Exhibit 10.1
Liberty Energy & Ian Spowart
October 1, 2009
Mr. Ryan Hudson & Michael Carey
Trius Energy, L.L.C.
11615 Angus Rd, Suite 203
Austin, TX 78759
Re: Letter of Intent
Dear Trius,
This letter outlines certain basic, key business points of the proposed business
transaction between the Seller of said property and Liberty Energy & Ian Spowart
(Purchaser(s)), pursuant to which Seller will sell to Purchaser(s) and
Purchaser(s) will ourchase from Seller the property described herein.
Seller: Trius Energy, L.L.C.
Purchaser: Liberty Energy & Ian Spowart
Properties: Dahlstrom Lease, Ratliff Lease & Lockhart Lease
Use: To continue production of acquired assets on all (3)
projects listed above.
Purchase Price: $125,000 for (100% WI @ 75% NRI) in the Dahlstrom
Lease, (2% WI @ 75% NRI) in the Ratliff Lease and (100%
WI @ 70% NRI) in the Lockhart Lease.
Option Stipulation: Option and purchase period is predicated on a "First
Right of Purchase" basis. Liberty will have the option
to close on the listed properties either prior to the
option expiring or prior to another buyer closing on
any of the named properties currently under option.
Liberty will agree that if they are not able to close
on said properties prior to the option dates expiring
or prior to another purchase of said properties that
Liberty will immediately relinquish all rights of
purchase.
Ernest Money: Purchaser and Seller agree that no earnest monies are
due on this sale.
Feasibility Period: Purchaser will have 15 days after the completion of due
diligence visit to review data acquired and submit a
formal, binding contract to proceed with purchase,
10/16/09.
Closing: Closing shall be at such time as agreed to by the
parties hereto, but in no event more than thirty (30)
days after the contract is executed. All, if any, liens
will need to be paid off and removed, copies of the
reciept(s) and new legal opinion are to be presented to
the buyer within 30 days or less from each projects
closing date.
Utilities: Seller to provide Purchaser with all information
regarding exisiting utilities to the property.
Commission: Purchaser and Seller agree that no commissions are due
on this sale.
Contract: Purchaser and Seller agree to use best efforts to
negotiate a full contract containing all terms and
conditions within fifteen (15) days from the date of
the due diligence, 11/1/09. This contract shall govern
the sale/purchase described herein and as such must be
acceptable to all parties. During the period through
11/1, Seller agrees not to negotiate with other parties
on this prospect or the following (A-B):
A) Marcee Well No. 1
B) Carmen Lease
Sincerely,
By: /s/ Ian Spowart
----------------------------
Liberty Energy
President and CEO
Ian Spowart
The above terms are acceptable to the undersigned;
By: /s/ Michael Carey
----------------------------
Trius Energy, Managing Venturer