Exhibit
10.1
ASSET PURCHASE
AGREEMENT
THIS AGREEMENT
made as of the 22ND day of July,
2008
ARCTIC OIL & GAS
CORP. , a corporation
incorporated pursuant to the laws of the State of Nevada having a
registered office 1785 E Sahara Ave, Suite 490 Las Vegas, NV 89104,
State of Nevada, USA.
(Hereinafter called
“ARCTIC”)
STRATEGIC NINE
CORPORATION , a
corporation incorporated pursuant to the laws of State of Nevada,
having a business office at 1319 S. Orange Grove Ave, Los Angeles
CA 90019.
(Hereinafter called
“Strategic”)
STERLING ENERGY TRUST
(NZ) ,
a Trust incorporated pursuant to the
laws of New Zealand, having a USA business office at 3/44
Thatcher Street, Mission Bay, Auckland, New Zealand.
(Hereinafter called
“Sterling”)
LSKAVYAN ENERGY
TRUST ,
a Trust incorporated pursuant to the
laws of Armenia, having a business office at 433 Via Lido Soud,
Newport Beach, CA 92663.
(Hereinafter called
“Lskavyan”)
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On April 10 th ,
2008, Strategic and Sterling filed a claim with the United Nations
General Assembly and the United States of America, claiming, as a
responsible oil and gas development agent of the “common
heritage of mankind”, the sole and exclusive exploitation,
development, marketing and extraction rights to the oil and gas
resources of the seafloor and subsurface contained with the entire
Outer Blake Ridge area beyond the exclusive economic zone of the
United States (the “Outer Blake Ridge
Claims”). A copy of the filing is attached hereto
as Schedule “A”.
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On April 10 th 2008, Strategic and Partners lodged an
unsolicited Lease Application on the Inner Blake ridge area with
the MMS. A copy of the filing is attached hereto
as Schedule “B”.
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Strategic and Sterling hold 46 and 31 per cent
interests, respectively, in the Outer Blake Ridge Claims and Blake
Ridge OCS Lease Application.
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Lskavyan Energy Trust holds a 9% interest in the
Blake Ridge OCS Lease Application.
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ARCTIC wishes to purchase a thirty (30) per cent
interest in the Outer Blake Ridge Claims and Blake Ridge OCS Lease
Application, to be acquired from Strategic (11 per cent), Sterling
(10 per cent) and Lskavyan 9 percent.
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On May 26 th 2008, Strategic and Sterling filed a claim with
the United Nations General Assembly and the United States of
America, claiming, as a responsible oil and gas development agent
of the “common heritage of mankind”, the sole and
exclusive exploitation, development, marketing and extraction
rights to the oil and gas resources of the seafloor and subsurface
contained with the entire Bering Sea Abyssal area beyond the
exclusive economic zone of the United States (the “Bering Sea
Abyssal Claims”). A copy of the filing is attached
hereto as Schedule “B”.
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ARCTIC wishes to purchase a thirty (30) per cent
interest in the Bering Sea Abyssal Resources Claims to be acquired
from Strategic (10 per cent), Sterling (20 per cent).
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Sterling, the original Outer Blake Ridge Claims
and Blake Ridge OCS Lease Application and Bering Sea Abyssal Claim
founder, shall retain a 10% free-carried equity and a 3% gross
production royalty, from any hydrocarbons produced within the Outer
Blake Ridge Claims, Blake Ridge OCS lease application and the
Bering Sea Abyssal Claim for 150 years from start of commercial
production.
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NOW THEREFORE, in consideration of the
premises and the mutual representations, warranties, covenants and
agreements provided in this Agreement, and for other good and
valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the parties hereto agree each with the others
as follows:
(a)
INTERPRETATION
(1)
Definitions Whenever used in this Agreement the
following terms shall have the following meanings,
respectively:
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“Agreement” means this
agreement and the schedules hereto as amended from time to
time;
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“Affiliate” means a Subsidiary of a
parent company, two Subsidiaries of the same parent company, or two
companies controlled (de jure) by the same person;
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“Closing Date”
means October 9, 2007 or such other date as may be agreed to among
the parties;
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“Closing” means the
closing that which will occur on the Closing Date;
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“ARCTIC Shares” means
fully voting common shares of par value $0.00001 per share in the
common stock of ARCTIC as constituted at the date of
this Agreement;
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“NASDAQ” means the
National Association of Securities Dealers of the United States
automated securities quotation system;
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“Party” and
“Parties” means ARCTIC and Strategic and any
one or more of them, as the context may require;
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“Subsidiary” means
a company controlled (de jure), directly or indirectly, by another
company.
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(2)
Schedules The following are the schedules
appended to and forming part of this Agreement:
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Outer Blake Ridge Claims United
Nations Filing, and Blake Ridge OCS Lease Application.
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Schedule “B”
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Bering Sea Abyssal Claim United
Nations Filing.
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(b)
PURCHASE OF OUTER BLAKE RIDGE
CLAIMS AND BLAKE RIDGE OCS LEASE APPLICATION.
(1) Outer
Blake Ridge Claims and Blake Ridge OCS Lease Application;
In consideration
of ARCTIC delivering to Strategic 60,000,000 restricted common
shares in the capital of ARCTIC issued from its treasury
to Strategic Sterling and Lskavyan in its own right and as agents
for Strategic, Sterling and Laskavyan, on Closing, Strategic,
Sterling and Lskavyan shall collectively sell and
ARCTIC shall purchase a thirty per cent interest in the
Outer Blake Ridge Claims and Blake Ridge OCS Lease
Application.
(2) Bering
Sea Abyssal Claim; In consideration of ARCTIC delivering to
Strategic and Sterling 60,000,000 restricted common shares in the
capital of ARCTIC issued from its treasury to Strategic
in its own right and as agents for Strategic and Sterling, on
Closing, Strategic, and Sterling shall collectively sell and
ARCTIC shall purchase a thirty per cent interest in the
Bering Sea Abyssal Claim.
(3)
Deliveries of Strategic on Closing On Closing Strategic and Sterling shall each
execute and deliver (i) a certified copy of a resolution or
resolutions of the directors of each company authorizing this
Agreement; (ii) affirmative vote of its shareholders, as required
by applicable corporate or securities laws; and (iii) such other
items of documentation as counsel to the Parties and any of them
may advise and the Parties or any of them may reasonably
request.
(4)
Deliveries of ARCTIC on Closing
On Closing
ARCTIC shall execute and deliver (i) the
ARCTIC Consideration; (ii) a certified copy of a
resolution or resolutions of the directors of
ARCTIC authorizing this Agreement; (iii) such
other items or documentation as counsel to the Parties or any of
them may advise and the Parties of any of them may reasonably
request.
(5)
Registration of ARCTIC Shares
ARCTIC shall register the
120,000,000 restricted shares and pay all costs involved in
registering the shares to make them free trading at the earliest
possible date.
(6) ARCTIC
to Fund Expenditure ARCTIC shall spend the next one million dollars
on each of the the properties, then pay 35% share of future project
costs on each of the properties.
(7) Right to
Rescind Agreement if ARCTIC becomes Unable to Operate
Effectively: Strategic has at it’s sole discretion, the
right to return the shares to ARCTIC and rescind this agreement
with no penalty within 120 days if either: (i) ARCTIC becomes
embroiled in legal disputes with shareholders or other parties. Or
(2) ARCTIC fails to secure working capital to move the project
forward.
(c)
REPRESENTATIONS AND
WARRANTIES
(1)
Representations and Warranties of ARCTIC
ARCTIC hereby represents
and warrants to Strategic as follows:
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Organization
ARCTIC is a corporation
duly incorporated and organized and validly subsisting under the
laws of the State of Nevada and has all requisite corporate power,
capacity and authority to own or lease its property and
assets.
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Power and
Authority ARCTIC has all requisite corporate
power, authority and capacity to perform the obligations of
ARCTIC provided in this Agreement.
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Enforceability
This Agreement and all other
agreements and documents required to be delivered by
ARCTIC pursuant to this Agreement constitute, or at the
time of delivery of the same will constitute, legal, valid and
binding enforceable obligations of ARCTIC .
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Authorized and Issued
Capital The
authorized capital of ARCTIC consists of 500,000,000
shares of common stock, $0.00001 par value, of which not more than
245 million common shares have been duly and validly issued prior
to the issuance of the shares referred to in paragraph 2.01 and
ar
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