FINDER’S FEE AGREEMENT
FINDER’S
FEE AGREEMENT
THIS
AGREEMENT
is dated
for reference January 30, 2006
|
BETWEEN:
|
ETERNAL
ENERGY CORP.,
having its registered and records office located at Xxxxx 000, 0000
Xxxx
Xxxxxxxxx Xxxx., Xxxxxxxxx Xxxxxxxx 00000
|
(the
“Company”)
|
AND:
|
TAVERHAM
COMPANY LTD.,
of Xxx Xxxxxx, Xxx Xxxxxxxx Xxxx, Xxxxxxx In Xxx Xxxx, Xxxxxxxxxx,
XX00 0XX, Xxxxxx Xxxxxxx
|
(the
“Finder”)
W
H E R E A S:
A.
The
Company has entered into an agreement with International Frontier Resources
Corporation (“IFRC”) whereby the Company has agreed to acquire (the
“Acquisition”) a 10% interest (the “Interest”) in a North Sea petroleum
exploration project consisting of a 000 xxxxxx xxxxxxxxx xxxxx known as UKCS
Quad 14, blocks 14/23 (SE/4) 12/28a and 14/29b and a 10% interest in
UKCS Quads 41 and Quad 42 in consideration of (among other things) payment
of
US$90,000 and 15% of the cost of drilling, testing, completing and equipping
a
test well, estimated to be US$1,500,000 on Quad 14 and payment of US$75,000
and
15% of the cost of drilling, testing, completing and equipping a test well,
estimated to be US$1,500,000 on Quad 41/42.
B.
The
Finder was instrumental in introducing the Company to IFRC, and in negotiating
an agreement between the parties, and as such, the Company has agreed to pay
to
the Finder a finder’s fee, payable in shares of the Company, as hereinafter set
forth;
C.
The
Finder is not an insider or associate of an insider of either the Company or
IFRC,
THIS
AGREEMENT WITNESSES
that in
consideration of the premises and mutual covenants and agreements herein
contained the parties agree as follows:
1.
The
Company hereby agrees to pay to the Finder, in consideration of its services
in
enabling the Company to acquire the Interest, a finder’s fee of 350,000 common
shares of the Company (the “Finder’s Shares”); and the Finder hereby agrees to
accept the same from the Company in full consideration for such
services.
2.
The
Finder acknowledges and agrees that the Finder’s Shares will be:
| (a) |
issued
only upon closing of the Acquisition (and that if closing of the
Acquisition does not occur, then the Company will have no obligation
to
issue the Finder’s Shares);
|
| (b) |
subject
to such resale restrictions as may be imposed by applicable securities
legislation and regulatory policies;
and
|
2
| (c) |
subject
to such escrow restrictions as may be imposed by securities regulators.
|
3.
Any
notice to be given under this Agreement shall be in writing and shall be
addressed and delivered personally or mailed to the parties at their addresses
as first above given or at such other address as may from time to time be
notified in writing by either of the parties. Any such notice shall be deemed
to
have been given on the day delivered or five business days following the date
of
mailing.
4.
This
Agreement may not be amended or otherwise modified except by an instrument
in
writing signed by both parties.
5.
The
parties shall execute such further and other documents and instruments and
do
such further and other things as may be necessary to implement and carry out
the
terms of this Agreement.
6.
This
Agreement may not be assigned by either party hereto except with the prior
written consent of the other party hereto.
7.
This
Agreement will be construed under and governed by the laws of the Province
of
Alberta.
8.
This
Agreement represents the entire agreement between the parties and supersedes
any
and all prior agreements and understandings, whether written or oral, between
the parties.
9.
This
Agreement shall be binding upon and shall enure to the benefit of the parties
hereto and their respective successors and permitted assigns.
10.
This
Agreement may be executed in counterparts, each of which shall be deemed to
be
an original and all of which shall constitute one agreement.
IN
WITNESS WHEREOF
the
parties hereto have duly executed this Agreement as of the day and year first
above written notwithstanding its actual date of execution.
By
Its
Authorized Signatory:
/s/
Xxxxxxx X. Colby__________________
TAVERHAM
COMPANY LTD.
By
Its
Authorized Signatory:
___________________________________
