THIRD AMENDMENT TO LETTER OF INTENT
THIRD
AMENDMENT TO LETTER OF INTENT
THIS
AMENDMENT is
dated
and effective this 31st
day of
May, 2008.
BETWEEN:
AMERIWEST
ENERGY CORP., a
Nevada
Corporation, having an address of 000 Xxxx 0xx
Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxx, XXX, 00000 hereinafter referred to as
"Ameriwest")
AND:
MUDDY
MINERAL EXPLORATION, LLC, a
Wyoming
limited liability company having an address at XX Xxx 000, Xxxxxx, Xxxxxxx,
XXX,
00000 hereinafter referred to as "Muddy")
WHEREAS
Pin
Petroleum Partners Inc. ("Pin") and Muddy entered into a Letter of Intent dated
July 18, 2007 and a First Amendment to the Letter of Intent dated October 1,
2007 (collectively referred to herein as the “LOI”) wherein PIN was to acquire
and Muddy was to sell to Pin its working interest and net royalty interest
in
and to the South Glenrock field in Converse County, Wyoming (the "Interest"
or
the "Assets"), in exchange for the payment to Muddy a total purchase price
of
US$5,000,000;
AND
WHEREAS, the
interests, rights and obligations of PIN in and to the LOI have been assigned
to
Ameriwest pursuant to a Second Amendment to Letter of Intent dated March 19,
2008;
AND
WHEREAS the
parties now wish to further amend the terms of the LOI to reflect the current
terms of purchase.
NOW
THEREFORE, in
consideration of the premises, promises and covenants contained herein, the
parties hereto agree as follows:
| 1. |
Extension
of Dates
|
|
(a)
|
The
parties hereto agree to extend the date by which the parties are
to enter
into a definitive agreement from May 1, 2008 to August 1,
2008.
|
|
(b)
|
Closing
shall occur on or before September 1,
2008.
|
| 2. |
Payments
to Muddy
|
|
(a)
|
As
part of the total purchase price, the amount of US$1,750,000 has
been
previously paid and disbursed to Muddy, and said amount is deemed
earned
and is non-refundable, but will be credited against the purchase
price at
Closing.
|
|
(b)
|
The
parties hereto agree that the payment to Muddy of the remaining purchase
price in the amount of US$3,250,000 (hereinafter "Remaining Payment")
shall occur on or before September 1,
2008.
|
|
(c)
|
In
consideration of the extension of the dates as stated herein, upon
execution of this Amendment by Muddy, Ameriwest will pay
Muddy:
|
|
(i)
|
the
sum of US$194,575.34, which shall be earned by Muddy as of the effective
date of this Amendment, non-refundable and not credited against the
purchase price; and
|
|
(ii)
|
the
sum of US$105,424.66, which represents accrued interest on the Remaining
Payment from January 4, 2008 through May 31, 2008, which shall he
earned
by Muddy as of the effective date of this Amendment, non-refundable
and
not credited against the purchase
price.
|
| 3. |
Time
of the Essence
|
Time
shall he of the essence with respect to all time periods and notice periods
set
forth in the LOI and this Amendment.
| 4. |
Counterpart
Execution
|
This
Amendment may he executed in any number of counterparts, and each counterpart
hereof shall be effective as to each party that executes the same whether or
not
all of such parties execute the same counterpart. If counterparts of this
Amendment are executed, the signature pages from various counterparts may be
combined into one composite instrument for all purposes. All counterparts
together shall constitute only one Amendment, but each counterpart shall be
considered an original.
| 5. |
Entire
Agreement
|
The
LOI
and this Amendment constitute the entire agreement between the Parties
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties pertaining to the subject matter hereof. No supplement, amendment,
alteration, modification or waiver of the LOI or this Amendment shall be binding
unless executed in writing by the Parties.
IN
WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the day and year first above
written.
|
|
|
|
Per:
Authorized Signatory
|
|
|
MUDDY
MINERAL EXPLORATION LLC
|
|
|
|
|
|
Per:
Authorized Signatory
|
|
