Exhibit "10.0" MINERAL PROPERTY OPTION AGREEMENT THIS AGREEMENT dated for reference the 23rd day of September, 2002. BETWEEN: ANDREW MOLNAR (DBA Cadre Capital Inc.), having an office for -------------------------------------- business at Suite...Mineral Property Option Agreement • November 10th, 2003 • New Pacific Ventures Inc • Metal mining • British Columbia
GUARANTYGuaranty • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This GUARANTY (this “Guaranty”), dated as of October 5, 2007, is made by TATONK OIL AND GAS, INC., a Colorado corporation (“Guarantor”), in favor of the Purchasers named on Exhibit A to the Purchase Agreement (collectively, “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
Employment AgreementEmployment Agreement • January 18th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 12, 2006 and shall be effective as of December 12, 2006 (the “Effective Date”) by and between Tatonka Oil and Gas, Inc., a Colorado corporation, with an office located at 1515 Arapahoe Street, Tower 1, 10th Floor, Denver, Colorado 80202 (the “Company”) and Paul Stroud, an individual with an address located at P.O. Box 6565, Sheridan, WY 82801 (“Stroud”).
SECURITY AGREEMENTSecurity Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This Security Agreement (this “Agreement”) is executed as of October 5, 2007, by and among TATONKA OIL AND GAS COMPANY, INC., a Colorado corporation (the “Company”), TATONKA OIL AND GAS, INC., a Colorado corporation (the “Parent” and together with the Company, the “Debtors” and individually, a “Debtor”), and ENERGY CAPITAL SOLUTIONS, L.P., a Texas limited partnership, as collateral agent for the Secured Parties (the “Collateral Agent”).
AGREEMENT OF SHARE EXCHANGE AND PURCHASE AND SALE THIS AGREEMENT OF EXCHANGE AND PURCHASE AND SALE, dated this 8th day of August 2006, by and between: New Pacific Ventures, Inc., a Colorado Corporation (herein referenced to as "New Pacific" or...Agreement of Share Exchange and Purchase and Sale • September 15th, 2006 • New Pacific Ventures Inc • Metal mining • Colorado
WHEREAS, Purchaser has expressed an interest in the purchase and the acquisition all of the issued and outstanding Shares of Seller; and
SECURITIES PURCHASE AGREEMENT Dated as of October 5, 2007 amongSecurities Purchase Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 5, 2007, by and among TATONKA OIL AND GAS, INC., a Colorado corporation (the “Parent”), TATONKA OIL AND GAS COMPANY, INC., a Colorado corporation (the “Company”), and the entities listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), for the purchase by the Purchasers of the Company’s Senior Secured Notes Due 2008 (including any Additional Notes, the “Notes”), and warrants to purchase shares of the Parent’s Common Stock, par value $0.001 per share (the “Common Stock”).
TATONKA OIL AND GAS, INC. 1515 Arapahoe Street, Tower1, 10th Floor Denver, CO 80202 USATatonka Oil & Gas, Inc. • January 18th, 2007 • Metal mining
This letter shall serve as an amendment to the employment agreement (the “Agreement”) entered into between you and Tatanka Oil and Gas, Inc. (the “Company”) on December 12, 2006. The Agreement shall be amended to change your title and duties from Vice President - Engineering to Chief Operating Officer. All other terms and conditions of the Agreement shall remain in full force and effect.
Employment AgreementEmployment Agreement • July 10th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2007 and shall be effective as of June 4, 2007 (the “Effective Date”) by and between Tatonka Oil and Gas, Inc., a Colorado corporation, with an office located at 1515 Arapahoe Street, Tower 1, 10th Floor, Denver, Colorado 80202 (the “Company”) and Dirck Tromp, an individual with an address located at 12049 West 85th Drive, Arvada, Colorado 80005 (“Tromp”).
Employment AgreementEmployment Agreement • July 10th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3, 2007 and shall be effective as of July 9, 2007 (the “Effective Date”) by and between Tatonka Oil and Gas, Inc., a Colorado corporation, with an office located at 1515 Arapahoe Street, Tower 1, 10th Floor, Denver, Colorado 80202 (the “Company”) and Paul C. Slevin, an individual with an address located at 417 Oakwood Lane, Castle Rock, Colorado 80108 (“Slevin”).
ContractTatonka Oil & Gas, Inc. • October 11th, 2007 • Metal mining • Colorado
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
LENDING AGREEMENTLending Agreement • March 3rd, 2008 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This LENDING AGREEMENT (this “Agreement”), dated as of December 5, 2007, is entered into by and among the following parties: TATONKA OIL AND GAS, INC., a Colorado corporation (the “Parent”), TATONKA OIL AND GAS COMPANY, INC., a Colorado corporation (the “Company” a wholly-owned subsidiary of the Parent), and LMA Hughes LLLP (“LMA”). This Agreement is intended to provide for the Company’s borrowing funds from LMA (the “Lender”) from time to time, through the Lender’s purchase of the Company’s Junior Secured Notes (the “Notes”), and warrants to purchase shares of the Parent’s Common Stock, par value $0.001 per share (the “Common Stock”).
BINDING LETTER OF INTENT TO PURCHASE PROPERTIES January 28, 2007 Tatonka Oil & Gas, Inc. Tower 1, 1oth Floor Denver, CO 80202 Re: Seer Energy, LLCTatonka Oil & Gas, Inc. • February 14th, 2007 • Metal mining
This letter, upon execution, will evidence the agreement of Seer Energy, LLC (“Seer”) and Tatonka Oil & Gas, Inc. (“Tatonka”) relative to the sale and acquisition of all of Seer’s oil and gas interests in the SW Lance Creek and Lateral Pond Properties (“the Assets” or “the Properties”), more particularly described in “Exhibit A” and “Exhibit B” attached hereto. The Effective Date of the transfer of the Assets shall be January 1, 2007, at 7:00 a.m.. In connection with this agreement, the parties recognize the following facts:
July 11, 2007Tatonka Oil & Gas, Inc. • August 1st, 2007 • Metal mining • Colorado
By virtue of that certain letter agreement with American Oil and Gas, Inc. (“AOGI”), dated July 22, 2005, as amended by a letter agreement dated July 14, 2006 (as amended, the “AOGI Agreement”) attached hereto as Exhibit “A,” Tatonka Oil and Gas, Inc. (“Tatonka”) is the owner of interests in certain oil and gas leases described on Exhibit “B” attached hereto (collectively, the “Leases”) covering or affecting the lands described in Exhibit “B” (collectively, the “Lands”). Clarion Finance Pte Ltd. (the “Company”) wishes to acquire a portion of Tatonka’s interest in the Leases and Lands, and to participate with Tatonka and with AOGI and North Finn, LLC (“North Finn”) in the exploration and development of the Leases and Lands. This letter agreement (this “Agreement”), when executed by the Company, shall evidence the agreement between the parties by which the Company shall acquire from Tatonka the right to earn 50% of the interests owned by Tatonka in the Leases and Lands, subject to the te
Employment AgreementEmployment Agreement • January 18th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 5, 2006 and shall be effective as of December 19, 2006 (the “Effective Date”) by and between Tatonka Oil and Gas, Inc., a Colorado corporation, with an office located at 1515 Arapahoe Street, Tower 1, 10th Floor, Denver, Colorado 80202 (the “Company”) and Sothi Thillairajah, an individual with an address located at 317 W. 99th Street, New York, NY 10025 (“Thillairajah”).
