Attached files
file | filename |
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8-K - EGPI FIRECREEK, INC. | v170082_8k.htm |
EX-10.4 - EGPI FIRECREEK, INC. | v170082_ex10-4.htm |
EX-10.1 - EGPI FIRECREEK, INC. | v170082_ex10-1.htm |
EX-10.5 - EGPI FIRECREEK, INC. | v170082_ex10-5.htm |
EX-10.7 - EGPI FIRECREEK, INC. | v170082_ex10-7.htm |
EX-10.6 - EGPI FIRECREEK, INC. | v170082_ex10-6.htm |
EX-10.8 - EGPI FIRECREEK, INC. | v170082_ex10-8.htm |
ACQUISITION
AGREEMENT
50%
Working Interest (32% Net Revenue Interest)
in
certain land and wells covered by three leases in Shackelford, Callahan and
Stephens Counties, Texas
Whitt Oil
& Gas, Inc., a Texas corporation (“Whitt”), and Energy Producers, Inc.
(“EPI”), a Nevada corporation and the wholly owned subsidiary of EGPI Firecreek,
Inc., a Nevada corporation, agree as follows regarding EPI’s acquisition from
Whitt of a 50% working interest (32% net revenue interest) in the McWhorter
Lease (Callahan County, Texas), the Young Lease (Callahan County, Texas) and the
Boyett Lease (Stephens and Shackelford Counties, Texas), and the wells thereon,
all as described in Exhibit “A”:
1.
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The
purchase price to be paid by EPI will be $225,000. This includes the
acquisition costs of the 50% working interest in the leases and also EPI’s
share of the costs of an initial work program consisting of the repair of
identified problems on and return to production of three (3) wells located
on said leases. Operating costs of wells are not included in the
acquisition cost to be paid by EPI, and EPI must pay its pro-rata share of
operating costs in accordance with this agreement and the operating
agreement described below.
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2.
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At
closing and prior to execution of the assignment of the said working
interest in the leases to EPI, Whitt will assign the following stated
overriding royalty interests in and to all oil, gas, casinghead gas, and
other hydrocarbon substances produced, saved and marketed from the land
subject to said leases:
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(a)
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2%
to _______________________________ ;
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(b)
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2%
to _______________________________ ; and
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(c)
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2%
to _______________________________.
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Such
assignments of overriding royalty interests will result in a 32% net revenue
interest thereafter being conveyed to EPI.
3.
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The
overriding royalty interests to be assigned pursuant to paragraph 2 will
be subject to the following terms and
provisions:
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(a)
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Such
assignments will be made without warranty of title, express or implied,
except as to parties claiming by, through or under Whitt, but not
otherwise;
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(b)
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Each
overriding royalty interest assigned will be payable out of and only out
of the oil and gas produced, saved and marketed, pursuant to the terms and
provisions of said leases;
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(c)
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Each
overriding royalty interest assigned will be free of development,
production and operating expenses, but will be chargeable with its
proportionate part of all gross production taxes and other taxes properly
assessable thereto;
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Page
1
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(d)
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Each
overriding royalty interest assigned will not be paid or accrued on any
oil, gas, casinghead gas and other hydrocarbon substances used for
operating, development or production purposes on the lands subject to the
said leases or unavoidably lost, nor paid upon gas used for repressuring
or recycling operations or pressure maintenance operations benefiting said
lands;
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(e)
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Whitt,
its successors and assigns, will have the right to pool the oil and gas
leases and lands covered hereby, or any portion thereof, with other lands
and leases into voluntary units, or into units as established by any
governmental authority having jurisdiction, and if the leases, and the
lands covered thereby, or any part thereof, are pooled accordingly, then
each overriding royalty interest assigned will be reduced in proportion
that the acreage burdened by each overriding royalty interest bears to all
the acreage included in any pooled
unit.
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4.
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The
Boyett Lease has up to four potential Barnett locations that can be
drilled. EPI shall be granted under the operating agreement the right, but
not the obligation, to participate in each of these wells when proposed by
Whitt. If EPI elects to participate in the drilling of any one or more of
such new wells, EPI must pay its share of actual costs associated with its
50% working interest including completion costs (if completed) and
plugging costs (if plugged). The costs of drilling and completing or
plugging such wells is not included in the acquisition costs to be paid by
EPI at closing.
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5.
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Closing
will occur on or before December 31, 2009 at the offices of attorney Dan
Fergus, Fergus and Fergus, LLP, 400 Pine Street, Suite 765, Abilene, Texas
79601, telephone (325) 691-0370, facsimile (325) 692-8107. The effective
date of transfer will be December 1, 2009 regardless of the actual closing
date. Closing costs will be paid from the acquisition funds provided by
EPI or as the parties otherwise agree in closing instructions. EPI will be
responsible for its share of ad valorem taxes from and after
closing.
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6.
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The
form of assignment to be used at closing will be mutually acceptable to th
parties. In addition, at closing, the parties will sign a mutually
acceptable form of operating agreement based on the A.A.P.L. Operating
Agreement Form 610-1989. Whitt will be the operator and administrator for
the project under the operating
agreement.
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7.
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Whitt
has provided to EPI all material documents and information in its
possession or control concerning the leases, and EPI has reviewed and
approved the same. Except as may be expressly stated in the closing
documents, Whitt makes no warranties or representations with respect to
the leases or any equipment or personal
property.
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8.
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Notices
under this agreement will be in writing deemed effective when received by
the addressee. Notices may be sent by U.S. mail, overnight courier, email
or fax, deemed delivered when actually received by the addressee. Notice
addresses are as follows:
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Page
2
Whitt
Oil & Gas, Inc.
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Energy
Producers, Inc.,
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P.O.
Box 3129
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6564
Smoke Tree Lane
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Albany,
Texas 76430-8055
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Scottsdale,
Arizona 85253
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Facsimile:
______________
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Facsimile:
(480) 443-1403
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Email:
w.whitt@sbcglobal.net
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Email:
energyproducers@aol.com
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Copies
of all notices shall be sent to John R. Taylor, Templar PetroConsultants,
Inc., 6777 Camp Bowie Blvd., Suite 332, Fort Worth, Texas 76116,
facsimile: (817) 377-8603.
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9.
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This
agreement must be executed by the second signing party within three days
after execution hereof by the first signing party or this agreement shall
be void.
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Executed
effective the 22nd day of December, 2009.
WHITT
OIL & GAS, INC.
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ENERGY
PRODUCERS, INC.
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a
wholly owned subsidiary of
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EGPI
FIRECREEK, INC.
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By:
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By:
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W.
J. Whitt, President
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Dennis
Alexander, CEO
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Date Signed:
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Date Signed:
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Page
3
EXHIBIT
“A”
Leases
1.
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That
certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee, recorded in
Volume 194, Page 360, Real Property Records of Callahan County, Texas,
covering the following two (2) parcels of land in Callahan County, Texas,
to-wit:
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Tract
I: Being 40 acres as near as is practicable in the form of a square around
the LCS Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section
142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan County,
Texas.
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Tract
II: Being 40 acres as near as is practicable in the form of a square
around the Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL,
Section 142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan
County, Texas.
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2.
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That
certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee, recorded
in Volume 194, Page 363, Real Property Records of Callahan County, Texas,
covering the following two (2) parcels of land in Callahan County, Texas,
to-wit:
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Tract
I: Being 40 acres as near as is practicable in the form of a square around
the LCS Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section
142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan County,
Texas.
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Tract
II: Being 40 acres as near as is practicable in the form of a square
around the Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL,
Section 142, Block 2, GH&H RR Co. Survey, Abstract 1651, Callahan
County, Texas.
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3.
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That
certain Oil and Gas Lease dated ________________________, by and between
Sharon White Stewart, Lessor, and Whitt Oil & Gas, Inc., Lessee,
recorded in Volume _______, Page _______, Real Property Records of
Stephens County, Texas, and recorded in Volume ________, Page ________,
Real Property Records of Shackelford County, to the extent, and to the
extent only, that said lease covers the following parcel of land,
to-wit:
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Tract
III: All of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746,
Stephens and Shackelford Counties,
Texas.
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Wells
1.
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McWhorter
No. Well, Texas Lease I.D. 27348, field Wildcat, Texas Field I.D.
00014001, Texas Railroad Commission District No. 7B, Callahan County,
Texas.
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2.
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Young
No. 3 Well, Texas Lease I.D. 26519, field Parsons
Gray, Texas Field I.D. 69450300, Texas Railroad Commission District No.
7B, Callahan County, Texas.
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3.
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Boyett
Well, Texas, API #42-417-37567, Texas Railroad Commission District No. 7B,
Shackelford County, Texas.
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