FIRST AMENDMENT TO LETTER OF INTENT
FIRST
AMENDMENT TO LETTER OF INTENT
THIS
AMENDMENT is
dated
and made effective this 14th
day of
March, 2008.
BETWEEN:
AMERIWEST
ENERGY CORP., a
Nevada
Corporation, having an address of 000 Xxxx 0xx
Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxx, XXX, 00000
(hereinafter
referred to as “Ameriwest”)
AND:
GEOCHEM
EXPLORATION, LLC., a
Wyoming
limited liability company having an address at XX Xxx 000, Xxxxxx, Xxxxxxx,
XXX,
00000
(hereinafter
referred to as “Geochem”)
WHEREAS
the
parties hereto entered into a Letter of Intent dated November 6, 2007 (the
“LOI”) wherein Ameriwest was to acquire and Geochem was to sell to Ameriwest its
100% Working Interest and its 80% Net Royalty Interest in and to the Skull
Valley Properties (the “Interest” or the “Assets”), in exchange for the payment
to Geochem of a total of US$400,000.00;
AND
WHEREAS
the
parties wish to amend the terms of the Letter of Intent:
NOW,
THEREFORE,
in
consideration of the premises, promises and covenants contained herein, the
parties hereto agree as follows:
1. Amendment
of Agreement
(a) Paragraph
2 of the LOI is hereby amended to read as follows:
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“2.
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Ameriwest
will have until May
15, 2008
to
conduct its due diligence as to the condition of and title to the
Assets
and prospect in general. The parties hereto agree that they will
negotiate
in good faith towards ensuring that the parties hereto enter into,
on or
before May
15, 2008,
a
definitive agreement (the “Definitive Agreement”) containing substantially
the same terms and provisions of this LOI. Upon execution of the
Definitive Agreement, Ameriwest will pay Geochem the sum of US$100,000.
Said payment will be fully earned and non-refundable as of the execution
of the Definitive Agreement, but applicable to the purchase price
to be
paid by Ameriwest for the Assets.”
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(b) Paragraph
3 of the LOI is hereby amended to read as follows:
”3. The
Definitive Agreement shall provide for the following terms:
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a.
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the
payment by Ameriwest to Geochem for the remaining purchase price,
being
the amount of US$200,000.00 (the “Payment”), is to be paid on or before
May
15, 2008;
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b.
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the
Closing date of the Definitive Agreement will occur on or before
May
15, 2008, prior
to which Ameriwest may conduct additional due diligence as to the
condition of and title to the Assets and the prospect in
general;
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c.
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the
conveyance at Closing by Geochem of the Assets, subject to the
re-conveyance provisions set forth
below;
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d.
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an
obligation on the part of Ameriwest to spud, drill and complete a
well in
the currently permitted area on or before September
1, 2008
(the “Drilling Obligation”), subject to the condition set forth below and
the right of Ameriwest to pay Geochem for one or more Extension Periods
as
set forth below;
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e.
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in
the event the parties are unable to locate a drilling rig to attend
the
property pursuant to the timing set out herein, the parties agree
that an
extension will be granted for any such reasonable period as may be
required, using diligent efforts, to locate and deliver the rig to
the
property and that upon delivery of the rig, the well be promptly
drilled,
logged and completed in accordance with the Drilling
Obligation.
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f.
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the
right of Ameriwest to extend the deadline for completion of the Drilling
Obligation by paying Geochem one or more extension fees each in the
amount
of US$200,000.00 for each extension period, each of a 3 month length,
but
in no case shall the Drilling Obligation deadline extend beyond
March
31, 2009;
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g.
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the
execution of documents at Closing by Ameriwest sufficient to re-convey
the
Assets to Geochem to secure performance of the Drilling Obligation,
with
said original re-conveyance documents to be held in escrow by Geochem
and
to be released to Ameriwest upon its satisfying its Drilling Obligation
or
if the Drilling Obligation is not satisfied by March
31, 2009,
then to be delivered to Geochem;
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h.
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all
costs associated with maintenance of the Assets and with the drilling
and
completion of the well after Closing shall be borne by Ameriwest,
the
estimated cost of the test well is described in Schedule “B” attached
hereto;
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i.
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all
documents necessary to transfer all right, title and interest in
and to
the Assets will be executed at the time of Closing and all right,
title
and interest in and to the Assets will be transferred to Ameriwest
upon
Closing, subject to the provisions set forth above;
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j.
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Geochem
will make reasonable and customary representations and warranties
as to
title to the Assets;
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k.
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Closing
shall be conditioned upon (i) Geochem shall operate its business
only in
the ordinary course and will not sell, distribute, license or encumber
any
of the Assets; (ii) the
receipt of any certificates, legal, tax or other opinions and/or
documents
related to the Assets, including a legal opinion of local Wyoming
counsel
employed by Ameriwest that the transfer contemplated by the Definitive
Agreement of the Assets is binding under applicable Wyoming and US
federal
laws, as Ameriwest may reasonably request, including documents relating
to
any tests or geological work performed or studies or reports completed,
provided these are not subject to non-disclosure covenants by Geochem
in
connection with any third-party agreements; (iii) the
receipt of all consents, approvals, authorizations and orders required
of
or for the completion of any document required hereunder; (iv) with
respect to the Assets, the existence of no outstanding mergers,
acquisitions, financial commitments, obligations, liabilities, etc.
other
than those contemplated in this transaction or incurred in the ordinary
course of business; and (v) the presence, at Closing, of sufficient
funds
from Ameriwest to submit any bond funds required to transfer title
to the
Assets to Ameriwest together with whatever consents of the Other
Royalty
Holders may be required to complete the legal opinions referred to
herein;”
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2. Waiver of Fees
The
parties agree that this Amendment Agreement does not constitute an extension
of
the deadline for the completion of the Drilling Obligation and therefore no
extension fees shall be payable.
3. Entire
Agreement
This
First Amendment and the LOI constitute the entire understanding and agreement
between the parties.
4. Execution
in Counterparts
This
Agreement may be executed in counterpart, each of which such counterpart,
whether in original for facsimile form and notwithstanding the date or dates
upon which this Agreement is executed and delivered by any of the parties,
shall
be deemed to be an original and all of which will constitute one and the same
agreement.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first above
written.
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Per:
Authorized Signatory
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GEOCHEM
EXPLORATION, LLC
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Per:
Authorized Signatory
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