Exhibit 10.2


Letter of Intent


 


The Parties:


Richard A. DiClaudio


Vice President


Blue Tip Energy Wyoming, Inc.



15810 Park Ten Place, Ste. 160



Houston, TX 77084



 



T-Rex Oil, Inc. ("Purchaser")


520 Zang Street


Broomfield, CO 80021




In consideration of the mutual covenants, the acknowledgment,
sufficiency and receipt thereof is hereby acknowledged, the parties enter into
this Letter of Intent and hereby evidence their intent to negotiate a Purchase
and Sale Agreement for the purchase of certain oil and gas assets principally
located in the in Natrona and Converse counties in the State of Wyoming.    




Seller owns
13,826 gross mineral acres including 15 producing wells in Natrona and Converse
counties in the State of Wyoming.  The parties agree to diligently and in good
faith negotiate and enter into a definitive purchase and sale agreement by September
20, 2015.






	
  Purchase
  Price:

  	
  $4,400,000

  
	

  	

  
	
   	
   
	
  Net
  Revenue Interest:

  	
  Approximately
  77.3 percent

  
	

  	

  
	
   	
   
	
  Purchase
  and Sale Agreement:

  	
  Executed
  by September 15, 2015

  
	

  	

  
	
   	
   
	
  Non-Refundable
  deposit on execution of purchase and sale agreement:

  	
  $875,000.00

  
	

  	

  
	
   	
   
	
  Closing:

  	
  November
  15 to December 15, 2015

  
	

  	

  
	
   	
   
	
  Effective
  Date:

  	
  First day
  of the month of actual closing but no later than December 1, 2015

  
	

  	

  
	
   	
   
	
  Due
  Diligence:

  	
  Seller will
  provide complete access to Seller's records and data in order for Buyer to
  perform its due diligence of the subject property.

  








 




1.
Pre-Closing Activities; Conditions Precedent.  Prior to the
Closing, Seller will not change or amend any terms, conditions, or provisions
of the mineral interests. 


 


2.
Exclusivity Period.  During the term of this Letter of Intent,
Seller and Purchaser agree that they will not conduct discussions or
negotiations or commit to any transaction involving the interests described herein
other than the transaction contemplated hereby prior to September  15, 2015
(and further agree that any currently pending discussions or negotiations shall
be terminated during this period).  



 



3. 
Economic Points of the Transaction.  At the Closing, Purchasers
will purchase the interests referred to herein for cash.    



 



4. 
Additional Terms   


a. Due
Diligence.  The Purchaser will conduct a due diligence investigation of the
subject assets. Seller agrees to provide the Purchaser and their agents and
representatives with any and all due diligence data and documents requested,
including but not limited to, all well files, logs, title information, farmout,
geological, geophysical text and production data, and any geological
evaluations, reservoirs models, studies or estimates, or geological prospect
write-ups or descriptions, contracts, corporate documents and minutes and
evidence of Seller's good standing in the State of Wyoming.  


b. Fees
and Expenses.  Each party will bear its own fees and expenses incurred in
connection with the transaction. 


c.  Confidentiality. 
Except as and to the extent required by law, no party will disclose or use and
will direct its representatives not to disclose or use any information with
respect to the transaction contemplated herein, without the consent of the
other party or as provided in a confidentiality agreement.


d.  Brokers
or Finders.  There are no brokers or finders involved in the transaction. 


e.  Sellers
Indemnification.  Sellers to indemnify Purchasers with respect to any
breach of Seller's warranties and representations, which shall be limited to
authority, breach of other agreement, and title issues 


f. 
Governing Law.  Colorado


g. Title. 
Title to the mineral assets shall be free and clear of liens and encumbrances






 


h. Non-binding
Letter of Intent.  Other than with respect to subsection 2 above, the
matters set forth in this Letter of Intent constitute an expression of our
mutual intention only and do not constitute a binding agreement among the
parties with respect to the transaction.  Any such binding agreement would only
arise as a result of the negotiation, execution and delivery of a written
Purchase and Sale Agreement as contemplated hereby having terms and conditions
satisfactory to the parties to such agreement.  No party hereto may bring any
claim or action against any other party hereto as a result of a failure to
agree on or enter into any definitive agreement as contemplated herein.


5. 
Confidential Information. As used herein, the term "Confidential
Information" shall mean the following: 



 


a.  The
fact or existence of discussions between Disclosing Party and Receiving party
regarding a potential Relationships, and the terms or potential terms thereof;




 




b. All
information related to the Project;



 


c.  All
information labeled or otherwise identified in writing as "confidential"
or "proprietary" by Disclosing Party or Receiving Party;


 



d. All
information made known by the Disclosing Party to Receiving Party concerning
the following items of the Disclosing Party: gas, oil, or minerals development
interests, financial institutions, potential financing entities and partners,
products, business, marketing and product development plans, customer and
supplier lists and records, business records, employee, officer and consultant
information, financial statements, technical information, pricing, discount and
cost information, contractual terms and conditions, correspondence and other
proprietary information, including without limitation any and all data,
technology, research, inventions, tools, prototypes, intellectual property,
trade secrets, know-how, formulations, files, software, compositions, works of
authorship, samples, processes, methods and the like, and all information
relating to past, present and future research, development and business activities
of a nature generally considered confidential or proprietary in the business
world;


 


e.   All
information relating to possible financing arrangements by Disclosing Party;
and 


 








 



 



f.  All information regarding ideas, models, designs, business products,
services or processes or other items that Receiving Party could develop,
implement and/or integrate in its business or affairs based on any of the
above. 






Notwithstanding
the above, the following information shall not be deemed Confidential Information:
(i) information which is or becomes part of the public domain through no
wrongful act of the Receiving Party, (ii) information which is rightfully
received by the Receiving Party from a third party without restriction and
without breach of this Agreement, (iii) information which is approved for
release by written authorization of an officer of the Disclosing Party, (iv)
information which is required to be disclosed pursuant to the order of a court
of governmental agency or operation of law, (v) information and documents
gathered in the course of due diligence by the Receiving Party related to
entity structure, individuals and project location of (vi) information which
the Receiving Party demonstrates to have been lawfully in possession of prior
to receipt thereof from the Disclosing Party.


















The undersigned acknowledge, accept and agree to this Letter of Intent
as of August 24, 2015.




 
Seller:  Blue Tip Energy Wyoming, Inc.


                                                                        


By:
_/s/Richard A. DiClaudio______________


Name:
Richard A. DiClaudio


Title:
Vice President








 








 








 Purchaser: T-Rex Oil, Inc.


 




By:
_/s/ Donald Walford_______________


Name:
Donald Walford


Title:
 CEO