ASSIGNMENT AGREEMENT-EAST WADI ARABA CONCESSION
EXHIBIT
10.5
ASSIGNMENT
AGREEMENT-EAST WADI ARABA CONCESSION
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,
Dover Investments Limited a corporation organized and existing under the laws
of
the Province of Ontario, Canada (“Dover”),
Transpacific and Xx. Xxxxxxx Xxxx, an individual residing in the City of
Richmond British Columbia, Canada entered into a binding farm-out agreement
dated as of August 6, 2005 (the “Dover
Farm-Out Agreement”)
a copy
of which is attached hereto as Exhibit
A;
WHEREAS,
Mogul
and Transpacific have entered into a binding joint venture agreement dated
as of
August 7, 2005 (the “Transpacific
Joint Venture Agreement”),
a
copy of which is attached hereto as Exhibit
B,
pursuant
to which Transpacific and Mogul have set forth their respective rights and
obligations under the Dover Farm-Out Agreement and with respect to the EWA
Concession as set forth herein;
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 September 29, 2005 (the “MEI
Farm-Out Agreement”),
a
copy of which is attached hereto as Exhibit
C;
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WHEREAS,
the
parties hereto deem it to be in their respective best interest to supplement
the
Transpacific Joint Venture Agreement so as to acknowledge the MEI Farm-Out
Agreement and MEI as an Associated Company (as that term is used in the
Transpacific Joint Venture Agreement).
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 supplement and of the Transpacific
Joint Venture Agreement as amended and supplemented hereby, MEI shall be deemed
an Associated Company of Mogul solely for purposes of the Transpacific Joint
Venture Agreement.
2. The
parties hereto acknowledge that the interests of the Mogul, Dover Transpacific
and MEI in and to the EWA concession for all purposes contemplated by the
Transpacific Joint Venture Agreement shall be as follows:
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Mogul:
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40%
working interest
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MEI:
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20%
working interest
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Transpacific:
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25%
carried working interest
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Dover:
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15%
carried working interest.
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3. Except
as
set forth in 4below, MEI will be responsible for the payment of one-third (1/3),
and Mogul will be responsible for the payment of two-thirds (2/3) of, all
expenses, costs of drilling and completion of all exploratory and development
xxxxx, all production facilities, and Cairo and field offices.
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4. In
the
event that the Letter of Guarantee and drilling of two xxxxx, as contemplated
by
the Transpacific Joint Venture Agreement is not delivered, within the
agreed-upon time frame, the Transpacific Joint Venture Agreement and this
agreement shall terminate and , Mogul and MEI will assign their entire 60%
interest in EWA to TransPacific, who will assume all the obligations under
Dover’s August 06, 2005 farm-out agreement. Consequently, none of the parties
hereto shall have any further obligation or liability to each
other.
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 December,
2005.
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By:
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/s/
Naeem Xxxx
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Xxxxx
Tyab, President
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