EXHIBIT 10.49
SALE AGREEMENT
THIS AGREEMENT made by and between
TEMPEST ENERGY, herein represented by ERIC L. MOE, its duly
authorized President, hereinafter referred to as
“SELLER,” and DAYBREAK OIL AND GAS, INC., a Washington
Corporation, herein represented by Thomas C. Kilbourne, its duly
authorized Representative, hereinafter referred to as
“PURCHASER,”
WITNESSETH:
WHEREAS, SELLER owns a one-third
(1/3) interest in the 2% leasehold of 413294 Alberta, Ltd., and
Tempest Energy, Inc. for certain leasehold estates and personal
property identified and set forth in that certain Chicago Mill
Prospect Operating Agreement dated October 24, 2005, described
with particularity on Exhibit “A,” by this reference
incorporated herein; and
WHEREAS, both SELLER and PURCHASER
participated in the drilling of two wells known as the Tensas Farms
et al F-3 and B-l wells, and the F-3 well has been completed as a
commercial producers; and
WHEREAS, SELLER now wishes to sell
and PURCHASER wishes to purchase all of SELLER’S right, title
and interest in and to the aforementioned leasehold estate and
rights under the above-referenced Operating Agreement, along with
SELLER’S interest in all the referred to wells, together with
all related surface equipment, storage and pipeline gathering
facilities as described on Exhibit “B” by this
reference incorporated herein.
THEREFORE, know all men by these
presents that SELLER does hereby sell, convey and assign unto
PURCHASER any and all right, title and interest owned by SELLER in
certain leasehold estates and identified and set forth under that
certain Operating Agreement dated October 24, 2005, and
further described on Exhibit “A”, together with all of
SELLER’S interest in and to the Tensas Farms at al F-3 and
B-1 wells and all related surface equipment, storage and pipeline
gathering facilities described on Exhibit “B”.
1. The purchase price which
PURCHASER shall pay to SELLER shall be $8,888.00 in cash. From this
amount a deduction shall be made in the amount of $2,260.00 for a
check that is being sent to Sam Pfiester to cover the payment due
from Tempest Energy for the Owen Corporation lease. This will
result in a net check being issued for $6,628.00.
2. SELLER does represent,
covenant and warranty to PURCHASER that it is in compliance with
the terms and conditions of and has made all payments required
under the Chicago Mill Operating Agreement dated October 24,
2005, and which agreement is applicable to the mineral leasehold
estates assigned herein.
3. The effective date of this
sale and assignment shall be September 7, 2007. It being
understood by and between the parties herein that PURCHASER shall
be entitled to any and all proceeds of SELLER’S share of all
production from the Tensas River Farms F-3 well from first
production.
