Ore-More Resources Inc. 1530, 9th Avenue SE Calgary, AB T2G 0T7 Dear Sir: Re: Cougar Energy, Inc and Kodiak Energy, Inc.
January
14, 2010
0000,
0xx
Xxxxxx XX
Xxxxxxx,
XX X0X 0X0
Dear
Sir:
Re: Cougar
Energy, Inc and Kodiak Energy, Inc.
This
Letter Agreement is to evidence the agreement between Zentrum Energie Trust AG
(“Zentrum”) and Ore-More Resources Inc. (“Ore-More”) concerning Kodiak Energy,
Inc. (“Kodiak”). The terms of the agreement are as set forth under
the headings below.
|
|
The
Indebtedness
|
Zentrum
has represented to Ore-More that Kodiak is indebted to Zentrum in an amount of
$1,357,713.70 as at December 31, 2009 (the “Indebtedness”).
|
|
The
Security
|
Zentrum
has also represented to Ore-More that it holds security in relation to the
Indebtedness which includes the following:
|
|
Promissory
Note executed by Kodiak dated September 30,
2009;
|
|
|
General
Security Agreement executed by Kodiak dated September 30,
2009;
|
|
|
Debenture
executed by Kodiak dated September 30,
2009;
|
|
|
Pledge
executed by Kodiak dated September 30,
2009;
|
|
|
Negative
Pledge and Undertaking executed by Kodiak dated September 30,
2009;
|
|
|
Share
Pledge executed by Kodiak dated September 30,
2009;
|
|
|
Guarantee
executed by Cougar Energy, Inc. (“Cougar”) dated September 30,
2009;
|
|
|
General
Security Agreement executed by Cougar dated September 30,
2009;
|
1
|
|
Debenture
executed by Cougar dated September 30,
2009;
|
|
|
Pledge
executed by Cougar dated September 30,
2009;
|
|
|
Negative
Pledge and Undertaking executed by Cougar dated September 30, 2009;
and
|
|
|
All
other security held by Ionic in relation to Kodiak and/or the
Indebtedness.
|
All such
security as described in (a) to (l) above shall hereinafter be called the
“Security”.
|
|
Acquisition
|
Ore-More
has agreed to purchase from Zentrum, and Zentrum has agreed to sell to Ore-More,
the Indebtedness and the Security (together called the “Sold Assets”) on the
Closing Date as described below. The completion of such transaction
on that date shall hereinafter be called the “Closing”. On the
Closing the Sold Assets shall be assigned to Ore-More by Zentrum free and clear
of all encumbrances, liens, mortgages, charges, hypothecations and adverse
claims created by Zentrum.
|
|
Consideration
|
In
consideration for the sale by Zentrum of the Sold Assets, Ore-More shall pay
Zentrum consideration the entire Indebtedness by issuing shares of Ore-More from
Treasury at the value of $6.00 per share USD. Total shares to be issued to
Zentrum with exchange rate of January 2/2010 of .9552
yields $1,296,888/6 = 216,148 shares of Ore-More.
|
|
Closing
|
The
Closing of the transaction contemplated herein shall occur no later than the
first business day after execution and delivery of this Letter Agreement by both
parties (the “Closing Date”). On the Closing Date Ore-More shall
provide the consideration to Zentrum as set forth above and Zentrum shall
execute and deliver to Ore-More all such assignment documents as which Ore-More
may reasonably request of Zentrum in order to fully assign, transfer, set over
and convey the Sold Assets to Ore-More on the basis described
herein.
|
|
Zentrum’s
Warranties and Representations
|
Zentrum
hereby covenants, warrants and represents to Ore-More that:
It has
the requisite corporate power and authority to enter into this Letter Agreement
and to perform its obligations hereunder and has taken all necessary corporate
action to authorize the sale of the sold assets in accordance with the terms
hereof;
Zentrum
has title to the Sold Assets such that they may be sold to Ore-More hereunder
free and clear of all encumbrances, liens, mortgages, charges, hypothecations
and adverse claims created by Ionic; and
2
This
Letter Agreement has been duly executed and delivered by Zentrum and constitutes
legal, valid and binding commitments on the part of Ionic.
Zentrum
makes no other warranties or representations except as expressly set forth above
in this document.
Except as
set out in this Letter Agreement the Sold Assets are being assigned “as is where
is” without warranty or representation.
|
|
Announcements
|
Zentrum
and Ore-More shall not make any public announcements or statements referring to
this transaction, without the prior consent of the other party
hereto.
|
|
Further
Assurances
|
At the
Closing and thereafter as may be necessary, and without further consideration,
the parties hereto shall execute, acknowledge and deliver such further and other
instruments and documents and shall take such other action and give such further
assurances as may be necessary to carry out their respective obligations
hereunder.
|
|
Governing
Law
|
This
Agreement shall in all respects be subject to and shall be interpreted,
construed and enforced in accordance with the laws in effect in the Province of
Alberta.
|
|
Time
|
Time
shall be of the essence of this Letter Agreement.
|
|
Entire
Agreement
|
This
Letter Agreement contains the entire agreement between the parties with respect
to the sale and purchase of the Sold Assets. This Letter Agreement
supersedes and replaces any and all prior agreements and arrangements between
the parties and this agreement may be amended only be written instrument,
executed and delivered by each of the parties hereto. This Letter
Agreement is enforceable and binding on the parties.
|
|
Enurement
|
This
Letter Agreement shall be binding upon and shall enure to the benefit of Zentrum
and Ore-More and their respective successors and assigns.
|
|
Counterparts
|
This
Agreement may be executed in any number or counterparts and delivered by
facsimile, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute one and the same instrument, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.
3
If
Zentrum agrees to the terms and conditions set forth in this Letter Agreement,
we would ask that it sign in the place provided below on the enclosed copy of
this Letter Agreement, and return it to us.
Yours
very truly,
Ore-More
Resources Inc
Per:
/s/ Xxx Xxxxxxx
Zentrum
Energie Trust AG. hereby agrees to the terms and conditions set forth in this
Letter Agreement.
ZENTRUM
ENERGIE TRUST AG
Per: Guido
Hilekes
4
ASSIGNMENT
OF DEBT AND SECURITY
THIS
ASSIGNMENT made the fourtheen day of January, 2010
BETWEEN:
ZENTRUEM ENERGIE TRUST AG, a body
corporate (hereinafter referred to as the “Assignor”)
ORE-MORE RESOURCES INC, a body
corporate (hereinafter referred to as the “Assignee”)
WHEREAS:
|
A.
|
Kodiak
Energy, Inc. (the “debtor”) is currently indebted to the Assignor in the
amount of $1,357,713.70 CAD. Which amount includes all
principal, interest and other charges accrued to December 31, 2010. (the
Indebtedness”)
|
|
B.
|
As
security for the Indebtedness and all other obligations owing by the
DEBTOR to the Assignor, the Assignor has been granted and does now hold
all of the security and guarantees set forth in Schedule “A” attached
hereto (the Security”);
|
|
C.
|
The
Security has been perfected at certain public registries, the details of
which are set forth in Schedule “b” attached hereto (the “Registrations”);
and
|
|
D.
|
Pursuant
to a letter agreement between the Assignor and the Assignee dated January
4, 2010 9 the “Letter Agreement”), the Assignor has agreed to assign and
transfer to the Assignee all of its interest in and to the Indebtedness,
the Security and the Registrations.
|
NOW AND
THEREFORE in consideration of the 216,148 shares of Ore-More
Resources, Inc issued to Zentrum, and for good and other valuable consideration
paid by the Assignee to the Assignor, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
|
1.
|
The
Assignor hereby assigns, transfers, sets over and conveys unto the
Assignee all of the Assignor’s right, title, estate and interest in and to
the Indebtedness, the Security and the Registrations, and all mortgages,
charges, enclubmrances and security interests evidenced there by or
contained therein, together with full power and authority to demand,
collect xxx for, enforce recover, receive and give receipts for the
payments due thereunder, TO HVAE AND TO HOLD the same for its sole use and
benefit absolutely subject nevertheless to the terms and conditions of
this Assignment.
|
|
2.
|
The
Assignor appoints the Assignee as its agent for the limited purpose of
transferring the Registrations into the name of the Assignee by making
such filings as may be necessary therefore at the public registries set
forth in Schedule “B”.
|
|
3.
|
The
Assignee here by covenants and undertakes to the Assignor to transfer all
Registrations into the name of the Assignee by making such filings as may
be necessary therefore at the public registries set forth in Schedule
“B”.
|
5
|
4.
|
The
provisions hereof shall enure to the benefit of all the heirs, executors,
administrators, legal representatives, successors and assigns of the
Assignor.
|
|
5.
|
Subject
only to the Letter Agreement, this Agreement constitutes the entire
agreement between the parties relating to the subject matter
hereof.
|
|
6.
|
This
Agreement may be executed in separate counterparts and when a counterpart
has been executed by each party all counterparts, when taken together will
constitute one agreement and will have the same force and effect as if all
the persons executing such counterparts had executed the same
agreement.
|
|
7.
|
A
faxed copy of an executed document or of an executed counterpart will be
acceptable as if it were an originally executed
document.
|
IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.
ZENTRUM ENERGIE TRUST
AG
Per: _________________________
ORE-MORE RESOURCES INC
Per: _________________________
6
SCHEDULE
“A”
Security:
|
1.
|
A
Promissory Note, executed by the Debtor dated September 30,
2009.
|
|
2.
|
A
General Security Agreement executed by the Debtor dated September 30, 2009
granting the Assignor a security interest in all of the Debtors present
and after acquired personal property and all proceeds
thereof;
|
|
3.
|
A
Debenture executed by the Debtor in favour of the Assignor dated September
30, 2009, providing a security interest and mortgaging and charging all of
the undertaking, property and assets of the Debtor for the time being,
whether now owned of hereafter acquired both present and
future;
|
|
4.
|
A
Debenture Pledge Agreement executed by the Debtor in favour of the
Assignor dated September 30, 2009 pledging all obligations, debts and
liabilities, present or future, direct or indirect, absolute or
contingent, matured or not, at any time owing by the Debtor to the
Assignor;
|
|
5.
|
A
Negative Pledge Agreement and Letter of undertaking executed by the Debtor
in favour of the Assignor dated September 30,
2009.
|
|
6.
|
A
Guarantee executed by Cougar Energy, Inc. in favour of the Assignor dated
September 30, 2009 guaranteeing all indebtedness of the Debtor and all
liability, present or future, absolute or contingent, from time to time
and at all times pursuant to the Credit Agreement between eh Assignor and
the Debtor;
|
|
7.
|
A
general Security Agreement executed by Cougar Energy, Inc. in favour of
the Assignor dated September 30, 2009, granting the Assignor a security
interest in all of Cougar Energy, Inc.’s present and after acquired
personal property and all proceeds
thereof;
|
|
8.
|
A
Debenture executed by Cougar Energy, Inc. in favour of the Assignor dated
September 30, 2009, providing a security interest and mortgaging and
charging all of the undertaking, property and assets of Cougar Energy,
Inc. for the time being, whether now owned of hereafter acquired both
present and future;
|
|
9.
|
A
Debenture Pledge Agreement executed by Cougar Energy, Inc. in favour of
the Assignor dated September 30, 20099, pledging all obligations, debts
and liabilities, present or future, direct or indirect, absolute or
contingent, matured or not, at any time owing by Cougar Energy, Inc to the
Assignor;
|
|
10.
|
A
negative Pledge Agreement and Letter of Undertaking executed by Cougar
Energy, Inc. in favour of the Assignor dated September 30, 2009;
and
|
|
11.
|
All
other security held by the Assignor in relation to the Debtor and/or the
Indebtedness.
|
7
SCHEDULE
“B”
| Registrations | |||||
| Registration number | Registration Type | Registration Date | |||
| Security Agreement | 2009-Dec 15 | ||||
| Land Charge | 2009-Dec 15 | ||||
| Security Agreement | 2009-Dec 15 | ||||
| Land Charge | 2009-Dec | ||||
8
