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FIRST AMENDMENT TO ASSIGNMENT
THIS FIRST AMENDMENT TO ASSIGNMENT (the "First Amendment") is made and
entered into effective as of the 18th day of April 2012 by and between Keith D.
Spickelmier ("Spickelmier") and Santos Resource Corp., a Nevada corporation
("Santos").
RECITALS
WHEREAS, Spickelmier executed and delivered to Santos an assignment (the
"Assignment"), whereby Spickelmier assigned to Santos all of Spickelmier's
rights under a legal document (as amended and restated on December 1, 2011, the
"Liberty Agreement") with Liberty Petroleum Corporation ("Liberty") whereby
Liberty granted to Spickelmier an exclusive right to negotiate an option to
acquire exploration and drilling rights related to the PEL 512 prospect
involving 584,651 gross acres in the "heart" of the Cooper Basin oil fairway in
South Australia (the "Prospect"); and
WHEREAS, Spickelmier and Santos wish to amend the Assignment upon the
terms, provisions and conditions set forth hereinafter;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements to
amend the Assignment, Spickelmier and Santos agree as follows (all undefined,
capitalized terms used herein shall have the meanings assigned to such terms in
the Assignment):
1. AMENDMENT TO THE ASSIGNMENT Section 1.5 of the Assignment be and
hereby is amended to read in its entirety as follows:
"Failure to Issue License. If the Minister confirms in writing that it will not
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issue exploration and drilling rights for the Prospect in the name of Santos, or
has failed to issue exploration and drilling rights for the Prospect in the name
of Santos prior to August 31, 2012, whichever occurs first, then this Assignment
shall terminate, Spickelmier shall return immediately to Santos the 20.0 million
Shares described in section 1.3(c) above, and Santos shall have no further
obligations under this Assignment or the Liberty Agreement."
2. MISCELLANEOUS. Except as otherwise expressly provided herein, the
Assignment is not amended, modified or affected by this First Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Assignment are
herein ratified and confirmed and shall remain in full force and effect. On and
after the date on which this First Amendment becomes effective, the terms,
"Assignment," "hereof," "herein," "hereunder" and terms of like import, when
used herein or in the Assignment shall, except where the context otherwise
requires, refer to the Assignment, as amended by this First Amendment. This
First Amendment may be executed into one or more counterparts, and it shall not
be necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the
first day written above.
"SPICKELMIER" "SANTOS"
SANTOS RESOURCE CORP.,
a Nevada corporation
/s/Keith D. Spickelmier
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Keith D. Spickelmier
By: /s/ Keith J. McKenzie
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Name: Keith J. McKenzie
Title: Chief Executive Office