HomeMy WebLinkAbout975082ASSIGNMENT, BILL OF SALE AND CONVEYANCE
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE "Assignment dated
effective December 31, 2013 (the "Effective Time is from LABARGE MINERALS, INC., a
Wyoming corporation, whose address is P.O. Box 209, LaBarge, Wyoming 83123 herein called
"Assignor" and "Seller" to M G OIL AND GAS, INC., a Wyoming corporation, whose address is
P.O. Box 225, LaBarge, WY 83123 herein called "Assignee" and "Buyer."
For $10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby sells, assigns, transfers, grants, bargains,
conveys to Assignee all of Assignor's right, title and interest, in and to the following (all of which
are called the "Assets
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1. The oil and gas leases and other leasehold interests described in Exhibit A (the a
"Leases all right, title and interest in and to the oil, gas and all other hydrocarbons, z
whether liquid or gaseous (the "Hydrocarbons in, on or under or that may be a w
produced from the lands covered by the Leases (the "Lands") after the Effective Time N z
and all other minerals of whatever nature in, on or under the Leases and Lands. o
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2. The oil and gas wells located on the Leases and Lands, or lands pooled or unitized a
therewith which include the oil and gas wells described in Exhibit B (the "Wells and C (.1; M
all personal property and equipment associated with the Wells described in Exhibit C w
"Surface Equipment as of the Closing Date. w
3. The rights, to the extent transferable, in and to all existing and effective unitization, o
pooling and communitization agreements, declarations and orders, to the extent that U
they relate to or affect any of the interests described in Paragraphs 1 and 2 or the c o
post Effective Time production of Hydrocarbons from the Leases and Lands. z o
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4. The rights, to the extent transferable, in and to Hydrocarbon sales, purchase,
gathering, transportation and processing contracts, operating agreements,
partnership agreements, farmout agreements and other contracts, agreements and
instruments relating to the interests described in Paragraphs 1,2 and 3, excluding
however, any insurance contracts.
5. All of the personal property, fixtures, improvements, permits, licenses, approvals,
servitudes, rights -of -way, easements and other surface rights located on or used in
connection with the properties and interests described in Paragraphs 1 through 4, to
the extent that they are located on the Leases and Lands as of the Closing Date, as
defined herein. Related production equipment described in Exhibit C (the "Surface
Equipment is included in this transfer of assets.
6. The files, records, data and information relating to the items described in Paragraphs
1 through 5, maintained by Assignor (the "Records but excluding the following: (i)
all of Assignor's intemal appraisals and interpretive data relating to the Leases and
Lands, (ii) all information and data under contractual restrictions on assignment, (iii)
all information subject to a privilege, (iv) Assignor's corporate financial, employee and
general tax records that do not relate to the Assets, and (v) all accounting files that
do not relate to the Assets.
TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever.
This assignment is made and accepted expressly subject to the following terms and conditions:
a. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY.
b. ASSINGOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY
AS TO THE CONDITION OF ANY PERONAL PROPERTY, EQUIPMENT,
FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY
PART OF THE ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS
WARRANT OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS
WARANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY
IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR
SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF ASSIGNEE UNDER
APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION,
AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF
DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY
UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY,
FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO
ASSIGNEE "AS IS "WHERE IS WITH ALL FAULTS, AND IN THEIR
PRESENT CONDITION AND STATE OF REPAIR.
Assignment Page 1
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c. To the extent permitted by law, Assignee shall be subrogated to Assignor's
rights in and to representations, warranties and covenants given with respect
to the Assets. Assignor hereby grants and transfers to Assignee, its
successors and assigns, to the extent so transferable and permitted by law,
the benefit of and the right to enforce the covenants, representations and
warranties, if any, which Assignor is entitled to enforce with respect to the
Assets, but only to the extent not enforced by Assignor.
d. Assignee assumes and agrees to pay, perform, fulfill and discharge all
claims, costs, expenses liabilities and obligations accruing or relating to the
owning, developing, exploring, operating or maintaining of the Assets or the
producing, transporting, and marketing of Hydrocarbons from the Assets,
relating to periods after the Effective Time, including, without limitation,
environmental obligations and liabilities, the obligation to plug and abandon
all Wells and reclaim all Well sites, and all obligations arising under
agreements covering or relating to the Assets.
e. Assignor acknowledges and agrees to the following regarding possible gas
imbalance on the Property:
a. In the event Assignor is underproduced as to any Wells) located on
the Lands, Assignee agrees not to hold Assignor liable for such
underproduction. Assignor, however, hereby assigns to Assignee all
of its contractual rights to make up such underproduction.
b. In the event Assignor is overproduced as to any Wells(s) located on
the Lands, Assignee acknowledges and agrees that its share of gas
from any such overproduced Wells) on the Interests may at some
point be curtailed or cash balanced by underproduced working
interests owner partners. Assignor shall not be liable to Assignee in
the event such curtailment or cash- balancing occurs.
f. The references herein to liens, encumbrances, burdens, defects and other
matters shall not be deemed to ratify or create any rights in third parties or
merge with, modify or limit the rights of Assignor or Assignee, as between
themselves.
g.
Unless provided otherwise, all recording references in the Exhibits hereto are
to the official real property records of the county in which the Assets are
located.
h. Separate governmental forms assignments of the Assets may be executed
on officially approved forms by Assignor or Assignee, in sufficient
counterparts to satisfy applicable statutory and regulatory requirements.
Those assignments shall be deemed to contain all of the exceptions,
reservations, warranties, rights, titles, power 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, the Assets conveyed herein.
i. This Assignment binds and inures to the benefit of Assignor and Assignee
and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, and by
different parties in separate counterparts, each of which shall be deemed to
be an original instrument, but all of which together shall constitute one
instrument.
Assignment Page 2
EXECUTED on the dates contained in the acknowledgement of this instrument to be effective for
all purposes as of the Effective Time.
Attest:
Ma Thayer
Secretary
Attest:
Assignment Page 3
ASSIGNORS
LaBarge Minerals, Inc.,
a Wyoming Corporation
By: Donald Thayer
President
ASSIGNEE
M G Oil and G -s, Inc.,
a Wyomin C oration
By: Theodore F. Jess, Jr.
President
STATE OF WYOMING
)ss.
COUNTY OF LINCOLN
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The foregoing instrument was acknowledged before me thisv{P day of December, 2013 by
ACKNOWLEDGEMENTS:
Donald Thayer, as President of LaBarge Minerals, Inc., a Wyoming corporation.
Witness my hand and official seal.
My commission expires:
STATE OF WYOMING
)ss.
COUNTY OF LINCOLN
Witness my hand and official seal.
No Public
Assignment Page 4
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The foregoing instrument was acknowledged before me this ,(26-0 day of December, 2013 by
Theodore F. Jess, Jr., as President of M G Oil and Gas, Inc., a Wyoming corporation.
My commission expires: mo ca /4
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Veal 10 -20
Crane 10 -9
Esposito 40 -32
Haun 40 -8
Slate Creek 30 -12
Bird Canyon 10 -5
Blue Forest 30 -2
Spur Creek 8 -2
"EXHIBIT C"
Well Associated Equipment
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
200 bbl tank with platform
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
200 bbl tank with platform
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
200 bbl tank with platform
Calcium Carbide Dehy
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
200 bbl tank with platform
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
200 bbl tank with platform
Orifice Meter with shed
10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
400 bbl tank with platform
Calcium Carbide Dehy
Blue Forest 30 -31 10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
400 bbl tank with platform
Calcium Carbide Dehy
Lodgepole 10 -1 10K psi wellhead
Gas Separator Unit
500 gallon methanol tank
400 bbl tank with platform
200 bbl tank with platform
Gulf 11 -23 3K psi wellhead
Pump Jack -110 unit
AJAX Gas Engine
2 400 bbl tanks with platform
3K psi wellhead
Pump Jack -110 unit
AJAX Gas Engine
400 bbl tank
EXHIBIT "C" Page 1