ASSIGNMENT AGREEMENT
Exhibit
10.8
This
ASSIGNMENT AGREEMENT (the “Assignment
Agreement”) is made and entered into on this 6 day of June, 2006, between PIN
PARTNERS PETROLEUM LTD, a company organized and existing under the laws of
British Columbia (the “the Assignor”), and RANCHER ENERGY CORP., a company
organized and existing under the laws of Nevada, USA.
WITNESSETH:
WHEREAS,
the Assignor has certain rights and
obligations under the Exploration & Development Agreement dated June 5th,
2006 (hereinafter referred to as the "Broadview Dome Agreement"),
and
WHEREAS,
the Assignor wishes to assign all of
its rights and obligations in the Broadview Dome Agreement to the Assignee,
and
WHEREAS,
the Assignee accepts such assignment
and has agreed to be bound by the Broadview Dome Agreement,
NOW,
THEREFORE, in consideration of the mutual
convenants and agreements contained herein, it is expressly agreed by the
Assignor and the Assignee as follows:
1.
The Assignor hereby assigns and transfers to
the Assignee all of its rights and obligations in, to, and under the Broadview
Dome Agreement, subject to all the terms and conditions thereof.
2.
The Assignee hereby agrees to assume all of
the Assignor's rights and obligations under the Broadview Dome
Agreement.
3.
The Assignor reaffirms and represents that
the Broadview Dome Agreement is valid and in full force and effect, and that
the
representations and warranties contained in the Broadview Dome Agreement are
true and correct on the date hereof.
4.
As consideration for the assignment of the Broadview Dome Agreement, the
Assignee agrees to (i) pay to the Assignor U.S.$ 250,000 within ninety (90)
days
from the date of this Assignment Agreement, and (ii) grant to the Assignor
an
overriding royalty interest in the sum of four percent (4%) from the Rancher
share of hydrocarbons to be exploited pursuant to the Broadview Dome Agreement.
5.
By executing this Assignment Agreement, the
Assignor and Assignee confirm (a) their intention to execute and deliver as
promptly as practicable any other agreements with respect to this Assignment
Agreement, and (b) to obtain the approval, agreement, and consent of their
respective Boards of Directors or governing bodies with respect to this
Assignment Agreement.
6.
This Assignment Agreement shall be governed
by the laws of the State of Montana, without giving effect to the principles
of
conflicts of law thereof.
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IN
WITNESS WHEREOF, the Assignor and the
Assignee have executed this Assignment Agreement on the date first written
above.
PIN
PARTNERS PETROLEUM LTD
By:
_________________________
Name:
Title:
By:
/s/
Xxxx Works
Name:
Xxxx
Works
Title:
President
& CEO
