By and Between
CASCADIA ENERGY CORP.
ST. HELENS ENERGY, LLC
Dated as of August 12, 2005
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT is made as of this 12 th day of August, 2005, to be effective June 15, 2005, BY AND BETWEEN:
CASCADIA ENERGY CORP., (hereinafter "Cascadia"), a company organized under the laws of the State of Washington, with its principal offices at 11916 - 59 Ave. West, Mukilteo, Washington 98275; and ST. HELENS ENERGY, LLC (hereinafter "St. Helens"), a limited liability company organized under the laws of the State of Washington with its principal offices at Level 10, International House, 26 St. George's Terrace, Perth, Western Australia 6000.
A. Cascadia and St. Helens are in the business of oil and gas exploration, production and development, primarily coalbed methane development.
B. Cascadia has entered into a Letter of Intent ("LOI") with Weyerhaeuser Company covering the Cedar Creek Project Area ("Cedar Creek"), located in Cowlitz, Lewis and Skamania Counties, Washington
C. The Cedar Creek LOI covers 100,000 acres of Weyerhaeuser fee minerals and additional acreage in which Weyerhaeuser owns the surface estate but not the minerals. In addition, the Cedar Creek LOI includes a 36-month right of first refusal in favor of Cascadia on approximately 250,000 additional mineral acres owned by Weyerhaeuser. Cascadia is obligated to pay a $100,000 option fee to earn the right to lease all of the 100,000 acres within the Cedar Creek Project Area in individual leases of no less than 640 acres each and no more than 50,000 acres each. The option period can be extended for one additional year if Cascadia elects to undertake a work commitment of $285,715 pertaining to the 100,000 acres, proportionately reduced if Cascadia elects to evaluate less than the entire 100,000 acres or, in lieu of the work commitment, agrees to pay Weyerhaeuser $285,715, proportionately reduced if Cascadia elects to evaluate less than the full 100,000 acres. If Cascadia fails to spend the entire $285,715 prorated work commitment, it will owe the unspent portion as liquidated damages to Weyerhaeuser. In the event Cascadia elects to extend the option period, it is required to post a letter of credit in the amount of the $285,715, proportionately reduced if the work commitment is less than the full 100,000 acres, but in no event less than 50,000 acres.
D. The Parties have decided to form a joint venture (the "Joint Venture") for the purpose of jointly acquiring, evaluating and developing the Cedar Creek Project Area.
E. The Parties have agreed to regulate their relationship with each other with respect to the Joint Venture in the manner described in this Agreement.
F. The Parties have also agreed to enter into an A.A.P.L. Form 610-1989 Model Form Operating Agreement to govern the joint operations of the parties on the Joint Venture Property.
NOW , THEREFORE , in consideration of the premises, the mutual covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and adequacy of which the Parties acknowledge , the Parties agree as follows:
1.1 General Purpose and Scope . Subject to and upon the terms and conditions hereinafter set forth, the Parties hereby agree to establish a joint venture. Notwithstanding anything to the contrary in this Agreement, absent further written agreement by the Parties, the activities of the Joint Venture shall be limited to the acquisition, evaluation, and development of certain oil and gas rights within the Cedar Creek Project Area.
1.2 Duties of Parties . The only duties of the Parties to the Joint Venture or to each other in connection with the Joint Venture shall be those established in this Agreement and other agreements between the Parties, and there shall be no other express or implied duties of the Parties to the Joint Venture or to each other in connection with the Joint Venture.
1.3 Liability of Parties Except as provided herein or as otherwise provided by law, no Party, as such, shall have any personal liability whatsoever to the Joint Venture, any of the other Parties or any of the creditors of the Joint Venture for the debts, liabilities, contracts or other obligations of the Joint Venture or any of the Joint Venture's losses beyond such Party's contributions to the Joint Venture.
(a) As long as this Joint Venture Agreement has not expired or been lawfully terminated, neither Cascadia nor St. Helens nor any of their Affiliates shall engage in or possess an interest in any business venture engaged in exploration, production and development of oil and gas, independently or with others, that might compete with the business of the Joint Venture within the Cedar Creek Project Area.
(b) Except as provided in Section 1.4(a), the Parties may, during the term of the Joint Venture, engage in and possess an interest for their respective accounts in other business ventures, in other areas, of every nature and description, independently or with others, even if such ventures competes with the Joint Venture, and neither the Joint Venture nor any Party shall have any right in or to said independent ventures or any income or profits derived from said independent ventures. Although the Parties recognize that the Joint Venture may be viewed by the U.S. Internal Revenue Service as a partnership for U.S. federal income tax purposes, the Parties do not intend for the Joint Venture to constitute a partnership for any other purpose.
(c) No Party or member of the Management Committee shall be required to devote his, her or its full business time and attention to the affairs of the Joint Venture, unless such Person expressly agrees otherwise in this Agreement or another written agreement.
Unless the context otherwise specifies or requires, the terms defined in this Article 2 shall, for the purposes of this Agreement, have the meanings specified in this Article 2. Certain other capitalized terms are defined elsewhere in the Agreement. All defined terms may be used in the singular or the plural, as the context requires.
" Affiliate " means, when used with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person, (ii) any Person that is an officer, partner or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity
" Agreement " means this Joint Venture Agreement, as it may be amended or supplemented from time to time.
"Budget or Budgets" shall mean the Budget or Budgets described in Article 3.4.
" Business Day " means any day except a Saturday, Sunday, or other day on which commercial banks in the United States of America are authorized or required by law to close.
"Cedar Creek LOI" That certain Letter of Intent dated June 15, 2005, between Weyerhaeuser Company and Cascadia, as amended, attached hereto as Exhibit "A".
"Cedar Creek Project Area" means those lands described on Exhibit "A" to the Cedar Creek LOI.
"Confidential Information" means all information that is disclosed orally or in writing by any Party to any other Party, either directly or through Affiliates of either or both, whether or not marked as "Confidential," which relates in any way to customers, procedures, methods, designs, strategies, plans, assets, liabilities, costs, revenues, profits, organization, employees, agents, or business in general; provided, however, that the following shall not be deemed Confidential Information: (i) information which is or becomes available to the public or to the industry without the fault or negligence of the receiving Party; (ii) information which was already in the possession of the receiving Party, provided that Party is able to prove such prior possession; (iii) information which is subsequently received by the receiving Party from a third party who is not itself in breach of a duty of confidentiality toward the disclosing Party or its Affiliates; (iv) information which is independently developed by the receiving Party, provided that Party is able to prove such independent development; or (v) technical information developed through the joint efforts of the Parties or through the joint funding of the Parties, which may be used by a Party for its own business purposes.
"Dollars" or "$" means the United States Dollar currency.
" Effective Date " means June 15 th , 2005.
"Joint Operating Agreement" means an A.A.P.L. Form 610-1989 Model Form Operating Agreement to be entered into between the Parties covering the Cedar Creek Project Area, in substantially the form attached hereto as Exhibit "B".
" Joint Venture " means the joint venture formed pursuant to the terms of this Agreement.
"Joint Venture Property" means all lands contained within the Cedar Creek Project Area.
"Management Committee" means the committee composed of representatives of the Parties exercising overall supervision and control of the business of the Joint Venture pursuant to Article 3 and the implementation of this Agreement.
" Parties " means Cascadia and St. Helens.
" Percentage Interest " means, with respect to any Party, such Party's ownership interest in the Joint Venture, as set forth in Article 4.1 and as may be adjusted, from time to time.
" Person " means any natural person, corporation, limited liability company, association, partnership (whether general or limited), joint venture, proprietorship, governmental agency, trust, estate, custodian, nominee or any other individual or entity, whether acting in an individual, fiduciary, representative or other capacity.
"Prospect Area or Prospect Areas" shall have the meaning ascribed to them in Article 5.4.
3.1 Management Committee . The Parties hereby establish a Management Committee to meet periodically to discuss the overall management, policies, objectives, procedures, methods and actions to be taken by the Parties under this Agreement. The purpose of the Management Committee is to provide a forum for an exchange of ideas, suggestions, information and technical and engineering data between the Parties regarding the evaluation and development of the Joint Venture Property. Both Parties acknowledge and agree that they are obligated to contribute their proportionate shares of the $100,000 option fee and prorata shares of the $285,715 work commitment for the Cedar Creek Project Area. Additional expenditures will be governed by other provisions of this Agreement or the Joint Operating Agreements.
3.2 Composition of Management Committee . Cascadia and St. Helens shall each initially appoint one member to the Management Committee. Each party may also appoint one or more alternates to act in the absence of a regular member. Additional members may be added to the Management Committee by mutual agreement of the Parties, with each Party being equally represented.
3.3 Meetings . Meetings of the Management Committee shall be held quarterly, or at such other times, and in such manner as the Management Committee may decide, at a location to be determined by the mutual consent of the Parties. In lieu of meetings, the Management Committee may hold telephone conferences to discuss any and all matters.
3.4 Budgets The Management Committee shall establish budgets , as follows:
a. Cedar Creek Project Area . Cascadia, in consultation with the Management Committee, shall prepare three-month, six-month, and one year Budgets in conjunction with the initial work study period and the $285,715 work commitment provided for in the Cedar Creek LOI. These Budgets shall be prepared and distributed to the Parties on or before August 30, 2005.
b. Work Programs . In conjunction with preparation of the Budgets, Cascadia, upon consultation with the Management Committee, will also prepare detailed work programs for the Cedar Creek Project Area, which may