Exhibit 10.1
FARM-IN AGREEMENT FOR FARM-IN TO RANDALL ISLAND PROSPECT
This Farm-In Agreement ("FMA") is made
effective as of the 13th day of July,
2009.
AMONG:
DOMINUS
ENERGY, AG, a company having an office at
Geissbachliweg 6B,
6318
Walchil, Switzerland
("DOMINUS")
AND:
NORTHERN EXPLORATIONS LTD., a company having an office
at 9002 Green
Oaks Circle,
2nd Floor, Dallas, Texas 75243-7212
("NORTHERN")
(hereinafter "Party" or "Parties" as the context requires).
WHEREAS:
A. Archer has acquired all right, title
and interest to the Randall Island
Prospect (the
"Prospect") and the land,
geological and geophysical
'information and data used to
develop the concept of the Prospect. Archer
and Dominus entered into a
Participation Agreement, dated December 18,
2008, as amended April 15, 2009
(collectively, the "Agreement") pursuant to
which Dominus is entitled to earn a
35% working interest in the Prospect.
In addition, Archer is the owner of
oil and gas teases within the Prospect
(hereinafter referred to as the
"Leases") totaling 638 net acres, as more
fully described in Exhibit "A-4" to
Exhibit "C" of the Agreement covering
the lands in the Area of Mutual
Interest (hereinafter referred to as the
"AMI"), shown on the attached Exhibit "A"
to the Agreement and described as
follows:
Township 6N -- Range 74,
M.D.B. & M. Portions of
Sections 27 29 & Sections 32 -- 34
Pursuant to the
Agreement, Archer has made 35% of its
interest in the
Prospect available to
Dominus. Dominus shall be obligated to pay
its
proportional share of the acquisition
costs, including the anticipated oil
and gas lease acquisition costs,
together with the drilling and completing
costs of the Test Well provided for in the
Operating Agreement attached as
Exhibit "C" to the Agreement, with
estimates of these costs set out in the
"Authorization For Expenditure" attached
as Exhibit "B" to the Agreement.
B. Dominus desires to earn Thirty Five Percent of
One Hundred Percent (35% of
100%) of Archer's
interest in the Leases and the AMI
pursuant to the
conditions in the Agreement.
C. Northern wishes to farm-in and acquire from
Dominus and Dominus wishes to
farm-out and assign to Northern 10%
of the Farm-In Interest (as such term
is defined below) in accordance with the
terms and conditions contained in
this FIA.
NOW IT IS THEREFORE AGREED AS FOLLOWS:
1. DEFINITIONS AND SCOPE
1.1 For the purposes of this FIA,
unless the context otherwise requires,
the
following terms shall have the meanings ascribed thereto below:
"Completion" means the completion of
the transfer of the Farm-In Interest
respectively from Dominus to
Northern in accordance with the provisions of
this FIA.
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"Effective Date" means July 13, 2009.
"Farm-In Interest" means an
undivided net 3.5% working interest (being 10%
part of Dominus' entire 35% undivided
beneficial right, title and interest)
in the Leases & AMI.
1.2 The scope of this FIA
encompasses the transfer and assignment from
Dominus to
Northern, respectively, of the Farm-In Interest.
2. FARM-IN TERMS
2.1 In consideration of (a) the
assignment to Northern from Dominus of the
Farm-In
Interest, Northern agrees to pay to Dominus cash consideration
of $475,000
via 24 month maturity promissory note, payable subject to
successful
well completion, which is a repayment of the total
amounts
paid by
Dominus toward the interest to date, and to fund its
"Farm-In
Paying
Interest Share"; (being 35% of the cost
incurred under the
Agreement,
from the Effective Date as agreed by the Parties.
2.2 The obligations under the
Agreement as confirmed by the Parties are as
follows;
(i)
Contingent commitment
(ii) Finn
commitment
The drilling
of the "Test Well" as defined in the Agreement, for which
Northern shall be responsible for its proposal
share of such costs,
pursuant to
the estimates at Exhibit B of the Agreement.
2.3 The Parties agree that the
operations shall be conducted pursuant to
the
Participation Agreement and the Management Agreement,
attached as
Exhibit "C"
and Exhibit "D" respectively to the Agreement.
3. COMPLETION
3.1&
