EXHIBIT 2.3
WYOMING OIL & MINERALS, INC.
LETTER AGREEMENT
May 24, 2002
Xxxxxxx X. Xxxxxx
Xxxxxxx X. XxXxx
Dear Xxxx and Xxxxxxx:
This binding Letter Agreement is to set forth the material terms of the
agreement by Wyoming Oil & Minerals, Inc. ("WYOG") to purchase from Xxxx all of
the issued and outstanding capital stock of Blue Star Acid Service, Inc. ("BSA")
and to grant certain consideration to Xxxxxxx for ongoing services. Those terms
are as follows:
1. WYOG shall purchase from Xxxx all of the issued and outstanding capital
stock of BSA as soon as possible (the date of purchase, the "Closing") and
shall enter into an agreement with Xxxxxxx for ongoing services for the
following consideration, having a total value of $670,000 ($570,000 to
Xxxxxxx X. Xxxxxx and $100,000 to Xxxxxxx XxXxx).
a. $100,000 payable in cash to Xxxx, receipt of which is hereby
acknowledged by Xxxx Xxxxxx;
b. the transfer by WYOG to Xxxx at Closing of 400,000 shares of
restricted common stock in Dover Petroleum Corp., which the parties
agree have a current value of $250,000; Xxxx shall be responsible for
obtaining the actual certificate from Dover, Dover not yet having
delivered the shares owned by WYOG to WYOG; but WYOG shall cooperate
as necessary to assist in effectuating such transfer; Xxxx and WYOG
hereby agree that neither shall have any claim against the other for
any increase or decrease in value of said shares post-Closing, and
that this agreement shall survive the Closing;
c. a promissory note payable to Xxxx in the total amount of $220,000,
with 7% interest; the principal amount of $95,000 shall be due 120
days after Closing, and the principal amount of $125,000 shall be due
one year after Closing; all accrued interest shall be due and payable
on each principal payment date; said note shall be delivered at
Closing;
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d. a promissory note payable to Xxxxxxx in the total amount of $50,000,
with 7% interest; the principal amount of $25,000 shall be due 120
days after Closing, and the principal amount of $25,000 shall be due
one year after Closing; all accrued interest shall be due and payable
on each principal payment date; said note shall be delivered at
Closing; Xxxxxxx hereby agrees with Xxxx that he has no claim against
Xxxx for any default under the note, and that this agreement shall
survive the Closing;
e. the issuance to Xxxxxxx of 25,000 shares of WYOG's $.01 par value
restricted common stock valued at $2.00 per share; Xxxxxxx hereby
agrees with Xxxx that he has no claim against Xxxx for any decrease in
value or other issue with respect to the preferred or common shares,
and that this agreement shall survive the Closing.
2. WYOG has reviewed Blue Star Acid Service Company's Audited financials dated
December 31, 2001 and agrees it presents a fair and accurate picture of the
company's financial position.
3. The Closing shall occur upon the signing of this agreement and execution of
the promissory notes by both parties. Such closing shall occur no later
than 6-01-02. For accounting purposes only, it is hereby agreed that the
Letter Agreement shall be effective 4-01-02.
This Letter Agreement is binding, sets forth all material terms of the
agreement and supersedes a previous Letter Agreement dated 3-28-02 by and
between the parties. Please sign and return it no later than 6-01-02.
Agreed and Accepted: Wyoming Oil &
Minerals, Inc.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxx, President
Date: 5/31/02
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/s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
Date: 5/24/02
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