RIO BRAVO OIL, INC. 2425 Fountain View Drive, Ste. 300 Houston, Texas 77057 September 16, 2013
EXHIBIT 2.2
RIO BRAVO OIL, INC.
0000 Xxxxxxxx Xxxx Xxxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
September 16, 2013
0947388 BC, Ltd.
X/X Xxxxx Xxxxxxx, X.X. 0000X Xxxxxxxx,
Xxxxxxx, XX
Xxxxxx V5H1Y7
| Subject: | Farmout Agreement |
Buda Rights
Gentlemen:
This letter, when accepted as herein provided, will be a Farmout Agreement between RIO BRAVO, INC. (herein called "Xxxxxx") and 0947388 BC, Ltd., a Canadian Limited Partnership (herein called "Farmee"):
1. Farmout Acreage. Xxxxxx claims, without warranty, to own certain Oil and Gas Leases, all with various dates which are described in detail on Exhibit "A" which is attached hereto and made a part hereof for all purposes and are recorded in the Official Public Records of Xxxxxxxx County, Texas, (herein referred to as "Said Leases"). The Said Leases covers the following lands and premises (herein sometimes referred to as the ("Farmout Acreage") as also set out in Exhibit "A" attached hereto and made a part of this Farmout Agreement.
2. Consideration. As consideration for the execution of this Farmout Agreement, Farmee agrees to commence operations for the drilling of Two (2) Horizontal Lateral Buda Test xxxxx within Twelve months from the date of this Agreement, at Farmee's sole cost and expense, on the Leases described in Exhibit "A" which is attached hereto and made a part hereof for all purposes and within the same time frame as more particularly defined in Paragraph 3 herein. Failure of Farmee to timely commence operations as recited herein, shall cause this Farmout Agreement to expire, terminate and become of no further force and/or effect.
3. Initial Test Xxxxx. The first of the two xxxxx must commence drilling operations (herein defined as the use of suitable rotary equipment at a legal location of Farmee's choice on Said Leases to "spud in said well") and thereafter continuously prosecuting such drilling operations in a diligent and workmanlike manner until the well has been drilled to a depth sufficient to laterally test the Buda Formation with a lateral length of not less than 800 feet (herein referred to as the "Objective Depth") on or before February 1, 2014. Thereafter, a second test well must commence actual drilling operations as previously defined within Twelve (12) months from the date of this Agreement (herein referred to as the "Farmout Term"). The two (2) Horizontal Lateral Buda Test xxxxx shall be located on Said Leases in Xxxxxxxx County, Texas, at Farmee's sole cost and expense, (herein referred to as the "Initial Test Xxxxx") Failure of Farmee to timely commence operations for the drilling of the Initial Test Xxxxx, shall cause this Farmout Agreement to expire, terminate and become of no further force and effect.
4. Substitute Well. If, during the drilling of the Initial Test Xxxxx (or any subsequent xxxxx provided for herein), Farmee encounters a formation or other physical condition in the well which renders further drilling impracticable, Farmee may plug and abandon the well. Thereafter, Farmee shall have the option to commence the actual drilling of a substitute well, at Farmee's sole cost and expense, on the Farmout Acreage before the end of the Farmout Term, or in the case of a well drilling at the end of the Farmout Term, within Sixty (60) days from the abandonment of the aforesaid well. Any substitute well shall be drilled to the Objective Depth and shall be commenced, drilled and otherwise prosecuted in accordance with all the provisions hereof, and shall be treated as if it were the well for which it is a substitute.
5. Information, Tests and Notices. Farmor's authorized representatives shall at all times have full and free access to the rig floor and to all information concerning each well drilled hereunder.
6. Earned Assignment. If Farmee (a) drills the Initial Test Xxxxx in accordance with all the provisions of this Agreement, (b) completes and equips the same as a xxxxx capable of producing oil and/or gas in commercial quantities, and (c) complies fully with all the provisions of this Agreement and subject to all the reservations and other exceptions hereinafter provided, Farmor will, insofar as Farmor has the right to do so and subject always to the terms and conditions of the Said Leases, assign to Farmee a Seventy Percent (70%) of Eight-Eighths (8/8ths) right, title and working interest in and to the Said Leases being drilled and completed on, retaining an overriding royalty interest being the difference between all royalty burdens and Twenty-Five Percent (25%) therein delivering to Farmee a Fifty-Two and One-Half Percent (52.50%) of Eight-Eighths (8/8ths) Net Revenue Interest in and to Said Leases being drilled and completed on, insofar and only insofar as to the depths of the Buda Formation, and insofar and only insofar as to Forty (40) acres surrounding the xxxxx in as near a square or rectangle as possible depending on the length of the lateral well bore displacements. Farmee may request any assignment earned hereunder in writing within thirty (30) days from the completion of the earning xxxxx. Farmor shall promptly execute such assignment, of the earned acreage, to Farmee, as provided for herein.
7. Subsequent Operations. In the event Farmee timely commences and completes drilling operations on the Initial Test Xxxxx as recited in Paragraph 3 herein, Farmee shall have the option to earn additional assignments on the acreage described under Said Leases by continuously developing and drilling a minimum of Three (3) additional Horizontal Lateral Buda Test xxxxx ("Subsequent Xxxxx"), at Farmee's sole cost and expense, in order to adequately test the Buda Formation at a legal location of Farmee's choice on Said Leases within Two (2) Years from the date of this Agreement. In the event Farmee timely commences the drilling and completes and equips an additional Three (3) Horizontal Lateral Buda Test Xxxxx as xxxxx capable of producing oil and/or gas in commercial quantities, Farmor will, insofar as Farmor has the right to do so, and subject always to the terms and conditions of Said Leases being operated thereon, assign to Farmee a Seventy Percent (70%) of Eight-Eighths (8/8ths) right, title and working interest in and to Said Leases having been drilled and completed on, retaining an overriding royalty interest being the difference between all royalty burdens and Twenty- Five Percent (25%), therein delivering to Farmee a Fifty-Two and One-Half Percent (52.50%) of Eight-Eighths (8/8ths) Net Revenue Interest in and to the Said Leases having been drilled and completed on, insofar and only insofar as to the depths of the Buda Formation, and insofar and only insofar as to Forty (40) acres surrounding the xxxxx in as near a square or rectangle as possible depending on the length of the lateral well bore displacements.
Should Farmee fail to timely commence the drilling of the Subsequent Xxxxx as herein defined, and/or should Farmee fail to drill a total of Five (5) Horizontal Lateral Buda Test Xxxxx on Said Leases within Two (2) Years from the date of this Farmout Agreement, this Agreement shall expire, terminate and become of no further force and/or effect, and Farmor shall have no further obligation to Farmee under the terms of this Agreement. Should such an event occur, Farmee shall still earn and retain its interest as to the depths of the Buda Formation only in and to the leases and equipment surrounding Forty (40) acres around each well bore in as near a square or rectangle as possible depending on the length of the lateral well bore displacements.
8. Additional Consideration. In the event Farmee drills and completes Five Horizontal Lateral Buda Test xxxxx within Two (2) Years from the date of this Agreement, Farmee shall pay to Farmor the amount of Seven Million Dollars U.S. ($7,000,000 U.S) within Sixty (60) days from the date of completion (defined as the date the completion rig is released) of the last required subsequent earning well as additional consideration for an assignment of Seventy Percent (70%) of Eight-Eighths (8/8ths) right, title and working interest in and to the Buda Formation rights only under all of Said Leases. Farmor shall retain an overriding royalty being the difference between all royalty burdens and Twenty- Five Percent (25%), therein delivering to Farmee a Fifty-Two and One-Half Percent (52.50%) of Eight-Eighths (8/8ths) Net Revenue Interest in and to Said Leases. The "date of completion" is defined herein as the date the completion rig is released from the location on which it operated. Failure of Farmee to timely make payment of this additional consideration to Farmor, shall cause this Agreement to terminate, expire and become of no further force and/or effect, and no assignment shall be due and owing from Farmor to Farmee as to any remaining Said Leases that have yet to be assigned to Farmee. All assignments of interest made pursuant to the terms and conditions of this Agreement shall be made in form and substance as that Assigmnent of Oil, Gas and Mineral Leases which is attached hereto and made a part hereof for all purposes as Exhibit "D".
9. Reservations and Other Exceptions. Any such assignment to Farmee shall be made subject to this Agreement and shall except and reserve to Farmor the following:
(a) All rights of usage, ingress and egress reasonably necessary or convenient for the full enjoyment of all rights herein reserved; and
(b) All mineral and leasehold rights other than those which are being described in this Farmout Agreement and;
(c) An overriding royalty interest being the difference between all royalty burdens under Said Leases and Twenty-Five Percent (25%), therein delivering to Farmee a Fifty- Two and One Half Percent (52.50%) Net Revenue Interest in and to Said Leases.
If the Said Leases cover less than the full mineral estate in the physical lands therein described and included in the Farmout Acreage and/or if Farmor owns less than the entire leasehold estate under the Said Leases, the interests reserved to Farmor shall be proportionately reduced in accord with the actual interests assigned to Farmee.
10. Diligent Operations and Abandonments. Farmee shall conduct all operations hereunder at Farmee's own cost, risk and expense. All such operations shall be prosecuted with due diligence, in a good and workmanlike manner and without any unreasonable delays. When each well drilled hereunder reaches the Objective Depth and has been tested as herein provided, Farmee shall either complete the same as a producer, or plug and abandon the same in accordance with all applicable laws and regulations.
11. Assumption of Lease Obligations. Except insofar as Farmor agrees to pay royalties, Farmee assumes all obligations of Farmor, express or implied, under the Said Leases insofar and only insofar as to rights to the Buda Formation only. Further, and notwithstanding any less stringent or otherwise different conditions or other provisions in this Agreement, Farmee shall commence and conduct all operations contemplated by this Agreement in accordance with the provisions of Said Leases, including without limitation, conditions and provisions for extending and maintaining Said Leases in force and effect. If any well commenced hereunder is plugged and abandoned, Farmee shall restore the surface of the land to substantially the same condition as before the commencement of operations thereon.
12. Failure to Drill. Farmee shall not be liable in damages to Farmor for failure to timely commence, drill, test, complete or equip the Initial Test Xxxxx and the Subsequent Xxxxx as herein provided, but any such timely failure shall result in the loss to Farmee of all rights under this Agreement. The foregoing shall not be construed to preclude or limit any rights Farmor may have, in law or in equity, by virtue of Farmee's negligence or willful misconduct, or for any breach by Farmee of any obligation under this Agreement.
13. Indemnity. Farmee agrees to indemnify, protect and hold harmless Farmor of and from any and all claims, demands, costs (including but not limited to attorney's fees) expenses, damages, losses, and causes of action or suits for damages arising out of injury to persons (including death) and injury or damage to or loss of any property or improvements caused by Farmee, its agents, employees, servants, contractors or any person acting under its direction or control. Further, Farmor shall never be liable for any claims, demands, costs, expenses, damages, losses and causes of action or suits for damages because of injury to persons or property arising out of acts or omissions of Farmee, its agents, employees, servants, contractors, or any person acting under its direction and control on the Farmout Acreage. Insofar as the rights of Farmor are concerned, any independent contractor entering upon the Farmout Acreage for the purpose of performing any part of the operations on behalf of Farmee authorized hereby, and any servant or employee or other person entering with the permission of any such independent contractor, shall be deemed to be an agent of Farmee. Farmee assumes full responsibility and liability for the acts and omissions of all of its servants, agents, employees, contractors, subcontractors and any other person, firm or corporation which may act on the behalf of Farmee in connection with the rights herein granted and the operations conducted by Farmee on the Farmout Acreage. In the event Farmor shall resort to a court of law to enforce or interpret any provision, covenant, condition, duty, obligation or commitment, whether expressed or implied, arising out of this Agreement, and prevails, then Farmee shall reimburse Farmor for all costs, fees and expenses, including reasonable attorney's fees and expert witness fees incurred in such suit.
14. Titles and Curative Work. Farmor does not warrant title of any kind, express or implied, with respect to Said Leases and/or the Farmout Acreage, and Farmor shall not be obligated to perform any curative work or to furnish any materials with respect thereto. Nevertheless, any curative work performed by Farmee shall inure to the benefit of Farmor, and Farmor shall be promptly furnished copies of all title opinions and curative instruments pertaining to the Farmout Acreage.
15. Joint Operating Agreement. The parties to this Agreement agree to execute a mutually acceptable Joint Operating Agreement ("JOA”) in form and substance as the one attached hereto and made a part hereof as Exhibit "C".
16. The Parties shall establish an Area of Mutual Interest (“AMI"), which shall cover Xxxxxxxx County, Texas and the Parties interest in such AMI shall be 70% for 094 and 30% for Rio Bravo. To the extent that 094 is required to renew, release or extend any of the existing leases within the Farmout Property, Rio Bravo's share of such payments shall be carried. Rio Bravo shall be carried for all new lease costs within the AMI. All new leases shall be taken in the name of Rio Bravo Oil, Inc. and assignment thereof to 094 shall be held until the completion and payment of the Additional Consideration as recited in Pararaph 8 herein. Failure of Farmee to fulfill the terms and conditions of this Farmout Agreement, shall terminate all 094 rights associated with new leases taken within the AMI, save and except 40 acre earned surrounding any well drilled hereunder.
17. The rights and duties of the parties under this Agreement shall be governed by the laws of the State of Texas. The parties further agree that the District Court in and for Xxxxxx County, Texas, shall have jurisdiction and venue of any and all causes of action between the parties concerning this Agreement, and Farmee hereby waives any right that it may have to remove any suit filed against it for damages or other actions hereunder to any Federal Court.
18. Time of Essence. Time is the essence of this Agreement. Where this Agreement provides that certain periods of time are to commence upon the drilling and completion or abandonment of a well, such drilling and completion or abandonment shall be deemed to occur when the location for the drilling of any well hereunder begins to be made ready.
19. Applicable Law. A material condition to the grant of this Farmout Agreement is Farmee's agreement that all operations conducted by Farmee, its agents, servants, employees, contractors, permittees, successors or assigns on the Farmout Acreage shall be conducted in compliance with all applicable laws, statutes, rules and regulations of any governmental authority having jurisdiction including, without limitation, all safety regulations and requirements of the Railroad Commission of Texas and all environmental laws, statutes, rules and regulations of any federal, state or local authority at any time applicable to the Farmee's operations on the Farmout Acreage.
20. Assignments. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, and may be assigned to third parties in whole or in part. No assignment hereunder shall be valid until Farmee has given Farmor written notice of such assignment.
21. Notices. Any notices, documents, and information required to be given or furnished under the terms of this Agreement shall be deemed to have been properly given or furnished when deposited in the U. S. Mail, postage prepaid, or deposited in an overnight courier service and addressed to the parties as shown below:
| RIO BRAVO, INC. | 0947388 BC, Ltd. |
| 0000 Xxxxxxxx Xxxx Xxxxx, Xxx 000 | 0000X Xxxxxxxx |
| Xxxxxxx, Xxxxx 00000 | Xxxxxxx, XX Xxxxxx |
| 713-787-9060 | V5H1Y7 |
22. Exhibits. All exhibits attached hereto are hereby made a part hereof.
23. Headings. The underlined headings used throughout this Agreement are for administrative convenience only and shall be disregarded for purposes of construing the Agreement.
24. Deadline for Acceptance. The effective date of this Agreement shall be the execution date hereof; provided, however, that if this Agreement is not signed by Farmee on or before September 30, 2013, this Agreement shall automatically become null and void for all purposes.
If the foregoing is acceptable, please cause the enclosed copy of this letter to be signed by an authorized representative of 0947388 BC, Ltd. in the space provided and return such copy to the attention of the undersigned on or before the deadline provided in Paragraph 23 above.
Very Truly Yours,
By: /s/ Xxxxxx X. Xxxxxxxx XX
Name: Xxxxxx X. Xxxxxxxx XX
Title: CEO
ACCEPTED AND AGREED TO THIS 26TH DAY OF SEPTEMBER
0947388 BC, LTD.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: President/Secretary
