Filed by Automated Filing Services Inc. (604) 609-0244 - Park Place Energy Corp. - Exhibit 10.22






June 1st, 2007

Park Place Energy Inc.
1220 – 666 Burrard Street

Vancouver, B.C. V6C 2X8

Attention:        Mr.
David Stadnyk, President,

Great Northern Oilsands Inc.
600 – 595 Hornby Street

Vancouver, B.C. V6C 2E8

Attention:         
Mr. David Lane, President

Tidewater Resources Inc.
Suite 1200, 707 –
7th Avenue S.W. 
Calgary, Alberta T2P 3H6

Attention:          
Mr. Al Gal, President

Gentlemen:

	Re: 	Earning Agreement and Option
      Relinquishment Agreement 
	  	N 1⁄2 Sec 22, SW 1⁄4 & LSDs 11
      & 12 Sec 26 Twp 12 Rge 5 W4M 
	  	Medicine Hat Area, Alberta
  


Whereas Park Place Energy Inc. (Park Place), Great
Northern Oilsands Inc. (Great Northern), and Tidewater Resources Inc.
(Tidewater), collectively, the “Farmees”, have entered into an agreement (dated
September 25th, 2006) and an amendment (dated November
2nd, 2006) with Pine Petroleum Limited (Pine) to drill a well at
14-22-12-5W4M in the Medicine Hat area of southern Alberta; and

Whereas the “Farmout Lands” and the “Option Lands” are
defined in Schedule A of the original agreement and appended hereto as Schedule
A and the “Area of Mutual Interest” means Sections 22, 23, 26 and 27-12-5
W4M;

Whereas completion or abandonment of the well is
necessary in order to complete the last portion of the Earning Provision;
and

Whereas the Farmees and Pine have agreed that the well
will not be completed or abandoned at this time; and 




Whereas Tidewater, as Operator, has provided a Detailed
Estimate of Completion Costs (which is appended hereto as Schedule B), which
total Twenty-six ($26,000.00) Thousand Dollars; and

Whereas Farmees and Pine have agreed that the Farmees
will instead make a lump sum payment equal to 90% of the estimated completion
cost for the well; and

Whereas the Farmees have paid to Pine a total of
$23,400.00, (the “Pre-Payment”) receipt of which is hereby acknowledged by
Pine;

It is Hereby Agreed that

1. Farmees have completed the Earning Requirements and, as a
consequence, will hold an Undivided Forty (45%) Percent Working Interest in the
Farmout Lands (N 1⁄2 -22-12-5W4), allocated as follows: Park Place 20%, Patch 20%
and Tidewater 5%.

2. If it is decided to proceed with the Completion of the 14-22
Well, further costs (i.e. equipping etc.) shall be shared as follows:

	Park Place - 20%
  
	Great Northern – 20 %
  
	Tidewater - 5%
  
	Pine/Participant - 55% 


3. If it is decided the 14-22 Well is to be abandoned, the
Pre-Payment shall be applied against Abandonment Costs proportionate to the
Farmees' Interest. In the event the Pre-payment is not fully expended, then any
remaining funds shall be remitted to the Farmees. Any cost recovery of tangibles
existing after abandonment shall also be refunded proportionately to the
Farmees. In the event that the Pre-payment is fully expended, then any further
requirements for the abandonment will be borne by the Working Interest Partners
at their Working Interest levels.

4. If it is decided the 14-22 Well is to be sold to an outside
party and Completion has not been pursued, the Pre-Payment, in its entirety,
shall be promptly remitted by Pine to the Farmees, together with any additional
consideration that may have formed part of the purchase price proportional to
the Interest of the Farmees.

5. Farmees have elected not to exercise their Option to
drill a well in Section 26-12-5W4M and Farmees acknowledge they have no further
Right to Earn an Interest in the "Option Lands" falling within Section 26-12-5W4
nor in the other AMI lands which are the remainder of Sections 22, 23, 26 and 27
of Township 5 Range 12, W4M after deleting the Farmout Lands and the Option
Lands. (All as defined in the original Agreement).

6. Farmees acknowledge and accept that in the event Pine
is successful in acquiring a Partner to drill the "Option Well" Farmees are
prepared to give favorable consideration to a Pooling Arrangement, if necessary,
in order to support the drilling of such Well. As a result, Farmees would reduce
their Interest in the Farmout Lands and proportionately acquire an Interest in
the Option Lands.




7. This agreement shall be effective as of June
1st, 2007.

It is recognized by all Parties that during the first quarter
of 2008, both Farmout and Option Lands will expire unless continued pursuant to
the appropriate Governmental Regulations. This Agreement has been proposed to
avoid any undue delay and, further, to maximize the potential of the
Project.

Please indicate your agreement with the foregoing by signing in
the appropriate place below before June 27th, 2007.

Yours truly,

 

John Duckett, Director, 
Pine Petroleum Limited

 

Accepted and agreed to this 26th day of June, 2007

/s/ David
Stadnyk                                                   

Park Place Energy Inc.

 

Accepted and agreed to this 26th day of June, 2007

/s/ David
Lane                                                         
Great
Northern Oilsands Inc.

 

Accepted and agreed to this 27th day of June, 2007

/s/ Al
Gal                                                                   
Tidewater
Resources Inc.

 

Accepted and agreed to this 27th day of June, 2007

/s/ John
Duckett                                                        

Pine Petroleum Limited

Cc: Larry Blonde, 
Land Consultant.




SCHEDULE “A"

This is Schedule "A" to Earning Agreement and Option
Relinquishment Agreement dated June 1st, 2007 between Park Place
Energy Inc., Great Northern Oilsands Inc., Tidewater Resources Inc. and Pine
Petroleum Limited (originally attached to and made part of a Farmout and
Option Agreement dated the 25th day of September, 2006
between Park Place Energy Inc., Patch Energy Inc. and Pine Petroleum
Limited). 

	FARMOUT LANDS 	TITLE DOCUMENTS 
	  	 
	  	 
	Twp 12, Rge 5 W4M: N 1⁄2 Section 22 	Crown P&NG Lease # 0403050008 
	all P&NG below base Medicine Hat 	Lessor Royalty: Crown 
	to base Mannville 	 


Farmor’s Interest – an undivided 90% working interest

	OPTION LANDS 	TITLE DOCUMENTS 
	  	 
	  	 
	Twp 12, Rge 5 W4M: SW 1⁄4 & Lsds 11 & 12 Section 26
    	Crown P&NG Lease # 0403030044 
	all Petroleum to base Mannville 	Lessor Royalty: Crown 


Farmor’s Interest – an undivided 90% working interest

ENCUMBRANCES on the FARMOUT LANDS and the OPTION
LANDS

0.5% non-convertible gross overriding royalty payable to
Covenant Resources Ltd. as described in Schedule “A1”.




SCHEDULE “B"

This is Schedule "B" to Earning Agreement and Option
Relinquishment Agreement dated June 1st, 2007 between Park Place
Energy Inc., Great Northern Oilsands Inc., Tidewater Resources Inc. and Pine
Petroleum Limited.