MEMBERSHIP INTEREST PURCHASE AGREEMENT
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 7, 2017, is entered into
BETWEEN:
GRASSY BUTTE, LLC (“Seller”), a limited liability company organized under the laws of the State of Idaho,
AND:
FORTEM RESOURCES INC.(“Buyer”), a Nevada corporation
WHEREAS:
A.
Seller owns 16.66% % of the outstanding membership interests (the “Membership Interest”) of Colony Energy, LLC, a Nevada limited liability company, Entity No. E0060322017-3 (the “Company”);
B.
The Company owns certain petroleum, natural gas and general rights represented by the Title Documents as defined and listed on Schedule A to this Agreement (the“Property”);
C.
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Membership Interest, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.1
Purchase and Sale
Subject to the terms and conditions set forth herein, at the Closing (as defined herein) Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the Membership Interest, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), for the consideration specified in Section .
1.2
Purchase Price
The aggregate purchase price for the Membership Interest shall beFOUR MILLION (4,000,000) common shares (the “Purchase Shares”) in the capital of Buyer, each issued at a deemed price of $2.00 per share. Buyer shall issue the Purchase Shares to Seller in the following amounts and upon the occurrence of the following events:
(a)
at the Closing (as defined herein), Buyer shall issue 1,000,000 Purchase Shares to Seller (the “Closing Shares”);
(b)
on the first anniversary of the Closing Date, Buyer shall issue an additional 1,000,000 Purchase Shares to Seller (the“First Anniversary Shares”);
(c)
on the second anniversary of the Closing Date, Buyer shall issue an additional 1,000,000 Purchase Shares to Seller (the“Second Anniversary Shares”); and
(d)
on the third anniversary of the Closing Date, Buyer shall issue an additional 1,000,000 Purchase Shares to Seller (the“Third Anniversary Shares”).
1.3
Closing
The purchase, sale and transfer of the Membership Interest as contemplated by this Agreement, and the issuance of the Closing Shares (the “Closing”), shall take place at 12:00 p.m. on the date of this Agreement (the “Closing Date”) at the offices of Clark Wilson LLP, 900 – 885 West Georgia Street, Vancouver, B.C. V6C 3H1.
1.4
Transfer Taxes
Seller shall pay, and shall reimburse Buyer for, any sales, use or transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses, if any, that become due and payable as a result of the transactions contemplated by this Agreement.
1.5
Withholding Taxes
Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all taxes that Buyer and the Company may be required to deduct and withhold under any provision of tax law. All such withheld amounts shall be treated as delivered to Seller hereunder.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the statements contained in this are true and correct as of the Closing Date and that the statements contained in this will continue to be true and correct on the first, second and third anniversaries of the Closing Date. For purposes of this , “Seller’s knowledge,” “knowledge of Seller” and any similar phrases shall mean the actual or constructive knowledge of Seller, after due inquiry.
2.1
Authority of Seller; Enforceability
Seller has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
2.2
No Conflicts; Consents
The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:
(a)
violate, conflict with or constitute a default under the Articles of Organization or other organizational documents of Seller;
(b)
violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller;
(c)
conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party; or
(d)
result in the creation or imposition of any Encumbrance on the Membership Interest or Seller.
No consent, approval, waiver or authorization is required to be obtained by Seller or the Company from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby.
2.3
Legal Proceedings
There is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to Seller’s knowledge, threatened against or by Seller:
(a)
relating to or affecting the Membership Interest; or
(b)
that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
2.4
Operating History
Except as contemplated herein and with respect to the Petroleum, Natural Gas and General Rights Conveyance dated April 3, 2017 among Grassy Butte Energy, Ltd., Colony Energy, LLC and Seller, and the transactions contemplated therein, the Company is not a party to any agreement or undertaking, has never commenced operations or received or expended any money or other property and has no assets or liabilities, other than transaction costs incurred in connection with such agreements which will be paid on or prior to Closing. The Company has no officers, directors or managers and is managed by Seller, Blue Phoenix Energy, LLC, and Pacific Petroleum, LLC, who have managed the Company solely in their capacity as members owning membership interests in the Company.
2.5
Ownership of Membership Interest
(a)
Seller is the sole legal, beneficial, record and equitable owner of the Membership Interest, free and clear of all Encumbrances whatsoever.
(b)
The Membership Interest constitutes 16.66% of the issued and outstanding debt and/or equity securities of the Company.
(c)
The Membership Interest was issued in compliance with applicable laws. The Membership Interest was not issued in violation of the organizational documents of the Company or any other agreement, arrangement or commitment to which either of Seller or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person.
(d)
Other than the organizational documents of the Company, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Membership Interest.
2.6
Brokers
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
2.7
Securities Law Acknowledgements
Seller acknowledges that:
(a)
none of the Purchase Shares have been or will be registered under the United StatesSecurities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, promulgated by the Securities and Exchange Commission under the 1933 Act (“Regulation S”)), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;
(b)
Buyer has not undertaken, and will have no obligation, to register any of the Purchase Shares under the 1933 Act or any other applicable securities laws;
(c)
Buyer will refuse to register the transfer of any of the Purchase Shares to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;
(d)
there are risks associated with the purchase of the Purchase Shares, as more fully described in Buyer’s periodic disclosure filed on SEDAR and EDGAR and forming part of the public record;
(e)
Seller has had a reasonable opportunity to ask questions of, and receive answers from, Buyer in connection with the distribution of the Purchase Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about Buyer;
(f)
any resale of the Purchase Shares by Seller will be subject to resale restrictions contained in the securities laws applicable to Buyer, Seller and any proposed transferee and it is the responsibility of Seller to find out what those restrictions are and to comply with such restrictions before selling any of the Purchase Shares;
(g)
Seller has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchase Shares and with respect to applicable resale restrictions, and is solely responsible (and Buyer is not in any way responsible) for compliance with:
(i)
any applicable laws of the jurisdiction in which it is formed or deemed resident in connection with the distribution of the Purchase Shares hereunder, and
(ii)
applicable resale restrictions;
(h)
Seller consents to the placement of a legend or legends on any certificate or other document evidencing any of the Purchase Shares setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105,ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS, ARE MET.
and:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(i)
Buyer has advised Seller that Buyer is relying on an exemption from the requirements to provide Seller with a prospectus and to sell the Purchase Shares through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Purchase Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to Seller; and
(j)
no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Purchase Shares.
(k)
Nothwithstanding Seller’s consent to inclusion of the first of the two restrictive legends reproduced in Section , above, Seller hereby represents, warrants, acknowledges and agrees that:
(i)
a subsequent trade in any of the Purchase Shares in or from any province or territory of Canada will be a distribution subject to the prospectus requirements of applicable securities laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing any of the Purchase Shares (or ownership statement issued under a direct registration system or other book entry system) bears the restrictive legend (the “51-105 Legend”) specified in Multilateral Instrument 51-105,Issuers Quoted In The U.S. Over-The-Counter Markets(“MI 51-105”);
(ii)
Seller undertakes not to trade or resell any of the Purchase Shares in or from Canada unless the trade or resale is made in accordance with MI 51-105;
(iii)
by executing and delivering this Agreement and as a consequence of the representations and warranties made by Seller in this Section , Seller directs the Buyer not to include the 51-105 Legend on any certificates representing any of the Purchase Shares to be issued to Seller and, as a consequence, Seller will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Purchase Shares in or from any jurisdiction of Canada will be a distribution subject to the prospectus requirements of applicable Canadian securities laws; and
(iv)
if Seller wishes to trade or resell any of the Purchase Shares in or from any jurisdiction of Canada, Seller agrees and undertakes to return, prior to any such trade or resale, any certificate representing any of the Purchase Shares to the Buyer’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Buyer’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.
2.8
Securities Law Representations
Seller hereby represents and warrants that:
(a)
it is a U.S. Person, as that term is defined in Rule 902(k) of Regulation S; and
(b)
it is an “accredited investor”, as that term is defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the 1933 Act and as that term is defined in Section 1.1 of National Instrument 45-106,Prospectus Exemptions, adopted by the Canadian securities regulators, and it has completed and submitted to Buyer a Canadian Investor Questionnaire and a U.S. Accredited Investor Certificate, each in the form attached to this Agreement as and , respectively.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this are true and correct as of the date hereof. For purposes of this , “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due enquiry.
3.1
Organization and Authority of Buyer; Enforceability
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.
3.2
No Conflicts; Consents
The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not:
(a)
violate or conflict with the articles of incorporation, by-laws or other organizational documents of Buyer; or
(b)
violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer.
No consent, approval, waiver or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.
3.3
Buyer’s Securities Law Acknowledgements
Buyer acknowledges that:
(a)
the Membership Interest has not been and will not be registered under the 1933 Act or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Rule 902(k) of Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;
(b)
Seller has not undertaken, and will have no obligation, to register the Membership Interest under the 1933 Act or any other applicable securities laws;
(c)
there are risks associated with the purchase of the Membership Interest;
(d)
Buyer has had a reasonable opportunity to ask questions of, and receive answers from, Seller and the Company in connection with the distribution of the Membership Interest hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
(e)
any resale of the Membership Interest by Buyer will be subject to resale restrictions contained in the securities laws applicable to Buyer, the Company and any proposed transferee and it is the responsibility of Buyer to find out what those restrictions are and to comply with such restrictions before selling the Membership Interest;
(f)
Buyer has been advised to consult Buyer’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Membership Interest and with respect to applicable resale restrictions, and it is solely responsible (and Seller is not in any way responsible) for compliance with applicable resale restrictions;
(g)
Buyer consents to the placement of a legend or legends on any certificate or other document evidencing any of the Membership Interest setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
(h)
no securities commission or similar regulatory authority has reviewed or passed on the merits of the Membership Interest.
3.4
Brokers
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
3.5
Legal Proceedings
There is no Action pending or, to Buyer’s knowledge, threatened against or by Buyer or any affiliate of Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.
ARTICLE 4
CLOSING DELIVERIES
4.1
Seller’s Deliveries
At the Closing, Seller shall deliver to Buyer the following:
(a)
Written consent from the sole member of Seller authorizing the transfer of the Membership Interest to Buyer.
(b)
Written consent from the all of the members of the Company authorizing the transfer of the Membership Interest to Buyer.
(c)
An Assignment of Membership Interest from Seller transferring all of the Membership Interest to Buyer.
(d)
A Canadian Accredited Investor Questionnaire in the form attached hereto as from Seller.
(e)
A U.S. Accredited Investor Certificate in the form attached hereto as from Seller.
(f)
A revised Members’ Schedule reflecting Buyer’s purchase of the Membership Interest and ownership interest in the Company.
4.2
Buyer’s Deliveries
At the Closing, Buyer shall deliver the following to Seller:
(a)
A share certificate representing 1,000,000 Purchase Shares registered to Seller.
(b)
A certificate of the Secretary of Buyer certifying as to the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorizes the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
ARTICLE 5
INDEMNIFICATION
5.1
Survival of Representations and Covenants
All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing.
5.2
Indemnification By Seller
Seller shall defend, indemnify and hold harmless Buyer, its affiliates (including the Company from and after the Closing Date) and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements (a “Loss”), arising from or relating to:
(a)
any inaccuracy in or breach of any of the representations or warranties of Seller, contained in this Agreement or any document to be delivered hereunder; or
(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller, pursuant to this Agreement or any document to be delivered hereunder.
5.3
Indemnification By Buyer
Buyer shall defend, indemnify and hold harmless Seller from and against all Losses arising from or relating to:
(a)
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder; or
(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder.
5.4
Indemnification Procedures
Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).
5.5
Payments
Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this , the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to the then prevailing prime lending rate of interest charged by Toronto-Dominion Bank to commercial customers in the City of Vancouver, British Columbia. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.
5.6
Effect of Investigation
Buyer’s right to indemnification or other remedy based on the representations, warranties, covenants and agreements of Seller contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.
5.7
Cumulative Remedies
The rights and remedies provided in this are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
ARTICLE 6
MISCELLANEOUS
6.1
Expenses
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
6.2
Further Assurances
Following the Closing, each of the parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
6.3
Notices
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:
(a)
when delivered by hand (with written confirmation of receipt);
(b)
when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or
(c)
on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.
Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section ):
(d)
If toSeller:
Grassy Butte, LLC
72 Pelican Dr.
Rupert ID 83350
Attention:
Joel W. Young
Email:
joelyoungsix@gmail.com
with a copy to:
Richard Young
E-mail:rcyoungthree@gmail.com
(e)
If toBuyer:
Fortem Resources Inc.
815 8th Avenue S.W., Suite 700
Calgary, AB T2P 3P2
Attention: Michael Caetano
E-mail: mcaetano@fortemresources.com
with a copy to:
Clark Wilson LLP
900 – 885 West Georgia Street
Vancouver, B.C. Canada V6C 3H1
Attention:
Cam McTavish
E-mail: CMcTavish@cwilson.com
6.4
Headings
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
6.5
Severability
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
6.6
Entire Agreement
This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in documents to be delivered hereunder, the statements in the body of this Agreement will control.
6.7
Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
6.8
No Third-Party Beneficiaries
Except as provided in , this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
6.9
Amendment and Modification
This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
6.10
Waiver
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
6.11
Confidentiality
The existence, nature, terms and conditions of this Agreement are strictly confidential and shall not be disclosed by Seller in any manner or form, directly or indirectly, to any person under any circumstances.
6.12
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada and the federal laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule.
6.13
Submission to Jurisdiction
Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the State of Nevada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
6.14
Specific Performance
The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
6.15
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
FORTEM RESOURCES INC.
Per:
/s/ Michael Caetano
Authorized Signatory
Name:
Michael Caetano
Title:
Chief Executive Officer
GRASSY BUTTE, LLC
Per:
/s/ Joel W. Young
Authorized Signatory
Name: Joel W. Young
Title:
Managing Member
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Schedule A – Description of the Property
Lands
Company holds a 100% interest in and to the Title Documents, as defined below (including, without limitation, Alberta Crown PNG or Oil Sands Leases), in respect of the lands set out on the next page:
For the purposes of this Schedule A, the term “Title Documents” means, collectively, any and all certificates of title, leases, reservations, permits, licences, assignments, trust declarations, 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.
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Exhibit A
CANADIAN INVESTOR QUESTIONNAIRE
(ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK,
NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND, QUEBEC, AND SASKATCHEWAN)
