Letter Agreement for Sale of 50% Working Interest in PEI Oil & Gas Permits between Shannon International Inc. and Maxim Resources Inc.

Summary

Shannon International Inc. agrees to sell a 50% working interest in certain Prince Edward Island oil and gas permits and related seismic data to Maxim Resources Inc. for a total of $320,000 CAD, with $270,000 already advanced and a $50,000 balance due at closing. Maxim assumes its share of future costs, including decommissioning and abandonment of the Seaview Well. The agreement is effective September 25, 2006, and is governed by Nova Scotia law. If the permits are sold, specific repayment terms to Maxim and other parties apply.

EX-10.22 2 shir_8k-ex1022.txt EXHIBIT 10.22 Exhibit 10.22 Shannon International, Inc. ------------------------------------------------------------- Suite 100 238A Brownlow Avenue Dartmouth Nova Scotia B3B 2B4 P. 902 ###-###-#### F. 902 ###-###-#### LETTER AGREEMENT September 22, 2006 888 - 888 Dunsmuir Street Vancouver, British Columbia V6C 3K4 Attention: Art Brown, CEO Dear Sirs: Re: Sale by Shannon International Inc. ("Shannon") of 50% working interest (the "Interest") in its rights, title and interest in Prince Edward 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 Shannon 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 Shannon et al Seaview No.1, which was drilled under the terms of the Joint Operating Agreement dated October 22, 2001 between Rally, Shannon et al. 2. Sale of Interest Subject to the terms and conditions of this Agreement and Schedule "A" attached hereto and incorporated herein, Shannon 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 Shannon the final $50,000 CDN in addition to the $270,000 that is owed to Maxim by Shannon 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 Shannon 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, SHANNON INTERNATIONAL INC. J. William Clements ------------------- President JWC/ AGREED AND ACCEPTED this 22nd day of September, 2006. MAXIM RESOURCES INC. BY: ART BROWN, PRESIDENT SCHEDULE "A" - TERMS Working interest: ----------------- o Working Interest (WI): Pay below to earn 50 %. o Maxim WI 50% = $ 320,000 o Less advance 270,000 --------- o Balance $ 50,000 of cash call ========= 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: ---------------- In the event of sale of permits by Shannon $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 Shannon from the gross.