Unassociated Document


    EXHIBIT
      10.1

    


    


    PARTICIPATION
      AGREEMENT

    


    THIS
      AGREEMENT made and entered into as of the 28th
      Day of
      July, 2006, by and between WHITMAR EXPLORATION COMPANY, (hereinafter called
      "WhitMar"), having its offices located at 555 17th
      Street,
      Suite 880, Denver, CO 80202, and True North Energy Corporation (hereinafter
      called “True North”), having a corporate office at 1200 Smith Street, Houston,
      TX 77002.

     

    WITNESSETH:

     

    WHEREAS,
      WhitMar owns approximately 1,054 acres of oil and gas leasehold (the “Prospect
      Leasehold”) in Newton County, Texas and Calcasieu Parish, Louisiana, which
      leasehold makes up WhitMar’s Deweyville Prospect, hereinafter referred to as
“the Prospect”. The Prospect covers the area outlined on the plat attached
      hereto as Exhibit “A”, which area is hereinafter referred to as the “Area of
      Mutual Interest” (“AMI”); and 

     

    WHEREAS,
      WhitMar intends to drill or cause to be drilled an approximate 13,300 foot
      well
      on the Prospect Leasehold to adequately test the Yegua Sands, hereinafter
      referred to as the Prospect Test Well; and 

     

    WHEREAS,
      True North hereby agrees to acquire from WhitMar a portion of the Prospect
      Leasehold sufficient to give True North an undivided 10% working interest in
      the
      said Prospect Test Well, and True North agrees to participate in the said well
      with a 10% working interest, and WhitMar hereby agrees to sell True North a
      10%
      working interest in such well , subject to the conditions and mutual covenants
      set forth in this agreement; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, for and in consideration of the promises and the respective
      obligations, duties and responsibilities of WhitMar and True North to be kept
      and performed as hereinafter set forth, it is mutually agreed between WhitMar
      and True North as follows:

     

    ARTICLE
      I. DEFINITIONS

     

    Whenever
      used or referred to in this Agreement, unless otherwise expressly provided,
      the
      terms defined below shall have the meanings assigned to them in this Article.
      Such meanings shall apply equally to the singular and the plural.

     

    1.1 “Additional
      Interest” shall mean any oil and gas leasehold interest and/or mineral interest
      acquired within the AMI after the Initial Prospect Test Well is drilled. It
      is
      understood that "Additional Interest" may include the acquisition of developed
      leasehold as well as undeveloped leasehold in the AMI. 

     

    1.2 "Area
      of
      Mutual Interest" shall mean the area as so marked on the plat attached hereto
      as
      Exhibit "A".

     

    1.3
       "Proposing
      Party" shall mean the party who has submitted a proposal to drill a development
      well in the Prospect.

     

    1.4 "Non-Proposing
      Party" shall mean the party receiving a proposal for consideration from the
      Proposing Party.

     

    1.5 "
      Prospect Test Well" shall mean the initial 13,000 foot well to be drilled on
      the
      Prospect Leasehold to test Yegua Sands, which will be drilled or caused to
      be
      drilled by WhitMar.

     

    1.6 "Operator"
      shall mean WhitMar Exploration Company in regard to any well drilled pursuant
      to
      this Agreement where WhitMar is a Participating Party. Where WhitMar is a
      Non-Participating Party in a proposed well, the Participating Parties shall
      mutually agree upon the Operator therein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II.
      TERM 

     

    2.1 This
      Agreement shall continue in force as to the Prospect Area as long as any lease
      subject to this Agreement (including extensions or renewals of same) is in
      full
      force and effect, unless otherwise extended or is terminated earlier by mutual
      agreement of the Parties.

     

    ARTICLE
      III.
      LEASEHOLD,GEOLOGICAL, GEOPHYSICAL AND WELL COSTS

     

    3.1 Upon
      execution of this Agreement, True North agrees to pay WhitMar $100,000 as an
      initial payment for its participation in the Prospect; which shall consist
      of a
      $42,500 payment for geological, geophysical and land costs and a $57,500 payment
      as an earnest money deposit on its share of upcoming drilling costs for the
      Prospect Test Well. 

     

    3.2 WhitMar
      will drill or cause to be drilled the Prospect Test Well to test the Yegua
      Sands
      on the Prospect Leasehold. True North will participate in the said Prospect
      Test
      Well on a promoted basis, whereby True North will pay for 12.5% of the costs
      associated with drilling the said well to “casing point” for its 10% interest
      therein. “Casing point” as used herein means that point in time when a well has
      been drilled and logged to its objective depth, and the well has been plugged
      and abandoned with the surface restored, or a recommendation has been made
      to
      set production casing and attempt completion. Where a completion attempt is
      made
      and True North elects to participate in such completion, the completion costs
      for the said Initial Prospect Test well will be paid for on a “heads-up basis”;
      whereby True North will pay 10% of such costs for its 10% interest in the said
      well.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 It
      is
      understood that WhitMar has negotiated a Turnkey Drilling Contract with Grey
      Wolf Drilling Company for the Drilling of the Prospect Test Well to casing
      point
      for a agreed upon costs not including insurance, well site preparation costs
      and
      title costs, and after Grey Wolf has provided WhitMar with electric logs of
      the
      well bore, WhitMar and its partners will pay all costs to plug and abandon
      or to
      run production casing and attempt completion. Attached hereto as Exhibit “B” is
      the Authority for Expenditure (“AFE”) setting forth the estimated costs to drill
      and complete the Prospect Test Well, which AFE is based on the said turnkey
      contract. Upon execution of this Agreement, True North shall execute the said
      AFE. It is understood that this is an estimate of costs only, and True North
      shall pay its agreed upon share of actual costs for the drilling and completion
      of the said well.

     

    3.4 Inasmuch
      as Grey Wolf Drilling Company has required that WhitMar prepay into escrow
      the
      agreed upon turnkey drilling amount, True North hereby agrees to pay, within
      fifteen days of the date of this agreement, its agreed upon 12.5% share of
      estimated drilling costs to casing point as shown in the said AFE, less the
      contingency liner estimate and less the $57,500 earnest money deposit paid
      pursuant to Article 3.1 herein. 

     

    3.5 It
      is
      understood that by participating in the Prospect Test Well, pursuant to Article
      3.2 above, True North will earn the right to participate in any development
      well
      proposed in the future in the Prospect on a “heads-up basis” for its 10% share
      of the Prospect Leasehold. 

     

    ARTICLE
      IV. INTERESTS
      EARNED AND ASSIGNMENTS 

     

    4.1 Upon
      the
      drilling and completion of the said Prospect Test Well, and upon WhitMar’s
      receipt of all payments due from True North pursuant to Articles 3.1 and 3.2
      of
      this Agreement, WhitMar will assign to True North, by recordable assignment,
      10%
      of the Prospect Leasehold, which leasehold interest will be subject to twenty
      eight percent (28%) royalty burdens, leaving True North with a seventy two
      percent (72%) net revenue interest (“NRI”) in the Prospect Leasehold.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.2 If
      the
      Prospect Test Well is completed as a producer, True North will be entitled
      to
      production revenues from said well allocable to its 10% working interest at
      a
      72% NRI, and True North will be responsible for 10% of the operating costs
      and
      expenses allocable to said well. 

     

    ARTICLE
      V.
      OPERATING AGREEMENT

     

    5.1 Any
      well
      drilled in the Prospect shall be drilled pursuant to the Operating Agreement
      attached hereto as Exhibit “C”. The AMI of this agreement shall be the Contract
      Area of said Operating Agreement.

     

    ARTICLE
      VI. SUBSEQUENT
      WELL PROPOSALS AND OTHER OPERATIONAL ACTIVITIES

     

    6.1 After
      the
      said Initial Prospect Test Well is drilled, any party hereto may propose the
      drilling of an additional well in the Prospect Area. The proposal shall be
      in
      writing, setting forth the location of the proposed well, depth and formation(s)
      to be tested, and a detailed cost estimate. The Non-Proposing Party or Parties
      shall have thirty (30) days or such lesser period as is set out by the Proposing
      Party in the proposal to the Non-Proposing Party necessitated by particular
      circumstances such as rig availability, threatened termination of leasehold
      or
      other relevant factors. In no event shall the period be less then ninety-six
      (96) hours excluding Saturday, Sunday, and legal banking holidays after receipt
      of such proposal, within which to notify the Proposing Party of its election
      to
      participate in the drilling of such well. Failure to so advise the Proposing
      Party within the prescribed period shall constitute an election not to
      participate in said well.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2 If
      an
      election is made by all Non-Proposing Parties to participate in the proposed
      well, all costs and expenses in accordance with the drilling and equipping
of
      such well shall be borne on a “heads-up basis” by the participating parties for
      their respective interest herein.

     

    6.3 If
      WhitMar as the Proposing Party and/or if WhitMar, as a Non-Proposing Party
      elects to participate in the proposed well, and if there is no third party
      operator involved, WhitMar will operate the said well. If WhitMar elects not
      to
      participate in the proposed well, the participating parties shall mutually
      agree
      on an Operator.

     

    6.4 If
      any
      party elects not to participate for its proportionate share in an additional
      well
      proposed hereunder, such party relinquishes its leasehold position in the
      proposed well with no retention of any beneficial interest therein; this being
      commonly referred to as an “in or out” provision. 

     

    6.5 All
      other
      operational activities in the Prospect shall be governed by the Operating
      Agreement attached hereto as Exhibit "C".

     

    ARTICLE
      VII. AREA OF MUTUAL INTEREST:

     

    7.1 In
      the
      event any party hereto acquires an Additional Interest covering lands situated
      in whole or in part within the Area of Mutual Interest, the acquiring party
      (hereinafter referred to as "Proposing Party") shall promptly notify the
      non-acquiring party (hereinafter referred to as "Non-Proposing Party") of such
      Additional Interest and shall attach a copy of the instrument evidencing same,
      together with all title materials in its possession and an itemized statement
      of
      the acquisition costs attributable to each such interest. Such acquisition
      costs
      shall exclude any overhead, financial or other internal costs incurred by the
      Proposing Party. The Non-Proposing Party shall have the option to acquire its
      proportionate share of the Additional Interest on a “heads up basis”, pursuant
      to Article 3.1 herein, by notifying the Proposing Party of its election in
      writing within fifteen (15) days after receipt of such offer; or within forty
      eight (48) hours exclusive of Saturdays, Sundays and legal banking holidays
      of
      receipt of such offer in the event an oil and gas rig is drilling or standing
      by
      and accumulating charges anywhere within the proposed area in which the
      Additional Interest is located after receipt of such offer. Failure of a
      Non-Proposing Party to so notify the Proposing Party in the specified time
      period shall be deemed an election not to participate. Should the Non-Proposing
      Party elect to acquire its proportionate share of said interest, such party
      shall, within thirty (30) days of its election pay to the Proposing Party its
      share of the acquisition costs or assume its proportionate share of any
      contractual commitment necessary to earn such Additional Interest. Upon such
      payment, the Proposing Party shall promptly execute and deliver to the
      Non-Proposing Party an assignment for its share of such interest, in customary
      form and containing a "By, Through and Under" Warranty as to title of the
      Additional Interest assigned. If the Proposing Party does not receive timely
      payment from the parties who elect to so participate, the Proposing Party may
      give such non-paying parties certified written notice that failure to receive
      such payment in five (5) days shall be deemed an election by such non-paying
      party to not participate in the acquisition of such interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2 It
      is
      understood that any Additional Leasehold Interest acquired in the form of oil
      and gas leasehold shall be subject to the royalty and overriding royalty burdens
      referred to in Article 4.1 hereinabove.

     

    7.3 It
      is
      understood and agreed that the terms and provisions of this Article VII do
      not
      apply to the acquisition by a party to this Agreement of developed or
      undeveloped leasehold in the AMI acquired as a result of a merger,
      reorganization, consolidation, or acquisition of all or substantially all of
      another company’s assets. 

     

    ARTICLE
      VIII. PREFERENTIAL
      RIGHTS 

     

    8.1 Should
      True North desire to sell or farmout all or any part of its leasehold interest
      acquired pursuant to this Agreement to any party other than an affiliate of
      True
      North or a party controlled by True North, it shall promptly give written notice
      to WhitMar, with full information concerning the proposed sale or farmout,
      which
      shall include the name and address of the prospective buyer or farmee (who
      must
      be ready, willing and able to perform under the terms and conditions of the
      sale
      or farmout), and all other terms of the proposed sale or farmout. WhitMar shall
      then have a preferential right for a period of twenty (20) days after receipt
      of
      the notice, to elect to buy or farmin the interest of True North on the same
      terms and conditions. For the purposes of this Agreement, the terms "farmout"
      and "farmin" shall be deemed as follows: A contract in which one party agrees
      to
      assign to another, in whole or in part, leasehold interests in certain acreage
      upon completion of drilling obligations and the performances of any other
      covenants and conditions therein contained.

     

    8.2 It
      is
      understood that this provision shall not apply in the case of a merger,
      consolidation, and/or assignment to a corporate parent, subsidiary or affiliate
      that is controlled by True North and/or the principals of True North.


     

    ARTICLE
      IX.
      NOTICES AND PROPOSALS

     

    9.1 Except
      as
      otherwise provided, all notices and proposals that are required to be given
      herein shall be given in writing and delivered by first class, registered or
      certified mail, recognized courier service, and/or by telephone facsimile and
      addressed to the party to which such notice is given as follows:

     

     

    
      	 	
              True
                North Energy Corporation   

              1400
                Woodloch Forest Drive, Suite 530 

              Houston,
                TX 77380 


              Attn:
                John I. Folnovic    

              (832)
                295-0741  

            	 	
              WhitMar Exploration Company

              555 17th.
                Street, Suite 880

              Denver, Co 80202

              Attn: Whitney H. Marvin

              (303)
                991-9400

            


    

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.2 The
      time
      periods specified herein in which a Non-Proposing Party must make a response
      shall commence on the date the originating notice or proposal is received.
      Should the notice period end on a Saturday, Sunday or legal banking holiday,
      the
      notice period shall be extended to end on the next successive
      workday.

     

    ARTICLE
      X.
      ASSIGNABILITY

     

    10.1 The
      rights hereby granted to True North may not be assigned or transferred, in
      whole
      or in part, without the express written consent of WhitMar being first obtained
      (which consent shall not be unreasonably withheld). Mergers, consolidation,
      and
      assignments to a corporate parent, subsidiary or affiliate shall not be deemed
      a
      transfer or assignment requiring the consent of the other party; likewise an
      assignment to any entity, domestic or foreign, that is controlled by True North
      and/or the principals of True North shall not be deemed a transfer or assignment
      requiring the consent of WhitMar. 

     

    ARTICLE
      XI.
      TAXATION

     

    11.1 This
      Agreement is not intended to create, and shall not be construed to create,
      a
      relationship, a partnership, or an association for profit between or among
      the
      parties hereto. Notwithstanding any provisions herein that the rights and
      liabilities hereunder are several and not joint or collective, or that this
      Agreement and operations hereunder shall not constitute a partnership, if for
      Federal income tax purposes this Agreement and the operations hereunder are
      regarded as a partnership, each party hereby affected elects to be excluded
      from
      the application of all of the provisions of Subchapter “K”, Chapter “1”,
      Subtitle “A”, of the Internal Revenue Code of 1986, as permitted and authorized
      by Section 761 of the Code and the regulations promulgated thereunder. Any
      operator designated under the terms of this Agreement is authorized and directed
      to execute on behalf of each party hereby affected such evidence of this
      election as may be required by the Secretary of the Treasury of the United
      States or the Federal Internal Revenue Service, including specifically, but
      not
      by way of limitation, all of the returns, statements, and the data required
      by
      Federal Regulations 1.761-(2). Should there be any requirement that each party,
      hereby affected, give further evidence of this election, each such party shall
      execute such documents and furnish such other evidence as may be required by
      the
      Federal Internal Revenue Service or as may be necessary to evidence this
      election. No party shall give any notices or take any other action inconsistent
      with the election made hereby. If any present or future income tax laws of
      the
      State or States in which the area covered by this Agreement is located or any
      future income tax laws of the United States contain provisions similar to those
      in Subchapter "K", Chapter 1, Subtitle "A", of the Internal Revenue Code of
      1986, under which an election similar to that provided by Section 761 of the
      Code is permitted, each party hereby affected shall make such election as may
      be
      permitted or required by such laws. In making the foregoing election, each
      such
      party states that the income derived by such party from operations hereunder
      can
      be adequately determined without the computation of partnership taxable
      income.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XII.
      MISCELLANEOUS

     

    12.1 This
      Agreement contains the entire agreement of the parties with respect to the
      subject
      matter hereof, shall be governed by and construed in accordance with the laws
      of
      the State of Texas, and may be executed in multiple counterparts, each of which
      shall be an original but all of which together shall constitute one and the
      same
      instrument.

     

    12.2 It
      is
      understood that if this Agreement is not fully executed by True North and
      returned to WhitMar with the agreed upon $100,000 initial payment within five
      (5) days from the date set forth hereinabove, WhitMar may, at its sole option,
      terminate this Agreement. If True North does not pay the remainder of its share
      of estimated drilling costs, as referred to in Article 3.4 herein, within 15
      days of the date of this agreement, WhitMar may, at its sole option, terminate
      this agreement; in which case the initial $100,000 payment paid by True North
      shall be retained by WhitMar until such time as True North participates in
      another prospect with WhitMar, at which time such $100,000 shall be credited
      to
      True North for its share of costs in such future prospect. 

     

    12.3 It
      is
      understood that the only consequence of WhitMar’s failure to drill the Prospect
      Test Well contemplated herein shall be the ipso facto cancellation of this
      agreement in its entirety and WhitMar’s immediate return of any funds paid by
      True North to WhitMar.

    


    IN
      WITNESS THEREOF, THIS INSTRUMENT IS EXECUTED ON THIS THE 28TH DAY OF JULY,
      2006.

     

    
      	WITNESS:	 	 	WHITMAR EXPLORATION COMPANY
	 	 	 	 
	 	 	 	 
	/s/
              Sarrah
              Garrett	 	 	/s/ Whitney H. Marvin
	
              
 	 	 	
              
Whitney
              H. Marvin, President


    

    
      	 	 	 	 
	 	 	 	 
	WITNESS:	 	 	TRUE NORTH ENERGY CORPORATION
	 	 	 	 
	/s/ Charlene Ripley	 	 	/s/ John
              I. Folnovic
	
              
 	 	 	
              
John
              I. Folnovic,
              President