Mutual Termination Letter for Purchase and Sale Agreement between Freedom Petroleum, Inc. and Shalex Corporation

Summary

Freedom Petroleum, Inc. and Shalex Corporation mutually agree to terminate their Purchase and Sale Agreement dated October 10, 2014. The termination is not due to any fault or breach by either party, but rather a business decision by Freedom Petroleum in light of changes in the oil market. Both parties agree that, upon termination, neither will have further obligations or liabilities under the Agreement. The termination is effective upon mutual consent and proper regulatory disclosure.

EX-10.1 2 ex10-1.txt TERMINATION LETTER Exhibit 10.1 FREEDOM PETROLEUM, INC. 650 Poydras Street, Office 15 Suite 1400 New Orleans, LA 70130 April 28, 2015 Shalex Corporation 905, 500 4th Ave SW Calgary Alberta T2P 2V6 Attn: Wm. R. (Bill) McKay, President & CEO Re: Purchase and Sale Agreement Dear Mr. McKay, This letter is regarding the Purchase and Sale Agreement (the "Agreement") dated October 10, 2014 entered into by and between Shalex Corporation ("Shalex") and Freedom Petroleum, Inc. ("Freedom"). Freedom has decided not to meet the payment terms of the Agreement due to recent changes in global oil markets and a declined interest in the industry from investors, therefore, management has determined it would be in our shareholders' best interest not to continue pursuing the transaction contemplated under the Agreement and therefore we would like to terminate it. Based on the terms of the Agreement, it can be terminated through mutual consent. Accordingly, we hereby request your consent to terminate the Agreement pursuant to Section 6.16(c) of the Agreement. Freedom understands that the mutual agreement to terminate is subject to Freedom making proper disclosure to all applicable regulatory authorities and filing such disclosure by way of a Form 8K By returning a signed copy of this letter to us, you acknowledge and agree that 1) this termination is not a result of any fault or breach from either party and is made upon mutual consent of both parties; and 2) following the termination of the Agreement, Freedom shall immediately cease to be liable under Section 3.4 of the Agreement and neither party shall have any further liability to the other under the Agreement. We have enjoyed working with you and wish you a prosperous future. Please contact me if you would like to discuss this matter further. Thank you. Very truly yours, FREEDOM PETROLEUM, INC. By: /s/ Anton Lin ------------------------------ Name: Anton Lin Title: CEO Accepted and Agreed to as of the date first above written: SHALEX CORPORATION By: /s/ Wm. R. McKay -------------------------------- Name: Wm. R. (Bill) McKay Title: President and CEO