Assignment of Working Interest
Exhibit 10
This Assignment of Working Interest ("Assignment"), dated as of the date set forth immediately above the signatures hereto, is by and between Xxxx Xxxxxxx ("Xxxxxxx"), whose address is x/x Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxx Xxxx, 0xx Xxxxx, Xxxxxxxx 3, 0000X Xxxxxxx Xxxxxxxx Xxxxxxx, Xxxx Xxx Road, P.O. Box 792 WB, Grand Cayman XXx-1303, Cayman Islands, and Xxxx Creek Gold Corp. ("SCGC"), whose address is 7582 Las Vegas Blvd. South, 000 Xxx Xxxxx, XX 00000, Xxxxxx Xxxxxx. Xxxxxxx and SCGC (as defined below) may each individually be referred to herein as a "Party" and collectively as the "Parties".
WHEREAS, Trio Petroleum LLC ("Trio") owns a non-operative working interest ("Trio Working Interest") in the DF#15 well in the Xxxxxxxx Field (“Well”), drilled pursuant to the oil and gas lease held by BreitBurn Energy Company, L.P. ("BreitBurn");
WHEREAS, On November 19, 2001, Petrocal Inc. obtained a 2.0% non-operative working interest in the Well (the "Working Interest");
WHEREAS, Petrocal Inc. assigned or distributed the Working Interest to its shareholder Xxxxxx Xxxxx;
WHEREAS, On April 28, 2011, Xxxxxx Xxxxx transfered the rights to the Working Interest to Xxxx Xxxxxxx;
WHEREAS, effective May 1, 2011, Trio formalized such transfer with an assignment of the Working Interest from Trio to Xxxxxxx; and
WHEREAS, Xxxxxxx desires to assign the Working Interest to SCGC for the consideration herein.
NOW THEREFORE, in consideration of the foregoing and payment as described herein herein and other good and valuable consideration, the Parties agree as follows:
I. Assignment and Effectiveness. Xxxxxxx hereby sells, transfers and assigns to SCGC, its successors or assigns, without warranty of title, express or implied, the entire Working Interest, effective as of June 1, 2013 ("Effective Time").
2. Assumption. For and in consideration of the assignment hereunder, SCGC hereby assumes, as of the Effective Time, all of Xxxxxxx’x rights, obligations, interests and liabilities under the Working Interest to the same extent as though it had originally been named as a party thereto.
3. Payment. Upon execution of this Assignment, SCGC shall issue to Xxxxxxx 2,500,000 shares of common stock of Xxxx Creek Gold Corp., payable as follows: 500,000 shares on July 30, 2013 and 2,000,000 shares on January 1, 2014.
4. Indemnity. Xxxxxxx agrees to defend, indemnify and hold harmless SCGC and its affiliates, officers, directors, shareholders, employees, partners, agents and representatives from and against all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, costs and expenses arising out of, resulting from or related in any way whatsoever to the obligations under the Working Interest which arose or accrued prior to and relate to the period prior to the Effective Time.
5. Further Assignment. This Assignment shall be binding upon, and inure to the benefit of the Parties and their respective successors and assigns.
6. Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California without giving effect to conflicts of law principles.
7. Counterparts. This Assignment may be executed in one or more counterparts, each of which is an original and all of which constitute the Assignment.
IN WITNESS WHEREOF, the undersigned have executed this Assignment of Working Interest on July 18, 2013, intending it to be effective as of the Effective Time.
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ASSIGNOR:
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/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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ASSIGNEE:
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Xxxx Creek Gold Corp.
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Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx, President
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