SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2014
Well Power, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
11111 Katy Freeway - Suite # 910
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (713) 973-5738
(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 (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 — Entry into a Material Definitive Agreement
On January 22, 2014, Well Power, Inc., a Nevada corporation (the “Company”), entered into an Exclusive License and Distribution Agreement (the “License Agreement”) with ME Resource Corp. (“MEC”), a Canadian publicly listed company. The License Agreement is for five (5) years from the date of execution. By mutual agreement, the License Agreement may be extended for two (2) successive periods of an additional five (5) years each.
Under the terms of the License Agreement, MEC appointed the Company as its exclusive distributor of Wellhead Micro-Refinery Units (MRUs) for the initial state of Texas (“Territory”) and thereafter the first right of refusal on additional territories in the US, provided the Company maintains the financial, operational, and technical resources to expand into those additional territories (the “License”). The MRU technology relates to a method and an apparatus, which make use of heterogeneous catalysts, beginning with the partial oxidation of methane to produce synthesis gas followed by a second catalytic reaction to produce chemicals and/or heat/energy and/or water. In other terms, the Company’s goal is to provide an economically viable solution to develop wasted gas opportunities in the oil and gas sector into revenue streams with minimal capital expenditure. The Company hopes to be able to provide a novel and economically viable solution to utilize wasted natural gas resources for remote power and fuel generation while reducing greenhouse gas emissions. The License Agreement is limited to only oil and gas producers, operators and service providers.
The Company’s cost is $800,000 per MRU (the “Unit Cost”) which includes a container sized unit with the capability to process 100 mcf/day of natural gas (with H 2 S of no more than 50ppm) into engineered fuels (up to 10 bbls/day), clean power (min 35kW/max 70 kW) and fracking quality water (up to 80bbls/day). MEC retains the right to increase this cost if there are significant additional expenses in the manufacturing process but to no more than manufacturing cost plus 40%.
The Company agreed to consideration of $400,000, payable to MEC in two installments: $100,000 within thirty (30) days of the filing of this Current Report on Form 8-K and the balance of $300,000 within ninety (90) days after filing this Current Report on Form 8-K. The consideration of $400,000 as part of the Unit Cost will be applied to the technical and engineering development of the first demonstration MRU in the territory and may be used to develop catalyst for specific engineered fuels. Upon mutual consent of both parties, MEC will retain ownership and provide MRUs as a leased unit over a term of 10 years at 50% of Unit Cost and earn 50% of the net revenue from the operation of each MRU. The parties anticipate that this arrangement will occur in most cases.
intellectual property of MEC during the term related to promotional materials was licensed to the Company on a royalty-free basis.
The License to the Company includes all improvements to the licensed products.
To keep the exclusive License, the Company must meet minimum purchase requirements. The Company must purchase two (2) MRUs in the first year of the License Agreement and four (4) MRUs in each subsequent year thereafter. The License Agreement may be terminated by either party if a party commits a material breach that is not cured in thirty (30) days after the non-breaching party provides a notice of the breach.
The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is filed with the Securities and Exchange Commission as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01 - Completion of Acquisition or Disposition of Assets
The Company entered into a License Agreement, effective January 22, 2014, with MEC and has obtained the exclusive License to distribute the micro refinery units in Texas. Reference is made to the disclosure set forth under Item 1.01 of this Current Report, which disclosure is incorporated herein by reference.
The Company’s arrangement with MEC is solely that of a license agreement. The Company did not acquire any operations of MEC, the Company did not enter into any joint venture or similar arrangements with MEC, and the Company did not hire any of MEC’s employees. MEC remains independent from the Company, as the Company remains independent from it. The Company has no equity interest in MEC, and has no rights of control over its management, such as the appointment of officers and directors. The Company does not have any control over MEC’s daily operations. The development and the manufacturing of products is the responsibility of MEC. www.meresourcecorp.com
Set forth below is a description of the Company’s business and other Form 10 information. Because the Company did not merge into or acquire any formerly operating business, there is no audited financial statements or pro forma financial information that can be updated in this Form 8-K.
DESCRIPTION OF BUSINESS
The Company has acquired an exclusive license from MEC, a Canadian publicly listed company that is creating mobile and scalable Wellhead Micro-Refinery Units (MRUs) deployable close to the wellhead to process raw natural gas into liquid fuels and clean power. As a result of the License Agreement, the Company is now a development stage company seeking to commence the new business of distributing MRUs in the State of Texas and from there into other geographical areas. See the description of the License Agreement in Item 1.01, which is incorporated by reference.
The Company is looking to position itself as a technology company, which will provide oil and gas producers and operators a solution to process otherwise wasted natural gas, including stranded, shut-in, flared and vented gas and produce valued end-products including Engineered Fuel TM (diesel, diluents, synthetic crude) and electrical power. The Company has secured an exclusive License for a novel method and apparatus, the MRU, for producing chemicals, heat, energy and water from a methane-containing gas. The innovative method and apparatus makes use of heterogeneous catalysis in a single-vessel, beginning with the partial oxidation of methane to produce synthesis gas followed by a Fischer-Tropsch reaction to produce chemicals and other end products with no excess hydrogen.
During oil production, associated gas, a by-product, is often flared due to safety concerns, financial barriers to implementing flare reduction projects, low domestic gas prices, lack of incentives or market and financial barriers. It is also flared because it is not economically feasible to transport the commercial product to the customer. In remote areas, or areas without pipe-line infrastructure, the gas is stranded. Both these resources are waste gas with no-value and significant emissions of greenhouse gases. The MRUs will allow producers and operators the ability to take this no-value resource and create revenue streams, while simultaneously realizing a significant reduction in GHG emissions.
Each 100 Mcf of natural gas processed by the MRUs is expected to produce 10 barrels of Engineered Fuels TM , provide up to 70 kW of continuous power for use near the wellhead, and water which can be used for fracking or enhance oil recovery. When applied as a flaring solution, each 100 Mcf is expected to have the ability to reduce up to 1224 tonnes of CO2 emissions per year.
The Engineered Fuels TM produced by the MRUs range from diluents (C 5 – C 10 ) to diesel (C 12 -C 24 ). Diluents are solvents that are blended with heavy oil to reduce the viscosity and allow for easier transport through pipelines and via tanker and demand prices as high as $200/bbl. Diesel prices are approximately $100/bbl, increasing in remote areas. The MRUs, producing 10/bbl of Engineered Fuels TM /day is estimated to generate revenues of between $365,000-$730,000 per annum, and, dependant on the cost of power and transport, the 70kW produced by the MRU could produce an additional $122,000 per annum.
The Railroad Commission of Texas issued 3,012 flaring permits in 2013 alone. Assuming 100 mcf/day flow of raw natural gas, the MRUs could be applied to these flaring sites, as well as to sites previously issued permits. In addition, the MRUs can be applied to stranded reserves for economic production and for temporary tie-ins where infrastructure does not yet exist. The U.S. Energy Information Administration reports that 47,530 Million Cubic Feet of natural gas was flared and vented in 2012 in Texas alone. Estimates of stranded reserves are as high as 6,000 Trillion Cubic Feet worldwide.
An MRU is an assembly of proven commercial technologies with a proprietary micro synthesizing system as the key technology component. With the addition of catalytic reactors and power generation components, various liquid and power outputs can be achieved. The Company’s goal is to provide an economically viable solution to develop wasted gas opportunities in the oil and gas sector into revenue streams with minimal capital expenditure. The Company hopes to be able to provide a novel and economically viable solution to utilize wasted natural gas resources for remote power and fuel generation while reducing greenhouse gas emissions.
MEC and the Company, along with those involved in the manufacturing process, are currently working to develop a finished MRU product. The product is still in development, which is ongoing, and a finished MRU is expected to occur within a year. As such, the Company will not be able to realize any revenue from the sale of MRUs until the development has completed and a commercialized product is ready for launch.
The objective is to produce green fuel from associated natural gas and thereby reduce emissions due to flaring and venting. The methane is first converted to CO and hydrogen (syngas), followed by Fischer-Tropsch in order to produce green fuel. Power is produced from heat generated by endothermic catalytic reactions and combustion of unreacted light hydrocarbons and C0 2 . The final unit will be mobile, modular and economically feasible.
A MRU will convert associated gas into the following valued end products while reducing flared gas.
|1)||Engineered Fuels: Light Synthetic Crude that can be used for blends or even fuels as high as $200/bbl. Each 100 mcf of natural gas will produce up to 10 barrels/day of Engineered Fuels.|
|2)||Power: To provide up to 70 kW of continuous Power for use near the wellhead.|
|3)||Flaring Reduction: Each MRU will have the ability to reduce up to 1224 tonnes CO 2 per year.|
|4)||Usable Water: Each MRU will produce 80 barrels/day of water that could be used for fracking or EOR.|
|·||Natural gas and oil separator|
Natural gas is recovered from petroleum fluids (+ water, +impurities) in the first separator. The condensable are returned to the pipeline. The separator contains a high efficiency mist eliminator to remove carry over water particles.
|·||Gas treatment column|
Sulphurous compounds (H2S, COS, CS2, etc.), acids and other impurities are then removed in a gas treatment column.
The conditioned gas is compressed to approximately 20 bar in a gas compressor.
Air is also compressed to reaction pressure (of about 20 bar) in a second larger compressor.
The natural gas and air are fed to the bottom of the syngas production vessel. The reaction is exothermic and controlled solely by the partial pressures of the reaction gases. The gases pass through the syngas production fluidized bed where they contact the FT catalyst and react. The temperature is controlled at around 250 o C with a set of cooling coils installed in the reactor. The gases pass through the bed and into the freeboard. The gas velocity is sufficiently low so as to minimize the entrainment of catalyst powder to the filters. There is a provision to periodically blow back the filters as the pressure drop increases. The blow back sequence is timed in such a way as not to disrupt production.
|·||The first waste heat boiler|
The gas stream exits the reactor and is further cooled with water coming from air cooler in a waste heat boiler. The gas temperature drop in the waste heat boiler is about 100ºC. The produced steam is fed to steam turbine for power generation.
The exit gas stream from the first waste heat boiler is cooled to 60ºC in the condenser.
|·||Three phase separator|
The mixture is then separated into three phases. The gas phase goes to a post treatment reactor to combust CO and other light hydrocarbons. The dense aqueous phase is either fed back to the reactor to help control the temperature (as well as the reaction kinetics) or it is fed to the post treatment reactor to control the temperature rise. The organic phase (+ some water) is fed to the pipeline or a storage tank, or separated to produce drop in diesel.
|·||Post treatment unit|
The gas phase coming from three phase separator contains light hydrocarbons and CO which are combusted to produce hot gas for steam generation in the second waste heat boiler.
The hot exit gas from the second waste heat boiler is fed to a gas expander to produce power for the gas compressors.
· Steam Turbine
The steam turbine is used to generate power for gas compression resulting from steam generated in the cooling coils in the fluidized bed reactor and waste heat boilers.
The low pressure steam exit from steam turbine goes to a cooler to produce water for cooling coils and waste heat boilers.
Below is a schematic of the MRU and the beneficial by products it creates.
Product Development and Manufacturing
Under the License Agreement, the Company will pay MEC $400,000 for its exclusive License, which money will go toward the Unit Cost of an MRU at $800,000 or, alternatively, a revenue sharing arrangement where MEC leases the MRU at 50% Unit Cost and shares in 50% of the net revenue generated. In either event, this money will be applied to the technical and engineering development of the first demonstration MRU in the territory and may be used to develop catalyst for specific engineered fuels.
MEC has contracted to use a production facility in Alberta that will facilitate the mass fabrication of the MRUs.
MEC has formed a joint venture company with ABS Electric Group Ltd. of Alberta (“ABS”). ABS is a fully integrated power generation and electrical company in the Alberta oil and gas industry, which maintains and constructs electrical and power systems from millivolt to high voltage applications. ABS has 12 years of experience within the Alberta oil patch, employs 80 people with over 40 field-service vehicles and a 40,000 square foot fabrication and manufacturing facility. www.abselectric.com
The joint venture company is Waste Stream Energy Corp. (“WSE”), which has been granted a license (the “WSE License”) for MEC’s MRU for the territory of Canada. As per the terms of the joint venture and the WSE License, WSE will facilitate the commercialization and manufacturing of the MRUs. ABS will make available a dedicated staff, its full service and maintenance field teams, fabrication facilities and in-kind contributions to the joint venture to further this development. ABS ‘s existing clientele, which include Kinder Morgan, Pennwest and SNC Lavalin, as well as their valuable relationships with individual site operation managers, can be leveraged to assist in the development, commercialization and the eventual operation of the MRUs.
Research & Development Project Development Plan
The Company, in conjunction with MEC and their respective partners, has established a detailed timeline for the development and deployment of the Licensed technology. Below are the timelines up to the commercialization of the technology. Units will be deployable during Phase I and will be optimized with the research and development and catalyst optimization carried out at Ecole Polytechnique de Montreal. Construction and manufacturing partners, ABS Electric Group Inc and Waste Stream Energy, both in Alberta, will construct the units concurrently with the research program at Ecole Polytechnique.
Dr. Gregory Patience, Director, project oversight, Specialist in Catalytic Reactors. Professor at École Polytechnique de Montréal, PQ in the Department of Chemical Engineering. At École Polytechnique de Montréal Dr. Patience established a laboratory on heterogeneous catalysis and fluidization. His research interests include catalysis, gas-solids fluidization, reactor design and scale-up, circulating and turbulent fluidized beds and process design. Dr. Patience has extensive experience acting as a consultant to industry, specializing in new technology development, commercialization, process economics and catalysis.
Lab Scale and Bench Scale
|Completed by École Polytechnique de Montréal. This phase reviewed and engineered the novel MRU technology at a lab and bench scale and allowed for preliminary patent applications for certain processes and integrations.|
|Pilot Demonstration||This step includes the design and construction of our unit, engineering process design and mass catalyst production.|
|Objective and Milestones||Optimization of baseline to optimization.|
|Catalyst optimization to increase conversion efficiency for both syngas and output conversion.|
Bulk catalyst, compressor/methane gas/lab supplies
• Lab Monitoring
• Bench scale reactor to test stability
• Separation Engineering, HAZOP and Safety
• EPDM Indirect Cost and Administration
Catalyst Development and Catalytic Conversion
Phase IB: Optimization Phase
|Objective and Milestones||Ensure safe and unmanned operation completed|
Includes Hazard and Operability Study (HAZOP), examination of process/operations to identify and evaluate risks, stability testing, instrumentation, including SCADIA, and Programmable Logic Controller modifications for the pilot unit, stress tests and operations manual creation, as well as study of economical and environmental benefits.
• Container Upgrades +Storage Tanks
• On Site monitoring 120 days + Site Prep and Deployment
• Trailer, Container, Misc Tools
• Engineering, HAZOP and Safety, Monitoring
Safety and Testing
ABS Electric Group Inc , Full staffing dedication
Well Power Inc. and MEC have partnered with ABS Electric, a fully integrated electrical company located in Calgary, Alberta.
Barriers to Entry
There are possible barriers to broad use of MRUs.
1) Economic Barriers such as:
Intellectual Property Protection against Competition:
|·||The MRU technology is patented protected.|
|·||Certain items of the design such as the catalyst composition will be kept a trade secret and will be very difficult to reproduce.|
Flaring in Texas is regulated by the Rail Road Commission of Texas. The link to the Regulations of Flaring by the Rail Road Commission of Texas can be found at http://www.rrc.state.tx.us/about/faqs/flaringfaq.php and some of the answers to the frequently asked questions on the Flaring Regulations from the Rail Road Commission of Texas are as follows:
1. Why does RRC allow flaring?
The Commission’s Statewide Rule 32 allows an operator to flare gas while drilling a well and for up to 10 days after a well’s completion for operators to conduct well potential testing. The majority of flaring permit requests received by the Commission are for flaring cashinghead gas from oil wells. Permits to flare from gas wells are not typically issued as natural gas is the main product of a gas well.
Flaring of casinghead gas for extended periods of time may be necessary if the well is drilled in areas new to exploration. In new areas of exploration, pipeline connections are not typically constructed until after a well is completed and a determination is made about the well's productive capability. Other reasons for flaring include: gas plant shutdowns; repairing a compressor or gas line or well; or other maintenance. In existing production areas, flaring also may be necessary because existing pipelines may have no more capacity. Commission staff issue flare permits for 45 days at a time, for a maximum limit of 180 days.
specifics on Statewide Rule 32 at the following link under §3.32 (Gas Well Gas and Casinghead Gas Shall Be Utilized for Legal
2. Why does RRC grant extensions to flaring permits?
operators want to pursue an additional 45 days past the initial 45-day flare permit time period, they must provide documentation
that progress has been made toward establishing the necessary infrastructure to produce gas rather than flare it. A copy of the
Statewide Rule 32 Exception Data Sheet can be found online at:
The most common reason for granting an extension to an initial flaring permit is the operator is waiting for pipeline construction scheduled to be completed by a specified date. Other reasons for granting an extension include operators needing additional time for well cleanup and pending negotiations with landowners.
3. Does the Commission allow long-term flaring?
The majority of flaring permit requests that the Commission receives are for flaring cashinghead gas from oil wells. The Commission does not issue long-term permits for flaring from natural gas wells as natural gas is the main product of a gas well. Both oil and gas wells are allowed under Commission rules to flare during the drilling phase and for up to 10 days after a well’s completion for well potential testing. Rare exceptions for long-term flaring may be made in cases where the well or compressor are in need of repair.
4. Does the Commission track how much has been flared?
Operators are required to report to the Commission volumes of gas flared on their monthly Production Report form (PR form). The PR forms include actual, metered volumes of both gas well gas and casinghead gas reported by operators at the lease level.
5. How many flaring permits have been issued in Texas?
Total flaring permits approved statewide by the Commission for the past four fiscal years is as follows:
To put these numbers in context, Texas currently has more than 144,000 active oil wells, so flaring involves just a small fraction of the state’s oil wells.
6. What percentage of total gas is reported flared?
Of the total amount of gas reported to the Commission, approximately 0.4 percent is flared/vented gas. The chart below reflects the percentage of total gas flared/vented.
7. What is the average permitted flare volume?
The chart below reflects the average permitted flare volume by year.
8. How does RRC regulate flaring?
The Commission requires operators to obtain a permit to flare for most short-term requests and in every instance where the request is for an extended time period. Our trained staff works closely with operators to ensure compliance with Commission rules. RRC District Offices have inspectors available to witness operations, conduct inspections, provide information about permitting requirements, and ensure compliance with permits issued by the Commission.
Marketing and Customers
The Company can apply its technology to associated gas. Stranded gas is found in natural gas resources around the world where there is no gas processing or infrastructure available. Since infrastructure is permanent and requires a huge amount capital expenditure in investment, these stranded gas deposits are too small for conventional development but ideal for MRUs.
Stranded Gas is gas that has been discovered, but remains unusable for either physical or economic reasons. This phenomenon typically occurs when smaller reserves of gas are found, or the reserves are far from land. As gas pipeline infrastructure is expensive, small or distant quantities of gas often do not financially justify the building of a pipeline.
Associated Gas is gas that is found together with oil. While oil is easy to transport due to its liquid composition, the associated gas typically does not warrant the investment of pipeline infrastructure. Associated gas is typically flared, at great expense to the owner, as well as the environment. Associated gas may also be re-injected to the well. Either way, a valuable resource is not being properly utilized.
Approximately 40% of the world's natural gas reserves are classified as stranded gas. It is estimated that there are currently 3,000 trillion cubic feet of stranded natural gas across the globe. The amount of energy that could be provided to the world with this quantity of natural gas is equivalent to the energy represented by the oil reserves of Saudi Arabia. Stranded gas therefore represents billions of dollars in unutilized assets.
The Company’s Licensed technology can be applied to various projects within the Texas resource extraction industry. Possible applications include: new well sites where flaring reduction and power are required; flaring sites where heavy oil is produced and diluent is necessary; flaring sites that require drop diesel where the Company can separate drop in diesel from Green Fuel and have residual hydrocarbons continue down the pipeline; units that operate with high levels of H2S and other various condensates; and coal bed methane sites.
The Company has partnered with MEC to deploy MRUs in Texas. The License Agreement is limited to only oil and gas producers, operators and service providers. Therefore, our Company’s marketing efforts will be to target:
The Company believes it offers a unique product with little direct competition in terms of the MRU’s scale and size (processing between 75Mcf-250Mcf, and more when put in parallel, and producing 10bbl/day in Engineered FuelsTM and power), its transportability and mobility, its modular design, and most significantly its price, with initial payback estimates of 3 years. Other companies are developing small scale gas-to-liquid (GTL) solutions which are essential small scale gas processing plants producing 1000s bbl/day. The Company also has a technical advantage, as its patent pending technology is novel in its design, maintenance, cost and price. Below are companies engaged in small scale GTL technologies.
|Compact GTL||Smaller modular and mobile units.|
|Compact GTL starts from 25 tonne module.|
|Velocys||Lower manufacturing costs.|
Utilizing catalytic coating on the surface of
reactor plates, rather than conventional catalytic pellets for easy sourcing;
The reactor is of plate heat exchanger design
incurring high construction cost with welding or
For pressurized operation, the cubical structure
of the reactor needs to be placed in outer
pressure vessels incurring extra cost.
Short development and field operation track
record since 2006;
Production of a specific mixture of Methanol,
Ethanol with Formaldehyde;
Requiring on-site extraction of O2 from air to
yield high quality product;
Process incurring relatively high pressure and temperature.
Lower manufacturing costs.
Higher quality chemical production.
The technology which the Company has Licensed is patent protected, and the Licensor’s patent application information is as follows:
Patent Application in United States No. 61/899,523
Filing Date: November 4, 2012
Title: METHOD AND APPARATUS FOR PRODUCING CHEMICALS FROM A METHANE COINTAINING GAS
The present invention relates to a method and an apparatus for producing chemicals and/or heat/energy and/or water from a methane-containing gas. More specifically, the present invention is concerned with a method and an apparatus, which make use of heterogeneous catalysts, beginning with the partial oxidation of methane to produce synthesis gas followed by a second catalytic reaction to produce chemicals and/or heat/energy and/or water.
The Company has appointed Dr. Cristian Neagoe, a key member to its board due to his technical background and expertise. In addition, the Company plans on assembling a board of directors and a team of advisors whom are industry leaders in the oil and gas field and that can market and sell the product to achieve commercialization in the industry.
The Company also plans to strategically put together a team with expertise in the necessary areas to successfully commercialize and bring to market this green house reducing technology.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the disclosure in the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, and the disclosure in the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” set forth in the Form 10-Q of the Company, filed with the Securities and Exchange Commission on December 13, 2013, which is incorporated herein by reference. Such disclosure is supplemented by the information set forth in this Current Report on Form 8-K.
The Company currently does not own any real properties.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The disclosure in the section entitled “ Security Ownership of Certain Beneficial Owners and Management ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
DIRECTORS AND EXECUTIVE OFFICERS
The disclosure in the section entitled “ Directors, Executive Officers and Corporate Governance ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
The disclosure in the section entitled “ Executive Compensation ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The disclosure in the section entitled “ Certain Relationships and Related Transactions, and Director Independence ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
The disclosure in the section entitled “ Legal Proceedings ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The disclosure in the section entitled “ Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities ” set forth in the Form 10-K of the Company, filed with the Securities and Exchange Commission on July 26, 2013, is incorporated herein by reference.
Description of Securities
The disclosure in the section entitled “ Description of Securities ” set forth in the Form SB-2 of the Company, filed with the Securities and Exchange Commission on June 22, 2007, is incorporated herein by reference.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes and Article XI of our Bylaws permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.
No financial information, including pro forma financial statements, are required to be filed with this Current Report on Form 8-K to reflect the entry into the License Agreement and the change of business plan being pursued in respect of the distribution of the MRUs.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTEMTN OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
On January 27, 2014, Melissa Lopez and Imelda Tin resigned as Directors of the Company. There was no known disagreement with either on the Company’s regarding our operations, policies, or practices.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
The Company has been classified as a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) until immediately before the execution of a License Agreement. Effective as of January 22, 2014, the Company has commence a new business venture by entering into the License Agreement set forth under Items 1.01 and 2.01 of this report, which disclosure is incorporated herein by reference. Consequently, the Company believes that the transaction has caused the Company to cease being a shell company.
SECTION 8 – OTHER EVENTS
Following the transactions described above, the Company’s corporate offices have been moved and its phone number has changed. The Company’s new office address and phone number is:
Suite # 9 10 – 11111 Katy Freeway
Houston, Texas 77079
We expect to have our website up soon at www.wellpowerinc.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|10.1||Exclusive License Agreement and Distribution Agreement by and between the Company and MEC dated January 22, 2014.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WELL POWER INC.
|Date: January 29, 2014||By:||/s/ Cristian Neagoe|
President and Chief Executive Officer
EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the 22 of January 2014.
ME RESOURCE CORP., a corporation incorporated under the laws of the Province of British Columbia and having its head office at Suite 900 555 Burrard Street, Vancouver, British Columbia, Canada V7X 1M8.
(hereinafter called “MEC”)
OF THE FIRST PART
WELL POWER INC., a company incorporated under the laws of the NEVADA, and having its head office at No. 16D, Jalan 6/5 Taman Komersial, Pandan Indah, Malaysia
(hereinafter called the “WPI”)
OF THE SECOND PART
WHEREAS MEC is the developer and manufacturer of the products listed and described in technical detail in Schedule “A” attached hereto (the “Products”);
WHEREAS , MEC and WPI understand that prior to exclusivity being granted to WPI, a full-scale pilot project will have to be established within the prescribed Territory, at a site determined by WPI and agreed upon by all parties.
AND WHEREAS, WPI wishes to obtain from MEC the exclusive right to distribute and deploy the Products in Texas and first right of refusal to additional territories within the United States for oil and gas producers, operators, and service providers (hereto after referred to as the “Territory”) on the terms and subject to the conditions herein contained.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of one dollar now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which hereby acknowledged by each of the parties hereto), it is agreed as follows:
|1.||Appointment of Distribution|
|1.1.||MEC appoints WPI as its exclusive distributor in the Territory for the Products upon the terms and conditions herein set out.|
|1.2.||The WPI hereby accepts its appointment as its exclusive distributor in the Territory and agrees to purchase the Products from MEC in accordance with the provisions herein set out.|
|1.3.||As the exclusive distributor, WPI agrees to use its best commercial efforts to promote the Products in the Territory.|
|2.||Exclusivity of Appointment|
|2.1||A $400,000 non-refundable license payment for the exclusive distribution rights to distribute or deploy the Products in the Territory, except as herein provided. The fee will be used towards the engineering and development of a Territory specific full-scale pilot project. The payment is due by two installments i) $100,000 within thirty (30) days after the filing of the Super 8-K with the US Securities and Exchange Commission and ii) balance of $300,000 within ninety (90) days after the filing of the Super 8-K with the US Securities and Exchange Commission. WRI understands the Products are in the development stage and MEC does not accept liabilities or obligations to refund any portion of these payments.|
|2.2||Providing WPI has paid the license payment and has not breached any of the provisions of this Agreement and providing further that WPI meets its purchase targets of two units in the first year and four units per annum in the second year and in each subsequent year (after ramp up period of one year) and diligently and faithfully carries out its duties and obligations imposed on it by this Agreement. WPI, shall during the duration of this Agreement will be the exclusive Distributor of MEC to deploy the Products within the Territory and MEC shall not appoint any other sales or services representative nor otherwise distribute or deploy the Products in the Territory, except as herein provided.|
|3.1||WPI shall be restricted to distribution and deployment of MEC’s Products in the Territory to oil and gas producers, oil and gas operators, oil and gas service providers.|
|4.||Status of WPI|
|4.1||The status of WPI shall be that of an independent contractor and WPI shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of MEC, nor to bind MEC in any manner whatsoever. WPI shall have no authority hereunder to enter into any contract of sale or employment on behalf of MEC, nor to endorse MEC’s cheques, nor to make allowances or adjustments on MEC’s accounts for the return of merchandise, except pursuant to the written authorization of MEC.|
|5.1.1||WPI may not assign the Distribution rights under this agreement to a third party, nor may WPI appoint a sub-WPI without the prior written consent of MEC.|
|6.1||All expenses in connection with WPI’s performance of this Agreement and its activities as distributor, sales and services representative for MEC, including but not limited to travel, automobile, salaries, supplies, transportation, meals, lodging, insurance, advertising, sales promotion and taxes shall be borne by WPI and WPI shall be solely responsible for the payment thereof.|
|7.||Purchase and Sale of the Products|
|7.1||Subject to and in accordance with the terms and conditions of this Agreement, MEC hereby agrees to deploy to WPI, and WPI agrees to buy from MEC, the Products at a price (the “Purchase Price”) as set forth in Schedule “A” attached hereto.|
|7.2||The prices set out in Schedule “A” hereto, shall remain in full force and effect from the date of the execution of this Agreement until and unless written notice is provided to WPI by MEC, setting out an amended price list. Any price increase provided by MEC to WPI shall take effect ninety (90) days from the date the WPI is deemed to have received the Notice as provided herein. Any reduction in price shall be deemed to be effective immediately and WPI shall have the benefit of the lower price.|
|7.3||All prices for the Products referred to herein are payable by WPI to MEC in the currency of Canada.|
|8.||Shipping and Payment Arrangements|
|8.1||All purchases of Product by WPI shall be made by Purchase Orders issued by WPI directly to MEC. The Products will be shipped to the destination stated on Purchase Orders by MEC upon receipt by MEC of the purchase order. The Products shall be sold F.O.B. MEC’s warehouse from which the shipment is made, where title and risk shall pass to WPI. All costs of shipping to the destination stipulated on the Purchase Orders shall be to the account of the WPI.|
|8.2||Terms of payment will be thirty percent (30%) deposit with the acceptance of Purchase Order and the balance net sixty (60) days from the date of MEC’s invoices. MEC shall not date any invoice earlier than the date of shipment. WPI will pay interest on overdue accounts at a rate of one percent (1%) per month (twelve per cent (12%) per annum). On any accounts overdue in excess of sixty days (60) days WPI will pay interest at a rate of two percent (2%) per month beyond the sixty days.|
|9.||Improvement of Product|
|9.1||MEC shall be continuously increasing the efficiency of the Products and will pass on all incremental improvements to WPI.|
|10.1||MEC shall use its best commercial efforts to educate, train and inform WPI about the Products so that WPI may fulfill its obligations under this Agreement. The training shall take place at the premises of MEC, or, alternatively, at WPIs expense, at a location mutually agreed upon by the parties.|
|11.||Obligations of MEC|
MEC agrees that during the term of this Agreement, it shall:
|(a)||Sell to WPI, at a Purchase Price, such quantities of the Products as are ordered by WPI from time to time;|
|(b)||Deliver all orders of the Products ordered by WPI, upon the terms otherwise set out herein, within and not later than sixty (60) days from the date of the receipt by MEC of the said order;|
|(c)||Refund or credit to the account of WPI the amounts paid or owing by WPI for any Products which are defective or faulty so as to be unsalable and which WPI returns to MEC, provided that the fault or defect does not arise as a result of the action of WPI or breach of WPI’s obligations under this Agreement;|
|(d)||Use its best commercial efforts to maintain or improve the quality and standards of the Products;|
|(e)||Provide toWPI the resources so that WPI may print and produce sales promotional material, at WPI’s expense.|
|(f)||Assist WPI by all means in deploying and distributing the Products to customers, including, without limitation, coordinating sales programmes with WPI.|
12. Responsibilities of WPI
|12.1||WPI agrees that during the term of this Agreement, it shall:|
|(a)||Comply with all applicable laws in the Territory relating to the advertising and distribution of the Products and with the terms and conditions of this Agreement;|
|(b)||Devote its best commercial efforts to the performance of its obligations under this Agreement;|
|(c)||Make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the deployment of the Products, provided that in no event shall WPI be acquired to expend any monies on advertising or other marketing and sales techniques, except as WPI, in its sole discretion, determines appropriate; and|
|(d)||Develop, promote and maintain with customers the goodwill and reputation of the Products.|
|(f)||Furnish technical research services if necessary, including but not limited to reviewing and evaluating the requirements for the products and participating in the selection and designation of the proper products and specifications thereof;|
|(g)||Furnish proper technical and operational services to all users of the Products distributed in the Territory and the performance of warranty obligations on the products in the manner specified from time to time by MEC.|
|(h)||Maintain in the Territory suitable premises, equipment and current technical and promotional literature for the Products; and employ sufficient and suitably qualified and trained technical and other competent personnel necessary to carry out the duties of WPI under this Agreement. WPI and its personnel shall maintain a working knowledge and familiarity with the Products, including associated services and attend training sessions as appropriate to maintain such knowledge and familiarity.|
|(i)||Keep MEC fully informed of commercial and market conditions within the Territory and of the activities of customers and competitors and regularly covers the trade industry for the purposes of furthering deployment of the Products.|
|12.2||WPI agrees that during the term of this Agreement it shall not:|
|(a)||Directly or indirectly distribute, deploy or solicit orders for the Products outside the Territory, except as may expressly be authorized by MEC.|
13. Representations and Warranties
|13.1||WPI acknowledges that MEC is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement WPI represents and warrants as follows:|
|(a)||WPI is a valid subsisting corporation incorporated pursuant to the laws of the Nevada;|
|(b)||WPI has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of WPI as set out herein;|
|(c)||the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which WPI may be a party; and|
|(d)||the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of WPI and this Agreement a legal and binding obligation of WPI enforceable in accordance with its terms.|
|13.2||MEC acknowledges that WPI is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement MEC represents and warrants as follows:|
|(a)||MEC is a valid subsisting corporation incorporated pursuant to the laws of the Province of British Columbia;|
|(b)||MEC has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations as set out herein;|
|(c)||the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which MEC may be a party;|
|(d)||the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of MEC and this Agreement when duly executed and delivered by MEC will constitute a legal and binding obligation or MEC enforceable in accordance with its terms; and|
|(e)||MEC is the owner of any and all certifications, patents or patents pending (the "Patents") with respect to the Products and no other person has any interest whatsoever in the Patents.|
14. Terms of Agreement
|14.1||This Agreement shall come into effect on its date of execution and shall continue in full force and effect, unless terminated earlier in accordance with the terms set out below, until the fifth (5 th ) anniversary of the date of execution (the "Initial Term").|
|14.2||WPI may terminate this Agreement at any time for any reason whatsoever by providing ninety (90) days written notice to MEC, provided that prior to providing such notice, WPI shall have paid all monies owing to MEC by WPI and returned to MEC all displays for the Products and other promotional materials provided by MEC to WPI.|
|14.3||Provided that MEC and WPI have complied with all the terms and conditions hereof, this Agreement may be renewed by the mutual consent of MEC and WPI at the completion of the Initial Term and shall continue on the same terms and conditions as contained herein for two (2) successive periods of an additional five (5) year period each.|
|14.4||Notwithstanding the provisions contained in Section 14.01 above, the parties hereto agree that this Agreement shall immediately terminate without notice to either party upon the occurrence of any one or more of the following events:|
|(a)||if MEC (or WPI) shall file an assignment in bankruptcy or be or become bankrupt upon the appointment of a receiver for all or substantially all of the property or assets of MEC(or WPI) or upon the making by MEC (or WPI) of any assignment or attempted assignment for the benefit of creditors or upon the institution by MEC (or WPI) of any act or proceeding for the winding up of its business or upon the sale or other disposition by MEC (or WPI) of all or substantially all of its property and assets or upon any governmental authority exercising any power or authority resulting in expropriation or, confiscation of the property of or intervention in the affairs of MEC (or WPI) in such a manner and to such an extent as to materially affect the ability of MEC(or WPI) to manufacture, promote, distribute, deploy or create a demand for the Products in the Territory. In the event that MEC (or WPI) fails to carry out and perform any of its obligations whatsoever or breaches any of its covenants whatsoever hereunder, the other party may give notice to the defaulting party specifying the nature of the default and indicating the intention of the party giving the notice to terminate this agreement effective on the last day of the month following the month in which such notice was given unless such default has been remedied by that date. In the event that the default is not remedied by the party receiving such notice on or before the thirtieth (30th) day after the giving of such notice, unless the party giving notice of the default shall give notice that the default is waived, this Agreement and WPI distributorship hereby created shall forthwith terminate as indicated in the notice.|
|14.5||Upon termination of this Agreement:|
|(a)||WPI shall discontinue any and all representations or implications that it is a Distributor for or is otherwise affiliated with MEC; and|
|(b)||MEC shall have the option to repurchase from WPI any of the Products in WPI’s inventory at the cost to WPI for such Products, less any amount than owing from WPI to MEC. Neither MEC nor the WPI shall be liable to the other by reason of the termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill for the other or otherwise, arising from the termination of this Agreement.|
15 . Use of Trade-marks
|15.1||With respect to the use of any of the trade-marks associated with the Products, now or at any time registered in the name of MEC (the "Trade-marks"), the parties agree as follows:|
|(a)||all representations of any Trade-marks which WPI intends to use in any promotional materials (the "Materials”) shall be submitted to MEC for prior approval of design, colour and other details and no Materials containing any of the Trademarks shall be distributed by WPI or on behalf of WPI without the written approval of MEC; and|
|(b)||MEC shall not withhold its approval unreasonably and, unless MEC has advised WPI in writing within three (3) business days of receipt of the Materials for approval that MEC does not approve of the use of such Materials, MEC shall be deemed to have approved of the use of such materials.|
WPI shall not change or vary any of the Trade-marks nor use any other Trade-marks which are similar to or substantially similar to or so nearly resembling the Trade-marks so as to be likely to cause deception or confusion to the public.
|15.3||Unless otherwise provided in this Agreement, WPI shall accompany any and all print use of the Trade-marks with an asterisk printed closely adjacent to each printed representation of the Trade-marks.|
With respect to the use of the Trade-marks WPI agrees as follows:
|(a)||WPI recognizes that MEC is the owner of the Trade-marks and all the goodwill therein and agrees that the same shall remain vested in MEC both during the term of this Agreement and thereafter and that the use of the Trade-marks by WPI shall be used on behalf and for the benefit of MEC. WPI agrees not to challenge the validity or ownership of the Trade-marks and/or the goodwill therein; and|
|(b)||any goodwill which WPI may acquire from the use of the Trade-marks shall vest in and become the absolute property of MEC and WPI undertakes and agrees at the request of this Agreement, to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in MEC the said goodwill.|
|16.1||WPI hereby covenants and agrees that during the term of this Agreement, and for a period of two (2) year following the termination of this Agreement, WPI shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any persons, firm, association, syndicate, company, corporation or entity as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any persons, firm, association, syndicate, company, corporation or entity engaged in or concerned with or interested in the business of manufacturing, producing, marketing, distributing or deploying, for wholesale or retail, any Products similar to or competitive with the Products within the Territory.|
|16.2||WPI agrees that the remedy at law for any breach by it of the provisions hereof may be inadequate and that in the event of such breach MEC shall be entitled to make an application to the appropriate court granting MEC temporary and/or permanent injunctive relief against WPI.|
|16.3||WPI agrees that waiver by MEC of any breach of a covenant or provision contained herein shall only be a waiver in respect of the particular breach thereof giving rise to such waiver.|
|16.4||If WPI is in breach of any of such restrictions the running of the period of proscription shall be stayed and shall recommence upon the date WPI ceases to be in breach thereof, whether voluntarily or by injunction.|
17. Confidential Information
|17.1||WPI agrees that all information, knowledge and data of a confidential nature (“Confidential Information”) which it shall acquire or which may come to its knowledge during the term this Agreement shall at all times (both during the term of this Agreement and subsequent to the termination thereof) and for all purposes be held by WPI in confidence and WPI agrees that it shall not (both during the term of this Agreement and subsequent to the termination thereof) disclose, divulge, communicate orally, in writing or otherwise to any person or persons any Confidential Information. Notwithstanding the above, WPI shall be entitled to disclose such Confidential Information to its duly appointed Sub distributors. For the purposes hereof, “Confidential information” includes, but is not limited to information emanating from NDA, its associates, affiliates, agents or suppliers or conceived or developed by MEC concerning research, development, patents, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and systems of procedure.|
|17.2||Immediately following the termination of this Agreement, WPI agrees to transfer and deliver to MEC all documents, notebooks, charts, files and records containing or in referencing Confidential Information including copies, summaries, and notes in its possession or control.|
|18.||Suggested Trade Prices|
|WPI acknowledges that it is under no obligation to accept any suggested trade price for the Products which may from time to time be communicated to WPI by MEC. Such suggested trade prices are provided by MEC for guidance only. MEC acknowledges that WPI shall in no way suffer in its business relations with MEC or any other person if it fails to accept such suggested trade prices.|
|19.||Acceptance and Warranty|
|19.1||In the event of any shortage, damage or discrepancy in or to a shipment of Products, WPI shall promptly report the same to MEC and furnish such written evidence or other documentation within 10 days of arrival of the Products at WPI’s shipping address as MEC may reasonably request. If the substantiating evidence delivered by WPI demonstrates to MEC’s reasonable satisfaction that MEC is responsible for such shortage, damage or discrepancy, MEC shall promptly deliver additional or substitute Products to WPI in accordance with the delivery procedures set forth herein; provided that in no event shall MEC be liable for any additional costs, expenses or damages incurred by WPI directly or indirectly as a result of such shortage, damage or discrepancy in or to a shipment.|
|19.2||Product Warranty . MEC shall provide warrants for a period of twelve (12) months after the date of delivery in accordance with Section 4.3 that the Workmanship shall be free from defects. All other materials shall be warranted under the same terms and conditions as have been provided to MEC from the manufacturers of the components of the Micro Refinery. WPI shall return all Products that WPI believes are defective and that are subject to the foregoing warranty for MEC’s inspection. The determination of whether a Product is defective shall be made by MEC with reasonable discretion. All such replaced Products shall become the property of MEC upon their replacement.|
|19.3||Notice . Warranty claims hereunder must be made promptly and in writing; must recite the nature and details of the claim, the date the cause of the claim was first observed and the manufacturing lot and serial number of the Product concerned; and must be received by MEC no later than 10 days after the expiration of the warranty period provided for in Section 19.2.|
|19.4||Excluded Claims . MEC shall have no obligation under Section 19.2 in the event that: Repair or replacement of Products shall have been required through normal wear and tear or necessitated in whole or in part by force, or by the fault or negligence of WPI or its customers; or The Products have not been properly used, maintained or stored in accordance with MEC then applicable instructions regarding the Products, whether by WPI or its customers, or shall have been modified in any manner.|
|19.5||Limited Warranty . THE WARRANTIES SET FORTH IN THIS ARTICLE 19 ARE INTENDED SOLELY FOR THE BENEFIT OF WPI. ALL CLAIMS HEREUNDER SHALL BE MADE BY WPI AND MAY NOT BE MADE BY WPI’S CUSTOMERS. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY MEC, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF MECFOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE, STORAGE OR PERFORMANCE OF THE PRODUCTS.|
|21.1||The parties hereto agree that WPI shall not be entitled, to assign this Agreement to a third party unless agreed upon by MEC.|
22. GENERAL CONTRACT PROVISIONS
|22.1||All notices, requests, demands, purchase orders or other communications (collectively, “Notices”) by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, and by facsimile transmission to such other party as follows:|
(a) To MEC at:
ME Resource Corp.
Suite 900, 555 Burrard Street,
Vancouver, British Columbia, Canada V7X 1M8
Tel: (604) 893 7033
Fax: (604) 692 2801
(b) To WPI at:
|Well Power Inc.|
|C/o: Cane and Clark|
Las Vegas, NV 89120
or at such other address as may be given by such person to the other parties hereto in writing from time to time. If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice setting forth an address for the giving of Notices, the Notice for such person shall be deemed to have been properly given if given in accordance with the terms hereof as if given to the transferor(s) of such shares.
All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted all Notices shall be given by personal delivery or by facsimile transmission.
|22.2||The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their cote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.|
|22.3||This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.|
|22.4||Time shall be of the essence of this Agreement and or every part hereof and no extensions or variation of this Agreement shall deploy as a waiver of this provision.|
|22.5||This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement.|
|22.6||This Agreement shall ensure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.|
|22.7||Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada.|
|22.8||The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.|
|22.9||This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.|
|22.10||In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word “person” shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.|
|22.11||When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day.|
|22.12||Any references in the Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.|
|22.13||If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement.|
|22.14||The parties hereto agree that this Agreement may be transmitted by facsimile or such similar devise and the reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.|
IN WITNESS WHEREOF the parties have duly executed this Distribution Agreement as of the date first above written.
ME Resource Corp.
Per: /s/ Navchand Jagpal
[Authorized Signing Officer]
Well Power Inc.
Per: /s/ Cristian Neagoe
[Authorized Signing Officer]
SCHEDULE “A” Product Pricing
The Schedule would consist of the current product being manufactured by MEC for which WPI is being retained to market, distribute, and deploy.
Micro Refinery Unit (MRU100) as protected by the Patent Application
Patent Application in United States No. 61/899,523
Filing Date: November 4, 2012
Title: METHOD AND APPARATUS FOR PRODUCING CHEMICALS FROM A METHANE COINTAINING GAS
The present invention relates to a method and an apparatus for producing chemicals and/or heat/energy and/or water from a methane-containing gas. More specifically, the present invention is concerned with a method and an apparatus, which make use of heterogeneous catalysts, beginning with the partial oxidation of methane to produce synthesis gas followed by a second catalytic reaction to produce chemicals and/or heat/energy and/or water.
Unit Cost: The total cost of the MRU100 will be no more than $800,000 for a Micro Refinery unit which includes a container sized unit with the capability to process 100 mcf/day of natural gas (with H 2 S of no more than 50ppm) into Engineered Fuels (up to 10 bbls/day), Clean Power (min 35kW) and fracking quality water (up to 80bbls/day). MEC retains the right to increase this cost if there are significant additional expenses in the manufacturing process but to no more than manufacturing cost plus 40%.
Development of Pilot: The License Fee will be applied to the technical and engineering development of the first demonstration unit in the territory and may be used to develop catalyst for specific Engineered Fuels.
Revenue Sharing: Upon mutual consent of both Parties, MEC will retain ownership and provide MRU100 as a leased unit over a term of 10 years at 50% of Unit Cost and earn 50% of the net revenue from the operation of each unit.
Right of First Refusal: MEC will give WPI the right of first refusal to additional territories within the United States providing WPI maintains the financial, operational, and technical resources to expand into those additional territories.