THIS AGREEMENT is dated for reference October 18, 2004 BETWEEN:
THIS AGREEMENT is dated for reference October 18, 2004
BETWEEN:
XXXXX OIL & GAS CORPORATION (formerly, Xxxxx Resources Corporation) a British Columbia Company, of Xxxxx 0000, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0; | ||
( “Xxxxx”) |
AND:
XXXXX XXXXXX, of 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx | ||
(“Xxxxxx”) | ||
WHEREAS:
A.
For the period from June, 2000 through March, 2002, Xxxxxx provided financial assistance to Xxxxx by way of arranging for the private placement sale of shares of Xxxxx and arranging for loans to Xxxxx from time to time, for which Xxxxxx may not have been adequately compensated;
B.
In March, of 2002, Xxxxxx assisted in raising further financing for Xxxxx in the amount of Six Hundred Thousand U.S. ($600,000.00US) Dollars as part of an aggregate US$2,000,000 convertible debenture financing undertaken by Xxxxx; and
C.
By letter dated March 27, 2002 directed to Xxxxxx, Xxxxx agreed, in consideration of Xxxxxx'x past efforts in raising funds for Xxxxx and in further consideration of Xxxxxx'x assisting in the completion of the full $2,000,000 debenture offering and Xxxxxx'x agreement to assist in future financing, that Xxxxx would assign to Xxxxxx a 0.42% gross overriding royalty ("GOR") over Derek's Lak Ranch oil and gas leases; and
D.
The full debenture funding of US$2,000,000 was not completed and, accordingly, the 0.42% GOR was not assigned by Xxxxx to Xxxxxx;
X.
Xxxxxx has represented to Xxxxx that he has the ability to assist Xxxxx in further fund raisings through institutional or accredited investors in the United Kingdom and Europe;
F.
Xxxxx and Xxxxxx have agreed that in consideration of Xxxxxx raising, or causing to be raised, a minimum of Four Hundred Thousand Canadian ( $400,000.00 Cdn.) Dollars in new financing for Xxxxx through institutional or accredited investors, that Xxxxx will, upon the completion of such financing, assign to Xxxxxx a 0.42% GOR over its Lak Ranch oil and gas leases, the assignment of such GOR to be in full and final satisfaction of any obligations existing between Xxxxx and Xxxxxx with respect to Xxxxxx'x fund raising efforts on Derek's behalf;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1.
Interpretation
This Agreement and all matters arising hereunder will be governed by, construed and enforced in accordance with the laws of the Province of British Columbia.
2.
Engagement
Xxxxx hereby engages Xxxxxx as a finder to assist Xxxxx in raising funds in the United Kingdom and in Europe from institutional and sophisticated investors.
3.
Term
(a)
Subject to prior termination in accordance with Section 10, this Agreement will be effective October , 2004 and will remain in full force and effect up to and including March , 2005; and
(b)
If Xxxxx wishes to engage Xxxxxx after the term of this Agreement has expired, all work performed will be completed on a month-to-month basis at a remuneration to be further negotiated between Xxxxxx and Xxxxx.
4.
Remuneration
In consideration of Xxxxxx'x assisting Xxxxx in raising a minimum of Four Hundred Thousand Canadian ($400,000.00 Cdn.) Dollars by way of private placement, convertible debenture or other equity participation in Xxxxx on terms acceptable to Xxxxx and to the regulatory authorities having jurisdiction over the affairs of Xxxxx, Xxxxx will, upon completion of such financing, transfer and assign to Xxxxxx a 0.42% GOR over Derek's Lak Ranch oil and gas leases. Xxxxxx and Xxxxx acknowledge and agree that the assignment of the said 0.42% GOR to Xxxxxx by Xxxxx shall constitute a full and final settlement of any and all claims which Xxxxxx or Xxxxx xxx have, each against the other.
5.
Expenses
Xxxxxx shall be solely responsible for all expenses and disbursements in connection with the performance of his duties under this Agreement.
6.
Representations and Warranties of Xxxxx
Xxxxx hereby represents and warrants to Xxxxxx that:
(a)
Xxxxx is a duly incorporated company pursuant to the provisions of the Business Corporations Act (British Columbia) and is in good standing in the office of the Registrar of Companies in the Province of British Columbia with respect to the filing of annual returns;
(b)
The common shares in the capital of Xxxxx are listed and posted for trading on the TSX Venture Exchange;
(c)
Xxxxx is not in default of any of the terms and conditions of the listing agreement made between Xxxxx and the TSX Venture Exchange and, to the best of Derek’s knowledge, information and belief, Xxxxx has complied with all of the rules and policies of the TSX Venture Exchange;
(d)
To the best of Derek’s knowledge, information and belief, Xxxxx has complied with the continuous disclosure requirements as set out in the Securities Act (British Columbia);
(e)
The execution and delivery of this Agreement has been duly authorized by all required corporate action on behalf of Xxxxx.
7.
Representations and Warranties
Xxxxxx hereby represents and warrants to Xxxxx that:
(a)
Xxxxxx will ensure that any and all fund raising activities provided to Xxxxx will be in compliance with the securities laws of the jurisdiction in which such activities are conducted and that such activities will be conducted in accordance with the policies of the TSX Venture Exchange;
(b)
Xxxxxx is knowledgeable with respect to securities laws and regulations with respect to fund raising activities in the United Kingdom and Europe and the Policies of the TSX Venture Exchange and will seek instructions from Derek’s advisors if deemed necessary by Xxxxx or Xxxxxx; and
(c)
While this Agreement is in effect, Xxxxxx will summarize in writing any and all fund raising activities provided or planned to be provided to Xxxxx as periodically requested by Xxxxx.
8.
Covenants of Xxxxx
Xxxxx hereby covenants and agrees with Xxxxxx that:
(a)
During the term of this Agreement, Xxxxx will promptly advise Xxxxxx of:
(i)
any material change in the business or affairs of Xxxxx;
(ii)
any cease trade order or trading halt made or imposed upon Xxxxx, any of the directors, senior officers or insiders of Xxxxx by any commission, exchange, governmental or self-regulatory body having jurisdiction over Xxxxx and its affairs;
(b)
Xxxxx will deliver to Xxxxxx copies of all annual financial statements, quarterly reports, news releases, material change reports and other documentation required to be filed by Xxxxx with the TSX Venture Exchange or other regulatory body having jurisdiction over Derek’s affairs within ten (10) business days of the date such documents are to be filed by Xxxxx; and
(c)
Xxxxx will advise its directors, senior officers and senior employees not to disclose to Xxxxxx any confidential information pertaining to Derek’s business and affairs until Xxxxx has complied with any applicable continuous disclosure requirements in force.
9.
Covenants of Xxxxxx
Xxxxxx covenants and agrees with Xxxxx that:
(a)
In performing his duties hereunder, he will comply with all applicable securities legislation and regulations;
(b)
No use may be made of confidential information relating to Derek’s business and affairs until Xxxxx has complied with the continuous disclosure requirements applicable to it;
(c)
Xxxxxx will not disclose the private affairs of Xxxxx or any secrets of Xxxxx to any persons other than the board of directors of Xxxxx or as may be required by the laws of Canada or any province therein; and
(d)
Xxxxxx will act in the best interests of Xxxxx and will not make any misrepresentations whatsoever with respect to Derek’s business and affairs.
10.
Termination of Agreement
(a)
This Agreement will terminate on the earlier of March
, 2005 or the day which is thirty (30) days after the day either Xxxxx or Xxxxxx gives written notice of termination to the other party.
(b)
Termination of this Agreement shall not operate to relieve either party of any obligation on the part of that party which arose before the date of notice of termination.
11.
Return of Materials
Upon the expiration of the term of this Agreement or earlier termination of this Agreement in accordance with Section 10 hereof, Xxxxxx will return to Xxxxx all materials in its possession which have been delivered to it by Xxxxx.
12.
General
(a)
Time of Essence
Time is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.
(b)
Enurement
This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns.
(c)
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous expectations, understandings, communications, representations and agreements, whether verbal or written between the parties with respect to the subject matter hereof and, in particular, the letter agreement referenced in recital C hereof, a copy of which is annexed as Schedule "A".
(d)
Further Assurances
Each of the parties hereto covenants and agrees to execute such further and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.
(e)
Notices
All notices, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given if delivered by hand or mailed, postage prepaid, addressed to the parties at their addresses first set forth above or to such other address as may be given in writing by Xxxxx and will be deemed to have been received, if delivered, on the date of delivery and, if mailed as aforesaid within Canada, then on the fifth business day following the posting thereof, provided that if there will be, between the time of mailing and the actual receipt of the notice, a mail strike, slowdown or other labour dispute which might affect the delivery of the notice by the mails, then the notice will only be effective if actually delivered.
(f)
Severability of Clauses
In the event that any provisions of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
(g)
Assignment
This Agreement will not be assignable by either of the parties hereto.
(h)
Execution in Counterpart
This Agreement may be executed in counterpart, each of which such counterparts, notwithstanding the date or dates upon which this Agreement is executed and delivered by any of the parties, shall be deemed to be an original and all of which will constitute on e and the same agreement, effective as of the reference date given above.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.
EXECUTED BY XXXXX OIL & GAS CORPORATION in the presence of: Authorized Signatory | ) |
|
EXECUTED BY XXXXX XXXXXX in the presence of :
| ) ) ) ) ) ) | XXXXX XXXXXX |
c:\data\d\xxxxx\agmt\finder's fee agmt - xxxxx - xxxxxx.doc
SCHEDULE "A"
c:\data\d\xxxxx\agmt\finder's fee agmt - xxxxx - xxxxxx.doc
