EXHIBIT 10.5
CONVEYANCE AGREEMENT AMONG 1289307 ALBERTA LTD. AND
1286664 ALBERTA LTD. DATED DECEMBER 21, 2006
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GENERAL CONVEYANCE
THIS AGREEMENT made this 21st day of December, 2006;
BETWEEN:
1286664 ALBERTA LTD. a body corporate incorporated under
the laws of the Province of Alberta (the "VENDOR")
- and -
1289307 ALBERTA LTD., a body corporate incorporated under
the laws of the Province of Alberta (the "PURCHASER")
WHEREAS the
shareholders and directors of the Vendor and the Purchaser
have resolved to
transfer, assign and
convey the Assets from the Vendor to the
Purchaser;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the
covenants and
agreements herein
contained (the receipt and
sufficiency of which
are hereby acknowledged by each of the parties), the
parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1
DEFINITIONS
Whenever used in this
Agreement,
unless there is something in the
subject matter or context inconsistent therewith, the following words and terms
shall have the respective meanings ascribed to them as follows:
"ASSETS" means all
right, title and interest of the Vendor in the
Letter Farmout Agreement dated December 12, 2006 between the Vendor
and
Bounty Developments
Ltd. as set forth in
Schedule "A" relating to the
Petroleum and Natural Gas Rights;
"LANDS" means
the lands set forth
and described in Schedule "B",
insofar as rights to the Petroleum Substances underlying those Lands
are granted by the Leases;
"LEASES" means,
collectively,
the leases, reservations, permits,
licenses, certificates
of title or other
documents of title set forth
and described in Schedule "B" (or any replacement thereof, renewal or
extension thereof or
leases derived
therefrom) by virtue of which the
holder thereof is
entitled to drill for,
win, take, own and remove
Petroleum Substances
within, upon or under all or any part of the
Lands;
"PETROLEUM AND NATURAL
GAS RIGHTS" means the
Vendor's entire
right,
title, estate and
interest in and to the Lands and the Leases
as set
forth in Schedule "B";
CAL01:261003:v2
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-2-
"PETROLEUM
SUBSTANCES"
means petroleum,
natural
gas, related
hydrocarbons and
any other substances, whether liquid, solid or
gaseous, produced in
association with such
petroleum, natural gas
or
related hydrocarbons,
insofar as rights to the same are granted by way
of the Leases; and
"PROMISSORY NOTE"
means the promissory note substantially in the form
as attached hereto as Schedule "C".
1.2 NUMBERS
AND GENDER
In this Agreement,
words importing the singular
number include the
plural and vice versa and words importing gender include the
masculine, feminine
and neuter genders.
1.3
REFERENCES
The table of contents and headings in this Agreement are for
convenience of
reference only and shall not affect the construction or
interpretation of this Agreement. A reference herein to an article,
section or
subsection without further reference shall be a reference to an
article, section
or subsection of this Agreement.
1.4 CHOICE OF
LAW
This agreement
is
