Agreement
This Agreement was verbally entered into on the 19th day of May, 1997,
by and between Xxx Xxxxxx, Xxxx Xxxxxxxx, and Xxxx Saleimani,
(hereinafter collectively referred to as "Xxxxxx et al"), and
Australian-Canadian Oil Royalties Ltd., (hereinafter referred to as
"ACOR").
PREMISES
WHEREAS, Sakhai, et al hereby acknowledges receipt of two million four
hundred thousand (2,400,000) ACOR shares as payment for sixty percent
(60%) of the overriding royalties interests set out in Schedule "A",
(being 1,400,000 shares to Xxx Xxxxxx, 800,000 shares to Jhon Saleimani,
and 200,000 shares to Xxxx Xxxxxxxx), and XXXX acknowledges receipt of
sixty percent (60%) of the overriding royalty interests as set out in
Schedule "A".
WHEREAS, Xxxxxx offered for sale, for $C642,248.40 worth of restricted
letter stock in ACOR, sixty percent (60%) of the overriding royalties
listed on Schedule "A" attached hereto and made a part hereof for all
purposes, and ACOR agreed to purchase, for $C642,248.40, being 2,400,000
shares of ACOR stock, sixty percent (60%) of said overriding royalties.
The value for the transaction was $C642,248.40, being based on an
independent third party transaction covering the same properties listed
in Schedule "A", which occurred on June 30, 1998, (see Schedule "B").
This sixty percent (60%) represents 696,614 net royalty acres of
overriding royalties with a net royalty acre being defined as 1/8 of the
gross production or revenues from one acre of land free and clear of
drilling and exploration costs. The 13 concessions, or Authorities to
Prospect ("ATP") in Queensland, Australia are in the same general form
as set out in Schedule "C-1". The 13 assignments from the ATP Holders
to AGP, and International Oil Lease Service Corp., (hereinafter referred
to as "IOLS"), on the Queensland properties, are essentially in the form
shown in Schedule "C-2". The assignments from AGP and International Oil
Lease Service Corp., (hereinafter referred to as "IOLS"), are
essentially in the form shown in Schedule "C-2a". The assignments to
ACOR are essentially the same form as shown in Schedule "C-3", attached
hereto for all purposes. The assignments in the chain of title in South
Australia to the area in PEL's 5 & 6, called Patchawarra SW, are listed
in Schedule "D", attached hereto for all purposes. Furthermore, sixty
percent (60%) of accrued royalties on ATP 299 and ATP 267, as set out in
Schedule "E", and held in escrow, are part of the royalties transferred,
and have been paid to ACOR.
WHEREAS, Sakhai et al has offered for sale their proportionate part,
being sixty percent (60%), of the overriding royalty interests listed on
Schedule "A" attached hereto and made a part hereof for all purposes
which ACOR agreed to purchase, under the terms and conditions set forth
in the assignments.20
NOW THEREFORE, the following has been accomplished:
1. On June 20, 1997, Xxxxxx et al executed assignments before a
notary, covering sixty percent (60%) of the overriding royalties listed
on Schedule "A" in return for two million four hundred thousand shares
(2,400,000) of ACOR stock that was issued to Xxxxxx et al on April 28,
1997; and
2. ACOR will be responsible for stamp duty, if any is required, on
the assignments it receives from Xxxxxx et al as set out in this
Agreement. The amount of the stamp duty will depend on the value that
ACOR places on the overriding royalties for stamp duty; and
20
3. This agreement shall be executed by each party hereto on the
date shown in the respective notary blank for each signing party; and
4. All funds which were in escrow, being sixty percent (60%) of the
amounts set out in Schedule "E", and sixty percent (60%) of all
future revenues shall be the property of and be paid to ACOR;
5. This Agreement shall be governed and construed in accordance
with the laws of the State of Texas. If any portion of this Agreement
shall be held invalid, the remainder of this Agreement shall not be
affected thereby. In the event any enforcement of any portion of this
Agreement shall become necessary, the parties hereto agree that any such
action shall be taken in a federal or state court, located in the State
of Texas; and
6. The failure of a party to seek redress for violation, or to
insist on strict performance, of any term or condition of this Letter
Agreement shall not prevent a subsequent act or omission which would
have constituted a violation from having the effect of any original
violation; and
7. This Agreement may be executed in one (1) or more counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument; and
8. The foregoing represents the definitive agreement between the
parties hereto and supersedes any prior written or oral agreements.
9. This agreement shall inure to the benefit of and be binding on
the successors and assigns of ACOR and Xxxxxx et al.
SELLERS:
/s/ XXX XXXXXX
/s/ XXXX XXXXXXXXX
/s/ XXXX XXXXXXXX
BUYER:
AUSTRALIAN-CANADIAN OIL ROYALTIES LTD. ATTEST:
/s/ XXX SAKAHI, PRESIDENT /s/ XXXXXX XXXXX, SEC.
