Minutes of Settlement
Exhibit
10.1
Between: Deep
Well
Oil & Gas, Inc. and
Northern
Alberta Oil Ltd.
Deep
Well
Oil & Gas (Alberta) Ltd., ("the Farmor")
and
1350826
Alberta Ltd. (the Farmee")
and
Andora
Energy Corporation ("Andora")
Whereas
the parties are the successors in interest to a Farmout Agreement dated
February 25, 2005, as amended, attached hereto as
Schedule "A";
And
whereas Andora is the beneficial owner of 3 percentage points of the Gross
Overriding Royalty created under a royalty agreement dated December 12, 2003
originally between Mikwec Energy Canada Ltd. and Nearshore Petroleum Corporation
(the “Nearshore XXX”)
And
whereas a dispute has arisen with respect to the performance of the Farmee's
obligations under clause 4 of the Farmout Agreement and the selection of
earned sections under clause 4;
And
whereas the parties have mediated and resolved these differences and certain
collateral matters on the terms contained herein:
|
1.
|
The
Farmee shall be regarded as having earned the two sections on which
the
Option Xxxxx were drilled and 4 additional sections of its choosing,
which
shall consists of the following:
|
|
·
|
40%
X.X. Xxx 00 Xxxxx 00 X0 sections 29 &
28
|
|
·
|
40%
X.X. Xxx 00 Xxxxx 00 X0
section 25
|
|
·
|
40%
X.X. Xxx 00 Xxxxx 00 X0
section 1
|
|
·
|
40%
X.X. Xxx 00 Xxxxx 00 X0
section 32
|
|
·
|
40%
X.X. Xxx 00 Xxxxx 00 X0
section 30
|
(the
"Earned Sections")
|
2.
|
Farmee
and Andora acknowledge that their only interest in the Nearshore
XXX in
the 12 sections earned by Farmee under the Farmout Agreement is 3
percentage points of the Nearshore XXX on the Farmor's 40% beneficial
interest in such sections.
|
Further,
should the Farmee or Andora acquire any additional percentage points of the
Nearshore XXX, the additional percentage points of the Nearshore XXX will only
apply to Farmor’s 40% beneficial interest on those additional lands where a 40%
beneficial interest was transferred by Farmor to Farmee.
|
3.
|
The
Farmee shall provide the following information to the
Farmor:
|
|
·
|
a
complete copy of the well files;
|
|
·
|
a
copy of the interpretation of the reprocessed seismic
information;
|
|
·
|
a
copy of all aero-magnetic studies and geo-physical
interpretations;
|
|
·
|
a
copy of the D&M Report.
|
|
4.
|
The
parties shall jointly discontinue and release the other with respect
to
Court of Queen's Bench Action No. 0701-05692 Claim and
Counterclaim.
|
|
5.
|
The
Farmee shall sign an authorization permitting any present or former
employee of the Farmor or its predecessor to disclose and discuss
with the
Farmor technical information known to them regarding the Sawn Lake
Project.
|
|
6.
|
The
Farmee expressly acknowledges that the Farmor has the right to perform
such retesting with respect to the Option Xxxxx as it may choose
to
perform at the Farmor's sole cost and expense. If, however, such
retesting
results in the production of at least 100 barrels of oil per day
for 20
consecutive days, the Farmee shall share in such costs to the extent
of
its Working Interest ownership.
|
|
7.
|
The
Farmee, within 30 days, will reconvey registered title to all unearned
sections of the Farmout Lands to the
Farmor.
|
|
8.
|
The
Farmee agrees and acknowledges that it has no ownership or interest
in any
other sections of the Farmout Lands other than what it has previously
earned pursuant to clause 3 of the Farmout Agreement and in those
sections
indicated in paragraph 1 of this Settlement
Agreement.
|
|
9.
|
The
Farmor and Farmee agree to use their best efforts to negotiate and
enter
into a new Joint Operating Agreement with respect to the Farmout
Lands
using the UK Operating Agreement as a working document. Until such
time as
a new Joint Operating Agreement is executed, the Operating Procedure
as
defined in the Farmout Agreement shall continue to govern the relationship
between the Farmor and the Farmee. With respect to the lands earned
under
clause 3 of the Farmout Agreement and the lands described in paragraph
1
of this Agreement, the Farmee shall be designated as the Operator.
|
|
10.
|
The
parties shall execute such additional documents as may be necessary
to
give effect to the above terms.
|
Agreed
to
this 26th
day of
November 2007.
|
Deep
Well Oil & Gas, Inc.
|
1350826
Alberta Ltd.
|
|
|
Northern
Alberta Oil Ltd.
|
||
|
Deep
Well Oil & Gas (Alberta) Ltd.
|
||
|
/s/
Xxxxxx Xxxxxxx
|
/s/
Xxxx Xxxxxxxx
|
|
|
Per:
|
Per:
|
|
|
Andora
Energy Corporation
|
||
|
/s/
Xxxx Xxxxxxxx
|
||
|
Per:
|
