Exhibit
10.1
PURCHASE AND SALE
AGREEMENT
This PURCHASE AND SALE AGREEMENT
(“Agreement”), dated this
1st day of January, 2019 (“Execution Date”),
is entered into by and between Wyatt Petroleum LLC, and Wyatt
Permian, LLC, whose address is 24 Greenway, Suite 600, Houston, TX
77046 (collectively “Seller”) and Amazing Energy, LLC,
whose address is 5700 W. Plano Parkway, Suite 3600, Plano, Texas
75093 (“Buyer”). Seller and Buyer may be referred to
individually as a “Party” or collectively as
the “Parties.”
In
consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and Sellers agree as
follows:
Article I
PURCHASE AND SALE
1.1 Agreement
to Sell and Buy. Subject to assignments and
conveyances of record in Lea County, NM, and subject to and
conditioned upon obtaining the consent to this transaction by the
parties to that one certain Devon-Nemo Group Exploration Agreement
as required in Section 13 thereof, which the Parties agree has been
provided by Seller, each Seller agrees to sell and assign to Buyer,
and Buyer agrees to purchase, pay for and receive from Sellers, the
Assets as defined below.
1.2
Assets. The “Assets” are all of
each Seller’s right, title, and interest in and to the
following:
(a) The
estates and mineral rights created by the oil and gas leases,
leaseholds and mineral estates (the “Leases”),
described in Exhibit
“A”, and all oil, gas, water disposal and other
wells located on the Leases or on lands pooled therewith (the
“Wells”), including, but not limited to, the wells set
forth in Exhibit
“A-l”, together with all of Seller’s
interest in the rights and appurtenances incident thereto located
in Lea County, NM.
(b) All
of Seller’s rights in, to, and under, and all obligations,
liabilities, claims arising on or after the Closing Date, from, all
agreements relating to the Leases or Wells, including, but not
limited to, joint operating agreements, unitization agreements,
pooling agreements, farmout agreements, drilling agreements,
exploration agreements, oil or gas product purchase and sale
contracts, gas processing or transportation agreements, leases,
permits, rights-of-way, easements, licenses, options, orders and
decisions of state and federal regulatory authorities establishing
units which appear of record or in the records which have otherwise
been disclosed to Buyer.
(c) All
of Seller’s interest the oil and gas wells, including well
bores, pump jacks and motors, surface facilities, such as tanks and
pumps, salt water disposal, fixtures, personal property, facilities
and equipment, used or held for use or charged to the Leases or
Wells for production, treatment, transportation, sale or disposal
of hydrocarbons or water produced therefrom or attributable thereto
and further described on the attached spread sheet and photographs
collectively marked as Exhibits
“B1” and “B2” (the
“Wells”), and all equipment associated with the Wells
as of the Closing Date.
1
(d) The
rights, to the extent transferable, in and to all existing and
effective unitization, pooling agreements, declarations and orders,
if any, to the extent that they relate to or affect any of the
interests described in Exhibit
“A” or the post-Effective Time production of
Hydrocarbons, if any, from the Leases and
Lands.
(e) The
rights, to the extent transferable, in and to the electronic and
hard copy well files, accounting files, third party subscriptions,
contracts, agreements, and instruments described in Exhibit “C” and subrogation
of all legal claims of Seller therein. Sellers shall provide Buyer
with all electronic and hard copy Title Opinions, if any, land
files, agreements, geologic files, well files, seismic files and
materials, all facilities and equipment owned by Seller and located
on the Exhibit
“A” lands.
(f) The
files, records, Division Orders, data and information relating to
the items described in Exhibits
“A” and “A-1” maintained by each
Seller (the “Records”).
(g) All
asset, leasehold, and real property owned by Seller in Lea County,
NewMexico.
1.3 Effective
Time. The purchase and sale of the Assets shall be
effective as of January 1, 2019 at 7:00 a.m. local time (the
“Effective Time”),
however the Closing Date shall be as set forth in Section 6.1
below, at the offices of the Seller.
1.4 Purchase
Price. Subject to the terms and conditions of this
Agreement, the purchase price for the Assets is Two Million U.S.
Dollars ($2,000,000.00) (the “Purchase Price”). The
Purchase Price is payable at closing as follows: Execution of a
Promissory Note payable to Sellers in the amount of One Million
Nine Hundred Thousand U.S. Dollars ($ 1,900,00.00). All future cash
payments by Buyer shall be made in cash or by wire transfer to a
bank designated by Seller. Concurrent with execution of this
agreement and the Deposit Option Agreement executed on October 12,
2018, Buyer delivered to Seller a non-refundable deposit of One
Hundred Thousand U.S. Dollars ($100,000.00) (the “Deposit”), made payable to
Wyatt Permian, LLC, in cash or by wire transfer to a bank
designated by Seller to be held by Seller till Closing Date without
interest. The Deposit shall
be applied to the payment of the Purchase Price at closing. In the event
Buyer is not able to comply with the obligation to execute the
Promissory Note at closing, the Deposit shall be retained by
Seller.
1.5 Broker:The
parties each acknowledge that there are no obligations to any
broker in this transaction.
Article II
Buyer’s Inspection;
Disclaimers
2.1 Records.
Access to Records.
Within five (5) days of the Execution Date, Seller will provide to
Buyer electronic copies of the Records, or to the extent that
electronic copies are not available and not feasible to obtain,
Seller shall make available to Buyer and its representatives, at
Seller’s offices, such Records for inspection and review
during normal business hours to allow Buyer and its representatives
to perform Buyer’s due diligence review.
2
Article III
Title and
Disclaimers
3.1 SELLER
MAKES NO WARRANTY OR REPRESENTATION OF TITLE. EXPRESS. IMPLIED OR
STATUTORY AS TO THE CONDITION, QUANTITY, QUALITY, MERCHANTABILITY.
FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE. SAFETY. FREEDOM
FROM DEFECTS OR COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL
REQUIREMENTS OF ANY OF THE LANDS. WELLS. FACILITIES. PIPELINES.
FLOWLINES OR EQUIPMENT. FURTHERMORE. BUYER ACCEPTS THE WELLS.
FACILITIES. PIPELINES. FLOWLINES AND EQUIPMENT “AS IS”,
“WHERE IS”, AND “WITH ALL FAULTS” AND BUYER
HEREBY RELEASES SELLER FROM ANY AND ALL LIABILITY FOR LOSS ARISING
FROM USE OF THE LANDS. WELLS. FACILITIES, PIPELINES. FLOWLINES OR
EQUIPMENT PERTAINING TO THE ASSETS TO BE ASSIGNED. SELLER AND BUYER
DO NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS
OF ANY INFORMATION. DATA OR OTHER MATERIALS (WRITTEN OR ORAL)
FURNISHED TO THE OTHER BY OR ON BEHALF OF SELLER OR BUYER. THE
PARTIES AGREE THAT. TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE
EFFECTIVE. THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION
ARE “CONSPICUOUS” DISCLAIMERS. BUYER ACKNOWLEDGES THAT
IT IS FAMILIAR WITH THE TITLES IN THE
AREA.
3.2 SELLER
EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE CONDITION OF ANY
PERSONAL PROPERTY. FIXTURES AND ITEMS OF MOVABLE PROPERTY
COMPRISING ANY PART OF THE ASSETS INCLUDING (A) ANY IMPLIED OR
EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. (C) ANY IMPLIED OR
EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
(D) ANY RIGHTS OF BUYER UNDER THE APPLICABLE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION. AND (E) ANY CLAIM BY BUYER FOR DAMAGES
BECAUSE OF DEFECTS. WHETHER KNOWN OR UNKNOWN. IT BEING EXPRESSLY
UNDERSTOOD BY BUYER THAT THE PERSONAL PROPERTY. FIXTURES AND ITEMS
ARE BEING ASSIGNED TO BUYER AS IS. WHERE IS, WITH ALL FAULTS. AND
IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND THAT BUYER HAS
MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS
APPROPRIATE.
Article IV
Seller’ Representations
Seller’ Representations
4.1 Seller,
represents and warrants to Buyer the following and not
otherwise:
(a) Power
and Authority. Such Seller has the requisite power and
authority to execute and deliver this Agreement and perform its
obligations under this Agreement and that the person executing all
the documents for Seller is duly authorized to execute such
documents.
Article V
Buyer’s
Representations
5.1 Buyer
represents and warrants to Sellers the
following:
(a) Existence.
Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, and is duly
qualified to do business as a foreign corporation in the state(s)
where the Assets are located, except where the failure to so
qualify would not have a material adverse effect on Buyer or its
properties.
(b) Power.
Buyer has the corporate power to enter into and perform this
Agreement and the transactions contemplated by this Agreement.
Subject to preferential purchase rights and restrictions on
assignment of the type generally found in the oil and gas industry,
and to rights to consent by, required notices to, and filings with
or other actions by governmental entities where the same are
customarily obtained subsequent to the assignment of oil and gas
interests, the execution, delivery and performance of this
Agreement by Buyer, and the transactions contemplated by this
Agreement, will not violate (a) any provision of the certificate of
incorporation or bylaws of Buyer, (b) any material agreement or
instrument to which Buyer is a party or by which Buyer or any of
the Assets are bound, (c) any judgment, order, ruling, or decree
applicable to Buyer as a party in interest, or (d) any law, rule or
regulation applicable to Buyer relating to the Assets other than a
violation which would not have a material adverse effect on
Buyer.
(c) Authorization
and Enforceability. The execution, delivery and performance
of this Agreement, and the transaction contemplated hereby, have
been duly and validly authorized by all necessary action on the
part of Buyer. This Agreement constitutes the valid and binding
obligation of Buyer, enforceable in accordance with its terms
except as such enforceability may be limited by applicable
bankruptcy or other similar laws affecting the rights and remedies
of creditors generally as well as to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(d) Liability
for Broker’s Fees. Seller shall not directly or
indirectly incur any liability or expense, as a result of
undertakings or agreements of Buyer, for brokerage fees,
finder’s fees, agent’s commissions or other similar
forms of compensation in connection with this Agreement or any
agreement or transaction contemplated hereby.
4
(e) Distribution.
Buyer is an experienced and knowledgeable investor in the oil, gas
and mineral resources industry that has previously expended
substantial amounts in the acquisition and development of oil and
gas properties. Prior to entering into this Agreement. Buyer has
been advised by its counsel and such other persons as it has deemed
appropriate concerning this Agreement. The Assets to be acquired by
Buyer pursuant to this Agreement are being acquired by Buyer for
its own account, for investment and not with a view to distribution
or resale within the meaning of the Securities Act of 1933, as
amended, or any other applicable securities law, rule, regulation
or order.
(f) Claims
and Litigation. To the actual knowledge of Buyer, there are
no claims, actions, suits, or proceedings pending or threatened
against Buyer which, if determined adversely to Buyer, would
materially and adversely affect Buyer’s ability to perform
its obligations under this Agreement.
Article VI
Closing
Closing
6.1 Date
of Closing. The “Closing” of this
transaction, but not the Closing Date defined in paragraph 6.3 (d)
below, shall, unless otherwise agreed to in writing by the Buyer
and Sellers, be held in Seller’s office in Houston, Harris
County, Texas on January 16, 2019.
6.2 Execution
Date Obligation: The Parties shall execute this
agreement and any other documents necessary for the Parties to be
bound to the obligations set forth herein.
6.3 Closing
Obligations. At Closing, the following events shall
occur, each being a condition precedent to the others and each
being deemed to have occurred simultaneously with the
others:
(a) Seller
shall execute, acknowledge and deliver to Buyer, (i) an Assignment,
and Bill of Sale in the form attached as Exhibit “D”,
and (ii) any applicable forms of any federal, state and local
governmental authorities, assigning the Assets being sold by Seller
to Buyer, if any, as of the Effective Time, with no warranty of
title.
(b)
(c) Buyer
shall deliver an executed Promissory Note for $ 1,900,000,
representing the remaining portion of the Purchase Price in a form as required by
Seller.
(d) Seller
and Buyer shall take such other actions and deliver such other
documents as are contemplated by this
Agreement.
(e) Notwithstanding
anything herein to the contrary, Seller and Buyer agree that Seller
shall be entitled to receive any revenue from any oil and gas sold
prior to the Effective Date of this Agreement and that Buyer shall
be entitled to receive any revenue from oil and gas which might
have been produced, but not sold, prior to the close of business on
December 31, 2018.
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Article VII
Post-Closing
Obligations
7.1 Records.
Seller agrees to make the Records available to Buyer as soon as is
reasonably practical, but in any event on or before the latter of
10 Business Days after the Closing.
7.2 Further
Assurances. From time to time after Closing, each
Seller and Buyer shall each execute, acknowledge and deliver to the
other such further instruments and take such other action as may be
reasonably requested in order to accomplish more effectively the
purposes of this transaction.
Article VIII
Liability and
Indemnity
8.1 Assumption
of Assets Upon Closing. Upon Closing, Buyer shall
assume and pay, perform, fulfill and discharge all claims, costs,
expenses, liabilities and obligations relating to the possession,
ownership or operation of the Assets arising on or after the
Effective Time, including but not limited to, all plugging and
abandonment obligations and, surface restoration obligations and
reporting to the applicable New Mexico regulatory agency
(collectively, the “Assumed
Liabilities”). This indemnity obligation shall
survive the Closing Date indefinitely. Additionally, Buyer agrees
to assume and pay all property, and any ad valorem taxes for the
year 2018, and no proration for such year shall be applicable. All
asset, leasehold, and real property owned by Seller in Lea County,
New Mexico.
8.2 Indemnity.
BUYER EXPRESSLY AGREES TO ASSUME ANY AND ALL LIABILITY AND
RESPONSIBILITIES FOR ALL PLUGGING OBLIGATIONS REGARDING THE WELLS
ARISING BEFORE, ON, OR AFTER THE EFFECTIVE TIME. SELLER KNOWS OF NO
EXISTING OR ASSERTED REGULATORY ACTIONS OR CLAIMS RELATING TO ANY
ENVIRONMENTAL VIOLATION OR UNCORRECTED RELEASES, THEREFORE BUYER
SHALL ASSUME ALL RESPONSIBILITY AND LIABILITIES FOR ANY
ENVIRONMENTAL CLAIMS OR REMEDIATION REQUIREMENTS ARISING FROM THE
OPERATIONS OF THE ASSIGNED ASSETS BEFORE, ON, AND AFTER THE CLOSING
DATE. Buyer, therefore
agrees to indemnify and hold Seller harmless for any and all
plugging liabilities, claims, including environmental, causes of
action, suits and judgments for injury to persons, including death,
property damages and ad valorem taxes arising out of or resulting
from Buyer’s possession, use and operations of the Assets
before, on, and after the Effective
Date.
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Article IX
Miscellaneous
Miscellaneous
9.1 Expenses.
Except as otherwise specifically provided, all fees, costs and
expenses incurred by Buyer or Sellers in negotiating this Agreement
or in consummating the transactions contemplated by this Agreement
shall be paid by the Party incurring the same.
9.2 Notices.
All notices under this Agreement shall be by either e-mail or in
writing and addressed as set forth below:
If to
Buyer:
Amazing Energy, LLC
5700 W. Plano Parkway, Suite
3600
Plano, TX 75093
Attn: Willard G. McAndrew
III
Telephone: Cell: (214) 906-3073 / Office: (214)
233-1244
e-mail: Will@amazingenergy.com
If to
Wyatt:
Wyatt Petroleum, LLC
24
Green way, Suite 600
Houston, TX 77046
Attention: M. L. Vines
Telephone: (713) 877-7106
e-mail: mlvines@ymail.com
With a Copy to:
Don C. Nelson
24
Greenway Plaza, Suite 606
Houston, TX 77046
Telephone: (713) 877-7171
e-mail:
don.nelson@lawdcn.com
Any Party may, by e-mail or written notice so
delivered to the other Parties, change the address or individual to
which delivery shall thereafter be made.
9.3 Amendments.
This Agreement may not be amended nor any rights hereunder waived
except by an instrument in writing signed by all
Parties.
9.4 Governing
Law. This Agreement and the transactions contemplated
hereby and any arbitration or dispute resolution conducted pursuant
hereto shall be construed in accordance with, and governed by, the
laws of the State of Texas.
9.5 Entire
Agreement. This Agreement represents the entire
understanding and agreement between the parties with respect to the
subject matter addressed herein and entirely and completely
supersedes, voids and replaces all agreements, negotiations,
understandings and representations (whether written or oral) in
existence between the parties as of the Effective Date and relating
to the same subject matter.
9.6 Binding
Effect. This Agreement shall inure to the benefit of,
the Parties hereto, and their respective successors and
assigns.
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9.7 Disclaimer
of Representations and Warranties. The Parties hereto
each disclaim all liability and responsibility for any other
representation, warranty, statements or communications (orally or
in writing) to any other Party wherever and however made,
including, but not limited to, those made during any negotiations.
Without limiting the generality of the foregoing, none of the
Parties makes any representation or warranty as to (a) the amount,
value, quality or deliverability of petroleum, natural gas or other
reserves attributable to the Assets or (b) any geological,
engineering or other interpretations of economic valuation. The
Assets are sold without any warranty, express, implied or
statutory. All tangible personal
property included in the Assets is sold “AS IS, WHERE
IS,” and “WITH ALL FAULTS” and each Seller MAKES
NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AND
DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR
IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO
(i) MERCHANTABILITY, (ii) FITNESS FOR ANY PARTICULAR PURPOSE, (iii)
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS AND (iv) CONDITION,
(v) THE PRESENCE, QUALITY, QUANTITY AND RECOVERABILITY OF
HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS ASSIGNED,
(vi) THE ABILITY OF THE TRANSFERRED ASSETS TO PRODUCE HYDROCARBONS,
INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND
RECOMPLETION OPPORTUNITIES, (vii) GEOLOGIC OR GEOPHYSICAL
CHARACTERISTICS OR INTERPRETATIONS, (viii) THE PRESENT OR FUTURE
VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY TO BE
DERIVED FROM THE TRANSFERRED ASSETS, (ix) THE COMPLETENESS OR
ACCURACY OF THE INFORMATION CONTAINED IN THE FILES, DATA OR RECORDS
OF SELLER. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY
SELLER OR ANY REPRESENTATIVE OF SELLER ARE PROVIDED TO BUYER AS A
CONVENIENCE AND BUYER’S RELIANCE ON OR USE OF THE SAME IS AT
BUYER’S SOLE RISK. THE PARTIES AGREE THAT THE PRECEDING
DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS
FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR
ORDER.
9.8 Any
amounts and/or debts which are due and owing to Seller/Assignor
(Wyatt Petroleum, LLC and/or Wyatt Permian, LLC) prior to the
effective date of this Agreement, whether now known or unknown, by
co-working interest owners, joint operators, non-participating
working interest owners, or any party who owes monies or debt to
Seller/Assignor with respect to any of the properties and/or
operations of the properties assigned under this Agreement, whether
known or not known on the Effective Date, shall remain owed to
Seller and are not assigned by this Agreement. Additionally, any
rights or causes of action that are held by Seller with respect to
any of the properties and/or operations of the properties conveyed
under this Agreement, whether now known or unknown, remain with
Seller and are not intended to be assigned by this Agreement.
Any amounts and/or debts which are
due and owing by Seller/Assignor (Wyatt Petroleum, LLC and/or Wyatt
Permian, LLC) prior to the Effective Date of this Agreement,
whether now known or unknown (with the exception of any liability
or costs associated with plugging any of the wells that are being
transferred by Assignor to Assignee pursuant to this Agreement),
shall remain owed by Seller and are not assigned by this Agreement.
Assignee shall be responsible for the payment of all costs and
expenses incurred subsequent to December 31,
2018.
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9.9 THIS
AGREEMENT REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER ADDRESSED HEREIN AND
ENTIRELY AND COMPLETELY SUPERSEDES, VOIDS AND REPLACES ALL
AGREEMENTS, NEGOTIATIONS, UNDERSTANDINGS AND REPRESENTATIONS
(WHETHER WRITTEN OR ORAL) IN EXISTENCE BETWEEN THE PARTIES AS OF
THE EFFECTIVE DATE AND RELATING TO THE SAME SUBJECT
MATTER.
[Signature Page
follows]
9
The Parties have executed this Agreement as of the Execution Date
to be effective as
of the Effective Time.
of the Effective Time.
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SELLER
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WYATT
PETROLEUM, LLC AND
WYATT PERMIAN, LLC |
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By:
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Name:
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Billy
C. Wells
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Member
— Management Committee
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BUYER
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AMAZING
ENERGY, LLC
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By:
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Name:
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Willard
G. McAndrew III
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Title:
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President
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STATE
OF
TEXAS §
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COUNTY
OF
HARRIS §
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Before
me, the undersigned authority, on this 28th day of January,
2019, personally appeared Billy C. Wells, known to me to be a
Member of the Management Committee of Wyatt Petroleum, LLC and
Wyatt Permian, LLC, and upon his oath stated he executed the
instrument for and on behalf of the companies.
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Notary Public for the State of
Texas
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STATE
OF
TEXAS §
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COUNTY
OF
HARRIS §
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Before
me, the undersigned authority, on this 23rd day of January,
2019, personally appeared Willard G. McAndrew, who demonstrated
that he is the duly elected President of Amazing Energy, LLC and
upon his oath stated that he executed the document as the act and
deed of the company.
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Notary Public for the State of Texas
Commission Expires 5/24/20 |
Signature Page to
Purchase and Sale Agreement
10
Exhibit
A
Wyatt
Permian Active State Leases (from NM SLO Data Portal)
Lea
County, NM
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Lease Number
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Status
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Mineral Type
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TWSP/RG
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Section
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Description
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Gross Acres
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VO-9751-0002
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Active
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State
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9S
37E
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32
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80.0
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VO-9725-0002
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Active
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State
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10S
36E
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12
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320.0
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VO-9732-0002
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Active
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State
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10S
36E
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12
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320.0
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VO-9648-0002
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Active
|
State
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10S
36E
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13
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NW/4
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160.0
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VO-9909-0001
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Active
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State
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10S
36E
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25
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SW/4
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160.0
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VO-9901-0001
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Active
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State
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10S
36E
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27
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S/2
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320.0
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VO-9910-0001
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Active
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State
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10S
36E
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36
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320.0
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VO-9938-0001
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Active
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State
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10S
36E
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36
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320.0
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VO-9902-0001
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Active
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State
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10S
37E
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1
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320.1
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VO-9939-0001
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Active
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Slate
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10S
37E
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1
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320.0
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VO-9911-0001
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Active
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State
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10S
37E
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2
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320.2
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VO-9940-0001
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Active
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State
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10S
37E
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2
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320.2
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VO-9726-0002
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Active
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Slate
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10S
37E
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3
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320.0
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VO-9733-0002
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Active
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State
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10S
37E
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3
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320.0
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VO-9903-0001
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Active
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State
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10S
37E
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4
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320.1
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VO-9912-0001
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Active
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State
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10S
37E
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4
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80.0
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VB-2614-0001
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Active
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State
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10S
37E
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4
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80.5
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VO-9727-0002
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Active
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State
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10S
37E
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6
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317.2
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VO-9734-0002
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Active
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State
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10S
37E
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6
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320.2
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LO-6540-0003
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Active
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State
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10S
37E
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7
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160.0
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VO-9649-0002
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Active
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State
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10S
37E
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7
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159.2
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VB-2608-0001
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Active
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State
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10S
37E
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8
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80.0
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VB-2615-0001
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Active
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State
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10S
37E
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8
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|
80.5
|
|
VO-9913-0001
|
Active
|
State
|
10S
37E
|
9
|
|
80.0
|
|
VO-9767-0002
|
Active
|
State
|
10S
37E
|
10
|
|
160.0
|
|
VO-9904-0001
|
Active
|
State
|
10S
37E
|
17
|
|
320.1
|
|
VO-9914-0001
|
Active
|
State
|
10S
37E
|
17
|
|
160.0
|
|
LO-6428-0003
|
Active
|
State
|
10S
37E
|
18
|
|
479.3
|
|
VO-9915-0001
|
Active
|
State
|
10S
37E
|
19
|
|
159.9
|
|
VO-9942-0001
|
Active
|
State
|
10S
37E
|
30
|
|
320.0
|
|
VO-9916-0001
|
Active
|
State
|
10S
37E
|
30
|
|
319.8
|
|
VO-9906-0001
|
Active
|
State
|
11S
37E
|
1
|
|
73.4
|
|
VO-9835-0002
|
Active
|
Slate
|
11S
37E
|
5
|
|
390.5
|
33 active leases
EXHIBIT A-1
Wyatt
Petroleum Well Data
Lea
County, NM
|
Area
|
Well
Identification
|
Well
|
|
Depth
|
Lateral
|
||||
|
County
|
Pool
|
API
Number
|
Well
|
Lease
|
Operator*
|
Class
|
Reservoir
|
MD
|
Length
(mi.)
|
|
LEA
|
CROSSROADS EAST
|
30025426700000
|
1H
|
MAXWELL
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
9,607
|
1.0
|
|
LEA
|
CROSSROADS EAST
|
30025427260100
|
4H
|
WILLIAM STATE
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
9,490
|
0.9
|
|
LEA
|
CROSSROADS EAST
|
30025434980000
|
103H
|
LARRY SAN ANDRES UNIT 18
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
9,950
|
1.0
|
|
LEA
|
DICKENSON (sic)
|
30025434990000
|
104H
|
MOE SAN ANDRES UNIT 35
|
WYATT PERMIAN
|
AT-TD
|
SAN ANDRES
|
9,873
|
1.0
|
|
LEA
|
DICKINSON
|
30025248090000
|
1
|
SANTAFE
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
10,800
|
|
|
LEA
|
DICKINSON
|
30025256690000
|
4
|
SANTA FE
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
5,000
|
|
|
LEA
|
DICKINSON
|
30025252410000
|
2
|
SANTA FE
|
WYATT PERMIAN
|
SWD
|
SAN ANDRES
|
5,085
|
|
|
LEA
|
CROSSROADS EAST
|
30025275110000
|
1
|
STATE
|
WYATT PERMIAN
|
OIL
|
SAN ANDRES
|
5,100
|
|
|
LEA
|
CROSSROADS
|
30025347650000
|
1
|
BOBBY FEE
|
WYATT PERMIAN
|
SWD
|
DEVONIAN
|
12,288
|
|
|
LEA
|
CROSSROADS SE
|
30025342360000
|
1
|
LEWIS FEE
|
WYATT PERMIAN
|
SWD
|
DEVONIAN
|
12,505
|
|
|
|
|
|
|
|
|
|
|
|
|
n=10 wells
Exhibit
B1
Inventory
of Field Equipment and Facilities
Lea
County, NM
|
Well
Identification
|
|
|
|
|
Section
|
well
|
Lease
|
Description:
|
|
7
|
1
|
STATE
|
Pumpjack (Morgan 160) w/20 HP electric motor, chemical drums, (2)
210 BBL steel oil tanks, (2) 210 BBL fiberglass water tank,
4’ x 20’ gun barrel, water transfer pump, circulating
pump
|
|
|
|
|
|
|
12
|
004H
|
WILLIAMS STATE
|
Pumpjack (Lufkin IRO Marc 640) w/electric motor, (2) 500 BBL
fiberglass water tanks, (2) 500 BBL steel oil tanks, 12’ x
20’ gun barrel, fluid to gas separator: water transfer pump,
oil circulating pump, chemical drum, meter run with Scada; large
frac water pit, (7) 8” rods and (2) 1 1/4” fiberglass
rods on site
|
|
|
|
|
|
|
24
|
001H
|
MAXWELL
|
This location also serves as a central saltwater gathering
facility; Pumpjack (Lufkin 640 Marc) w/60 or 75 HP electric motor,
(2) 500 BBL steel oil tanks, (3) 500 BBL water tanks, (1) 750 BBL
steel gun barrel; water transfer pump, oil circulating pump, fluid
to gas separator; chemical drums, there are 8 1/4” fiberglass
rods and stubs on location; dual transformers are fenced with
pipe
|
|
|
|
|
|
|
31
|
1
|
LEWIS FEE
|
Normal wellhead for injector; wellhead fenced with steel
pipe
|
|
|
|
|
|
|
25
|
1
|
BOBBY FEE
|
Normal wellhead for injector; wellhead fenced with steel
pipe
|
|
|
|
|
|
|
18
|
103H
|
LARRY SA UNIT
|
Pumpjack (Lufkin 640 Marc) w/75 HP electric motor, (2) 500 BBL
water tanks, (2) 500 BBL steel oil tanks, 10’ x 20’ gun
barrel, water transfer pump, circulating pump, chemical drums, 11
3/4” rod stubs are on site; dual transformers are fenced with
pipe
|
|
|
|
|
|
|
35
|
104H
|
MOE SA UNIT
|
Pumpjack (640 Abscot) w/50HP electric motor, dual transformers are
fenced with pipe
|
|
|
|
|
|
|
35
|
1
|
SANTA FE
|
American pumpjack w/electric motor, chemical drum, additional steel
and fiberglass pipe on location;
|
|
|
|
|
|
|
35
|
4
|
SANTA FE
|
Pump jack w/electric motor, chemical drum
|
|
|
|
|
|
|
35
|
FACILITY
|
MOE/SANTA FE
|
Central tank battery for the Santa Fe 1 and 4 and the Moe 104H
wells; Santa Fe = (2) 4’ x 20’ gun barrels, (2) 500 BBL
fiberglass water tanks (1 for SF-1, 1 for SF-4 and Moe), (4) 500
BBL steel oil tanks (1 for SF-1, 1 for SF-4, and 2 for Moe), SWD
disposal pump (SF-2); Moe = (1) 10’ x 20’ gun barrel,
heater treater, meter run with scada, circulating pump, water
transfer pump, water disposal pump
|
|
|
|
|
|
|
35
|
2
|
SANTA FE
|
This the SWD well for Santa Fe 1 and 4; there is no surface
equipment or facilities on site
|
|
|
|
|
|
|
3
|
103H
|
CURLY SA UNIT
|
large caliche pad with concrete cellar, approx. 1.5 mi. of location
road already built
|
Exhibit
B2
Inventory
of Field Equipment and Facilities
Lea County, NM
Lea County, NM
State
7-1 pumpjack and tank battery
Williams
12-004H pumpjack and tank battery
Maxwell
24-001H pumpjack and tank battery
Bobby
Fee 25-1 and Lewis Fee 31-1 surface locations
Larry
18 103H tank battery and pumpjack
Moe
35 104H pumpjack and transformers
Santa
Fe 35-1 and 35-4 pumpjacks; Santa Fe and Moe tank
battery
Santa
Fe 35-2 wellhead and Curly location w/cellar
Exhibit
C
West
Sawyer Contracts and Agreements
Lea
County, NM
|
Entities
|
Type of
Agreement
|
lands
Covered
|
Date
|
||
|
Party 1
|
Party 2
|
|
Township and
Range
|
Section
|
Effective
|
|
Tamaroa, Petroven, Golden
|
Nemo Fund 1, Nautilus Energy, LLC
|
Exploration Agreement
(Stipulation of Interest & Cross-Conveyance) |
9S 37E, 10S 36E & 37E,
11S 36 & 37E |
various
|
8/5/2014
|
|
Devon
|
Nemo Fund I, Tamaroa, Petroven, Golden
|
Exploration Agreement
(Stipulation of Interest & Cross-Conveyance) |
9S 37E, 10S 36E & 37E,
11S 36 & 37E |
various
|
8/1/2015
|
|
Devon
|
Nemo Fund I, Tamaroa, Petroven, Golden
|
Exploration Agreement
(Joint Venture) |
9S 37E, 10S 36E & 37E,
11S 36 & 37E |
various
|
8/1/2015
|
|
Devon, Tamaroa, Petroven,
Golden |
Nemo Fund I
|
Joint Operating Agreement
(Willioms State 12-004H) |
10S 36E
|
12
|
8/1/2015
|
|
Devon, Tamaroa, Petroven,
Golden |
Nemo Fund I
|
Joint Operating Agreement
(Maxwell 24-001H) |
10S 36E
|
24
|
1/4/2016
|
|
Devon, Tamaroa, Petroven,
Golden |
Nemo Fund I
|
Joint Operating Agreement
(Moe 35 104H) |
10S 36E
|
35
|
12/1/2016
|
|
Devon, Tamaroa, Petroven,
Golden |
Nemo Fund I
|
Joint Operating Agreement
(Larry 18 103H) |
10S 37E
|
18
|
12/1/2016
|
|
Williams Ranch
|
Nemo Fund I
|
Surface Use Agreement, SWD Addendum
(Williams State 12-004H) |
10S 36E
|
12
|
8/18/2015
|
|
Slash Z Land and
Cattle
|
Nemo Fund I
|
Surface Use Agreement
|
10S 36E, 10S 37E
|
various
|
1/1/2016
|
|
Harton Ranch
|
Nemo Fund I
|
Surface Use Agreement
|
10S 37E
|
3, 4, 5
|
12/21/2016
|
