"" Important DD Must Read....Old News Bro,However I'm Glad You Brought it Up.....I Don't Think You Read The Entire Filing,For If You Had You Would Know That There Is A Working Relationship Between BGOI & BSPE....""
Pay Very Close Attention Here Buddy!
Blacksands Petroleum Texas, LLC
CORPORATE HQ O&G OPERATIONS
25025 I-45N, Suite 410 800 Bering, Suite 250
The Woodlands, Texas 77380 Houston, Texas 77057
832.978.6752 713.554.4491
Fax no. 281.298.6001 Fax no. 713.583.1617
August 10, 2010
Via Facsimile
BWiseman@Bonanzaog. com
Mr. Bill Wiseman, President/CEO
Bonanza Oil & Gas Inc.
3417 Mercer, Suite E.
Houston, TX 77027
RE: Purchase and Sale and Exploration Agreement (Players Notice Here It Says Exploration Agreement)
Apclark Field (Jackson Well No. 1 and Everett Well No. 7-1H)
1257 acres of land, more or less, being out of
BLK 31, T4N, TNP RRC
Borden County, Texas
Dear Gentlemen,
This Purchase and Sale and Exploration Agreement (the “ Agreement ”), when accepted in the manner hereinafter set forth, shall evidence an agreement among Blacksands Petroleum -Texas, LLC hereinafter referred to as “ BSPE ” and Bonanza Oil & Gas, Inc’s hereinafter referred to as “ Bonanza ” with respect to the Westerly Exploration, Inc. operated Jackson Well No. 1 and Everett Well No. 7-1H (“ the Wells ”) and 1257 acres of land held by production thereby, being more particularly described on Exhibit “A” , (“ the Lands ”), subject to the following general terms and conditions. BSPE and Bonanza are sometimes hereinafter collectively referred to as the “ Parties ”.
Now therefore for and in, consideration of the mutual covenants expressed herein the Parties agree to the following;
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ARTICLE I
ACQUISITION OF THE WELLS
I. BSPE agrees to deliver $325,000.00 (Sale Of Some Wells Players)(“ Acquisition Well Costs ”) to Bonanza , to be paid upon the acceptance and execution of and by the Parties of the Agreement and the Assignment and Bill of Sale of Wells . Such payment is for all of Bonanza’s right, title and interest in and to the production from the Wells . Bonanza hereby represents that its interest in and to the Wells is 25% gross leasehold working interest with an 18.75% of 8/8ths net revenue interest associated therewith.
II. Concurrently, with the payment of the Acquisition Well Costs set out in I. above, Bonanza agrees to execute the assignment attached hereto as Exhibit “B” (“ Assignment and Bill of Sale of Wells”). The Assignment and Bill of Sale of Wells is effective the first day of August 2010.
ARTICLE II
LEASEHOLD ACQUISITION
I. BSPE agrees to deliver $135,000.00 (“ Acquisition Leasehold Costs ”) to Bonanza , to be paid upon the acceptance and execution of and by the Parties of the Agreement and the Partial Assignment of Oil, Gas and Mineral Leases , as consideration for an unencumbered assignment from Bonanza of an 18.875% gross working interest with a 14.15625% of 8/8ths net revenue interest, attributable thereto in the Lands . The effective date of the Assignment is August 1, 2010.
II. Concurrently, with the payment of the Acquisition Leasehold Costs set out in I. above, Bonanza agrees to execute the assignment attached hereto as Exhibit “C” (“ Partial Assignment of Oil, Gas and Mineral Leases”). The effective date of the Partial Assignment of Oil, Gas and Mineral Leases is the first day of August 2010.
ARTICLE III
EXPLORATION
I. BSPE agrees to carry Bonanza for 2.5% gross leasehold working interest (1.875% net revenue interest) in and to the first well drilled on the Lands(Right Here Players We Now Know That Drilling Has Commenced On The Apclark Project) (“ Test Well ”) to the “ Sales Point ”. To the Sales Point shall be defined as all costs associated with location, drilling, testing, and completing the well, including, if applicable, hydraulic fracturing or other stimulation process, tanks, facilities and flowlines, and other costs associated therewith prior to turning the well to sales (“ Carry Point ”). All costs and expenses or other obligations associated with Bonanza’s 2.5% gross leasehold working interest after the Carry Point shall be the responsibility and liability of Bonanza . However, not withstanding the provisions herein, in the event the total drilling and completion well costs to Sales Point exceeds $1.6MM to the 8/8ths prior to reaching the Carry Point , BSPE shall have no obligation or responsibility to pay Bonanza’s pro-rata share of the costs exceeding $1.6MM. All costs and expenses over the $1.6MM shall be 22.5% BSPE and 2.5% Bonanza .
At Carry Point the interest of the Parties shall be;
*ACP ACP
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ENTITY GWI NRI
BSPE 22.50% 16.875%
Bonanza 2.50% 1.875%
25.00% 18.750%
* After Carry Point
II. In addition, BSPE agrees to deliver to Bonanza a 3.75% gross leasehold working interest (with a 2.8125% net revenue associated therewith) Back-in at 100% Payout on the Test Well drilled on the Lands . As used herein, the term “ Payout ” shall be based on a well basis, and shall be effective on the first day of the month following the month in which payout occurs. Payout is defined as and shall mean that point in time when 100% of (i) all of BSPE costs and expenses associated with the Test Well , including but not limited to BSPE’s leasehold acquisition costs, and (ii) the costs of drilling, completing, testing, stimulating, equipping and operating the Test well, after all ad valorem taxes, production taxes, and all leasehold burdens have been deducted/recouped from production therefrom. Any recompletion, reworking, including but not limited to rod jobs, motor replacements testing and stimulation or plugging back operation conducted on the Test Well therefore , prior to Payout , shall be deemed as part of the costs of operation of such Test Well and the costs for same shall be added to the monies to be recouped until Payout occurs and one hundred percent (100%) of the costs of such recompletion, reworking, or plugging back operation have been recouped.
At payout the interest of the Parties shall be;
*APO APO
ENTITY GWI NRI
BSPE 18.75% 14.0625%
Bonanza 6.25% 4.6875%
25.00% 18.7500%
* After Payout
Within 30 days after Payout, BSPE agrees to deliver to Bonanza an unencumbered Partial Assignment of Wellbore representing Bonanza’s additional 3.5% working interest (2.8125% net revenue interest) in and to the Test Well.
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ARTICLE IV
SUBSEQUENT OPERATIONS AND DRILL WELLS
The interest of the Parties in all subsequent and additional test wells shall be as follows;
APO APO
ENTITY GWI NRI
BSPE 18.75% 14.0625%
Bonanza 6.25% 4.6875%
25.00% 18.7500%
All proposed subsequent wells and procedures shall be in accordance of the controlling Joint Operating Agreement.(Ok Players Its Obvious Here That BSPE & BGOI Has A Working Relationship That Has Carried Over To The Present Day!)
ARTICLE V
CONFIDENTIAL
This Agreement and the contents are intended to be confidential and are not to be discussed with or disclosed to any third party, except as may be required by law. Any information, including but not limited to financial, land, geological, engineering and production data made available to either of the Parties pertaining to the Wells and /or the Land or this Agreement will be held in strictest confidence (except such information that is available to the public).
ARTICLE VI
ENTIRE AGREEMENT
This Agreement (including the Exhibits attached hereto) constitutes the entire understanding , Wells between the Parties with respect to the Lands and the superseding all negotiations, prior discussions and prior agreements and understandings relating to the Lands and the Wells . This Agreement may be supplemented, altered, amended, modified or revoked in writing only, signed by the Parties hereto.
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ARTICLE VII
BINDING EFFECT
This Agreement shall constitute a binding and enforceable agreement between the Parties and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
ARTICLE VIII
INTERPRETATION
This Agreement shall be interpreted and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles thereof, and shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns, and shall supersede all prior oral and written agreements between the Parties in connection with the subject matter thereof.
ARTICLE IX
LIABILITIES
The liabilities of the Parties hereto shall be several and not joint or collective.
ARTICLE X
TERMINATION
In the event this Agreement is not executed by the Parties hereto on or before the 13 th day of August 2010 at 5pm, this Agreement shall expire and be considered null and void and for all purposes being deemed as never having been in force or effect.
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ARTICLE XI
ASSIGNABILITY
No transfer of a Party’s rights or obligations under this Agreement shall be effective as to the other Parties or to the respective transferee, unless and until such prospective transferee shall have first (a) been , Agreement furnished with a copy of this together with all exhibits hereto, and (b) agreed in writing to assume, observe and perform its proportionate part of all the terms, provisions, covenants,, Agreement conditions and obligations contained in this and (c) prior to said assignment, said Party making such transfer is current on all bills to date as outlined herein and in accordance . JOA with the
ARTICLE XII
HEADINGS
The article and paragraph Agreement . headings used in this Agreement are inserted for convenience only and shall not be regarded in construing this
ARTICLE XIII
TAXATION
This Agreement is not intended to create, and shall not be construed to create, a relationship, a partnership, or an association for profit between or among the Parties hereto. Notwithstanding any provisions herein that the rights and liabilities hereunder are several and not joint or collective, or that this Agreement and operations hereunder shall not constitute a partnership, of for Federal Income tax purposes, this Agreement and the operations hereunder are regarded as a partnership, each Party hereby affected elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A”, of the Internal Revenue Code of 1986, as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. Any operator designated under the terms of this Agreement is authorized and directed to execute on behalf of each Party hereby affected such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by Federal Regulations 1.761 -(2). Should there by any requirement that each Party hereby affected give further evidence of this election, each such Party shall execute such documents and furnish such other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No Party shall give any notices or take any other action inconsistent with the election made thereby. If any present or future income tax laws of the State in which the Contract Area is located or any future income tax laws of the United States contain provisions similar to those in Subchapter “K”, Chapter 1, Subtitle “A”, of the Internal Revenue Code of 1986, under which an election similar to that provided by Section 761 of the Code is permitted, each Party hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each such Party states that the income derived by such Party from operations hereunder can be adequately determined without the computation of partnership taxable income.
ARTICLE XIV
MULTIPLE COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.
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ARTICLE XV
LIENS
1. Bonanza represents that it has paid all outstanding invoices to the operator ( Westerly ) associated with the Lands and the Wells up to the Effective Date . In addition, Bonanza represents that there are no liens and/or encumbrances affecting the Lands and/or the Wells .
This Agreement is specifically subject to Bonanza having written and recordable instruments releasing the liens/encumbrances on and to the Lands and the Wells.
The provisions of this Agreement shall constitute covenants running with the land.
IN WITNESS WHEREOF, this instrument is executed effective as of the date first day of August 2010 (“ Effective Date ”).
Blacksands Petroleum -Texas, LLC
/s/ David DeMarco
Name: David DeMarco
Title: CEO
Date: August 13, 2010
Bonanza Oil and Gas
/s/ Bill Wiseman
Name: Bill Wiseman
Title: President
Date: August 13, 2010
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Contrary To What Some Folks May Think BGOI Still Owns Plenty Of Wells & Is Now Working With BSPE On The Main Ones In The Apclark Project!.....
This Relationship Has Went Forward & IMO It Will Flourish!....Do Youself A Favor Players Do Your Own DD,& Never Listen To Know One On This Boards Including Me!......Its Always My Opinion!,However Facts Are Facts That Has Been Outlined Above~
