AMERICOMM CHEYENNE RIVER PROSPECT AGREEMENT
This agreement (Agreement), made and entered into this 4th day of March, 1998,
by and between Xxxx X. Xxxxxx, Xxxxxxx X. Xxxx, A. R. Xxxxxx and Xxxxxx X.
Xxxxxxxx, First Parties, (JBB&T) and Americomm Resources Corporation, a
Delaware corporation, Second Party (Americomm);
WITNESSETH:
Whereas JBB&T have identified the Cheyenne River Prospect, consisting of as
much as 400,000 acres located in Campbell, Converse, Niobrara and Weston
Counties, Wyoming, and including lands in Townships 37, 38, 39, 40, 41, and
42 North, Ranges 64, 65, 66, 67, 68, and 69 West, 6th P.M. (Entire Prospect)
which, based on the studies prepared by JBB&T, appear to have potential for
development of oil and gas production from the Newcastle and Xxxxx formations
through horizontal boreholes; and
Whereas JBB&T have heretofore entered into an agreement with United Utilities
Corporation concerning the following lands:
T 42N, R 66W - Sections 6, 7, 18, 19, 30, 31
T 42N, R 67W - All
T 42N, R 68W - Sections 1, 12, 13, 24, 25, 36
T 41N, R 66W - Section 6
T 41N, R 67W -Sections 1-6
T 41N, R 68W - Section 1
Containing about 35,840 acres (United Block); and
Whereas JBB&T and Americomm wish to enter into an agreement with
respect to all of the entire Prospect, except the United Block, which lands
are hereafter referred to as the "Prospect"; and
Whereas the lands in the Prospect consist of unleased federal and state lands,
unleased fee lands and some lands leased to others, including JBB&T, and the
unleased federal lands consist mostly of lands available for leasing by over-
the-counter filing, the balance being lands available by competitive bidding;
and
Whereas Americomm wishes to retain JBB&T to obtain the maximum
practicable oil and gas leasehold position for the benefit of
Americomm (but to be held temporarily by Xxxxxxx X. Xxxx as
trustee for Americomm) so that Americomm, as Operator, can drill
one or more horizontal boreholes in the Newcastle formation
according to specifications required by JBB&T;
NOW THEREFORE, in consideration of the mutal promises herein
contained, the parties agree as follows:
1. JBB&T will each use their best efforts to obtain, on behalf
of Americomm but in the name of Xxxxxxx X. Xxxx, oil and gas
leases covering lands in the Prospect beginning with federal and
State of Wyoming leases available over-the-counter and
competitively, when available for sale. Without further
authority than this Agreement, each of JBB&T are authorized to
obtain such leases at costs to Americomm not exceeding the
following:
A. As to leases available over-the-counter, currently
applicable filing fees ($75 per lease for federal leases and $25
per lease for state leases) and first year rentals ($1.50 per
acre and fees payable to third parties (such as Xxxxx Xxxx).
B. As to leases abvailable competitively, currently
applicable filing, sale costs and fees payable to third parties,
first year rentals and bonus consideration in each case to be
authorized by Americomm prior to each competitive lease sale.
C. As to leases now held or controlled by any of JBB&T,
$2.50 per acre plus currently applicable filing and administrative
fees.
D. As to leases held by others and fee leases, upon terms
to be approved in advance by Americomm.
E. In addition, as to categories of leases, A, B and D listed
above in subparagraphs A-D, a prospect fee of $1.00 per net acre
of all leases obtained shall be payable to Xxxx Xxxxxx and each of
JBB&T shall be entitled to an assignment or reservation of one
quarter of 3.75% of 8/8ths overriding royalty from each lease
obtained and all extensions and renewals thereof, proportionately
reduced in the case of partial interest leases. In the case of
leases which are burdened with royalties and/or overriding
royalties totaling more than 12.5% when acquired, the 3.75%
overriding royalty shall be decreased in the proportion that the
burdens exceeding 12.5% bear to 87.5%. In consideration of
services performed and to be performed under this Agreement, and
assuming Americomm receives an executed copy of the Representation
Letter attached hereto as Exhibit A, each of JBB&T shall be
entitled to receive, within ten days from the date of this
Agreement, certificates representing 125,000 shares of restricted
common voting stock of Americomm. None of JBB&T shall be entitled
to any other compensation for work done or services rendered prior
to the date of this Agreement, but shall be entitled to
compensation for services renered hereafter as specified in
paragraphs numbered 4 and 6 below.
2. Because United Utilities Corporation has orally indicated
its willingness to sell the leases which it owns in the United
Block to Americomm the Entire Prospect shall be deemed an area of
mutual interest (AMI) as more specifically defined by the map
attached hereto as Exhibit B, to the end that all oil and gas
leasehold interests acquired by any party to this Agreement, its
officers, directors, employees, subsidiaries, contractors, agents,
successors, heirs, personal representatives or assigns, or any
person or entity controlling, controlled by, or under common
control with, any party to this agreement, in any land within the
AMI, within five years from the date of this Agreement, shall be
subject to this Agreement and Americomm shall be entitled to
receive, at cost, assignment of the leasehold estate, subject to
the overriding royalty interests and prospect fee provided for
JBB&T hereunder.
3. It is the intent of this Agreement that Americomm shall
not be obligated to drill a well on the Prospect unless and until
oil and gas leases covering at least 100,000 acres of land within
the Prospect have been obtained for the benefit of Americomm.
Futhermore, even if 100,000 acres are obtained, Americomm shall
have no drilling obligation if it is unable, using its best
efforts, to obtain financing for a well, but if, within six months
following the acquisition of 100,000 acres, or within such shorter
time required by the Initial Unit Agreement (hereafter defined)
Americomm has been unable to finance the drilling of an initial
well, the parties agree that they will attempt to sell the Prospect
to someone willing and able to drill a well according to JBB&T's
specifications and the proceeds of such a sale, including all
overriding royalty owned by all parties, shall be shared equally
between Americomm (50%) and JBB&T (collectively 50%) after
Americomm has recovered all of its costs.
4. As soon as practicable, JBB&T will file over-the-counter
lease offers for the federal and state lands in the Prospect so
available and Americomm will deposit $234,500 in a special trust
account to be opened by Xxxxxxx X. Xxxx for the purposes of this
Agreement, to permit such acquisition and payment of the prospect
fee (estimated to be about 87,000 acres at $2.50 per acre for
federal lands and $2.00 per acre for state lands plus filing and
administrative fees of $4,000 plus a contingency about of $10,000 =
$234,500). Thereafter, from time to time as necessary, Americomm
may deposit additional funds in said account to permit additional
lease acquisitions under the terms of this Agreement. Other than
the prospect fee payable to Xxxx Xxxxxx, travel expenses,
administrative fees actually paid, The issuance of shares of common
stock set forth in pragraph 1 (E) and payments resulting from the
overriding royalty interest set forth in paragraph 1 (E) above, no
further payments will be made to any of JBB&T for acquiring newly
issued federal and state leases in the Prospect. Reasonable fees
for acquiring leases covering privately owned lands and leases held
by others will be negotiated when such acquisitions are authorized
by Americomm.
5. At such time as JBB&T has selected a location for the
initial well and has selected a logical unit boundary for a federal
exploratory unit encompassing such drillsite, and JBB&T has acquired
sufficient leases for Americomm so that Americomm will effectively
control such a proposed unit, JBB&T will initiate and diligently
pursue with the Bureau of Land Management the approval of a federal
exploratory unit (Initial Unit Agreement) for the
initial well on the Prospect. When approval of such a unit has
been obtained, the parties will use their best efforts to cause a
well to be drilled in such unit within the time allowed by the
Initial Unit Agreement which shall be subject to the approval of
Americomm.
6. Americomm will be designated as Unit Operator of all units
formed in the Prospect, but JBB&T will carry out the functions of
the Unit Operator and all operations shall be carried out in
accordance with specifications prescribed by JBB&T and a unit
operating agreement to be entered into by all working interest
owners who commit their interests to a unit. If a well is to be
drilled which is not in a unit, the working interest owners in the
spacing unit will enter into a joint operating agreement and will
be force pooled, if necessary. During the period that JBB&T are
carrying out the functions of the Unit Operator, JBB&T will receive
for their services reimbursement of their actual expenses plus an
overhead fee of $800 per month for each producing well, except
that, during any period of time when a well is being drilled,
completed or equiped for production, the overhead fee shall be the
customary amount for a horizontal well per month for that well. In
addition to the overhead fee, JBB&T shall be reimbursed by
Americomm for all travel expenses and outside
services, labor and materials they incur to carry out their duties.
At any time following the drilling and completion of the first well
under this agreement, Americomm may, at its option, assume
complete control of the Entire Prospect and of all functions of
JBB&T with respect thereto. None of JBB&T shall be entitled to any
compensation for any services performed prior to the date of this
agreement, except the prospect fee and overriding royalty interest
provided for in Paragraph 1 (E) above; however, if, after the date
of this Agreement, and with the advance approval of Americomm, any
of JBB&T (which include two geologists, an oil and gas lawyer and a
petroleum engineer) perform services which would normally be
contracted by a unit operator to professionals, consultants or
contractors, such individual shall be compensated by Americomm for
such services at such individual's usual fees plus expenses.
Included in this category of services will be all professional
services rendered in connection with the formation and approval of
units and obtaining of appropriate orders and permits from the BLM
and Wyoming Oil and Gas conservation Commission, Wyoming Department
of Environmental quality and local land use authorities, as well
as professional geological, engineering, land and legal services
rendered in preparation for and during the drilling, completion and
equipping of a well, and all title work, including work done to
prepare the unit agreement and drilling, division order and security
title opinions.
7. Americomm will promptly obtain authority to do business in
Wyoming and will, at appropriate times, provide surety or cash bonds
and insurance coverage required of a unit operator. Initially,
Americomm's bills will be paid by Xxxxxxx X. Xxxx out of the special
trust account described above and monthly accountings will be
rendered to Americomm. As soon as convenient, however, and before
the intitial well is spudded, Americomm will
take over such functions, including joint interest billing, if any,
and distribution of proceeds of production if not handled by
production purchasers. Prior to incurring any substantial costs for
the initial well and any other operation, JBB&T will prepare and
submit for approval to Americomm, and to other working interest
owners in a Unit, if any, as required by the unit operating
agreement, an AFE.
8. Unless and until Americomm decides to take title to leases in
its own name, all leases obtained under this agreement shall be held
nominally by Xxxxxxx X. Xxxx, who, nevertheless, shall hold them in
trust for Americomm. Within five days of obtaining a lease on behalf
of Americomm under this Agreement, Xxxxxxx X. Xxxx shall deliver to
Americomm (reserving, however, the JBB&T overriding royalty interest
provided for herein), which assignment shall be duly executed and in
proper form for filing. Americomm may file such assignments at any
time, in its sole discretion. Americomm agrees to pay all filing and
recording fees and rentals at least to the first anniversary of all
leases obtained hereunder. If Americomm decides to surrender any
leases obtained hereunder or permit any lease to expire, Americomm
shall notify JBB&T of that decision at least sixty days before the
anniversary or surrender date of the lease and offer to assign the
lease to JBB&T without charge. any such assignment shall be free of
all burdens other than the JBB&T overriding royalty interest provided
for herein and other burdens which may have existed prior to the
acquisition of the lease by Americomm or which may have been
authorized in writing by any of JBB&T. In the case of the first
anniversary date of any
lease, the notice period shall be at least 30 days rather than 60
days.
9. Each of the parties represents that it has employed no
brokers in connection with this transaction who can claim a
commission or finders fee from the other party, and each party
represents and warrants that it will pay all commissions owed to
any broker or finder employed by it and indemify the other party
against any liability therefor. It is agreed that services
performed by Xxxxxx Xxxxx were performed for Americomm and not
for
any of JBB&T.
10. All benefits accruing to JBB&T hereunder after the date of
the agreement shall be divided as follows:
A. All prospect fees shall be paid to Xxxx X. Xxxxxx.
B. The JBB&T overriding royalty interest and the 500,000
shares of Americomm stock shall be owned equally and assigned
separately to Xxxx X. Xxxxxx, Xxxxxxx X. Xxxx, A. R. Xxxxxx and
Xxxxxx X. Xxxxxxxx.
C. All payments for professional services and expenses
rendered or incurred by any of JBB&T which are approved by
Americomm as provided in Paragraph 6 above shall be payable to
the individual who performs the services or incurs the expenses;
provided, however, that Americomm may pay the same to Xxxxxxx X.
Xxxx, as trustee, for further distribution to the person
entitled.
11. All future services to be rendered by Xxxxxx X. Xxxxxxxx
under this agreement may be deemed rendered by Xxxxxxxx' Geo
Discovery, Inc. a Colorado corporation, of which Xxxxxx X.
Xxxxxxxx is President.
12. The courts of the State of Wyoming and the United States
District Court for the District of Wyoming shall have exclusive
jurisdiction of any disputes which may arise under this Agreement
and all such disputes shall be governed by Wyoming law (without
regard to its choice of law rules).
13. This Agreement is not intended to create, or to imply
that there exists, a joint venture or a partnership between any
of the four individuals defined herein as JBB&T or between any
such individuals and Americomm.
14. This Agreement shall be deemed to have been drafted by
all of the parties hereto. Rights under this Agreement are
freely assignable but duties are not. If any of JBB&T shall die
or become disabled before this Agreement is fully performed, the
surviving individuals shall assume the duties of such person and
may employ, at the expense of Americomm, such professional
assistance as is necessary to perform such duties.
15. This agreement may be executed in counterparts with the
same effect as if all parties had executed a single agreement.
In witness whereof the parties have hereunto set their hands
the day and year first above written.
AMERICOMM RESOURCES CORPORATION
Xxxxxx X. Xxxxxxx
President
March 5, 1998
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxx, individually and
as Trustee for Americomm Resources
Corporation
A. R. Xxxxxx
Xxxxxx X. Xxxxxxxx
EXHIBIT A
Americomm Resources Corporation
Suite 305
0 X. 0xx Xxxxxx
Xxxxx, Xxxxxxxx 00000-0000
Gentlemen:
In consideration of Americomm's agreement to issue an
aggregate of 125,000 shares of restricted common stock, par
value $.001 per share (the "Share") to the undersigned in
accordance with the terms and provisions of the Americomm
Cheyenne River Prospect Agreement dated as of March 4, 1998,
the undersigned hereby represents, warrants and convenants to
Americomm as follows:
1. The undersigned is acquiring the Shares solely for
their own account, for investment purposes only and not with a
view to resale or distribution, or for the account, in whole or
in part, of others. The undersigned understands that the
Shares are not registered under the Securities Act of 1933, as
amended (the "Securities Act") or applicable state securities
laws, the Company has not undertaken to register the Shares
thereunder and such securities must be held indefinitely,
unless the subsequent disposition thereof is registered under
the Securities Act and applicable state securities laws or an
exemption from such registration is available. The undersigned
understands that the exemption from registration afforded by
certain rules and regulations under the Securities Act depends
upon the satisfaction of various conditions and that, if
applicable, such rules and regulations may afford the basis for
sales of the Shares only in limited amounts. The undersigned
is able to bear the substantial economic risk of an investment
in the Shares, including a complete loss thereof, for an
indefinite period of time. The undersigned has no need for
liquidity in this investment and has no reason to anticipate
any change in circumstances, financial or otherwise, or other
particular occasion or event which might cause or require the
undersigned to attempt to sell or transfer any of the Shares.
2. The undersigned acknowledges that the certificates
representing the Shares, and any substitutions or replacements
thereof, shall bear a legend in substantially the following
form:
("The Shares represented by this certificate have not
been registered under the Securities Act of 1933, as amended,
or state securities laws, and may not be sold, hypothecated or
otherwise transferred or disposed of in the abscence of such
registration, unless an exemption from the requirement of such
registration is available under the circumstances at the time
obtaining and demonstrated by opinion of counsel satisfactory
to the Company."
3. The undersigned further represents and warrants
that in order to make an informed decision in connection with
the purchase of the Share:
(i) the undersigned has received a copy of
Americomm's Annual Report on Form 10-KSB for the
year ended December 31, 1996, the Quarterly Reports
on Form 10-QSB for the quarters ended March 31, June
30 and September 30, 1997, press releases since
January 1, 1997, a description of Americomm's
business and the Shares (collectively, the
"Disclosure Documents");
(ii) the undersigned or his agent or attorney, (A)
has been provided with sufficient information with
respect to the business of Americomm and has
carefully reviewed the same including, without
limitation, the Disclosure Documents; (B) has been
provided with such additional information with
respect to Americomm, including any exhibits to the
Disclosure Documents, as he or his agent or attorney
has requested; (C) has had the opportunity to discuss
such information with members of the management of
Americomm and any questions that he had with respect
thereto have been answered to his full satisfaction;
and (D) has reviewed the merits and risks of an
investment in the Shares with tax and legal counsel
and with an investment advisor to the extent he has
deemed advisable, and with respect to such
considerations, the undersigned has relied solely on
the advice of his own qualified advisors, to the
extent the undersigned has deemed appropriate; and
(iii) the undersigned recognizes that an investment
in the Shares involves a number of significant risks,
including, without limitation, those set forth in the
Disclosure Documents previously delivered to the
undersigned; the undersigned, or his agent or attorney,
has such knowledge and experience in financial and
business matters as to be capable of evaluating the
merits and risks of an investment in the Shares.
4. No oral or written representations have been
made or oral or written information furnished to the
undersigned or the undersigned's advisors in
connection with the issuance of the Shares which were
in any way inconsistent with the information provided
to the undersigned in the Disclosure Documents. The
undersigned acknowledges that the Disclosure
Documents replace and supersede any and all
information delivered prior to delivery of the
Disclosure Documents.
5. The undersigned is not subscribing to purchase
the Shares as a result of or subsequent to any
advertisement, article, notice or other communication
published in any newspaper, magazine or similar media
or broadcast over television or radio, or presented
at any seminar or meeting, or any solicitation of a
subscription by a person not previously know to the
undersigned in connection with investments in
securities generally.
6. The undersigned is executing and delivering
this Agreement with full awareness of its
implications and in recognition of the fact that
Americomm is relying on the undersigned's
representations and warranties in selling the Shares
to the undersigned, and that Americomm and other
investors may be damaged if such representations or
warranties are incorrect.
7. If the undersigned is a resident of the State
of Texas, the undersigned's investment in the Shares
does not exceed 20% of either the undersigned's net
worth or the joint net worth of the undersigned and
his spouse.
IN WITNESS WHEREOF, the undersigned has executed this
document as of March 5, 1998.
EXHIBIT B
