99.3 | Settlement Agreement dated January 24, 2007 |
SETTLEMENT AGREEMENT
BETWEEN:
MOGUL ENERGY INTERNATIONAL, INC.
(“MEII”)
and:
DR. GHAREEB AWAD
(“Awad”)
and:
TRANSPACIFIC PETROLEUM CORP.
(“TransPacific”)
WHEREAS; Awad and TransPacific entered into agreements with MEII, and other parties, with regards to farming-out of the East Wadi Araba Concession-Gulf of Suez, Egypt (“EWA”), such agreements were dated, August 6 & 7, 2005, December 9, 2005, March 30, 2006 and April 13, 2006 (the “Agreements”).
WHEREAS; TransPacific entered into agreements with Mogul Energy Ltd. and MEII with regards to certain petroleum leases in Saskatchewan Fairlight area “Fairlight” including an agreement dated, December 09, 2005 and entitled “assignment agreement”.
WHEREAS; Awad and TransPacific filed a Writ of Summons and Statement of Claim in the British Columbia Supreme Court, Vancouver Registry, Action No. S 066789 dated October 20, 2006 alleging breach of the Agreements by MEII (the “Action”), that was ordered stayed for arbitration, with the appeal period for such stay to expire on January 31, 2007 by consent of the two parties;
WHEREAS; Awad and TransPacific had agreed to drop their Action against MEII and to sign an Extension Agreement with regards to EWA, a copy of which is attached hereto as Schedule “A” (the “Extension Agreement”);
WHEREAS; TransPacific has agreed to assign all its 25% rights in certain free-hold leases in the Fairlight project to MEII as per attached Schedule “B” and agreed to assign its 100% rights in other acquired leases in the Fairlight project to MEII as per attached Schedule “C”.
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WHEREAS; The parties are willing to resolve all their differences and to continue good business relationship. The parties hereby agree that; in consideration of the below deeds, the following will be binding to all parties:
1. Share Transfer:
Upon executing the Extension Agreement by all parties to the EWA, and assignment of Fairlight lands, MEII shall, within 10 business days of such execution, issue to Awad 1,000,000 (One Million) and to TransPacific 2,000,000 (Two Million) common shares of MEII (the “Shares”).
2. Securities Law Representations.
Each of Awad and Transpacific (collectively, the “Subscribers”) jointly and severally represent, warrant and covenant to MEII that:
2.1 Share Acquisition Intent. The Subscribers are acquiring the Shares as principals for their own account only and not with a view to or for distributing or reselling the Shares or any part thereof or interest therein. Except as otherwise disclosed in writing to the MEII, Awad or Transpacific are acting jointly or in concert with any other person or company for the purposes of acquiring any of the Shares.
2.2 Risk Acknowledgement. The Subscribers acknowledge that the Shares are highly speculative, involving a high degree of risk and the Subscribers are able to bear the economic risk of owning the Shares; and, at the present time, are able to afford a complete loss in value of the Shares.
2.3 Regulation S. Each of the Subscribers further represent, warrant and acknowledge that:
The Shares are being acquired in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Shares may not be resold in the United States or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to MEII, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the 1933 Act, the Shares must be held indefinitely. The Subscribers further acknowledge that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act;
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The Subscribers are residents of Canada; The Subscribers are not “US Persons” as that term is defined in Rule 902 of Regulation S as promulgated pursuant to the 1933 Act;
The Subscribers agree that all offers and sales of the Shares shall be made in compliance with all applicable laws of any applicable jurisdiction and, particularly, in accordance with Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Shares have been and will be offered or sold by the Subscribers to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the date on which this Agreement is accepted by MEII (the “Distribution Compliance Period”), except pursuant to an effective registration statement as to the Shares or an applicable exemption from the registration requirements of the 1933 Act.
The Shares have not been offered to the Subscribers in the United States and the individuals making the decision to purchase the Shares and executing and delivering this Agreement on behalf of the Subscribers were not in the United States when the decision was made and this Agreement was executed and delivered;
The Subscribers will not engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares;
Neither the Subscribers nor any of their respective affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Shares or any other securities of MEII until after the end of the Distribution Compliance Period, and acknowledges that such activities are prohibited by Regulation S.
2.4 Canadian Law Representations.
(a) The Subscribers understand that they are acquiring the Shares pursuant to certain exemptions from the registration and prospectus requirements of applicable securities legislation in Canada (the “Canadian Securities Laws”) afforded by, without limitation, Sections 2.3 [Accredited Investors], 2.5 [Family, friends and business associates], and 2.7 [Family, friends and business associates (Ontario)] of NI 45-106 and, as a consequence, (A) certain rights, remedies and protections under securities legislation will not be available to the Subscribers in connection with the purchase of the Shares; (B) the Subscribers may not receive information that would otherwise be required to be provided to them under securities legislation; and (C) MEII is relieved from certain obligations that would otherwise apply under securities legislation; and
(b) The Subscribers are acquiring the Shares as principal solely for their own benefit and not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Shares and the Subscribers are (A) an “accredited investor” as such term is defined in NI 45-106, has executed and delivered a duly completed Representation Letter in the form attached hereto as “Exhibits 1.5 (A), (B) or (C)” as applicable, representing that the Subscribers fit within one of the categories of “accredited investor” set forth in such definition and was not created and/or used solely to purchase or hold the Shares; or (B) satisfies the definition of Family and Friends (Alberta and BC) or Family and Friends (Ontario) as applicable in the province in which they resides.
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2.5 Transfer Restrictions. The Subscribers acknowledges that the certificates representing Shares shall bear a legend substantially as follows:
“The shares of Stock represented by this Certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred unless a compliance with the registration provisions of such act has been made or unless availability of an exemption from such registration provisions has been established, or, unless sold pursuant to Rule 144 under the Securities Act of 1933.”
2.6 Recordation of Transfer. The Subscribers understand and acknowledge that the MEII has the right not to record a purported transfer of the Shares, without MEII being satisfied that such transfer is exempt from or not subject to (a) registration under the U.S. 1933 Act and any applicable state securities laws, and (b) the registration and prospectus requirements under Canadian Securities Laws.
2.7 Canadian Resale Restrictions. In addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscribers’ ability to resell the Shares under applicable Canadian Securities Law.
2.8 No Registration Rights. The Subscribers understand and acknowledge that MEII is not obligated to file and has no present intention of filing any registration statement or prospectus in respect of re-sales of the Shares with the SEC in the United States or with any of the provincial securities regulatory authorities in Canada.
2.9 Legal Counsel. The Subscribers confirm that they have been advised to consult its own legal and financial advisors with respect to the suitability of the Shares for the Subscribers and the resale restrictions (including “hold periods”) to which the Shares will be subject under applicable securities legislation and confirms that no representation has been made to the Subscribers by or on behalf of MEII with respect thereto.
2.10 No Offering Memorandum. The Subscribers acknowledge that the issuance of the Shares is being conducted without delivery of an offering memorandum and that it has not relied on any oral representation, warranty or information in connection with the offering of the Shares by MEII, or any officer, employee, agent, affiliate or subsidiary of MEII.
2.11 No Approval by Regulatory Authority. The Subscribers understand that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of the acquisition of the Shares.
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2.12 No Representation as to Value of the Shares. The Subscribers confirm that neither the MEII nor any of its directors, employees, officers, consultants, agents or affiliates, has made any representations (written or oral) to the Subscribers regarding the future value of the Shares and acknowledge and confirm that no representation has been made to the Subscribers with respect to the listing of the Shares on any exchange or that application has been or will be made be made for such listing. In making its acquisition with respect to the Shares, the Subscribers have relied solely upon publicly available information relating to MEII and not upon any verbal or written representation made by or on behalf of MEII.
2.13 Conditional Sale. The Subscribers understand that the sale and delivery of the Shares is conditional upon such sale being exempt from the registration and prospectus requirements under applicable securities legislation or upon the issuance of such orders, consents or approvals as may be required to permit such sale and delivery without complying with such requirements. If required under applicable securities legislation or regulatory policy, or by any securities commission, stock exchange or other regulatory authority, the Subscribers will execute, deliver, file and otherwise assist MEII in filing such reports, undertakings and other documents with respect to the issue of the Shares.
2.14 Tax Consequences. The Subscribers understand that the acquisition of the Shares may have tax consequences under applicable taxation laws, that they are the sole responsibility of the Subscribers to determine and assess such tax consequences as may apply to their respective particular circumstances, and the Subscribers have not received and are not relying on MEII for any tax advice whatsoever.
2.15 Re-Sales. The Subscribers will not resell any Shares except in accordance with the provisions of applicable securities legislation, rules and regulations and stock exchange rules.
3. Proprietary Exploration Data:
MEII is currently in possession of TransPacific’s EWA proprietary Seismic Mapping and interpreted Seismic Sections. Upon the execution of the EWA Extension Agreement by all parties, the transfer of the 3,000,000 shares and the payment, within 30 business days from the date of this agreement, to TransPacific of US$20,000 (Twenty Thousand US Dollars), MEII will be allowed to use and reproduce such data as well as all additional technical information and recommendations that TransPacific will provide MEII with, to help drill EWA# 4, 5 & 6 exploratory wells, including but not limited to, geological prognosis, drilling, casing, completion and testing parameters of those wells.
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4. Drilling and Production Operations:
Upon establishing oil production and the Joint Operating Company is formed, the only operating expenses shall be those of the Joint Operating Company in Egypt.
TransPacific will be entitled to receive from the Operator on regular and timely basis, without limitations, all technical reports, daily drilling reports, daily production reports, monthly financial statements, budgets, EGPC cost recovery statements etc.
5. Release of Claims:
Awad and TransPacific shall take such steps and do such things as may be necessary to ensure that the Claims, arising from the current BC litigation, are not advanced against MEII, either under arbitration, or the Courts, or any other form and, both agree that they shall, upon receipt of the Shares, execute and deliver to MEII a release of the Action and all Claims by Awad and TransPacific. MEII will also release them from any potential claims, in the form attached hereto as Schedule “D”.
6. General Matters
Except as specifically modified herein, all previous agreements between the parties shall remain binding and enforceable. Paragraph 4 of the December 9, 2005 agreement will be deemed null and void in its entirety. In the event of any disagreements between the parties on any matters related to this Settlement Agreement, EWA operational or financial matters, the parties will resort to arbitration, in accordance with the Arbitration Laws of the Province of Alberta, by three Arbitrators, each party will appoint one Arbitrator and the two Arbitrators should agree on the third one. All costs of such arbitration or accounting shall be borne by the joint operations and considered as operating expenses.
TransPacific and Awad acknowledge that MEII shall be the designated operator of the Fairlight project and may assign such designation as it wishes.
This agreement shall enure to the benefit of, and be binding upon, all the parties hereto and their respective heirs, executors, administrators, successors and assigns.
The parties shall do such things and take such acts as may reasonably be required to carry out the spirit of these Agreements. Any breach of the above terms or the terms of all attached agreements will represent a major breach of contract and, any such breach or dispute shall be resolved by the above noted arbitration provisions.
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In witness whereof, Dr. Ghareeb Awad, TransPacific Petroleum Corp., and Mogul Energy International, Inc. have caused this Agreement to be executed.
TransPacific Petroleum Corp. | |||
/s/ Dr. Ghareeb Awad | Seal | January 24, 2007 | |
Dr. Ghareeb Awad - President | |||
/s/ Dr. Ghareeb Awad | January 24, 2007 | ||
Dr. Ghareeb Awad | |||
/s/Parvez Tyab | |||
Witnessed by: Parvez Tyab | |||
Mogul Energy International, Inc. | |||
/s/ Naeem Tyab | Seal | January 24, 2007 | |
Naeem Tyab - President |
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Schedule “A”
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EAST WADI ARABA CONCESSION - GULF OF SUEZ, EGYPT
EXTENSION AGREEMENT
This Extension Agreement made as of the 24th day of January, 2007 between DOVER INVESTMENTS LIMITED (“Dover”), TRANSPACIFIC PETROLEUM CORP. (“TransPacific”), MOGUL ENERGY LTD. (“Mogul”), DR. GHAREEB AWAD (“Awad”), MOGUL ENERGY INTERNATIONAL, INC. (“MEII”) and SEA DRAGON ENERGY INC. (“Sea Dragon”) regarding the concession known as East Wadi Araba (the “EWA Concession”).
WHEREAS Sea Dragon and MEII are requesting from Dover, TransPacific and Awad an extension of time to allow: (i) the first well to be completed to the approval of the EGPC prior to July 17, 2007; and (ii) the second well and an additional third well to be completed to the approval of EGPC prior to July 17, 2009.
WHEREAS all parties to this agreement are agreeable to the granting of the requested extensions and to making the Third Phase Election under the Concession Agreement, upon and subject to the terms and conditions of this Extension Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants set forth herein and other good and valuable considerations hereby acknowledge and agree to the following:
1. Upon and subject to the terms and conditions of this Extension Agreement, and subject to any necessary or desirable approvals of ARE and EGPC thereto, Dover, TransPacific and Awad hereby agree to allow Sea Dragon and MEII (i) until July 17, 2007 to complete the first well to the approval of the Egyptian General Petroleum Corporation (“EGPC”), and (ii) until July 17, 2009 to complete the second and an additional third well to the approval of EGPC.
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2. The extension to July 17, 2009 to complete a second and an additional third well is subject to the Operator confirming in writing to the Egyptian General Petroleum Corporation (“EGPC”), on behalf of all of the parties to this agreement, to enter the Third Phase Election of the Concession Agreement. The Operator shall advise EGPC to proceed with the Third Phase Election upon satisfaction of one of the below noted provisions:
a) Sea Dragon and MEII providing a Letter of Guarantee as may be required by EGPC and to their satisfaction to drill the second and third wells, or
b) if the first well drilled results in a commercial oil discovery, and if the EGPC allows and approves using the new discovery as collateral to enter the third exploration phase without additional collateral, then the Operator, shall make the Third Phase Election without satisfying any of the provisions stipulated above. Sea Dragon, MEII, TransPacific, Awad and Dover shall jointly and severally pledge the value of their respective interest in the EWA Concession to EGPC, if required by EGPC, to satisfy the work commitments under the Third Phase Election.
3. All other terms and provisions of the previous Agreements between the above parties shall remain the same.
4. This Extension Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective, heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Extension Agreement to be duly executed and delivered as of the date first above-mentioned.
DOVER INVESTMENTS LIMITED | Dated: Jan. 9, 2007 | |||
By: | /s/ Robert P. Salna | |||
Robert P. Salna, President | Seal | |||
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MOGUL ENERGY LTD. | Dated: Jan. 9, 2007 | |||
By: | /s/ Parvez Tyab | |||
Parvez Tyab, President | Seal | |||
TRANSPACIFIC PETROLEUM CORP. | Dated: Jan. 24, 2007 | |||
By: | /s/ Dr. Ghareb M. Awad | |||
Dr. Ghareeb M. Awad, President | Seal | |||
MOGUL ENERGY INTERNATIONAL, INC. | Dated: Jan 24, 2007 | |||
By: | /s/ Naeem Tyab | |||
Mr. Naeem Tyab, President | Seal | |||
SEA DRAGON ENERGY INC. | Dated: Jan. 3, 2007 | |||
By: | /s/ David Thompson | |||
David Thompson, President | Seal |
Signed, sealed and delivered by | ||
Dr. Ghareeb M. Awad in the presence of: | ||
/s/ Parvez Tyab | ||
Name: | ||
/s/ Dr. Ghareeb M. Awad | ||
Dated: Jan. 24, 2007 | Dr. Ghareeb M. Awad |
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Schedule “B”
THIS ASSIGNMENT MADE EFFECTIVE THE 24th DAY OF JANUARY, 2007.
BETWEEN:
TRANSPACIFIC PETROLEUM CORP.
of Richmond, in the Province of British Columbia
(hereinafter called “the Assignor”)
and
MOGUL ENERGY INTERNATIONAL, INC.
of Seattle, in the State of Washington, U.S.A.
(hereinafter called “the Assignee”)
WHEREAS the Assignor does hold 25% of the mineral interests in lands as listed on the attached Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the Assignee all of the interests in its right, title, estate and interest in, to and under the said Leases.
NOW, THEREFORE, in consideration of the premises and the payment by the Assignee to the Assignor of the sum of -----One Dollar--------------00/100 ($1.00) (the receipt of which sum is hereby acknowledge), THIS AGREEMENT WITNESSTH:
1. The Assignor hereby transfers, assigns and sets over unto the Assignee its right, title and interest in, to and under the said Leases and in every extension or renewal thereof and in all benefit and advantage to be derived therefrom to the Assignee.
2. The Assignor covenants that it has not transferred, assigned, hypothecated or otherwise parted with any of its interest in the said Leases and that, subject to the terms and provisions of the said Leases, it now has good right, full power and absolute authority to transfer, set over and assign its interest in the said Leases to the Assignee in the manner aforesaid according to the true intent and meaning of this assignment.
3. Subject to the performance by the Assignee of the covenants and conditions contained in the said Leases, the Assignee shall hold and enjoy the interest conveyed to it hereunder for the residue of the term of the said Leases and every extension or renewal thereof for its own use and benefit by, through or under it. The Assignee for its part covenants with the Assignor that it will be bound by, observe and perform the Lessee’s covenants and agreements in the said Leases reserved and contained and the Assignee agrees to indemnify and save harmless the Assignor from and against the observation and performance of the said covenants and agreements from and after the effective date of this agreement.
4. Each of the parties hereto shall from time to time and at all times hereafter do all such further acts and execute and deliver all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this agreement.
5. It is hereby agreed that this assignment shall enure to the benefit of and be binding upon the parties hereto, their successors and assigns.
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IN WITNESS WHEREOF the parties hereto have caused their corporate seals to be hereunto affixed, attested by the hands of their respective proper officers duly authorized in that behalf, effective the date and year above written.
SIGNED, SEALED AND DELIVERED,
ASSIGNOR: | ||
TRANSPACIFIC PETROLEUM CORP. | ||
Per: | /s/ Dr. Ghareeb Awad | |
ASSIGNEE: | ||
MOGUL ENERGY INTERNATIONAL, INC. | ||
Per: | /s/ Naeem Tyab |
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SCHEDULE ‘A’ - To the Assignment
Attached to and forming part of an Assignment of Lease made effective the 24th day of January, 2007 between TransPacific Petroleum Corp., as Assignor, and Mogul Energy International, Inc., as Assignee
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
SE 13-9-30 W1M | 112507365 | William George Jamieson | 25% M&M | February 20, 2006 | 40.0 |
SE 13-9-30 W1M | 112507365 | Lee Harris and Nancy Andrews | 25% M&M | February 22, 2006 | 40.0 |
SE 13-9-30 W1M | 112507365 | Floyd Edward Jamieson | 25% M&M | February 23, 2006 | 40.0 |
SE 13-9-30 W1M | 112507365 | Isabel Poitras | 25% M&M | March 9, 2006 | 40.0 |
SW 13-9-30 W1M | 112507376 | Floyd Edward Jamieson | 25% M&M | February 23, 2006 | 40.0 |
SW 13-9-30 W1M | 112507376 | Lee Harris and Nancy Andrews | 25% M&M | February 22, 2006 | 40.0 |
SW 13-9-30 W1M | 112507376 | William George Jamieson | 25% M&M | February 20, 2006 | 40.0 |
SW 13-9-30 W1M | 112507376 | Isabel Poitras | 25% M&M | March 9, 2006 | 40.0 |
NE 21-9-30 W1M | 112506432 | Clarence Billard, Personal Representative for the estate of Walter A. Barness | 100% M&M | February 20, 2006 | 160.0 |
NW 23-9-30 W1M | 112507837 | Alice May Mangelsen, Randolph Peter Mangelsen and Alice Faye Rowley | 100% M&M | February 28, 2006 | 160.0 |
SW 23-9-30 W1M | 112507848 | Alice May Mangelsen, Randolph Peter Mangelsen and Alice Faye Rowley | 100% M&M | February 28, 2006 | 160.0 |
NE 33-9-30 W1M | 112507129 | Clarence Billard, Personal Representative for the estate of Walter A. Barness | 100% M&M | February 20, 2006 | 160.0 |
NW 33-9-30 W1M | 112506331 | Clarence Billard, Personal Representative for the estate of Walter A. Barness | 100% M&M | February 20, 2006 | 160.0 |
SE 33-9-30 W1M | 112507398 | Clarence Billard, Personal Representative for the estate of Walter A. Barness | 100% M&M | February 20, 2006 | 160.0 |
NE 17-9-31 W1M | 112603340 | Dennis Swallow and Donald Swallow | 100% M&M | December 5, 2005 | 160.0 |
NW 17-9-31 W1M | 112603351 | Dennis Swallow and Donald Swallow | 100% M&M | December 5, 2005 | 160.0 |
SE 17-9-31 W1M | 112603362 | Dennis Swallow and Donald Swallow | 100% M&M | December 5, 2005 | 160.0 |
SW 17-9-31 W1M | 112603373 | Dennis Swallow and Donald Swallow | 100% M&M | December 5, 2005 | 160.0 |
SE 13-9-33 W1M | 112636649 | Alexander Lee Harris | 50% M&M | February 22, 2006 | 80.0 |
SE 13-9-33 W1M | 112636649 | Nancy Ann Andrews | 50% M&M | March 7, 2006 | 80.0 |
SW 13-9-33 W1M | 112636650 | Nancy Ann Andrews | 50% M&M | March 7, 2006 | 80.0 |
SW 13-9-33 W1M | 112636650 | Alexander Lee Harris | 50% M&M | February 22, 2006 | 80.0 |
SE 13-10-30 W1M | 112596509 | Lily Kropp | 100% M&M | February 24, 2006 | 160.0 |
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Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
NE 21-10-30 W1M | 112597162 | Gerald Henry McAdoo and Verla Isobel Smith | 100% M&M | March 8, 2006 | 160.0 |
NW 21-10-30 W1M | 112597173 | Gerald Henry McAdoo and Verla Isobel Smith | 100% M&M | March 8, 2006 | 160.0 |
SW 28-10-30 W1M | 112597184 | Gerald Henry McAdoo and Verla Isobel Smith | 100% M&M | March 8, 2006 | 160.0 |
NE 32-10-30 W1M | 114264413 | Daryl M. Kay | 50% M&M Exc. Coal | March 1, 2006 | 80.0 |
NW 32-10-30 W1M | 114264435 | Daryl McArthur Kay | 50% M&M Exc. Coal | March 1, 2006 | 80.0 |
SW 32-10-30 W1M | 114264424 | Daryl McArthur Kay | 50% M&M Exc. Coal | March 1, 2006 | 80.0 |
NW 33-10-30 W1M | 112596723 | Daryl Kay | 50% M&M | March 1, 2006 | 80.0 |
SW 33-10-30 W1M | 112596734 | Daryl Kay | 50% M&M | March 1, 2006 | 80.0 |
NW 19-10-32 W1M | 112464772 | Lyle Mielitz | 1/3 M&M | January 1, 2006 | 51.32 |
NW 19-10-32 W1M | 112464772 | Carol Howarth | 1/3 M&M | January 1, 2006 | 51.32 |
NW 19-10-32 W1M | 112464772 | Ronald Mielitz | 1/3 M&M | January 1, 2006 | 51.32 |
SE 19-10-32 W1M | 114190714 | Lyle Mielitz | 1/6 M&M Exc. Coal | January 1, 2006 | 27.00 |
SE 19-10-32 W1M | 114190714 | Carol Howarth | 1/6 M&M Exc. Coal | January 1, 2006 | 27.00 |
SE 19-10-32 W1M | 114190714 | Ronald Mielitz | 1/6 M&M Exc. Coal | January 1, 2006 | 27.00 |
SW 19-10-32 W1M | 114190725 | Ronald Mielitz | 1/3 M&M | January 1, 2006 | 51.32 |
SW 19-10-32 W1M | 114190725 | Carol Howarth | 1/3 M&M | January 1, 2006 | 51.32 |
SW 19-10-32 W1M | 114190725 | Lyle Mielitz | 1/3 M&M | January 1, 2006 | 51.32 |
NW 23-10-32 W1M | 112464615 | James Oliver (Younger) | 100% M&M | January 1, 2006 | 160.0 |
SW 23-10-32 W1M | 112464626 | Ronald Earl Oliver and Gloria Jean Oliver | 100% M&M | January 1, 2006 | 160.0 |
SW 25-10-32 W1M | 112464558 | Ronald Earl Oliver and Gloria Jean Oliver | 100% M&M | January 1, 2006 | 160.0 |
SW 26-10-32 W1M | 112464514 | Judy Lynn Sauter, Stacey Lee Sauter, Starla Rae Sauter and Sharah Lyn Milleker | 50% M&M | January 4, 2006 | 80.0 |
SE 26-10-32 W1M | 112464547 | Keith George Kennedy | 50% M&M | November 3, 2005 | 80.0 |
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Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
LSD 10 & 15-31-10-32 W1M W 1/2 31-10-32 W1M | 112581794 112581806 112581828 112581817 | Dale Jensen | 3/40 M&M | December 12, 2005 | 17.7 |
LSD 10 & 15-31-10-32 W1M W 1/2 31-10-32 W1M | 112581794 112581806 112581828 112581817 | Garry Jensen | 5/40 M&M | December 12, 2006 | 29.38 |
LSD 10 & 15-31-10-32 W1M W 1/2 31-10-32 W1M | 112581794 112581806 112581828 112581817 | Lydia Marshall | 3/40 M&M | March 7, 2006 | 17.7 |
NE 33-10-32 W1M | 111726839 | Joseph Frederick Bil (Younger) | 50% M&M Exc. Coal | November 16, 2005 | 80.0 |
NE 19-11-31 W1M | 112542465 | Gerald Skulmoski | 100% M&M | December 12, 2005 | 160.0 |
NE 2-11-32 W1M | 112613284 | The Great-West Life Assurance Company | 100% M&M | January 1, 2006 | 158.06 |
SE 2-11-32 W1M | 112613295 | The Great-West Life Assurance Company | 100% M&M | January 1, 2006 | 158.9 |
SE 3-11-32 W1M | 112612665 | Frank Herbert Adamson | 100% M&M | January 1, 2006 | 160.0 |
SW 3-11-32 W1M | 112612676 | Frank Herbert Adamson | 100% M&M | January 1, 2006 | 160.0 |
NE 5-11-32 W1M | 112613239 | James Burke | 100% M&M | November 2, 2005 | 18.0 |
NE 5-11-32 W1M | 112613172 | Clifford Leonard Robertson and Margaret Isabel Robertson | 100% M&M | March 1, 2006 | 142.4 |
SW 5-11-32 W1M | 114236827 | John Anthony McWhirter | 100% M&M | March 1, 2006 | 4.14 |
NE 7-11-32 W1M | 112612991 | Philip Green (Younger) | 50% M&M | November 29, 2005 | 80.0 |
NE 7-11-32 W1M | 112612991 | Elizabeth Louise Witchey | 25% M&M | November 28, 2005 | 40.0 |
NW 7-11-32 W1M | 112613015 | Philip Green (Younger) | 50% M&M | November 29, 2005 | 83.19 |
NW 7-11-32 W1M | 112613015 | Elizabeth Louise Witchey | 25% M&M | November 28, 2005 | 41.6 |
SE 7-11-32 W1M | 112613004 | Philip Green (Younger) | 50% M&M | November 29, 2005 | 80.0 |
SE 7-11-32 W1M | 112613004 | Elizabeth Louise Witchey | 25% M&M | November 28, 2005 | 40.0 |
SW 7-11-32 W1M | 112613026 | Philip Green (Younger) | 50% M&M | November 29, 2005 | 83.33 |
SW 7-11-32 W1M | 112613026 | Elizabeth Louise Witchey | 25% M&M | November 28, 2005 | 41.67 |
NE 9-11-32 W1M | 161539678 161539689 | Leland North | 25% M&M | November 28, 2005 | 40.0 |
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Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
NE 9-11-32 W1M | 112612575 | Paulette Christine North | 25% M&M | November 21, 2005 | 40.0 |
NE 9-11-32 W1M | 112612575 | Marguerite Anne Van Dresar | 25% M&M | November 21, 2005 | 40.0 |
NE 9-11-32 W1M | 112612575 | John Charles Yeo | 25% M&M | November 22, 2005 | 40.0 |
NW 9-11-32 W1M | 112612553 | Steve Zyla | 100% M&M | November 30, 2005 | 160.0 |
SE 9-11-32 W1M | 112612586 | Paulette Christine North | 25% M&M | November 21, 2005 | 40.0 |
SE 9-11-32 W1M | 112612586 | Leland North | 25% M&M | November 28, 2005 | 40.0 |
SE 9-11-32 W1M | 112612586 | Marguerite Anne Van Dresar | 25% M&M | November 21, 2005 | 40.0 |
SE 9-11-32 W1M | 112612586 | John Charles Yeo | 25% M&M | November 22, 2005 | 40.0 |
SW 9-11-32 W1M | 112612564 | John Zyla | 100% M&M | November 28, 2005 | 160.0 |
NE 10-11-32 W1M | 112612496 | Neil Peter McConnachie | 1/3 M&M | December 15, 2005 | 54.0 |
NE 10-11-32 W1M | 112612496 | Corinne Diana McConnachie | 1/3 M&M | December 21, 2005 | 54.0 |
NE 10-11-32 W1M | 112612496 | Clinton Cory McConnachie | 1/3 M&M | January 5, 2006 | 54.0 |
NW 10-11-32 W1M | 114236793 114236782 | Neil Peter McConnachie | 1/6 M&M Exc. Coal | December 15, 2005 | 25.6 |
NW 10-11-32 W1M | 114236793 114236782 | Corine Diana McConnachie | 1/6 M&M Exc. Coal | December 21, 2005 | 25.6 |
NW 10-11-32 W1M | 114236793 114236782 | Clinton Cory McConnachie | 1/6 M&M Exc. Coal | January 5, 2006 | 25.6 |
SW 10-11-32 W1M | 114236805 | Neil Peter McConnachie | 1/6 M&M Exc. Coal | December 15, 2005 | 27.0 |
SW 10-11-32 W1M | 114236805 | Corinne Diana McConnachie | 1/6 M&M Exc. Coal | December 21, 2005 | 27.0 |
SW 10-11-32 W1M | 114236805 | Clinton Cory McConnachie | 1/6 M&M Exc. Coal | January 5, 2006 | 27.0 |
NE 12-11-32 W1M | 111444320 | Robert Matthew Clay | 50% M&M | January 1, 2006 | 80.0 |
NE 14-11-32 W1M | 111308307 | Kenneth Archibald McCannel | 100% M&M | November 22, 2005 | 160.0 |
NW 14-11-32 W1M | 111308295 | Barbara Margaret Elizabeth McCannel | 100% M&M | November 16, 2005 | 160.0 |
NE 15-11-32 W1M | 114236748 | Cornelius David Rempel and Faye Marie Rempel | 50% M&M Exc. Coal | November 2, 2005 | 80.0 |
NW 15-11-32 W1M | 114236759 | Cornelius David Rempel and Faye Marie Rempel | 50% M&M Exc. Coal | November 2, 2005 | 80.0 |
NE 17-11-32 W1M | 114236681 114236670 | Mike Hajewich, Peter Hajewich and Elsie Hood | 50% M&M Exc. Coal | March 1, 2006 | 78.75 |
NW 17-11-32 W1M | 114236704 114236692 | Mike Hajewich, Peter Hajewich and Elsie Hood | 50% M&M Exc. Coal | March 1, 2006 | 76.69 |
17
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
SE 17-11-32 W1M | 114236726 114236715 | Mike Hajewich, Peter Hajewich and Elsie Hood | 50% M&M Exc. Coal | March 1, 2006 | 77.94 |
SW 17-11-32 W1M | 114236737 | Mike Hajewich, Peter Hajewich and Elsie Hood | 50% M&M | March 1, 2006 | 80.0 |
NE 18-11-32 W1M | 112612104 | Donald Keith | 100% M&M | December 9, 2005 | 10.02 |
NW 18-11-32 W1M | 112612823 | Gertrude Condie | 100% M&M | November 2, 2005 | 165.76 |
NE 19-11-32 W1M | 112612913 | Audrey May Johnson | 100% M&M | March 1, 2006 | 160.0 |
SE 19-11-32 W1M | 112612070 | Donald Keith | 100% M&M | November 19, 2005 | 158.83 |
SW 19-11-32 W1M | 112612081 | Donald Keith | 100% M&M | November 19, 2005 | 158.7 |
NE 20-11-32 W1M | 112612025 | Donald Gary Oliver and Calvin David Oliver | 50% M&M Exc. Coal | November 30, 2005 | 80.0 |
NW 20-11-32 W1M | 112612036 | Donald Gary Oliver and Calvin David Oliver | 50% M&M Exc. Coal | November 30, 2005 | 80.0 |
NE 21-11-32 W1M | 112612014 | Sylvia Edith Adamson | 50% M&M | October 27, 2005 | 80.0 |
NE 21-11-32 W1M | 112612014 | Robert Lionel Burke | 50% M&M | November 16, 2005 | 80.0 |
NW 21-11-32 W1M | 112612801 | Robert Lionel Burke | 50% M&M | November 16, 2005 | 80.0 |
NW 21-11-32 W1M | 112612801 | Syliva Edith Adamson | 50% M&M | October 27, 2005 | 80.0 |
NE 23-11-32 W1M | 114236625 | Donald Field | 50% M&M Exc. Coal | November 30, 2005 | 80.0 |
NW 23-11-32 W1M | 112612755 | Judith Anne Guest | 1/3 M&M | November 20, 2005 | 53.34 |
NW 23-11-32 W1M | 112612755 | Laura Jean Westbrook | 1/3 M&M | December 12, 2005 | 53.34 |
NW 23-11-32 W1M | 112612755 | John Douglas McVeigh | 1/3 M&M | December 7, 2005 | 53.34 |
SE 23-11-32 W1M | 114236636 | Donald Field | 50% M&M Exc. Coal | November 30, 2005 | 80.0 |
SW 23-11-32 W1M | 112612766 | John Douglas McVeigh | 1/3 M&M | December 7, 2005 | 53.34 |
SW 23-11-32 W1M | 112612766 | Judith Anne Guest | 1/3 M&M | November 20, 2005 | 53.34 |
SW 23-11-32 W1M | 112612766 | Laura Jean Westbrook | 1/3 M&M | December 12, 2005 | 53.34 |
NE 26-11-32 W1M | 112611990 | Cornelius David Rempel and Faye Marie Rempel | 100% M&M | November 2, 2005 | 160.0 |
NW 26-11-32 W1M | 111308127 | Caroline May Cawood | 25% M&M Exc. Coal | January 7, 2006 | 40.0 |
NW 26-11-32 W1M | 111308127 | Kathryn Maureen Yeo | 25% M&M Exc. Coal | January 9, 2006 | 40.0 |
SE 26-11-32 W1M | 112612003 | Cornelius David Rempel and Faye Marie Rempel | 100% M&M | November 2, 2005 | 160.0 |
18
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
SW 26-11-32 W1M | 111308116 | Caroline May Cawood | 25% M&M Exc. Coal | January 7, 2006 | 40.0 |
SW 26-11-32 W1M | 111308116 | Kathryn Maureen Yeo | 25% M&M Exc. Coal | January 9, 2006 | 40.0 |
SE 27-11-32 W1M | 112612777 | Judith Anne Guest | 1/3 M&M | December 15, 2005 | 53.34 |
SE 27-11-32 W1M | 112612777 | John Douglas McVeigh | 1/3 M&M | December 7, 2005 | 53.34 |
SE 27-11-32 W1M | 112612777 | Laura Jean Westbrook | 1/3 M&M | December 12, 2005 | 53.34 |
SW 30-11-32 W1M | 112612160 | The Great-West Life Assurance Company | 100% M&M | November 16, 2005 | 160.0 |
NW 31-11-32 W1M | 112612171 | Albert E. Preston | 100% M&M | October 31, 2005 | 160.0 |
SE 31-11-32 W1M | 114236603 | Arthur Cameron Preston | 50% M&M Exc. Coal | October 31, 2005 | 80.0 |
SW 31-11-32 W1M | 114236614 | Arthur Cameron Preston | 100% M&M | October 31, 2005 | 160.0 |
NE 35-11-32 W1M | 111307283 | Caroline May Cawood | 25% M&M Exc. Coal | January 7, 2006 | 40.22 |
NE 35-11-32 W1M | 111307283 | Kathryn Maureen Yeo | 25% M&M Exc. Coal | January 9, 2006 | 40.22 |
NW 35-11-32 W1M | 111307294 | Caroline May Cawood | 25% M&M Exc. Coal | January 7, 2006 | 40.2 |
NW 35-11-32 W1M | 111307294 | Kathryn Maureen Yeo | 25% M&M Exc. Coal | January 9, 2006 | 40.2 |
SE 35-11-32 W1M | 111307306 | Caroline May Cawood | 25% M&M Exc. Coal | January 7, 2006 | 40.2 |
SE 35-11-32 W1M | 111307306 | Kathryn Maureen Yeo | 25% M&M Exc. Coal | January 9, 2006 | 40.2 |
SW 35-11-32 W1M | 111615386 | James C. Scharren | 100% M&M | November 8, 2005 | 161.0 |
SW 36-11-32 W1M | 112612890 | Keith Kennedy and Helena Kennedy | 50% M&M Exc. Coal | November 3, 2005 | 80.0 |
NE 2-12-32 W1M | 111307317 | Micky Lee Grimes | 50% M&M | March 15, 2006 | 80.0 |
NE 2-12-32 W1M | 111307317 | Cody Paul Grimes | 50% M&M | March 15, 2006 | 80.0 |
NW 2-12-32 W1M | 111307328 | Vernon Nelson Nabholz | 100% M&M | March 2, 2006 | 160.0 |
SE 3-12-32 W1M | 111376403 | Vernon Nelson Nabholz | 50% M&M Exc. Coal | March 2, 2006 | 80.0 |
NE 3-12-32 W1M | 111376391 | Vernon Nelson Nabholz | 50% M&M Exc. Coal | March 2, 2006 | 80.0 |
19
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
NW 3-12-32 W1M | 111376414 111376447 | Vernon Nelson Nabholz | 50% M&M Exc. Coal | March 2, 2006 | 80.0 |
SW 3-12-32 W1M | 111376425 111376436 | Vernon Nelson Nabholz | 50% M&M Exc.Coal | March 2, 2006 | 80.0 |
SE 31-9-30 W1M | 112507556 | Shirley Terhaar | 25% M&M | March 20, 2006 | 40.0 |
SW 31-9-30 W1M | 112507545 | Shirley Terhaar | 25% M&M | March 20, 2006 | 40.0 |
Note: The above list is subject to unintentional mistakes and
>omissions and lists certain leases that have not been paid. Leases for
>acreage that has not and may not be paid for will be subject to having
>the mineral rights rescinded.
20
Schedule “C”
THIS ASSIGNMENT MADE EFFECTIVE THE 24th DAY OF JANUARY, 2007.
BETWEEN:
TRANSPACIFIC PETROLEUM CORP.
of Richmond, in the Province of British Columbia
(hereinafter called “the Assignor”)
and
MOGUL ENERGY INTERNATIONAL, INC.
of Seattle, in the State of Washington, U.S.A.
(hereinafter called “the Assignee”)
WHEREAS the Assignor did lease mineral interests in lands as listed on the attached Schedule ‘A’ (Leases), and the Assignor has agreed to assign unto the Assignee all of the interests in its right, title, estate and interest in, to and under the said Leases.
NOW, THEREFORE, in consideration of the premises and the payment by the Assignee to the Assignor of the sum of -----One Dollar--------------00/100 ($1.00) (the receipt of which sum is hereby acknowledge), THIS AGREEMENT WITNESSTH:
1. The Assignor hereby transfers, assigns and sets over unto the Assignee its right, title and interest in, to and under the said Leases and in every extension or renewal thereof and in all benefit and advantage to be derived therefrom to the Assignee.
2. The Assignor covenants that it has not transferred, assigned, hypothecated or otherwise parted with any of its interest in the said Leases and that, subject to the terms and provisions of the said Leases, it now has good right, full power and absolute authority to transfer, set over and assign its interest in the said Leases to the Assignee in the manner aforesaid according to the true intent and meaning of this assignment.
3. Subject to the performance by the Assignee of the covenants and conditions contained in the said Leases, the Assignee shall hold and enjoy the interest conveyed to it hereunder for the residue of the term of the said Leases and every extension or renewal thereof for its own use and benefit by, through or under it. The Assignee for its part covenants with the Assignor that it will be bound by, observe and perform the Lessee’s covenants and agreements in the said Leases reserved and contained and the Assignee agrees to indemnify and save harmless the Assignor from and against the observation and performance of the said covenants and agreements from and after the effective date of this agreement.
21
4. Each of the parties hereto shall from time to time and at all times hereafter do all such further acts and execute and deliver all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this agreement.
5. It is hereby agreed that this assignment shall enure to the benefit of and be binding upon the parties hereto, their successors and assigns.
IN WITNESS WHEREOF the parties hereto have caused their corporate seals to be hereunto affixed, attested by the hands of their respective proper officers duly authorized in that behalf, effective the date and year above written.
SIGNED, SEALED AND DELIVERED,
ASSIGNOR: | ||
TRANSPACIFIC PETROLEUM CORP. | ||
Per: | /s/ Dr. Ghareeb Awad | |
ASSIGNEE: | ||
MOGUL ENERGY INTERNATIONAL, INC. | ||
Per: | /s/ Naeem Tyab |
22
SCHEDULE ‘A’ - To the Assignment
Attached to and forming part of an Assignment of Lease made effective the 24th day of January, 2007 between TransPacific Petroleum Corp., as Assignor, and Mogul Energy International, Inc., as Assignee
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
NW 26-9-30 W1M | 114143576 | Dorothy Jurgens | 50% M&M | April 8, 2006 | 80.0 |
SW 26-9-30 W1M | 114143598 | Dorothy Jurgens | 50% M&M | April 8, 2006 | 80.0 |
SE 26-9-30 W1M | 114143587 | Dorothy Jurgens | 50% M&M | April 8, 2006 | 80.0 |
SE 31-9-30 W1M | 112507556 | Phyllis Gehring | 25% M&M | March 20, 2006 | 40.0 |
SW 31-9-30 W1M | 112507545 | Phyllis Gehring | 25% M&M | March 20, 2006 | 39.5 |
SE 31-9-30 W1M | 112507556 | Arlene Joyce Mitchell | 25% M&M | March 16, 2006 | 40.0 |
SW 31-9-30 W1M | 112507545 | Arlene Joyce Mitchell | 25% M&M | March 16, 2006 | 39.5 |
NW 35-9-30 W1M | 112506656 | Patricia Mary Greig | 2/3 M&M | April 5, 2006 | 106.67 |
NE 35-9-30 W1M | 112506702 | Patricia Mary Greig | 100% M&M | April 5, 2006 | 160.0 |
NW 35-9-30 W1M | 112506656 | Maxine Lois Franchuk | 1/3 M&M | April 11, 2006 | 53.34 |
SW 16-10-30 W1M | 161412162 161412151 | Gordon Kieth Goldsmith and Ruth Selena Goldsmith | 100% M&M | March 21, 2006 | 143.32 |
NE 15-10-33 W1M | 112689300 | Clarence Alfred Olander Bogner and Jean Laurine Bogner | 100% M&M | April 6, 2006 | 158.0 |
NW 15-10-33 W1M | 112689298 | Clarence Alfred Olander Bogner and Jean Laurine Bogner | 100% M&M | April 6, 2006 | 158.6 |
SE 21-10-33 W1M | 161595850 | Clarence Bogner | 100% M&M | April 6, 2006 | 160.0 |
NW 21-10-33 W1M | 120718144 | Clarence Bogner | 50% M&M except Coal | April 6, 2006 | 80.0 |
NE 28-11-32 W1M | 112612698 | Patricia Anne Taylor | 100% M&M | April 25, 2006 | 160.0 |
SW 22-11-32 W1M | 114236669 | Patricia Anne Taylor | 50% M&M | April 25, 2006 | 80.0 |
NW 22-11-32 W1M | 114236658 | Patricia Anne Taylor | 50% M&M | April 25, 2006 | 80.0 |
NE 23-10-30 W1M | 112597106 | Jeanne-Marie McLeod and Keith Donald McLeod | 100% M&M | March 28, 2006 | 160.0 |
SE 4-10-30 W1M | 112597915 | Charles Veysey and Carol Veysey | 100% M&M | May 6, 2006 | 160.0 |
SW 4-10-30 W1M | 112597791 | Charles Veysey and Carol Veysey | 100% M&M | May 6, 2006 | 160.0 |
NE 30-11-32 W1M | 112612845 | Jacqueline Sim | 50% M&M | April 1, 2006 | 80.0 |
NE 30-11-32 W1M | 112612845 | Wayne Nevin | 50% M&M | April 1, 2006 | 80.0 |
NW 30-11-32 W1M | 112612856 | Jacqueline Sim | 50% M&M | April 1, 2006 | 82.21 |
23
Legal Description | Parcel No. | Lessor | Interest | Lease Date | Net Acres |
NW 30-11-32 W1M | 112612856 | Wayne Nevin | 50% M&M | April 1, 2006 | 82.21 |
SW 15-10-33 W1M | 120718122 | Lydia Fay Frazer and Wardon Daniel Frazer | 1/6 M/M except Coal | May 30, 2006 | 27.0 |
SE 15-10-33 W1M | 120718111 | Lydia Fay Frazer and Wardon Daniel Frazer | 1/6 M/M except Coal | May 30, 2006 | 27.0 |
NE 13-10-30 W1M | 112597443 | Lydia Fay Frazer and Wardon Daniel Frazer | 1/9 M/M | May 30, 2006 | 18.0 |
SW 15-10-33 W1M | 120718122 | Lloyd Edmond Frazer and Sheila Marie Frazer | 1/6 M/M except Coal | May 31, 2006 | 27.0 |
SE 15-10-33 W1M | 120718111 | Lloyd Edmond Frazer and Sheila Marie Frazer | 1/6 M/M except Coal | May 31, 2006 | 27.0 |
NE 13-10-30 W1M | 112597443 | Lloyd Edmond Frazer and Sheila Marie Frazer | 1/9 M/M except Coal | May 31, 2006 | 18.0 |
NW 33-10-30 W1M | 112596734 | Barbara Jacobson | 25% M&M | June 13, 2006 | 40.0 |
SW 33-10-30 W1M | 112596723 | Barbara Jacobson | 25% M&M | June 13, 2006 | 40.0 |
NW 33-10-30 W1M | 112596723 | Debra Dawn Montgomery | 25% M&M | June 13, 2006 | 40.0 |
SW 33-10-33 W1M | 112596734 | Debra Dawn Montgomery | 25% M&M | June 13, 2006 | 40.0 |
NE 7-11-32 W1M | 112612991 | Elizabeth Louise Witchey | 25% M&M | June 8, 2006 | 40.0 |
NW 7-11-32 W1M | 112613015 | Elizabeth Louise Witchey | 25% M&M | June 8, 2006 | 41.6 |
SE 7-11-32 W1M | 112613004 | Elizabeth Louise Witchey | 25% M&M | June 8, 2006 | 40.0 |
SW 7-11-32 W1M | 112613026 | Elizabeth Louise Witchey | 25% M&M | June 8, 2006 | 41.67 |
SW 34-11-32 W1M | 114236524 | Michael James Murphy, Personal Representative for the estate of Donald Henderson | 50% M&M except Coal | June 28, 2006 | 80.5 |
NE 33-11-32 W1M | 114236535 | Michael James Murphy, Personal Representative for the estate of Donald Henderson | 50% M&M except Coal | June 28, 2006 | 80.5 |
NW 33-11-32 W1M | 114236546 | Michael James Murphy, Personal Representative for the estate of Donald Henderson | 50% M&M except Coal | June 28, 2006 | 80.5 |
SE 33-11-32 W1M | 114236557 | Michael James Murphy, Personal Representative for the estate of Donald Henderson | 50% M&M except Coal | June 28, 2006 | 80.5 |
SW 33-11-32 W1M | 114236568 | Michael James Murphy, Personal Representative for the estate of Donald Henderson | 50% M&M except Coal | June 28, 2006 | 80.5 |
Note: The above list is subject to unintentional mistakes and
>omissions and lists certain leases that have not been paid. Leases for
>acreage that has not and may not be paid for will be subject to having
>the mineral rights rescinded.
24
Schedule “D”
RELEASE
This release is entered into by TransPacific Petroleum Corp., Ghareeb Awad (“the “Releasors”), for the benefit of Sea Dragon Energy Inc., Mogul Energy Ltd., and Mogul Energy International, Inc. (collectively, the “Releasees”).
In consideration of the Releasors and the Releasees agreeing to enter into the Settlement Agreement, dated for reference January 24, 2007 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Releasors and the Releasees, each of them and on behalf of each of their respective predecessors, successors, administrators, assigns, officers, employees, agents and partners, do hereby release, acquit, remise and forever discharge the Releasees and the Releasors, their respective predecessors, successors, administrators, assigns, directors, officers, employees, agents and partners, of and from all manner of actions, causes of actions, suits, debts, dues, claims, demands for monies, damages, indemnity, obligations, duties, costs, interest, loss or injury of every nature or kind, whether arising by legislation, otherwise by law or in any way whatever, which, as against the Releasees or the Releasors, they ever had, now have or which they hereafter can, shall or may have for or by reason of any cause, matter or thing existing up to the present time, including, without limiting the generality of the foregoing, any and all liabilities, obligations, duties, responsibilities, actions, causes of action, claims, liability or rights to compensation and demands of any nature or kind, arising out of or in any way related to the facts alleged and relief claimed in Transpacific Petroleum Corp. et .al. v. Mogul Energy International, Inc., Sea Dragon Energy Inc and Mogul Energy Ltd., British Columbia Supreme Court, Vancouver Registry, Action No. S066789 (the “Action”).
The Releasors and the Releasees hereby covenant and agree not to make any claims or take any proceedings in any court or tribunal against any person, partnership, corporation or other entity, who or which might take action against or claim recovery, contribution, indemnity or other relief over against or from the Releasees or the Releasors or any of them with respect to the matters herein released; if any of the Releasors or the Releasees make such a claim or take any such proceedings, then that party or parties shall indemnify and save harmless the Releasees and the Releasors from all resulting liabilities, obligations and costs, including reasonable legal fees incurred in relation thereto.
The Releasors and the Releasees agree that this Mutual Release shall be binding upon and enure to the benefit of the Releasees’ and the Releasors’ respective heirs, representatives, successors and assigns.
The Releasors and the Releasees agree that nothing herein shall be taken as an admission of liability on the part of any of the Releasees or Releasors in respect of any cause or matter whatsoever, such liability being expressly denied.
The terms of this Release are contractual and not merely recitals.
In witness whereof Transpacific, Awad, Sea Dragon, MEII and Mogul have caused this Release to be executed.
25
TransPacific Petroleum Corp.
/s/ Dr. Ghareeb Awad | Seal | January 24, 2007 | |
Dr. Ghareeb Awad - President | |||
/s/ Dr._Ghareeb Awad | January 24, 2007 | ||
Dr. Ghareeb Awad | |||
/s/ Parvez Tyab | January 24, 2007 | ||
Witnessed by: Parvez Tyab | |||
Mogul Energy International, Inc. | |||
/s/ Naeem Tyab | Seal | January 24, 2007 | |
Naeem Tyab - President |
26