Amending Offering Letter



 EXHIBIT 10.17 
 March 26, 2012 
 BY COURIER 

Legend Energy Canada Ltd. 
 840 – 6 Avenue
SW, Suite 230 
 Calgary, AB T2P 3E5 

ATTENTION:    Mr. Marshall Diamond-Goldberg 
                                  
           President 
 Dear Sir: 

RE:    CREDIT FACILITIES – NATIONAL BANK OF CANADA / LEGEND ENERGY CANADA LTD. 

We are pleased to advise that National Bank of Canada has approved the following amendments to the Credit Facilities for Legend Energy Canada Ltd.,
subject to the terms and conditions of the accepted Offering Letter dated August 12, 2011, which shall remain in full force and effect unless superseded below. 
  

			
		
	BORROWER:	  	LEGEND ENERGY CANADA LTD. (the “Borrower” or “Loan Party”).
		
	GUARANTOR:	  	LEGEND OIL AND GAS LTD. (the “Guarantor”)
		
		  	The Borrower and the Guarantor are collectively referred to as “Loan Parties”, and each, a “Loan Party”.
		
	LENDER:	  	NATIONAL BANK OF CANADA (the “Bank”).
		
	CREDIT FACILITY A:	  	REVOLVING OPERATING DEMAND LOAN (the “Credit Facility A”).
		
	MAXIMUM AMOUNT:	  	$4,000,000.
		
	PURPOSE:	  	Credit Facility A shall only be used for the Borrower’s general corporate purposes including capital expenditures.
		
	CREDIT FACILITY B:	  	MASTERCARD FACILITY (the “Credit Facility B”).
		
	MAXIMUM AMOUNT:	  	$20,000.
		
	CREDIT FACILITY C:	  	BRIDGE DEMAND LOAN (the “Credit Facility C”).
		
	MAXIMUM AMOUNT:	  	$1,500,000.
		
	PURPOSE:	  	For temporary working capital purposes.
		
	AVAILABILITY:	  	Prime Rate loan (“Prime Rate Loan”) in Canadian dollars, available by way of one draw.
		
	REPAYMENT:	  	Interest only, but subject to Availability, interest, and the Bank’s right of demand, with this Credit Facility C being due and payable in full upon the earlier of equity
issuance and/or Review, and in any case, no later than May 31, 2012.









			
		
	INTEREST RATE:	  	The Borrower shall pay interest calculated daily and payable monthly, not in advance, on the outstanding principal amount of Prime Rate Loan(s) drawn under the Credit Facility C
at a rate per annum equal to the Prime Rate as designated from time to time by the Bank plus two percent (Prime Rate + 2.0% p.a.). Interest at the aforesaid rate shall be due and payable on the 26th day of each and every month until all amounts
owing to the Bank are paid in full. Interest shall be paid via automatic debit to the Borrower’s account at the Calgary Branch of the Bank.
		
		  	As of this date, the Bank’s Prime Rate is 3.0% per annum.
		
	BRIDGE FEE:	  	$15,000, due and payable upon provision of this Offering Letter. Non-refundable.
		
	EVIDENCE OF DEBT:	  	Variable Rate Demand Promissory Note and the records of the Bank. Such records maintained by the Bank shall constitute in the absence of manifest error prima facie evidence of
the obligations of the Borrower to the Bank in respect of Advances made. The failure by the Bank to correctly record any such amount or date shall not adversely affect the obligations of the Borrower to pay amounts due hereunder to the Bank in
accordance with this Offering Letter.
		
		  	FOR ALL CREDIT FACILITIES
		
	INTERPRETATION:	  	In this Amending Offering Letter, unless otherwise specifically provided, words importing the singular will include the plural and vice versa, words importing gender shall
include the masculine, the feminine and the neuter, and “in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including by
facsimile.
		
	SECURITY:	  	The following security shall be completed, duly executed, delivered, and registered, where necessary, to the entire satisfaction of the Bank and its counsel. All present and
future security (the “Security”) and the terms thereof shall be held by the Bank as continuing security for all present and future debts, obligations and liabilities (whether direct or indirect, absolute or contingent) of the Loan Parties
to the Bank including without limitation for the repayment of all loans and advances made hereunder and for other loans and advances that may be made from time to time in the future whether hereunder or otherwise. For greater certainty, all
Financial Instruments, including without limitation swaps and forwards, entered into at any time with the Bank (or any of its subsidiaries or affiliates from time to time) are deemed to be debts, obligations and liabilities of the Borrower and are
secured by the Security on a pari passu basis and shall rank pari passu with all other indebtedness under the Credit Facilities. Where applicable, the Security will be in the Bank’s standard form.
		
		  	To Be Obtained:
		
		  	 1.      Accepted Amending Offering Letter dated March 26, 2012.

		
		  	 2.      Such other security, documents, and agreements that the Bank or its legal counsel may
reasonably request.










			
	CONDITIONS	  	
	PRECEDENT:	  	Prior to any additional advances under the Credit Facilities, the Borrower shall have provided, executed or satisfied the following, to the Bank’s satisfaction (collectively
with all other conditions precedent set out in this Amending Offering Letter, the “Conditions Precedent”):
		
		  	 1.      A Variable Rate Demand Promissory Note in the face amount of $1,500,000 duly executed
and delivered to the Bank by the Borrower.

		
		  	 2.      All Security shall be duly completed, authorized, executed, delivered by each Loan Party
which is a party thereto, and registered, all to the satisfaction of the Bank and its counsel.

		
		  	 3.      All fees due and payable to the Bank shall have been paid.

		
		  	 4.      Any other document that may be reasonably requested by the Bank.

		
		  	The above conditions are inserted for the sole benefit of the Bank, and may be waived by the Bank in whole or in part (with or without terms or conditions) in respect of any
particular Advance, provided that any waiver shall not be binding unless given in writing and shall not derogate from the right of the Bank to insist on the satisfaction of any condition not expressly waived in writing or to insist on the
satisfaction of any condition waived in writing which may be requested in the future.
		
	CONDITIONS	  	
	SUBSEQUENT:	  	 1.      Minimum equity issuance of $1,500,000 by no later than May 31, 2012, from which proceeds
will be used to payout and cancel Credit Facility C.

		
		  	 Priorto April 13, 2012, The Borrower shall have provided, executed or satisfied the following, to the Bank’s satisfaction
(collectively with all other conditions subsequent set out in this Amending Offering Letter, the “Conditions Subsequent”):

		
		  	 2.      Unlimited Guarantee of the Borrower from Legend Oil and Gas Ltd. supported by U.S.
Security Agreement, as applicable.

		
		  	 3.      Legal Opinion of the Bank’s counsel.

		
	REVIEW:	  	Without detracting from the demand nature of the Credit Facilities, the Credit Facilities are subject to periodic review by the Bank in its sole discretion (each such review is
referred to in this Amending Offering Letter as a “Review”). The next Review is scheduled on or before May 31, 2012, but may be set at an earlier or later date at the sole discretion of the Bank.
		
	EXPIRY DATE:	  	This Amending Offering Letter is open for acceptance until March 30, 2012 (as may be extended from time to time as follows, the “Expiry Date”) at which time it shall
expire unless extended by mutual consent in writing. We reserve the right to cancel our offer at any time prior to acceptance.

 If the foregoing terms and conditions are acceptable, please sign two copies of this Amending Offering Letter and return
one copy to the Bank by the Expiry Date. This Amending Offering Letter may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterparts together shall constitute one
and the same agreement. The delivery of a facsimile or other electronic copy of an executed counterpart of this Amending Offering Letter shall be deemed to be valid execution and delivery of this Amending Offering Letter, but the party delivering a
facsimile or other electronic copy shall deliver an original copy of this Amending Offering Letter as soon as possible after delivering the facsimile or other electronic copy. 







 National Bank of Canada appreciates the opportunity of providing this Amending Offering Letter to Legend
Energy Canada Ltd. We look forward to our continuing and mutually beneficial relationship. 
 Yours truly, 

NATIONAL BANK OF CANADA 
  

			
	/s/ Robert K. Chorley	 	/s/ David R. Forsyth
	Director	 	Managing Director
	Energy Group	 	Energy Group

  

	
	/gm
	Enclosure

  

					
	AGREED AND ACCEPTED this 27th day of March, 2012.	 	
		
	LEGEND ENERGY CANADA LTD.	 	
			
	Per:    	 	 /s/ Marshal Diamond-Goldberg
	 	
			
	 Per:    
	 	 /s/ Kyle Severson
	 	
		
	LEGEND OIL AND GAS LTD., as Guarantor	 	
			
	Per:    	 	 /s/ James Vandeberg
	 	








 APPENDIX A 

 

							
	CREDIT:	  	Energy Group	  	Director:	  	Mr. Robert Chorley
		  	National Bank of Canada	  	Telephone:	  	(403) 294-4920
		  	311 – 6 Avenue SW, Suite 1800	  	Facsimile:	  	(403) 294-3078
		  	Calgary, AB T2P 3H2	  	E-mail:	  	
		  	robert.chorley@nbc.ca	  		  	
		  		  	Associate:	  	Ms. Audrey Ng
		  		  	Telephone:	  	(403) 294-4966
		  		  	Facsimile:	  	(403) 294-3078
		  		  	E-mail:	  	audrey.ng@nbc.ca
				
	ADMINISTRATION:	  	BA Administration; Current	  	Account Representative:	  	Ms. Gerry McLean
		  	Account Documents; L/C/Gs;	  	Telephone:	  	(403) 294-4922
		  	MasterCard; Loan/Account	  	Facsimile:	  	(403) 294-3078
		  	Balances; CAD/USD Money	  	E-mail:	  	gerry.mclean@nbc.ca
		  	Orders/Bank Drafts; Bank	  		  	
		  	Confirmations; Investments;	  		  	
		  	General Inquiries	  		  	
				
	BRANCH:	  	Calgary Downtown Branch	  	Telephone:	  	(403) 294-4900
		  	National Bank of Canada	  	Facsimile:	  	(403) 294-4965 301 –
		  	6 Avenue SW	  		  	
		  	Calgary, AB T2P 4M9	  		  	
				
		  	Calgary MacLeod Trail Branch	  	Telephone:	  	(403) 592-8515
		  	National Bank of Canada	  	Facsimile:	  	(403) 265-0831 430 -
		  	7337 MacLeod Trail South	  		  	
		  	Calgary, AB T2H OL8	  		  	
				
	INTERNET/	  	Order Cheques, Loan/Account	  	Website:	  	www.nbc.ca
	TELEPHONE	  	Balances; Traces; Stop	  	Telephone:	  	(888) 483-5628
	BANKING	  	Payments, List of Current	  		  	
		  	Account Transactions; Pay Bills;	  		  	
		  	Transfer Between Accounts	  		  	
				
	OTHER:	  	Internet Banking	  	Manager,	  	
		  		  	Global Cash Management: Ms. Kathy Holland
		  		  	Telephone:	  	(403) 294-4948
		  		  	Facsimile:	  	(403) 476-1000
		  		  	E-mail:	  	kathy.holland@nbc.ca
				
		  	Foreign Exchange & Interest	  	Director, Risk	  	
		  	Rates	  	Management Solutions:	  	Mr. George Androulidakis
		  	National Bank of Canada	  	Telephone:	  	(403) 440-1126
		  	311 – 6 Avenue SW, 6th Floor	  	Facsimile:	  	(403) 294-4923
		  	Calgary, AB T2P 3H2	  	E-mail:	  	
		  	george.androulidakis@tres.bnc.ca	  		  	
				
		  	Commodity Derivatives	  	Telephone:	  	(403) 294-4935
		  	311 – 6 Avenue SW, 6th Floor	  	Facsimile:	  	(403) 294-4923
		  	Calgary, AB T2P 3H2	  	E-mail:	  	
		  	energy@nbcenergy.com