HomeMy WebLinkAbout947915RECEIVED 6/22/2009 at 3:15 PM
RECEIVING # 947915
BOOK: 725 PAGE: 887
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT OF OIL AND GAS LEASES
STATE OF WYOMING
COUNTY OF LINCOLN
00887
This ASSIGNMENT OF OIL AND GAS LEASES ("Assignment") dated effective the
12~h day of June, 2009 ("Effective Time"), is from Triangle USA Petroleum Corporation,
521 Third Avenue S.W., Suite 1250, Calgary, AB, Canada T21? 3T3, (hereinafter referred to
as "Assignor"), to Trail Energy, LLC 6029 W Sage Fork Rd, West Jordan, Utah 84081,
(hereinafter referred to as "Assignee").
For Ten Dollars and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignors hereby GRANTS, CONVEYS, SELLS and
ASSIGNS to Assignee, subject to the terms and conditions hereof, an undivided seventy-five
percent (75%) interest in and to the oil, gas and other mineral leases as described on Exhibit
"A" attached hereto and made a part hereof (hereinafter referred to as the "Leases") insofar as
the Leases cover and affect the lands described on Exhibit "A" (the "Lands").
TO HAVE AND TO HOLD the Leases and Lands, together with all and singular the
rights and appurtenances thereunto in anywise belonging, unto Assignee, its successors and
assigns, forever, subject to the following terms and conditions:
1) Special Warranty of Title Assignor warrants and shall defend title to the Leases and
Lands conveyed to Assignee against every person whomsoever claiming the Leases or
Lands or any part thereof by, through and under Assignor, but not otherwise.
2) Burdens. The interest herein conveyed is subject to, and Assignee hereby assumes its
proportionate share of all existing royalties, overriding royalties, and any other
burdens or encumbrances of record on the date hereof with respect to the Leases and
Lands herein assigned.
3) Reservation of Overriding Royalty Interest. Assignor hereby excepts and reserves
unto itself, its successors and assigns, a term overriding royalty interest ("Term ORR")
on each Lease herein assigned in a percentage equal to the difference, if any, between
21.0% and the aggregate of all royalties, overriding royalties and other similar burdens
on each such Lease of record on the date hereof of the gross proceeds from the sale of
all gas, condensate, casinghead gas, oil and other liquid and gaseous hydrocarbons
produced, saved and marketed from each Lease, which shall be paid to Assignor free
of all cost and expense of exploration, drilling, development and operation, except its
proportionate share of severance, ad valorem and other similar taxes and except for
and subject to its proportionate share of actual third party costs incurred for gathering,
transportation and marketing.
No overriding royalty interest shall apply to or be payable upon any gas, condensate,
casinghead gas, oil or other liquid or gaseous hydrocarbon used for operating,
developing or producing purposes on or in connection with the Lands, or in treating
products produced to make them marketable, or in recycling or repressuring
operations, or which are unavoidably lost. In the event a Lease covers less than all of
the oil and gas mineral rights in the Lands subject to the Lease or Assignor owns less
than the full working interest therein, the overriding royalty interest herein reserved
shall be reduced proportionately. It is the intent of Assignor and Assignee that this
Assignment convey to Assignee a net revenue interest in each Lease equal to the lesser
of 79.0%, proportionately, reduced, or Assignor's actual net revenue interest in such
Lease at the Effective Time and subject to the Term ORR..
The Term ORR Reserved to Assignor is subject to the following provisions:
A. The terms and provisions of the Leases, any amendments, corrections, additions,
or modifications of the Leases made prior to or after the execution of this
Assignment. Assignor agrees that future amendments, corrections, additions, or
~::~.:r888
modifications of the Leases may be made without the consent or joinder of
Assignor..
B. All applicable laws, rules, regulations, and orders of appropriate governmental
authorities and agencies having jurisdiction over the Lands and Leases.
C. All payments to the Override shall be made or delivered to Assignor in the same
manner provided in the Leases for the payment of royalty to the lessors.
D. If a Lease or Leases cover less than the entire mineral estate in the Lands,
Assignor's working interest represents less than 100% of the leasehold estate in a
part or all of the Lands, or, if for any reason title should fail as to all or part of the
leasehold estate owned by Assignee, the Term ORR reserved to Assignee shall be
reduced proportionately as to the affected Lease and Lands.
E. Effective at such time as the Term ORR payable from any of the Lands and Leases
has paid Assignor an amount equal of $1,565,043.20, the Term ORR shall expire
and terminate as to all the Lands and Leases. Upon such termination, Assignor
shall execute and record an Affidavit of Termination of Term ORR in the County
records to provide notice.
4) Successors and Assigns. The terms, covenants and conditions contained in this
Assignment shall be binding upon and insure to the benefit of the parties hereto and
their respective successors and assigns, and such terms, covenants and conditions shall
be covenants running with the Land and with each subsequent transfer or assignments
of the Leases and Lands, or any part thereof.
5) Further Assurances. Assignor and Assignee agree to take all such further actions and
to execute, acknowledge and deliver all such further documents that are necessary or
useful in carrying out the purpose of this Assignment including but not limited to
Bureau of Land Management and State of Wyoming assignment forms. Such separate
assignments shall be deemed to contain all of the exceptions, reservations, warranties,
right, titles, privileges and powers set forth herein as fully as though they were set
forth in each such assignment.
6) Purchase and Production Royally Agreement. This Assignment is subject to the terms
and conditions of that certain Purchase and Production Royalty Agreement dated June
12, 2009 by and between Assignee and Triangle USA Petroleum Corporation and
Arkoma Petroleum Company of Texas, Inc.. To the extent of a conflict or
inconsistency between the terms of this Assignment on the one hand, and the terms of
such Purchase and Production Royalty Agreement on the other, the terms of the
Purchase and Production Royalty Agreement shall control.
7) Assignee acts individually and for Arkoma. Triangle acts in this Assignment
individually and for Arkoma Production Company of Texas, Inc. ("Arkoma").
Assignee represents and warrants that it has the authority and rights to execute this
Assignment on behalf of Arkoma pursuant to that certain unrecorded Sub-
Participation Agreement by and between Triangle USA Petroleum Corporation and
Arkoma Petroleum Company of Texas, Inc. dated -1,,,_ ro, i wwj As such the
Assignee shall be held harmless for any terms pursuant to Triangle and Arkoma.
8) Lesser Interest. If any Lease covers less than all of the oil and gas mineral rights in
the Lands subject to such Lease, then the interest herein conveyed shall be reduced in
proportion which the interest therein, if any, covered by such Lease bears to the whole
and undivided mineral estate therein.
[the remainder of this page is intentionally left blank, signature page follows]
2
Executed on the date and year first referenced above.
Petroleum Corporation ! -1,1+1389
it
PROVINCE OF ALBERTA, CANADA §
COUNTY OF CALGARY §
McKenna VP, Corporate Development
On this AIV day of ~fdiV 2009, personally appeared before me, P.J. (Jeff)
McKenna, who being by me duly sworn, did say that he is the VP, Corporate Development of
Triangle USA Petroleum and that said instrument was signed with full authority on behalf of
said corporation.
In witness whereof, I have hereunto set my hand and official seal.
My Commission Expires:
Mcember 31, 2010 ;
0
r
0
o
O
O
O
1
co
<
I O
i
0
0 W
N
O
O
O
G- 890
CD
L L
c c
L
c
L
c
Le
s con
0
N
O O
Cn cn
O
cn
O
Ut
O
M
1;
Q.
-o
n
O
N
(n
(n
(n
D
D
D
D
D
D
y
co
0
0)
co
0)
OD
OD
0)
C"
0)
OD
V
Ou
V
0
Cn
p
n
s
0
p
N
N
O
p
N
'
N
(D
Q
O
~ -
O
C)
O
-
Cn
~p
c0D
~
(9 7
O
O
Co Q
P
O
N
>
N
1
N
N
0
N
0
N
N
Z N
p
O
O
p
O
C)
CJ~
OD
OD
N
~
O
O
y
O
O
N
p
O
N
0 O
y =r
0)
a)
Cn--I
(n(nCn(n-I
fn~o~V(n(n
(n(n-ICD
0)(n-I(n
co -
w-1
-
M'
nZ
m M m m"
nnnnZ
m" CW Z m m
nZG~((
m m- m m W
(7(7Z(7(~~C
<
Z m m- m
0
<n0z
m N~~ o
z
Nm(nz
m-
oz
@ N
~
obi
~CJ
N N N
OANW ~7
'
D
Z
W N
N,_0(n(nOOD
Z
N N N N
~:L1NO~
DZ- DD
G
i
n
~00~0
~r
~
~
CC CC
A G Cz
(n fn z
rn
;u
0
.
~
r
-c
Do
c
-
Da
D
D
cn
-
m m
rr-~
o
r
n
i
rrrz*
~~rnow)--jN
~m*rr-rrn
rn~Orr-~r
N*ww-r'
((n~
a U3 m
Z
-I
0)
0)
~~Cn N
~0) OD
NCT 0)
Np6
00
v 3 W
_
-I
*m
-I
mm '2 Ili
-
N=
Z =
W
(
0
n,-_o,-=`"
mZ --j
=
CD
3, D
N
K m z
NO
m'S m
-u
z
C
G N
z -0
M
a
0
m
m co co
a
O
N w
N
ZZ
J
Q
G
~
-
0
-
W
V
N
z
CD
(j)
O
1D
z a)
1n
rn
rn
Z
° w
°
W
(n
c
n CD
Q
C
OD
-
C
w
V
7
CD
W
W
v
N
_
N
O
O
CO
r'
z
r
z
~
Z
r
Z
r
Z
C (7
Z=
C:
O
O
O
O
O
z
z
z
z
z
0
0
0
0
0
0 ~
o
o
CD
CD
m
CD
CD o"
CD
c
~
C
Q
a
Q
Q
Q
Q
Q
OL
a
m
Z
0
N
O_
N
N N N N N N N
j p
W O (0 OD
N N N N N O
O O O O O O O
N ~ Cn .P W N
W O N N N N N
O i ,a L N
v D D D D D c 0 0 ON
v a v v v o < < 0
a►
C cn ccnn c°n c°n ccnn c°n c°n c°n c°n
C.
C 0 C7 0 0 C C C C
z z G) D = D =Y D D D D y
Fn i-n
M M Z
-I n rn r ° r r m
02-~u20zzI I 9
v
m w-1 < C D 0) o o (v
m -v m C)
C x
_ m z X w tNO en K)
(n ca y z -q z D
co Z Z D m z
z Y c m
z
z
m
z 0
m CD
Q
N N O N N G O
co co O O O O O O ODD 0 N O p3
O O O O O O O O 'v O W y 0 :3
t1 :-4 6
O O CA n 3
D1
N CD
A N N N N N CO 0) - N N Z W
QO p p O O O O co
N O O O O V C)
O
O O 6
N 3
N
Cn-ifn-1(n-I(n-I fn--~fn-ICn-1fn-I(nWZ-4 W-1000-iW-4WWW OD (n -1 -1 p
m~m~m~mmmmrnmmmzmmmmm~~amzZmzm zm (D
C~Z0100,00wow0woloomo0w oIDC~000,0cnzzo*mo*0 :~0 z~ N
i i -►CD* -4N---1 i *5mrn Z(n A N i -
~~~"OND~ONO"oND"NO~aNO~~~ ;U~ M D. N.-CI (n . Z z z r Zr X CD D
s . . ' "
r z~~ CG r [~1
ZODZODNODNC" " ODNODNODrvrr- W OODrrrrD-(O~S`~O pOO O co N 7C
co:Eco 0) cn~Cnscr*'- cncn~rrrr~wocno°cno(n oCn ~p(o_ _
Cn O.. v ^ O W
Zt~ZtpN.ONON(nNONO (A iDcnO Opp~l OD .-.WCn ~ (n (D 3
-I Z --q -I N v Z _ Z z -I (D
= z::~ = - ma) mom U)m 2=•:D
!C~G~ NZ~ ZN ZNZ NZ -v O_
Z Z Z
S` m Z- M N m Nm Nm O
M- m cn 4-
Cn w N (n z o N i4 K) N o z
m m co Z~ v N v v - CA) Cl.
0) G)
~C" z~' Z G) a)
z z U)
(n = z Z z z n
z
m rn m co
cnz o 0 o a
w rn 0
W au
iC) fn ° Cn CA a
O - V ~ L
C
Z ..Z
4 z z
C
..00 N
G
.
N
O O 0
W ~
v v
r r r r r r r C r r r n
0
n n n n n n n n n n r-
O O O O O O O D O O O
I- r r r r r r r r r
z z Z z z z z z z Z
O O O O O O O z z z zim
O O O O O O 0) o O O O 00
V CA OD CA W Wa (NQ N N N (D 0)'
O O O W
CD CD CD CD
a a a n.
0 (p ca co m ca m I_m
~ a. -N 4 .A ~
Co co rn co OD co co O cn N 0 co co ~1