EXHIBIT 10.17
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ASSIGNMENT AGREEMENT
THIS AGREEMENT made effective as of the 15th day of September, 1997,
BETWEEN:
PINNACLE OIL INTERNATIONAL, INC., (hereinafter referred to as
"Assignor")
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PINNACLE OIL CANADA INC., (hereinafter referred to as "Assignee")
WHEREAS the Assignor, Assignee and the third party listed in Schedule "A"
(the "Third Party") are parties to the joint venture agreement as described in
Schedule "A" (the "Joint Venture Agreement");
AND WHEREAS the Assignor wishes to assign to the Assignee all of the
Assignor's right, title, interest and estate in and to the Joint Venture
Agreement pertaining to operations in Canada;
NOW THEREFORE in consideration of the mutual covenants and agreements
herein set forth, the parties hereto mutually covenant and agree as follows:
1. The Assignor hereby assigns, transfers, sets over and conveys to the
Assignee, effective as of the 15th day of September, 1997, (the "Effective
Date"), all of its right, title, interest and estate in and to the Joint Venture
Agreement pertaining to operations in Canada (the "Assigned Interest"), TO HAVE
AND TO HOLD the same unto the Assignee for the Assignee's sole use and benefit
absolutely from and after the Effective Date.
2. The Assignee hereby accepts the within assignment and covenants and agrees
with the Assignor that it shall be bound by, observe and perform the covenants,
duties and obligations contained in the Joint Venture Agreement and to be
observed and performed by the Assignor, to the extent that such covenants,
duties and obligations relate to the Assigned
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Interest and to a period, or arise, as the case may be, on or after the
Effective Date, it being the intent and purpose that the Assignee shall to the
extent of the Assigned Interest be a party thereto in the place and stead of the
Assignor from and after the Effective Date.
3. Notwithstanding the assignment of the Assigned Interest to the Assignee,
the Third Party need only look to the Assignor for performance of the duties and
obligations of the Assignee pursuant to the Joint Venture Agreement.
4. Nothing herein contained shall be construed as a release of the Assignor
from any obligation or liability under the Joint Venture Agreement.
5. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
PINNACLE OIL INTERNATIONAL, INC.
By: /s/ R. Xxxx Xxxxxxx
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Its: _____________________________
PINNACLE OIL CANADA INC.
By: /s/ R. Xxxx Xxxxxxx
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Its: ______________________________
SCHEDULE "A"
THIRD PARTY
Encal Energy Ltd.
JOINT VENTURE AGREEMENT
Exploration Joint Venture Agreement dated September 15, 1997 between Encal
Energy Ltd., Pinnacle Oil International Inc., Pinnacle Oil Inc., Xxxxxx
Xxxxxxxxx, Xxxx X. Xxxxxxx, Pinnacle Oil Canada Ltd. and Momentum Resources Ltd.
