WALLSTIN PETROLEUM, LLC MEMBERSHIP INTEREST EXCHANGE AGREEMENT
Exhibit
10.1
WALLSTIN
PETROLEUM, LLC
This
Membership Interest Exchange Agreement (“Agreement”) is dated as of August 5,
2005, and is between the following parties: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, and Quest Oil Corporation, a Nevada corporation. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
and
▇▇▇▇▇▇▇ are collectively referred herein as the “Members,” Quest is referred to
herein as the “Purchaser,” and the Members and Purchaser are collectively
referred to herein as the “Parties.”
WHEREAS,
Wallstin Petroleum LLC, is a limited liability company organized under the
laws
of the state of Texas (referred to herein as “WP”). The Members own 100% of the
membership interests of WP;
WHEREAS,
WP owns certain assets as described in Exhibit “A” (the “Assets”);
WHEREAS,
the Members desire to exchange with the Purchaser all of their membership
interests in WP for shares of common stock of the Purchaser;
WHEREAS,
the Purchaser desires to own 100% of the membership interests of WP and to
complete a share exchange transaction (the “Exchange”) pursuant to which the
Purchaser will issue shares of the common stock of Purchaser to the Members
in
exchange for 100% of the membership interests of WP held by the
Members;
WHEREAS,
should any claim or controversy arise in connection with the Assets that would
limit or effect the ownership interest of Purchaser in the Assets, the Parties
hereto agree that the Exchange shall be subject to cancellation;
WHEREAS,
the Parties desire to make certain representations, warranties and agreements
in
connection with completion of the proposed share exchange transaction;
NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered
an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the Parties hereby agree
as follows:
1. Exchange
& Closing
1.1 The
Exchange.
At the
Closing (as hereinafter defined), Purchaser shall acquire 100% of the membership
interests of WP held by the Members, free and clear of all liens, charges or
encumbrances, in exchange for shares of common stock of the Purchaser (the
“Exchange Shares”), as provided for in Section 1.3 hereof. The Exchange shall
take place upon the terms and conditions provided for in this Agreement and
applicable state law. For United States federal income tax purposes, it is
intended that the Exchange shall constitute a tax-free reorganization within
the
meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the “Code”).
1.2
Closing
and Closing Date.
Subject
to the provisions of this Agreement, the “Closing” of the share exchange
described in this Agreement shall occur on: (i) the first business day on which
the last of the Closing conditions set forth in Article V is fulfilled or waived
or ;(ii) such other date as the Parties hereto may agree (the “Closing Date”),
at such time and place as the Parties hereto may agree.
1.3
Exchange
of Shares; Stock Certificates.
a)
Conversion. On the Closing Date, the membership interests of the Members will
be
exchanged for one million five hundred thousand(1,500,000) shares of common
stock of the Purchaser as per the following:
(i) ▇▇▇
▇▇▇▇▇▇
686,250 Common
Shares
(ii) ▇▇▇▇▇
Templar 127,500 Common
Shares
(iii) ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ 686,250 Common
Shares
b)
Exchange of Certificates. On and after the Closing Date, the Members shall
be
entitled to receive in exchange for their membership interest, upon surrender
thereof to the Purchaser or its exchange agent, a certificate or certificates
representing the number of whole Exchange Shares into which such Member’s
membership interest were converted pursuant to Section 1.3(a).
c)
Compensation Agreements. Upon the Closing, Purchaser will negotiate compensation
agreements with ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ ▇.
d)
The
Parties shall execute and deliver such other documents as are customary and
reasonably necessary to consummate the transactions contemplated hereby.
1
Exhibit 10.1
2.
Representations
and Warranties of Members. The
Members each hereby represent and warrant as follows:
2.1
Organization and Qualification. WP is a limited liability company duly organized
and validly existing under the laws of the State of Texas. WP has all requisite
power and authority to carry on its business as currently conducted, other
than
such failures that would not reasonably be expected to have a material adverse
effect on WP’s business, properties or financial condition (a “Material Adverse
Effect”).
2.2
Capitalization. The Members collectively own 100% of the Membership Interest
of
WP. Other than such membership interests, as of the Closing, there are no
outstanding rights, options, warrants, preemptive rights, rights of first
refusal or similar rights for the purchase or acquisition of WP.
2.3
Subsidiaries. WP does not presently own or control, directly or indirectly,
any
interest in any other corporation, association, or other business entity. WP
is
not a participant in any joint venture, partnership, or similar arrangement.
2.4
Valid
Issuance of Membership interests. The WP membership interests of the Members,
when delivered in accordance with the terms of this Agreement for the
consideration expressed herein, shall be duly and validly issued and will be
free of restrictions on
transfer
directly or indirectly created by WP other than restrictions on transfer under
this Agreement, and under applicable state and federal securities laws.
2.5
Governmental Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of WP is required
in
connection with the offer, sale or issuance of the Membership interests, except
for the following: (i) the filing of such notices as may be required under
the
Securities Act of 1933, as amended(the “Securities Act”); (ii) the compliance
with any other applicable state securities laws, which compliance will have
occurred within the appropriate time periods therefore.
2.6
Litigation. There are no actions, suits, proceedings or investigations pending
or, to the best of the knowledge of the Members, threatened before any court,
administrative agency or other governmental body against WP which questions
the
validity of this Agreement.
2.7
Employees. To the best of the knowledge of the Members, WP is not a party to
or
bound by any currently effective employment contract, deferred compensation
agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement
or other employee compensation agreement or arrangement with any collective
bargaining agent.
2.8
Intellectual Property. To the best of the knowledge of the Members, WP has
sufficient title to and ownership of, or other rights to use, all trade secrets,
and, to its knowledge, copyrights, information, proprietary rights, trademarks,
service marks and trade names in each case necessary for its business as now
conducted without any material conflict with or infringement of the rights
of
others.
2.9
Compliance with Other Instruments. To the best of the knowledge of the Members,
WP is not in violation or default of any provision of its charter or its
operating agreement in effect immediately prior to the Closing.
2.10
Permits.
To the best of the knowledge of the Members, WP has all franchises, permits,
licenses, and any similar authority necessary for the conduct of its business
as
now being conducted by it.
2.11
Environmental and Safety Laws. To the best of the knowledge of the Members,
WP
is not in violation of any applicable statute, law or regulation relating to
the
environment or occupational health and safety, except for such violations as
would not reasonably be expected to have a Material Adverse Effect.
2.12
Registration Rights. To the best of the knowledge of the Members ,WP has not
granted or agreed to grant any registration rights, including piggyback rights,
to any person or entity.
2.13
Title to
Property and Assets. To the best of the knowledge of the Members, WP has good
and marketable title to all of properties and assets owned by it, free and
clear
of all mortgages, liens and encumbrances, except liens for current taxes and
assessments not yet due and possible minor liens and encumbrances which do
not,
in any case, materially detract from the value of the property subject thereto
or materially impair the operations of WP. With respect to the material property
and assets it leases, WP is in material compliance with such leases and, to
the
best of its knowledge, holds a valid leasehold interest free of all liens,
claims or encumbrances, except for such liens, claims or encumbrances which
would not materially impair the operations of WP. WP’s material properties and
assets are in good condition and repair, in all material respects, for the
purposes for which they are currently used, ordinary wear and tear excepted.
2.14
Agreements; Actions. To the best of the knowledge of the Members:
(a)
there are no
agreements, understandings or proposed transactions between WP and any of its
officers, directors, affiliates, or any affiliate thereof.
(b)
Other than the WP
operating agreement and agreements entered into in the ordinary course of
business consistent with past practice, there are no agreements, understandings,
instruments, contracts, judgments, orders, writs or decrees to which WP is
a
party or by which it is bound that involve (i) obligations of, or payments
by WP
in excess of, ten thousand ($10,000. 00) dollars, (ii) provisions restricting
the development, manufacture or distribution of WP’s products or services or
(iii) indemnification by WP with respect to infringement of proprietary rights.
(c)
To the best of
the knowledge of the Members, since May 31, 2005, WP has not (i) incurred
indebtedness for money borrowed in excess of $1 million individually or $1
million in the aggregate, or (ii) sold, exchanged or otherwise disposed of
any
of its assets or rights, other than the sale of its inventory and license
agreements in the ordinary course of business.
2.15
Tax
Returns and Audits. To the best of the knowledge of the Members, WP (a) is
characterized as a partnership for United States federal income tax purposes,
(b) has prepared and filed all United States federal, state and local income
tax
returns required to be filed by it, and (c) has no deficiency assessment or
proposed adjustment by any taxing authority to WP’s federal, state, or local
income taxes is pending.
2.16
Brokers
or Finders. To the best of the knowledge of the Members, WP has not agreed
to
incur, directly or indirectly, any liability for brokerage or finders’ fees,
agents’ commissions or other similar charges in connection with this Agreement
or any of the transactions
contemplated hereby.
2
3.
Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants that:
3.1
Authority. The Purchaser is a corporation duly incorporated, validly existing
and in good standing under the State of Nevada, has the power and capacity
to
enter into this Agreement and carry out its terms and at Closing.
3.2
Investment. Purchaser is acquiring the Membership interests for investment
for
its own account and not with the view to, or for resale in connection with,
any
distribution thereof.
3.3
Access to
Data. Purchaser has received and reviewed information about WP and the Members
and has had an opportunity to discuss WP’s business, management and financial
affairs with its management and to review WP’s facilities.
3.4
Authorization. As of the Closing, all action on the part of Purchaser, and
its
respective officers, directors and partners necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of Purchaser hereunder shall have been taken, and this Agreement assuming due
execution by the parties hereto, constitute valid and legally binding
obligations of Purchaser, enforceable in accordance with their respective terms,
subject to: (i) judicial principles limiting the availability of specific
performance, injunctive relief, and other equitable remedies and (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or
hereafter in effect generally relating to or affecting creditors’ rights.
3.5
Compliance with Other Instruments. Purchaser is not in violation or default
of
any provision of its certificate of incorporation or other organizational
documents, as applicable, each as in effect immediately prior to the Closing.
3.6
Accredited Investor. Purchaser is an “accredited investor” as defined in Rule
501 of Regulation D as promulgated by the Securities and Exchange Commission
under the Securities Act.
4.
Covenants, Representations and Warranties.
4.1
Confidentiality. The Members expressly acknowledge that they have received,
and
will receive in the future, Confidential Materials (as hereinafter defined),
and
that disclosure of such Confidential Materials to parties not a party to this
Agreement would cause irreparable harm to the Purchaser. Except with the prior
written consent of Purchaser or as required by law, neither the Members nor
their respective officers, directors, partners or affiliates, shall (i) disclose
any Confidential Materials to any party not a party to this Agreement, or (ii)
use any Confidential Materials for any purpose except in connection with their
efforts on behalf of Purchaser. Members, WP and their respective officers,
directors, partners or affiliates shall use their reasonable best efforts to
preserve the confidentiality of all Confidential Materials. In the event that
a
party concludes that it is legally obligated to disclose any provision of this
Agreement or any Confidential Materials, such party shall provide the other
party with prompt written notice, and shall seek to limit the dissemination
of
such Confidential Materials. In the case of legal proceedings in which such
disclosure is required, the parties shall cooperate to obtain an appropriate
protective order limiting the disclosure of such material. The parties
acknowledge that, in the event of a public offering of securities of Purchaser
or any subsidiary, Purchaser may be required to disclose certain terms of this
Agreement.
“Confidential
Materials” means any information or materials, whether written or oral, tangible
or intangible, (i) concerning Purchaser, its subsidiaries, businesses, markets,
products, prospects, finances, principal shareholders and/or members, and (ii)
which Members and/or WP develops, or with respect to which Members and/or WP
gains access or knowledge, as a direct result of Purchaser’s provision to Member
and/or WP of information and/or materials. Notwithstanding the foregoing, the
Confidential Material shall not include (A) information that was known to,
and
material that was in the possession of, Member and/or WP prior to the
commencement of any negotiations with Purchaser, (B) information that is or
becomes generally known to, and materials possessed by, the public at
large(other than as a result of a breach of this agreement by Member and/or
WP
or by disclosure of any other party which Member and/or WP knows, or has reason
to know, is under an obligation of confidentiality to Purchaser), (C)
information or material acquired by Member and/or WP independently from a third
party (other than a third party which Member and/or WP knows, or has reason
to
know, is under an obligation of confidentiality to Purchaser), and (D)
information or material independently developed by Members and/or WP and not
as
a result of the disclosure of information or provision of materials by
Purchaser. The Confidential Materials may include, but are not necessarily
limited to, the following: concepts; techniques; data; documentation; research
and development; customer lists; advertising plans; distribution networks;
new
product concepts; designs; patterns; sketches; planned introduction dates;
processes; marketing procedures; “know-how”; marketing techniques and materials;
development plans; names and other information related to strategic partners,
suppliers, or vendors; pricing policies and strategic, business or financial
information, including business
plans
and
financial proformas.
4.2
Business
Development. Purchaser and Members agree to act in good faith and use their
reasonable best efforts in developing the Oil & Gas Business of Purchaser
and maximizing the value to stockholders of such businesses and Purchaser as
a
whole. Without limiting the foregoing, in the event Purchaser determines that
the public markets do not appropriately value its Oil & Gas Business as part
of Purchaser as a whole, Purchaser shall investigate the consummation of a
transaction designed to maximize the value of such businesses to its
shareholders, or another strategic transaction. The Members shall assist
Purchaser in developing the business plans and strategies for Purchaser’s Oil
& Gas Business and provide Purchaser with advice regarding the execution of
these business plans and strategies. Members shall assist Purchaser in
attracting and retaining key personnel for Purchaser’s Oil & Gas Business
and shall assist Purchaser in developing equity based compensation strategies
relating thereto. Purchaser will establish an equity compensation program or
other equity-based or “phantom” plan designed, in the judgment of the Board of
Directors of Purchaser, to incentivize management of the Oil & Gas Business
to maximize the value of the Oil & Gas Business consistent with the overall
goals and objectives of the Board of Directors of Purchaser. Any actions taken
with respect to the foregoing covenants shall be subject to the final decision
of Purchaser, and, as applicable, the Board of Directors of Purchaser.
4.3
Conditions Precedent to the Obligations of the Purchaser.
All
obligations of the Purchaser under this Agreement are subject to the fulfilment
at or before closing of the following conditions:
(a) Member’s
Representations and Warranties;
The
Member’s representations and warranties contained in this Agreement and in any
certificate or document delivered under this Agreement or in connection with
the
transactions contemplated by this Agreement will be true at and as of closing
as
if such representations and warranties were made at and as of such time.
(b) Member’s
Covenants;
The
Members will have performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by it
before or at closing.
4.4
Conditions Precedent to the Obligations of the Members.
All obligations of the Members under this Agreement are subject to the
fulfilment, before or at closing, of the following conditions:
(a)
Purchaser’s Representations and Warranties.
The
Purchaser’s representations and warranties contained in this Agreement will be
true at and as of closing as though such representations and warranties were
made as of such time;
(b)
Purchaser’s Covenants.
The
Purchaser will have performed and complied with all covenants, agreements and
conditions required by this Agreement to be performed or complied with by it
at
or before closing.
4.4
Consents of Third Parties.
All
consents or approvals required to be obtained by the Members will have been
obtained, provided that this condition may only be relied upon by the Members
if
the Members have diligently exercised its best efforts to procure all such
consents or approvals and the Purchaser has not waived the need for all such
consents or approvals.
Each
of
the foregoing conditions is for the exclusive benefit of the Members and any
such condition may be waived in whole or part by the Member at or before closing
by delivering to the Purchaser a written waiver to that effect signed by the
Member.
3
Exhibit 10.1
5.
Miscellaneous.
5.1
Governing
Law. This Agreement shall be governed in all respects by the laws of the State
of Nevada, without regard to any provisions thereof relating to conflicts of
laws among different jurisdictions.
5.2
Survival.
The representations and warranties made herein shall survive the Closing for
a
period of one year, whereupon they shall cease and be of no further force and
effect.
5.3
Successors and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto; provided,
however, that the rights of Purchaser to purchase the membership interests
shall
not be assignable without the consent of the Members. This Agreement shall
not
be construed so as to confer any right or benefit on any party not a party
hereto, other than their respective successors, assigns, heirs, executors and
administrators.
5.4
Entire
Agreement; Amendment. This Agreement and the other documents delivered pursuant
hereto constitute the full and entire understanding and agreement among the
parties with regard to the subjects hereof and thereof and supersedes all prior
agreements and understandings relating thereto. Neither this Agreement nor
any
term hereof may be amended, waived, discharged or terminated other than by
a
written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.
5.5
Notices,
Etc. All notices under this Agreement shall be sufficiently given for all
purposes if made in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, facsimile
or
other electronic transmission, to following addresses and numbers.
Notices
to the Members shall be addressed to:
Wallstin
Petroleum LLC
P.
O. Box
1221
811
▇▇▇▇▇▇ Dr.
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇
with
a
copy to:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Faxsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
or
at
such other address and to the attention to such other person as the Members
may
designate;
Notices
to the Purchaser shall be addressed to:
Quest
Oil
Corporation
▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, President
or
at
such other address and to the attention of such other person as Purchaser may
designate by written notice to the Members.
5.6
Delays or
Omissions. No delay or omission to exercise any right, power or remedy accruing
to any party upon any breach or default of the other party under this Agreement
shall impair any such right, power or remedy of such first party, nor shall
it
be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any holder of any
breach or default under this Agreement, or any waiver on the part of any holder
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing or as
provided in this Agreement.
5.7
Expenses.
Purchaser and Members shall each bear the expenses and legal fees incurred
on
their own behalf with respect to this Agreement and the transactions
contemplated hereby.
5.8
Counterparts. This Agreement may be executed in any number of counterparts,
each
of which may be executed by only one party, which shall be enforceable against
the parties actually executing such counterparts, and all of which together
shall constitute one instrument.
5.9
Severability; Enforcement. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without such provision; provided that no such severability shall be effective
if
it materially changes the economic benefit of this Agreement to any party.
The
parties hereto agree that irreparable damage for which money damages would
not
be an adequate remedy would occur in the event that any of the provision of
this
Agreement were not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that, in addition to any other
remedies a party may have at law or equity, the parties shall be entitled to
seek an injunction of injunctions to prevent such breached of this Agreement
and
to enforce specifically the terms hereof.
5.10
Time of
the Essence.
Time
will be the essence for this Agreement.
5.11
Arbitration. If any question, difference or dispute will arise between the
parties or any of them in respect of any matter arising under this Agreement
or
in relation to the construction hereof the same will be determined by the award
of three arbitrators in accordance with the provisions of the Commercial
Arbitration Act
(British
Columbia) as amended, and the decision of the arbitrators or a majority of
the
arbitrators, as the case may be, will be conclusive and binding upon all
parties. The rules and procedures for the arbitration will be procedures
established by the Nevada Arbitrators Institute.
5.12
Headings.
The
headings appearing in this Agreement are inserted for convenience of reference
only and will not affect the interpretation of this Agreement.
4
Exhibit 10.1
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
IN
WITNESS WHEREOF
this
Agreement has been executed by the parties hereto as of the day and year first
above written.
QUEST
OIL CORPORATION
________________________________
By:
▇▇▇▇▇▇▇ ▇▇▇▇
Its:
President
|
Signed,
Sealed and Delivered by ▇▇▇
▇▇▇▇▇▇
in
the presence of:
___________________________________
Witness
(Signature)
___________________________________
Name
(please print)
____________________________________
Address
____________________________________
City,
Province
____________________________________
Occupation
|
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)
)
)
)
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)
)
)
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_______________________________
▇▇▇
▇▇▇▇▇▇
|
|
Signed,
Sealed and Delivered by ▇▇▇▇▇
Templar in
the presence of:
___________________________________
Witness
(Signature)
___________________________________
Name
(please print)
____________________________________
Address
____________________________________
City,
Province
____________________________________
Occupation
|
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)
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)
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______________________________
▇▇▇▇▇
Templar
|
|
Signed,
Sealed and Delivered by ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
in
the presence of:
___________________________________
Witness
(Signature)
___________________________________
Name
(please print)
____________________________________
Address
____________________________________
City,
Province
____________________________________
Occupation
|
)
)
)
)
)
)
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_______________________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
5
Exhibit 10.1
EXHIBIT
A
Wallstin
Petroleum, LLC.
PROPERTY
(ASSETS)
Properties
with Right of Ownership
1.
▇▇▇▇▇▇▇▇▇ Lease - Sec. ▇ ▇▇▇ ▇-▇▇, ▇▇. ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
▇
▇▇▇▇▇.
2.
▇▇▇▇▇▇
lease - NW/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇&▇▇ ▇▇. Co. Survey, Abst. 245,
Eastland County, Texas
3.
Elder
Lease - 1.4 acres, 1 oil well, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Survey A-208, located in ▇▇▇▇▇
County, Texas.
4.
▇▇▇▇▇▇
▇▇▇▇▇▇▇ Lease - 116.3 acres, more or less, NE corner of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Survey
no.
1055, Abstract 45, 1 gas well, 1 oil well.
Pending
Acquisitions
1.
Chain
“C” Lease - Sec. 6 Blk ▇-▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇ oil ▇▇▇▇▇.
(Waiting on signed leases to be returned.)
2.
▇▇▇▇▇
▇▇▇▇▇ “A” #1 lease - Sec ▇▇ ▇▇▇ ▇-▇▇ A.B.&M. Survey, ▇▇▇▇▇▇▇▇▇▇ County,
Texas, 1 oil well. (Waiting on signed leases to be returned.)
3.
▇▇▇▇▇▇
▇▇▇▇ - ▇▇▇ ▇ ▇▇▇ ▇ I&GN RR Survey, ▇▇▇▇▇▇▇▇▇▇ County, Texas, 30 oil
▇▇▇▇▇.
(Waiting
on signed leases to be returned.)
4.
East
Cameron Block 21 Prospect, Cameron Parish, Louisiana, 4000 acres, 1 TCF gas
and
100 million barrels oil and condensate potential. (Have exclusive to
project.)
5.
10,000
acres located in ▇▇▇▇▇▇▇ County, Texas, deep gas project. (Have exclusive to
the
project.)
6.
Hawkeye Field, 483 acres, more or less, 48 oil ▇▇▇▇▇, located in Eastland
County, TX.
7.
▇▇▇▇▇▇▇ leases - ▇▇▇▇▇▇ County, Texas Out of ▇▇▇▇▇▇▇ ▇▇, ▇▇&▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇.
(▇▇▇▇▇▇▇
obtaining new leases from mineral owners.)
6