Exhibit 10.2
FORMAL OPTION TO PURCHASE AND SALE AGREEMENT OF
PETROLEUM AND NATURAL GAS RIGHTS dated the 16 day of December 2009
BETWEEN:
NORTHERN EMPIRE ENERGY CORP, an Nevada Corporation with an
address at 118 8th Ave. N.W. in the City of Calgary in the
Province of Alberta, T2M OA4
Herein after called ("the Purchaser")
OF THE FIRST PART
AND
ANGELS EXPLORATION FUND INC. an Alberta Corporation with an
address at 118 8th Ave. N.W. in the City of Calgary in the
Province of Alberta, T2M 0A4
Herein after called ("the Seller")
OF THE SECOND PART
WHEREAS:
Northern Empire Energy Corp. ("the Purchaser") hereby agrees to purchase from
Angels Exploration Fund Inc., ("the Seller"), certain land's petroleum and
natural gas lease rights with the Province of Alberta on the following terms
and conditions:
1. Definitions:
------------
Assets:
- -------
All of "the Seller's" interests and rights in the lands, title documents, as
more particularly described in Schedule "A" and Schedule "B" which are
attached to and forms part of this offer including all interests.
Closing Date:
- -------------
December 16, 2009
2. Purchase Price:
---------------
"The Purchaser" shall purchase the Assets from "the Seller" for a total
purchase price of five hundred thousand Canadian dollars ($500,000.00)
("Purchase Price") to be delivered prior to the closing date and subject to
all conditions listed forthwith.
3. Conditions:
-----------
This Agreement is subject to the following conditions:
a. Title review being completed with results satisfactory to "the Purchaser"
prior to the closing date on all title and lease rights, including
confirmation of "the Seller's Interest being free and clear of all
encumbrances other than as set out in Schedule "A" and Schedule "B"
attached.
b. A field inspection including an environmental review being completed
prior to the closing date of this agreement with results being
satisfactory to "the Purchaser"
c. "The Seller" shall hold the lands as set out in Schedule "A" and Schedule
"B" attached, for "the Purchaser" in trust, as to such time as directed
and instructed by "the Purchaser". And /or as to such time "the
Purchaser" forms and creates an 100% wholly owned Alberta subsidiary, (BA
Code accredited operating company for oil and gas production and drilling
in the Province of Alberta.)
"The Purchaser" and "the Seller" hereby enter into this mutually acceptable
formal purchase and sale agreement agreeing to all the terms and conditions
as contained and stated hereto.
Signed and agreed to on this 16 day of December 2009.
/s/ Jeffrey A Cocks /s/ Kevin Tattersall
- ------------------------------- --------------------------------
Jeffrey A Cocks Kevin Tattersall
Northern Empire Energy Corp Angels Exploration Fund Inc.
SCHEDULE "A"
5 YEAR PLAINS PETROLEUM AND NATURAL GAS LEASE NO. 0408120355
TERM COMMENCEMENT DATE:
December 18, 2008
AGGREGATE AREA:
2304 Hectares
ANNUAL LEASE RENTALS FEES
$8064.00
TRACT ONE
Description of Location and Leased Substances
4-19-059: 15; 21; 22; 28; 29
Petroleum and Natural Gas Below the Base of the Mannville Group
TRACT TWO
Description of Location and Leased Substances
4-19-059: 2; 3; 10; 11
Petroleum and Natural Gas Below the Base of the Mannville Group
SCHEDULE "B"
"ATTACHED"
AGENCY AND TRUST AGREEMENT
Effective Date: December 16, 2009
BETWEEN:
PETROLAND SERVICES (1986) LTD. ("Broker")
- and -
ANGELS EXPLORATON FUND INC. ("Beneficiary")
LANDS: track 1 4-19-059: 15;2122;28:29 track 2 4-19-059: 2;3;10;11
P&NG LEASE Broker Beneficiary
NO. 0408120355 File No: 4-08188 File No:
Document Date:
December 18, 2008
The Broker hereby acknowledges successful acquisition of an agreement
relating to the Lands (the "Document") or behalf of the Beneficiary. The
Broker and the Beneficiary agree that:
1. The Broker shall hold the Document and the Lands in trust, as a bare
trustee, and act for and on behalf of the Beneficiary as the
Beneficiary's fiduciary agent until the transfer of legal title to the
Beneficiary or designated third party has been effected or until the
Document has expired.
2. The Broker has no beneficial interest in the Lands or the Document.
3. Information obtained from the other party in connection with this
agreement shall be kept strictly confidential, except to the extent that
information is required to be disclosed for administration of the
Document.
4. The Broker shall forward promptly to the Beneficiary all written
correspondence and shall promptly advise the Beneficiary of all oral
communications which it receives which relate to the Lands or the
Document.
5. The Broker shall perform in a timely manner all reasonable requests made
by the Beneficiary and all duties associated with the Document or
required to carry out and give full effect to this agreement. If
requested by the Beneficiary, the Broker shall remit rental payments and
charges required to keep the Document in good standing.
6. The Beneficiary agrees to pay the Broker, on a timely basis, the
Broker's reasonable rates for the services provided.
7. The Beneficiary agrees to indemnity the Broker for all losses, fines or
penalties relating to the Lands or Document which are imposed on the
Broker by any regulatory body. This provision shall survive the
termination of this Agreement.
8. In the event of any conflict or inconsistency between the provisions of
this agreement and those of a more comprehensive agreement between the
Broker and the Beneficiary, the provisions of the more comprehensive
agreement shall prevail, and nothing in this agreement will relieve
either party from any obligation or liability that accrues under that
comprehensive agreement.
9 ALTERNATE ______ below (Specify A or B)
CAPLA Broker Document Package Page 1 of 2 October, 2005
ALTERNATE-A:
This agreement shall enure to the benefit of and shall be binding upon the
successors and permitted assigns of the Beneficiary which assignment shall be
made in accordance with the 1993 CAPL Assignment Procedure. This agreement is
not assignable by the Broker.
ALTERNATE-B:
This agreement is not assignable.
The parties have executed this agreement effective as of the Effective Date.
PETROLAND SERVICES (1986) LTD. ANGELS EXPLORATION FUND INC.
Per: /s/ Shawn Irwin Per: /s/ Kevin Tattersall
--------------------------- --------------------
Shawn Irwin - President Kevin Tattersall
CAPLA Broker Document Package Page 2 of 2 October, 2005
Alberta
ENERGY
PETROLEUM AND NATURAL GAS LEASE
NO. 0408120355
Term Commencement Date: December 18, 2008
Lessee:
PETROLAND SERVICES (1986) LTD. 100.0000000%
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PNGLSE 29/06/06
WHEREAS Her Majesty is the owner of the minerals in respect of which
rights are granted under this Lease:
THEREFORE, subject to the terms and conditions of this Lease, Her Majesty
grants to the Lessee, insofar as Her Majesty has the right to grant the same,
the exclusive right to drill for and recover the Leased Substances within the
Location, together with the right to remove from the Location any Leased
Substances recovered, for the term of five years computed from the Term
Commencement Date and, subject to the Mines and Minerals Act, for so long
after the expiration of that term as this Lease is permitted to continue
under that Act.
RESERVING AND PAYING to Her Majesty,
(a) In respect of each year during which this Lease remains in effect, a
clear yearly rental computed at the rate prescribed by, and payable in
accordance with, the Mines and Minerals Act, and
(b) the royalty on all Leased Substances recovered pursuant to this Lease,
that is now or may hereafter from time to time be prescribed by, and
that is payable in accordance with the Mines and Minerals Act, such
royalty to be calculated free of any deductions except those that are
permitted under the Mines and Minerals Act.
1(1) In this Lease, a reference to the Mines and Minerals Act or to any other
Act of the Legislature of Alberta referred to in section 2(2)(b) of this
Lease shall be construed as a reference to
(a) that Act, as amended from time to time,
(b) any replacement of all or part of that Act from time to time enacted by
the Legislature, as amended from time to time, and
(c) any regulations, orders, directives or other subordinate legislation
from time to time made under any enactment referred to in clause (a) or
(b), as amended from time to time.
(2) In this Lease,
(a) "Her Majesty" means Her Majesty in right of Alberta, as represented by
the Minister of Energy of the Province of Alberta;
(b) "Leased Substances" means the minerals described under the heading
"Description of Location and Leased Substances' in the Appendix to this
Lease;
(c) "Location" means the subsurface area or areas underlying the surface
area of the Tract and described in the Appendix to this Lease under the
heading "Description of Location and Leased Substances";
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PNGLSE 29/06/06
(d) "Oil Sands Area" means an oil sands deposit designated by the Alberta
Energy and Utilities Board under section 7 of the Oil Sands Conservation
Act, c. 0-5.5;
(e) "Term Commencement Date" means the date shown on the first page of this
Lease as the Term Commencement Date;
(f) "Tract" means the tract or tracts of land described under the heading
"Description of Location and Leased Substances" in the Appendix to this
Lease.
2. This Lease is granted upon the following conditions:
(1) The Lessee shall pay to Her Majesty the rental and royalty reserved
under this Lease.
(2) The Lessee shall comply with the provisions of
(a) the Mines and Minerals Act, and
(b) any other Acts of the Legislature of Alberta that prescribe, apply
to or affect the rights and obligations of a lessee of petroleum
and natural gas rights that are the property of Her Majesty, or
that relate to, apply to or affect the Lessee in the conduct of its
operations or activities under this Lease.
(3) The provisions of the Acts referred to in subsection (2) of this section
are deemed to be incorporated in this Lease.
(4) In the event of conflict between a provision of this Lease and a
provision referred to in subsection (2) of this section, the latter
provision prevails.
(5) The Lessee shall not claim or purport to exercise any rights,
prerogatives, privileges or immunities that would otherwise exempt the
Lessee from compliance with any of the provisions of the Mines and
Minerals Act or of any other Act of the Legislature of Alberta referred
to in subsection (2)(b) of this section.
(6) Natural gas produced pursuant to this Lease shall be used within Alberta
unless the consent of the Lieutenant Governor in Council to its use
elsewhere is previously obtained.
(7) The Lessee shall keep Her Majesty indemnified against
(a) all actions, claims and demands brought or made against Her Majesty
by reason of anything done or omitted to be done, whether
negligently or otherwise, by the Lessee or any other person in the
exercise or purported exercise of the rights granted and duties
imposed under this Lease, and
(b) all losses, damages, costs, charges and expenses that Her Majesty
sustains or incurs in connection with any action, claim or demand
referred to in clause (a).
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PNGLSE 29/06/06
(8) The use in this Lease of the word "Lessee", "Lease", "Leased Substances"
or "rental," or of any other word or expression,
(a) does not create any implied covenant or implied liability on the
part of Her Majesty, and
(b) does not create the relationship of landlord and tenant between Her
Majesty and the Lessee for any purpose.
(9) This Lease is also subject to the special provisions, if any, contained
in the Appendix to this Lease.
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APPENDIX
TO
5 YEAR PLAINS PETROLEUM AND NATURAL GAS LEASE NO. 0408120355
TERM COMMENCEMENT DATE:
DECEMBER 18. 2008
AGGREGATE AREA:
2304 HECTARES
TRACT ONE
DESCRIPTION OF LOCATION AND LEASED SUBSTANCES: 4-19-059: 15;21:22.28;29
PETROLEUM AND NATURAL GAS
TRACT TWO
DESCRIPTION OF LOCATION AND LEASED SUBSTANCES:
4-19.059: 2;3;10:11
PETROLEUM AND NATURAL GAS BELOW THE BASE OF THE MANNVILLE GRP
AS DESIGNATED IN DRRZD 4
INTERVAL: 2 557.00 - 2 985.00 FEET
KEY WELL: 00/06-16-041-08W4/0
LOG TYPE: INDUCTION ELECTRICAL
SPECIAL PROVISIONS:
NIL