RIGHT OF FIRST REFUSAL AGREEMENT
--------------------------------
This Right of First Refusal Agreement ("Agreement") is entered into on this
5th day of April, 2004, ("Effective Date") between XXXXX X. XXXXX OR ASSIGNS
("Rock") and PETROSEARCH CORPORATION ("Petrosearch").
RECITALS:
A. Petrosearch, through its several existing subsidiaries, is in the
business of locating, acquiring and developing oil and gas prospects in several
oil and gas producing regions of the United States and has implemented a
business plan to expand the number of direct subsidiaries and development
projects. The defined term Petrosearch means Petrosearch Corporation and its
subsidiaries, and Petrosearch Corporation agrees to cause its subsidiaries to
perform this Agreement.
B. Petrosearch desires to implement a relationship with Rock allowing
Rock an opportunity to acquire, on a right of first refusal basis, up to one
hundred percent (100%) of the drilling rights and obligations of the Petrosearch
subsidiaries in the various projects, subject to the specific terms, conditions
and limitations described herein.
TERMS OF AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Petrosearch and Rock agree as follows:
1. EXCLUDED SUBSIDIARY PROJECTS. This Agreement shall not apply to the
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exploration and development projects of TK Petrosearch, L.L.C. in the Blue Ridge
Dome of Fort Bend County, Texas, and shall not apply to fifty percent (50%) of
the available drilling rights and obligations of Guidance Petrosearch, L.L.C. in
the Williston Basin region of North Dakota ("Excluded Prospects"), unless Rock
purchases Guidance Petrosearch, L.L.C's interest in the Xxxxxx 18-1 well, in
which event all of the available Guidance Petrosearch, L.L.C. participation
rights will be subject to this agreement Petrosearch covenants and agrees that
other than these Excluded Prospects, and while this Agreement is in force and
effect, all existing and future subsidiaries of Petrosearch shall be subject to
this Agreement and no existing or future prospect or portion of a prospect will
be titled in TK Petrosearch, L.L.C. or in Guidance Petrosearch, L.L.C. so as to
make it unavailable to Rock. This non-circumvention covenant shall not apply to
future new leases, renewal leases or farmouts in the Blue Ridge Dome Field which
are acquired by TK Petrosearch, L.L.C., or to 50% of future new leases, renewal
leases or farmouts taken by Guidance Petrosearch, L.L.C, in the specific Xxxxx
County, North Dakota acreage described in Exhibit "A-1" attached hereto, and
such identified future acquisitions, if any, shall remain Excluded Prospects.
2. IDENTIFICATION OF EXISTING OR CONTEMPLATED PROJECTS. This Agreement
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shall apply to the following named projects of existing or contemplated
Petrosearch subsidiaries, and the Excluded Prospects (if the Excluded Prospects
are included as set forth in Paragraph 1 above), as well as future projects
which are acquired and developed in the future by
1
Petrosearch subsidiaries while this Agreement is in force and effect. For
purposes hereof, those projects which are identified as "Category 1" are
considered by Petrosearch management to have undergone preliminary technical
review and approval by Petrosearch management and shall be subject to the
shorter time period for election and funding by Rock described in paragraph 6
below.
SUBSIDIARIES AND CATEGORY
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NAME OF PROJECT LOCATION CATEGORY 1 OR 2 INITIAL FUNDING
------------------ ------------ --------------- ---------------
1) Guidance North Dakota 1 $ 130,000
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2) Rocky Ridge North Dakota 1 $ 75,000
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3) Xxxxxxxxxx Xxxxx Xxxxxx 0 $ 50,000
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4) OPES Petro North Dakota 1 $ 50,000
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5) Alliance North Dakota 1 $ 50,000
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6) Champion North Dakota 1 $ 50,000
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7) Heisman North Dakota 1 $ 50,000
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8) O'Brien North Dakota 1 $ 50,000
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9) Buena Vista Mississippi 1 $ 25,000
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10) Cavalier Texas 2
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11) Rocky Mountain Montana 1 $ 100,000
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12) Xxxxx Valley Montana 2
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13) Big Sky Montana 1 $ 10,000
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14) Xxxxx #1 Montana 2
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15) Xxxxx #2 Montana 2
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16) Xxxxxx #1 Montana 2
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17) Xxxxxx # 2 Montana 2
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18) Pursuit Texas 1 $ 290,000
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TOTAL $ 930,000
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Category 1 = Accepted and Funded within 15 Days
Category 2 = Reviewed within 30 days, funded within 15 days thereafter.
3. RIGHT OF REFUSAL. Petrosearch hereby grants to Rock during the Term
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hereof, a right of first refusal to acquire up to one hundred percent (100%) of
the drilling obligations and drilling rights of each particular Petrosearch
subsidiary in the projects identified in paragraph 2 above and any future
exploration and development projects which are made available to Petrosearch and
deemed acceptable to Petrosearch management during the Term hereof. Rock's
election to acquire less than one hundred percent (100%) of the interests
available to the Petrosearch subsidiary or, alternatively, Rock's election to
decline to participate in a project altogether shall not affect or impair Rock's
right to participate in other available prospects so long as the Minimum Funding
Threshold described in paragraph 4 below is achieved by Rock and subject to
compliance with the "drill or drop" terms set forth in the Joint Operating
Agreement pertaining to each project referenced in paragraph 6 below.
2
4. TERM OF AGREEMENT. This Agreement shall continue in force for a term
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of one (1) year ("Term") unless extended by the terms of this Paragraph 4. The
Term may be extended by Rock for successive 1-year periods by written notice
from Rock to Petrosearch prior to the expiration of a given Term in the event
either of the following occur: (i) Rock funds the projects or interests in the
projects of its choice during the Term and any extended Term to the extent of a
minimum of THREE MILLION DOLLARS ($3,000,000.00) per each year of the Term or
any extended Term, excluding sums expended, if any, for the acquisition of
producing oil or gas xxxxx or producing fields ("Minimum Funding Threshold") or
(ii) Petrosearch does not offer Rock a right of first refusal on properties (in
addition to these identified in categories 1 and 2), which, if accepted by Rock
would have required funding of at least $5,000,000 in any given year (commencing
on the Effective Date). For purposes hereof, the Minimum Funding Threshold
shall be measured during each twelve (12) month period which commences with the
Effective Date hereof and ends with each anniversary of Such Effective Date and
shall exclude post completion operating expenses which are paid by Rock.
Sums in excess of $3,000,000.00 expended by Rock in a given 12-month
measurement period shall carry over to the succeeding 12-month periods for
purposes of determining compliance with the Minimum Funding Threshold. By way
of example, the funding by Rock of Six Million Dollars ($6,000,000) during the
initial one-year term of this agreement shall serve to meet the obligations for
the succeeding one-year term. The sum total of expenditures by Rock in one year
cannot extend additional terms beyond one additional term or the succeeding
term. The expenditures which shall be included in the Minimum Funding
Threshold are lease or prospect acquisition costs, title examination costs, fees
to geologic, geophysical and mapping consultants, drilling and exploration costs
and expenses, and operating fees. Expenditures which shall be excluded are the
accounting and legal fees incurred by Rock with its chosen professionals in
connection with this Agreement and future agreements related to a prospect, as
well as fees incurred by Rock to third party technical consultants engaged by
Rock to independently review or verify information regarding a contemplated
project. The failure by Rock to achieve the Minimum Funding Threshold shall not
affect the duration of the initial Term but shall preclude Rock's right to
extend the Term of this Agreement unless Petrosearch does not offer additional
properties to Rock as set forth herein, in which case Rock has the option to
extend the Term regardless of whether Rock meets the Minimum Funding Threshold.
5. SUBMISSION OF AVAILABLE INFORMATION AND CONFIDENTIALITY. Rock
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acknowledges that simultaneously with the execution of this Agreement, it has
been furnished with information regarding each of the Category 1 projects listed
in paragraph 2 above (collectively with any supplemental information hereinafter
provided to Rock regarding any project known as the "Evaluation Material"). Rock
further acknowledges to abide by the following terms and covenants regarding the
Evaluation Material, as to which the term "Evaluation party" shall refer to Rock
and members of its management and "Company" shall refer to Petrosearch and the
subsidiary in control of the project:
(a) The Evaluation Material shall be kept confidential and shall not
(a) without Petrosearch's prior written consent, be disclosed by
Evaluation Party or his officers, directors, agents, representatives,
employees, contractors, partners, affiliated entities or venturers in
any manner whatsoever, in whole or in part,
3
except as provided in paragraph 4 hereinafter, and (b) be used by
Evaluation Party, his officers, directors, agents, representatives,
employees, contractors, partners, or venturers for any purpose other
than in connection with the proposed transaction. Moreover, Evaluation
Party agrees to reveal the Evaluation Material only to such of his
officers, directors, agents, representatives, employees, contractors,
partners, affiliates or venturers who display a need to know such
information for the purpose of evaluating the proposed transaction,
who are informed by Evaluation Party of the confidential nature of the
Evaluation Material, and who agree to act in accordance with the terms
and conditions of this Agreement. Evaluation Party shall at all times
be responsible for maintaining the confidentiality of the Evaluation
Material and from preventing any unpermitted disclosure thereof by any
of his officers, agents, representatives, employees, contractors,
partners, affiliates or venturers.
(b) All copies (except one copy for the purposes of litigation) of
the Evaluation Material will be returned to Company promptly upon
request. That portion of the Evaluation Material which consists of
analyses, compilations, forecasts, projections, studies, or other
documents prepared by Evaluation Party, his officers, directors,
agents, representatives, employees, contractors, partners or venturers
will be destroyed by Evaluation Party upon Company's request, and
Evaluation Party shall provide Company with a certification of
destruction and thereafter, any oral Evaluation Material shall
continue to be maintained as confidential within the meaning of this
Agreement.
(c) The term "Evaluation Material" shall not include such portions of
the Evaluation Material which (a) are or become generally available to
the public other than as a result of disclosure by Evaluation Party,
his officers, directors, agents, representatives, employees,
contractors, partners or venturers (b) was rightfully available to
Evaluation Party prior to its disclosure to Evaluation Party on a
non-confidential basis by Company or (c) become rightfully available
to Evaluation Party on a non-confidential basis through a source other
than Company, provided that such source is not known by Evaluation
Party to be bound by a confidentiality agreement with Company or
otherwise known to Evaluation Party to be prohibited from transmitting
the information to Evaluation Party by contractual, legal or fiduciary
obligation.
(d) In the event that Evaluation Party or anyone to whom the
Evaluation Material is transmitted becomes legally compelled by order
of a court or tribunal of competent jurisdiction to disclose any of
the Evaluation Material, Evaluation Party shall provide Company with
prompt notice so that Company may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order or other remedy is
not obtained, or in the event that Company waives compliance with the
provisions of this Agreement, Evaluation Party shall furnish only that
portion of the Evaluation Material which Evaluation Party is advised
by counsel is legally required by the court or tribunal, and will
exercise its reasonable efforts
4
to ensure that confidential treatment will be accorded the Evaluation
Material so furnished.
(e) Evaluation Party acknowledges that neither Company nor its
officers, directors, shareholders, agents, representatives,
contractors, partners, affiliates or venturers, makes any express or
implied representation or warranty as to the accuracy or completeness
of the Evaluation Material and none of such parties shall have any
liability to the Evaluation Party or to any of Evaluation Party's
officers, directors, agents, representatives, employees, contractors,
partners or venturers, that may be based upon the Evaluation Material
or its use by them. Evaluation Party agrees that he is not entitled to
rely on the accuracy or completeness of the Evaluation Material and
that he shall be entitled to rely solely on the written
representations and warranties, if any, made to Evaluation Party by
Company in any final agreement regarding the proposed transaction.
(f) Evaluation Party further agrees that for a period of thirty six
(36) months following the date of this Agreement, Evaluation Party
shall refrain and shall cause his officers, directors, shareholders,
employees, contractors, agents, representatives, partners, affiliates
and venturers to refrain from negotiating for exploration leases or
options in each project area, or from otherwise competing with Company
in its current and intended efforts to secure exploration rights in
the Subject Area.
(g) The undersigned parties acknowledge and agree that remedies at
law may be inadequate to protect against breach of the covenants and
understandings set forth in this Agreement, and thus, in addition to
all other remedies available at law or equity to either party, all
parties hereto agree in advance to the granting of injunctive relief
in favor of the other party without proof of actual damages.
6. NOTICE, ELECTION AND FUNDING PROCEDURES. Upon execution hereof, Rock
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shall have fifteen (15) days to fund the initial payment sums identified in the
Funding Requirements Schedule attached hereto as Exhibit "A" for the Category 1
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Projects. With regard to the Category 2 projects and all other future projects,
Rock shall be given thirty (30) days from the date of receipt of the project
package assembled by Petrosearch to elect to acquire all or a portion of the
drilling rights and obligations of the Petrosearch subsidiary by written
notification to Petrosearch of its election. Upon making an election to
participate, Rock shall have an additional fifteen (15) days after the date of
sending its election notice to Petrosearch within which to fund one half (1/2)
of the acquisition costs and where applicable, engineering and mapping costs,
for that interest as such costs are identified by Petrosearch in its notice and
invoice to Rock. From time to time, Petrosearch may request an advance for
mapping and lease review services which shall be performed on behalf of Rock and
relevant Petrosearch subsidiaries, which will be invoiced to Rock. Such advance
amounts shall not exceed Fifty Thousand Dollars per project and subsidiary, and
shall be refundable to Rock in the event that the project is not pursued further
than lease analysis and mapping by OFA. Failure to strictly and timely observe
the notification and funding deadlines shall result in automatic termination of
Rock's right to participate in the particular subsidiary project and
5
Petrosearch shall thereupon be free to proceed alone or with other industry
co-venturers without Rock's further participation in that subsidiary project.
Once Rock has become a participant in a project through its funding of one half
(1/2) of the acquisition and engineering costs of a project to the extent of the
interest purchased, the further obligations related to funding of drilling and
completion of xxxxx shall be governed by the terms of a Joint Operating
Agreement, the form of which is attached hereto as Exhibit "E", between Rock and
Petrosearch Operating Company, L.L.C. The terms of the Joint Operating Agreement
shall contains among other provisions, "drill or drop" obligations with regard
to the obligations to timely fund proportionate shares of the drilling and
completion costs. Rock must participate in the initial proposed well on each
subsidiary Prospect in which it elects to participate in order to continue to
further participate in the subsidiary endeavors. Upon a failure to participate
in the initial well, Petrosearch shall promptly refund to Rock all of Rock's
acreage and engineering costs paid with regard to that subsidiary. Upon such a
full refund to Rock, Petrosearch shall have no further obligations to Rock with
regard to that particular subsidiary.
7. ASSIGNMENT OF INTERESTS IN LEASES AND XXXXX AND REVERSIONARY INTEREST.
---------------------------------------------------------------------
At funding of one half of Petrosearch's acquisition costs in an accepted project
as set forth in Paragraph 6 above. Petrosearch shall cause to be delivered to a
trustee or escrow agent mutually agreed upon between Petrosearch and Rock, a
recordable assignment covering an undivided one-half (1/2) of the leasehold
interests in the funded project. Thereafter, said Trustee shall assign to Rock
its purchased interest on a well-by-well basis as the xxxxx are funded through
completion by Rock (including the payment of the remaining one half of
acquisition costs allocated to that drillsite). With regard to projects in which
no assignments are available until complete drilling performance is accomplished
(e.g. the EOG farmout), appropriate documentation to evidence Rock's interest
shall be delivered to Rock and the assignment will be delivered to Rock (or to
the trustee) immediately when it is available and is received by Petrosearch.
All assignments to Rock shall contain a reserved, after Payout, 50% back-in
interest in favor of Petrosearch or its project related subsidiary prorated to
the particular interest purchased by Rock. By way of example, should Rock
purchase a 25% working interest in a project, Petrosearch shall be entitled to a
12.5% working interest (and Rock shall be reduced to 12.5% working interest) at
Payout. For purposes hereof, "Payout" shall mean recoupment from actual working
interest net revenue payments, 100% of the costs allocated to the well,
including allocated acreage costs, title fees, technical fees, drilling and
completion costs and operating costs.
8. OPERATIONS BY PURCHASER'S AFFILIATE. All operations on the subsidiary
-----------------------------------
projects shall be conducted by Purchaser's affiliate, Petrosearch Operating
Company, L.L.C. or its designee.
9. ACCESS TO RECORDS AND INFORMATION. Subject to the confidentiality
-------------------------------------
provisions herein, Rock shall have access to all physical facilities (at its
sole risk), leases, title work, records, well logs, seismic, well data and
financial records, including the right to audit same at Rock's expense, and
shall be entitled to copies of any document upon written request.
6
10. TIME IS OF ESSENCE/ATTORNEYS FEES. Time is of the essence with
-------------------------------------
respect to this Agreement and each party hereto shall have the right to specific
performance as to the obligations set forth herein. In the event that either
party seeks enforcement of this Agreement in any legal or equitable proceeding,
the prevailing party in such proceeding shall be entitled to recover from the
other party all expenses attributable to such proceeding, including interest,
court costs and attorneys fees.
11. ENTIRE AGREEMENT. This Agreement, the documents to be executed
-----------------
hereunder, and each Exhibit attached hereto constitute the entire agreement
between the parties pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties pertaining to the subject matter hereof.
12. WARRANTIES. There are no warranties, representations or other
----------
agreements between the parties in connection with the subject matter hereof
except as specifically set forth herein or in documents delivered pursuant
hereto.
13. AMENDMENTS. No supplement, amendment, alteration, modification,
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waiver or termination of this Agreement shall be binding unless executed in
writing by the parties hereto.
14. WAIVER. No waiver of any of the provisions of this Agreement will be
------
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided in writing.
15. CAPTIONS. The captions in this Agreement are for convenience only and
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may not be considered a part of or as affecting the construction or
interpretation of any provision of this Agreement.
16. NON-ASSIGNABILITV. Rock may not assign any of its rights hereunder
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without Petrosearch's written consent except that Rock may assign, without
Petrosearch's consent, to its lenders, in connection with any recapitalization
or reorganization, to Rock's designee, or in connection with Rock's funding
arrangements, including to a newly created funding vehicle. This Agreement binds
and inures to the benefit of the Parties hereto and their respective heirs,
successors, representatives, assigns and transferees, subject to this
prohibition against non-approved assignments.
17. APPLICABLE LAW. THIS AGREEMENT, OTHER DOCUMENTS DELIVERED PURSUANT
---------------
HERETO AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE VALIDITY OF THE
VARIOUS CONVEYANCES AFFECTING THE TITLE TO REAL PROPERTY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS
LOCATED. THIS
7
AGREEMENT IS PERFORMABLE IN AND VENUE SHALL LIE IN XXXXXX COUNTY, TEXAS TO THE
EXCLUSION OF OTHER VENUES.
18. NOTICES. Any notice, communication, request, instruction or other
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document required or permitted hereunder shall be given in writing by certified
mail, return receipt requested, postage prepaid, or by overnight courier,
prepaid telegram, or personal delivery to following address, unless written
notice of an alternate address is delivered to the sending party prior to its
dispatch of the notice or communication:
If to Petrosearch: 0000 Xxxxxxx Xxxxx
Xxxxx 000X
Xxxxxxx, Xxxxx 00000
(Fax) 000-000-0000
If to Rock: 0000 Xxxx Xxxxx Xx
Xxxx, Xxxxx 00000
(Fax) 000-000-0000
All notices will be deemed to have been given as of the date of receipt.
19. BROKERAGE FEES AND TRANSACTION EXPENSES. Except as otherwise provided
---------------------------------------
herein, each party shall be solely responsible for all expenses incurred by it
in connection with this transaction, including, without limitation, fees and
expenses of its own counsel and accountants, and shall not be entitled to any
reimbursement therefore from any other party hereto. The Parties warrant and
represent to each other that no brokerage commission shall become due or owing
to any party as a result of this transaction.
20. COUNTERPARTS/FACSIMILE SIGNATURES. This Agreement may be executed in
----------------------------------
counterpart originals, each of which shall be treated as a fully executed
original hereof when all parties hereto have executed such a counterpart. A
facsimile signature shall be treated as an original signature unless an original
signature is required by law.
EXECUTED effective as of the date set forth above.
PETROSEARCH CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
_______________
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
--------------------------------
Title:
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8
EXHIBIT A - 1
CATEGORY 1 PROJECTS
GUIDANCE PETROSEARCH PROJECT
Property: All leases currently held in the name of GUIDANCE PETROSEARCH,
L.L.C. in Xxxxx County, North Dakota, holding approximately 60
reef targets per OFA.
Legal Description:
(1) Township 139 North, Range 96 West, (2) Township 139 North, Range 97 West,
(3) Township 140 North, Ranges 96 West, and (4) Township 140 North, Range 97
West, Xxxxx County, North Dakota
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
Rock Working Interest Participation: 37.5% working Interest.
(Subject to Revision per Paragraph 1)
Current Actual Costs to Date: $260,000
ROCK INVOICE AMOUNT: $130,000
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9
EXHIBIT A- 2
CATEGORY 1 PROJECTS
ROCKY RIDGE PETROSEARCH PROJECT
Property: All leases currently held in the name of ROCKY RIDGE PETROSEARCH,
L.L.C. and currently being acquired into ROCKY RIDGE PETROSEARCH,
L.C. in Slope, Xxxxx, and Billings Counties, North Dakota,
holding approximately 60-75 reef targets per OFA.
Legal Description: To be provided in assignment from Oil For America to
Rocky Ridge Petrosearch L.L.C.
Rock Working Interest Participation: 50% Working Interest.
Current Actual
Costs to Date: $150,000 Plus obligation to donate 50,000 shares of
Petrosearch Corporation Rule 144 common stock to Mission
Earth Foundation.
ROCK INVOICE AMOUNT: $75,000
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10
EXHIBIT A-3
CATEGORY 1 PROJECTS
GREENFIELD PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of GREENFIELD PETROSEARCH, L.L.C, in Xxxxx County, North
Dakota.
LEGAL DESCRIPTION:
Township 139N Range 98W; Township 139N Range 99W; Township 138N Range 98W
(excluding some already optioned); and Township 139N Range 99W. Xxxxx County,
North Dakota as designated and prepared by OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs.
ROCK INVOICE AMOUNT: $50,000
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11
EXHIBIT A - 4
CATEGORY 1 PROJECTS
OPES PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of OPES PETROSEARCH, L.L.C. in Xxxx County, North Dakota.
LEGAL DESCRIPTION:
140N Range 95W; Township 140N Range 94W; Township 141N Range 95W; Township 141N
Range 94W. Xxxxx and Xxxx Counties, North Dakota as designated and prepared by
OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs.
ROCK INVOICE AMOUNT: $50,000
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12
EXHIBIT A-5
CATEGORY 1 PROJECTS
ALLIANCE PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of ALLIANCE PETROSEARCH, L.L.C. in Xxxx County, North
Dakota.
LEGAL DESCRIPTION:
Township 137N Range 95W; Township l37N Range 96W; Township 137N Range 97W and
Township 137N Range 98W. Xxxxx County, North Dakota as designated and prepared
by OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs,
ROCK INVOICE AMOUNT: $50,000
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13
EXHIBIT A-6
CATEGORY 1 PROJECTS
CHAMPION PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of CHAMPION PETROSEARCH, L.L.C. in Xxxx County, North
Dakota.
LEGAL DESCRIPTION:
Township 138N Range 95W; Township 138N Range 96W, Township 138N Range 97W; and
Township 139N Range 95W. Xxxxx County, North Dakota as designated and prepared
by OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs.
ROCK INVOICE AMOUNT: $50,000
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14
EXHIBIT A - 7
CATEGORY 1 PROJECTS
HEISMAN PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of HEISMAN PETROSEARCH, L.L.C. in Xxxx County, North Dakota.
LEGAL DESCRIPTION:
Township 142N Range 95W; Township 142N Range 94W; Township 142N Range 93 and
Township 142N Range 96W. Xxxx County, North Dakota as designated and prepared by
OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs.
ROCK INVOICE AMOUNT: $50,000
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15
EXHIBIT A - 8
CATEGORY 1 PROJECTS
O'BRIEN PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of O'BRIEN PETROSEARCH, L.L.C. in Xxxxx County, North
Dakota.
LEGAL DESCRIPTION:
Township 143N Range 93W; Township 143N Range 94W; Township 143N Range 95W and
Township 143N Range 96. Xxxx County, North Dakota as designated and prepared by
OFA for this subsidiary.
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 50% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ -0-
An advance in the amount of $50,000 is being requested from both 50% Working
Interest Participants as initiation of mapping and lease acquisitions and will
be credited against first costs.
ROCK INVOICE AMOUNT: $50,000
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16
EXHIBIT A - 9
CATEGORY 1 PROJECTS
BUENA VISTA PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of BUENA VISTA PETROSEARCH, L.L.C. in Jefferson County,
Mississippi.
LEGAL DESCRIPTION:
None available at time that this was prepared
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 100% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ 50,000
ROCK INVOICE AMOUNT: $25,000
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17
EXHIBIT A -10
CATEGORY 1 PROJECTS
ROCKY MOUNTAIN PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of ROCKY MOUNTAIN PETROSEARCH, L.L.C. in Montana
LEGAL DESCRIPTION:
None available at time that this was prepared
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 100% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ 200,000
ROCK INVOICE AMOUNT: $100,000
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18
EXHIBIT A-11
CATEGORY 1 PROJECTS
BIG SKY PETROSEARCH PROJECT
PROPERTY: All leases currently held in the name or to be acquired into the
name of BIG SKY PETROSEARCH, L.L.C. in Montana
LEGAL DESCRIPTION:
None available at time that this was prepared
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 100% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ 20,000
ROCK INVOICE AMOUNT: $10,000
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EXHIBIT A -12
CATEGORY 1 PROJECTS
PURSUIT PETROSEARCH PROJECT
Property: All leases currently held in the name or to be acquired into the
name of PURSUIT PETROSEARCH, L.L.C. in Colorado County, Texas
LEGAL DESCRIPTION:
None available at time that this was prepared
Certain lease acquisitions are underway for which Rock will be billed for 50% as
process is completed.
ROCK WORKING INTEREST PARTICIPATION: 100% Working Interest.
CURRENT ACTUAL COSTS TO DATE: $ 580,000
ROCK INVOICE AMOUNT: $290,000
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