is to be conducted after the closing of this transaction.
2J. Contracts and Leases. Exhibit L attached hereto and made a part hereof
contains a summary of the provisions of all material contracts, leases, and
other agreements of Endeavor presently in existence or which have been agreed to
by Endeavor (whether written or oral). Except as noted on Exhibit L, Endeavor is
not in default under any of these agreements or leases.
2K. Insurance Policies. Exhibit M to this Agreement is a description of
all insurance policies held by Endeavor concerning its business and properties.
All these policies are in the respective principal amounts set forth in Exhibit
M and are in full force and effect.
2L. Compliance with Laws. Endeavor has complied with, and is not in
violation of, applicable federal, state, or local statutes, laws, and
regulations affecting its properties or the operation of its business, including
but not limited to federal and state securities laws. Endeavor does not have any
employee benefit plan which is subject to the provisions of the Employee
Retirement Income Security Act of 1974. Endeavor has filed with the Securities
and Exchange Commission ("SEC") and any applicable state securities agency, all
required forms, reports, schedules, statements and other documents
(collectively, the "SEC Documents"). The SEC Documents filed by Endeavor,
including without limitation any financial statements or schedules included
therein, at the time filed, (a) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
11
under which they were made, not misleading; and (b) complied in all material
respects with applicable federal and state securities laws, as the case may be,
and the rules and regulations of the SEC and any applicable state securities
agency. The financial statements of Endeavor included in the SEC Documents
complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the period involved (except as
may be indicated in the notes thereto) and fairly presented (subject, in the
case of the unaudited statements, to normal year-end audit adjustments) the
consolidated financial position of Endeavor as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then
ended.
2M. Litigation. Other than as disclosed on Exhibit N, Endeavor is not a
party to any suit, action, arbitration, or legal, administrative, or other
proceeding, or governmental investigation pending or, to the best knowledge of
Endeavor threatened, against or affecting Endeavor or its business, assets, or
financial condition. Endeavor is not in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality. Endeavor is not engaged in any legal
action to recover moneys due to it or damages sustained by it other than as
disclosed on Exhibit N.
2N. Ability to Carry Out Obligations. Endeavor has the right, power, and
authority to enter into, and perform its obligations under, this Agreement. The
execution and delivery of this Agreement by Endeavor and the performance by
Endeavor of its obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, by-law, or other agreement or instrument
to which Endeavor is a party, or by which it may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an event
that would permit any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of Endeavor, or
(c) an event that would result in the creation or imposition or any lien,
charge, or encumbrance on any asset of Endeavor or would create any obligations
for which Endeavor would be liable, except as contemplated by this Agreement.
2O. Full Disclosure. None of representations and warranties made by
Endeavor, or in any certificate or memorandum furnished or to be furnished by
Endeavor, or on its behalf, contains or will contain any untrue statement of
material fact, or omit any material fact the omission of which would be
misleading. Endeavor has disclosed to Xxxxxxxx all reasonably foreseeable
contingencies which, if such contingencies transpired, would have a material
adverse effect on Endeavor.
2P. Assets. Endeavor has good and marketable title to all of its property.
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ARTICLE III
SHAREHOLDER REPRESENTATIONS
Each shareholder of Xxxxxxxx represents to Endeavor that he or she has the
right, power, and authority to enter into, and perform his or her obligations
under this Agreement. The execution and delivery of this Agreement by such
shareholder and the delivery by such shareholder of his or her common stock in
Xxxxxxxx pursuant to Article I will not cause, constitute, or conflict with or
result in any breach or violation or any of the provisions of or constitute a
default under any license, indenture, mortgage, charter, instrument, or
agreement to which he or she is a party, or by which he or she may be bound, nor
will any consents or authorizations of any party be required. Each shareholder
of Xxxxxxxx represents and warrants to Endeavor that the common stock of
Xxxxxxxx that such shareholder will deliver at closing will be free of any liens
or encumbrances.
Each shareholder of Xxxxxxxx understands that the shares being acquired
from Endeavor represent restricted securities as that term is defined in Rule
l44 of the Securities and Exchange Commission.
Each shareholder of Xxxxxxxx represents to Endeavor that the shareholder
is not relying on Endeavor or any officer, director, employee, attorney,
accountant or agent of Endeavor with respect to the tax consequences of the
transactions contemplated by this Agreement.
ARTICLE IV
OBLIGATIONS BEFORE CLOSING
4.0l Investigative Rights. From the date of this Agreement until the date
of closing, each party shall provide to the other party, and such other party's
counsel, accountants, auditors, and other authorized representatives, full
access during normal business hours to all of each party's properties, books,
contracts, commitments, records and correspondence and communications with
regulatory agencies for the purpose of examining the same. Each party shall
furnish the other party with all information concerning each party's affairs as
the other party may reasonably request.
4.02 Conduct of Business. Prior to the closing, and except as contemplated
by this Agreement, each party shall conduct its business in the normal course,
and shall not sell, pledge, or assign any assets, without the prior written
approval of the other party, except in the regular course of business. Except as
contemplated by this Agreement, neither party to this Agreement shall amend its
Articles of Incorporation, Articles of Organization, by-laws or operating
agreement, declare dividends, redeem or sell stock, or other securities, incur
additional or newly-funded material liabilities, acquire or dispose of fixed
assets, change senior management, change employment terms, enter into any
material or long-term contract, guarantee obligations of any third party, settle
or discharge any balance sheet receivable for less than its stated amount, pay
more on any liability than its stated amount, or enter into any other
transaction other than in the regular course of business.
13
ARTICLE V
CONDITIONS PRECEDENT TO PERFORMANCE BY ENDEAVOR
5.01 Conditions. Endeavor's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article V. Endeavor may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Endeavor of any other condition of or any of
Endeavor's other rights or remedies, at law or in equity, if Xxxxxxxx shall be
in default of any of its representations, warranties, or covenants under this
agreement.
5.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Xxxxxxxx in this Agreement or
in any written statement that shall be delivered to Endeavor by Xxxxxxxx under
this Agreement shall be true on and as of the closing date as though made at
those times.
5.03 Performance. Xxxxxxxx shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the closing. Xxxxxxxx shall have
obtained all necessary consents and approvals necessary to consummate the
transactions contemplated hereby.
5.04 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this agreement or to its consummation, shall have been
instituted or threatened on or before the closing.
5.05 Other. In addition to the other provisions of this Article V,
Endeavor's obligations hereunder shall be subject to the satisfaction, at or
before the Closing, of the following:
(a) Xxxxxxxx will own the Subject Interests, free of any lien or
encumbrance.
(b) All interests of Xxxxxxxx Oil and Gas, Ltd. or Xxxxxxxx Corporation in
the agreements listed on Exhibit E will have been transferred to
Xxxxxxxx.
(c) Xxxxxxxx will have obtained all consents or approvals required from
any third party or government agency with respect to the transfer of
the Subject Interests and its interests in the agreements listed on
Exhibit E.
(d) Endeavor will be in receipt of a Certificate of Good Standing for
Xxxxxxxx.
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE BY XXXXXXXX
6.01 Conditions. Xxxxxxxx'x obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of the conditions set forth in this
Article VI. Xxxxxxxx may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Xxxxxxxx of any other condition of or any of
Xxxxxxxx'x other rights or remedies, at law or in equity, if Endeavor shall be
in default of any of its representations, warranties, or covenants under this
agreement.
14
6.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Endeavor in this Agreement or
in any written statement that shall be delivered to Xxxxxxxx by Endeavor under
this Agreement shall be true on and as of the closing date as though made at
those times.
6.03 Performance. Endeavor shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the closing. Endeavor shall have
obtained all necessary consents and approvals necessary to consummate the
transactions contemplated hereby.
6.04 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this agreement or to its consummation, shall have been
instituted or threatened on or before the closing.
6.05 Other. In addition to the other provisions of this Article VI,
Xxxxxxxx'x obligations hereunder shall be subject to the satisfaction, at or
before the Closing, of the following:
(a) Endeavor will have acquired a 62.5% working interest in the VIC-60
permit and the acquisition will have been approved by all applicable
third parties and government agencies.
ARTICLE VII
CLOSING
7.0l Closing. The closing of this transaction shall be held at a mutually
agreeable time and place. Unless the closing of this transaction takes place
before September 30, 2007, then either party may terminate this Agreement
without liability to the other party, except as otherwise provided in Section
9.12. At the closing, the following documents, in form reasonably acceptable to
counsel to the parties or as set forth herein, shall be delivered:
By Xxxxxxxx:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of Xxxxxxxx are true and correct as of, or have been fully
performed and complied with by, the closing date.
By Endeavor:
A. An officer's certificate, dated the closing date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of Endeavor are true and correct as of, or have been fully
performed and complied with by, the closing date.
7.02 Exchange of Securities. On the closing date, each share of Xxxxxxx
then issued and outstanding, will be exchanged, for 18,600,000 fully paid and
nonassessable shares of Endeavor in accordance with Schedule 1 to this
Agreement.
15
7.03 Directors. At the closing of this Agreement Endeavor will appoint
Xxxx X. Xxxxxxxxx and Xxxx Xxxx as directors.
7.04 Post Closing Agreements.
(a) Endeavor will complete the work programs required by the permits listed on
Exhibit G. (b) Endeavor will comply with all existing conditions, contracts and
agreements for the
permits listed on Exhibit G.
(c) Endeavor will change its corporate name to "Xxxxxxxx Energy Corporation"
ARTICLE VIII
REMEDIES
8.01 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Seattle, Washington in accordance with the rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
8.02 Costs. (i) Each party will bear its own costs of and incidental to
the preparation and execution of this Agreement; (ii) If any legal action or any
arbitration or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
8.03 Termination. In addition to the other remedies, Endeavor or Xxxxxxxx
may on or prior to the closing date terminate this Agreement, without liability
to the other party:
(i) If any bona fide action or proceeding shall be pending against
Endeavor or Xxxxxxxx on the closing date that could result in an unfavorable
judgment, decree, or order that would prevent or make unlawful the carrying out
of this Agreement or if any agency of the federal or of any state government
shall have objected at or before the closing date to this acquisition or to any
other action required by or in connection with this Agreement;
(ii) If the legality and sufficiency of all steps taken and to be taken by
each party in carrying out this Agreement shall not have been approved by the
respective party's counsel, which approval shall not be unreasonably withheld.
(iii) If a party breaches any representation, warranty, covenant or
obligation of such party set forth herein and such breach is not corrected
within ten days of receiving written notice from the other party of such breach.
16
ARTICLE IX
MISCELLANEOUS
9.01 Captions and Headings. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
9.02 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
9.03 Non-Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, convenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant, condition, or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other or
subsequent breach.
9.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
9.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements,
understandings and the letters of intent between the parties.
9.06 Governing Law. This Agreement and its application shall be governed
by the laws of Nevada.
9.07 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.08 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
17
Endeavor
--------
0000 - 000-Xxxxx Xxxxxx XX
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Xxxxxxxx
--------
0000 Xxxx Xxxxxxxxxx 00
Xxxxxx, Xxxxx 00000
9.09 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall survive the
closing of this Agreement. In the event there is any material misrepresentation
or warranty of any party to this Agreement, then Endeavor (if such
misrepresentation is made by Xxxxxxxx or the Xxxxxxxx members) or the
shareholders of Xxxxxxxx ( if such misrepresentation is made by Endeavor) may
recind this Agreement during the 60 day period following the closing of this
Agreement.
9.11 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein. Neither party will
intentionally take any action, or omit to take any action, which will cause a
breach of such party's obligations pursuant to this Agreement.
9.12 Expenses. Each of the parties hereto agrees to pay all of its own
expenses (including without limitation, attorneys' and accountants' fees)
incurred in connection with this Agreement, the transactions contemplated herein
and negotiations leading to the same and the preparations made for carrying the
same into effect. Each of the parties expressly represents and warrants that no
finder or broker has been involved in this transaction and each party agrees to
indemnify and hold the other party harmless from any commission, fee or claim of
any person, firm or corporation employed or retained by such party (or claiming
to be employed or retained by such party) to bring about or represent such party
in the transactions contemplated by this Agreement.
18
AGREED TO AND ACCEPTED as of the date first above written.
ENDEAVOR ENERGY CORPORATION
By /s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx, President
XXXXXXXX PETROLEUM PTY LTD.
By /s/ Xxxx Xxxxxxxxx
---------------------------------------
Xxxx Xxxxxxxxx, President
SHAREHOLDERS OF XXXXXXXX
PETROLEUM PTY LTD.
Xxxx X. Xxxxxxxxx, Ltd.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxxxx Partners, Ltd.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Lara Xxxx Xxxxxxxxx Heritage Trust
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxx Xxxxx 2004 Trust
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxxx Oil & Gas Ltd.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
19
/s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxxxx
/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
/s/ Xxx X. Xxxxxxxx
---------------------------------
Xxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxxxxx
---------------------------------
Xxxx Xxxxxxxx
/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx
20
SCHEDULE 1
Xxxxxxxx Endeavor
Name Shares Shares Percentage
---- -------- -------- ----------
Investors
---------
Xxxx X. Xxxxxxxxx, Ltd. 102,028 102,028 0.55%
Xxxxxxxxx Partners, Ltd. 72,656 72,656 0.39%
Lara Xxxx Xxxxxxxxx Heritage Trust 29,063 29,063 0.16%
Xxxxxxx Xxxxxx Xxxxx 2004 Trust 29,063 29,063 0.16%
Xxxx Xxxx 327,076 327,076 1.76%
Xxxxx Xxxxxxx 304,836 304,836 1.64%
Xxxxx Xxxxxxxxxx 21,797 21,797 0.12%
Xxxxxx Xxxxx 45,394 45,394 0.24%
Xxxxxx Xxxxxxxxxxx 9,714 9,714 0.05%
Xxxx Xxxxxx 2,906 2,906 0.02%
Xxx X. Xxxxxxxx 72,656 72,656 0.39%
Xxxxx Xxxxxx 145,313 145,313 0.78%
------------ ----------- ---------
1,162,500 1,162,500 6.25%
------------ ----------- ---------
Founders
--------
Xxxx X. Xxxxxxxxx 50,000 50,000 0.27%
Xxxx Xxxx 50,000 50,000 0.27%
Xxxx Xxxxxxxx 50,000 50,000 0.27%
Xxx Xxxxxxx 50,000 50,000 0.27%
------------ ----------- ---------
200,000 200,000 1.08%
------------ ----------- ---------
Xxxxxxxx Oil & Gas Ltd. 17,237,500 17,237,500 92.67%
------------ ----------- ---------
Total HOG Issued Endeavor Shares 18,600,000 18,600,000 100.00%
============ =========== =========
(30% of estimated total shares)
Terms Estimate
62,000,000 Endeavor Estimated Total Shares
30% Terms
18,600,000 Xxxxxxxx Estimated Total Shares
The total number of Xxxxxxxx Oil and Gas, Ltd. issued Endeavor Shares is fixed
at 18,600,000. However, the final allocation of these shares is subject to
trustee approval and will be determined within 30 days of the execution of this
agreement.
21
EXHIBIT A
OPTIONS, WARRANTS, CONVERTIBLE SECURITIES (XXXXXXXX)
None.
22
EXHIBIT B
---------
OFFICERS, DIRECTORS, BANK ACCOUNTS SAFE DEPOSIT BOXES, POWERS OF ATTORNEY
(XXXXXXXX)
Officers
Xxxx X. Xxxxxxxxx - President and Chief Executive Officer
Xxxx Xxxx - Secretary and Treasurer
Directors
Xxxx Xxxxxxxxx
Xxxx Xxxx
Bank Accounts
None
Safe Deposit Boxes
None
Powers of Attorney
None
23
EXHIBIT C
---------
FINANCIAL STATEMENTS (XXXXXXXX)
Assets
Australian oil and gas permits $ (1)
Liabilities $ -0-
Stockholders Equity $ (1)
(1) To be calculated in accordance with generally accepted accounting
principles.
24
EXHIBIT D
TRADEMARKS, TRADE NAMES AND COPYRIGHTS (XXXXXXXX)
None
25
EXHIBIT E
SUMMARY MATERIAL CONTRACT (XXXXXXXX)
Set out below is a summary of the contracts to which the Company is a party that
may be material in terms of the operation of the business of the Company. The
whole of the provisions of the contracts are not repeated in this document and
interested party who wishes to gain a full knowledge of the content of the
material contracts should inspect the same at the registered office of the
Company.
Acquisition of VIC P60 and WA 372P and 373P
On 11 August 2005 Xxxxxxxx Oil and Gas and Xxxxxxxx Corporation entered into an
Asset Purchase Agreement for Xxxxxxxx Oil and Gas to acquire a 37.5% interest in
Exploration Permit VIC/P60 offshore Victoria and 100% interest in Exploration
Permits WA-372-P, WA-373-P and XX-000-X xxxxxxxx Xxxxxxx Xxxxxxxxx.
Both the parties provided various warranties and representations including, but
not limited to, title to leases held by Xxxxxxxx Corporation, corporate
authority, absence of litigation, contracts and consents.
The parties provide mutual indemnities to each other in respect to damages
suffered by a party as a result any breach of a warranty or representation.
Contracts PEL-108, 109, 112
Farmin Agreement
On 7 June 2006 Xxxxxxxx Oil and Gas and, Australian-Canadian Oil Royalties Ltd
and Xxx Xxxxxx (together the Farmor) and Xxxxxxxx Corporation (Guarantor)
entered into a Farmin Agreement with respect to Petroleum Exploration Licences
108, 109 and 112 in Xxxxxx/Eromanga Basin of South Australia.
The parties have agreed to execute a Joint Operating Agreement (see below).
Xxxxxxxx must commence and complete a drilling program of three xxxxx. The
expenditure for this drilling program is $4,500,000 for the first three xxxxx.
Drilling shall be to a depth of economic basement expected to be 1,800 meters.
Under the Farmin Agreement Xxxxxxxx, will be assigned a 66.67% interest in each
of the three permits. Thereafter the Parties shall be responsible for their
share of all costs and liabilities attributed to the working interest of the
Petroleum Exploration Licences.
Xxxxxxxx Corporation has provided a letter of credit and bank guarantee in
favour of the Farmor to secure the performance of the Farmin Agreement.
The Farmin Agreement contains representations and warranties given by the
parties and other clauses which are considered standard for an agreement of this
type.
Joint Operating Agreement
On 2 January 2007 Xxxxxxxx Oil and Gas and, Australian-Canadian Oil Royalties
Ltd and Xxx Xxxxxx (together the Farmor) and Xxxxxxxx Corporation (Guarantor)
entered into a Joint Operating Agreement with respect to Petroleum Exploration
26
Licences 108, 109 and 112 in Xxxxxx/Eromanga Basin of South Australia. The terms
are in accordance with terms and conditions normally associated with this type
of agreement.
Acquisition VIC-60
On 16 May 2007 Xxxxxxxx Oil and Gas acknowledged that DuJour products Inc.
entered into an Asset Purchase Agreement to acquire its 62.5% interest in
Exploration Permit VIC/P60 offshore Victoria from Xxx Xxxxxx, Xxxxxx Xxxxx,
Australian-Canadian Oil Royalties Ltd. and Bass Strait Partners
All parties provided various warranties and representations including, but not
limited to, title to leases held by Xxx Xxxxxx, Xxxxxx Xxxxx,
Australian-Canadian Oil Royalties Ltd., corporate authority, absence of
litigation, contracts and consents.
The parties provide mutual indemnities to each other in respect to damages
suffered by a party as a result any breach of a warranty or representation.
Overriding Royalty Interest
PEL 108, 109, and 112
International Oil Lease Service Corp. (IOLS) 1.0000%
Australian-Canadian Oil Royalties Ltd. 1.0000%
Xxx Xxxxxx 2.0000%
Brokers Commission 1.0000%
5.0000%
VIC-60
Bass Straits Partners Ltd. 9.0000%
Australian-Canadian Oil Royalties Ltd. 2.1250%
Xxx Xxxxxx 2.1250%
Australian Grazing Pastoral Ltd. 1.8750%
Cisco Outback Holdings LLC 1.1875%
Cisco Legacy Ventures LLC 1.0000%
Xxxxxx Xxxxx 1.0625%
---------
18.3750%
XX-000- Xxxxxxxxxx-Xxxxxxxx Oil Royalties Ltd 3.0000%
WA-373 - Australian-Canadian Oil Royalties Ltd 3.0000%
WA-395 - None
27
EXHIBIT F
---------
INSURANCE POLICIES (XXXXXXXX)
None
28
EXHIBIT G
SUBJECT INTERESTS
Xxxxxx Basin Permits
PEL 108, 109, 112 Working Interest ORRI Net Revenue
--------------------------------------------------------------------------------------
Xxxxxxxx Petroleum Pty, Ltd. 66.7%
Australian-Canadian Oil Royalties Ltd. 13.8% 1%
Xxx Xxxxxx 16.7% 2%
Xxxxxx Xxxxx 1.5%
Xxxxxx Xxxx 0.7%
Xxx Xxxxxxxx 0.7%
Australian Commonwealth 10%
Aboriginals 1%
Brokers Commission 1%
International Oil Lease Service Corp. (IOLS) 1%
------- ------ ------
100.0% 16% 84.0%
Gippsland Basin Permit
VIC-60
--------------------------------------------------------------------------------------
Australian Commonwealth 12.0%
Xxxxxxxx Petroleum Pty, Ltd. 37.5%
Endeavor Energy Corporation 62.5%
Bass Straits Partners Ltd. 9.0%
Australian-Canadian Oil Royalties Ltd. 2.1%
Xxx Xxxxxx 2.1%
Australian Grazing Pastoral Ltd. 1.9%
Cisco Outback Holdings LLC 1.2%
Cisco Legacy Ventures LLC 1.0%
Xxxxxx Xxxxx 1.1%
------- ------ ------
100.0% 30.4% 69.6%
Xxxxxx Sub-Basins
WA-372P
--------------------------------------------------------------------------------------
Xxxxxxxx Petroleum Pty, Ltd. 100.0%
Australian-Canadian Oil Royalties Ltd. 3%
Australian Commonwealth 12%
------- ------ ------
100% 15% 85%
WA-373P
--------------------------------------------------------------------------------------
Xxxxxxxx Petroleum Pty, Ltd. 100%
Australian-Canadian Oil Royalties Ltd. 3%
Australian Commonwealth 12%
------- ------ ------
100% 15% 85%
WA-395P
Xxxxxxxx Petroleum Pty, Ltd. 100%
Australian Commonwealth 12%
------- ------ ------
100% 12% 88%
29
EXHIBIT H
OFFICERS, DIRECTORS, BANK ACCOUNTS SAFE DEPOSIT BOXES, POWERS OF ATTORNEY
(ENDEAVOR)
Officers
Xxxxxxx Xxxx - President and Chief Executive Officer
Directors
Xxxxxxx Xxxx
Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx
Xxxx Xxxx
Bank Accounts
Bank of Montreal
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxxxx, X.X.
X0X 0X0
XX Account # 0000 0000-000
CDN Account # 0000 0000-000
Safe Deposit Boxes
None
Powers of Attorney
None
30
EXHIBIT I
OPTIONS, WARRANTS, CONVERTIBLE SECURITIES (ENDEAVOR)
Options
-------
The Company has not adopted a stock option plan. At June 30, 2007, the
Company had no stock options outstanding.
Warrants
--------
At June 30, 2007, the Company had 100,000 warrants outstanding entitling
the holder to purchase one common share of the Company at a price of $1.75 per
share for two years, or until March 2, 2009.
At June 30, 2007, the Company had 166,201 warrants outstanding entitling
the holder to purchase one common share of the Company at a price of $3.00 per
share for two years, or until June 1, 2009.
At June 30, 2007, the Company had 66,666 warrants outstanding entitling
the holder to purchase one common share of the Company at a price of $3.00 per
share for two years, or until June 28, 2009.
Convertible Securities
----------------------
There are no convertible securities except Endeavor's Series A preferred
shares and the preferred shares of Endeavor's wholly-owned subsidiary.
31
EXHIBIT J
FINANCIAL STATEMENTS
Refer to Endeavor's 10-Q report for the three months ended June 30, 2007
as filed with the Securities and Exchange Commission.
32
EXHIBIT K
TRADEMARKS, TRADE NAMES AND COPYRIGHTS (ENDEAVOR)
None
33
EXHIBIT L
MATERIAL CONTRACTS (ENDEAVOR)
On May 16, 2007 the Company entered into an agreement to acquire a 62.5%
working interest ("WI") with a 53.125% net revenue interest in an Australian oil
and gas exploration permit known as Victoria Permit 60. The permit covers
339,769 acres located in the Bass Strait of the Gippsland Basin of Victoria,
Australia.
On August 03, 2007 the Company acquired 100% interest of Endeavor Canada
Corporation for 9,000,000 preferred shares of First Endeavor Holding Inc. with
conversion rights in to 9,000,000 million common shares of the public company
Endeavor Energy Corporation. (Attach Acquisition Agreement and Amendment).
34
EXHIBIT M
INSURANCE POLICIES (ENDEAVOR)
None.
35
EXHIBIT N
LITIGATION (ENDEAVOR)
None.
36
CLOSING AGREEMENT RELATING TO THE ACQUISITION OF
XXXXXXXX PETROLEUM PTY. LTD.
BY
ENDEAVOR ENERGY CORPORATION
1. By agreement dated August 24, 2007 Endeavor Energy Corporation (now
named Xxxxxxxx Energy Corporation), Xxxxxxxx Petroleum PTY. Ltd. ("Xxxxxxxx")
and the shareholders of Xxxxxxxx entered into an agreement whereby Endeavor
agreed to acquire all of the issued and outstanding shares of Xxxxxxxx.
2. All parties agree that all conditions precedent and/or contingencies to
the closing of the August 24, 2007 Agreement have been satisfied or waived.
3. The closing of the August 24, 2007 Agreement is deemed to have occurred
on October 2, 2007.
ENDEAVOR ENERGY CORPORATION
By /s/ Xxxxxxx Xxxx
----------------------------------------
Xxxxxxx Xxxx, President
XXXXXXXX PETROLEUM PTY LTD.
By /s/ Xxxx Xxxxxxxxx
----------------------------------------
Xxxx Xxxxxxxxx, President
SHAREHOLDERS OF XXXXXXXX
PETROLEUM PTY LTD.
Xxxx X. Xxxxxxxxx, Ltd.
By: /s/
--------------------------------
Xxxxxxxxx Partners, Ltd.
By: /s/
--------------------------------
Lara Xxxx Xxxxxxxxx Heritage Trust
By: /s/
--------------------------------
Xxxxxxx Xxxxxx Xxxxx 2004 Trust
By: /s/
--------------------------------
Xxxxxxxx Oil & Gas Ltd.
By: /s/
--------------------------------
/s/ Xxxx Xxxx
--------------------------------
Xxxx Xxxx
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxxxx
/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
/s/ Xxx X. Xxxxxxxx
------------------------------------
Xxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx
