EXHIBIT 10.2
ASSIGNMENT OF LEASE DATED MARCH 8, 2007
ASSIGNMENT OF LEASE
THIS ASSIGNMENT made as of March 8, 2007.
BETWEEN:
PATCH OILSANDS LTD., IN ITS CAPACITY AS GENERAL PARTNER
OF PATCH OILSANDS LIMITED PARTNERSHIP, (the "Partnership")
a body corporate, having an office in the City of Calgary,
in the Province of Alberta (hereinafter called the
"ASSIGNOR")
OF THE FIRST PART
- and -
PATCH ENERGY INC., a body corporate, having an office in
the City of Calgary, in the Province of Alberta
(hereinafter called the "ASSIGNEE")
OF THE SECOND PART
WHEREAS the Assignor is the owner of an interest in the oil sands leases
(hereinafter called the "Leases"), more particularly described in Schedule "A"
attached hereto;
AND WHEREAS under and by virtue of a distribution resolution of the Assignor
dated March 8, 2007, the Assignor as General Partner under the Patch Oilsands
Limited Partnership Agreement dated for reference May 31, 2006 (hereinafter
called the "Agreement"), the Assignor has assigned and conveyed to the Assignee
and the other partners of the Partnership, pro-rata in accordance with their
interests in the Partnership, the Partnership's right, title, estate and
interest in and to the Leases as it relates to the lands described and set forth
in Schedule "A" (hereinafter called the "Assigned Interest") effective MARCH 8,
2007 (hereinafter called the "Effective Date") ;
AND WHEREAS the Assignor holds registered title in the Leases (the "Assigned
Interest") and has agreed to assign same to the Assignee to hold on its own
behalf and in trust for the other partners of the Partnership in accordance with
their interests in the Partnership and from the Effective Date the Assignee has
agreed to assume all of the liabilities and obligations of the Assignor
thereunder; and
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and subject to the terms and
conditions hereinafter set out, the parties agree as follows:
1. The Assignor hereby assigns, transfers, sets over and conveys unto the
Assignee, from and after the Effective Date, all of its right, title,
estate and interest in and to the Leases to the extent of the Assigned
Interest, and all rights, benefits, privileges and advantages of the
Assignor to be derived therefrom, to have and to hold the same unto the
Assignee as contemplated hereby.
2. The Assignee hereby accepts this assignment and covenants and agrees with
the Assignor at all times from and after the Effective Date to perform
and observe the terms, conditions and obligations contained in the Leases
which were previously to have been performed and observed by the
Assignor, to the extent of the Assigned Interest.
3. This assignment is provided pursuant to the Agreement and the terms of
the Agreement shall apply hereto. In the event of any inconsistency
between the terms of the Agreement and of this assignment, the terms of
the Agreement shall prevail.
4. This agreement shall enure to the benefit of and be binding upon the
parties and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this agreement as of the day and
year first above written.
PATCH ENERGY INC. PATCH OILSANDS LTD., IN ITS CAPACITY AS
GENERAL PARTNER OF PATCH OILSANDS
LIMITED PARTNERSHIP
Per: /s/ XXXXXXX X. XXXXXXX Per:
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Xxxxxxx X. Xxxxxxx, President
Per:
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SCHEDULE "A"
Attached to and made part of that Assignment of Beneficial
Interest dated March 8, 2007 between Patch Energy Inc. and
Patch Oilsands Ltd., in its capacity as General Partner of
Patch Oilsands Limited Partnership
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LEASES LANDS ASSIGNED INTEREST
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Alberta Crown Oil Sands Lease # Xxx 00 xxx 00, Xxx 00, Xxx 00, X0X 100%
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