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Exhibit 2.2
WESTLINKS RESOURCES LTD.
370, 800 - 6TH AVENUE S.W.
CALGARY, ALBERTA T2P 3G3
(403) 261-2686
FAX: (403) 2704
August 12, 1999
Wells Gray Resort & Resources Ltd.
930, 300 - 5th Avenue S.W.
Calgary, Alberta T2P 3C4
Attention: Thomas J. Jacobsen, President
Dear Tom:
RE: ACQUISITION OF 759795 ALBERTA LTD.
As you know, we recently asked you to serve on the Board of Directors of
Westlinks Resources Ltd. ("Westlinks") in order to utilize your years of
experience and expertise in the oil and gas industry. Further to our recent
discussions, we have determined that it is in Westlinks' best interests to
pursue its business objectives through the company to which you are contracted
to provide your expertise, knowledge, and industry contacts to carry out the
business of the company, including without limitation the acquisition and
disposition of oil & gas assets, acting as the operator of oil & gas assets,
both on its own behalf and as contract operator for third parties; and planning
and carrying out drilling operations, including the design of turnkey drilling
programs, both on its own behalf and as contract operator for third parties.
Accordingly, this letter will serve as the agreement between your holding
company, Wells Gray Resort & Resources Ltd. ("Wells Gray") and Westlinks for
Westlinks to acquire all of the issued and outstanding shares of 759795 Alberta
Ltd. (the "Corporation"):
1. DEFINITIONS
In this Agreement, the following words and phrases shall have the following
meanings:
(a) "Assets" means the assets of the Corporation, consisting of the Chevron
Agreement, the Oil & Gas Offers, the Management Contract and the Option
Agreement;
(b) "Chevron Agreement" means the letter agreement dated July 23, 1999 between
Chevron Canada Resources Ltd. and Wells Gray for the acquisition by Wells
Gray of certain oil and gas assets in the Bigoray area;
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Wells Gray Resort & Resources Ltd.
August 12, 1999
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(c) "Corporation" means 759795 Alberta Ltd.;
(d) "Effective Date" means the 12th day of August, 1999;
(e) "Financial Statements" means the unaudited financial statements of the
Corporation for the period ended July 31, 1999;
(f) "Management Contract" means the management contract dated effective March
1, 1999 between Wells Gray and the Corporation.
(g) "Offers" collectively means the CHEVRON/Bigoray Offer, the MOBIL/Wayne
Rosedale Offer, the GULF/Twining Offer and the Marathon/Twining Offer for
which notices have been given to the Corporation by Wells Gray pursuant to
the Option Agreement;
(h) "Option Agreement" means the option agreement dated effective March 1, 1999
between Wells Gray and the Corporation;
(i) "Shares" means all of the issued and outstanding shares of any class or
series in the capital stock of the Corporation owned by Wells Gray.
2. AGREEMENT FOR PURCHASE AND SALE
Wells Gray hereby agrees to sell and transfer all of its right and title and
interest in and to the Shares to Westlinks, and Westlinks hereby agrees to
purchase the Shares, subject to the terms and conditions set out herein.
3. CONSIDERATION
The aggregate consideration payable by Westlinks for the Shares is the sum of
Four Hundred Thousand Dollars ($400,000.00), receipt of which is hereby
acknowledged by Wells Gray.
4. REPRESENTATIONS AND WARRANTIES
(a) Wells Gray hereby represents and warrants to Westlinks, and acknowledges
that Westlinks is relying upon these representations and warranties in
purchasing the Shares, that as of the date hereof:
(i) the Shares constitute all of the issued and outstanding shares of all
classes or series in the capital stock of the Corporation;
(ii) there are no outstanding options or warrants, or any shares reserved
or set aside for issuance for any purpose, of any class or series of
shares in the capital stock of the Corporation;
(iii) there are no subsidiaries of the Corporation;
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Wells Gray Resort & Resources Ltd.
August 12, 1999
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(iv) the Financial Statements are true and accurate in all material
respects;
(v) there are no commitments or agreements to incur capital
expenditures or make acquisitions of any nature with respect to
either the Assets or the Corporation other than the Chevron
Agreement and the Offers;
(vi) there is no long term debt or secured debt respecting either the
Assets or the Corporation;
(vii) the Corporation's business have been conducted in all material
respects in accordance and in full compliance with all applicable
laws and regulations and in accordance with standard industry
practice;
(viii) the Assets are free and clear of all liens, adverse claims, charges
and encumbrances created by, through or under Wells Gray or the
Corporation;
(ix) there are no outstanding or threatened defaults, claims, actions or
disputes of any nature whatsoever respecting or pertaining to the
Corporation or any Assets;
(x) the Corporation has no outstanding contingent liabilities of any
nature whatsoever;
(xi) the Corporation is duly incorporated and validly subsisting under
the laws of Alberta and is qualified to carry on business in each
jurisdiction in which it is so required to be qualified;
(xii) Wells Gray has legal and beneficial title to the Shares, free and
clear of any liens, mortgages, hypothecations, or rights of any
nature whatsoever for any person (other than Westlinks) to acquire
the Shares or any of them or any interest of whatever nature
therein;
(xiii) Wells Gray has full right and authority to sell and transfer the
Shares pursuant to the terms and conditions of this Agreement;
(xiv) the sale of the Shares does not violate the terms and conditions of
the constating documents of Wells Gray or any agreement or document
to which it is a party or by which it is bound;
(xv) Wells Gray is not a non-resident of Canada within the meaning of
the Income Tax Act (Canada);
(xvi) the Financial Statements fairly present the financial condition of
the business of the Corporation as at the date thereof and the
Financial Statements have been prepared in accordance with
generally accepted accounting principles, applied on a consistent
basis, except as otherwise noted therein;
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Wells Gray Resort & Resources Ltd.
August 12, 1999
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(xvii) the Corporation has no employees and has no consultants or contract
workers other than pursuant to the Management Contract;
(xviii) the Corporation has no accrued or outstanding debts or liabilities
except trade accounts in the ordinary course of business and except
under the Chevron Agreement and the Management Contract;
(xix) the Corporation has not incurred any obligation or liability,
contingent or otherwise, for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation with respect to
the sale of the Shares, and Wells Gray has not incurred any
obligation or liability, contingent or otherwise, for brokerage
fees, finder's fees, agent's commissions or other similar forms of
compensation with respect to the sale of the Shares for which
either the Corporation or Westlinks shall be liable.
(b) Westlinks hereby represents and warrants to Wells Gray, and acknowledges
that it is relying upon these representations and warranties in selling the
Shares, that as at the date hereof:
(i) it has full right and authority to purchase the Shares and fulfil
its obligations pursuant to the terms and conditions of this
Agreement;
(ii) it is duly incorporated and validly subsisting under the laws of
the Province of Alberta and is qualified to carry on business in
each jurisdiction in which it is so required to be qualified;
(iii) the purchase of the Shares does not violate the terms and
conditions of the constating documents of Westlinks or any
agreement or document to which it is a party or by which it is
bound;
(iv) Westlinks is not a "non-Canadian" within the meaning of the
Investment Canada Act.
(c) The representations and warranties set out in subclauses (a) and (b) of
this Clause 4 shall continue in full force and effect and shall survive the
Closing for a period of one (1) year for the benefit of the party for whose
benefit such representations and warranties were made; provided that no
claim of action shall be commenced with respect to misrepresentation or
breach of warranty unless written notice specifying such misrepresentation
or breach in reasonable detail has been provided within sixty (60) days of
the end of such one year period to the party making such representation or
warranty.
(d) The representations and warranties set out in subclauses (a) and (b) of
this Clause 4 shall be deemed to apply to all other assignments,
conveyances, transfers and other documents conveying the Shares to
Westlinks, and there shall not be any merger of any of such representations
and warranties in such assignments, conveyances, transfers or other
documents, notwithstanding any rule of law, equity or statute to the
contrary, and all such rules are hereby waived.
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Wells Gray Resort & Resources Ltd.
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5. COVENANTS AND INDEMNITIES
(a) Wells Gray hereby undertakes and covenants to obtain and forthwith deliver
to Westlinks:
(i) resignations of all of the Directors and Officers of the Corporation
effective at the date hereof;
(ii) the minute books and all corporate, financial records and contracts of
the Corporation, including without limitation the Assets.
(b) Wells Gray hereby agrees to indemnify and save harmless Westlinks from and
against any costs, expenses, liabilities, claims or damages of whatever nature
arising or accruing to the account of the Corporation through August 11, 1999.
(c) Westlinks hereby agrees to indemnify and save harmless Wells Gray from and
against any costs, expenses, liabilities, claims or damages of whatever nature
arising or accruing to the account of the Corporation from and after August 12,
1999.
6. GENERAL
(a) JURISDICTION: This Agreement and the purchase and sale of the Shares shall
be governed by and construed in accordance with the laws of the Province of
Alberta.
(b) ENUREMENT: This Agreement shall enure to the benefit of and be binding upon
the parties hereto, their respective successors at law and permitted
assigns.
Yours truly,
WESTLINKS RESOURCES LTD.
/s/ Thomas S. Bamford
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Thomas S. Bamford, President and C.O.O.
AGREED TO and accepted this 12th day of August, 1999.
WELLS GRAY RESORT & RESOURCES LTD.
Per: /s/ Thomas J. Jacobsen
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Thomas J. Jacobsen, President
