ASSIGNMENT AGREEMENT
EXHIBIT
10.6
THIS
AGREEMENT
is dated
as of December 9, 2005 by and between Mogul Energy Ltd., a corporation organized
and existing under the laws of the Province of British Columbia Canada
(“Mogul”)
and
TransPacific Petroleum Corp., a corporation organized and existing under the
laws of the Province of British Columbia, Canada (“TransPacific”).
WHEREAS,
Mogul
and TransPacific had entered into a binding agreement dated April 14, 2005
(the
“Binding
Agreement”),
a
copy of which is attached hereto as Exhibit
A,
for the
exploration, development and production of hydrocarbons in the area covered
by
the Lease (the “Contract
Area”)
and for
the acquisition of additional crown and free-hold lands in the proximity of
the
Contract Area; and
WHEREAS,
Mogul
and Avir Enterprises Ltd. (“Avir”)
entered into an Option dated April 16, 2005 (the “Option”),
a
copy of the Agreement is attached as Exhibit
B
hereto,
for Mogul to Acquire P&NG Rights of Aivr’s Saskatchewan P&NG Lease PN
46794 (the “Lease”),
, a
copy of the Lease is attached hereto as Exhibit
C;
WHEREAS,
by
Transfer Agreement dated June 2, 2005 (the “Transfer
Agreement”),
a
copy of which is attached hereto as Exhibit
D,
Avir
transferred to Transpacific as to 25% and Mogul as to 75%, 100% of its interest
in the Lease; and
WHEREAS,
Mogul
and Mogul Energy International, Inc., a corporation organized and existing
under
the laws of the state of Delaware, USA (“MEI”)
entered into a farm-out agreement dated November 8, 2005 (the “MEI
Farm-Out Agreement”),
a
copy of which is attached hereto as Exhibit
E;
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WHEREAS,
the
parties hereto deem it to be in their respective best interest to supplement
the
Binding Agreement so as to acknowledge the MEI Farm-in Agreement and to amend
the Binding Agreement to reflect MEI’s assigned interest in the Lease.
NOW,
THEREFORE,
the
parties hereto, in consideration of the mutual covenants set forth herein and
other and good consideration the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
1. Subject
to MEI’s acceptance of the terms of this Assignment and of the Binding Agreement
as amended and supplemented hereby, MEI shall be deemed a party to the Binding
Agreement as contemplated by Section 11 thereof, provided that:
2. MEI
agrees that, in return for its earning of a 50% interest in the project, MEI
will be responsible for the payment of one hundred (100%) percent of all
expenses, costs of drilling, testing and completion or abandonment of the
Fairlight 5-2-11-32 W1M exploratory well, all production facilities, field
offices, the acquisition of the crown and freehold lands and seismic in the
general area.
3. Consequently,
the parties hereto acknowledge that the interests of the Mogul, Transpacific
and
MEI in and to the Lease for all purposes contemplated by the Binding Agreement
shall become as follows:
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MEI:
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50%
working interest;
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Mogul:
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25%
carried working interest; and
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Transpacific:
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25%
carried working interest
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4. Upon
the
completion and equipping or abandonment of the Fairlight 5-2 11-32 W1M
exploratory well, the acquisition of the crown and freehold lands and seismic,
MEI, Transpacific and Mogul will each be responsible for any further investments
in accordance with their respective Participation Interests.
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5. Except
as
supplemented and amended hereby the provisions of the Transpacific Joint Venture
Agreement remain in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto caused this Agreement to be duly executed and accepted as of
the
dates set forth below.
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Mogul
Energy Ltd.
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Dated:
December 9, 2005
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By:
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/s/
Xxxxxx Xxxx
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Xxxxxx
Tyab, President
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TransPacific
Petroleum Corp.
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Dated:
December 9, 2005
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By:
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/s/
Xxxxxxx Xxxx
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Xx.
Xxxxxxx Xxxx, President
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Acceptance
by Mogul Energy International, Inc.
The
foregoing is agreed and accepted as of this 9th day of November,
2005.
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By:
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/s/
Naeem Xxxx
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Xxxxx
Tyab, President
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