To: Ore-More Resources Inc.
KODIAK
ENERGY INC.
Xxxxx
0000, 000 0 Xxx XX,
Xxxxxxx,
Xxxxxxx X0X
0X0
January
25, 2010
0000,
0xx
Xxxxxx X.X.
Xxxxxxx,
XX X0X 0X0
Re: Share
Purchase Agreement
WHEREAS Kodiak is the registered holder
and beneficial owner of certain of the issued and outstanding shares in the
capital of Cougar Energy, Inc.;
AND WHEREAS Kodiak wishes to sell, and
Ore-More wishes to purchase, the Cougar Shares (as hereinafter
defined).
NOW THEREFORE IN CONSIDERATION
of the mutual covenants and agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the Parties hereto, the Parties agree as follows:
ARTICLE
1
INTERPRETATION
1.1
|
Definitions
|
In this
Agreement:
(a)
|
“Agreement” means this
agreement including any recitals and Schedules to this agreement, as
amended, supplemented or restated from time to
time;
|
(b)
|
“Applicable Law” in
respect of any Person, property, transaction or event, means all laws,
statutes, ordinances, regulations, municipal by-laws, treaties, judgments
and decrees applicable to that Person, property, transaction or event and,
whether or not having the force of law, all applicable official
directives, rules, consents, approvals, authorizations, guidelines, orders
and policies of any Governmental Authority having or purporting to have
authority over that Person, property transaction or event and all general
principles of common law and
equity;
|
(c)
|
“Business Day” means a
day other than a Saturday, Sunday or statutory holiday in
Alberta;
|
1
(d)
|
“Closing” has the meaning
given to it in Section 5.1;
|
(e)
|
“Closing Date” has the
meaning given to it in Section 5.1;
|
(f)
|
“Cougar Shares” means 8,461,549
common shares in the capital stock of
Cougar;
|
(g)
|
“GAAP” means generally
accepted accounting principles in effect in the United States of America
or Canada, as the case may be;
|
(h)
|
“Governmental Authority”
means any domestic or foreign government, including any federal,
provincial, state, territorial or municipal government, and any government
agency, tribunal, commission or other authority exercising executive,
legislative, judicial, regulatory or administrative functions of, or
pertaining to, government;
|
(i)
|
“Lien” means any
mortgage, lien, charge, adverse claim, hypothec or encumbrance, whether
fixed or floating, on, or any security interest in, any property, whether
real, personal or mixed, tangible or intangible, any pledge or
hypothecation of any property, any deposit arrangement, priority,
conditional sale agreement, other title retention agreement or equipment
trust, capital lease or other security arrangements of any kind (and
including, in the case of shares or other securities, shareholders
agreements, voting trust agreements and similar
arrangements);
|
(j)
|
“Ore-More Shares” has the
meaning ascribed to it in Section
3.1;
|
(k)
|
“Parties” means all of
the parties to this Agreement and “Party” means any one of
them;
|
(l)
|
“Permits” means any
licence, permit, approval, consent, operating authorities, certificate,
registration or authorization issued by any Governmental Authority which
is required under Applicable Law;
|
(m)
|
“Person” means any
natural person, sole proprietorship, partnership, corporation, trust,
joint venture, any Governmental Authority or any incorporated or
unincorporated entity or association of any
nature;
|
(n)
|
“Required Approvals”
means approvals, waivers, authorizations or consents by any Governmental
Authority or other Person and declarations, filings or registrations with
any Governmental Authority or other Person required in connection with the
entering into and the performance of this
Agreement;
|
2
(o)
|
“Tax” or “Taxes” includes all
taxes, surtaxes, duties, levies, imposts, rates, fees, assessments,
withholdings, dues and other charges of any nature imposed by any
Governmental Authority (including income, capital (including large
corporations), withholding, consumption, sales, use, transfer, goods and
services or other value-added, excise, customs, net worth, stamp,
registration, franchise, payroll, employment, health, education, business,
school, property, local improvement, development, education development
and occupation taxes, surtaxes, duties, levies, imposts, rates, fees,
assessments, withholdings, dues and charges) together with all fines,
interest, penalties on or in respect of, or in
lieu;
|
(p)
|
“Tax Act” means the Income Tax Act
(Canada);
|
(q)
|
“Time of Closing” means
10:00 a.m. on the Closing Date; and
|
(r)
|
“written” includes
printed, typewritten, faxed or otherwise capable of being visibly
reproduced at the point of reception and “in writing” has a
corresponding meaning.
|
1.2
|
Construction
and Interpretation
|
The
division of this Agreement into Sections, the insertion of headings and the
provision of a table of contents are for convenience only, do not form a part of
this Agreement and will not be used to affect the construction or interpretation
of this Agreement. Unless otherwise specified:
(a)
|
each
reference in this Agreement to “Section”, “Schedule” or “Recital” is to a Section
of, or Recital to, this Agreement;
|
(b)
|
each
reference to a statute is deemed to be a reference to that statute, and to
the regulations made under that statute, as amended or re-enacted from
time to time;
|
(c)
|
words
importing the singular include the plural and vice versa and words
importing gender include all
genders;
|
(d)
|
references
to time of day or date mean the local time or date in Calgary,
Alberta;
|
(e)
|
all
references to amounts of money mean lawful currency of Canada;
and
|
(f)
|
an
accounting term has the meaning assigned to it, and all accounting matters
will be determined, in accordance with GAAP consistently
applied.
|
3
1.3
|
Business
Day
|
If under
this Agreement any payment or calculation is to be made, or any other action is
to be taken, on or as of a day which is not a Business Day, the payment or
calculation is to be made, or that other action is to be taken, on or as of the
next day that is a Business Day.
1.4
|
Use
of the Word “Including”
|
The word
“including” when
following any general term or statement will not be construed as limiting the
general term or statement to the specific matter immediately following the word
“including” or to similar matters, and the general term or statement will be
construed as referring to all matters that reasonably could fall within the
broadest possible scope of the general term or statement.
1.5
|
Time
of Essence
|
Time is
of the essence of this Agreement.
ARTICLE
2
PURCHASE
AND SALE
2.1
|
Purchase
and Sale covenant
|
On the
basis of the warranties, representations and covenants of Kodiak in this
Agreement and subject to the fulfilment of any condition that has not been
waived by the Party entitled to the benefit thereof, Ore-More will purchase from
Kodiak and Kodiak will sell the Cougar Shares to Ore-More at the Closing herein
provided for on the terms and conditions set forth in this
Agreement.
4
ARTICLE
3
PURCHASE
PRICE
3.1
|
In
consideration of the Cougar Shares Ore-More will reduce all indebtedness
owing to it by Kodiak to zero and as further consideration for each Cougar
Share, Ore-More shall issue from treasury 1.5 of Ore-More’s common voting
shares (the “Ore-More
Shares”) to Kodiak at the
Closing.
|
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES
4.1
|
Kodiak
represents and warrants that:
|
(a)
|
Incorporation. Cougar
is a corporation duly incorporated, organized and existing under the Business Corporations
Act (Alberta), is a valid and subsisting corporation in good
standing with respect to filing of annual reports with the Alberta
Corporate Registry;
|
(b)
|
Business
Qualification. Cougar carries on business only in
Alberta and British Columbia, is duly qualified, licensed or registered in
Alberta and British Columbia to carry on its business, does not carry on
business or own or lease any assets in any other province or territory of
Canada or in any other country and Cougar has the corporate power to own,
lease and operate its property, carry on its business and perform its
obligations, if any, under this
Agreement;
|
(c)
|
Authorised and Issued
Capital. The authorized capital of Cougar consists
of:
|
(i)
|
an
unlimited number of common voting
shares;
|
(ii)
|
an
unlimited number of common non-voting shares;
and
|
(iii)
|
an
unlimited number of preferred non-voting
shares;
|
of which
there are issued and outstanding as fully paid and non-assessable shares:
9,999,549 voting shares;
(d)
|
Valid Issuance and
Transfer. The Cougar Shares are validly issued and
outstanding as fully paid and non-assessable shares in the capital of
Cougar and have been issued in compliance with all Applicable
Laws. None of the Cougar Shares have been transferred by one
person to another except in full compliance with all Applicable Laws, the
constating documents and any other agreements applicable to
Cougar;
|
5
(e)
|
Liens. The
Cougar Shares are free and clear of all
Liens;
|
(f)
|
No Options,
etc. No person, other than Ore-More and the holders of
certain warrants and options issued by Cougar, has any right, present or
future, contingent or absolute (whether by law, pre-emptive or contract),
to purchase the Cougar Shares or to require Cougar to issue any share in
its capital and in particular, there are no outstanding securities of
Cougar which are convertivle into shares in the capital of Cougar and
there are no outstanding options or rights to subscribe for any of the
unissed shares in the capital of
Cougar;
|
(g)
|
Constating
Documents. The articles and bylaws of Cougar have not
been altered or amended since incorporation other than a name
change;
|
(h)
|
Other
Investments. Cougar does not own, and is not a party to
any agreement to acquire, directly or indirectly, any shares in the
capital of, any partnership interest in or any other equity interests in
any Person and Cougar has not entered into any agreement to acquire or
amalgamate with any other business operations other than
Ore-More;
|
(i)
|
Directors and
Officers. the following are the directors and officers
of Cougar:
|
Name
|
Office
Held
|
Xxxxx
Xxxx
|
President
and Director
|
Xxxx
Xxxxx
|
CEO
and Director
|
Xxx
Xxxxx
|
Director
|
Xxxxx
Xxxxxx
|
Chief
Financial Officer and Secretary
|
Xxxxxx
Xxxxxx
|
V.P.
Exploration
|
Xxxx
Xxxxxxxxxx
|
Director
|
(i)
|
Annual Financial
Statements. The most recent unaudited financial
statements of Cougar (the “Financial Statements”)
were prepared by Cougar in accordance with United States GAAP, are correct
and accurate in all material respects and present fairly the financial
condition and position of Cougar;
|
6
(j)
|
Accounts
Receivable. The accounts receivable shown in the
Financial Statements represent the total trade accounts receivable of
Cougar and do not include any debts other than trade debts and are all
debts which are owing and fully collectible by the Cougar without set-off
or counterclaim. None of the accounts receivable represent
monies for goods sold on consignment or on
approval;
|
(k)
|
Liabilities. Cougar
has no liabilities, contingent or otherwise, except: (1) liabilities
disclosed or reflected in the Financial Statements; (2) liabilities
incurred in the ordinary course of its business; (3) liabilities and
obligations arising under agreements entered into by Cougar in the
ordinary course of its business; and (4) obligations and liabilities
otherwise disclosed in this
Agreement
|
(l)
|
Guarantees. Cougar
has not guaranteed, or agreed to guarantee, any debt, liability or other
obligation of any person other than
Kodiak;
|
(m)
|
Tax
Returns. All tax returns and reports of Cougar required
by law to be filed prior to the date hereof have been filed within the
times and in the manner prescribed by law and are true, complete and
correct and all Taxes have been paid or accrued in the Financial
Statements;
|
(n)
|
Provision for
Taxes. Adequate accounting has been made for taxes
payable for the current period for which tax returns are not yet required
to be filed;
|
(o)
|
Books and
Records. The accounting and financial Books and Records
of Cougar set out and disclose all material financial transactions of
Cougar and such transactions have been accurately recorded in the Books
and Records. The Books and Records are not wholly or partly,
recorded, stored or maintained or otherwise held by any means (including
any electronic, mechanical or photographic process) not available to
Cougar in the ordinary course of its
business;
|
(p)
|
Minute
Books. The minute books and corporate records of Cougar
contain complete and accurate minutes of all meetings and proceedings of
the shareholders and directors of Cougar since Cougar has been carrying on
the Business and the registers of transfers, shareholders and directors
are complete and accurate in all material
respects;
|
(q)
|
Insurance. Cougar
has maintained insurance on its business and its assets in accordance with
prudent and usual industry
practice;
|
(r)
|
Title. Cougar
has good and marketable title to and possession of all of its assets free
and clear of all Liens except for those registrations listed in Schedule A
attached hereto;
|
7
(s)
|
Permits. Cougar
holds all Permits required for carrying on its
business;
|
(t)
|
Contracts. Cougar
does not have any pension plans, profit sharing plans or bonus plans,
oral, written or implied, with any Person including employees, agents,
lessees, licensees, suppliers, officers or directors which are material to
Cougar or which cannot be terminated on more than one month’s
notice;
|
(u)
|
Material
Contracts. Cougar is not a party to any material
contract, whether or not oral, written or implied, outside the ordinary
course of its business and Cougar has complied with the terms and
conditions of its contracts and is not aware of any defaults by Cougar or
the party to any such agreement;
|
(v)
|
Litigation. To
the knowledge of Kodiak, there are no actions, suits, judgments,
investigations or proceedings outstanding, pending, threatened against or
affecting Cougar at law or at equity or before or by any Governmental
Authority;
|
(w)
|
Compliance with
Laws. Cougar is not in breach of any laws with effect on
its business;
|
(x)
|
Employees. Schedule
B contains a correct and complete list of each employee of Cougar whether
actively at work or not.
|
(y)
|
Authority. Kodiak
has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement and the transaction
contemplated hereby have been duly and validly authorized by all requisite
corporate action on the part of
Kodiak;
|
(z)
|
No
Conflict. The making of this Agreement and the
completion of the transactions contemplated hereby and the performance of
and compliance with the terms hereof does not conflict with or result in
the breach of, or the acceleration of, any terms, provisions or conditions
of or constitute a default under: (i) the articles and bylaws of Kodiak;
(ii) any indenture, mortgage, deed of trust, agreement, lease, franchise,
certificate or other instrument to which Cougar is a party or is bound; or
(iii) any term or provision of any licenses, registrations or
qualifications of Ore-More or any order of any Governmental Authority or
any Applicable Law; and
|
(aa)
|
Enforceability. This
Agreement has been duly executed and delivered by Kodiak and is a legal,
valid and binding obligation of Cougar, enforceable against Kodiak in
accordance with its terms.
|
8
4.2
|
Ore-More
represents and warrants that:
|
(a)
|
Incorporation. Ore-More
is a corporation duly incorporated, organized and existing under the Business Corporations
Act (Alberta), is a valid and subsisting corporation in good
standing with respect to filing of annual reports with the Alberta
Corporate Registry;
|
(b)
|
Business
Qualification. Ore-More carries on business only in
Alberta and British Columbia, is duly qualified, licensed or registered in
Alberta and British Columbia to carry on its business, does not carry on
business or own or lease any assets in any other province or territory of
Canada or in any other country and Ore-More has the corporate power to
own, lease and operate its property, carry on its business and perform its
obligations, if any, under this
Agreement;
|
(c)
|
Authorised and Issued
Capital. The authorized capital of Ore-More consists
of:
|
(i)
|
an
unlimited number of common voting shares;
and
|
(ii)
|
an
unlimited number of preferred non-voting
shares;
|
of which
there are issued and outstanding as fully paid and non-assessable shares:
17,400,000 common voting shares;
(d)
|
Valid Issuance and
Transfer. The Ore-More Shares are validly issued and
outstanding as fully paid and non-assessable shares in the capital of
Ore-More and have been issued in compliance with all Applicable
Laws. None of the Ore-More Shares have been transferred by one
person to another except in full compliance with all Applicable Laws, the
constating documents and any other agreements applicable to
Ore-More;
|
(e)
|
Liens. The
Ore-More Shares are free and clear of all
Liens;
|
(f)
|
No Options,
etc. No person, other than Kodiak has any right, present
or future, contingent or absolute (whether by law, pre-emptive or
contract), to purchase the Ore-More Shares or to require Ore-More to issue
any share in its capital and in particular, there are no outstanding
securities of Ore-More which are convertible into shares in the capital of
Ore-More and there are no outstanding options or rights to subscribe for
any of the unissued shares in the capital of
Ore-More;
|
(g)
|
Constating
Documents. The articles and bylaws of Ore-More have not
been altered since July 31,
2008;
|
9
(h)
|
Other
Investments. Ore-More does not own, and is not a party
to any agreement to acquire, directly or indirectly, any shares in the
capital of, any partnership interest in or any other equity interests in,
any Person and Ore-More has not entered into any agreement to acquire or
amalgamate with any other business
operations;
|
(i)
|
Directors and
Officers. the following are the directors and officers
of Ore-More:
|
Name
|
Office
Held
|
Xxx
Xxxxxxx
|
Director,
President, Secretary and Treasurer
|
Xxxxx
Xxxxxx
|
Director
|
(i)
|
Annual Financial
Statements. The audited financial statements of Ore-More
as of July 31, 2009 and the unaudited interim statements to December 31,
2009, consisting of the balance sheet, statement of income, statement of
retained earnings, statement of cash flows and notes to financial
statements (collectively, the “Financial Statements”)
were prepared in accordance with United States GAAP, are correct and
accurate in all material respects and present fairly the financial
condition and position of Ore-More;
|
(j)
|
Accounts
Receivable. The accounts receivable shown in the
Financial Statements represent the total trade accounts receivable of
Ore-More and do not include any debts other than trade debts and are all
debts which are owing and fully collectible by the Ore-More without
set-off or counterclaim. None of the accounts receivable
represent monies for goods sold on consignment or on
approval;
|
(k)
|
Liabilities. Ore-More
has no liabilities, contingent or otherwise, except: (1) liabilities
disclosed or reflected in the Financial Statements; (2) liabilities
incurred in the ordinary course of its business; (3) liabilities and
obligations arising under agreements entered into by Ore-More in the
ordinary course of its business; and (4) obligations and liabilities
otherwise disclosed in to Kodiak;
|
(l)
|
Guarantees. Ore-More
has not guaranteed, or agreed to guarantee, any debt, liability or other
obligation of any person;
|
10
(m)
|
Tax
Returns. Except for 2009 Canadian Tax return, all
tax returns and reports of Ore-More required by law to be filed prior to
the date hereof have been filed within the times and in the manner
prescribed by law and are true, complete and correct and all Taxes have
been paid or accrued in the Financial
Statements;
|
(n)
|
Tax
Status. At closing - under the provisions of the
Tax Act, Ore-More
is a Canadian controlled private
corporation;
|
(o)
|
Provision for
Taxes. Adequate accounting has been made for taxes
payable for the current period for which tax returns are not yet required
to be filed;
|
(p)
|
Books and
Records. The accounting and financial Books and Records
of Ore-More set out and disclose all material financial transactions of
Ore-More and such transactions have been accurately recorded in the Books
and Records. The Books and Records are not wholly or partly,
recorded, stored or maintained or otherwise held by any means (including
any electronic, mechanical or photographic process) not available to
Ore-More in the ordinary course of its
business;
|
(q)
|
Minute
Books. The minute books and corporate records of
Ore-More contain complete and accurate minutes of all meetings and
proceedings of the shareholders and directors of Ore-More since Ore-More
has been carrying on the Business and the registers of transfers,
shareholders and directors are complete and accurate in all material
respects;
|
(r)
|
Title. Ore-More
has good and marketable title to and possession of all of its assets free
and clear of all Liens except for those registrations listed in Schedule C
attached hereto;
|
(s)
|
Permits. Ore-More
holds all Permits required for carrying on its
business;
|
(t)
|
Contracts. Ore-More
does not have any pension plans, profit sharing plans or bonus plans,
oral, written or implied, with any Person including employees, agents,
lessees, licensees, suppliers, officers or directors which are material to
Ore-More or which cannot be terminated on more than one month’s
notice;
|
(u)
|
Material
Contracts. Ore-More is not a party to any material
contract, whether or not oral, written or implied, outside the ordinary
course of its business and Ore-More has complied with the terms and
conditions of its contracts and is not aware of any defaults by Ore-More
or the party to any such agreement;
|
(v)
|
Litigation. To
the knowledge of Ore-More, there are no actions, suits, judgments,
investigations or proceedings outstanding, pending, threatened against or
affecting Ore-More at law or at equity or before or by any Governmental
Authority;
|
(w)
|
Compliance with
Laws. Ore-More is not in breach of any laws with effect
on its business;
|
(x)
|
Employees. Schedule
D contains a correct and complete list of each employee, director and
independent contractor of Ore-More whether actively at work or
not.
|
(y)
|
Authority. Ore-More
has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement and the transaction
contemplated hereby have been duly and validly authorized by all requisite
corporate action on the part of
Ore-More;
|
(z)
|
No
Conflict. The making of this Agreement and the
completion of the transactions contemplated hereby and the performance of
and compliance with the terms hereof does not conflict with or result in
the breach of, or the acceleration of, any terms, provisions or conditions
of or constitute a default under: (i) the articles and bylaws of Ore-More;
(ii) any indenture, mortgage, deed of trust, agreement, lease, franchise,
certificate or other instrument to which Ore-More is a party or is bound;
or (iii) any term or provision of any licenses, registration s or
qualifications of Ore-More or any order of any Governmental Authority or
any Applicable Law; and
|
(aa)
|
Enforceability. This
Agreement has been duly executed and delivered by Ore-More and is a legal,
valid and binding obligation of Ore-More, enforceable against Ore-More in
accordance with its terms.
|
11
ARTICLE
5
CLOSING
DATE
5.1
|
The
closing date is, and the closing of the purchase and sale contemplated by
this Agreement will take place at 1:00 p.m. on the day agreed to by the
Parties but no later than March 31, 2010 (“Closing Date”) at the offices
of Xxxxxx Xxxxxx Xxxxxxx LLP, 1000 – 000 Xxxxxx XX, Xxxxxxx,
Xxxxxxx X0X 0X0, or such earlier or later date or other place
or on such trust conditions as the Parties hereto may agree in
writing.
|
ARTICLE
6
CONDITIONS
PRECEDENT TO CLOSING
6.1
|
By
the Closing Date Ore-More shall have acquired from Ionic the entire loan
and all security related thereto on terms acceptable to Ore-More and
Ore-More, acting reasonably.
|
6.2
|
Wthin
5 days of execution of this Agreement, Ore-More shall provide the
following:
|
(a)
|
certified
copy of a resolution of its Board of Directors approving this transaction
and all matters related thereto;
and
|
(b)
|
a
certified copy of the list of its
shareholders.
|
6.3
|
Within
15 days of execution of the Agreement Ore-More shall provide a certified
resolution of the shareholders of Ore-More or other evidence acceptable to
Kodiak, showing that substantially all of the Ore-More shareholders
approve the transaction set out in this
Agreement.
|
6.4
|
Within
21 days of execution of this Agreement, Ore-More shall provide evidence
that an order of the Court of Queen’s Bench of Alberta has been obtained
extending the date for Ore-More’s annual general meeting of
shareholders.
|
6.5
|
Within
5 days of execution of this Agreement Kodiak shall provide the
following:
|
(a)
|
certified
copy of a resolution of its Board of Directors approving this transaction
and all matters related thereto;
and
|
(b)
|
a
certified copy of the list of Cougar’s
shareholders.
|
12
ARTICLE
7
CLOSING
DOCUMENTS
7.1
|
At
the Closing, Kodiak will deliver:
|
(a)
|
a
certificate as to the accuracy as of the Closing Date of the
representations and warranties of the Vendor set forth
herein;
|
(b)
|
certified
copies of resolutions of the directors of
Kodiak;
|
(c)
|
certified
copies of resolutions of the director of Cougar authorizing the transfer
of the shares and the registration of such shares in the name of Ore-More
and authorizing the issue of new share certificates representing the
Shares in the name of Ore-More;
|
(d)
|
share
certificates in the name of Kodiak representing the Cougar Shares duly
endorsed for transfer and a duly executed share certificate in the name of
Ore-More respecting such Shares;
|
(e)
|
an
acceptable escrow agreement; and
|
(f)
|
such
other documents as Ore-More and Ore-More’s legal counsel may reasonably
request.
|
7.2
|
Ore-More
will deliver:
|
(a)
|
a
certificate as to the accuracy as of the Closing Date of the
representations and warranties of Ore-More set forth
herein;
|
(b)
|
certified
copies of resolutions of the directors of Ore-More authorizing the
execution and delivery of this Agreement and all other agreements and
documents to be delivered pursuant hereto and the performance by Ore-More
of its obligations hereunder;
|
(c)
|
share
certificates in the name of Ore-more representing the Ore-More Shares duly
endorsed for transfer and a duly executed share certificate in the name of
Kodiak respecting such Shares; and
|
(d)
|
the
resignation of Xxxxx Xxxxxx as a director of Ore-More effective on or
before February 28, 2010;
|
(e)
|
a
resolution of the board of directors of Ore-More appointing Xxxxx Xxxx and
Xxxx Xxxxx to such board of directors as such vacancies become
available
|
13
(f)
|
evidence,
acceptable to Kodiak, that the 12,200,000 escrowed shares of Ore-More have
been cancelled and no longer exist;
and
|
(g)
|
evidence,
acceptable to Kodiak, that Kodiak is no longer indebted to
Ore-More;
|
(h)
|
such
other documents as Kodiak and Kodiak’s legal counsel may reasonably
request.
|
ARTICLE
8
COMMISSIONS,
LEGAL FEES
Each of
the Parties will bear the fees and disbursements of the respective lawyers,
accountants and consultants engaged by them in connection with this
Agreement.
ARTICLE
9
PUBLIC
ANNOUNCEMENTS AND POST CLOSING CONFIDENTIALITY
Kodiak
shall be entitled to issue a press release or make any other public announcement
on the Closing Date with respect to this Agreement or the transactions
contemplated herein. After the Closing, Ore-More will keep
confidential all information in their possession or under their control relating
to Kodiak and its business unless such information is or becomes generally
available to the public other than as a result of a disclosure by Ore-More in
violation of this Agreement.
ARTICLE
10
MISCELLANEOUS
10.1
|
No
Party will assign this Agreement, or any part of this Agreement, without
the consent of the other Party, which consent may not be unreasonably
withheld or delayed. Any purported assignment without the
required consent is not binding or enforceable against any
Party.
|
10.2
|
This
Agreement enures to the benefit of and binds the Parties and their
respective successors, heirs, executors, administrators, personal and
legal representatives and permitted
assigns.
|
10.3
|
Each
notice to a Party must be given in writing. A notice may be
given by delivery to an individual or by fax, and will be validly given if
delivered on a Business Day to an individual at the following address, or,
if transmitted on a Business Day by fax addressed to the following
party:
|
14
(a) If
to Kodiak:
Name: Kodiak
Energy, Inc.
Address: 1120,
000 – 0xx
Xxxxxx X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
Attention: President
(b) If
to Ore-More:
Name: Ore-More
Resources Inc.
Address: 0000,
0xx
Xxxxxx XX
Xxxxxxx,
Xxxxxxx X0X 0X0
Attention: President
or to any
other address, fax number or individual that the party
designates. Any Notice:
|
(c)
|
if
validly delivered, will be deemed to have been given when
delivered;
|
|
(d)
|
if
validly transmitted by fax before 3:00 p.m. (local time at the place of
receipt) on a Business Day, will be deemed to have been given on that
Business Day; and;
|
|
(e)
|
if
validly transmitted by fax after 3:00 p.m. (local time at the place of
receipt) on a Business Day, will be deemed to have been given on the
Business Day after the date of the
transmission.
|
10.4
|
No
waiver of any provision of this Agreement is binding unless it is in
writing and signed by all the Parties except that any provision which does
not give rights or benefits to particular Parties may be waived in
writing, signed only by those Parties who have rights under, or hold the
benefit of, the provision being waived if those Parties promptly send a
copy of the executed waiver to all other Parties. No failure to
exercise, and no delay in exercising, any right or remedy under this
Agreement will be deemed to be a waiver of that right or
remedy. No waiver of any breach of any provision of this
Agreement will be deemed to be a waiver of any subsequent breach of that
provision or of any similar
provision.
|
10.5
|
Before
and after the Closing Date, each Party will execute and deliver promptly
at the other Party’s expense and request all further document and take all
further action reasonably necessary or appropriate to give effect to the
provisions and intent of this Agreement and to complete the transactions
contemplated by this Agreement.
|
15
10.6
|
The
rights and remedies under this Agreement are cumulative and are in
addition to and not in substitution for any other rights and remedies
available at law or in equity or otherwise. No single or
partial exercise by a Party of any right or remedy precludes or otherwise
affect the exercise of any other right to which that Party may be entitled
be entitled.
|
10.7
|
This
Agreement and all documents contemplated by or delivered under in
connection with this Agreement may be executed and delivered in any number
of counterparts with the same effect as if all Parties had all signed and
delivered the same document and all counterparts will be construed
together to be an original and will constitute one and the same
agreement.
|
10.8
|
Any
Party may deliver an executed copy of this Agreement by fax but that Party
will immediately dispatch by delivery in person to the other Parties an
originally copy of this Agreement.
|
10.9
|
No
amendment, supplemental, restatement or termination of any provision of
this Agreement is binding unless it is in writing and signed by each
Person that is a party to this Agreement at the time of the amendment,
supplemental, restatement or
termination.
|
10.10
|
Each
of the Parties irrevocably submits to the jurisdiction of the courts of
Alberta.
|
10.11
|
This
Agreement and all documents contemplated by or delivered under or in
connection with this Agreement, constitute the entire agreement between
the Parties with respect to the subject matter of this Agreement and
supersede all prior agreement, negotiations, discussions, undertaking,
representations, warranties and understandings, whether or oral, express
or implied statutory or otherwise.
|
IN WITNESS WHEREOF the Parties
hereto have duly executed this Agreement as of the day and year first written
above.
Per:
|
/s/Xxx Xxxxxxx |
Per:
|
KODIAK
ENERGY, INC.
|
|
Per:
|
/s/Xxxxx Xxxx |
Per:
|
16
SCHEDULE
“A”
COUGAR
ENCUMBRANCES
1.
|
a
security agreement on behalf of Thunder Energy Partnership as registration
number 09093030324 with an expiry of September 30, 2015;
and
|
2.
|
a
land charge on behalf of Thunder Energy Partnership as registration number
09093030349 with an expiry of
infinity.
|
17
SCHEDULE
“B”
Xxxxx
Xxxx – President
Xxxxxx
Xxxxx – VP Exploration
Xxxx
Xxxxxx – CFO
Xxxxx
Xxxxx – Controller
Xxxxxx
Xxxxxx – Corporate Secretary
18
SCHEDULE
“C”
ORE-MORE
ENCUMBRANCES
NONE
19
SCHEDULE
“D”
ORE-MORE
EMPLOYEES
NONE
20