MOGUL ENERGY LTD. of Vancouver, in the Province of British Columbia (hereinafter called “MEL or Assignor”) and MOGUL ENERGY INTERNATIONAL, INC. of Seattle, in the State of Washington, U.S.A. (hereinafter called “MEII or Assignee”)
10.16
|
Assignment
Agreement dated January 24,
2007
|
THIS
ASSIGNMENT MADE EFFECTIVE THE 24th DAY OF JANUARY, 2007.
BETWEEN:
MOGUL
ENERGY LTD.
of
Vancouver, in the Province of British Columbia
(hereinafter
called “XXX or Assignor”)
and
of
Seattle, in the State of Washington, U.S.A.
(hereinafter
called “MEII or Assignee”)
WHEREAS
XXX does hold 25% of the mineral interests in lands as listed on the attached
Schedule ‘A’, and XXX has agreed to assign unto MEII all of the interests in its
right, title, estate and interest in, to and under the said leases.
WHERAS
XXX, pursuant to a Farm Out Agreement with MEII dated November 8, 2005 was
entitled to an assignment of 25% of the mineral interests in lands as listed
in
the attached Schedule “B” (collectively with Schedule “A” herein referred to as
Leases”) and XXX has agreed to assign unto MEII all of the interests in the
right, title, estate and interest in, to and under the said Leases in accordance
with the terms set forth herein and MEII wishes to acquire such
interest.
NOW,
THEREFORE, in consideration of the premises and the payment by MEII to XXX
of
the sum of 1,000,000 (One Million) common shares of MEII (the “Shares”) within
10 business days of execution of this agreement, THIS AGREEMENT
WITNESSTH:
Lease
Transfer
1. XXX
hereby transfers, assigns and sets over unto MEII its right, title and interest
in, to and under the said Leases and in every extension or renewal thereof
and
in all benefit and advantage to be derived therefrom to MEII.
Share
Transfer:
2. Upon
executing this agreement and assignment of the Leases situated in Saskatchewan,
Canada, MEII shall, within 10 business days of such execution, issue to XXX
1,000,000 (One Million) common shares of MEII (the “Shares”).
Securities
Law Representations.
3. XXX
(the
“Subscriber”) represents, warrants and covenants to MEII that:
3.1
Share
Acquisition Intent.
The
Subscriber is acquiring the Shares as principal for its own account only and
not
with a view to or for distributing or reselling the Shares or any part thereof
or interest therein. Except as otherwise disclosed in writing to MEII, XXX
is
acting jointly or in concert with any other person or company for the purposes
of acquiring any of the Shares.
1
3.2
Risk
Acknowledgement.
The
Subscriber acknowledge that the Shares are highly speculative, involving a
high
degree of risk and the Subscriber is able to bear the economic risk of owning
the Shares; and, at the present time, able to afford a complete loss in value
of
the Shares.
3.3
Regulation
S.
The
Subscriber further represents, warrants and acknowledges that:
The
Shares are being acquired in reliance on the exemptions from the registration
requirements of the Securities Act of 1933, as amended (the “1933 Act”) provided
by the provisions of Regulation S as promulgated under the 1933 Act, and that
the Shares may not be resold in the United States or to a US Person as defined
in Regulation S, except pursuant to an effective registration statement or
an
exemption from the registration provisions of the 1933 Act as evidenced by
an
opinion of counsel acceptable to MEII, and that in the absence of an effective
registration statement covering the Shares or an available exemption from
registration under the 1933 Act, the Shares must be held indefinitely. The
Subscriber further acknowledges that this Agreement is not intended as a plan
or
scheme to evade the registration requirements of the 1933 Act;
The
Subscriber is a resident of Canada; The Subscriber is not a “US Person” as that
term is defined in Rule 902 of Regulation S as promulgated pursuant to the
1933
Act;
The
Subscriber agrees that all offers and sales of the Shares shall be made in
compliance with all applicable laws of any applicable jurisdiction and,
particularly, in accordance with Rules 903 and 904, as applicable, of Regulation
S or pursuant to registration of the Shares under the 1933 Act or pursuant
to an
exemption from registration. In any case, none of the Shares have been and
will
be offered or sold by the Subscriber to, or for the account or benefit of a
U.S.
Person or within the United States until after the end of a one year period
commencing on the date on which this Agreement is accepted by MEII (the
“Distribution Compliance Period”), except pursuant to an effective registration
statement as to the Shares or an applicable exemption from the registration
requirements of the 0000 Xxx.
The
Shares have not been offered to the Subscriber in the United States and the
individual making the decision to purchase the Shares and executing and
delivering this Agreement on behalf of the Subscriber was not in the United
States when the decision was made and this Agreement was executed and
delivered;
The
Subscriber will not engage in any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for any of the Shares;
Neither
the Subscriber nor any of their respective affiliates will directly or
indirectly maintain any short position, purchase or sell put or call options
or
otherwise engage in any hedging activities in any of the Shares or any other
securities of MEII until after the end of the Distribution Compliance Period,
and acknowledges that such activities are prohibited by Regulation
S.
3.4
Canadian
Law Representations.
2
(a)
The
Subscriber understands that they are acquiring the Shares pursuant to certain
exemptions from the registration and prospectus requirements of applicable
securities legislation in Canada (the “Canadian Securities Laws”) afforded by,
without limitation, Sections 2.3 [Accredited
Investors],
2.5
[Family,
friends and business associates],
and
2.7 [Family,
friends and business associates
(Ontario)] of NI 45-106 and, as a consequence, (A) certain rights, remedies
and
protections under securities legislation will not be available to the Subscriber
in connection with the purchase of the Shares; (B) the Subscriber may not
receive information that would otherwise be required to be provided to them
under securities legislation; and (C) MEII is relieved from certain obligations
that would otherwise apply under securities legislation; and
(b)
The
Subscriber is acquiring the Shares as principal solely for its own benefit
and
not for the benefit of any other person, and not with a view to the resale
or
distribution of all or any of the Shares and the Subscriber is (A) an
“accredited investor” as such term is defined in NI 45-106, has executed and
delivered a duly completed Representation Letter in the form attached hereto
as
“Exhibits 1.5 (A), (B) or (C)”
as
applicable, representing that the Subscriber fit within one of the categories
of
“accredited investor” set forth in such definition and was not created and/or
used solely to purchase
or hold the Shares; or (B) satisfies the definition of Family and Friends
(Alberta and BC) or Family and Friends (Ontario) as applicable in the province
in which they resides.
3.5
Transfer
Restrictions.
The
Subscriber acknowledges that the certificates representing Shares shall bear
a
legend substantially as follows:
“The
shares of Stock represented by this Certificate have not been registered under
the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless a compliance with the registration provisions of such act
has
been made or unless availability of an exemption from such registration
provisions has been established, or, unless sold pursuant to Rule 144 under
the
Securities Act of 1933.”
3.6
Recordation
of Transfer.
The
Subscriber understands and acknowledges that MEII has the right not to record
a
purported transfer of the Shares, without MEII being satisfied that such
transfer is exempt from or not subject to (a) registration under the U.S. 1933
Act and any applicable state securities laws, and (b) the registration and
prospectus requirements under Canadian Securities Laws.
3.7
Canadian
Resale Restrictions.
In
addition to resale restrictions imposed under U.S. securities laws, there are
additional restrictions on the Subscriber’ ability to resell the Shares under
applicable Canadian Securities Law.
3.8
No
Registration Rights. The
Subscriber understands and acknowledges that MEII is not obligated to file
and
has no present intention of filing any registration statement or prospectus
in
respect of re-sales of the Shares with the SEC in the United States or with
any
of the provincial securities regulatory authorities in Canada.
3.9
Legal
Counsel.
The
Subscriber confirm that it has been advised to consult its own legal and
financial advisors with respect to the suitability of the Shares for the
Subscriber and the resale restrictions (including “hold periods”) to which the
Shares will be subject under applicable securities legislation and confirms
that
no representation has been made to the Subscriber by or on behalf of MEII with
respect thereto.
3
3.10 No
Offering Memorandum. The
Subscriber acknowledge that the issuance of the Shares is being conducted
without delivery of an offering memorandum and that it has not relied on any
oral representation, warranty or information in connection with the offering
of
the Shares by MEII, or any officer, employee, agent, affiliate or subsidiary
of
MEII.
3.11 No
Approval by Regulatory Authority. The
Subscriber understand that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of the
acquisition of the Shares.
3.12 No
Representation as to Value of the Shares. The
Subscriber confirm that neither MEII nor any of its directors, employees,
officers, consultants, agents or affiliates, has made any representations
(written or oral) to the Subscriber regarding the future value of the Shares
and
acknowledges and confirms that no representation has been made to the Subscriber
with respect to the listing of the Shares on any exchange or that application
has been or will be made be made for such listing. In making its acquisition
with respect to the Shares, the Subscriber has relied solely upon publicly
available information relating to MEII and not upon any verbal or written
representation made by or on behalf of MEII.
3.13 Conditional
Sale. The
Subscriber understand that the sale and delivery of the Shares is conditional
upon such sale being exempt from the registration and prospectus requirements
under applicable securities legislation or upon the issuance of such orders,
consents or approvals as may be required to permit such sale and delivery
without complying with such requirements. If required under applicable
securities legislation or regulatory policy, or by any securities commission,
stock exchange or other regulatory authority, the Subscriber will execute,
deliver, file and otherwise assist MEII in filing such reports, undertakings
and
other documents with respect to the issue of the Shares.
3.14 Tax
Consequences. The
Subscriber understand that the acquisition of the Shares may have tax
consequences under applicable taxation laws, that they are the sole
responsibility of the Subscriber to determine and assess such tax consequences
as may apply to their respective particular circumstances, and the Subscriber
has not received and is not relying on MEII for any tax advice
whatsoever.
3.15 Re-Sales.
The
Subscriber will not resell any Shares except in accordance with the provisions
of applicable securities legislation, rules and regulations and stock exchange
rules.
General
Matters
4. XXX
covenants that it has not transferred, assigned, hypothecated or otherwise
parted with any of its interest in the said Leases and that, subject to the
terms and provisions of the said Leases, it now has good right, full power
and
absolute authority to transfer, set over and assign its interest in the said
Leases to MEII in the manner aforesaid according to the true intent and meaning
of this assignment.
5. Subject
to the performance by MEII of the covenants and conditions contained in the
said
Leases, MEII shall hold and enjoy the interest conveyed to it hereunder for
the
residue of the term of the said Leases and every extension or renewal thereof
for its own use and benefit by, through or under it. MEII for its part covenants
with XXX that it will be bound by, observe and perform the Lessee’s covenants
and agreements in the said Leases reserved and contained and MEII agrees to
indemnify and save harmless XXX from and against the observation and performance
of the said covenants and agreements from and after the effective date of this
agreement.
4
6. Each
of
the parties hereto shall from time to time and at all times hereafter do all
such further acts and execute and deliver all such further deeds and documents
as shall be reasonably required in order to fully perform and carry out the
terms of this agreement.
7. It
is
hereby agreed that this assignment shall enure to the benefit of and be binding
upon the parties hereto, their successors and assigns.
IN
WITNESS WHEREOF the parties hereto have caused their corporate seals to be
hereunto affixed, attested by the hands of their respective proper officers
duly
authorized in that behalf, effective the date and year above
written.
SIGNED,
SEALED AND DELIVERED,
ASSIGNOR:
|
|||
MOGUL
ENERGY LTD.
|
|||
Per:
|
/s/
Xxxxxx Xxxx
|
||
ASSIGNEE:
|
|||
Per:
|
/s/
Naeem Tyab
|
5
SCHEDULE
‘A’ - To the Assignment
Attached
to and forming part of an Assignment of Lease made effective the 24th day of
January, 2007 between Mogul Energy Ltd., as Assignor, and Mogul Energy
International, Inc., as Assignee.
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
SE
13-9-30 W1M
|
112507365
|
Xxxxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
20, 2006
|
40.0
|
SE
13-9-30 W1M
|
112507365
|
Xxx
Xxxxxx and Xxxxx Xxxxxxx
|
25%
M&M
|
February
22, 2006
|
40.0
|
SE
13-9-30 W1M
|
112507365
|
Xxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
23, 2006
|
40.0
|
SE
13-9-30 W1M
|
112507365
|
Xxxxxx
Xxxxxxx
|
25%
M&M
|
March
9, 2006
|
40.0
|
SW
13-9-30 W1M
|
112507376
|
Xxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
23, 2006
|
40.0
|
SW
13-9-30 W1M
|
112507376
|
Xxx
Xxxxxx and Xxxxx Xxxxxxx
|
25%
M&M
|
February
22, 2006
|
40.0
|
SW
13-9-30 W1M
|
112507376
|
Xxxxxxx
Xxxxxx Xxxxxxxx
|
25%
M&M
|
February
20, 2006
|
40.0
|
SW
13-9-30 W1M
|
112507376
|
Xxxxxx
Xxxxxxx
|
25%
M&M
|
March
9, 2006
|
40.0
|
NE
21-9-30 W1M
|
112506432
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
NW
23-9-30 W1M
|
112507837
|
Xxxxx
May Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx and Xxxxx Xxxx
Xxxxxx
|
100%
M&M
|
February
28, 2006
|
160.0
|
SW
23-9-30 W1M
|
112507848
|
Xxxxx
May Xxxxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx and Xxxxx Xxxx
Xxxxxx
|
100%
M&M
|
February
28, 2006
|
160.0
|
NE
33-9-30 W1M
|
112507129
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
NW
33-9-30 W1M
|
112506331
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
SE
33-9-30 W1M
|
112507398
|
Xxxxxxxx
Xxxxxxx, Personal Representative for the estate of Xxxxxx X.
Xxxxxxx
|
100%
M&M
|
February
20, 2006
|
160.0
|
NE
17-9-31 W1M
|
112603340
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
NW
17-9-31 W1M
|
112603351
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
SE
17-9-31 W1M
|
112603362
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
SW
17-9-31 W1M
|
112603373
|
Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
100%
M&M
|
December
5, 2005
|
160.0
|
SE
13-9-33 W1M
|
112636649
|
Xxxxxxxxx
Xxx Xxxxxx
|
50%
M&M
|
February
22, 2006
|
80.0
|
SE
13-9-33 W1M
|
112636649
|
Xxxxx
Xxx Xxxxxxx
|
50%
M&M
|
March
7, 2006
|
80.0
|
SW
13-9-33 W1M
|
112636650
|
Xxxxx
Xxx Xxxxxxx
|
50%
M&M
|
March
7, 2006
|
80.0
|
SW
13-9-33 W1M
|
112636650
|
Xxxxxxxxx
Xxx Xxxxxx
|
50%
M&M
|
February
22, 2006
|
80.0
|
SE
13-10-30 W1M
|
112596509
|
Xxxx
Xxxxx
|
100%
M&M
|
February
24, 2006
|
160.0
|
6
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
NE
21-10-30 W1M
|
112597162
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
NW
21-10-30 W1M
|
112597173
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
SW
28-10-30 W1M
|
112597184
|
Xxxxxx
Xxxxx XxXxxx and
Xxxxx
Xxxxxx Xxxxx
|
100%
M&M
|
March
8, 2006
|
160.0
|
NE
32-10-30 W1M
|
114264413
|
Xxxxx
X. Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
NW
32-10-30 W1M
|
114264435
|
Xxxxx
XxXxxxxx Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
SW
32-10-30 W1M
|
114264424
|
Xxxxx
XxXxxxxx Xxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
80.0
|
NW
33-10-30 W1M
|
112596723
|
Xxxxx
Xxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
SW
33-10-30 W1M
|
112596734
|
Xxxxx
Xxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
NW
19-10-32 W1M
|
112464772
|
Xxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
NW
19-10-32 W1M
|
112464772
|
Xxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
NW
19-10-32 W1M
|
112464772
|
Xxxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
SE
19-10-32 W1M
|
114190714
|
Xxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
SE
19-10-32 W1M
|
114190714
|
Xxxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
SE
19-10-32 W1M
|
114190714
|
Xxxxxx
Xxxxxxx
|
1/6
M&M Exc. Coal
|
January
1, 2006
|
27.00
|
SW
19-10-32 W1M
|
114190725
|
Xxxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
SW
19-10-32 W1M
|
114190725
|
Xxxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
SW
19-10-32 W1M
|
114190725
|
Xxxx
Xxxxxxx
|
1/3
M&M
|
January
1, 2006
|
51.32
|
NW
23-10-32 W1M
|
112464615
|
Xxxxx
Xxxxxx (Younger)
|
100%
M&M
|
January
1, 2006
|
160.0
|
SW
23-10-32 W1M
|
112464626
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
SW
25-10-32 W1M
|
112464558
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxx Xxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
SW
26-10-32 W1M
|
112464514
|
Xxxx
Xxxx Xxxxxx, Xxxxxx Xxx Xxxxxx,
Xxxxxx
Xxx Xxxxxx and Xxxxxx Xxx Xxxxxxxx
|
50%
M&M
|
January
4, 2006
|
80.0
|
SE
26-10-32 W1M
|
112464547
|
Xxxxx
Xxxxxx Xxxxxxx
|
50%
M&M
|
November
3, 2005
|
80.0
|
7
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxx
Xxxxxx
|
3/40
M&M
|
December
12, 2005
|
17.7
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxxx
Xxxxxx
|
5/40
M&M
|
December
12, 2006
|
29.38
|
LSD
10 & 00-00-00-00 W1M
W
1/2 31-10-32 W1M
|
112581794
112581806
112581828
112581817
|
Xxxxx
Xxxxxxxx
|
3/40
M&M
|
March
7, 2006
|
17.7
|
NE
33-10-32 W1M
|
111726839
|
Xxxxxx
Xxxxxxxxx Bil (Younger)
|
50%
M&M Exc. Coal
|
November
16, 2005
|
80.0
|
NE
19-11-31 W1M
|
112542465
|
Xxxxxx
Xxxxxxxxx
|
100%
M&M
|
December
12, 2005
|
160.0
|
NE
2-11-32 W1M
|
112613284
|
The
Great-West Life Assurance Company
|
100%
M&M
|
January
1, 2006
|
158.06
|
SE
2-11-32 W1M
|
112613295
|
The
Great-West Life Assurance Company
|
100%
M&M
|
January
1, 2006
|
158.9
|
SE
3-11-32 W1M
|
112612665
|
Xxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
SW
3-11-32 W1M
|
112612676
|
Xxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
January
1, 2006
|
160.0
|
NE
5-11-32 W1M
|
112613239
|
Xxxxx
Xxxxx
|
100%
M&M
|
November
2, 2005
|
18.0
|
NE
5-11-32 W1M
|
112613172
|
Xxxxxxxx
Xxxxxxx Xxxxxxxxx and
Xxxxxxxx
Xxxxxx Xxxxxxxxx
|
100%
M&M
|
March
1, 2006
|
142.4
|
SW
5-11-32 W1M
|
114236827
|
Xxxx
Xxxxxxx XxXxxxxxx
|
100%
M&M
|
March
1, 2006
|
4.14
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
80.0
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
40.0
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
83.19
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
41.6
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
80.0
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
40.0
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxx
Xxxxx (Younger)
|
50%
M&M
|
November
29, 2005
|
83.33
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
November
28, 2005
|
41.67
|
NE
9-11-32 W1M
|
161539678
161539689
|
Xxxxxx
North
|
25%
M&M
|
November
28, 2005
|
40.0
|
8
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
NE
9-11-32 W1M
|
112612575
|
Xxxxxxxx
Xxxxxxxxx North
|
25%
M&M
|
November
21, 2005
|
40.0
|
NE
9-11-32 W1M
|
112612575
|
Xxxxxxxxxx
Xxxx Xxx Xxxxxx
|
25%
M&M
|
November
21, 2005
|
40.0
|
NE
9-11-32 W1M
|
112612575
|
Xxxx
Xxxxxxx Xxx
|
25%
M&M
|
November
22, 2005
|
40.0
|
NW
9-11-32 W1M
|
112612553
|
Xxxxx
Xxxx
|
100%
M&M
|
November
30, 2005
|
160.0
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxxxx
Xxxxxxxxx North
|
25%
M&M
|
November
21, 2005
|
40.0
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxx
North
|
25%
M&M
|
November
28, 2005
|
40.0
|
SE
9-11-32 W1M
|
112612586
|
Xxxxxxxxxx
Xxxx Xxx Xxxxxx
|
25%
M&M
|
November
21, 2005
|
40.0
|
SE
9-11-32 W1M
|
112612586
|
Xxxx
Xxxxxxx Xxx
|
25%
M&M
|
November
22, 2005
|
40.0
|
SW
9-11-32 W1M
|
112612564
|
Xxxx
Xxxx
|
100%
M&M
|
November
28, 2005
|
160.0
|
NE
10-11-32 W1M
|
112612496
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/3
M&M
|
December
15, 2005
|
54.0
|
NE
10-11-32 W1M
|
112612496
|
Xxxxxxx
Xxxxx XxXxxxxxxxx
|
1/3
M&M
|
December
21, 2005
|
54.0
|
NE
10-11-32 W1M
|
112612496
|
Clinton
Xxxx XxXxxxxxxxx
|
1/3
M&M
|
January
5, 2006
|
54.0
|
NW
10-11-32 W1M
|
114236793
114236782
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
15, 2005
|
25.6
|
NW
10-11-32 W1M
|
114236793
114236782
|
Xxxxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
21, 2005
|
25.6
|
NW
10-11-32 W1M
|
114236793
114236782
|
Clinton
Xxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
January
5, 2006
|
25.6
|
SW
10-11-32 W1M
|
114236805
|
Xxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
15, 2005
|
27.0
|
SW
10-11-32 W1M
|
114236805
|
Xxxxxxx
Xxxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
December
21, 2005
|
27.0
|
SW
10-11-32 W1M
|
114236805
|
Clinton
Xxxx XxXxxxxxxxx
|
1/6
M&M Exc. Coal
|
January
5, 2006
|
27.0
|
NE
12-11-32 W1M
|
111444320
|
Xxxxxx
Xxxxxxx Xxxx
|
50%
M&M
|
January
1, 2006
|
80.0
|
NE
14-11-32 W1M
|
111308307
|
Xxxxxxx
Xxxxxxxxx XxXxxxxx
|
100%
M&M
|
November
22, 2005
|
160.0
|
NW
14-11-32 W1M
|
111308295
|
Xxxxxxx
Xxxxxxxx Xxxxxxxxx XxXxxxxx
|
100%
M&M
|
November
16, 2005
|
160.0
|
NE
15-11-32 W1M
|
114236748
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
2, 2005
|
80.0
|
NW
15-11-32 W1M
|
114236759
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
2, 2005
|
80.0
|
NE
17-11-32 W1M
|
114236681
114236670
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
78.75
|
NW
17-11-32 W1M
|
114236704
114236692
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
76.69
|
9
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
SE
17-11-32 W1M
|
114236726
114236715
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M Exc. Coal
|
March
1, 2006
|
77.94
|
SW
17-11-32 W1M
|
114236737
|
Xxxx
Hajewich, Xxxxx Hajewich and Xxxxx Xxxx
|
50%
M&M
|
March
1, 2006
|
80.0
|
NE
18-11-32 W1M
|
112612104
|
Xxxxxx
Xxxxx
|
100%
M&M
|
December
9, 2005
|
10.02
|
NW
18-11-32 W1M
|
112612823
|
Xxxxxxxx
Xxxxxx
|
100%
M&M
|
November
2, 2005
|
165.76
|
NE
19-11-32 W1M
|
112612913
|
Xxxxxx
May Xxxxxxx
|
100%
M&M
|
March
1, 2006
|
160.0
|
SE
19-11-32 W1M
|
112612070
|
Xxxxxx
Xxxxx
|
100%
M&M
|
November
19, 2005
|
158.83
|
SW
19-11-32 W1M
|
112612081
|
Xxxxxx
Xxxxx
|
100%
M&M
|
November
19, 2005
|
158.7
|
NE
20-11-32 W1M
|
112612025
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
NW
20-11-32 W1M
|
112612036
|
Xxxxxx
Xxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
NE
21-11-32 W1M
|
112612014
|
Xxxxxx
Xxxxx Xxxxxxx
|
50%
M&M
|
October
27, 2005
|
80.0
|
NE
21-11-32 W1M
|
112612014
|
Xxxxxx
Xxxxxx Xxxxx
|
50%
M&M
|
November
16, 2005
|
80.0
|
NW
21-11-32 W1M
|
112612801
|
Xxxxxx
Xxxxxx Xxxxx
|
50%
M&M
|
November
16, 2005
|
80.0
|
NW
21-11-32 W1M
|
112612801
|
Xxxxxx
Xxxxx Xxxxxxx
|
50%
M&M
|
October
27, 2005
|
80.0
|
NE
23-11-32 W1M
|
114236625
|
Xxxxxx
Field
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
NW
23-11-32 W1M
|
112612755
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
November
20, 2005
|
53.34
|
NW
23-11-32 W1M
|
112612755
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
NW
23-11-32 W1M
|
112612755
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
SE
23-11-32 W1M
|
114236636
|
Xxxxxx
Field
|
50%
M&M Exc. Coal
|
November
30, 2005
|
80.0
|
SW
23-11-32 W1M
|
112612766
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
SW
23-11-32 W1M
|
112612766
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
November
20, 2005
|
53.34
|
SW
23-11-32 W1M
|
112612766
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
NE
26-11-32 W1M
|
112611990
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
100%
M&M
|
November
2, 2005
|
160.0
|
NW
26-11-32 W1M
|
111308127
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.0
|
NW
26-11-32 W1M
|
111308127
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.0
|
SE
26-11-32 W1M
|
112612003
|
Xxxxxxxxx
Xxxxx Xxxxxx and Xxxx Xxxxx Xxxxxx
|
100%
M&M
|
November
2, 2005
|
160.0
|
10
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
SW
26-11-32 W1M
|
111308116
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.0
|
SW
26-11-32 W1M
|
111308116
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.0
|
SE
27-11-32 W1M
|
112612777
|
Xxxxxx
Xxxx Guest
|
1/3
M&M
|
December
15, 2005
|
53.34
|
SE
27-11-32 W1M
|
112612777
|
Xxxx
Xxxxxxx XxXxxxx
|
1/3
M&M
|
December
7, 2005
|
53.34
|
SE
27-11-32 W1M
|
112612777
|
Xxxxx
Xxxx Xxxxxxxxx
|
1/3
M&M
|
December
12, 2005
|
53.34
|
SW
30-11-32 W1M
|
112612160
|
The
Great-West Life Assurance Company
|
100%
M&M
|
November
16, 2005
|
160.0
|
NW
31-11-32 W1M
|
112612171
|
Xxxxxx
X. Xxxxxxx
|
100%
M&M
|
October
31, 2005
|
160.0
|
SE
31-11-32 W1M
|
114236603
|
Xxxxxx
Xxxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
October
31, 2005
|
80.0
|
SW
31-11-32 W1M
|
114236614
|
Xxxxxx
Xxxxxxx Xxxxxxx
|
100%
M&M
|
October
31, 2005
|
160.0
|
NE
35-11-32 W1M
|
111307283
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.22
|
NE
35-11-32 W1M
|
111307283
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.22
|
NW
35-11-32 W1M
|
111307294
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.2
|
NW
35-11-32 W1M
|
111307294
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.2
|
SE
35-11-32 W1M
|
111307306
|
Xxxxxxxx
Xxx Xxxxxx
|
25%
M&M Exc. Coal
|
January
7, 2006
|
40.2
|
SE
35-11-32 W1M
|
111307306
|
Xxxxxxx
Xxxxxxx Xxx
|
25%
M&M Exc. Coal
|
January
9, 2006
|
40.2
|
SW
35-11-32 W1M
|
111615386
|
Xxxxx
X. Xxxxxxxx
|
100%
M&M
|
November
8, 2005
|
161.0
|
SW
36-11-32 W1M
|
112612890
|
Xxxxx
Xxxxxxx and Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
November
3, 2005
|
80.0
|
NE
2-12-32 W1M
|
111307317
|
Xxxxx
Xxx Xxxxxx
|
50%
M&M
|
March
15, 2006
|
80.0
|
NE
2-12-32 W1M
|
111307317
|
Cody
Xxxx Xxxxxx
|
50%
M&M
|
March
15, 2006
|
80.0
|
NW
2-12-32 W1M
|
111307328
|
Xxxxxx
Xxxxxx Xxxxxxx
|
100%
M&M
|
March
2, 2006
|
160.0
|
SE
3-12-32 W1M
|
111376403
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
NE
3-12-32 W1M
|
111376391
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
11
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
NW
3-12-32 W1M
|
111376414
111376447
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc. Coal
|
March
2, 2006
|
80.0
|
SW
3-12-32 W1M
|
111376425
111376436
|
Xxxxxx
Xxxxxx Xxxxxxx
|
50%
M&M Exc.Coal
|
March
2, 2006
|
80.0
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
Note:
The above list is subject to unintentional mistakes and
>omissions
and lists certain leases that have not been paid. Leases for
>acreage
that has not and may not be paid for will be subject to having
>the
mineral rights rescinded.
12
SCHEDULE
‘B’ - To the Assignment
Attached
to and forming part of an Assignment of Lease made effective the 24th day of
January, 2007 between Mogul Energy Ltd., as Assignor, and Mogul Energy
International, Inc., as Assignee.
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
NW
26-9-30 W1M
|
114143576
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
SW
26-9-30 W1M
|
114143598
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
SE
26-9-30 W1M
|
114143587
|
Xxxxxxx
Xxxxxxx
|
50%
M&M
|
April
8, 2006
|
80.0
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
40.0
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxxx
Xxxxxxx
|
25%
M&M
|
March
20, 2006
|
39.5
|
SE
31-9-30 W1M
|
112507556
|
Xxxxxx
Xxxxx Xxxxxxxx
|
25%
M&M
|
March
16, 2006
|
40.0
|
SW
31-9-30 W1M
|
112507545
|
Xxxxxx
Xxxxx Xxxxxxxx
|
25%
M&M
|
March
16, 2006
|
39.5
|
NW
35-9-30 W1M
|
112506656
|
Xxxxxxxx
Xxxx Xxxxx
|
2/3
M&M
|
April
5, 2006
|
106.67
|
NE
35-9-30 W1M
|
112506702
|
Xxxxxxxx
Xxxx Xxxxx
|
100%
M&M
|
April
5, 2006
|
160.0
|
NW
35-9-30 W1M
|
112506656
|
Xxxxxx
Xxxx Xxxxxxxx
|
1/3
M&M
|
April
11, 2006
|
53.34
|
SW
16-10-30 W1M
|
161412162
161412151
|
Xxxxxx
Xxxxx Xxxxxxxxx and
Xxxx
Xxxxxx Xxxxxxxxx
|
100%
M&M
|
March
21, 2006
|
143.32
|
NE
15-10-33 W1M
|
112689300
|
Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx and
Xxxx
Xxxxxxx Xxxxxx
|
100%
M&M
|
April
6, 2006
|
158.0
|
NW
15-10-33 W1M
|
112689298
|
Xxxxxxxx
Xxxxxx Xxxxxxx Xxxxxx and
Xxxx
Xxxxxxx Xxxxxx
|
100%
M&M
|
April
6, 2006
|
158.6
|
SE
21-10-33 W1M
|
161595850
|
Xxxxxxxx
Xxxxxx
|
100%
M&M
|
April
6, 2006
|
160.0
|
NW
21-10-33 W1M
|
120718144
|
Xxxxxxxx
Xxxxxx
|
50%
M&M except Coal
|
April
6, 2006
|
80.0
|
NE
28-11-32 W1M
|
112612698
|
Xxxxxxxx
Xxxx Xxxxxx
|
100%
M&M
|
April
25, 2006
|
160.0
|
SW
22-11-32 W1M
|
114236669
|
Xxxxxxxx
Xxxx Xxxxxx
|
50%
M&M
|
April
25, 2006
|
80.0
|
NW
22-11-32 W1M
|
114236658
|
Xxxxxxxx
Xxxx Xxxxxx
|
50%
M&M
|
April
25, 2006
|
80.0
|
NE
23-10-30 W1M
|
112597106
|
Xxxxxx-Xxxxx
XxXxxx and Xxxxx Xxxxxx XxXxxx
|
100%
M&M
|
March
28, 2006
|
160.0
|
SE
4-10-30 W1M
|
112597915
|
Xxxxxxx
Xxxxxx and Xxxxx Xxxxxx
|
100%
M&M
|
May
6, 2006
|
160.0
|
SW
4-10-30 W1M
|
112597791
|
Xxxxxxx
Xxxxxx and Xxxxx Xxxxxx
|
100%
M&M
|
May
6, 2006
|
160.0
|
NE
30-11-32 W1M
|
112612845
|
Xxxxxxxxxx
Sim
|
50%
M&M
|
April
1, 2006
|
80.0
|
NE
30-11-32 W1M
|
112612845
|
Xxxxx
Xxxxx
|
50%
M&M
|
April
1, 2006
|
80.0
|
NW
30-11-32 W1M
|
112612856
|
Xxxxxxxxxx
Sim
|
50%
M&M
|
April
1, 2006
|
82.21
|
13
Legal
Description
|
Parcel
No.
|
Lessor
|
Interest
|
Lease
Date
|
Net
Acres
|
NW
30-11-32 W1M
|
112612856
|
Xxxxx
Xxxxx
|
50%
M&M
|
April
1, 2006
|
82.21
|
SW
15-10-33 W1M
|
120718122
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
30, 2006
|
27.0
|
SE
15-10-33 W1M
|
120718111
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
30, 2006
|
27.0
|
NE
13-10-30 W1M
|
112597443
|
Xxxxx
Xxx Xxxxxx and Wardon Xxxxxx Xxxxxx
|
1/9
M/M
|
May
30, 2006
|
18.0
|
SW
15-10-33 W1M
|
120718122
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
31, 2006
|
27.0
|
SE
15-10-33 W1M
|
120718111
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/6
M/M except Coal
|
May
31, 2006
|
27.0
|
NE
13-10-30 W1M
|
112597443
|
Xxxxx
Xxxxxx Xxxxxx and Xxxxxx Xxxxx Xxxxxx
|
1/9
M/M except Coal
|
May
31, 2006
|
18.0
|
NW
33-10-30 W1M
|
112596734
|
Xxxxxxx
Xxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
SW
33-10-30 W1M
|
112596723
|
Xxxxxxx
Xxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
NW
33-10-30 W1M
|
112596723
|
Xxxxx
Xxxx Xxxxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
SW
33-10-33 W1M
|
112596734
|
Xxxxx
Xxxx Xxxxxxxxxx
|
25%
M&M
|
June
13, 2006
|
40.0
|
NE
7-11-32 W1M
|
112612991
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
40.0
|
NW
7-11-32 W1M
|
112613015
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
41.6
|
SE
7-11-32 W1M
|
112613004
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
40.0
|
SW
7-11-32 W1M
|
112613026
|
Xxxxxxxxx
Xxxxxx Xxxxxxx
|
25%
M&M
|
June
8, 2006
|
41.67
|
SW
34-11-32 W1M
|
114236524
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
NE
33-11-32 W1M
|
114236535
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
NW
33-11-32 W1M
|
114236546
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
SE
33-11-32 W1M
|
114236557
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
SW
33-11-32 W1M
|
114236568
|
Xxxxxxx
Xxxxx Xxxxxx, Personal Representative for the estate of Xxxxxx
Xxxxxxxxx
|
50%
M&M except Coal
|
June
28, 2006
|
80.5
|
Note:
The above list is subject to unintentional mistakes and
>omissions
and lists certain leases that have not been paid. Leases for
>acreage
that has not and may not be paid for will be subject to having
>the
mineral rights rescinded.
14