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EXHIBIT 10.13
ASSIGNMENT AND NOVATION AGREEMENT
THIS AGREEMENT made as of the 11th day of November, 1998 between:
TIMBERWOLF RESOURCES LTD.,
a corporation having an office in
Calgary, Alberta (the "Assignor")
-and -
GEOCAN ENERGY INC.,
a corporation having an office in
Calgary, Alberta (the "Assignee")
-and -
PROGAS LIMITED,
a corporation having an office in
Calgary, Alberta ("ProGas")
BACKGROUND:
The Assignor and ProGas are parties to, or successors in interest to
the parties to a gas purchase contract, as amended;
The Assignor conveyed to the Assignee, all of the Assignor's right,
title, and interest in the petroleum and natural gas rights and related
interests which are the subject of the gas purchase contract;
The Assignee has agreed to assume all of the obligations of the
Assignor under the gas purchase contract and secure all of the benefits
under that contract.
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THEREFORE, in consideration of the mutually beneficial terms and conditions
contained here, the parties agree:
1. The Assignor and ProGas are parties to, or successors in
interest to the parties to, a gas purchase contract, as
amended, described in Schedule "A" (the "Gas Purchase
Contract").
2. All terms not specifically defined in this Agreement shall
have the same meaning as defined in the Gas Purchase Contract.
For the purpose of this Agreement, the following words and
terms will have the following meaning:
(a) "Assigned Interest" means all of the Assignor's
right, title and interest in the Gas Purchase
Contract;
(b) "Execution Date" means the date by which this
Agreement has been executed by the Assignor, the
Assignee and ProGas; and
(c) "Transfer Date" means July 1, 1998, the date upon
which the Assignor assigned and transferred the
Assigned Interest to the Assignee.
3. The Assignor, Assignee and ProGas agree that:
(a) Subject to section 3(d), Assignor and Assignee
acknowledge and represent that the Assignor has
assigned and transferred the Assigned
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Interest to Assignee for their sole use and benefit
as of the Transfer Date.
(b) Subject to section 3(d), Assignee shall replace
Assignor as a party to the Gas Purchase Contract with
respect to the Assigned Interest from the Transfer
Date.
(c) Only insofar as ProGas is concerned:
(i) Subject to section 3(d), Assignee shall be
required to perform all terms, covenants and
obligations in the Gas Purchase Contract
with regard to the Assigned Interest after
the Transfer Date; and
(ii) Assignor shall retain and be entitled to
hold and enforce all rights, benefits and
privileges under the Gas Purchase Contract
with respect to the Assigned Interest prior
to the Transfer Date; and
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(iii) Subject to section 3(d), Assignee shall be
entitled to hold and enforce all of the
rights, benefits and privileges under the
Gas Purchase Contract with respect to the
Assigned Interest after the Transfer Date.
(d) Assignor acts as trustee for and duly authorized
agent of Assignee, after the Transfer Date and prior
to the Execution Date, in all matters relating to the
Assigned Interest under the Gas Purchase Contract
(including, without limitation, all accounting and
conduct of operations, ProGas' requests or
nominations for gas, the disposition of production,
and the receipt and giving of all invoices and
payments required or permitted under the Gas Purchase
Contract). Assignee, for the benefit of ProGas,
ratifies, adopts and confirms all acts or omissions
of the Assignor in their capacity as trustee and
agent after the Transfer Date and prior to the
Execution Date. The Assignee waives any claim they
may have against ProGas by reason of any payment by
ProGas to Assignor, as Seller under the Gas Purchase
Contract, after the Transfer Date and prior to the
Execution Date. ProGas agrees to recognize and accept
Assignor as trustee and agent for Assignee for this
period.
(e) As of the Transfer Date, ProGas:
(i) consents to the assignment of the Assigned
Interest from the Assignor to the Assignee;
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(ii) subject to section 3(d), releases and
discharges Assignor from the observance and
performance of all terms and covenants of
the Gas Purchase Contract and all
obligations and liabilities which accrue
after the Transfer Date under the Gas
Purchase Contract with respect to the
Assigned Interest; and
(iii) does not release and discharge Assignor from
any obligation or liability which had
accrued prior to the Transfer Date or which
does not relate to the Assigned Interest.
(f) As of the Transfer Date, Assignee:
(i) subject to section 3(d), releases and
discharges Assignor from the observance and
performance of all terms and covenants of
the Gas Purchase Contract and all
obligations and liabilities which accrue
after the Transfer Date under the Gas
Purchase Contract with respect to the
Assigned Interest; and
(ii) does not release and discharge Assignor from
any obligation or liability which had
accrued prior to the Transfer Date or which
does not relate to the Assigned Interest.
(g) The Gas Purchase Contract shall continue in full
force and effect from the Transfer Date with Assignee
made a party to the Gas Purchase Contract to the
extent of the Assigned Interest, subject to section
3(d).
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4. Assignor and Assignee shall be solely responsible for any
adjustment between themselves with respect to the Assigned
Interest as to revenues, benefits, costs, obligations or
indemnities which accrue prior to Execution Date.
5. The parties to the Gas Purchase Contract acknowledge and agree
that gas delivered under the Gas Purchase Contract will be
delivered to ProGas in a common stream with other gas.
6. The address of the Assignee for notices and other
communications under the Gas Purchase Contract shall be:
GEOCAN Energy Inc.
Xxxxx 000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
7. The Assignor and the Assignee shall, from time to time,
without further consideration, do and perform all further acts
and execute and deliver all further assignments, notices,
releases and other documents and instruments as may reasonably
be required to fully effect or maintain this Agreement.
8. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and assigns.
9. The Gas Purchase Contract, as modified or amended, is ratified
and confirmed.
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10. This Agreement may be executed in counterpart, no one copy of
which need be executed by all parties. When a counterpart has
been executed by each of the parties, all copies together
shall constitute one agreement and shall be a valid and
binding agreement between the parties.
THEREFORE, the parties have executed this Agreement, effective as of the date by
which this Agreement has been executed by all parties.
TIMBERWOLF RESOURCES LTD. GEOCAN ENERGY INC.
Per: /s/ XXXXX XXXXXX Per: [ILLEGIBLE]
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XXXXX XXXXXX
Title: PRESIDENT Title: CFO
---------------------------- -----------------------------
Per: Per: [ILLEGIBLE]
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Title: Title: VP
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Date Executed: November 22, 1998 Date Executed: November 20, 1998
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Per: /s/ X-X XXXXXXX
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X-X XXXXXXX
Title: MANAGER, GAS SUPPLY
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Per: /s/ X.X. VAN EGTEREN
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X.X. VAN EGTEREN
Title: VICE PRESIDENT,
SUPPLY AND PLANNING
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Date Executed: December 12, 2002
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This is the execution page to that Assignment and Novation Agreement between
Timberwolf Resources Ltd., GEOCAN Energy Inc., and ProGas Limited dated as of
November 11, 1998.
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SCHEDULE "A"
This is Schedule "A" attached to and made part of that Assignment and Novation
Agreement dated as of November 11, 1998, between Timberwolf Resources Ltd. (as
"Assignor"), GEOCAN Energy Inc. (as "Assignee"), and ProGas Limited:
Gas Purchase Contract dated November 1, 1997, as amended, between
Timberwolf Resources Ltd. and ProGas Limited.
