INTERIM PURCHASE AGREEMENT
THIS AGREEMENT made as of the 17th day of November, 2005.
BETWEEN:
BARON RESOURCES LLC, a body corporate, with an office in Norman,
Oklahoma, (hereinafter referred to as "Assignor")
-and-
DYANMIC RESOURCES CORP., a body corporate, with an office in Las
Vegas, Nevada, (hereinafter referred to as "Assignee")
WHEREAS:
A. Assignor is the holder of the freehold sublease described in Schedule "A"
hereto (such freehold sublease, including all amendments thereto, if any,
hereinafter referred to as the "Freehold Lease");
B. Assignor has agreed to execute an Assignment of the Freehold Lease to
Assignee pursuant to the terms and conditions set forth therein and in
accordance with the terms hereof;
NOW THEREFORE in consideration of the premises hereto and the covenants
and agreements hereinafter set forth and contained, the Parties hereto covenant
and agree as follows:
1. Assignor shall execute, on November 24, 2005, or such other date as the
parties may agree, the Assignment, effective as at closing, in
consideration of the payment by the Assignee of US$320,000 cash and by
the issuance of 3,000,000 common shares of the Assignee.
2. The Assignment shall contain an 18month 4 well drill commitment.
3. The Assignor is the legal beneficial owner of the Freehold Lease, its
interest is unencumbered and it has the unfettered right to enter into
this agreement and the Assignment.
4. The usual covenants, representations, warranties and indemnities
contained in an Assignment are incorporated herein as fully and
effectively as if they were set out herein and there shall not be any
merger of any covenant, representation, warranty or indemnity contained
in the Assignment by virtue of the execution and deliver hereof, any rule
of law, equity or statue to the contrary notwithstanding. Either party
may request a more formal agreement prior to closing, which is subject to
the usual due diligence by both parties.
5. This Agreement shall, in all respects, be subject to and interpreted,
construed and enforced in accordance with and under the laws of the
Province of Alberta and shall, in every regard, be treated as a contract
made in the Province of Alberta. The Parties hereto irrevocably attorn
and submit to the jurisdiction of the courts of the Province of Alberta
in respect to all matters arising out of this Agreement.
6. This Agreement shall be binding upon and shall endure to the benefit of
each of the Parties hereto and their respective administrators, trustees,
receivers, successors and assigns.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of
the date first above written.
BARON RESOURCES LLC
PER: /s/ Xxxx Xxxxx
--------------------
Xxxx Xxxxx (as Assignor)
DYNAMIC RESOURCES CORP.
PER: /s/ Xxxxxx Xxxxx
---------------------
Xxxxxx Xxxxx (as Assignee)
SCHEDULE "A"
Tract 1: (320 acres) south half, section 00, Xxxxx 0
XX&X Xxxxxx Xxxxx Xx, Xxxxx
Tract 2: (320 acres) west half, section 00, Xxxxx 0
XX&X Xxxxxx Xxxxx Xx, Xxxxx
Tract 3: (320 acres) east half, section 00, Xxxxx 0
XX&X Xxxxxx Xxxxx Xx, Xxxxx
Tract 4: (640 acres) section 57, Block D-3
AB&M Survey Floys Co, Texas
