HomeMy WebLinkAbout949350When recorded, please return to:
Gary-Williams Production Company
370 17'' Street, Suite 5300
Denver, CO 80202
Attn: Tim Howard
STATE OF WYOMING )
COUNTY OF LINCOLN )
RECEIVED 9/8/2009 at 4:23 PM t;
RECEIVING # 949350
BOOK: 731 PAGE: 424
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ASSIGNMENT OF OVERRIDING ROYALTY INTEREST
THIS ASSIGNMENT OF OVERRIDING ROYALTY INTEREST (this "Assignment"), dated
August 25, 2009, is from GARY-WILLIAMS PRODUCTION COMPANY, a Delaware corporation
("Assignor"), 370 Seventeenth Street, Suite 5300, Denver, Colorado 80202, to R3 EXPLORATION
CORPORATION ("R3" 2248 South Xeonphon Street, Lakewood, CO 80228. R3 shall be referred to
herein, as "Assignee". Assignor and Assignee shall be referred to herein, collectively, as the "Parties".
Recitals
A. Assignor owns the entire oil and gas leasehold estates created by the leases (the "Leases")
described in Exhibit "A" hereto, insofar as the Leases cover the land (the "Land") described in
Exhibit "A".
B. Assignor and Assignee desire Assignor to assign to Assignee an overriding royalty interest
burdening the Leases in accordance with the terms and conditions hereof.
PART I
Assignment
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:
1.1 Assignment of Override #1. Assignor hereby sells, assigns, transfers and conveys to Assignee
an overriding royalty interest (the "Override #1") equal to three-fourths of one percent of 8/8ths (.75% of
100%) of all oil, gas and other hydrocarbons produced, saved and marketed from the Land described in
Exhibit "A" hereto covered by the Leases described in Exhibit "A" hereto; provided, however, that the
Override #1 shall be reduced, on a lease-by-lease basis, to the extent that the aggregate of all landowners'
royalty and overriding royalty interests burdening such lease recorded in the real property records
(excluding any such royalty interests owned by Assignor or any of Assignor's affiliates and consultants)
exceeds 17%, but in no event shall Override #1 be reduced thereby to less than one-half of one percent of
8/8ths (.50% of 100%).
1.2 Assignment of Override #2. Additionally, Assignor hereby sells, assigns, transfers and conveys
to Assignee an overriding royalty interest (the "Override #2") equal to one-half of one percent of 8/8ths
(.50% of 100%) of all oil, gas and other hydrocarbons produced, saved and marketed from the Land
described in Exhibit "A" hereto covered by the Leases described in Exhibit "A" hereto; provided,
however, that the Override #2 shall be reduced, on a lease-by-lease basis, to the extent that the aggregate
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C'Ov425
of all landowners' royalty and overriding royalty interests burdening such lease recorded in the real
property records (excluding any such royalty interests owned by Assignor or any of Assignor's affiliates,
partners and consultants) exceeds 17%.
1.3 Warranty. Assignor warrants title to the Override #1 & #2 against all liens, encumbrances and
defects of title arising by, through or under Assignor, but not otherwise. EXCEPT FOR THE
FOREGOING, THIS ASSIGNMENT IS "AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT
RECOURSE". THE PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
1.4 Payment of Override #1. Override #1 shall be free and clear of all costs of drilling, development
and operations. Override #1 shall not be paid or accrued on oil, gas or other hydrocarbons unavoidably
lost, or used at the property for operations, development or production purposes including, without
limitation, repressuring or recycling operations or pressure maintenance. However, that with respect to
native gas produced from Lands used for re-pressuring, pressure maintenance or recycling operations,
Override #1 shall be paid when such native gas is produced and sold (as opposed to gas produced from
other lands used for such operations and upon which Override #1 shall never be paid or accrued). In
addition, Override #1 shall bear their proportionate share of costs for transportation, taxes, gathering and
compression to the same extent that such costs are deductible from the lessor's royalty interest under the
Leases under applicable laws and regulations.
1.5 Payment of Override #2. Override #2 shall be free and clear of all costs of drilling, development
and operations. Override #2 shall not be paid or accrued on oil, gas"or other hydrocarbons unavoidably
lost, or used at the property for operations, development or production purposes including, without
limitation, repressuring or recycling operations or pressure maintenance. In addition, Override #2 shall
bear their proportionate share of costs for transportation, taxes, gathering and compression to the same
extent that such costs are deductible from the lessor's royalty interest under the Leases under applicable
laws and regulations.
1.6 Proportionate Reduction. Override #1 & #2 shall be proportionately reduced, on a lease-by-
lease basis, to the extent a Lease covers less than the entire undivided oil and gas mineral fee estate in and
under the Land covered by such Lease, and to the extent that the interest in a Lease owned by Assignor as
of the date of this Assignment is less than the entire oil and gas leasehold estate created by such Lease.
1.7 Extensions and Renewals. Override #1 & #2 shall burden. all extensions and renewals of the
Leases acquired by Assignor, or Assignor's successors or assigns. For purposes of this Assignment, an
"extension or renewal" shall mean any amendment, extension, renewal or new lease covering the Land
covered by an expiring Lease which is acquired by Assignor or Assignee, or Assignor's or Assignee's
successors or assigns, on or before the expiration of such Lease or on or before one (1) year thereafter.
1.8 Pooling. Assignor hereby reserves the right to pool, communitize or unitize Override #1 & #2.
TO HAVE AND TO HOLD Override #1 & #2, subject to the terms and conditions hereof, unto
Assignee, and Assignee' successors and assigns, forever.
PART I
Miscellaneous
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()01:)426
2.1 Exhibits. All exhibits attached hereto are hereby incorporated herein and made a part hereof for
all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public
records are hereby incorporated by reference herein for all purposes.
2.2 Headings. Headings are included in this Assignment for convenience of reference and shall in no
way define, limit, extend, or describe the scope or intent of any provision of this Assignment.
2.3 Severability. In the event any court invalidates any provision of this Assignment, all other
provisions shall remain binding and in full force and effect with respect to the Parties.
2.4 Third Party Rights. The references in this Assignment or in the exhibits hereto to liens,
encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in
third parties.
2.5 No Merger. The Parties hereby acknowledge and agree that Override #1 & #2 shall not be
deemed to merge with any leasehold interests now owned or hereafter acquired by any of the Parties.
2.6 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee, and their respective heirs, devisees, personal representatives, successors and
assigns.
2.7 Further Assurances. Assignor agrees to take all such action and to execute, acknowledge and
deliver all such instruments necessary or advisable to consummate the transactions contemplated by this
Assignment. Assignor agrees to execute, acknowledge, and deliver to Assignee all such other additional
instruments, notices, division orders, transfer orders, and other documents, and to do all such other and
further acts and things as may be necessary or useful to more fully and effectively transfer, convey, and
assign to Assignee Override #1 & #2 conveyed hereby or intended so to be.
2.8 Governmental Assignments. Separate assignments of Override #1 & #2 may be executed on
officially approved forms by Assignor to Assignee in sufficient counterparts to satisfy applicable statutory
and regulatory requirements. Those assignments shall be deemed to contain all of the agreements, rights,
titles, disclaimers, limitations, powers and privileges set forth herein as fully as though they were set forth
in each such assignment. The interests conveyed by such separate assignments are the same, and not in
addition to, Override #1 & #2 conveyed herein.
2.9 Counterparts. This Assignment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall be deemed to be one assignment.
EXECUTED effective on the date first above written, to be effective for all purposes as of the
Effective Date.
ASSIGNOR:
GARY-WILLIAMS PRODUCTION COMPANY
Tim Howard, Vice President
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STATE OF COLORADO )
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this - day of 2009, by Tim
Howard, as Vice President of Gary-Williams Production Company, a Dela e corporation, on behalf of
said corporation.
Witness my hand and official seal.
~O TA,9°• 1d )
Ay. Copy, 'ssion I~cpi s: 4,
s •
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Notary Publ c
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Exhibit "A"
0OVA28
Attached to and made a part of that certain Assignment of Overriding Royalty Interest dated
August 25, 2009 between Gary-Williams Production Company and R3 Exploration Corporation.
Lincoln County, Wyoming
1.
Lessor, Federal Serial USA, WYW-137085
Lease Effective Date: October 1, 1995
Original Lessee: Ann M. Trujillo
Recorded: Unrecorded
Description: Township 20 North - Range 117 West 6`" P.M.
Section 8: All
Section 18: Lots 5(23.73), 6(16.01), 7(16.10), 8(.33), E/2, SWA
Township 20 North - Range 118 West, 6`" P.M.
Section 12: NEANEA, W/2E/2, W/2, E/2SE/4
Containing 1776.17 acres, more or less.
2.
Lessor, Federal Serial USA, WYW-172578
Lease Effective Date: April 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Book 638, Page 230
Description: Township 22 North - Range 116 West 6`" P.M.
Section 8: All
Section 9: Lots 1(45.96), 2(39.34), N/2, N/2S/2, SWASW/4
Section 17: Lots 1(22.28),5(40-60), NEA, N/2NW/4, SEANWA, NEASEA
Section 18: Lot 1(28.30)
Containing 1656.48 acres, more or less.
3.
Lessor, Federal Serial USA, WYW-173285
Lease Effective Date: October 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Book 638, Page 267
Description: Township 22 North - Range 116 West, 6`" P.M.
Section 16: Lots 1(38.26), 2(21.16), 3(20.53), 4(38.37), 5(38.31), W/2NW/4,
NW/4SW/4
Containing 276.63 acres, more or less.
4.
Lessor, Federal Serial USA, WYW-173637
Lease Effective Date: December 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 20 North - Range 118 West 6`" P.M.
Section 1: Lots 5(36.77), 6(36.68), 7(36.58), 8(36.49), S/2
Section 2: Lots 5(36.35), 6(36.18), 7(36.00), 8(35.83), S/2
Section 3: Lots 5(35.70), 6(35.62), 7(35.54), 8(35.46), S/2
Section 4: Lots 5(35.39), 6(35.34), 7(35.28), 8(35.23), S/2
Containing 1854.44 acres, more or less.
Page 1 of 5
s. X0? V` 429
Lessor, Federal Serial USA, WYW-173634
Lease Effective Date: June 1, 2007
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 21 North - Range 117 West, 6`h P.M.
Section 17: SE/4SW/4, SEASE/4
Section 19: Lots 5(39.13), 6(39.15), 7(39.17), 8(39.19), NE/4, E/2W/2, N/2SE/4,
SW/4SE/4
Section 20: NE/4NE/4, S/2NE/4, N/2NW/4, SW/4NW/4, NW/4SW/4,
SE/4SW/4, SE/4
Section 29: All
Section 30: Lots 5(39.25), 6(39.35), 7(39.45), 8(39.55), E/2W/2, E/2SE/4
Containing 2194.24 acres, more or less.
6.
Lessor, Federal Serial USA, WYW-173636
Lease Effective Date: December 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 21 North - Range 117 West, 6ch P.M.
Section 31: Lots 5(39.65), 6(39.75), 7(39.85), 8(39.95), E/2, E/2W/2
Section 32: All
Containing 1279.20 acres, more or less.
7.
Lessor, Federal Serial USA, WYW-173638
Lease Effective Date: December 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 20 North - Range 118 West, 6`h P.M.
Section 5: Lots 5(35.19), 6(35.15), 7(35.13), 8(35.09), S/2
Section 6: Lots 8(35.04), 9(34.97), 10(34.90), 11(31.44), 12(35.91), 13(35.70),
E/2SW/4, SEA
Section 7: Lots 5(35.56), 6(35.48), 7(35.40), 8(35.32), NW/4NE/4, E/2W/2
Section 8: All
Section 9: All
Containing 2530.28 acres, more or less.
8.
Lessor, Federal Serial USA, WYW-173639
Lease Effective Date: December 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 20 North - Range 118 West 6`h P.M.
Section 10: All
Section 11: All
Section 13: Lots 1(39.82), 2(24.18), W/2NE/4, W/2, NW/4SE/4
Section 14: All
Containing 2424.00 acres, more or less.
Page 2 of 5
9.
Lessor, Federal Serial USA, WYW-173640 i'Y' 430
Lease Effective Date: December 1, 2006
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: INSOFAR AS IT COVERS:
Township 20 North - Range 118 West, 6th P.M.
Section 15: All
Section 17: SE/4NE/4, S/2
Section 18: Lots 5(35.31), 6(35.39), 7(35.45), 8(35.53), W/2E/2, E/2W/2,
E/2SE/4
Containing 1541.68 acres, more or less.
10.
Lessor, Federal Serial USA, WYW-173642
Lease Effective Date: June 1, 2007
Original Lessee: Baseline Minerals, Inc.
Recorded: Unrecorded
Description: Township 21 North - Range 118 West, 61h P.M.
Section 2: Lots 6(39.77), 7(39.71), 8(39.63), SW/4NE/4, S/2NW/4, SW/4,
W/2SE/4
Section 3: Lots 5(39.56),.6(39.48), 7(39.40), 8(39.32), S/2N/2, S/2
Section 4: Lots 5(39.21), 6(39.08), S/2NE/4, N/2SE/4, S/2SE/4 (excluding 15.61
ac. in RR ROW WYW-0294448)
Containing 1419.55 acres, more or less.
11.
Lessor, Federal Serial
Lease Effective Date:
Original Lessee:
Recorded:
Description:
12.
Lessor, Federal Serial
Lease Effective Date:
Original Lessee:
Recorded:
Description:
USA, WYW-173643
June 1, 2007
Baseline Minerals, Inc.
Unrecorded
INSOFAR AS IT COVERS:
Township 21 North - Range 118 West, 6th P.M.
Section 9: All
Section 10: S/2N/2, S/2, N/2N/2 (excluding 27.09 ac. in RR ROW WYW-
0294448)
Section 11: S/2N/2, S/2, N/2N/2 (excluding 23.87 ac. in RR ROW WYW-
0294448)
Containing 1869.04 acres, more or less.
USA, WYW-174327
January 1, 2008
Baseline Minerals, Inc.
Unrecorded
Township 21 North - Range 117 West, 6ch P.M.
Section 13: All
Containing 640.00 acres, more or less.
Page 3 of 5
13.
Lessor:
State of Wyoming Serial
Lease Effective Date:
Original Lessee:
Recorded:
Description:
14.
Lessor:
State of Wyoming Serial
Lease Effective Date:
Original Lessee:
Recorded:
Description:
15.
Lessor:
State of Wyoming Serial
Lease Effective Date:
Original Lessee:
Recorded:
Description:
16.
State of Wyoming, acting by and through its Board of Land Commissioners
06-0215
February 2, 2006
Baseline Minerals, Inc.
Unrecorded
INSOFAR AS IT COVERS:
Township 22 North - Range 117 West, 6`h P.M_
Section 36: E/2
Containing 320.00 acres, more or less.
State of Wyoming, acting by and through its Board of Land Commissioners
06-00714
October 2, 2006
Joseph W. Thames
Unrecorded
INSOFAR AS IT COVERS:
Townshin 21 North - Range 117 West, 6"' P.M.
Section 16: S/2
Containing 320.00 acres, more or less.
State of Wyoming, acting by and through its Board of Land Commissioners
06-00715
October 2, 2006
Joseph W. Thames
Unrecorded
INSOFAR AS IT COVERS:
Township 21 North - Range 117 West, 6ch P.M.
Section 17: N/2SW/4, SW/4SW/4
Containing 120.00 acres, more or less.
Lessor: State of Wyoming, acting by and through its Board of Land Commissioners
State of Wyoming Serial 06-00716
Lease Effective Date: October 2, 2006
Original Lessee: Joseph W. Thames
Recorded: Unrecorded
Description: INSOFAR AS IT COVERS:
Township 21 North - Range 117 West, 6`h P.M.
Section 18: Lots 7(39.09), 8(39.11), SE/4SW/4, NE/4SE/4, S/2SE/4
Containing 238.20 acres, more or less.
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0 00C
432,
17.
Lessor:
Helen R. Snedden, as Trustee of the Helen R. Snedden Revocable Trust
dated January 1, 2003
Lease Date:
October 6, 2006
Original Lessee:
Gary-Williams Production Company
Recorded:
Book 729, Page 170
Description:
INSOFAR AS IT COVERS:
Township 22 North - Range 116 West, 6th P.M.
Section 17: Lots 2(14.22), 3(25.84), 4(16.55), 6(18.52) of Resurvey Tract
45, 7(21.79) of Resurvey Tract 45, 8(4.48) of Resurvey Tract
44, 9(33.58) of Resurvey Tract 44, 10(17.99) of Resurvey
Tract 44; 11(3.79) of Resurvey Tract 43, 12(20.51) of
Resurvey Tract 43, NE/4SW/4, NW/4SE/4
Section 19: Lots 1(36.47), 3(39.35), 4(44.56), 7(6.15) of Resurvey Tract
44, 8(23.33) of Resurvey Tract 44, 9(35.73) of Resurvey
Tract 44, 10(.73) of Resurvey Tract 44
Section 20: Lots 1(20.31), 2(41.05), 10(34.06) of Resurvey Tract 44,
11(32.00) of Resurvey Tract 44, 12(7.12) of Resurvey Tract
44, 13(19.11) of Resurvey Tract 44, 7(19.93) of Resurvey
Tract 43, 8(37.50) of Resurvey Tract 43, 9(6.21) of Resurvey
Tract 43, 14(3.03) of Resurvey Tract 43, 15(20.08) of
Resurvey Tract 43, 16(21.23) of Resurvey Tract 43
Section 21: Lots 11(17.14) of Resurvey Tract 43, 12(20.63) of Resurvey
Tract 43
Containing 742.99 acres, more or less.
18.
Lessor:
Marguerite Daneluk, as Trustee of the Marguerite Daneluk Trust dated
October 14, 2005
Lease Date:
October 6, 2006
Original Lessee:
Gary-Williams Production Company
Recorded:
Book 729, Page 167
Description:
INSOFAR AS IT COVERS:
th P
M
.
.
Township 22 North - Range 116 West, 6
Section 17: Lots 2(14.22), 3(25.84), 4(16.55), 6(18.52) of Resurvey Tract
45, 7(21.79) of Resurvey Tract 45, 8(4.48) of Resurvey Tract
44, 9(33.58) of Resurvey Tract 44, 10(17.99) of Resurvey
Tract 44; 11(3.79) of Resurvey Tract 43, 12(20.51) of
Resurvey Tract 43, NEASWA, NW/4SE/4
Section 19: Lots 1(36.47), 3(39.35), 4(44.56), 7(6.15) of Resurvey Tract
44, 8(23.33) of Resurvey Tract 44, 9(35.73) of Resurvey
Tract 44, 10(.73) of Resurvey;'Tract 44
Section 20: Lots 1(20.31), 2(41.05), 10(34.06) of Resurvey Tract 44,
11(32.00) of Resurvey Tract 44, 12(7.12) of Resurvey Tract
44, 13(19.11) of Resurvey Tract 44, 7(19.93) of Resurvey
Tract 43, 8(37.50) of Resurvey Tract 43, 9(6.21) of Resurvey
Tract 43, 14(3.03) of Resurvey Tract 43, 15(20.08) of
Resurvey Tract 43, 16(21.23) of Resurvey Tract 43
Section 21: Lots 11(17.14) of Resurvey Tract 43, 12(20.63) of Resurvey
Tract 43
Containing 742.99 acres, more or less.
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