Xun Energy, Inc. (fka XNRG)

[4on4off]

FEELS TO ME LIKE WE ARE ON THE VERGE HERE WITH XNRG!

THANK YOU JERRY!

I want to personally thank CEO Jerry Mikolajczyk for taking the time further explain the JV002 & JV003 as well as give an update on the current status of both.

From reading the answers it seems to me that a few more hoops are being jumped through to make the JV002 deal a reality resulting in an 8k being issued with more details.



#2 Posted : about 3 hours ago

Question #1: My request from you is if you can find time, a brief explanation of the terms of JV002 & JV003.

Response #1: JV002 and JV003 transactions have confidentiality agreements between the Company and the counterparties. The Company is prohibited from discussing the terms and conditions. The Company relies on Rule 406 under the Securities Act of 1933 ("Securities Act") and Rule 24b-2 under the Securities Exchange Act of 1934 ("Exchange Act"), link: http://www.sec.gov/interps/legal/slbcf1r.htm.

A recap of the disclosures in 10Q for August 31, 2014 relating to JV002 are as follows:

On May 25, 2014, the Company, through its wholly owned subsidiary, Xun Oil Corporation, entered into a Joint Venture Agreement (JV002) with an arm's length 3rd party to collaborate with the 3rd party in completing its obligation on a 61 million barrel Aviation Jet Fuel FOB Rotterdam, over a 13 month period, Sales and Purchase Agreement (SPA) dated July 27, 2013 with a supplier of Aviation Jet Fuel. JV002 is subject to financing and is subject to changes to the SPA with the supplier. The Company will participate as a 50% joint venture partner in the 61 million barrel Aviation Jet Fuel purchase and sale. JV002 plans to sell the Aviation Jet Fuel at prevailing market prices to Major buyers. (i.e. airlines, end users of aviation jet fuel).

On August 1, 2014, JV002 received a financial commitment from a 3rd party financier to fund the 61 million barrel Aviation Jet Fuel SPA subject to the contemplated changes in the SPA with the Supplier.

On August 15, 2014, JV002 was informed by the Supplier that the July 27, 2013 SPA for 61 million barrels of Aviation Jet Fuel FOB Rotterdam was terminated and that a new transaction shall be executed requiring JV002 to issue a fresh Irrevocable Commercial Purchase Order (ICPO) and a new SPA for the 61 million barrels of Aviation Jet Fuel FOB Rotterdam.

On August 20, 2014, JV002 issued the ICPO to the Supplier for the 61 million barrels of Aviation Jet Fuel FOB Rotterdam.

On September 8, 2014, the Supplier for JV002 confirmed the terms and conditions of the SPA for 61 million barrels of Aviation Jet Fuel FOB Rotterdam. The SPA is subject to JV002 executing a Charter Party Agreement (CPA) with its nominated shipping company to deliver the Aviation Jet Fuel to Rotterdam and paying 50% of the cost of the vessel for first delivery to Rotterdam.

On September 12, 2014, JV002 executed the CPA to deliver the Aviation Jet Fuel to Rotterdam. The CPA requires JV002 to pay for 50% of the vessel for the first delivery to Rotterdam.

On September 26, 2014, JV002 paid its 50% share of the vessel for the first delivery to Rotterdam.[/I]

THERE CAN BE NO ASSURANCE THAT JV002 WILL BE ABLE TO SELL THE AVIATION JET FUEL SHOULD JV002 BE SUCCESSFUL CLOSING ON THE AVIATION JET FUEL PURCHASE WHEN THE AVIATION JET FUEL ARRIVES AT ROTTERDAM. EVEN IF JV002 WAS SUCCESSFUL IN SELLING THE AVIATION JET FUEL, THERE CAN BE NO ASSURANCE THAT THE SALE OF THE AVIATION JET FUEL WILL BE PROFITABLE OR THAT THE COMPANY WILL BE ABLE TO GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY.

A recap of the disclosures in 10Q for August 31, 2014 relating to JV003 are as follows:

On June 1, 2014, the Company entered into a SPA (JV003) for 8,450,000 metric tons of Aviation Jet Fuel FOB Rotterdam, over a 13 month period, with a Supplier subject to financing.

The Company entered into a Profit and Sharing Agreement (JV003) on August 18, 2014 with an arm's length 3rd party for the financing of 20% of a 8,540,000 metric ton SPA for Aviation Jet Fuel FOB Rotterdam. The SPA is subject to XOM obtaining financing for 100% of the 8,450,000 metric ton SPA[/I].

THERE CAN BE NO ASSURANCE THAT JV003 WILL BE ABLE TO OBTAIN THE REMAINING 80% FINANCING REQUIRED TO PURCHASE THE 8.54 MILLION METRIC TONS OF AVIATION JET FUEL. THERE CAN BE NO ASSURANCE THAT JV003 WILL BE ABLE TO SELL THE AVIATION JET FUEL SHOULD IT BE SUCCESSFUL IN OBTAINING FINANCING FOR THE AVIATION JET FUEL. EVEN IF JV003 WAS SUCCESSFUL IN SELLING THE AVIATION JET FUEL, THERE CAN BE NO ASSURANCE THAT THE SALE OF THE AVIATION JET FUEL WILL BE PROFITABLE OR THAT THE COMPANY WILL BE ABLE TO GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY.

As you read through our disclosures, there is progression in the process or procedures. The buying and selling of physical commodities is a very complicated process and moves slowly step by step or procedure by procedure. Before an order is initiated, there is lengthy negotiation on the procedures that would be used. No two commodity purchases are identical, albeit they may be similar in nature.

Question #2: Who makes up JV002? (XOM and Silent Partner?)

Response #2: Our JV002 agreement between the Company and counterparty prohibits the Company from discussing the terms and conditions including disclosing the name of the counterparty. The Company relies on Rule 406 under the Securities Act of 1933 ("Securities Act") and Rule 24b-2 under the Securities Exchange Act of 1934 ("Exchange Act"), link: http://www.sec.gov/interps/legal/slbcf1r.htm.

Question #3: Agreement of shipping?

Response #3: JV002 is required to pay 50% of the Charter Party and the Supplier is required to pay the other 50% of the Charter Party costs for the first shipment. Both parties have paid their share of the Charter Party Agreement. This requirement of the procedure is complete and moves to the next procedure. Per JV002, XOM is not liable for any portion of the Charter Party Agreement.

Question #4: JV002 paid 50%, I assume Purchaser pays other 50%, and have they put up their 50% of shipping?

Response #4: Purchaser (End Buyer) is not required to pay any portion of the Charter Party Agreement.

Question #5: Any updates you can give.

Response #5: The latest updates are as follows:

JV002 Status:

As of October 24, 2014, JV002 is waiting for Proof of Product (POP) from the Supplier that the jet fuel has arrived at Rotterdam and unloaded in a jet fuel storage tank. The following documents are required:

1. Tank Storage Receipt (TSR);
2. Authorization To Sell (ATS);
3. Dip Test Authorization (DTA); and
4. Fresh SGS report, not less than 48 hours.

Upon receipt of the above documents, JV002's banker will release the Irrevocable Revolving Documentary Letter of Credit (IRDLC) guaranteeing payment for the first (trial) shipment and subsequent deliveries of Jet Fuel.

THERE CAN BE NO ASSURANCE THAT JV002 WILL BE ABLE TO SELL THE AVIATION JET FUEL SHOULD JV002 BE SUCCESSFUL CLOSING ON THE AVIATION JET FUEL PURCHASE SHOULD THE AVIATION JET FUEL BE AT ROTTERDAM. EVEN IF JV002 WAS SUCCESSFUL IN SELLING THE AVIATION JET FUEL, THERE CAN BE NO ASSURANCE THAT THE SALE OF THE AVIATION JET FUEL WILL BE PROFITABLE OR THAT THE COMPANY WILL BE ABLE TO GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY.

JV003 Status:

As of October 24, 2014, JV003 is waiting for the 20% financing counterparty to provide proof of funds.

THERE CAN BE NO ASSURANCE THAT JV003 WILL BE ABLE TO OBTAIN THE REMAINING 80% FINANCING REQUIRED TO PURCHASE THE 8.54 MILLION METRIC TONS OF AVIATION JET FUEL SHOULD THE 20% FINANCING PARTNER PROVIDE PROOF OF FUNDS. THERE CAN BE NO ASSURANCE THAT JV003 WILL BE ABLE TO SELL THE AVIATION JET FUEL SHOULD IT BE SUCCESSFUL IN OBTAINING FINANCING FOR THE AVIATION JET FUEL. EVEN IF JV003 WAS SUCCESSFUL IN SELLING THE AVIATION JET FUEL, THERE CAN BE NO ASSURANCE THAT THE SALE OF THE AVIATION JET FUEL WILL BE PROFITABLE OR THAT THE COMPANY WILL BE ABLE TO GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY.

DISCLAIMER: SUBJECT TO SAFE HARBOR CLAUSE.

We thank you for your interest, support and faith in the Company.

Respectfully,

Xun Energy, Inc.
Jerry G. Mikolajczyk
President and CEO

Safe Harbor

The statements contained in this post may not be historical fact, are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” "projects" or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that its forward-looking statements that are historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular forward-looking statements may differ substantially from those projected. Consequently, the inclusion of forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized. The Company’s actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate. There is no guarantee that the Company will close on the financing or close on the acquisition of the producing oil and gas leases.

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