AMENDED AND RESTATED ARRANGEMENT AGREEMENTArrangement Agreement • May 26th, 2006 • True Energy Trust • Alberta
April 10, 2006 Shellbridge Oil & Gas, Inc. 230, 10991 Shellbridge Way Richmond, British Columbia V6X 2C6 Attention: Wayne J. Babcock, President and Chief Executive Officer Dear Sirs: Re: Proposed Business CombinationTrue Energy Trust • May 26th, 2006 • Alberta
This letter sets forth the agreement of True Energy Trust (the “Trust”), True Energy Inc. (“True”) and Shellbridge Oil & Gas, Inc. (“Shellbridge”) with respect to a proposed transaction (the “Transaction”) pursuant to which True would acquire all of the outstanding shares of Shellbridge on the terms and conditions set out below.
True Energy TrustTrue Energy Trust • May 26th, 2006 • Alberta
In connection with your analysis of a possible negotiated transaction with True Energy Trust or any of its affiliates (collectively the “Trust”), you have been or will be furnished certain information that is proprietary, non-public or confidential concerning the Trust and its subsidiaries (as defined below) from Representatives (as defined below) of the Trust (collectively, and together with the Trust, the “Disclosing Parties”). In consideration of furnishing you with such information to assist you in such regard, you hereby agree to the following (it being understood that you are also agreeing to cause your Representatives to comply with the applicable provisions hereof):
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • May 26th, 2006 • True Energy Trust • Alberta
SHELLBRIDGE OIL & GAS, INC., a body corporate, incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as “Shellbridge”)
ARRANGEMENT AGREEMENTArrangement Agreement • May 26th, 2006 • True Energy Trust • Alberta
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada, having an office in the City of Calgary, Alberta (the “Trustee”), as Trustee for and on behalf of TRUE ENERGY TRUST, a trust formed under the laws of the Province of Alberta (the “Trust”)
FIRST SUPPLEMENTAL TRUST INDENTUREFirst Supplemental Trust Indenture • May 26th, 2006 • True Energy Trust • Alberta
TRUE ENERGY INC., a body corporate amalgamated under the laws of the Province of Alberta, having an office in Calgary, Alberta (the “Corporation”)
CONFIDENTIALLetter Agreement • May 26th, 2006 • True Energy Trust
We understand that you (the “Shareholder”) are the beneficial owner of the number of common shares (“Shellbridge Shares”) of Shellbridge Oil & Gas, Inc. (“Shellbridge”) and hold options (“Options”) to purchase Shellbridge Shares, each as set forth on the signature page hereof.
