EXHIBIT 10.1
BONANZA RESOURCES (TEXAS), INC.
0000 XXXXXXXX XXXXXXX, XXX. 000
XXXXXXXX, XX 00000
________________________________________________________________________________
May 28, 2009
Xxxxxx Creek Energy Corp.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx, XXX 00000
ATTENTION: XXXXX XXXXXX
Dear Sirs:
Re: Option and Purchase Agreement for the North Fork 3-D
Prospect Sections 6, 7, 8, 9, 16, 17, 18, 19, 20, 21,
28, 29, 30, 31, 32 & 33 1N-24ECM Sections: 1,11, 12,
13, 14, 23, 24, 25, 25, 26, 35 & 36 1N-23ECM Beaver
County, Oklahoma (the "Property")
______________________________________________________________
This letter sets forth the agreement (the "Agreement") between
Bonanza Resources (Texas), Inc. ("Bonanza") and Xxxxxx Creek Energy Corp.
("Xxxxxx Creek") whereby Bonanza shall grant an option to Xxxxxx Creek to
purchase a percentage of Bonanza's eighty-five (85) percent leasehold interest
(the "Bonanza Interest") in and to the Property on the terms set forth below.
The Bonanza Interest is held by Bonanza pursuant to a letter agreement between
Bonanza, Xxxx Petroleum, LLC and Radiant Energy, LC, dated February 25, 2008
(the "Original Agreement"), a copy of which is attached as Schedule "A" to this
Agreement.
1. In consideration for the payment by Xxxxxx Creek to Bonanza, within 60
days of the date of this Agreement, of the non-refundable sum of
US$150,000 (the "Cash Consideration"), Bonanza hereby grants to Xxxxxx
Creek an option, having an exercise period of one year (the "Option
Period") to purchase sixty (60) percent (the "Partial Interest") of the
Bonanza Interest (the "Option").
2. In the event that Xxxxxx Creek does not pay the Cash Consideration to
Bonanza within 60 days of the date of this Agreement, the Option will
terminate and this Agreement will cease to be of any force or effect.
3. During the Option Period, Xxxxxx Creek shall assume that amount of
Bonanza's rights, title, interest and obligations under the Original
Agreement as is proportionate to the Partial Interest.
4. In order to exercise the Option, Xxxxxx Creek must incur US$2,400,000
in exploration and drilling expenditures (the "Exploration
Expenditures") on the Property within the Option Period.
5. In the event that Xxxxxx Creek does not exercise the Option, Bonanza
shall retain the Cash Consideration as liquidated damages for Xxxxxx
Creek's failure to incur the Exploration Expenditures.
6. While this Agreement constitutes a binding agreement between the
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parties for the option and purchase of the Partial Interest, it is the
intention of the parties that this agreement shall be superseded by a
definitive agreement within sixty (60) days of the date of this
Agreement (the "Final Agreement"). Upon the execution by the parties of
the Final Agreement, the Final Agreement shall govern the relationship
between the parties with respect to the Partial Interest and this
Agreement will cease to be of any force or effect.
7. This Agreement shall be interpreted and governed in accordance with the
laws of the Province of British Columbia and the laws of Canada
applicable therein.
8. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
9. This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which taken together shall constitute
one and the same instrument.
BONANZA RESOURCES (TEXAS), INC.
Name: X. Xxxxx Xxxxxx
Title: President and Chief Executive Officer
AGREED TO AND ACCEPTED THIS ____ DAY OF
MAY, 2009 BY:
XXXXXX CREEK ENERGY CORP.
Name: Xxxxx Xxxxxx
Title: President and Chief Executive Officer
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SCHEDULE "A"
ORIGINAL AGREEMENT
