Item 1.01 Entry into a Material Definitive Agreement
Under the Purchase Agreement, and subject to and in accordance with the terms and conditions of the Purchase Agreement, a fifty-five percent (55%) working interest in the title, estate and interest in and to the lands, the leases, the leased substances, all wells, facilities an pipelines, proprietary seismic data, equipment and material related thereto all as described in Schedule "A" of the Purchase Agreement.
Purchase Price and Payment
The Purchase Price shall be Two Million
(i) A cash sum of five hundred thousand dollars CDN (
$500,000), of which, an advance of $250,000has been paid to date. (ii) A promissory note for one hundred sixty thousand dollarsCDN ( $160,000) assigned to Vendor, having an interest rate of the Bank of Canada Primerate plus 2%, to be paid in full prior to December 31, 2014(Schedule "E"); and (iii) Issuance of common shares of Centor Energy Inc.amounting to a value of one million four hundred thousand sixty five dollarsCDN ( $1,465,000), based on the average trading value over the previous five days before closing. (iv) A formal commitment to apply three hundred fifty thousand dollarsCDN ( $350,000) to the completion of the Hatch pre-feasibility study and further modified Fischer analysis at Umatac, prior to December 31, 2014, on closing (Schedule "F").
The Purchase Agreement contains customary representations and warranties and pre and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability. The foregoing summary description of the terms of the License Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.