Exhibit 10.1


 





[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED FROM PUBLIC FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO
THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION, WHICH HAS BEEN IDENTIFIED WITH THE SYMBOL “[***],”
HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED. 


 


Skyline Oil, LLC


1517 Grove Drive


Alpine, Utah 84004


 





	June 28, 2012	via email







 


Richfield Oil & Gas Company


 


		Attn:	Douglas C. Hewitt



President & CEO


 


 


		Re:	Moroni Prospect, Sanpete County, Utah



 


 


Dear Doug,


 


This agreement shall replace any and all prior agreements between
Richfield Oil & Gas Company, and its predecessors or affiliates, (“Richfield”) and Skyline Oil, LLC (“Skyline”)
covering any acreage or wells or any other oil and gas interests whatsoever in Sanpete County, Utah (“Agreement”).
Skyline and Richfield may be referred to individually as a “Party” and collectively as the “Parties”. Richfield
is aware and acknowledges Skyline is entering into an agreement (“[***] Agreement”) with [***] (“[***]”)
covering the undivided interest in oil and gas leases and the Moroni #1 Well and that Richfield is entitled to an assignment in
accordance with this Agreement. The [***] Agreement is a confidential document. This Agreement shall set forth the agreement of
the Parties in relation to the undivided interests in which Richfield is entitled to an assignment from Skyline related to the
[***] Agreement, and other matters between the Parties.


 


		1.	Lands Covered



 


Exhibits B and C attached hereto and made a part hereof illustrate
and describe the lands covered by this Agreement subject to the conditions and limitations set forth herein. Lands in Exhibit B
shall be referred to as B Area and lands in Exhibit C shall be referred to as C Area. There is no Exhibit A to this Agreement.


 






    	 



    	 	



    
 





		2.	Oil and Gas Leases



 


Skyline owns 100% working interest record title in all oil and
gas leases it currently owns in the areas defined herein. Skyline has acquired, and shall continue to acquire, oil and gas leases
covering lands in the B Area at Skyline’s expense. Skyline agrees to acquire oil and gas leases covering up to 20,000 net
mineral acres in the B Area at Skyline’s expense. If for any reason Skyline is unable to acquire oil and gas leases covering
20,000 net mineral acres in the B Area by September 30, 2012, Skyline will acquire oil and leases in Area C until Skyline fulfills
its commitment to Richfield to acquire oil and gas leases covering 20,000 net acres at Skyline’s expense. Such oil and gas
leases covering the first 20,000 net mineral acres acquired and assigned by Skyline in B Area and/or C Area as provided, shall
be referred to herein as the “Richfield 20,000”. Richfield hereby accepts its assignment of its interest in the Richfield
20,000 acknowledging that prior to assignment of the Richfield 20,000 to Richfield from Skyline, such leases shall be included
in the [***] Agreement as a result of Skyline’s record title interest in such leases. Richfield acknowledges that [***],
or its affiliates, shall be operator of such leases and the Moroni #1 well. Skyline shall assign a 5% working interest to Richfield
in the Richfield 20,000 as provided for herein subsequent to entering into the [***]Agreement. Upon assignment of the Richfield
20,000 from Skyline to Richfield, if not previously reserved, Skyline shall reserve an overriding royalty interest in each oil
and gas lease acquired, equal to the difference between the Lessor’s reserved royalty, and any other burdens, and 18%, proportionately
reduced by the mineral interest covered by such oil and gas lease. The Skyline Overriding Royalty shall burden the interests of
the Parties in proportion to their respective working interest in each lease. Such overriding royalty interest reserved by Skyline
shall be referred to as the “Skyline Overriding Royalty Interest”.


 


The Skyline Overriding Royalty Interest shall be reserved by
Skyline pursuant to a form of reservation or conveyance acceptable to Skyline, but which, among other things: (a) expressly allows
[***], and any other leasehold working interest owner burdened by such Skyline Overriding Royalty Interest, (and its, or their,
successors and assigns) to pool the interests in the leases, (b) shall be subject to and bear its proportionate share of all taxes
and post-production costs, but would otherwise be calculated in a manner consistent with the calculation of the applicable lessor’s
royalty under the applicable lease, and (c) will only apply to any renewal or extensions of leases taken by any Party during the
term of this Agreement.


 


Once the assignment from Skyline to Richfield of the Skyline
20,000 is made, the B Area and C Area shall no longer be applicable and Skyline shall have no further obligations to Richfield
to acquire and assign interests in oil and gas leases to Richfield.


 


Richfield shall assign all of its right, title and interest
in the Chad Wood Lease which contains 52 net acres, to Skyline as part of this Agreement, subject to review of the lease and title
by Skyline before Closing Date and Richfield and Skyline mutually agree that the consideration value of this lease is $350,000.
The Chad Wood Lease is not in part of B Area or C Area. This lease is not subject to the [***] Agreement.


 






    	 



    	 	



    
 





		3.	Consideration



 


The Closing of this Agreement shall be on or before, June 30,
2012, or as soon as possible thereafter but no later than July 10, 2012 (“Closing Date”). The effective date of this
agreement shall be June 30, 2012. Skyline shall pay the sum of $1,600,000 cash by wire transfer or check to Richfield as consideration
for this Agreement. As additional consideration, Skyline shall transfer to Richfield 2,000,000 shares of Richfield common stock
owned by Skyline. Skyline has entered into an agreement with MacKov Investments to purchase its one half percent interest in the
320 acres and the Moroni #1AXZH well for the sum of $54,231, and Skyline shall close on it’s agreement with MacKov Investments
or before the Closing Date.





 





	4.	Moroni #1 AXZH Well (API 43-039-30007) (“Moroni #1”)	 
	 	 	 
		Richfield acknowledges hereby, that prior to the date of this Agreement Skyline has prepaid to Richfield $25,000 and the Parties agree that this $25,000 prepayment will become a non-refundable deposit if the Closing Date does not occur by July 10, 2012. The prepayment is for the following: 
	 	 
	a.	Obligations owed to Richfield by Skyline:	 
	 	 	 	 
	 	i.	Oil Purchase for Richfield portion for its 50% ownership of the oil currently in Moroni #1 oil tanks	$  8,125  
		 		 	
	 	 	ii	Equipment purchase from Richfield for its 50%	 
	 	 	 	interest in Moroni #1 equipment with exception of separator	$31,490 
	 		 	 	
	 	 	iii	Joint interest Billing owed by Skyline on Moroni #1due Richfield	$12,885
		 	 	 	
	 	 	 	Sub-total	$52,500
	 	 	 	 	 
	b.	Obligations owed to Skyline by Richfield:	 
	 	 	 
	 	 	i.	Purchase Skyline’s 50% interest in separator	$12,500
	 	 	 	 	 
	 	 	ii	Skyline’s 50% interest of $30,000 bond	$15,000
	 	 	 	 	 
	 	 	 	Sub-total	$27,500
	 	 	 	 	 
	 	 	Total	Net Prior Payment to Richfield by Skyline	$25,000







 


  






    	 



    	 	



    
  


 


Richfield acknowledges and approves that [***] shall own 90%
of 100% working interest in the Moroni #1 and the Richfield 20,000, and shall be operator thereof as provided for herein, upon
closing the [***] Agreement with Skyline. Richfield shall own a 5% undivided interest in Moroni #1 and the Richfield 20,000 as
a result of this Agreement. Skyline shall own the remaining 5% undivided interest in Moroni #1 and the Richfield 20,000 as a result
of this agreement.5.Science Data Sharing


 


The Parties agree to share geological data and geochemistry
data covering the Richfield 20,000 in their possession or control as of the date hereof or subsequently obtained, subject only
to the conditions of any third party license agreements.


 


6.Operations


 


Operations on or involving the Richfield 20,000 shall be conducted
in accordance with the [***] Agreement.


 


7. Counterpart Execution.


 


This Agreement may be executed in counterpart and scanned and
emailed, and each counterpart scanned and emailed shall be deemed an original for all purposes and shall be binding upon each Party
executing the same. The Parties agree to provide each other original signature copies via mail for their files.


 


IN WITNESS WHEREOF, the Parties have executed this Agreement
as of June 28, 2012.


 


RICHFIELD OIL & GAS COMPANY


 


By: /S/: Glenn G. MacNeil


 


Name: Glenn G. MacNeil


 


Title: Chief Financial Officer


 


SKYLINE OIL, LLC


 


By: /S/: Michael P. Russon


 


Name:Michael P. Russon


 


Title:Managing Member 


 


EXHIBITS:


 


“B” Map of B Area


 


“C” Map of C Area