PURCHASE AND SALE AGREEMENT WORDSWORTH AREA, SE SASKATCHEWAN
WORDSWORTH
AREA, SE SASKATCHEWAN
This
Agreement made the 1st day of July, 2010.
BETWEEN:
|
|
DELTA OIL & GAS (CANADA)
INC., a body Corporate, with an office in the City of Vancouver,
British Columbia (hereinafter called the “Vendor” or
“Trasferor”)
|
-and-
|
|
PETREX ENERGY LTD., a
body Corporate, with an office in the City of Calgary, Alberta
(hereinafter called the “Purchaser” or
“Transferee”)
|
WHEREAS
the Vendor wishes to sell and the Purchaser wishes to purchase the Assets (5%
working interest) upon and subject to the terms and conditions set forth in this
Agreement.
NOW THEREFORE the Parties
agree as follows:
1. Definitions
Each
capitalized term used in this Agreement will have the meaning given to it in the
Canadian Association of Petroleum Landmen 2000 Property Transfer procedure (the
“Property Transfer Procedure”). In addition:
i) “Effective
Date” means 12:01a.m. on July 1, 2010.
ii)
“Closing
Date” means 10:00a.m. on August 3, 2010 or such as may be agreed upon
in writing by the Parties.
2. Schedules
& Exhibits
The
following Schedules are attached hereto and made part of this
Agreement:
i) Schedule “A”, which is the
Land Schedule and identifies:
(1)
the Lands; (2) the
Leases; (3) any other
agreements, documents or data that are to be excluded form the Miscellaneous
Interests under that definition; (4) any encumbrances, Rights
of First Refusal, production sale agreements, other agreements or penalties
required to be included in the land Schedule under the definition of Permitted
Encumbrances or the definition of Title and Operating Documents; (5) any Facilities required to
be included in the land Schedule under the definition of Facilities, any other
Tangibles described in paragraph “C” of the definition of Tangibles and any
assets otherwise falling within the definition of Tangibles that are
specifically excluded therefrom; and (6) the Xxxxx;
and
ii) Schedule “B” Property Transfer
Procedure elections and amendments and the Exhibit “A” thereto that is
the form of General Conveyance.
3. Purchase
and Sale
The
Purchaser agrees to purchase from the Vendor and the Vendor agrees to sell the
Assets to the Purchaser on the terms and conditions set forth in the
Agreement. Subject to the modifications that may be made under the
Property Transfer Procedure, the consideration payable by the Purchaser to the
Vendor for the Assets ifs $757,500.00 (the “Purchase Price” including 5% GST on
Tangibles), and shall be allocated among the Assets as follows:
|
i)
|
To
Petroleum and Natural Gas Rights
|
80%
|
$ 599,990.00
|
|
ii)
|
To
Tangibles (exclusive of GST)
|
20%
|
$ 150,000.00
|
|
iii)
|
To
Miscellaneous
|
$
10.00
|
|
|
SubTotal
|
$
750,000.00
|
||
|
iv)
|
5%
GST on Tangibles
|
$
7,500.00
|
|
|
__
_______
|
|||
|
TOTAL
|
$757,500.00
|
||
4.
Payment
of Purchase Price
The
Purchaser will pay the Purchase Price to the Vendor at Closing.
5.
Incorporation
by Reference of Property Transfer Procedure
The
Property Transfer Procedure is hereby incorporated by reference into this
Agreement, subject to the elections and amendments listed in Schedule
“B”.
In witness whereof the Parties
have duly executed this Agreement.
Per: /s/
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxx
DELTA
OIL & GAS (CANADA) INC.
Per: /s/
Xxxxxxx
Xxxxx
Xxxxxx Xxxxx
PETREX
ENERGY LTD.
- 2
-
SCHEDULE
“A”
to a
Purchase and Sale Agreement dated the 1st day
of July 2010, between
Delta Oil
& Gas (CANADA) Inc. and Petrex Energy Ltd.
as to a
five percent (5%) working interest
|
FILE
NO.
|
LAND
|
LEASE
|
FORMATION
|
ENCUMBRANCES
|
|
|
L.6-172
|
S/2
25-7-3 W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-176
|
NW/4
14-7-3 W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-179
|
NE/4
23-7-3 W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-180
|
NW/4
23-7-3 W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-181
|
SW/4
23-7-3 W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-182
|
SE/4
23-7-3- W2M
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
15.00%
|
|
L.6-184
|
NE/4
12-7-3 W2M
|
FREEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
L.6-188
|
NW/4
12-7-3 W2M
|
FREEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
L.6-189
|
NW/4
12-7-3 W2M
|
FREEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
L.6-190
|
NW/4
12-7-3 W2M
|
FREEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
L.6-192
|
NW/4
12-7-3 W2M
|
FREEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
L.6-193
|
SW/4
13-7-3 W2M
|
REEHOLD
P&NGL
|
To
basement
|
XX
XXX
|
15.00%
|
|
X.0-000
|
XXX
0-00-0-0-0 X0X
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
22.50%
|
|
L.6-215
|
XXX
0-00-0-0 X0X
|
FREEHOLD
P&NGL
|
To
base of Mississippian (Xxxxx) Formation
|
XX
XXX
|
22.50%
|
|
L.6-174
|
NW/4
24-7-3 W2M
|
CROWN
P&NG
LEASE
#57355
|
To
base of Mississippian (Xxxxx) Formation
|
CR
XXX
|
|
|
X.6-175
|
NE/4
14-7-3 W2M
|
CROWN
P&NG
LEASE
#54268
|
To
base of Mississippian (Xxxxx) Formation
|
CR
XXX
|
|
|
X.0-000
|
XX
0/0 00-0-0 X0X
|
CROWN
P&NG
LEASE
#58427
|
To
basement
|
CR
XXX
|
|
|
X.0-000
|
XX
0/0 00-0-0 X0X
|
CROWN
P&NG
LEASE
#58428
|
To
basement
|
XX
XXX
|
|
|
X.0-000
|
XX/0
00-0-0 X0X
|
CROWN
P&NG
LEASE
#58646
|
To
basement
|
XX
XXX
|
|
A -
1
|
FILE
NO.
|
LAND
|
LEASE
|
DESCRIPTION
|
ENCUMBRANCES
|
||
|
L.6-183
|
SE/4
23-7-3 W2
|
SURFACE
LEASE
|
SOUTHEAST
QUARTER (1/4) OF SECTION TWENTY THREE (23), TOWNSHIP SEVEN 9&), RANGE
THREE (3) WEST OF THE SECOND (2) MERIDIAN CERTIFICATE OF TITLE NO.
107038043
|
|||
|
X.0-000
|
XX/0
00-0-0- X0X
|
XXXXXXX
LEASE
|
WELLSITE
& ACCESS ROAD FOR THE TEXALTA ET XX XXXXXXXXXX EAST HZ
3B9-23/3A11-23-7-3 W2
|
|||
|
L.6-200
|
XX/0
00-0-0 X0X
|
SURFACE
LEASE
|
ACCESS
ROAD FOR THE TEXALTA ET XX XXXXXXXXXX EAST HZ 3B9-23/3A11-23-7-3 W2M
HORIZONTAL WELL
|
|||
|
L.6-210
|
SE/4
23-7-3 W2M
|
SURFACE
LEASE
|
WELLSITE
& ACCESS ROAD HZ1C2-23/1B14-14-7-3 W2 WELL AT SE/4 SECTION 23,
TOWNSHIP 7 RANGE 3 W2. CERTIFICATE OF TITLE 107038043
|
|||
|
X.0-000
|
XX/0
00-0-0 X0X
|
XXXXXXX
LEASE
|
XXXXXXXX
0 XXXXXX XXXX FOR THE WORDSWORTH SWD - ROW
|
|||
|
L.6-217
|
SE/4
23-7-3W2
|
SURFACE
LEASE
|
SOUTHEAST
QUARTER SECTION 23, TOWNSHIP 7, RANGE 3 WEST OF THE 2ND MERIDIAN 3.71
ACRES (1.5 HA)
|
|||
|
L.6-218(A)
|
SE/4
23-7-3 W2
|
SURFACE
LEASE
|
SOUTHEAST
QUARTER (1/4) OF SECTION TWENTY THREE (23), TOWNSHIP SEVEN (7), RANGE
THREE (30) WEST OF THE SECOND (2) MERIDIAN CERTIFICATE OF TITLE NO.
107038043 (ROW) SWD
|
|||
|
L.6-218(B)
|
SE/4
23-7-3 W2
|
SURFACE
LEASE
|
SOUTHEAST
QUARTER (1/4) OF SECTION TWENTY THREE (23), TOWNSHIP SEVEN (7), RANGE
THREE (30) WEST OF THE SECOND (2) MERIDIAN CERTIFICATE OF TITLE NO.
107038043: FLOWLINE RIGHT OF WAY 2a2-23 TO 3B9 SWD
|
|||
|
L.6-219
|
SE/4
23-7-3 W2M
|
SURFACE
LEASE
|
FLOWLINE
RIGHT OF WAY FROM TEXALTA ET XX XXXXXXXXXX E. HZ 1B1-23-7-3 W2 TO
2A2-23-7-3- BATTERY
|
|||
|
L.6-220
|
SW/4
24-7-3 W2M
|
SURFACE
LEASE
|
SOUTHWEST
QUARTER (1/4) OF SECTION TWENTY FOUR (24), TOWNSHIP SEVEN (7), RANGE THREE
(3) WEST OF THE SECOND (2) MERIDIAN CERTIFICATE OF TITLE NO. 105486240 HZ
1B4-24
|
|||
|
L.6-223
|
SE/4
23-7-3 W2
|
SURFACE
LEASE
|
XX
0/0 XXX 00, XXX 0, XXX 0 X0X XXX #107038043
|
|||
|
L.6-238
|
SE/4
3-23-7-3 W2
|
SURFACE
LEASE
|
XXXXXXX
XX XX XXXXXXXXXX XX 0X0-00/0X00-00-0-0 X0; S/2 23, 7-3 W2 WELLSITE AND
XXXXXX XXXX
|
|||
|
X.0-000
|
XX/0
00-0-0 X0
|
SURFACE
LEASE
|
SOUTHWEST
QUARTER (1/4) OF SECTION TWENTY THREE (23), TOWNSHIP SEVEN (7), RANGE
THREE (3) WEST OF THE SECOND (2) MERIDIAN CERTIFICATE OF TITLE NO.
87R0412Ra (ROW) HZ 1B4-24
|
|||
|
X.0-000
|
XXX
0X0-00 XX 0X0-00
|
EASEMENT
|
FLOWLINE
RIGHT OF WAY FROM 3C1-23 TO 2A2-23 BATTERY SE/4 SECTION 23, TOWNSHIP 7,
RANGE 3W2 - CERTIFICATE OF TITLE NO: 90R37104D (SK CERT
#107038043)
|
|||
A -
2
|
AGREEMENTS
|
|
|
1 -
A.6-094
|
Farmout,
Option & Participation Agreement dated April 10,
2006
|
|
2 -
A.6-110
|
Farmout,
Option & Participation Agreement dated March 16,
2009
|
|
3 -
A.6-117
|
Farmout
& Participation Agreement dated October 1, 2009
|
|
4 -
A.6-109
|
Salt
Water Disposal Agreement dated May 15,
2009
|
|
XXXXX
|
|
|
1
|
Texalta
et xx Xxxxxxxxxx E HZ2A1-23-3111-14-7-3 W2 (5% WI)
|
|
2
|
Texalta
et xx Xxxxxxxxxx E HZ1C2-23-1B14-14-7-3 W2 (5% WI)
|
|
0
|
Xxxxxxx
xx xx Xxxxxxxxxx X XX0X0-00-0X0-00-0-0 W@ (5% WI)
|
|
4
|
Texalta
et xx Xxxxxxxxxx E HZ1B4-24/1C5-13-7-3-W2 (BPO 0% /APO
2.5%)
|
|
5
|
Texalta
et xx Xxxxxxxxxx E SWD RE DD 3B9-23-4A10-23-7-3 W2 (5%
WI)
|
|
6
|
2A2-23-7-3
W2 Wordsworth Battery
|
|
EQUIPMENT
AND FACILITIES
|
|
PUMPING
UNIT AND BASE (xxxxx 1-3 above) > 5% WI
|
|
PUMPING
UNIT AND BASE (well 4 above) > BPO 0%/APO
2.5%
|
|
FLOWLINE
to 2A2-23 BATTERY (well 4 above) > BPO o%/APO 2.5%
|
|
FLOWLINE
TO 2A2023 BATTERY (Xxxxx 1-3 above) > 5% APO
|
|
BATTERY
2A2-23-14-7-eW2 5 > % WI
Storage
Tank - Fiberglass API Spec Tank 400 BBL 12x20
Storage
Tank - Fiberglass API Spec Tank 500 BBL 12x25
TREATER
BUILDING
TREATER
|
|
Texalta
et xx Xxxxxxxxxx # 3B9-23/4B11-23-7-3 W2M
Salt
Water Disposal Well and Flowline
|
|
SEISMIC
|
|
Lines
WO 1, 2, 3 & 4
|
A -
3
SCHEDULE
“B”
to
a Purchase and Sale Agreement dated the 1st day
of July 2010, between
Delta
Oil & Gas (CANADA) Inc. and Petrex Energy Ltd.
as
to a five percent (5%) working interest
CAPL
PROPERTY TRANSFER PROCEDURE ELECTIONS AND AMENDMENTS
|
1.
|
GST
(Subclause 2.03A):
|
N/A
|
|
a) GST
Election: Alternative
|
N/A
|
|
|
b) GST
Business # (Vendor):
|
N/A
|
|
|
c) GST
Business # (Purchaser):
|
N/A
|
|
|
2.
|
Interest
Accrual (Clause 2.04): Alternate _________ Neither Alternate 1 nor
2
X apply.
|
|
|
3.
|
Place
of Closing (Clause 3.01):
|
Office
of Purchaser
|
|
4.
|
Access
to Transferee’s Files (Subclause 3.04B):
|
6
months
|
|
5.
|
Distribution
of specific conveyances (Clause 3.05):
|
N/A
|
|
6.
|
Final
Statement of Adjustments (Paragraph 4.02A(b)):
|
60
day period
|
|
7.
|
Treatment
of income during interim period (Clause 4.03):
|
N/A
|
|
Income
tax adjustment if alternate 1 applies:
|
N/A
|
|
|
Exception
to 4.03A if Alternative 1 applies (Subclause 4.03B):
|
will
not apply
|
|
|
8.
|
Transferor’s
representations and warranties (Clause 6.02). Those representations and
warranties in that Clause that apply are indicated by an “X” below.
(Scenario A and B elections as
indicated.)
|
|
|
X
Residency for tax purposes
|
X
Abandonment of xxxxx
|
|
X
Lawsuits and claims
|
X
Condition of tangibles
|
|
X No
default notices
|
X
Well/intangibles license transfers
|
|
X
Compliance with leases
|
X
Reg. production penalties
|
|
X
Payment of Royalties
|
X Reg.
production allowables
|
|
X
Encumbrances
|
X
Area of mutual interest
|
|
X No
reduction
|
X
No offset obligations
|
|
X Sale
Agreements
|
X
Commitment to deliver
|
|
X
Provisions of documents
|
X
ARTC
|
|
X
Authorized expenditures
|
X
Quiet enjoyment
|
|
X
Environmental matters
|
__ Additional
representations
|
|
X
Condition of xxxxx
|
|
9.
|
Survival
of representations and warranties (Clause 6.04):
|
12
months
|
|
10.
|
Option
to terminate re: ROFR Exercises (Subclause 7.01D):
|
will
not apply
|
|
11.
|
Delivery
of Title Defects Notice (Subclause 8.02A):
|
5
business days
|
B -
1
|
12.
|
Title
defects mechanism (Subclause 8.02B):
|
||
|
13.
|
Responsibility
of Transferor (Clause 13.01):
|
||
|
i) Subclause
13.01A
|
Alternate
1
|
||
|
ii)
Subclause
13.01B
|
12
months
|
||
|
14.
|
Limit
on Transferor’s Responsibility (Subclause 13.03A):
|
will
apply
|
|
|
15.
|
Minimum
claim threshold (Subclause 13.03B):
|
will
not apply
|
|
|
16.
|
Addresses
for Service (Clause 15.02):
|
||
|
Delta Oil & Gas (Canada) Inc.
Attention: Xxxxxxx Xxxxx
Xxxxx 000-000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: xxxxxxxxxxxx@xxxxx.xxx
|
Petrex Energy Ltd.
Attention: Xxxxxxx Xxxxx
0000 Xxxxx Xxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
Email: Xxxxxx@xxxxxxx.xxx
|
B -
2
Exhibit
“A” to the Property Transfer Procedure included as Schedule “B”
to a
Purchase and Sale Agreement dated the1stday
of July 2010, between
Delta Oil
& Gas (Canada) Inc, and Petrex Energy Ltd. as to five percent (5%) working
interest.
GENERAL
CONVEYANCE
Wordsworth,
Saskatchewan
This
General Conveyance made this 1st day
of July 2010
BETWEEN:
DELTA OIL & GAS (CANADA) INC., a body
Corporate, with an office in the City of Vancouver, British Columbia
(hereinafter called the “Vendor” or “Transferor”)
-and
-
PETREX ENERGY LTD., a body
Corporate, with an office in the City of Calgary, Alberta (hereinafter called
the “Purchaser” or the “Transferee”)
WHEREAS the Transferor has
agreed to convey and the Transferee has agreed to acquire the Transferor’s
entire five percent (5%) working interest in the Assets, the Parties agree as
follows:
1.
Definitions
In this
General Conveyance, “Agreement” means the Purchase and Sale Agreement dated the
1st
day of July 2010 between the Transferor and the Transferee. In addition,
the definitions provided for in the Agreement and in the Property Transfer
Procedure included as Schedule “B” to the Agreement are adopted in this General
Conveyance.
2.
Conveyance
The
Transferor, for the consideration provided for in the Agreement, the receipt and
sufficiency of which is acknowledged by the Transferor, conveys the Assets, to
the Transferee. The Transferee acquires the Assets from the Transferor, subject
to the terms of the Agreement, and Permitted Encumbrances and to compliance with
the terms of the Title and Operating Documents.
3. Effective Time
This General Conveyance is effective as
of the Effective Date.
B -
3
4. Subordinate
Document
This
General Conveyance is executed and delivered by the Parties under the Agreement
for the purposes of the provisions of the Agreement, and the terms hereof are to
be read in conjunction with the terms of the Agreement. The Agreement will
prevail if there is a conflict between the provisions of the Agreement and this
General Conveyance.
5. Enurement
This
General Conveyance enures to the benefit of and binds upon the Parties and their
respective successors and permitted assigns.
6. Further
Assurances
Each
Party will, after the date of this General Conveyance, on a timely basis and
without further consideration, do all further acts and execute and deliver all
further documents that are reasonably required to carry out the terms of the
General Conveyance.
IN WITNESS WHEREOF the Parties
have duly executed this General Conveyance.
Per:
/s/
Xxxxxxx
Xxxxx
Xxxxxxx Xxxxx
DELTA
OIL & GAS (CANADA) INC.
Per: /s/
Xxxxxxx
Xxxxx
Xxxxxxx Xxxxx
PETREX ENERGY LTD.
B -
4
