Exhibit 10.22
▇▇▇▇▇▇▇ International, Inc.
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▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
P. 902.481.7225 F. 902.581.7224
LETTER AGREEMENT
September 22, 2006
888 - ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇, CEO
Dear Sirs:
Re: Sale by ▇▇▇▇▇▇▇ International Inc. ("▇▇▇▇▇▇▇") of 50% working interest
(the "Interest") in its rights, title and interest in ▇▇▇▇▇▇ ▇▇▇▇▇▇
Island Oil & Gas Permits Numbered 02-01, 04-01 and 04-04 (collectively
the "Permits") and certain seismic data to
Further to our discussions, this letter sets forth our understanding of the
terms and conditions under which ▇▇▇▇▇▇▇ shall sell and transfer to Maxim a
working interest represented by the Interest in the above described Permits and
seismic data described herein.
1. Definitions
In this letter (this "Agreement"):
a) "Closing" means the date hereof;
b) "Effective Date" means September 25, 2006; and
c) "Seaview Well" means the well known in PEI as ▇▇▇▇▇▇▇ et al Seaview
No.1, which was drilled under the terms of the Joint Operating
Agreement dated October 22, 2001 between Rally, ▇▇▇▇▇▇▇ et al.
2. Sale of Interest
Subject to the terms and conditions of this Agreement and Schedule "A"
attached hereto and incorporated herein, ▇▇▇▇▇▇▇ hereby agrees to sell,
assign, transfer and convey to Maxim as of the Effective Date, the
Interest.
3. Purchase Price
At or prior to the Closing Time, Maxim shall have delivered to ▇▇▇▇▇▇▇ the
final $50,000 CDN in addition to the $270,000 that is owed to Maxim by
▇▇▇▇▇▇▇ which amount is herein to be acknowledged as finalized and settled.
4. Closing
Closing shall take place by the execution of this Agreement and return to
the offices of ▇▇▇▇▇▇▇ by telecopy at ▇▇▇-▇▇▇-▇▇▇▇ which fax shall be
binding. Each party hereto shall bear its own costs in connection with this
Agreement and the matters contemplated herein and neither party hereto
shall have any liability to the other under this Agreement.
5. Abandonment Liability
Maxim assumes and acknowledges its share of the costs including any
decommissioning and abandonment costs incurred in any respect to the
Seaview Well from the Effective Date forward.
6. Other Provisions
a) This Agreement shall be governed by, construed, interpreted and
enforced in accordance with the laws of Nova Scotia, Canada to the
exclusion of any conflicts of law rules which would refer the matter
to the laws of another jurisdiction. The parties attorn thereto.
b) Time shall in all respects be of the essence hereof.
c) This Agreement is not transferable.
d) This Agreement may be executed in any number of counterparts,
including those delivered by facsimile, and all such counterparts when
taken together shall constitute one and the same agreement. A party
hereto delivering an executed counterpart by facsimile shall deliver
the original thereof to the other party hereof by overnight courier.
Please confirm your agreement to the terms hereof by signing in the space
provided below and faxing it back to us.
Yours truly,
▇▇▇▇▇▇▇ INTERNATIONAL INC.
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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President
JWC/
AGREED AND ACCEPTED this 22nd day of September, 2006.
MAXIM RESOURCES INC.
BY: ▇▇▇ ▇▇▇▇▇, PRESIDENT
SCHEDULE "A" - TERMS
Working interest:
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o Working Interest (WI): Pay below to earn 50 %.
o Maxim WI 50% = $ 320,000
o Less advance 270,000
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o Balance $ 50,000 of cash call
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o Payout: 50% of net cash flow
o Maxim cash call: 50% hereafter or dilution of interest pro rata
o Working Interest earned: 50%
Sale of Permits:
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In the event of sale of permits by ▇▇▇▇▇▇▇ $50,000 is paid back first postponed
by Shear Wind and Quadrangle to the deadline as extended resulting that if
property sold:
o First $50,000 to Maxim (or by guarantee of Quadrangle in lieu of postponement
that in the event of a sale which is deficient i.e. not enough to payout
obligations of Shear Wind plus $50,000 - Quadrangle shall be obligated to
Maxim).
o Pay out Shear Wind of $250,000 and any commission per standstill
agreement.
o Balance to pay out Maxim $270,000 in cash & equivalent secured by
shares in purchaser or otherwise.
Finders fees may be payable by ▇▇▇▇▇▇▇ from the gross.