Striker Energy Corp.: Schedule 13D/A - Filed by newsfilecorp.com

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KTx4bmyqlcoFHmeEsZiAHaENumb8Ch40IPkKcgpKC+QxmsrQm82183HB9+u2ipRk iRryVbyVkelDEEJfJjdcPg== 0001062993-10-002261.txt : 20100708 0001062993-10-002261.hdr.sgml : 20100708 20100708123455 ACCESSION NUMBER: 0001062993-10-002261 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100708 DATE AS OF CHANGE: 20100708 GROUP MEMBERS: JOSEPH CARUSONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Striker Energy Corp CENTRAL INDEX KEY: 0001362703 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202590810 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84147 FILM NUMBER: 10943627 BUSINESS ADDRESS: STREET 1: 901-360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H2V6 BUSINESS PHONE: 416-489-0093 MAIL ADDRESS: STREET 1: 901-360 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5H2V6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPEX ENERGY CORP. CENTRAL INDEX KEY: 0001441607 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 7TH AVENUE SW STREET 2: SUITE 1400 CITY: CALGARY STATE: A0 ZIP: T2P 3N9 BUSINESS PHONE: 403-538-6901 MAIL ADDRESS: STREET 1: 350 7TH AVENUE SW STREET 2: SUITE 1400 CITY: CALGARY STATE: A0 ZIP: T2P 3N9 SC 13D/A 1 sc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Striker Energy Corp.: Schedule 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Amendment No. 2

Under the Securities Exchange Act of 1934

STRIKER ENERGY CORP.
(Name of Issuer)

Common Stock with a par value of $0.0001
(Title of Class of Securities)

86332T104
(CUSIP Number)

copy to:

Joseph Carusone 360 Bay Street, Suite 901 Toronto, ON, Canada M5H 2V6 (416) 489-0093
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d - -1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d - -7(b) 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).

Page 1

SCHEDULE 13D/A

CUSIP No. 86332T104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Opex Energy Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Opex is incorporated in Alberta, Canada.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,300,000 shares of common stock⁽¹⁾
		8	SHARED VOTING POWER N/A
		9	SOLE DISPOSITIVE POWER 4,300,000 shares of common stock⁽¹⁾
		10	SHARED DISPOSITIVE POWER N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,300,000 shares of common stock⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.5% based on 22,006,000 common shares issued and outstanding as of July 1, 2010
14	TYPE OF REPORTING PERSON (See Instructions) CO

⁽¹⁾Joseph Carusone holds voting and dispositive of the shares held by Opex Energy Corp.
⁽²⁾Effective September 12, 2008, Striker amended the Articles to effect a two for one forward split of the authorized and issued and outstanding shares of common stock. The number of shares reported above has been adjusted to reflect this split.

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SCHEDULE 13D/A

CUSIP No. 86332T104

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph Carusone
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Carusone is a Canadian citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,700,000 shares of common stock⁽¹⁾
		8	SHARED VOTING POWER N/A
		9	SOLE DISPOSITIVE POWER 4,700,000 shares of common stock⁽¹⁾⁽²⁾
		10	SHARED DISPOSITIVE POWER N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,700,000 shares of common stock⁽²⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% based on 22,006,000 common shares issued and outstanding as of July 1, 2010
14	TYPE OF REPORTING PERSON (See Instructions) IN

⁽¹⁾Comprised of 400,000 shares of common stock registered in the name of Joseph Carusone and 4,300,000 shares of common stock registered in the name of Opex Energy Corp. Mr. Carusone holds voting and dispositive control over the shares held by Opex.
⁽²⁾Effective September 12, 2008, Striker amended the Articles to effect a two for one forward split of the authorized and issued and outstanding shares of common stock. The number of shares reported above have been adjusted to reflect this split.

Page 3

This Amendment No. 2 to Schedule 13D is being filed jointly on behalf of Opex Energy Corp. and Joseph Carusone (the “Reporting Persons”) relating to the shares of common stock, par value $0.001 of Striker Energy Corp., a corporation existing under the laws of the State of Nevada (the “Issuer”). Unless otherwise stated herein, the Statement on Schedule 13D as filed on November 6, 2008 remains in full force and effect.

Item 1. Security and Issuer

This statement relates to the shares of common stock of the Issuer. The principal executive offices of the Issuer are located at 360 Bay Street, Suite 901, Toronto, ON Canada M5H 2V6.

Item 2. Identity and Background

(a)	Opex Energy Corp. and Joseph Carusone

(b)	The business address of Opex Energy Corp. is 350, 7th Avenue, Suite 1400, Calgary AB Canada T2P 3N9 The business address of Mr. Carusone is 360 Bay Street, Suite 901 Toronto, ON, Canada M5H 2V6

(c)	Opex Energy Corp. is an oil and gas company incorporated in Alberta, Canada.

	Mr. Carusone is a director and officer of Opex Energy Corp. and President, Chief Executive Officer, Chief Financial Officer and sole director of the Issuer.

(d)	None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e)	None of the Reporting Persons have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is 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.

(f)	Opex Energy Corp. is incorporated pursuant to the laws of Alberta, Canada. Mr. Carusone is a Canadian citizen.

Item 3. Source and Amount of Funds or Other Considerations

On July 2, 2010, Opex Energy Corp. sold 1,050,000 shares of common stock in an offshore private transaction with a foreign corporation for proceeds of $12,600.

Item 4. Purpose of Transaction

The purpose of the transaction was to raise additional capital for Opex Energy Corp.

Depending on market conditions and other factors, the Reporting Persons may acquire additional shares of the Issuer’s common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Persons also reserve the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.

Page 4

As of the date hereof, except as described above, the Reporting Persons do not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’ s Certificate of Incorporation or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Persons is 4,700,000 shares, or 21.4% of the Issuer, based on 22,006,000, shares of common stock outstanding as of the date of this report.

Of the 4,700,000 shares, 400,000 shares are registered in the name of Joseph Carusone and 4,300,000 shares are registered in the name of Opex Energy Corp. Joseph Carusone has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 4,700,000 shares of common stock of the Issuer.

Other than as described in the table below, the Reporting Persons have not effected any transaction in the shares of common stock of the Issuer in the past 60 days:

TRANSACTION DATE (month/day/year)	SHARES OF COMMON STOCK	PRICE PER SHARE	TRANSACTION
05/20/2010	4,250,000	$0.012	private sale
05/20/2010	400,000	$0.012	private sale
07/02/2010	1,050,000	$0.012	private sale for cash in an offshore transaction

No person, other than Joseph Carusone, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,050,000 shares of common stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit No. Description

10.1	Joint Filing Agreement between Opex Energy Corp. and Joseph Carusone (attached as an exhibit to the Schedule 13D/A filed on May 28, 2010)

10.2	Share Sale Agreement dated July 2, 1010 between Opex Energy Corp. and Medcon Pharma (Hong Kong) Limited

Page 5

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.

July 2, 2010
Dated

/s/ Joseph Carusone
Signature

Joseph Carusone
Name/Title

/s/ Joseph Carusone
Signature

Joseph Carusone, President of Opex Energy Corp.
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-10.2 2 exhibit10-2.htm SHARE SALE AGREEMENT DATED JULY 2, 1010 Striker Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com

NONE OF THE SECURITIES TO WHICH THIS PURCHASE AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES 1933 ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SHARE PURCHASE AGREEMENT

BETWEEN:

	OPEX ENERGY CORP., an Alberta corporation, of 1400—350 7th Avenue
	S.W., Calgary, Alberta T2P 3N9

	(the “Vendor”)

AND:

	MEDCON PHARMA (HONG KONG) LIMITED, a Hong Kong corporation,
	of 8th Floor, 5 Queen's Road, Hong Kong.

	(the “Purchaser”)

WHEREAS:

A. The Vendor is the registered and beneficial owner of 5,350,000 shares of the common stock of Striker Energy Corp. (the “Company”), a company incorporated under the laws of the State of Nevada;

B. The Vendor desires to sell to the Purchaser, and the Purchaser desires to purchase from the Vendor, 1,050,000 of the Company’s shares (the “Purchase Shares”) on the terms and conditions hereinafter set forth in this Agreement; and

C. The parties hereto desire to make certain representations, warranties and agreements in connection with the proposed purchase and sale of the Purchase Shares and to set forth various conditions to the transactions contemplated hereby.

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 from the Vendor, and the Vendor agrees to sell to the Purchaser, the Purchase Shares free and clear of all liens, charges and encumbrances of any kind whatsoever, except any restrictions that may be imposed by applicable securities laws.

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1.2 The purchase price of the Purchase Shares is the amount of Twelve Thousand Six Hundred Dollars ($12,600) (the “Purchase Price”).

1.3 The closing of the purchase and sale of the Purchase Shares (the “Closing”) shall take place on July 2, 2010 or such other date as may be mutually agreed by the parties hereto.

2. Conditions to Closing and Deliveries by the Parties

2.1 At the Closing, the Vendor will deliver or cause to be delivered to the Purchaser certificates representing the Purchase Shares registered in the Purchaser’s name and transferring to the Purchaser good title to the Purchase Shares, free and clear of all liens, charges and encumbrances of any kind whatsoever.

2.2 At the Closing, the Purchaser will deliver to Vendor the Purchase Price.

3. Acknowledgements

3.1 The Purchaser acknowledges and agrees that the:

	(a)	none of the Purchase Shares have been registered under the Securities Act of 1933 (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States and, unless so registered, they may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S (“Regulation S”) as promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act, 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, in accordance with applicable state and provincial securities laws:

	(b)	the Vendor is an “affiliate” (as defined in Rule 144 promulgated by the SEC under the 1933 Act) of the Company and as a result the Purchase Shares will be subject to a new hold period (as contemplated under Rule 144 promulgated under the 1933 Act) which commences on the date of the completion of the transactions contemplated by this Agreement.

4. Representations and Warranties

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

	(a)	the Vendor is the legal and beneficial owner of, and has marketable title to, the Purchase Shares free and clear of all liens, charges and encumbrances of any kind whatsoever;

	(b)	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 Purchase Shares to the Purchaser;

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

(a)

the Purchaser 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;

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	(b)	this Agreement and all other documents required to be executed and delivered by the Purchaser have been duly, or will when executed and delivered be duly, executed and delivered by the Purchaser, and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser 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;

	(c)	the Purchaser 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;

	(d)	by completing the Accredited Investor Questionnaire attached to this Purchase Agreement the Purchaser is representing and warranting that it is an accredited investor, as that term is defined in Rule 501 of Regulation D, promulgated by the SEC under the 1933 Act;

	(e)	the sale of the Purchase Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;

	(f)	the Purchaser understands and agrees that none of the Purchase Shares have 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 to U.S. Persons, as that term is defined in Regulation S under the 1933 Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

	(g)	the Purchaser is acquiring the Purchase Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Purchase Shares;

	(h)	the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Purchase Shares for an indefinite period of time;

	(i)	the Purchaser understands and agrees that the Purchase Shares are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act; and

	(j)	the Purchaser is not acquiring the Purchase Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

5. Legending and Registration of Subject Shares

5.1 The Purchaser hereby acknowledges that a legend will be placed on the certificates representing the Purchase Shares to the effect that the Purchase Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

5.2 The Purchaser hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

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6. Termination

6.1 This Agreement may be terminated at any time prior to the Closing (a) by the mutual consent of the Purchaser and the Vendor, or (b) by any party hereto if the Closing has not occurred on or before July 1, 2010.

6.2 In the event of the termination of this Agreement, this Agreement shall terminate and the parties shall have no liabilities or obligations to each other hereunder; provided that nothing contained herein shall relieve any party of liability for fraud or willful breach of this Agreement.

7. Indemnity

7.1 Each party agrees to indemnify the other and their respective directors, officers, employees and agents (the “Indemnitees”) against, and to hold the Indemnitees harmless from, any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Indemnitees (or any of them) may become subject as a result of (a) any breach of any representation, warranty, covenant or agreement made by or to be performed on the part of either party under this Agreement.

8. Further Assurances

8.1 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.

9. Governing Law

9.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta.

EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

10. Survival

10.1 This Agreement, including without limitation the representations and warranties contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Purchase Shares as contemplated herein for a period of three years from the date of closing of the transactions contemplated herein.

11. Assignment

11.1 This Agreement is not transferable or assignable.

12. Electronic Means

12.1 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 as of the date set forth on page one of this Agreement.

13. Severability

13.1 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

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14. Entire Agreement

14.1 Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Purchase Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law.

15. Notices

15.1 Any notice required or permitted to be given under this Agreement will be validly given if in writing and delivered, sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy or sent by prepaid registered mail, addressed to the applicable party at its address indicated on the first page of this Agreement or to such other address as any party may specify by notice in writing to the other. Any notice delivered on a business day will be deemed conclusively to have been effectively given on the date notice was delivered and any notice given by electronic communication will be deemed conclusively to have been given on the date of such transmission. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting, but if at the time of posting or between the time of posting and the fifth business day thereafter there is a strike, lockout or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.

16. Counterparts

16.1 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.

17. Currency

17.1 Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.

18. Independent Legal Advice

18.1 Both parties acknowledge that:

	(a)	this Agreement was prepared by Clark Wilson LLP for the Vendor;

	(b)	Clark Wilson LLP received instructions from the Vendor and does not represent the Purchaser;

	(c)	the Purchaser has been advised to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

	(d)	the Purchaser has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Purchaser confirms that he fully understands this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, the Purchaser waives his right to obtain independent legal advice.

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19. Time of the Essence

19.1 Time is of the essence of this Agreement.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the 2nd day of July, 2010.

OPEX ENERGY CORP.

By: /s/ Joseph Carusone

Joseph Carusone, President

MEDCON PHARMA (HONG KONG) LIMITED

By: /s/ Nicholas W. Burton

Nicholas W. Burton, Director (Please print the name and title of the signatory)

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