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Exhibit 10.2
POOLING AGREEMENT
THIS
POOLING AGREEMENT (this "Agreement"), dated effective as of
July 1, 2007 (the "Effective Date"), is between SAVANT ALASKA,
LLC, a Colorado limited liability company, hereinafter
referred to as "Savant" or "Operator," and TRUE NORTH ENERGY
CORP. a Nevada corporation, hereinafter referred to as "True
North" or as "Non-operator." Savant and True North shall be
referred to herein, individually, as a "Patty," and,
collectively, as the "Parties."
Recitals
A.
Savant hereby represents that it owns 100% record title and/or
operating rights interest in that certain State of Alaska Oil
& Gas Lease number ADL 390837 dated February 1, 2007,
covering certain lands in Sections 29-34, T11N, RI8E, Umiat
Meridian, Alaska (the "Savant Lease").
B.
True North hereby represents that it owns 100% record title
and/or operating rights interest in that certain State of
Alaska Oil & Gas Lease number ADL 390839 dated March 1,
2007, covering certain lands in Sections 25, 26, 35, and 36,
Tl1N, R17E, Umiat Meridian, Alaska (the "True North Lease").
The True North Lease and the Savant Lease shall be referred to
herein, collectively, as the "Leases."
C.
The Parties desire to pool and combine their respective
interests in certain lands covered by the Leases in accordance
with the terms and conditions of this Agreement.
Agreement
IN
CONSIDERATION OF TEN DOLLARS ($10.00), and other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as
follows:
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1.
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INTERESTS POOLED .
The Parties hereby pool and combine their respective interests in
the Leases insofar as, and only insofar as, the Leases cover the
following described lands (collectively, the "Pooled
Lands"):
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Savant
Lease:
T.11 N., R. 18 E.. Umiat Meridian, Alaska
Section
29: Protracted, All tide and submerged lands shoreward of the
line fixed by coordinates found in Exhibit A of the Final
Decree in U.S. v. Alaska, No. 84 Original, excluding ADL
312834.
Section
30: Protracted, All excluding ADL 312834 and less and except
the S/2SW,
Section
32: Protracted, All tide and submerged lands shoreward of the
line fixed by coordinates found in Exhibit A of the Final
Decree in U.S. v. Alaska, No. 84 Original, less and except the
SW/4, S/2SE/4, SW/4NW/4.
True
North Lease:
T.
11 N., R. 17 E., Umiat Meridian, Alaska Section 25: NI2NE/4,
SE/4NE/4
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2.
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EFFECT OF POOLING .
The pooling of the interests of the Parties in the Pooled Lands
shall have the following effect:
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(a)
All costs (as defined in the Operating Agreement) incurred in
the drilling, development and operation of the Pooled Lands
shall be severally borne and assumed by the Parties in the
following percentages (such percentages hereinafter referred
to as "Participating Interest"):
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Savant
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91.50
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%
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True
North
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8.50
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%
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(b)
All production (as defined in the Operating Agreement) of oil,
gas and other substances attributable to the Pooled Lands
shall be allocated, as follows:
(i)
This
Agreement does not provide for the pooling of lessors'
royalties, overriding royalties and other burdens on
production attributable to the Leases or deemed leases pooled
hereunder. As to each Lease within the Pooled Lands, each
Party shall bear its respective Participating Interest share
of royalty, overriding royalty and other burdens upon
production (hereinafter referred to as "burdens") provided,
however, that if burdens attributable to a given Lease
aggregate in excess of twenty-one and two-thirds percent
(21.67%) on production, the burdens in excess of twenty-one
and two-thirds percent (21.67%) shall be borne exclusively by
the Party contributing and committing such Lease to this
Agreement, and provided further, that if burdens under a given
Lease aggregated less than twenty-one and two-thirds percent
(21.67%) on production, then the Party contributing such Lease
to the Pooled Lands shall have an overriding royalty on
production attributable to such Lease equal to the difference
between twenty-one and two-thirds percent (21.67%) and such
existing burdens.
(ii)
Subject
to the provisions of Section 2(b)(i) above, all production of
oil, gas, and other substances attributable to the Pooled
Lands shall be severally owned by the Parties in proportion to
their respective Participating Interest.
(c)
The ownership of the Parties in materials, equipment, and
other property, in which they have participated in costs under
Section 2(a) above, shall be in the same percentages as such
were borne.
Provided,
however, that the foregoing provisions of this Section 2 shall
be subject to the applicable provisions of the Operating
Agreement (described in Section 4 below) with respect to
non-consent operations and relinquishments of
interest.
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3.
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INITIAL WELL .
Operator shall commence the drilling of a well in Section 29, T II
N., R. 17 E., Umiat Meridian, Alaska, on or before March 15, 2008
(the "Initial Well"). The Initial Well shall be drilled to a depth
of 11,000' or to a depth sufficient to test the Kemik formation,
whichever is the lesser depth. Operator shall cause the drilling of
the Initial Well at the expense of the Parties in accordance with
all of the terms and conditions of this Agreement. AU costs
incurred by Operator under this Agreement, including without
limitation the costs of constructing an ice road and drilling pad,
shall be borne by the Parties in accordance with their respective
Participating Interests. As between the Parties, all operations on
the Initial Well shall be conducted in accordance with the tenus
and conditions of the Operating Agre
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