SETTLEMENT AGREEMENT
|
99.3
|
Settlement
Agreement dated January 24,
2007
|
BETWEEN:
(“MEII”)
and:
XX.
XXXXXXX XXXX
(“Xxxx”)
and:
TRANSPACIFIC
PETROLEUM CORP.
(“TransPacific”)
WHEREAS;
Xxxx and TransPacific entered into agreements with MEII, and other parties,
with
regards to farming-out of the East Wadi Araba Concession-Gulf of Suez, Egypt
(“EWA”), such agreements were dated, August 6 & 7, 2005, December 9, 2005,
March 30, 2006 and April 13, 2006 (the “Agreements”).
WHEREAS;
TransPacific entered into agreements with Mogul Energy Ltd. and MEII with
regards to certain petroleum leases in Saskatchewan Fairlight area “Fairlight”
including an agreement dated, December 09, 2005 and entitled “assignment
agreement”.
WHEREAS;
Xxxx and TransPacific filed a Writ of Summons and Statement of Claim in the
British Columbia Supreme Court, Vancouver Registry, Action No. S 066789 dated
October 20, 2006 alleging breach of the Agreements by MEII (the “Action”), that
was ordered stayed for arbitration, with the appeal period for such stay to
expire on January 31, 2007 by consent of the two parties;
WHEREAS;
Xxxx and TransPacific had agreed to drop their Action against MEII and to sign
an Extension Agreement with regards to EWA, a copy of which is attached hereto
as Schedule
“A”
(the
“Extension Agreement”);
WHEREAS;
TransPacific has agreed to assign all its 25% rights in certain free-hold leases
in the Fairlight project to MEII as per attached Schedule
“B” and
agreed to assign its 100% rights in other acquired leases in the Fairlight
project to MEII as per attached
Schedule “C”.
1
WHEREAS;
The parties are willing to resolve all their differences and to continue good
business relationship. The parties hereby agree that; in consideration of the
below deeds, the following will be binding to all parties:
1.
Share Transfer:
Upon
executing the Extension Agreement by all parties to the EWA, and assignment
of
Fairlight lands, MEII shall, within 10 business days of such execution, issue
to
Xxxx 1,000,000 (One Million) and to TransPacific 2,000,000 (Two Million) common
shares of MEII (the “Shares”).
2.
Securities Law Representations.
Each
of
Xxxx and Transpacific (collectively, the “Subscribers”) jointly and severally
represent, warrant and covenant to MEII that:
2.1
Share
Acquisition Intent.
The
Subscribers are acquiring the Shares as principals for their own account only
and not with a view to or for distributing or reselling the Shares or any part
thereof or interest therein. Except as otherwise disclosed in writing to the
MEII, Xxxx or Transpacific are acting jointly or in concert with any other
person or company for the purposes of acquiring any of the Shares.
2.2
Risk
Acknowledgement.
The
Subscribers acknowledge that the Shares are highly speculative, involving a
high
degree of risk and the Subscribers are able to bear the economic risk of owning
the Shares; and, at the present time, are able to afford a complete loss in
value of the Shares.
2.3
Regulation
S.
Each of
the Subscribers further represent, warrant and acknowledge that:
The
Shares are being acquired in reliance on the exemptions from the registration
requirements of the Securities Act of 1933, as amended (the “1933 Act”) provided
by the provisions of Regulation S as promulgated under the 1933 Act, and that
the Shares may not be resold in the United States or to a US Person as defined
in Regulation S, except pursuant to an effective registration statement or
an
exemption from the registration provisions of the 1933 Act as evidenced by
an
opinion of counsel acceptable to MEII, and that in the absence of an effective
registration statement covering the Shares or an available exemption from
registration under the 1933 Act, the Shares must be held indefinitely. The
Subscribers further acknowledge that this Agreement is not intended as a plan
or
scheme to evade the registration requirements of the 1933 Act;
2
The
Subscribers are residents of Canada; The Subscribers are not “US Persons” as
that term is defined in Rule 902 of Regulation S as promulgated pursuant to
the
1933 Act;
The
Subscribers agree that all offers and sales of the Shares shall be made in
compliance with all applicable laws of any applicable jurisdiction and,
particularly, in accordance with Rules 903 and 904, as applicable, of Regulation
S or pursuant to registration of the Shares under the 1933 Act or pursuant
to an
exemption from registration. In any case, none of the Shares have been and
will
be offered or sold by the Subscribers to, or for the account or benefit of
a
U.S. Person or within the United States until after the end of a one year period
commencing on the date on which this Agreement is accepted by MEII (the
“Distribution Compliance Period”), except pursuant to an effective registration
statement as to the Shares or an applicable exemption from the registration
requirements of the 0000 Xxx.
The
Shares have not been offered to the Subscribers in the United States and the
individuals making the decision to purchase the Shares and executing and
delivering this Agreement on behalf of the Subscribers were not in the United
States when the decision was made and this Agreement was executed and
delivered;
The
Subscribers will not engage in any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for any of the Shares;
Neither
the Subscribers nor any of their respective affiliates will directly or
indirectly maintain any short position, purchase or sell put or call options
or
otherwise engage in any hedging activities in any of the Shares or any other
securities of MEII until after the end of the Distribution Compliance Period,
and acknowledges that such activities are prohibited by Regulation
S.
2.4
Canadian
Law
Representations.
(a)
The
Subscribers understand that they are acquiring the Shares pursuant to certain
exemptions from the registration and prospectus requirements of applicable
securities legislation in Canada (the “Canadian Securities Laws”) afforded by,
without limitation, Sections 2.3 [Accredited
Investors],
2.5
[Family,
friends and business associates],
and
2.7 [Family,
friends and business associates
(Ontario)] of NI 45-106 and, as a consequence, (A) certain rights, remedies
and
protections under securities legislation will not be available to the
Subscribers in connection with the purchase of the Shares; (B) the Subscribers
may not receive information that would otherwise be required to be provided
to
them under securities legislation; and (C) MEII is relieved from certain
obligations that would otherwise apply under securities legislation;
and
(b)
The
Subscribers are acquiring the Shares as principal solely for their own benefit
and not for the benefit of any other person, and not with a view to the resale
or distribution of all or any of the Shares and the Subscribers are (A) an
“accredited investor” as such term is defined in NI 45-106, has executed and
delivered a duly completed Representation Letter in the form attached hereto
as
“Exhibits 1.5 (A), (B) or (C)”
as
applicable, representing that the Subscribers fit within one of the categories
of “accredited investor” set forth in such definition and was not created and/or
used solely to purchase
or hold the Shares; or (B) satisfies the definition of Family and Friends
(Alberta and BC) or Family and Friends (Ontario) as applicable in the province
in which they resides.
3
2.5
Transfer
Restrictions.
The
Subscribers acknowledges that the certificates representing Shares shall bear
a
legend substantially as follows:
“The
shares of Stock represented by this Certificate have not been registered under
the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless a compliance with the registration provisions of such act
has
been made or unless availability of an exemption from such registration
provisions has been established, or, unless sold pursuant to Rule 144 under
the
Securities Act of 1933.”
2.6
Recordation
of Transfer.
The
Subscribers understand and acknowledge that the MEII has the right not to record
a purported transfer of the Shares, without MEII being satisfied that such
transfer is exempt from or not subject to (a) registration under the U.S. 1933
Act and any applicable state securities laws, and (b) the registration and
prospectus requirements under Canadian Securities Laws.
2.7
Canadian
Resale Restrictions.
In
addition to resale restrictions imposed under U.S. securities laws, there are
additional restrictions on the Subscribers’ ability to resell the Shares under
applicable Canadian Securities Law.
2.8
No
Registration Rights. The
Subscribers understand and acknowledge that MEII is not obligated to file and
has no present intention of filing any registration statement or prospectus
in
respect of re-sales of the Shares with the SEC in the United States or with
any
of the provincial securities regulatory authorities in Canada.
2.9
Legal
Counsel.
The
Subscribers confirm that they have been advised to consult its own legal and
financial advisors with respect to the suitability of the Shares for the
Subscribers and the resale restrictions (including “hold periods”) to which the
Shares will be subject under applicable securities legislation and confirms
that
no representation has been made to the Subscribers by or on behalf of MEII
with
respect thereto.
2.10 No
Offering Memorandum. The
Subscribers acknowledge that the issuance of the Shares is being conducted
without delivery of an offering memorandum and that it has not relied on any
oral representation, warranty or information in connection with the offering
of
the Shares by MEII, or any officer, employee, agent, affiliate or subsidiary
of
MEII.
2.11 No
Approval by Regulatory Authority. The
Subscribers understand that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of the
acquisition of the Shares.
4
2.12 No
Representation as to Value of the Shares. The
Subscribers confirm that neither the MEII nor any of its directors, employees,
officers, consultants, agents or affiliates, has made any representations
(written or oral) to the Subscribers regarding the future value of the Shares
and acknowledge and confirm that no representation has been made to the
Subscribers with respect to the listing of the Shares on any exchange or that
application has been or will be made be made for such listing. In making its
acquisition with respect to the Shares, the Subscribers have relied solely
upon
publicly available information relating to MEII and not upon any verbal or
written representation made by or on behalf of MEII.
2.13 Conditional
Sale. The
Subscribers understand that the sale and delivery of the Shares is conditional
upon such sale being exempt from the registration and prospectus requirements
under applicable securities legislation or upon the issuance of such orders,
consents or approvals as may be required to permit such sale and delivery
without complying with such requirements. If required under applicable
securities legislation or regulatory policy, or by any securities commission,
stock exchange or other regulatory authority, the Subscribers will execute,
deliver, file and otherwise assist MEII in filing such reports, undertakings
and
other documents with respect to the issue of the Shares.
2.14 Tax
Consequences. The
Subscribers understand that the acquisition of the Shares may have tax
consequences under applicable taxation laws, that they are the sole
responsibility of the Subscribers to determine and assess such tax consequences
as may apply to their respective particular circumstances, and the Subscribers
have not received and are not relying on MEII for any tax advice
whatsoever.
2.15 Re-Sales.
The
Subscribers will not resell any Shares except in accordance with the provisions
of applicable securities legislation, rules and regulations and stock exchange
rules.
3.
Proprietary Exploration Data:
MEII
is
currently in possession of TransPacific’s EWA proprietary Seismic Mapping and
interpreted Seismic Sections. Upon the execution of the EWA Extension Agreement
by all parties, the transfer of the 3,000,000 shares and the payment, within
30
business days from the date of this agreement, to TransPacific of US$20,000
(Twenty Thousand US Dollars), MEII will be allowed to use and reproduce such
data as well as all additional technical information and recommendations that
TransPacific will provide MEII with, to help drill EWA# 4, 5 & 6 exploratory
xxxxx, including but not limited to, geological prognosis, drilling, casing,
completion and testing parameters of those xxxxx.
5
4.
Drilling and Production Operations:
Upon
establishing oil production and the Joint Operating Company is formed, the
only
operating expenses shall be those of the Joint Operating Company in
Egypt.
TransPacific
will be entitled to receive from the Operator on regular and timely basis,
without limitations, all technical reports, daily drilling reports, daily
production reports, monthly financial statements, budgets, EGPC cost recovery
statements etc.
5.
Release of Claims:
Xxxx
and
TransPacific shall take such steps and do such things as may be necessary to
ensure that the Claims, arising from the current BC litigation, are not advanced
against MEII, either under arbitration, or the Courts, or any other form and,
both agree that they shall, upon receipt of the Shares, execute and deliver
to
MEII a release of the Action and all Claims by Xxxx and TransPacific. MEII
will
also release them from any potential claims, in the form attached hereto as
Schedule
“D”.
6.
General Matters
Except
as
specifically modified herein, all previous agreements between the parties shall
remain binding and enforceable. Paragraph 4 of the December 9, 2005 agreement
will be deemed null and void in its entirety. In the event of any disagreements
between the parties on any matters related to this Settlement Agreement, EWA
operational or financial matters, the parties will resort to arbitration, in
accordance with the Arbitration Laws of the Province of Alberta, by three
Arbitrators, each party will appoint one Arbitrator and the two Arbitrators
should agree on the third one. All costs of such arbitration or accounting
shall
be borne by the joint operations and considered as operating
expenses.
TransPacific
and Xxxx acknowledge that MEII shall be the designated operator of the Fairlight
project and may assign such designation as it wishes.
This
agreement shall enure to the benefit of, and be binding upon, all the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
The
parties shall do such things and take such acts as may reasonably be required
to
carry out the spirit of these Agreements. Any breach of the above terms or
the
terms of all attached agreements will represent a major breach of contract
and,
any such breach or dispute shall be resolved by the above noted arbitration
provisions.
6
In
witness whereof, Xx. Xxxxxxx
Xxxx, TransPacific Petroleum Corp., and Mogul Energy International,
Inc.
have
caused this Agreement to be executed.
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TransPacific
Petroleum Corp.
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|||
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/s/
Xx. Xxxxxxx Awad
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Seal
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January
24, 2007
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Xx.
Xxxxxxx Xxxx - President
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/s/
Xx. Xxxxxxx Xxxx
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January
24, 2007
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||
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Xx.
Xxxxxxx Xxxx
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/s/Xxxxxx
Xxxx
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|||
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Witnessed
by: Xxxxxx Xxxx
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|||
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/s/
Naeem Tyab
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Seal
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January
24, 2007
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|
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Naeem
Tyab - President
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7
Schedule
“A”
8
EAST
WADI ARABA CONCESSION - GULF OF SUEZ, EGYPT
EXTENSION
AGREEMENT
This
Extension Agreement made as of the 24th day
of
January, 2007 between DOVER INVESTMENTS LIMITED (“Dover”),
TRANSPACIFIC PETROLEUM CORP. (“TransPacific”),
MOGUL
ENERGY LTD. (“Mogul”),
XX.
XXXXXXX XXXX (“Xxxx”),
MOGUL
ENERGY INTERNATIONAL, INC. (“MEII”)
and
SEA DRAGON ENERGY INC. (“Sea
Dragon”)
regarding the
concession known as East Wadi Araba (the “EWA
Concession”).
WHEREAS
Sea
Dragon and MEII are requesting from Dover, TransPacific and Xxxx an extension
of
time to allow: (i) the first well to be completed to the approval of the EGPC
prior to July 17, 2007; and (ii) the second well and an additional third well
to
be completed to the approval of EGPC prior to July 17, 2009.
WHEREAS
all
parties to this agreement are agreeable to the granting of the requested
extensions and to making the Third Phase Election under the Concession
Agreement, upon and subject to the terms and conditions of this Extension
Agreement.
NOW,
THEREFORE,
the
parties hereto, in consideration of the mutual covenants set forth herein and
other good and valuable considerations hereby acknowledge and agree to the
following:
1.
Upon
and
subject to the terms and conditions of this Extension Agreement, and subject
to
any necessary or desirable approvals of ARE and EGPC thereto, Dover,
TransPacific and Xxxx hereby agree to allow Sea Dragon and MEII (i) until July
17, 2007 to complete the first well to the approval of the Egyptian General
Petroleum Corporation (“EGPC”), and (ii) until July 17, 2009 to complete the
second and an additional third well to the approval of EGPC.
9
2.
The
extension to July 17, 2009 to complete a second and an additional third well
is
subject to the Operator confirming in writing to the Egyptian General Petroleum
Corporation (“EGPC”), on behalf of all of the parties to this agreement, to
enter the Third Phase Election of the Concession Agreement. The Operator shall
advise EGPC to proceed with the Third Phase Election upon satisfaction of one
of
the below noted provisions:
a)
Sea
Dragon and MEII providing a Letter of Guarantee as may be required by EGPC
and
to their satisfaction to drill the second and third xxxxx, or
b)
if the
first well drilled results in a commercial oil discovery, and if the EGPC allows
and approves using the new discovery as collateral to enter the third
exploration phase without additional collateral, then the Operator, shall make
the Third Phase Election without satisfying any of the provisions stipulated
above. Sea Dragon, MEII, TransPacific, Xxxx and Dover shall jointly and
severally pledge the value of their respective interest in the EWA Concession
to
EGPC, if required by EGPC, to satisfy the work commitments under the Third
Phase
Election.
3.
All
other
terms and provisions of the previous Agreements between the above parties shall
remain the same.
4.
This
Extension Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective, heirs, executors, administrators,
successors and assigns.
IN
WITNESS WHEREOF,
the
parties have caused this Extension Agreement to be duly executed and delivered
as of the date first above-mentioned.
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DOVER
INVESTMENTS LIMITED
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Dated:
Jan.
9,
2007
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By:
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/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx, President
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Seal
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10
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MOGUL
ENERGY LTD.
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Dated:
Jan.
9, 2007
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By:
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/s/
Xxxxxx Xxxx
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Xxxxxx
Tyab, President
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Seal
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TRANSPACIFIC
PETROLEUM CORP.
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Dated:
Jan.
24,
2007
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By:
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/s/
Dr.
Ghareb X. Xxxx
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Xx.
Xxxxxxx X. Xxxx, President
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Seal
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Dated:
Jan
24, 2007
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||||
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By:
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/s/
Naeem
Tyab
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Xx.
Xxxxx Tyab, President
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Seal
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SEA
DRAGON ENERGY INC.
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Dated:
Jan.
3, 2007
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By:
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/s/
Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, President
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Seal
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Signed,
sealed and delivered by
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Xx.
Xxxxxxx X. Xxxx in the presence of:
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/s/
Xxxxxx Xxxx
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Name:
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/s/
Xx.
Xxxxxxx X. Xxxx
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Dated:
Jan. 24, 2007
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Xx.
Xxxxxxx X. Xxxx
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11
Schedule
“B”
THIS
ASSIGNMENT MADE EFFECTIVE THE 24th DAY OF JANUARY, 2007.
BETWEEN:
TRANSPACIFIC
PETROLEUM CORP.
of
Richmond, in the Province of British Columbia
(hereinafter
called “the Assignor”)
and
of
Seattle, in the State of Washington, U.S.A.
(hereinafter
called “the Assignee”)
WHEREAS
the Assignor does hold 25% of the mineral interests in lands as listed on the
attached Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the
Assignee all of the interests in its right, title, estate and interest in,
to
and under the said Leases.
NOW,
THEREFORE, in consideration of the premises and the payment by the Assignee
to
the Assignor of the sum of -----One
Dollar--------------00/100
($1.00)
(the
receipt of which sum is hereby acknowledge), THIS AGREEMENT
WITNESSTH:
1. The
Assignor hereby transfers, assigns and sets over unto the Assignee its right,
title and interest in, to and under the said Leases and in every extension
or
renewal thereof and in all benefit and advantage to be derived therefrom to
the
Assignee.
2. The
Assignor covenants that it has not transferred, assigned, hypothecated or
otherwise parted with any of its interest in the said Leases and that, subject
to the terms and provisions of the said Leases, it now has good right, full
power and absolute authority to transfer, set over and assign its interest
in
the said Leases to the Assignee in the manner aforesaid according to the true
intent and meaning of this assignment.
3. Subject
to the performance by the Assignee of the covenants and conditions contained
in
the said Leases, the Assignee shall hold and enjoy the interest conveyed to
it
hereunder for the residue of the term of the said Leases and every extension
or
renewal thereof for its own use and benefit by, through or under it. The
Assignee for its part covenants with the Assignor that it will be bound by,
observe and perform the Lessee’s covenants and agreements in the said Leases
reserved and contained and the Assignee agrees to indemnify and save harmless
the Assignor from and against the observation and performance of the said
covenants and agreements from and after the effective date of this
agreement.
4. Each
of
the parties hereto shall from time to time and at all times hereafter do all
such further acts and execute and deliver all such further deeds and documents
as shall be reasonably required in order to fully perform and carry out the
terms of this agreement.
5. It
is
hereby agreed that this assignment shall enure to the benefit of and be binding
upon the parties hereto, their successors and assigns.
12
IN
WITNESS WHEREOF the parties hereto have caused their corporate seals to be
hereunto affixed, attested by the hands of their respective proper officers
duly
authorized in that behalf, effective the date and year above
written.
SIGNED,
SEALED AND DELIVERED,
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ASSIGNOR:
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TRANSPACIFIC
PETROLEUM CORP.
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Per:
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/s/
Xx. Xxxxxxx Xxxx
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ASSIGNEE:
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Per:
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/s/
Naeem Tyab
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13
SCHEDULE
‘A’ - To the Assignment
Attached
to and forming part of an Assignment of Lease made effective the 24th day of
January, 2007 between TransPacific Petroleum Corp., as Assignor, and Mogul
Energy International, Inc., as Assignee
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Legal
Description
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Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
SE
13-9-30 W1M
|
112507365
|
Xxxxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
20, 2006
|
40.0
|
|
SE
13-9-30 W1M
|
112507365
|
Xxx
Xxxxxx and Xxxxx Xxxxxxx
|
25%
M&M
|
February
22, 2006
|
40.0
|
|
SE
13-9-30 W1M
|
112507365
|
Xxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
23, 2006
|
40.0
|
|
SE
13-9-30 W1M
|
112507365
|
Xxxxxx
Xxxxxxx
|
25%
M&M
|
March
9, 2006
|
40.0
|
|
SW
13-9-30 W1M
|
112507376
|
Xxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
23, 2006
|
40.0
|
|
SW
13-9-30 W1M
|
112507376
|
Xxx
Xxxxxx and Xxxxx Xxxxxxx
|
25%
M&M
|
February
22, 2006
|
40.0
|
|
SW
13-9-30 W1M
|
112507376
|
Xxxxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
20, 2006
|
40.0
|
|
SW
13-9-30 W1M
|
112507376
|
Xxxxxx
Xxxxxxx
|
25%
M&M
|
March
9, 2006
|
40.0
|
|
NE
21-9-30 W1M
|
112506432
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
|
NW
23-9-30 W1M
|
112507837
|
Xxxxx
May Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx and Xxxxx Xxxx
Xxxxxx
|
100%
M&M
|
February
28, 2006
|
160.0
|
|
SW
23-9-30 W1M
|
112507848
|
Xxxxx
May Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx and Xxxxx Xxxx
Xxxxxx
|
100%
M&M
|
February
28, 2006
|
160.0
|
|
NE
33-9-30 W1M
|
112507129
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
|
NW
33-9-30 W1M
|
112506331
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
|
SE
33-9-30 W1M
|
112507398
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
|
NE
17-9-31 W1M
|
112603340
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
|
NW
17-9-31 W1M
|
112603351
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
|
SE
17-9-31 W1M
|
112603362
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
|
SW
17-9-31 W1M
|
112603373
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
|
SE
13-9-33 W1M
|
112636649
|
Xxxxxxxxx
Xxx Xxxxxx
|
50%
M&M
|
February
22, 2006
|
80.0
|
|
SE
13-9-33 W1M
|
112636649
|
Xxxxx
Xxx Xxxxxxx
|
50%
M&M
|
March
7, 2006
|
80.0
|
|
SW
13-9-33 W1M
|
112636650
|
Xxxxx
Xxx Xxxxxxx
|
50%
M&M
|
March
7, 2006
|
80.0
|
|
SW
13-9-33 W1M
|
112636650
|
Xxxxxxxxx
Xxx Xxxxxx
|
50%
M&M
|
February
22, 2006
|
80.0
|
|
SE
13-10-30 W1M
|
112596509
|
Xxxx
Xxxxx
|
100%
M&M
|
February
24, 2006
|
160.0
|
14
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
NE
21-10-30 W1M
|
112597162
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
|
NW
21-10-30 W1M
|
112597173
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
|
SW
28-10-30 W1M
|
112597184
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
|
NE
32-10-30 W1M
|
114264413
|
Xxxxx
X. Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
|
NW
32-10-30 W1M
|
114264435
|
Xxxxx
XxXxxxxx Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
|
SW
32-10-30 W1M
|
114264424
|
Xxxxx
XxXxxxxx Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
|
NW
33-10-30 W1M
|
112596723
|
Xxxxx
Xxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
|
SW
33-10-30 W1M
|
112596734
|
Xxxxx
Xxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
|
NW
19-10-32 W1M
|
112464772
|
Xxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
NW
19-10-32 W1M
|
112464772
|
Xxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
NW
19-10-32 W1M
|
112464772
|
Xxxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
SE
19-10-32 W1M
|
114190714
|
Xxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
|
SE
19-10-32 W1M
|
114190714
|
Xxxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
|
SE
19-10-32 W1M
|
114190714
|
Xxxxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
|
SW
19-10-32 W1M
|
114190725
|
Xxxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
SW
19-10-32 W1M
|
114190725
|
Xxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
SW
19-10-32 W1M
|
114190725
|
Xxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
|
NW
23-10-32 W1M
|
112464615
|
Xxxxx
Xxxxxx (Younger)
|
100%
M&M
|
January
1, 2006
|
160.0
|
|
SW
23-10-32 W1M
|
112464626
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
|
SW
25-10-32 W1M
|
112464558
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
|
SW
26-10-32 W1M
|
112464514
|
Xxxx
Xxxx Xxxxxx, Xxxxxx Xxx Xxxxxx,
Xxxxxx
Xxx Xxxxxx and Xxxxxx Xxx Xxxxxxxx
|
50%
M&M
|
January
4, 2006
|
80.0
|
|
SE
26-10-32 W1M
|
112464547
|
Xxxxx
Xxxxxx Xxxxxxx
|
50%
M&M
|
November
3, 2005
|
80.0
|
15
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxx
Xxxxxx
|
3/40
M&M
|
December
12, 2005
|
17.7
|
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxxx
Xxxxxx
|
5/40
M&M
|
December
12, 2006
|
29.38
|
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxxx
Xxxxxxxx
|
3/40
M&M
|
March
7, 2006
|
17.7
|
|
NE
33-10-32 W1M
|
111726839
|
Xxxxxx
Xxxxxxxxx Bil (Younger)
|
50%
M&M Exc. Coal
|
November
16, 2005
|
80.0
|
|
NE
19-11-31 W1M
|
112542465
|
Xxxxxx
Xxxxxxxxx
|
100%
M&M
|
December
12, 2005
|
160.0
|
|
NE
2-11-32 W1M
|
112613284
|
The
Great-West Life Assurance Company
|
100%
M&M
|
January
1, 2006
|
158.06
|
|
SE
2-11-32 W1M
|
112613295
|
The
Great-West Life Assurance Company
|
100%
M&M
|
January
1, 2006
|
158.9
|
|
SE
3-11-32 W1M
|
112612665
|
Xxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
|
SW
3-11-32 W1M
|
112612676
|
Xxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
|
NE
5-11-32 W1M
|
112613239
|
Xxxxx
Xxxxx
|
100%
M&M
|
November
2, 2005
|
18.0
|
|
NE
5-11-32 W1M
|
112613172
|
Xxxxxxxx
Xxxxxxx Xxxxxxxxx and
Xxxxxxxx
Xxxxxx Xxxxxxxxx
|
100%
M&M
|
March
1, 2006
|
142.4
|
|
SW
5-11-32 W1M
|
114236827
|
Xxxx
Xxxxxxx XxXxxxxxx
|
100%
M&M
|
March
1, 2006
|
4.14
|
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
80.0
|
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
40.0
|
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
83.19
|
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
41.6
|
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
80.0
|
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
40.0
|
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
83.33
|
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
41.67
|
|
NE
9-11-32 W1M
|
161539678
161539689
|
Xxxxxx
North
|
25%
M&M
|
November
28, 2005
|
40.0
|
16
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
NE
9-11-32 W1M
|
112612575
|
Xxxxxxxx
Xxxxxxxxx North
|
25%
M&M
|
November
21, 2005
|
40.0
|
|
NE
9-11-32 W1M
|
112612575
|
Xxxxxxxxxx
Xxxx Xxx Xxxxxx
|
25%
M&M
|
November
21, 2005
|
40.0
|
|
NE
9-11-32 W1M
|
112612575
|
Xxxx
Xxxxxxx Xxx
|
25%
M&M
|
November
22, 2005
|
40.0
|
|
NW
9-11-32 W1M
|
112612553
|
Xxxxx
Xxxx
|
100%
M&M
|
November
30, 2005
|
160.0
|
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxxxx
Xxxxxxxxx North
|
25%
M&M
|
November
21, 2005
|
40.0
|
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxx
North
|
25%
M&M
|
November
28, 2005
|
40.0
|
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxxxxxx
Xxxx Xxx Xxxxxx
|
25%
M&M
|
November
21, 2005
|
40.0
|
|
SE
9-11-32 W1M
|
112612586
|
Xxxx
Xxxxxxx Xxx
|
25%
M&M
|
November
22, 2005
|
40.0
|
|
SW
9-11-32 W1M
|
112612564
|
Xxxx
Xxxx
|
100%
M&M
|
November
28, 2005
|
160.0
|
|
NE
10-11-32 W1M
|
112612496
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/3
M&M
|
December
15, 2005
|
54.0
|
|
NE
10-11-32 W1M
|
112612496
|
Xxxxxxx
Xxxxx XxXxxxxxxxx
|
1/3
M&M
|
December
21, 2005
|
54.0
|
|
NE
10-11-32 W1M
|
112612496
|
Clinton
Xxxx XxXxxxxxxxx
|
1/3
M&M
|
January
5, 2006
|
54.0
|
|
NW
10-11-32 W1M
|
114236793
114236782
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
15, 2005
|
25.6
|
|
NW
10-11-32 W1M
|
114236793
114236782
|
Xxxxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
21, 2005
|
25.6
|
|
NW
10-11-32 W1M
|
114236793
114236782
|
Clinton
Xxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
January
5, 2006
|
25.6
|
|
SW
10-11-32 W1M
|
114236805
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
15, 2005
|
27.0
|
|
SW
10-11-32 W1M
|
114236805
|
Xxxxxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
21, 2005
|
27.0
|
|
SW
10-11-32 W1M
|
114236805
|
Clinton
Xxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
January
5, 2006
|
27.0
|
|
NE
12-11-32 W1M
|
111444320
|
Xxxxxx
Xxxxxxx Xxxx
|
50%
M&M
|
January
1, 2006
|
80.0
|
|
NE
14-11-32 W1M
|
111308307
|
Xxxxxxx
Xxxxxxxxx XxXxxxxx
|
100%
M&M
|
November
22, 2005
|
160.0
|
|
NW
14-11-32 W1M
|
111308295
|
Xxxxxxx
Xxxxxxxx Xxxxxxxxx XxXxxxxx
|
100%
M&M
|
November
16, 2005
|
160.0
|
|
NE
15-11-32 W1M
|
114236748
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
2, 2005
|
80.0
|
|
NW
15-11-32 W1M
|
114236759
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
2, 2005
|
80.0
|
|
NE
17-11-32 W1M
|
114236681
114236670
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
78.75
|
|
NW
17-11-32 W1M
|
114236704
114236692
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
76.69
|
17
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
SE
17-11-32 W1M
|
114236726
114236715
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
77.94
|
|
SW
17-11-32 W1M
|
114236737
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
|
NE
18-11-32 W1M
|
112612104
|
Xxxxxx
Xxxxx
|
100%
M&M
|
December
9, 2005
|
10.02
|
|
NW
18-11-32 W1M
|
112612823
|
Xxxxxxxx
Xxxxxx
|
100%
M&M
|
November
2, 2005
|
165.76
|
|
NE
19-11-32 W1M
|
112612913
|
Xxxxxx
May Xxxxxxx
|
100%
M&M
|
March
1, 2006
|
160.0
|
|
SE
19-11-32 W1M
|
112612070
|
Xxxxxx
Xxxxx
|
100%
M&M
|
November
19, 2005
|
158.83
|
|
SW
19-11-32 W1M
|
112612081
|
Xxxxxx
Xxxxx
|
100%
M&M
|
November
19, 2005
|
158.7
|
|
NE
20-11-32 W1M
|
112612025
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
|
NW
20-11-32 W1M
|
112612036
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
|
NE
21-11-32 W1M
|
112612014
|
Xxxxxx
Xxxxx Xxxxxxx
|
50%
M&M
|
October
27, 2005
|
80.0
|
|
NE
21-11-32 W1M
|
112612014
|
Xxxxxx
Xxxxxx Xxxxx
|
50%
M&M
|
November
16, 2005
|
80.0
|
|
NW
21-11-32 W1M
|
112612801
|
Xxxxxx
Xxxxxx Xxxxx
|
50%
M&M
|
November
16, 2005
|
80.0
|
|
NW
21-11-32 W1M
|
112612801
|
Xxxxxx
Xxxxx Xxxxxxx
|
50%
M&M
|
October
27, 2005
|
80.0
|
|
NE
23-11-32 W1M
|
114236625
|
Xxxxxx
Field
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
|
NW
23-11-32 W1M
|
112612755
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
November
20, 2005
|
53.34
|
|
NW
23-11-32 W1M
|
112612755
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
|
NW
23-11-32 W1M
|
112612755
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
|
SE
23-11-32 W1M
|
114236636
|
Xxxxxx
Field
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
|
SW
23-11-32 W1M
|
112612766
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
|
SW
23-11-32 W1M
|
112612766
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
November
20, 2005
|
53.34
|
|
SW
23-11-32 W1M
|
112612766
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
|
NE
26-11-32 W1M
|
112611990
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
100%
M&M
|
November
2, 2005
|
160.0
|
|
NW
26-11-32 W1M
|
111308127
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.0
|
|
NW
26-11-32 W1M
|
111308127
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.0
|
|
SE
26-11-32 W1M
|
112612003
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
100%
M&M
|
November
2, 2005
|
160.0
|
18
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
SW
26-11-32 W1M
|
111308116
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.0
|
|
SW
26-11-32 W1M
|
111308116
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.0
|
|
SE
27-11-32 W1M
|
112612777
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
December
15, 2005
|
53.34
|
|
SE
27-11-32 W1M
|
112612777
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
|
SE
27-11-32 W1M
|
112612777
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
|
SW
30-11-32 W1M
|
112612160
|
The
Great-West Life Assurance Company
|
100%
M&M
|
November
16, 2005
|
160.0
|
|
NW
31-11-32 W1M
|
112612171
|
Xxxxxx
X. Xxxxxxx
|
100%
M&M
|
October
31, 2005
|
160.0
|
|
SE
31-11-32 W1M
|
114236603
|
Xxxxxx
Xxxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
October
31, 2005
|
80.0
|
|
SW
31-11-32 W1M
|
114236614
|
Xxxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
October
31, 2005
|
160.0
|
|
NE
35-11-32 W1M
|
111307283
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.22
|
|
NE
35-11-32 W1M
|
111307283
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.22
|
|
NW
35-11-32 W1M
|
111307294
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.2
|
|
NW
35-11-32 W1M
|
111307294
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.2
|
|
SE
35-11-32 W1M
|
111307306
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.2
|
|
SE
35-11-32 W1M
|
111307306
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.2
|
|
SW
35-11-32 W1M
|
111615386
|
Xxxxx
X. Xxxxxxxx
|
100%
M&M
|
November
8, 2005
|
161.0
|
|
SW
36-11-32 W1M
|
112612890
|
Xxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
November
3, 2005
|
80.0
|
|
NE
2-12-32 W1M
|
111307317
|
Xxxxx
Xxx Xxxxxx
|
50%
M&M
|
March
15, 2006
|
80.0
|
|
NE
2-12-32 W1M
|
111307317
|
Cody
Xxxx Xxxxxx
|
50%
M&M
|
March
15, 2006
|
80.0
|
|
NW
2-12-32 W1M
|
111307328
|
Xxxxxx
Xxxxxx Xxxxxxx
|
100%
M&M
|
March
2, 2006
|
160.0
|
|
SE
3-12-32 W1M
|
111376403
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
|
NE
3-12-32 W1M
|
111376391
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
19
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
NW
3-12-32 W1M
|
111376414
111376447
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
|
SW
3-12-32 W1M
|
111376425
111376436
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc.Coal
|
March
2, 2006
|
80.0
|
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
Note:
The above list is subject to unintentional mistakes and
>omissions
and lists certain leases that have not been paid. Leases for
>acreage
that has not and may not be paid for will be subject to having
>the
mineral rights rescinded.
20
Schedule
“C”
THIS
ASSIGNMENT MADE EFFECTIVE THE 24th DAY OF JANUARY, 2007.
BETWEEN:
TRANSPACIFIC
PETROLEUM CORP.
of
Richmond, in the Province of British Columbia
(hereinafter
called “the Assignor”)
and
of
Seattle, in the State of Washington, U.S.A.
(hereinafter
called “the Assignee”)
WHEREAS
the Assignor did lease mineral interests in lands as listed on the attached
Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the Assignee
all of the interests in its right, title, estate and interest in, to and under
the said Leases.
NOW,
THEREFORE, in consideration of the premises and the payment by the Assignee
to
the Assignor of the sum of -----One
Dollar--------------00/100
($1.00)
(the
receipt of which sum is hereby acknowledge), THIS AGREEMENT
WITNESSTH:
1. The
Assignor hereby transfers, assigns and sets over unto the Assignee its right,
title and interest in, to and under the said Leases and in every extension
or
renewal thereof and in all benefit and advantage to be derived therefrom to
the
Assignee.
2. The
Assignor covenants that it has not transferred, assigned, hypothecated or
otherwise parted with any of its interest in the said Leases and that, subject
to the terms and provisions of the said Leases, it now has good right, full
power and absolute authority to transfer, set over and assign its interest
in
the said Leases to the Assignee in the manner aforesaid according to the true
intent and meaning of this assignment.
3. Subject
to the performance by the Assignee of the covenants and conditions contained
in
the said Leases, the Assignee shall hold and enjoy the interest conveyed to
it
hereunder for the residue of the term of the said Leases and every extension
or
renewal thereof for its own use and benefit by, through or under it. The
Assignee for its part covenants with the Assignor that it will be bound by,
observe and perform the Lessee’s covenants and agreements in the said Leases
reserved and contained and the Assignee agrees to indemnify and save harmless
the Assignor from and against the observation and performance of the said
covenants and agreements from and after the effective date of this
agreement.
21
4. Each
of
the parties hereto shall from time to time and at all times hereafter do all
such further acts and execute and deliver all such further deeds and documents
as shall be reasonably required in order to fully perform and carry out the
terms of this agreement.
5. It
is
hereby agreed that this assignment shall enure to the benefit of and be binding
upon the parties hereto, their successors and assigns.
IN
WITNESS WHEREOF the parties hereto have caused their corporate seals to be
hereunto affixed, attested by the hands of their respective proper officers
duly
authorized in that behalf, effective the date and year above
written.
SIGNED,
SEALED AND DELIVERED,
|
ASSIGNOR:
|
||
|
TRANSPACIFIC
PETROLEUM CORP.
|
||
|
Per:
|
/s/
Xx. Xxxxxxx Xxxx
|
|
|
ASSIGNEE:
|
||
|
Per:
|
/s/
Naeem Tyab
|
|
22
SCHEDULE
‘A’ - To the Assignment
Attached
to and forming part of an Assignment of Lease made effective the 24th day of
January, 2007 between TransPacific Petroleum Corp., as Assignor, and Mogul
Energy International, Inc., as Assignee
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
NW
26-9-30 W1M
|
114143576
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
|
SW
26-9-30 W1M
|
114143598
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
|
SE
26-9-30 W1M
|
114143587
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
39.5
|
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxx
Xxxxx Xxxxxxxx
|
25%
M&M
|
March
16, 2006
|
40.0
|
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxx
Xxxxx Xxxxxxxx
|
25%
M&M
|
March
16, 2006
|
39.5
|
|
NW
35-9-30 W1M
|
112506656
|
Xxxxxxxx
Xxxx Xxxxx
|
2/3
M&M
|
April
5, 2006
|
106.67
|
|
NE
35-9-30 W1M
|
112506702
|
Xxxxxxxx
Xxxx Xxxxx
|
100%
M&M
|
April
5, 2006
|
160.0
|
|
NW
35-9-30 W1M
|
112506656
|
Xxxxxx
Xxxx Xxxxxxxx
|
1/3
M&M
|
April
11, 2006
|
53.34
|
|
SW
16-10-30 W1M
|
161412162
161412151
|
Xxxxxx
Xxxxx Xxxxxxxxx and
Xxxx
Xxxxxx Xxxxxxxxx
|
100%
M&M
|
March
21, 2006
|
143.32
|
|
NE
15-10-33 W1M
|
112689300
|
Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx and
Xxxx
Xxxxxxx Xxxxxx
|
100%
M&M
|
April
6, 2006
|
158.0
|
|
NW
15-10-33 W1M
|
112689298
|
Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx and
Xxxx
Xxxxxxx Xxxxxx
|
100%
M&M
|
April
6, 2006
|
158.6
|
|
SE
21-10-33 W1M
|
161595850
|
Xxxxxxxx
Xxxxxx
|
100%
M&M
|
April
6, 2006
|
160.0
|
|
NW
21-10-33 W1M
|
120718144
|
Xxxxxxxx
Xxxxxx
|
50%
M&M except Coal
|
April
6, 2006
|
80.0
|
|
NE
28-11-32 W1M
|
112612698
|
Xxxxxxxx
Xxxx Xxxxxx
|
100%
M&M
|
April
25, 2006
|
160.0
|
|
SW
22-11-32 W1M
|
114236669
|
Xxxxxxxx
Xxxx Xxxxxx
|
50%
M&M
|
April
25, 2006
|
80.0
|
|
NW
22-11-32 W1M
|
114236658
|
Xxxxxxxx
Xxxx Xxxxxx
|
50%
M&M
|
April
25, 2006
|
80.0
|
|
NE
23-10-30 W1M
|
112597106
|
Xxxxxx-Xxxxx
XxXxxx and Xxxxx Xxxxxx XxXxxx
|
100%
M&M
|
March
28, 2006
|
160.0
|
|
SE
4-10-30 W1M
|
112597915
|
Xxxxxxx
Xxxxxx and Xxxxx Xxxxxx
|
100%
M&M
|
May
6, 2006
|
160.0
|
|
SW
4-10-30 W1M
|
112597791
|
Xxxxxxx
Xxxxxx and Xxxxx Xxxxxx
|
100%
M&M
|
May
6, 2006
|
160.0
|
|
NE
30-11-32 W1M
|
112612845
|
Xxxxxxxxxx
Sim
|
50%
M&M
|
April
1, 2006
|
80.0
|
|
NE
30-11-32 W1M
|
112612845
|
Xxxxx
Xxxxx
|
50%
M&M
|
April
1, 2006
|
80.0
|
|
NW
30-11-32 W1M
|
112612856
|
Xxxxxxxxxx
Sim
|
50%
M&M
|
April
1, 2006
|
82.21
|
23
|
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
|
NW
30-11-32 W1M
|
112612856
|
Xxxxx
Xxxxx
|
50%
M&M
|
April
1, 2006
|
82.21
|
|
SW
15-10-33 W1M
|
120718122
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
30, 2006
|
27.0
|
|
SE
15-10-33 W1M
|
120718111
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
30, 2006
|
27.0
|
|
NE
13-10-30 W1M
|
112597443
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/9
M/M
|
May
30, 2006
|
18.0
|
|
SW
15-10-33 W1M
|
120718122
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
31, 2006
|
27.0
|
|
SE
15-10-33 W1M
|
120718111
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
31, 2006
|
27.0
|
|
NE
13-10-30 W1M
|
112597443
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/9
M/M except Coal
|
May
31, 2006
|
18.0
|
|
NW
33-10-30 W1M
|
112596734
|
Xxxxxxx
Xxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
|
SW
33-10-30 W1M
|
112596723
|
Xxxxxxx
Xxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
|
NW
33-10-30 W1M
|
112596723
|
Xxxxx
Xxxx Xxxxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
|
SW
33-10-33 W1M
|
112596734
|
Xxxxx
Xxxx Xxxxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
40.0
|
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
41.6
|
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
40.0
|
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
41.67
|
|
SW
34-11-32 W1M
|
114236524
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
|
NE
33-11-32 W1M
|
114236535
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
|
NW
33-11-32 W1M
|
114236546
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
|
SE
33-11-32 W1M
|
114236557
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
|
SW
33-11-32 W1M
|
114236568
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
Note:
The above list is subject to unintentional mistakes and
>omissions
and lists certain leases that have not been paid. Leases for
>acreage
that has not and may not be paid for will be subject to having
>the
mineral rights rescinded.
24
Schedule
“D”
RELEASE
This
release is entered into by TransPacific Petroleum Corp., Xxxxxxx Xxxx (“the
“Releasors”), for the benefit of Sea Dragon Energy Inc., Mogul Energy Ltd., and
Mogul Energy International, Inc. (collectively, the “Releasees”).
In
consideration of the Releasors and the Releasees agreeing to enter into the
Settlement Agreement, dated for reference January 24, 2007 and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Releasors and the Releasees,
each of
them and on behalf of each of their respective predecessors, successors,
administrators, assigns, officers, employees, agents and partners, do hereby
release, acquit, remise and forever discharge the Releasees and the Releasors,
their respective predecessors, successors, administrators, assigns, directors,
officers, employees, agents and partners, of and from all manner of actions,
causes of actions, suits, debts, dues, claims, demands for monies, damages,
indemnity, obligations, duties, costs, interest, loss or injury of every nature
or kind, whether arising by legislation, otherwise by law or in any way
whatever, which, as against the Releasees or the Releasors, they ever had,
now
have or which they hereafter can, shall or may have for or by reason of any
cause, matter or thing existing up to the present time, including, without
limiting the generality of the foregoing, any and all liabilities, obligations,
duties, responsibilities, actions, causes of action, claims, liability or rights
to compensation and demands of any nature or kind, arising out of or in any
way
related to the facts alleged and relief claimed in Transpacific
Petroleum Corp. et .al. v. Mogul Energy International, Inc., Sea Dragon Energy
Inc and Mogul Energy Ltd., British
Columbia Supreme Court, Vancouver Registry, Action No. S066789 (the
“Action”).
The
Releasors and the Releasees hereby covenant and agree not to make any claims
or
take any proceedings in any court or tribunal against any person, partnership,
corporation or other entity, who or which might take action against or claim
recovery, contribution, indemnity or other relief over against or from the
Releasees or the Releasors or any of them with respect to the matters herein
released; if any of the Releasors or the Releasees make such a claim or take
any
such proceedings, then that party or parties shall indemnify and save harmless
the Releasees and the Releasors from all resulting liabilities, obligations
and
costs, including reasonable legal fees incurred in relation
thereto.
The
Releasors and the Releasees agree that this Mutual Release shall be binding
upon
and enure to the benefit of the Releasees’ and the Releasors’ respective heirs,
representatives, successors and assigns.
The
Releasors and the Releasees agree that nothing herein shall be taken as an
admission of liability on the part of any of the Releasees or Releasors in
respect of any cause or matter whatsoever, such liability being expressly
denied.
The
terms
of this Release are contractual and not merely recitals.
In
witness whereof Transpacific,
Xxxx, Sea Dragon, MEII and Mogul
have
caused this Release to be executed.
25
TransPacific
Petroleum Corp.
|
/s/
Xx. Xxxxxxx Xxxx
|
Xxxx
|
January
24, 2007
|
|
|
Xx.
Xxxxxxx Xxxx - President
|
|||
|
/s/
Dr._Ghareeb Xxxx
|
January
24, 2007
|
||
|
Xx.
Xxxxxxx Xxxx
|
|||
|
/s/
Xxxxxx Xxxx
|
January
24, 2007
|
||
|
Witnessed
by: Xxxxxx Xxxx
|
|||
|
Mogul
Energy International, Inc.
|
|||
|
/s/
Naeem Tyab
|
Seal
|
January
24, 2007
|
|
|
Naeem
Tyab - President
|
26
