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1-5103
(Commission File Number)
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72-0496921
(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Exhibit No.
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Description
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1.1
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Purchase and Sale Agreement, executed on June 8, 2017, with an as of date of May 10, 2017, between Barnwell of Canada, Limited and Anegada Oil Corp.
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Russell M. Gifford
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Name:
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Russell M. Gifford
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Title:
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Executive Vice President and
Chief Financial Officer |
Exhibit No.
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Description
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1.1
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Purchase and Sale Agreement, executed on June 8, 2017, with an as of date of May 10, 2017, between Barnwell of Canada, Limited and Anegada Oil Corp.
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BETWEEN:
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BARNWELL OF CANADA, LIMITED, a body corporate, incorporated under the laws of the State of Delaware in the U.S.A., having an office in the City of Calgary, in the Province of Alberta
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(hereinafter referred to as "Vendor")
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– and –
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ANEGADA OIL CORP. a body corporate, incorporated under the laws of Alberta, having an office in the City of Calgary, in the Province of Alberta
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(hereinafter referred to as "Purchaser")
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1.1 |
Definitions
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(a) |
"Abandonment and Reclamation Obligations" means any and all present and future obligations to abandon the Wells and restore and reclaim the surface sites thereof, to decommission and remove the facilities and equipment comprised in the Facilities and Tangibles and restore and reclaim the surface sites thereof and to reclaim and restore the Lands, all in accordance with good oil and gas field practices, and in compliance with the Regulations;
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(b) |
"Accepted Matters and Conditions" means any fact, condition, circumstance or other matter of which the Purchaser had knowledge prior to the Closing Time;
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(c) |
"Adjustment Date" means the hour of 8:00 a.m., Calgary time, on April 1, 2017;
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(d) |
"AFE's" means the authorities for expenditure, cash calls, operations notices, and mail ballots, if any, set out in Schedule "B";
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(e) |
"Affiliate" of a Party means a corporation or partnership that controls the Party, is controlled by the Party or is controlled by the same person, corporation or partnership that controls the Party and for which purpose a corporation shall be deemed to be controlled by those persons, corporations or
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partnerships who own or effectively control, other than by way of security only, sufficient voting shares of the corporation (whether directly through the ownership of shares of the corporation or indirectly through the ownership of shares of another corporation or partnership interests of a partnership which owns shares of the corporation) to elect the majority of its board of directors and a partnership shall be deemed to be controlled by those persons, corporations or partnerships that are able to determine policies or material decisions of that partnership, provided that a partnership which is composed solely of corporations which are Affiliates, as described above, shall be deemed to be an Affiliate of each such corporation and its other Affiliates;
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(f) |
"Assets" means the Petroleum and Natural Gas Rights, the Facilities, the Wells, all the Tangibles and the Miscellaneous Interests, and all property, assets, interests and rights related to the foregoing, including but not limited to contracts, agreements, records, licences, data, surface rights, tangible depreciable property and assets which are used or are intended to be used in producing, processing, gathering, treating, measuring, selling, disposing, making marketable or injecting.
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(g) |
"Business Day" means a day other than (i) a Saturday, (ii) a Sunday, or (iii) a statutory holiday in Calgary, Alberta;
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(h) |
"Closing" means the closing of the purchase and sale herein provided for;
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(i) |
"Closing Place" means the offices of Vendor, or such other place as may be agreed upon in writing by Vendor and Purchaser;
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(j) |
"Closing Time" means the hour of 10:00 a.m. on the later of:
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(i) |
June 8, 2017; and
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(ii) |
the third Business Day following the day on which any and all Rights of First Refusal shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired;
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(k) |
"Environmental Liabilities" means any and all past, present or future environmental damage, contamination, or other environmental problems pertaining to the Lands or caused by the Assets or the Lands or operations thereon or related thereto, however and by whomsoever caused, and whether caused by a breach of the applicable Regulations or otherwise, which occur or arise in whole or in part prior to, at or subsequent to the Closing Time, and regardless of whether or not a reclamation certificate has been issued. Without limiting the generality of the foregoing, such environmental damage or contamination or other environmental problems shall include those arising from or related to (i) surface, underground, air, ground water, surface water or marine environment contamination; (ii) Abandonment and Reclamation Obligations; (iii) the restoration, cleanup or reclamation of or failure to restore, cleanup or reclaim any part of the Assets or the Lands or the lands adjacent thereto; (iv) the removal of or failure to remove foundations, structures or equipment; (v) the release, spill, escape or emissions of toxic, hazardous or oilfield waste substances; (vi) compliance with past, present and future Regulations relating to the environment or the protection thereof and Regulations related to employee and public health and safety matters; and (vii) damages and losses suffered by Third Parties as a result of any of the occurrences in subclauses (i) through (vi) of this subsection;
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(l) |
"Facilities" means the facility or facilities, if any, set out in Schedule "C";
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(m) |
"General Conveyance" means the General Conveyance Agreement set out in Schedule "F";
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(n) |
"Governmental Authority" means any federal, provincial or local government or government regulatory body and their respective boards, subdivisions, agencies, instrumentalities, authorities or tribunals;
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(o) |
"GST" means the goods and services tax administered pursuant to the Excise Tax Act (Canada), as amended and the regulations thereunder or under any successor or parallel federal or provincial legislation that imposes a tax on the recipient of goods and services;
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(p) |
"Lands" means the lands set forth and described in Schedule "A";
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(q) |
"Leased Substances" means all Petroleum Substances, rights to or in respect of which are granted, reserved or otherwise conferred by or under the Title Documents (but only to the extent that the Title Documents pertain to the Lands);
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(r) |
"Losses" means all actions, causes of action, losses, costs, claims, damages, penalties, fines, assessments, charges, expenses or other liabilities whatsoever, whether contractual or tortious, which are suffered, sustained, or incurred by a Party and includes, without limitation, reasonable legal fees on a solicitor and client basis and other professional fees and disbursements on a full indemnity basis, but notwithstanding the foregoing shall not include any liability for indirect or consequential damages including, without limitation, business loss, loss of profit, economic loss, punitive damages, or income tax liabilities;
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(s) |
"Miscellaneous Interests" means, subject to any and all limitations and exclusions provided for in this definition, all property, assets, interests and rights pertaining to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, but only to the extent that such property, assets, interests and rights pertain to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without limitation any and all of the following:
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(i) |
contracts and agreements relating to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without limitation gas purchase contracts, processing agreements, transportation agreements and agreements for the construction, ownership and operation of facilities;
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(ii) |
fee simple rights to, and rights to enter upon, use or occupy, the surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them, excluding any such rights that pertain only to a well or wells other than the Wells;
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(iii) |
all subsisting rights to carry out operations relating to the Lands and Tangibles, and without limitation, all easements and well, pipeline and all other permits, licences, approvals and authorizations granted or issued under the Regulations;
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(iv) |
all records, books, documents, licences, reports, and data which relate to the Petroleum and Natural Gas Rights and the Tangibles, or either of them excluding any of the foregoing to the extent they pertain to geological matters; and excluding all seismic;
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(v) |
the Wells, including the wellbores and any and all casing;
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(vi) |
all non-interpretative technical data.
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(t) |
"Party" means a party to this Agreement;
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(u) |
"Permitted Encumbrances" means:
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(i) |
liens for taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of Vendor;
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(ii) |
liens incurred or created in the ordinary course of business as security in favour of the person who is conducting the development or operation of the property to which such liens relate for Vendor's proportionate share of the costs and expenses of such development or operation which are not due or delinquent;
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(iii) |
mechanics', builders' and materialmen's liens in respect of services rendered or goods supplied for which payment is not due;
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(iv) |
easements, rights of way, servitudes and other similar rights in land (including without limitation rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair the use of the Assets affected thereby;
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(v) |
the right reserved to or vested in any municipality or government or other public authority by the terms of any lease, licence, franchise, grant or permit or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;
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(vi) |
rights of general application reserved to or vested in any governmental authority to levy taxes on the Leased Substances or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates on the operations of any property;
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(vii) |
statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Lands;
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(viii) |
any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, in respect of which Vendor delivers a discharge in registrable form, a no interest letter with an undertaking to discharge the security interest or like document to Purchaser at or prior to Closing;
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(ix) |
the Sales, Processing and Transportation Contracts and agreement or agreements (if any) for the sale of Leased Substances that are terminable on not greater than 31 days' notice (without an early termination penalty or other cost);
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(x) |
all royalty burdens, liens, adverse claims, penalties, reductions in interests and other encumbrances set out in Schedule "A"; and
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(xi) |
the terms, conditions and obligations arising under the Title Documents.
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(v) |
"Person" means any individual, personal representative, corporation, partnership or other legal entity capable of entering into legal obligations;
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(w) |
"Petroleum and Natural Gas Rights" means all rights to and in respect of the Leased Substances and the Title Documents (but only to the extent that the Title Documents pertain to the Lands), including without limitation the interests set out in Schedule "A";
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(x) |
"Petroleum Substances" means any of crude oil, crude bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, and any and all other substances related to any of the foregoing, whether liquid, solid or gaseous, and whether hydrocarbons or not, including
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without limitation sulphur and coal bed methane and every other mineral or substance, the right to explore for which, or an interest in which, is granted by the Title Documents, to the extent the Title Documents pertain to the Lands;
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(y) |
"Privacy Law" means the Personal Information Protection and Electronic Documents Act (Canada), Personal Information Protection Act (Alberta), Freedom of Information and Protection of Privacy Act (Alberta), the Health Information Act (Alberta), equivalent legislation in other Provinces and Territories, all regulations thereunder, and all governmental orders issued pursuant thereto;
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(z) |
"Purchase Price" means the sum of money first set out in section 2.7;
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(aa) |
"Purchaser Default" means a breach of a representation or warranty made by Purchaser in section 4.4 or a breach by Purchaser of a covenant or agreement contained in this Agreement;
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(bb) |
"Regulations" means all statutes, laws, rules, orders, judgements, writs, injunctions, decrees, regulations and directions of governmental and other competent authorities in effect from time to time and made by governments, governmental boards or agencies, tribunals, courts, commissions, administrative agencies, arbitrators, or judicial authorities having jurisdiction over the Assets, the Parties or the transaction contemplated herein;
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(cc) |
"Right of First Refusal" means a preferential, pre-emptive or first purchase right held by a Third Party that becomes operative by virtue of this Agreement or the transaction to be effected by it;
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(dd) |
"Sales, Processing and Transportation Contracts" means the agreement or agreements, if any, set out in Schedule "D";
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(ee) |
"Specific Conveyances" means all conveyances, assignments, transfers, novations and other documents or instruments that are reasonably required or desirable to convey, assign and transfer the interest of Vendor in and to the Assets to Purchaser and to novate Purchaser in the place and stead of Vendor with respect to the Assets;
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(ff) |
"Take or Pay Obligations" means (i) obligations to sell or deliver Petroleum Substances or any of them, rights to which are granted, reserved or otherwise conferred pursuant to the Title Documents, without being entitled in due course to receive and retain full payment for such Petroleum Substances; and (ii) obligations to use transportation, pipeline or processing capacity with minimum volume commitments where any shortfalls in delivery or use are satisfied through payment obligations;
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(gg) |
"Tangibles" means, subject to any and all limitations and exclusions provided for in this definition, the Facilities and any and all tangible depreciable property and assets other than the Facilities which are located within, upon or in the vicinity of the Lands and which are used or are intended to be used to produce, process, gather, treat, measure, make marketable or inject the Leased Substances or any of them or in connection with water injection, water disposal or removal operations including tangibles associated with the Wells, that pertain to the Petroleum and Natural Gas Rights, but excluding: (i) all motorized vehicles; and (ii) all tangible property located within, upon or in Vendor's corporate yards, regardless whether such yard(s) are located on the Lands, or Vendor's supplier's yard(s), except to the extent that such tangibles are directly related to the Petroleum and Natural Gas Rights;
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(hh) |
"Third Party" means any individual or entity other than Vendor and Purchaser, including without limitation any partnership, corporation, trust, unincorporated organization, union, government and any department and agency thereof and any heir, executor, administrator or other legal representative of an individual;
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(ii) |
"Title Defect" means an actual or potential defect, deficiency or adverse claim in or affecting Vendor's title or its interest in and to any of the Assets, which is made apparent from Purchaser's inability,
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following a reasonable title review process, to confirm Vendor's title to the Assets or to confirm the extent to which Vendor's interest in the Assets may be subject to encumbrances, as Vendor's title and interest are disclosed herein or described in Schedule "A"; and which is or would be sufficiently material and adverse to the enforcement or defence of title and interest, or the conformation of encumbrances, that it would not be acceptable to a knowledgeable and prudent purchaser buying similar oil and gas properties, acting reasonably, and includes Vendor not being the beneficial owner of the interests attributed to it in Schedule "A" or holding a lesser beneficial interest than the interest attributed to it. Vendor's interest as described in Schedule "A" being subject to a royalty, net carried interest or other encumbrance not being disclosed in Schedule "A" or Vendor's interest as described in Schedule "A" being subject to a production penalty or conversion that either has not been disclosed or has been misdescribed therein;
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(jj) |
"this Agreement", "herein", "hereto", "hereof" and similar expressions mean and refer to this Agreement of Purchase and Sale;
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(kk) |
"Title Documents" means, collectively, any and all certificates of title, leases, reservations, permits, licences, assignments, trust declarations, unit agreements, operating agreements, royalty agreements, gross overriding royalty agreements, participation agreements, farm-in agreements, sale and purchase agreements, pooling agreements and any other documents and agreements granting, reserving or otherwise conferring rights to (i) explore for, drill for, produce, take, use or market Petroleum Substances, (ii) share in the production of Petroleum Substances, (iii) share in the proceeds from, or measured or calculated by reference to the value or quantity of, Petroleum Substances which are produced, and (iv) rights to acquire any of the rights described in items (i) to (iii) of this definition; but only if the foregoing pertain in whole or in part to Petroleum Substances within, upon or under the Lands including without limitation those, if any, set out in Schedule "A";
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(ll) |
"Vendor Default" means a breach of a representation or warranty made by Vendor in section 4.1 or a breach by Vendor of a covenant or agreement contained in this Agreement;
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(mm) |
"Wells" means the Vendor's entire interest in the Wells set out in Schedule "E," and only those Wells;
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(nn) |
"Withheld Amount" has the meaning ascribed thereto in section 2.9 hereof.
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1.2 |
Headings
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1.3 |
Interpretation Not Affected by Headings
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1.4 |
Included Words
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1.5 |
Schedules
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Schedule "A"
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-
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Lands, Petroleum and Natural Gas Rights, Title Documents, Permitted Encumbrances
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Schedule "B"
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-
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AFE's
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Schedule "C"
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-
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Facilities, Pipelines & Tangible Equipment
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Schedule "D"
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- |
Sales, Processing and Transportation Contracts
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Schedule "E"
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-
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Wells
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Schedule "F"
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-
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General Conveyance
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Schedule "G"
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-
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Rights of First Refusal
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Schedule "H"
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-
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Lawsuits and Claims
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1.6 |
Knowledge
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2.1 |
Purchase and Sale
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2.2 |
Closing
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2.3 |
Specific Conveyances
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(a) |
Vendor shall prepare the Specific Conveyances the cost of which shall be for the sole account of Vendor. All Specific Conveyances that are prepared will be circulated to Purchaser not later than 2 business days prior to the Closing Time and shall be executed and delivered by the Parties at Closing.
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(b) |
Subject to section 3, forthwith after Closing, Purchaser shall circulate and register, as the case may be, all Specific Conveyances that by their nature may be circulated or registered, provided that Purchaser shall be responsible for all registration fees pertaining to same.
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2.4 |
LLR Ratings and Deposits
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(a) |
The licensee liability ratings of each Party, as determined by the Alberta Energy Regulator, equals or exceeds 1.0 and will not fall below 1.0 as a result of any license transfer application(s) submitted or to be submitted in respect of the Assets and the transaction effected hereby.
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(b) |
If, for any reason, a Governmental Authority requires a Party to make a deposit or furnish any other form of security in order to approve the transfer of any licences or permits, such Party shall immediately either: (i) make such deposit; or (ii) furnish such other form of security as the Governmental Authority requires and provide proof of such to the other Party.
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2.5 |
Title Documents and Miscellaneous Interests
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2.6 |
Form of Payment
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2.7 |
Purchase Price
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(a) |
One Million, Five Hundred Thousand ($1,500,000.00) (the Purchase Price);
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(b) |
Plus or minus adjustments, if any, resulting from the operation of Article 7 and Article 9.
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2.8 |
GST
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2.9 |
Other Taxes
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2.10 |
Withheld Amount
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(a) |
Withholding Tax
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(i) |
Each Party hereby authorizes the other Party to take any actions necessary to ensure full compliance with section 116 and all other provisions of the Income Tax Act (Canada) to the extent such compliance is made necessary by the transaction contemplated herein, and shall provide to the other Party all reasonable assistance in respect thereof. Specifically, Purchaser shall authorize and provide all necessary assistance to Vendor to enable Vendor to obtain, any and all correct and accurate certificates of compliance which may be required pursuant to subsection 116(4) of the Income Tax Act (Canada).
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(ii) |
Vendor and Purchaser acknowledge that pursuant to section 116 of the Income Tax Act (Canada) Purchaser is required to, and is authorized by Vendor to, withhold at Closing one half (1/2) of the adjusted Purchase Price (the "Withheld Amount"). As soon as reasonably possible after Closing, Purchaser shall remit the Withheld Amount to the Canada Revenue Agency in accordance with section 116 of the Income Tax Act. Purchaser shall direct the payment to the Vendor's assigned tax account number 100401702 RC0001 and shall provide Vendor with a copy of the payment made to the Canada Revenue Agency.
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(iii) |
Vendor acknowledges that it may be required to provide notice to the Canada Revenue Agency in respect of the sale of the Assets within ten (10) days of the date of such sale to avoid the imposition of a monetary penalty and, in addition, may be required to file a Canadian income tax return for the taxation year that includes the date of the sale of the Assets. Vendor shall fully comply on a timely basis with any such Canada Revenue Agency obligations, and shall be liable for and shall save, indemnify and hold Purchaser harmless from any loss, harm, prejudice or injury of any kind to Purchaser resulting from its failure to fully comply on a timely basis with such obligations.
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(iv) |
The obligations of the Parties pursuant to this subsection 2.9 shall survive Closing.
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2.11 |
Allocation of Purchase Price
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Petroleum and Natural Gas Rights
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$
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1,200,000.00
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Tangibles
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$
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299,990.00
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Miscellaneous Interests
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$
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10.00
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$
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1,500,000.00
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3.1 |
Purchaser's Conditions
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(a) |
the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time;
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(b) |
all obligations of Vendor contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects;
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(c) |
Vendor shall have delivered to Purchaser at or prior to the Closing Time discharges of or no-interest letters for any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof;
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(d) |
prior to the Closing Time, any and all Rights of First Refusal or other restrictions on the transfer, sale or assignment of the Assets shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired and/or Vendor has complied with the requirements of ARTICLE 9 herein;
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(e) |
the Assets shall have suffered no material adverse damage or changes from the Adjustment Date to the Closing Time;
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3.2 |
Vendor's Conditions
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(a) |
the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time;
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(b) |
all obligations of Purchaser contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects;
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(c) |
all amounts to be paid by Purchaser to Vendor at or prior to the Closing Time shall have been paid to Vendor in the form stipulated in this Agreement;
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(d) |
prior to the Closing Time, any and all Rights of First Refusal or other restrictions on the transfer, sale or assignment of the Assets shall have been exercised or waived by the holders thereof or all time periods within which such rights may be exercised shall have expired;
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3.3 |
Efforts to Fulfil Conditions Precedent
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4.1 |
Representations and Warranties of Vendor
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(a) |
Standing: Vendor is a corporation duly organized and validly existing under the laws of the jurisdiction of incorporation of Vendor and is authorized to carry on business in the jurisdiction(s) in which the Lands are located;
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(b) |
Requisite Authority: Vendor has good right, full power and absolute authority to sell, assign, transfer, convey and set over the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;
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(c) |
Execution: the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Vendor is bound;
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(d) |
No Conflicts: the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Vendor is party or by which Vendor is bound, nor under any Regulation applicable to Vendor;
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(e) |
Enforceability: this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Vendor enforceable against Vendor in accordance with their terms, subject to the qualification that such enforceability may be subject to:
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(i) |
bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors' rights generally; and
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(ii) |
general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law);
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(f) |
Regulatory Approval: except as otherwise provided in this Agreement, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by Vendor of this Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force;
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(g) |
Finders' Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Purchaser shall have any obligation or liability;
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(h) |
Canadian Resident: Vendor is a non-resident within the meaning of section 116 of the Income Tax Act (Canada);
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(i) |
Fees and Charges: except as may be identified in the schedules hereto, the interest of Vendor in and to all property, assets, interests and rights comprising the Tangibles is sufficient such that Vendor is not subject to any penalty, fee, levy, charge or other compensation payable to any Third Party for the use of or access to the Tangibles;
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(j) |
Alienation: except for Permitted Encumbrances as may be identified in the schedules hereto, Vendor has not alienated or encumbered the Assets or any part or portion thereof, Vendor has not committed and is not aware of there having been committed any act or omission whereby the interest of Vendor in and to the Assets or any part or portion thereof may be cancelled or determined, and the Assets are now free and clear of all liens, mortgages, pledges, options, royalties, conversion rights and other claims of Third Parties, created by, through or under Vendor or of which Vendor has knowledge;
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(k) |
Right of First Refusal: except as may be identified to Purchaser by Vendor pursuant to ARTICLE 9, none of the interest of Vendor in and to the Assets is subject to any Rights of First Refusal;
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(l) |
Adverse Claims: Vendor has not received notice from any Third Party claiming an interest in and to the Assets adverse to the interest of Vendor and Vendor has no reason to believe that any such claim may be made;
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(m) |
Compliance: to Vendor's knowledge, information and belief, it has not failed to comply with, perform, observe or satisfy any term, condition, obligation or liability which has heretofore arisen under the provisions of any of the Title Documents or any other agreements and documents to which the Assets are subject where such failure would reasonably be expected to have a material adverse effect upon the aggregate value of the Assets;
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(n) |
Default: Vendor has not received notice of default and is not, to the knowledge, information and belief of Vendor, in any default under any obligation, agreement, document, order, writ, injunction or decree of any court or of any commission or administrative agency, which might result in impairment or loss of the interest of Vendor in and to the Assets or which might otherwise adversely affect the Assets;
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(o) |
No Lawsuits or Claims: except as may be identified in Schedule "H" no suit, action, lawsuit, administrative proceeding or other proceeding is currently before any court or governmental agency against Vendor or, to the knowledge, information and belief of Vendor, has been threatened against Vendor or any Third Party, which might result in material impairment or material loss of the interest of Vendor in and to the Assets or which might otherwise adversely affect the Assets materially or any rights to, and rights to enter upon, use or occupy the surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them;
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(p) |
Payment of Taxes and Third Party Payables: to Vendor's knowledge, information and belief, all amounts due and payable to Third Parties prior to the date hereof and pertaining to the Assets have been fully paid, including without limitation (i) any and all ad valorem and property taxes, (ii) any and all production, severance and similar taxes, charges and assessments based upon or measured by the ownership or production of the Leased Substances or any of them or the receipt of proceeds therefor, and (iii) all amounts due and payable in connection with Permitted Encumbrances;
|
(q) |
AFE's: other than those disclosed on Schedule "B" hereto, Vendor has no knowledge of any AFE's issued or approved by Vendor with respect to the Assets under which amounts may become payable after the Adjustment Date under which Vendor's share will be greater than $50,000.00;
|
(r) |
Operator: in respect of the Assets that are operated by Vendor, if any, Vendor holds all valid licenses, permits and similar rights and privileges that are required and necessary under the Regulations to operate the Assets as presently operated;
|
(s) |
Environmental: Vendor is not aware of and has not received:
|
(i) |
any orders or directives which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; or
|
(ii) |
any demand or notice issued with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof;
|
(t) |
Sales, Processing and Transportation Contracts: except for the Sales, Processing and Transportation Contracts, Vendor is not a party to and Vendor's interest in and to the Assets is not otherwise bound or affected by any (i) production sales contracts pertaining to the Leased Substances or any of them that cannot be terminated on notice of 31 days or less (without an early termination penalty or other cost), (ii) gas balancing or similar agreements pertaining to the Leased Substances or any of them, (iii) agreements for the transportation, processing or disposal of the Leased Substances or any of them or substances produced in connection with the Leased Substances or any of them, (iv) agreements for the contract operation by a Third Party of the Assets or any of them, and (v) agreements to provide transportation, processing or disposal capacity or service to any Third Party;
|
(u) |
No Limit on Production: excepting production limits of general application in the oil and gas industry, none of the Wells is subject to production or other penalties imposed by the Title Documents or by any other agreements and documents to which the Assets are subject, or by any Regulations;
|
(v) |
AMI and AOE: The Assets are not subject to an agreement which provides for active areas of mutual interest or areas of exclusion; and
|
(w) |
Take or Pay Obligations: there are no Take or Pay Obligations.
|
4.2 |
Limitation on Vendor's Representation and Warranties
|
(a) |
any data or information, including any engineering, geological or other interpretations or evaluations supplied by Vendor in connection with the Assets;
|
(b) |
the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith; or
|
(c) |
the value of the Assets or the future cash flow therefrom.
|
4.3 |
Acknowledgements
|
(a) |
Without detracting from Purchaser's reliance on Vendor's representation and warranties in section 4.1, Purchaser acknowledges that as of the Closing Time:
|
(i) |
it will have made its own independent investigation, analysis, evaluation and inspection of Vendor's interest in the Lands and the Assets, including a review of Vendor's title thereto and the state and condition thereof and will have relied on its own investigation, analysis, evaluation and inspection as to its assessment of the condition, quantum and value of the Assets and Vendor's title thereto;
|
(ii) |
in determining the Purchase Price, Purchaser will have taken into account Purchaser's assumption of the Abandonment and Reclamation Obligations and Environmental Liabilities and Vendor's release of responsibility therefore; and
|
(iii) |
it will have been provided with the right and opportunity to conduct its own due diligence and site inspections of and in respect to Abandonment and Reclamation Obligations and Environmental Liabilities, if any, and will have relied on its own investigation, analysis, evaluation and inspection as to its assessment of the environmental condition of the Lands and Assets.
|
4.4 |
Representations and Warranties of Purchaser
|
(a) |
Standing: Purchaser is a corporation duly organized and validly existing under the laws of the jurisdiction of incorporation of Purchaser and is authorized to carry on business in the jurisdiction(s) in which the Lands are located;
|
(b) |
Requisite Authority: Purchaser has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;
|
(c) |
Execution: the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Purchaser is bound;
|
(d) |
No Conflicts: the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Purchaser is party or by which Purchaser is bound, nor under any Regulation applicable to Purchaser;
|
(e) |
Enforceability: this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms subject to the qualification that such enforceability may be subject to:
|
(i) |
bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors' rights generally; and
|
(ii) |
general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law);
|
(f) |
Regulatory Approval: except as otherwise provided in this Agreement, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body exercising jurisdiction over the Assets is required for the due execution, delivery and performance by Purchaser of this Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force;
|
(g) |
Finders' Fee: Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this Agreement or the transaction to be effected by it for which Vendor shall have any obligation or liability;
|
(h) |
Availability of Funds: Purchaser has sufficient cash, available lines of credit, or other sources of immediately available funds to enable Purchaser to make payment of the Purchase Price at Closing and all other amounts to be paid by Purchaser hereunder;
|
4.5 |
Survival
|
5.1 |
Vendor's Indemnities for Representations and Warranties
|
5.2 |
Purchaser's Indemnities for Representations and Warranties
|
6.1 |
General Indemnity
|
6.2 |
Abandonment and Reclamation
|
6.3 |
Environmental Liabilities
|
6.4 |
Limitation
|
7.1 |
Operating Adjustments
|
(a) |
all rentals and similar payments and all property taxes, freehold mineral taxes and other similar taxes (excluding taxes based on income, net revenue or capital) paid, payable or levied on or in respect of the Assets, the ownership thereof or Petroleum Substances produced therefrom or allocated thereto shall be adjusted and apportioned between the Vendor and Purchaser on a per diem basis as of the Adjustment Date;
|
(b) |
no adjustments shall be made on account of any royalty tax credits or other similar incentives that accrue to the benefit of either Party;
|
(c) |
all costs relating to any work performed or goods and services provided in respect of the Assets will be deemed to have accrued as of the date the work was performed or the goods and services were provided, regardless of the time at which those costs become payable or are paid;
|
(d) |
all overhead recoveries, operator's fees and similar amounts received or receivable by Vendor as operator of any Assets shall be adjusted and apportioned between the Vendor and Purchaser on a per diem basis as of the Adjustment Date; and
|
(e) |
any revenues related to the Assets that are received by Vendor from and after the Adjustment Date shall be held by Vendor as bare legal trustee for the benefit of Purchaser until such amounts are adjusted, as provided for herein or are paid to Purchaser.
|
7.2 |
Audits
|
(a) |
for which audit queries or thirteenth month adjustments are outstanding at Closing; or
|
(b) |
that occur after the Closing Time but not later than two years after the Closing Time (in the case of joint venture audits and thirteenth month adjustments) or four years from the end of the calendar year in which Closing occurs (in the case of Crown royalty audits),
|
7.3 |
Adjustment Disputes
|
8.1 |
Maintenance of Assets
|
(a) |
maintain the Assets in a proper and prudent manner in accordance with good oil and gas industry practices and in material compliance with all applicable Regulations;
|
(b) |
pay or cause to be paid all costs and expenses relating to the Assets which become due from the date hereof to the Closing Time;
|
(c) |
perform and comply with all covenants and conditions contained in the Title Documents and any other agreements and documents to which the Assets are subject; and
|
(d) |
maintain adequate insurance on all insurable portions of the Assets up to the date on which Closing occurs and immediately thereafter Vendor shall terminate all insurance carried by it in respect of the Assets.
|
8.2 |
Consent of Purchaser
|
(a) |
make any commitment or propose, initiate or authorize any capital expenditure with respect to the Assets of which Vendor's share is in excess of $50,000.00, except in case of an emergency or in respect of amounts which Vendor may be committed to expend or be deemed to authorize for expenditure without its consent;
|
(b) |
surrender or abandon any of the Assets;
|
(c) |
amend or terminate any Title Document or any other agreement or document to which the Assets are subject, or enter into any new agreement or commitment relating to the Assets other than any new agreements or commitments entered into in the ordinary course of business; or
|
(d) |
sell, encumber or otherwise dispose of any of the Assets or any part or portion thereof excepting sales of the Leased Substances or any of them in the ordinary course of business.
|
8.3 |
Post-Closing Administration
|
9.1 |
Rights of First Refusal
|
10.1 |
Title Defects
|
(a) |
Delay the Closing Time to such later date as agreed by the Parties, to provide Vendor with additional time to cure the remaining Title Defects, at which point this subsection will again apply to any uncured Title Defects;
|
(b) |
Waive the uncured Title Defects and proceed with Closing; or
|
(c) |
If the uncured Title Defects represent more than ten percent (10%) of the Purchase Price, terminate this Agreement.
|
10.2 |
Results of Termination
|
11.1 |
Production of Documents
|
12.1 |
Further Assurances
|
12.2 |
No Merger
|
12.3 |
Entire Agreement
|
12.4 |
Subrogation
|
12.5 |
Governing Law
|
12.6 |
Enurement
|
12.7 |
Time of Essence
|
12.8 |
Notices
|
Vendor -
|
BARNWELL OF CANADA, LIMITED
|
Suite 2410, 500 - 4 Avenue SW
|
|
Calgary, AB
|
|
T2P 2V6
|
|
Attention: Land Department
|
|
Fax: 403-266-4124
|
|
Purchaser -
|
ANEGADA OIL CORP.
|
Suite 520, 510-5th Street SW
|
|
Calgary, Alberta
|
|
T2P 3S2
|
|
Attention: Land Department
|
|
Fax: 403-930-0207
|
(a) |
by personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served;
|
(b) |
by facsimile transmission to a Party to the fax number of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when transmitted; or
|
(c) |
except in the event of an actual or threatened postal strike or other labour disruption that may affect mail service, by mailing first class registered post, postage prepaid, to a Party at the address of such Party set out above, in which case the item so mailed shall be deemed to have been received by that Party on the third Business Day following the date of mailing (the date of mailing being the Business Day immediately prior to the postmarked date of the envelope containing the notice, communication or statement or if the subject envelope has been lost or destroyed, the date of such notice, communication or statement or if undated the date of the transmittal letter accompanying the same).
|
12.9 |
Limit of Liability
|
12.10 |
Invalidity of Provisions
|
12.11 |
Waiver
|
12.12 |
Amendment
|
12.13 |
Agreement not Severable
|
12.14 |
Confidentiality and Public Announcements
|
12.15 |
Privacy Laws
|
12.16 |
Counterpart Execution
|
ANEGADA OIL CORP.
|
BARNWELL OF CANADA, LIMITED
|
|||
Per:
|
/s/ Adam Skulsky
|
Per:
|
/s/ Lloyd Arnason
|
|
Adam Skulsky
Vice President Land
|
Lloyd Arnason
President & Chief Operating Officer
|
|||
Lands
(Files)
|
PNG Rights
|
Title
Documents |
Vendor's Interest
|
Permitted
Encumbrances |
Twp. 076 Rge. 09
W6M: E1
(excluding 5-01-076-09W6M well)
(M00143)
|
PNG base Bluesky Bullhead to base Montney
|
Ptn. Alberta Crown PNG Lease
0504040877
|
BPO 25.0% and 50% of a GORR 1/23.85 (5%-15%) on oil and 15% on gas on 50% production
APO 37.5%
|
-Alberta Crown Lessor Royalty
|
Twp. 076 Rge. 09
W6M: W1
(excluding 5-01-076-09W6M well)
(M00143)
|
PNG base Halfway to base Montney
|
Ptn. Alberta Crown PNG Lease
0504040877
|
BPO 25.0% and 50% of a GORR 1/23.85 (5%-15%) on oil and 15% on gas on 50% of production
APO 37.5%
|
-Alberta Crown Lessor Royalty
|
Twp. 076 Rge. 09
W6M: W1
(excluding 5-01-076-09W6M well)
(M01260)
|
PNG in Braeburn
|
Alberta Crown PNG Lease
43021
|
37.5%
|
-Alberta Crown Lessor Royalty
-GORR 1/23.8365 (5%-15%) on oil and 15% on gas on 75% production paid to Trilogy by BOC 37.5%
-GORR 1/23.8365 (5%-15%) on oil and 15% on gas on 25% of production paid to Resroy by BOC 37.5%
|
Twp. 076 Rge. 09
W6M: 20
(M01602)
|
PNG base Bluesky Bullhead to base Halfway
|
Alberta Crown PNG Lease
0516080056
|
100.0%
|
-Alberta Crown Lessor Royalty
-GORR 1.0% on 100% of production payable to 869120AB by BOC 100%
|
Twp. 076 Rge. 09
W6M: 21
(M01235)
|
PNG base Bluesky Bullhead to base Halfway
|
Ptn. Alberta Crown PNG License
5497010076
|
85.0%
|
-Alberta Crown Lessor Royalty
-GORR 1/23.8365% (5%-15%) on oil and 15% on gas on 50% of production paid to Chair 25% and Freehold PTP 75% by BOC 100%
- GORR 0.75% paid on 29.75% of production to Avalanche 100% by BOC 100%
|
|
|
|
-GORR 0.75% paid on 29.75% of production to Zocalo 100% by BOC 100%
- GORR 1.0% paid on 85% of production to 869120AB 100% by BOC 100%
|
Twp. 076 Rge. 09
W6M: 28
(M01235)
|
PNG base Doe Creek to base Halfway
|
Ptn. Alberta Crown PNG License
5497010076
|
70.0%
|
-Alberta Crown Lessor Royalty
- GORR 0.75% paid on 24.5% of production to Avalanche 100% by BOC 100%
-GORR 0.75% paid on 24.5% of production to Zocalo 100% by BOC 100%
- GORR 1.0% paid on 70% of production to 869120AB 100% by BOC 100%
|
Twp. 076 Rge. 09
W6M: 29
(excluding 02-29-076-09 W6M well)
(M00123)
|
PNG surface to base Halfway excluding NG in Doe Creek, Paddy-Cadotte
|
Alberta Crown PNG Lease
0503100257
|
100.0%
|
-Alberta Crown Lessor Royalty
- GORR 0.75% paid on 50.0% of production to Avalanche 100% by BOC 100%
-GORR 0.75% paid on 50.0% of production to Zocalo 100% by BOC 100%
-GORR 1.0% on 100% production payable to 869120AB by BOC 100%
|
Twp. 076 Rge. 09
W6M: S & NE 32
(M01603)
|
PNG base Peace River to base Halfway
|
Alberta Crown PNG Lease
0516100127
|
100.0%
|
-Alberta Crown Lessor Royalty
-GORR 1.0% on 100% production payable to 869120AB by BOC 100%
|
Twp. 077 Rge. 09
W6M: NW 4
(excluding production from 14-4-77-9 W6M well)
(M00121)
|
PNG surface to base Halfway
|
Alberta Crown PNG Lease
0501080268
|
BPO 25.0%
33.34% of a GORR 1/23.85 (5%-15%) on oil and 15% on gas on 75% of production
APO 37.5%
|
-Alberta Crown Lessor Royalty
|
Twp. 077 Rge. 09
W6M: S & NW 5
(M00122)
|
PNG base Doe Creek to base Halfway
|
Ptn. Alberta Crown PNG Lease
0503050596
|
75.0%
|
-Alberta Crown Lessor Royalty
-GORR 1.0% on 37.5% production
|
|
payable to 869120AB by BOC 100%
|
Twp. 077 Rge. 09
W6M: NE 5
(M00122)
|
PNG base Doe Creek to base Halfway (excluding Petroleum in Boundary Lake and Halfway)
|
Ptn. Alberta Crown PNG Lease 0503050596
|
75.0%
|
-Alberta Crown Lessor Royalty
-GORR 1.0% on 75.0% production payable to 869120AB by BOC 100%
|
Twp. 077 Rge. 09
W6M: NE 5
(M00122)
|
Petroleum in Boundary Lake
|
Ptn. Alberta Crown PNG Lease 0503050596
|
BPO 87.5%
APO 75.0%
|
-Alberta Crown Lessor Royalty
-GORR of 1/23.85 (5%-15%) on oil and 15% on gas on 25% of production payable to Kelt 100% by BOC 100%
-GORR 1.0% on 75.0% production payable to 869120AB by BOC 100%
|
Twp. 077 Rge. 09
W6M: NE 5
(M00122)
|
Petroleum in Halfway
|
Alberta Crown PNG Lease 0503050596
|
BPO 100.0%
APO 75.0%
|
-Alberta Crown Lessor Royalty
-GORR of 1/23.85 (5%-15%) on oil and 15% on gas on 50% of production payable to Kelt 50% and Sanlingenl 50% by BOC 100%
|
License
Number |
Sub.
Code |
Oper.
Name |
# Of
Segs. |
Seg.
ID #
|
Orig.
Lic. |
From
Location
|
From
Facility
|
To Location
|
To
Facility |
Length
(KM)
|
Stat.
|
A00044314
|
NG
|
BOC
|
7
|
1
|
44314
|
10-5-77-9 W6M
|
Well
|
8-5-77-9 W6M
|
Pipeline
|
0.88
|
Oper.
|
A00044314
|
NG
|
BOC
|
7
|
2
|
44314
|
8-5-77-9 W6M
|
Pipeline
|
12-4-77-9 W6M
|
Pipeline
|
0.31
|
Oper.
|
A00044314
|
NG
|
BOC
|
7
|
3
|
44314
|
12-4-77-9 W6M
|
Well
|
8-5-77-9 W6M
|
Pipeline
|
0.31
|
Oper.
|
A00044314
|
NG
|
BOC
|
7
|
4
|
8-5-77-9 W6M
|
Pipeline
|
16-32-77-9 W6M
|
Pipeline
|
1.12
|
Oper.
|
|
A00044314
|
NG
|
BOC
|
7
|
5
|
44314
|
7-5-77-9 W6M
|
Well
|
7-5-77-9 W6M
|
Pipeline
|
0.11
|
Oper.
|
A00044314
|
NG
|
BOC
|
7
|
6
|
44314
|
14-5-77-9 W6M
|
Well
|
10-5-77-9 W6M
|
Pipeline
|
0.31
|
Oper.
|
A00044314
|
NG
|
BOC
|
7
|
7
|
44314
|
6-5-77-9 W6M
|
Well
|
7-5-77-9 W6M
|
Pipeline
|
0.71
|
Oper.
|
A00044315
|
FG
|
BOC
|
5
|
1
|
44315
|
16-32-77-9 W6M
|
Pipeline
|
10-5-77-9 W6M
|
Well
|
2.21
|
Oper.
|
A00044315
|
FG
|
BOC
|
5
|
2
|
44315
|
7-5-77-9 W6M
|
Pipeline
|
7-5-77-9 W6M
|
Well
|
0.11
|
Oper.
|
A00044315
|
FG
|
BOC
|
5
|
3
|
44315
|
8-5-77-9 W6M
|
Pipeline
|
12-4-77-9 W6M
|
Well
|
0.31
|
Oper.
|
A00044315
|
FG
|
BOC
|
5
|
4
|
44315
|
10-5-77-9 W6M
|
Well
|
14-5-77-9 W6M
|
Pipeline
|
0.31
|
Oper.
|
A00044315
|
FG
|
BOC
|
5
|
5
|
44315
|
7-5-77-9 W6M
|
Pipeline
|
6-5-77-9 W6M
|
Well
|
0.71
|
Oper.
|
A00046897
|
NG
|
BOC
|
5
|
1
|
46897
|
2-29-76-9 W6M
|
Well
|
16-20-76-9 W6M
|
Pipeline
|
0.66
|
Oper.
|
A00046897
|
NG
|
BOC
|
5
|
4
|
46897
|
8-29-76-9 W6M
|
Well
|
2-29-76-9 W6M
|
Pipeline
|
0.94
|
Oper.
|
A00046898
|
FG
|
BOC
|
5
|
1
|
46898
|
13-21-76-9W6M
|
Pipeline
|
2-29-76-9W6M
|
Well
|
0.89
|
Oper
|
A00046898
|
FG
|
BOC
|
5
|
5
|
46898
|
2-29-76-9 W6M
|
Pipeline
|
8-29-76-9 W6M
|
Well
|
0.94
|
Oper.
|
A00048609
|
FG
|
BOC
|
1
|
1
|
48609
|
8-31-75-8 W6M
|
Pipeline
|
5-1-76-9 W6M
|
Well
|
3.93
|
Oper.
|
A00048610
|
SG
|
BOC
|
1
|
1
|
48610
|
5-1-76-9 W6M
|
Well
|
8-31-75-8 W6M
|
Pipeline
|
3.93
|
Oper.
|
1) |
A partial assignment of the Emulsion Handling Agreement between Enermark Inc. and Barnwell of Canada, Limited dated the 1st day of March 2008 for the Wells and associated production.
|
2) |
A partial assignment of the Contract Wells/Facilities Operating Agreement between Taqa North (Contractor) and Barnwell of Canada, Limited (Owner) effective August 1, 2012 for the Wells.
|
3) |
A partial assignment of the Valhalla Gas Handling Agreement between Taqa North and Barnwell of Canada, Limited effective the 1st day of July 2016 for the Wells and associated production.
|
4) |
A partial assignment of the Gas Sales Contract with Seven Generations for the Wells and associated production.
|
UWI/CONTENTS
|
WELL NAME
|
WI
Barnwell
|
WELL STATUS
|
PROD. ZONE
|
WELL LICENSE
|
*100/08-29-076-09 W6M/0
100/08-29-076-09 W6M/2
100/08-29-076-09 W6M/3
100/08-29-076-09 W6M/4
|
Barnwell et al
Valhalla
|
100%
|
Oil (04 event)
|
Braeburn
|
0375077
|
100/06-05-077-09 W6M/0
100/06-05-077-09 W6M/2
|
Barnwell et al
Valhalla
|
75%
|
Oil (02 event)
|
Boundary Lake
|
0395674
|
100/07-05-077-09 W6M/0
|
Barnwell et al
Valhalla
|
75%
|
Shut in
|
Halfway
|
0325181
|
100/10-05-077-09 W6M/0
100/10-05-077-09 W6M/2
100/10-05-077-09 W6M/3
|
Barnwell et al
Valhalla
|
87.5% BPO
75.0% APO
|
Oil (03 event)
|
Boundary Lake
|
0311140
|
102/14-05-077-09 W6M/0
102/14-05-077-09 W6M/2
|
Barnwell et al 102
Valhalla
|
75%
|
Oil (02 event)
|
Boundary Lake
|
0352079
|
AMONG:
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BARNWELL OF CANADA, LIMITED, a body corporate, incorporated under the laws of the State of Delaware in the U.S.A., having an office in the City of Calgary, in the Province Alberta
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(hereinafter referred to as "Vendor")
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– and –
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ANEGADA OIL CORP. a body corporate, incorporated under the laws of Alberta, having an office in the City of Calgary, in the Province Alberta
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(hereinafter referred to as "Purchaser")
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(A) |
Vendor and Purchaser entered into that Agreement of Purchase and Sale dated May 10, 2017 (the "Sale Agreement") with respect to the "Assets" (which term, when used in this Agreement, has the same meaning as in the Sale Agreement);
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(B) |
All of the conditions precedent to the obligations of the parties hereto to close the transactions contemplated by the Sale Agreement have either been fulfilled or waived in the manner provided for waiver in the Sale Agreement;
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1. |
Vendor hereby sells, assigns, transfers, conveys and sets over to Purchaser, and Purchaser hereby purchases from Vendor, all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets, to have and to hold the same, together with all benefit and advantage to be derived therefrom, absolutely, subject to the terms of the Sale Agreement.
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2. |
The covenants, representations, warranties and indemnities contained in the Sale Agreement are incorporated herein as fully and effectively as if they were set out herein and there shall not be any merger of any covenant, representation, warranty or indemnity contained in the Sale Agreement by virtue of the execution and delivery hereof, any rule of law, equity or statute to the contrary notwithstanding.
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3. |
If any term or provision hereof should conflict with any term or provision of the Sale Agreement, the term and provision of the latter shall prevail and this Agreement shall at all times be read subject to all terms and conditions of the Sale Agreement.
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4. |
The assignment and conveyance effected by this Agreement is made with full right of substitution of Purchaser in and to all covenants, representations, warranties and indemnities by others heretofore given or made in respect of the Assets or any part thereof.
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5. |
This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and applicable laws of Canada and shall, in all respects, be treated as a contract made in the Province of Alberta. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of or in connection with this Agreement.
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6. |
This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and their respective administrators, trustees, receivers, successors and assigns.
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7. |
This Agreement may be executed in counterpart, no one copy of which need be executed by Vendor and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by Vendor and Purchaser.
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BARNWELL OF CANADA, LIMITED
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Per:
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____________________________
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Lloyd Arnason
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President & Chief Operating Officer
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ANEGADA OIL CORP.
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Per:
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_____________________________
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Adam Skulsky
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Vice President Land
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