<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
OMB APPROVAL
-------------------------
OMB Number 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form.. 14.90
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Territorial Resources, Inc.
(Name of Issuer)
Common Stock (no par value)
(Title of Class of Securities)
881469 10 0
(CUSIP Number)
Brian A. Lingard, 1300 Main Street, Suite 1840,
Houston, Texas 77002; (713) 658-0850
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement X. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 881469 10 0 SCHEDULE 13D Page 2 of 2 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Asia Energy Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
A corporation organized under the laws of the Province of Alberta, Canada.
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 5,300,000
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,300,000
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.76%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, no par value (the
"Territorial Common Stock"), of Territorial Resources, Inc., a Colorado
corporation ("Territorial"). The principal executive offices and mailing
address of Territorial are 1300 Main Street, Suite 1840, Houston, Texas 77002.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Asia Energy Ltd., a corporation
organized under the laws of the Province of Alberta, Canada ("Asia Energy"),
whose principal business is holding oil and gas interests in Asia, and whose
principal business and principal office address is c/o Bennett Jones
Verchere, 4500, 885 - 2nd Street S.W., Calgary, Alberta, Canada T2P 4K7,
Attention: Mr. John F. Curran, Q.C.
The name, position with Asia Energy, address, citizenship and principal
occupation or employment of, and the percentage of the outstanding shares of
capital stock of Asia Energy owned by, each executive officer and director of
Asia Energy are as follows:
<TABLE>
<CAPTION>
Percent Owned of Outstanding
Name and Principal Occupation Shares of Capital Stock
Office Held Address Citizenship or Employment of Asia Energy
----------- ------- ----------- ------------- --------------
<S> <C> <C> <C> <C>
Daniel A. Mercier R.R. 1 Canada Chief Operating Officer 11.5%*
President and Okotoks, Alberta Chancellor Resources Inc.
Director Canada T0L 1T0 950, 333 - 5th Ave. S.W.
Calgary, Alberta
Canada T2P 3B6
R.A.N. Bonnycastle Suite 4615 Canterra Tower Canada President 14.5%
Director 400 - 3rd Ave. S.W. Cavendish Investing Ltd.
Calgary, Alberta Suite 4615 Canterra Tower
Canada T2P 4H2 400 - 3rd Ave. S.W.
Calgary, Alberta
Canada T2P 4H2
John F. Curran, Q.C. 4500, 855 - 2nd Street, S.W. Canada Lawyer 0%
Director Calgary, Alberta Bennett Jones Verchere
Canada T2P 4K7 4500, 8 55 - 2nd Street S.W.
Calgary, Alberta
Canada T2P 4K7
Joseph A. Mercier Site 30, Box 5, R.R.8 Canada President 10.0%**
Director Calgary, Alberta Universal Gas Inc.
Canada T2J 2T9 910 - 7th Ave. S.W.
Calgary, Alberta
Canada T2P 3N8
All Directors and 36.0%
Officers as a Group
</TABLE>
__________________
*Of such shares, 10% are held by the wife of Daniel A. Mercier. Mr. Mercier
is the son of Joseph A. Mercier. In addition, Daniel A. Mercier's brother
owns 2% of the outstanding shares of capital stock of Asia Energy. Daniel
Mercier disclaims beneficial ownership of the shares of capital stock of Asia
Energy held by his father and brother.
**See * above. Joseph A. Mercier disclaims beneficial ownership of the
shares of Asia Energy owned by either of his sons or the wife of Daniel A.
Mercier.
During the last five years, neither Asia Energy nor any of the natural
persons named above in this Item 2: (a) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) was
a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
1
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 5,300,000 shares (the "Shares") of Territorial Common Stock were
acquired by Asia Energy as a result of its exercise of rights under an Option
Agreement, dated the 30th day of November, 1995, by and between Canadian
Conquest Exploration Inc., a corporation organized under the laws of the
Province of Alberta, Canada ("Canadian Conquest"), and Daniel A Mercier. Mr.
Mercier assigned his rights under such Option Agreement to Asia Energy
(formerly known as 668347 Alberta Ltd.) pursuant to an Assignment and
Novation Agreement, dated as of the 7th day of December, 1995, by and among
Canadian Conquest, Mr. Mercier and Asia Energy.
The purchase price for the Shares consisted of the cash payment of
$450,000 (Canadian), which cash payment was paid from the working capital of
Asia Energy.
ITEM 4. PURPOSE OF TRANSACTION
Asia Energy acquired the Shares for investment purposes. See Item 3,
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1, above beneficially owned by Asia Energy is
5,300,000 shares (previously defined as the "Shares") of Territorial Common
Stock, which represents approximately 25.76% of the outstanding shares of
Territorial Common Stock as of January 10, 1996. None of the natural persons
named in Item 2, above beneficially owns any shares of Territorial Common
Stock, other than in connection with such person's relationship with Asia
Energy, as described under Item 2, above. Each such person disclaims
beneficial ownership of the Shares owned by Asia Energy.
(b) Asia Energy has the sole power to vote and to dispose of the Shares.
None of the natural persons has the sole power to vote or to direct the vote,
or the sole power to dispose or to direct the disposition of the Shares. No
such natural person shares power to vote or to direct the vote of the Shares,
nor does any such natural person share power to dispose or to direct the
disposition of the Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to the securities of Territorial
Resources required under Item 6 to be disclosed.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Option Agreement, dated the 30th day of November, 1995, by
and between Canadian Conquest Exploration Inc. and
Daniel A. Mercier
Exhibit 99.2 Assignment and Novation Agreement, dated as of the 7th day
of December, 1995, among Canadian Conquest Exploration Inc.,
Daniel A. Mercier and Asia Energy Ltd. (formerly known
as 668347 Alberta Ltd.)
2
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 10, 1996
ASIA ENERGY LTD.
By: s/ Daniel A. Mercier
-------------------------
Name: Daniel A. Mercier
--------------------
Title: President
--------------------
3
<PAGE>
OPTION AGREEMENT
MEMORANDUM OF AGREEMENT made the 30th day of November, 1995,
BETWEEN:
CANADIAN CONQUEST EXPLORATION INC., a corporation duly incorporated
under and governed by the laws of the Province of Alberta and having
its head office in the City of Calgary, in the Province of Alberta
(hereinafter referred to as "Conquest")
OF THE FIRST PART,
- and -
DANIEL A. MERCIER, an individual residing near the Town of Okotoks,
in the Province of Alberta (hereinafter referred to as "Mercier")
OF THE SECOND PART.
WHEREAS Conquest has, pursuant to a letter offer dated November 3, 1995
and accepted by Mercier on the same date, approved and authorized the
granting to Mercier of an irrevocable option, exercisable by Mercier at any
time prior to December 31, 1995, to purchase 5,300,000 common shares in the
capital of Territorial Resources, Inc. registered in the name of Conquest for
an aggregate cash consideration of $450,000 in Canadian funds;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT for and in consideration of
the mutual covenants and agreements herein contained and the sum of $1.00 now
paid by Mercier to Conquest (the receipt and sufficiency of which is hereby
acknowledged by Conquest), it is agreed by and between the parties hereto as
follows:
ARTICLE I
INTERPRETATION
1.1 Where used herein or in any amendments hereto, the following terms shall
have the following meanings respectively:
"agreement", "this agreement", "hereto", "herein", "hereby", "hereunder",
"hereof" and similar expressions refer to this agreement and not to any
particular Article, Section, subsection, clause, subdivision or other portion
hereof and include any and every amending agreement and agreement
supplemental or ancillary hereto;
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"Business Day" means any day excepting a Saturday, Sunday or statutory
holiday in the Province of Alberta;
"Exercise Price" shall have the meaning attributed thereto in Section 2.1;
"Expiry Date" shall have the meaning attributed thereto in Section 2.2;
"Option" shall have the meaning attributed thereto in Section 2.1;
"Territorial" means Territorial Resources, Inc., a corporation incorporated
and governed by the laws of the State of Colorado; and
"Territorial Shares" shall have the meaning attributed thereto in Section 2.1.
1.2 Words importing the singular number only shall include the plural, and
vice-versa, words importing the masculine gender shall include the feminine
gender and neuter gender, and vice-versa, and words importing persons shall
include a natural person, firm, trust, partnership, association, corporation,
joint venture or government (including any governmental board, agency or
instrumentality thereof).
1.3 The division of this agreement into Articles and Sections and the
insertion of recitals and Article headings are for convenience of reference
only and shall not affect the interpretation or construction of this
agreement. Unless something in the subject matter or context is inconsistent
therewith, references herein to Articles and Sections are to Articles and
Sections of and to this agreement.
1.4 Unless otherwise specified in this agreement, when calculating the
period of time within which or following which any act is to be done or step
taken pursuant to this agreement, the date which is the reference day in
calculating such period shall be excluded and the day upon which such act is
to be done or step taken shall be included. If the last day of such period
is not a Business Day, the period in question shall end on the next Business
Day.
1.5 In the event that any date on which any action is required to be taken
hereunder by any of the parties hereto is not a Business Day, such action
shall be required to be taken on the next succeeding day which is a Business
Day.
1.6 This agreement shall be construed and enforced in accordance with and
the rights of the parties hereto shall be governed by the laws of the
Province of Alberta and the laws of Canada applicable therein and the parties
do hereby irrevocably attorn to the jurisdiction of the Courts of the
Province of Alberta.
ARTICLE II
OPTION
2.1 Subject to the terms and conditions hereof, Conquest hereby grants to
Mercier the sole and exclusive option (the "Option") to purchase all, but not
less than all, of the 5,300,000 common shares in the capital of Territorial
registered in the name of Conquest (the "Territorial Shares") for an
aggregate cash consideration of $450,000 in lawful money of Canada (the
"Exercise Price") payable, subject as hereinafter provided, to Conquest.
<PAGE>
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2.2 The Option shall be irrevocable and may be exercised at any time prior
to 4:30 o'clock in the afternoon (Calgary time) on December 31, 1995 (the
"Expiry Date") by Mercier giving written notice to Conquest in accordance
with Section 6.1.
2.3 The Option is expressly subject to, and conditional upon, the completion
of the acquisition by Brooke Capital Corporation, on behalf of Brooke Energy
Fund, Citibank Canada and Eos Partners, L.P. on or before the Expiry Date of
an aggregate of 9,250,000 common shares in the capital of Conquest at a price
of $0.65 each to be issued by way of private placement for an aggregate cash
consideration of $6,012,500.
2.4 The Option shall expire at 4:30 o'clock in the afternoon (Calgary time)
on the Expiry Date and terminate and be of no further force and effect
whatsoever.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Conquest represents and warrants as follows to Mercier and acknowledges
and confirms that Mercier is relying on such representations and warranties
in connection with the grant of the Option and the purchase by Mercier of the
Territorial Shares upon exercise of the Option:
3.1 Conquest has the corporate power and capacity to enter into and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this agreement and the transactions contemplated herein. This
agreement, when duly executed and delivered by Conquest, will be valid and
binding obligation of Conquest enforceable against it in accordance with its
terms, subject only to the effect of any applicable bankruptcy and other laws
of general application affecting the enforcement of creditors' rights and the
effect of general principles of equity.
3.2 Conquest owns beneficially and of record the Territorial Shares and,
subject only to this agreement, the Territorial Shares are free and clear of
all mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever.
3.3 Except for this agreement, no person, firm or corporation has any
written or oral agreement, option, understanding or commitment, or any right
or privilege (whether by law, pre-emptive or contractual) capable of becoming
an agreement or option for the purchase of any of the Territorial Shares.
3.4 No authorization, consent or approval from, or filing, registration,
declaration or qualification with, or before, or giving notice to, any person
is required to be obtained, given or made for the execution and delivery by
Conquest of this agreement, the performance of the terms hereof or the
consummation of the transactions contemplated hereby except for those which
have been duly and unconditionally obtained and are in full force and effect.
3.5 Conquest is granting the Option and selling the Territorial Shares owned
by it pursuant to exemptions from prospectus and securities registration
requirements available under applicable securities legislation and shall
deliver to Mercier such further particulars of the exemptions and Conquest's
qualification thereunder as Mercier may reasonably request.
<PAGE>
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3.6 The entering into of this agreement by Conquest and the transactions
contemplated hereby will not result in the violation of any of the terms and
provisions of the constating documents or by-laws of Conquest or of any
indenture or other agreement, written or oral, to which Conquest may be a
party or by which it is bound or of any law or regulation applicable to
Conquest.
Mercier represents and warrants as follows to Conquest and acknowledges
and confirms that Conquest is relying on such representations and warranties
in connection with the grant of the Options.
3.7 Mercier has disclosed to Conquest all material information known to him
respecting Territorial and the valuation of the Territorial Shares.
ARTICLE IV
CLOSING
4.1 The Closing of the sale of the Territorial Shares shall take place on or
before the fifth Business Day following the day upon which the Option is
exercised. The closing shall take place at 10:00 o'clock in the morning at
the offices of Conquest or as may be otherwise agreed by Conquest and Mercier.
4.2 In the event of and upon exercise of the Option, Conquest shall at its
own expense prepare and execute all documents and take all such steps and
proceedings as are reasonably necessary to enable Conquest to vest a good and
marketable title in Mercier to the Territorial Shares, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances and demands whatsoever.
4.3 At closing:
(a) Mercier shall pay the Exercise Price to Conquest or as it may direct
by way of certified cheque or bank draft;
(b) Conquest shall deliver the share certificates for the Territorial
Shares to Mercier duly endorsed in blank for transfer, together
with such other conveyancing documentation in connection with the
sale of Territorial Shares by Conquest as Mercier may reasonably
require; and
(c) Conquest shall deliver to Mercier its certificate under its corporate
seal duly executed by its President that the representations and
warranties of Conquest contained in this agreement are true and
correct at the time of closing on the closing date with the same
force and effect as if such covenants, representations and warranties
were made at and as of such time.
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ARTICLE V
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1 The representations and warranties of Conquest contained in this
agreement and contained in any document or certificate given pursuant hereto
shall survive the exercise of the Option herein provided for and,
notwithstanding such exercise or any investigation made by or on behalf of
Mercier, shall continue in full force and effect for the benefit of Mercier.
ARTICLE VI
GENERAL
6.1 Any notice or other instrument required or permitted to be given
hereunder shall be in writing and may be given by mailing (postage prepaid)
or delivering the same addressed:
(a) to Conquest at:
Canadian Conquest Exploration Inc.
1100, 736 - 8th Avenue S.W.
Calgary, Alberta
T2P 1H4
Attention: President
Telephone: (403) 260-6336
Telecopy: (403) 264-2825
(b) to Mercier at:
Daniel A. Mercier
RR #1
Okotoks, Alberta
T0L 1T0
Telephone: (403) 938-2439
Any notice, direction or other instrument aforesaid if delivered shall
be deemed to have been given or made on the date on which it was delivered or
if mailed shall be deemed to have been given or made on the fifth Business
Day following the date on which it was mailed.
Conquest or Mercier may change their address for service from time to
time by notice given in accordance with the foregoing.
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6.2 Time shall be of the essence of this agreement.
6.3 This agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and both of which
together shall constitute one and the same agreement.
6.4 This agreement constitutes the entire agreement between the parties
hereto. The letter dated November 3, 1995 from Conquest and accepted by
Mercier on the same date is hereby terminated and shall be of no further
force and effect as between the parties. This agreement may not be amended
or modified in any respect except by written instrument signed by the parties
hereto.
6.5 This agreement shall enure to the benefit of and be binding upon the
parties hereto, the heirs, executors, administrators and assigns of Mercier
and the successors and assigns of Conquest, but shall not be assignable by
either of the parties hereto without the written consent of the other party
hereto. Notwithstanding the foregoing, the rights of Mercier hereunder and
the benefit of this agreement are assignable to any corporation which is an
associate (as such term is defined in the Securities Act (Alberta)) of
Mercier provided that upon such assignment such corporation shall be novated
into this Agreement and all its provisions shall enure to the benefit of and
be obligatory upon such corporation and Mercier shall, to the extent of such
assignment, be released and discharged from all obligations and liabilities
hereunder. Mercier shall deliver to the Corporation such documents as it may
reasonably require to substantiate such assignee's status as an associate of
Mercier.
6.6 In the event of the exercise of the Option by Mercier, Conquest will
from time to time on and after the closing date referred to in section 5.1
execute and deliver at its cost all such other and additional instruments,
notices and other documents and shall do such other acts and things as may be
reasonably requested by Mercier to fully effect the transfer of the
Territorial Shares to Mercier and otherwise to assure the carrying out of the
intent and purpose of this agreement.
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6.7 It is understood and agreed that in executing this agreement, Mercier
assumes no responsibility, obligation or liability to exercise the Option or
purchase the Territorial Shares and in the event Mercier shall fail to give
the notice referred to in section 2.2, this agreement shall at the Expiry
Date be and become absolutely null, void and of no effect and the parties
hereto shall be released from all obligations contracted hereunder to the
same extent as if this agreement had not been executed.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto as of the date and year first above written.
CANADIAN CONQUEST
EXPLORATION INC.
Per:
------------------------------
Per:
------------------------------
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
)
- ---------------------------- ) -----------------------------------
Witness ) DANIEL A. MERCIER
<PAGE>
ASSIGNMENT AND NOVATION AGREEMENT
This Agreement made as of 7th day of December, 1995
BETWEEN:
CANADIAN CONQUEST EXPLORATION INC., a corporation duly
incorporated under and governed by the laws of the Province
of Alberta and having its head office in the City of Calgary,
in the Province of Alberta ("Conquest")
- and -
DANIEL A. MERCIER, an individual residing near the Town of
Okotoks, in the Province of Alberta ("Assignor")
- and -
668347 ALBERTA LTD., a corporation duly incorporated under and
governed by the Province of Alberta ("Assignee")
WHEREAS Conquest and Mercier (the "Assignor") are parties to an Option
Agreement dated November 30, 1995 (the "Option Agreement").
AND WHEREAS, pursuant to s. 6.5 of the Option Agreement, Mercier may
assign his rights to any corporation which is his associate (as such term is
defined in the SECURITIES ACT (Alberta)).
AND WHEREAS the Assignor desires to assign, transfer and convey to the
Assignee the Assignor's rights under the Option Agreement.
NOW THEREFORE THIS AGREEMENT that in consideration of the premises:
1. The Assignor assigns, transfers and conveys to the Assignee all of his
right, title and interest in the Option Agreement ("Assigned Interest")
to be held from the date of this assignment and novation by the Assignee
for its sole use and benefit absolutely.
2. The Assignee hereby accepts the assignment and transfer to it of the
Assigned Interest and the Assignee hereby covenants and agrees with the
Assignor that it shall and will from time to time and all times under be
bound by and observe and fulfil each and every covenant, agreement, term,
condition and stipulation on the part of the Assignor reserved and
contained
<PAGE>
-2-
in the Option Agreement, to the extent of the interest assigned
hereunder, as if it had been originally named as a party thereto in the
place of the Assignor.
3. Upon delivery to Conquest of such documents as it may reasonably require to
substantiate the Assignee's status as an associate of the Assignor,
Conquest hereby consents to the conveyance and accepts the Assignee as
a party to the Option Agreement and does hereby agree that the Assignee
shall be entitled to hold and enforce all rights and privileges of the
Assignor, insofar as they relate to the Assigned Interest and the Option
Agreement shall continue in full force and effect with the Assignee
substituted as a party in place of the Assignor.
4. The Assignor shall and will, from time to time and at all times hereafter,
at the request of the Assignee but without further consideration, do all
such further acts and execute and deliver all such further documents as
shall be reasonably required for the purpose of vesting in the Assignee
the Assigned Interest.
5. This Agreement may be executed in as many counterparts as are necessary
and, when a counterpart has been executed by each party, all counterparts
together shall constitute one and the same agreement.
6. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns as of the date first written above.
IN WITNESS WHEREOF the parties hereto have executed and delivered these
presents.
CANADIAN CONQUEST
EXPLORATION INC.
Per:
-----------------------------
SIGNED, SEALED AND DELIVERED
in the Presence of:
- ---------------------------------- ----------------------------------
Witness DANIEL A. MERCIER
668347 ALBERTA LTD.
Per:
-----------------------------
