Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
BETWEEN:
BRL CONSULTING INC. ("BRL")
-and-
XXXXXX XXXXX ("XXXXX")
-and-
WESTERN STANDARD ENERGY CORP. ("WSEC")
WHEREAS:
On October 12, 2012 WSEC executed a Convertible Debenture which promised to pay
US $125,000 to BRL and US $125,000 to Xxxxx (the "Debt") on or before April 1,
2013 (the "Due Date"); and
Masters International Investment Holdings Corp. ("Masters") guaranteed to pay
the Debt (the "Guarantee"); and
BRL and Xxxxx have the right to convert the debt to shares of the capital stock
of WSEC (the "Conversion Right"); and
WSEC and Masters failed to pay the Debt on the Due Date; and
BRL and Xxxxx have elected not to exercise the Conversion Right; and
WESC wishes to amend the terms of payment of the Debt and BRL and Xxxxx have
agreed to amend the terms of payment of the Debt, provided, however, that by
such amendment to the terms of payment of the Debt, BRL and Xxxxx have not
released Masters from its obligations to pay the full US $250,000 Debt as
guaranteed in the Guarantee.
IT IS AGREED THAT:
The Convertible Debenture will be cancelled and a new convertible debenture in
the amount of CDN $140,000 will be issued in the form attached as Schedule "A"
hereto (the "New Convertible Debenture")
Payments are due and payable under the New Convertible Debenture as follows:
* $1,000 upon execution of this Agreement;
* An additional $5,000 per month for 6 months commencing on June 15,
2013;
* An additional $10,000 per month for 5 months commencing on December
15, 2013;
* An additional $59,000 on or before May 15, 2014.
WSEC will deliver to each of BRL and Xxxxx on or before May 15, 2014, 300,000
common shares of the capital stock of WSEC.
SIGNATURES ON FOLLOWING PAGE
Agreed to and accepted as of this 22nd day of May, 2013.
XXXXXX XXXXX
00 Xxxxxxxx Xxxx
Xxxxxxx, X.X. X0X 0X0
/s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx
BRL CONSULTING INC.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
/s/
---------------------------------
Authorized Signatory
WESTERN STANDARD ENERGY, CORP.
000-0000 Xxxxxxxxxx Xxx
Xxxxxxx, XX X0X 0X0
/s/ Dallas Gary
---------------------------------
Authorized Signatory
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