You are on page 1of 177

Affidavit # 1 of Darren Stevenson, Sworn February 10, 2013 At Tunis, Republic of Tunisia

Pour Le Commission Nationale d'Investigation sur la Corruption et les Malversations

Between Darren Richard Stevenson (also known as Darren AbdulRahim Stevenson) Plaintiff And Slim Chiboub, Ayoub Knani, Mayodor and Green Oil and Gas Corporation Defendants

AFFIDAVIT I, Darren Richard Stevenson, a Canadian Citizen Passport BA806928 and businessman residing at Suite 302, 5788 Birney Avenue, Vancouver, British Columbia, Canada MAKE OATH AND SAY AS FOLLOWS: 1. I am a plaintiff in this action and as such, have personal knowledge of the matters sworn herein except where stated to be based on information and belief, and in relation to such matters, I do believe them to be true.

2.

I carry on business in the field of energy exploitation, both in relation to private and public enterprises. I have over seventeen years experience in the development of technology and in mergers and acquisitions, primarily in the energy sector, with such companies as the Royal Dutch Shell PLC group of companies in the Netherlands.

3.

I am a founding shareholder, past chief executive officer and First Director of Voyageur Oil and Gas Corporation; a private Canadian oil and gas exploration company that was formed specifically to develop the Borj Al Khadra Sud permit(BEKS) in Southern Tunisia. I served as the CEO of the company between 2007 and 2011.

Page | 1

4.

I wish to seek financial compensation from the Defendants for the financial, emotional and physical damage and loss of reputation to continue my business as a result of criminal actions of the Defendants for the unsuccessful attempt to steal the BEKS permit by illegally taking over and trying to bankrupt my company, Voyageur Oil and Gas Corporation, wrongfully dismissing me from the company and for failing to fulfil their legal obligations to resolve a dispute between another Voyageur shareholder, Michael Mumelter and a Tunisian Citizen, Mongi Gharbi.

5.

I have personally visited Slim Chiboub a total of 32 days on 7 separate visits in the year 2012, living with him at the Shangri-La Hotel in Abu Dhabi to try and resolve and discuss my concerns with no success. (See Exhibit 1: Evidence of Visits to Slim Chiboub)

6.

I have also visited Mr. Ayoub Knani several times in Tunis, Tunisia including with Mr. Gharbi and he has refused to cooperate with me and Mr. Gharbi on resolving matters concerning Slim Chiboub.

7.

The following is a timeline of the actions and role of the Defendants along references to documents and emails that support my claims which are attached as Exhibits: The timeline 2006 Voyageur was incorporated in Ontario, Canada to pursue business in Tunisia specifically to build a company on the foundation of the Borj Al Khadra Sud permit Mr. Stevenson is a founding shareholder and First Director (See Exhibit 2: Incorporation Documents) Voyageur negotiates with Pascal Petroleum, the operator of BEKS permit) and Geosat Technology to acquire 45% of the BEKS permit and operatorship with 55% being held by ETAP. Voyageur is to pay 100% of exploration commitments until a commercial discovery. Voyageur acknowledges the contribution of Mr. Mongi Gharbi in helping Voyageur obtain the permit and the existing agreement between himself and another First Director of Voyageur, Michael Mumelter

Page | 2

(See Exhibit 3: Mongi Gharbi Success Fee) 2007 The company secures $4.3 million in investment from Canada and Europe through a private placement, governed by Canadian corporate law. A total $2.25 million USD is paid to Pascal and Geosat (Mumelter's Company) for the BEKS permit and the remainder is used for seismic reprocessing and general working capital, including building a technical and management team. The company begins negotiations with Canadian Investment Company in Calgary, Alberta to raise funds for seismic and drilling commitments. At the end of 2007 the first signs of an economic slowdown mean that Canadian investment company cannot guarantee the investment. As CEO together with the Company management, we decide to pursue investment in the MENA region. We start discussions in Doha, Dubai and Tunisia with several interested investors. 2008 In the middle of 2008 we secure $10 million Canadian dollars from Qatari investor, Mr Abdul Hameed Mustafawi. We continue many discussions with multiple investors in Tunisia for the drilling investment including Mr. Slim Chiboub who is introduced to us by Mr: Imed Deriouche under a finder's fee agreement. Subsequently, Mr. Ayoub Knani is introduced to us as the Slim Chiboub's lawyer and his legal representative for negotiations and agreements. In September 2008, the world suffers the worst economic crises since the great depression, the $10 million Canadian dollars is now worth $7.5 million US dollars and the company is now in cash crises with a major 3D Seismic program underway on the BEKS permit which is employing over 350 people in Southern Tunisia. I invite Slim Chiboub to make investment in Voyageur and help raise further investment for drilling. Several discussions occur and investment project from Slim Chiboub is named Project Tigre. He makes 1 million USD investment equivalent in TND immediately through his company Mayodor to ensure that the seismic program continues and then we negotiate with Maydor for another 4 million USD. Please note that during a discussion with Slim Chiboub on October 27, 2012 he admitted to me that the investment from Mayodor was from funds he had received from the Tunsian Stock Exchange public offering in Nouvelair. Further he stated to me that in 2002 an advisor Page | 3

to then minister of oil in the Kingdom of Saudi Arabia had given him a file which indicated that there was major oil and gas prospective resources in the southern part of Tunisia in the Ghadames basin. In a separate discussion he indicated his offer to give up all his shares in Nouvelair to the Tunisian state as part of his negotiations to return to Tunisia as there were some questions on how he received some of the shares for free from Aziz Milad. This supports my claim that the funds he invested in Voyageur were not significant to him and that since he had received this money with little effort, he could use these funds to takeover Voyageur and the very attractive exploration BEKS exploration permit. He chose to use two investment companies for the investment in Voyageur; Mayodor his Tunisian family holding company and Green Oil and Gas Corporation which he has put the shares in the name of a close personal friend in Abu Dhabi, Butti Mohamed Butti Mohammed Al Qubasi

(See Exhibit 4: Green Oil Email-Project Tigre) (See Exhibit 5: Green Oil Document) 2009 Slim Chiboub through Mayodor seeks approval by the Central Bank of Tunisia to convert Tunisian Dinars into US Dollars so he can invest in Voyageur. The central bank of Tunisia withholds approval for Mayodors investment in Voyageur until a shareholder dispute was resolved (ie Michael Mumelters agreement to give Mongi Gharbi 1.5 million Voyageur shares). Chiboub sent his legal representative, Mr Ayoub Knani to Vienna, Austria where he negotiated on Chiboub's behalf to resolve the matter with Mumelter and Gharbi. Michael Mumelter, Wayne Koshman and Darren Stevenson agreed to give to Chiboub 500,000 shares each for free with the condition that the dispute be resolved. (See Exhibit 6 Gharbi Trust Document) Approval is granted and Slim Chiboub invests in Voyageur though a purchase of shares as per a share subscription agreement and requests a Board position as well as an executive position which he states he needs to be able to raise investment from his contacts in Abu Dhabi and Libya. The Board of Directors accepts his investment and requirements (See Exhibit 7: Slim Chiboub joins Voyageur) After analyzing the technical information from the 3D seismic program, it is clear that the exploration targets are much deeper, more complex and more expensive. The Page | 4

company begins to engage companies to raise up to $50 million in drilling investment and Slim Chiboub starts working as an executive under the same terms as the CEO but refuses to sign a contract. He asks that any shares he is granted as an executive be issued into Green Oil and Gas Corporation (See Exhibit 8: Slim Chiboub Working in Voyageur) (See Exhibit 9: Slim Chiboub Bonus Conversion-GreenOil) The executive team gives regular reports to the Board of Directors on progress and becomes obvious that as Slim Chiboub as Chairman of the Board is focused on bringing his own investment from Abu Dhabi or Libya and is not interested in the Company's efforts to raise investment without his involvement. Furthermore he refuses to sign any board resolution with third parties the Company wishes to engage for raising investment. (See Exhibit 10: Fairfax investment-Chiboub did not sign) Chiboub appoints Ayoub Knani as a lawyer for both himself and the Company and he refuses to provide any details about his activities as an executive and in fact he urges the company not to engage with any oil and gas companies for a farm-in after the CEO of ETAP, Khaled Beheickh makes a surprise announcement without any discussions with the Company that we do not have the financial or technical capability to continue as the operator of the BEKS permit. This caused the Company major damage with its investment activities (See Exhibit 11-ETAP-Khaled Bechiekh-farmout no approval) Chiboub and Ayoub Knani without any involvement of the Company executives, engages the Abu Dhabi sovereign investment company, Mudadala. Despite many attempts to be involved in the process myself and the Vice President of Exploration, Duncan McMaster were not allowed to meet with any decision makers. This seems to fit with the pattern of blocking any real attempts to find investors for the Company so that it would become bankrupt. (See Exhibit 12-Mubadala Letter) Without any approval from the Board of Directors, Slim Chiboub took control of the Company's BIAT bank account. This is after successfully convincing the Board of Directors to move its operations and bank accounts from Canada. He also writes a memo to staff that no travel or leave requests can be done without his approval. This action means that he has constructively dismissed Darren Stevenson as CEO, Page | 5

resulting in wrongful termination of the executive employment contract. Stevenson later files for wrongful dismissal in Canadian Court but because of the successful efforts of Slim Chiboub to discredit him with the Company management and Directors, he did not receive a fair settlement. (See Exhibit 13--Chiboub Ilegal Takeover_Travel & Bank) (See Exhibit 14-Canadian Court Filing-wrongfuldismissal) Mongi Gharbi informs Voyageur that he was not compensated by Chiboub or Mumelter. Stevenson attempts to help Gharbi by signing a $USD296,000 agreement to pay Gharbi with the hope that Chiboub will honour his legal obligation (See Exhibit 15-Stevenson 296k USD to Gharbi) 2010 to present. The company faces many internal and external challenges and the world economic crisis has made it very difficult to raise any investment especially with Slim Chiboub blocking all attempts by the management team to bring investors. Slim Chiboub uses his influence on the Minister of Industry to obtain a 2 year extension of the permit 3 months before the allowed date upon which the Company could legally ask for an extension. (See Exhibit 16-Chiboub gets BEKS extension using influence) This extension was then used by Chiboub to turn down a very attractive investment from a qualified Chinese company for a net price of $1.28 per share. In 2012 the Company was forced to raise investment qt $0.05 per share, showing the damage caused by Chiboub. There are other examples of Chiboub blocking investment which can be provided by the Plaintiff upon request. (See Exhibit 17-Chiboub denies Genesis Offer-2yr extension no need) Chiboub then terminates 12 members of the Company's Tunisian staff without any approval from the Board of Directors and without my knowledge, he also stops paying the executive salaries including myself and Duncan McMaster; VP Exploration while still paying himself $USD30,000.00 per month. Both Duncan McMaster and members of the Tunisian staff that were dismissed are willing to be interviewed about the actions of Slim Chiboub. On October 29, 2010 Chiboub holds a meeting in Paris with 2 other large shareholders of Voyageur, Abdul Hameed Mustafawi and Salida Capital from Canada where he presents the Company as bankrupt due to the failure of the Company's management and that the Company should be forced into bankruptcy and liquidated with a new Page | 6

Company formed among themselves only to transfer the BEKS permit to. The other shareholders do not agree as this is considered illegal. The Tunisian revolution happens before Chiboub can complete his plan to liquidate the Company and Stevenson starts the long process of recovering from the financial, psychological and physical health damages caused by the actions of Slim Chiboub. (See Exhibit 18-Damages and debt caused by Chiboub) Mongi Gharbi informs the Company that he has not been compensated and that his 13 year old daughter died from Leukaemia. The funds from Chiboub could have paid for treatment in Europe: (See Exhibit 19-Mongi Gharbi informs not paid) Stevenson attempts to resolve the matter regarding Mongi Gharbi directly with Chiboub but he refuses to acknowledge his legal obligation (See Exhibit 20- Email to chiboub re gharbi) Stevenson then begins a media campaign against Chiboub with a press release and facebook page. (See Exhibit 21- Press Release re Chiboub Gharbi) (See Exhibit 22- Facebook OneMore Day Tunisia) Stevenson informs the Canadian Embassy in Tunisia about the situation with Chiboub and seeks their help. (See Exhibit 23- Email Canadian Embassy Tunis-Re Slim Chiboub) As a result of Chiboub's actions the company was forced to conclude a farmin agreement with Andarko Petroleum who agrees to pay Voyageur for its past costs and pay 100% of the 2 exploration wells. As part of the process, I was personally interviewed by the lawyers of this American Oil Company about the involvement of Slim Chiboub and was required to sign a questionnaire declaring my knowledge and understanding. Due to the extensive psychological damage and incomplete information i did not clearly understand the efforts of Chiboub to steal the BEKS asset and as a result the deal was approved and the work is now underway. Voyageur has not sold any of its shares; rather it has sold 80% of the BEKS permit. Maydor shares are currently confiscated and Green Oil Corporation shares are also frozen by Voyageur pending the clarification of the ownership, which may have already been clarified as the Green Oil $USD2.25 million has been transferred from BIAT Bank under Anadarko control to the Tunisian Government Treasury. Slim Chiboub has never sold or attempted to sell any of his shares of Voyageur. Mayodor less than 6% of the total shares in Voyageur and Green Oil has approximately 15%. (See Exhibit 24- Shareholder list) Page | 7

The following people are prepared to be interviewed with regards to the actions of Chiboub and the content of this submission. Please contact the Plaintiff for their contact information. 1. Duncan McMaster, past Vice President of Exploration Voyageur Oil and Gas Corporation. Settled with the Company in 2011 for wrongful dismissal by Chiboub for refusing to pay his salary. 2. Sonia Harrabi Hammadi, former local Tunisan staff member who as dismissed from her position by Chiboub without approval from the CEO or the Board of Directors. 3. Mongi Gharbi as mentioned in this submission 4. Michael Mumelter as mentioned in this submission 5. Francesca Boulet Stevenson, former founding shareholder and financial controller of Voyageur Oil and Gas who was dismissed by Chiboub in October, 2009 because she married Stevenson in September 2009. She has also suffered great emotional and financial distress as a result the actions of Chiboub including being evicted from the family house and having to sell all the assets of the house to service the past 3 years. 6. Kiran Unadkat, a travel agent based in London that has been owed $USD75,000 since May 2010 from travel expenses that were incurred by myself in the course of raising investment for Voyageur and could not be paid when Chiboub stopped paying me. Kiran has suffered the loss of his business and great emotional distress as a result of this debt.

Please note that the lawyer for Anadarko is also the same lawyer who acts for Slim Chiboub, namely M. Salaheddine Caid Essebsi

(See Exhibit 25- Anadarko BEKS Company Legal representative- M. Salaheddine Caid Essebsi)

Page | 8

Exhibit 1: Evidence of Visits to Slim Chiboub

Page | 9

Evidence of Visits to Slim Chiboub


(t: 971.56.7628824 e: slimchiboub@hotmail.fr ) I visited Mr. Slim Chiboub a total of 7 times in 2012 for a total of 32 days, living with him at the Shangri-La Hotel Residences, Qaryat Al Beri, Between the Bridges, Abu Dhabi in room 1001 where is staying under the fake name, Mr. Ali Rashid. He seems to be staying there as a guest of Sheikh Mohammed bin Zayed Al Nahyan, crown prince of Abu Dhabi. The following people have visited together with myself and Slim: Mr. Tarek Sillini t: +216.92.444.385 e: taresil@yahoo.fr -Tunisian Mr. Abdul Hameed Mustafawi t: +974.55501839 e: amustafawi@hotmail.com - Qatari Ms. Krystal Boulet t: +1778.9383119 e: krystalmboulet@gmail.com - Canadian

Entry and Exit Visas from Passport BA806928

Page 1 sur 3

26-31 May, 2012 - 6 days

19-26 July, 2012 - 8 days

11-15 September, 2012 - 5 days

17 October, 2012 - 1 day

Page 2 sur 3

26-30 October, 2012 -5 days

12-15 November, 2012 -4 days

27-29 November, 2012-3 days

Page 3 sur 3

Exhibit 2: Incorporation Documents

Page | 10

Exhibit 3: Mongi Gharbi Success Fee

Page | 11

Exhibit 4: Green Oil Email-Project Tigre

Page | 12

Darren Stevenson <darrenrstevenson2010@gmail.com>

RE: Closing Investment in Abu Dhabi


1 message Wayne Koshman, VOGC-WMK <wayne.koshman@voyageuroil.com> To: Darren Stevenson <darrenstevenson2005@hotmail.com>
[ d a r r e n s t e v e n s o n 2 0 0 5 _ h o t m a i . c o m l ]

Tue, Feb 3, 2009 at 1:08 AM

Hi Bud,

I am very confused. I thought that Slim was ready. I really think we are getting fucked/delayed so that we have to give up a position.

We still need board approval for the financing Darren. We the management cannot decide the pricing and closing.

Best, Wayne

From: Darren Stevenson [mailto:darrenstevenson2005@hotmail.com] Sent: January-30-09 2:17 AM To: ayoub.knani@fmklaw.com.tn, iderouiche@planet.tn, iderouiche@wanadoo.tn, slim.chiboub@planet.tn Cc: wayne.koshman@voyageuroil.com, mongi.haffouz@voyageuroil.com, darren.stevenson@voyageuroil. com, richard.pollock@voyageuroil.com, Jay Park Subject: Closing Investment in Abu Dhabi

Dear Slim: Thank-you for your continued interest in Voyageur and your expected investment. Please be informed that our Board has agreed to extend the Green Oil pricing terms for Voyageur common shares from January 31, 2008 until the middle of Februray, 2009. We are making strong progress on the 3-D program and look forward to confirming your visit together with A Hameed Mostafawi in the week of February 15, 2009 On Friday January 23, 2009, I gave the complete documentation to Ayoub in Tunis for executing the $4.125 million USD dollar investment . Please confirm if you can meet me in Abu Dhabi anytime between 9-12 February to execute the final documents for the investment together with Ayoub. I will be meeting Shell executives in Dubai and also attending the Abu Dhabi petroleum conference. With Warm Regards,

Darren R. Stevenson President and CEO, Director

Voyageur Oil and Gas Corporation 105 Avenue Tahar Ben Ammar El Menzah 9B 1013 Tunis, Tunisia Canadian Office: 3700-400 3 Avenue SW Calgary, AB T2P 4H2, Canada

t: +1.216.71.888.001 f:+1.216.71.888.011 m. +1.604.760.7948 or +1.216.25.694.649 e: darren.stevenson@voyageuroil.com w: voyageuroil.com Confidentiality Notice: This e-mail may contain privileged and confidential material and its transmission is not a waiver of that privilege. It is intended for the sole use of the person to whom it is addressed. Any copying, disclosure, distribution or reliance on this material by anyone other than the intended recipient is strictly prohibited. We assume no responsibility to persons other than the intended recipient. If you have received this transmission in error, please notify Voyageur Oil +1 <604> 760 7948 immediately and destroy any hard copies you may have printed and remove all copies of the e-mail from your mailbox and hard drives.

So many new options, so little time. Windows Live Messenger.

Darren Stevenson <darrenrstevenson2010@gmail.com>

Project TIB
Ayoub Knani <ayoub.knani@fmklaw.com.tn> To: darrenstevenson2005@hotmail.com, darren.stevenson@voyageuroil.com Cc: slim.chiboub@planet.tn, jay.park@macleoddixon.com
[ d a r r e n s t e v e n s o n 2 0 0 5 _ h o t m a i . c o m l ]

Wed, Nov 5, 2008 at 1:12 PM

: Darren Stevenson :DEP/2008/11614 : Project TIB

Dear Darren, Thank you for your most recent email. I will revert to you shortly on the proposal . I am really sorry to hear that you cannot come to Tunis at this time. Kindly note that, as a result of my recent discussions with the banks, it is absolutely necessary that I be provided with a revised business plan reflecting a potential oil barrel price of 50 US Dollars. This is very urgent as it will be submitted to their committee on the 10th of November. I also require that you confirm to me the total amount of Voyageur?s equity once the subscriptions have been realized. In order to enable me to meet the conditions prior to drawing, the bank requires the fulfillment of the following conditions: an official document stating the amount of equity document executed by the auditors>,

copy of the updated articles of incorporation of Voyageur, copy of the certificate of incorporation as well as a certificate of non bankruptcy, undertaking for the domiciliation of Tunisian earnings opening of an account by Voyageur , legal opinion confirming: the valid existence of Voyageur and its ability to enter into the subscription documents, the absence of any bankruptcy procedure against Voyageur, and the validity of all of the social, legal land regulatory authorizations of Voyageur in connection with the subscription. I would certainly be grateful if you could give the necessary instructions for the preparation of the above documents so that we may proceed to the drawdown as soon as possible. Sincerely, Ayoub Darren Stevenson 005@hotmail.com> Ayoub Knani 04/11/2008 20:29 cc , Objet RE: Project Tigre draft attached> ,

Dear Ayoub: Please find attached the revised Subsription form from Jay Park, it has been adapted to reflect the US based nature of Green Oil and Gas Corp. Unfortunately I am unable to travel to Tunis this week owing to severe back seizures that can only be cured by bed rest. However I can be in Tunis on Tuesday 11 November to meet with the TIB Bankers. Let me know if you want this. Also, let me know if I should bring the share and warrant certificates with me.

With Warm Regards, Darren R. Stevenson President and CEO, Director Voyageur Oil and Gas Corporation 8th Floor, 570 Granville Street Vancouver, B.C. V6C 3P1 t: f: m. e: w: +1.604.609.7391 +1.604.609.7392 +1.604.760.7948 darren.stevenson@voyageuroil.com voyageuroil.com

Confidentiality Notice: This e-mail may contain privileged and confidential material and its transmission is not a waiver of that privilege. It is intended for the sole use of the person to whom it is addressed. Any copying, disclosure, distribution or reliance on this material by anyone other than the intended recipient is strictly prohibited. We assume no responsibility to persons other than the intended recipient. If you have received this transmission in error, please notify Voyageur Oil <604> 760 7948 immediately and destroy any hard copies you may have printed and remove all copies of the e-mail from your mailbox and hard drives.

> Subject: Project Tigre > To: darrenstevenson2005@hotmail.com > CC: slim.chiboub@planet.tn > From: ayoub.knani@fmklaw.com.tn > Date: Fri, 31 Oct 2008 10:40:42 +0100 > > > > > : Darren Stevenson > :DEP/2008/11391 > : Project Tigre > > > > Dear Darren, > > I am very pleased to confirm that we expect to be in position to execute > the finance documentation beginning of next week > the 4 of November>. The documentation to be provided and or executed by > Voyageur is a condition precedent to the disbursement and are in process of > validation within the Bank. I am happy to note that you will be in Tunis > next week and it will probably very helpful if we could meet the bank > together . I have a > pre closing meeting with the bank tomorrow and will list with them all the > information request . >

> Ayoub > > Darren Stevenson > > 005@hotmail.com> A > , > 30/10/2008 21:16 > cc > 'darren.stevenson@voyageuroil.com' > > Objet > FW: Green Oil Investment Documents > > > > > > > > > > > > From: Darren Stevenson, VOGC-DRS [mailto:darren.stevenson@voyageuroil.com] > Sent: October-30-08 9:33 AM > To: 'slim.chiboub@planet.tn', 'Ayoub Knani' > Cc: 'mongi.haffouz@voyageuroil.com', 'wayne.koshman@voyageuroil.com' > Subject: Green Oil Investment Documents > Importance: High > > Dear Slim, Ayoub: > Last Friday in Paris, Ayoub promised documents would be delivered this > week. Can you please give me a status update? > I am planning to be in Tunis next week, Will you be able to conclude your > investment next week?? > > With Warm Regards, > > Darren R. Stevenson > President and CEO, Director > > Voyageur Oil and Gas Corporation > 8th Floor, 570 Granville Street > Vancouver, B.C. V6C 3P1 > > t: +1.604.609.7391 > f: +1.604.609.7392 > m. +1.604.760.7948 > e: darren.stevenson@voyageuroil.com > w: voyageuroil.com > > Confidentiality Notice: > This e-mail may contain privileged and confidential material and its > transmission is not a waiver of that privilege. It is intended for the > sole use of the person to whom it is addressed. Any copying, disclosure, > distribution or reliance on this material by anyone other than the intended > recipient is strictly prohibited. We assume no responsibility to persons > other than the intended recipient. If you have received this transmission > in error, please notify Voyageur Oil <604> 760 7948 immediately and > destroy any hard copies you may have printed and remove all copies of the > e-mail from your mailbox and hard drives. > > > > > > > Get your information fix on your phone. With MSN Mobile you get regular > news, sports and finance updates. Try it today! > > Ayoub Knani > Ferchiou & Associs Meziou Knani > Avocats & Conseils Juridiques > Tl : <216> 71 12 05 00 > Fax : <216> 71 35 00 28

> Fax : <216> 71 35 00 28 > e-mail : ayoub.knani@fmklaw.com.tn >

Ayoub Knani Ferchiou & Associs Meziou Knani Avocats & Conseils Juridiques Tl : <216> 71 12 05 00 Fax : <216> 71 35 00 28 e-mail : ayoub.knani@fmklaw.com.tn

Lettre d'engagement Voyageur.doc 33K

Exhibit 5: Green Oil Document

Page | 13

Exhibit 6 Gharbi Trust Document

Page | 14

Exhibit 7: Slim Chiboub joins Voyageur

Page | 15

RESOLUTION IN WRlTING OF THE DIRECTORS OF VOYAGEUR OIL & GAS CORPORA TION (the "Corporation") pursuant to subsection 129 (1) of the Business Corporations Act (Ontario)

zo".

We are all the directors of the Corporation consent to the following resolution as of the day of June, 2009.

APPOINTMENT OF DIRECTOR AND OFFICER WHEREAS Slim Chiboub has signed a consent to act as a director for the Corporation dated April 17, 2009; IT IS RESOLVED that the following individual is hereby appointed as Chairman and Director of the Corporation and to hold the office referred to opposite their respective name:

Slim Chiboub

Director and Chairman of the Board First Senior Vice President

EXECUTION IN COUNTERPART IT IS RESOLVED that this resolution may be signed by the directors in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original (and each signed copy sent by electronic facsimile transmission shall be deemed to be an original), and such counterparts together shall constitute one and the same instrument and, notwithstanding the date of execution, shall be deemed to bear the date set f011habove.

SIGNED by all of the Directors of the Corporation this


I:

zo".
I[

day of June, 2009

1/: I.
l{j~!
Darr~

/1

__
--",

Michael

Mumelter

Richard POIIOC~

ame:

Slim Chiboub

appoillllllelllj009.doc

Exhibit 8: Slim Chiboub Working in Voyageur

Page | 16

Exhibit 9: Slim Chiboub Bonus Conversion-GreenOil

Page | 17

Exhibit 10: Fairfax investment-Chiboub did not sign

Page | 18

Exhibit 11-ETAP-Khaled Bechiekh-farmout no approval

Page | 19

Exhibit 12-Mubadala Letter

Page | 20

Exhibit 13--Chiboub Ilegal Takeover_Travel & Bank

Page | 21

VOYAGEUR

OIL & GAS CORP

't05 Avenue Tahar Ben Ammar 1013 El Menzah 98, Tunis. Tunisia

T6l: +216 71 888 001 - fax: +216 71 888

011

Tunis, le 30 D6cembre 2009

BIAT

iffi
A I'aimable attention de:
La Banque Internationale Arabe De Tunisie

*ib

ourguib

#"r'Jr'r"

Obiet: Apposition de Signature

Madame, Monsieur,

Nous venons par la pr6sente vous informer que pour tout ordre de paiement (chdque, ordre de transfert...), la signature de Mr. Slim Chiboub doit 6tre appos6e et figurer dans toutes transactions bancaires des comptes de Voyageur Oil & Gas Corporation auprds de la BIAT.

Veuillez agr6er, Madame, Monsieur, l'expression de nos salutations distingu6es.

'"Vffir.-) 4/ /Ybii./ \<


Slim Chiboub

,r-L GAS)..

Chairman

E.

t:

Volageurorl and Gas corpomtion


Suite 1548, 701 West Georgia Street,

t"#o':o;f;3o;;lii:ffi.jl1fifrli;H
Van;uvoib.C., CanadaVlY
1KA- ph:

companywrth operatrone rn runrsra

+t

604-637-1951 tax:

+t

804-637-1971

www.voyageuroil.com

vgffifig$fiil
MEMORANDUM
t'rm:
\rftr:
Date:
Siim Chiboub / Chairman

105 Avenue Tahar Ben Ammar 1013 El Menzah 98, Tunis - Tunisia T6l: +216 71 888 001 - fax: +216 71 888 011

Io:

Vovaseur Oil

&

Gas Corporation

Nl staff
December30', 2009 VOG new procedwes

Jubiect:

Dear All,
Please be informed that starting from today, December authorizations and mission orders concerning
Consultants, Board Members)

30th 2009, all Annual leave

requests, travel

all Voyageur Oil & Gas corporation Staff (Expats, Local,


and

will be obligatory

only under the approval of Mr. Slim Chiboub.

Best regards,

Slim Chiboub Chairman

A tous les Employ6s de Voyageur Oil & Gas Corporation,


Nous venons par la pr6sente vous informer

qu'i partir de ce jour, 30 D6cembre 2009, touts cong6s,

autorisations de voyage etlou ordres de mission relatifs aux personnels de Voyageur Oil & Gas Corporation (Expatri6s, Staff R6sidents, Consultants et Membres du Conseil) doivent obligatoirement 6tre approuv6s par

Mr. Slim Chiboub.


Cordialement,

#0
C}\ -&
Menl?llJ- /-\Y

Slim Chiboub Chairman

Ar\qry

,v,oFseuiorland

cas.c .oor!1;#:0ffi:o;fh:ffi".;.i

rrgia Street, Vancouver,8,C,, Canada VTY 1K8- ph: +1 604-637-1951 fax: +1 60+637-1971 www.voyageuroil.com

SliEH

companywJth operatrons.,rn,runrcfa:.,

Exhibit 14-Canadian Court Filing-wrongfuldismissal

Page | 22

EXECUTIVE EMPLOYMENT AGREEMENT


THIS AGREf,MENT made effecrive
BETWEEN:
as

ofrhe

16,h

dav ofOcrober.2008_

VOYAGEUR OIL AND GAS CORPORATION, a body corporate wiih an office in the Cif of Vancouver, in rhe province ot British
Columbia (hereinafter called the "Corporation,,)
OF THE FIRST PART

-and -

DARREN RICHARD STEVENSON a resident of the citv of Vancouver. in rhe Pro!ince ol Brili.l Colrmbia thereindrter ca e; rhe
'Executive")
OF THE SECOND PART

WHERtrAS the Corporation wishes to employ the Executive and rhe Executjve wishes ro be employed by the Corporation as the President and ChiefExecutive Oflicerofrhe Corporation;
AND WHEREAS the Corporation and rhe Executive $,ish to clari0, the terms ofthe Execuiive's
emPlo),ment rvith the Corporadon;

NOW THEREFORE, THIS ACREEMENT WTTNf,SSETH rhat in consideratjon of the nulual covenants herein conlained, and for other good valuable considemtion (the receipt and sufficiency ofwhich is hereby acknowledged), ihe parties hereto agree as follows:
ARTTCLE 1 DEFINITIONS AND INTERPRETATION
1.1

Deffnitions

In this Agreement, unless there;s something in the context or subject natter


therewith, ihe following defined terms shall havd the meanings hreinafter set loftlr:

inconsisteni

(a) (b)
(c) (d)

"Alfiliate"

has the meaning se! fofth in the B&!ir?ss Ca/porutions Act (Onta.;o).

"Annual Salary" means the annual salary of the Execurive, whic]r initially shau be USD$360,000.00 per annun and thereafter shall be such orher amount as may be determined by t|e Board ofDirectors in its review ofthe Annual Salary.
"Associate" has the meaning set lorth in ihe Brrrrest Calporutians Act (On\Nia).

"Bnefits" means all benefils and entitlements within the iext of benefit agreemenis or policies ofthe Corporai;on, which are provided to the Executive from time to time during his employment with the Corporation (unless sucb Benefits are relinquished by the

-2

Executive with his consent),

,in) enlirlemenr lo d bonur,


G)

proided that such term shali nor include Stock ODtions or

'Board ofDirectors" means the Board ofDirectors ofthe Corporation.


"Change ofControl" neans rhe occurrence ofany ofi

(0

(i)

conversion of rhe Convertjble Securtties beneficially owned ty ile Hotaers thereof, would have the right ro cast more than 50% ofthe votes attached !o all Common Shares ofthe Corporation; or

the purchase or acquisition of Common Shares of the Corporation an or securities converiible into Common Shares of the Corporation or canying the right to acquire Comlnon Shares ofthe Corporarjon ("Convedible Securities',) as a resulr of lyhich a Pelson, group of persons or persons acting jointly or in concerr! or any Afllliares or Associates ofany such percon, group ofpersons or any of such Persons acting joinily or in concert (coltecrively lhe ,'Holders,,) beneficially own or exercise control or direction over Common Shares ancLroi Convertible Securities of rhe Corporation such that, assuming only the

(iD

approval by the shareholders ofihe Corporarion of:

(A)

or combination ofthe Corporarion with another corpomtion or other entiry pursuanr to which the shareholders of the Corporatjon immediately thereafter do noi own securities of the successor or contin ins corporurion or otl,er er il " ricl- \oLld enri le rhem ro casr more rhai 50% of the votes attaching to all of ihe Common Shares of the Corpomtion or shares in the capital of the successor or continuing corporation or other enlity which may be cast to elect directors ofthat corporarion or other entily; or
a liquidation, dissolution or winding,up ofrhe Corporation;

an amalgamalion. ar.angenent, nerger or other consolidation

(B) (iiD
(s)
(h)

or

the sale. lease or other disposition of all or substantiany all ofthe assers ofrhe
Corporation.

"Common Shares" neans the common shares ofthe Corporation.

"Competitiv Business" means any bus;ness which is substaniiallv simjlar to or js in direcrcompetirionNirha.l ..'.rri t".in.*.r"iedonorr.rder,ciirecon.iderationb) the Corporation or any of its Affiliates or Associates at the time the determination of
"Compeiitive Business" is made-

(D

"Conffdentirl Information" neans infon11ation, dara, technology, material or other properly, of any kind and in wharever form, rhat is confidenrial or proprietary ro the Corporation or any Affiliate, Associare. customer, client, joint venturer, partner, or
supplier ofthe Corporation, including withour limharionr (i)the names, addresses, and any olher information about the customers, clients, enployees, consultants, agents, joint vnturers, patners, supplierc or other business associates of the Corporat;on or irs

Affiliates or Associates; (ii) engineering repods, environmental repofts, evalualions, Iegal

opinions, names ofshareholders, names ofjoint veniure partners, geological information, maps, land and lease information, well data, prospect data, seismic inlormation and gas

processing and marketing

tems and

arangements together

with all

analyses,

interpretations, compilaiions, studies or other documents relating thereto, (ill) information relaling to the past, present and contemplated business plans, financial condition or financial results, banking anangements or other contracts, terms or negotiations related to the assets. financial condilion or business of the Corporation or any Affiliate or Associate; (iv) informalion relating ro products, strategies, methods of production and operation, business processes, marketing aDd marketing plans, distribution, installations, facilities, machinery and equipment, and research and development, or other work product of the Coryoration or any Affiliate or Associate; (v) any other information, the disclosure of which could be reasonably expected to materially adversely affect the Corporation or any Afilliale or Associate ofthe Corporation or which the Corporation or

any Affiliate or Assoc;ate designates as confidential information or which the Corpomtion or dny Affiliate or Associale is obliged by contract or law to treat as confidential; prarided, hawewr, ,,dt "Conffdential Information" does tot include
information which is or becomes generaily available to the public, other than as a result of a disclosure in violation of this Agreement, or infomation which the Executive can conclusively establish was already lawfully in the possession oflhe Executive prior to the Executive's elnployment with the Corporation.

0)

"Dste of Tcrmination" shall mean the daie ofcessation ofihe Executive's enploymenl wilh the Corporalion, regardless ofthe reason lor cessation ofemployment and rvhether
or not adequate noiice ofcessation lvas provided.

(k)

mean the Executive's inability to perform the material and substaltial employnient on a full-lime basis for a period of twelve (12) consecutive months where such inability arises as a result ofsickness or injury.

"Disrbility" shall

duties of

lis

0)

'Effctiv Date" shall

be the

effective date ofa Change ofControl.

(n)

"Good Rerson" shallmean lhe occunerce ofany


(D

offie foliowing

events:

a materially detrimental change (other than those which are clearly consislent with a promotion) in the Execut;ve's position or dut;es, title or office, which includes any renoval of the Executive from or any failure to re-elecl or re appo;nt the Executive to any such positions or oftices; prcrided that, sr.h t tm shall not include (A) a change consisient with the Coeoration splitting a position into one or more positions based oD the denands ofsirch position so long as there is no reduction in the Executive's Annual Salary or a material reduction in Benefits or other remuneration or (B)a request by the Coporation for the Executive lo be employed by one ofthe Corporation's Affiliates or Associates if such employment would be on substanlially the same terrns as his employment widr the Corporation (including w;th respect io geographic location) and there would be no reduction in the Executive's Annual Salary or a material reduction in Benefits or other renuneralion; or
a reduction by the Corpomlion in the Executivet Annual Salary or any material change in the basis upon whic| ile Executive's Annual Salary is detemined.

(iD

-1

Ptarided, howerel. "Cood Reason" shall expressly be deemed not to include the following:

(i) (it (iiD

the occurence ofany ofthe aforesaid events with the consent ofthe Executive;

tennination

of the

employment

of the Executive for

Just Cause, death or

Disability;or

the occuffence of any of the aforcsaid events where such event has been approved by the Board of Directors on the basis that such action is rcasonable andjust;fiable in the immediate best interests ofthe Coryoration and such action has been applied in a similar and consistent manner to all executives of the
Corporation.

(n)

"Just Cause" means any act or course ofconduct which ai law constitutes just cause and shall expressly be deemed to include, wirhout linitation:

(i)

the continued failure by the Executive to substantially perform his duties according to the terms ofhis employment (other than any such failure resuliing
from the Executivet Disability) after the Corporation bas given the Executive reasonable nolice ofsuch failure and a reasonable opportunily 10 conect it:

(iD (iii) (iu) (v) (o) (p)

the engaging by the Executive in any act which is materially injurious to the
Corporation,
a brcach
fi

nancially or orhenvise;

ofany provision h Article 5 (provided that the Corporation acts in good faith in deleminirg that such a breach conslilrites Just Cause) or a material breach ofany other provision ofthis Agreement;
the conviction ofthe Executive ofan indictable offence or fraud; or

fmud, theft or willful misconducl by the Executile that relates to or affects the Corporation or the Executive's employmeni with the Cotporation.

"Minimum Time" neans, 50%, ofthe Executive's time devoted to ihe business and inierests of the Corporation; for clariry. 100% ofthe Executive's iime shall be [,700
hoursl per year. "Person" neans any individual, corporation, limiled liabiliiy corporation, limited or general partnership, joid venrure, association, joint-stock corporation, trust, plan,
un;ncorporated organizat;on
thereof.

or govemment or any agency or political

subdivisions

1.2

Headings

The headings of the ariicles, seciions, clar$es and paragraphs ofthis Agreenent are inserted for convenience ol reference onlv and shall not affect the meanins or construction-

-5

1.3

Currency

All
1.1

sulns ofmoney ihat are refe(ed to in this Agreement arc expressed in lawful money ofUnired

Singubr Gender
Words impoting the singular number oniy shall include the plural and vice versa and words impoding the use of any gender shall include all genders.

1.5

Business Day

In the event that any date on which any action is required to be taken hereunder by any of the parties is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

ARTICLE 2 EMPLOYMENT

2-t

Engagement
Subject to the terms and conditions hereof, the Corporation shall employ the Executive as the President and ChiefExecutive Officer ofthe Colporation, reporting to the Board ofDirectors of the Corporation, as well as having a seat on the Board ofDirectors as voted by the shareholders at the annual general meeting ofthe Corporation.

Dutics
The Executive hereby accepts such ernploynent in accordance with the terms and conditions of this Agreement and agrees 1o perfonn those duties and functions as outlined in Schedule "A", and have those responsibilities which are nonnally associated with his position, in addition to carrying out such other dut;es and respons;bllities as a.e assignedto hiin from time to time.
2.3

Performance The Executive shall devote I00% ofhis tirne, energy, skill and best efforts to the performance of his dut;es hereunder, a manner which will faithfully and diligently fudher the business and 'n interests ofthe Corporation. Prior to accepting any directorship, advisory role or other similar role wirh another company, the Executive shall obtain the written consent of the Corporation. The Executive shall at all tiDles conply lvith all applicable laws and all policies and instructions ofthe Corporation in effect lrom rime to time.

2.1

Policics

The employment ofthe Executive shall be subject to the terms ofthe written policies ofthe Corporation as they may be established and amended lrom time to time by the Corporation (wilhout further notice) unless any such policies are in direct conflict w;th the terms of this Agreement, in which case, the lenns oflhis Agreenen! shall govem to the exteni ofthe conflict.

-6

2.5

Trm
This Agreement shall be for a iefln of lwo yeals, auiomadcally renewed thereafter from year
10

year unless notice has been provided b) either lhe Corporation or the Executive to the other pary at least 90 days prior to the end ofthe term.

ARTICLE 3 REMUNERATION, trXPtrNSES, BENtrFITS ANDVACATION


3.1

Salary
The Corporation shall pay to the Execxtive his Annual Salary (less applicable withholdings and deductions), which shall accrue from day-ro-day and shall be payable in arrears by semi monthly insiallments during the term ofthis Agreement. The Annual Salary shall be subject to adjustnent in the following circumstances, to be assessed at the erd ofeach fiscal year:

(a)

ifthe Executive does not spend ihe Minimum Time located physically outside ofCanada and attending to the business ofthe Corporation, the Annual Salary shall be reduced by USD. $1,000 for each 1% that the actual time spent by the Executive k less ihan the Minimum Time (to a ma\inum ofUSD $25.000);and
spends more than the Mini un Tine located plysically outside of Canada and attending to the business ofthe Corporation, the Annual Salary shall be

(b) if the Executive

increased by USD $1,000 for each 1% that lhe actual tine spent by the Executive exceeds the Minimum Time (to a maximum ofUSD. $25,000).

3-2

Bonus

During ihe term of this Agreement, ihe Executive shall also be eligible to receive additional incentive compensation ofup 1o a maximun of$3,150,000.00 US Dollars upon the achievenent ofthe following milestones over the term ofthe Agreement, as specified belowl
Milestone #l Milestone #2 Milestone #4
$650,000
$

100,000

$500,000 s250,000 $1,650,000

#l Investment Financing Funds real;zed since start-up greater than $15 million CAD. Milestone #2 (Est. Ql-2009) Date ofreceipt offield daia from the i-D processing contractor. Milestone #3 (Q2-2009) Drilling lnvestnent Funds (>$25 million USD). Mileston #4 (Est. Ql-2010) Spudding ofFirsl Exploratory well. Milcstone #5 (Q4-2010) - Commercial Discovery ofNew field Wildcat rvell >5000 boepd over minimum 15 days ofcontinuous^tabilized tesl.
Milestone
3.3

Stock Options During the telm oftlis Agreement and at the discrction ofthe Board ofDirectors, the Executive may also be gmnted opiions to purchase Common Shares in accordance with the Corporation's

-7 -

Stock Option Plan as additional rem nention for his services under th;s Agreement. All issuances shall be made in accordance with applicable securities legislation. Not later than October 16 ', 2008, the Executive shall be granted options, with a term offive years, to purchase
2,350,000 Common Shares. The exercise price ofthese options shall be 50.75 Canadian Dollarc and vesting will be based on the performance of the Corporaiion, namely the attainment of specific milestones as specified below:

Date October I 6'h, 2008


Milestone #l Milestone #2 Milestone #l

Number ofOptions
600,000
1,500,000 125,000

r25,000

Milestone million.

being ofthe date ofreceipt of aggregate investment tunds ofmore than Cdn.915

Milestone 2 being the date ofreceipt offield date from the 3D processing contractor. Milestone 3 being the date ofreceipt ofadditional investneni funds ofmorc than US $25 million. 3.4 Expenses

The Corporation shall reimburse the Executive for all reasonable rravelling and other expenses actually and properly incuned by him ln connection with his duties hereunder in accordance with the Corporation's policies, ptorided that s\ch expenses shall be subject to approval by one ofthe Directors of the Corporation, and suci expenses nay be subject to further verification by the Aud;t Committee ofthe Board ofDirectors. Fo.allsuch expenses, the Executive shall fumishthe Coeoration with such statemenb! receipts or other reasonable documentation and within the applicable time period as may be reasonably required by the Corpomtion.
3.5

Benefits The Executive shall participate in all Benefits that the Corporation provides for its executi\es, unLess such Benefils are rclinquished by the Executive. The Corporation shall provide Benefits in accordance with the fonnal plan documents or policies, and any issues with respect to entitlement or paynent olBenefits shall be governed by the terms ofsuch documents or policies esiablishing the Benefit in issue.

3.6

The Executive shall be entitled to paid vacation of8 weeks per calendar year.

ARTICLE 4 TERMINATION OF EMPLOYMENT IN CERTAIN E!'ENTS


4.1

Death
The Executive's employment and this Agreement shall be deemed ielminated on death, ai which

time the Executive's pe$onal rcpresentatives shall be entitled to receive the amount of unpaid
salary to and including the date ofdeath, any bonus declared but not yet paid, plus all outstanding

8-

vacarion pay and expense reimbursements


deductions).

(in each case less applicable withholdjngs

and

1.2

Disabiliry G)
The Executive shall cooperate in all respecls with the Corpomtion ifa question arises as to whelher the Execuiive has a Disabiliry. The Executive shall, as reasonably requested by the Corporation, submit to an examination by a nedical doctor or other health care specialist mutually selected by the Corporation and ihe Executive (or, if they cannol agree on the selection ofthe doctor or specialist, a doctor or specialist appointed by a recognlzed courl in Vancouver, Brilish Columbia). lfthe Corporation and the Executive are unable to agree on whether a Disability exists, the determinarion of the specialist selected pursuant hrelo shall be detenninative.

(b)

ln the

event

Corporalion shall be deemed

determines terminated bv reason ofDisabiliry, then:

of a Disability of the Executive, the Executive's enrployment wirh the to be frustmted and, unless the Board ol Directors othenvise, shall automatically teminate. If the Executive's employment is
.l

ri)

lle

Corporation

a p")

1e

f\ecdLile:

(A)

the amount of unpaid salary to and including the Date of Tennination, any declared but unpaid bonus, and all outstanding vacation pay (uniess the Executive is receiving long-tenn disabiliB/ insurance, in which case the Corporation shall have no obligation to pay the Execurive's salary or vacation pay), plus outstanding expense reimbursenents, plus upon receipt ofan executed release ;n the form ofthe Release attached as Schedule "8" to this Agreement, a severance payment equal to the anount payabie to the Execuiive pursuant to Seclion 4.4(cxiv),

(B)
(c)

(in each case, less applicable wil]rholdings and deductions);and (iD

any outslanding oplions to purchase Common Shares shall be treated manner sei forth in Section 4.4(d) and Section 4.7.

in

the

4.1

Termination by th Corporation for Just Cause and Terminstion by the Erecutiv Without
Good Reason
(a)

The Corporation may, at any time, iDlmediately terminate the Execufive's employment for Just Cause by giving written notice setting forth the nature ofthe Just Cause. The Executive may terminate his enployment with rhe Corporation for any reason upon ninety (90) days written notice.

(b)

(c)

Ifthe Executive's enployment is tenn;naied e;ther by the Corporation lor

Just Cause or

by the Executive other than for Good Reason, ihe Corporation shall pay to the Executive, within five (5) business days following the Date ofTermination, the amount of unpaid

-9-

salary to and including the Date ofTermination, any declared bur unpaid bonus, ptus all outstanding vacation pay and expense reimbursements (jn each case less applicable withholdings and deductions). 4.4

Termination by th Corporation Without Just Cause or Trmination by the Executive for


Cood Reason

G)

The Corporation nay. in its absolute discretion, inmediately terminaie the Executive,s enployment ai any time without Just Cause for anv reason. The Executive acknowtedses
rhar

rheComoElionnr)$i.hlolr.r,lertLeLrecurirerorheenpoirnerrro.oneolihe

Corporation's Affiliates or Associales, and in such case, the transfer ofthe Executive (or rcquesr therefor) shall not be deened io be a termination ofthe Execurive's enployment without Just Cause or otlrerwise so long as ihe Executive's employmenr with the Affiliate or Assoc;ate would be on substantially ihe same terms as his enploymenr with the Corporation (including with respect to geographic location) and rhere would be no reduciion in the Executive's Annual Salarl,or a nraterial reduction in Benefits or other

(b.)

At any time rvithin 30 days follow;ng an event that constitutes "Cood Reason. hereunder. the Executive may tenninate his employnenr with ihe Corporation upon thiry (30) days

G)

lfthe Executive's employment


(i)
(iD (iiD

is terminated either by the Corporation without Just Cause or by the Execurive for cood Reason, then the Corpomtion shall pay to the Executlve: the anount ofunpaid salary to and including the Date ofTermination, plus

all outstanding vacation pay and expense reimbursements, plus


any bonus that has been declared but not yet paid, plus

(iu)

upon receipt of an execuled release in tle form of the Release attached as Schedule "B" to this Agrcementj aseverance payment equal to the aggregate of:

(A) (B)

two (2) tines the Annual Salary, plus

two (2) times the average amount ofthe bonus payments (excluding any retention bonus or retention payment) paid by the Corpomtion to the Executive for the three calendar years prior to the Date ofTermination,
ptot,ided that, if the Execulive is teminated pursuant to this Section and (1) the Date of'fermination is during 2009, the Executive shall be entitled to trvo (2)times the amount of bonus payments (excluding any retention bonus or retention paynent) for the 2008 calenda( year, and (2) iflhe Date ofTermination is during 2010, the Executive shall be enrirled to two (2) tines the avemge amount ofihe bonus paynents (other than any retention bonLrs or payment) for the 2008 and 2009 calendar years,
plus

-l0(C)
an amount equal to ihe Corporat;on's cosr ofatl Benefits in which the Executive is actively panicipating ar the Date of Teminarion fora period oftwo (2) years following the Date ofTermination,

(in each case,less applicable withholdings and deductions).

(d)

Ifthe Executive's employnent is terminated eirher by the Corporaiion wiihout Just Cause or by the Execut;ve lor Good Reason, any outstanding options to purchase Common Shares lhat have vested to the Daie of Termination must be exercised or shall elpire within six (6) months ofthe Date ofTermination and all outstanding options to purchase Common Shares that have not yet vested shall expire immediately and may not be ofControl
ln the event ofa Change ofConlrol ofthe Corporationi

4.5

Change

(^)

(i) (iD

the Corporation shall have the option, rvithin six (6) months ofthe Effedive Date, to terminate the employment ofthe Executive effective immediately;and
the Executive shall have the option, within six (6) months ofthe Effective Dare, to terminate his employment with the Corporation upon providine thidy (10) days written notice (which notice nay be provided at any time during such sixmonth period following the Effective Dare).

(b)

If

the Executive's employment is terminated by the Corporalion pursuant to Section 4.5

(a) above, then:

(i)

the Corporation shall pay 1o the Executive, upon receipt ofan executed release in the foml ofihe Release attached as Schedule "B" to this Agreement, the amouDis

payable to ihe Executive pursuant to Section 4.4(c) (less applicable withhold'ngs and deductions); and

(ii)
(c)

any outstanding options to purchase Common Shares shall vest and such options

must be exercised Terminaiion.

or shall expire within six (6) months of the Date of

Ifthe Executive's employnent is tenninated by ihe Executive pursuant to Section 4.5 (a)

(i)

the Corporation shall pay to the Executive, upon receipt ofan executed release in the fom oflhe Release atiached as Schedule "B" to this Agreement, the amounts payable lo the Executive punuant to Section 4-4(c) (less applicable withholdings and deductions); and any outstanding opiions !o purchas Comlnon Shares that have vested to the Date of Tennination must be exercised or shall expire witlin six (6) months of th Date ofTennination and all outstanding oplions to purchase Common Shares that have not yei vested shall expire inmediately and may not be exercised.

(iD

tl

(d)

Ifneither the Corporation nor the Execulive elects to exercise ihe option to terminate the
Executive's employment pursuant to Section 4.5(a) above, the Executive's employment
shall continue in accordance with the terms ofthis Agreement, or on such other terms as mulually agreed by the Corpomtion and the Executive.

4.6

Contribution to Rgistered Retiremcnt Savings Plfln

ljpon lermination ofhis employment, if the Executive elects to conrribute any porlion of the amount payable to the Executive pursuant to this Article 4 to a registered retirement savings plan as permitted under the lncane T.\ Act (Canade,), the Corporation shall cooperate in the payment of such anount (provided that such contributions are within the applicable eligibiliry limits).
4.7

Set-Ofi lor Repryment of Loans Notwilhstanding any provision hereof ro the contrary, upon termination of the Excutive's employmenl with the Corporation, the pariies hereto agree that any amount owing tiom the
Executive to the Corporation, whether purcuant to a loan or otherwise, nay be set-oIf and applied by rhe Corpomtion against the amounl owing by the Corporation to the Exec rive pursuant to this

Article 4.
4.8

Return ofProperty

On the Date of Termination, lhe Executive shall promptly sunender to lhe Corporation all infomation in whatever form (including all Confidential Information) and any other docunents,
materials, data, property! information and equipneni belonging to the Corporation or relating 1o the Corporations business in his possession, cusiody or contrcl, and the Executive shall nol

thereafter retain

or deliver to any orher Person any of the foregoing or any summary or

memorandum thereol 4.9

Club Memberships at the Date of Termination. there were any memberships in any clubs, social or athletic organizations paid by the Corporation that were lor the regular use ofthe Executive as ofthe Date of Termination, the Corporation shall not take any action to tenninate such memberships, pro|ided that, sLtbiect ro the provisions ofthis Article 4 providing that rhe Corporation shall pay the Executive the cost ofBenefits for the period for $,hich he is receiving severance hereunder, the Corporation shall not pay any f'ees or dues related thereto following the Date ofTermination.

It

4.10

No Reductioo in Berfits
The compensation and other benefits payable under this Agreement to the Executive shall not be reduced in any respect in the event that the Execulive shall secure, or shall not reasonably pursue, altemalive employment following the Date ofTermination.

4.11

Full Sstisf,ction
(a)

"nd

Rclease

Where tlre Execulilre's employment has been tenninated lor any reason, the Executive agrees and acknowledges that the conpensation paid ro him in accordance with this Agrcement shall fully and fa'rly compensate him for his loss ofemployment and shall be iD full satisfaction of and in substitution for any other notice, pay in lieu of notice,

t2-

severance, compensation, bonuses, benefits or other entitlenents to which the Executive may otherwise be entitled at larv or otherwise.

(b)

The Executive hereby acknowledges that receipt by the Executive of rhe compensation payable to him upon termination in accordance with this Agreement shall constitute a full and final release and discharge of tle Corporation and the other persons and entities referred to the release atlached hereto to the extent set forlh in such release. and pon receipt of such compensation, the Executive hereby waives any claims against the Corporation and the persons and entities so released. Contemporaneously wilh the Corporalion's paymen! ofthe compensation payable to the Executive upon termination, the Executive shall provide the Corporation with the executed release in the form attached hereto,prrrtded rrdl tle Execuiive\ failure to provide the executed release shall .ot affect tlre validiA/ ofthe release provided by this Secl;on 4.1L

ARTICLE 5 COMPETING INTERESTS. CONFIDENTIALITY AND NON-SOLICITATION


5_l

No Breach ofProprietary Rights

ofThird Prrties

(a)

The Executive represents and wanants to the Corporation that (i)dre Executive's employment with the Coryoration and his perfonnance oflhis Agreement will not breach any agreemenl or olher obligation with respect to ihe confidential or proprietary infonnation of a third paty; and (ii) the Executive is not bound by any wdtten or oml agreement with any third paty thar conflicts rvith the Executive's employment with rhe
Colporation or his obligaiions hereuDder-

(b)

'fhe Executive agrees lhat, during his employmen! wilh lhe Corpontion and in the pefomance of his obligations hercunder, he shall not improperly bring to the Corporation or use any trade secrets or confidenlial or propietary information of any
lhird pafty or otherwise knowingly infringe on the proprietary righrs ofany third party.

5-2

Non-Competition

(a)

During the Executive's employment $,ith the Corporation, the Executive shall not directly or indirectly or in any manner engage, invest or otherwise have any intrest (whether individually or in partnership, jointly or in conjunction w;th any other Person, or as an employee, consultant, adviser, principal, investor, agent, lender, guarantor, member or proprietor) in any Competilive Business or in any Person thai has any such interest in a Compeiitive Business without the pdor written conseni oftwo (2) disinterested directors ofthe Corporation. Proyided, howeter, rrdr the restdclion in this Seciion 5.2 shall not prevent the Executive from owning securit;es of the Corporation or from holding a passile inveslnent in any pdvate or public corporation il such holdings represent less than five percent (5%) ofthe aggregate issued and outstanding securities ofthe same kind as those securities held by the Execulive- At the time ofthis agreement, the Executive has disclosed that he is the Director of a TSX Venture Exchange Company, Bighorn Petroleum Ltd. In Vancouver, Briiish Columbia, Canada engaged in exploration aclivilies onlv in Nofth Anerica.

ti(b)
a period ofone (1) year after the Date of Temination, the Executive shall not d;rectly or indirectly or in any manner engage, invest or otherwise have any interest (whether individually or in partnership, jointly or in conjuncrion with any other Person. or as an employee, consultant, advjse., principal. investor, agent, lender, guarantor, menber or proprietor) in any business which is substantially sitrl;lar to or is in direct compeiition

For

with any material business carried on or under aclive consideration by the Corporaiion or any of its Affiliales or Assocjales, including without limitation any business exploring, developing or otherwise conducting business in respecl of projects, lands or prospects developed or being developed by or under adive consideration by the Corpomtion or any of its A ffi liares or Associates.
5.3

Non-Solicitation and Other Prohibited Actions


During the Executive's employnent with ihe Corporation and for a period of one (l) year after the Date of Termination, the Executive shall not, lvitbout the prior rvritten consent ol the Corporation (i) direcily or (ii) knowingly and indirectly:

(a) (b)
(c)

hire, engage or take away or atteffpt to hire, engage or take away or olherwise interfere with any Person employed or contracted by ihe Corpomlion or its Alfiliates or Associates (whelher as a direclor, officer, enployee, servant, agent, consultant or representat;ve);

solicit, interferc with or endeavor to direct or entice away any customer, cljent or any Person, firm or corpontion dealing with the Corporation or any Affiliale orAssociate;
acquire or agrce to acquire, or nake any proposal to acquire in any manner, direclly or indireclly, more than one percent (l%) ofthe outstanding securities ol, or any property or assets of, the Corporation or ofils Afllliates or Associates;

(dl

comnence an offer of any nature or k;nd whatsoever for any securities or prcperty or assets of dle Corpomlion or any of irs Affiliates or Associates, including without limitaiion atender or exchange offer;

G)

solicit proxies from holders of securilies of the corporation or folm, join or in any lvay parlicipate with a "control peNon" (as such term is defined under the .9ecrlr'ter /.1 (Ontario)) wiih respecl to the equity of the Corporation or any of its Affiliates or

(D

engage ;n any discussions or negot;ations, conclude any understandings or enler into any agreement, or othenvise act in concert, with any third party to propose or effect any

takeover bid, amalgamat;on, merger, arrangement or other business conbinadon wilh respect to the Corpontion or any of its Affiliates or Associates or substantially all oflhe assets ofthe Corporation or any of its Affiliates or Associates or to propose or effect any acquisition or purchase ol any assets of lhe Corpoution or any of its Affiliates or

(e)

instituie any shareholder proposal in respect of the Corporation or otherwise attenpt io influence or contrcl the conducl ofthe security holders ofthe Corporation; or

(h)

lale

"n)

aclion in lLnher. rce olrn) o-rhe foredoiits.

-14-

whether for or on his behalfor for any endry in which he shal have a direcl or indirecr interest ror any Affiliate or Associate of any such entiry) whether as a propr;etor: partner, co_venlurer, financier, in\'estor or stockholder, director. officer, employer,_ enployee, servant! agenr,
representative or otherwise, 5.1

Confidntialitv
(a)

During the period ofhis emplo)'ment wirh the Corporaiion and at any time thereafter, the

Executive shall receive and hold

all

undisclosed, in trusl and in confidence, and shall comply with the Corporation'i policies and guidelines and use his besr eifons for rhe proreciion ofConfidentiailnformaii;n. (b)

Confidential Information absolutely secret,

The Executive shall not reveal or disclose to any person outside the Corporation or use for his olvn benefit, whether by privaE commuDication or by pubiic address or publication or othenvise. any Confideniial Information withoui rhe Co;poration's specific written authorization or exccpt as required by a mandarory provision of applicabie law, prctided holteyet, ,1dl prior to any unauthorized use o. disclosure of Confidentiai Information thai is required by law, rhe Executive shall give the Corporation reasonable prior notice of any disclosure of Confidentiat Intormalion requir;d by law and, if requested by rhe Corporation, shall use reasonable efforts to obiain a protective order or similar proteciion for the Corporation and shall pennit and cooperare wilh aDy effort by the Coryoration to obtain such an order. The Executive shall take such actjon as ii reasonably necessary to ensure thal no other elnployee, agent! contraclor or associate of the Corporation, or any fanily member of the Executive or other person discloses or pennits the disclosure ofany Confidential Information.

G)

All originals- copies and other fonns ofConfidential tnfbrmation, howeverand whenever produced, shall be the sole propeit of the Corporation. not to be renoved from the premises or custody ofthe Corpomlion, except in the nonnal course ofbusiness, wjthout
in each instance first obtaining lvritten consent or aurhorization ofthe Corporation. This Agreement and all information and documents conceming the substance and terms

(d)

of this Agreemeni shall be Confidential

confidence and shall not be disclosed ro any other person without the Corporation,s specifi c written autlorization.
5.5

Infonnation and shall be mainiained in

Acknowlcdgement
The Executive acknowledges and agrees that:

G)

he

as a result

will recelve or w;ll become eligible to receive substantial benefits and conpensation ofhis employment by ihe Corporation, which benefits and compensation are

offered to him only because and on condition ol his willingness to commir his best eflorts and loyalty ro the Coryomtion, including abiding by rhe terms and resirictions in this

Anicle 5:
(b)
as a result

ofthe acquisition of Confidential Informaiion, the Executive will occupy a position of trust and confidence wirb the Corporation and irs Affiliates, Associates,
clients, parlners and other business associates;

- t5 -

(c) (d) G) (0 G) (h) 5.6

the Executive's pos;t;on oftrust and knowledge ofConfidential Information would enable the Execuiive to put the Corporation at a significani competitive disadvantage if rhe Executive breaches the restrictions in this Article 5:

his duties and obligations as set foth in Section 5.2 will not unduly restrict or curtail his legitimate efTorts to eam a livelihood following aDy termination ofhis employment;

ineparable damage would result 10 the Corporation if the provisions ofthis Arlicle 5 hereof are not specifically enforced, and the Executive waives all defences to the strict enlorcenent thereof by the Corporation;

the Corpordtion shall be entitled to any appropriate legal, equitable, or other renedy, including injunctive relief, in respect of any failure or continuing failure on his pad to comply with lhem;
the restrictions contained in this Article 5 are rcasonable and valid based on the nature the Executive's position wlth the Corporalion; and

of

any brcach ofthis Afticle 5 shall constitute grounds for termination of employnent for Jusl Cause.

t|e

Executive's

Survivtl
Not\vithstanding the termination
provisions ofthis

of rhis

Agreement and the Executive's employnent, the

Aticle

5 shall survive such rermination and be continuing obligations.

ARTICLE 6 GENERAL

6.1

Further

Ass

ra nces

At any time or from time to time after the date hereof, the parlies ]rerelo agree to cooperate with each other, and at ihe request ofany other pady, to execute and del;ver any lurther instruments or documents and to iake all such further action as the other party may reasonably request in orderto evidence or effectuate lhe consunmaiion of the transactions contemplated hereby and to otherwise carry out the intenl oflhe parties.

6.2

Enrremnt
This Agreenent shall enure 1o the benefit ofand be binding upon the Corporat;on, its successon and permitted assigns. and lhe Executive and his personal representatives.

6.3

Notices

Any notice reqLrired or permiiied to be given under this Agreement shall be in writing and shall be properly given ifdelivercd personally, by telecopier, by prepaid courier service or by certified or prepaid registered mail, addressed as follows (orto such other address provided by one party to
the other party):

-16-

Excutive:

Darren Richard Stevenson 2780 Acadia Road Vancouver, B.C. V6T 2L3

#8

Facsimile:
Corporation:

(604) 331 4166

Voyageur Oiland Cas Corporation 800, 5?0 Granville Sireer Vancouver, B.C. V6C 3Pl Facsimile: (604) 609,7392 Board ofDiectors

And/or: c/o Macleod Dixon LLP 3?00,400 Third Avenue Sw Calgary, Alberta
Canada T2P 4H2

Fax:+1 403 264 5973


Attn: Jay Paft
Voyageur Corporate Secretary

Any such noiice shail be deemed to be received (i) or the date ofdel;very, ifdelivered by hand, (ii) one (l) business day after delivery, ifdelivered by courier, (iii) one (l ) business day follo\\ ing rece;pt of an appropriate electronic confirmation, if sent by relecopier, and (iv) five (5) business days following the date ofmailins, ifmailed. Governing Law
This Agreement shail be govemed by and construed in accordance with tbe laws in force in the
Province ofOntario.
6-5 Successors and Assigns

Neither the Executive nor the Corpomlion may assign iis rights hereunder lo anolher PeNon without the consent of lhe other pa'i,.f|. prcrided, howewr, that (subject 10 Section 4.5) the Corporation nay assign its rights hereunderto any successor corpomlion which acquires (whether

directly

or

indirectly,

by

purchase, amalgamalion, arangement, merger, consolidation,

dissolution or otherwise) all or substantially all of the business and/or assets ofthe Corpomtion and expressly assunes and agrees to perform this Agreement in the same nanner and to the same exlen! lhat the Corporation would be required to pefonn ifno such succession had taken place. As used in this Agreement. the term "Corporation" shall mean lhe Corporation (as herein defined) and any successor to its business and/or assels as aforesaid which assumes and agrees to perfoml th;s Agreenent by operation oflaw or otherwise.
6-6

Termination ofPrior Agreement; Entire Agreement and Conflict


Thls Agreement shaLl conslitute the entire agreement between the Executive and the Coryoration ;n respect ofthe matters set forth herein. Except as othenvise specified herein or in rvriting by ihe

l1-

Co$omtion after the date hereof, to rhe exient of any conflict or inconsistency betlveen the terms Agreement and any other agreement or document between the Executive and the Coryoration or otherwise related to the Executive\ employment with the Corporation, this

of this

Agreement shall govem to the extent ofsuch inconsistency or conflict.

Severability
The provisions ofthis Agreement

slall

be deened severable.

Ifany provision ofthis Agreement

shall be held unenfotceable by any court of competent jurisdiction, such provision shall be
modified to the extent necessary to be enforceable. and the remaining provisions shall remain in full force and effect.
6.8

Anendments snd Waivers

All modifications, amendments and supplemenis to this Agreement must be made in writine and .igned b) bonpd(:es. \oqaiverb) an) paro hereroofdn) pro!i"ion hereofor olanybreachot
this Agreement shall be efleciive or binding unless such wa;ver is in writing! and any such wai!er shall not limit or affect such party's rights with respect to any future breach.
6.9

Counterparh
This Agreenent may be signed in two (2) counterpans, each ofwhich shall be deemed an original and both ofwhich shall together constitute the same instrument.

6.10

Legal Advice

The Executive acknowledges having had the oppofiunity to seek independent legal advice in connection with negotiation and execution ofthis Agreement. IN WITNESS WHEREOF this Agreement

has been executed by the parties hereto:

VOYAGEUR OIL AND GAS CORPORATION

Bvi

frd,lL4
Director

Title:

$cret ur/i riv

VENSON

SCHEDULE

"A"

VOYAGEUR OIL & CAS CORP. EXECUTIvE ROLES & ACCOUNTABILITItrS

: Reporting :
Incumbent

Position :

President&CEO Darren Richard Stevenson Board ofDirectors

General Accountability of Directols of the Corporation and provides the overall leadership and direction of the organizaiion 1o achieve shofierm and long-tenn success of rhe Corporation in tenns ofoil & gas explo.ation, profitable production and rhe enhancement ofshareholder value. This corporate success will not only be based on financial success, but also social and environmental rsponsibility at an international oil and gas best pmctices level. One of the key accounlabilities is the ongoing comlniiment to the key shareholden and investors that rely on clariq/ of purpose and strenglh in personal relationships.
This position is accountable to the Board
The incumbent ofihis executive position is also a member shareholder approval at the AGM.

olthe Board of Directors, subject to ongoing

Focus ofPosition
Wh;le recognizing thejoint overall leadership ofthis position, the focus ofresponsibilities lvill bel

. . . . . . . .

HSE standards and policies Straregic planning Develop and mainrain company policy

Explontion(technicalviewpoint) Relationships with investors, banks

and the financial comnunity Reputation and relationships with other publics. including governments, business partners

and oil & gas leade$ Business diversification includiDg nergers, acquisitions, new business opportunities Code ofBusiDess Ethics (COBE)

Specific Accountabilities
Based upon the focus of the position and tle cunent emphasis upon the developmenl of the Borj El Khadra Sud exploration pennit in Southem Tunisia, the following major accountabilities exisr:

) (.2)
(I

Develops curent and long{erm obj ectives, strategies and policies for the organization
Oversees the plans and progress oftbe technlcal aspects ofthe exploration for oil

&

gas.

(3) (4)

Develops and rnainiains effective relalionships with existing (and polential) investors and the financial community to ensure the attraction ofrequired future debl and equily financing.
Enhances and protects the corporation's reputation with other publics, including govemmenls,

br.ine\ panrer. ard oil & gd.

leade15.

- 19-

(5) (6)

Seeks new business opportunities including merge$, acquisirions, geographic diversification, etc.

Provide leadership and enforcing ethical business conduct and prevention of conuprion, as well
as

maintaining the highest level ofhealth and safety for the Company.

SCHEDULE

"8"

RELEASE

l-

RELEASE

From and after the ElTective Date (defined below) and in consideration ofthe sum of less anounls wirhheld and paid to the Canada Custons and Revenue Agency punuant to ihe provisions ofthe lrco're Zd.r lcr (Canada) (the "Severance Amornt"), and other good and valuable consideration, the receipt of whicl is hereby acklowledged, I, do for nyself and my heirs, executors. administrators, personal representalives and assigns (hereinafter colleclively refered to as "1") forever release, remise and discharge Voyageur Oil and Gas Corporat;on ("Voyageur"), and its partners, affiliates, subsidiaries, successors, predecessor companies (Voyageur and each of the foregoing eniities are collectively refened 1o herein as the "Voyageur croup"), and rhe Voyageur Group's officers, directors, shareholders. employees, agerts, insurers and assigns from any and all actions, causes ofaclions, contracts (whether express or implied), clains and demands for damages, suits, debts, sums of noney, indennity, expenses! inlerest, costs and claims of any and every kind and nature whatsoever. at law or in equity, which I ever had or now have, or which I or my heirs, successors or personal representat;ves may hereafter have! by reason of or eaist;ng out of any causes whatsoever existing up to and inclusive olthe date ofthis Release, including but without limiting the gnemliry ofthe foregoing:

Dollan $

_,

(a)

my employment $ith Voyageur;


the terminaiion

(b)
(c)

ofmy employment with Voyageur;

the Executive Employment Agreement dated effective October l6'h, 2008 between
Voyageur and me (lhe "Executive Employment Agreement") or any other written or oral agreement between any member ofthe Voyageur Croup and me (olher than to the extent Voyageu breaches an obligation under any option agreemenl between Voyageur and ne wlich by ils express terms survives the cessation of my employment and has not been ienninated in writing by Voyageur and ne):

(d)

any claims which

may have arising under or relating to the Albeda Enployment

SLandarlls Co.le (ar \nder any similar legislat'on ;n any counrry or subdivision thereof) or

rhe Albena Hundn Rights, Cnizenship an.l MuhicubutalisDl Act (.o( tlnder any similar legisLation in ary country or subdivision thcreoo; G) d1) dnd dil cla:n. lo- damage,. ..llary. $age.. re-nin"rion pa).

.e\er

ce pa). !acalion

pay, bonuses, expenses, allowances, any shares, stock optlons or other rights to purchase shares or trust unjts granted by any menber of the Voyageur Group. incentive or retention payments. insurance or any other benefits (or loss thereof) arising out of my employment wiih voyageur; and

(l)

ail such furlher costs, expenses or damages rvhich lTlay properly be alleged to arise in respect ofthe cessalion ofmy employment with Voyageur.

Notwilhstanding anything contained herein, this Release shall not extend to or affect. or constitute a release ofany right ihat I may have in respect of:

,2
(a) any corporate indemnity existing by statute, contmct or pursuant to any ofrhe constating documents ofvoyageur provided in my favour in respeci ofmy having acted at any time as a director or ofilcer ofthe Voyageur Group;

(b)

ny enlillenent to

any insurance maintained for the benefit or protection ofthe directom andior ofilcers of the Voyageur Group, including without limitation, any directors' and ofIjcers' liability insurance; or

(c)

my entitlemenl to any amounts pursuant to Article 4 of the Executive Employment


Agreement,

2.

EFFECTIVE DATE

This Release shall be effective immediately upon Voyageur's paynent oflhe Severance Amount upon or following the Final Daie of Employment (the "Effective Date"). For the purposes ofthis Release, "Final Date ofEmployment" has the meaniry specified in the tenninalion letter from Voyageur to me regarding the termination of my employmenl with Voyageur (lhe "Terminalion Letter") or if no Final Date of

Employment
Agreement.

is

specified, the applicable Date

of

Termination under

my Executive Employnenl

3.

NO ADMTSSION

I acknowledge that the payment ofthe Severance Amount !o me pursuant lo the above paragraph does nol
constilute any admission ofliability by or on behalfofVoyageur.

4,

INDEMNITY FOR TAXES

I further agree that, for the aforesaid payrnent, I will save harinless and indemn'ry Voyageur frorn and aga;nst all claims, taxes or penalties and demands which may be nade by the Minister of National (Canada) (or by any other Revenue requiring Voyageur to pay income tax under the lrcorr Tar govemment authority under any similar legislation in ary country or subdivision thereof), in respect of income tax payable in excess ofthe incone tax previously withheld; and in respecl ofany and all claims, charges, taxes or penalties and demands which may be made on behalfof or related to the Employment lnsumnce Colnmission orthe Canada Pension Commission (or by any other s;milar government authoriry in any country or subdivision thereof) under the applicable statutes and regulations, witlr respecl io any amounr which may, in the fulure, be found to be payable by Vo)'ageur on my behalf.

l.r

5.

EMPLOYMENT STANDARDS CODE

bonuses, benefits, pay in lieu ofnotice ofterm;naiion ofemployment, severance and other compensatiol that I am entitled to by virtue oltle Alberta Employment Slandards Code (or under any sinilar leg;slation in any country or subdivision thereoo or pursuant to any other labour standards legislalion or common law, and i further confinn that there are no enlitlenents, overtime pay or wages due aDd owing to myselfby Voyageur'

I acknowledge receipt of all wages, overtinre pay, vacation pay, general holiday pay,

6.

BENEFITS AND INSURANCE CLAIMS

I acknowledge and agree that all ofmy employment benefits will cease on the Final Date ofEmployment, wiih the exception ofany Health Care and any Long Tnn Disability Insurance which will expire in the manrer discussed in lhe Termination Lettet, and I further acknorvledge and agree lhat as ofthe Filal Date of Employment, I w;il have no fufthcr claim against Voyageut for benefits or damages arising from the

-3of benefits. I irlly accept sole responsibility to replace those benefits that I wish to continue and to exercise corversion privileges where appl;cable with respect to benefits. In the eveni that I become disabled, I covenanl not to sue Voyageur for insurance or other benefils, or for loss of benefits l
cessation

hereby release Voyageur from any further obligat;ons or liabilities arising from my enploymenl benefits. Irevise :iiriiiiiropriate baqe(lt.iiii:iolicies in eaectst'timi: oftenninationl

7I

HIJMAN RIGHTS

.Jte Albena Hundn acknowledge that I have not been discriminated agaiisl on any grounds under (or under any sinilar legislaiion in anv country or Rights, Citizenship antl Multicuhuralisn subdivision lhereot). I agree not to file a hunan righls complaini against the VoyagelLr Group arising

l.r

fron my

employment

or terminat;on of employnent.

If a human

rights conpla;nt involving lny

employment or teminalion ofemployment with Voyageu is filed, I agree to instruct the Alberta Human Rights Comnission (or any other similar govemment authority in any country or subdivision rhereoo to siay or wilhdraw the conplaint.

8-

NON-DISCLOSURE

I agree that I will not divulge or disclose, direcily or indirectly, the contents ofthe Tennination Le$er' this Release or the terms of settlement relating to my ceasing to be employed with Voyageur to any person, including but without limiting the generality ofthe foregoing, to employees or former employees ;fany nember ofthe Voyageur Croup, excepi my legal and l]nancial advisors and my inmediate family, on the conditionthat lhey maintainlhe confidentialiq- thereof, except as nay be required by law.

9.

COMPLIANCE WITH EMPLOYMENT AGREtrMENT

I continue 1o be bound by the provisions ofAflicle 5 ofmy Employment Agreenent notwithstanding the terminaiion of my employmenl and the Employmenr Agreement l agree thai I will comply with the restrictions set forth in Article 5 of my Enployment Agrcement for the appi;cable tine periods set forth therein. I acknowledge and agree that such restricljons are reasorable and properly required for the adequate protection of the business of Voyageur and lhe othr membcrs ofthe Voyageur Group, and ;n the event ihat the time limit is deemed to be unreasonabie by a court ofcompetent jurisdiction, I agree to
the reduction ofthe

line limitto

a period as the court shall deem to be reasonable

10.

FURTHER CLAIMS

I agree that I w;ll not nake claim ot take proceedings against any other person or entity lhat might ciaim con:tribution or indemnity under lhe provisions of any statute or otherwise against Voyageur or any individual or entity discharged throughthis Release

II.
I

UNDERSTANDING

lo seek ;ndependent legal advice with respect to the natters addressed in this Release, the Terminaiion Lelter and the tenns of setllenent which have been rhis Release. the Termiration Letter and the terms agreed to by Voyageur _heieby and me, and I fully under(r.nd
hereby declare ihat

have had the opportunity

oisettlement.

voluntarily accept the temN for lhe purpose ofmaking fLrll and final compromise.

adjustmenl and settlement

ofall clains

as aforesaid

12.
I

COMPLETE AGRf,EMENT

understand and agree that this Release and the Temination Letter from Voyageur contain the entire agreement betrveen Voyageur and me regarding my termination and that the terms of this Releaie arc contractual and not amere recital-

DATED a! Vancouver, British Columbiathis l6rh day

ofQslglef

2008.

Exhibit 15-Stevenson 296k USD to Gharbi

Page | 23

Exhibit 16-Chiboub gets BEKS extension using influence

Page | 24

Darren Stevenson <darrenrstevenson2010@gmail.com>

FW: BEKS Extension


Darren R Stevenson, Private <darrenrstevenson2010@gmail.com> To: slimchiboub@hotmail.fr Mon, Oct 22, 2012 at 7:31 PM

Fyi, evidence that you were critical to getting the extension. I will discuss our strategy when I meet in person. Until then I am quiet about you.

Warmest Regards,

Darren Abdul Rahim Stevenson


The Landing, Suite 200, 375 Water Street Vancouver, British Columbia, Canada V6B 5C6 m:+44.7438.669.527 | e: darrenrstevenson2010@gmail.com

NOTICE OF CONFIDENTIALITY: This material is not intended for public consumption, distribution or reproduction. The information contained herein is intended only for the confidential use of the recipient. If the reader of this message is not the intended recipient, or person responsible for delivering it to the intended recipient, you are hereby notified that you have received this communication in error, and that any review, dissemination, distribution, or copying of this communication is strictly prohibited. If you receive this in error, please notify the sender immediately by telephone at +1.778.708.9042 and destroy this e-mail message. WARNING: Computer viruses can be transmitted by Email. The recipient should check this Email and any attachments to it for the presence of viruses. We accept no liability for any damage caused by any virus transmitted by this Email.

Please consider the environment before printing this e-mail.

From: Mongi Haffouz, VOGC - MH [mailto:mongi.haffouz@voyageuroil.com] Sent: Monday, February 22, 2010 6:06 AM To: 'Darren Stevenson, VOGC-DRS' Cc: Slim.chiboub@planet.tn; 'A.H Mustafawi '; richard.pollock@voyageuroil.com; 'Duncan McMaster'; 'Jay Park'; 'Ayoub Knani' Subject: BEKS Extension

Hi Darren,

As it was discussed at the last BOD meeting, and as per the request of Mr. Slim Chiboub, we have prepared an official letter to Mr. the Minister of Industry &Technology, along with an official extension request with the full Annexes to the Hydrocarbon Consultative Committee. The official letter to Mr. the Minister was handed over by Mr. Slim Chiboub in person to expedite the process, and therefore our request was accepted at the HCC of the February 15, 2010 for consideration.

Today (Feb 22, 2010) we received the official notification of our extension being accepted for two Years (Nov

04,2010 thru Nov 03,2012) at one condition: extend our letter of guaranty by same period, two years. Would you please ask TD to extend our LG in favor of the Ministry of Industry & Technology by two years starting with Nov 04, 2010 till Nov 03, 2012.

All this process for the extension was realized in an exceptional time frame and in a good manner due to the involvement of Mr. Slim Chiboub and the trust in his person by the local authorities.

Regards,

Mongi Haffouz Vice President, Africa & Middle East and General Manager, Tunisia

Voyageur Oil and Gas Corporation 105 Avenue Tahar Ben Ammar 1013 El Menzah 9B, Tunis - TUNISIA

t: +216.71.888.001 f: +216.71.888.011 m :+216.98.336.059 m :+1.604.306.3436 e: mongi.haffouz@voyageuroil.com w: voyageuroil.com

Confidentiality Notice: This e-mail may contain privileged and confidential material and its transmission is not a waiver of that privilege. It is intended for the sole use of the person to whom it is addressed. Any copying, disclosure, distribution or reliance on this material by anyone other than the intended recipient is strictly prohibited. We assume no responsibility to persons other than the intended recipient. If you have received this transmission in error, please notify Voyageur Oil (604) 763 4438 immediately and destroy any hard copies you may have printed and remove all copies of the e-mail from your mailbox and hard drives.

2 attachments BEKS Extension DGE Ltr.pdf 915K BEKS Extension DGE Ltr Engl.doc.docx 14K

Exhibit 17-Chiboub denies Genesis Offer-2yr extension no need

Page | 25

Darren Stevenson <darrenrstevenson2010@gmail.com>

RE: CONFIDENTIAL FW: Voyageur


1 message A.Hameed Mostafawi <amustafawi@hotmail.com> To: Darren Stevenson <darrenstevenson2005@hotmail.com>
[ d a r r e n s t e v e n s o n 2 0 0 5 _ h o t m a i . c o m l ]

Tue, Apr 6, 2010 at 6:46 AM

Derr Darren I agree with Mr.Slim's comments and would also add that there should not be any finder fees.

A.Hameed Mostafawi Qatar Building Company Tel. +974 4625555 Fax. +974 4625544 Mob. +974 5501839

From: darrenstevenson2005@hotmail.com To: amustafawi@hotmail.com Subject: CONFIDENTIAL FW: Voyageur Date: Mon, 5 Apr 2010 12:28:52 -0700 Dear Hameed: For your eyes only fyi. Please let me know if you would like to have a call Tuesday. Also the AGM will be called after the BOD meeting to discuss and agree the Chinese offer. THe outcome will determine the directors and number. Regards, Darren From: darrenstevenson2005@hotmail.com To: ayoub.knani@meziouknani.com, darren.stevenson@voyageuroil.com CC: slim.chiboub@planet.tn Subject: RE: Voyageur Date: Mon, 5 Apr 2010 12:26:01 -0700 Dear Slim and Ayoub: I agree with the position taken by Slim. I have presented the offer as part of my fiduciary responibility to the Board and shareholders. Please give a suitable time for me to call Slim to discuss some brief points. Also confirm that Thursday will be suitable 15:00 Tunis time for the Board to meet via telephone Best Regards Darren STEVENSON From: Ayoub.Knani@MeziouKnani.com To: darren.stevenson@voyageuroil.com, darrenstevenson2005@hotmail.com CC: slim.chiboub@planet.tn Date: Thu, 1 Apr 2010 21:34:37 +0100 Subject: Voyageur

Dear Darren,

Please note that at this stage Mr. Chiboub express its opposition to the offer presented by the Genesis to Voyageur for the following two <2> reasons :

The price offered per unit is in decalage with the valorization of Voyageur as calculate by our external and internal financial advisors , The level of commissioning is to high in comparison with the price offered per unit and is not in line with the standard in this type of transaction , Voyageur is no more under pressure due to the two year extension obtained by Voyageur.

Regards,

Ayoub

______________________________________________________________________________________ Ayoub Knani Meziou Knani & Associs Adresse : Immeuble Miniar, Bloc A, 1er tage, Rue du Lac D'Ourmia, 2045, Les Berges du Lac, Tunis Tunisie E-mail : ayoub.knani@meziouknani.com Tel : <+216> 71 862 284

_________________________

This message and any attachments message> are confidential, intended solely for the addressee, and may contain legally privileged information. Any unauthorized use or dissemination is prohibited. E-mails are susceptible to alteration. Meziou Knani & associs shall not be liable for the message if altered, changed or falsified. _________________________

Ce message et toutes les pices jointes message> sont confidentiels et susceptibles de contenir des informations couvertes par le secret professionnel. Ce message est tabli l'intention exclusive de ses destinataires. Toute utilisation ou diffusion non autorise est interdite. Tout message lectronique est susceptible d'altration. Meziou Knani & associs dcline toute responsabilit au titre de ce message s'il a t altr, dform ou falsifi. _________________________

Stay in touch. Get Hotmail & Messenger on your phone. Stay in touch. Get Hotmail & Messenger on your phone. Hotmail: Free, trusted and rich email service. Get it now.

105 Avenue Tahar Ben Ammar El Menzah 9B, 1013 Tunis, Tunisia t: +1.216.71.888.001 f:+1.216.71.888.011 www.voyageuroil.com

Memorandum
To: Slim Chiboub Richard Pollock A Hameed Mustafawi Michael Mumelter
Jay Park

From Date: Re:

Darren Stevenson Wayne Koshman 3/30/2010 Offer of up to 45 million USD in equity investment from Genesis International Petroleum and Chemical Co. Ltd (Hong Kong Stock Exchange Company)

Dear Sirs: We would like to introduce the formal offer from Genesis Energy Holdings Limited www.genesiserg.com , 100% subsidiary Genesis International Petroleum & Chemical Co. Ltd. (Genesis). Genesis has offered to the financing through Perfect Eagle Enterprises Limited (Perfect Eagle) a Hong Kong private debt and equity firm for up to USD $45 million through a unit financing at $1.50 with a $2.00 warrant. Conditions of the offer and related financial terms 1. Acceptance of the Perfect Eagle offer of financing document dated March 17, 2010. My understanding is that they have been reviewing this opportunity since August 2009 and have been thoroughly introduce to this opportunity and the region. 2. Acceptance of the terms and conditions outlined in the Engagement Agreement, dated March 17, 2010 from Perfect Eagle Enterprises Limited. This agreement outlines a 8% cash commission and a 10% 3 year warrant. We would propose only a 1 or 2 year warrant 3. At the next AGM, one seat on the Board of Directors. 4. Acceptance of the Finders/Introductory Fee Agreement, dated March 28, 2010 from Mr. Zhu Xiao Lin. 5. Final review of the subscription agreement and legal opinion from Macleod Dixon LLP on current status of the BEKS permit; Financing Terms and Fees 30 million shares @ USD$1.50 Cash Commission 8% Finders Fee 7% Net Proceeds $38,250,000 $45,000,000 $3,600,000 $3,150,000 $1.28 per share

Voyageur Oil and Gas Corporation is an independent Canadian oil and gas company with operations in Tunisia and a focus on North and West Africa 105 Avenue Tahar Ben Ammar, 1013 El Menzah 9B, Tunis Tunisia- ph: +216 71 888 001 fax: +216 71 888 011 www.voyageuroil.com

105 Avenue Tahar Ben Ammar El Menzah 9B, 1013 Tunis, Tunisia t: +1.216.71.888.001 f:+1.216.71.888.011 www.voyageuroil.com

Voyageur would have a number of conditions to the financing, which would be as follows, but limited to: 1. Genesis would need to meet all covenants and terms within the subscription form. 2. This offer would be subject to any other offer(s) of financing at a higher and at more favorable conditions. 3. Confirm that Genesis a legally incorporated subsidiary of Genesis Energy Holdings Limited. The subsidiary is being used to avoid listing and regulatory requirements for a VSA (Very Substantial Acquisition), which are governed by SEHK (Stock Exchange of Hong Kong). The use of the subsidiary avoids the possible delays which may occur on completing the financing. It may be possible for Genesis Energy Holdings Limited to make a direct investment, however it is still being investigated by Genesiss legal counsel. 4. Possible visit to Hong Kong by Voyageur and/or a visit to Tunisia by Perfect Eagles director(s) and/or officer(s). 5. Due diligence and legal review of the Genesis group of companies and shareholders 6. Confirmation by way of signed and executed letter by each of those Voyageur Directors involved in presenting the proposed investment offer is not directly or indirectly receiving any benefit from the finder fees and cash commissions. 7. Review of any issues governing Voyageur directors and shareholder rights

VOYAGEUR OIL AND GAS CORPORATION

_____________________________ Darren Stevenson President and CEO, Director & Founder Attachments
1. 2. 3. 4. 5. 6. 7.

_______________________ Wayne Koshman Director, Founder

FIRM OFFER OF FINANCING BY PERFECT EAGLE ENTERPRISES LIMITED (PERFECT EAGLE) TO VOYAGEUR OIL AND GAS CORPORATION (VOYAGEUR) OF UP TO USD 45 MILLION) PROPOSED ISSUANCE OF 30 MILLION NEW SHARES ( THE PROPOSED ISSUE BY VOYAGEUR OIL AND GAS CORPORATION (VOYAGEUR) LETTER OF INTENT DATED MARCH 18, 2010 FROM GENESIS INTERNATIONAL PETEROLEUM & CHEMICAL CO., LTD. TO VOYAGEUR CONFIDENTIALITY AGREEMENT BETWEEN VOYAGEUR AND PERFECT EAGLE, DATED MARCH 25, 2010 - SIGNED BY PERFECT EAGLE ONLY GENESIS ENERGY HOLDINGS LIMITED 2009 INTERIM FINANCIAL REPORT INTRODUCTORY FEE AGREEMENT BETWEEN VOYAGEUR AND MR. ZHU SIGNED BY MR. ZHU FINANCING ANNOUNCEMENT OF GENESIS

Voyageur Oil and Gas Corporation is an independent Canadian oil and gas company with operations in Tunisia and a focus on North and West Africa 105 Avenue Tahar Ben Ammar, 1013 El Menzah 9B, Tunis Tunisia- ph: +216 71 888 001 fax: +216 71 888 011 www.voyageuroil.com

105 Avenue Tahar Ben Ammar El Menzah 9B, 1013 Tunis, Tunisia t: +1.216.71.888.001 f:+1.216.71.888.011 www.voyageuroil.com

ATTACHMENT 1: FIRM OFFER OF FINANCING BY PERFECT EAGLE ENTERPRISES LIMITED (PERFECT EAGLE) TO VOYAGEUR OIL AND GAS CORPORATION (VOYAGEUR) OF UP TO USD 45 MILLION)

Voyageur Oil and Gas Corporation is an independent Canadian oil and gas company with operations in Tunisia and a focus on North and West Africa 105 Avenue Tahar Ben Ammar, 1013 El Menzah 9B, Tunis Tunisia- ph: +216 71 888 001 fax: +216 71 888 011 www.voyageuroil.com

105 Avenue Tahar Ben Ammar El Menzah 9B, 1013 Tunis, Tunisia t: +1.216.71.888.001 f:+1.216.71.888.011 www.voyageuroil.com

ATTACHMENT 2: PROPOSED ISSUANCE OF 30 MILLION NEW SHARES ( THE PROPOSED ISSUE BY VOYAGEUR OIL AND GAS CORPORATION (VOYAGEUR)

Voyageur Oil and Gas Corporation is an independent Canadian oil and gas company with operations in Tunisia and a focus on North and West Africa 105 Avenue Tahar Ben Ammar, 1013 El Menzah 9B, Tunis Tunisia- ph: +216 71 888 001 fax: +216 71 888 011 www.voyageuroil.com

105 Avenue Tahar Ben Ammar El Menzah 9B, 1013 Tunis, Tunisia t: +1.216.71.888.001 f:+1.216.71.888.011 www.voyageuroil.com

ATTACHMENT 3: LETTER OF INTENT DATED MARCH 18, 2010 FROM GENESIS INTERNATIONAL PETEROLEUM & CHEMICAL CO., LTD. TO VOYAGEUR

Voyageur Oil and Gas Corporation is an independent Canadian oil and gas company with operations in Tunisia and a focus on North and West Africa 105 Avenue Tahar Ben Ammar, 1013 El Menzah 9B, Tunis Tunisia- ph: +216 71 888 001 fax: +216 71 888 011 www.voyageuroil.com

Exhibit 18-Damages and debt caused by Chiboub

Page | 26

As a result of the previous 2 years of distress caused by the actions of Slim Chiboub , I was diagnosed with type 2 diabetes

EMAIL Showing the damage caused by Slim Chiboub trying to bankrupt the Company and blame it on Stevenson. i

Exhibit 19-Mongi Gharbi informs not paid

Page | 27

Exhibit 20- Email to chiboub re gharbi

Page | 28

Darren Stevenson <darrenrstevenson2010@gmail.com>

Confidential
Darren R Stevenson, Private <darrenrstevenson2010@gmail.com> To: slimchiboub@hotmail.fr Cc: "A.Hameed Mostafawi" <amustafawi@hotmail.com> Cher Slim: I wish to clarify my position with you on my recent communication. First I apologize for the manner in which I communicated, it was not necessary and for this I am sorry. I have recently been given very reliable information about your involvement with Voyageur, however that is in the past and is between you and Allah. I appreciate your investment in Voyageur and your mentorship and guidance during some very difficult times for me. Sun, Oct 14, 2012 at 11:16 AM

However there are 2 particular issues that I wish to resolve with you.

1) Mongi Gharbi: As you are well aware the central bank of Tunisia withheld approval for Mayodors investment in Voyageur until a shareholder dispute was resolved (ie Michael Mumelters agreement to give Mongi Gharbi 1.5 million Voyageur shares). You sent your legal representative, Mr Ayoub Knani to Vienna, Austria where he negotiated on your behalf to resolve the matter with Mumelter and Gharbi. The 3 founders (myself, Michael Mumelter and Wayne Koshman agreed to give to you 500,000 shares each for free with the condition that the dispute be resolved. SEE ATTACHED TRUST DECLARATION FROM MYSELF.) a. I am shocked and dismayed to hear from Mongi Gharbi that this was not resolved by yourself, despite many attempts to do so, including meetings with Ayob and your representatives in Tunisia even post revolution. Furthermore, at the time of the Mayodor investment, his 13 year old daughter was dying of a rare form of leukemia and if he had the funds from you at the time, her death may have been pro longed or not as painful. Shame on you my friend. b. RESOLUTION: i. Ask Bin Butti to transfer 1.5 million Voyageur shares to Mongi Gharbi ii. Borrow 1 million dollars from Butti to pay Mongi for his suffering, this can be after the funds are released from the Anadarko transaction. Majority of these funds will go to a new Tunisian Foundation for children with cancer.

2) 1 million shares you purchased from me so I could pay for my wedding in September 2009. a. After Mongi Haffouz received approval from you and me for his agreed $300,000 dollar bonus, I asked that I get the my remaining $150,000 bonus. However you withheld your approval and offered to purchase 1 million shares from me at 15 cents, which you wired $100,000 USD to Vancouver and the rest I received in cash. This was done on the condition that both you and I would convert our remaining $150,000 bonuses to share at 15 cents. The Board resolutions were signed for this by everyone EXECPT yourself. Therefore I did not receive my bonus shares.

b. As a result mostly of my own mistakes, I am left with 11,667 shares in my name and 500,000 shares in Francescas name (which are currently frozen). c. PLEASE FIND THE ATTACHED BOARD RESOLUTIONS SIGNED BY ALL DIRECTORS EXCEPT YOU. i. RESOLUTION: I dont have any shares to deliver so it is up to you to get the shares from Voyageur.

I hope that you understand unlike yourself, I will not kick you when you are down. Believe me I could easily go to the prime minister of Tunisia and other key officials with clear evidence and make your life difficult, however as my Muslim name suggests, I am merciful and instead chose to show you love and compassion.

I trust my brother, Hameed Mustafawi, please feel free to contact him. I am prepared to come to Abu Dhabi Wednesday this week to meet in person should you wish this.

Assalamu Alaikum Habibi.

Warmest Regards,

Darren Abdul Rahim Stevenson


The Landing, Suite 200, 375 Water Street Vancouver, British Columbia, Canada V6B 5C6 Canada m: +1.604.396.3855 | Tunisia m: +216.26039844 | UK m: +44.7574.242.587 e: darrenrstevenson2010@gmail.com

NOTICE OF CONFIDENTIALITY: This material is not intended for public consumption, distribution or reproduction. The information contained herein is intended only for the confidential use of the recipient. If the reader of this message is not the intended recipient, or person responsible for delivering it to the intended recipient, you are hereby notified that you have received this communication in error, and that any review, dissemination, distribution, or copying of this communication is strictly prohibited. If you receive this in error, please notify the sender immediately by telephone at +1.778.708.9042 and destroy this e-mail message. WARNING: Computer viruses can be transmitted by Email. The recipient should check this Email and any attachments to it for the presence of viruses. We accept no liability for any damage caused by any virus transmitted by this Email.

Please consider the environment before printing this e-mail.

2 attachments Trust Declaration.pdf 687K Resolution in writing of the Directors.pdf 690K

Exhibit 21- Press Release re Chiboub Gharbi

Page | 29

Darren Stevenson <darrenrstevenson2010@gmail.com>

Press Release- Slim Chiboub Denies One More Day <URGENT>


Darren AbdulRahim Stevenson <darrenrstevenson2010@gmail.com> Fri, Jan 18, 2013 at 10:31 AM To: Slim Chiboub <slimchiboub@hotmail.fr> Cc: Meriem Chiboub <barbiebrune26@hotmail.com>, Abdul Hameed Mostafawi <amustafawi@hotmail.com>, Hella Hamzaoui <hella-hamzawi@hotmail.com>, Ali Sghaier <alibsghaier@yahoo.com>, Darren AbdulRahim Stevenson <darrenrstevenson2010@gmail.com> : . . . . 10 . . . . . .

Dear Slim: Please find the attached press release that has been sent to all media in Tunisia today as well as international media. Shame on you for not acknowledging what you did to Mongi Gharbi. I have copied my Tunisian lawyer, Ms. Hella Hamzaoui. I have also copied my personal security manager, Mr. Ali Sghaier. Mr Sghaier was born in the difficult part of La Marsa and spent 10 years living in the Bronx, New York where he worked as a security guard trained by the NYPD. Please don't send anyone to me such as your former security guard, Mondher, or anyone else. If you do, I will return the favour. May Allah forgive you for what you did to Mongi Gharbi, have a nice life and never approach me or my family.

Darren AbdulRahim Stevenson

Press Release.pdf 1506K

Press Release For Immediate Release Friday, January 18, 2013

Slim Chiboub Denies a Tunisian Father One More Day with his 13 Year Old Daughter Dying of Cancer

Tunis - Tunisia: Darren Stevenson, A Canadian businessman who gave 500,000 shares of his Canadian oil and gas exploration company, Voyageur Oil and Gas Corporation to Slim Chiboub for free so that he would pay a Tunisian man as per a legal contract shown below in English with Arabic translation. This Tunisian man was owed 1.5 million shares of Voyageur by a partner in Voyageur and Slim's investment in Voyageur was denied by the Tunisian Central Bank until this matter was resolved. This man had a 13 year old daughter who was dying from a rare form of leukemia (Cancer) and wanted money instead of the shares. Chiboub saw a perfect opportunity to acquire shares nothing as he agreed to take a total of 1.5 million shares from the 3 founders of Voyageur including myself promising to resolve the matter with the Tunisian father, which he never did. While it is true Slim Chiboub did not kill this man's daughter, if he had fulfilled his legal obligation, perhaps this man's daughter would have lived one more day, HOW MUCH WOULD A FATHER PAY TO HAVE ONE MORE DAY WITH HIS DYING DAUGHTER???! SHAME ON YOU SLIM CHIBOUB I forgave Slim Chiboub for using his investment funds and influence to try and bankrupt the company so he could take the exploration asset for himself including taking control of the company bank account, obtaining an early extension for the exploration permit from the Tunisian Minister Responsible, firing all the Tunisian staff and wrongfully dismissing myself and other executives. Despite the fact that, as a result of Chiboub's behavior and actions, I lost everything and had to re start my life, I forgave him, visited him in UAE, prayed with him and tried to resolve this quietly. However for denying a father one more day with his dying daughter, I must do the right thing now. I will take Chiboub to court and expect the Tunisian government to help me as his assets are frozen and controlled by the government at moment. Any funds that I obtain from

this personally I will donate to charity for children with Cancer and other rare illnesses in Tunisia. For updates, visit: www.facebook.com/OneMoreDayTunisia

Darren AbdulRahim Stevenson - Vancouver, Canada


Executive Chairman, Founder of Tigris Corporation Ltd. (100% shareholder) Darren Abdul Rahim Stevenson (40) has a strong track record as a successful energy and technology business development leader, who has delivered significant gains in revenues, profits and market share for companies such as the Royal Dutch Shell PLC group of companies in the Hague, Netherlands. He has 17+ plus years in experience in technology, corporate fundraising and mergers and acquisitions, raising in excess of $US125 million for 3 companies he has founded, including nearly $US100 million for his most recent company, Voyageur Oil and Gas Corporation which is now partnered in Tunisia, North Africa with an American oil company. The Companys Borj Al Khadra Sud exploration permit has very promising shale gas potential and the American partner is currently conducting a 2 well, $45 million dollar conventional drilling campaign, with a 100 well, $500 million unconventional drilling campaign planned after approvals. As the Founder and Executive Chairman of Tigris Corporation Ltd, He brings to the group the leadership, fundraising knowledge and practical skills to achieve significant growth in the oil and gas exploration sector. Prior to founding Tigris Corporation in 2011 he served as a founding shareholder and CEO of Voyageur Oil and Gas Corporation which has secured a strategic exploration permit in the Southern tip of Tunisia within the prolific Ghadames basin. He raised $22 million, shot 3D and recruited seasoned exploitation executives to conclude a $70 million farm in with an American oil company. Prior to founding Voyageur Oil and Gas, Mr. Stevenson was founding President and CEO of Bighorn Petroleum (natural gas explorer, partnered with Encana Corporation) and Blacksands Petroleum (oil sands explorer, partnered with the Dene Nation in Saskatchewan). Mr. Stevenson spent over four years in The Hague and Amsterdam with Royal Dutch Shell PLC's consultancy business, Shell Global Solutions. Serving as a business development director, he led a team in technology and commercial business development in support of Shell's business pursuits in Europe, Middle East and Russia. During his tenure at Shell, he led technology sales team that created 2

more than $1 billion USD in new business by selling key downstream technologies such as gasification, hydrocracking, fluid catalytic cracking and visbreaking to new strategic partners in Russia CIS (Rosneft, Sibneft Surgutneftegaz) and the Peoples Republic of China (PetroChina, Sinopec). He was also a member of the gamechanger group led by Jeoren Van der Veer (retired as Royal Dutch Shell PLC CEO) for leading a team that created a CO2 Sales project at the Shell Pernis refinery near Rotterdam which sold pure CO2 to greenhouses as a commodity gas ensuring over 150 million euros in new revenue for Shell. Mr. Stevenson studied chemical engineering at the University of British Columbia where he created a technology spin-off company that is developing a fluidized bed membrane reactor system for hydrogen production. He is also a commercial pilot and has flown commercially for companies that he has created, including Smartjet and Powell River Air Services in Canada.

For more info in Mr. Stevensons current activities in Tunisia, please visit: www.youtube.com/PositiveNewTunisia For all media inquiries please email at: onemoredaytunisia@gmail.com

From: Darren R Stevenson Sent: Sunday, October 14, 2012 3:16 AM To: slimchiboub@hotmail.fr Subject: Confidential Importance: High

Cher Slim: I wish to clarify the situation about Mohamed. As you are well aware the central bank of Tunisia withheld approval for Mayodors investment in Voyageur until a shareholder dispute was resolved (ie Michael Mumelters agreement to give Mohamed 1.5 million Voyageur shares). You sent your legal representative, Mr Ayoub Knani to Vienna, Austria where he negotiated on your behalf to resolve the matter with Mumelter and Mohamed. The 3 founders (myself, Michael Mumelter and Wayne Koshman agreed to give to you 500,000 shares each for free with the condition that the dispute be resolved. SEE ATTACHED TRUST DECLARATION FROM MYSELF.) a. I am shocked and dismayed to hear from Mohamed that this was not resolved by yourself, despite many attempts to do so, including meetings with Ayob and your representatives in Tunisia even post revolution. Furthermore, at the time of the Mayodor investment, his 13 year old daughter was dying of a rare form of leukemia and if he had the funds from you at the time, her death may have been pro longed or not as painful. Shame on you my friend. b. RESOLUTION: Transfer 1.5 million Voyageur shares to Mohamed and the related $225,000 from Mayador I am prepared to come to Abu Dhabi Wednesday this week to meet in person should you wish this.

Assalamu Alaikum Habibi.

Trust Declaration
THJS TRUST DECLARATION dated the -l1h day of April, 2009 ben.veen Darren Richard Stevenson having an address 1551 Foster Street, Suite 602, White Rock, British Columbia. Canada V-+B 5M I and Mr. Slim Chiboub having an a legal office at Ferchiou & \ssocies Meziou Knani. Address: 34 Place du 7 Novembre i 987, Tunis, Tunisia (the
Beneficiary).

WH.t:REAS the Trustee is the registered O\\ner cf

3,-1.51,667

Shares of Voyageur Oii

and Gas Corporation (the Corporation ..) the "Shares") which share certificate 1s kept in the minute boo!-. at the registered and records office of the Corporation.
AND WHEREAS 500.000 shares of Voyageur Oil and Gas Corporation (the shares"")

are to be held b.) the Trustee as trustee and nominee for the Beneficiary;

NOW THEREFORE THE TRUSTEE HEREIN DECLARES AND AGREES AS FOLLOWS THAT:

I.

The Trustee shall holds the Beneficiary Shares and all dividends and interest accrued or to be accrued upon the same upon trust for the Beneficiary and agrees to transfer the Beneficial) Shares as directed b:;. the Beneficiary or othern ise deal
\\

ith the Beneficial"} Shares and the dividends and interest payable in respect of the same in such manner as the Beneficial) shall from time to time direct.

..,

The Trustee shall at all times. exercise all voting rights in connection with the Beneficial) Shares and othem ise deal with the Beneficiary Shares as nominee for the Beneficiary only and in accordance -with the instructions of the Beneficiary.

3.

fhe Trustee shall enter into. execute and deliver as nominee for the Beneficial"} only. all such documents instruments and other agreements as may from time to . time be requested b) the Beneficiary in connection \\ith the Beneficiary Shares.

4.

The Trustee shall. at the request and expense of the Beneficiaf), account to the Beneficial"} for all sums received -with respect to the Beneficiary Shares.

5.

The Trustee shall promptly transmit to the Beneficial) all notices, claims demands or other communications which the Trustee receives relating to r"te Beneficiary Shares, including notices of c;hareholder meetings.

6.

The Beneficiary hereby releases the Trustee from any and all liability that the Trustee may incur in respect of any action taken uy the Trustee either pursuant to the authorization or direction of the Beneficiary or pursuant to the terms of th1s

Declaration ofTrust. The Beneficiary shall indemnifY and hold theTrustee harmless from all liabilities of any kind and character that may arise out of any act or omission by theTrustee pursuant to the terms of this Declaration ofTrust.

7. TheTrustee shall use his best efforts to obtain from the Corporation a separate
share certificate in the name of the Beneficiary or his order for the Beneficiary Shares and have the share certificate to the Beneficiary as soon as possible wherein this Declaration ofTrust and the obligations of theTrustee shall be terminated.

8. Th i Declaration ofTrust hall be governed by and construed in accordance \\ ith


the laws of the British Columbia, Canada.

9. This Declaration of Trust shall be binding upon and enure on theTrustee and his
respective heirs. executors, successors and assigns.

IN WITNESS WHEREOF the party hereto has executed this Trust Declaration this 04 da of April. 2009.

SIGNED. SEALED AND DELIVERED)

in the presence of:

) ) ) Darren Richard Stevenson

______

ACKNOWLEDGMENT

On behalf of the Corporation the undersigned director acknowledges receipt of this Declaration ofTrust and ad,nowledges the te 2009.

et out there in this 41h day of April,

TRLST

lJE'. "LAR.-\ T10'i

AMENDMI_.'fT

fhis ame:1cmen is :m ::tttachment to the Trust l.jeclaration agreement signed bet"Neen Darren Richard Ste,enson and :VIr. Slim Chiboub dated April 4. 2009 (the Parties"') WHERI::AS The Parties are aware that there has been an ongoing legal dispute between , lr. :VIichael 'Yiumelter and

Mohamed

on a claim by

Mohamed

against 'Ylichael Mumelter, Geosat Technologies Limited and

International Energy Investment Limited ("rvtichael"") concerning an alleged promise of payment of

L SD$300.000 or 1,500.000 common shares of Yo) ageur Oil and Gas Corporation ("'Voyageur'') held by

i\1 ichael for past servi.;es rendered (the ..Dispute..). It is understood between the Parties that the validity

and enforceability of the Trust Declaration is valid unl; if the Dispute is settled upon the following conditions:

I.

The Dispute is rectified and solved b) the waj of a tina! release \the .. Release b)! rvtichael:

..

j from

Mohamed to Michael of any and all claims or admission of liabilit


2

There will be no addttional costs claims, payments or any such legal or financial obligations . concerning the Dispute to either Voyageur. Darren Stevenson. Wayne Koshman or \llichacl; rhat Slim Chiboub or his legal representative(s) hereby undertakes to rectify the Dispute on the terms and condition set out above in clause (I) and (2) : and

3.

4.

In the event that the Dispute cannot be rectified and a Release cann,1t not be completed in a timely manner and to the sole satisfaction of Michael then the Trust Declaration\\ ill be considered invalid and non-enforceable and the Beneficiary wilt not be entitled to any Shares and all documents in relation to Trust Declaration will be returned to Trustee.

D. TED this

da) of April. 2009.

Gosat Technologies Limited International Energy Investment Holding Limited

Nhh:-''1 \ilumelter

Slim C:hlboWin" Legal Representative

Per: Authorized Signatory


Darren Richard Stevenson

-r.-

--

Per: Authorized-SignatoryWayne Matthew Koshman

Per: AuthoriLed Stgnatory

81 3182

- 6002 .Voyageur Oil & Gas Corporation ("") 5.1 . "" . 5.1 ( ) "" . . ! Voyageur . .
1

. . .
www.facebook.com/OneMoreDayTunisia

- . ( Tigris Corporation Ltd )%811 Royal .Dutch Shell PLC 51 125 100 Voyageur Oil & Gas . . 51 500 . Tigris Corporation Ltd . Tigris6055 Voyageur Oil & Gas . ( Bighorn Petroleum )Encana Corporation ( Blacksands Petroleum Dene Nation ) . 5 Shell Global Solutions Royal Dutch
2

Shell Shell . 5 ( )Rosneft, Sibneft Surgutneftegaz (.)PetroChina, Sinopec Smartjet Powell River Air . Services . :
www.youtube.com/PositiveNewTunisia

:
onemoredaytunisia@gmail.com

: : 41 11:40 2142 slimchiboub@hotmail.fr : : :

. Mayodor Voyageur ( 4.1 .)Voyageur . ( ) 111.111 ( . ). . . Mayodor . . . : 4.1 Voyageur 221.111 .Mayodor

9002 1551 209 115 B4V .Ferchiou & Associs Meziou Knani 44 : 7 1297 (). 4.451.227 ( Voyageur Oil and Gas Corporation) () . 500.000 ( Voyageur Oil and Gas Corporation) . : .1 . .9 . .4 . .4 , . .5 . .2 . .

.7 . .9 . .2 .

04 9002

.9002


4 ( 9002) Geosat Technologies Limited ( International Energy Investment Limited) 400.000 1.500.000 Voyageur Oil & Gas Corporation ( )Voyageur () . : .1 () .9 Voyageur . .4 ( )1 ( )9 .4 .

9002 Geosat Technologies Limited International Energy Investment Limited

Exhibit 22- Facebook OneMore Day Tunisia

Page | 30

See Exhibit 23- Email Canadian Embassy Tunis-Re Slim Chiboub

Page | 31

Darren Stevenson <darrenrstevenson2010@gmail.com>

RE: Voyageur oil and gas-Slim Chiboub


Darren R Stevenson, Private <darrenrstevenson2010@gmail.com> To: Samir Abdelli <s.a@abdellyassocies.com> Samir: Please be informed of the email below: I would like to you to know begin the process immediately to seek damages from the mistreatment of Slim Chiboub. We need to ensure that there is the correct representation of my claim to the Tunisian Authorites. Regards Darren -----Original Message----From: Etienne.SumWah@international.gc.ca [mailto:Etienne.SumWah@international.gc.ca] Sent: Thursday, January 19, 2012 7:35 AM To: darrenrstevenson2010@gmail.com Cc: Lassaad.Bourguiba@international.gc.ca; Ariel.Delouya@international.gc.ca Subject: FW: Voyageur oil and gas-Slim Chiboub Dear Mr. Stevenson, I am the Senior Trade Commissioner at the Canadian Embassy in Tunis and responding to you on behalf of the Ambassador Delouya. I am sorry that your email of November 25th has not been answered, I was unaware of it. I will be available to meet with you when you will be in Tunisia by the end of the month. I would like to let you know that the Canadian government cannot be involved in legal matters among private corporations. However, we would provide you with advice that would complement those of your Tunisian legal counsel. As you might know, Mr. Slim Chiboub is among the most wanted persons in Tunisia and his whereabouts are unknown. As such, we suggest that you and your legal counsel get in touch with "Commission nationale d'investigation sur la corruption et les malversations" which has been mandated to investigate the actions undertaken by the leaders and associates of the former regime. Commission nationale d'investigation sur la corruption et les malversations Avenue Khrddine Pacha Tunis 1002 Tel: +216 71 844 938 Should you have questions, please let me know. I look forward to meeting with you. Best regards, Etienne Sum Wah Conseiller (Commerce) et vice consul | Counsellor (Commerce) and vice-consul Etienne.SumWah@international.gc.ca Thu, Jan 19, 2012 at 6:10 PM

Tlphone | Telephone (+216) 70 010 350 Tlcopieur | Facsimile (+216) 70 010 392 Ambassade du Canada | Embassy of Canada Lot 24, Rue de la Feuille d'rable, BP 48 1053, Les Berges du Lac Nord, Tunis, Tunisie

----- Original Message ----From: Darren R Stevenson, Private <darrenrstevenson2010@gmail.com> To: darrenrstevenson2010@gmail.com <darrenrstevenson2010@gmail.com>; Bourguiba, Lassaad -TUNIS -TD; Delouya, Ariel -TUNIS -HOM/CDM Sent: Wed Jan 18 15:45:08 2012 Subject: RE: Voyageur oil and gas-Slim Chiboub Dear Sir: I have not heard anything from you. To inform you, I am now proceeding with legal action in Tunisia and Canada. I will be in Tunis to meet with government officials and my Tunisian legal counsel on or about January30, 2012. I would welcome an opportunity as a Canadian businessman who has suffered greatly at the hands of Slim Chiboub to meet with you Regards Darren Stevenson Canadian Passport WF431676 Mobile: +1.778.7089042 -----Original Message----From: Darren R Stevenson, Private [mailto:darrenrstevenson2010@gmail.com] Sent: Friday, November 25, 2011 7:25 AM To: lassaad.bourguiba@international.gc.ca; Ariel.Delouya@international.gc.ca Cc: Darren R Stevenson Subject: Voyageur oil and gas-Slim Chiboub Dear Mr Bourguiba: I have left a voicemall for you but have not heard anything from you. I wish to discuss the criminal actions of Slim Chiboub and Ayoub Knani against me and my company including death threats and forcing of shares to be given to him. This is a very serious matter and I wish to speak immediately with yourself or the Ambassador. Regards, Darren Richard Stevenson, Founder and Past CEO Voyageur Oil and Gas Corporation, An Ontario Private Canadian Corporation +17788746644 Warm Regards, Darren R. Stevenson The Landing, Suite 200 - 375 Water Street, Vancouver, B.C., Canada, V6B 5C6 Mobile: +1.778.874.6644 Email: darrenrstevenson2010@gmail.com NOTICE OF CONFIDENTIALITY: This material is not intended for public consumption, distribution or reproduction. The information contained herein is intended only for the confidential use of the recipient. Please consider the environment before printing this e-mail.

Exhibit 24- Shareholder list

Page | 32

Exhibit 25- Anadarko BEKS Company Legal representativeM. Salaheddine Caid Essebsi

Page | 33

6/3/13

Annuaire conomique de la tunisie: ANADARKO Tunisia Beks Company, 160817

Accueil Socits Inscrire une socit Liste des socits Top Recherches Pages Vitrines

Contact

Vous tes le 67083m e visiteurs aujourdhui


0 aff. 0 consult.

ANADARKO Tunisia Beks Company TUNIS Creation : 2012 Adresse : 14 Avenue Alain Savary 1002 Tunis Ville : Pays : TUNIS TUNISIE 0 C. Postal : 1002 Tlephone : Tl2 : Fax : E-mail : Site web :

Dossier Comparateur cours des devises Liste dossiers Manifestation Inscrire manifestation Salons et Foires Congrs Seminaires Foires Top Affaires Annonces d'affaires Recherche Produit Tunisie annonce Offres d'emploi Radio Tunisie Actualits Publicit

1er responsable : Portable : Activit: Produits : Service commercial Service achat

M. Salaheddine Caid Essebsi Service Prospection et extraction de ptrole et de gaz. E-mail: E-mail:

Mettre jour | Liste


ANADARKO Tunisia Beks Company 0 Renvois 0 messages

Partenaires

Annonces achat immobilier Creation site web

produits

annu.annoncesexpress.com/annuaire-tunisie/f160817-anadarko-tunisia-beks-company/

1/1