PURCHASE AGREEMENT
EXHIBIT
10.1
THIS
AGREEMENT,
dated as of May 9th, 2006, is between XXXXXX X. XXXXXX and XXXXXX X. XXXX
(hereinafter collectively referred to as
"Sellers"),
whose address is
c/o Xxxxxx X. Xxxxxx, 000 Xxxxxx Xxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxx 00000,
and
TRUE NORTH ENERGY CORP (hereinafter called "Buyer"),
whose address is
0000 Xxxxx xx, 00xx
Xxxxx, Xxxxxxx,
XX, 00000.
Recitations
1. The
Sellers are reported as having submitted the winning bids with respect to
State
of Alaska Oil and Gas Leases ADL 390834, 390839, 390840 and 390841(collectively
called the “Un-Issued Leases” or the “Leases”). The Leases have not yet been
issued by the State of Alaska as of the date of this Agreement.
2.
As of the date of this Agreement, the following notices have not been issued
or
received, and the following actions have not be undertaken or completed in
connection with the Un-Issued Leases:
(a) The
State of Alaska, Department of Natural Resource, has not issued the apparent
high bidder notice (the “High Bidder Notice”) to the Sellers with respect to
either of the Un-Issued Leases;
(b)
Upon confirmation that the
Sellers will, upon issuance, receive full, complete and valid ownership rights
and interests in and to the lands included in the Un-Issued Leases, the State
of
Alaska, Department of Natural Resources, will issue an Award Notice to the
Sellers with respect to the Un-Issued Leases. The Sellers have not yet received
any Award Notice with respect to either of the Un-Issued Leases;
(c) Upon
receipt of an Award Notice, the Sellers have thirty (30) days within which
to
(i) pay the remaining 80% of their bid amount for the subject Lease together
with the first year annual rental due on the subject Lease: (ii) execute
the
written lease agreement and any other necessary documents, and (iii) delivery,
as instructed, all items to the State of Alaska; and
(d) Upon
timely receipt of the items referenced in subsection (c) above, the Leases
will
be issued and the Sellers’ ownership rights and interests in and to the Leases
will be evidenced in the appropriate records.
3. Based
on the foregoing, the Sellers contemplate that the actual documents evidencing
their ownership of the Leases will be issued at a date subsequent to the
Closing
(as hereinafter defined);
4. The
Sellers desire to sell and convey to Buyer the Un-Issued Leases, and thereby
forego the opportunity to sell and convey the Un-Issued Leases at some future
date on terms which may be more favorable, all in accordance with the terms
and
conditions hereinafter provided for in this Agreement.
5. The
Buyer desires to purchase and acquire from Sellers the Un-Issued Leases upon
the
terms and conditions hereinafter provided for in this Agreement
IN
CONSIDERATION of
the above recitals and of the benefits to be derived by each of the parties
to
this Agreement, it is hereby agreed as follows:
Agreement
1. Sale
and
Purchase:
Sellers agree to
sell and convey to Buyer, and Buyer agrees to purchase and acquire from the
Sellers, the Un-Issued Leases, subject to the terms and conditions of this
Agreement.
2. Purchase
Price:
The total
purchase price to be paid by the Buyer to the Sellers for the Un-Issued Leases
shall be the sum of $276,480.00 (the "Purchase
Price"),
payable as
provided below. The Purchase Price is allocated to the Un-Issued Leases as
follows:
(a) $69,120
is allocated to each of the four (4) separate Un-Issued Leases which are
2,560
acres or such other acreage as established by the State of Alaska, Department
of
Natural Resources, in the Award Notice pertaining to each of the subject
Leases.
3. Due
Diligence:
On or before five
(5) days following the full execution of this Agreement by Sellers, but not
later than May 16, 2006 (the "Notice
Date"),
Buyer shall have
performed all due diligence work in a form and manner reasonably acceptable
to
Buyer pertaining to the Leases. Buyer agrees that the non-issuance of the
Un-Issued Leases shall not be considered a title defect for purposes of this
provision. If such due diligence work or any other information or data shall
reflect the existence of encumbrances, encroachments, defects in or objections
to title which Buyer does not waive (all of which are herein called "Title
Defects"),
written notice
of the title defects shall be given to Sellers on or before the Notice Date.
If
Title Defects shall be so specified, Sellers shall have the optional right,
but
not the obligation, to advise Buyer in writing on or before five (5) days
following the Notice Date, as to which of the Title Defects, if any, that
Sellers are willing to use reasonable efforts to cure (the "Approved
Title Defects").
Buyer shall then
have the optional right to either (i) terminate this Agreement without further
liability of either party to the other by providing written notice to Sellers
to
that effect on or before the Notice Date, or (ii) elect to close this
transaction based upon Sellers’ reasonable efforts to cure the Approved Title
Defects, or (iii) extend the Closing upon the mutual agreement of Sellers
and
Buyer which in no event shall be beyond July 31 , 2006. Failure of Buyer
to
timely notify Sellers with regard to terminating this Agreement as provided
in
this paragraph shall be deemed an election of option (ii) above.
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4. Sellers’
Representations:
Each of the
Sellers (who makes the following representations only to the extent of the
interests owned by each of the Sellers in the Leases) represents, warrants
and
agrees to and with Buyer that:
(a) At
such time as the Un-issued Leases are issued, Sellers shall own or otherwise
have the right to assign and convey or cause to be assigned and conveyed
the
Un-issued Leases, all of which shall be free and clear of any liens and
encumbrances and provide for a net revenue interest to Sellers of not less
than
83.33334%, prior to reservation of an overriding royalty equal to five percent
(5%) of 8/8ths as provided for below.
(b) There
is no litigation or governmental investigation or proceeding pending or,
to the
knowledge of the Sellers, threatened affecting the Leases or which would
have
the effect of restraining or prohibiting any of the transactions contemplated
by
this Agreement.
(c) This
Agreement constitutes the valid and binding agreement of Sellers in accordance
with its terms, and all instruments required hereunder to be executed by
Sellers
at the Closing shall constitute valid and binding agreements of Sellers in
accordance with their terms. The execution, delivery and performance of this
Agreement and the transactions contemplated hereby have been duly and validly
authorized by all requisite action on the part of Sellers;
(d) This
Agreement has been duly executed and delivered by Sellers and all instruments
required hereunder to be delivered by each party at the Closing shall be
duly
executed and delivered by Seller;
(e) Sellers
have incurred no liability, contingent or otherwise, for brokers' or finders'
fees in respect of this transaction for which Buyer shall have any
responsibility whatsoever; and
(f) Sellers
shall not enter into any new agreements or commitments or incur, or agree
to
incur, any contractual obligation or liability (absolute or contingent)
affecting or relating to any of the Leases which extend beyond the Closing
except in connection with the consummation of the transactions contemplated
in
this Agreement, without the written consent of Buyer;
(g) Sellers
have relied upon their own independent investigation made by each of them
and
their respective representatives, if any, and have made such investigation
of
the Leases as deemed appropriate under the circumstances. No Seller has been
given any oral or written representations or assurances from any other Seller
or
the Buyer other than as set forth herein.
5. Buyer's
Representations:
Buyer represents,
warrants and agrees to and with Sellers that:
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(a) This
Agreement constitutes the valid and binding agreement of Buyer in accordance
with its terms, and all instruments required hereunder to be executed by
Buyer
at the Closing shall constitute valid and binding agreements of Buyer in
accordance with their terms;
(b) Buyer
has good right and lawful authority to purchase and pay for the Leases as
contemplated by this Agreement;
(c) This
Agreement has been duly executed and delivered by Buyer and all instruments
required hereunder to be delivered by Buyer at the Closing shall be duly
executed and delivered by Buyer; and
(d) Buyer
has incurred no liability, contingent or otherwise, for brokers' or finders'
fees in respect of this transaction, for which Sellers shall have any
responsibility whatsoever.
(e) Buyer
has relied upon his own independent investigation made by him and his respective
representatives, if any, and have made such investigation of the Leases as
deemed appropriate under the circumstances. Buyer has not been given any
oral or
written representations or assurance from Sellers other than as set forth
herein.
6. Sellers’
Conditions of Closing:
The obligations
of Sellers under this Agreement are subject, at the option of Sellers, to
the
satisfaction at or prior to the Closing of the following
conditions:
(a) All
representations and warranties of Buyer contained in this Agreement shall
be
true in all material respects at and as of the Closing as if such
representations and warranties were made at and as of the Closing, and Buyer
shall have performed and satisfied all agreements required by this Agreement
to
be performed and satisfied by Buyer at or prior to the Closing, including
payment at Closing to Seller of that portion of the Purchase Price which
Buyer
is obligated to pay at Closing and payment at Closing to the Escrow Agent
of the
Escrow Funds (as hereinafter defined) as more fully described below.
Should
the above
conditions not be satisfied to Sellers’ satisfaction as of the Closing, Sellers
may terminate this Agreement without further liability to either Sellers
or
Buyer.
7. Buyer's
Conditions of Closing:
The obligations
of Buyer under this Agreement are subject, at the option of Buyer, to the
satisfaction at or prior to the Closing of the following
conditions:
(a) All
representations and warranties of Sellers contained in this Agreement shall
be
true in all material respects at and as of the Closing as if such
representations and warranties were made at and as of the Closing, and Sellers
shall have performed and satisfied all agreements required by this Agreement
to
be performed and satisfied by Sellers at or prior to the Closing; and
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(b) Subject
to compliance with due diligence provisions set forth in Section 3 above,
Buyer
shall be satisfied in his sole and absolute discretion as to the condition
of
Seller’s title to the Leases;
Should
the above
conditions not be satisfied to Buyer's satisfaction as of the Closing, Buyer
shall, as his sole and exclusive remedy, terminate this Agreement without
further liability between the Buyer and Sellers.
8. Closing:
Unless extended
pursuant to the terms of this Agreement, the closing of this transaction
(the
“Closing”)
shall be held
within three (3) business days after receipt by Sellers of the High Bidder
Notice with respect to the Leases from the Alaska Department of Natural
Resources. Notwithstanding
the
foregoing or any other provision herein, if this Agreement is not fully executed
by all signatory parties hereto and if Closing does not occur by the close
of
business on or before July 31, 2006, Anchorage, Alaska time, this Agreement
shall be null and void and the Buyer and Sellers shall have no further rights
or
obligations hereunder.
9. Deposit
of
Purchase Price.
Within seven (7)
days from the execution of this Agreement by all parties, the Buyer shall
deliver
the
Purchase Price and an additional $10,240.00 (being an aggregate amount of
$286,720.00) by wire transfer in immediately available funds to an escrow
account established by the accounting firm of Xxxx, Xxxxxxxx & X’Xxxxxxx
(the “Escrow
Agent”)
exclusively for
this transaction. If the foregoing amount is not received by the Escrow Agent
within the seven (7) day period, this Agreement shall be null and void and
the
Buyer and Sellers shall have no further rights or obligations hereunder.
The
wire transfer instructions are as follows:
Citywide
Bank
ABA
# 107 001
070
For
credit to Xxxx
Xxxxxxxx & X’Xxxxxxx, P.C.
Account
# 211 008
790
The
foregoing funds
shall not be disbursed by the Escrow Agent until Closing and then only in
accordance with the provisions set forth in Section 11 below. However, if
the
Closing does not occur on or before July 31, 2006, the Escrow Agent shall
release and return all monies held in the escrow account to the Buyer.
10. Actions
at
Closing.
At the Closing,
the following shall occur:
(a) The
Escrow Agent shall disburse the funds deposited by the Buyer pursuant to
the
terms of Section 11 below.
(b) At
the Closing and thereafter as may be necessary, the parties hereto shall,
without further consideration, execute, acknowledge and deliver such other
instruments and shall take such other action as may be necessary to carry
out
their obligations under this Agreement.
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11. Action
by Escrow
Agent.
At the Closing,
the Escrow Agent shall proceed as follows:
(a) With
respect to One Hundred Ninety Four Thousand Five Hundred Sixty and 00/100
Dollars ($194,560.00) of the Purchase Price, the Escrow Agent shall release
these funds, at Closing, to the Sellers in accordance with their respective
interests in the Leases as set forth in Exhibit C attached hereto
(b) With
respect to the remaining Ninety Two Thousand One Hundred Sixty and 00/100
Dollars ($92,160.00) (the “Escrowed
Funds”),
the Escrow
Agent shall proceed as follows:
(i) With
respect to Eighty One Thousand Nine Hundred Twenty and 00/100 Dollars
($81,920.00) of the Escrowed Funds, the Escrow Agent shall use these funds
to
pay to the State of Alaska all balances due on the Un-issued Leases in order
to
secure the issuance of said Un-issued Leases. The Escrow Agent agrees to
deliver
all funds requested in writing by Sellers in order to secure the issuance
of the
Un-issued Leases, and to deliver to Sellers the remaining balance, if any,
of
the foregoing portion of the Escrowed Funds.
(ii) With
respect to the remaining Ten Thousand Two Hundred Forty and 00/100 Dollars
($10,240.00) of the Escrowed Funds, the Escrow Agent shall use these funds
to
immediately pay the annual rental payments due to the State of Alaska on
each of
ADL 390834, ADL 390839, ADL 390840 and ADL 390841, which rental payments
are due
on or before such date as set forth in the Award Notice. The Escrow Agent
agrees
to deliver to the Buyer the remaining balance, if any, of the foregoing portion
of the Escrowed Funds
(iii) The
Escrow Agent shall provide the Buyer and the Sellers having an interest in
ADL
390834, ADL 390839, ADL 390840 and ADL 390841 with a copy of the transmittal
letter(s) for the payments being made to the State of Alaska and for payments
of
any remaining amounts to the Sellers and/or Buyer.
(c) Sellers
and Buyer, jointly and severally, hereby indemnify and hold Escrow Agent
harmless from any claims, liability, damages, costs and expenses (including
reasonable attorney’s fees) arising from any and all actions or omissions taken
by Escrow Agent in performing and carrying out its duties as set forth in
this
Agreement.
12. Post-Closing
Agreements:
After the
Closing, the following additional agreements and provisions shall apply and
be
applicable:
(a) Immediately
following issuance to them of the Un-issued Leases, Sellers shall execute,
acknowledge (where applicable) and deliver to Buyer, or to Buyer’s designee,
Assignments of each of the Un-issued Leases in the form attached as Exhibit
B
transferring 100% of the record title to the Un-issued Leases from Sellers
to
Buyer, or to Buyer’s designee, but reserving to Sellers, in the proportions
reflected on attached Exhibit C (i.e., Xxxx - 3.75% ORRI and Donkel - 1.25%
ORRI), an overriding royalty equal to five percent (5%) of 8/8ths, which
overriding royalty shall also apply to all renewals and extensions of the
Un-issued Leases
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(b) Buyer
or its designee shall assume all obligations of Sellers under the Issued
Leases
for all periods from and after the date of this Agreement, including the
obligation to timely pay all rentals thereafter due under such Issued Leases;
and shall likewise assume all obligations of Sellers on all Un-issued Leases
from and after the date of assignment of said Un-issued Leases from Sellers
to
Buyer or its designee, including the obligation to timely pay all rentals
thereafter due under such Un-issued Leases.
(c) Buyer
or its designee agrees, at its sole cost and expense, to drill, cause to
be
drilled, or re-enter and drill, within five (5) years after the issuance
by the
Alaska Department of Natural Resources of the subject Leases, to completion
or
abandonment, a test well on each of the subject Leases to a bottomhole depth
and
location of at least four thousand feet (the “Test
Xxxxx”).
Should Buyer or
its designee fail to timely drill or cause to be drilled a Test Well to
completion or abandonment within five (5) years after the issuance of the
Leases, Buyer or its designee shall forfeit its interest in each Leases on
which
a Test Well has not been drilled, and shall promptly execute and deliver
to
Sellers, or their designee(s), an assignment of the aforementioned lease
free
and clear of all liens and encumbrances except the overriding royalties created
by this Agreement, such assignment to be on a form reasonably acceptable
to
Sellers or their designee(s).
(d) Should
Buyer or its designee elect not to pay rentals on any of the Leases, then
Buyer
or its designee shall notify Sellers in writing, by certified mail, not later
than forty-five (45) days prior to a rental payment date, and shall promptly
execute and deliver to Sellers, or their designee(s), an assignment of the
applicable Lease or Leases free and clear of all liens and encumbrances except
the overriding royalties created by this Agreement, such assignment to be
on a
form reasonably acceptable to Sellers or their designee(s).
13. Limitation
of
Liability; Indemnification.
If a Seller has
properly executed, acknowledged and delivered any and all Assignments
attributable to his interest in the Leases and otherwise performed all
obligations imposed on him pursuant to this Agreement, the Buyer shall not
have
any claim or remedy against such Seller. Each Seller (the “Indemnitor”) shall
indemnify and hold the other Sellers harmless with respect to any claim,
damage,
liable and cost or expense (including reasonable attorney’s fees) attributable
to any act, omission or other conduct of the Indemnitor in connection with
this
Agreement.
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14. Miscellaneous:
(a) Governing
Law.
This Agreement
and all instruments executed in accordance with it shall be governed by and
interpreted in accordance with the laws of the State of Alaska, without regard
to conflict of law rules that would direct application of the laws of another
jurisdiction.
(b) Entire
Agreement.
This Agreement
constitutes the entire agreement between the parties and supercedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No supplement, amendment, alteration, modification,
waiver or termination of this Agreement shall be binding unless executed
in
writing by the parties hereto.
(c) Waiver.
No waiver of any
of the provisions of this Agreement shall 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.
(d) Captions.
The captions in
this Agreement are for convenience only and shall not be considered a part
of or
affect the construction or interpretation of any provision of this Agreement.
(e) Assignment.
Prior to the
Closing, no party hereto shall assign this Agreement or any of its rights
or
obligations hereunder without the prior written consent of the other parties,
and any assignment made without such consent shall be void ab
initio.
Except as
otherwise provided herein, this Agreement shall be binding upon and inure
to the
benefit of the parties hereto and their respective permitted heirs, successors
and assigns.
(f) Notices.
Any notice
provided or permitted to be given under this Agreement shall be in writing,
and
may be served by personal delivery or by depositing same in the mail, addressed
to the party to be notified, postage pre-paid, and registered or certified
with
a return receipt requested. Notice deposited in the mail in the manner
hereinabove described shall be deemed to have been given and received on
the
date of the delivery as shown on the return receipt. Notice served in any
other
manner shall be deemed to have been given and received only if and when actually
received by the addressee. For purposes of notice, the addresses of the parties
shall be as follows:
Sellers’
Mailing
Address:
Xxxxxx
X.
Xxxxxx
000
Xxxxxx Xxx
Xxxx
Xxxxxx
Xxxxxxx,
Xxxxxxx 00000
Xxxxxx
X.
Xxxx
0000
Xxxxxx
Xxxxxx
Xxxxxx,
XX
00000
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Buyer's
Mailing
Address:
00
Xxxxx
Xx
00xx
Xxxxx
Xxxxxxx,
XX,
00000
Each
party shall
have the right, upon giving ten (10) days' prior notice to the other in the
manner hereinabove provided, to change its address for purposes of notice.
(i) Expenses.
Except as
otherwise provided herein, each party shall be solely responsible for all
expenses incurred by it in connection with this transaction.
(j) Recitations
True.
The recitations
set forth at the commencement of this Agreement are true and correct to the
best
knowledge, information and belief of the parties hereto.
(j) Joint
Preparation.
This
Agreement shall
be deemed for all purposes to have been prepared through the joint efforts
of
the parties hereto and shall not be construed for or against one party or
any
other party as a result of the preparation, submittal, drafting, execution
or
other event of negotiation hereof.
(k) Severability.
If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced under any rule of law, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in a materially adverse manner with respect to either party.
(l) Counterpart
Execution.
For
the sake of
simplicity in execution, this Agreement may be executed by original or telefax
signature in any number of counterparts, each of which shall be deemed an
original hereof. All counterparts of this Agreement which are executed by
telefax signature shall be valid and binding as original signatures for all
purposes (evidentiary or otherwise).
[balance
of page
intentionally left blank]
Page
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EXECUTED
as of the
respective acknowledgment dates of the signatory parties; effective as of
the
date first above mentioned.
/s/
Xxxxxx X.
Xxxxxx
XXXXXX
X.
XXXXXX
/s/
Xxxxxx X.
Xxxx
XXXXXX
X.
XXXX
SELLERS
/s/
Massimiliano
Pozzoni
MASSIMILIANO
POZZONI (PRESIDENT)
BUYER
ESCROW
AGENT AGREES
TO THE
TERMS
SET FORTH IN
SECTIONS 9,
10
and 11 OF THE
FOREGOING
AGREEMENT:
XXXX
XXXXXXXX &
X’XXXXXXX
By
/s/
Xxxxxxx X.
Xxxx
Xxxxxxx
Xxxx
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EXHIBIT
A
PART
I -
UN-ISSUED LEASES
The
following areas
describe the general location of the Un-issued Leases. The final exact legal
descriptions of each lease, when compiled by the AK Department of Natural
Resources Division of Oil and Gas and as shown on the respective lease form,
are
herein incorporated by reference and shall govern and control,
ADL
390834 Area
Description
Meridian: U Township: 001N Range: 018E Section: 05 Total Acres:
Meridian: U Township: 001N Range: 018E Section: 06 Total Acres:
Meridian: U Township: 001N Range: 018E Section: 07
Total Acres:
Meridian: U Township: 001N Range: 018E Section: 08 Total Acres:
ADL 390839 Area Description
Meridian: U Township: 011N Range: 017E Section: 25 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 26 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 35 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 36 Total Acres:
ADL 390840 Area Description
Meridian: U Township: 011N Range: 017E Section: 27 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 28 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 33 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 34 Total Acres:
ADL 390841 Area Description
Meridian: U Township: 011N Range: 017E Section: 29 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 30 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 31 Total Acres:
Meridian: U Township: 011N Range: 017E Section: 32 Total Acres:
Page
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EXHIBIT
B
ASSIGNMENT
FORM
|
DO&G
25-84
|
LEASE
ADL
_________________
|
|
|
(LEASE
ASSIGNMENT)
|
EFFECTIVE
DATE
|
|
|
Revised
12/01
|
OF
LEASE
___________________
|
|
|
DNR
#10-113
|
Is
this lease
producing? _____yes ______no
|
STATE
OF
ALASKA
DEPARTMENT
OF NATURAL RESOURCES
DIVISION
OF
OIL AND GAS
ASSIGNMENT
OF INTEREST IN OIL AND GAS LEASE
The
undersigned
assignor_________________________________________________________,
whose
address
is________________________________________________________________,
as
owner of ______________________________________ percent of the lease's working
interest
does
hereby assign
to _________________________________________________, the assignee,
whose
address
is________________________________________________________________,
1.
________________________________________ percent working interest;
2.
________________________________________ percent overriding royalty interest.
3.
The assignor is retaining ________________________ percent of the lease's
working interest.
4.
The assignor is retaining ________________________ percent of overriding
royalty
interest.
5.
LANDS AFFECTED by this assignment of interest (Attach Exhibit A if necessary)
T__________,
R
____________, ______________ Meridian
containing
___________________________acres, more or less.
The
Notification
Lessee for the purpose of receiving any and all notices from the State of
Alaska
in
connection
with the
lease will be:
Name
________________________________________________________________________
Attn:_________________________________________________________________________
Address
______________________________________________________________________
City,
State, Zip
________________________________________________________________
We,
the
undersigned, request the approval of this assignment application. We attest
that
this application
discloses
all
parties receiving an interest in the lease and that it is filed pursuant
to 11
AAC 82.605 and
11
AAC 82.615. We further attest that all parties to this agreement are qualified
to transfer or hold an interest
in
oil and gas leases pursuant to 11 AAC 82.200 and 11 AAC 2.205. Whether approved
in whole or in part, the
assignee
agrees to
be bound by the provisions of said lease.
Page
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Assignor's
Signature _______________________________ Date
_________________________
Assignor's
Name
(Print or Type) & Title
_____________________________________________
Company
Name
________________________________________________________________
DNR
Qualification
File # __________________
THE
UNITED STATES
OF AMERICA )
)SS.
STATE
OF
______________________ )
This
certifies that
on the ___________day of _____________________, 20 _____, before me, a
notary
public in
and for the State of _______________________________________________, duly
commissioned
and
sworn, personally appeared __________________________________________,
to
me known and known to me to be the person
described
in, and who executed the foregoing assignment,
who
then after
being duly sworn according to law, acknowledged to me under oath that he
executed same
freely
and
voluntarily for the uses and purposes therein mentioned. WITNESS my hand
and
official seal the
day
and year in
this certificate first above written.
__________________________________
Notary
Public
My
Commission expires ______________
Assignee's
Signature ________________________________Date_________________________
Assignee's
Name
(Print or Type) & Title
_____________________________________________
Company
Name
________________________________________________________________
DNR
Qualification
File # ________________________
Page
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15
THE
UNITED STATES
OF AMERICA )
)SS.
STATE
OF
______________________ )
This
certifies that
on the ___________ day of _______________, 20 _____, before me, a notary
public
in and for the State of _________________________________________________,
duly
commissioned and sworn, personally appeared _____________________________,
to me
known and known to me to be the person
described
in, and who executed the foregoing assignment, who then after being duly
sworn
according to law, acknowledged to me under oath that he executed same freely
and
voluntarily for the uses and purposes therein mentioned. WITNESS my hand
and
official seal the day and year in this certificate first above written.
Notary
Public
My
Commission expires ______________
APPROVAL
The
foregoing
assignment is approved as to the lands described in item 5 thereof, effective
as
of the date set forth below.
Xxxx
X. Xxxxx,
Director _________________________________________________________
Division
of Oil and
Gas, DNR, State of Alaska
Effective
Date of
Assignment _________________________________________
Page
14 of
15
EXHIBIT
C
SELLERS
LEASE OWNERSHIP PERCENTAGES
|
LEASE
#
|
WI
%
|
Originally
Pd
|
SALES
PRICE
|
1st
Yr
Rental
|
|
|
UN-ISSUED
|
100%
Bid/Rental
|
||||
|
ADL
|
390834
|
|
|||
|
Xxxx
|
75%
|
19,200.00
|
51,840.00
|
$2,560.00
|
|
|
Donkel
|
25%
|
6,400.00
|
17,280.00
|
||
|
25,600.00
|
69,120.00
|
||||
|
ADL
|
390839
|
||||
|
Xxxx
|
75%
|
19,200.00
|
51,840.00
|
$2,560.00
|
|
|
Donkel
|
25%
|
6,400.00
|
17,280.00
|
||
|
25,600.00
|
69,120.00
|
||||
|
ADL
|
390840
|
||||
|
Xxxx
|
75%
|
19,200.00
|
51,840.00
|
$2,560.00
|
|
|
Donkel
|
25%
|
6,400.00
|
17,280.00
|
||
|
25,600.00
|
69,120.00
|
||||
|
ADL
|
390841
|
|
|||
|
Xxxx
|
75%
|
19,200.00
|
51,840.00
|
$2,560.00
|
|
|
Donkel
|
25%
|
6,400.00
|
17,280.00
|
||
|
25,600.00
|
69,120.00
|
||||
|
UN-ISSUED
TOTALS
|
$102,400.00
|
$276,480.00
|
|
||
|
BID
AMOUNTS/RENTAL TO ESCROW
|
-$81,920.00
|
$10,240.00
|
|||
|
GRAND
TOTALS
|
$194,560.00
|
$81,920.00
|
|||
|
ESCROW
|
|||||
|
TOTAL
|
AMT.
PAID BY
|
BUYER:
|
$
286,720.00
|
||
Page
15 of
15
