EXHIBIT 99.5
NOTICE OF ASSIGNMENT
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Superb Area, Saskatchewan
Twp. 33, Rge. 24 W3M: W 21
Twp. 33, Rge. 25 W3M: 36
(General land description, for reference only)
WHEREAS, by agreement ("Transfer Agreement") dated August ___, 2001
Westlinks Resources Ltd., as Assignor, transferred and conveyed effective August
1, 2001 ("Transfer Date") an interest in property as more fully described below
to NuWay Resources of Canada, Ltd., as Assignee; and
WHEREAS, Assignor and one or more parties ("Third Party") are subject
to and bound by that certain Joint Operating Agreement dated May 8, 2001 made
between, by or among BreAlta Energy Inc. and Xxxxx Oil Ltd. as may have been
amended, affecting the land or property therein described ("Master Agreement");
and
WHEREAS, in accordance with the terms and provisions of the Master
Agreement, Assignor and Assignee intend to serve notice to current Third Party
to the Master Agreement of the transfer and conveyance as described in the
Transfer Agreement.
NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration
of the mutual advantages and benefits accruing to the parties hereto, notice is
hereby given, as follows:
1. Assignor:
Westlinks Resources Ltd.
2. Assignee:
NuWay Resources of Canada, Ltd.
c/o Xxxxxxx Xxxxx LLP
Barristers & Solicitors
0000, 000 - 0xx Xxxxxx X.X.
Calgary, Alberta T2P 4H2
Attention: Xxxx Xxx XxXxxxxx
3. Current Third Party to Master Agreement:
Xxxxx Oil Ltd.
4. Assigned Interest: (Check A or B below):
[ ] A. Transfer Agreement covers 100% of Assignor's entire undivided
right, title and interest in the Master Agreement but shall not include
rights of the Assignor as operator ("Assigned Interest"); OR
[X] B. Transfer Agreement covers a portion of Assignor's right, title
and interest in the Master Agreement but shall not include rights of
the Assignor as operator ("Assigned Interest"). In the event
Alternative B is checked, the following is the legal description of all
lands and interests transferred and conveyed in the Transfer Agreement
(attached schedule if more space is needed):
Lands Vendor's Interest
(Rights Held) Being Assigned
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Twp. 33, Rge. 24 W3M: W/2 Sec. 21 Undivided 30% W.I.
(PNG to base Mannville)
Twp. 33, Rge. 25 W3M: Sec. 36 Undivided 30% W.I.
(PNG to base Mannville)
5. Subject to Clause 7 of this Notice of Assignment, Assignor and
Assignee, in accordance with the terms of the Transfer Agreement,
acknowledge that:
(i) Assignor has transferred and conveyed the Assigned Interest to
the Assignee as of the Transfer Date; and
(ii) Assignee agrees to replace Xxxxxxxx, on and after the Transfer
Date, as a party to the Master Agreement with respect to the
Assigned Interest; and
(iii) Assignee agrees to be bound by and observe all terms,
obligations and provisions in the Master Agreement with
respect to the Assigned Interest on and after the Transfer
Date.
6. Subject to the terms and provisions of the Transfer Agreement, Assignee
on and after the Transfer Date:
(i) discharges and releases Assignor from the observance and
performance of all terms and covenants in the Master Agreement
and any obligations and liabilities which arise or occur under
the Master Agreement with respect to the Assigned Interest;
and
(ii) does not release and discharge Assignor from any obligation or
liability which had arisen or accrued prior to the Transfer
Date or which does not relate to the Assigned Interest.
7. Assignee and Assignor agree that in all matters relating to the Master
Agreement with respect to the Assigned Interest, subsequent to the
Transfer Date and prior to the Binding Date, Assignor acts as trustee
for and duly authorized agent of Assignee, and Assignee, for the
benefit of the Third Party, ratifies, adopts and confirms all acts or
omissions of Assignor in such capacity as trustee and agent.
8. This Notice of Assignment shall become binding on all parties to the
Master Agreement on the first day of the second calendar month
following the month this notice is served on Third Party in accordance
with the terms of the Master Agreement ("Binding Date"). In addition,
Assignor and Assignee agree that they 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 the Binding Date.
9. Assignor represents and certifies that this Notice of Assignment and
its service are in compliance with all the terms and provisions of the
Master Agreement.
IN WITNESS WHEREOF this Notice of Assignment has been duly executed by
the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. NUWAY RESOURCES OF CANADA, LTD.
(Assignor) (Assignee)
Per: Per:
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Date: Date:
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