Manas Petroleum Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






THIS TRANSFER AGREEMENT (THE “AGREEMENT”) RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO ONE OR MORE ACCREDITED
INVESTORS (AS DEFINED HEREIN) WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)


SHARE TRANSFER AGREEMENT 

BETWEEN: 


  
    
      
        
          DWM PETROLEUM AG, a company organized under
            

          the laws of Switzerland with a business address at 

          Bahnhofstrasse
            9, CH – 6341 Baar/Zug, Switzerland 

          (the “Vendor”) 

        

      

    

  



AND: 


  
    
      
        
          ________________________, a

 ___________________________
            with a business address at 

          ________________________________________________
            

            ________________________________________________

          

          (the “Purchaser”) 

        

      

    

  



WHEREAS: 

A.                        
The Vendor is the registered and beneficial owner of shares (“PMI
Shares”) of common stock of Petromanas Energy Inc. (“PMI”), a British
Columbia corporation with a listing on the TSX Venture Exchange; and 

B.                       
 The Vendor has agreed to sell and the Purchaser has agreed to purchase
______________PMI Shares (the “Shares”) on the terms and conditions set
forth in this Agreement. 

THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each of the
parties), the parties covenant and agree as follows: 

1.                        
Purchase and Sale 

1.1                      
On the basis of the representations and warranties of the parties to this
Agreement and subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase the Shares from the Vendor, and the Vendor agrees
to sell the Shares to the Purchaser. The purchase price for the Shares is the
sum of CDN$0.115 per share for an aggregate total of CDN$_______________(the
“Purchase Price”). 




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1.2                      
The closing of the purchase and sale of the Shares (the “Closing”) will
take place on Friday, August 17, 2012 (the “Closing Date”) or such other
date as may be agreed upon by the Vendor and Gordon Keep. 

1.3                      
On or before the Closing Date, the Purchaser will deposit the Purchase Price
with Clark Wilson LLP (“CW”), counsel to the Vendor, using the wire
transfer instructions attached to this Agreement as Exhibit “A”. 

1.4                      
On or before the Closing Date, the Vendor will deposit with CW one or more share
certificates representing, in the aggregate, the Shares, together with one or
more stock transfer powers of attorney, duly endorsed by the Vendor for transfer
(collectively, the “Conveyance Documents”). 

1.5                      
Upon confirmation by CW that it has received the Purchase Price and the
Conveyance Documents, CW will deliver the Purchase Price to the Vendor and the
Conveyance Documents to the Purchaser, in care of Gordon Keep, at 3123-595
Burrard Street, Vancouver B.C. V7X 1J1. 

2.                       
   Representations and Warranties

2.1                      
The Vendor represents and warrants to the Purchaser (which representations and
warranties shall survive the Closing), with the intent that the Purchaser will
rely thereon in entering into this Agreement and in concluding the purchase and
sale of the Shares as contemplated herein, that: 

	 	(a) 	
      the Vendor is the registered and beneficial owner of the
      Shares free and clear of all liens, charges and encumbrances of any kind
      whatsoever;

	 	 	 	 
	 	(b) 	
      there are no written instruments, buy-sell agreements,
      registration rights or agreements, voting agreements or other agreements
      by and between or among the Vendor or any other person, imposing any
      restrictions upon the transfer, prohibiting the transfer of or otherwise
      pertaining to the Shares or the ownership thereof;

	 	 	 	 
	 	(c) 	
      the Vendor has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions set forth in this Agreement and to transfer the legal and
      beneficial title and ownership of the Shares to the Purchaser;

	 	 	 	 
	 	(d) 	
      no person, firm, corporation or entity of any kind has or
      will have any agreement or option or any right capable at any time of
      becoming an agreement to:

	 	 	 	 
	 		(i) 	
      purchase or otherwise acquire the Shares; or

	 	 	 	 
	 		(ii) 	
      require the Vendor to sell, transfer, assign, pledge,
      charge, mortgage or in any other way dispose of or encumber any of the
      Shares other than under this Agreement;







- 3 - 

	 	(e) 	
      this Agreement and all other documents required to be
      executed and delivered by the Vendor have been duly, or will when executed
      and delivered be duly, executed and delivered by the Vendor, and
      constitute the legal, valid and binding obligations of the Vendor,
      enforceable against the Vendor in accordance with their terms, subject to
      laws of general application relating to bankruptcy, insolvency, the relief
      of debtors, specific performance, injunctive relief and other equitable
      remedies;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any agreement, written or oral, to which the Vendor may be a
      party or by which the Vendor is or may be bound; and

	 	 	 
	 	(g) 	
      the Vendor has not taken any action which would impose
      any obligation or liability to any person for finder’s fees, agent’s
      commissions or like payments in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby.



2.2                      
The Purchaser represents and warrants to the Vendor (which representations and
warranties shall survive the Closing), with the intent that the Vendor will rely
thereon in entering into this Agreement and in concluding the purchase and sale
of the Shares as contemplated herein, that the Purchaser: 

	 	(a) 	
      understands that the Shares have not been registered
      under the 1933 Act, or under any state securities or “blue sky” laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with any applicable securities laws;

	 	 	 
	 	(b) 	
      is an “accredited investor”, as that term is defined in
      Canada’s National Instrument 45-106, Prospectus and Registration
      Exemptions, and that the accredited investor questionnaire attached to
      this Agreement as Exhibit “B” is complete and accurate in every
      respect;

	 	 	 
	 	(c) 	
      is acquiring the Shares as principal for investment only
      and not with a view to resale or distribution;

	 	 	 
	 	(d) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Purchaser is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Shares;

	 	 	 
	 	(e) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Purchaser is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators in the International
      Jurisdiction without the need to rely on any exemptions;







- 4 - 

	 	(f) 	
      represents and warrants to the Vendor that the applicable
      securities laws of the authorities in the International Jurisdiction do
      not and will not require the Vendor to make any filings or seek any
      approvals of any kind whatsoever from any securities regulator of any kind
      whatsoever in the International Jurisdiction in connection with the issue
      and sale or resale of the Shares;

	 	 	 	 
	 	(g) 	
      agrees that the purchase of the Shares by the Purchaser
      does not and will not trigger:

	 	 	 	 
	 		(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of PMI or
      the Vendor in the International Jurisdiction;

	 	 	 	 
	 	(h) 	
      will, if requested by the Vendor, deliver to the Vendor a
      certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in paragraphs (e),
      (f) and (g) above to the satisfaction of the Vendor, acting
    reasonably;

	 	 	 	 
	 	(i) 	
      understands that there are risks associated with the
      purchase of the Shares, as more fully described in PMI’s periodic
      disclosure forming part of the public record on SEDAR;

	 	 	 	 
	 	(j) 	
      has the power and capacity and good and sufficient right
      and authority to enter into this Agreement on the terms and conditions set
      forth in this Agreement;

	 	 	 	 
	 	(k) 	
      has not taken any action which would impose any
      obligation or liability to any person for finder’s fees, agent’s
      commissions or like payments in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby;

	 	 	 	 
	 	(l) 	
      has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies;

	 	 	 	 
	 	(m) 	
      is not a U.S. Person;

	 	 	 	 
	 	(n) 	
      is not in the United States at the time of signing this
      Agreement and will not be in the United States at the date of completion
      of the transactions contemplated by this Agreement;
and



2.3                      
In this Agreement, the term “U.S. Person” shall have the meaning ascribed in
Regulation S. 




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3.                        
Resale Restrictions 

3.1                      
The Purchaser agrees that: 

	 	(a) 	
      it shall not offer to sell or sell any of the Shares
      prior to the expiration of a period of four months after the date of
      transfer of the Shares (the “Resale Restriction Period”);

	 	 	 
	 	(b) 	
      any offer to sell, and any sale of, any of the Shares
      after the expiration of the Resale Restriction Period shall be made only
      pursuant to applicable securities laws, rules and regulations and the
      applicable requirements, if any, of the TSX Venture Exchange (or any
      successor stock exchange on which the Shares are then publicly
    traded);



3.2                      
The Purchaser has been advised to consult the Purchaser's own legal, tax and
other advisors with respect to the merits and risks of an investment in the
Shares and with respect to applicable resale restrictions, including the resale
restrictions imposed by this Agreement, and it is solely responsible (and the
Vendor is not in any way responsible) for compliance with any applicable laws of
the International Jurisdiction in which the Purchaser is resident in connection
with the distribution of the Shares hereunder, and any other applicable resale
restrictions. 

4.                        
Legending and Registration of Subject Shares 

4.1                      
The Purchaser agrees that a legend may be placed on the certificates
representing the Shares to the effect that the Shares represented by such
certificates are subject to a hold period and may not be traded until the expiry
of the Resale Restriction Period and such other hold period as may be required
by applicable law. The Purchaser hereby acknowledges and agrees that PMI may
make a notation on its records or give instructions to its registrar and
transfer agent in order to implement the restrictions on transfer set forth and
described in this Agreement. 

5.                        
Additional Shares Owned By Vendor 

5.1                      
The Purchaser acknowledges that, in addition to the Shares, the Vendor owns
approximately 100,000,000 common shares in the capital of PMI (the “Retained
Shares”). Until the earlier of (a) the first anniversary of this Agreement
or (b) the date upon which common shares of PMI have traded at a price equal to
or greater than CAD$0.60 for five business days, the Vendor shall not be
permitted to sell any of the Retained Shares without the prior written consent
of the Purchaser. 

5.2                      
The parties hereto acknowledge that, pursuant to a Share Purchase Agreement
dated February 12, 2010 (the “Original Purchase Agreement”) between the
Vendor, PMI (then known as WWI Resources Ltd.) and a subsidiary of PMI, PMI is
required to issue up to an aggregate of 50,000,000 additional PMI common shares
(the “Performance Shares”) upon the occurrence of any of the following on
or before February 24, 2020: 




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	 	(a) 	
      25,000,000 common shares upon receipt of a report
      prepared pursuant to National Instrument 51-101 “Standards of Disclosure
      for Oil and Gas Activities” confirming that the Licenses (as defined in
      the Original Purchase Agreement) have proven and probable (“2P”) reserves
      of not less than 50,000,000 barrels of oil equivalent ("boe");
      and

	 	 	 
	 	(b) 	
      Upon Petromanas Albania being in receipt of a report
      prepared pursuant to National Instrument 51-101 confirming that the
      Licenses have 2P reserves in excess of 50,000,000 boe; for each 50,000,000
      boe over and above the initial 50,000,000 boe, an additional 500,000
      common shares will be issued to a maximum of 25,000,000 common
    shares.



If and as the Vendor receives Performance Shares, the Vendor
shall promptly transfer to the Purchaser such number thereof as is equal to the
Purchaser’s pro-rata percentage of “X”, where “X” is equal to
twenty-two and one half of one percent (22.5%) of the number of Performance
Shares received by Vendor. The Purchaser’s pro-rata percentage of “X”
shall be determined by dividing the number of the Shares purchased pursuant to
this Agreement by 90,000,000. 

6.          
               Entire
  Agreement

6.1                      
There are no representations, warranties, collateral agreements, or conditions
except as herein specified. 

7.                       
 Expenses 

7.1                      
Each party to this Agreement will be responsible for all of its own expenses,
legal and other professional fees, disbursements, and all other costs incurred
in connection with the negotiation, preparation, execution, and delivery of this
Agreement and all documents and instruments relating hereto and the consummation
of the transactions contemplated hereby. 

8.                        
Governing Law 

8.1                      
This Agreement will be governed by and construed in accordance with the law of
British Columbia.

9.                       
 Further Assurances 

9.1                      
The parties to this Agreement hereby agree to execute and deliver all such
further documents and instruments and do all acts and things as may be necessary
or convenient to carry out the full intent and meaning of and to effect the
transactions contemplated by this Agreement. 

10.                      
Electronic Means 

10.1                      Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement. 




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11.                      
Counterparts 

11.1                      This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument. 

12.                      
Clark Wilson 

12.1                     
Both parties to this Agreement acknowledge and agree that Clark Wilson LLP has
acted as counsel only to the Vendor and is not protecting the rights and
interests of the Purchaser. The Purchaser acknowledges and agrees that the
Vendor and Clark Wilson LLP have given the Purchaser the opportunity to seek,
and are hereby recommending that the Purchaser obtain, independent legal advice
with respect to the subject matter of this Agreement and, further, the Purchaser
hereby represents and warrants to the Vendor and Clark Wilson LLP that the
Purchaser has sought independent legal advice or waives such advice.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the 13th day of August, 2012. 

DWM PETROLEUM AG 

Per:
______________________________________________
Authorized Signatory 

 

[insert name of Purchaser in the blank]: 

 

Per:
______________________________________________
Authorized Signatory 




- 8 - 

EXHIBIT A –

TRUST FUNDS (CDN) 

INSTRUCTIONS FOR WIRING FUNDS TO CLARK WILSON LLP 

 




- 9 - 

EXHIBIT B

CANADIAN ACCREDITED INVESTOR QUESTIONNAIRE 

Accredited Investors only: Please check the appropriate
  box and initial

	[  ] 	(a) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador), 

	  	  	
       

	[  ] 	(b) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (a), 

	  	  	
       

	[  ] 	(c) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that before taxes, but net of any related liabilities, exceeds $1,000,000,
      

	  	  	
       

	[  ] 	(d) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year,
    

	  	  	
       

	[  ] 	(e) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000, 

	  	  	
       

	[  ] 	(f) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that has not been created or used solely
      to purchase or hold securities as an accredited investor as defined in
      this paragraph (f), 

	  	  	
       

	[  ] 	(g) 	
      an investment fund that distributes or has distributed
      its securities only to 




	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution,

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount investment] of
      NI 45-106, or 2.19 [Additional investment in investment funds] of NI
      45-106, or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund reinvestment]
      of NI 45-106,




	[  ] 	(h) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt, 







- 10 - 

	[  ] 	(i) 	
      a trust company or trust company registered or authorized
      to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust company, as the case may be,
  

	  	  	
       

	[  ] 	(j) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person 




	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and

	 	 	 
	 	(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund, 




	[  ] 	(k) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded, 

	  	  	
       

	[  ] 	(l) 	
      an entity organized in a foreign jurisdiction that is
      analogous to the entity referred to in paragraph (a) in form and function,
      

	  	  	
       

	[  ] 	(m) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors, 

	  	  	
       

	[  ] 	(n) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or 

	  	  	
       

	[  ] 	(o) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor. 



Dated _____________________________, 20____. 

	 	X
  
	 	Signature of individual (if Purchaser is an
      individual) 
	 	 
	 	X
  
	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 
	 	  
	 	Name of Purchaser (please print) 
	 	 
	 	  
	 	Name of authorized signatory (please print)