UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
AMENDEMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 12, 2013
PARK PLACE ENERGY
CORP.
(Exact name of registrant as specified in its
charter)
| Nevada | 000-51712 | 71-0971567 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
Suite 300, 400-5 Ave SW Calgary, AB Canada T2P
0L6
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 1-403-539-8710
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
2
Explanatory Note: Park Place Energy Corp. is filing this amended Current Report on Form 8-K/A to amend its Current Report on Form 8-K originally submitted on July 18, 2013 to include the revised news release as was publicly disseminated on July 19, 2013. This amended Current Report on Form 8-K/A serves to amend the disclosure of the news release only under Item 9.01 of that filing. The rest of the Current Report submitted on July 18, 2013 remains unchanged.
| Item 1.01 | Entry into a Material Definitive Agreement. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On May 1, 2013, Park Place Energy Corp. ( the “Company”, “we”, “us”, “our”) entered into a Consulting Agreement with Larsen Energy Consulting Inc. for services in regards to the negotiations and acquisitions of our property interests. Pursuant to the terms of the Consulting Agreement, compensation for the provision of services is $7,500 per month and includes the issuance of 200,000 shares of common stock of our Company. The Consulting Agreement also includes an award of options and bonus when the dispute with Overgas was brought to a successful conclusion. Accordingly, on or about July 13, 2013, we issued 600,000 options to Scott Larsen/ Larsen Energy Consulting Inc. pursuant to our 2011 Stock Option Plan, at an exercise price of $0.10 per share, exercisable until July 13, 2018.
As previously disclosed, on October 12, 2010, the Bulgarian Council of Ministers had granted to our company a permit for the exploration and prospecting of the “Vranino 1-11 block”, an oil and natural gas prospect located in the Dobroudja Basin in north eastern Bulgaria. The award was appealed by Overgas Inc. AD, a corporation operating in Bulgaria (“Overgas”). In the most recent action, on June 17, 2013, the Fifth Division Supreme Administrative Court in Bulgaria upheld the award of the Vranino 1-11 oil and gas exploration block license to our company.
On July 12, 2013, our company, along with our wholly owned Bulgarian subsidiary, BG Explorations EOOD (“BGE”), entered into an Agreement with Overgas “the Agreement”. Pursuant to the Agreement, BGE agreed to purchase data and geological and geophysical reports on the area covered by the Vranino 1-11 block for 308,750 Euros. Overgas agreed as part of the Agreement not to further appeal the Vranino 1-11 block award to our company. Having resolved the dispute with Overgas pursuant to the Agreement, as of July 11, 2013, this most recent decision is now final.
Our company will now proceed to negotiate the license agreement with the Ministry of Economy and Energy. Our company anticipates being able to commence initial work under the license beginning early in 2014.
On or about July 13, 2013, we resolved to issue 75,816 shares to a company controlled by a director of our company, with respect to the settlement of debt in the amount of $5,690. These shares will be issued to one (1) Non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), relying on Rule 506 of Regulation D of the Securities Act of 1933.
On or about July 16, 2013, we issued 200,000 shares of our common stock in accordance with the terms of the Consulting Agreement dated May 1, 2013, as noted above. We issued the shares to one (1) U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), relying on Rule 506 of Regulation D of the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Consulting Agreement with Larson Energy Consulting Inc. dated May 1, 2013 |
| 10.2 | Overgas Agreement dated July 12, 2013 |
| 99.1 | News Release dated July 18, 2013 |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PARK PLACE ENERGY CORP. | |
| /s/ Taisiia Popova | |
| Taisiia Popova | |
| Chief Executive Officer and Chief Financial Officer | |
| Date: July 19, 2013 |
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made effective May 1, 2013 (the “Effective Date”) by and between Larsen Energy Consulting Inc., a Texas corporation whose address is 3364 Blackburn St., Dallas, Texas 75204 (“LECI”) and Park Place Energy Corp., a Nevada corporation whose address is Suite 300, 400-5th Avenue SW, Calgary, Alberta, Canada T2P 0L6 (“PPEC” or “Client”). LECI and Client are sometimes jointly referred to as the “Parties”.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. GENERAL PROVISIONS
1.1 Scope of Services. LECI shall provide the services set forth in Appendix A to this Agreement (the “Services”). LECI's advice to Client (or to Client’s affiliates or subsidiaries) in respect of the Services shall be given orally or in writing. LECI shall report to the nominated representative of Client, or to such other individual as Client may hereafter specify by written notice to LECI. When requested, LECI shall provide Client with a summary report, in which LECI describes the Services it has performed since the last report.
1.2 Initial Objective. To reach an agreement with Overgas, on terms acceptable to Park Place Energy Corp.’s (PPEC) Board of Directors, to resolve the litigation over the award of the permit for oil and gas exploration to PPEC covering a 98,204 acre tract in the Dobroudja Basin, Eastern Bulgaria (the “Permit”) so as to enable PPEC to commence exploration activities on the Permit.
1.3 Relationship between the Parties. Consultant shall perform the Services hereunder solely in the capacity of an independent contractor. Nothing contained herein shall be construed as establishing or creating a partnership, master and servant relationship or principal and agent relationship between Consultant and Client. Without limiting the foregoing, Consultant shall not have the right or authority to enter into any contract, warranty, guarantee or other undertaking or obligation in the name of or for the account of Client, or to assume or create any obligation or liability of any kind, express or implied, on behalf of Client, or to bind Client in any manner whatsoever, except, in each case, as to actions taken by Consultant with the express consent and direction of the Client.
1.4 Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas, the location of LECI’s offices. Both Parties consent to the jurisdiction of the state and federal courts in Dallas County, Texas.
1.5 Interpretation. Words importing the singular include the plural and vice versa where the context requires. The word 'days' denotes calendar days. The word ‘months’ denotes calendar months. The headings in this Agreement shall not be deemed to form part thereof.
Page 1 of 6
1.6 Notices. All notices under this Agreement shall be given in writing and shall be deemed to have been duly given if delivered by hand or by registered post, at the address of each of the Parties specified in this Agreement. Copies of notices by electronic mail shall have the same validity as written notices if they are confirmed by an electronic read receipt from a computer belonging to each of the parties specified in this Agreement. Each Party shall have the right from time to time during the term of this Agreement to change its address, telephone, facsimile numbers, email address and/or the person to whom communications are to be delivered by notifying the other Party in writing.
LECI
364 Blackburn Street
Dallas, Texas 75204
Attn:
Scott C. Larsen
Scott.Larsen@LarsenEnergy.com
PPEC
Suite 300, 400-5th Avenue SW
Calgary,
Alberta Canada T2P 0L6
Attn: Scott Lower
tpopova@parkplaceenergy.com
2. TERM; AMENDMENT OR TERMINATION OF AGREEMENT
2.1 Term. This Agreement shall come into force on the Effective Date and shall remain in force for a period of four (4) months and unless terminated in accordance with the provisions of Clause 2.5 hereof, shall continue in full force and effect on a month to month basis. LECI shall provide the Services after the Effective Date pursuant to Client’s request or instructions confirmed by LECI.
2.2 Amendment and Assignment. This Agreement shall not be amended without the prior written approval of both Parties. Neither Party shall assign the benefit or in any way transfer the obligations of this Agreement or any part thereof without the prior written consent of the the other Party; provided, Client may assign the Agreement to an affiliate upon notice to LECI.
2.3 Termination. Either Party shall have the right to terminate this Agreement at any time by giving not less than fifteen (15) days prior written notice to the other Party. Any termination of this Agreement shall not prejudice or affect the accrued rights or claims of either Party hereto up to and including the termination date.
LECI shall be entitled to receive the remuneration for the Services duly performed up to the effective date of termination. LECI shall immediately return to Client all documentation, drawings and any other material furnished by Client to LECI for the purpose of the Services and/or prepared by LECI in the course of performing the Services. In addition, should either of the events triggering the Success Fee occur within six (6) months from the date of termination of this Agreement, then LECI shall be owed the Success Fee.
3. OWNERSHIP OF DOCUMENTS AND COPY RIGHT
All correspondence, reports, calculations and other documents furnished to LECI or prepared by LECI in performance of the Services (the “Results”) shall be the property of the Client. LECI shall not retain the copyright to the Results and hereby agrees that the copyright to the Results shall be the property of Client.
Page 2 of 6
4. OBLIGATIONS OF LECI
4.1 Care and Diligence. LECI shall exercise all reasonable skill, care and diligence in the performance of the Services under this Agreement, and shall carry out all its responsibilities in accordance with recognised professional standards. LECI will use all reasonable efforts to ensure that any advice and information supplied by LECI in the performance of the Services is timely, accurate and complete.
4.2 Conflict of Interest. LECI shall not undertake any work for third parties during the term of this Agreement which will give rise to a conflict of interest or cause any impediment to the Services provided for Client. Client acknowledges that LECI may undertake work for third parties so long as such work does not present a conflict of interest with Client.
4.3 Personnel. LECI agrees that the Services will be provided solely by Scott C. Larsen (“Larsen”). LECI shall ensure that Larsen will remain on this assignment for the full term of the Agreement. LECI further agrees to obtain Client's prior written agreement to any substitution of personnel or where personnel other than Larsen perform Services under this Agreement.
4.4 Confidentiality. All information which LECI directly or indirectly acquires from Client from and after the Effective Date, including information relating to Client’s business, its clients, or its associates and information arising out of the Services (hereinafter together referred to as “Proprietary Information”) shall be considered the proprietary property of Client. LECI shall keep Proprietary Information confidential and shall not disclose the same to any third party nor use the same except in providing the Services without the prior consent of Client.
The foregoing shall not apply to information which LECI can show at the time of disclosure is or becomes public knowledge other than through the negligence or fault of LECI.
5. REMUNERATION, INVOICING AND PAYMENT
5.1 Compensation and Expenses. Client will pay the Compensation to Consultant in accordance with Appendix B hereto. Such Compensation shall constitute payment in full for the Services provided hereunder. The Client agrees to reimburse Consultant’s reasonable travel expenses in addition to the Compensation. “Reasonable” travel expenses includes, for illustrative purposes, business class air travel (consistent with Client’s policy for executive officers), accommodation and incidental costs within a hotel suitable for business affairs, all meals and travel expenses while travelling on behalf of Client.
5.2 Invoicing and Payment. Consultant shall submit its invoice promptly after the close of the month in which the Services have been performed. Consultant shall provide with each invoice copies of supporting documents (receipts, etc.) for reimbursable expenses. If any item or part of an item or an invoice shall be disputed, such item or part shall be deducted from the invoice pending settlement of the dispute and the remainder shall be paid as provided above. Any amount due after settlement of the dispute shall be added to the next invoice. All amounts owing shall be due and payable by Client within fifteen (15) days after the date of the invoice, by wire transfer or other manner as directed in writing by Consultant.
Page 3 of 6
6. PUBLICITY AND TITLE
LECI shall be permitted to identify itself as a representative of Client for the purpose of performing the Services. In addition, Larsen shall be appointed President of PPEC’s wholly owned subsidiary, Park Place Energy (International) Inc., and shall be authorized to conduct negotiations with Overgas, MEET and others related to achieving the Objective in such capacity. Larsen will tender his resignation to such position upon either party giving notice of termination of this Agreement.
7. INDEMNIFICATION
LECI shall indemnify and hold Client harmless from and against any claims, demands, losses, liabilities, suits, expenses, costs or causes of action in respect of damage to, injury or death of LECI personnel or equipment howsoever arising and irrespective of the negligence of the Client.
Client shall indemnify and hold LECI harmless from and against any claims, demands, losses, liabilities, suits, expenses, costs or causes of action in respect of damage to, injury or death of Client personnel or equipment howsoever arising and irrespective of the negligence of the LECI.
Neither Party shall be liable to the other for loss of profit, business interruption or any other indirect or consequential loss whether in contract, tort (including negligence) or otherwise at law.
LECI shall be solely responsible and liable for the payment of and compliance with all taxes and levies relating to the Compensation paid to LECI for the Services performed under this Agreement, including but not limited to, corporate income tax, personal income tax, withholding tax, social insurances and labour surcharges, value added tax, sales tax and indirect taxes.
9. FORCE MAJEURE
While LECI agrees to use its best endeavours to perform the Services for Client as specified, LECI will not be responsible for any delays or failure to perform the Services which are beyond LECI's control.
Where events outside either Party's control cause such delay that the purpose of this Agreement is materially destroyed, either Party shall be entitled to terminate the Agreement upon written notice. In such circumstances Client will not make any further payments of Fees, and there will be no refund of payments already made.
| Agreed for and on behalf of | Agreed for and on behalf of | |
| Larsen Energy Consulting Inc. | Park Place Energy Corp. | |
| /s/ “Scott C. Larsen” | /s/ “Taissia Popova” | |
| Scott C. Larsen | Taissia Popova | |
| President | Chief Executive Officer |
Page 4 of 6
Appendix A
Services To Be Performed on Behalf of
Client
| 1. |
Work to achieve the Initial Objective so as to enable PPEC to commence exploration activities on the Permit. This will include, without limitation: |
| 2. |
General advice and assistance concerning the business of Client and its subsidiaries including: |
| a. |
Establishing business contacts; | |
| b. |
Identifying key governement departments and agencies, and their officials; | |
| c. |
Analyzing and interpreting governmental policies in the areas of petroleum exploration and production; and | |
| d. |
Formulating and developing strategies for establishing and maintaining Client’s relations with government and business contacts. |
| 3. |
Advice regarding business strategy and competitor activities concerning the business of Client and its subsidiaries, including: |
| a. |
Demonstrating the technical and commercial potential for viable business opportunities in petroleum exploration and production; | |
| b. |
Developing appropriate tactics to implement strategy; and | |
| c. |
Assistance with budgets and projections. |
| 4. |
Assistance in identifying, evaluating and obtaining business opportunities for Client and its subsidiaries in the areas of petroleum exploration and production, including: |
| a. |
Reviewing and screening of open acreage and farm-in and farm-out opportunities; | |
| b. |
Reviewing and screening potential joint venture partners. |
| 5. |
Such other Services as requested by Client and its subsidiaries and that LECI is willing and reasonably able to provide in order to assist the Client and its subsidiaries. |
Services will be performed by Scott C. Larsen at locations as required by the nature of the Services. Nominated Representative of Client: Client may appoint and remove Client’s nominated representative at any time and from time to time. Client’s initial nominated representative for this Agreement shall be Scott Lower.
Page 5 of 6
Appendix B
Remuneration For Services specified in
Appendix A
Compensation for Services under this Agreement shall consist of the following:
| Retainer: | Retainer of $7,500 USD per month;
| |
| Shares of PPEC: | Grant of 200,000 PPEC shares of stock
vesting immediately | |
| Success Fee: | If and when either (1) an agreement is reached with Overgas acceptable to PPEC which resolves the litigation and permits the exploration of the Permit or (2) there is a court decision which conclusively concludes the current litigation over the Permit and resolves the dispute in favour of an award of the Permit to PPEC, then: | |
| A. |
A cash payment of $15,000 USD; and | |
|
B. |
The grant of 600,000 PPEC stock options under the 2011 Stock Option Plan for a term of 5 years with an exercise price of $0.10 and vesting on the date the agreement with Overgas is executed. | |
Page 6 of 6
AGREEMENT
by and between
PARK PLACE ENERGY CORP.,
BG EXPLORATIONS EOOD
and
OVERGAS INC. AD
Dated as of July 11, 2013
EXHIBITS:
Exhibit A: Description of OG Data
Exhibit B: Escrow Agreement
AGREEMENT
THIS AGREEMENT is entered into on the 11th day of July, 2013 (the “Effective Date”) by and between Park Place Energy Corp., a corporation organized under the laws of the State of Nevada, USA, address Suite 300, 400 5th Ave. SW, Alberta, Canada T2P 0L6, with SEC Commission File No. 000-51712 and IRS Employer No. 71-0971567 duly represented by Taisiia Popova in her capacity of Chief Executive Officer (hereinafter referred to as "PPEC"), BG Explorations EOOD, EIK 201993869, a limited liability company incorporated and existing under the laws of Bulgaria, address 23, Serdika str., 1202 Sofia, Bulgaria represented by David Roy Johnson in his capacity as Manager (hereinafter referred to as “BGE”) and Overgas Inc.AD, UIC 040845618, a joint stock company incorporated and existing under the laws of Bulgaria, address 1407 Sofia, Bulgaria, 5 Philip Kutev str., duly represented by Sasho Dontchev in his capacity of Executive Director (hereinafter referred to as "OG"). The companies named above, and their respective successors and permitted assignees (if any), may sometimes individually be referred to as a "Party" and collectively as the "Parties".
RECITALS:
| A. |
On October 4, 2010 the Bulgarian Council of Ministers granted to PPEC a permit for the exploration and prospecting of oil and natural gas pursuant to Article 2, Para. 1, Item 3 of the Underground Resources Act for Block 1-11 Vranino, located in the District of Dobrich, Bulgaria (herein called the (“Vranino Permit”) in Decision No. 718 by the Bulgarian Council of Ministers, which decision was promulgated in State Gazette issue 80 dated 12 October 2010. OG filed an appeal of that decision which was decided by the three judge panel of the Supreme Administrative Court, Fifth Division under administrative case 4560/2013 in Decision No. 8248 on June 12, 2013. (herein called the “Decision”); |
| B. |
The Decision denied OG’s appeal and upheld the award of the Vranino Permit to PPEC. OG has the right to appeal the Decision within 14 days of the official notice of the Decision to OG; |
| C. |
OG as a participant in the competition procedure for issuing of the Vranino Permit has accumulated and analyzed a large amount of geological and geophysical data which covers and includes the area covered by the Vranino Permit. In that connection OG is ready to prepare various expert reports and interpretations of the data which is more specifically detailed on Exhibit A attached hereto (collectively hereinafter referred to as the “OG Data”); |
| D. |
The Parties desire to resolve and settle the dispute concerning the grant of the Vranino Permit to PPEC and cause the dismissal of the Appeal subject to the terms and conditions set forth herein. |
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set out below and to be performed, PPEC, BGE and OG agree as follows:
ARTICLE 1
PURCHASE OF OG DATA
1.1 Agreement to Purchase
BGE hereby agrees to purchase the OG Data from OG for a purchase price equal to Three Hundred Eight Thousand Seven Hundred Fifty Euros (€ 308,750) plus VAT for a total of Three Hundred Seventy Thousand Five Hundred Euros (€ 370,500) which is without withholding tax or any other tax (hereinafter called the “Purchase Price”).
1.2 Escrow of the Purchase Price
To secure payment of the Purchase Price, BGE shall, upon execution of this Agreement, deposit the Purchase Price into an escrow account established at the law firm of Atanassov & Ivanov (Reg. No. BULSTAT 131257887, Bulgaria) pursuant to an Escrow Agreement. The Purchase Price shall be deposited in the escrow account before (1) the receiving by the Escrow Agent of the executed originals of this Agreement and the Escrow Agreement and before (2) the expiration of the OG’s term to appeal the Decision. The Escrow Agreement shall be in the form attached hereto as Exhibit B. The Escrow Agreement shall be signed concurrently with this Agreement by and between OG, PPEC, BGE and the law firm of Atanassov & Ivanov who shall serve as “Escrow Agent” under the Escrow Agreement. Concurrent with signing the Escrow Agreement, the Escrow Agent shall furnish to OG a duly certified bank statement which confirms that the Escrow Agent has the Purchase Price on deposit in escrow account.
1.3 Release of Purchase Price from Escrow
The Escrow Agent shall, pursuant to the terms of the Escrow Agreement, release the Purchase Price from escrow and deliver the Purchase Price to OG only if and within one (1) day of the date after the right of OG to appeal the Decision has expired and OG has not appealed the Decision. OG shall furnish written confirmation to the Escrow Agent that OG has not filed an appeal of the Decision and that the time within which OG has the right to file an appeal of the Decision has expired. The Escrow Agent is liable for the existence of the funds (the Purchase Price) deposited in the escrow account for the period from when the funds are deposited into the escrow account until the funds are delivered by the Escrow Agent in compliance with its certain contract obligations.
1.4 Right to Retain Copy of OG Data
OG shall deliver to BGE the OG Data in digital version; OG Data shall also include hard copies of the reports listed in Exhibit A. OG shall be entitled to retain a copy of the OG Data for the sole purpose of the possible scientific study and commercial production of natural gas based on alternative methods set out in Article 4 below and the respective rights concerning this Data solely for achieving of this purpose.
ARTICLE 2
ABANDONMENT OFAPPEAL
2.1 Abandonment of the Appeal by OG
OG agrees not to appeal the Decision if within the term for appealing it has received by the Escrow Agent a written confirmation that it can provide OG with (1) a duly certified bank statement which confirms that the Escrow Agent has the Purchase Price on deposit in escrow account and (2) the executed by PPEC and BGE originals of this Agreement and the Escrow Agreement. Upon the Decision becoming final and un-appealable, the expected result will be that title to the Vranino Permit shall be held by PPEC free and clear of all claims and encumbrances created by, through or under OG.
When the Decision is final and un-appealable, then:
A. OG agrees that it has no further or additional objections to the grant of the Vranino Permit to PPEC and that it shall take no action or position which would impair the right of PPEC to the Vranino Permit with any third party or governmental agency with respect thereto.
B. PPEC agrees that it has no objections to OG concerning the court procedure and the subject of this Agreement and that it shall take no action or position which would impair any of the rights of OG with any third party, governmental agency, court or any other administrative organization with respect thereto.
2.2 Agreement regarding Costs
PPEC agrees that PPEC, being an interested party participating in the administrative court proceedings under court cases as per the Inventory of the Supreme Administrative Court No 4560/2013, Fifth Division, No 13789/2010, Fifth Division and No 12540/2012, Five Member Panel, Second Department, hereby agrees that PPEC is solely responsible for its own attorney fees and for any claims for court expenses arising out of the court proceedings held under the said administrative court cases No 4560/2013, No 13789/2010 and No 12540/2012. PPEC expressly agrees it makes no claim for any such expenses against OG.
OG agrees that OG, being the claimant participating in the administrative court proceedings under court cases as per the Inventory of the Supreme Administrative Court No 4560/2013, Fifth Division, No 13789/2010, Fifth Division and No 12540/2012, Five Member Panel, Second Department, hereby agrees that OG is solely responsible for its own attorney fees and for any claims for court expenses arising out of the court proceedings held under the said administrative court cases No 4560/2013, No 13789/2010 and No 12540/2012. OG expressly agrees it makes no claim for any such expenses against PPEC.
ARTICLE 3
Deliveries
3.1 Deliveries by PPEC
| A. |
Concurrent with execution of this Agreement, PPEC shall deliver, or cause to be delivered, the executed original of this Agreement and the Escrow Agreement to the Escrow Agent with an original copy to OG. BGE and shall deposit the Purchase Amount with the Escrow Agent in accordance with the terms of the Escrow Agreement. |
3.2 Deliveries by OG
| A. |
Concurrent with execution of this Agreement, OG shall deliver, or cause to be delivered, the executed original of this Agreement and the Escrow Agreement to the Escrow Agent with a copy to BGE and PPEC. |
| B. |
As soon as possible but no later than five (5) Business Days following (1) receipt of the Purchase Price from the Escrow Agent and (2) expiration of the right of OG to appeal the Decision, OG shall cause to be hand delivered to BGE a package containing all of the OG Data specified in Exhibit A to the following address: C/O Atanassov & Ivanov Law Firm, 23 Serdica Str., Sofia 1202, Bulgaria, Attention: Ilian Ivanov. |
3.3 Deliveries by Escrow Agent
| A. |
Concurrent with execution of this Agreement, the Escrow Agent shall deliver, or cause to be delivered, a copy of the executed original of this Agreement and the Escrow Agreement to PPEC, BGE and to OG. |
| B. |
Concurrent with execution of this Agreement, the Escrow Agent shall deliver to OG a duly certified bank statement which confirms that the Purchase Price is on deposit in escrow account. |
| C. |
The Escrow Agent shall deliver to OG the Purchase Price from escrow according to provisions of Article 1.3 above. |
3.4 Deliveries by BGE
| A. |
Concurrent with execution of this Agreement, BGE shall deliver, or cause to be delivered, the executed original of this Agreement and the Escrow Agreement to the Escrow Agent with a copy to OG and PPEC and shall deposit the Purchase Amount with the Escrow Agent in accordance with the terms of the Escrow Agreement. |
ARTICLE 4
UNDERSTANDING REGARDING POTENTIAL STUDY
4.1 Ability to Propose Study
At any time up to six (6) months prior to the end of the initial five (5) year term of the Vranino Permit, either Party may propose to the other Party that the Parties form a consortium for the purpose of engaging in a scientific study of the potential application of alternative production of natural gas from the area covered by the Vranino Permit.
4.2 Right and Option to Participate
Upon the submission by one Party to the other Party of a proposal according to the provisions of Article 4.1 above the Parties agree to attempt, in good faith, to negotiate an agreement. Neither Party shall have any liability to the other Party in the event the Parties fail to reach a mutually acceptable agreement.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE
PARTIES
5.1 PPEC's Representations and Warranties
PPEC makes the following representations and warranties to OG as of the date hereof:
| A. |
Corporate Authority. |
|
PPEC is duly organized and validly existing under the laws of the State of Nevada, USA. PPEC is qualified to conduct business in Bulgaria as necessary to perform its obligations under this Agreement. PPEC has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Agreement, upon execution and delivery to OG and BGE, constitutes a legal, valid and binding obligation of PPEC, enforceable against PPEC in accordance with its terms. | |
| B. |
Ownership. |
|
PPEC is the sole owner, subject to the Appeal, of the Vranino Permit. |
5.2 OG's Representations and Warranties
OG makes the following representations and warranties to PPEC and BGE as of the date hereof:
| A. |
Corporate Authority. |
|
OG is duly organized and validly existing under the laws of Bulgaria. OG is qualified to conduct business in Bulgaria as necessary to perform its obligations under this Agreement. OG has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Agreement, upon execution and delivery to PPEC and BGE, constitutes a legal, valid and binding obligation of OG, enforceable against OG in accordance with its terms. | |
| B. |
Ownership of the OG Data. |
|
OG is the sole owner of the OG Data and has the legal right and authority to transfer title to the OG Data to BGE in accordance with the terms of this Agreement. |
5.3 BGE's Representations and Warranties
BGE makes the following representations and warranties to OG as of the date hereof:
| A. |
Corporate Authority. |
|
BGE is duly organized and validly existing under the laws of Bulgaria. BGE is qualified to conduct business in Bulgaria as necessary to perform its obligations under this Agreement. BGE has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. This Agreement, upon execution and delivery to OG and PPEC, constitutes a legal, valid and binding obligation of BGE, enforceable against BGE in accordance with its terms. |
ARTICLE 6
TAX
Each Party shall be obliged to report, pay and administer its own tax obligations arising out as a result of the fulfillment of this Agreement. Each Party shall protect, defend and indemnify each other Party from any and all loss, cost or liability arising from the indemnifying Party's failure to report and discharge such taxes or satisfy such obligations.
ARTICLE 7
NOTICES
All notices authorized or required between or among the Parties by any of the provisions of this Agreement shall be in writing (in English) and delivered in person or by courier service or by any electronic means of transmitting written communications. Neither verbal nor email communication constitute good notice for purposes of this Agreement (e-mail addresses and telephone numbers are listed below as a matter of convenience only). A notice given under any provision of this Agreement shall be deemed delivered only when received by the Party to whom such notice is directed.
| If to PPEC or to BGE: | with copy to: |
| Park Place Energy Corp. (or BG Explorations EOOD) | |
| C/O Atanassov& Ivanov Law Firm | C/O Macdonald Tuskey, Attorneys |
| 23 Serdica Str. | 400–- 570 Granville Street, |
| Sofia 1202, Bulgaria | Vancouver BC V6C 3P1 |
| Attention: Ilian Ivanov | Attention: Bill McDonald |
| Telephone: +359 88 870 65 60 | Telephone: +1 604 648 1674 |
| Fax +359 2 983 67 84 | Email: wmacdonald@wlmlaw.ca |
| If to OG: | with copy to: |
| Overgas Inc. | Overgas Inc. |
| 5 Philip Kutev Str. | 5 Philip Kutev Str. |
| Sofia 1407, Bulgaria | Sofia 1407, Bulgaria |
| Attention: Kolyo Tonev | Attention: Vladislav Nikolov |
| Telephone: +359 2 42 83 580 | Telephone: +359 2 42 83 242 |
| Fax: +359 2 9621 724 | Fax: +359 2 9621 724 |
ARTICLE 8
GOVERNING LAW
8.1 Governing Law
The substantive law of Bulgaria, exclusive of any conflicts of laws principles that could require the application of any other law, shall govern this Agreement for all purposes, including the resolution of disputes between or among the Parties.
8.2 Dispute Resolution
Any disputes arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties, shall be settled in accordance with the rules of arbitration of the Court of Arbitration at Bulgarian Industrial Association by three (3) arbitrators appointed in accordance with said rules. The resulting arbitral award shall be final, binding and without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect. Arbitration proceedings shall be held in the Bulgarian language.
ARTICLE 9
GENERAL PROVISIONS
9.1 Further Assurances
Each of the Parties shall do all such acts and execute and deliver all such documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.
9.2 Severance of Invalid Provisions
If and for so long as any provision of this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.
9.3 Modifications
There shall be no modification of this Agreement except by written consent of all the Parties.
9.4 Assignment
No Party may assign this Agreement or any of its rights, interests, or obligations under this Agreement to a third party, without the prior written consent of the other Parties.
9.5 No Third-Party Beneficiaries
This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.
9.6 Fees and Expenses
Whether or not the transactions contemplated by this Agreement are consummated, all fees, costs and expenses incurred in connection with the preparation and negotiation of this Agreement shall be the obligation of the respective Party incurring such fees, costs and expenses. With respect to costs and attorney fees incurred in the Appeal, each Party shall be responsible for its own fees, costs and expenses. PPEC shall be responsible for the costs associated with the Escrow Agent under the Escrow Agreement.
9.7 Counterpart Execution
This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original agreement for all purposes; provided that no Party shall be bound to this Agreement unless and until all Parties have executed a counterpart.
9.8 Public Announcements
No Party is authorized to make any announcement/disclosure concerning the related negotiations and the text of this Agreement and its Exhibits which are absolutely confidential. This obligation is not applicable if it is necessary for a Party to disclose the Agreement or some part of the information specified above in order to comply with the applicable laws, rules or regulations of stock exchange authority having jurisdiction over such Party or if there is a preliminary written consent given by the other Party for each separate request/case.
9.9 Entirety
With respect to the subject matter contained herein, this Agreement (i) is the entire agreement of the Parties; and (ii) supersedes all prior understandings and negotiations of the Parties.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each Party has caused its duly authorized representative to sign this instrument on the date set out in the first sentence of this Agreement.
| PPEC: | |
| Park Place Energy Corp., a corporation existing | |
| under the laws of the State of Nevada, USA | |
| By: /s/ “Taisiaa Popova” | |
| Name: Taisiia Popova | |
| Its: Chief Executive Officer | |
| BGE: | |
| BG Explorations EOOD, a limited liability | |
| company existing under the laws of Bulgaria | |
| By: /s/ “David Roy Johnson” | |
| Name: David Roy Johnson | |
| Its: Manager | |
| OG: | |
| OG Inc. AD, a corporation existing under the laws | |
| of Bulgaria | |
| By: /s/ “Sasho Dontchev” | |
| Name: Sasho Dontchev | |
| Its: Executive Director |
Consent: The law firm of Atanassov & Ivanov, through is duly authorized representation, hereby signs this document for the sole and exclusive purpose of consenting to serve as Escrow Agent under the form of Escrow Agreement attached to this Agreement as Exhibit B.
| By: /s/ “Stoyan Atanassov” | |
| Name: Stoyan Atanassov | |
| Its: |
Exhibit A
OG DATA
Development of geological model for the central part of Dobrudza Coal Deposit and Basin
OG Data shall include the following prepared data, maps, models and reportsof the conducted geological surveys of Dobrudza Coal Deposit on the basis of existing geological and geophysical information.
Scope of work:
OG Data shall include the following data used in the scope of work:
| 1. |
All well logs including mud and bond logs (to the extent existing). |
| 2. |
All well reports including well completion reports. |
| 3. |
All published data and information. |
NEWS RELEASE
PARK PLACE ENERGY CORP.
| OTCBB:PKPL | |
| July 18, 2013 |
Park Place announces end of litigation over grant of Vranino 1-11 Block License
Park Place is pleased to announce that it has entered into an agreement which effectively brings to an end the litigation over the grant to the Company of the Vranino 1-11 Block License. In addition, as part of the agreement, Park Place has purchased certain data and studies relating to the area covered by Vranino license which will assist the Company in planning future exploration and development activities. The next step is finalizing the form of license agreement with the Bulgarian regulators. Park Place anticipates commencing activities on the license area in early 2014. The Vranino license is located in the Dobrich Basin, Eastern Bulgaria. This area has been the subject of significant past exploration work including extensive 2 D seismic coverage and over 200 wells drilled as part of a comprehensive resource assessment.
For Further Information:
| E-mail: info@parkplaceenergy.com | Website: www.parkplaceenergy.com |
| Tel: (403) 539 8710 | |
| Park Place Energy Corp. | |
| Suite 300, 400-5 Ave SW | |
| Calgary, AB Canada T2P 0L6 |
Disclaimer: Certain information regarding the Corporation contained herein may constitute forward-looking statements. These statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although Park Place believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied. The Corporation is under no obligation to update or alter any forward looking statement.