Exhibit 10.34
PURCHASE AND SALE AGREEMENT
OF LIBERTY WORKING INTEREST
Richfield Oil & Gas Company, a Nevada corporation as (“Richfield” or “Buyer”), MacKov Investments Limited (“Seller”) (collectively Richfield and Seller shall be referred to as “Parties”) are entering into this Agreement (the “Agreement”). The Parties agree to the following terms:
WHEREAS Seller desires to sell a 1.00% Carried Working Interest (“CWI”) and 2.25% Working Interest (“WI”) BPO and 1.75% WI APO in the Liberty #1 Well and 3.25% WI BPO and 2.75% WI APO in the Liberty Prospect located in Juab County, Utah;
WHEREAS Richfield desires to purchase the CWI and WI from Seller in Liberty #1 Well and Prospect as described above;
NOW THEREFORE in consideration of the mutual covenants, conditions, and considerations provided below, Richfield and Seller agree as follows:
1. The Properties. Seller hereby assigns and conveys to Richfield all of Seller’s ownership in Liberty consisting of a 1.00% CWI, 2.25% WI BPO and 1.75% WI APO in the Liberty #1 Well and 3.25% WI BPO and 2.75% WI APO in the Liberty Prospect located in T12S, R1E, Section 34, SLB&M, Juab County, Utah.
2. Purchase Price. Richfield shall pay to Seller for the purchase of all of Seller’s CWI and WI in Liberty #1 Well and Prospect the sum of $242,000. The sum payable shall be paid by the issuance of 96,800 shares of Richfield common stock, valued at $2.50 per share.
3. EffectiveDate.The conveyance by Seller shall be effective as of 7:00 a.m. local time, where the Properties are located, on October 1, 2012 (the “Effective Date”). There is currently no production from the Properties.
4. Taxes.Seller shall be responsible for all taxes relating to his WI in the Properties prior to the Effective Date.
5. Further Assurances, Intent. Seller agrees to execute and deliver to Buyer all instruments, conveyances, and other documents and to do such other acts not inconsistent with this Agreement as may be necessary or advisable to carry out Seller’s intent.
6. Parties in Interest.This Agreement shall inure to the benefit of and be binding upon Seller and Richfield and their respective successors and assigns. However, no assignment by any party shall relieve any party of any duties or obligations under this Agreement unless such relief is granted in writing by the other party.
7. Complete Agreement. This Agreement constitutes the complete agreement between the parties regarding the purchase and sale of the Properties. Where applicable, all of the terms of this Agreement shall survive the closing of this Agreement.
Richfield Oil & Gas Company
| /s/ Michael A. Cederstrom | Dated: | November 30, 2012 | |
| Michael A. Cederstrom, General Counsel |
MacKov Investments Limited
| /s/ Glenn G. MacNeil | Dated: | November 30, 2012 | |
| Glenn MacNeil, President |
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