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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/27/21 Petrolia Energy Corp. 10-Q 6/30/19 79:5.7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 412K 2: EX-4.01 Instrument Defining the Rights of Security Holders HTML 25K 3: EX-10.19 Material Contract HTML 65K 4: EX-10.20 Material Contract HTML 23K 5: EX-10.21 Material Contract HTML 47K 6: EX-10.22 Material Contract HTML 65K 7: EX-10.23 Material Contract HTML 28K 9: EX-10.24 Material Contract HTML 36K 8: EX-10.25 Material Contract HTML 21K 10: EX-10.26 Material Contract HTML 27K 11: EX-10.27 Material Contract HTML 27K 12: EX-14.3 Code of Ethics HTML 94K 13: EX-31.1 Certification -- §302 - SOA'02 HTML 25K 14: EX-31.2 Certification -- §302 - SOA'02 HTML 26K 15: EX-32.1 Certification -- §906 - SOA'02 HTML 24K 16: EX-32.2 Certification -- §906 - SOA'02 HTML 24K 23: R1 Document and Entity Information HTML 51K 24: R2 Condensed Consolidated Balance Sheets HTML 111K 25: R3 Condensed Consolidated Balance Sheets HTML 40K (Parenthetical) 26: R4 Condensed Consolidated Statements of Operations HTML 100K and Comprehensive Loss (Unaudited) 27: R5 Condensed Consolidated Statements of Changes in HTML 88K Stockholders' Equity (Unaudited) 28: R6 Condensed Consolidated Statements of Cash Flows HTML 149K (Unaudited) 29: R7 Organization and Basis of Presentation HTML 26K 30: R8 Summary of Significant Accounting Policies HTML 29K 31: R9 Going Concern HTML 26K 32: R10 Evaluated Properties HTML 41K 33: R11 Notes Payable HTML 44K 34: R12 Related Party Notes Payable HTML 40K 35: R13 Derivative Financial Instruments HTML 36K 36: R14 Asset Retirement Obligations HTML 35K 37: R15 Equity HTML 43K 38: R16 Related Party Transactions HTML 28K 39: R17 Segment Reporting HTML 53K 40: R18 Revision of Prior Period Interim Financial HTML 45K Statements 41: R19 Subsequent Events HTML 36K 42: R20 Summary of Significant Accounting Policies HTML 31K (Policies) 43: R21 Evaluated Properties (Tables) HTML 40K 44: R22 Notes Payable (Tables) HTML 45K 45: R23 Related Party Notes Payable (Tables) HTML 42K 46: R24 Derivative Financial Instruments (Tables) HTML 39K 47: R25 Asset Retirement Obligations (Tables) HTML 35K 48: R26 Equity (Tables) HTML 43K 49: R27 Segment Reporting (Tables) HTML 52K 50: R28 Revision of Prior Period Interim Financial HTML 40K Statements (Tables) 51: R29 Evaluated Properties (Details Narrative) HTML 33K 52: R30 Evaluated Properties - 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EXHIBIT 10.24
LETTER AGREEMENT
This Letter Agreement (“Agreement”) is entered into on December 16, 2019, between:
Blue Sky Resources Ltd (“BSR”), a body corporate duly incorporated under the laws of the Province of Alberta, with corporate office at Suite 300, 840 6th Avenue SW, Calgary, AB T2P 3E5, Canada,
AND
Petrolia Canada Corporation (“Petrolia”), a body corporate duly incorporated under the laws of the Province of Alberta, with a mailing address located at #335, 1500 – 14th Street SW, Calgary, Alberta T3C 1C9, Canada.
(BSR and Petrolia may sometimes be referred to together as “Parties”, and individually as “Party”)
(All monetary terms are in Canadian Dollars)
RECITALS:
I. | WHEREAS, BSR is acquiring certain oil and gas producing properties (“Assets”) in Alberta, Canada, from Vermilion Energy Inc (“Vermilion”) for a purchase price of $5.5 Million under the terms of the Purchase and Sale Agreement (“PSA”) dated August 16, 2019 (PSA and Assets are attached as Exhibit A); and | |
II. | WHEREAS, BSR has been approved by Alberta Energy Regulator (“AER”) to be a License Holder of wells and facilities in Alberta. AER’s confirmation, dated November 15, 2019, is attached as Exhibit B; and |
C:
III. | WHEREAS, Petrolia desires to acquire a 50% interest in the Assets upon consummation of BSR’s transaction with Vermilion, subject to the conditions of the PSA; and | |
IV. | WHEREAS, BSR is willing to sell a 50% interest in the Assets to Petrolia. |
NOW THEREFORE, in consideration of the foregoing Recitals, the Parties enter into this Agreement under the terms and conditions as set forth below:
1. | Purchase Price: $2,750,000. | ||
● | Petrolia to remit the Purchase Price in cash, (less funds already paid) to DLA Piper Trust Account for Escrow Closing (currently scheduled for January 7, 2020). All cash and assignments shall be held in escrow until all documents are filed with AER and confirmation received from AER. Once such confirmation is received, cash is disbursed to Vermilion and Assignments are given to Petrolia for a 50% interest and to BSR and its other partners for the remaining 50% interest. | ||
2. | Interest Acquired: 50% of the Assets, subject to the terms of the PSA, to which Petrolia shall be bound. | ||
3. | Effective Date: June 1, 2019. All income from the Effective Date, less expenses, shall be credited to Petrolia. | ||
4. | Closing Date: The date when all the Parties receive their assignments, free of any encumbrances, and production credits from the Effective Date are disbursed. | ||
5. | Contingent Payment: As it is included in the PSA, Petrolia remains liable for 50% of a Contingent Payment to Vermillion in the amount of $3.5 Million (Petrolia’s share is $1.75 Million). As the timing of such payment is unknown, Petrolia retains an option to remove such liability by remittance of $350,000 within 3 months of Closing. Upon receipt of such payment BSR shall release Petrolia from any liability related to the Contingent Payment. |
C:
6. | Joint Operating Agreement (“JOA”): Petrolia shall be the Contract Operator of the Assets and all operations shall be governed by the terms of the JOA between Petrolia and the other Working Interest partners. | |
7. | Severability: the rights, duties, obligations, and responsibilities of BSR and Petrolia are several and not joint nor collective. | |
8. | Confidentiality: the terms of this Agreement must be held confidential by the Parties and shall not be divulged in any way to any third party by any one Party without the prior written approval of the other Party. | |
9. | Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of Alberta, Canada. | |
10. | Amendments: The Agreement may be amended only by mutual consent between the Parties. If any provision of this Agreement becomes invalid or unenforceable, the validity of other provisions shall not be affected. | |
11. | No Partnership: Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, constitute either Party as the agent of the other Party, nor authorize either of the Parties to make or enter into any commitments for or on behalf of the other Party. | |
12. | Prior Letter Agreements Void: This Agreement replaces any and all prior Letter Agreements between BSR and Petrolia regarding the Assets, and all such prior Letter Agreements are hereby voided. |
C:
IN WITNESS WHEREOF, the duly authorized representatives of the Parties have caused this Agreement to be executed as of the date first written above.
Blue Sky Resources Ltd. | Petrolia Canada Corporation | |||
Name: | Ilyas Chaudhary | Name: | Quinten Beasley | |
Position: | President and CEO | Position: | Sr. Vice President & Director |
C:
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/27/21 | 10-K, 10-Q | ||
1/7/20 | ||||
12/16/19 | ||||
11/15/19 | ||||
8/16/19 | ||||
For Period end: | 6/30/19 | 4 | ||
6/1/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/16/19 Petrolia Energy Corp. 10-K 12/31/18 98:17M M2 Compliance LLC/FA 5/10/19 Petrolia Energy Corp. 10-Q 9/30/18 64:4.9M M2 Compliance LLC/FA 2/25/19 Petrolia Energy Corp. 8-K:4,9 1/29/19 2:37K Loev Corp Filings Inc/FA 9/05/18 Petrolia Energy Corp. 8-K:1,2,3,8 8/31/18 4:640K Loev Corp Filings Inc/FA 7/06/18 Petrolia Energy Corp. 8-K:1,2,8 6/29/18 5:145K Loev Corp Filings Inc/FA 6/28/18 Petrolia Energy Corp. 10-Q 3/31/18 54:9.5M Loev Corp Filings Inc/FA 5/24/18 Petrolia Energy Corp. 8-K:8,9 5/21/18 5:133K Loev Corp Filings Inc/FA 5/01/18 Petrolia Energy Corp. 8-K:1,3,5,8 4/19/18 5:6.6M Loev Corp Filings Inc/FA 4/17/18 Petrolia Energy Corp. 10-K 12/31/17 76:10M Loev Corp Filings Inc/FA 11/23/15 Petrolia Energy Corp. 10-Q 9/30/15 31:1.8M Federal Filings, LLC/FA |