Exhibit 10.1
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference the 21st day of January, 2010
BETWEEN:
American Eagle Energy Inc., 00 Xxxxx 00xx Xxxxxx, Xxxxx 00X,
Xxxxxxxx, Xxxxxxx 00000
(the "Assignee")
AND:
Murrayfield Limited, Conference House, 152 Xxxxxxxx Street, The
Exchange Xxxxxxxxx XX0 0X0 Xxxxxx Xxxxxxx
("Murrayfield" or the "Assignor")
WHEREAS:
A. Miramar Petroleum Inc. and Murrayfield entered into an assignment of oil and
gas lease dated August 28, 2009, attached hereto as Exhibit "A" (the "Lease
Assignment Agreement") further to a Lease Purchase and Development Agreement
dated August 5, 2009 wherein Murrayfield had acquired from Miramar the "Assigned
Working Interest" as defined therein, in regards to a leasehold interest in
Willacy County, Texas, known as the "Sauz Ranch Prospect"; and B. Murrayfield
wishes to assign to the Assignee all of Murrayfield's right, title and interest
in and to the Lease Assignment Agreement and the Assigned Working Interest in
accordance with the terms of this Agreement (the "Assignment").
NOW THEREFORE, in consideration of the sum of US$137,500.000 now paid by the
Assignee to the Assignor (the receipt and sufficiency of which are hereby
acknowledged by the Assignors), the Assignors covenant and agree as follows:
THE ASSIGNMENT AND ACCEPTANCE
1. Murrayfield hereby unconditionally forever assigns and transfers to the
Assignee all of Murrayfield's right, title and interest in and to the Lease
Assignment Agreement and the Assigned Working Interest and all benefits and
advantages to be derived therefrom (the "Assignment").
2. The Assignor represents and warrants to the Assignee, with the knowledge that
the Assignee relies upon same in entering into this Agreement, that:
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(a) the Assignor owns the Assigned Working Interest and its rights under
the Lease Assignment Agreement free and clear of all liens, charges or
encumbrances;
(b) the Assignor has all requisite power and capacity, and has duly
obtained all requisite authorizations and performed all requisite
acts, to enter into and perform their obligations hereunder, they has
duly executed and delivered this Agreement and such constitutes a
legal, valid and binding obligation of it enforceable against it in
accordance with the Agreement's terms, and the entering into of this
Agreement and the performance of their obligations hereunder does not
and will not result in a breach of, default under or conflict with any
of the terms and provisions of any of its constituting documents, any
resolutions of their partners, any indenture, agreement or other
instrument to which they are a party or by which they are bound or
which the Assigned Working Interest may be subject to, or any statute,
order, judgment or other law or ruling of any competent authority;
(c) the Lease Assignment Agreement is in good standing as at the date
hereof and no default has occurred therein; and
(d) the Assignor has the legal capacity and competence to enter into and
execute this Agreement and to take all actions required pursuant
hereto and they are duly incorporated and validly subsisting under the
laws of its jurisdiction of incorporation and all necessary approvals
by their directors, shareholders and others have been obtained to
authorize execution and performance of this Agreement on behalf of the
Assignor.
3. The Assignor will at all times hereafter execute and deliver, at the request
of the Assignee, all such further documents, deeds and instruments, and will do
and perform all such acts as may be necessary or desirable to give full effect
to the intent and meaning of this Agreement. Without limiting the generality of
the foregoing, the Assignors will execute such financing statements, financing
change statements, notices or directions as may be necessary or advisable to
cause all pertinent offices of public record to amend their records to show the
interests of the Assignee in the Lease Assignment Agreement.
4. Each of the parties to this Agreement acknowledges that such party has read
this document and fully understands the terms of this Agreement, and
acknowledges that this Agreement has been executed voluntarily after either
receiving independent legal advice, or having been advised to obtain independent
legal advice and having elected not to do so
5. This Agreement will enure to the benefit of the Assignee and its successors
and assigns, and will be binding upon the Assignor and its successors and
assigns.
6. This Agreement will be governed by and construed in accordance with the laws
in force in the State of Nevada and the parties submit to the non-exclusive
jurisdiction of the courts of State of Nevada in any proceedings pertaining to
the Assignment or this Agreement.
7. This Agreement may be executed in any number of counterparts with the same
effect as if all parties hereto had all signed the same document. All
counterparts will be construed together and will constitute one and the same
agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
AMERICAN EAGLE ENERGY INC.
Per:
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Authorized Signatory
MURRAYFIELD LIMITED
Per:
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Authorized Signatory
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EXHIBIT A
LEASE PURCHASE AND DEVELOPMENT AGREEMENT
