Schedule A

(1)

AMERICAN MIDWEST OIL AND GAS CORP., a company incorporated under the laws of the State of Wyoming and having its principal office at  2812 1st Ave. N., Suite 424, Billings, Montana 59101-2312  (the “Company”); and

(2)

AXIOM OIL AND GAS CORP. a company incorporated under the laws of the State of Nevada and whose registered office is at 1846 E. Innovation Park Dr., Oro Valley, Arizona 85755 (the “Purchaser”).

 

WHEREAS:

(A)  

The Company is a private company incorporated under the laws of Wyoming, further particulars of which are set out in Schedule 1.

(B)  

Pursuant to Agreements made the 1st day of April 2014 between all of the shareholders of the Company (the “Shareholders”) and the Vendor whereby the Vendor will acquire all of the issued and outstanding shares of the Company for 7,400,000 shares of the Purchaser and payment of $150,000 for a licensing fee for the 3D seismic, to be paid from production and/or from funds received as defined in the authorization for expenditure for future drilling.

 

WHEREBY IT IS AGREED as follows:-

SALE AND PURCHASE

The Company will take all the steps necessary within its power to give effect to the Agreements between the Purchaser and the Shareholder

The Company confirms that each of the Shareholders owns the shares set out in the Agreements between the Shareholders and the Purchase.

2.1 

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Wyoming. The Company has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

2.2

The authorized capital stock of Company consists of 1,000 shares of Company Common Stock of which, as of April 1, 2014, no more than 1,000 shares were issued and outstanding. All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, non-assessable and free of pre-emptive rights, with no personal liability attaching to the ownership thereof.

3.1

Completion of the Agreements between the Shareholders and the Purchaser shall take place at the offices of the Company or at a mutually agreed upon venue on the 29th day of May, 2014.

No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall:

affect that right, power or remedy; or

operate as a waiver thereof.

NOTICES

A notice under this Agreement shall only be effective if it is in writing.

Notices under this Agreement shall be sent to a party at its address as set out in this Agreement provided further that a party may change its notice details on giving notice to the other parties of the change in accordance with this Clause.  That notice shall only be effective on the day falling five clear Business Days after the notification has been received or such later date as may be specified in the notice.

if delivered personally, on delivery;

if sent by first class post, two clear Business Days after the date of posting.

Any notice given under this Agreement outside the hours of 9.30 am to 5.30 pm on a working day in the place to which it is addressed shall be deemed not to have been given until 9.30am on the next working day in such place.

10.

GENERAL

Failure by any party to exercise or enforce any right conferred by this        Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right or of any other right on any other occasion.  A waiver of any default shall not constitute a waiver of any subsequent default.

This Agreement is personal to the Purchaser who may not assign, transfer, hold on trust, or otherwise deal with any of the property rights or obligations transferred to it, including the Sale Shares, without the prior written consent of each of the Vendors.

If any part, term or provision of this Agreement not being of a fundamental nature shall be held illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.

This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that none of the parties hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

     GOVERNING LAW AND JURISDICTION