Pledge of Collateral Agreement among Berwin Trading Limited, Profit Well Limited, Foothills Exploration, Inc., and Beijing Gas Blue Sky Holdings Limited
This agreement, dated January 18, 2020, is between Berwin Trading Limited, Profit Well Limited, Foothills Exploration, Inc., and Beijing Gas Blue Sky Holdings Limited. It secures a new promissory note of $5,476,505 owed by Foothills to BGBS by pledging Foothills’ Ute Tribal North properties as collateral. If Foothills fails to meet its obligations under the note, BGBS may claim the specified properties listed in the agreement. The agreement is formalized with signatures from all parties.
Exhibit 10.24
PLEDGE OF COLLATERAL
Reference is made to a certain Deed of Novation and Assignment dated January 18, 2020, by and between Berwin Trading Limited (“Berwin”), Profit Well Limited (“Profit Well”), Foothills Exploration, Inc. (“Foothills”) and Beijing Gas Blue Sky Holdings Limited (“BGBS”) (the “Novation”).
Pursuant to the Novation, a new promissory note between BGBS and Foothills for the combined amount of $5,476,505, shall be hereby secured and collateralized by Foothills’ Ute Tribal North properties, as described in the attached Exhibit A.
[Signature Pages Follow]
IN WITNESS WHEREOF this DEED has been executed and delivered as a DEED by the Parties on the date first above written.
| SEALED with the COMMON SEAL of | ) | |
| BERWIN TRADING LIMITED | ) | |
| and SIGNED by | ) | |
| ) | ||
| for and on its behalf | ) | |
| in the presence of: | ) |
| SEALED with the COMMON SEAL of | ) | |
| PROFIT WELL LIMITED | ) | |
| and SIGNED by | ) | |
| ) | ||
| for and on its behalf | ) | |
| in the presence of: | ) |
| SEALED with the COMMON SEAL of | ) | |
| FOOTHILLS EXPLORATION, INC. | ) | |
| and SIGNED by B.P. Allaire, CEO | ) | |
| for and on its behalf | ) | |
| in the presence of: | ) |
| SEALED with the COMMON SEAL of | ) | |
| BEIJING GAS BLUE SKY HOLDINGS | ) | |
| LIMITED | ) | |
| and SIGNED by | ) | |
| ) | ||
| for and on its behalf | ) | |
| in the presence of: | ) |
EXHIBIT A
SPECIFIED LANDS
Township 1 North, Range 1 West, USB&M
| Ute Tribal 1-32 Z1 4301330324 | |
| Sec. 32 | Tribal Lease: 14-20-H62-1934 (40.00 acres) |
| NW/4NW/4 Duchesne County, Utah | |
| Sec. 32 | Tribal Lease: 14-20-H62-2457 (10.00 acres) |
| NE/4NE/4SW/4 | |
| Duchesne County, Utah |
Township 1 North, Range 2 West, USB&M
| Ute Tribal 1-26B 4301330168 | |
| Sec. 26 | Tribal Lease: 14-20-H62-4952 (640.00 acres) |
| All | |
| Duchesne County, Utah |
| L.E. Font 3-27 ###-###-#### | |
| Sec. 27 | Tribal Lease: 14-20-H62-4733 (640.00 acres) |
| All | |
| Duchesne County, Utah |
| Badger Ute H.E. Mann 2-28Z2 ###-###-#### | |
| Sec. 28 | Tribal BIA Lease: 14-20-H62-1709 (640.00 acres) |
| All | |
| Duchesne County, Utah |
Township 1 South, Range 4 West, USB&M
| A Rust 2 4301330290, Rust 3-22A4 4301331266 | |
| Sec. 22 | Tribal Lease: 14-20-H62-1764 (40.00 acres) |
| NW/4NE/4 | |
| Duchesne County, Utah |
Township 5 South, Range 4 West, USB&M
| Ute Tribe 1-13 4301320075, Ute Tribe 13-15X 4301330844 | |
| Sec. 13 | Tribal Lease: 14-20-H62-4894 (480.00 acres) |
| NE/4,SE/4,E/2NW,W/2SW/4 | |
| Duchesne County, Utah |
| Ute Tribal 24-12 4301330830 | |
| Sec. 24 | Tribal Lease: 14-20-H62-4716 (160.00 acres) |
| NW/4 | |
| Duchesne County, Utah |
Township 2 South, Range 6 West, USB&M
| Ute 1-12B6 4301330268 | |
| Sec. 12 | Tribal Lease: 14-20-H62-4951 (320.00 acres) |
| E/2 | |
| Duchesne County, Utah |
Township 4 South, Range 6 West, USB&M
| Ute Tribal 1-14D-6 4301330480 | |
| Sec. 14 | Tribal Lease: 14-20-H62-4893 (588.52 acres) |
| Lot 1 (30.45 acres), Lot 4 (26.15 acres), | |
| Lot 5 (39.00 acres), Lot 6 (37.90 acres), | |
| Lot 7 (32.19 acres), Lot 8 (22.83 acres) | |
| NE/4, S/2SW/4, SE/4 | |
| Duchesne County, Utah |
Township 1 South, Range 1 East, USB&M
| Ute Tribal 1-16A1E ###-###-#### | |
| Sec. 16 | Tribal Lease: 14-20-H62-4888 (480.00 acres) |
| E/2, E/2W/2 | |
| Uintah County, Utah |
| Sec. 21 | Tribal Lease: 14-20-H62-4888 (120.00 acres) |
| N/2NE/4, NE/4NW/4 | |
| Uintah County, Utah |
| CJ Hackford 1 ###-###-#### | |
| Sec. 23 | Tribal Lease: 14-20-H62-2718 (480.00 acres) |
| E/2NE/4, E/2W/2NE/4, | |
| SW/4NW/4, S/2 | |
| Uintah County, Utah |
| Fausett 1-26A1E ###-###-#### | |
| Sec. 26 | Tribal Lease: 14-20-H62-4889 (160.00 acres) |
| W/2W/2 | |
| Uintah County, Utah |
Township 2 South, Range 1 East, USB&M
| Ute Tribal 1-2B1E ###-###-#### | |
| Sec. 2 | Tribal Lease: 14-20-H62-4710 (20.00 acres) |
| SW/4SE/4NW/4, W/2NE/4SE/4NW/4, | |
| W/2NW/4NE/4SW/4 | |
| Uintah County, Utah |
| Sec. 2 | Tribal Lease: 14-20-H62-4711 (405.30 acres) |
| Lots 2, 5, 9, 10, SE/4SW/4NW/4, | |
| W/2SW/NW/4, E/2NE/4SE/4NW/4, | |
| SE/4SE/4NW/4, W/2SE/4, W/2SW/4, | |
| SE/4SW/4, S/2NE/4SW/4, NE/4NE/4SW/4, | |
| S/2NW/4NE/4SW/4 | |
| Uintah County, Utah |
| Ute Tribal 1-14B1E ###-###-#### | |
| Sec. 14 | Tribal Lease: 14-20-H62-5022 (270.00 acres) |
| NENE, E/2NWNE, E/2W/2NWNE, W/2NENENW, W/2NENW, | |
| N/2N/2NWNW, SWSWNW, W/2SENW, W/2SESENW, NENESW, | |
| E/2W/2NESW, SENWSW, W/2NWSW, SW/4SW/4, E/2W/2SESW | |
| W/2W/2/E/2SESW, N/2N/2SENESW, W/2W/2E/2SW, W/2E/2W/2E/2SESW | |
| Uintah County, Utah |
ADDITIONAL LANDS
Township 1 North, Range 2 West, USB&M
| Ute Tribal 1-34B 4301310494 | |
| Sec. 34 | Tribal Lease: 14-20-H62-1704 (40.00 acres) |
| Wellbore Only | |
| Duchesne County, Utah |
| Ute Tribal 2-35B 4301330106 | |
| Sec. 35 | Tribal Lease: 14-20-H62-1614 (640.00 acres) |
| All | |
| Duchesne County, Utah |
Township 4 South, Range 4 West, USB&M
| Coyote Ute Tribal 10-9 4301330861 | |
| Sec. 9 | Tribal Lease: I109-IND-5351 (320.00 acres) |
| S/2 | |
| Duchesne County, Utah |
Township 5 South, Range 4 West, USB&M
| Ute Tribal 16-2 4301330756 | |
| Sec. 2 | Tribal Lease: 14-20-H62-3404 (560.00 acres) |
| NW,NE,SW,E/2SE | |
| Duchesne County, Utah |
| Ute Tribal 25-2, 25-5, 25-6 | |
| Sec. 25 | Tribal Lease: 14-20-H62-3440 (320.00 acres) |
| NW/4,W/2NE/4,W2SE/4 | |
| Duchesne County, Utah |
