SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARESSubscription Agreement • December 28th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of common shares of the Corporation to be issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) (the “Flow-Through Shares”) set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Price”), representing a subscription price of $1.30 per Flow-Through Share, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Flow-Through Shares of Signet Energy Inc.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete Exhibit 1 attached hereto, if applicable. The Corporation is a “connected issuer” (as defined in Section 1.1 of National Instrument 33-105) of the Agent, as the Agent has an employee, being Tony Loria, who is a director of the Corporation.
SUBSCRIPTION AGREEMENT FOR 7% SECURED CONVERTIBLE DEBENTURESSubscription Agreement • December 28th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the principal amount (the “Principal Amount”) of 7% secured convertible debentures (the “Debentures”) of the Corporation set forth below, at an aggregate subscription price that is equivalent to the Principal Amount of Debentures subscribed for, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for 7% Secured Convertible Debentures of Signet Energy Inc.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete Exhibit 1 attached hereto, if applicable. The Corporation is a “connected issuer” (as defined in Section 1.1 of National Instrument 33-105) of the Agent, as the Agent has an employee, being Tony Loria, who is a director of the Corporation.
AGENCY AGREEMENTAgency Agreement • December 28th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
MGI Securities Inc. (the “Agent”) understands that Signet Energy Inc. (the “Corporation” or “Signet”) proposes to create, issue and sell: (i) up to 1,600,000 common shares of the Corporation to be issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) (the “Flow-Through Shares”) at a price of $1.30 per Flow-Through Share for total gross proceeds of up to $2,080,000; and (ii) up to $10,000,000 CAD aggregate principal amount of 7% secured convertible debentures due November 15, 2007 (the “Debentures”). Subject to the terms of the Indenture (as defined below), each Debenture is, at the option of the holder thereof, convertible into common shares of the Corporation (“Common Shares”). The private placement of the Flow-Through Shares and the Debentures on the terms and conditions provided for herein is hereinafter referred to as the “Offering” and the Flow-Through Shares and the Debentures are hereinafter collectively referred to as the “Offered Securities”.
TRUST INDENTURE Providing for the Issue of up to Cdn. $10,000,000 of 7% Secured Convertible Debentures BETWEEN SIGNET ENERGY INC. — and — VALIANT TRUST COMPANY Made as of December 20, 2005Trust Indenture • December 28th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
NOW THEREFORE, in consideration of the premises and in further consideration of the mutual covenants herein contained, the parties hereto agree as follows:
