Exhibit 10.01
PARTICIPATION AGREEMENT
THIS AGREEMENT made and entered into the 18th day of January, 2005, by and
between PIONEER OIL AND GAS, a Utah corporation, whose address is 0000 X. Xxxxx
Xxxxxx Xxxxxxx, Xxxx X, Xxxxx Xxxxxx, Xxxx 00000-0000 (hereinafter referred to
as "Pioneer") and Avalon Gold Corporation whose address is Xxxxx 000, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X0X0 (hereinafter called
"Participant").
RECITALS
Pioneer represents without any warranty of title, except against the claims of
any person or persons whomsoever claiming or to claim the same, by, through or
under Pioneer, that it is an owner of interest in the oil and gas leasehold
interests described in Exhibit 1 attached to this Participation Agreement and by
this reference made a part hereof, which oil and gas leasehold interests will be
referred to as the "Contract Acreage".
Pioneer and Participant desire to enter into an agreement for the exploration
and development of the Contract Acreage.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
herein contained, the parties hereto agree as follows:
I. ACREAGE PURCHASE AND CLOSING
1.1 Upon execution of this Agreement, Participant shall pay Pioneer Seven
Hundred and Six Thousand Two Hundred and Seventy-Nine Dollars ($706,279.00) for
an undivided Eighty-Five Percent (85.0%) working interest and an undivided
Sixty-Eight Percent (68.0%) net revenue interest in the Contract Acreage
pursuant to the terms of this Agreement. The amount paid herein is based on a
sales price of the Contract Acreage to Participant of $63.00 per net acre.
1.2 Pioneer agrees to allow Participant to view Pioneer's 2-D seismic data
crossing the Contract Acreage for evaluating the Contract Acreage, as long as
Participant holds such data confidential and does not copy or divulge the data
to any other party without the express written consent of Pioneer. Any
additional seismic that the parties may mutually agree to acquire over the
Contract Acreage shall be paid entirely by Participant with the parties owning
the data in the same proportion as their working interest in the Contract
Acreage.
II. INITIAL TEST WELL
2.1 Upon payment by Participant of the amount stated in paragraph 1.1 and prior
to November 1, 2010, Participant agrees to drill one well on the Contract
Acreage. The first well shall be defined as the Initial Test Well. The Initial
Test Well on the Contract Acreage shall be drilled at a location on the Contract
Acreage as mutually agreed upon by the parties hereto. Participant shall serve
as the operator of the Contract Acreage and shall drill the Initial Test Well
with due diligence in a workmanlike manner to a depth sufficient to test the
base of the Xxxxx Formation (hereinafter called "Total Depth") unless the
parties hereto agree to complete or abandon the Initial Test Well at a lesser
depth. Failure by Participant to drill a well on the Contract Acreage by
November 1, 2010, in the manner provided above shall cause Participant to
forfeit all of its interest in the Contract Acreage to Pioneer.
III. SUBSTITUTE WELL
If, because of encountering impenetrable substances, heaving shale, excessive
salt, mechanical conditions, or other conditions which after a diligent effort,
the Operator is unable to overcome and which make further drilling
impracticable, the parties hereto may discontinue the drilling of any well
referred to herein under this Participation Agreement before the depth
requirement is satisfied or discontinue an attempted completion. The parties
shall have the right, but not the obligation, to drill a substitute well at a
location in the same quarter-quarter section in which said discontinued well was
located, provided the actual drilling of said substitute well is commenced not
later than thirty (30) days after the abandonment of the discontinued well.
Such substitute well shall be drilled in the manner and to the depth specified
for the discontinued well. If the substitute well is commenced, drilled, and
completed as herein provided, the Participant shall be deemed to have complied
with this Agreement as to the discontinued well to the same extent as if the
discontinued well had been commenced, drilled, and completed in accordance
herewith. Each reference herein to a well shall include a substitute well
therefor. The sharing of costs associated with the drilling and completion of
the substitute well shall be on the same basis as for the discontinued well.
IV INFORMATION AND REPORTS
In connection with the drilling of any well on the Contract Acreage, the
Operator shall furnish the non-operating party with the following upon request:
A. One copy of daily drilling and completion reports.
B. Give Pioneer at least Twenty-Four (24) hours notice of the time
Participant intends to commence drilling if requested by Pioneer.
C. One copy of the information as to the results of all evaluations.
D. One copy of all logs.
E. One copy of any completion reports, governmental reports and geological
reports.
Pioneer or its authorized representative shall at all times have complete and
free access, at its own risk, cost and expense, to the xxxxxxx floor of any well
drilled on the Contract Acreage and to any and all information obtained or
acquired in the course of, or as a result of, drilling a well on the Contract
Acreage.
V.COSTS OF DRILLING AND COMPLETING INITIAL TEST XXXXX
5.1 Participant shall pay One Hundred Percent (100%) of all costs of drilling
the first two xxxxx drilled on the Contract Acreage along with 100% of all costs
of logging or testing the xxxxx. If either of the first two test xxxxx is
deemed a dry hole, Participant shall pay One Hundred Percent (100%) of all costs
of plugging and abandoning such well(s) and restoration of the surface upon
which the well(s) reached its authorized depth and completion of all tests
deemed necessary by the Operator.
5.2 If Participant elects to complete either or both of the first two xxxxx
drilled on the Contract Acreage, Participant shall pay One Hundred Percent
(100%) of all completion costs through the tanks along with any costs associated
to hook up the well(s) to pipeline for the well(s) to be capable of producing
into a commercial pipeline for sale. If Participant does not wish to
participate in an attempted completion of a well, Participant shall so notify
Pioneer within Twenty-Four (24) hours (excluding Saturday, Sunday and legal
holidays) after reaching Casing Point and all electric logs have been received,
at which time the provisions of Article VI of the Operating Agreement shall
govern such completion attempt.
5.3 After the first two xxxxx are drilled and if productive are hooked-up to a
pipeline and capable of producing oil and gas in commercial quantities,
Participant shall pay 85% of all costs of operating the first two xxxxx and
Pioneer shall pay 15% of the operation costs of such xxxxx as reflected in their
working interest ownership in such xxxxx.
5.4 Subsequent xxxxx drilled after the first two xxxxx on the Contract Acreage
shall require Pioneer to either farmout its interest on a well by well basis
under Article VI herein or participate or not participate for its interest in
the well pursuant to the provisions contained in the Operating Agreement.
VI. FARMOUT OR PARTICIPATION OF PIONEER IN SUBSEQUENT XXXXX
6.1 On any well after the first two xxxxx drilled on the Contract Acreage by
Participant that Pioneer chooses not to participate and elects instead to
farmout its interest, Pioneer's interest for the subsequent well shall be farmed
out under the provisions of this Article VI of the Participation Agreement.
Participant shall also be required to commence drilling the well in which
Pioneer has farmed out its interest within the time frame set forth in Article
VI of the Operating Agreement for the provisions herein contained to apply.
6.2 Pioneer shall farmout to Participant its working interest in any well after
the first two xxxxx on the Contract Acreage ("Farmout Well"), that it chooses
not to participate in the costs of drilling and completion of such well, on a
60/40 basis. Prior to payout, Participant for paying 100% of the drilling and
completion costs attributable to Pioneer's working interest, shall be entitled
to Pioneer's 15% working interest and twelve percent (12.0%) net revenue
interest in and to the production attributable to the Farmout Well. Pioneer's
retained overriding royalty interest shall not be affected by the farmout.
After payout, Participant shall be entitled to receive sixty percent (60%) of
Pioneer's working interest and sixty percent of Pioneer's net revenue interest
in the well wherein Pioneer farmed out its interest in the drillsite location of
such well. Pioneer shall own, after payout of any well that it has farmed out
its interest in the drillsite location, a 6.0% working interest, and a 4.8% net
revenue interest in the production attributable to such well. After payout,
Pioneer shall assign to Participant a 9.0% working interest and a 7.2% net
revenue interest in the drillsite location of the well that has achieved payout
in which Pioneer and Participant have owned 100% of the working interest in the
drillsite location. No assignment will be made or earned by Participant on
xxxxx that fail to reach payout.
6.3 Payout shall be defined in this Agreement as the point in time when the
market value of the cumulative production sold from the applicable well, after
severance and ad valorem taxes are deducted and lease burdens shall equal one
hundred percent of the drilling, completing and operating costs attributable to
such well.
6.4 If Participant, at any depth, elects to abandon any well drilled under this
Article VI, it shall notify Pioneer of its intention to so abandon and Pioneer
shall have the option to take over the operation of such well, but in order to
exercise said option, Pioneer must notify Participant of its intention to do so
within 24 hours (Saturday, Sunday and legal holidays excluded) after (i) the
receipt of notice from Participant of its intention to abandon or (ii) the
receipt of a field print of all electric or sonic logs run, whichever is later.
In such event, Pioneer may also take over any salvageable material and equipment
at the wellsite and in the well and reimburse Participant for the reasonable
value of the salvageable material or equipment taken over as determined in
accordance with Exhibit "C" to the Operating Agreement, less the estimated costs
of salvaging and thereafter all such material and equipment in and on such
wellsite shall be owned by Pioneer and all of Participant's rights and interest
hereunder in said well shall be owned and assigned to Pioneer. Thereafter, all
operations conducted on such well shall be at Pioneer's sole cost and risk,
including the cost of plugging and abandoning the well and shall be outside of
the Operating Agreement attached hereto. If Pioneer does not exercise such
option, Participant shall promptly plug and abandon said well in accordance with
the Operating Agreement.
6.5 In the drilling of any well wherein Pioneer farms out its interest to
Participant under this Agreement, Participant shall be acting independently and
not as Pioneer's agent, employee, and partner nor as a member of an association
with Pioneer. All drilling and completion operations performed by Participant
shall be drilled without cost or expense to Pioneer, and Pioneer shall have no
responsibility or liability in connection with any of such operations.
Participant agrees to indemnify Pioneer against and hold it harmless from any
and all claims, demands, liabilities and liens of every character arising in
connection with the drilling and completion of all xxxxx on acreage wherein
Pioneer has farmed out its interest to Participant.
VII. ASSIGNMENT UNDER AGREEMENT
Upon Participant paying its share of the Contract Acreage at Closing, Pioneer
shall assign to Participant without warranting title of the lessor under the
leases, an assignment of an Eighty-Five Percent (85.0%) working interest and a
Sixty-Eight Percent (68.0%) net revenue interest in and to the Contract Acreage.
Such assignment along with any other assignments made pursuant to this Agreement
shall be subject to all the terms and conditions of this Agreement specifically
those enumerated in Article VI herein, and any other agreements relating to the
Contract Acreage and existing as of the date of this Agreement.
In the event, Participant fails to drill the Initial Test Well on the Contract
Acreage sufficient to test base of the Xxxxx Formation on or before November 1,
2010, Participant shall reassign the interest conveyed herein to Participant on
Closing under Article I in the Contract Acreage back to Pioneer.
VIII. OPERATING AGREEMENT
It is understood and agreed that Participant shall be Operator of the Contract
Acreage. All joint operations on the Contract Acreage shall be conducted in
accordance with that mutually negotiated Model Form Operating Agreement which
shall become effective as between the parties hereto when the agreement is
executed by the parties herein. In the event of a conflict between the terms
and conditions of the Model Form Operating Agreement and this Agreement, the
terms and conditions of this Agreement shall prevail.
IX. AREA OF MUTUAL INTEREST
The rights and obligations created under this paragraph shall commence on the
date of this agreement and extend until November 1, 2010, at which time the
terms of this Area of Mutual Interest ("AMI") shall terminate. In the event
either party acquires an oil and gas leasehold interest after the date of this
Agreement ("Acquired Interest" as defined herein), covering any acreage within
the legal description of the Contract Acreage set forth in Exhibit 1 and
including lands located in Wasatch County, Utah within the following legal
description:
Wasatch County, Utah in the Uintah Special Meridian
Township 5 South, Range 10 West,
Sections: 1-36
the acquiring party (hereinafter referred to as "Proposing Party") shall
promptly notify the non-acquiring party (hereinafter referred to as "Non-
Proposing Party") of such Acquired Interest and shall attach a copy of the
instrument evidencing the same, together with all title materials in its
possession and an itemized statement of the acquisition costs attributable to
each such Acquired Interest. Such acquisition costs shall exclude any overhead,
financing or other internal costs incurred by the Proposing Party. The Non-
Proposing Party shall have the option to acquire its proportionate share as set
forth in Article I for Participant 85% and 15% of any interest offered for
Pioneer, of the Acquired Interest by notifying the Proposing Party of its
election in writing within fifteen (15) days (seventy-two (72) hours exclusive
of Saturdays, Sundays, and legal banking holidays in the event an oil and gas
rig is drilling or standing by accumulating charges anywhere within the proposed
area in which the Acquired Interest is located) after receipt of such offer.
Failure of a Non-Proposing Party to so notify the Proposing Party in the
specified time period shall be deemed an election not to participate. Should
the Non-Proposing Party elect to acquire its proportionate share of the Acquired
Interest, such party shall within thirty (30) days of its election, pay to the
Proposing Party its share of the acquisition costs or assume its proportionate
share of any contractual commitment necessary to earn such Acquired Interest.
Upon such payment, the Proposing Party shall promptly execute and deliver to the
Non-Proposing Party an assignment, in customary form and containing a "By,
Through and Under" Warranty as to title of the leasehold interest assigned. If
the Proposing Party does not receive timely payment from the parties who elect
to so participate, the Proposing Party may give such non-paying parties
certified written notice that failure to receive such payment in five (5) days
shall be deemed an election by such non-paying party to not participate in the
acquisition of such interest.
9.2 It is understood that any such Acquired Interest offered to Participant by
Pioneer or Participant to Pioneer shall be subject to all the terms and
conditions of this Agreement and such interest shall be subject to the 15%
carried working interest of Pioneer for the first two xxxxx drilled on the
Contract Acreage. Any Acquired Interest shall be deemed as Contract Acreage
under the terms of this Agreement. In addition, Pioneer shall be assigned an
overriding royalty interest of five percent (5.0%) of eight-eighths on any
Acquired Interest. Therefore, any interest acquired by Participant or offered
to Participant pursuant to this Article IX shall be burdened by the 5.0%
overriding royalty interest in favor of Pioneer.
9.3 If the Non-Proposing Party elects not to participate in such acquisition,
the lands so acquired shall be deemed to be excluded from this agreement and all
rights thereto shall be deemed to be owned exclusively by the Proposing Party
and any party herein who elects to acquire its share of such interest, and other
than the change of ownership, all other provisions of this agreement shall
apply.
9.4 It is understood and agreed that the terms and provisions of this Agreement
and specifically this Article IX do not apply to the acquisition by either party
of developed or undeveloped properties acquired as a result of a merger,
reorganization, consolidation, or acquisition of all or substantially all of
another companies assets.
X. DELAY RENTALS
If any delay rental, shut-in royalty or minimum royalty payment should become
due and payable under the terms of the oil and gas lease(s) described in Exhibit
"A" of the Operating Agreement, Participant shall make a bona fide effort to pay
such payment on or before the due date, billing Pioneer 15.0% of said payment.
Participant shall not be held liable for failure of Participant to make timely
payment for any reason whatsoever. Pioneer shall be furnished a statement
showing proof of payment of any delay rentals hereunder.
XI. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and no
waiver, representation, modification or agreement, oral or otherwise, shall
affect the subject matter hereof unless and until such waiver, representation or
agreement is reduced in writing and executed by an authorized representative of
the parties.
XII.ASSIGNMENT OF AGREEMENT
This Agreement, and the rights and obligations created hereunder, may be freely
assigned by Participant in whole or in part subject to the written consent of
Pioneer which consent shall not be unreasonably withheld.
XIII.DELATIONSHIP OF THE PARTIES
Except as otherwise provided, the liabilities of the Parties hereto shall be
several and not joint or collective, and both Parties shall be responsible only
for its share of the costs and liabilities incurred as provided hereunder. It
is not the purpose or intention of this Agreement to create any partnership,
mining partnership, or association, and neither this Agreement nor the
operations hereunder shall be construed or considered as creating any such
relationship.
XIV. TERM
Subject to the other provisions of this Agreement, the same shall remain in
force for the life of the oil and gas leases covering the jointly owned leased
premises and any extensions or renewals thereof and new leases covering any part
of Contract Acreage within six months of expiration of the lease, whether by
production or otherwise.
XV. NOTICES
All notices that are required or authorized to be given hereunder, except as
otherwise specifically provided herein, shall be given in writing by the United
States mail or by facsimile, postage or charges prepaid, and addressed to the
party to whom such notice is given as follows:
PIONEER OIL AND GAS
0000 X. Xxxxx Xxxxxx Xxxxxxx
Xxxx X
Xxxxx Xxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PARTICIPANT:
Avalon Gold Corporation
Xxxxx 000
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X0X0
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Each party to this agreement may change its address or telephone number for any
and all purposes by notifying the other party of such change in writing. The
return receipt of the United States Postal Service (if notification is made by
letter) or any facsimile shall be proof of the date and time of the receipt of
notice as provided for herein.
XVI. TIME FOR EXECUTION
It is understood that time shall be of the essence to this Agreement and that no
provision hereof shall be modified or waived except in writing.
The terms, covenants and conditions of this Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
successors and assigns; and said terms, covenants and conditions shall be
covenants running with the land covered hereby and the leasehold estate therein
and with each transfer or assignment of said land or leasehold estate.
XVII. GENERAL
A. This Agreement shall be construed under the laws of the State of Utah.
Further, the parties to this Agreement hereby submit and consent to the
exclusive jurisdiction of the Supreme Court of the State of Utah, and of the
Federal District Court for the District of Utah, in any action brought to
enforce (or otherwise relating to or arising out of) this Agreement. In
addition, the parties to this Agreement agree that the venue shall be proper in
each of these courts
B. No waiver shall be deemed to have been made by any party hereto of any rights
hereunder unless such waiver is in writing and signed by the party making the
waiver, and then such waiver shall be effective only with respect to the
specific instance involved and shall in no way impair or offset any rights of
such party in any other respect or at any other time.
C. The clause headings appearing in this Agreement have been inserted for the
purpose of convenience and ready reference. They do not purport to, and shall
not be deemed to define, limit, or extend the scope or intent of the clauses to
which they appertain.
D. If any provision of this Agreement shall be found void, voidable, or
unenforceable, nevertheless, the remaining provisions shall remain in force.
E. This Agreement constitutes the entire understanding and contract among the
parties hereto and supersedes any and all prior or contemporaneous oral or
written representations or communications with respect to the subject matter
hereof, all of which communications are merged herein.
EXECUTED as of the day and year first above written.
ATTEST: PIONEER OIL AND GAS
/s/: Xxxx Xxxxxx By: /s/: Xxx Xxxxxx
_______________ ________________________
Title: President
ATTEST: PARTICIPANT: AVALON GOLD CORPORATION
/s/: Xxxxxx Xxxxxxx By: /s/: Xxxxxxx Xxxxxxx
_________________ ___________________________
Title: President
EXHIBIT 1
CONTRACT ACREAGE DESCRIPTION
WASATCH COUNTY, UTAH
Gross/Net
Acreage Lessors/Lease
Acreage Description Amount Expiration Date
-------------------------------------------------------------------------------
1.Township 5 South , Range 10 West, USM 7,526.20 UTU79756
Section 1: All 11/01/2011
Section 2: All
Section 3: All
Section 4: All
Section 9: All
Section 10: All
Section 11: All
Section 14: All
Section 15: All
Section 16: All (Lots 1,2,E/2,N/2NW/4,SE/4NW/4)
Section 21: All (Lots 1,2,E/2,N/2NW/4,SE/4NW/4)
Section 22: All
Section 23: All
2. Township 5 South, Range 10 West, USM 259.63 UTU80169
Section 19: All 7/01/2012
Section 30: All
3. Township 5 South, Range 10 West, USM 5,403.33 UTU80171
Section 5: All 7/01/2012
Section 6: All
Section 7: All
Section 8: All
Section 12: All
Section 13: All
Section 17: All
Section 18: All
Section 24: All
Total Acreage 13,189.16/13,189.16
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