sjdocs-7218256v2third_amendm.htm - Generated by SEC Publisher for SEC Filing



NATION ENERGY INC.


Suite F - 1500 West 16th Avenue


Vancouver BC V6H 4B9 Canada


May 31, 2016


TO:                  Paltar Petroleum Limited


1555 Blake Street, Suite 1002


Denver, Colorado  80202 


Attention:         Mr.
Marc A. Bruner 


Dear Sirs:


RE:      Third Amendment to Third Amended and Restated
Agreement


By this letter, effective as of May 31, 2016,
Nation Energy Inc. (“Nation”) and Paltar Petroleum Limited (“Paltar”)
amend their Third Amended and Restated Agreement dated August 30, 2015 and
amended by the First Amendment to Third Amended and Restated Agreement dated
effective December 17, 2015 and further amended by the Second Amendment to
Third Amended and Restated Agreement dated effective February 8, 2016 (as
amended the “Agreement”), principally to extend the time allowed for certain
actions contemplated in the Agreement.  Capitalized terms not specifically defined
in this Third Amendment to Third Amended and Restated Agreement (the “Amendment”)
shall have the meaning accorded them in the Agreement.  All dollar amounts in
this Agreement are expressed in Australian dollars.  Marc A. Bruner (“Bruner”)
and John R. Hislop (“Hislop”), as major shareholders (indirectly or
directly) of Paltar and Nation, respectively, agree to the terms of this
Amendment.  


Nation and Paltar amend the Agreement as
follows:


1.                 
The first sentence of Item 1 of the Agreement is
hereby amended in its entirety as follows:


Effective May 31, 2016 (the “Earn-In Closing Date”) and under seven
separate earning agreements (the “Earning Agreements”), Paltar will farm out certain
interests in exploration permits EP 136, EP 143, EP 231, EP 232, EP 234, and EP
237 and will cause Officer to farm out interests in EP 468 (collectively, the
“Nation Blocks”) to Nation Energy (Australia) Pty Ltd, an Australian limited
company and wholly owned subsidiary of Nation (“Nation Australia”), in exchange
for the consideration specified in each Earning Agreement.


2.                 
Item 2 of the Agreement is deleted in its
entirety and replaced with the words “[Reserved].”


3.                 
Item 3 of the Agreement is hereby amended in its
entirety as follows:


Within seven (7) days after delivery to Nation of
Paltar’s audited financials as set forth in Item 18(d) of this Agreement,
Nation shall issue an aggregate of 900,000,000 Nation common shares (the
“Earning Agreement Shares”) to Paltar, with an agreed upon value of US$0.03 per
share.


4.                 
Item 4 of the Agreement is hereby amended in its
entirety as follows:


Effective as of the Earn-In Closing Date, the option agreement
previously executed on August 30, 2015 between Paltar and Nation , as amended
(the “Option Agreement”), is terminated and of no further effect, except that: 
(i) Nation still retains the right to acquire the Assets and Applications (as
each are defined in the Option Agreement) to the extent such acquisition is not
provided for by the Earning Agreements, (ii) the consideration for the
acquisition specified in (i) will be satisfied by the
consideration paid under the Earning Agreements and as may be set forth in this
Agreement, (iii) the representations, warranties and covenants made by Paltar
in the Option Agreement are hereby adopted into this Item 4 of this Agreement,
and (iv) Paltar and Nation shall subsequently agree on any closing procedures
in the event the acquisition specified in this Item 4 is to occur.



 



5.                 
Item 5 of the Agreement is deleted in its
entirety and replaced with the words “[Reserved].”


6.                 
Item 18(b) of the Agreement is hereby amended in
its entirety as follows:


(b)  Within 60 days after the issuance of the Earning Agreement
Shares, Nation shall file a registration statement with the SEC seeking
registration under the Securities Act of 1933 of as many of the approximately
1.05 billion shares of common stock of Nation (on a pro rata basis) anticipated
then to be beneficially owned by Hislop and Paltar as may be permitted by the
SEC. As soon as practicable after the Earn-In Closing Date the parties may, at
the request of Hislop or Paltar, as applicable, negotiate and sign a
Registration Rights agreement with Hislop or Paltar, or both, as applicable,
which sets out these rights and provides for penalties if registration does not
occur as contemplated;


7.                 
Item 18(d) of the Agreement is hereby amended in
its entirety as follows:


(d)  As soon as practicable after May 31, 2016, Paltar
shall deliver to Nation consolidated financial statements for Paltar’s three
most recently completed fiscal years audited pursuant to Australian generally
accepted accounting principles, together with such additional fiscal period
financial statements as may be required under SEC regulations; and


8.                 
Item 11 of the Agreement is hereby amended by replacing
the phrase “alternatively, in the event that an Exchange Transaction is not
consummated on or prior to December 16, 2015 and the Earning Agreement Shares
are issued on February 19, 2016” in 11(B) with the phrase “upon the issuance of
the Earning Agreement Shares”.


9.                 
The Agreement is hereby amended generally by
replacing the term “Exchange Transaction” with “Transactions” except for the
first instance of Exchange Transaction in the introductory paragraph.


No
changes or amendments other than those expressly set forth above are being made
in the Agreement.  Nation and Paltar confirm and ratify the validity and
current effectiveness of the Agreement, as amended by this Amendment.


[Remainder
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If the foregoing
correctly sets out our agreed amendments, please execute this letter in the
space provided.


 


NATION ENERGY
INC.                                                       PALTAR PETROLEUM
LIMITED


 


 


Per:      /s/ John R. Hislop                          
                             Per:      /s/ Marc A. Bruner                   


        Authorized Signatory 


        John R. Hislop, CEO &
President                                                        Authorized
Signatory


 


AGREED TO
AND ACCEPTED,


 


                                                            )


/s/
Zachary M. Bruner                          )


Witness
Signature                                )


                                                            )


Zachary
M. Bruner                              )           /s/
Marc A. Bruner                               


Name                                                   )           MARC
A. BRUNER


                                                            )


Blavenweg
29, Metzerlen,                   )


 Switzerland
4116                                )


Address                                               )


 


                                                            )


 


                                                            )


/s/David
W. Peat                                  )


Witness
Signature                                )


                                                            )


David
W. Peat                                      )           /s/
John R. Hislop                                


Name                                                   )           JOHN
R. HISLOP


241295
Simpson Loan                         )


Edinburgh,
Scotland                            )


Address                                               )