ASSET PURCHASE AGREEMENT
THIS
AGREEMENT made as of the
16 day of November, 2007.
AMONG;
BULLDOG
FINANCIAL INC., a corporation incorporated pursuant to the laws of the
State of Nevada having a registered office Xxxxx 000, 0000 Xxxx Xxxx, Xxxx,
Xxxxx xx Xxxxxx, XXX.
(Hereinafter
called 'Bulldog')
AND
UNITED
OIL & GAS CONSORTIUM MANAGAMENET CORP., a corporation incorporated
pursuant to the laws of State of Nevada, having a business office at 0000
X
Xxxxxx Xxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000.
(Hereinafter
called "United")
AND
STRATEGIC
NINE CORPORATION, a corporation incorporated pursuant to the
laws of State of Nevada, having a business office at 0000 X Xxxxxx Xxx, Xxxxx
000 Xxx Xxxxx, Xxxxxx 00000.
(Hereinafter
called "Strategic")
AND:
STERLING
OIL AND GAS TRUST (NZ), a corporation incorporated pursuant to
the laws of New 7aaland, having a USA business office at 0000 X Xxxxxx Xxx,
Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000.
(Hereinafter
called "Sterling")
WHEREAS:
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
1
A.
|
On
May 9, 2006, United, Strategic and Sterling filed a claim with
the United
Nations General Assembly and the countries of Canada, Russia, United
States of America, Norway and Denmark, claiming, as a responsible
oil and
gas development agent of the "common heritage of mankind.", the
sole and
exclusive exploitation, development, marketing and extraction rights
to
the oil and gas resources of the seafloor and subsurface contained
with
the entire Arctic Ocean Common area beyond the exclusive economic
zone of
the Arctic Ocean's surrounding countries (the "Arctic Claims").
A copy of
the filing is attached hereto as Schedule
"A".
|
B.
|
Strategic,
Sterling and United hold 4, 43 and 53 per cent interests, respectively,
in
the Arctic Claims.
|
C.
|
Bulldog
wishes to purchase a thirty (30) per cent interest in the Arctic
Claims,
to be acquired from Strategic (1 per cent), Sterling (28 per cent)
and
United (1 per cent).
|
X.
|
Xxxxxxxx,
the original Arctic Claims founder, shall retain a 10% gross production
royalty, net of cash lifting costs only from any hydrocarbons produced
within the Arctic Claims for 150
years.
|
NOW
THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements provided in this Agreement, and for
other
good and valuable consideration (the receipt and sufficiency of which is
hereby
acknowledged), the parties hereto agree each with the others as
follows:
ARTICLE
1
INTERPRETATION
Section
1.01 Definitions.
Whenever used in this
Agreement the following terms shall have the following
meanings, respectively:
(a)
|
"Agreement'
means this agreement and the schedules hereto as amended from time
to
time;
|
(b)
|
"Affiliate"
means a Subsidiary of a parent company, two Subsidiaries of the
same
parent company,
or two companies controlled (de jure) by the same person;
|
(c)
|
"Closing
Date" means October 9, 2007 or such other date as may be agreed
to among
the parties;
|
(d)
|
"Closing"
means the closing that which will occur on the Closing Date;
|
(e)
|
'Bulldog
Shares" means fully voting common shares of par value $0.00001
per share
in the
common stock of Bulldog as constituted at the date of this Agreement;
|
(f)
|
"NASDAQ"
means the National Association of Securities Dealers of the United
States
automated
securities quotation system;
|
(g)
|
"Party"
and "Parties" means Bulldog and United and any one or more of them,
as the
context may require;
|
(h)
|
"Subsidiary"
means a company controlled (de jure), directly or indirectly, by
another
company.
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
2
Section
1.02 Schedules
The
following are the schedules appended to and forming part of this
Agreement.
Schedule
"A”
-
Arctic Claims United Nations Filing
Schedule
"B”
-
Bulldog Financial Statements
ARTICLE
2
PURCRASE
OF ARCTIC CLAIMS
Section
2.01 Artic
Claims In consideration of Bulldog delivering to United
1,750,000 restricted common shares in the capital of Bulldog issued from
its
treasury to United in its own, right and as agents for Strategic and Sterling,
on Closing, United, Strategic and Sterling shall collectively sell and Bulldog
shall purchase a thirty per cent interest in the Arctic Claims.
Section
2.02 Deliveries
of United on United. On Closing United, Strategic and Sterling
shall each execute and deliver (i) a certified copy of a resolution or
resolutions of the directors of each company authorizing this Agreement;
(ii)
affirmative vote of its shareholders, as required by applicable corporate
or
securities laws; and (iii) such other items of documentation as counsel to
the
Parties and any of them may advise and the Parties or any of them may reasonably
request
Section
2.03 Deliveries
of Bulldog on Closing. On Closing Bulldog shall execute and
deliver (i) the Bulldog Consideration; (ii) a certified copy of a resolution
or
resolutions of the directors of Bulldog authorizing this Agreement; (iii)
resignations of comfit directors and filling of vacancies with Xxxxx Xxxxxxxx,
Xxxxxx X. Xxxxxx, Xxxxx St Xxxxxxx and a nominee of Xxxxx Xxxxxxxx (for the
purpose of closing one such vacancy must be filled); and (iv) such other
items
or documentation as counsel to the Parties or any of them may advise and
the
Parties of any of them may reasonably request.
Section
2.04 Registration
of Bulldog Shares. Bulldog shall register the 1,750,000 restricted shares
and
pay
all costs involved in registering the shares to make them free trading at
the
earliest possible date.
ARTICLE
3
REPRESENTATIONS
AND WARRANTIES
Section
3.01 Representations
and Warranties of BullDog. Bulldog hereby represents and
warrants to
United
as
follows:
(a)
|
Organization. Bulldog
is a corporation duly incorporated and organized and validly subsisting
under the laws of the State of Nevada and has all, requisite porate
power,
capacity and authority to own or lease its property and
assets.
|
(b)
|
Power
and Authority: Bulldog has all requisite corporate power, authority
and capacity to perform the obligations of Bulldog provided in
this
Agreement.
|
(c)
|
Enforceability. This
Agreement and all other agreements and documents required to be
delivered
by Bulldog pursuant to this Agreement constitute, or at the time
of
delivery of the same will constitute, legal, valid and binding
enforceable
obligations of Bulldog.
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
3
(d)
|
Authorized
and Issued Capital. The authorized capita,' of Bulldog consists of
200,000,000 shares of common stock, $0.00001 par value, of which
not more
than 29 million common shares have been duly and validly issued
prior to
the issuance of the shares referred to in paragraph 201 and are
outstanding as fully paid and non-assessable shares in the capital
of
Bulldog, free and clear of all liens and
encumbrances.
|
(e)
|
NASDAQ
Quotation. The Bulldog Shares are quoted for trading through the
facilities of NASDAQ Overate Counter Quotation Network ("OTCBB")
and no
cease trading or Similar order of NASDAQ or any other securities
regulatory authority has been made or issued and is outstanding
or is
threatened to be made or issued which prohibits or restricts or
would
prohibit or restrict the quotation of Bulldog Shares through the
facilities of NASDAQ or otherwise nor is Bulldog aware of any reason
or
basis for or upon which any such order or ruling could be made
or
issued.
|
(f)
|
Options. No
person has any agreement or option, or any right or privilege (whether
by
law, pre-emptive or contractual) capable of becoming an agreement
or
option, including convertible securities, warrants or convertible
obligations of any nature, for the purchase, subscription, allotment
or
issuance of any shares or securities convertible into shares in
the
capital of Bulldog.
|
(g)
|
Financial
Statements. Each of the Bulldog Annual Financial
Statements and the Interim Financial Statements dated August 31..
2007 are
attached hereto as Schedule "B" have been prepared in accordance
with,
generally accepted accounting principles and the requirements of
the
Securities Act of 1934 (U.S.) and fairly and accurately present
and will
on Closing fairly and accurately present the financial position
and
results of operations of Bulldog for the periods reported on therein
and
as at the date thereof respectively, and there has been no material
adverse change in the financial position, results of operations
or
business or affairs of Bulldog from the dares thereof respectively,
to
Closing
|
(h)
|
Related
Party Transactions. No indebtedness, liability
(including fixed or contingent liability) or contract exists, directly
or
indirectly, between any shareholder, officer or director of Bulldog
or any
member of the families of such persons ("Related Parties") on the
one hand
and Bulldog on the other.
|
(i)
|
Material
Contracts. Bulldog is not subject to or bound by any material
contract or Commitment.
|
(j)
|
Litigation. There
is no action suit, proceeding, claim or demand by any person which
is
threatened or outstanding against Bulldog. To the best of the knowledge
of
Bulldog, there is no investigation by any governmental or other
instrumentality, authority or agency pending or threatened against
Bulldog
and Bulldog knows of no valid basis for any such investigation.
Bulldog is
not subject to any judgment order or decree entered in any lawsuit
or
proceeding.
|
(k)
|
Assets. Bulldog
is the legal and beneficial owner of all of the property and assets
(whether real or personal, tangible or intangible) now used or
owned by it
and Bulldog has good and marketable title to all such property
and assets
free and clear of any and all claims, liens, mortgage, charges,
security
interests or other encumbrances,
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
4
(l)
|
Full
Disclosures. This Agreement does not contain any untrue
statement of material fact or omit any statement of a material fact
necessary in order to make the statements contained herein not
misleading.
There is no fact known to Bulldog which materially adversely affects
the
business, prospects or financial condition of -Bulldog or which
might
reasonably be expected to deter a reasonable purchaser from completing
the
transaction of purchase and sale herein contemplated which has
not been
set forth in this Agreement (other than economic conditions and
factors
applicable to business in general).
|
Bulldog
hereby acknowledges and agrees that Linked will be relying on the
representations and warranties made by Bulldog in this Agreement tin completing
the transactions provided herein. Bulldog hereby agrees not to do or cause
anything to be done between the date of this Agreement and Closing which
might
cane any of the foregoing representation and warranties to be untrue at
Closing.
Section
3.02 Representations
find Warranties of United, Strategic and Sterling Each. Company hereby
represents and warrants to Bulldog as follows:
(a)
|
Organization.
Each Company is a corporation duly and validly incorporated and
organized
and validly subsisting under the laws of the State of Nevada (Sterling
–New Zealand) and has all requisite corporate power, capacity and
authority to own or lease its property and assets, and is in good
standing
in all jurisdictions in which the nature of the its business or
the
property owned or leased by it makes such qualification, licensing
or
registration necessary.
|
(b)
|
Power
and Authority. Each Company has all requisite corporate
power, capacity and authority to enter into this Agreement and
to perform
the obligations of each Company provided in this
Agreement.
|
(c)
|
Enforceability
This Agreement and all other agreements and documents required
to be
delivered by each Company pursuant to this Agreement constitute,
or at the
time of delivery of the same will constitute, legal, valid and
binding
enforceable obligations of each
Company.
|
(d)
|
Compliance
with. Laws Each Company is conducting its business in
compliance in all material respects with all applicable laws, regulations,
policies, ordinances, codes, orders, deficiency notices, notices
of
violation or other notices concerning its business which have been
issued
by any regulatory or other governmental department, authority or
agency
and there are no matters under discussion with any such department,
authority or agency relating to work orders., non-compliance orders,
deficiency notices, notices of violation or other
notices.
|
(e)
|
Arctic
Claims
Each Company
is the legal and beneficial owner of the Arctic Claims in the percentage
interests set out herein, free and dear of any and all claims,
liens,
mortgages, charges, security interests or other
encumbrances.
|
(f)
|
Full
Disclosure This Agreement does not contain any untrue statement of
a material fact or omit any statement of a material fact necessary
in
order to make the statements contained herein not misleading. There
is no
fact known to each Company which materially adversely affects the
quality
of title to the Arctic Claims or which might reasonably be expected
to
deter a reasonable purchaser from completing the transaction of
purchase
and sale herein contemplated which has not been set forth in this
Agreement (other than economic conditions and factors applicable
to
business in general);
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
5
ARTICLE
4
COVENANTS
Section
4.01 Covenants
of United, Strategic and Sterling. Each Company covenants and
agrees to provide to Bulldog all necessary information relating to the Arctic
Claims, as is required from time to time for Bulldog to meet its reporting
requirements as a reporting company under the Securities and
Exchange
Act of 1934 (U.S.)-
ARTICLE
5
CONDITIONS
PRECEDENT
Section,
5.01 Conditions
Precedent in Favor of Bulldog. Closing is subject to the
followingconditions
in favor of Bulldog:
(a)
|
All
of the representations and warranties of United, Strategic and
Sterling
provided in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and at the time of Closing
as if
such representations and warranties had been made at and with reference
to
the time of Closing.;
|
(b)
|
United,
Strategic and Sterling shall each have observed and performed all
of the
covenants and agreements provided in this Agreement which are to
be
observed and performed at or prior to
Closing,
|
(c)
|
No
action or proceeding shall he pending or threatened by any person,
firm,
corporation, governmental authority, regulatory body or agency
to enjoin,
restrict or prohibit the transactions contemplated in this Agreement;
and
|
(d)
|
There
shall have been no material adverse change in the assets, business,
affairs or condition of any of United, Wag* or Sterling as provided
or
contemplated in this Agreement.
|
The
conditions contained in this Section are included for the exclusive benefit
of
Bulldog and Bulldog shall be entitled to waive, in whole or in part, compliance
with any condition or conditions contained in this Section if Bulldog sees
fit
to do so.
Section
5.02 Conditions
Precedent in favour of United, Strategic and Sterling. Closing
is subject to the following conditions precedent in favour of
United:
(a)
|
All
of the representations and warranties of Bulldog provided in this
Agreement shall be true and correct in all material respects as
of the
date of this Agreement and at Closing as if such representations
and
warranties had been made at and with reference to Closing;
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
6
(b)
|
Bulldog
shall ]xxxx observed and performed all of the covenants and agreements
provided in
this Agreement which are to be observed and performed at or prior
to
Closing;
|
(c)
|
No
action or proceeding shall be pending or threatened by any person,
firm,
corporation governmental authority, regulatory body or agency to
enjoin,
restrict or prohibit the transactions contemplated in this Agreement;
|
(d)
|
There
shall have been no material adverse change in the assets, business,
affairs or condition
of Bulldog as provided or contemplated in this Agreement; and
|
(e)
|
The
conditions contained in this Section 5_02 are included for the
exclusive
benefit of United,
Strategic and Sterling and these companies shall be entitled to
waive, in
whole or in
part, compliance with any condition or conditions contained in
this
Section if they see fit
to do so.
|
Section
5.03 Non-Fulfillment
of Condition by Bulldog. In the event that Bulldog is unable or unwilling
to perform, satisfy or fulfill any condition on the part of Bulldog to be
performed, satisfied, or fulfilled by Bulldog pursuant to this Agreement,
whether pursuant to Section 5.02 hereof or otherwise, United shall by notice
in
writing to Bulldog be entitled to terminate this Agreement without liability
to
United whether for damages, costs, fees, expenses or other amounts.
Section
5.04 Non-Fulfilment
of Conditions by United, Strategic and Sterling. In the event that any of
the companies are unable or unwilling to perform, satisfy or fulfill any
condition to be performed, satisfied or fulfilled pursuant to this Agreement,
Bulldog shall by notice in writing to each of the companies be entitled to
terminate this Agreement without liability to Bulldog whether for damages,
costs, fees expenses or other amounts.
ARTICLE
6
GENERAL
Section
6.01 Survival
of Representations and Warranties. All representation,
warranties. covenants and agreements of the Parties hereto provided in this
Agreement shall survive Closing and not merge thereon provided that the
representations and warranties provided in this Agreement shall only survive
for
three years following Closing.
Section
6.02 Further
Assurance. Each of the Parties shall, whenever required by
another Party, and at the expense of the requesting Party, execute and deliver
such further assurances as may be reasonably requested from time to time
in
order to confirm or give effect to the transactions provided or contemplated
in
this Agreement
Section
6.03 Enurement.
This Agreement shall enure to the benefit of and be binding upon the Parties
to
this Agreement and their respective successors and assigns. No Party may
assign
this Agreement or any or its rights under or interest in this Agreement without
the consent of the others.
Section
6.04 Notices
All notices required or permitted to be given under this Agreement shall
be
given in writing by personal delivery (including courier delivery) or by
prepaid
registered mail or by facsimile. The address for notice to each of the Parties
shall be as follows:
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
7
(a)
|
if
to Bulldog: Xxxxxx Xxxxxx, 00000 Xx Xxxxxx Xxxxx, Xx Xxxxxx, Xxxxxxxxxx,
00000 Tel: 000-000-0000, Fax:
000-000-0000;
|
(b)
|
if
to United; Xxxxx Xxxxxxxx, at 0000 X Xxxxxx Xxx, Xxxxx 000 Xxx
Xxxxx, XX
00000, Tel: 000-000-0000, Fax: 000-000-0000; E-mail: xxxxxxxx@xxxxx.xxx
|
(c)
|
If
to Strategic: AS ABOVE
|
(d)
|
If
to Sterling: AS ABOVE
|
Provided
that any Party may change its address for notice by giving written notice
to the
others. Any notice
shall he deemed to have been received on the date it is received at the address
for notice of the Party to whom it is addressed (or in the case of a facsimile
notice when received at the facsimile of The
Party
for
whom it is intended),
Section
6.05 Entire
Agreement. This Agreement contains all of the terms and conditions agreed
upon between the Parties with respect to the subject matter of this Agreement
and is not subject to any oral agreement or undertaking of any
kind.
Section
6.06 Time
of
the Essence Time shall be of the essence of this Agreement.
Section
6,07 Governing
Law and Attornment. This Agreement and the rights and obligations of the
Parties provided herein shall be governed by and construed in accordance
with
the laws of the State of Nevada, United States of America as a contract made,
executed, delivered and entered into in the State of Nevada, United States
of
America.Exclusive jurisdiction for any proceedings in relation to
this
Agreement
is the State of Nevada, United States of America
Section
6.08 Arbitration
Any controversy or claim, arising under, out of, or in any way relating to
this
Agreement including, without limitation, the execution, delivery, validity,
enforceability, performance, breach, discharge, interpretation or construction
of this Agreement, shall be settled by binding arbitration in accordance
with
the Commercial Arbitration Rules of the American Arbitration Association
in the
City of Las Vegas, Nevada, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Both
parties consent to jurisdiction in the City of Las Vegas, Nevada.
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
8
ARTICLE
7
EXECUTION
IN
WITNESS WIIEROF the Parties
have caused this Agreement to be executed by their duty authorized officers
in
such regard.
BULLDOG
FINANCIAL INC.
|
|
By:
|
/s/ Xxxxx
XxXxxxxx
|
UNITED
OIL & GAS CONSORTIUM
MANAGEMENT
CORP.
|
|
By:
|
/s/ Xxxxx
Xxxxxxxx
|
STRATEGIC
NINE CORPORATION
|
|
By:
|
/s/ Xxxxx
Xxxxxxxx
|
STERLING
OIL AND GAS TRUST (NZ)
|
|
By:
|
/s/ Xxxxx
Xxxxxxxx
|
/s/
PS
|
/s/
PS
|
/s/
PS
|
/s/
SM
|
Initial
|
Intial
|
Intial
|
Intial
|
9
CONSENT
OF SOLE DIRECTOR
OF
BULLDOG
FINANCIAL INC.
(a
Nevada corporation)
The
undersigned, being the sole director of BULLDOG FINANCIAL INC. (the
"Corporation"), hereby adopts the following resolutions:
RESOLVED,
that all of the acts
taken and actions adopted by the Officer and Director are hereby ratified
and
adopted; and it is further
RESOLVED,
that the following
persons shall resign as officer of the Corporation effective as of November
27th,2007
President Xxxxx
XxXxxxxx
Secretary/Treasurer
-- Xxxxx
XxXxxxxx
RESOLVED,
that the following
persons be, and they hereby are, appointed officers and directors of the
Corporation to serve in accordance with the By-Laws of the Corporation until
the
meeting of directors of the Corporation next following the next annual meeting
of shareholders of the Corporation and until their successors are appointed
or
elected and qualify: and it is further
President
- Xxxxx
Xxxxxxxx
Secretary/Treasurer
- Xxxxx
Xxxxxxxx
Vice
President Xxxxxx
X Xxxxxx
RESOLVED,
that the By-Laws in
the form adopted by the Incorporator of the Corporation be, and the same
hereby
are, approved and adopted in all respects as and for the By-Laws of the
Corporation; and it is further
RESOLVED,
that the Corporation
accept the proposal of United Oil and Gas Consortium to purchase 1,750,000
shares of the Corporation's common stock, no par value, at a purchase price
equal to $0,00001 per share, for an aggregate consideration of the asset
as per
attached schedule "A"; and the officers of the Corporation be, and each
hereby is, authorized to, in the name of and on behalf of the Corporation,
to
issue to Bulldog Financial Inc., a stock certificate evidencing ownership
of
1,750,000 shares of the Corporation's Common Stock, no par value at a purchase
price equal to $0,00001 per share, as fully paid and nonassessable, and to
do
such other and further acts as may be necessary or appropriate to conclude
the
subscription for the shares of the Corporation authorized herein; effective
on
November 27th, 2007and it is further.
RESOLVED,
that the appropriate
officers of the Corporation are hereby authorized and directed to take any
and
all action and to execute and deliver any and all instruments required to
consummate all of the transactions contemplated by the foregoing
resolutions.
IN
WITNESS WHEREOF, the
undersigned has executed this instrument this 23rd day of November,
2007
/s/
Xxxxx XxXxxxxx
Xxxxx
XxXxxxxx
Sole
Director
10