Exhibit 10.1
[XXXXXX ENERGY GROUP, INC LETTERHEAD]
X. Xxxxx Xxxxx, President September 13, 2002
Freedom Oil & Gas, Inc.
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Revised Letter of Agreement - Xxxxx Prospect
Dear Xxxxx:
The purpose of this letter ("Letter") is to restate and confirm the
amended agreements recently reached between Freedom Oil & Gas, Inc., a Nevada
Corporation ("Freedom"), and Xxxxxx Energy Group, Inc., also a Nevada
corporation ("HEG"), with respect to the acquisition by Freedom of certain
interests in the Xxxxx Prospect as originally set forth in our Letter of
Agreement dated August 12, 2002 ("August Letter"). (Capitalized terms used but
not otherwise defined shall have the meanings assigned in the August Letter.)
1. Initial Proposal
(a) Houseco Petroleum Co., Inc. and X. X. Xxxxxx. As you are aware,
during HEG's original negotiations with Houseco Petroleum Co., Inc., and X. X.
Xxxxxx ("Grantors"), Grantors proposed retaining a 50% working interest in the
initial well to be drilled on the Xxxxx Prospect. Under this original proposal
HEG would pay 100% of the drilling and completion costs in exchange for a 50%
working interest in the well and a 75% working interest in the remainder of the
Xxxxx Prospect. HEG offered half of its working interests under this proposal to
Freedom in exchange for Freedom's agreement to direct The Majestic Companies LTD
to issue 80,000 shares of its preferred stock (convertible into 400,000 shares
of common stock) directly to Grantors, with Freedom's pledge to ensure the
valuable consideration equal to a price of $.50 per common share, or a total
value of $200,000, following a planned registration of such shares. If
Majestic's stock does not maintain the required value post registration, Freedom
will, at its option, either give the Grantors sufficient Majestic stock to make
up for the shortfall in consideration received or make up for the shortfall in
cash. This proposal would have allowed Freedom to acquire a "carried" 25%
working interest in the initial well, with the total AFE costs of $175,000 to be
paid by HEG, and to also acquire a 37.5% "heads up" working interest in the
remainder of the Xxxxx Prospect.
(b) Third Party Financing. Concurrently with these original
negotiations, XXX discussed an arrangement with Xxxx Xxxxx xxxxxxx Xxxxx would
arrange third party financing for $100,000 of the costs of the initial well
otherwise payable by HEG. In addition, Xxxxx would acquire and assign to HEG an
outstanding overriding royalty interest held by Three Point Investment, Inc.,
that would allow HEG to increase the NRI on Freedom's acquired interests from
78.25% to 80% of 8/8ths. As consideration for these increased interests, Freedom
would instruct Majestic to issue an additional 20,000 shares of its preferred
stock (convertible into 100,000 shares of common stock) directly to Xxxxx.
HEG also engaged in protracted negotiations with other third parties to
provide all remaining cash consideration payable by HEG through the estimated
costs of the initial test well and up to six xxxxx to be recompleted in
shallower formations ("Xxxxxx Xxxxx"), together with the remaining $200,000 of
cash consideration required by Grantors, in addition to the Majestic stock, as
lease acquisition costs. Had this additional financing been obtained, Freedom's
37.5% working interest in the Xxxxxx Xxxxx, would also have been "carried."
3. Proportionate Reductions in August 12 Letter Agreements. When it
became apparent that the original $100,000 in third party financing to be
arranged by Xxxxx for the costs of the initial well would not be available on a
timely basis, Grantors decided to retain an additional 25% working interest in
the initial well (for a total retained working interest of 75%), reducing HEG to
a 25% working interest. In exchange, Grantors reduced HEG's cash payment
requirements by $125,000 -- $100,000 of which was deducted from the AFE costs
for the initial well and $25,000 of which was deducted from the cash purchase
price for the remaining interests. This is the understanding set forth in the
August 12, 2002 Letter Agreement between HEG and Grantors ("Letter Agreement").
Accordingly, the August Letter assigning 50% of HEG's working interests
to Freedom reflects a similar proportionate reduction in Freedom's working
interest in the initial well to a 12.5% carried working interest., with all
working interest owners (including Freedom for its 37.5% working interest)
participating on a "heads up" basis for all subsequent operations on the
remainder of the Xxxxx Prospect. Concurrently, Freedom suspended it's obligation
to issue 20,000 shares of preferred Majestic stock to Xxxxx (convertible into
100,000 common shares) pending completion of his obligations under the Xxxxx
Letter.
4. Failure of Additional Third Party Financing. As the August 30, 2002
date for HEG's initial payment of $50,000 to Grantors for the costs of the
initial well drew closer, HEG's extended negotiations with various third parties
to assume the remainder of its cash payment obligations collapsed. Because of
prior commitments made by Grantors to commence drilling operations for the
initial well by September 3, HEG was only able to obtain an extension of its
initial $50,000 payment until September 5, 2002. As of the date of this Letter,
Grantors have commenced and are proceeding with drilling operations for the
initial well.
5. Purchase of HEG's 12.5% Working Interest in Initial Well. In order
to avoid losing both HEG's working interest and Xxxxxxx's derivative working
interest, not only in the initial well but in the entire Xxxxx Prospect as a
result of HEG's inability to obtain timely third party financing, on August 30,
2002, Freedom verbally agreed to purchase HEG's 12.5% working interest in the
initial well for $75,000 to be paid directly to Grantors. With the consent of
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Grantors, Freedom paid the initial $50,000 of this amount to Grantors drilling
escrow account by wire transfer on September 5, 2002, and has agreed to pay the
remaining $25,000 not later than September 12, 2002. Freedom also instructed
Majestic to issue a stock certificate dated August 30, 2002 to Houseco Petroleum
Co., Inc., for 80,000 shares of Majestic preferred stock (convertible into
400,000 shares of common stock) and has caused this certificate to be delivered
by overnight courier to Grantors.
6. Exercise of Option to Purchase HEG's Remaining 37.5% Working
Interest. As part of its August 30 verbal agreement to sell its 12.5% working
interest in the initial well to Freedom, HEG also granted Freedom the option to
purchase HEG's 37.5% working interest in the remainder of the Xxxxx Prospect in
exchange for Freedom's assumption of all of HEG's remaining payment obligations
to Grantors under Paragraphs 7(a) and 7(b) of the Letter Agreement. Freedom
understands and agrees that because of the failure of the additional third party
financing, Xxxxxxx's original 37.5% working interest in the remainder of the
Xxxxx Prospect will no longer be "carried" through the recompletion of the
Xxxxxx Xxxxx. Instead, all subsequent operations on the Xxxxx Prospect will be
paid 75% by Freedom and 25% by Grantors on a "heads up" basis in accordance with
their respective working interests (currently based on a 78.25% NRI pending
HEG's acquisition, through Xxxxx or otherwise, of the outstanding overriding
royalty interest of Three Point Investment, Inc., which would increase the NRI
attributable to Freedom's interests to 80% of 8/8ths).
You have now advised HEG that Freedom has elected to exercise its
option as described above by assuming all of HEG's remaining cash payment and
other obligations to Grantors under the Letter Agreement. Please confirm this
election and our amended mutual understandings and agreements under the August
Letter, by signing and dating a copy of this Letter and faxing a copy back to me
at your earliest convenience.
Very truly yours,
AGREED TO AND ACCEPTED: XXXXXX ENERGY GROUP, INC.
This 13th day of September, 2002
FREEDOM OIL & GAS, INC. By: /S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President
By: /S/ X. XXXXX XXXXX
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X. Xxxxx Xxxxx, President
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