Exhibit 10.1
INTEREST PURCHASE AGREEMENT
THIS INTEREST PURCHASE AGREEMENT ("Agreement") is entered into as of this
13th day of December, 2006, by and between Siberian Energy Group Inc., a Nevada
corporation ("Buyer", "SEG") and Key Brokerage LLC., a Delaware limited
liability company ("Seller").
WITNESSETH:
A. Seller is the sole owner of Kondaneftegaz LLC ("Kondaneftegaz")(the
"Company"), registration number - 1048600002901, 8601022853, which is
located in the Khanty-Mansiysk autonomos district of western Siberia and which
was created in 2004 for the purpose of oil and gas exploration in the region.
Kondaneftegaz applied for exploration and production license on Krasnoleninski
parcel in the Khanty-Mansiysk district, which will be auctioned in the first
half of 2007. In addition, Kondaneftegaz has applied for 9 parcels in
Karabashskaia area of Khanty-Mansiysk district.
B. Pursuant to the Option agreement dated September 14, 2006 and
following the due diligence review by the Buyer, the Buyer desires to buy from
Seller a 100% interest in Kondaneftegaz ("Interest") and Seller desires to sell
the Interest to Buyer according to the terms and subject to the conditions set
forth in this Agreement.
AGREEMENT
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In consideration of the foregoing and the mutual promises contained herein,
the parties agree as follows:
1. PURCHASE AND SALE OF INTEREST. Upon the terms and subject to the
conditions set forth in this Agreement, Seller hereby sells, assigns, transfers
and conveys the Interest to Buyer, and Buyer hereby purchases, obtains and
acquires the Interest from Seller. Simultaneously with the transfer of the
Interest, the Seller is transferring the geological information package on
Karabashki zone of Khanty-Mansiysk Autonomous district (Tuymen region of
Russian Federation) ("Geological Data") into the ownership of the Buyer.
Geological data to be transferred is listed in Appendix 1 to this Agreement.
Price of Geological data is included in the total purchase price as per item 2.
2. PURCHASE PRICE. In consideration of and in exchange for the sale,
assignment, transfer and conveyance of the Interest and of the Geological Data,
Buyer agrees to issue to Seller, 1,900,000 (One million nine hundred thousand)
shares of the common stock of Siberian Energy Group Inc., a Nevada corporation,
(the "Stock"). On the Closing Date the Stock shall be delivered to Seller
through certificates, properly endorsed for transfer to the Seller (or as the
Seller may direct).
The Stock shall be non-registered and subject to restrictions. "Restricted"
securities have the meaning as that term is defined in Rule 144 of the
Securities Act of 1933 and may not be offered for sale, sold or otherwise
transferred except pursuant to a registration statement or a valid exemption
from registration.
3. CONDITIONS AND CLOSING
(a) Seller shall procure that the Buyer acquires good title to the
Company's Interests, free from any Encumbrance;
(b) Closing shall take place in New York, NY ten Business Days
following the date of this Agreement, or at such other place or on such other
date as may be agreed between the Seller and the Buyer (the "Closing Date"). At
the Closing, Buyer shall deliver to Seller certificates evidencing the number of
shares of Stock specified in Sections 2 hereof, and Seller shall deliver to
Buyer an assignment of the Interest, in the form attached as Exhibit A.
(d) The Seller is responsible to make the appropriate change of
ownership in the registration documents of the Company and certify the change in
the government registration body of Russian Federation within 10 days after
closing.
4. ASSIGNMENT OF THE INTEREST. From and after the Closing, all equitable
and legal rights, title and interests in and to the Interest shall be owned,
held and exercised by Buyer.
5. ASSIGNMENTS OF THE STOCK. From and after the Closing, all equitable
and legal rights, title and interests in and to the Stock shall be owned, held
and exercised by the Seller. Siberian Energy Group Inc. shall, issue
certificates to the Seller (or as the Seller may direct) for the number of
shares of Stock as specified in Section 2 above.
6. INVESTMENT REPRESENTATIONS OF BUYER. Buyer hereby represents and
warrants to the Seller as follows:
(a) Buyer understands that the Interest in Kondaneftegaz has not been
registered under the Securities Act of 1933 (the "1933 Act") or the laws of any
state, and the transactions contemplated hereby are being undertaken in reliance
upon an exemption from the registration requirements of the 1933 Act, and
reliance upon such exemption is based upon Buyer's representations, warranties
and agreements contained in this Agreement.
(b) Buyer has received and carefully reviewed all information
necessary to enable Buyer to evaluate its investment in the Company. Buyer has
been given the opportunity to ask questions of and to receive answers from the
Company concerning its business and the Interest, and to obtain such additional
written information necessary to verify the accuracy thereof.
(c) Buyer is aware that the purchase of the Interest is speculative
and involves a high degree of risk. Buyer is aware that there is no guarantee
that Buyer will realize any gain from his acquisition of the Interest. Buyer
further understands that Buyer could lose the entire amount of its investment.
(d) Buyer understands that no federal or state agency or other
authority has made any finding or determination regarding the fairness of the
offer, sale and/or issuance of the Interest or has made any recommendation or
endorsement thereof or has passed in any way upon this Agreement.
(e) Buyer: (i) is acquiring the Interest solely for Buyer's own
account for investment purposes only and not with a view toward resale or
distribution thereof, in whole or in part, (ii) has no tract, undertaking,
agreement or arrangement, in existence or contemplated, to sell, pledge,
assign or otherwise transfer the Interest to any other person, and (iii) agrees
not to sell or otherwise transfer the Interest unless and until it is
subsequently registered under the 1933 Act and any applicable state securities
laws, or unless an exemption from any such requirement is available.
(f) Buyer is financially able to bear the economic risk of an
investment in the Interest, including the ability to hold the Interest
indefinitely and to afford a complete loss of its investment in the Interest.
Buyer has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the acquisition of the
Interest.
7. INVESTMENT REPRESENTATIONS OF SELLERS. The Seller hereby represents
and warrants to Buyer as follows:
(a) Seller has received and carefully reviewed all information
necessary to enable Seller to evaluate the investment represented by the Stock
in Siberian Energy Group Inc. Seller has been given the opportunity to ask
questions of and to receive answers from Siberian Energy Group Inc. concerning
its business and the Stock, and to obtain such additional written information
necessary to verify the accuracy thereof.
(b) Seller is aware that the Stock is speculative and involves a
high degree of risk. Seller is aware that there is no guarantee that Seller will
realize any gain from ownership of the Stock. Seller further understands that it
could lose the entire amount of its investment.
(c) Seller is financially able to bear the economic risk of an
investment in the Stock, including the ability to hold the Stock indefinitely
and to afford a complete loss of its investment in the Stock. Seller has
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risk of the acquisition of the Stock.
(d) The Seller was not furnished any offering literature or
memorandum;
(e) The Seller recognizes that the Stock has not been registered
under the Securities Act of 1933, as amended ("Act"), nor under the securities
laws of any state and, therefore, cannot be resold unless resale of the
Stock is registered under the Act or unless an exemption from registration is
available; no public agency has passed upon the fairness of the terms of the
offering; the undersigned may not sell the Shares without registering them
under the Act and any applicable state securities laws unless exemptions
from such registration requirements are available with respect to any such
sale;
(f) The undersigned is acquiring the Stock for its own account
for long-term investment and not with a view toward resale, fractionalization or
division, or distribution thereof, and it does not presently have any reason to
anticipate any change in its circumstances, financial or otherwise, or
particular occasion or event which would necessitate or require its sale or
distribution of the Stock. No one other than the Seller has any beneficial
interest in said Stock;
(g) The Seller acknowledges that it is an Accredited Investor as
defined in Section 501 of Regulation D under the Securities Act of 1933, as
amended, as adopted by the Securities and Exchange Commission.
8. CONDITIONS TO OBLIGATIONS OF BUYER. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment of each of the following conditions:
(a) On the Closing Date, Seller shall be the sole legal and
beneficial owner of the Interest, free and clear of all claims, liens,
mortgages, charges, security interests, encumbrances and other restrictions and
limitations of any kind and nature whatsoever.
(b) By the Closing Date, any and all necessary consents,
authorizations, orders or approvals for transfer of the Interest shall have been
obtained.
(c) Neither the execution or delivery of this Agreement nor the
performance of its obligations hereunder will conflict with or result in a
breach of or constitute a default under or result in the creation of or an
imposition of a lien upon any of the properties or assets of Seller or any
agreement too which Seller may be a party or by which its property or assets may
be subject.
9. CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of Seller to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment of each of the following conditions:
(a) On the Closing Date, Buyer shall be the sole legal and beneficial
owner of the Stock, free and clear of all claims, liens, charges, security
interest, encumbrances and other restrictions and limitations of any kind or
nature whatsoever.
(b) On the Closing Date, any and all necessary consents,
authorizations, orders or approvals for transfer of the Stock shall have been
obtained.
(c) Neither the execution or delivery of this Agreement nor the
performance of its obligation hereunder will conflict with or result in a breach
of or constitute a default under or result in the creation of or an imposition
of a lien upon any of the properties or assets of Buyer or any agreement to
which Buyer may be a party or by which its property or assets may be subject.
10. MISCELLANEOUS.
(a) This Agreement represents the entire agreement between the
parties hereto with respect to the transactions contemplated hereby and
supersedes all prior agreements with respect thereto, whether written or oral.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard, however, to such
jurisdiction's principles of conflict of laws.
(c) This Agreement may be executed in counterpart originals, each of
which shall be an original, but all of which shall constitute only one
Agreement. A facsimile signature of any party will be binding on that party, and
any facsimile communication shall be immediately followed by a hard copy
containing such signature.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have executed this Interest Purchase
Agreement as of the day and year first written above.
BUYER
SIBERIAN ENERGY GROUP INC.,
a Nevada corporation
address: 000 Xxxxxxx Xxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000
By:/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, CEO and Chairman of the Board
SELLER:
KEY BROKERAGE LLC.,
a Delaware limited liability company
address: 0000-000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx district, Delaware
By:/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
EXHIBIT A
ASSIGNMENT OF MEMBERSHIP INTEREST
FOR VALUE RECEIVED, Key Brokerage LLC, a Delaware limited liability company
("Assignor"), herewith sells, assigns, transfers and conveys to Siberian Energy
Group Inc. a Nevada corporation ("Assignee"), the Assignor's rights, title and
interests as member of and in Kondaneftegaz LLC, a Russian limited liability
company (the "Company"), which shall comprise one hundred percent (100%) capital
and profits interest in the Company, including 100% share in the charter capital
in amount of 10,000 Russian rubles, 100% share of net assets and profits of the
Company, distributions and liquidation rights in the Company and voting and
management rights and powers in the Company in proportion to the assigned
interest in the Company.
This Assignment of Interest in the Company is made, delivered and shall be
effective on the date hereof in accordance with and in complete satisfaction of
the requirements of the Charter of Kondaneftegaz LLC of 26 April, 2005.
IN WITNESS WHEREOF, Assignor has executed this Assignment by and through
its members this ___ day of December, 2006.
KEY BROKERAGE LLC.,
a Delaware limited liability company
address: 0000-000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxx Xxxxxx district, Delaware
By:
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Xxxxxxxx Xxxxxx, President
APPENDIX 1
To the Interest Purchase Agreement
List of Geological information on Karabashki zone of Xxxxxx-Xxxxx Autonomous
area (Tuymen region of Russian Federation).
No. Item
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1. Description of 11 deposits and areas adjacent to the license areas of
Karabashskaya zone.
2. Well logs (1:500 scale) over 11 deposits (11 xxxxx).
3. Stratigraphic division with identification of stages, formations,
subformations, members (approximately 350 xxxxx).
4. Oil analyses (approximately 50 analyses).
5. Gas analyses (approximately 50 analyses).
6. Characteristics of pay zone parameters of deposits (7 pages of computer
typed text).
7. Distribution of hydrocarbon accumulations, oil and gas plays over 11
deposits (areas) (table, 2 pages).
8. Time seismic sections of the deposits.
9. Fragments of regional seismic lines in the region of the license areas (4
fragments).
10. Structural maps of the deposits along the seismic horizon B (Bazhenov
formation) (11 maps).
11. General map of the region of the license area location (1 map, 1:1 000
000 scale).
12. The State Committee of the RSFSR on Geology and Subsoil Utilization
'Ural Regional Geological Committee 'Uralgeologia'. Bazhenov Geophysical
Expedition. "Report on Results of Geodetic Surveys, Carried out by
Severouralskaya Crew along the Regional Lines P-14 and Kotliyskiy
in Tyumen and Sverdlovsk Regions in 1990-1992". Scale 1:200 000,
P-41-VII, VIII, XIX, XXV in four books and 2 folders, settlement
Sheelit, 1992.
13. Bliznetsov M.T., Zerchaninova L.A. and others. "Report on Results of
Regional Seismic Surveys along Lines 3, 5, 99, 100 in Kondinskiy
Administrative Region of the Xxxxxx-Xxxxx Autonomous Area of the
Tyumen region in 1998-2000", enclosed: 193 pages, 62 figures, 11
tables, 31 pages of graphical enclosure, bibliography 40 pages.
Bazhenov Geophysical expedition, P-41-XXXIV", P-41-XXXV, 0-41-IV,
0-41-V.
14. The Xxxxxx-Xxxxx Autonomous Area, the Tyumen region, Bazhenov
Geophysical Expedition "Report on Results of Regional Seismic Surveys
along Lines 5, 99a, 101 (South of Shaimskaya Zone) in Kondinskiy
Administrative Region of the Xxxxxx-Xxxxx Autonomous Area of the Tyumen
Region in 2000-2001" Uralskaya crew No.12 (1 book, 1 folder)
Zarechny, 2001.
15. Bazhenov Geophysical Expedition "Brief Informational Geological Report
on Main Results and Volumes of Works, Carried out during 9 Months of
2006 over the Object 'Seismic Surveys along Fragments of Regional
Seismic Lines No.98 and No.11 in Trans-Ural Part of West-Siberian
Oil-and-gas Province".