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EXHIBIT 2.1
XXXXXXX OIL AND GAS, INC. LETTERHEAD
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement is entered into this 27th day of
February, 1997 ("Effective Date"), by and among:
Geopozos S.A., a company incorporated under the laws of Colombia, represented
by Xx. Xxxx Xxxxxxx Pedromo, who is acting with full capacity and legal
authority as its President, with principal offices at Xxxxxxx 00 Xx. 00-00 of
201 of Santafe de Bogota D.C., Colombia ("Geo") and
Xxxxxxx Oil and Gas, Inc., incorporated under the laws of the state of Texas,
U.S.A., represented by Xxxx X. Xxxxxxx, who is acting with full capacity and
legal authority as its President with principal office at 0000 Xxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 ("Buyer")
ROGI International Inc., S.A., incorporated under the laws of the Republic of
Panama, represented by Xxxxxx X. Xxxx who is acting with full capacity and
legal authority as its authorized Agent, with principal offices at Xxxxxxxxx
Xxxx Xx. 0, Xxxxxx, Xxxxxx.
WITNESSETH
WHEREAS, Geo currently holds 100% of the rights, interests and obligations
under the Chimichagua Association Contract.
WHEREAS, Buyer wishes to acquire from Geo, One hundred percent (100%) of
rights, interests and obligations in the Chimichagua Association Contract
subject to and upon the terms provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the parties agree as follows:
1. Subject to the provisions hereof and the considerations described in
Section 2 below:
1.1 Geo shall assign and transfer to Buyer or its assignee, One
hundred percent (100%) of all of its rights, interests and
obligations in the Chimichagua Association Contract, and in
the same percentages of its rights, interests and obligations
in the Movable Property and Real Property that belongs to Geo
in such above mentioned contract.
1.2 This assignment of interest in name to Xxxxxxx Oil and Gas,
Inc., or its assignee, is subject to the final approval of
Ecopetrol and the Ministry of Mines and Energy. The Parties
shall take all such steps as may be reasonable and necessary
to expedite such approvals, supplying for such entities, for
such purposes all such information and documents as required.
Should this approval be withheld, then a transfer of ownership
to
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another buyer associated company will be undertaken until
transfer is approved by Ecopetrol.
1.3 Buyer shall assume one hundred percent (100%) of all
obligations and responsibilities in regards to the Chimichagua
Association Contract.
1.4 Geo or its designated entity shall be the Operator for the
Chimichagua Association Contract (scheduled not to exceed 12
months using pre-approved AFE procedures) until such time
Xxxxxxx Oil and Gas, Inc. and/or its assignee has been
approved by Ecopetrol to assume operatorship.
1.5 A detailed Joint Operating Agreement and Accounting Procedure
will be executed between the Parties before March 14, 1997.
This procedure to allow for a Geopozos xxxx-up of 10% for
expenditures approved and agreed to in advance.
2. In consideration of the assignment of the mentioned One hundred
percent (100%) interest referred above, Buyer shall pay to Geo or its
designated entity the following sums and undertake the following
obligations:
2.1 The purchase price for the aforementioned assignment of
interest shall be paid and accomplished as follows:
X. Xxxxxxx Oil and Gas, Inc. agrees to raise funds
through a public stock market or private placement of
debt or equity to completely develop the proven and
probable reserves of the Chimichagua Association
contract.
X. Xxxxxxx Oil and Gas, Inc. will execute a promissory
note in favor of Geo in the amount of $600,000 to be
paid from the first funds received from the money
raising effort. Xxxxxxx Oil and Gas, Inc. shall be
due the like amount from recovered expenses if
Ecopetrol grants commercialization on the Arjona-1
well. The remainder of the recovery funds will be
paid to Geo.
C. Geo or its assignee will receive from ROGI
International Inc., S.A 2,000,000 shares of Xxxxxxx
Oil and Gas, Inc. common stock free of any pledges or
encumbrances as soon as they are issued by the
authorized transfer agent.
D. Geo will be invited to nominate an individual to
serve of the Board of Directors of Xxxxxxx Oil and
Gas, Inc.
D. Geo or its assignee will receive from Xxxxxxx Oil and
Gas, Inc. a 2% overriding royalty for all
hydrocarbons produced from the Chimichagua
Association Contract within fifteen (15) calendar
days from receipt of funds from purchaser of
hydrocarbons.
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2.2 Payment of all stamp taxes and Notary fees associated with the
execution of this Agreement shall be borne by the Parties.
3. Geo declares that the rights, interests and obligations of this
transfer have not been previously assigned either totally or partially
to either a natural person or a legal entity, nor has it been
mortgaged or encumbered in any form.
4. This Agreement is subject to the laws and jurisdiction of the State of
Texas, U.S.A., and it is executed under full confidential basis.
Buyer or Geo shall not disclose it without the written approval of the
other party, as well as any of the technical information and data
delivered by Geo to Buyer.
5. The validity of this Agreement is subject to the Board of Directors
approval of each of the parties that must take place before March 5,
1997. If any of the Boards deny such approval, this Agreement shall
be terminated and without any legal effect.
6. In the event that Xxxxxxx Oil and Gas, Inc. desires to transfer all or
part of its interest, rights and obligations in the Chimichagua
Association Contract, Xxxxxxx Oil and Gas, Inc. shall properly protect
all the rights granted by this Agreement to Geo, especially those
related to the Royalty payments rights mentioned in Section 2.1.E
above.
7. Xxxxxxx Oil and Gas, Inc. will have the right of first refusal to
participate or promote Geopozos' Las Quinches and Cucuana Association
Contract for a period of ninety (90) days after Geo notifies Buyer
they are ready to proceed on such project.
IN WITNESS of that the Parties hereto executed this Agreement on the date first
above written
Geopozos, X.X. Xxxxxxx Oil and Gas, Inc.
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Represented by: Represented by:
Xxxx Xxxxxxx Xxxxxxx Xxxx X. Xxxxxxx
President President, CEO
ROGI International Inc., s.A.
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Represented by:
Xxxxxx X. Xxxx
Agent
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