Cobra Venture Corporation has entered into an assignment and assumption agreement (the "Assignment Agreement") with a corporation controlled by an insider of the Corporation (the "Assignor"), whereby the Assignor has agreed to assign to the Corporation all of its right and interest in an offer to purchase and interim agreement (the "Offer to Purchase") between the Assignor, as purchaser, and a third party who is arm's length party to the Corporation (the "Vendor"), as vendor. The Offer to Purchase is in respect of the acquisition of certain lands and premises located in the Municipal District of Rocky View No. 44, in the Province of Alberta, consisting or approximately 15.78 acres, excepting thereout all mines and minerals (the "Lands") for an aggregate purchase price of $3,975,000 (the "Purchase Price"). The Corporation believes that the Lands have a strategic value that will integrate into the Corporation's future business plans.
Pursuant to the Agreement, the Assignor has agreed to assign to the Corporation all of its rights and interests in and to the Offer to Purchase, including the right to purchase the Lands thereunder, in exchange for the Corporation paying to the Assignor $100,000, which amount is equal to the first non-refundable deposit already paid by the Assignor to the Vendor under the Offer to Purchase and which amount shall be applied against the Purchase Price upon closing of the acquisition of the Lands ("Closing"), and the assumption by the Corporation of all obligations and liabilities of the Assignor under the Offer to Purchase, including the obligation to pay the outstanding balance of the Purchase Price.