Exhibit 4.15
SHARE PURCHASE AGREEMENT
Between
Forum Pacific Inc.
("The Vendor")
And
Xxxxxxx Group
("Predecessors in Interest")
And
Tracer Petroleum Corporation
("The Purchaser")
For
The Sale and Purchase
of 66% of the
Issued & Fully Paid Share Capital
of
Forum Exploration, Inc.
Philippines
March 11, 2003
INDEX
CLAUSE PAGE NO.
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1. INTERPRETATION 3
2. CONDITIONS AND RESCISSION 8
3. SALE OF THE SALE SHARES 8
4. CONSIDERATION 9
5. CONDUCT OF BUSINESS PRIOR TO COMPLETION 9
6. WARRANTIES AND UNDERTAKINGS 10
7. MATTERS PRELIMINARY TO COMPLETION 11
8. COMPLETION 12
9. RESTRICTIVE AGREEMENT 14
10. MANAGEMENT 15
11. FURTHER ASSURANCE 15
12. TERMINATION 15
13. CONFIDENTIALITY AND ANNOUNCEMENTS 16
14. NOTICES 16
15. SEVERABILITY 17
16. CAPACITY 17
17. ENTIRE AGREEMENT 17
18. AMENDMENTS 18
19. WAIVER 18
20. COUNTERPARTS 18
21. REMEDIES NOT EXCLUSIVE 18
22. SUCCESSORS AND ASSIGNS 18
23. PROVISIONS TO SURVIVE COMPLETION 18
24. COSTS 18
25. GOVERNING LAW 18
26. JURISDICTION 18
SCHEDULES
---------
1. THE VENDOR
2. THE COMPANY
3. THE LOANS
4. THE PROPERTY
5. TAX INDEMNITY
6. DISCLOSURE LETTER
7. JOINT ESCROW AGREEMENT
8. FIXED ASSETS IN CEBU
THIS SHARE PURCHASE AGREEMENT ("AGREEMENT") is entered into this 11th. day Of
March 2003;
BETWEEN:
Forum Pacific Inc., incorporated in the Philippines, having its registered
office and principal place of business at 00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx
Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx (The "Vendor");
And
Forum Exploration, Inc., incorporated in the Philippines, having its registered
office and principal place of business at 00/X Xxxxxxxx Xxxxx, 0000 Xxxxx
xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx (The "Company");
And
Tracer Petroleum Corporation, incorporated in Canada, having its registered
office and principal place of business at 0000 Xxxxx Xxxxxx XX, Xxxxxxx,
Xxxxxxx, X0X 0X0, Xxxxxx ("The Purchaser")
And
Xxxxxxx Group, through Eastmark Limited, a Bermuda registered company
(hereinafter defined as "Predecessors in Interest").
The above herein after collectively referred to as "the Parties".
WHEREAS:
(A) The Company (as hereinafter defined) is duly incorporated in the
Philippines and has an authorised share capital of PhP 750,000,000 divided
into 750,000,000 ordinary shares of PhP 1 each, of which 187,500,000
Shares have been issued and are fully paid up. The Company has no
Subsidiaries or Associated Companies.
(B) The Vendor is Forum Pacific Inc. who is the beneficial owners of the
number of Sale Shares (as hereinafter defined) and has agreed to sell and
the Purchaser has agreed to purchase the Sale Shares upon the terms and
conditions hereinafter set out.
(C) Xxxxxxx Group through Eastmark Limited are the Predecessors in Interest
under the Summary of Terms entered into with the Vendor in August 2002
under the terms of which Xxxxxxx Group have the sole rights to acquire 66%
of the issued and fully paid Equity Share Capital of the Company under the
terms and conditions as referred to herein.
NOW, IT IS HEREBY AGREED AS FOLLOWS:-
1. INTERPRETATION
1.1 In this Agreement and the Recitals hereto, unless the context otherwise
requires: -
"Accounts" means the audited balance sheet as at the Last
Accounts Date and audited profit and loss account
for the year ended on the Last Accounts Date of the
Company, including in the case of the Company, the
audited balance sheet as at that date and the
audited profit and loss account for that year
(including the notes thereto) and together with the
reports and other documents required by law to be
annexed or attached to them;
"Associate" means:
(a) in relation to an individual:
(i) any Close Relative;
(ii) any trust not being a Public Trust in
which the individual or any Close
Relative has an interest (whether
contingent, discretionary or otherwise)
or any trustee of such a trust;
(iii) any company which is or may be
controlled by any of the foregoing or
by any two or more of them; or
(iv) any Related Company of any such company;
(b) in relation to a corporation, any Related
Company or Associated Company or any director
or any person who alone or jointly controls
the Corporation, and any Associate of such
person; and
(c) in relation to the Vendor (in addition to
those persons described above) any person who
has any interest (whether contingent,
discretionary or otherwise) in any trust
(other than a Public Trust) to which any
Shares held by the Vendor are subject and any
Associate of such person;
"Associated Company" means a company in which the Company holds shares
conferring the right to 10 per cent or more of the
votes which would be cast on a poll at a general
meeting of such company and which is not a
Subsidiary;
"Auditors" mean the auditors of the Company, from time to time;
"Business" means the business of the Company as normally
carried on by it;
"Business Day" means a day other than a Saturday on which banks are
open for business in the Philippines;
"Close Relative" means any spouse, child, step-child, adopted child,
grandchild, parent or spouse's parent; or any child,
step-child, adopted child or grandchild of any such
person; or any spouse of any of the foregoing, and
for the purposes of this definition "spouse"
includes de facto spouse or co-habitee;
"Company" means Forum Exploration, Inc., details of which are
contained in Schedule 2;
"Companies Law" means the Corporate Law and Regulations as amended
from time to time of the Republic of the Philippines
"Completion" means the performance by the parties of their
respective obligations in accordance with the
provisions of Clause 8;
"Completion Accounts" means the audited financial statements of the
Company for the year ended December 31, 2002;
"Completion Date" means the date fixed for completion pursuant to
Clause 8 and where the context requires also means
the performance by the parties of their respective
obligations in accordance with the provisions of
Clause 8.2;
"Conditions" means the conditions set out in Clause 2;
"Directors" means the directors of the Company as more
particularly set out at Schedule 2;
"Disclosure Letter" means the disclosure letter of even date herewith
from the Vendor to the Purchaser;
"Group or Group means the Company and its Subsidiaries if any for
Companies" the time being;
"Institute" means the Institute of Certified Public Accountants
in the Philippines or similar ruling body;
"Intellectual means any patent, patent application, know-how,
Property Rights" trade xxxx, trade xxxx application, trade name,
registered design, copyright or other similar
industrial or commercial right;
"Last Accounts Date" means December 31, 2002, being the date to which the
Accounts have been prepared and Audited;
"Loans" means the amounts due from the Company to the Vendor
and to Xxxxxxx Xxxxxx as representative of the
Xxxxxxx Group on the Completion Date in the amounts
stated in the Accounts and as more particularly
described (including the terms thereon as to
repayment to the Vendor) as set out in Schedule 3;
"Management Accounts" means the monthly management accounts of the Company
for the period from the Last Accounts Date until
January 31, 2003;
"Net Assets" means the issued share capital of the Company plus
or minus the amount standing to the credit of or
debited to reserves (including profit and loss
account), as shown in the Completion Accounts;
"Net Profits" means in relation to the period from the Last
Accounts Date to Completion or to any other
financial period, the profits (less losses) of the
Company as shown by the Completion Accounts or their
audited accounts for that period (as appropriate):
(a) after deducting all expenses of working and
management including, without limitation,
directors' remuneration (whether by way of
fees, salary or commission) and depreciation;
(b) before deducting any Taxation on profits;
(c) without taking into account profits or losses
of a capital nature arising on a disposal of
fixed assets, investments, plant or any other
assets of any Group Company;
(d) after deducting any part of the profits or
adding back any part of the losses
attributable to shares in any company not
owned directly or indirectly by any Group
Company; and
(e) after making such adjustments as the Company's
auditors deem appropriate;
"PhP" means Philippine Pesos;
"Property" means the property owned, occupied and/or used by
the Company including the Oil and Gas Exploration
Agreements entered into between the Company and the
Department of Energy of the Philippines as at the
date hereof, full particulars of which are set out
at Schedule 4;
"Related Company" of a corporation means any subsidiary or holding
company of such corporation and any subsidiary of
any holding company of such corporation;
"Sale Shares" means 125,000,000 fully paid shares of the Company
as agreed between the Parties to be bought and sold
pursuant to this Agreement;
"Shares" means the ordinary shares of PhP 1 each in the
capital of the Company and "Shareholders" shall be
construed accordingly;
"Stock Exchange" means the Philippine Stock Exchange;
"Subsidiary" means the companies other than the Company, brief
particulars of which, if any, are set out at
Schedule 2 part 2;
"Tax Indemnity" means The Tax Indemnity Letter to be executed on
Completion by the Vendor in favour of the Company
and the Purchaser substantially in the form set out
in Schedule 5;
"Taxation" means:-
(a) any liability to any form of taxation whenever
created or imposed and whether of the
Philippines or of any other part of the world
and without prejudice to the generality of the
foregoing includes profits tax, provisional
profits tax, interest tax, salaries tax,
property tax, taxes on income, estate duty,
capital duty, stamp duty, payroll tax,
withholding tax, rates, customs and excise
duties and generally any tax, duty, impost,
levy or rate or any amount payable to the
revenue, customs or fiscal authorities whether
of the Philippines or of any other part of the
world;
(b) an amount equal to any deprivation of any
relief, allowance, set off, deduction in
computing profits or right to repayment of
taxation granted by or pursuant to any
legislation concerning or otherwise relating
to taxation; and
(c) all costs, interest, penalties, charges and
expenses incidental or relating to taxation or
to any relief, allowance, set off or deduction
in computing profits or right to repayment of
taxation which is the subject of the
warranties and indemnities contained in
Schedule 7 to the extent that the same is/are
payable or suffered by the Company;
"Total Consideration" means the consideration that is the obligation of
the Purchaser as particularly described at Clause 4
"Vendor's Attorneys" means Corporate Counsels, Philippines Law Offices,
21/F Pacific Star Building, Xxx Xxxxx corner Makati
Avenue, Makati City, Philippines,
"Warranties" means the warranties, representations and
undertakings on the part of the Vendor given
pursuant to Clause 6;
"Warrantors" means together the Vendors and Directors.
"Warranty Claim" means any claim made by the Purchaser for breach of
any of the Warranties or any claim made by the
Purchaser and/or the Company.
1.2 In this Agreement, words importing the singular include the plural and
vice versa, words importing one gender include both genders and the neuter
and references to persons include bodies corporate or unincorporated.
1.3 References in this Agreement to statutory provisions are references to
those provisions as respectively amended or re-enacted from time to time
(if and to the extent that the provisions as amended or re-enacted are for
the purposes hereof equivalent to those provisions before such amendment
or re-enactment) and shall include any provision of which they are
re-enactments (if and to the extent aforesaid) and any subordinate
legislation made under such provisions.
1.4 References herein to "Clauses", "Schedules" and "Annexures" are to clauses
of and schedules and annexures to this Agreement respectively and a
reference to this Agreement includes a reference to each Schedule and to
any Annexures hereto.
1.5 The headings and table of contents in this Agreement are for convenience
only and shall not affect its interpretation.
1.6 The expression "material" whenever used in this Agreement shall be deemed
to mean a commitment, liability or claim in an amount in excess of PhP
500,000;
1.7 A document expressed to be "in the agreed form" means a document the terms
of which have been agreed by or on behalf of the parties hereto and a copy
of which has been signed for the purpose of identification by or on behalf
of the parties hereto.
1.8 References to "parties" are to parties to this Agreement.
1.9 Any reference to the Vendor and Directors includes, where appropriate,
their personal representatives or successors in title, as the case may be.
1.10 References to "persons" include any individual, bodies corporate or
unincorporated, firm, partnerships, joint ventures, associations,
government departments or agencies, organisations or trusts (whether or
not having a separate legal personality).
2. CONDITIONS AND RESCISSION
2.1 The respective obligations of the parties to effect completion of the
transactions contemplated by this Agreement in accordance with Clause 8
shall be conditional upon:
(A) The passing at a duly convened extraordinary or annual general
meeting of the members of the Vendor and Purchaser of a resolution
of Directors an ordinary resolution of shareholders to approve the
sale and purchase of the Sale Shares on the terms hereof which is
pursuant to the Summary of Terms as approved by the Board of
Directors of the Vendor on December 24 2002 pursuant to previous
authorization by the Stockholders in the Annual Stockholders Meeting
on October 14, 2002.
(B) The effective release (conditional only upon Completion and in terms
satisfactory to the Purchaser) of the Company from all guarantees,
suretyships, indemnities, collateral securities and letters of
comfort of whatsoever nature in respect of the liabilities of the
Vendor any member of the Company or any director or employee of the
Company.
(C) Confirmation (addressed to the Purchaser) from the Auditors that
there has been no material adverse change in the financial condition
or deterioration in the net asset position of the Company since the
Last Accounts Date.
(D) Confirmation (satisfactory to the Purchaser) immediately prior to
Completion that no fire, flood, catastrophe or other event of
whatsoever nature has occurred that is materially prejudicial to the
Company.
(E) The grant of permission by the Stock Exchange if applicable, subject
only to allotment;
2.2 The Vendor shall use its best endeavours to procure the fulfilment of the
Conditions as soon as reasonably practicable and in any event before the
agreed Date of Completion (or such later date as the Vendor and the
Purchaser may agree).
2.3 The Purchaser may at any time waive in writing any of the Conditions and
such waiver may be made subject to such reasonable terms and conditions as
determined by the Purchaser.
2.4 If any of the Conditions have not been fulfilled on or before 5:00 p.m. on
the Date of Completion (or such later date as the Vendor and the Purchaser
may agree) then this Agreement shall be of no further effect but without
prejudice to the then accrued rights and obligations of the parties and
shall be without prejudice to the continued application of Clauses 6 and
12 to 25 inclusive, insofar as pertinent.
2.5 The Purchaser shall be entitled to rescind this Agreement by notice in
writing to the Vendor if prior to Completion it appears that any of the
Warranties is not or was not true and accurate in all respects or if any
act or event occurs which had it occurred on or before the date hereof,
would have constituted a breach of any of the Warranties or if there is
any material breach or nonfulfilment of any of the Warranties which (being
capable of remedy) is not remedied prior to Completion.
3. SALE OF THE SALE SHARES
3.1 The Vendor, as beneficial owners, shall sell the Sale Shares and the
Purchaser shall, in reliance upon the Warranties, purchase or procure the
purchase of, the Sale Shares free from all rights of pre-emption, options,
liens, claims, equities, charges, encumbrances or third-party rights of
any nature and with all rights now or hereafter becoming attached or
accruing thereto as from the date of this Agreement.
3.2 The Vendor hereby waive any rights of pre-emption they may have in
relation to any of the Sale Shares under the articles of association of
the Company or otherwise.
4. CONSIDERATION
4.1 The Total Consideration shall be applied and be satisfied as follows:
(i). Procurement by the Purchaser of the necessary funding in the form of
on-demand loan bridging financing basis extended to the Company of the
necessary and immediate obligations of the Company from November 1, 2002
until the Completion Date.
(ii) Funding of the Company including the Company's necessary overheads
administration costs and the compulsory exploration program of the Company
in compliance with the requirements of the Department of Energy of the
Philippines for the compulsory work program in Service Contract 40 and the
new GSEC for an extended exploration acreage totalling approximately 1.28
million hectares which will include the Manila Bay area of GSEC 92 acreage
all of the above being for the calendar years 2003 and 2004 such funding
to be on the basis of on demand non-interest bearing advances from the
Purchaser to the Company as similarly provided to the Company by the
Vendor to date.
5. CONDUCT OF BUSINESS PRIOR TO COMPLETION
5.1 The Vendor undertakes that they will procure that from the date hereof the
business of the Company will be operated in a normal and prudent basis and
in the ordinary course of day-to-day operations and, will not do or omit
to do (or allow to be done) or to be omitted to be done any act or thing
(in either case whether or not in the ordinary course of day-to-
day operations) which is material and in particular (but without limiting
the generality of the foregoing) will procure that the Company shall not
prior to Completion, without the prior written consent of the Purchaser:-
(A) issue or agree to issue any share or loan capital or grant or agree
to grant or redeem any option or amend the terms of any existing
option over or right to acquire or subscribe any of its share or
loan capital.
(B) borrow or agree to borrow or raise money other than in relation to
the operation of bank accounts within existing limits and as in the
ordinary course of its business.
(C) enter into any material contract or other material transaction or
capital commitment or undertake any material contingent liability in
excess of PhP 500,000 or any long-term, onerous or unusual
agreements.
(D) terminate any agreement, arrangement or understanding or waive any
right of material value.
(E) declare, pay or make any dividends or other distributions.
(F) create or permit to arise any mortgage, charge, lien, pledge, other
form of security or encumbrance or equity of whatsoever nature,
whether similar to the foregoing or not, on or in respect of any
part of its undertaking, property or assets other than liens arising
by operation of law in amounts which are not material.
(G) give any guarantee, indemnity, surety or security.
(H) appoint any new directors or employ any new employees or change or
agree to a change in the terms and conditions of any existing
directors or employees.
(I) dispose or agree to dispose of or acquire or agree to acquire any
material asset.
(J) dispose of the ownership, possession, custody or control of any
corporate or other books or records.
(K) other than in the ordinary and usual course of its business, begin,
compromise, settle, release, discharge or compound any material
civil, criminal, arbitration or other proceedings or any material
liability, claim, action, demand or dispute or waive any right in
relation to any of the foregoing.
(L) otherwise than in the ordinary course of its business, release
compromise or write off any material amount recorded in the books of
account of the Company as owing by any debtors of the Company.
(M) let or agree to let or otherwise part with possession or ownership
of the whole or any part of the Property nor purchase, take on lease
or assume possession of any real property.
(N) terminate any or allow to lapse any insurance policy now in effect
or default under any provision thereof.
(O) do, allow or procure any act or omission which would constitute a
breach of any of the Warranties if given at any time up to
Completion.
(P) enter into or agree to enter into any material hire purchase,
leasing, rental or conditional sale agreement.
5.2 The Vendor hereby undertakes to procure that from the date hereof until
Completion (save with the prior written consent of the Purchaser) that
reasonable notice of meetings of the board of directors of the Company
(together with an agenda of the business to be transacted at such meetings
and all supporting documents) is provided in a timely fashion to the
Purchaser and that a duly authorised representative of the Purchaser be
permitted to attend at all meetings and to participate fully in any
discussions but without voting rights thereat.
5.3 The Purchaser shall not unreasonably withhold or delay its consent to the
Company taking any action, as set out at Clause 5.1, which is consistent
with the ordinary and usual course of business as presently carried on by
it.
6. WARRANTIES AND UNDERTAKINGS
6.1 The Vendor as a condition of this Agreement, hereby jointly and severally
warrants (1) to the Purchaser contracting for itself and as trustee for
the Company and for any successor in title of the Purchaser and (2) to any
successor in title to any of the Sale Shares and (3) to any successor in
title to a part or all of the undertaking of the Company (to the intent
that the Purchaser shall be entitled to rescind this Agreement in the
event of a breach of any of the Warranties without incurring any liability
to any of the other parties as a result of such rescission).
6.2 The Vendor undertakes in relation to any Warranty which refers to the
knowledge, information or belief of the Vendor , that he has made full
enquiry into the subject matter of that Warranty.
6.3 Each of the Warranties is without prejudice to any other Warranty and,
except where expressly stated otherwise, no Clause of this Agreement shall
govern or limit the extent or application of any other Clause.
6.4 The Vendor will promptly disclose in writing to the Purchaser any event or
circumstance which arises or becomes known to him prior to Completion and
is inconsistent with any of the Warranties or the contents of the
Disclosure Letter or might be material to be known by a purchaser for
value of the Sale Shares.
6.5 The rights and remedies of the Purchaser in respect of any breach of the
Warranties shall not be affected by Completion, by any investigation made
by it or on is behalf into the affairs of any Group Company, by its
rescinding or failing to rescind this Agreement, or failing to exercise or
delaying the exercise of any right or remedy, or by any other event or
matter, except a specific and duly authorised written waiver or release,
and no single or partial exercise of any right or remedy shall preclude
any further or other exercise.
6.6 None of the information supplied by the Company or its professional
advisers to any of the Vendor or its agents, representatives or advisers
in connection with the Warranties and the contents of the Disclosure
Letter, or otherwise in relation to the business or affairs of the
Company, shall be deemed a representation, warranty or guarantee of its
accuracy by the Company to the Vendor, and the Vendor waives any claims
against the Group Company or any director or employee thereof which they
might otherwise have in respect of it.
6.7 The Vendor shall procure that, except so far as may be necessary to give
effect to this Agreement, the Company shall not before Completion without
the prior written consent of the Purchaser:
(A) do, procure or allow anything which may cause, constitute or result
in a breach of the Warranties; or
(B) in any way depart from the usual course of its business.
6.8 Notwithstanding any rule of law or equity to the contrary, any release,
waiver or compromise or any other arrangement of any kind whatever which
the Purchaser may agree to or effect in relation to the Vendor in
connection with this Agreement, and in particular the Warranties, shall
not affect the rights and remedies of the Purchaser in relation to the
other Vendors.
6.9 The Vendor acknowledges that the Purchaser is entering into this Agreement
in reliance upon the accuracy of each of the Warranties.
6.10 The Vendor shall indemnify and keep indemnified the Purchaser against any
costs, expenses and liabilities which the Purchaser may incur either
before or after the commencement of any action in connection with the
settlement of any claim that any of the Warranties are untrue or
misleading or have been breached or any legal proceedings in which the
Purchaser claims that any of the Warranties are untrue or misleading or
have
been breached in which judgement is given for the Purchaser and the
enforcement of any such settlement or judgement.
6.11 The Purchaser shall be entitled to set off the amount of any claim if any
of the Warranties are misleading or untrue or have been breached at any
time.
6.12 Any provisions of this Agreement seeking to restrict and/or limit the
liability of the Vendor in respect of any claim under the Warranties shall
not apply to the extent that such claim arises or derives from or out of
any dishonest or fraudulent act or omission or wilful misconduct or wilful
concealment by the Vendor, the Company or any of the directors of
employees thereof.
6.13 The Warranties shall continue in full force and effect after Completion.
7. MATTERS PRELIMINARY TO COMPLETION
7.1 As from the date of this Agreement and prior to Completion, the Vendor
shall procure that the Purchaser and any persons authorised by it will be
given all such information relating to the Company as the Purchaser may
reasonably require for the purpose of reviewing the financial condition
and business of the Company and, without prejudice to the generality of
the foregoing, shall make available and procure that the Company shall
make available to authorised representatives of the Purchaser not less
than five Business Days prior to Completion:-
(A) the statutory books of the Company;
(B) details of all bank accounts of the Company (including, the name and
address of the bank with whom the account is kept and the number and
nature of the account) and a statement of the credit or debit
balance thereon as at the close of business on a date not being more
than seven Business Days prior to the date of this Agreement;
In performance of its obligations hereunder the Vendor shall not be
required to take any action which may disrupt the day to day business of
the Company or provide any information which, as a matter of law or
contract, is required to be kept confidential.
7.2 The Vendor shall procure that prior to Completion all indebtedness of
whatsoever nature (whether or not presently payable) owed to the Company
by any of the Vendors or their Associates including Wellex Group of
Companies or any director or employee of the Company or any Associate of
any such director or employee shall be fully paid and satisfied in cash.
8. COMPLETION
8.1 Subject to the provisions of Clause 5 providing for the satisfactory
conduct of the business of the Company prior to completion having been duly
complied with, completion shall take place, on the date falling one Business Day
after the date on which the Conditions shall have been satisfied (or waived) (or
such later date as the parties hereto may agree in writing), at the Vendor's
offices in Manila, Philippines.
8.2 On Completion: -
(A) the Vendor shall deliver or procure delivery to the Purchaser:-
(i) Instruments of transfer and sold notes in respect of the Sale
Shares duly executed by the Vendor in favour of the Purchaser
or subsidiary company as the Purchaser may nominate;
(ii) The share certificate in respect of the 125,000,000 Sale
Shares such Share Certificate to be issued prior to
completion and held in escrow under the terms of the Escrow
Agreement as set out in Schedule 7;
(iii) Certified true copies of any power of attorney or other
authority pursuant to which this Agreement and any document
referred to herein may have been executed;
(iv) Letters of resignation by such of the existing directors and
secretaries of the Company as the Purchaser may nominate in
writing, such resignations to confirm that they have no
claims against the Company, whether by way of compensation
for loss of office or otherwise howsoever, such resignations
to take effect immediately following Completion;
(v) The duly executed Tax Indemnity;
(vi) Certified true copies of the Board Minutes of the Company
resolving the matters as referred to in Clause 8.2(C);
(vii) The letter of resignation of the existing auditors of the
Company confirming that they have no outstanding claims of
any kind against the Company together with a statement
pursuant to applicable provisions of Philippine Corporate Law
to the effect that there are no circumstances connected with
such resignation that the existing auditors consider should
be brought to the notice of members or creditors of the
Company;
(viii) Evidence of the revocation of all existing mandates in
respect of the operation of the bank accounts of the Company
together with the issue of new mandates giving authority to
such persons as the Purchaser may nominate;
(ix) Written confirmation from the Vendor that there are no
subsisting guarantees given by the Company in favour of any
entity and that after
compliance with clause 8.2(B) the Vendor will be indebted to
the Company or vice versa;
(x) The statutory books of the Company complete with certificate
of incorporation and common seal;
(xi) Title Deeds and Agreements and all related correspondence
relating to the Property;
(xii) Certificates by the Company's banks of the amount standing to
the debit or credit of such accounts at the close of business
on the day proceeding by 48 hours the day of Completion;
(xiii) All credit and/or charge cards held by the Directors for the
account of the Company be delivered to the Purchaser;
(xiv) A certificate from the Vendor to the Company in the agreed
form as to the title of the Company to the Properties;
(xv) delivery of the service agreements for the Officers of the
Company who are presently employed by the Vendor and who will
continue to offer their services to the Company under
identical terms being seconded from the Vendor to provide
full-time service to the Company with no xxxx-up from the
Vendor of cost of employment or recovery of past benefits or
rights save for an increase in base salary of 5% commencing
January 1, 2003.
(xvi) The Disclosure Letter duly signed by the Vendor.
(B) The Vendor shall repay all monies owing by them to the Company
whether due for payment or not.
(C) The Vendor and the Purchaser shall procure that a board meeting of
the Company be held at which resolutions shall be passed approving:-
(i) the registration of the transfer of the Sale Shares (subject
to the production of duly completed and stamped transfers);
(ii) the resignation of such directors as may be required by the
Purchaser;
(iii) the appointment of such additional directors as may be
required by the Purchaser;
(iv) the entry into and execution by the Company of the Tax
Indemnity; and
(v) the cancellation of all existing bank mandates in force for
the Company [and the Subsidiaries] and their alteration and a
notice of change of the correspondence address of the Company
shall be delivered in such manner as the Purchaser shall at
Completion reasonably require provided that any such request
of the Purchaser shall be notified to the Vendors not less
than 2 Business Days prior to Completion.
8.3 On Completion the Purchaser shall provide to the Vendor:
(A) Confirmation in writing by the Purchaser to the Vendor that the
Purchaser has procured adequate funding to meet the contractual
obligations of the Company to the Department of Energy of the
Philippines,
(B) Letter of support from the Purchaser that funding of the financial
obligations of the Company will be met by the Purchaser in the form
of non-interest bearing loan advances from time to time as necessary
for calendar years 2003 and 2004 in compliance with Clause 8.3(A)
above,
(C) Copy Of the report of PGS as the Independent Expert Petroleum
Consultants, based on the evaluation by PGS of the oil and gas
properties of the Company .
8.4 The Purchaser may in its absolute discretion waive any requirement
contained in Clause 8.2 and shall not be obliged to complete the purchase
of the Sale Shares if the Vendor fails to comply with the requirements of
Clause 8.2 and may instead rescind this Agreement without prejudice to any
other remedy it may have.
8.5. If either the Purchaser or the Vendor shall be unable to comply with any
of its or their respective obligations under this Clause 8 on or before
Completion the party not in default may:-
(A) defer Completion to a date not more than 28 Business Days after the
said date (and so that the provisions of this sub-paragraph (a)
shall apply to Completion as so deferred); or
(B) proceed to Completion so far as practicable but without prejudice to
that party's rights (whether under this Agreement generally or under
this Clause) to the extent that the other party shall not have
complied with their obligations thereunder; or
(C) rescind this Agreement, in which event the provisions of Clause 12
shall apply and, without prejudice to the generality of the
foregoing, the provision of Clause 12.2 shall continue in full force
and effect notwithstanding such rescission.
8.6 This Agreement shall, notwithstanding Completion, remain in full force and
effect with regard to any of the provisions remaining to be performed or
carried into effect and, without limitation to the generality of the
foregoing, with regard to all obligations, guarantees, representations,
undertakings and warranties.
9. RESTRICTIVE AGREEMENT
9.1. Subject to the rules and regulations of the Philippine Securities and
Exchange Commission and the Philippine Stock Exchange and for the purpose
of assuring to the Purchaser the full benefit of the business and goodwill
of the Company, the Vendor undertakes by way of further consideration for
the obligations of the Purchaser under this Agreement, as separate and
independent agreements, that they will not at any time after Completion
disclose to any person, or themselves use for any purpose, and shall use
their best endeavours to prevent the publication or disclosure of, any
information concerning the business, accounts or finances of the Company
or any of its clients' or customers' transactions or affairs of which they
have knowledge;
9.2 The parties consider that the restrictions set out in this Clause 9 are
fair and reasonable. However, if it should be found in any court or other
judicial enquiry or other proceedings that any of the above restrictions
are void and if by deleting part of the wording or substituting shorter
periods of time or a different geographical limit or more restricted
ranges of activities it would not be void then there shall be substituted
such next less extensive periods and/or limit and/or activities as shall
render this Clause valid and enforceable.
10. MANAGEMENT
10.1 The Purchaser will provide Management and Technical services to the
Company in accordance with generally accepted principles for good
corporate governance.
10.2 Management Services will be provided under the terms of a Management
Agreement to be entered into between the Company and the Purchaser under
the terms of which the Purchaser will provide to the Company with
management services in accordance with internationally accepted standards
for good corporate management and governance on competitive terms and
conditions for the efficient operation of the business of the Company.
10.3 Technical Services will be provided under the Terms of a Technical
Services Agreement to be entered into between the Company and the
Purchaser upon terms and conditions in compliance with International and
Philippine Oil Industry standards.
10.4 Joint Operating Agreement whereby the Purchaser will be the Operator of
the Properties as defined herein upon terms and conditions in compliance
with International and Philippine Oil Industry standards.
11. FURTHER ASSURANCE
11.1 The Vendor covenants that it shall execute and perform such further
documents and acts as the Purchaser may reasonably require effectively to
vest the beneficial and registered ownership of the Sale Shares in the
Purchaser or any of its nominee or nominees free
from all charges, liens, encumbrances, equities and other adverse claims
and interests and with all rights now and hereafter attaching thereto and
otherwise to give effect to the Vendor's obligations under this Agreement.
11.2 The Vendor hereby irrevocably appoint the Purchaser and any director or
officer for the time being of the Purchaser jointly and severally as its
attorneys for and on behalf of the Vendor and in the name of the Vendor to
execute, seal and deliver and do all such acts and otherwise perfect any
such documents as are mentioned in Clause 11.1 as the Vendor themselves
could have done, as the Purchaser and/or such director or officer shall
deem necessary for the purposes therein mentioned. The Vendor hereby
agrees to indemnify and keep indemnified such attorneys for all costs,
liabilities and expenses incurred by them when acting or purporting to act
as the same and agree, if so required by any of the attorneys, forthwith
on their demand, to ratify, allow and confirm any act of any of them
pursuant or purporting to be done pursuant to Clause 11.1. This power of
attorney shall be conclusive and binding upon the Vendor and no person
having dealings with the above attorneys shall be under any obligation to
make enquiries as to whether such power has been revoked and all acts
thereunder shall be valid and binding on the Vendor.
12. TERMINATION
12.1 If the Purchaser elects to rescind or terminate this Agreement in
accordance with either Clause 2.5 or 8.5 then all rights and obligations
of the parties shall cease to have effect immediately upon rescission or
termination except that rescission or termination shall not affect the
then accrued rights and obligations of the parties and shall be without
prejudice to the continued application of Clauses 12 to 25 inclusive.
12.2 If the Purchaser shall rescind this Agreement whether pursuant to any
provision hereof the Vendors shall jointly and severally indemnify the
Purchaser against all costs, charges and expenses incurred by it in or
relating to the negotiation, preparation and rescission of this Agreement
any investigation or enquiry into the Company carried out by or on behalf
of the Purchaser whether before or after entering this Agreement.
13. CONFIDENTIALITY AND ANNOUNCEMENTS
13.1 The Purchaser will, and will procure its associates and advisers will,
treat in confidence all non-public information regarding the Company
contained in written documents and materials ("Confidential Material")
which they may obtain from the Company and in the event that Completion is
not effected and this Agreement is rescinded or otherwise terminated, will
return such Confidential Material to the Company.
13.2 The Vendor hereby undertakes to the Purchaser that they will not, at any
time after the date of this Agreement, divulge or communicate to any
person other than to its professional advisers, or when required by law,
or to officers or employees of the Company whose province it is to know
the same or on the instructions of the board of directors of the Company,
any confidential information concerning the business, accounts, finance or
contractual arrangements or other dealings, transactions or affairs of the
Company which may be within or may come to their knowledge and they shall
use their reasonable endeavours to prevent the publication or disclosure
of any such confidential information concerning such matters.
13.3 No public announcement or communication of any kind shall be made in
respect of the subject matter of this Agreement unless specifically agreed
between the parties or unless an announcement is required pursuant to any
applicable law including the requirements of the Philippine and/or the New
York Stock Exchanges, or any other recognised stock exchange or
appropriate Regulatory Authority. Any announcement by any party required
to be made pursuant to any applicable law or the requirements of any
relevant stock exchange or Regulatory Authority shall be issued only after
such prior consultation with the other parties as is reasonably
practicable in the circumstances.
13.4 In the event of any conflict or inconsistency between the provisions of
this Agreement (other than, and to the extent only that the Disclosure
Letter qualifies, the Warranties) and the Disclosure Letter the provisions
of this Agreement shall prevail.
14. NOTICES
14.1 Any notice consent and the like required or permitted to be given or
served under this Agreement may be given or served by facsimile or by
leaving the same with or sending the same by registered post to the party
to or on which the same is to be given or served at the address specified
opposite the name of that party or at such other address as that party
shall specify by written notice given to the other party as provided in
this Clause: -
If to the Vendor:
Forum Pacific, Inc.
00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx
Fax No: 632 -848-1137, For the Attention of Xxxxx Xxxxx, President
If to the Company:
Forum Exploration, Inc.
00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxxx
Fax No: 632 -848-1137, For the Attention of: Xxxxx Xxxxx, President
If to the Purchaser:
Tracer Petroleum Corporation
0000 Xxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx
Fax No: 403 -264-5285, For the Attention of: Xxxxx X. Xxxxxx, President
14.2 Any notice or consent given or served by facsimile shall be deemed to be
in writing and to have been given or served on the date of despatch of the
same and in proving that any such notice or consent was so given or served
it shall be necessary only to prove the correct despatch of such
facsimile;
14.3 Any notice or consent given or served by registered mail shall be deemed
to have been given or served on the third Business Day after the envelope
containing the same was duly registered and posted as hereinbefore
provided and in proving that any notice or document was so given or served
it shall be necessary only to prove that the same was duly addressed
registered and posted;
14.4 Any notice given under any of the provisions of this Agreement shall
specify the Clause under which it is given and intended to take effect.
15. SEVERABILITY
15.1. If any part of this Agreement becomes invalid, illegal or unenforceable
the parties hereto shall in such an event negotiate in good faith in order
to agree the terms of a mutually satisfactory provision to be substituted
for the invalid, illegal or unenforceable provision which as nearly as
possible validly gives effect to their intentions as expressed herein.
Failure to agree on such a provision within 21 Business Days of
commencement of such negotiations shall result in automatic termination of
this Agreement. The obligations of the parties hereunder shall be
suspended during such negotiation.
16. CAPACITY
16.1 Each party to this Agreement hereby warrants to the other such party that
it has full capacity to enter into this Agreement and that such entry does
not in any way violate any provision of law, statute, rule, regulation,
judgement, writ, injunction, decree or order applicable to it; that this
Agreement does not conflict and will not result in the breach or
termination of any provision of, or constitute a default under any
mortgage, contract or
other undertaking binding on it; and will not result in the creation of
any liability, charge or encumbrance whatsoever upon any of its properties
or other assets save as contemplated herein.
16.2 Each party to this Agreement hereby agrees with the other that the
provisions of this Clause 16 shall survive any termination of this
Agreement for whatever reason (including but not limited to avoidance of
this Agreement by reason of the existence of any circumstances giving rise
to a breach of sub-clause 16.1 above) and shall remain fully enforceable
as between the parties hereto notwithstanding such termination.
17. ENTIRE AGREEMENT
17.1 This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof and supersedes all prior
agreements, negotiations (whether written or otherwise) and discussions
between the parties relating thereto.
18. AMENDMENTS
18.1 Save as expressly provided herein, no amendment or variation of this
Agreement shall be effective unless in writing and signed by a duly
authorised representative of each of the parties.
19. WAIVER
19.1. The failure or delay of a party hereto to exercise or enforce any right,
power, privilege or remedy whatsoever, howsoever or otherwise conferred
upon it by this Agreement shall not be deemed to be a waiver of any such
right or operate so as to bar the exercise or enforcement thereof at any
time or times thereafter, nor shall any single or partial exercise of any
such right, power, privilege or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. No waiver
shall be effective unless it is in writing.
The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies provided by law.
20. COUNTERPARTS
20.1 This Agreement may be signed in any number of counterparts, all of which
taken together shall constitute one and the same Agreement. Any party may
enter into this Agreement by signing any such counterpart.
21. REMEDIES NOT EXCLUSIVE
21.1 No remedy conferred by any of the provisions of this Agreement is intended
to be exclusive of any other remedy, except as expressly provided in this
Agreement, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter
existing in law or in equity or by statute or otherwise.
22. SUCCESSORS AND ASSIGNS
22.1 This Agreement shall be binding on and shall enure for the benefit of the
successors and assigns of the parties hereto but shall not be capable of
being assigned by any party without the written consent of the other
parties.
23. PROVISIONS TO SURVIVE COMPLETION
23.1 All provisions of this Agreement, the Recitals, Schedules and Annexures
hereto shall, so far as they are capable of being performed or observed,
continue in full force and effect notwithstanding Completion except in
respect of those matters then already performed.
24. COSTS
24.1 Save as provided for in Clause 12.2, the parties shall pay their own costs
in connection with this Agreement.
25. GOVERNING LAW
25.1 This Agreement shall be governed by and construed in accordance with the
Laws of the Republic of the Philippines.
26. JURISDICTION
26.1 The Parties hereby agree for the benefit of each other that the proper
court of the Philippines shall have jurisdiction to hear and determine any
suit, action or proceeding and to settle any disputes which may arise
under and/or out of and/or relating to and/or in connection with this
Agreement and for such purposes irrevocably submits to the jurisdiction of
such court.
26.2 The Parties irrevocably waive any objection which they may have now or
hereafter to the court referred to in Clause 26.1 being nominated as the
forum to hear and determine any suit, action or proceeding and to settle
any disputes which may arise under and/or out of and/or relating to and/or
in connection with this Agreement and irrevocably agree not to claim that
any such court is not a convenient or appropriate forum.
26.3 The Vendor irrevocably agrees that the writ or other process by which any
suit, action
or proceeding is begun in the proper court of the Philippines may be
served on them by sending or delivering the same to the address as set out
in Clause 14.1.
26.4 The submission to the jurisdiction of the court referred to in Clause 26.1
shall not (and shall not be construed so as to) limit the right of the
Purchaser to take proceedings in any other court of competent jurisdiction
nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether
concurrently or not.
26.5 The parties hereby consent generally in respect of any proceedings arising
out of or in connection with any legal action or proceeding to the giving
of any relief or the issue of any process in connection with such action
or proceedings including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or
intended use) of any order or judgement which may be made or given in such
action or proceedings.
26.6 To the extent that the parties may in any jurisdiction claim for itself or
its assets immunity from suit, execution, attachment (whether in aid of
execution or before judgement or otherwise) or other legal process and to
the extent that in such jurisdiction there may be attributed to itself or
its assets such immunity (whether or not claimed) the parties hereby
irrevocably agree not to claim and hereby irrevocably waive such immunity
to the full extent permitted by the laws of such jurisdiction.
Signed for and on behalf of the Parties hereto on this 11th. Day of March,
2003:
For and on behalf of Xxxxxxx Group ("Predecessors in Interest"):
By:________________________ __________________________
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
For and on behalf of Tracer Petroleum Corporation ("the Purchaser"):
By:_____________________________
Xxxxx X. Xxxxxx, President
For and on behalf of Forum Pacific, Inc. ("the Vendor"):
By:____________________________
Xxxxx X. Salud. President
For and on behalf of Forum Exploration, Inc. ("the Company"):
By:____________________________
Xxxxx X. Salud. President
SCHEDULE 1
THE VENDOR
(1) (2) (3)
Name and Address Number of Shares Class of Shares
Of the Vendor Owned by the Vendor Owned by the Vendor
--------------------------------------------------------------------------------
Forum Pacific Inc. 187,500,000 Ordinary Shares of PhP 1
22/F Citibank Tower Par Value per Share
Paseo de Roxas Fully Paid
Makati City
Philippines
The Vendor owns 100% of the issued Share Capital of the Company, except for a
total of 50 fully paid shares in total in the names of other incorporators of
the Company.
SCHEDULE 2
THE COMPANY
The Company
Name: Forum Exploration, Inc.
Place of Incorporation: The Philippines
Registered Office: 00/X Xxxxxxxx Xxxxx, 0000 Xxxxx xx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxxxxx
Directors:
Xxxxxxxx X. Xxxxxxx Xx.
Xxxxx X. Salud
Xxxxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxx
Corporate Secretary: Xxxxxx X. Xxxxxxxx
Treasurer: Cleofe DV. Canete
Authorised Share Capital: 750,000,000 Ordinary Shares of Par Value PhP 1 per Share
Issued Share Capital: 187,500,000 Ordinary Shares of Par Value PhP 1 per Share
Shareholders: Forum Pacific, Inc. (100% beneficial shareholder, less 50
fully paid shares owned by other incorporators of the Company)
Subsidiaries
None
SCHEDULE 3
THE LOANS
----------------------------------------------------------------------------------------------------------------------
DESCRIPTION LENDER AMOUNT COMMENT
Philippine
Pesos=PhP
----------------------------------------------------------------------------------------------------------------------
Advances From Parent Company to Forum This amount is recoverable only
fund exploration costs and Pacific, Inc. PhP 386,548,350.40 from the Vendor's attributable
overheads of the Company to date share of cost recovery and profit
oil from future production of
hydrocarbons in the acreage of SC40
Cebu and in the acreage of Manila
Bay areas owned by the Company
under the former GSEC92.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Advances from Xxxxxxx Xxxxxx as Xxxxxxx X. US$ 13,572 Demand loan to the Company interest
representative of the Predecessors Strong PhP 2, 995,575.10 free.
in Interest on behalf of the As at January 15, 2003
Purchaser from November 1, 2002 to plus additional amounts
the date hereof. to date hereof
----------------------------------------------------------------------------------------------------------------------
SCHEDULE 4
THE PROPERTY
FREEHOLD PROPERTY
NONE
LEASEHOLD PROPERTY
NONE
THE PETROLEUM LICENSES
The properties of the Company include all of the below listed interests which
are owned 100% by the Company and are free of any claims litigation real or
pending contingent or otherwise whatsoever by any previous partners or other
entities corporate or individuals of any kind either foreign or Filipino.
1. Service Xxxxxxxx 00, XXXX
0. Xxx Xxxxxx Xxx and Northern onshore and offshore Luzon GSEC (NB: the
Manila Bay former GSEC 92 area is included in the new application
which covers an acreage of approximately 1.28 million hectares)
THE FIXED ASSETS OF THE COMPANY IN CEBU
The fixed assets of the Company are as described in Schedule 8 attached hereto.
SCHEDULE 5
TAX INDEMNITY
TAX INDEMNITY LETTER
From: Forum Pacific Inc. ("Vendor") and Forum Exploration, Inc. ("Company")
To: Tracer Petroleum Corporation ("Purchaser")
Dear Sirs,
Forum Exploration, Inc. ('the Company')
This letter is the Tax Indemnity Letter referred to in the Share Purchase
Agreement (the "Agreement") to be entered into today between us relating to the
sale and the purchase of 66% of the equity of the Company amounting to
125,000,000 fully subscribe and paid ordinary shares of the Company of par value
PhP 1 per share..
The Company confirms that tax returns to the Bureau of Internal Revenue and
Bureau of Customs of the Philippines have been properly and accurately completed
filed from time to time as required by law from the date of Incorporation of the
Company to the date hereof.
Outstanding taxation liabilities of the Company including but not limited to
Documentary Taxes on shares Contractors Tax Local Government Tax Withholding
Taxes have been settled to the date hereof.
There are not any matters in dispute or under discussions or likely to be in
dispute or under discussion with the taxation authorities described above save
for as disclosed in the Disclosure Letter.
The directors and officers declare that to the best of their knowledge the
company has not been subject to any taxation investigation, audit or enquiry to
date.
The company indemnifies the buyer and holds them, their directors, officers,
agents and representatives harmless from any and all actions that might arise
due the a dispute regarding Taxation.
Yours faithfully,
---------------------------------
For and on behalf of The Company Dated [ ]
---------------------------------
For and on behalf of the Vendor Dated [ ]
We acknowledge receipt, prior to the Agreement being entered into, of this
Disclosure Letter together with the Exhibits hereto. We confirm that this
Disclosure Letter and all things referred to or attached hereto are fully
disclosed for all purposes relating to the Agreement.
-------------------------------------
For and on behalf of the Purchaser Dated [ ]
SCHEDULE 6
DISCLOSURE LETTER
From: Forum Pacific Inc. ("Vendor") and Forum Exploration, Inc. ("Company")
To: Tracer Petroleum Corporation ("Purchaser")
Dear Sirs,
Forum Exploration, Inc. (`the Company')
This letter is the Disclosure Letter referred to in the Share Purchase Agreement
(the "Agreement") to be entered into today between us relating to the sale and
the purchase of 66% of the equity of the Company amounting to 125,000,000 fully
subscribe and paid ordinary shares of the Company of par value PhP 1 per share..
All words and expressions defined in the Agreement shall, unless the context
otherwise requires, have the same respective meanings herein. References to the
"accounts" of a company mean its audited balance sheet and profit and loss
account, and, in the case of a holding company, its audited consolidated balance
sheet and profit and loss account, and in each case the directors' report and
notes in relation thereto.
The Purchaser agrees that the Vendor shall not be liable under the
Representations and Warranties for claims or possible claims relating to or
arising out of the material disclosed in this Disclosure Letter or which is
attached hereto or which is so disclosed in any document attached hereto, listed
herein and/or already supplied to the Purchaser or its directors, employees,
officers and professional advisers (the "Disclosures"). The Purchaser is deemed
to have full notice of the contents of all the documents and information
attached hereto or listed herein and already supplied to the Purchaser or its
directors, employees, officers and professional advisers.
Where brief particulars only of a matter are set out or referred to in this
letter, or a document is referred to herein but not attached, or a reference is
made to a particular part only of such document, full particulars of the matter
and the full contents of the documents are deemed to be disclosed and it is
assumed that the Purchaser does not require any further details. You have not
informed us that there are any documents that have not been made available to
you which are necessary for you to see and you have not indicated to us that
there are any matters in respect of which you require further details.
This Disclosure Letter shall be deemed to include and there are hereby
incorporated into it by reference as having been disclosed the following
matters:
1. any matter which was disclosed, provided for or noted in the accounts of
the Company for all periods up to the Last Accounts Date;
2. any matter, fact or event in respect of the Company which is attributable
to or appeared in the period preceding the date on which the Company was
acquired, by the Vendor;
3. any matters apparent from the deeds, leases, tenancies or other documents
of title of the Properties or which would be disclosed by local searches
or physical inspection of the Properties;
4. any matters appearing on the file at the relevant Companies Registry or
Department of Energy of the Philippines in respect of the Company;
5. any matter which would be disclosed as a result of an inspection of
assets, plant, machinery and equipment, books of account, Statutory
Registers, Share Certificates and records of the Company;
6. all matters included, mentioned or referred to in the report prepared by
PGS, for which the Vendor shall have no responsibility;
7. the contents of and matters referred to in the documents in the attached
bundle (copies of which have been initialled on behalf of the Vendor and
the Purchaser for the purposes of identification);
8. all matters contained and disclosed in the Agreement (including any
Schedules and Annexures thereto) [and in the Tax Indemnity]; and
9. all matters which are in the public domain.
Further:-
(A) Any Representations or Warranties which are qualified by reference to the
awareness, knowledge or belief of the Vendor or similar are, except where
specifically otherwise provided, given on the basis that no enquiries have
been made.
(B) Where the result of any investigation, search or enquiry or any other
matter is deemed to have been disclosed and this reveals or raises or
would reveal or raise any matter which would put a prudent purchaser on
enquiry (or which is inconclusive) then any matter which would be revealed
if a further appropriate search, enquiry or investigation were made shall
be deemed to be disclosed.
(C) In addition to any specific matter disclosed or deemed to be disclosed in
accordance with this Disclosure Letter, if and to the extent that the
Purchaser or any of its directors, officers or employees and/or its
professional advisers was aware or had notice or ought reasonably to have
been aware or have had notice at the time of, or at any time prior to, the
signature of the Agreement of any information relating to the subject
matter of the Representations and Warranties then to the extent that such
information relates to the Company or it's business it shall be deemed to
have been disclosed as an attachment for the purposes of this Disclosure
Letter
(D) The Vendor is not able to give any confirmation regarding any compliance
with legal or contractual requirements which may be solely the
responsibility of outside directors and shareholders of the Vendor who are
not connected with or appointed by the Company.
(E) It has been agreed between the Vendor and the Purchaser that no
Representations and Warranties are to be given in relation to any or all
of any associated companies.
(F) It should be noted where Representations and Warranties are qualified by
statements such as "except as disclosed in the Accounts" that particular
matters may not have been specifically provided for. However such matters
may have been provided for as a consolidated non specific provision.
Without prejudice to the generality of the foregoing, the following specific
disclosures are made and, for convenience only, refer the Schedules to the
Agreement. Each item disclosed shall, however, be deemed to be a disclosure in
respect of all of the warranties in the Agreement and Schedules thereto and
shall not be limited to the paragraph which is referred to below.
A schedule of outstanding contractual capital commitments of the Company
as attached.
A schedule of loan liabilities of the Company as attached.
A schedule of all other liabilities of the company.
A schedule of service contracts of the Company.
A schedule of the income, corporate and other outstanding tax and revenue
liabilities of the Company.
All the matters and information included, disclosed or referred to in this
letter has been provided by the Company and the Vendor and accordingly we accept
full collective responsibility for the accuracy, completeness or otherwise of
the same or any part thereof.
Yours faithfully,
---------------------------
For and on behalf of The Company Dated [ ]
---------------------------
For and on behalf of the Vendor Dated [ ]
We acknowledge receipt, prior to the Agreement being entered into, of this
Disclosure Letter together with the Exhibits hereto. We confirm that this
Disclosure Letter and all things referred to or attached hereto are fully
disclosed for all purposes relating to the Agreement.
---------------------------
For and on behalf of the Purchaser Dated [ ]
SCHEDULE 7
JOINT ESCROW AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement, made and entered into in the City of Makati, this __th day
of March 2003 by and among:
FORUM PACIFIC INC., a corporation duly organized and existing under
Philippine laws with principal office at represented herein by its President
Xxxxx X. Salud, hereinafter referred to as the "VENDOR";
TRACER PETROLEUM CORPORATION ("The Purchaser") a corporation and
incorporated in Canada and XXXXXXX GROUP ("Predecessors in Interest")
represented by Xxxxxxx X. Xxxxxxx, said PURCHASER and Predecessor in Interest
are hereinafter referred to collectively as the "VENDEE";
XXXXXX X. XXXXXXXX, of legal age, Filipino, with address at 21F Pacific
Star Building, Makati Ave., Makati City, duly appointed by Forum Pacific Inc.,
as the escrow agent for said corporation, and XXXXX X. XXXXXX, of legal age,
Filipino, with address at 000 Xxxx Xxxx., Xxxxxxxxxxx Xxxx, duly appointed by
the PURCHASER and XXXXXXX GROUP, as the escrow agent for said group, both escrow
agents, are hereinafter referred to as the "ESCROW AGENTS".
WITNESSETH: That
WHEREAS, pursuant to the Share Purchase Agreement executed on March ,
2003(the "Purchase Agreement") by the VENDOR and VENDEE, have agreed to sell to
the VENDEE 66% of the Issued Share Capital of FORUM EXPLORATION INC. (the
"COMPANY") consisting of 125,000,000 shares with a total par value in Philippine
Currency of PESOS: P125,000,000 covered by Certificate of Share of Stock
#_______________ (the "SHARES");
WHEREAS, in order to enforce and make effective certain terms and
stipulations of the Purchase Agreement, the VENDOR and the VENDEE have appointed
XXXXXX X. XXXXXXXX AND XXXXX X. XXXXXX as their JOINT ESCROW AGENTS who has
agreed to accept said appointment;
WHEREAS, for this above purpose, the VENDOR and the VENDEE have agreed to
deposit the said SHARES through the ESCROW AGENTS to a Bank Safety Deposit Box
in any bank designated by the ESCROW AGENTS within Metro Manila, which can be
available for physical inspection at any reasonable time by any parties herein
and to be held and disposed of subject to the terms of this Escrow Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises and of
the mutual commitments herein below set forth, the parties hereto voluntarily
agree and covenant as follows:
1. Upon the execution hereof, the VENDOR shall physically deliver unto the
ESCROW AGENTS the SHARES consisting of One Hundred Twenty Five Million
(125,000,000) common stock of the COMPANY. Upon receipt of the SHARES, the
ESCROW AGENTS shall cause the SHARES to be deposited in a safety deposit box of
a duly authorized banking institution in Metro Manila in the names of the ESCROW
AGENTS jointly, and shall thereafter hold and dispose of the same in accordance
with and subject to the provisions of this Escrow Agreement. The ESCROW AGENTS
shall provide and hold jointly the key/s to the bank safety deposit box such
that authority to open the said box shall be upon the joint instructions or
authority of both ESCROW AGENTS.
It is understood that the ESCROW AGENTS shall not be responsible for the
genuineness or authenticity and/or validity of the SHARES or other documents
related thereto, their duty being merely to insure said documents as
above-mentioned are received by them and deposited as above stipulated.
2. On the Completion Date as the term in defined in the Purchase
Agreement, and as notified in writing to the ESCROW AGENTS jointly signed by the
VENDOR and the PURCHASER, the ESCROW AGENTS shall release the SHARES to the
PURCHASER subject to the satisfaction of the following conditions: (a) the
PURCHASER shall have executed and submitted to the ESCROW AGENTS a certification
that the VENDOR has submitted all documents (save the stock certificates
covering the SHARES already subject of this Escrow Agreement and those waived by
the PURCHASER) and all requirements referred to in Clause 8.2 (A)(B) of the
Purchase Agreement; and concurrently, (b) the VENDOR
shall have executed and submitted to the ESCROW AGENTS a certification that the
PURCHASER has submitted all the documents (save those waived by the VENDOR)
referred to in Clause 8.2 (C) of the Purchase Agreement.
3. If, on the stipulated Completion Date, the VENDOR and the PURCHASER
shall not have submitted the certifications referred to in the foregoing Clause
2 (a) and 2 (b), the ESCROW AGENTS shall return to the VENDOR the SHARES, and
the ESCROW AGENTS shall thereupon be released from any obligation under this
Escrow Agreement. Provided however, that the ESCROW AGENTS may nevertheless
continue to retain custody of the SHARES if the VENDOR and the PURCHASER either:
(a) extends the Completion Date; or (b) submits a joint request that the ESCROW
AGENTS continue to have custody of the stock certificates covering the SHARES
under terms and conditions acceptable to the ESCROW AGENTS.
4. On the other hand, in the event that prior to Completion Date, the
ESCROW AGENTS receive a written notice of rescission from the PURCHASER that it
is rescinding the Purchase Agreement pursuant to Clause 2.5 or 8.5 of the
Purchase Agreement, the ESCROW AGENTS shall return the stock certificates
covering the SHARES to the VENDOR, and the ESCROW AGENTS shall thereupon be
released from any obligation under this Escrow Agreement.
5. Should a dispute arise as to the disposition of the SHARES, the ESCROW
AGENTS may, in their sole discretion, deliver the same to the appropriate
judicial authorities for adjudication. In any such event, the ESCROW AGENTS
shall be entitled to indemnification and/or reimbursement by both the VENDOR and
the PURCHASER for all costs and expenses incurred by the ESCROW AGENTS thereon.
Furthermore, the VENDOR and the PURCHASER agree to indemnify and hold the
ESCROW AGENTS harmless against any and all losses, damages, costs and expenses
that may be incurred by the ESCROW AGENTS by reason of compliance in good faith
with the terms of this Escrow Agreement.
6. The ESCROW AGENTS shall have no further obligations, power and
functions other than those herein expressly provided. The ESCROW AGENTS shall
not be obliged to make any interpretation of the terms and conditions of this
Escrow Agreement or the Purchase Agreement. In the absence of bad faith, the
ESCROW AGENTS shall not be liable to any party hereto for any act or omission
based upon any representation of any party, which the ESCROW AGENTS may rely
upon. The responsibility of the ESCROW AGENTS to any party shall be limited to
those attributable to gross negligence, fraud and evident bad faith.
7. For its services herein the ESCROW AGENTS shall be entitled to receive
compensation equivalent to PESOS _____________________ per month or fraction
thereof, to be paid by the VENDOR and the PURCHASER in equal basis.
8. The rights, duties, obligations, undertakings and entitlements of the
ESCROW AGENTS under the terms of this Escrow Agreement shall in all cases be
exercised, assumed, and/or shall pertain to the ESCROW AGENTS jointly and
pursuant to a unanimous decision. In the event of disagreement between them, the
ESCROW AGENTS shall appoint a third party to break the deadlock, and in the
event they shall fail to appoint such third party within 30 days from
disagreement, the selection thereof to the extent practicable, shall be made in
the manner provided in the comparable provisions of the Philippine Arbitration
Law for the selection of a third arbitrator.
9. This Escrow Agreement shall be governed by and construed under the laws
of the Philippines. Any action, which may be brought under this Escrow
Agreement, shall be instituted before the proper court of Makati City, Metro
Manila, and all parties hereto waiving any other venue.
10. Other Provisions: (a) no amendment, modification or addition to this
Escrow Agreement shall be binding upon either party unless reduced to writing
and duly executed by each of the parties in the same manner as the execution of
this Agreement; (b) all parties herein shall not be entitled to assign or
subcontract, either in whole or in part any of its rights and obligations under
this Escrow Agreement without prior written consent of each party; (c) should
any provision of this Agreement be declared illegal, invalid or unconstitutional
by a court of competent jurisdiction, such declaration shall not affect the
legality, validity or constitutionality of the provisions hereof not affected by
such declaration.
11. This Agreement shall be terminated upon fulfilment of all conditions
herein agreed upon.
IN WITNESS WHEREOF, all parties have hereunto affixed their signatures on the
date and at the place first herein above written.
TRACER PETROLEUM CORP. XXXXXXX GROUP
By: By:
--------------------------- ----------------------
XXXXX X. XXXXXX, President XXXXXXX X. XXXXXXX
FORUM PACIFIC, INC.
By:
------------------------
XXXXX X. SALUD, President
------------------------ --------------------
XXXXX X. XXXXXX XXXXXX X. XXXXXXXX
(ESCROW AGENT) (ESCROW AGENT)
Signed in the presence of:
------------------------ ------------------------
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
MAKATI CITY ) S.S.
BEFORE ME, a Notary Public for and in the City of Makati, Metro Manila
personally appeared this __ day of March 2003 the following persons with their
respective Community Tax Certificates:
NAME COM. TAX CERTIFICATE# DATE/PLACE ISSUED
Who are known to me and to me known to be the same persons, who executed the
foregoing Joint Escrow Agreement consisting of Four (4) pages, properly signed
by the parties and their witnesses and they acknowledged to me that the same is
their own free act and voluntary deed and that of the company whom they
represent.
NOTARY PUBLIC
Doc. No._____
Page No._____
Book No._____
Series of 2003
SCHEDULE 8
THE FIXED ASSETS OF THE COMPANY IN CEBU
1.0 HYCALOG RIG HH 3500 AND ANCILLARIES
1.1 Model
"Hycalog" Hydraulic HH 3500, Top Head Drive
1.2 Drill Mast
The mast is 67 feet in height, sectional, with dynamic hook load capacity
of 150,000 lbs., track guide for travelling block and power swivel, floor
attached as one, and constructed of welded tubular steel.
1.3 Hoist/ Draw works
"HYCALOG" HH SN 3506 : Double drum, single speed, oil batch enclosed case,
pressure compensated, variable stroke, axial piston hydraulic motor and
accessories mounted. Hoist drum grooved for 7/8" drilling line and
sandline for 9/16"0. Full wrap type hoisting drum brakes are cooled by
circulating water.
1.4 Power Swivel
"Hycalog" Model 200 : Swivel top drive is capable of 200 rpm, 3,100 ft-lb
torque, complete with drive accessories. Stem pin is 3-1/2" FH and tilts
horizontally to facilitate making connections. Operates on left and right
hand rotation by two (2) vane type fluid motors at maximum working
pressure of 2000 psi.
1.5 Rig Floor Equipment
Remote make-up and break-out by Power Xxxx Xxxxxx Model 94, sizes range
from 3-1/2" to 10-3/4" by changing jaws and insert with lift stand rack;
KELCO power slip J-10.
1.6 Integral Pipe Handler
2,000 lbs capacity with pipe length of +/- 38 feet, complete with
hydraulic components, raise and lower hydraulic cylinder and control.
Operated by driller/roughneck at rig floor.
1.7 Pipe Racks
One pair, hydraulically operated to feed the pipe handler from the trailer
and vice-versa. Complete with hydraulic hoses, motors and fittings. Skid
mounted.
1.8 Remote Control Console
All controls for drawworks, engines, pumps, power tongs, air slips, power
swivel, type "G" weight indicator, Xxxxxx-Xxxxxx with anchor and hose.
1.9 Rig Trailer
Xxxxxx" low bed trailer model 259, with tandem 20,000 lbs axle on 9 x 15
tires. Hydraulically levelled.
Rig total weight : 65,000 lbs (estimate)
2.0 AUXILLARY BASE
All steel fabricated. Frame made of 6" square tubing, 6" WF and 10" XX
xxxx, centered to mast manual adjustable screw xxxx. Designed to suit a
cellar 10 feet by 8 feet.
Dimensions : 16 ft L x 10 ft W x 6 ft H
Estimated Weight : 15,000 lbs
3.0 SUB-STRUCTURE
Made and modified from US Army M80 armored tank maintenance rack. All
steel fabricated platform with detachable drive-up ram. Equipped with rack
over axle for in-field moves.
Dimension : 35 ft L x 9 ft W x 5 ft H
Estimated Weight : 28,260 LBS
4.0 DOG HOUSE TRAILER
Steel workdeck shed with Geolograph, 2 pin recorder, penetration and
trips, hand tools, knowledge box, deviation instruments, work shop and
hydraulic accumulator unit mounted in front of trailer. The dog house is
hydraulically elevated above the carrier trailer bed to rig floor. The
steel flooring join the dog house to the rig floor. The five-station
accumulator unit is rigidly mounted to trailer deck and accessed by
stepping down from dog house or rig floor.
Dimension : 41 ft L x 8 ft W x 13 ft H
Estimated weight : 37,000 lbs
Mounted on tandem axle trailer with 10 x 20 tires.
5.0 PRESSURE CONTROL SYSTEMS
5.1 One (1) unit "Hydrill" MSP 2,000 Annular BOP, 11" x 3000 psi, studded top
and 3000 flanged bottom (R-53 gasket) fitted with nitrile closing element.
5.2 One (1) set Xxxxxxx LWS Gate type BOP. Double ram, 11" x 3,000 psi studded
complete with 4 each 4" x 3,000 (R-37 gasket) reduced to 2" x 2,000 psi
side outlet below each gate.
5.3 One (1) unit "Koomey" closing unit. Five station (one spare) type 80 Model
100-11S, WP 3,000 psi.
5.4 One (1) unit "Grant Shorty" Rotating Head, non-circulating oiler with 50
feet hole, with 7", 8 round outlet Model No. 7068.
6.0 HYDRAULIC POWER PACKAGE
Driven by Twin 671N Detroit Diesel Engines, 250 gals, Hydraulic Oil
reservoir, with two (2) commercial shearing hydraulic pumps, one (1)
Xxxxxxx radial variable stroke pump, heat exchanger, pressure relief and
returns system, plumbed complete to quick connect fittings; Quincy air
compressor and air receiver for rig air with 400 gals fuel tank. EMSCO
D-175 mud pump driven-off compound common to compressor and hydraulic
pumps. With forged steel fluid end part and DEMCO shear relief valve.
EMSCO D-175 has 6-1/2" piston, 12" stroke and 1-7/8" rod, mounted on
"Xxxxx" LBT tandem axle trailer with 8.25 x 15 litres
Dimension : 35 ft L x 8 ft W x 9.5 ft H
Estimated weight : 35,000 LBS
7.0 ONE UNIT AIR COMPRESSOR "XXXXXXX DENVER" MODEL SKQ
Producing 900 CFM at 350 psi, two stage screw type displacement rotary
machine using two sets (main and secondary) synchronously meshing helical
rotor in one cylinder to effect compression. Coupled to Detroit 12V-71T
Diesel Engine, 440 HP Model #7123-7300 SN 12VAO 71853, Turbo charged,
radiator cooled, 24 volts electric starter and charging alternator.
Plumbed with 800 gal Fuel Tank, 2" x 100 ft. high pressure hose reel and
fittings. Mounted on the side rack are 5 pcs 5" (I.D.) x 20 feet blowie
line with hammer union ends. Compressor and engine is skid mounted.
The unit is mounted on a hydraulically levelled drop deck LBT 1972, tandem
axle trailer with 10 x 20 tires.
Dimension : 39 ft L x 8.5 ft W x 12.3 ft H
Estimated weight : 39,200 lbs
8.0 FOAM / MIST PACKAGE
Powered by Detroit Diesel Engine 4-71. Two cycle, 4 cylinder, 160 BHP at
2,100 rpm with twin disc PTO, driving XX0 Xxxxxxxx triplex plunger pump
series 200, output range from 11-25 GPM at maximum pressure of 1,500 psi,
with 3-speed Brownie power divider, 3-compartment water tank - 2,000 gal
capacity, with Leroi compressor producing 30 cfm at 275 psi (can be used
as auxillary to Rig air). Unit equipped with "Winco" Generator, with 120
volts/220 volts, single phase 8,000 xxxxx, 60 Hz. Complete with left and
right tool box with assorted spare hoses and fittings. A standby portable
Monarch transfer pump and yellow dog pump both coupled to Xxxxxx &
Xxxxxxxx gasoline engine.
The unit is mounted on "Tempte" DRE tandem axle trailer with 8.25 x 20
tires.
Dimensions : 30 ft L x 12 ft W x 8 ft H
Estimated Weight : 21,500 lbs
Additional data to Triplex plunger pump :
Rated at - 13 HP at 450 rpm
Output - 16 bbl/hr
9.0 CEMENTING UNIT/ MUD MIXER/ CIRCULATING UNIT
"Western" cementing Frac unit with two (2) RB81 4-1/2 x 8 Triplex pumps,
driven by two (2) units Cummins VT12-700 V-12, cylinder diesel engines,
coupled with Xxxxxxx CLT 6061 Torque converter. Batch mix capacity is 25
bbls, with two units Harrisburg 5 x 6 12" impeller. Maximum output power
for pump, single or two engine operation. Plumbed with two (2) each 10
bbls displacement tank. Piped with 3" sch. 1502 and low torque valve.
Hydraulic starter, and battery charging alternator.
Mounted on custom built high bed trailer on a tandem axle trailer with
10 x 20 tires.
Dimension : 35 ft L x 8 ft Wx 13.5 ft H
Estimated weight : 72,000 lbs
10.0 MUD TANK
Capacity : 250 bbls, 3 compartments, skid mounted
"Xxxxxx" Single tandem (2 layer screen) and mud cleaner, both with 7.5 hp
explosion proof motor with individual EP manual toggle switch and mounted
on deck. Tank is plumbed for agitation.
10.1 Mixing Pump
Escadrill 5 x 6 Centrifugal 14" Impeller pump.
10.2 Shale Shaker
"Xxxxxx" Single tandem (double deck screen).
10.3 Mud Cleaner
"Xxxxxx" Single tandem/double deck screen.
10.4 Cement Unit can be plumbed into this unit for mud mixing circulating and
capabilities. Rig pump can be paralleled or compounded.
Dimension of tank : 48 ft L x 8 ft W x 7 ft H
Estimated weight : 34,000 lbs
11.0 STORAGE VAN WITH WORKSHOP/ DRILLING OFFICE
Fruehauf Reefer van, fully insulated and air-conditioned. Continental
refrigeration unit serves as power 110V and 240V for van and office.
Complete with work bench, core recovery, bench, tool and spare parts
storage, small office for rig, technical library and small refrigerator,
oven and washing machine.
Mounted on a 1984 XX Xxxxxxxx tandem axle trailer with 11 x 24.5
tubeless tires.
Dimension : 45 ft L x 8 ft W x 13.17 ft H
Estimated weight : 42,000 lbs
12.0 CYLINDRICAL WATER TANK
One (1) unit cylindrical water tank capacity 100 bbls with 220 V 1HP
"Xxxxx" dispensing centrifugal pump. Plumbed with 4" x 6" discharge line.
Mounted on HB tandem axle trailer with 10 x 22 tires.
13.0 GENERATOR SETS
13.1 One unit "GE" Generator 125 kva (100 kw) model 5SJ445 - P33YI, 30,
120/220/440 volts, 0.8 PF driven by Detroit Diesel engine 671N, 250 HP at
2300 RPM. Wired to distribution cicuit breakers. Equipped with individual
control for pumps, rig lights, electric tools and appliances, with brand
new Royal cords as follows:
13.1.1 75 mtrs Royal cord # 6/4C with fittings
13.1.2 150 mtrs Royal cord # 12/4C with fittings
Mounted on a single axle double tires L7 215/85 custom built trailer.
Trailer dimension : 12 ft L x 7 ft W x 5 ft high
Estimated weight : 8,000 lbs
13.2 One unit "Winco" Generator, 8,000 xxxxx capacity, model 8KS4GC-13, 115/220
volts, 35 amps, single phase rated at 1800 rpm mounted on foam/ mist unit.
13.3 One unit "Honda" Portable Generator model EM 5000S, 120/240 volts 60 Hz,
rated at 4.5 kva, single phase, DC Voltage, 12 volts at 8.3 amps, gasoline
engine, battery and hand crank starter.
14.0 TRANSPORTATION AND LIFTING FACILITIES
14.1 One (1) unit "Autocar" 1979 tractor/winch/rig truck. Powered by Cummins
350 engine, 4 x 5 trans with Tulsa 70 and Tulsa 34 winch, oil field bed,
heavy load gin poles, fifth wheel hitch, oil field bumper with rolling
tailboard and 10 x 22 tires. (VIN # PT1 FRH MO88825)
Dimensions : 30 ft L x 8 ft W x 9 ft H
14.2 One (1) unit "Autocar" 1978, motor number Q01FTGD0867 98, powered by
Cummins 290 Diesel Engine, with 10 x 20 tires. Other specification as
above.
14.3 One unit Xxxx truck, prime movers powered with Cummins 220 diesel engine
Model B 62SX1 with fifth wheel hitch and 10 x 20 tires.
14.4 One (1) unit CAT DC6 Power shift dozer, hydraulic tilting 10-ft blade and
with four (4) ripper, 6 cylinder diesel engine SN # 691-UP, complete with
winch and tow hitch.
15.0 TRAILERS
15.1 One (1) unit Semi trailer low bed, 25 ton capcity built for CAT D6C
bulldozer. Mounted on tandem axle, 4 each 10 x 15 Hi-Xxxxxx tires,
complete with manual operated landing gear.
Dimensions : 35 ft L x 9.5 ft W
15.2 One (1) unit custom built trailer for BOP. Mounted on tandem axle with
8.25 x 15 tires with folding landing gear.
Dimensions : 35 ft L x 8 ft W
15.3 One (1) unit high bed trailer "Tempte" (for 2-7/8" drill pipes) mounted on
tandem axles with 10 x 20 tires, manual poor boy landing gear and rolling
tailboard.
15.4 One (1) unit "Xxxxxxx" high bed trailer (for 3-1/2" DP) mounted on tandem
axle 10 x 22 tires 8 ply nylon thread and 6-ply sidewall with rolling
tailboard.
Dimensions : 35 ft L x 8 ft W x 8 ft H
Estimated weight : 55,000 lbs
16.0 STEEL STORAGE VAN
White color, 40 ft. L x 8 ft W x 8 ft H, materials and supplies stored
subject to inventory. Skid mounted.
17.0 CYLINDRICAL FUEL STORAGE TANK
One (1) unit, 6.5 ft in diameter x 15 ft L, with manhole, 2" vent and 2"
outlet. No baffles, skid mounted. Capacity, 13,600 litres.
18.0 CHOKE MANIFOLD ASSEMBLY
One (1) unit 2-1/16" x 5000 psi, with 4-way cross, 2-1/16" complete with
"Gulfco", two manual adjustable chokes, skid mounted.
19.0 PRODUCTION METER XXXXXXX "SIMPLEX" (Xxxxxxx Ind.)
Meter run, Sch. 80, 3" - 300 lbs, mounted on a 3 ft x 9 ft manifold, 3
pens, Xxxxxx recorder 202E with total hook-up of :
19.1 3" x 300 lbs threaded Kimray Back pressure valve regulator
19.2 3" "Flangnek" Ring joint flange orifice plate holder with 3 sets of SS304
meter tops 0.50", 0.625" and 1.00".
20.0 DRILL PIPES
20.1 3,622 ft Drill Pipe 2-7/8" x 10.4 ppf x 2-7/8" IF Pin and Box Connection
2,287 ft Drill Pipe 3-1/2" x 13.3 ppf x 3-1/2" IF Pin and Box Connection
67 ft Drill Pipe 5" x 15.5 ppf (for ginpole use)
NOTE : Drill pipes with no recent inspection.
21.0 DRILL COLLARS
Drill collars with thread protectors.
21.1 8 pcs Slick Drill Collars 4-3/4" x 2-1/4" ID x 3-1/2" IF connections
21.2 8 pcs Slick Drill Collars 4-1/4" x 2" x 3-1/2" IF connections
21.3 4 pcs Slick Drill Collars 6-13/16" x 3" x 4-1/2" IF connections
21.4 1 pc Slick Drill Collars 4-5/8" x 2-1/4" x 3-1/2" IF connections
22.0 WELDING MACHINES/ CUTTING OUTFIT
22.1 One (1) unit "Lincoln" gasoline driven welding machine, Model SA
200F-163, 200 amps capacity. Variable voltage DC Arc welding power
source, with 115 volts DC power outlet.
22.2 One (1) set "Xxxxxx" cutting outfit Model CA 2460 complete with
regulators, two oxygen tanks (one spare) and one acetylene tank. Set
mounted on heavy duty push cart.
