Exhibit 10.1
OPTION TO PURCHASE ASSETS
THIS OPTION TO PURCHASE ASSETS (this "Agreement") is dated as of July 28,
2009, and entered into by and between Northern Explorations Ltd., or its
Assignee ("Buyer"), and Dominus Energy, A.G.
RECITALS
A. Seller is a Swiss Corporation. The Seller owns a Working Interest in a
Texas gas field project, the legal description of which is attached hereto as
Exhibit "A", ("WI").
B. Pursuant to the provisions hereof, Buyer desires to have the option to
purchase from the Seller and the Seller desires to give Buyer the option to
purchase the WI of the Seller ("Option").
NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, the receipt and adequacy of which is hereby expressly acknowledged,
the parties agree as follows:
1. Buyer shall deliver to Seller upon execution of this Agreement the sum
of $ 100 in consideration for the warranties, covenants, and agreements
contained herein.
2. Seller hereby sells and assigns to Buyer the Option to purchase the WI.
3. Buyer shall provide written notice of its intent to exercise this Option
on or before October 31, 2009. Closing of the purchase shall occur no later than
thirty (30) days after Seller's receipt of Buyer's notice to exercise the
Option.
4. The terms of the purchase arising from the exercise of the Option shall
be as required pursuant to the ASSET PURCHASE AGREEMENT attached hereto as
Exhibit "B". Within three (3) business days following Seller's receipt of
Buyer's notice of exercising the Option, the parties shall execute the ASSET
PURCHASE AGREEMENT attached hereto as Exhibit "B".
5. Prior to Buyer delivering notice to exercise the Option, the terms of
this Agreement shall remain confidential between the parties, and may not be
disclosed to any third party without the written authorization of the
non-disclosing party. This paragraph shall not restrict disclosure to third
parties as required by any Court order, subpoena, public reporting obligations
of Buyer with the United States Securities and Exchange Commission, or
disclosure to third parties, including the recording of this document, or in the
event Seller breaches the terms of this Agreement or sells or attempts to sell
all or any portion of the assets.
6. MISCELLANEOUS.
8.1 Parties in Interest. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the respective successors and permitted
assigns of the parties hereto. Nothing contained herein shall be deemed to
confer upon any other person any right or remedy under or by reason of this
Agreement.
8.2 Law Governing Agreement. This Agreement may not be modified or
terminated orally, and shall be construed and interpreted according to the
internal laws of the State of California, excluding any choice of law rules that
may direct the application of the laws of another jurisdiction.
8.3 Amendment and Modification. Buyer and the Seller may amend, modify and
supplement this Agreement in such manner as may be agreed upon by them in
writing.
Page 1 of 7
8.4 Notice. All notices, requests, demands and other communications
hereunder shall be given in writing and shall be: (a) personally delivered; or
(b) sent to the parties at their respective addresses indicated herein by
registered or certified U.S. mail, return receipt requested and postage prepaid,
or by private overnight mail courier service. The respective addresses to be
used for all such notices, demands or requests are as follows:
(a) If to Buyer, to:
Northern Explorations Ltd.
0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx, Xxxxx 00000-0000
With a copy to:
Xxxxxx Xxxxx Xxxxxxx, Esq.
The Xxxxxxx Group, LLP
0000 Xx Xxxxx Xxxxxxxxx
Xx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
xxxxx@xxxxxxxxxxxxxxx.xxx
or to such other person or address as Buyer shall furnish to the Seller in
writing.
(b) If to the Seller, to:
Dominus Energy X.X.
Xxxxxxxxxxxxxx 0X
0000 Xxxxxxx, Xxxxxxxxxxx
or to such other person or address as the Seller shall furnish to Buyer in
writing.
If personally delivered, such communication shall be deemed delivered upon
actual receipt; if sent by overnight courier pursuant to this paragraph, such
communication shall be deemed delivered upon receipt; and if sent by U.S. mail
pursuant to this paragraph, such communication shall be deemed delivered as of
the date of delivery indicated on the receipt issued by the relevant postal
service, or, if the addressee fails or refuses to accept delivery, as of the
date of such failure or refusal. Any party to this Agreement may change its
address for the purposes of this Agreement by giving notice thereof in
accordance with this Section. Notices sent by facsimile or other electronic
means shall not constitute notice under this Agreement.
8.5 Costs of Litigation. The parties agree that the prevailing party in any
action brought with respect to or to enforce any right or remedy under this
Agreement shall be entitled to recover from the other party or parties all
reasonable costs and expenses of any nature whatsoever incurred by the
prevailing party in connection with such action, including without limitation
reasonable attorneys' fees and prejudgment interest.
8.6 Entire Agreement. This instrument and the agreements referred to herein
embody the entire agreement between the parties hereto with respect to the
transactions contemplated herein, and there have been and are no agreements,
representations or warranties between the parties other than those set forth or
provided for herein. By signing this Agreement, the parties are expressly
effectuating the termination and release of all prior obligations, commitments
and agreements, whether written or oral, related to the acquisition of the Ozona
Gas Project which was publicly-announced in a press release distributed by Buyer
on or about June 1, 2009, and expressly release each other pursuant to
California Civil Code Section 1542 from all obligations therefrom.
Page 2 of 7
8.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.8 Headings. The headings in this Agreement are inserted for convenience
only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
"BUYER"
-----------------------------
"SELLER"
------------------------------
Page 3 of 7
EXHIBIT A
LEGAL DESCRIPTION
LESSOR:
LESSEE:
DATED:
RECORDED:
DESCRIPTION: INSOFAR AND ONLY INSOFAR as said Lease covers the S/2, E.2,
SW/4, SW/4 of Xxxxxxx 000, Xxxxx X, X.X. & S. A. RR Co.
Survey, Xxxxxxxx County, Texas
LIMITED TO DEPTHS FROM THE SURFACE TO 5500 FEET SUBSURFACE.
Page 4 of 7
EXHIBIT B
ASSET PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
TERM ASSIGNMENT OF OIL AND GAS LEASE
State: Texas
County: Xxxxxxxx
Assignor: DOMINUS ENERGY AG
Geissbacghiweg, GB
6318 Walchwill, Switzerland
Assignee: NORTHERN EXPLORATIONS LTD.
0000 Xxxx Xxx xx Xxxxxxx, Xxxxx X000
Xxxxxxxxxx, XX 00000
Date Executed: __________________, 2009
Effective Date: _________________, 2009
For adequate consideration, Assignor, named above, sells, assigns and
transfers to Assignee, named above, all of its interest, representing a 70%
interest in the Oil and Gas Lease (the "Lease") insofar as the Lease covers the
land described on Exhibit "A" attached hereto covering lands located in the
county and state named above (the "Lands"). The Lease and Lands are described on
Exhibit A to this Assignment.
Assignor reserves to itself and excepts from this Assignment an overriding
royalty interest on all oil, gas and associated hydrocarbon substances produced,
saved, and marketed from the Lease equal to the difference between 26% and the
sum of Lessor's royalty and the other revenue burdens affecting the Lease,
proportionately reduced (the "Override").
The Override is subject to the terms and provisions of the Lease. The
Override is subject to all applicable laws, rules, regulations, and orders of
governmental authorities.
The Override shall be free and clear of all drilling, developing and
operating costs and expenses. However, Assignor shall bear and pay all taxes,
present or future, that are applicable to, or connected with, or a lien upon.
Assignor's Override or the production attributable to the overriding royalty
interest, including, without limitation all production, severance, excise,
gathering, transportation, or similar taxes attributable to Assignor's Override.
No overriding royalties shall be paid or shall accrue on any oil, gas,
casinghead gas, or other hydrocarbon substances or minerals used for operating,
development, or production purposes upon the Lands or in treating products to
Page 5 of 7
make them marketable, or which are unavoidably lost. No overriding royalties
shall be payable on gas and casinghead gas used for recycling or re-pressuring
operations benefiting the Lands.
No obligations express or implied, shall arise by reason of Assignor's
reservation of the Override, obligating Assignee to keep or maintain the Lease
in force and effect by the payment of rentals, shut-in royalties, compensatory
royalties, or other payments, or by drilling of xxxxx on the Lands covered by
the Lease. It is understood that Assignor is only to receive the Override out of
the oil, gas and associated hydrocarbon substances if and when produced and
saved from the Lands covered by the Lease.
For the consideration received, Assignor grants to Assignee, its
successors, assigns, and/or legal representatives, the right and power to pool
and combine without the consent or joinder of Assignor, the Lands covered by the
Lease and the Override.
This Assignment shall be binding upon and will inure to the benefit of
Assignor and Assignee and their respective heirs, personal representatives,
successors, and/or assigns.
For the same consideration Assignor hereby agrees to warrant and forever
defend the interest in the Lease conveyed hereby unto Assignee, its successors
and assigns, from and against all claims arising by, through or under Assignor,
but not otherwise.
This Assignment is for a limited term of ninety (90) days from the
Effective Date and so long thereafter as oil and/or gas are produced in paying
quantities from the Lands or from lands pooled therewith or the Lease is
otherwise maintained as to the Lands pursuant to the terms thereof
ASSIGNOR
DOMINUS ENERGY A.G.
By: /s/ Philippe Truetsch
-----------------------------------------
Name: Philippe Truetsch
---------------------------------------
Title: President
--------------------------------------
Page 6 of 7
THE STATE OF TEXAS )
)
COUNTY OF MIDLAND )
This instrument was acknowledged before me on the ___ day of _____________,
2009, by _______________, President of Dominus Energy A.G., a Swiss corporation,
on behalf of said corporation.
-----------------------------
Notary Public, State of Texas
Page 7 of 7
