form8k041210ex10-1.htm


    SALE AND
CONVEYANCE AGREEMENT

    


    


    THIS
AGREEMENT made as of the 12th day
of April 2010.

    


    


    966749
Alberta Corp., a body corporate registered to carry on business in the Province
of Alberta and having an office in the City of Calgary, in the Province of
Alberta (hereinafter called “Vendor")

    


    - and
-

    


    Xtrasafe,
Inc., a body corporate registered to carry on business in the State of Florida
and having an office in the City of Naples, in the State of Florida (hereinafter
called "Purchaser").

    


    WHEREAS
the Vendor as to 100% of its 2.51255% working interest  has agreed to
convey the Assets to the Purchaser and the Purchaser has agreed to purchase the
Assets from the Vendor on the terms and conditions set forth
herein;

    


    NOW
THEREFORE in consideration of the premises and the mutual covenants and
warranties herein contained, the parties agree as follows:

    


    


    ARTICLE
I

    


    INTERPRETATION

    


    1.01           Definitions.  In
this Agreement, including the recitals and the Schedules, the following terms
have the following meanings:

    


    
      	
              (a)  

            	
              “Agreement”
      means this agreement dated April 12, 2010 between 966749 Alberta Corp. and
      Xtrasafe, Inc.;

            


    

    


    
      	
              (b)  

            	
              "Assets"
      means all of the Vendor’s interest in the Lands, Lease and the
      100/06-07-049-15W5/00

            


    

     well;

    


    
      	
              (c)

            	
              "Closing"
      means the transfer of the Assets, the payment by the Purchaser of the
      Purchase Price and the delivery of all documents required hereby, which
      will occur at the Vendor’s office at the Closing
  Time;

            


    

    


    
      	
              (d)

            	
              "Closing
      Time" means 2:00 PM (Calgary time) on the 12th
      day of April, 2010, or such other time and date as the parties may
      agree;

            


    

    


    
      	
              (e)  

            	
              “Consideration”
      means a cash consideration of $6,000.00 (Six Thousand dollars) plus GST in
      Canadian funds;

            


    

    


    
      	
              (f)

            	
              "Documents"
      means all contracts and agreements pertaining to the Assets and, to the
      extent they are in possession or control of the
  Vendor;

            


    

    


    
      	
              (g)

            	
              "Effective
      Time" means 8:00 am (Calgary time) on the 12th
      day of April, 2010;

            


    

    


    
      	
              (h)

            	
              “Lands”  means
      the lands described in Schedule
"A";

            


    

    


    
      	
              (i)

            	
              "Leases"
      means the petroleum and natural gas leases and other agreements by virtue
      of which the Vendor is entitled to explore for, recover, remove or dispose
      of hydrocarbon substances within the formations in the Lands described in
      Schedule "A";

            


    

    


    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              (j)

            	
              “Right
      of First Refusal” means right of first refusal, pre-emptive right of
      purchase or similar right whereby any party has the right to acquire or
      purchase a portion of the Assets as a consequence of the Vendor having
      agreed to convey the Assets to the Purchaser in accordance
      herewith;

            


    

    


    
      	
              (k)

            	
              “Well”
      means the wellbore, casing, tubing, wellhead and other production
      equipment as described on Schedule
“A”.

            


    

    


     
 

    


    ARTICLE
II

    


    CONVEYANCE
OF ASSETS

    AND RELATED
MATTERS

    


    


    
      	
              2.01  

            	
              Conveyance
      Vendor, pursuant to and for the Consideration, the receipt and sufficiency
      of such consideration being
      hereby acknowledged by Vendor, hereby sells, assigns, transfers,
      conveys and sets over the
      Assets unto Purchaser, at the Closing Time, to have and to hold the same
      absolutely, together with all benefit and advantage to be derived
      therefrom.

            


    

    


    


    2.02           Cash
Allocation.  The cash consideration will be allocated as
follows:

    


    (a)           Lands
and
Leases:                                                                       $4,800.00

    (b)           Tangibles:                                                                                     $1,190.00

    (c           Miscellaneous
Interests:                                                         
    $    10.00

    (d)           GST
on
Tangibles:                                                                       $    59.50

    TOTAL                                                                                   
     $6,059.50

    


    


    


    2.03           Effective
Time This
Conveyance shall be effective as of the Effective Time;

    


    


    2.04      Instruments
of Conveyance and Transfer.

    


    
      	
              (a)  

            	
              The
      Vendor agrees to prepare all necessary assignments or transfers of the
      Leases, notices of assignment, assignment and novation agreements and
      other documents of transfer and conveyance (“Specific Conveyances”) in a
      form and substance reasonably satisfactory to the Purchaser to effectively
      vest in the Purchaser good and sufficient title to the Assets;
      and

            


    

    


    
      	
              (b)  

            	
              All
      Specific Conveyances that are prepared and circulated to the Purchaser at
      a reasonable time prior to Closing shall be executed and delivered by the
      parties at Closing.  Forthwith after Closing, the Purchaser
      shall circulate and at the Purchaser’s cost register, as the case may be,
      all Specific Conveyances that by their nature may be circulated or
      registered.

            


    

    


    


    
      	
              2.05

            	
              Rights
      of First Refusal Prior to or following Closing the parties hereto
      shall use all reasonable efforts to obtain and deliver to the other party
      all necessary consents, permissions and approvals by third parties and
      governmental and regulatory authorities in connection with the transaction
      contemplated herein.

            


    

    


    
      	
              2.06

            	
              Documents Vendor shall
      deliver at Closing to Purchaser all
Documents.

            


    

    


    


    


    


    


    


    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    ARTICLE
III

    


    REPRESENTATIONS AND
WARRANTIES

    


    
      	
              3.01

            	
              Representations
      and Warranties of the Vendor

            


    

    


    
      	
              (a)

            	
              Encumbrances  Except
      for the encumbrances listed in Schedule “A”, the Assets are now, were at
      the Effective Time and will be at the Closing Time, free and clear of all
      liens, charges, encumbrances and adverse claims created by, through or
      under the Vendor or of which the Vendor is
  aware.

            


    

    


    
      	
              (b)

            	
              Claims.  To
      the best of the Vendor’s knowledge:

            


    

    


    
      	
               
      

            	
              (i)

            	
              there
      are no existing proceedings, actions or lawsuits against or with respect
      to the Assets or notifications in respect to any environmental
      deficiencies from any regulatory
body.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              there
      are no orders or directives under any statute, law, rule, order or
      regulation which relates to environmental matters and which require any
      work, repairs, construction or capital expenditures with respect to the
      Lands, where such orders or directives have not been complied with in all
      material respects; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              there
      are no demands or notices issued under any statute, law, rule, order or
      regulation with respect to the breach of any environmental, health or
      safety law applicable to the Lands, including, without limitation, any
      statute, law, rule, order or regulation respecting the use, storage,
      treatment, transportation or disposition of environmental contaminants,
      which demand or notice remains outstanding at the date
    hereof.

            


    

    


    ARTICLE
IV

    


    CONDITIONS OF
CLOSING

    


    


    
      	
              4.01

            	
              Conditions
      of the Vendor.  The obligation of the Vendor under this
      Agreement to consummate the transactions contemplated hereby is subject to
      the following conditions, which conditions may be waived at the option of
      the Vendor:

            


    

    


    
      	
              (a)

            	
              Legal
      Matters.  All instruments and documents required to carry
      out the terms of this Agreement and to consummate the transactions
      contemplated hereby will be in form and substance satisfactory to the
      Vendor, acting reasonably, and executed and delivered by the Purchaser;
      and

            


    

    


    


    
      	
              4.02

            	
              Conditions
      of the Purchaser.  The obligation of the Purchaser under
      this Agreement to consummate the transactions contemplated hereby is
      subject to the following conditions, which conditions may be waived at the
      option of the Purchaser:

            


    

    


    
      	
              (a)

            	
              Accuracy
      of Representations and Warranties.  The Vendor's
      representations and warranties herein contained were true when made, have
      continued to be true in all material respects from the date hereof to the
      Closing Time and are true in all material respects as of the Closing
      Time.

            


    

    


    
      	
              (b)  

            	
              Performance
      of Agreements.  The Vendor has performed all obligations
      and Agreements and complied with all covenants and conditions contained in
      this agreement to be performed or complied with by it at or prior to the
      Closing Time.

            


    

    


    
      	
              (c)

            	
              Legal
      Matters.  All instruments and documents required to carry
      out the terms of this Agreement and to consummate the transactions
      contemplated hereby will be in form and substance satisfactory to the
      Purchaser, acting reasonably, and executed and delivered by the
      Vendor.

            


    

    


    


    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ARTICLE
V

    


    TITLE
EXAMINATION

    


    
      	
              5.01

            	
              Access.
      Prior to the Closing Time, Purchaser shall have the opportunity to review
      all leases, agreements and other documents and correspondence, affecting
      the title of Vendor to the Assets as are in the possession of Vendor or to
      which Vendor has access and Purchaser shall be satisfied in its
      unrestricted discretion with the results of such title
      examination.

            


    

    


    Deficiency
Statement.  Prior to the Closing Date, Purchaser shall give to
Vendor written notice of all defects of which it is aware which in its
reasonable opinion adversely and materially affect the title of Vendor to the
Assets and which Purchaser does not waive (all of which are herein referred to
as "Title Defects").  Prior to the Closing Date, Vendor shall
diligently make all reasonable efforts to cure or remove all Title
Defects.  If all Title Defects are not cured or removed prior to the
Closing Date, Purchaser, by notice to Vendor may elect:

     
 

    
      	
               
      

            	
              (a)

            	
              to
      waive the uncured Title Defects and acquire the affected Assets without
      any abatement of the Purchase Price therefore;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      terminate the agreement to acquire the Assets, in its entirety, without
      liability or obligation on the part of either
  party.

            


    

    


    


     

    ARTICLE
VI

     

    


    ENVIRONMENTAL
ASSESSMENT

    


    
      	
              6.01

            	
              Environmental
      Assessment.  Prior to the Closing Time, Purchaser shall
      be entitled to conduct all such environmental audits and assessments as it
      determines necessary and Purchaser shall be satisfied in its unrestricted
      discretion with the results of such environmental audits and
      assessments.

            


    

    


    


     

    ARTICLE
VII

     

    


     

    INDEMNITY

     

    


    
      	
              7.01

            	
              Vendor

            	
              Vendor
      shall remain responsible to Purchaser for all claims, liabilities, losses,
      costs (including legal fees) and expenses and, in addition, shall
      indemnify and save harmless Purchaser from and against all claims,
      liabilities, losses, costs (including legal fees) and expenses, which
      Purchaser may pay, suffer or incur in respect of any matter or thing
      related to the Assets and accruing prior to the Effective
      Date.

            


    

    


    
      	
              7.02

            	
              Purchaser
      shall remain liable to Vendor for all losses, costs, damages and expenses
      whatsoever which the Vendor may incur as a result of any matter related to
      the Assets and subsequent to the Effective
Time.

            


    

    


    


     

    Article
VIII

     

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    MISCELLANEOUS

    


    
      	
              8.01

            	
              Further
      Assurances.  After the Closing Time, at the Purchaser's
      request, without further consideration, the Vendor will execute and
      deliver or cause to be executed and delivered such other instruments of
      conveyance and transfer as the Purchaser reasonably may request to more
      effectively vest the Assets in the
Purchaser.

            


    

    


    
      	
              8.02

            	
              Assignment.  Neither
      party may assign this Agreement or any part thereof prior to Closing.
      Except as otherwise provided herein, this Agreement will be binding upon
      and enure to the benefit of the parties and their successors and
      assigns.

            


    

    


    


    


    
      	
              8.03

            	
              Counterpart
      Execution.    This Agreement may be executed in
      counterpart and all counterparts taken together shall constitute one
      agreement.

            


    

    


    


    


    ARTICLE
IX

    


     

    CONDITIONS
SATISFIED

     

    


    
      	
              9.01

            	
              Conditions
      Satisfied Each of the Vendor and Purchaser acknowledge and confirm
      that all conditions to the Closing contained in the Agreement have been
      satisfied or waived.

            


    

    


    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF the parties hereto have executed this Conveyance as of the day
and year first above written.

    


    


    


    


    


    966749
Alberta
Corp.                                                                                     

    


    


    /s/


    

      
        

      



    


    


    


    Xtrasafe,
Inc.

    


    


    


    


    /s/ 


    
      
        

      



    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Execution
page to, and forming part of a Sale and Conveyance Agreement dated April 12,
2010 between 966749 Alberta Corp., as Vendor and Xtrasafe, Inc., as
Purchaser


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Schedule
“A”

    


    Attached
to and forming part of a Sale and Conveyance Agreement dated April 12, 2010
between 966749 Alberta Corp., as Vendor and Xtrasafe, Inc., as
Purchaser

    


    


    


    


    Lands                                           Lease                                P&NG
Rights                                     Encumbrances

    


    Twp 49
Rge 15 W5M:
7            Crown
PNG Lease No.     PNG to base
Shunda                          S/S
Lessor0587090167Royalty

    


    Well:
Apex et al Peco 100/06-07-049-15W5/00

    


     

    


     

     

    


     

    


    


    


    


    


    


    


    


    7