GENERAL SECURITY AGREEMENT
Exhibit
10.3
THIS
GENERAL SECURITY AGREEMENT made this 18th day of
June, 2008, (hereinafter the “Agreement”).
BY:
KERRISDALE
RESOURCES LTD.
(hereinafter
referred to as the "Debtor")
- in favour of -
XXXXX
XXXXXX
(hereinafter
referred to as the "Secured
Party")
WHEREAS all of the shares of
the Debtor (hereinafter “the Shares”) were sold by the Secured Party to Scout
Exploration Inc. (hereinafter the “Purchaser”)
pursuant to a Share Purchase Agreement dated effective the 1st day of January,
2008 (hereinafter the “Effective Date”).
AND WHEREAS Three Hundred
Fifty Thousand ($350,000.00) Dollars of the purchase price for the Shares
remained outstanding following the closing of the above-referenced share
purchase transaction (hereinafter the “Principal
Amount”) and the Debtor has assumed and accepted the obligation of the
Purchaser to the Secured Party of all the Purchaser’s obligations to the Secured
Party under the Share Purchase Agreement including the obligation to issue this
Agreement to the Secured Party;
AND WHEREAS, due to the
Debtor’s assumption of the obligations of the Purchaser to the Secured Party,
the Debtor intends to grant to the Secured Party a security interest in all of
real and personal assets of the Debtor owned as of the date upon which this
Agreement is executed, specifically including a number of oil and gas leases
owned by the Debtor or in which the Debtor holds beneficial interests to
petroleum and natural gas leases legally described in Schedule “B“ attached
hereto and made a part hereof;
NOW THEREFORE IN CONSIDERATION
of the recitals hereto, included herein, the representations, warranties,
covenants and agreements set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
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| 1. | Definitions |
In
construing this Agreement:
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(a)
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“Act”
means the Personal
Property Security Act, Statutes of Alberta, 2000, c. P-7 as
amended;
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(b)
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“Collateral”
means all personal property of the Debtor as of the date this Agreement is
executed including all Goods, Chattel Paper, Securities, Documents of
Title, Instruments, Money, Intangibles; and all real property of the
Debtor including all charges on land or interests in land and petroleum
and natural gas leases described in Schedule "A" attached hereto and
forming part of this Agreement; and all parts, accessories, attachments,
equipment, additions, accretions thereto and property thereof, together
with any equipment or accessories placed upon or repairs made to the
foregoing during the continuance of this
Agreement;
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(c)
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“Indebtedness”
means the Principal Amount or aggregate outstanding at any given time of
all loans and advances made or credit granted, or which may be made or
granted, by the Secured Party to the Debtor under the Share Purchase
Agreement and otherwise and interest on such loans and advances or credit
granted and all costs, charges and expenses of, or incurred by the Secured
Party, in connection with protecting, preserving, realizing upon or
collecting the Collateral or attempting to do so or otherwise and all
other obligations and liabilities, present or future, direct or indirect,
absolute or contingent, matured or not, of the Debtor to the Secured Party
arising from this or any other agreement or dealings between the Secured
Party and the Debtor or from any agreement or dealings with any person by
which the Secured Party may be or become in any manner whatsoever a
creditor of the Debtor or otherwise howsoever arising and whether the
Debtor be bound alone or with another or others and whether as principal
or surety including all reasonable legal fees and disbursements incurred
by the Secured Party in connection with all of the foregoing as between a
solicitor and his own client;
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(d)
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Unless
specifically defined herein, all capitalized terms used herein shall have
the same meaning as ascribed to them in the
Act.
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| 2. | Security Interest |
For Value
given by the Secured Party to the Debtor, the receipt and sufficiency of which
the Debtor hereby acknowledges, the Debtor hereby grants to the Secured Party a
Security Interest in the Collateral and Proceeds to secure payment of the
Indebtedness and performance of any and all obligations of the Debtor to the
Secured Party.
| 3. | Covenants |
The
Debtor covenants and agrees with the Secured Party:
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(a)
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that
on execution of this Agreement the Debtor will be in possession of the
Collateral or be entitled to possession of the
Collateral;
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(b)
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to
do, execute, acknowledge and deliver such financing statements and further
assignments, transfers, conveyances, documents, acts, matters and things
as may be reasonably requested by the Secured Party of or with respect to
the Collateral in order to give effect to these presents and to pay all
costs for searches and filings in connection therewith and for the
preparation of this Agreement, including solicitor's fees and
disbursements incurred by the Secured Party in connection with the
foregoing, as between a solicitor and his own client; and including the
issuance of notices of the filing of a financing statement in the PPR
Alberta in respect of this Agreement to the lessors of freehold petroleum
and natural gas leases included in the real property interests described
in Schedule “A” hereto and the filing of Security Notices with Alberta
Energy in respect of all Alberta Crown petroleum and natural gas leases
included in the real property interests described in Schedule “A” hereto
in which the Corporation holds a working interest of record with Alberta
Energy;
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(c)
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to
deliver to the Secured Party from time to time, forthwith upon request,
any Documents of Title, Instruments, Securities and Chattel Paper
constituting, representing or relating to the
Collateral;
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(d)
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to
give the Secured Party prompt and immediate notice
of:
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(i)
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the
occurrence of any event of default hereunder or of any other event which,
with the giving of notice or the lapse of time, would constitute an event
of default hereunder;
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(ii)
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any
loss or damage to the Collateral;
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(iii)
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any
change of the Debtor's name; and,
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(iv)
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any
change in the information contained herein or in the Schedules hereto
relating to the Debtor's business or the
Collateral;
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(e)
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to
prevent the Collateral, or any part thereof, from being or becoming an
Accession or Fixture to other property not covered by this Agreement, if
applicable;
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(f)
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that
if by reason of location of the Collateral or otherwise the creation,
validity or perfection of the Security Interest provided for herein is
governed by a law of a jurisdiction other than Alberta, then the Debtor
shall take such steps and execute and deliver such papers as the Secured
Party may from time to time request to comply with the Personal Property
Security Act and other laws of another province or provinces, or the laws
of Canada.
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(g)
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To
diligently maintain, use and operate the Collateral and to conduct the
Debtor’s affairs in a proper and efficient manner so as to preserve and
protect the Collateral and the earnings, income, rents and profits
thereof;
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(h)
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Not
to sell, exchange, transfer, assign, lease or otherwise dispose of the
Collateral or any interest therein other than in the ordinary course of
the Debtor’s business UNLESS with the prior written consent of the Secured
Party had and delivered, not to be unreasonably
withheld;
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(i)
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To
maintain insurance on all of the Collateral which is of a character
usually insured in comparable circumstances with reputable insurers
against loss or damage by fire or other hazards and to deliver to the
Secured Party evidence of such insurance satisfactory to the Secured
Party;
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(j)
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To
pay all rents, taxes, rates, levies, assessments and government fees or
dues lawfully levied, assessed or imposed in respect of the Collateral or
any part thereof as and when the same shall become due and payable and to
exhibit to the Secured Party, on demand, the receipts and vouchers
establishing such payments;
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(k)
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To
keep proper books of accounts in accordance with generally accepted
accounting principals, consistently applied, and to furnish to
the Secured Party, within 48 hours following the Secured Party’s request
during normal business hours, such financial information and
statements relating to the Collateral as the Secured Party may from time
to time require;
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(l)
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To
notify the Secured Party promptly
of:
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(i)
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Any
significant default in the payment to the Debtor of accounts which are
part of the Collateral; and
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(ii)
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All
litigation before any court, administrative board or other tribunal
affecting the Debtor or the
Collateral;
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(m)
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To
furnish to the Secured Party such other information with respect to the
Collateral as the Secured Party may from time to time
require;
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(n)
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Not
to, without the prior written consent of the Secured Party, create any
other
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security
interest, mortgage, hypothec charge, lien or other encumbrance upon the
Collateral or any part thereof ranking or purporting to rank in priority
to or equally with the Security Interest;
and
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(o)
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To
defend the title to the Collateral against all persons and, upon demand by
the Secured Party, to furnish such further assurance of title and to
execute any written instruments or do any other acts necessary to make
effective the purposes and provisions of this
Agreement.
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| 4. | Default |
The
happening of any of the following shall constitute default by the Debtor
hereunder:
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(a)
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if
the Debtor shall default in making any payment due to the Secured Party
with respect to the Indebtedness;
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(b)
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if
the Debtor shall be in default under or be in breach of any provision of
this Agreement or of any other agreement between the Debtor and the
Secured Party including any promissory
note;
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(c)
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if
the Debtor shall fail to pay any charges, rents, taxes, or rates on
leasehold property, or other charges of a like nature, or if the Debtor
fails to observe and perform any of the covenants, payments or conditions
in any lease, license, concession, agreement, mortgage, agreement for
sale, charge or encumbrance;
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(d)
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if
the Debtor makes default in the payment of the principal or interest
forming part of the Indebtedness;
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(e)
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if
an order shall be made or an effective resolution passed for the winding
up of the Debtor, or if a petition is filed for the winding-up of the
Debtor;
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(f)
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if
the Debtor shall make an assignment for the benefit of creditors or be
declared bankrupt, or if a custodian or receiver or receiver and manager
or other officer with similar powers be appointed with respect to the
Debtor or any of the Debtor's property or if the Debtor voluntarily files
a petition in bankruptcy, or commits any act of bankruptcy or proposes to
take the benefit of any provision of the Companies Creditors Arrangement
Act as now or hereafter in force or makes any arrangement with its
creditors pursuant to the terms of the Business Corporations Act of
Alberta or the Canada Business Corporations Act as now or hereafter in
force;
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(g)
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if
the Debtor ceases or demonstrates an intention to cease carrying on
business;
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(h)
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if
the Debtor passes or purports to pass any resolution or takes or purports
to take any corporate proceedings to enable it to take proceedings for its
dissolution, liquidation or
amalgamation;
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(i)
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if
the Debtor shall lose its charter by expiration, forfeiture or otherwise
or if a receiver or a receiver-manager for all or any part of the Debtor's
assets or any other party with like powers shall be
appointed;
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(j)
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except
for sales of Inventory in the ordinary course of business, if any assets
of the Debtor are either directly or indirectly (including, without
limitation, by way of transfer or sale of shares) sold, transferred,
removed, alienated or disposed of in any manner whatsoever by the Debtor
without the written consent of the Secured Party, not to be unreasonably
withheld, or if the Secured Party, in its sole discretion, deems the
Debtor's assets or any part thereof are in danger of being sold,
transferred, assigned, conveyed, removed, alienated or disposed
of;
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(k)
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if
the Secured Party, acting commercially reasonably, deems itself insecure
or decides that the Collateral is or is likely to be in jeopardy or the
Secured Party has commercially reasonable grounds to believe that the
prospect of payment or performance of the obligations of the Debtor is or
is likely to be impaired;
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(l)
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if
the Security Interest granted to the Secured Party hereunder shall cease
to be in full force and effect or the validity thereof or of any of the
obligations of the Debtor hereunder shall be disaffirmed by or on behalf
of the Debtor;
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(m)
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Any
of the representations and warranties in this agreement were incorrect in
any material respect when made or deemed to have been
made;
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(n)
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Any
encumbrancer takes possession or purports to or attempts to take
possession of the Collateral or any part thereof without the prior written
consent of the Secured Party had and
received;
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(o)
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Any
execution or other process of any court becomes enforceable against the
Debtor or any distress or analogous process is levied upon the Collateral
or any part thereof.
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| 5. | Remedies |
Upon
default by the Debtor hereunder:
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(a)
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the
Secured Party, at its sole discretion, may declare any or all of the
Indebtedness, which is not by its terms payable on demand, to be
immediately due and payable, without demand or notice of any
kind. Notwithstanding the foregoing, the Debtor acknowledges
that the Secured Party may in its sole, absolute and unfettered discretion
demand payment with respect to any portion of the Indebtedness which may
now or hereafter be payable on
demand;
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(b)
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the
Debtor will forthwith upon demand transfer to the Secured Party title to
all of the Collateral. In any event, at its option, the Secured Party may
take such steps as it considers necessary or desirable to obtain
possession of all or any part of the
Collateral;
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(c)
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the
Secured Party may proceed to enforce payment of the Indebtedness and
exercise all of the rights and remedies of the Secured Party provided for
in this Agreement and in the Act, as well as any and all other rights and
remedies available to the Secured Party at law or in equity, and may
proceed to enforce any other Security Agreement entered into between the
Debtor and the Secured Party;
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(d)
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the
Debtor agrees to assign to the Secured Party, in writing, at the Secured
Party's option, any rental or royalty payments due or to become due to the
Debtor from or under any lease of the Collateral, if
applicable;
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(e)
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the
Secured Party may by instrument in writing appoint any person or persons,
a Receiver or Manager or Receiver and Manager (hereinafter called the
"Receiver") of the Collateral or any part thereof and may remove the
Receiver so appointed by it and appoint another or others in his or their
stead or may take proceedings in any court of competent jurisdiction for
the appointment of a Receiver of all or any part of the Collateral
and:
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(i)
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the
Secured Party may from time to time fix the remuneration of the
Receiver;
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(ii)
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the
Receiver shall so far as concerns responsibility for his acts and
omissions be deemed to be the agent of the Debtor and not the agent of the
Secured Party and the Secured Party shall not be responsible in any way
for any misconduct or negligence on the part of the
Receiver;
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(iii)
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the
Debtor shall cooperate fully with and assist the Receiver forthwith upon
request and shall promptly confirm and ratify all acts of the
Receiver;
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(iv)
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the
Secured Party shall not be responsible or liable for any debts contracted
by the Receiver or for damages to persons or property or for salaries or
for non-fulfillment of contracts during any period when the Receiver is in
possession of the Collateral;
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(v)
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the
Debtor shall yield up possession of the Collateral and the conduct of the
Debtor's business in connection therewith to the Receiver upon demand to
the extent that possession or management is, in the sole discretion of the
Receiver, necessary for or incidental to realizing on or dealing with the
Collateral or the exercise of any rights or duties granted to or imposed
upon the Receiver under this Agreement and the Debtor shall facilitate by
all legal means the actions of the Receiver and shall not interfere with
the carrying out of the powers hereby granted to the Receiver and the
Debtor shall forthwith execute such documents and transfers as may be
necessary to place the Receiver in legal possession of the
Collateral;
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(vi)
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the
Secured Party or any subsidiary, agent or representative thereof may
become purchasers at any sale of the Collateral whether such sale is
made
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under
any power of sale contained in this Agreement or pursuant to judicial
proceedings;
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(vii)
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to
enable the Receiver to exercise the powers granted pursuant to the terms
of this Agreement the Debtor hereby irrevocably appoints the Receiver
attorney on the Debtor's behalf to do all acts and things on behalf of and
in the name of the Debtor as may be authorized by the provisions of this
Agreement, including carrying out any sale of any or all of the Collateral
and affixing the seal of the Debtor, if a corporation, to any deeds,
transfers, conveyances, assignments, assurances, documents and things
which in the Receiver's discretion ought to be executed to complete any
sale or transfer of any or all of the Collateral or alternatively, to
execute the same under the Receiver's own seal, by conveying in the name
of and on behalf of the Debtor; and any deed, transfer or other instrument
signed by the Receiver under his seal shall have the same effect as if it
were validly executed by the
Debtor;
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(f)
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subject
to the Act, all monies collected or received by the Secured Party pursuant
to or in exercise of any right it possesses with respect to the Collateral
shall be applied to the Indebtedness in such manner as the Secured Party
deems appropriate or, at the option of the Secured Party, may be held
unappropriated in a collateral account or released to the Debtor, all
without prejudice to the liability of the Debtor or the rights of the
Secured Party hereunder and any surplus shall be accounted for as required
by law;
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(g)
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at
the option of the Secured Party, and to the extent and in the manner
provided in the Act, the Secured Party may elect to retain all or any part
of the Collateral in satisfaction of the Indebtedness or any part
thereof;
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(h)
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in
the event of the Secured Party’s taking possession of the Collateral, or
any part thereof, in accordance with the provisions of this Agreement, if
applicable, the Secured Party shall have the right to maintain the same
upon the premises on which the Collateral may then be situate, and for the
purpose of such maintaining shall be entitled to the free use and
enjoyment of all necessary buildings, premises, housing, and accommodation
for the proper maintaining, housing and protection of the
Collateral;
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(i)
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the
Secured Party shall not be liable or accountable for any failure to seize,
collect, realize, sell or obtain possession or payment of the Collateral
or any part thereof and shall not be bound to institute proceedings for
the purpose of seizing, collecting, realizing or obtaining possession or
payment of the same or for the purpose of preserving any rights of the
Secured Party, the Debtor or any other person, firm or corporation in
respect to the same;
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(j)
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the
Secured Party may grant extensions of time and other indulgences, take and
give up securities, accept compositions, grant releases and discharges,
release any part of the Collateral to third parties and otherwise deal
with the debtors of the Debtor,
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sureties
and others and with the Collateral and other securities as the Secured
Party may see fit without prejudice to the liability of the Debtor or the
Secured Party's right to hold and realize the
Collateral;
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(k)
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the
Secured Party may, either directly or through its agents or nominees,
exercise any or all of the powers and rights given to a Receiver under
this Agreement;
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(l)
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the
rights and remedies herein conferred upon the Secured Party shall be
cumulative and not alternative and shall be in addition to and not in
substitution or derogation of rights and remedies conferred by the Act and
any other applicable law.
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| 6. | Powers of Receiver |
Any
Receiver appointed by the Secured Party shall have the power:
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(a)
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to
take possession of and get in all or any part of the
Collateral;
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(b)
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to
carry on, manage and conduct or to concur in the carrying on, management
and conduct of the business of the Debtor and to receive the revenues,
incomes, issues and profits of the Collateral and of carrying on the
business of the Debtor and to pay therefrom all expenses, charges and
borrowings incurred or payable in carrying on the business or
otherwise;
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(c)
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to
borrow monies for the purposes of the business of the Debtor, the
maintenance and preservation of the Collateral or any part thereof and in
so doing the Receiver may issue certificates payable when the Receiver
thinks expedient and bearing interest as stated therein and the amounts
from time to time payable thereunder shall charge the Collateral in
priority to this Agreement;
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(d)
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to
sell and dispose of any or all of the Collateral at public auction, by
public or private tender or by private sale at such time and on such terms
and conditions as to credit or otherwise and as to upset or reserve bid or
price, and as to method of payment whether by way of deferred payment or
otherwise, as the Receiver shall in its sole discretion determine and to
deliver to the purchaser or purchasers of the Collateral good and
sufficient deeds or title documents for the same, the Receiver being
hereby constituted the irrevocable attorney of the Debtor for the purpose
of making such sale and executing such deeds and transfer documents and
any such sale shall be absolute and conclusive as against the Debtor or
any person claiming by, from, through or under the Debtor and the Debtor's
assigns;
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(e)
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to
make any arrangement or compromise which the Receiver shall deem
expedient;
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(f)
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to
xxx or defend any action in the name of the
Debtor;
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(g)
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to
lease or concur in the leasing of the whole or any part of the
Collateral;
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| (h) | to exercise all or any of the powers or rights incident to the ownership of the Collateral; |
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(i)
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to
employ or retain for the execution of the duties and powers conferred upon
him hereunder such agents, assistants, professional advisors or other
persons as required on the terms and at the remuneration the Receiver
considers proper;
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(j)
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to
release any of the Collateral which in the Receiver's opinion is
unprofitable or unrealizable or a source of loss or
danger;
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(k)
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to
exercise all rights and powers of the Secured Party hereunder and to act
generally in relation to the Collateral in such manner and on such terms
as may be expedient and in the best interests of the Secured
Party;
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(l)
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to
agree to any modification, compromise, release or waiver of the rights of
the Secured Party against the Debtor or against the Collateral whether
such rights shall arise under this Agreement or
otherwise;
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(m)
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if
a sale is on credit, the Receiver shall not be accountable for any monies
until actually received.
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| 7. | Perform Obligations of Debtor |
The
Secured Party shall have the right, but shall not be obliged to perform any of
the obligations of the Debtor hereunder and the Debtor shall forthwith pay to
the Secured Party upon written demand therefor, an amount equal to the expense
incurred by the Secured Party in so doing, together with interest from the date
such expense is incurred until it is paid at a rate equal to six and three
quarters (6.75%) percent per annum and which shall be added to the Indebtedness
secured by this Agreement.
| 8. | Proceeds in Trust |
All
Proceeds from the sale or other disposition of the Collateral hereunder realized
by the Secured Party or any agent on the Debtor's behalf shall be held in trust
by the Debtor for the Secured Party.
| 9. | Collection of Debts |
In the
event of a default under this Agreement, the Secured Party may notify all or any
Account Debtors of the Security Interest and may also direct such Account
Debtors to make all payments on the Collateral to the Secured
Party.
| 10. | No Obligation to Advance |
Nothing
herein shall obligate the Secured Party to make any advance or loan or future
advance or loan or to renew any note or extend any time for payment of any
indebtedness or liability of the Debtor to the Secured Party.
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| 11. | Notice |
Any
demand or notice referred to in this Agreement may be effectively given in the
manner provided for in the Act.
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12.
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Governing Law |
This
Agreement shall be governed and construed in accordance with the laws of the
Province of Alberta and the parties hereby attorn to the exclusive jurisdiction
of the courts of the Province of Alberta.
| 13. | Joint and Several |
If one or
more persons executes this Security Agreement, their obligation shall be joint
and several and each shall remain liable hereunder until all are released in
full.
| 14. | No Waiver |
No
consent or waiver, express or implied, by the Secured Party of any breach or
default by the Debtor in the performance by the Debtor of its obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance of the Debtor's obligations
hereunder. Failure by the Secured Party to complain of any act or
failure to act on the part of the Debtor or to declare the Debtor in default,
irrespective of how long such failure continues, shall not constitute a waiver
by the Secured Party of its rights hereunder.
| 15. | Number and Gender |
Wherever
the singular, plural, masculine, feminine or neuter is used throughout this
Agreement, the same shall be construed as meaning the singular, plural,
masculine, feminine, neuter, body politic or body corporate where the facts or
context so requires.
| 16. | Headings |
The
headings in this Agreement have been inserted for reference and as a matter of
convenience only and in no way define, limit or enlarge the scope or meaning of
this Agreement or any provisions hereof.
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17.
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Time of Essence |
Time
shall be of the essence of this Agreement.
| 18. | No Modification |
No
modification, variation or amendment of any provision of this Agreement shall be
made except by a written agreement executed by the parties hereto and no waiver
of any provision hereof shall be effective unless in writing.
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| 19. | No Representations |
There are
no representations, warranties, agreements or conditions, express or implied,
statutory or otherwise, affecting the rights and liabilities of the parties
hereto or the attributes of the Collateral other than as specifically contained
or referred to herein, or as specifically contained in other Security Agreements
now or hereafter entered into between the Secured Party and the
Debtor.
| 20. | Continuing Security |
This
Agreement and the security afforded hereby is in addition to and not in
substitution for any other security now or hereafter held by the Secured Party
and is intended to be a continuing security agreement and shall remain in full
force and effect until the Indebtedness is repaid and the obligations of the
Debtor to the Secured Party performed notwithstanding that the Indebtedness is
reduced from time to time and thereafter increased or entirely extinguished, or
the Secured Party, by instrument in writing terminates this
Agreement.
| 21. | Attachment |
The
Security Interest created hereby is intended to attach when this Agreement is
signed by the Debtor and delivered to the Secured Party.
| 22. | Unenforceable Terms |
If any
term, covenant or condition of this Agreement or the application thereof to any
party or circumstance shall be invalid or unenforceable to any extent the
remainder of this Agreement or the application of such term, covenant or
condition to a party or a circumstance other than those to which it is held
invalid or unenforceable shall not be affected thereby and each remaining term,
covenant or condition of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law.
| 23. | Assignment |
This
Agreement is not assignable by the Debtor without the express prior written
consent of the Secured Party, not to be unreasonably withheld.
| 24. | Law of Property Act |
The
Debtor covenants and agrees that the provisions of the Law of Property Act of
the Province of Alberta shall apply to this Agreement and to the Collateral
secured hereby or to any agreement or instrument renewing or extending or
collateral to this Agreement or to the Collateral.
| 25. | Unreasonable |
Nothing
in this Agreement shall be construed to mean that the Secured Party may act in a
commercially unreasonable manner or in bad faith.
-
13 -
| 26. | Enurement |
This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
|
27.
|
Acknowledgement of Receipt |
The
Debtor acknowledges having received a duplicate executed copy of this Agreement
on the date of its execution and the Debtor waives any right it may have to
receive a Financing Statement or Financing Change Statement.
| 28. | Preamble and Schedules |
The Preamble to this Agreement and all
of the schedules attached hereto form a part of this Agreement and are binding
on the parties hereto.
IN WITNESS WHEREOF the Debtor has
executed this Agreement the day and year first above written.
KERRISDALE
RESOURCES LTD.
Per:
_______________________________________
XXXXX XXXXX
SCHEDULE
"A"
Description of
Collateral
1. All
of the Debtor's present personal property being Goods, Documents of Title,
Securities, Chattel Paper, Instruments, Money and Intangibles, including,
without limitation, the following:
|
(a)
|
All
present Equipment, and any Proceeds therefrom, including, without limiting
the generality of the foregoing, all fixtures, plant, machinery, tools and
furniture owned or acquired as of the Effective
Date.
|
|
(b)
|
All
present Inventory and any Proceeds therefrom, including, without limiting
the generality of the foregoing, all raw materials, Goods in process,
finished Goods and packaging material and Goods acquired or held for sale
or furnished or to be furnished under contracts of rental or service;
and
|
|
(c)
|
All
present Intangibles and Proceeds therefrom, including, without limiting
the generality of the foregoing, all debts, accounts, choses in action,
claims, demands and monies now due or owing or accruing due or which may
hereafter become due or owing to the Debtor, including (without limiting
the foregoing) claims against the Crown in the Right of Canada or of any
province, monies which may become payable under any policy or insurance in
respect of any loss by fire or other cause which has been or may be
incurred by the Debtor (collectively called "Book Debts"), together with
all contracts, securities, bills, notes, lien notes, judgments, chattel
mortgages, mortgages and all other rights, benefits and documents now or
hereafter taken, vested in or held by the Debtor in respect of or as
security for the Book Debts hereby assigned or intended so to be or any
part thereof and the full benefit and advantage
thereof.
|
2.
Notwithstanding the generality of the foregoing, the Collateral shall
specifically include all of the presently owned and earned leasehold Mineral
interests of the Debtor on all of those lands legally described in Schedule “B”
attached hereto (hereinafter the “Leases”), and any and all Proceeds therefrom,
including, and without limiting the generality of the foregoing, any royalties
earned by the Debtor pursuant to any of the Leases, and all proceeds from a
conveyance, transfer or sub-lease of any of the Leases.
DATED:
18th
day of June, 2008.
BETWEEN:
KERRISDALE RESOURCES
LTD.
- and -
XXXXX
XXXXXX
|
HUSTWICK XXXXXXX &
XXXXX
BARRISTERS
& SOLICITORS
000
XXXXXXX XXXXX
0000
- 000 XXXXXX
XXXXXXXX,
XXXXXXX
X0X
0X0
FILE: 76950
LRC
|
Schedule
"B"
Real
Property Assets of Kerrisdale Resources Ltd.
|
Working
Interests
|
|||||
|
Lands
|
P&NG
Rights
|
Xxxxx
|
Well
Status
|
Producing
Zone
|
and XXXX
received
|
|
SW¼
26-18-1W4
|
P&NG
to Base Medicine Hat
|
6-26-18-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
100%
|
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
8-26-18-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
20%
BPO, 30% APO + 5%
|
|
non-convertible
XXXX
|
|||||
|
(Paid
Out)
|
|||||
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
14-26-18-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
10%
W.I. + 10%
|
|
non-convertible
XXXX
|
|||||
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
16-26-18-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
20%
BPO, 30% APO + 5%
|
|
non-convertible
XXXX
|
|||||
|
(Paid
Out)
|
|||||
|
XXx
0-00-0X0
|
X&XX
to Base Medicine Hat
|
8-8-18-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
20%
BPO, 30% APO + 5%
|
|
non-convertible
XXXX
|
|||||
|
(Paid
Out)
|
|||||
|
SW¼
8-19-1W4
|
P&NG
to Base Medicine Hat
|
6-8-19-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
100%
|
|
NE¼
8-19-1W4
|
P&NG
to Base Medicine Hat
|
10-8-19-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
100%
|
|
XXx
0-00-0X0
|
X&XX
to Base Medicine Hat
|
13-8-19-1W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
20%
BPO, 30% APO + 5%
|
|
non-convertible
XXXX
|
|||||
|
(Paid
Out)
|
|||||
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
8-26-20-4W4
|
Producing
gas
|
Milk
River
|
20%
|
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
6-26-20-4W4
|
Producing
gas
|
Milk
River
|
20%
|
|
NE¼
26-20-4W4
|
P&NG
to Base Medicine Hat
|
16-26-20-4W4
|
Producing
gas
|
Milk
River
|
20%
|
|
XXx
00-00-0X0
|
X&XX
to Base Medicine Hat
|
14-26-20-4W4
|
Producing
gas
|
Milk
River
|
20%
|
|
NE¼
26-20-8W4
|
P&NG
to Base Medicine Hat
|
10-26-20-8W4
|
Producing
gas
|
Milk
River & Medicine Hat
|
100%
|
|
12-46-11W4
|
P&NG
to Base Mannville
|
6-12-46-11W4
|
Producing
gas
|
Colony
|
10%
BPO, 6% APO
|
|
except
Nat Gas in Viking
|
Sparky
|
(Paid
Out)
|
|||
|
Xxxxxxxxxxxx
|
|||||
|
0-00-00X0
|
X&XX
below Base of Viking
|
Nil
|
25%
|
||
|
to
Xxxxxxxx
|
|||||
|
Xx
& XXx 00-00-0X0
|
X&XX
to Base Mannville
|
2-31-39-4W4
|
Abandoned
|
5%
|
|
|
10-47-21W4
|
P&NG
to Base Edmonton
|
6-10-47-21W4
|
Standing
|
Edmonton
|
25%
|
|
W½
& all 32-6-6W2
|
N.A.
|
Producing
oil
|
Mississippian
|
2.0%
XXXX
|
|
|
Lsd
5 & N½ 33-3-31W1
|
N.A.
|
Producing
oil
|
Mississippian
|
1.0%
XXXX
|
|
