BINDING LETTER OF INTENT TO PURCHASE PROPERTIES January 28, 2007 Tatonka Oil & Gas, Inc. Tower 1, 1oth Floor Denver, CO 80202 Re: Seer Energy, LLC
Exhibit
10.2
January
28, 2007
Tatonka
Oil & Gas, Inc.
0000
Xxxxxxx Xxxxxx
Tower
1,
1oth Floor
Denver,
CO 80202
Re:
Seer
Energy, LLC
XX
Xxxxx Creek and Lateral Pond Properties
Gentlemen:
This
letter, upon execution, will evidence the agreement of Seer Energy, LLC (“Seer”)
and Tatonka Oil & Gas, Inc. (“Tatonka”) relative to the sale and acquisition
of all of Seer’s oil and gas interests in the XX Xxxxx Creek and Lateral Pond
Properties (“the Assets” or “the Properties”), more particularly described in
“Exhibit A” and “Exhibit B” attached hereto. The Effective Date of the transfer
of the Assets shall be January 1, 2007, at 7:00 a.m.. In connection with this
agreement, the parties recognize the following facts:
1. Seer
is
purchasing the Assets from the Trustee of the Chapter 7 bankruptcy estate of
Stone & Wolf; LLC (“the Stone & Wolf Transaction”), and, upon the
closing thereof, desires to sell the Assets to Tatonka pursuant to the terms
of
this agreement.
2. Xxxxxxx
has conducted an independent investigation of the nature and extent of the
Assets and desires to purchase the Assets pursuant to the terms of this
agreement
3. The
approximate company net acres for the Lateral Pond Properties equals 3,441.22,
more or less, and the approximate company net acres for the XX Xxxxx Creek
Properties is 3,406.01, more or less,
4. The
average company net revenue interest (“NRI”) in the Assets equals at least 80%.
The parties understand that the NRI in the Xxxxxx l0-5H well is 79.91% and
the
SS 10-5B well is 79.5%.
5. All
applicable delay rentals are paid to date.
6. There
are
approximately eight (8) miles of pipeline on the Properties, more or
less.
In
recognition of the above, Xxxx has agreed to sell and Xxxxxxx has agreed to
buy
the Assets, all subject to the following terms and conditions:
| 1. |
The
purchase price for the Assets is $1,960,000.00 (“the Purchase Price”),
payable as follows:
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Page
2 of 2
|
A.
|
Deposit.
Within
thirty (30) days after this agreement is executed, Xxxxxxx shall
deliver
to Seer a deposit of $l96,000.00 (10% of the Purchase Price) (“the
Deposit”). The Deposit shall be credited to the Purchase Price at closing,
or if this agreement does not close on or before July 25, 2007, or
at a
later date mutually agreed upon by the parties, (1) and the Stone
&
Waif Transaction does not close and Seer is therefore unable to deliver
the Assets, and Xxxxxxx is in compliance hereunder, Seer shall return
the
Deposit to Xxxxxxx and Xxxxxxx shall waive all other legal and/or
equitable remedies for Seer’s default; or (ii) and Xxxxxxx is in default
hereunder and Xxxx is in compliance hereunder, Seer shall be entitled
to
keep the Deposit as liquidated damages and Seer shall waive all other
legal and/or equitable remedies for Xxxxxxx’s
default.
|
|
B.
|
Final
Payment.
On
or before July 25, 2007, Xxxxxxx shall deliver to Seer the remaining
$l,764,00.00 of the Purchase Price.
|
|
2.
|
Upon
deposit of the full Purchase Price, Seer shall execute, acknowledge
and
deliver to Tatonka an Assignment, Bill of Sale and Conveyance to
Tatonka
conveying the Assets with no representations of warranties, express,
implied or statutory, expect warranty of title by, through and under
Seer,
but not otherwise. In addition, Seer shall deliver to Tatonka such
other
assignments, bills of sale, or deeds necessary to transfer the Assets
to
Tatonka, including any conveyances on official Items and related
documentation necessary to transfer the Assets to Buyer in accordance
with
requirements of governmental
regulations.
|
If
the
foregoing accurately sets forth your understanding of our agreement, please
designate your acceptance by signing in the space provided below. Thank you
for
your immediate attention to this matter.
Sincerely,
SEER
ENERGY, LLC
Xxxxx
Xxxxxxx
Managing
Member
Xxxxxx
and accepted this 29
day of
January, 2007.
TATONKA
OIL & GAS, INC.
/s/
XXXXX
XXXXXXXXXXXX
By:
Xxxxx
Xxxxxxxxxxxx
Title:
Chief Financial Officer
