Wescorp Energy Inc WSCEE

Entry Material Agreement, Sale of Equity, Fin

[pioneer69]

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 15, 2005, Wescorp Energy Inc. ("Wescorp" or the "Corporation") entered into a Subscription Agreement with AHC Holdings Inc. (the "Purchaser") pursuant to which Wescorp agreed to sell and the Purchaser agreed to purchase 2,212,277 Units at a price of US$0.87 per Unit. Each Unit is comprised of One (1) common share of the Corporation (the "Common Share") and One (1) Common Share purchase warrant (the "Warrant") each of which may be exercised at any time up to December 31, 2006 as follows: (a) if exercised on or before December 31, 2005 the holder of each Warrant shall be entitled to purchase one (1) Common Share for each Warrant held for $US1.00 per Common Share; and (b) thereafter until December 31, 2006 the holder of each Warrant shall be entitled to purchase one (1) Common Share for each Unit held for US$2.00 per Common Share. The Purchaser is an "accredited investor" who is a non-US resident living outside the United States and who purchased the Units in reliance upon an exemption from registration under Regulation S of the Securities Act of 1933 as amended. The Purchaser has agreed to receive the 2,212,277 Units as repayment of a loan in the amount of $1,924,681.18 owing to the Purchaser by the Corporation. The Purchaser is controlled by Alfred H. Comeau, a director of the Corporation. This summary description of the financing described by the agreements does not purport to be complete and is qualified in its entirety by reference to the form of the agreements and other documents that are filed as exhibits hereto. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On March 15, 2005, Wescorp sold 2,212,277 Units to AHC Holdings Inc. See. "Item 1.01 Entry Into a Material Definitive Agreement" for details.