November 28, 2012 MacKov Investments Limited glenn.macneil@hotmail.co.uk Re: Letter Agreement – Richfield Buy-out Proposal for Working Interest in Koelsch/Prescott Mr. MacNeil,
Exhibit 10.33
November 28, 2012
MacKov Investments Limited
xxxxx.xxxxxxx@xxxxxxx.xx.xx
Re: Letter Agreement – Richfield Buy-out Proposal for Working Interest in Xxxxxxx/Prescott
Xx. XxxXxxx,
Below are the details about Richfield Oil & Gas Company’s one-time buy-out proposal effective October 1, 2012 for your working interest (“WI”) in the Xxxxxxx #25-1 Well and Prescott Field.
| 1. | Richfield Oil & Gas Company (“Richfield”) is offering $262,500 to be paid by issuing you shares of Richfield common stock for your 5.00% WI in the Xxxxxxx #25-1 Well and Prescott Field. This amount will be reduced as set forth in paragraph 3 below. |
| 2. | This buy-out offer is conditioned upon payment by you of all outstanding joint interest xxxxxxxx (JIBs) amounts owed as of September 30, 2012. You currently have no outstanding JIBs as of September 30, 2012. |
| 3. | The $262,500 offered above will be reduced by $247,605 in order for you to exercise your outstanding 154,753 warrants at $1.60 per share. |
| 4. | The total sum due to you by Richfield is $14,895 to be paid by issuing 5,958 shares of Richfield common stock, valued at $2.50 per share. Richfield will issue these 5,958 shares of common stock to you as set forth in paragraph 3.a. above. |
| 5. | All share pursuant to paragraph 3 and 4 above, which total, which total 160,711 shares of common stock, will be issued as follows: |
| a. | Name: MacKov Investments Limited |
Address: 00 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
Please confirm your acceptance by signing below and return to us by email or fax at (000) 000-0000.
Thank you,
Xxxxxxx X. Xxxxxxxxxx
General Counsel, Corporate Secretary
Approved as to form and content:
MacKov Investments Limited
| By: | /s/ Xxxxx X. XxxXxxx | Date: | November 28, 0000 | |
| Xxxxx XxxXxxx, President |
|
00 XXXX XXXXX XXXXXX
XXXXX 0000, XXXX XXXX
XXXX, XXXX 00000 |
| OFFICE 000.000.0000 | FAX 000.000.0000 | XXX.XXXXXXXXXXXXXXXXXX.XXX |
