EXHIBIT 2.1
ASSIGNMENT AGREEMENT REGARDING WORKING INTEREST
This Assignment Agreement Regarding Working Interest is made effective as of
the 2nd day of February, 2000, by and between Xxxxxxx X. Xxxxxx ("Xxxxxx") and
Wyoming Oil & Minerals, Inc. ("WYOM").
WHEREAS, Xxxxxx is the owner of the contractual right (the "Right") to
purchase an undivided 25% working interest (the "Interest") in the oil and
gas leases known as the Xxxxxx Dome and Coal Bank Draw Prospects described on
Exhibit A hereto, from the surface to the top of the Mancos Formation;
WHEREAS, Xxxxxx wishes to sell the Right to WYOM, and WYOM wishes to purchase
the Right from Xxxxxx, on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. On or before February 23, 2000, WYOM shall purchase from Xxxxxx, and Xxxxxx
shall sell to WYOM, the Right for the consideration listed below:
(a) WYOM shall pay to Xxxxxx $100,000;
(b) WYOM shall allow Xxxxxx the "cashless exercise" of 300,000 options to
purchase common stock of WYOM, the exercise price of which would otherwise
have been $1.00 per share (such numbers are post-reverse-split; the options
referenced are a portion of those to be granted by WYOM to Xxxxxx under
Section 1.6 of the "Stock Purchase and Restructuring Agreement" between the
parties);
(c) WYOM shall issue to Xxxxxx an additional 300,000 options (post-reverse-
split) with an exercise price of $2.00 per share (post-reverse-split) and an
exercise period of three years;
(d) WYOM shall assume all obligations of Xxxxxx with respect to the Right,
including but not limited to the obligation to pay to Skyline an additional
$135,000, as well as the obligation to pay a 25% pro rata share of drilling and
exploration costs attaching to the Right, the current outstanding amount of
which obligation is $52,361.20.
2. The Right consists of the contractual right to purchase an undivided 25%
working interest in the oil and gas leases known as the Xxxxxx Dome and Coal
Bank Draw Prospects described on Exhibit A hereto.
3. The parties shall take all reasonable steps and execute all further
documents and instruments necessary to effectuate the intents and purposes of
this Agreement.
4. This Agreement shall be governed by and construed under the laws of the
State of Wyoming.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the day and year first above written.
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Wyoming Oil & Minerals, Inc.
By:/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx., President
