PURCHASE, SALE AND ASSUMPTION AGREEMENT
THIS
AGREEMENT entered
into this 7th day of March, 2005.
BETWEEN:
TRIDENT
OIL AND GAS, INC.,
a Nevada corporation having offices
at
3273 E. Warm
Springs Road,
Las Vegas, Nevada, USA 89120
(the
"Vendor")
AND:
a Nevada
corporation having offices at
#314 - 837 West
Hastings Street
Vancouver,
British Columbia, Canada, V6C 3N6
WHEREAS:
A.
The Vendor is the owner of certain
assets, interests in certain oil and gas leases and other contracts
and agreements under a Purchase and Sale Agreement dated March 1,
2004, a copy of which is attached hereto and forms part of this
agreement. (the “Purchase and Sale
Agreement”).
B.
The Vendor has agreed to sell and
assign to the Purchaser and the Purchaser has agreed to purchase
from the Vendor all of the Vendor’s assets and beneficial
interest, rights and obligations in and to the Purchase and Sale
Agreement, upon and subject to the terms and conditions herein set
forth, it being the intention of the parties hereto that the
purchase price for the beneficial ownership of the Assets will be
the fair market value thereof.
IN
CONSIDERATION of the
premises, mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
In this Agreement, the following words or expressions shall have
the following meanings, namely:
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a)
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“
Appraised Value ” has the meaning ascribed
thereto by paragraph 3;
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b)
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“
Assets ” has the meaning ascribed to it in
paragraph 1.01 of the Purchase and Sale Agreement;
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c)
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“
Assumed Obligations ” has the meaning
ascribed to it in paragraph 1.02 of the Purchase and Sale
Agreement;
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d)
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“
Assignment of Leases and Contracts ” shall
have the meaning ascribed to it in paragraph 1.03 of the Purchase
and Sale Agreement;
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e)
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“
Declaration of Trust ” means the declaration
of trust between the Vendor and the Purchaser executed concurrently
with this Agreement in the form attached hereto as
Schedule B;
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f)
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“
Effective Date ” means the date on which the
Purchase Price is paid in full or the 180 th day from
the date of execution of this Agreement;
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g)
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“
Purchase and Sale Agreement ” means the
purchase and sale agreement attached hereto as Schedule A and
forming part of this Agreement by and between Production
Specialties Company and Trident Oil and Gas, Inc. dated March 1,
2004; and
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h)
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“
Purchase Price ” has the meaning ascribed
thereto by paragraph 3.
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1.2
Schedule A - Purchase and Sale Agreement, attached hereto, shall be
incorporated into and form part of this Agreement; and
1.3
Schedule B - Declaration of Trust, attached hereto, shall be
incorporated into and form a part of this Agreement:
2. PURCHASE
AND SALE
2.1
The Vendor hereby transfers, sells, assigns and sets over to the
Purchaser and the Purchaser hereby purchases, as of the Effective
Date its beneficial ownership, rights and obligations in and to the
Assets, the Assumed Obligations and the Assumption of Leases and
Contracts contained in the Purchase and Sale Agreement on the terms
and conditions hereinafter set forth.
2.3
The Vendor shall continue to hold the legal title to the Assets
transferred, sold assigned and set over to it under the Purchase
and Sale Agreement in trust, as bare trustee, for and on behalf of
the Purchaser from the Effective Date, in accordance with the terms
and conditions of the Declaration of Trust.
2.4
The Purchaser hereby assumes all liabilities, encumbrances and
charges related to the Assets, if any.
3.
PURCHASE PRICE
The purchase price (the “Purchase Price” or
“Appraised Value”) for the transfer, sale, assignment
of the beneficial ownership, rights and obligations in and to the
Assets, the
Assumed
Obligations and the Assumption of Leases and Contracts pursuant to
the Purchase and Sale Agreement transferred and assigned pursuant
to this Agreement shall be the fair market value thereof as of the
date of this Agreement, which the parties have determined to be Two
Hundred and Fifty Thousand Dollars ($250,000).
4.
PAYMENT OF PURCHASE PRICE
4.1
The Purchase Price shall be paid or otherwise satisfied by the
issuance of One Million (1,000,000) common voting shares in the
capital stock of the Purchaser at the price of $0.10 per share (the
“Purchase Shares”) and by the payment to the Vendor of
the sum of One Hundred and Fifty Thousand Dollars ($150,000). The
Purchase Shares shall be issued to the Vendor upon execution of
this Agreement, which shares shall be, upon issuance considered to
be fully paid and non-assessable. The sum of Two Hundred Thousand
Dollars ($150,000) shall be paid to the Vendor within 180 days of
execution of this Agreement.
5.
VENDOR’S REPRESENTATIONS AND WARRANTIES
5.1
The Vendor hereby represents and warrants to the Purchaser
that:
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a)
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it is the legal
and beneficial owner of the Assets;
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b)
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it has the
ability to perform its obligations under this Agreement including
without limitation the transfer of the Assets and the assignment of
the Purchase and Sale Agreement to the Purchaser, and no third
party consents or authorizations are required prior to the transfer
of the beneficial ownership of the Assets to the Purchaser, other
than from Trident Oil and Gas, Inc., which consent has been
obtained; and
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c)
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it has the
ability and capacity to perform its obligations under the
Declaration of Trust.
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5.2
The Purchaser hereby represents and warrants to the Vendor
that:
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a)
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it has the
ability to perform its obligations under this Agreement and under
the Purchase and Sale Agreement and without limiting the foregoing
has the capacity to enter into and perform its obligations under
the Declaration of Trust;
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b)
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it is
purchasing the Assets for use in the course of its commercial
activities;
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5.3
The representations and warranties set out in this paragraph 5
shall survive the completion of the transactions contemplated by
this Agreement.
6.
FURTHER ASSURANCES
The Vendor and the Purchaser shall do or cause to be done all such
further acts and things and shall execute or cause to be executed
all such further deeds, documents, elections and instruments as may
be reasonably necessary for the purpose of completing the
transactions contemplated by this Agreement.
This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and
assigns.
9.
NOTICES
All notices, directions, or other instruments required or permitted
to be given to the parties hereto shall be in writing and shall be
delivered to the address of the party to whom it is directed as set
forth on the first page of this Agreement.
10.
MODIFICATION
This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto or their
respective successors or assigns.
11.
GOVERNING LAW
This Agreement shall be governed by and be construed in accordance
with the laws of the State of Nevada.
12.
HEADINGS
The headings of the clauses of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.
13.
TIME OF ESSENCE
Time shall be of the essence of this Agreement.
14.
COUNTERPARTS AND FACSIMILE
This Agreement may be signed and delivered in counterparts and/or
by electronic facsimile by the parties in counterparts, each of
which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF the
parties have caused these presents to be executed as of the date
first written above.
VENDOR: TRIDENT OIL AND GAS, INC.
PURCHASER: TRYX VENTURES,
INC.
Per: /s/ Alessandra
Bordon
SCHEDULE
“A”
PURCHASE AND SALE
AGREEMENT
By and Between
PRODUCTION SPECIALTIES COMPANY
(“SELLER”)
and
TRIDENT OIL AND GAS, INC.
(“PURCHASER”)
THIS
PURCHASE AND SALE AGREEMENT is made and entered into as of March 1, 2004, by
and between PRODUCTION SPECIALTIES COMPANY, A CALIFORNIA
CORPORATION (“Seller”), and TRIDENT OIL AND GAS, INC.,
A NEVADA CORPORATION (“Purchaser”).
WHEREAS, the respective Boards of Directors of both
Seller and Purchaser have approved the terms of this Agreement and
the transaction contemplated hereby; and
WHEREAS, this Agreement provides for the sale of certain
of Seller’s rights and interests in and to certain oil and
gas leases and other contracts and agreements to Purchaser;
and
WHEREAS, Seller and Purchaser desire to set forth the
terms of their agreement and transaction as provided for
herein;
NOW,
THEREFORE, in
consideration of the promises and agreements herein contained, the
parties hereto agree as follows:
ARTICLE 1 - ASSETS PURCHASED
AND LIABILITIES ASSUMED
1.01
Purchase and Sale of
Assets. Subject to the
terms and conditions of this Agreement, at Closing (as hereinafter
defined), Seller shall convey, assign, transfer and deliver, and
Purchaser shall purchase and receive an undivided thirty seven and
one-half percent (37.50%) of all of Seller’s rights, title
and interests in and to all of the (i) Oil and Gas Leases, (ii)
Declarations of Pooling, (iii) Oil and/or Gas Wells, (iv) Joint
Operating Agreements, (v) Farm-out Agreements, and (vi) other
Contracts and Agreements of any kind described or referred to in
Exhibit “A” attached hereto. Seller’s undivided
rights, title and interests in and to the Oil and Gas Leases,
Declarations of Pooling, Oil and/or Gas Wells, Joint Operating
Agreements, Farmout Agreements, and other Contracts and Agreements
described in Exhibit “A” attached hereto are
hereinafter collectively referred to as the
“Assets.”
1.02
Assumption of
Obligations. Purchaser
shall take its interest in the Assets “AS IS” subject
to all obligations and liabilities that are associated with such
interest, including drilling costs, clean up costs, well closing,
plugging and abandonment costs and expenses, and all surface
remediation and environmental (surface and subsurface) costs,
expenses and liabilities, all of which obligations and liabilities
Purchaser agrees to assume (the “ Assumed Obligations
”) and to defend and hold Seller harmless from and against
any and all claims, liabilities, costs and expenses (including all
attorney’s fees) with respect thereto.
1.03
Assumption of Leases and
Contracts. Purchaser
assumes and shall perform, as to its undivided interest, all duties
and obligations under all of the Oil and Gas Leases, Declarations
of Pooling, Joint Operating Agreements, Farm-out Agreements and
other Contracts, Agreements, permits and other matters that are a
part of the Assets or are otherwise being conveyed and assigned to
Purchaser pursuant to this Agreement and the Assignment and Bill of
Sale provided for in Article 7 (Assignment and Bill of Sale) below.
Purchaser shall defend and hold Seller harmless from and against
any and all claims, liabilities, costs and expenses (including all
attorneys’ fees) arising out of or in any way related to any
failure or refusal on Purchaser’s part to fully perform any
duty or obligation hereby assumed by Purchaser under any Lease,
Contract, Agreement, permit or other matter.
ARTICLE 2 - CLOSING;
PURCHASE PRICE
2.01
Closing. The closing of the transaction contemplated in
this Agreement (the “ Closing ”) shall be on
March 1, 2004 (“ Closing Date ”), time being of
the essence. In the event closing does not occur on or before the
Closing Date, or such other date as the parties shall mutually
agree in writing, this Agreement shall become null and void and of
no further force or effect.
2.02
Purchase Price.
At Closing, Purchaser shall pay to
Seller the sum of One Hundred Twelve Thousand Five Hundred Dollars
($112,500.00) as the Purchase Price for the undivided interest in
the Assets being purchased by Purchaser. Such Purchase Price shall
be paid in cash at Closing.
ARTICLE 3 - REPRESENTATIONS
AND
WARRANTIES OF
SELLER
Seller hereby
represents and warrants to Purchaser as follows:
3.01
Special Warranty of
Title . Seller represents
and warrants that Seller has not sold, assigned, conveyed,
encumbered and/or otherwise hypothecated any of the
Assets.
3.02
Tax Matters
. To the best knowledge of Seller,
Seller has duly and timely filed all tax returns and reports
required to be filed by Seller prior to Closing, except to the
extent that any failure or alleged failure to file any tax return
or report would not have a material adverse effect on Seller or the
purchased Assets. To the best knowledge of Seller, all of
Seller’s tax returns and reports are true and complete in all
materials respects.
3.03
Litigation
. Seller represents, to the best of
its knowledge, that there is no prosecution, suit, action,
arbitration proceeding or governmental proceeding pending
or
threatened
against or affecting Seller, any of the Assets, or the transaction
contemplated herein. To the best knowledge of Seller, there is not
outstanding against Seller any decision, judgment, decree,
injunction, rule or order of any court, arbitrator or governmental
entity affecting any of the Assets or this transaction.
3.04
Brokers . Purchaser shall not have any obligation or
liability to pay any fee, commission or other compensation to any
person or entity engaged by Seller in connection with this
Agreement or the transaction contemplated herein.
3.05
True Copies
. All copies of documents delivered
or made available to Purchaser in connection with this Agreement
are true and correct copies of the originals thereof.
3.06
Compliance with Law and
Regulations. To the best
of Seller’s knowledge, Seller is in material compliance with
all federal, state and local laws, regulations and ordinances
applicable to its business and operations.
ARTICLE 4 - REPRESENTATIONS
AND
WARRANTIES OF
PURCHASER
Purchaser
hereby represents and warrants to Seller as follows:
4.01
Organization and Good
Standing . Purchaser is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and is duly qualified and in
good standing as a foreign corporation in each jurisdiction in
which any of the Assets are located.
4.02
Capitalization and Financial
Resources . Purchaser has
the necessary capitalization and financial resources to fulfill its
commitments set forth in this Agreement, including, but not limited
to, the payment of the Purchase Price and the assumption of
obligations and liabilities as provided for herein.
4.03
Authority Relative to this
Agreement . Purchaser has
the requisite and corporate power and authority to enter into this
Agreement and all ancillary documents, and to carry out its
obligations hereunder and thereunder. The execution and delivery of
this Agreement and each ancillary document, and the consummation of
the transactions contemplated herein and therein, have been duly
authorized by the Board of Directors of Purchaser, or by an
authorized committee thereof, and do not violate any provision of
the Articles or Certificate of Incorporation or Bylaws of
Purchaser. No other corporate proceeding on the part of Purchaser
is necessary to authorize this Agreement, the ancillary documents
and/or the transaction contemplated herein and therein. The
execution and delivery of this Agreement and each ancillary
document, and the
consummation of
the transaction provided for herein and therein will not conflict
with or effect a breach, violation or default, or cause an event of
default, under any mortgage, lease, or other material agreement or
instrument, or any statute, regulation, order, judgment or decree
to which Purchase is a party or by which Purchaser is bound, or any
law or governmental regulation applicable to Purchaser, or require
the consent of any person (other than the parties to this
Agreement). This Agreement and the ancillary documents constitute
legal, valid and binding obligations of Purchaser, enforceable in
accordance with their terms, except as enforcement thereof may be
limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors
generally, whether applied at law or in equity.
4.04
No Broker . Seller shall not have any obligation or
liability to pay any fee or other compensation to any person or
entity engaged by Purchaser in connection with this Agreement or
the transaction contemplated herein.
4.05
No Reliance
. Purchaser is purchasing and
accepting its interest in the Assets “AS IS” without
any express or implied warranty of any kind, except for the special
warranty of title provided for in Section 3.01 above. Purchaser is
entering into this transaction solely on the basis of
Purchaser’s own expertise, inspection, evaluation,
familiarity with and knowledge of the Assets. Purchaser is not
relying on any representation, estimate, claim, warranty,
statement, data, or information of any kind made or provided to
Purchaser or any of its employees, agents, consultants, etc., by
Seller or any employee, agent, or other representative of Seller.
No patent or latent condition affecting the Assets (or any Asset)
in any way, whether now known or discovered or hereafter
discovered, shall in any way affect any of Purchaser’s
obligations contained in this Agreement, or give rise to any right
of or to damages, rescission, or any other legal or equitable right
or remedy on behalf of Purchaser against Seller.
4.06
SELLER’S
DISCLAIMER . EXCEPT FOR
THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 3.01 ABOVE,
SELLER MAKES NO REPRESENTATION OR WARRANTY, AND SELLER HEREBY
EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY
REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION, ORALLY OR IN
WRITING, MADE OR COMMUNICATED TO PURCHASER INCLUDING, BUT NOT
LIMITED TO, ANY OPINION, INFORMATION OR ADVISE WHICH MAY HAVE BEEN
PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT,
CONSULTANT OR REPRESENTATIVE OF SELLER, ANY ENGINEER OR ENGINEERING
FIRM, OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER.
IN ADDITION, PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND
SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, AS WELL
AS ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
IMPLIED, RELATING TO THE ASSETS OR
THEIR
CONDITION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
PURCHASER IS ACQUIRING INTEREST IN THE ASSETS IN “AS-IS,
WHERE-IS” CONDITION WITH ALL FAULTS.
ARTICLE 5 - SURVIVAL OF
REPRESENTATIONS;
AND WARRANTIES;
INDEMNIFICATION
5.01
Survival of Representations and
Warranties. All
representations and warranties made by the parties, as contained in
this Agreement or in any ancillary document, as well as any
indemnification made by any party, shall survive the
Closing.
5.02
Indemnification by
Purchaser. Purchaser
agrees to indemnify and to hold Seller harmless from and against
any and all damages, losses, liabilities, deficiencies, costs
and/or expenses, including all attorneys’ fees, expenses and
other out-of-pocket costs of litigation and/or arbitration
(collectively “ Damages ”), resulting from,
arising out of or in any way in connection with or related to
Seller’s ownership and/or operation of the Assets (insofar as
the interest being sold to Purchaser) at any time before or after
Closing, whether or not any such Damages are in connection with any
action, suit, proceeding, demand or judgment of a third
party
(including governmental entities) or involve any other matter or
proceeding. The foregoing indemnification shall include all damages
arising out of or in connection with environmental
matters.
ARTICLE 6 - CONDITIONS TO
CLOSING
7.01
Conditions to Obligation of
Purchaser to Close . The
obligation of Purchaser to close the transaction contemplated
hereby is subject to the satisfaction of the following
conditions:
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Purchaser shall
have the right to conduct such inspections and investigations of
the Assets as Purchaser deems necessary. In the event that
Purchaser, in its sole discretion, determines that the purchase
contemplated herein is not in its best interest, Purchaser shall
have the right to cancel this Agreement and this Agreement shall be
null and void and of no further force or effect.
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It is agreed
that Seller shall deliver marketable title to the Assets. Closing
shall constitute Purchaser’s full approval and acceptance of
title. It is agreed that Seller will provide to Purchaser all log
reports, geological reports, production runs and other data and
information in Seller’s possession.
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At the Closing,
Seller shall deliver to Purchaser an Assignment and Bill of Sale of
and to the interest in the Assets being purchased by Purchaser. The
Assignment and Bill of Sale shall be executed and delivered by
Seller to Purchaser at the Closing in the form attached hereto as
Exhibit “B.” At the Closing, Purchaser shall pay the
Purchase Price, in cash, to Seller.
ARTICLE 8 - ADDITIONAL
AGREEMENTS
8.01
Agreements as to Tax
Matters . The parties
will cooperate fully with each other in connection with the
preparation, signing and filing of tax returns and in any other
matters involving taxes relating to the Assets.
8.02 Post-Closing Documents . The parties will cooperate with one another
after Closing and, without any further consideration, will execute
and deliver such other documents as shall be reasonably required
after Closing to transfer title to the interest in the Assets being
purchased by Purchaser. The parties will take any other action
necessary to carry out the intent and purposes of this
Agreement.
8.03 Notice . Each party shall notify the other of any
claim, demand, action, suit or proceeding relating to, or arising
in connection with, the Assets as soon as practicable after
learning of such claim, demand, action, suit, or
proceeding.
ARTICLE 9 - GENERAL
PROVISIONS
9.01 Expenses . Each party shall pay its own expenses
(including legal and accounting costs and expenses) in connection
with the negotiation, preparation and consummation of this
Agreement.
9.02 Governing Law; Waiver of Jury Trial
. All questions concerning the
construction, interpretation, validity and enforcement of this
Agreement shall be governed by the laws of the State of California
without giving effect to any choice or conflict of law provisions
or rules (whether in the State of California or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.
9.03 Submission to Jurisdiction
. Any legal action or proceeding
with respect to this Agreement or any of the rights or interests of
the parties hereunder shall be brought in the courts of the State
of California located in the County of Tehama and, by execution and
delivery of this Agreement, the Purchaser hereby accepts for itself
and in respect of its property, generally and
unconditionally, the jurisdiction and venue of
the aforesaid court(s). Each party hereby irrevocably waives, in
connection with any action or proceeding, any objection, including,
without limitation, any objection to venue based on grounds of
forum non conveniens, which it may now or hereafter have to the
bringing of any action or proceeding in the aforesaid jurisdiction
and venue. Each party hereby irrevocably consents to the service of
process of the aforementioned court(s) in any such action or
proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at its address as set forth
herein.
9.04 Headings . Article and Section
headings used in this Agreement are for convenience only and shall
not affect the meaning or construction of this
Agreement.
9.05 Notices . All notices and other
communications hereunder shall be in writing and shall be deemed
given if delivered personally or mailed by certified mail (return
receipt requested) to a party at the following address (or at such
other address as a party shall specify by like notice), or if sent
by facsimile to a party at the following facsimile
number;
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Trident Oil and
Gas, Inc.
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3273 East Warm
Springs Road
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Facsimile
Number:
_____________________
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Production
Specialties Company
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Woodland,
California 95776-0880
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Facsimile
Number: (530) 668-5329
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9.06 Parties in Interest . All of the terms and provisions of this
Agreement shall be binding upon, and shall inure to the benefit of
and be enforceable by the successors and assigns of Seller and
Purchaser.
9.07 Final Agreement; Entire Agreement
. This Agreement is the final
agreement between the parties and constitutes the entire agreement
between them. This Agreement supersedes all prior agreements and
understandings, written or oral, whether signed or unsigned, with
respect to the subject matter hereof.
9.08 Counterparts . This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, and
all of which shall constitute one and the same
instrument.
9.09 Amendment . This Agreement may be amended only by an
instrument in writing signed by or on behalf of each of the parties
hereto.
IN WITNESS WHEREOF , the parties have duly executed this Agreement
as of the date first written above.
SELLER
PRODUCTION SPECIALTIES COMPANY
By :/s/Dero
Parker
President
(Name)
(Title)
BUYER
TRIDENT OIL AND GAS, INC.
By :/s/ Stuart
McPherson
(Name)
(Title)
EXHIBIT
“A”
Attached to and made a
part of that certain
Purchase and Sale
Agreement,
dated March 1, 2004,
by and between
Production Specialties Company, as
Seller,
and Trident Oil and Gas, Inc., as
Purchaser
(East Corning Area)
A.
Declaration of Pooling for the Brave Ulysses #1A-36 Gas Unit dated
effective the date of first production (July 12, 2002) recorded
September 22, 2003 as document number 19580 and recorded in Book
2374 at Page 40 of the records of Tehama County, California and
covering the following wells and leases:
Wells:
Brave Ulysses #1A-36 and
Bell Bottom Blues #1-36
1. Oil and Gas
Lease (Short Form) dated May 15, 2002, between Kenneth C. Russell,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
August 12, 2002, in Book 2181 at Page 017, Official Records, Tehama
County, California, insofar and only insofar as said lease covers
the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31: Lot
3, Block 84 of Maywood Colony No. 9, as the same is shown on the
Map entitled: “MAYWOOD Colony No. 9 Tehama County Cal”,
filed in the Office of the County Recorder of the County of Tehama,
State of California, June 5, 1897, in Book B of Maps at Page
28
2. Oil and Gas
Lease (Short Form) dated April 5, 2002, between Edgar E. Russell,
Trustee or his Successors in Trust under the Russell Living Trust
dated
November 15,
1995 as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded August 12, 2002, in Book 2181 at Page 020, Official
Records, Tehama County, California, insofar and only insofar as
said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31: Lot
3, Block 84 of Maywood Colony No. 9, as the same is shown on the
Map entitled: “MAYWOOD Colony No. 9 Tehama County Cal”,
filed in the Office of the County Recorder of the County of Tehama,
State of California, June 5, 1897, in Book B of Maps at Page
28
3. Oil and Gas
Lease (Short Form) dated December 21, 2001 between Ann Watson,
Scott S. Watson, John D. Watson and Sarah Watson, Trustees of the
Watson Family Trust, as Lessor, and Lario Oil & Gas Company, as
Lessee, recorded April 29, 2002 in Book 2144 at Page 331 of the
Official Records, Tehama County, California, insofar and only
insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31: Lot
7 in Block 84 of Maywood Colony No. 9, as the same is shown on the
Map filed in the Tehama County Recorder’s Office, June 5,
1897, in Book B of Maps, at Page 28, situated in the County of
Tehama, State of California
4. Oil, Gas and
Mineral Lease (Short Form) dated August 26, 1998 between Bates
Estate Company, as Lessor, and Petroleum Properties Corporation, as
Lessee, recorded September 29, 1998 in Book 1821 at Page 063 of the
Official Records, Tehama County, California, insofar and only
insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Sections 31:
The South one-half of the Southwest one-quarter (S/2SW/4) and the
South one-half of the North one-half of the Southwest one-quarter
(S/2N/2SW/4) and the Northwest one-quarter of the Northwest
one-quarter of the Southwest one-quarter (NW/4NW/4SW/4)
5. Oil and Gas
Lease (Short Form) dated December 21, 2001, between Daniel Barnum
and Patricia Passemar, sole heirs of Elinor B. Barnum, deceased and
sole beneficiaries of the Trust created under the Will of Walter
Douglas Barnum, deceased, as Lessor, and Lario Oil & Gas
Company, as Lessee, recorded March 21, 2002 in Book 2130 at Page
039 of the Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31: All
of those certain Lots numbered 5 and 6 in Block 84, as said Lots
and Blocks are delineated and designated on that certain Map
entitled “Maywood Colony No. 9”, which Map is now on
file in the Office of the Recorder in the County of Tehama, State
of California.
6. Oil and Gas
Lease (Short Form) dated February 1, 2002, between Jay B. Keller
and Shari A. Keller, as Lessor, and Lario Oil & Gas Company, as
Lessee, recorded March 21, 2002 in Book 2130 at Page 031 of the
Official Records, Tehama County, California, insofar and only
insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31:
Lots 4 and 8 in Block 84 of Maywood Colony No. 9 as the same are
shown on the Map thereof, filed in the Tehama County
Recorder’s Office, June 5, 1897 in Book B of Maps, at Page
28.
7. Oil, Gas and
Mineral Lease (Short Form) dated January 25, 1999, between Wilbur
Reynolds, Jr. and Margaret Reynolds, as Lessor, and Petroleum
Properties Corporation, as Lessee, recorded March 26,1999 in Book
1860 at Page 084 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the
following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31:
Lots 1 and 2 in Block 84, all in Maywood Colony No. 9, as the same
are shown on the Map entitled, “Maywood Colony No. 9, Tehama
County, California” filed in the office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
8. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Donald Eugene
Raisner and Kay Elaine Raisner, as Lessor, and Lario Oil & Gas
Company, as Lessee, recorded August 30, 2002, in Book 2189 at Page
142 of the Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Sections
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
9. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Wilbur B. Raisner
and Georgene Raisner, Trustees of the Wilbur B. and Georgene T.
Raisner Family Trust, as Lessor, and Lario Oil & Gas Company,
as Lessee, recorded August 30, 2002 in Book 2189 at Page 145 of the
Official Records, Tehama County, California, insofar and only
insofar as said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section 31:
Lots 1 and 2 in Block 84, of Maywood Colony No. 9, as the same is
shown on the Map entitled, “Maywood Colony No. 9, Tehama
County, Cal” filed in the Office of the County Recorder of
the County of Tehama, State of California, June 5, 1897 in Book B
of Maps at Page 28.
10. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Sharon Huddleston,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
August 30, 2002 in Book 2189 at Page 149 of the Official Records,
Tehama County, California, insofar and only insofar as said lease
covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Sections
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
11. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Beverley
Emerson-Orr, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded August 30, 2002 in Book 2189 at Page 152 of the Official
Records, Tehama County, California, insofar and only insofar as
said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
12. Oil and Gas
Lease (Short Form) dated April 15, 2002, between William Wood
Wadman, III, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded August 30, 2002 in Book 2189 at Page 155 of the Official
Records, Tehama County, California, insofar and only insofar as
said lease covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
13. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Patricia L. Silva,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
August 30, 2002 in Book 2189 at Page 158 of the Official Records,
Tehama County, California, insofar and only insofar as said lease
covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
14. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Jeffrey Leo Miner,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
August 30, 2002 in Book 2189 at Page 162 of the Official Records,
Tehama County, California, insofar and only insofar as said lease
covers the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
15. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Sheila Miner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August
30, 2002 in Book 2189 at Page 165 of the Official Records, Tehama
County, California, insofar and only insofar as said lease covers
the following lands:
Township 24
North, Range 2 West, M.D.B.&M .
Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No.
9, as the same is shown on the Map entitled, “Maywood Colony
No. 9, Tehama County, Cal” filed in the Office of the County
Recorder of the County of Tehama, State of California, June 5, 1897
in Book B of Maps at Page 28.
16. Oil and Gas
Lease (Short Form) dated April 15, 2002, between Gilbert Eugene
Friesen, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded
