FARMOUT AMENDING AGREEMENT THIS FARMOUT AMENDING AGREEMENT is made effective as of the 15th day of November, 2005.
EXHIBIT
10.22
FARMOUT
AMENDING AGREEMENT
THIS
FARMOUT AMENDING AGREEMENT is made effective
as
of the
15th
day of
November, 2005.
AMONG:
NORTHERN
ALBERTA OIL LTD.,
a body
corporate incorporated pursuant to the laws of the Province of
Alberta (hereinafter
referred to as “NAOL”)
-
and
-
DEEP
WELL OIL & GAS (ALBERTA), LTD.,
a body
corporate incorporated pursuant to the laws of the Province of
Alberta (hereinafter
referred to as “Deep
Well Alberta”)
-
and
-
DEEP
WELL OIL & GAS, INC.,
a
Nevada corporation extra-provincially registered in the Province of Alberta
(hereinafter referred to as “DWOG”)
(hereinafter
NAOL, DWOG and Deep Well Alberta are collectively referred to as the
“Farmor”)
-
and
-
SURGE
GLOBAL ENERGY (CANADA), LTD.,
a body
corporate incorporated pursuant to the laws of the Province of
Alberta (hereinafter
referred to as “Farmee”)
-
and
-
SURGE
GLOBAL ENERGY, INC.,
a body
corporate incorporated pursuant to the laws of the State of Delaware (hereinafter
referred to as “Surge
US”)
RECITALS:
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A.
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DWOG,
NAOL, Farmee and Surge US entered into a farmout agreement dated
February
25, 2005, which has been amended from time to time, including, but
not
limited to, letter amending agreements dated March 10, 2005, March
10,
2005 and July 14, 2005 (the “Farmout
Agreement”).
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B.
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Pursuant
to and as a condition precedent to the closing of a private placement
of
gross proceeds in the amount of $8,550,000 CDN to Farmee by MGI Securities
Ltd. (the “Private
Placement”),
the Farmor, the Farmee and Surge US have agreed to amend certain
terms and
conditions of the Farmout
Agreement.
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NOW
THEREFORE in consideration of the respective covenants and agreements of the
Parties contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each of the Parties, it
is
hereby agreed as follows:
ARTICLE
1
INTERPRETATION
| 1.1 | Definitions |
In
this
agreement the capitalized terms which are used herein and which are defined
in
the Farmout Agreement shall have the meaning ascribed thereto unless the
contrary is otherwise expressly required or unless otherwise defined
herein.
ARTICLE
2
AMENDMENTS
TO THE FARMOUT AGREEMENT
| 2.1 | Condition Satisfaction Date |
Section
1.1(f) “Conditions Satisfaction Date” shall be revised as, “means September 25,
2005;”.
| 2.2 | Earning Period |
Section
1.1(h) “Earning Period” shall be revised as, “means the period commencing on
September 25, 2005 and ending on February 25, 2008;”.
| 2.3 | Conditions Precedent |
Section
2.1(e) of the Farmout Agreement is deleted in its entirety.
| 2.4 | Option Well |
The
first
sentence of Section 4.1 shall be revised as follows:
“Farmee
shall have the right, until September 25, 2006, on notice to Farmor, to Spud
an
Option Well.”
| 2.5 | Reconveyance of Farmout Lands |
The
first
sentence of Section 10.1 shall be revised as follows:
“Within
thirty (30) days following the end of the Earning Period, Farmee shall convey
to
Deep Well, Northern or Deep Well Alberta, as directed by Deep Well, a 40%
beneficial interest in those Farmout Lands (if any) in which Farmee has not
earned an interest by the end of the Earning Period.”.
ARTICLE
3
OTHER
AGREEMENTS
| 3.1 | 6.5 Section Block |
Farmor
acknowledges and confirms that it has acquired legal and beneficial title to
the
6.5 Section Block. In accordance with the second sentence of Section 9.3, and
at
the closing of the Private Placement, the Farmor shall transfer and convey
legal
title to the Farmee of a forty (40%) percent undivided interest in and to the
6.5 Section Block.
| 3.2 | Article 13 |
Upon
payment by the Farmee to the Farmor of US$1,000,000.00 at the closing of the
Private Placement as contemplated by Section 3.3 below, all amounts payable
by
the Farmee to the Farmor, or by the Farmor to the Farmee or Surge US under
Article 13 of the Farmout Agreement, shall be deemed fully paid and satisfied
with no further debts, obligations or amounts owing or outstanding by the Farmee
to the Farmor or the Farmor to the Farmee or Surge US in relation to Article
13
of the Farmout Agreement.
| 3.3 | Surge Shares |
Article
14: “Surge Shares” is deleted in its entirety and restated as
follows:
“At
the
closing of the Private Placement, Farmee agrees to:
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i.
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pay
to NAOL the sum of Nine Hundred Thousand (US$900,000.00) US Dollars
and to
Deep Well Alberta the sum of One Hundred Thousand (US$100,000.00)
US
Dollars; and
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ii.
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issue
to NAOL Six Million Seven Hundred Ninety Five Thousand (6,795,000)
common
shares of Farmee and to Deep Well Alberta Seven Hundred Fifty Five
Thousand (755,000) common shares of Farmee, and which such Farmee
common
shares shall be fully paid and non-assessable as of November 15,
2005 and
shall be subject to the terms and conditions of the Voting Trust
Agreement
dated November 15, 2005 among NAOL, Deep Well Alberta, and Surge
US.”.
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ARTICLE
4
MISCELLANEOUS
| 4.1 | Ratification |
Other
than as amended herein, the terms and provisions of the Farmout Agreement are
hereby ratified and confirmed.
| 4.2 | Counterpart Execution |
This
agreement may be executed by facsimile and counterpart execution, with each
such
counterpart taken to be an original and all counterparts taken together
constituting due execution by the Parties of this agreement.
IN
WITNESS WHEREOF the parties hereto have executed this agreement effective as
of
the day and year first above written.
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DEEP
WELL OIL & GAS (ALBERTA) LTD.
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DEEP
WELL OIL & GAS, INC.
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Per:
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/s/
Xxxxx X. Xxxxxx
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Per:
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/s/
Xxxxx X. Xxxxxx
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NORTHERN
ALBERTA OIL LTD.
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SURGE
GLOBAL ENERGY (CANADA), LTD.
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Per:
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/s/
Xxxxxx X. Xxxxxxx
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Per:
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/s/
Xxxx X. Xxxxx
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SURGE
GLOBAL ENERGY, INC.
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Per:
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/s/
Xxxxx Xxxxx
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