PURCHASE AND SALES AGREEMENT Between TAMM OIL AND GAS CORP. And ASPERAGO HOLDING S.A. And ELESTONE S.A.
Exhibit 99.1
Between
TAMM
OIL AND GAS CORP.
And
ASPERAGO
HOLDING S.A.
And
ELESTONE
S.A.
RE:
SALE AND TRANSFER OF PETROLEUM AND NATURAL GAS LEASES
T91
R25 W5M, SECTIONS 1,11,12,13,14
X00
X00 X0X SECTIONS 20, 21,28,29,32
Xxxxxxx
Area, Xxxxxxx
XXXX Oil
and Gas Corp and Asperago Holding SA and Elestone SA hereby enter into this
Sales Agreement subject to the following terms and conditions:
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1.
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Definitions:
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|
a.
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“assets”
means the Vendor’s entire right, title estate and interest in and to the
lands, leases and lease substances as described in Schedule “A” attached
hereto together with all agreements including MSL’s and LOC’, xxxxx and
LLR deposits for said xxxxx, facilities, equipment and material related
thereto.
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b.
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“Vendor”
means Asperago Holdings SA and Elestone SA jointly held
interest on described Assets;
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c.
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“Purchaser”
means TAMM Oil and Gas Corp:
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d.
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“Effective
Time” means 0:600 May 21,
2009:
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e.
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“Closing
Date “ means no later than 60 days from effective date subject to due
diligence or such date as the parties hereto may otherwise
agree.
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2.
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The
Purchase offers to purchase the assets from the Vendor, for the
consideration of shares in the Purchaser, issued from treasury and
deposited with the Vendor for the purpose of the acquisition of the Assets
and a XXXX on future production:
|
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a.
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$
10.00 CAN.
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b.
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7,286,000
shares of TAMM Oil and Gas Corp issued to Asperago Holding SA from
treasury
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c.
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7,286,000
shares of TAMM Oil and Gas Corp issued to Elestone SA from
treasury
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d.
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2 %
XXXX royalty on these leases - subject to signing a standard XXXX
agreement to follow.
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3.
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Assets
are free and clear of any encumbrances other than those listed on the
attached Schedule “A”. In addition, Vendor warrants that the
lands are not subject to any Contracts except as specifically set out on
Schedule “A” attached hereto.
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Agreed to
and accepted this 21 day of May, 2009
Asperago
Holdings SA
Per
___________________
Witness:
_______________
Elestone
SA
Per
___________________
Witness:
_______________
TAMM Oil
and Gas Corp
Per:
___________________
Witness:
_______________
SCHEDULE
“A”
Attached
to and forming part of the Sales Agreement
Dated May
21, 2009.
Between
Asperago Holdings SA, Elestone SA and TAMM Oil and Gas Corp.
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LEASE/RIGHTS
|
COMPANY
INTEREST
|
ENCUMBRANCES
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Crown
PNG Lease No.
0508050464
(005)
Twp
91 Rge. 25 W5M
Sections:
1,11,12,13,14
PNG
– surface to base of the Banff
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100%
|
Crown
Royalty
|
|
Crown
PNG Lease No.
0508050465
(005)
Twp
91 Rge. 25 W5M
Sections
20, 21,28,29,32
PNG
– surface to the base of the Banff
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100%
|
Crown
Royalty
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Between
TAMM
OIL AND GAS CORP.
And
1164572
Alberta Ltd.
RE:
SALE AND TRANSFER XX XXX XXXXX XXXXXX
X00
X00 X0X, SECTIONS 35,36
Xxxxxxx
Area, Xxxxxxx
XXXX Oil
and Gas Corp and 1164572 Alberta Ltd. hereby enter into this Sales Agreement
subject to the following terms and conditions:
|
1.
|
Definitions:
|
|
a.
|
“assets”
means the Vendor’s entire right, title estate and interest in and to the
lands, leases and lease substances as described in Schedule “A” attached
hereto together with all agreements including MSL’s and LOC’, xxxxx and
LLR deposits for said xxxxx, facilities, equipment and material related
thereto.
|
|
b.
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“Vendor”
means 1164572 Alberta Ltd interest on described
Assets;
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c.
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“Purchaser”
means TAMM Oil and Gas Corp:
|
|
d.
|
“Closing
Date “ means no later than 60 days from effective date subject to due
diligence or such date as the parties hereto may otherwise
agree.
|
|
e.
|
“Effective
Time” means 0:600 May 21,
2009:
|
|
2.
|
“Closing
Date “means March 31, 2009 or such date as the parties hereto may
otherwise “Closing Date “ means no later than 60 days from effective date
subject to due diligence or such date as the parties hereto may
otherwise agree The Purchase offers to purchase the assets from the
Vendor, for the consideration of shares in the Purchaser, issued from
treasury and deposited with the Vendor for the purpose of the acquisition
of the Assets and a XXXX on future
production:
|
|
a.
|
$
10.00 CAN.
|
|
b.
|
2,428,000
shares of TAMM Oil and Gas Corp issued to 1154572 Alberta
Ltd.
|
|
c.
|
2%
XXXX royalty on these leases - subject to signing a
standard XXXX agreement to follow.
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|
3.
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Assets
are free and clear of any encumbrances other than those listed on the
attached Schedule “A”. In addition, Vendor warrants that the
lands are not subject to any Contracts except as specifically set out on
Schedule “A” attached hereto.
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Agreed to
and Accepted this 21 day of May, 2009
1164572
Alberta Ltd.
Per
___________________
Witness:
_______________
TAMM Oil
and Gas Corp
Per:
___________________
Witness:
_______________
SCHEDULE
“A”
Attached
to and forming part of the Sales Agreement
Dated
March 31, 2009.
Between
1164572 Alberta Ltd, and TAMM Oil and Gas Corp.
Lands:
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LEASE/RIGHTS
|
COMPANY
INTEREST
|
ENCUMBRANCES
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|
Crown
Oil Sands Lease No.
0000000000
(074)
Twp
89 Rge. 24 W5M
Sections:
35,36
Oils
sands rights below top of Peace River
To
base of the Pekisko
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100%
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Crown
Royalty
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