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NOTICE OF CONFIDENTIALITY
RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE
IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S
LICENSE NUMBER.
OIL, GAS AND MINERAL LEASE
THIS AGREEMENT made this 31st day of July 2005, between
Sandy Monferdini and wife Rosemary Monferdini,
Lessor (whether one or more), whose address is:
P.O. Box 1652, Alice, Texas 78332
and Thrust Energy Corp., a Nevada corporation, having an address of
807-1050
Burrard Street, Vancouver, B.C. V6Z 2S3.
1. Lessor, in consideration of Ten Thousand and no/100 ($10,000.00)
U.S.
Dollars, receipt of which is hereby acknowledged, and of the
covenants and
agreements of Lessee hereinafter contained, does hereby grant,
lease and let
unto Lessee the land covered hereby for the purposes and with the
exclusive
right of exploring, drilling, mining and operating for, producing
and owning
oil, gas, sulphur and all other minerals (whether or not similar to
those
mentioned), together with the right to make surveys on said land,
lay pipe
lines, establish and utilize facilities for surface or subsurface
disposal of
saltwater, construct roads and bridges, dig canals, build tanks,
power stations,
telephone tines, employee houses and other structures on said land,
necessary or
useful in Lessee's operations in exploring, drilling for,
producing, treating,
storing and transporting minerals produced from the land covered
hereby or any
other land adjacent thereto. The land covered hereby, herein called
"said
land," is located in the County of Jim Wells State of Texas and is
described as
follows:
346.16 acres of land, more or less, out of the "La Vaca' Jose Maria
Garcia
Survey, A- 166, situate in Jims Wells County, Texas, said tract
being Lots 1 - 3
and 14-16 of Section or Block No. 3 and Lots 4-13 of Section or
Block No.2 of
the Theodore Plummer's Re-Subdivision of the Camada Ranch as shown
by map or
plat recorded in Volume I, Page 42, of the Transcribed Map Records,
Jim Wells
County, Texas, and being more particularly described in that
certain deed dated
January 14, 1980 from Joe Belle Sears Ryan, individually and as
Independent
Executrix of the Estate of Jack R. Ryan, to Sandy Monferdini and
wife Rosemary
Monferdini, recorded in Volume 390, Page 200, Deed Records of Jim
Wells County,
Texas.
FOR ADDITIONAL TERMS AND CONDITIONS SEE ADDENDUM (12-35) ATTACHED
HERETO AND
MADE A PART HEREOF.
This lease also covers and includes, in addition to that above
described, all
land, if any, contiguous or adjacent to or adjoining the land above
described
and (a) owned or claimed by Lessor by limitation, prescription,
possession.
reversion or unrecorded instrument or (b) as to which Lessor has a
preference
right of acquisition. Lessor agrees to execute any supplemental
instrument
requested by Lessee for a more complete or accurate description of
said land.
For the purpose of determining the amount of any bonus, delay
rental or other
payment hereunder, said land shall be deemed to contain 346.16
acres, whether
actually containing mote or less, and the above recital of acreage
in any tract
shall be deemed to be the true acreage thereof. Lessor accepts the
bonus and
agrees to accept the delay rental as lump sum consideration for
this lease and
all rights and options hereunder.
2. Unless sooner terminated or longer kept in force under other
provisions
hereof, this lease shall remain in force for a term of Five (5)
years from the
date hereof, hereinafter called "primary term," and as long
thereafter as
operations, as hereinafter defined, are conducted upon said land
with no
cessation for more than ninety (90) consecutive days.
3. As royalty, Lessee covenants and agrees: (a) To deliver to the
credit of
Lessor, in the pipe line to which Lessee may connect its wells, the
equal
one-eighth part of all oil produced and saved by Lessee from said
land, or from
time to time, at the option of Lessee, to pay Lessor the average
posted market
price of such one-eighth part of such oil as the wells as of the
day it is run
to the pipe line or storage tanks, Lessor's interest, in either
case, to bear
one-eighth of the cost of treating oil to render it marketable pipe
line oil;
(b) To pay Lessor on gas and casinghead gas produced from said land
(1) when
sold by Lessee, one-eighth of the amount realized by Lessee,
computed at the
mouth of the well, or (2) when used by Lessee off said land or in
the
manufacture of gasoline or other products, the market value, at the
mouth of the
well, of one-eighth of such gas and casinghead gas, (c) To pay
Lesser on all
other minerals mined and marketed or utilized by Lesser from said
land,
one-tenth either in kind or value at the well or mine at Lessees
election,
except that on sulphur mined and marketed the royalty shall be one
dollar
($l.00) per long ton. If; at the expiration of the primary teem or
at any time
or times thereafter, there is any well an said land or on lands
with which said
land or any portion thereof has been pooled, capable of producing
oil or gas,
and all such wells are shut-in, this lease shall, nevertheless,
continue in
force as though operations were being conducted on said land for so
tong as said
wells are shot-in, and thereafter this lease may be continued in
force as if no
shut-in had occurred. Lessee covenants and agrees to use reasonable
diligence to
produce, utilize, or market the minerals capable of being produced
from said
wells, but in the exercise of such diligence, Lessee shall not be
obligated to
install of furnish facilities other than well facilities and
ordinary lease
facilities of flow lines, separator, and lease tank, and shall not
be required
to settle labor trouble or to market gas upon terms unacceptable to
Lessee. If,
at any time or times after the expiration of the primary term, all
such wells
are shut-in for a period of ninety consecutive days, and during
such time there
are no operations on said land, then at or before the expiration of
said ninety
day period, Lessee shall pay or tender, by check or draft of
Lessee, as royalty,
a sum equal to the amount of annual delay rental provided for in
this lease.
Lessee shall make like payments, or tenders at or before the end of
each
anniversary of the expiration of said ninety day period if upon
such anniversary
this lease is being continued in force solely by reason of the
provisions of
this paragraph. Each such payment or tender shall be made to the
parties who at
the time of payment would be entitled to receive the royalties
which would be
paid under this lease if the wells were producing, and may be
deposited in a
depository hank provided for below, Nothing herein shall impair
Lessee's right
to release as provided in paragraph 5 hereof. In event of
assignment of this
lease in whole or in part, liability for payment hereunder shall
rest
exclusively on the then owner or owners of this tease, severally as
to acreage
owned by each.
4. Lessee is hereby granted the right at its option, to pool or
unitize any
land covered by this lease with any other land covered by this
lease, and/or
with any other land, lease, or leases, as to any or all minerals or
horizons, so
as to establish units containing not more than 80 surface acres,
plus 10%
acreage tolerance; provided, however, units may be established as
to any one or
more horizons, or existing units may be enlarged as to any one or
more horizons,
so as to contain not more than 640 surface acres plus 10% acreage
tolerance, if
limited to one or more of the following: (1) gas, other than
casinghead gas, (2)
liquid hydrocarbons (condensate) which are not liquids in the
subsurface
reservoir, (3) minerals produced from wells classified as gas wells
by the
conservation agency having jurisdiction. If larger units than any
of those
herein permitted, other at the time established, or after
enlargement, are
required under any governmental rule or order, for the drilling or
operation of
a well at a regular location, or for obtaining maximum allowable
from any well
to be drilled, drilling, or already drilled, any such unit may be
established or
enlarged to conform to the size required by such governmental order
or rule.
Lessee shall exercise said option as to each desired unit by
executing an
instrument identifying such unit and filing it for record in the
public office
in which this lease is recorded. Each of said options maybe
exercised by Lesser
at any time and from time to time while this lease is in force, and
whether
before or after production has been established either on said
land, or on the
portion of said land included in the unit, or on other land
unitized therewith.
A unit established hereunder shall be valid and effective for all
purposes of
this lease even though there may be mineral, royalty, or leasehold
interests in
lands within the unit which are not effectively pooled or unitized.
Any
operations conducted on any part of such unitized land shall be
considered, for
all purposes, except the payment of royalty, operations conducted
upon said land
under this lease. There shall be allocated to the land covered by
this, lease
within each such unit (or to each separate tract within the unit if
this lease
covers separate tracts within the unit) that proportion of the
total production
of unitized minerals from the unit, after deducting any used in
lease or unit
operations, which the number of surface acres in such land (or in
each such
separate tract) covered by this lease within the unit bears to the
total number
of surface acres in the unit, and the production so allocated shall
be
considered for all purposes, including payment or delivery of
royalty,
overriding royalty and any other payments out of production, to be
the entire
production of unitized minerals from the land to which allocated in
the same
manner as though produced therefrom under the terms of this lease.
The owner of
the reversionary estate of any term royalty or mineral estate
agrees that the
accrual of royalties pursuant to this paragraph or of shut-in
royalties from a
well on the unit shall satisfy any limitation of limitation of term
requiring
production of oil or gas. The formation of any unit hereunder which
includes
land not covered by this lease shall not have the effect of
exchanging or
transferring any interest under this lease (including, without
limitation, any
delay rental and shut-in royalty which may become payable under
this lease)
between parties owning interests in land covered by this lease and
parties
owning interests in land not covered by this lease. Neither shall
it impair the
right of Lesser to release as provided in paragraph 5 hereof,
except that Lessee
may not so release as to lands within a unit while there are
operations thereon
for unitized minerals unless all pooled leases are released as to
lands within
the unit. At any time while this lease is in force Lessee may
dissolve any unit
established hereunder by filing for record in the public office
where this tease
is recorded a declaration to that effect, if at that time no
operations are
being conducted thereon for unitized minerals. Subject to the
provisions of
this paragraph 4, a unit once established hereunder shall remain in
force so
long as any lease subject thereto shall remain in force. If this
lease now or
hereafter covers separate tracts, no pooling or unitization of
royalty interests
as between any such separate tracts is intended or shall be implied
or result
merely from the inclusion of such separate tracts within this lease
but Lessee
shall nevertheless have the right to pool or unitize as provided in
this
paragraph 4 with consequent allocation of production as herein
provided. As
used in this paragraph 4, the words "separate tract' mean any tract
with royalty
ownership differing, now or hereafter, either as to parties or
amounts, from
that as to any other part of the leased premises.
5. If operations are not conducted on said land on or before the
first
anniversary date hereof, this tease shall terminate as to both
parties, unless
Lessee on or before said date shall, subject to the further
provisions hereof,
pay or tender to Lessor or to Lessor's credit in the Wells Fargo
Bank at 600 B.
Main St., Alice, Texas 78332 or its successors, which shall
continue as the
depository, regardless of changes in ownership of delay rental,
royalties, or
other moneys, the sum $1,730.75 U.S. which shall operate as delay
rental and
rover the privilege of deferring operations for one year from said
date. In
like manner and upon like payments or lenders, operations may be
further
deferred for like periods of one year each during the primary term.
If at any
time that Lessee pays or tenders delay rental, royalties, or other
moneys, two
or more parties are, or claim to be entitled to receive same,
Lessee may, in
lieu of any other method of payment therein provided, pay or tender
such rent at
royalties, or other money, in the manner herein specified, either
jointly to
such parties or separately to each in accordance with their
respective
ownerships thereof, as Lessee may elect. Any payment hereunder may
be made by
check or draft of Lessee deposited in the mail of delivered to
Lessor or too
depository bank on or before the last date for payment. Said delay
rental shall
be apportionable as to said land on an acreage basis, and a failure
to make
proper payment or lender of delay rental as to any portion of said
land or as to
any interest therein shall not affect this lease as to any portion
of said land
or as to any interest therein as to which proper payment or tender
is made. Any
payment or tender which is made in an attempt to make proper
payment but which
is erroneous in whole or in part as to parties, amounts, or
depository shall
nevertheless be sufficient to prevent termination of this lease and
to extend
the tone within which operations maybe conducted in the same manner
as though a
proper payment had been made; provided, however, Lessee shall
correct such error
within thirty (30) days after Lessee has received written notice
thereof from
Lessor. Lessee may at any time and from time to time execute and
deliver to
Lessor or file for record a release or releases of this lease as to
any part or
all of said land or of any mineral or horizon thereunder, and
thereby be
relieved of all obligations as to the released acreage or interest.
If this
lease is so released as to all minerals and horizons under a
portion of said
land, the delay rental and other payments computed in accordance
therewith shall
thereupon be reduced in the proportion that the acreage released
bears to the
acreage which was covered by this lease immediately prior to such
release.
6. If at any time or times during the primary term operations are
conducted
on said land and if all operations are discontinued, this lease
shall thereafter
terminate on its anniversary date next following the ninetieth day
after such
discontinuance unless on or before such anniversary date Lessee
either(1)
conducts operations or (2) commences or resumes the payment or
tender of delay
rental; provided, however, if such anniversary date is at the end
of the primary
term, or if there is no further anniversary date of the primary
term, this lease
shall terminate at the end of such term or on the ninetieth day
after
discontinuance of all operations, whichever is the later date,
unless on such
later date either (1) Lessee is conducting operations or (2) the
shut-in well
provisions of paragraph 3 or the provisions of paragraph 11 are
applicable.
Whenever used in this lease the word 'operations' shall mean
operations for and
any of the following: drilling, testing, completing, reworking,
recompleting,
deepening, plugging back or repairing of a well in search for or in
an endeavor
to obtain production of oil, gas, sulphur or other minerals,
excavating a mine,
production of oil, gas, sulphur or other mineral, whether or not in
paying
quantities.
7. Lessee shall have the use, free from royalty, of water, other
than from
Lessor's waterwells, and of oil and gas produced from said land in
all
operations hereunder. Lessee shall have the right at any time to
remove all
machinery and fixtures placed on said land, including the right to
draw and
remove casing. No well shall be drilled nearer than 200 feet to the
house or
barn now on said land without the consent of the Lessor. Lessee
shall pay for
damages caused by its operations to growing crops and timber on
said land.
8. The rights and estate of any party hereto may be assigned from
time to
time in whole or in part and as to any mineral or horizon. All of
the covenants,
obligations, and considerations of this lease shall extend to and
be binding
upon the parties hereto, their heirs, successors, assigns, and
successive
assigns. No change or division in the ownership of said land,
royalties, delay
rental, or other moneys, or any part thereof, howsoever effected,
shall increase
the obligations or diminish the rights of Lessee, including, but
not limited to,
the location and drilling of wells and the measurement of
production.
Notwithstanding any other actual or constructive knowledge or
notice thereof of
or to Lessee, its successors or assigns, no change or division in
the ownership
of said land or of the royalties, delay rental, or other moneys, or
the right to
receive the same, howsoever effected, shall be binding upon the
then record
owner of this lease until thirty (30) days after there has been
furnished to
such record owner at his or its principal place of business by
Lessor or
Lessor's heirs, successors, or assigns, notice of such change or
division,
supported by either originals or duly certified copies of the
instruments which
have been properly filed for record and which evidence such change
or division,
and of such court records and proceedings, transcripts, or other
documents as
shall be necessary in the opinion of such record owner to establish
the validity
of such change or division, if any such change in ownership occurs
by reason of
the death of the owner, Lessee may, nevertheless pay or lender such
royalties,
delay rental, or other moneys, or part thereof, to the credit of
the decedent in
a depository bank provided for above. In the event of assignment of
this lease
as to any part (whether divided or undivided) of said land, the
delay rental
payable hereunder shall be apportionable as between the several
leasehold
owners, ratably according to the surface area or undivided
interests of each,
and default in delay rental payment by one shall not affect the
eight of other
leasehold owners hereunder.
9. In the event Lessor considers that Lessee has not complied with
all its
obligations hereunder, both express and implied, Lessor shall
notify Lessee in
writing, setting out specifically in what respects Lessee has
breached this
contract. Lessee shall then have sixty (60) days after receipt of
said notice
within which to meet or commence to meet all or any part of the
breaches alleged
by Lessor. The service of said notice shall be precedent to the
bringing of any
action by Lessor on said lease for any cause, and no such action
shall be
brought until the lapse of sixty (60) days after service of such
notice on
Lessee. Neither the service of said notice nor the doing of any
acts by Lessee
aimed to meet all or any of the alleged breaches shall be deemed an
admission or
presumption that Lessee has failed to perform all its obligations
hereunder. If
this lease is canceled for any cause, it shall nevertheless remain
in force and
effect as to (1) sufficient acreage around each well as to which
there are
operations to constitute a drilling or maximum allowable unit under
applicable
governmental regulations, (but in no event less than forty acres),
such acreage
to be designated by Lessee as nearly as practicable in the form of
a square
centered at the well, or in such shape as then existing spacing
rules require;
and (2) any part of said land included in a pooled unit on which
there are
operations. Lessee shall also have such easements on said land as
are necessary
to operations on the acreage so retained.
10. Lessor hereby warrants and agrees to defend title to said land
against
the claims of all persons whomsoever. Lessor's rights and interests
hereunder
shall be charged primarily with any mortgages, taxes or other
liens, or interest
and other charges on said land, but Lessor agrees that Lessee shall
have the
right at any time to pay or reduce same for Lessor, either before
or after
maturity, and be subrogated to the rights of the holder thereof and
to deduct
amounts so paid from royalties or other payments payable or which
may become
payable to Lessor and for assigns under this lease. If this lease
covers a less
interest in the oil, gas, sulphur, or other minerals in all or any
part of said
land than the entire and undivided fee simple estate (whether
Lessor's interest
is herein specified or not), or no interest therein, then the
royalties, delay
rental, and other moneys accruing from any part as to which this
lease covers
less than such full interest shall be paid only in the proportion
which the
interest therein, if any, covered by this lease, bears to the whole
and
undivided fee simple estate therein. All royalty interest covered
by this lease
(whether or not owned by Lessor) shall be paid out of the royalty
herein
provided. This lease shall be binding upon each party who executes
it without
regard to whether it is executed by all those named herein as
Lessor.
11. If, while this lease is in force, at, or after the expiration
of the
primary term hereof, it is not being continued in force by reason
of the shut-in
well provisions of paragraph 3 hereof, and Lessee is not conducting
operations
on said land by reason of (1) any law, order, rule or regulation,
(whether or
not subsequently determined to be invalid) or (2) any other cause,
whether
similar or dissimilar, (except financial) beyond the reasonable
control of
Lessee, the primary term and the delay rental provisions hereof
shall be
extended until the first anniversary date hereof occurring ninety
(90) or more
days following the removal of such delaying cause, and this lease
maybe extended
thereafter by operations as if such delay had not occurred.
IN WITNESS WHEREOF, this instrument is executed on the date first
above written.
LESSOR: LESSEE:
/s/ Sandy Monferdini Thrust Energy Corp., a Nevada corporation
Sandy Monferdini
/s/ Rosemary Monferdini By: /s/Thomas Mills
Rosemary Monferdini Name: Thomas Mills
Title: President
By: /s/Sandy Monferdini
LESSOR
Sandy Monferdini her attorney in fact
STATE OF
COUNTY OF ACKNOWLEDGMENT
This instrument was acknowledged before me on the 19th day of
August, 2005, by
Sandy Monferdini individually and as agent for Rosemary
Monferdini.
Carol B. Acker
Notary Public, State of Texas
My Comm. Exp. 10-10-2006
<PAGE>
PROVINCE OF BRITISH )
COLUMBIA, CANADA )
)
CITY OF VANCOUVER )
The Oil, Gas and Mineral Lease, as between Sandy Monferdini and
wife
Rosemary Monferdini (as Lessor) and Thrust Energy Corp. (as Lessee)
dated July
31, 2005 for certain oil, gas and mineral lands in Jim Wells
County, Texas, was
acknowledged before me on the 8th day of August, 2005, by Thomas
Mills,
President of Thrust Energy Corp., a Nevada corporation, on behalf
of said
corporation.
Notary Public in and for the province of British Columbia,
Canada
My Commission Expires: December 31, 2005
Joseph A.S. Fogarassy
Barrister & Solicitor
800-885 West Georgia Street
Vancouver, B.C. V6C 3H1
Telephone 604-687-5700
<PAGE>
ADDENDUM
ATTACHED TO AND BY REFERENCE MADE A PART OF THAT CERTAIN OIL, GAS
AND MINERAL
LEASE MADE AND ENTERED INTO BY AND BETWEEN SANDY MONFERDINI AND
WIFE ROSEMARY
MONFERDINI, AS LESSOR, AND THRUST ENERGY CORP., A NEVADA
CORPORATION, AS LESSEE,
UNDER DATE OF JULY 31, 2005.
12. Notwithstanding anything to the contrary, in the event of
conflict
between the provisions of this ADDENDUM and the printed pages of
the Oil, Gas
and Mineral Lease, the terms of this ADDENDUM shall control and
supersede the
provisions of the printed Oil, Gas and Mineral Lease.
13. SUBSTANCES COVERED: This Lease covers oil, gas, casinghead gas,
other
gaseous substances and associated hydrocarbons in either a liquid
or gaseous
phase or state and such minerals as may be produced in association
with the
production of oil, gas, casinghead gas, other gaseous substances
and associated
hydrocarbons; provided, however, that nothing in this Lease shall
be deemed to
authorize the gasification or in situ combustion of coal or
lignite, and this
Lease shall not be deemed to cover either coal or lignite. The
classification of
a well as either a gas well or oil well by the Texas Railroad
Commission shall
be conclusive in respect of its classification under the terms of
this Lease.
14. ADDITIONAL ROYALTY PROVISIONS: Notwithstanding anything herein
to the
contrary, the Lessee shall pay to the Lessor royalties as
follows:
a. It is agreed and understood by Lessor and Lessee that all
royalty
payments referred to in this Agreement as one-eighth (1/8) shall be
construed to
be and are hereby changed to be one-fourth (1/4), this shall
include oil, gas,
sulfur and associated liquid or liquifiable hydrocarbons. It is
further agreed
and understood that Lessee shall pay the Lessor a royalty equal to
one-fourth
(1/4) of the gross proceeds of sale of all oil and/or gas and saved
in any
combination from the leased premises as further set forth
below.
b. Should oil be produced from any well, the gross proceeds of sale
of lease
products of such oil shall be free to the Lessor of any cost to
whichever point
is first encountered: 1) the point of sale to an independent
nonaffiliated third
party purchaser; or 2) to an affiliated purchaser, provided the
sale is at
prevailing market rates; or 3) the point of entry into an
independent
nonaffiliated third party owned pipeline system; or 4) the point of
entry into
an affiliate owned pipeline system, provided transportation rates
are at
prevailing markets rates. Upon written request by the Lessor,
written
justification of changes made by the Lessee must be submitted and
agreed to in
writing by the Lessor.
c. Should gas, including casinghead gas, be produced and saved from
any
well, the gross proceeds of sale of lease products of said gas
shall be free to
the Lessor of any cost to whichever point is first encountered: 1)
the point of
entry into a facility to remove CO2, H2S, N2 or obtain plant
products; or 2) the
point of entry into an independent nonaffiliated third party owned
pipeline
system; or, 3) the point of entry into a pipeline system owned by a
gas
distribution company, or any subsidiary or such gas distribution
company, which
is regulated by the Railroad Commission of Texas or, 4) the point
of entry into
an affiliated pipeline system, if the rates charged by such
pipeline system are
reasonable, as compared to independent pipelin
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