JOINT EXPLORATION AGREEMENT
This
Joint Exploration Agreement ("Agreement") is entered into this 26th day of
June,
2006, by and between. Westside
Energy Corporation, 0000
Xxxx
Xxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000-0000
hereinafter referred to as
"Westside"
and Forest
Oil Corporation,
located
at 000 00xx
Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, hereinafter referred
to as "Forest". "Westside" and "Forest" are collectively referred to herein
as
the "Parties"
and sometimes individually referred to as a "Party."
RECITALS
WHEREAS,
Westside
owns Oil and Gas and Mineral leases on approximately 8568 gross
and
6,798.48 net mineral acres in Hill County, Texas, ownership in 3-D Seismic
Data,
pipelines,
rights-of-way and certain surface rights necessary in the operations
contemplated herein which are listed on Exhibit "A" to this Agreement,
identified as
Westside
Energy Corporation
Leases and which also lie within the boundaries of the area identified on
Exhibit "B"
as
the "Contract Area", and
WHEREAS,
Forest owns Oil and Gas and Mineral leases on approximately 8569 gross and
6899
net mineral acres in Hill County, Texas which are also listed on Exhibit "A"
to
this Agreement,
identified as Forest Oil Corporation Leases and which also lie within the
boundaries of
the
geographical area identified on Exhibit "B" as
the
"Contract Area", and
WHEREAS,
The Parties anticipate that additional oil and gas leases, options to acquire
oil
and
gas leases, mineral and royalty interests, farmins or
other
interests in oil and gas may be obtained
in the future by the Parties within the AMI, as hereafter defined,
and
WHEREAS,
Westside and Forest desire to cross-assign their undivided interests located
within
the Contract Area and desire to participate together, and with others, if any,
in the exploration
and development of the Contract Area subject to the terms and conditions set
forth herein,
and
WHEREAS,
each Party hereby represents, but does not warrant, that it owns, or has the
right
to
own the Existing Leases and other interests, as defined below and that they
have
the full power and authority to assign an undivided interest in and to the
Existing Leases they have identified
on Exhibit "A", along with other interests owned within the Contract Area,
and
that each
Party will, upon request, provide the other Party with copies of all
documentation that they have in their possession or control pertaining to the
Existing Leases and other interests owned within
the Contract Area.
NOW
THEREFORE, In consideration of the mutual agreements contained in this Agreement
Westside
and Forest hereby agree and acknowledge that:
Article
I Definitions
1.1 For
all
purposes of this Agreement, the following terms shall have the
following
meanings,
unless
the context otherwise states:
"Contract
Area" shall
mean the geographical area designated on "Exhibit "B" "Effective
Date" shall
mean June 26, 2006
"Existing
Leases" shall mean collectively the Forest Existing Leases an.d the Westside
Existing
Leases.
"Forest
Existing Leases"
shall mean the Oil, Gas and Mineral Leases so designated on Exhibit "A" attached
hereto and incorporated herein by reference for all purposes.
"Good
and Defensible Title" shall
mean title which is reviewed and confirmed by experienced Land and Legal
professionals to be such ownership of the leases as is represented
on Exhibit "A", using title abstracts or county title records and that which
is
acceptable
to a prudent operator in the Fort Worth Basin for acquiring oil and gas
leases
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"JOA"
shall mean, as applicable, the modified AAPL Form 610-1989 Model Form Joint
Operating
Agreement, attached hereto as
Exhibit
"E", one of which will be executed by the Parties covering all operations on
the
Westside Existing Leases and naming Westside as
operator and another of which will be executed by the Parties covering all
operations on
the
Forest Existing Leases and naming Forest as operator.
"Notifying
Party" shall mean either Party to this Agreement who notifies the other Party
of
a
title defect in a portion of their leasehold which they contribute to the
Contract Area.
"Over
Expended Party" shall. Mean the Party to this Agreement who will receive cash
consideration in order to equalize expenditures of the Parties under Article
VII
of this Agreement.
"Westside
Existing Leases" shall mean the Oil, Gas and Mineral Leases so designated
on
Exhibit "A" attached hereto and incorporated herein by reference for all
purposes.
"Under
Expended Party" shall mean the Party to this Agreement who will be required
to
add
cash consideration in order to equalize expenditures of the Parties under the
Article VII of this Agreement.
"Undivided
Percentage Interest" shall mean the undivided percentage of ownership of
interests
of each Party in the "Contract Area". The Undivided Percentage Interest to
be
owned
by
Forest is fifty percent (50%) and by Westside is fifty percent
(50%).
Article
II
Effective
Xxxx
2.1 The
effective date of the transaction contemplated herein shall be June 26,
2006
(hereinafter
referred to as the "Effective Date").
Article
III
Term
of Agreement
3.1 This
Agreement
shall remain. in force and effect for a term of three (3) years from
the
Effective
Date and shall terminate and shall no longer be in force and affect after June
26, 2009.
Article
IV
Review
of Title to Leasehold
4.1
Within one hundred eighty (180) days following Closing (the "Defect Notice
Date") each Party,
at
its sole cost and expense, will have the right to conduct a title examination
of
the other Party's leases. If,
after
completion of its title examination, Forest or Westside identifies title
defects
-fas-applicable, the "Notifying Party") that result in either Party not having
Good and Defensible Title to a lease(s), it shall provide written notice to
the
Party owning the lease(s) (the "Notified
Party") identifying such defects in reasonable detail (the "Defect Notice"),
whereupon the
Notified Party shall have sixty (60) days within which to satisfy such title
defects to the reasonable satisfaction of the Notifying Party.
4.2
In
the event that the Notified Party fails to cure any such title defects
identified within sixty
(60) days after the Defect Notice Date then such defective interests shall
be
removed from this
transaction and the Notified Party shall, within fifteen business days
thereafter either (i) reimburse
the Notifying Party an amount equal to the defective net acres times the
Notifying Party's
Undivided Percentage Interest times $550 per acre or (ii) contribute additional
leasehold acreage
within the Contract Area as a replacement for the defective acreage at the
Notified Party's
sole expense and assign to the Notifying Party its Undivided Percentage Interest
in such additional
acreage in accordance with Section 5.1.
4.3
In
the event that the Notified Party's defective interests exceed 1000 net acres
and the Notified
Party has not cured such defects, replaced the defective acreage or reimbursed
the Notifying
Party as
provided
in Section 4.2 within sixty (60) days after the Defect Notice Date, then the
Notifying Party shall have the right to receive a reassignment of a portion
of
the
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undivided
leasehold interest in the acreage Notifying Party contributed hereunder equal
to
the same
number of net acres affected by the defective interests and said reassigned
net
acres shall be
withdrawn from the Contract Area and shall no longer be subject to this
Agreement. If the Notifying
Party elects to receive such reassignment of net acres there shall be no
adjustment with respect
to the number of acres included in such reassignment as provided in section
4.2,
above.
4.4
If
the defective interests do not exceed 1000 net acres and if the Notified Party
is able to cure
some
or all of the title defects within ninety (90) days after the Defect Notice
Date, to the Notifying
Party's satisfaction, then the Notifying Party shall pay to the Notified Party
an amount equal
to
the actual net acres attributable to the cured title defects times the Notified
Party's Undivided
Percentage Interest times $550 per acre.
Article
V
Consideration
and Form of Assignment
5.1The
Parties agree to cross assign and exchange their interests in the Contract
Area
as
follows:
a. Westside
shall execute and deliver to Forest an Assignment of an undivided fifty percent
(50%) of Westside's interest in and to the Westside Existing Leases, such leases
bearing a net revenue interest of not less than 80% (the "Westside
Cross-Assignment"). Said partial assignment
shall be made subject to this Agreement, the JOA, as hereinafter defined, and
to
the terms
of
the Westside Existing Leases, and shall be made without warranty of title,
except as to the
acts
by, through, or under Westside, but not otherwise and shall be made free and
clear of any
liens, mortgages or any other encumbrances. The Assignment shall be made in
the
form attached
hereto as Exhibit "C", and made a part hereof.
b. Forest
shall execute and deliver to Westside an Assignment of an undivided fifty
percent
(50%) of Forest's interest in and to the Forest Existing Leases, such leases
bearing a net revenue
interest of not less than 80% (the "Forest Cross-Assignment"). Said partial
assignment shall
be
made subject to this Agreement, the JOA, as hereinafter defined, and to the
terms of the Forest
Existing Leases, and shall be made without warranty of title, except as to
the
acts by, through,
or under Forest, but not otherwise and shall be made free and clear of any
liens, mortgages
or any other encumbrances. The Assignment shall be made in the form attached
hereto
as
Exhibit
"C", and made a part hereof.
c.
Westside shall also execute an Assignment and Xxxx of Sale conveying to Forest
fifty
percent (50%) of Westside's interest in the Pipelines and other facilities,
Rights-of Way, 3-D
Seismic
and other assets owned by Westside within the Contract Area.
Article
VI
Closing
6.1
The
consummation of this transaction contemplated by this Agreement shall take
place
in rFfesis
office
at
2:00PM Central Standard Time on July 17, 2006, or such other place to
which
the
Parties may agree in writing.
6.2At
closing the following shall occur:
(i) Subject
to the Over Expended Party's election pursuant to Section 7.2, below,
the Under Expended Party shall deliver to the Over Expended Party the
remaining
funds necessary in order to equalize costs under the provisions of Article
VII.
Said funds will be paid by the Under Expended Party by wire transfer.
(ii) Westside
shall execute, acknowledge and deliver to Forest the Westside
Cross-Assignment.
(iii)Forest
shall execute, acknowledge and deliver to Westside the Forest
Cross-Assignment.
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Article
VII
Cost
Equalization
and Future Spending
7.1
A
summary of costs incurred by Westside and Forest for leasehold acquisition,
title and brokerage expense, pipelines and other facilities, rights-of-way,
surface and water rights, geophysical data and surface damages and all other
related costs through the Effective date within
the Contract Area are itemized on Exhibits "D" respectively, attached hereto
and
made a part
hereof. Sufficient support shall be provided by each Party in order to confirm
such expenditures.
The combined total of costs incurred by both Parties shall be defined as "Total
Sunk
Costs".
7.2
If
the costs incurred by the Parties, as shown on Exhibits "D" are not equal,
then
there shall
be
an equalization of such costs by the Under Expended Party either by cash
payment, or by disproportionate
sharing of future expenditures (at the Over Expended Party's election) so that
each Party shall have paid fifty percent (50%) of the Total Sunk Costs within
the Contract Area.
Article
VIII
Area
of Mutual Interest
8.1
The
Parties shall form an area of mutual interest within the Contract Area covering
the lands
lying within the heavy dark line and identified as the "Contract Area" on the
attached Exhibit
"B" (the "AMI"). If any portion of a leasehold interest lies within the Contract
Area then all
of
said leasehold interest shall be deemed to be within the AMI (the "AMI Leases")
for the purposes
of this provision. If a Party, or a successor or assign of a Party ("Acquirer")
acquires or enters
into an agreement to acquire, by purchase, farmout or otherwise, an interest
in
an oil and gas
lease, or
the
production therefrom, within the AMI, then within thirty (30) days Acquirer
shall
give written notice to the other Party(s) ("Non-Acquiring Party") of such
acquisition. This notice
shall include the actual cost and all other material information pertaining
thereto, including without limitation copies of all instruments of conveyance,
legal description of the interest acquired, copies of leases, memorandums of
lease, lease options, agreements, drafts, checks, lease purchase reports and
lease title documents associated with the acquisition by the Acquirer. The
Non-Acquiring Party shall have a period of 30 days after receipt of this notice
within
which to elect whether to purchase its proportionate working interest share
of
the acquired interest.
The Non-Acquiring Party shall make its election in writing to the Acquirer
and
shall pay
its
proportionate share of acquisition costs upon the delivery of an appropriate
assignment of interest
by the Acquirer. If a Non-Acquiring Party fails to notify the Acquirer of its
election within
said 30 days then it shall be deemed to have elected not to acquire said
interest.
Article
IX
Operations
and the Joint Operating Agreement
9.1
The
Parties agree that all operations on the Westside Existing Leases will be
conducted under
the-teams and conditions of the JOA naming Westside as operator. The JOA will
be
executed
by both Parties on, or before Closing and shall be for a term as provided
therein. Prior to
spudding the first well to be drilled on the Forest Existing Leases, the Parties
will execute a second
JOA substantially identical in form to the Westside JOA naming Forest as
operator for all operations
on the Forest Existing Leases.
9.2
The
Parties hereby agree that the number of xxxxx to be drilled through the 2006
calendar year shall not exceed four (4) xxxxx and shall not exceed twelve (12)
xxxxx in
the
2007
calendar year.
It
shall also provide that the Non-Consent Provision for the first five (5) xxxxx
drilled under the
terms
of this Agreement shall be a relinquishment of all rights in the wellbore and
leases in a contiguous
320 acre rectangle centered over the horizontal projection of the perforated
interval of
said
well. The JOA shall also provide for an industry standard consent to assign
provision. In the
event
of a conflict or inconsistency between the provisions of this Agreement and
the
provisions
of the applicable joint operating agreement, the provisions of this Agreement
shall
prevail.
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Article
X
Initial
Test Well
10.1
Westside and Forest shall, on or before August 1, 2006 commence the drilling
of
a horizontal exploratory well (the "Initial Exploratory Well"), at a mutually
agreeable location within
the boundaries of the "Contract Area". Said Initial Exploratory Well shall
be
designed to reach
a
measured depth of 10,678' and True Vertical Depth of 8,500' with a minimum
2000'
lateral
section. The Parties agree to use commercially reasonable efforts to drill
the
Initial Exploratory
Well to a depth adequate, in Forest's reasonable opinion, to test the Xxxxxxx
Shale section
identified between the stratigraphic equivalent depths of 8,630' and 8,876'
as
seen on the Induction
Electric Log in Mobil Oil Corporation's X.X. Xxxxxxx #1 Well, (X. X. Xxxx Survey
A-750,
Hill
County, Texas), or such other lateral depths as agreed upon between Westside
and
Forest (the "Objective Depth").
10.2
Said
Initial Exploratory Well shall be drilled by Westside, as operator, using a
mutually acceptable
drilling rig. The entire cost, risk and expense of permitting, drilling and
completing the
Initial Exploratory Well to the Objective Depth is estimated to be approximately
$3,039.996.00 as reflected on the well cost estimate attached hereto as Exhibit
"F". All well costs
associated with the Initial Exploratory Well shall be borne by the Parties
on
the basis of their working interest ownership in the Contract Area as set forth
herein and pursuant to the terms
and
conditions of the JOA.
10.4
In
the event Westside drills the Initial Exploratory Well and said well fails
to
reach Objective
Depth due to mechanical difficulty, or such well encounters rock salt, heaving
shale, excessive
water flow, excessive pressure, igneous or other impenetrable formations or
conditions which
would render drilling impracticable, or if such Well is completed as a dry
hole
and properly plugged and abandoned, then Westside shall have the option for
one-hundred and twenty (120) days from rig release of the Initial Exploratory
Well to drill a substitute well to Objective
Depth within the Contract Area (the "Substitute Well") and Forest agrees to
participate in
such
Substitute Well for its Undivided Percentage Interest,
Article
XI Notices
11.1
All
notices between
Forest
and Westside shall be made in writing to the following addresses
unless otherwise agreed upon by the parties:
Forest
Oil
Corporation
000
0
x
Xxxxxx,
Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000 Attn:
X.
X.
Xxxxxx Tel.:
(000)
000-0000 Fax:
(000) 000-0000
Westside
Energy Corporation
0000-Xxxx
Xxx
Xxxxxxx, Xxxxx
0000 Xxxxxxx, Xxxxx 00000-0000
Attn:
Xx.
Xxxxx X.
Xxxxxx
Tel.:
(000) 000-0000 Extension
201
Fax:
(000)
000-0000
11.2
Delivery of such notices as above provided shall be deemed received by and
effective as to
the
Party to whom it is addressed only upon actual receipt,
by the
Party, or if transmitted by facsimile,
the successful completion of such transmission during normal business hours
of
Xxx to
5pm,
local time of the receiving Party. No change of notice is binding on any Party
until all Parties have received notice containing the changed
information.
Article
XU
Restrictions
on Assignment
12.1
This
Agreement shall be binding on the Parties hereto, and their respective heirs,
successors
and assigns. Upon the written consent of the Parties to this Agreement,
which
consent
shall not be unreasonably withheld, any Party may assign all or a part of its
interest
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under
this Agreement and the Contract Area to one or more third parties, which
assignee(s) shall
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then
be
subject to this Agreement, the JOA and the terms of the Leases, and shall be
deemed to have assumed the assigning Party's obligations pursuant to this
Agreement, the JOA, and the ExiSting
Leases, or the AMI Leases resulting hereunder, to the extent of the interest
so
assigned.
Article
XM
Relationship
of the Parties
13.1
It
is understood that this Agreement is not intended to create a partnership or
joint venture
between Westside and Forest, nor shall the provisions of this Agreement be
construed as creating
such relationship. For Federal income tax purposes, each of the Parties elects
to be excluded
from the application of all provisions of Subchapter K, Chapter 1, Subtitle
A,
of the Internal
Revenue Code of 1986, as permitted and authorized by Section 761 of said Code
and the regulations
promulgated therewith. The liability of the Patties hereunder shall be several,
not joint
or
collective.
Article
XIV Amendments
14.1
Any
amendments to this document shall be in writing and executed by the Parties
having an
interest under the terms and provisions of this Agreement.
Article
XV
Governing
Law and Venue
15.1
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Texas, without regard to conflicts of laws principles
thereof, and shall be binding
upon and inure to the benefit of the Parties, Operator and their respective
heirs, personal representatives, successors, and assigns, and shall supersede
all prior oral and written agreements between,
the Parties in connection with the subject matter thereof. Venue for all causes
of action arising
hereunder shall be in Xxxxxx County, Texas.
Article
XVI
Bankruptcy
16.1
If
following the granting of relief under the Bankruptcy Code to any Party hereto
as Debtor
thereunder, this Agreement shall be held to be an executory contract under
the
Bankruptcy
Code, then the non-bankrupt Parties shall be entitled to determination by the
debtor or any trustee of the debtor within thirty (30) days from the date an
order for relief is ordered under the Bankruptcy Code as to rejection or
assumption of this Agreement. In the event of an assumption,
such Parties seeking determination shall be entitled to adequate assurances
as
to the future
performance of the debtor's obligation hereunder and the protection of the
interest of all Parties. The-debtor
shall satisfy its obligations to provide adequate assurances by
either
advancing
payments or depositing the debtor's proportionate share of expenses in
escrow.
Article
XVII Severability
17.1
In
case any one or more of the provisions of this Agreement shall, for any reason,
be held to
be
invalid, illegal or unenforceable in any respect, any other provisions in this
Agreement shall
be
construed as if
such
invalid, illegal or unenforceable provisions had never been contained
herein. Such invalid, illegal or unenforceable provisions shall be given effect
to the maximum
extent then permitted by law.
Article
XVIII
Further
Assurances
18.1
Westside and Forest represent that to the best of their knowledge there are
no
lawsuits, demands, actions or other proceedings pending before any court or
governmental agency, or
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threatened,
which affect the leasehold within the Contract Area nor the transaction
contemplated by
this.
Agreement
18.2
After the execution of this Agreement, the Parties agree to take such further
actions and to
execute, acknowledge and deliver all such further documents that are necessary
or useful in carrying out the purposes of this Agreement or any document
delivered pursuant hereto.
18.3
This
Agreement supersedes any, and all other agreements, either verbal or in writing
between
the Parties hereto with respect to the subject matter hereof
Article
XIX
Pipeline
Projects Within the Contract Area
19.1
Both
Parties will have the right to participate for its
proportionate
working interest in any "Dedicated
Trunkline Project" developed within the Contract Area. For the purposes of
this
Agreement, a "Dedicated Trunkline Project" is defined as any pipeline downstream
of any flow line
or
production facility designed to handle the production from an individual well..
The Dedicated
Trunkline Project includes all associated compression and processing facilities
constructed or acquired by either Party after the Effective Date that are
designed to handle production from multiple xxxxx and which are being
constructed solely for the purpose of transporting
to market oil or gas produced by either Party within the Contract
Area.
19.2
Prior to construction of any Dedicated Trunkline Project, a Proposing Party
will
provide written
notice to the other Party of the Dedicated Trunkline Project. Such notice shall
include a description
of the Dedicated Trunkline Project, the estimated cost of the Dedicated
Trunkline Project and the expected economics for the Dedicated Trunkline
Project. Within 30 days the Party
receiving such written notice, shall elect whether to participate in the
Dedicated Trunkline Project.
In the event the Party receiving such written notice fails to provide a written
response to the
proposing Party within such 30 day period, then they shall be deemed to have
elected NOT to participate in the Dedicated Trunkline Project. If the Party
receiving such written notice elects to participate
in the Dedicated Trunkline Project, the Parties will enter into mutually
acceptable agreements to govern the ownership, construction and operation of
the
Dedicated Trunkline Project. If the Party receiving such written notice elects
NOT to, or is deemed to have elected to not,
participate in the Dedicated Trunkline Project, then their working interest
share of any oil or gas
transported on such.
Dedicated Trunkline Project shall pay a transportation rate which shall be
calculated to ensure that the proposing Party recovers its costs for operating
the Dedicated Trunkline
Project plus a rate of return on its investment consistent with the rate of
return that is typically
earned in other similar pipeline projects. •
IN
WITNESS WHEREOF, this
Agreement is dated effective June 26, 2006 at 7:00 A.M.,
Central Standard Time and is specifically conditioned upon and made subject
to
the complete
and final execution of the Purchase and Sale Agreement.
X.
X.
Xxxxxx
Senior
Vice President, Southern Business Unit
WESTSIDE
ENERGY CORPORATION
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Exhibit
"A"
Attached
to that certain Joint Exploration Agreement dated June 26, 2006
between
Forest Oil Corporation and Westside Energy Corporation.
Westside
Energy Corporation Leases
|
Lessor
|
Lessee
|
Cross
Acres
|
Pict
Acres
|
sues
|
DATED
2/25/2005
|
|
Xxxx,
Xxxx
|
Westande
Energy Corp. .
|
7.11
|
'7.11
|
3-2yr
|
|
|
Xxxx,
Xxxxx, etal
|
181.32
|
141.00
|
Syr
|
8/6/2004
|
|
|
Ball,
Ronde!! ,
|
Wcatddc
Energy Corp.
|
3.00
|
1.50
|
Syr
|
8/6/2004
|
|
Xxxxxxx
|
Wcstsidc
Energy Corp.
|
40.20
|
40.20
|
3.2yr
|
10/11/2004
|
|
Xxxxxxx
14
|
100.00
|
100.00
|
Syr
|
2/6/2004
|
|
|
Xxxxxxx,
14 &
Xxxxxx
|
121.92
|
121.92
|
Syr
|
8/6/2004
|
|
|
Xxxxxxx,
H, coil
|
97.26
|
97.26
|
Syr
|
8/6/2004
|
|
|
Xxxxxx,
13, etux
|
395.00
|
395.00
|
3.2yr
|
8/18/2004
|
|
|
Xxxxx,
Xxxxx
|
7.11
|
7.11
|
3-2yr
|
3/1/2005
|
|
|
Xxxxxxx,
Xxxxx
|
Westside
Energy Corp.
|
33.00
|
33.00
|
3-2yr
|
8/18/2004
|
|
Xxxxx,
Xxxxxxxx, del
|
Westside
Energy Corp.
|
30.37
|
.30.37
|
5-5yr
|
5/18/2004
|
|
Cockerharn,
Xxxxxx
|
Westside
Energy Corp.
|
82.31
437.86
|
82.31
437.86
|
3
year 3
yr
|
8/24/2005
7/12/2006
|
|
Cuokerham,
Xxxxxx end Xxxxx
|
|||||
|
Xxxxxxxxx,
K.G.
|
Westsidc
Energy Corp.
|
160.00
|
80.00
|
3
year
|
9/2/2005
|
|
Cottingarne,
Xxxxxxxx
|
Westside
Energy Corp.
|
290,17
|
290.17
|
5-5yr
|
.2/2.3/2004
|
|
Xxxxxxxx.
Xxxxx
|
Westside
Energy Corp.
|
50.32
|
50.32
|
3.2yr
|
2/25,2005
|
|
Xxxxxxx,
Xxxxxxx Xxxx
|
Westside
Energy Corp.
|
161.08
|
80.54
|
5
yr
|
6/10/2003
|
|
Xxxxxxx.
Xxxxxxx Xxxx
|
Westside
Energy Corp.
|
122.00
|
40.66
|
5
yr
|
6/10/2093
|
|
Xxxxxxx.
JoeParks '
|
Westside
Energy
Corp.
|
161.08
|
80.54
|
5
yr
|
6/10/2003
|
|
Xxxxxxx•
Xxx Xxxxx
|
Westside
Energy Corp.
|
122.00
|
40.66
|
5
yr '
|
6/10/2003
|
|
Xxxxxxxx,
X. Xxxxxxx,
|
. Westside
Energy Corp.
|
1,532.06
|
1,302,00
|
5-5yr
|
3/1612004
|
|
Gelign,
P T, Est
|
Westside
Energy Corp•
|
127.61
|
127.61
|
5-5yr
|
7/12/2004
|
|
Xxxx,
R 13, Est
|
Westside
Energy Corp.
|
138.94
|
138.94
|
3.2yr
|
8/12/2004
|
|
Xxxxx,
Xxx
|
Westside
Energy Corp.
|
648.11 '
|
534.86
|
3.3
|
3/122004
|
|
Xxxxxx,
Xxxxxxxxx
|
Westside
Energy Corp.
|
5.00
|
5.00
|
3-2yr
|
8/18/2004
|
|
Xxxx,
Xxxxx X.
|
Wesulde
Energy Corp.
|
247.06
|
30,88
|
5
yr
|
5/1/2006
|
|
Xxxx,
Xxxxx X. (for Xxxxxx Xxxx)
|
Westside
Energy Corp.
|
247.06
|
30.88
|
5
yr
|
, 5/1/2006
|
|
Xxxxx,
Xxxxx
|
Westside
Energy Corp.
|
7.11
|
7.11
|
3-2yr
|
2/25/2005
|
|
Xxxxxxx,
Xxxxx
|
Westside
Energy Corp,
|
5331
|
5331
|
5-5yr
|
3/62004
|
|
Xxxxxxx,
lemma
|
Westside
Energy Corp,
|
98.11
|
98.11
|
5-5yr
|
313112004
|
|
Xxxxxxxx,
Xxxxx
|
Westside
Energy Corp.
|
40,83 -r-
|
40.83
|
3-2yr
|
2/23/2005
|
|
Key,
Xxxxxxx, ctux
|
Westside
Energy Carp.
|
41.53
|
41.53
|
Syr
|
6292004
|
|
Xxxxx,
W
|
Westside
Energy Corp.
|
45.00
|
45.00
|
3.2yr
|
8/18/2004
|
|
Xxxxxxxx.
Xxxxxx
|
Westside
Energy Corp.
|
108.66
|
108.66
|
5-5
|
3/252004
|
|
Xxxxxx,
Xxxx X. (Kubitzu)
|
westside
Energy Corp,
|
50.13
|
50.13
|
3
|
10/15/2004
|
|
Paryin,
Xxxx (xxxxxxx)
|
Westside
Energy Corp.
|
103.00
|
103.00
|
3.2yr
|
2/23/2005
|
|
Xxxxx,
WynclIc
|
Westside
Energy Corp.
|
132.50
|
132.50 .
|
3.2yr
|
2/23/2005
|
|
Xxxxxxx,
Xxxxxx
|
Westside
Energy Corp.
|
98.37
|
9837
|
5.5
|
3/22/2004
|
|
Xxx,
Xxxxxx X.
|
Wcstsidc
Energy Corp.
|
122.00
|
• 40.66
|
5
yr
|
6/11/2003
|
|
Primula
Inv, Ltd atm L. Xxxxxx Xxxxx
|
Westside
Energy Corp.
|
574.62
|
307.00
|
Syr
|
5/17/2005
|
|
Primula
Inv, Ltd xxx X. Xxxxxx Xxxxx
|
Westside
Energy Corp.
|
365.88
|
70.14
|
Syr
|
7/8/2005
|
|
Reece,
Xxxx
|
Westside
Energy Corp. .
|
641.10 .
|
496.10
|
Syr ,
|
000/0000
|
|
Xxxxxxxx,
Xxxxxxxx
|
Wcstsidc
Energy Corp.
|
20.82
|
20.22
|
Syr
|
429/2004
|
|
Xxxxxxx,
Xxxxx, eta!
|
Westside
Energy Corp. '
|
147.00
|
'
147.00
|
5yr
|
4/29/2004
|
|
Xxxxxx,
Xxxxx
|
Westside
Energy Corp.
|
111.29
|
111.29
|
5.5yr
|
6/292004
|
|
Xxxxxxxx
|
Westside
Energy Corp.
|
166.80
|
'166.80
|
3-2
yr
|
8/4/2003
|
|
Xxxxxxxxx,
Xxxxxx
|
Westside
Energy Corp.
|
33.00
|
3300
|
3-2yr
|
8/18/2004
|
|
Xxxxxxxxx,
Xxxx
|
Westside
Energy Corp.
|
104.00
|
104.00
|
5-5yr
|
4/6/2004
|
|
Xxxxxx,
Xxx
|
Westside
Energy Corp.
|
232.00
|
232.00
|
3-2yr
|
8/182004
|
|
Xxxx,
Xxx & Xxxxx
|
Westside
Energy Corp.
|
3.94
|
3.94
|
, 3-2yr
|
9/30/2005 •
|
|
8,849.93
|
6838.98
|
||||
|
FOREST
OIL CORPQRATION LEASES
|
|||||
|
Xxxxxx
X. Xxxxxxx
|
Associated
Resources, Inc.
|
60.000
|
30.005
|
07/19/05
|
|
|
Xxxxxxx
0. Xxxxxx
|
Associated
Resources, Inc,
|
60.000
|
30.000
|
07/19/05
|
|
|
Xxxxx
Xxx XXxxxxx
|
Associated
Resources, Inc.
|
200.000
|
200.000
|
0728/05
|
|
|
Xxxxxxx
X. Xxxxxx
|
Associated
Resources, Inc.
|
25.911
|
25.911
|
08/33/05
|
|
|
Xxxxx
X. & Xxxxxx X. Xxxxxx
|
Associated
Resources, Inc.
|
236.000
|
236.000
|
08/24/05
|
|
|
Xxxxxxx
X. &
Xxxxx
X Xxxxxx
|
Associated
Resources, Inc.
|
40.000
|
16.751
|
08/17/05
|
|
|
Xxxx
Xxxxxxx
|
Associated
Resources, Inc.
|
271.760
|
271,760
|
0829/05
|
|
|
Xxxxxxx
X XxXxxxxx
|
Associated
Resources, Mc,
|
158.000
|
158.000
|
09/14/05
|
|
|
Xxxxx
XX. MOCUllars, d ux
|
Associated
Resources, Inc.
|
43.560
|
43.560
|
09/16/05
|
|
|
Xxxxxxx
Xxxxxxxx III & Xxxxx X. Xxxxxxxx
|
Associated
Resources, Inc.
|
20.423
|
10.212
|
08/31/05
|
|
|
Xxxxx
X
Xxxx Xx
Sc Xxxxxxx
B
|
Associated
Resources, Inc.
|
191.680
|
191.680
|
09/15/05
|
|
|
Xxxxxxx))
Xxxxxxxxx
|
Associated
Resources, Inc.
|
91.213
|
28.559
|
09/16/05
|
|
|
Xxxxx
0 Xxxxxxxxx
|
Associated
Resources, Inc.
|
91.213
|
28,559
|
09/16/05
|
|
|
Xxxxxx
X Xxxxxxxxx
|
Associated
Resources, xxx,
|
91.213
|
28.559
|
09/16/05
|
|
|
Xxx
Xxxxxxx Xxxxxxxxxx. or eni
|
Associated
Resources, Inc.
|
106.059
|
106.059
|
09/16/05
|
|
|
Xxxxx
Xxx Xxxxxx. et ux
|
Associated
Resources. Inc.
|
91.900
|
91.900
|
09/17/05
|
|
|
Xxx
C
&
Xxxxxxxxx
X Xxxxx Xx
|
Associated
Resources, Inc.
|
150.590
|
150.590
|
09/13/05
|
|
|
Xxx
X Xxxxx. Jr
|
Associated
Resources. Inc.
|
266.760
|
266.760
|
09/15/05
|
|
|
Xxxxxxxxx Xxxxx
|
Associated
Resources, Inc.
|
83.700
|
83.700
|
09/15/05
|
|
|
Xx
Xxxx Xxxxx
|
Associated
Resources, Inc.
|
165.190
|
124.315
|
09/27/05
|
|
|
Xx
Xxxx Xxxxx
|
Associated
Resourees, Ire.
|
553.797
|
19.778
|
09/27/05
|
|
|
Xxxx
X. & Xxxxx .Xxxxx
|
Associated
Resources Inn.
|
20.000
|
20.000
|
09/18/05
|
|
|
Xxxxxx
Higatoweir
|
Associated
Resources
Inc.
|
542.856
|
19.389
|
09/29/05
|
07/14/2006
Exhibit
"A"
Attached
to that certain Joint Exploration Agreement dated June 26, 2006
between
Forest Oil Corporation and Westside Energy Corporation.
|
13,
X. Xxxxxxxx
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
Xxxxxx
Xxxxxx
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
SC
&
Xxxxx
Xx Xxxxxxx
|
Associated
Resources, Inc.
|
153.830
|
76.9I5
|
09/28/05
|
|
|
Dot
Blitob
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/27/05
|
|
|
Xxxxx
Xxxxx
|
Associated
Resourees, Inc.
|
542.856
|
19.389
|
0929/05
|
|
|
Xxxxx
Xxxxxxx
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
Xxxxx
Xxxxxx
|
Associated
Resources, Inc.
|
553.797
|
19.780
|
09/29/05
|
|
|
Xxx
lefTSies
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
lorries
A. Showers mid Xxxxxxx X. Xxxxx
|
Associated
Resources Inc.
|
40.000
|
40,000
|
09/14/05
|
|
|
Xxxxx
X. Showers and Xxxxxx Xxxxxx Xxxxxx, Trustee of Xxxxxxx
X Xxxxxx Trust and
Executrix
of Xxxx Xxxxxxxxx Xxxxxx
Estate
|
Associated
Resources, Inc.
|
56.690
|
56.690
|
09/14/05
|
|
|
Xxxxxx
&
Xxxx
Xxxxxxx
|
Associated
Resources, Inc,
|
10.000
|
7.500
|
09/30/05
|
|
|
Dido
Trust No I (Duke)
|
Associated
Resources, Inc.
|
999.850
|
694310
|
09/01/05
|
|
|
Xxxxx
X. &
Xxxxx
X. Xxxxxx
|
Associated
Resources, Inc.
|
44,947
|
23.474
|
09/20/05
|
|
|
Xxxxx
X. Xxxxxx
|
Associated
Resources, Inc.
|
17.321
|
17,321
|
0924/05
|
|
|
Comerstone
Land, LTD signed by Xxx Xxxx L.P. Xxxxx Xxxxxx, L.P.
|
Associated
Resources, Inc.
|
542.856
|
271.430
|
0927/05
|
|
|
Xxxxxxx
X
Xxxxxxx
|
Associated
Resources, Inc.
|
55,450
|
55.450
|
09/24/05
|
|
|
Debo,SIngle
Xxxxx
|
Associated
Resources. Inc.
|
542.856
|
19.289
|
09/29/05
|
|
|
Xxxx
Xxxxxx
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
Xxxxxx
.1 and Xxxxx X Xxxxxxxx
|
Associated
Resources. Ine.
|
104.100
|
104.100
|
10/13/05
|
|
|
Xxxx
Robitaillc
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
00/00/00
|
|
|
Xxxxxxx
X &
Xxxxxxx
Xxxxxxx Xxxxxxx
|
Associated
Resources, Ina.
|
169.980
|
121.155
|
10/12/05
|
|
|
Xxxx
Xxxxx
|
Associated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
Xxx
Xxxxxxx Xxxxxxxx
|
Associated
Resource:, Inc.
|
138.000
|
131.000
|
10/23/05
|
|
|
Xxxxx
X Xxxxxx and wife Xxx X Xxxxxx
|
Associated
Resources, Inc.
|
111.211
|
55.609
|
0928/05
|
|
|
Xxxxx
Xxxxxxx Xxxxx Xxxxxxx
|
Associated
Resources, Inc.
|
184.000
|
174.000
|
11/13/05
|
|
|
Xxxxx
Xxxxxxx
|
.kssociated
Resources, Inc.
|
542.856
|
19.389
|
09/29/05
|
|
|
Xxxxxxxxx
X Xxxx Living Tr Ag (Pi F6)
|
Associated
Resources', Inc.
|
23.569
|
23.569
|
11/10/05
|
|
|
Xxxxxxx
Xxx
Xxxx
|
Associated
Resources, Inc.
|
18.721
|
18.721
|
1120/05
|
|
|
Xxxxx
Xxx &
Xxxxx
Xxxx
|
Associated
Resources, xxx.
|
5,000
|
5.000 .
|
11/20/05
|
|
|
Dells.R
Xxxxxx, at al
|
Associated
Resources,
inc.
|
400.330
|
400.330
|
01/24/04
|
|
|
Xxxxxx
Xxxxxx Jr
|
Associated
Resources, Inc.
|
400.130
|
50.050
|
01/24/06
|
|
|
BenyBailey
|
Associated
Resources, Inc.
|
400.330
|
50,040
|
0124/06
|
|
|
Xxxxx
Xxxxxx
|
Associated
Resources. Inc.
|
400.330
|
16.680
|
01/24/06
|
|
|
Xxxxx
Xxx
Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
16.680
|
(11/24/06
|
|
|
Xxxxxx
X
Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
50.040
|
0124(06
|
|
|
xxxxx
Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
16,680
|
01124/06
|
|
|
Xxxxxxxx
X Xxxxxxxx
|
Associated
Resources, Inc.
|
400.330
|
25.020
|
01/24/06
|
|
|
Xxxxxxxxxx
Xxxxxx
|
Associated
Resources, Inc.
|
401.330
|
16.680
|
01/24/06
|
|
|
Xxxxxx
Xxxxxxx Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
50.040
|
01/24/06
|
|
|
Xxxxx
X Xxxxxx
|
Associated
Resources, Inc. :
|
400.330
|
16.680
|
01/24/06
|
|
|
Xxxxx
Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
50.040
|
01/24/06
|
|
|
Xxxxxxx
X XxXxxx
|
Associated
Resources, Inc.
|
400.330
|
25.020
|
01/24/06
|
|
|
Xxxxx
X Xxxxxx
|
Associated
Resources, Inc.
|
400.330
|
16.680
|
01/24/06
|
|
|
Classics
Xxxxxx
|
Associated
Resources. Inc.
|
91.130
|
22.920
|
01/23/06
|
|
|
Xxxxxx
Xxxxxx Jr
|
Associated
Resources, Inc.
|
11.168
|
12,168
|
0124/06
|
|
|
Xxxxxx,
Xxxx
|
Associated
Resources, Inc.
|
30.000
|
30.000
|
00/00/00
|
|
|
Xxxxxxxxx
.0x, Xxxxxx
|
Associated
Resources, Inc.
|
66.000
|
16.500
|
02/23/06
|
|
|
Xxxxxxx,
Xxxxxx
|
Associated
Resources, Inc.
|
83.500
|
15.656
|
02./18/06
|
|
|
-1.1nderwood,Xxxxx
.
|
Associated
Resources, Inc,
|
83,500
|
15.656
|
02/18/06
|
|
|
Los,
Samantha
|
Associated
Resources, Inc.
|
83.500
|
15.656
|
02/18/06
|
|
|
Wood,
Xxxxxx Xxxx
|
Associated
Resources, Inc.
|
83,500
|
15.656
|
02/10/06
|
|
|
Xxxxxx,
Xxxxx
|
Associated
Resources, Inc. •
|
145.330
|
15.381
|
02/04/06
|
|
|
Xxxx,
Xxxx
|
Associated
Resources, Inc.
|
0.000
.
|
0.000
|
02/04/06
|
|
|
Xxxxxxxxx,
Xxxx
|
Associated
Resources. Inc,
|
66.000
|
16.500
|
02/27/06
|
|
|
Xxxxxxxxx,
Xxxxxxx
|
Associated
Resources, Inc.
|
66.000
|
16.500
|
03/01/06
|
|
|
Xxx,
Xxxx Xxxx
|
Associated
Resources, Inc.
|
66.000
|
16.500
|
03/06/06
|
|
|
Xxxxxxxxxx
Petroleum, Inc
|
Associated
Resources, Inc.
|
106.900
|
24.052
|
03/06/06
|
|
|
Xxxxxxx,
Xxxxxxxx
|
Associated
Resources, Inc.
|
83.000
|
20.750
|
03/09106
|
|
|
Xxxxxxx,
Will itun A Jr
|
Associated
Resources, Inc.
|
89.670
|
89,670
|
02/24/06
|
|
|
Christian,
LaVcrnc
|
Associated
Resources, Inc.
|
83.000
|
20.750
|
03/09/06
|
|
|
Xxxxxxx,
Xxxxxx
|
Associated
Resources, Inc.
|
83.000
|
20.750
|
03/10/06
|
|
|
Xxxxxx,
Xxxx
|
Associated
Resources, Inc.
|
83.000
|
20.750
|
02/22/06
|
|
|
Xxxx
X. Xxxxx
|
Associated
Resources, inc.
|
138.300
|
46.100
|
02/09/06
|
|
|
Dcsii
Xxxxxx Xxxxxxx
|
Associated
Resources, Inc.
|
138.300
|
46.100
|
03/27/06
|
|
|
Sydney
X. Xxxx •
|
Associated
Resources, Inc.
|
32.795
|
30.745
|
0327/06
|
|
|
Xxxxxx
Xxxx Xxxxx
|
Msoci
vied Resources, Inc.
|
32,795
138.300
|
30.745
46.100
|
03/27/06
02/09/06
|
|
|
Xxxx
Xxxxxxx Xxxxxxx
|
Associated
Resources, lee,
|
||||
|
Dye,
Xxxxxx X., Xxx, Xxxxxxx
1.
(TX
Veterans band Board)
|
Associated
Resources. Inc.
|
14.440
|
5.415
|
02/14/06
|
|
|
Xxxxxxx,
Xxxx X.
|
Associated
Resources. Inc.
|
11.141
|
11.141
|
04/24/06
|
|
|
Xxxxxx,
Xxxxxxxxx
|
Associated
Resources, Inc.
|
57.320
|
57.320
|
04/24/06
|
|
|
Xxxxxxxxxx,
Xxxxxx X., Richardien, Xxxxxx
X.
|
Associated
Resources, Inc.
|
3.010
|
3.610
|
04/12/06
|
|
|
Wall,
Xxxxxxx X.; Xxxxxx, Xxxxxx X.
|
Associated
Resources, Inc.
|
52.180
|
52.180
|
04)24/06
|
|
|
Hvgan,
Oil D.;
Xxxxxxx X.
|
Associated
Resources, Inc.
|
16.028
|
8.015
|
04/20/06
|
07/14/2006
Exhibit
"A"
Attached
to that certain Joint Exploration Agreement dated June 26, 2006
between
Forest Oil Corporation and Westside Energy Corporation.
|
Xxxxx,
Xxxxxxx X.; Xxxxxx X.
|
Associated
Resources, Inc.
|
26.550
|
26.550
|
04/18/06
|
|
|
Tyra,
Xxxxxxx X. •
|
Associated
Resources, Inc..
|
14.900
|
7.450
|
04/24/06
|
|
|
Xxxxxx,
Xxxxx and Xxxx
|
Assoeiated
Resources, Inc.
|
30,000
|
5.445
|
05/09/06
|
|
|
Xxxxxx,
Xxxxx
|
Associated
Resources, Inc,
|
8.221
|
2.055
|
05/09/06
|
|
|
Xxxxxxxx,
Xxxxxxx X.
|
Forest
Oil Corporation
|
106140
|
87.523
|
05/30/06
|
|
|
Xxxxxxxx,
Xxxxxxx X.
|
Forest
Oil Corporation
|
26,465
|
26.465
|
05/30/06
|
|
|
Richardton,'Xxxxx
X.
|
Forest
011 Corporation
|
49.940
|
24,970
|
05/24/06
|
|
|
Xxxxxx,
Jr. Xxxxxxx IC
|
Forest
Oil Corporation
|
20.000
|
5.000
|
03/10/06
|
|
|
Ditto
Trust No 1
|
Associated
Resources:Inc,
|
188.183
|
62.727
|
05/24/06
|
|
|
Xxxx
Xxxxxxxx and Xxxxx X. Xxxxxxxx
|
Forest/
Oil Corporation
|
114,729
|
114,729
|
06/15/06
|
|
|
Xxxx
X Xxxxxxx
|
Adexco
Production Company
|
128,000
|
128.000
|
06/30/134
|
|
|
Xxxx
Xxxxxx and Sarn Xxx Xxxxxx
|
Adexco
Production Company
|
565340
|
565.340
|
07/28/04
|
|
|
21686.759
|
6898.541
|
