Letter of Intent (“LOI”)
Letter of
Intent (“LOI”)
Between:
BCO
Hydrocarbon Ltd. (“BCO”)
0000 XX
00xx
Xxxxxx,
Xxxxx
Xxxx, XX 00000-0000
And
Xx.
Xxxxxx Xxxxxxx (“AK”)
000
Xxxxxxx Xxxxxx
Xxxxxxx,
XX, 00000
(hereinafter
collectively referred to as the “Parties”)
Whereas
the Parties are desirous of completing a transaction that will exchange certain
oil and gas property interests for shares (the “Share Exchange”), the Parties
have agreed to provide their best efforts to create and execute an agreement
that will materially reflect the following:
Definitions:
“Property
Interests” are oil and gas exploitation rights, in any and all forms which may
include but are not limited to, royalties and/or working interests, which are
attached to the properties as set out on Schedule A attached
hereto;
“Shares”
are restricted common voting shares of BCO;
“Share
Exchange” is the exchange of Shares for Property Interests contemplated by this
LOI;
“Definitive
Agreement” is the formal legal agreement contemplated by this LOI
Agreements:
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1.
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Share Exchange - AK will
transfer, to BCO, all of AK’s Property Interests as set out on Schedule A
attached hereto, in exchange for the appropriate number of Shares,
post-Share Exchange, to equal 80% of the then issued and outstanding
common voting shares of BCO. The Parties acknowledge and agree that the
Shares will be transferred from current shareholders, NOT from the BCO
treasury.
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2.
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Shareholder approval -
the Share Exchange will be subject to BCO shareholder approval, such
approval to be sought no later than December 15,
2009.
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3.
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Closing Date - the
Parties agree to use their best efforts to execute the Definitive
Agreement on or before November 15,
2009.
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4.
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Warranty - AK represents
and warrants that he has full right and authority to deal in an
unrestricted manner with the Property Interests set out in Schedule A
attached hereto;
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1
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5.
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Costs - each Party is
responsible for its own costs related to the preparation and execution of
the Definitive Agreement contemplated by this
LOI;
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6.
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Due-Diligence - Each
Party is responsible for its own due diligence, at its own
cost.
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7.
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Confidentiality - The
Parties acknowledge and agree that in the course of due diligence, the
Parties may have access to or acquire information which is strictly
confidential, not publicly known, has value from not being publicly known,
and is subject to efforts of the Parties to maintain its confidentiality.
The Parties agree that the Information shall be used or disclosed only as
necessary for the purpose of carrying out due diligence. The Parties agree
that during the course of due diligence and after to keep confidential and
refrain from using or disclosing, directly or indirectly, any of the
Information for any purpose.
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Signed
and agreed this 8thday
of November, 2009.
/s/ Xxxxxx X.
Xxxxxx /s/ Xxxxxx
Xxxxxxx
Per: Xx.
Xxxxxx X. Xxxxxx,
C.E.O. Xx.
Xxxxxx Xxxxxxx
2
Schedule
“A”
Dated
November
8, 2009
Between
BCO
Hydrocarbon Ltd. (“BCO”)
And
Xx.
Xxxxxx Xxxxxxx (“AK”)
Lands/leases/royalties
of Xx. Xxxxxx Xxxxxxx as described in the attached copies of the actual
underlying agreements.
1 The
leasehold with Chesapeake Appalachia LLC which covers 186 +/- acres of property
(copies to be provided);
2 Leasehold
to be entered into with BCO Hydrocarbon Ltd. which covers an additional 720+/-
acres of properties in the same town of Xxxxxxxxxx Manor, New
York.
3
