Exhibit 10.8
Agreed terms document under the joint venture shareholders' agreement dated [ ]
October 2005 among Baltic Petroleum (E&P) Limited, Siberian Energy Group Inc.
and Zauralneftegaz Limited
DATED October 14 2005
SIBERIAN ENERGY GROUP INC.
and
ZAURALNEFTEGAZ LIMITED
SALE AND PURCHASE AGREEMENT
RELATING TO PARTICIPATORY INTERESTS IN
OOO ZAURALNEFTEGAZ
SALE AND PURCHASE AGREEMENT
relating to participatory interest in
OOO Zauralneftegaz
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
THIS AGREEMENT is dated the 14th day of October 2005
PARTIES:
(1) SIBERIAN ENERGY GROUP INC., a corporation incorporated under the laws
of the State of Nevada, United States and whose principal place of business
is at 275 Madison Avenue, 6th Floor, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
("SEG"); and
(2) ZAURALNEFTEGAZ LIMITED, a company registered in England under company
number 5525360 whose registered office is at c/o Gilchrist Solicitors, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("ZNG LTD").
INTRODUCTION:
(A) SEG is the owner of all of the participatory interests (the
"INTERESTS") in OOO Zauralneftegaz, a Russian limited liability company
("OOO ZNG").
(B) SEG has agreed to transfer the Interests to ZNG Ltd in consideration
for the allotment and issue to it of new ordinary shares in the capital of
ZNG Ltd pursuant to, and subject to the terms and conditions of, an
agreement entered into between Baltic Petroleum (E&P) Limited ("BP"), SEG
and ZNG Ltd on 14th October 2005 (the "JV AGREEMENT").
(C) SEG and ZNG Ltd have agreed to enter into this agreement (the
"AGREEMENT") for the purposes of agreeing the terms for the transfer by SEG
to ZNG Ltd of the Interests.
IT IS AGREED as follows:
1. SALE AND PURCHASE OF THE INTERESTS
1.1 SEG shall sell and ZNG Ltd shall purchase the Interests on the terms
of this Agreement.
1.2 SEG shall sell the Interests with full title guarantee and, other than
the Existing Security (as such term is defined in the JV Agreement), free
from any interest or equity of any person (including, without limitation,
any right to acquire, option, right of pre-emption or right of conversion)
or any mortgage, charge, pledge, lien, assignment, claims, prohibition or
any other encumbrance, priority or security interest or arrangement of
whatever nature over or in the Interests.
2. CONSIDERATION AND COMPLETION
2.1 The consideration for the sale of the Interests shall be the allotment
and issue to SEG of new ordinary shares in ZNG Ltd in accordance with the
terms of the JV Agreement.
2.2 Upon execution of this Agreement, SEG shall forthwith transfer to ZNG
Ltd the Interests, submit to OOO ZNG a written notification of such
transfer and amend the charter of OOO ZNG to reflect such transfer. SEG
shall, and shall procure that OOO ZNG and its general director shall,
immediately following such transfer (and in any event prior to 31st October
2005), effect all filings and registrations with the appropriate Russian
corporate authorities that may be required to give effect to, and required
in connection with, such transfer.
2.3 ZNG Ltd shall become the new sole participant of OOO ZNG upon filing
the written notification of the transfer of the Interests with OOO ZNG.
3. DECLARATION OF TRUST AND FURTHER ASSURANCES
3.1 SEG shall hold the Interests and all dividends or any other
distributions accrued or to accrue in respect of the Interests in trust as
nominee for ZNG Ltd until such time as ZNG Ltd becomes the owner of the
Interests in accordance with this Agreement. The perpetuity period
applicable to the trusts created by this deed is 80 years. Further, pending
completion of the transfer of the Interests, SEG undertakes not to
transfer, deal with or dispose of the Interests save as ZNG Ltd may from
time to time direct and to exercise its voting powers as holder of the
Interests in such manner and for such purposes as ZNG Ltd may from time to
time direct or determine.
3.2 SEG shall, and shall procure that OOO ZNG shall, execute such further
documents and perform and do such further acts and things following
completion of this Agreement as ZNG Ltd may request in writing in order to
carry the provisions of this Agreement into full effect.
4. FEES AND TAXES
SEG shall bear the cost of all registration and transfer taxes and
duties or their equivalents in all jurisdictions where such fees, taxes and
duties are payable as a result of the transactions contemplated by this
Agreement. SEG shall be responsible for arranging the payment of all fees,
taxes and duties, including fulfilling any administrative or reporting
obligation imposed by the jurisdiction in question in connection with the
payment of such taxes and duties. SEG shall indemnify ZNG Ltd or any other
member of ZNG Ltd's group against any losses suffered by ZNG Ltd or any
member of ZNG Ltd's group as a result of SEG failing to comply with its
obligations under this clause 4.
5. GENERAL
5.1 If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
that shall not affect or impair the legality, validity or enforceability in
that jurisdiction of any other provision of this Agreement or the legality,
validity or enforceability under the law of any other jurisdiction of that
or any other provision of this Agreement.
5.2 The provisions of clause 24 of the JV Agreement shall apply in
relation to any notices given under this Agreement.
5.3 This Agreement shall be governed by the laws of England and the
parties submit to the exclusive jurisdiction of the English Courts.
5.4 This Agreement may be executed in any number of counterparts and all
the counterparts when taken together will constitute one agreement. Each
party may enter into this Agreement by executing a counterpart.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as a
deed as of the date first above written.
EXECUTED as a DEED by SIBERIAN
ENERGY GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, Chairman and CEO
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acting by: (DULY AUTHORISED OFFICER FOR AND ON
BEHALF OF SIBERIAN ENERGY GROUP INC.)
EXECUTED as a DEED by SIBERIAN
ENERGY GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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acting by: (DIRECTOR)
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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(DIRECTOR/COMPANY SECRETARY)