Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Torchlight Energy Resources, Inc. 10-K HTML 927K
2: EX-10.12 Agreement and Plan of Reorganization and Plan of HTML 167K
Merger With Line Drive Energy, LLC
3: EX-10.13 Purchase and Sale Agreement With Wolfbone HTML 65K Investments, LLC
4: EX-21.1 Subsidiaries List HTML 19K
5: EX-23.1 Consent of Briggs & Veselka Co. HTML 20K
6: EX-23.2 Consent of Calvetti Fergusson HTML 20K
7: EX-23.3 Consent of Petech Enterprises, Inc. HTML 22K
11: EX-99.1 Report of Petech Enterprises, Inc. HTML 28K
8: EX-31.1 Certification of Principal Executive Officer HTML 23K
Required by Rule 13A - 14(1) or Rule 15D - 14(A)
of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
9: EX-31.2 Certification of Principal Financial Officer HTML 23K
Required by Rule 13A - 14(1) or Rule 15D - 14(A)
of the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
10: EX-32.1 Certification of Principal Executive Officer and HTML 22K
Principal Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and Section
1350 of 18 U.S.C. 63.
18: R1 Document and Entity Information HTML 46K
19: R2 Consolidated Balance Sheets HTML 104K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
21: R4 Consolidated Statements of Operations HTML 66K
22: R5 Consolidated Statement of Stockholders' Equity HTML 95K
23: R6 Consolidated Statements of Cash Flow HTML 118K
24: R7 1. Nature of Business HTML 22K
25: R8 2. Going Concern HTML 22K
26: R9 3. Significant Accounting Policies HTML 48K
27: R10 4. Oil & Gas Properties HTML 28K
28: R11 5. Related Party Payables HTML 22K
29: R12 6. Commitments and Contingencies HTML 32K
30: R13 7. Stockholders' Equity HTML 104K
31: R14 8. Income Taxes HTML 38K
32: R15 9. Promissory Notes HTML 23K
33: R16 10. Asset Retirement Obligations HTML 26K
34: R17 11. Subsequent Events HTML 24K
35: R18 3. Significant Accounting Policies (Policies) HTML 95K
36: R19 4. Oil & Gas Properties (Tables) HTML 25K
37: R20 6. Commitments and Contingencies (Tables) HTML 23K
38: R21 7. Stockholders' Equity (Tables) HTML 91K
39: R22 8. Income Taxes (Tables) HTML 37K
40: R23 10. Asset Retirement Obligations (Tables) HTML 25K
41: R24 2. Going Concern (Details Narrative) HTML 24K
42: R25 3. Significant Accounting Policies (Details HTML 23K
Narrative)
43: R26 4. Oil & Gas Properties (Details) HTML 29K
44: R27 4. Oil & Gas Properties (Details Narrative) HTML 27K
45: R28 5. Related Party Payables (Details Narrative) HTML 21K
46: R29 6. Commitments and Contingencies (Details) HTML 28K
47: R30 6. Commitments and Contingencies (Details HTML 25K
Narrative)
48: R31 7. Stockholders' Equity (Details) HTML 73K
49: R32 7. Stockholders' Equity (Details 1) HTML 35K
50: R33 7. Stockholders' Equity (Details 2) HTML 33K
51: R34 7. Stockholders' Equity (Details Narrative) HTML 71K
52: R35 8. Income Taxes (Details) HTML 27K
53: R36 8. Income Taxes (Details 1) HTML 33K
54: R37 8. Income Taxes (Details Narrative) HTML 23K
55: R38 9. Promissory Notes (Details Narrative) HTML 26K
56: R39 10. Asset Retirement Obligations (Details) HTML 27K
58: XML IDEA XML File -- Filing Summary XML 90K
57: EXCEL IDEA Workbook of Financial Reports XLSX 47K
12: EX-101.INS XBRL Instance -- fil-20161231 XML 711K
14: EX-101.CAL XBRL Calculations -- fil-20161231_cal XML 128K
15: EX-101.DEF XBRL Definitions -- fil-20161231_def XML 162K
16: EX-101.LAB XBRL Labels -- fil-20161231_lab XML 725K
17: EX-101.PRE XBRL Presentations -- fil-20161231_pre XML 432K
13: EX-101.SCH XBRL Schema -- fil-20161231 XSD 148K
59: ZIP XBRL Zipped Folder -- 0001654954-17-002920-xbrl Zip 81K
‘EX-10.13’ — Purchase and Sale Agreement With Wolfbone Investments, LLC
This
PURCHASE AND SALE AGREEMENT (this “Agreement”), dated
effective January30, 2017, (the “Effective Date”), is
entered into by Wolfbone
Investments, LLC (“Seller”), and
Torchlight Energy, Inc., a
Nevada corporation, 5700 W. Plano Pkwy., Ste. 3600, Plano, Texas75093, (“Purchaser” or
“Buyer”). Seller and
Purchaser are sometimes collectively referred to as the
“Parties” and each is
referred to individually as a “Party.”
RECITALS
WHEREAS, Seller
owns an undivided 40.66% of 8/8ths working interest in an oil/gas
well, the Flying B Ranch #1 (API 451-32847) located in Tom Green
County, Texas, and the personal property associated with the well,
along with an undivided 40.66% of 8/8ths working interest in an oil
and gas leases covering forty acres around such well.
WHEREAS, Seller
desires to sell, and Purchaser desires to purchase, all of
Seller’s right, title and interest in the above referenced
well, oil and gas leases, and related assets, which constitute the
Assets, as more fully described and defined below, on the terms and
conditions set forth in this Agreement.
WHEREAS, Seller and
Buyer are bound by that certain Participation Agreement (the
“Participation Agreement”), dated effective May 1,2016, among McCabe Petroleum Corporation, Imperial Exploration,
LLC, and Torchlight Energy, Inc., and all amendments and
modifications thereto, which is applicable to the Assets;
and
WHEREAS, Seller and
Purchaser intend that the purchase price for the Assets shall be
based on fair market value under current prices for oil and
gas.
DEFINITIONS
“Assets”
means
(a)
All of
Seller’s working interest in the oil and gas leases,
described in the Assignment of Oil & Gas Interests
(“Assignment”) attached as Exhibit A
(the “Leases”) and the lands
covered by such Leases or otherwise pooled or unitized therewith
(the “Lands”).
(b)
The working
interests assigned in Exhibit A
include a proportionate undivided interest in the following (to the
extent that such exists or is accessible to Seller):
1.
The oil and gas
wells now located on the Lands or lands pooled or unitized
therewith, whether producing or non-producing (the
“Wells”), and all
Hydrocarbons that may be produced from the Wells after the
Closing.
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C:
2.
Subject to all
rights of offset or withholding under the Participation Agreement,
all Hydrocarbon sales, purchase, gathering, compression, treating,
transportation, storage and processing agreements and all other
contracts, operating agreements, balancing agreements, joint
venture agreements, partnership agreements, farmout agreements and
other contracts, agreements and instruments insofar and only
insofar as they cover or relate to the Leases and Lands, excluding
any insurance contracts.
3.
The geological and
geophysical data, studies, surveys, evaluations, maps, plats and
information of every form and nature and in every form and manner
record, stored or transmitted, pertaining to the Leases and
Lands.
4.
The permits,
licenses, approvals, servitudes, rights-of-way, easements, surface
use agreements, and other surface rights that are used or held
primarily for use in connection with the operation of the Leases
and Lands (or lands pooled, communitized or unitized therewith)
(collectively, the “Easements”).
5.
The personal
property, equipment, machinery, fixtures and improvements,
operational or nonoperational, known or unknown, located on the
Lands (or lands pooled, communitized or unitized therewith) or the
Easements, including pipelines, gathering systems, manifolds, well
equipment, casing, tubing, pumps, motors, compression equipment,
flow lines, processing and separation facilities, pads, and
structures that, as of the date of this Agreement, are located on
the Lands (or lands pooled, communitized or unitized therewith),
and to the degree such are used or held for use primarily in
connection with the operation of the Assigned Interest in the Wells
or Lands (or lands pooled, communitized or unitized therewith)
(collectively, the “Equipment”).
6.
The rights to any
fee surface property, and the surface leases used for Seller yards
for operation of the Leases and Lands.
7.
The pipes,
tubulars, fittings, and other materials used or specifically held
for use as operating inventory in connection with the operation of
the Leases and Lands in the Wells or the Equipment.
“Closing” means the
execution of all documents necessary to effectuate the sale and
transfers of the Assets contemplated under this Agreement, which
shall occur contemporaneously with the execution of this Agreement,
at Buyer’s offices.
“Hydrocarbons” means all
oil, gas, natural gas liquids and other hydrocarbons and products
produced in association therewith.
“Net Revenue Interest”
means the share of production after all burdens, royalties, and
overriding royalties, have been deducted from the working
interest.
In this
Agreement, unless expressly stated otherwise, the singular includes
the plural, and vice versa; likewise, the disjunctive includes the
conjunctive, and vice versa.
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AGREEMENT
For and
in consideration of the mutual promises contained herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as
follows:
A.
Sale and
Purchase. At the Closing, upon the terms and conditions
hereinafter set forth, Seller agrees to sell, assign and convey to
Purchaser all of its right, title and interest in the Assets,
respectively, effective as of the Effective Time, and Purchaser
agrees to buy and accept such right, title and interest in such
Assets from Seller at such Closing, effective as of the Effective
Time.
B.
Cancelation of Warrants. As part of the
transaction contemplated by this Agreement, Seller will cause the
following warrants to be canceled:
a.
a Purchase Warrant giving Green
Hill Minerals, LLC the right to purchase 100,000 Warrant Shares,
which has a warrant number of “SEPT-100-2015”, a date
of issuance of September 30, 2015 and an expiration date of
September 30, 2018 (the “100,000 Warrant”), and (ii) a
Purchase Warrant giving it the right to purchase 1,700,000 Warrant
Shares, which has a warrant number of “FEB-100-2016-A”,
a date of issuance of February 15, 2016 and an expiration date of
February 15, 2020. Such cancellation will be effected
through the Warrant Cancellation Agreement attached hereto as
Exhibit B-1, which
will be executed by Green Hill Minerals and Torchlight Energy
Resources, Inc. at Closing; and
b.
Seller shall
additionally cause McCabe Petroleum Corporation to deliver to
Purchaser for cancellation a total of 1,500,000 warrants to
purchase common stock of Torchlight Energy Resources, Inc., which
warrants are held in the name of McCabe Petroleum Corporation, a
warrant number of “APRIL-04-2016,” a date of issuance
of April 4, 2016 and an
expiration date of April 4,2021. Such cancellation will be effected through the Warrant
Cancellation Agreement attached hereto as Exhibit B-2, which will be
executed by McCabe Petroleum Corporation and Torchlight Energy
Resources, Inc. at Closing.
C.
Purchase Price for
Assets. Subject to the terms and conditions in this
Agreement:
1.
Purchaser will
purchase the Assets by a cash payment of FOUR HUNDRED FIFTEEN
THOUSAND AND 92/100THS US DOLLARS ($415,000.00) (the
“Purchase
Price”) at the Closing.
D.
Acquisition of Assets and Conditions of Closing.
As
conditions to the Closing:
1.
On or before the
Closing, Seller will deliver the Assets to Purchaser as is, where
is, with all faults.
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2.
The Parties will
execute and deliver the Assignment attached and incorporated herein
as Exhibit A to
effectuate transfer the Assets.
3.
Seller and
Purchaser shall execute and deliver all necessary letters in lieu
of transfer orders directing all purchasers of production to pay
operator the proceeds attributable to production, which will
distribute the net proceeds from production from the Assets from
and after the Effective Time to Purchaser.
4.
Torchlight Energy
Resources, Inc. shall have acquired all the right, title and
interest in all membership interest Line Drive Energy, LLC, as
outlined in the Purchase Agreement among Torchlight Energy
Resources, Inc., Greg McCabe, and Line Drive Energy, LLC, dated
effective November 1, 2016.
5.
Green Hill Minerals
and Torchlight Energy Resources, Inc. will execute and deliver the
Warrant Cancellation Agreement attached hereto as Exhibit B-1.
6.
McCabe Petroleum
Corporation and Torchlight Energy Resources, Inc. will execute and
deliver the Warrant Cancellation Agreement attached hereto as
Exhibit
B-2.
E.
Taxes.
Seller shall pay all taxes on the Assets that are accrued as of the
Effective Time.
F.
Responsibility for
Recordation. Purchaser’s counsel shall record the
Assignment Agreement in the appropriate real property records, and
provide copies of the file-stamped originals of those documents to
the Parties as soon as practicable after each Closing.
G.
Representations, Warranties and Covenants.
1.
Seller’s Representations,
Warranties and Covenants. Each of the Sellers hereby,
jointly and severally, make the following representations and
warranties to the Purchaser as of the date of the
Agreement:
(a)
Seller has all
requisite power and authority to carry on his business as presently
conducted, to enter into this Agreement and to perform his
obligations hereunder. The consummation of the transactions
contemplated by this Agreement will not violate or be in conflict
with any provision of any material agreement or instrument to which
Seller is a party or by which Seller is bound, or any judgment,
decree, order, statute, rule or regulation applicable to
Seller.
(b)
Seller warrants and
represents to Purchaser that Seller is authorized to enter into
this Agreement, all third-party consents required have been
obtained, and that the person executing this Agreement on its
behalf has the authority to do so.
(c)
This Agreement
constitutes, and all documents and instruments required hereunder
to be executed and delivered by Seller at each Closing will, when
duly executed and delivered for value constitute, valid, legal and
binding obligations of Seller, enforceable against Seller, in
accordance with their respective terms, subject to applicable
bankruptcy and other similar laws of general application with
respect to creditors as well as the general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
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(d)
Seller further
warrants and represents to Purchaser that it is the owner of all
the Assets covered by this Agreement, that there are no other
parties with an interest in the Assets.
(e)
Seller shall convey
title to the Assets to Purchaser with a special warranty of title,
by through and under Seller, but not otherwise.
(f)
Seller warrants and
represents to Purchaser that it has not transferred, sold, assigned
conveyed, encumbered, pledged or hypothecated any rights, title or
interest in or to the Assets, nor is such transfer, sale,
assignment, conveyance, encumbrance, pledging or hypothecation
pending.
2.
Purchaser’s Representations and Warranties.
(a)
Purchaser warrants
and represents to Seller that Purchaser is authorized to enter into
this Agreement, and that the person executing this Agreement on its
behalf has the authority to do so.
(b)
Purchaser has all
requisite company powers and authority to carry on its business as
presently conducted, to enter into this Agreement, to purchase the
Assets on the terms and conditions described in this Agreement, and
to perform its other obligations under this Agreement. The
consummation of the transactions contemplated by this Agreement
will not violate nor be in conflict with any provision of
Purchaser’s governing documents or any material agreement or
instrument to which Purchaser is a party or by which Purchaser is
bound, or any judgment, decree, order, statute, rule or regulation
applicable to Purchaser.
(c)
This Agreement and
all documents and instruments required or contemplated hereunder to
be executed and delivered by Purchaser on each Closing Date will,
when duly executed and delivered for value, constitute valid, legal
and binding obligations of Purchaser, enforceable against
Purchaser, in accordance with their respective terms, subject only
to applicable bankruptcy and other similar laws of general
application with respect to creditors.
(d)
Purchaser has had
sufficient time to examine the Seller’s records regarding the
Assets and believes that the Purchase Price is a fair price to pay
for the Assets.
H.
Assumption.
From and after a Closing, Purchaser shall be deemed to have assumed
and shall have proportionate responsibility and liability for the
following, but only insofar as attributable to the Assets acquired
under this Agreement, and prior to such Closing shall have assumed
none such responsibility or liability:
1.
Assumed Environmental
Liabilities. The normal and customary pro rata environmental
liabilities of a working interest owner. (“Assumed Environmental
Liabilities”).
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2.
General Assumption. Except to
the extent covered by Seller’s limited indemnification of
Purchaser, upon such Closing, Purchaser shall assume and pay all
normal and customary costs, expenses and liabilities assumed by a
working interest owner that arise after the Effective Date (the
“Assumed
Liabilities”).
I.
Non-Reliance.
The Parties hereby declare and represent that in making this
Agreement, they rely wholly upon their respective judgment, belief,
and knowledge of their respective liabilities, the subject Leases,
and that this Agreement is executed and made without any reliance
upon any statement or representation of any other party or of any
other party’s representative and Seller acknowledges that it
had access to all information and data it deems necessary to
evaluate this transaction, including the Purchase Price to be paid
by Purchaser and the other terms and conditions
herein.
J.
Notices.
All notices contemplated under this Agreement shall be made to the
following, unless modified by written notice via U.S. mail, fax, or
email to the other party(ies):
Relationship of
Parties. It
is not the purpose or intention of this Agreement to create any
joint venture, partnership, mining partnership, or association, and
neither this Agreement (including any exhibit attached to this
Agreement) nor the operations hereunder shall be construed or
considered as creating any such legal relationship. The liabilities
of the Parties shall be several and not joint or collective.
Furthermore, nothing in this Agreement shall be construed as
providing directly or indirectly for any joint or cooperative
refining or marketing or sale of any Party’s interest in oil
and gas or the products therefrom.
L.
Controlling
Law. The Parties agree that this Agreement shall be
governed, construed, and applied in accordance with the laws of the
State of Texas applicable to contracts between Texas residents that
are to be wholly performed in Texas, without regard to choice of
law or conflicts of law principles of Texas or any other
jurisdiction.
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M.
Forum Selection
Clause. The Parties agree that all disputes arising under
this Agreement shall be brought exclusively in the Judicial
District Courts of Collin County, Texas.
N.
Entire
Agreement. This Agreement constitutes the entire, final
agreement of the Parties on all matters that are the subject of
this Agreement, and this Agreement fully supersedes and replaces
any and all prior agreements or understandings, written or oral,
between the Parties relating to the Assets.
O.
Multiple
Counterparts. This Agreement may be
executed in counterparts by the undersigned and all such
counterparts so executed shall together be deemed to constitute one
final agreement, as if one document had been signed by all parties
hereto; and each such counterpart shall be deemed to be an
original, binding the party subscribed thereto, and multiple
signature pages (including faxes or other electronic delivery of
signature pages) affixed to a single copy of this Agreement shall
be deemed to be a fully executed original Agreement. It shall be
sufficient in making proof of this Agreement to produce or account
for a facsimile or pdf copy of an executed counterpart of this
Agreement.
P.
Fees &
Costs. Each Party will pay its own legal fees and costs
associated with this transaction.
Q.
Joint
Drafting. The Parties agree that this Agreement was drafted
jointly and that this Agreement shall not be construed against the
other because of their involvement in drafting this
Agreement.
R.
Non-Waiver.
No exercise or failure to exercise or delay by any Party in
exercising any right or remedy under this Agreement shall
constitute a waiver by such Party of such right or remedy in any
other instance or any other right or remedy.
S.
Amendment &
Modification. Any amendment or modification to this
Agreement must be in writing and executed by the
Parties.
T.
No
Assignments. No obligation or right arising under this
Agreement may be assigned or delegated by any Party without the
express written consent of the other Parties, which consent shall
not be unreasonably withheld. Any assignment made without prior
written consent is void ab
initio. Provided, however, that Purchaser may assign all of
its rights and obligations under this Agreement without the consent
of the other parties, as long as that assignment is made in
furtherance of the acquisition of the Assets.
U.
Future
Documents. The Parties shall perform any and all acts and
execute and deliver any and all documents that may be or become
necessary and proper to give effect to and carry out the terms
hereof.
V.
No Third-Party
Beneficiary. Any agreement to perform any obligations herein
contained, express or implied, shall be only for the benefit of the
Parties and their respective heirs, successors, assigns and legal
representatives, and such agreements and obligations shall not
inure to the benefit of any indebtedness or any other party,
whatsoever, it being the intention of the Parties that no one shall
be deemed to be a third-party beneficiary of this
Agreement.
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W.
Binding
Effect. The Parties may plead this Agreement as a full and
complete defense to, and may use this Agreement as the basis for,
an injunction against any action, suit or other proceeding which
may be instituted, prosecuted or attempted by the other Party, or
by the other Party’s respective representatives, agents,
executors, decedents, trustees, beneficiaries, successors, heirs,
attorneys and assigns, in contravention or breach of this
Agreement.
X.
Severability.
Each part of this Agreement is intended to be several. If any term,
covenant, condition or provision violates any applicable law or is
declared illegal, invalid or unenforceable, in whole or in part, by
a court of last resort, such provision shall be enforced to the
greatest extent permitted by law, and such a declaration shall not
affect the legality, validity or enforceability of the remaining
parts of this Agreement, all of which shall remain in full force
and effect.
Y.
Review by
Counsel. The Parties have had sufficient opportunity to read
this Agreement and to consult with legal counsel of their choosing
regarding the meaning and effect of this Agreement and its rights
and liabilities under it. Accordingly, each Party and signatory to
this Agreement has entered into it freely, voluntarily and without
duress.
Z.
Disclaimers.
THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO
BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS
SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES
OF ANY APPLICABLE LAW, RULE OR ORDER. THE EXPRESS REPRESENTATIONS
AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT, AND THE TITLE
WARRANTIES IN THE CONVEYANCES OF THE CONVEYED INTERESTS TO BE
DELIVERED AT EACH CLOSING, (COLLECTIVELY
“SELLER’S’ WARRANTIES”) ARE EXCLUSIVE AND
ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ANY AND
ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITATION
OF THE FOREGOING AND EXCEPT FOR SELLER’S WARRANTIES, THE
CONVEYED INTERESTS SHALL BE CONVEYED PURSUANT HERETO WITHOUT (A)
ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, RELATING TO (I) TITLE TO THE CONVEYED INTERESTS, THE
CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
CONFORMITY TO THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY
OF ANY EQUIPMENT OR ITS FITNESS FOR ANY PURPOSE, (II) THE ACCURACY
OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS,
INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR
MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENT,
(III) PRICING ASSUMPTIONS, OR QUALITY OR QUANTITY OF HYDROCARBON
RESERVES (IF ANY) ATTRIBUTABLE TO THE CONVEYED INTERESTS OR THE
ABILITY OR POTENTIAL OF THE CONVEYED INTERESTS TO PRODUCE
HYDROCARBONS, (IV) THE ENVIRONMENTAL CONDITION OF THE CONVEYED
INTERESTS, BOTH SURFACE AND SUBSURFACE, (V) ANY IMPLIED OR EXPRESS
WARRANTY OF NON-INFRINGEMENT, OR (VI) ANY OTHER MATTERS CONTAINED
IN ANY MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER BY SELLER
OR BY SELLER’S AGENTS OR REPRESENTATIVES, OR (B) ANY OTHER
EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION
WHATSOEVER. PURCHASER SHALL HAVE INSPECTED, OR WAIVED (AND UPON
EACH CLOSING SHALL BE DEEMED TO HAVE WAIVED) ITS RIGHT TO INSPECT,
THE CONVEYED INTERESTS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO
THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND
SUBSURFACE, INCLUDING BUT NOT LIMITED TO CONDITIONS SPECIFICALLY
RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS
SUBSTANCES, SOLID WASTES, ASBESTOS AND OTHER MAN MADE FIBERS.
PURCHASER IS RELYING SOLELY UPON THE TERMS OF THIS AGREEMENT AND
ITS OWN INSPECTION OF THE CONVEYED INTERESTS, AND PURCHASER SHALL
ACCEPT ALL OF THE SAME IN THEIR “AS IS, WHERE IS”
CONDITION.
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AA.
Subject to and Conflicting
Terms. This Agreement and the Assets assigned herein shall
be specifically subject to the Participation Agreement. In the case
of any conflict between this Agreement and the Purchase Agreement,
the Purchase Agreement shall control in all cases.
INTENTIONALLY
BLANK—SIGNATURE PAGES FOLLOW
9
AGREED
AND EXECUTED as of the Effective Date:
Torchlight Energy, Inc.
By:
/s/ John A.
Brda
John A.
Brda, CEO
AND:
Wolfbone Investments, LLC
By:
/s/ Greg
McCabe
Greg
McCabe, Managing Member
10
Dates Referenced Herein and Documents Incorporated by Reference
