Acquisition Agreement Between the Company and American Heritage Investment Capital, L.P. (AHIC)

Contract Categories: Business Finance - Investment Agreements
EX-2.01A 2 silverton_ex201a.htm AHIC ASSETS

Exhibit 2.01A

 

A C Q UIS ITIO N AGRE EMENT BETW EEN : S IL VE RTO N ENE RGY In c, a N e v ad a C orpor a ti o n a 101 E Park Blvd Ste 600, Plano , TX 75074 (" SL TN " r eferred to as " Buy e r ".) AND: AME RIC AN HERITAG E IN V E ST MEN T CAPI T AL , LP a T e x as Co rporation 1001 Texas Ave #14 00 , Houston , T X 77 002 (referred to as " AHI C " the "Se ll er ".) and: ( Bu ye r a nd Seller incl u ding their below defined representatives are con secutiv el y referred as t h e " Parti es" ) Attachm e n t s: App e ndix " A1" : Definitions and Interpreta t ion s Append ix " A2 " : List of A s sets Appendix "A3" : Li s t and particul ars of Overridin g Royalti es Appendix "A3" : Selle rs Statements Page l of 14

 
 

Page 2 of 14 WHEREAS: A. (a) Buyer is a public company, reporting to a fully regulated sto ck exchange in the OTCMARKETS, INC USA, with more than three hundred shareholders. The company has its common s har es li ste d on the OTC Markets , Inc (the "SLTN") under the symbol SLTN. Bu yer is in good standing with all Regulatory Authorities as well as current with all its corporate filings and has i ts registered offices. Buyer 's objectives are to be focused on investments and E& P within the Oil & Gas i ndu stry and, SLTN i s desirous to acquire certain percentages of the NRI of se l ected assets of NET in stages including o pera ting experience to expand its management team withi n that industry sector. (b) Seller is represented by its General Partners , Mr . Jeffrey Fannmg ("JF"}, and Mr . Rafael Pinedo ("RP"), whereby JF a nd RP will also be th e agen ts for Buyer to nego t iat i ons to facilitate the execution of the proposed transaction with Seller ; and (c) Buyer d esi r es to acquire all the working interest and overriding royalty interests in the listed Assets of the Leasehold (Appendix " A") . B. (a) Se ller owns and operates an oil a nd gas Leasehold described in Append i x " A I", which are all l ocated in Oklahoma and Arkansas (hereinafter the " Assets ") covering we lls and leases located in Beaver , Creek, C ana dian, Garvin , Garfie ld , Harper, Kingfisher, Major , Okmul gee, Muskogee (C ul to n , Milligan , fuller, an d Woodward Co u nties, including its in Oklahoma located Assets listed in Appendix "A 1 ". C. Seller believes the curren t value of these assets is E i ghty - one Million dollars ($81,000,00 0 ), based upon the Resou r ce Evaluat i on Report prepared according to National Instrum e nt 51 - 101 by MKM ENGINEERING (QP), In dependent Qualified Reserves Evaluator License F - 009377 , dated April 2 9 , 2022. This report reflected a Net P resent Value of Future Net Reve n ues (10% di scount rate) of $52,500,000 at the time of the report. Based upon the increase in the market value of the underlying pr ice of a barre l of oil and billion cubic feet of gas s in ce t hi s report , Se ll er believes that the value of the asset s has increased to $81, 00 0,000. However, Seller can offe r no assurances as to the increase in the value of the assets; Seller has agreed hereb y to se ll , assign , and convey to the Company and the Company has agreed hereby to purchase and accept the Subject Interest in the L eases subject to the terms and conditions of this Agreement a n d all it s working and overriding royalty interests i n the Assets listed in Appen di x "A2". D. The Parties have reached a consent as to the terms and conditions of the purchase and sale and wish to articulate this agreement. NOW THEREFORE t he Parti es agree that, to proceed effectively, the terms and conditions set forth within thi s agreement including its Appendices will be the basic terms and therefore the Parties agree to the following : 1. Definitions and Interpretation 2. (a) For the purposes of this Agreement and the convenience to the r eader hereof , the Definitions and Interpretations are attached as Appendix " Al . 0 " to this Agreemen t whereby all capitalized word and short for ms within this Agreement are referred to as defined herein ; (b) th i s Agreement may include additional defin ed tem 1 s set forth within "ex clama tio n marks " ; (c) unless the context otherw ise clearly indicates , words u se d in the sing ular include the plural , the word "Person" includ es natural and artificial persons as define in Appendix " A " 1 . 0 ", t h e plural includes the singular, and any gender includes the masculine, feminine, and n euter . 1. Basic Structure the Acquisition of Seller's Assets and Int e gration of Operating Entity 2. The Parties agree to use their best commercial efforts to formulate a payment structure for the acqu isiti on of Assets including the integration of operating entity including an operating team into Bu yer 's organization: (a) the Partie s will minimize or eliminate any adverse approval tax conse quence s and be as cost effect i ve , but also to provide the possibility of a cost - efficient unwinding of the Transaction for the

 
 

Page 3 of 14 Parties in case the desired funding or any other of the agreed upon conditions cannot be accomplished; and (b) the Transa ction becomes effective subsequent to the approval of the company including the approval of the Board of Directors ("BoD ") and the completio n of a NI 51 - 101 Repo rt performed by a Qua l ified Person ("QP"), wh i c h is compliant w ith the ''Nl 51 - 10 I "Stan dards of Disclosure for Oil and Gas Activities " under the SEC rules. 2. Th e Parties r ecog nize and confirm further tha t: (a) Buyer will continue its due diligence and will have examined the title and cond i tions of all equipment which Seller will sell , assign, and deliver t o Buyer all of Seller's right, title, and interest, in the working interests in the listed Assets i s going to be executed; but (b) the acquisition and assignme nt of leases shall be those listed in Appendix " Al ", The Parties agree that Seller will assign all its right , title, and interest of every kind in the Leasehold regardless of whether it i s covered by the leas es described in said assignmen t ; but ( ii) (i) the said assignment shall stay in the control of t h e Seller's Escrow Agent , as i n demnified within Appendix "A1 ") and shall only be recorded one day after the receipt of the full purchase price and No recordation provision will survive this agreement, the Acquisition include that Seller will assign and deliver, and Buye r will acquire all the working and overriding royalty interest of all Assets owned by Selle r ; whereby (i) Seller shall not merge the Overriding Royalty Interests into the working interest until purchase price h as been paid in full; and Parties agree that the overriding royalty interest in the Silver Red Fork Sand unit i s amounts to three hundred thousand US dollars (US$300,000) as w ill be confirmed by QP; (c) unless disclosed the Assets to be acquired by Buyer, will be free from any outstanding l iens, charges, claims or Encumbrances and the Partie s wi ll execute all documents as the Parties, or their solicitors may require in order to effect Transaction under this Agreement. The Parties also confirm that they have no further engagements and liabilities outs tand ing othe r than those that have been di sclose d herewith o r within their attached financial statements. 1. A gr eed ba sic Te rms for the Transaction 2. Buyer desires to acquire the Assets of Seller's Leasehold for the Acqui sition - P rice referred to the va l ue of the Leasehold must be confirmed by an ''NI 51 - 10I Report' ' or verified by a PQ as referred to in this Agreement as basis for the accounting validation by Bu yers's auditors. 3. The execution of the agreement will contai n the custom ar y representations, warranties and covenants given by the Parties which wil1 also include in more detail the initial operating objectives 4. upon the execution of this agreement , with the consent of the board of directors. 5. The term "Leasehold" as used he rein, shall mean: • all oil, gas, and mineral lea ses, any unitization orders, all forced poolin g orders and all othe r licen ses, permits and orders which cover , authorize or relate to the exploration for and production of oil, gas, and other minerals from the lands described above . all wells located on the above described lands, personal prope1ty , fixture s, compressors, gatheri n g systems, pipelines, inventory located thereon , equipment, a n d improvements located on the Leases or the Land, or u s ed or obtained in connection with the ownership, exploration, dev e l opme nt , or operation of the leases

 
 

Page 4 of 14 • on the Land, or th e production, sa le , processing, treating, stor i ng, gathering, transportat i on or disposal of h ydrocarbons, water or any other s ub stances p r oduced th erefrom or attributable thereto; • all contracts, agreements, l eases, lic enses, easements, right s - of - way, ri gh t s under o rd e r s of re gulatory authorities ha ving jurisdiction w i th re spect to, a n d other properties and rights of every nature whatso ever in or incident to the owners hip, exploration, development , u se or occupancy of t he Leases or the Land or any interest t her e in , or th e pro d uc ti on, sa le, proce ss in g, treatin g, sto rin g, gathe rin g, tran s portation or d i sposa l of h y drocarbons , wate r or any othe r substance prod u ced therefrom or attributable thereto ; and all other right s a nd intere sts of every nature whatsoever owned by Sell e r r el ating to the Leases o r the listed Assets, Land or the ownership or operation t h ereof, including, but not limited t o, s urface l eases and und e veloped l ease hold l oca t e d within the Listed Assets, prov ided , however, that there i s excepted speci fically from the t erm Leas eh old: • • surface ownership of the real pro p erty cove r ed by the Assets , all mineral int erests and ro ya lty inter est, overriding royalty interest owned b y third patties, and ot h er similat · rights and in tere sts in and under the Leasehold and t he Land, and all hydrocarbon pr od uction fro m or attributable to the Leasehold or the Lan d with resp ect to all p er i ods prior to the Effe ct ive Time of this agreement. 1. Acquisition or Purchase Price and Payment Terms for Acquisition 2. Buyer agrees to pay for a ll of Seller' s in terest in th e Leas e h o ld includin g Royaltie s and ov er riding Royalties, the principal s um of eighty - one million US Dollars , (US$81,0 0 0,000.00), which s hall be paid as follows: WHER EAS, t he Company and Purchaser are executing a nd deliverin g this Agreement in reliance upon the exemptio n from secu r ities regi stration afforded by the rules and r egulat ion s promulgated by the U nited States Secu ri ties an d Exchange Commission (The "SE C ") under the Sec uritie s Act of 1933 , and amended (the '' 1 933 Act ") ; WHEREAS, t be Purchase Price for th e Purchased Assets s h all be paid b y the Company t o t he sell e r : 1. the iss uance of a Co nvertibl e Promissory Note payable to (AHIC) in the principal amount of E ighty - one million d olla r s ($81 ,00 0 , 000) in the form of Exhi bit B , attac hed hereto and incorporated herein. The note is convertible into shares of the Company's co mm on stock. Notes maturing within (twe n ty years) 20 years of the acquisition , upon execution of this Agreement. (c) Un til full pay ment h as been re ceive d by Seller : (i) B uyer shall not encumbe r the leases , wells equ ipment and th e U nit Pr oduc t ion, with mortgages, liens , saJe contracts, dr illing co ntract s, UCC - l liens (see Appendix "Al"), Operator's Lien, Un it Op e rator 's lien s, production payment s ; (ii) Bu yer sha ll at all times maintain th e p r operty su bj ect to its contracted free and clear to be handed over to the Seller in the present o r better condition as received on date of this contr act until fu ll pa yment has been received. (d) Once Buy e r is in charge of the operation, Buyer - S eller shall operate the wells and the l eases ; and (e) This contract shall be treated as a Promissor y Note and Mortgage upon the Leasehold with right to sell and rep oss es s without a judicial s al e which shall be updated and reduced t o the remaining

 
 

Page 5 of 14 balance after each payment to the p r incipal s u m of the Acquisit i on - Price. (f) Selle r shall still be deemed to be tbe owner of the leases and the production of the Leasehold until payment has been received i n full by the Buyer. Seller may enter the premises at mutuall y agreed times, but will take back contro l of premises , wells, equipme n t, product ion and exclude the Buyer from the premises only, if an uncured default is es t ablished. 5. The Effective Date of the Ac quisition . The Parties agree that the Effe ctive Date of the Acquisit i on w ill b e the April 4, 2024. 6. No Warrantv of Equ ipm ent or Amount of Production. Buyer acknowledges that the e q ui p ment located o n or in the we ll s located on th e Listed Asset s and an y equipment used for the production of the Assets, wells, are being tr ansferred "as is" and "where is" without warranty of merchantability or condition and that Bu yer has satisfied itself regarding the condition of the equipment and the wells ability to produce a specified amount of oi l or othe r products therefrom and no warranty or repr ese n tatio n regarding the amoun t of production that will be availa ble from operating the wells is being made by Seller. 7. Representations and Warranties of Se ller. 1. As a mate ri a l i nduce m ent to Buyer enter ing int o and perfor ming it s obligations under t hi s Agree ment , Seller h ereby represents and warrants to Buyer as of the date hereof, and by proceeding with theClosing will be deemed to represent and warrant to Bu yer as of the C l osing - Date , t h e following: (a) B in ding Effect . That the u nd ers i gned has duly executed and delivered this AGR EE MENT as Seller and he is author i zed to execute it on behalf of all parties named ab ove as Seller, and a ll in str ument s required h ereu nder to be executed and delivered by Seller . (b) Status of Properties: No Liens . Since the acquisition by Seller of the Leasehold, Seller ha s not made any assignment, conveyance , or other dispo sitio n of any suc h prop ert ie s or any intere st therei n . Seller's interests i n the Leasehold are not subject to or b u rdened by a mortgage , security inte r est or other lien cre ated or arising by , thr ough o r under Seller. Any benefits accrued to Seller by any instrument file d , are to be conveyed to Buyer. No l abor or material liens may be filed against the pro perty or the intere st of S ell er for services provided within the l ast 1 80 day s has not been paid for by Seller, or Seller sha ll beobligated to pay all costs i ncurred by it to develo p and mainta i n the Leasehold oil and gas production. (c) Status of Leas eh old : All leases are in full force and effect (an d before the end of February 2022). Seller wou l d have made shut in royalty payments or are being held by production from the lis t ed Assets. All royalty and Overriding R oyalty Interest payments have been made current through Oil Purchasers via l ast purchase of o i l in January 2022 . Th ere are no lawsuits or disputes filed i11 any Distr ic t Court of La w w ith min era l owners ove r the validity of the o il and gas le ases . T h e ac re age under non - operated wells are for Buyer to propose n ew dri ll ing s ite s. All expenses to suc h non operated wells have not been paid and Bu yer is under n o obligation to purchase them without reducing the purchasing price. Seller will give notice to Operators of non - operating we ll s to shut dow n the ope r at i ons to not in cur add i tiona l lia bilit ies. Selle r h as ce11a in o bl i gations to Ok l ahoma Corporation Commission. 1. Broker and Other Fees. Seller has in cu1Ted no li ab ility, contingent or otherw ise, for broker or si milar fees in respect of t hi s tra n sac tion for which B uyer s hall have any r esponsibil i ty whatsoever. 2. Compliance with Agreements and Laws. To Seller ' s knowledge, no default exists under any of the tenns and provisi on , express or implied , of the Leases or of any material agreement , contract or co mm itment to which Se ller i s a party or to which any of the Le asehol d i s subject, and Se ll er has not received any notice of any claim of s uch default from mineral owners. Seller is unaware if any wells included in the Lea seho ld have been drilled , completed , and operated in substantial compliance with all applicable rules and regulations of the Oklahoma Corporation Commi ssio n . T h ere are no unabated environmental vio l ations.

 
 

Page 6 of 14 4. Contracts Relating to the Interes t s . Seller has n ot entered on any contracts affecting Seller's interest in the Lease h old for which B uyer will have any responsib i lity or liability after the Closing except as set forth in Appendix ''B" attached hereto. 5. Clai m s o r Lit i gat i on . There is n o suit, act i o n o r other procee d i n g pe n d i ng agai n st Se ll er before any court or govemmentaJ agency relati n g to the Lease h old , nor to the knowledge of the Seller. If there will be any claim, d i spute , suit, action, or other proceedi n g threatened again s t Seller or pend i ng or threatened against any of the Leasehold which might result in the impairment or loss of Seller's title to the same or the va lu e thereof, t hen such lease h o l d shall b e excluded from this sale. 8 . 0 R e pre s entation s and Warranties of Bu ye r . As a material inducement to Seller entering into and performing its obligations under the terms of this agreement . Buyer hereby represents and warrants to Seller as of the date hereof , and by proceeding wi t h t h e Clos i ng will be dee m ed to r epresent a n d warra n t to Seller as of t h e C l osing - D at e . (a) The authorized capital stock of the Compan y consists of " Unlimited " shares of common stock, par value $ . 001 per share (the "Company Common Stock") , of which 94 , 600 , 000 shares are issued and outsta n ding as of thedate of this Agreement, 1 s h are of Se r ies A P r eferre d S t ock, 1 , 0 0 0 , 00 0 shares of Ser i es B P r e ferred Stock and approx i mate l y 825 , 000 shares of S e ries C Preferred Stock at par va l ue $ . 00 per share are a l so issued and outstanding , as oft b e date of this Agreement . (b) All of the issued and outstanding shares of Company Common Stock have been duly authorized and validly i ssued and are fu ll y p a id , nonassessa b le an d free of p reempt i ve r i g h ts . The Company Com m on Stoc k to be i ssue d to the Seller pui - suant to t his Agreement will , w h en issued as specified herein, be validly i ssue d and outstandi n g , fully paid and non - assessable , and not issued in violat i o n of t he p r eem p tive rights of any other person . ( c) To the Company's knowledge, there are no voting trusts, stockholder agreements or other voting arrangements that hav e b een ente r ed in t o among t he s t ockholders o f the Co m pa n y, or charges, lie n s or enc u mbrances on i ssu ed shares of th e Company Common Sto c k . 1. Financial Statements. As a company whose common stock trades on the Over - T he - Counter Bu ll etin Board, the Company is required to file certa i n financial reports with the Securities and Exchange Commission (the "SEC"). The Se ll er a nd its directors have had a c ha n c e to review said reports as they are pu blic d ocuments (said p u bli c l y ava i lable r eports and schedules thereto are referred to herei n as the "Compa n y F inancial Statements"). Except as otherwise set forth in Section 2.4 of the D isclosure Schedule , each of the Company Financial Stateme n ts filed since D ecembe r 31 , 2021 is complete and correct in all material respects , has been prepared in accordance with GAAP consistently applied throughout the periods presented, and p r esents fairly the fi n a n cial posit i o n , re sults of ope ra tions , cash :flo ws and stock h olde r s ' equity of t h e Co mp any as at the dates and for the perio d s indicated (su b ject , in the case of unaudited statements, to n ormal , recurring aud i t adjustments which will n o t be mater i al i n amount or significance) and does not include or omit to state any fact which renders the Company Financial Statements misleading. There has been no change in Company accounting policies since March 16, 2022, except as described i n the notes to the Company F i nancia l Stateme n ts. 2. Absence of Certain Changes. Excep t as otherwise set forth in Section of the Disclosure Schedule or in its periodic r eports fi l ed w i th the SEC pursuant to the Securities Exchange Act of 1934 , since Marc h I6 , 2022 , the Company has not: (a ) suffered any mater i al a d ve r se change i n its bus i ness, o p erations, assets, or fi n a n cia l cond i tio n , except as reflected on the Company Financial Statements;

 
 

Page 7 of 14 (b) suffered any material damage or destruction to or loss of the as se ts of the Company, whether or not cov e red by insurance, which property or assets are matedal to the operations or business of the Company taken as a whole ; (c) se ttled, forg iven , compromised , cance l ed, rele ase d, waived or pennitted to lap se any material ri gh ts or clai m s oth er than in th e o rdina ry course of bu siness; (d) entered into or terminated any material agreement, commitment o r tran saction, or agreed to or made any changes in mat e rial leases or agr eeme nt s, ot h er than ren ewals or exte nsi o ns th ereof and leases, agre eme nts, transactions and commitment s ente r ed into or terminated in the o rdi nary course of bu si ness ; (e) w ritten up , written down o r written off the book valu e of a n y material am o unt of ass ets , othe r than in the o rdinary co urse of busine ss ; or declared , paid or s et aside for payment any dividend o r distribution with respec t to the capital s tock of the Company . 9. Th e future Board of Directors As required , the company will need to nominate two direct ors with spe ific knowledge in th e Oil & Gas indu stry to its board. The present boar d members, officers a nd the new board members will provide full di sc l osure and cooperate in every aspect with the affairs of Buyer and Seller , to facilitate an efficie n t team cooperation. 10. Closing Closing Place and T i me . The agreement can be exe cu ted in multipl e l ocation and su bmitt ed via ele c troni c mail or facsimile but the closing shall take place within one (1) Bu s iness Da ys after the confinned ex ecution by both parties. C l osing s hall take place at the offices of Seller, at 4 I33 N. Linc oln Blvd . , Oklahoma City, OK 73105, o r s uch earlie r date or time and place as may be agreed to by Parties. 1. At the Clo si ng : (a) Seller s hall d elive r executed Assignment, Conveyance and B ill of Sale cov ering the Leaseho ld to Buyer to be placed with Seller as defined in Appendix " Al "; (b) Seller sha ll deliver all files, da ta, and r eco rd s pertain i ng t o the Leasehold to be return ed upon demand to Seller in case o f a default by Buyer until said default is cured. (c) Seller s hall d e liver a pr ope rl y exe cut ed Form - 1073 (see Appendix "A I ") for t h e transfer of o perati o n s to Bu yer. 11.0 l 1.1 Preliminary Acts and Conveya nc es . Pri or to effecting the sale and purchase the Buyer has satisfied him se l f on title to the Leasehold and the parties agree to work togeth e r diligentl y and in good faith to acco mpli sh a s ex pediti ously as reasonabl y pra ct icable any qu es ti o ns that ma y arise regarding title to the Leasehold pr operty or theoperations . 2. F o r this agree men t, the purchase price includes 90 % of mineral leasehold and 10 % e quipm e ntlea seho ld du e to depr ec iation . 3. However , n o equipment shall be removed , hypothecated, and sold : (a) by Seller pri o r to transfe r of ope rati o n s to Bu yer ; and (b) by Buyer until full pur c hase price of Leaseho l d has be e n paid ,

 
 

Page 8 of 14 (c) any reduction and alienation in equipment or Lease h old value under 11.2, (a) and (b) shall be considered as a criminal felony. 1. Po st - C losing Matters. 2. (a) Sa le s Taxes. lt is under stoo d that sales taxes, if any - ma y be imp osed on account of the transact io n contemplated hereby. Selle r will be respon s ible for a ll s uch taxes , will remit same to the proper governmental authorities within the time allowed for by law for payment t hereof and will h o ld B uyer harm les s with respect thereto, including any penal tie s or i n tere st assessed for l ate payment. (b) Receipts and Disbursements . If, after the Closing, Bu yer r eceives any funds relating t o operatio ns on o r pro ducti on from the Leasehold prior to the Effective Time, or Seller receives any fu nd s re latin g to operations o n or production fr om the L easeho ld after the Effective T i me , thenthe party receiving such funds shall account the r efor and pa y the same to the other party promptl y after re ce ipt th e re of. Oil produced and in the tanks prior to closi ng shall b e mea sured by both part i es prior to closing and if Selle r wishes it pick ed - u p b y purchaser shall cause it to be done prior to clos in g. Otherwise, Buye r will pay the n et amount to Se ller when paymen t t herefo re i s received b y Buyer following closing. 1. Allocation of Liability . (a) Se ller sha ll remain liable and r esponsib le for a ll cost s and expen ses attributable to th e owners hip or operation of the Leasehold in c luding all environmen t a l vio lation s w h ic h occur prior t o the transfer of operat i ons to Buyer ; and (b) Buyer shall be liabl e a nd responsible for all costs and ex penses attributable to the ownership or ope rati on of the Lea se hold including all environmenta l violations which occu r , during the time the transfe r of opera tion s t o Bu yer has been executed by Seller. 2. Access to Information, Co nfidentiality and Disclosure . 3. The Parties agree that , immediately u pon the execution of this agreement: (a) Buye r and its respective or autho r ized advisors will have fu ll acc ess during n onnal business hours to review, or Seller will deliv er to Buyer, copie s ofall documen ts pertaining to the operations of Seller ; (b) Seller and it s r espective adv i sors will have fuH access dur ing normal b usiness hours to r eview, or Buyer will de l iver to Seller, copies of all documents pertaini n g to the operations t o t h e buye r which are reque sted by Seller r equired by the Regulatory Authorities. 4. Confidentiality . (a) Each party shall without limi t in time, keep and procure to be kept secre t and co nfidential all Confident ia l lnfo1mat i on belonging to the other party disclosed or obtained as a re sult of the d i s cussi ons and negotiatio n s leading to the execu ti on of, or t h e performance of this agreement and s hall n eit h er u se n o r disc l ose any s uch Confidential Information except for t h e purposes of the proper performance of this agreement or with th e prior written cons ent of the othe r party. Where disclosure is made to any employee , consultant, adviser , or ag e n t, i t sh all be made subject to obligations eq uivalen t to thos e se t out in th i s agreement; and (b) Each par ty sha ll use i ts b est endeavors to procure that any s uch employee, consultant, adviser, or agent complies with each of those obligations. Each party shall be respo n sib l e to the other party in respe c t of a n y disclo s ur e or us e of a ny of the o ther party's Confidential Information b y a person to w h o m disclosure is made. (c) Buyer shall not contact the mineral owne r s o r Se ll e r shall not contact the Regulatory auth or ities or buyers 's s hareholder s u nless i t is required as part of their due dili ge nce and without the i n te nt to cause any haim to the ot her party.

 
 

Page 9 of 14 3. Disclosure. (a) Except as and to the extent required by law or policies of any Governmental Authorities , withoutthe prior written consent of the other party, neither Seller nor Buyer w i ll, and each will direct its representatives not to make, directly or indirectly , any public comment, statement, or remarks with respect to the transaction, o r otherwise d i sclose or to pennit the disclos u re of the existence of d iscussio n s r egard i ng a possible Acquisitio n between the Parties or any of the terms. (b) if a party is required by law to make any such disclosure, it must first provide to the other Parties the content of the proposed d i sclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made. 1. Termin a tion . It is understood and agreed that this AGREEME T may be te1minated by either Party if: (a) the Parties cannot meet the agreed upon obligatio n s of the Acquisition; and (b) t h e Parties agree to promptly return all doc u mentations, upon req u est, w hi ch have be en delive r e d t o each other as part of the anticipated Acquisition. (c) Buyer s hall reserve the right to terminate this agreement, in all parts, in the event the completed R esource Eva l uation Report does not reflect , at minimum, the value of the cont r acted purchase p ri ce. (d) Buyer shall reserve the right to tenninate th i s agreement, in all parts, in the event Buyer should identify a discrepancy in the chain of titlefor sufficient delivery of the asse t s to the Buyer. (e) Buyer shall reserve the right to terminate this agreement in the event i n st i t u tiona l s p onsors are unw ill ing to ap propriately c a p i talize the company wi t h at minimum , 10% of the R esource Eva l uation Repott Value . 1. Misc e ll a n eo u s . 2. Notices. All comm u nications r eq uired or permitted to be g i ve n u nder th i s A greement s h a ll be in wr i ting and delivered, ma i led , or transmitted by e - mail to the Parties at the addresses set out below. Not i ces shall be deemed given when received except t hose notices given by e - mail transmi ssion on weekends, holiday s or after 5:00 p.m. Ce n tral Time, shall be deemed received on the next bus i ness day. If delive r ed by commercial delivery service or mailed by registered or certified mail, th e delivery receipt shall be evidence of the date of recei p t. Either party m ay , by w r itten notice so deli v ered to t h e other, cha n ge the address to which del iv ery shall thereafter b e made. Venue of this agreement shall be in Ok l ahoma County. (a) Not i ces to Seller : AME RIC AN HE RI TAGE INVE S TMENT C APIT AL, L P a Te x a s C orpor a ti o n at 4133 N. Lincoln Blvd , Oklahoma City, OK 73105. Notices to Buy e r : S ILVERTON ENE RG Y In c, a N e v ada C orporation at 101 E P ark Blvd Ste 600 , Plano, TX 7507. 2. Binding Ef f e ct and Co un te rparts. This Agreement shall be binding upon and shall inureto the benefit of the parties h e r eto and their respective successors and assigns and may be executed in any nu m ber of counte rp arts wh i c h take n together s h a ll constitute o ne and the same instrument and each of which shall be cons i dered an original for all purposes. 3. E xp e n ses . Each party hereto will bear and pay its own expenses of negotiating and consummatingthe transactions contemplated hereby. 4. S uper se ding E ffect and S urvival . This Ag r eement supersedes any prior agreement or understanding between the parties with respect to the subject matter hereof a n d the representations, warranties and covenants of the parties set out he r ein shall s urvive the Closing. 5. Waiver . The rights and remedies of the Parties to the Agreement are cumulative and not alternative.

 
 

Page 10 of 14 Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to herein will operate as a waiver of s uch right, power or privilege, and no si ngle or partia l exercise of any such right, power o r privilege will preclude any othe r or further exerc i se of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent pennitted by applicable law; (a) no waiver of any claim or right under this Agreement will be valid unless evidenced by a writing signed by the waiving party; (b) no waiver given by a party will be app l icab l e excep t in the specific instance for which it is given; and (c) no notice to or demand on a party will be deemed to be a waiver of any obligation of such party or of the right of the pa 1 ty giving such notice or demand to take fu 1 ther action without notice or demand as provided in this Agreement or the documents r eferred to herein . 6. Liti g ation. In the event it is necessary to file suit or hire an attorney to enforce the provisions oft his agreement each party shall incur its own costs of litigation. 7. Offe r to E mp loy . Bu yer sha ll not hire Se ller 's employees and vice versa, prior to the transfer of operations from Seller to Bu yer unless it is mutually agreed upon. It is understood that irreparable harm cou ld occur to the Parties and the Parties shal l be entitled to immediate injunction against each other without posting a bond for violation, se lling , encumbering the equipment, lease s, wells, production, and the Leasehold. 8. T i me l y Rova l tv pa y m ents . The patty in c harge of th e o peration shall always assure that all R oy alties are paid and kept current. 9. C urren cy. All references to "US $" in this agreement shall refer to currency of USA . 10. Severa bili ty . Jf one or more of the provisions in this AGREEME T are deemed void by law, then the remaining provisions will con tinue in full force and effect. 11. Successors and Ass i g n s. This AGRE EMEN T will be binding upon, executors, administrators and other legal representatives and its assigns. 12. Fo rbe ara n ce Not a Waiver . Extension of the time for or modification of perfonnance shall not operate to release the liability of Parties. A party shall not be required to comme nce proceedings against any default party. Any forbearance in exercising any right or remedy including, without limitati o n, sha ll not be a waiver of or preclude the exercise of any right or remedy.

 
 

IN WITNESS WHEREOF, the Parties hereto have agreed to accept the reference date as the execution date of this Agreement. For Buyer: SILVERTON ENERGY Inc For Seller ; AMERICAN HERITAGE INVESTMENT CAPITAL, LP ACKNOWLEDGE ME TS STATE OF \ Ot..OtS ) )SS COUNTY OF 't> \ \ Q.S. ) 'S4 c 1 .. . . - . , .. - , .. C - , . \ The foregoing instrument was acknowledged before me this _ \ _ day of VY' \ o...d , 2024, by s .t - ' - " \ . Manager and Authorized Repr esentative of Silverton Energy, Inc ., on behalfoft he Silverton Energy I nc . IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year first above written . Page 11 of 14 ( SE A L _ ) - -- -- - - - -- Notary Public My Commission Expires 2 \ \ \ i . Commission No. \ 5' - \ '1.0 \ L YOANY SERV I N Notary ID #134203912 My Commission Expires February 15, 202 7 STATE OF Texas ) )SS COUNTY OF Tarrant ) The foregoing instrument was acknowledged before me this day of May 2024, by Rafael Pinedo Manager and Authorized Representative of AMERICAN HERITAGE INVESTMENT CAPITAL, LP of the company . IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year first above written. (SEAL) -- - ..!l :S:: =11 • = Notary Public, State of Texas otary Public Shannon Johnson Shannon Johnson ID NUMBER ###-###-#### COM M I SSION E X P I RE S Jan u ary 24 , 2 028 My Commission Expires 0112412028 . Commission o . 13 ###-###-#### . Electronically signed and notar i zed online using the Proof platform.

 
 

Page 12 of 14 PROMISSORY N OT E B o rrower : S ILVER T O N E N ER GY, IN C . ( th e " Borro we r ") a Nev ada C orp orat ion L e nd er/H old e r: AME RI CAN HERI T AG E INVESTMENT C APIT AL, LP . ( th e "L end e r ") a Te xas Co rporation MA TURITY D ATE: Ma y 1 , 2044 REG IS TERE D O WNE R : AME RI CAN HE RI TA G E INVE ST MEN T CAPIT AL , LP PRIN C IPAL AMO UN T : E I GH T Y - ONE MIL L I ON AND NO/ 100 DOLLARS ($81 ,000 , 000 . 00 ) Section 1. Loan Amount. FOR VA L UE RECEIVED , the Bo r rower promises to pay to the Lender at such address as listed above, or such other address as may be provided in writing to the Borrower, the principal s um of Eighty - on Million and no /1 00 dollars ($81,000,000.00), without interest. Section 2. Loan Payme n t. This Note w il l be repaid in in a single , lump - sum payment on May 1 , 2044 . At any time, the Borrower may pay the outstanding balan ce owing under this ote to the Lender without further bon u s or prepayment penalty. Section 3. Default; Late P ayment and Right to Cure. Notwithsta n ding anything to the contrary in this Note , i f the Borrower defaults in the perfonnance of any obligation u n der this Note, the Borrower shall have thirty (90) days to cure t h e default. Section 4. Costs and Remedies . All costs , expenses and expenditures including , and without limitation, the complete legal costs incurred by the Lender in enforcing this Note as a result of any defau l t by the B o rrower, will be added to the pr i nc i pa l then outstandi n g and s h all be imme d iately paid by the Bo rr ower . I n t h e case of the Borrowe r 's d efault an d the acceleration of the amount due by the Lende r , all amounts outstanding under this Note will bear interest at the rate often (5 %) pe r cent per an n um from the date of demand unti l paid. Section 5. Collat e r a l (Modifi e d) This No t e is giv e n to secur e t he paym e nt of the purchase pric e of certain as s et s . S hould the Borr owe r default in pa y m e nt as r e qui r ed und e r t his N ot e, o r aft e r d e mand for p ay m e nt ba s b ee n give n p ur s u a n t t o Se ction 3 abo ve , the Le nd e r shall h ave the op ti on to : (a) For ea ch $15 , 000 , 000 int r oduced to t h e comp a n y throu g h instituti on al inve s t ors, a p ay m e n t of $ 3 , 000 , 000 s h a ll be imm e diat e l y d e liver e d t o se ller and c redi te d a ga in s t t hi s no te. (b) F o r e clos e on th e collat e r a l as de sc ribed in thi s Section S ; or (c) Co nv e rt th e co llat e ral to p re f er r e d s tock: In th e eve n t o f a d e fault that i s n o t c ured w i t hin th e c ur e p er i o d s pecifi e d in Se c tion 3, all or a p o rti o n o f th e colla te r a l , at th e L end e r 's s ol e di s cr e tion, s hall a utomati ca lly con ve rt into s har e s of pr e ferred s toc k of t h e Borrower c ompany. T h e con ve r s ion ratio ( i .e ., the numb e r of s h a res of pref e rred st oc k i ss u e d for e a ch unit of c o llateral ) s h a ll be d e t e rmined b as ed on a f air mark et valuation condu c t e d b y a mutu a ll y ag r ee d - upon independ e nt app raise r . Th e co n ve rted p refe rr e d stoc k s hall h ave t he foll o wing cha r a cte ristics: Vo tin g Ri g ht s : T h e preferr e d s tock s hall ha v e o n e - vote fo r on e - shar e. C on ve r s ion: A ft e r a peri o d o f fi ve ( 5) y ears from t he date o f con v er s i o n , the pr e f e rred s to c k s hall automatic a ll y con ve rt into sh a r e s of c ommon s tock of the Borrower comp a ny on a o n e - for - on e b as is. The Lender shall be entitled to all rights and privileges associated with the ownership of the preferred stock, including the right to r ece i ve dividends if declared by the Board of D i rectors . Th is Note is given to secure the p ay m e n t of t h e purchase price of ce,tain a ssets. Should the b orrower default in payment as required u nder this Note, o r after de m and for payment h as been given pursuant to Section 3 above , the collateral shal l be immediate l y provided t o the Lender and the Lender s hall be immediately granted all rights of possession as the owner, subject to the limitations as identified in Section 3 above .

 
 

Page 13 o f 14 Section 6. Severability. If any term, covenant, condition or provi sio n of this Note is h el d by a court of competent jurisdiction t o be i n valid, voi d or unenforceable , it i s the parties' intent tha t suc h provi s i o n be reduced in scope by the court only to the exte nt deemed necessary by that court to render the provi s ion reasonable and enforcea bl e and the remaind e r of the provisions of this Note will in no way be affected, im p aired or in validate d as a r es ult. Secti on 7. Applicable L aw; Venue. The tenns of this Not e shaU be governed exclusiv e l y and construed in accordance with the laws of the State of Nevada, or any state that has jurisdiction over the bu yers co mpan y . Section 8. Binding ; Waiver of Certa in Not i ce. This Note w i ll enu r e to t he benefit of and be b inding upon th e hei rs , executor, administrators, successor and assigns of the Borrow e r and Lender. The Borr ow er h ereby waives demand, pre sentmen t, notice of dishono r , protest, notice of protest, and diligence in co llectin g this not e an d diligen ce i n bringing and prosecuting su i t against any pa rty bound hereb y; and agr ee t hat no extensio n , r enewa l , or partial payment , or release or substitution of col lateral before o r after maturity with or without notice , s hall relea se o r d ischarge the obligation of any such pa rty . Section 9. Section Headings Not Controlling. Th e Headings of the several Sec tion s of this Note have been p r ep ared for convenience of re f erence only and shall not contro l , affect the meaning of , or be taken as an interpre t at i on of any provi sion of this No te Indenture. Secti on I 0. Counterparts. This Note may be executed i n several counterparts, each of which sha JI be an origina l and a ll of which shall constitute b u t one and the same instrument. Section 11. Sa l e of Note (Modified)Th e Lender s hall have the right to sell, assign , or transfer this Note , in whole or in part , to a third party (including, but not limited to, banks or inve st m ent funds) at any time a fter twenty - four (24) months from the date of this Note's execution b y the Borrower. The Borrower acknow l edges and agrees to b e bound by the terms of this Note by any subsequent holder . [Remainder of Page Left Blank In t entionally]

 
 

arties have du ly affixed their signatures as of this 1 st day of May 2024 . ...) <...) C . th Printed rune for AMERICAN HERITAGE INVESTMENT CAPITAL, LP ACKNOWLEDG EME NTS STATE OF \ Cl:) C - . C \ 5 . ) )SS COUNTY OF \ )a.). \ _a.S ) '$01"""U. C.o..,, - ' The foregoing instrument was acknowledged before me this_ \ _ day of '(Y \ o_ . 2024, by s , Representative of Silverton E nergy , Inc . , on behalf of the Silverton E nergy, Inc . Manager and Authorized IN WITNESS WHEREOF , I have hereunto set my hand and affixed my notarial seal the day and year first above written. (S EAL) , _ otary Public My Commission Expires - Z \ tsl . Commission o . \ 3 \ . \ W39 , - i - YOANY SERV IN Notary ID #134203912 My Commission Expires February 15, 2027 STATEOF Texas )SS COUNTY OF Tarrant T he foregoing instrument was acknowledged before me this Jg day of May 2024, by Rafael Pinedo Manager and Authorized Representative of AMERICA HERITAGE lNVESTME T CAPITAL, LP of the company . IN WITNESS WHEREOF , I have hereunto set my hand and affixed my notarial seal the day and year first above written. (SEAL) S• Notary Public, State of I exas otary Public Shannon Johnson M y Comm1 . ss1 . 0n E xpt . res _ 01/24/2020 . Page 14 o f 14 Shannon Johnson ID NUMBER ###-###-#### COMMISS I ON EX PIRE S January 24 , 2028 Commission o . 134729043 . Electronically signed and notarized online using the Proof platform .

 
 

APPENDIX A - 2 – List of Assets SE C STAT US Well Type Well Name operat or county API No. Sr.N o. 4 SI OIL JERRY NO 2 24595 BEAVER 350072407 7 1 4 ON GAS PLETTE 1 - 4 24595 BEAVER 350072224 3 2 19 SI GAS DICKEY 24595 BEAVER 350072144 0 3 26 SI GAS OLAMSTEAD 24595 BEAVER 350072158 1 4 16 ON GAS SMYRES 24595 BEAVER 350072168 6 5 34 SI OIL MAHANAY 24595 BEAVER 350072211 9 6 4 SI GAS EVANS B 24595 BEAVER 350073623 6 6 4 SI GAS MILES E 24595 BEAVER 350073625 7 7 21 SI OIL GODFREY 24595 BEAVER 350132004 0 8 19 ON GAS KIMBLE 24595 caddo 350152206 3 9 30 SI GAS SCHOOLFIEL D 24595 350252092 1 10 8 SI OIL GORE 24595 DEWEY 350432241 5 11 8 SI GAS THOMSEN 24595 DEWEY 350432243 3 12 23 SI GAS ZOLA FAYE 24595 ELLLIS 350452154 9 13 10 SI GAS BARRETT 24595 ELLIS 350452163 7 14 8 ON GAS KNOWLES 24595 ELLIS 350452187 2 15 35 SI GAS WEINKAUF 24595 BEAVER 350472405 2 16 22 SI GAS STATE 24595 BEAVER 350592004 0 17 11 SI GAS MILES 24595 BEAVER 350592035 8 18 15 SI GAS GEOFREY BARRETT (ADDITN 1 - 15) 24595 HASKELL 350612048 8 19 34 SI GAS ARNY CORPS OF ENGNRS 24595 HASKELL 350612052 1 20

 1 

 

APPENDIX A - 2 – List of Assets 15 SI GAS RUTHIE LEE (HOLLIS # 1) 24595 HASKELL 350612056 4 21 10 SI GAS LEE MARY 24595 HASKELL 350612062 2 22 10 SI GAS SCOTT PATRICK 24595 HASKELL 350612068 6 23 10 SI GAS PATRICK STEPHEN 24595 HASKELL 350612078 4 24 15 SI GAS ARTHUR SHERMAN 24595 HASKELL 350612082 3 25 28 SI GAS JESS BRYCE 24595 HASKELL 350612153 4 26 34 SI GAS HARJO 24595 HASKELL 351072200 9 27 12 SI OIL SKI 24595 HASKELL 351072236 7 28 27 SI GAS GOLDIE CROWELL 24595 HASKELL 351110744 3 29 27 SI GAS GLODIE 24595 HASKELL 351112184 1 30 27 SI GAS JAMES CROMWELL 24595 HASKELL 351112389 5 31 27 SI GAS CROWELL 24595 HASKELL 351112419 3 32 27 SI GAS CROWELL JAMES 24595 HASKELL 351112419 4 33 27 SI OIL CROWELL LINDA - JEAN 24595 HASKELL 351112573 3 34 13 SI GAS WEST PAUL 24595 HASKELL 351112621 4 35 23 SI GAS WEST 24595 HASKELL 351112699 5 36 35 SI GAS MARY VIRGINIA (KREBS - WELCH) 24595 HASKELL 351210006 5 37 1 SI GAS 1ST OKLA RESOURCES 24595 HASKELL 351212092 9 38 1 SI GAS J C HOUCK 24595 HASKELL 351212100 2 39 19 SI GAS HULIN 24595 HASKELL 351212116 1 40 33 SI OIL HARRISON 24595 TEXAS 351392211 4 41 32 SI inj HARRISON 24595 TEXAS 351392216 5 42 21 SI GAS ANGLETON 24595 BEAVER 350072139 6 43

 2 

 

APPENDIX A - 2 – List of Assets 36 SI OIL JEFFRIES 24595 350932210 8 44 14 ON GAS REEVES 24595 BEAVER 350072277 7 45 35 ON GAS PEARSON UNIT - B 24595 HARPER 350593529 0 46 26 SI OIL LOYD MCNABB 24595 HARPER 350933006 4 47 26 SI GAS BLACKBURN 24595 350632160 8 48 25 SI GAS CHAPMAN ESTATE (YEAGER) 24595 350632168 2 49 36 SI GAS ROTT 24595 350912168 9 50 32 SI DRY SMITH 24595 350912128 7 51 11 SI GAS BERTIE JONES 24595 351072060 8 52 33 SI GAS ROSE 24595 350912077 7 53 33 SI GAS ROSE 24595 350912077 8 54 33 SI GAS ROSE 24595 350912077 9 55 32 SI GAS J.J. SMITH 24595 350912081 8 56 32 SI DRY SMITH 24595 350912135 9 57 6 SI GAS PRICE 24595 350630156 7 58 6 SI GAS WESLEY 24595 350630156 4 59 30 SI GAS CASSIE 24595 351012287 3 60 1 SI DRY THOMAS "E" 24595 350792030 3 61 17 SI GAS SHELL HEIRS 24595 351072323 8 62 18 SI GAS SHELL HEIRS 24595 351072323 9 63 17 SI GAS TOMAHAWK SHELL - HEIRS 24595 351072324 6 64 SI SI OIL Ammons 1 24595 OKMULG EE 351124898 65 SI OIL ammons 2 24595 OKMULG EE 66

 3 

 

APPENDIX A - 2 – List of Assets SI OIL ammons 3 24595 OKMULG EE 67 SI OIL Ammons 4 24595 OKMULG EE 68 SI OIL JacobS 2 24595 OKMULG EE 69 SI OIL DeArmon 1 24595 OKMULG EE 70 SI OIL DeArmon 2 24595 OKMULG EE 71 SI OIL DeArmon 3 24595 OKMULG EE 72 SI OIL DeArmon 4 24595 OKMULG EE 73 SI OIL DeArmon 5 24595 OKMULG EE 351112552 1 74 SI OIL DeArmon 6 24595 OKMULG EE 75 SI OIL DeArmon 7 24595 OKMULG EE 76 SI OIL DeArmon 8 24595 OKMULG EE 77 SI OIL DeArmon 9 24595 OKMULG EE 78 SI OIL DeArmon 10 24595 OKMULG EE 79 SI OIL DeArmon 11 24595 OKMULG EE 80 SI OIL DeArmon 12 24595 OKMULG EE 81 SI OIL DeArmon 13 24595 OKMULG EE 82 SI OIL DeArmon 14 24595 OKMULG EE 83 SI OIL DeArmon 15 24595 OKMULG EE 84 SI OIL DeArmon 16 24595 OKMULG EE 85 SI OIL DeArmon 17 24595 OKMULG EE 86 SI OIL Robinson1A 24595 OKMULG EE 87 SI OIL C O Burke - 1 24595 PONTOTO C 88 SI OIL Hickman 1 24595 PONTOTO C 89 SI OIL Hickman 1A 24595 PONTOTO C 90 SI OIL Burke 1 24595 PONTOTO C 91 SI OIL Burke 2 24595 PONTOTO C 92

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APPENDIX A - 2 – List of Assets SI OIL Silver Red Fork SU 1 24595 CREEK 350370016 5 93 SI OIL Silver Red Fork SU 2 24595 CREEK 94 SI OIL Silver Red Fork SU 3 24595 CREEK 95 SI OIL Silver Red Fork SU 4 24595 CREEK 96 SI OIL Silver Red Fork SU 5 24595 CREEK 97 SI OIL Silver Red Fork SU 6 24595 CREEK 98 SI OIL Silver Red Fork SU 7 24595 CREEK 99 SI OIL Silver Red Fork SU 8 24595 CREEK 100 SI OIL Silver Red Fork SU 9 24595 CREEK 101 SI OIL Silver Red Fork SU 10 24595 CREEK 102 SI OIL Silver Red Fork SU 11 24595 CREEK 103 SI OIL Silver Red Fork SU 12 24595 CREEK 104 SI OIL Silver Red Fork SU 13 24595 CREEK 105 SI OIL Silver Red Fork SU 14 24595 CREEK 106 SI OIL Silver Red Fork SU 15 24595 CREEK 107 SI OIL Silver Red Fork SU 16 24595 CREEK 108 SI OIL Silver Red Fork SU 17 24595 CREEK 109 SI OIL Silver Red Fork SU 18 24595 CREEK 110 SI OIL Jason B - 1 24595 HUGHES 350632174 9 111 SI OIL Phillips 1 - 12 24595 HUGHES 350632373 6 112 SI INJ skinner Davis - 1 24595 HUGHES 350632231 9 113 SI OIL skinner Davis - 5 24595 HUGHES 350632174 9 114 SI OIL Lexington - 1 24595 CLEVELA ND 115 SI OIL Lexington - 2 24595 CLEVELA ND 116 SI OIL seminole - 1 24595 SEMINOL E 117 Arkansas wells

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APPENDIX A - 2 – List of Assets SI gas Taylor 1 - 23 Max Extrac t Johnson 307110802 118 ON gas Cagle 1 - 18 Max Extrac t Franklin 304711199 119 SI gas ES 11609 1 - 4 Max Extrac t Franklin 304710179 0 120 SI gas ES 12485, 1 - 33 Max Extrac t Franklin 304710243 0 121 SI gas fedeal es 2495, 2 - 3 Max Extrac t Johnson 307110420 122 ON gas Rameriz - 14 Max Extrac t pope 311510632 0 123 SI gas Deffenbaugh 1 Max Extrac t crawford 303310048 124 SI gas federal es 2495, 2 - 3 Max Extrac t Johnson 307110420 125 ON gas Sterlin 3 - 15 Max Extrac t Johnson 307110907 0 126 ON gas Sherrell 2 - 9 Max Extrac t Johnson 307110245 0 127 ON gas Ozark Real Estate - 1 Max Extrac t Johnson 307110036 0 128 ON gas Marshall Real Estate, 3 - 18 Max Extrac t Johnson 307110329 0 129 SI gas galloway 1 Max Extrac t Johnson 307110138 0 130 SI gas galloway 2 - 36 Max Extrac t Johnson 307110373 0 131 ON gas Goose Camp 1 - 16 Max Extrac t Johnson 307110447 0 133

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APPENDIX A - 2 – List of Assets GARVINN AND McCLAIN COUNTY WELLS ON oil a c wade 24595 GARVIN 350492151 7 134 ON oil BLEVINS 24595 GARVIN 350492138 3 135 inj MARTHA 24595 GARVIN 350492063 5 136 ON oil BARNEY SANDERS 24595 GARVIN 350492280 2 137 oil BROMIDE 24595 GARVIN 350492280 1 138 ON oil HAZEL 1 - 5 24595 GARVIN 350492094 9 139 oil JOHNNY 1 - 5 24595 GARVIN 350492089 5 140 inj EDITH 1 - 5 24595 GARVIN 350492088 5 141 ON oil PLUMMER 1 - 1 24595 GARVIN 350490043 6 142 inj Plummer 1 - 6 24595 GARVIN 350492107 4 143 ON oil PLUMMER 2 - 6 24595 GARVIN 350492298 4 144

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APPENDIX A - 2 – List of Assets SI gas FRANK DENNIS, ETAL 24595 MCLAINE 350873008 1 145 SI oil IVEY 24595 GARVIN 350492262 5 146 SI oil LANE - 1 24595 GARVIN 350492107 2 147 SI inj LANE - 2 24595 GARVIN 350492123 3 148 SI inj WILLARD 24595 MCLAIN 350870029 6 149 SI inj ROBERTSON 24595 GARVIN 350492125 90 150 SI oil HASSIE 1A 24595 MCLAINE 350872061 6 151 SI inj FULLER 2 G2GH GARVIN 350492275 2 152 SI oil LEDGERWOO D 24595 MCLAINE 350492111 7 153 153 wells

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APPENDIX A - 2 – List of Assets AGRAWAL ASSETS 15 gas wells Kan Oak Energy Kansas wells TRAVIS 1 - 18 LANGHOPHER AMIGO MAXWELL BUSH FINCHAM D - 1 DOWDY A - 2 HJVFLUUMEREFELT A - 1 HJV PONDER A - 1 SMITH - 1 SCHMIDT D - 1 ODEA JAMES 1 KELLY D - 1 LEONARD B - 4 MCCLURE D - 5

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