ASSET PURCHASE
AGREEMENT


Between


XON
Energy Resources, Inc., a Texas corporation
“Buyer”


-
and -


XON
Resources USA, LLC, a Delaware limited liability company “Seller”


THIS
ASSET PURCHASE AGREEMENT
(Agreement) is made
and entered into
as of the 21th day of July,
2015 between XON Energy Resources, Inc., a Texas corporation, (“Buyer”)
and XON Resources USA, LLC, a Delaware limited liability company (“Seller”).


WHEREAS,
Seller owns various
assets and rights
that it is
willing to sell
and transfer to Buyer,
including, specifically, Seller’s
rights and obligations
under those oil
and gas leases
by and among Seller and Betty L. Wilbur dated July 29, 2014; Seller and Betty L. Wilbur dated
July 29, 2014; Seller
and Betty L.
Wilbur dated July
29, 2014; and
Seller and Donna White
Merkel dated October 17,
2014 (collectively, the “Leases”),
and Buyer desires to
purchase those assets and rights,
all on the terms and conditions set forth in this Agreement.


NOW,
THEREFORE, the parties hereto, each in consideration of the payments and the
representations, warranties, covenants, and agreements of the other provided for or contained
herein, do hereby agree as follows:


1.                        
Closing: The closing date (the “Closing Date”) shall occur on such date as
the parties hereto shall mutually agree; provided, however, that the Closing Date shall not occur
later than July 24, 2016


 


2.                        
Transaction: Subject to the terms and conditions of this Agreement, on the
Closing Date, the
Seller shall sell,
transfer, convey,
assign and deliver
to Buyer,
and the Buyer shall purchase, acquire,
and accept from the Seller, all of its assets (the “Transferred Assets”)(the
“Transaction”). Notwithstanding the foregoing, the Buyer shall not assume any liabilities
or obligations of the Sellers and nothing herein shall be construed as imposing any liability
or obligation upon the Buyer, including, but not limited to, those specifically
provided herein:


 


		a.	All liabilities for trade accounts payable and loan and notes
payable;



 


		b.	Any liability to Seller's customers incurred by Seller in the
Ordinary Course of Business within one (1) year of the Closing Date:



 


		c.	Any liability arising
out of or
relating to products
or services of
Seller to the extent manufactured or sold prior to the Closing
Date;



  


		d.	Any liability
arising under any
contract that arises
after the Closing
Date but that arises or relates to any breach of such contract prior to closing;



  


 


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		e.	Any liability
for taxes resulting
from the operation
of the business
or the sale of the business; and



 


 


		f.	Any environmental, health and safety liabilities arising out of or relating
to the operation of Seller's business or Seller's leasing, ownership or operation
of real property.



 


3.                 
Purchase Price: In
consideration for the
sale described in
paragraph two (2) above,
and assuming that
all conditions precedent
have been satisfied,
on the Closing
Date, Buyer shall pay
to Sellers the
purchase price (“Purchase
Price”) of eight
million (8,000,000) shares of
its common stock. At
closing, the Buyer
shall deliver to
Seller, or its
nominee, one or more
stock power(s) evidencing
the Purchase Price
(by way of the
Buyer's listing of Shareholders in its Company Legend of Registered Share issuances).


 


4.                 
Conditions Precedent: Buyer’s obligation to pay the Purchase Price and to
take such other actions as may be necessary to consummate the transaction contemplated hereunder
is subject to satisfaction
of each of
the following conditions
precedent on or
before the Closing Date:


 


		a.	Buyer shall be satisfied that Seller has the ability to transfer, sell and
assign complete interest the
Transferred Assets free
and clear of
any competing claims or other encumbrances
whatsoever;



		b.	Buyer shall have applied for all licenses, permits or other
governmental requirements necessary for operating the business, and having been granted
the same; and



 


Seller's
obligation to make the sale, assignment, transfer and conveyance described in Paragraph
two (2) above and to take such other action as may be necessary to consummate the Transaction
contemplated hereunder is subject to satisfaction of each of the following conditions
on or before the Closing Date:


 


		c.	Buyer shall have available for delivery to Seller the full amount of
the Purchase Price; and



		d.	Seller shall
have received such
evidence as it
may reasonably require
that Buyer has obtained all consents and approvals necessary to enable it to
consummate the Transaction.



 


		5.	Indemnification.



 


		a.	Each party
hereto shall bear
its own costs
and expenses with
respect to the negotiation and consummation
of the Transaction; provided, however, that should either party fail to negotiate in
good faith to effect the consummation of the
Transaction, such party
shall fully indemnify
the other for
all such costs and expenses.



  


 


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		b.	Seller shall indemnify and hold harmless Buyer from and against any and
all debts, claims, liabilities, damages and obligations (and related costs and
expenses) arising out
of or in
any way related
to: (i) any
act, omission or misrepresentations
of Seller; or (ii) the Transferred Assets prior to the Closing
Date.



 


		c.	Buyer shall indemnify and hold harmless Seller from and against any and
all debts, claims, liabilities, damages and obligations (and related costs and
expenses) arising out
of or in
any way
related to: (i)
any act, omission
or misrepresentation of Buyer or any of Buyer’s officers, employees or agents;
or (ii) the Transferred Assets prior to the Closing Date.



 


 


6.                 
Due Diligence. Sellers
shall make available
to Buyer at
reasonable times upon reasonable
notice such of
its personnel and
files, records and
other documents as
Buyer shall reasonable require
in order to
confirm the representations
that have been
made by Sellers
with respect to the Transferred Assets and the assumptions upon which Buyer has based its
calculation of the Purchase
Price. In the
event that such
due diligence reveals
any material variation
from such representations and assumptions,
Buyer may elect
to: (i) terminate
its participation in
the Transaction without further
obligation to the
Sellers; or (ii)
propose an adjusted Purchase
Price and/or other modification to the Transaction that Sellers may accept or reject in its
sole discretion.


 





		7.	Seller's Representations and Warranties. Seller represents and warrants as follows:



 


a. 
Seller holds all licenses, permits, accreditations and authorizations required
to conduct the business as now conducted and Seller properly maintains all assets,


 


b. 
All inventories of Seller consist of a quality and quantity usable and salable
in the ordinary course of business;


 


		c.	Seller holds good and marketable title to the Transferred
Assets;



 


d. 
Seller has not
filed any federal,
state and local
tax returns to
be filed and
is not indebted to
any taxing authority
for failure to
pay any lawful
amounts due and owing thereon; and


 


e.   
Seller is, and
at all time
during the previous
five years, has
been in full compliance
with all laws
that are or
were applicable to
him or to
the conduct or operation of the Business
or the ownership of any of its assets, nor has  Seller received notice from any regulatory
authority that he is being investigated for any violation of the
same.


 


 





		8.	Buyer's Representations and Warranties. Buyer represents and warrants as follows:



 


a.
Buyer is
a duly qualified
to do business
and is in
good standing under
all applicable laws;


 


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b. 
This Agreement constitutes the legal, valid
and binding obligation of Buyer, under
this Agreement;


 


		c.	There are no pending proceedings that have been commenced against
Buyer



 


		d.	Neither Buyer nor any of its representatives have incurred any obligation
or



 


e.   
No representation, warranty or other statements made by Buyer in this Agreement
or otherwise in connection with the transaction contemplated herein contains any untrue
statement or omits a statement or material fact necessary to make any such representation,
warranty or statement not misleading.


 


		9.	Termination. This Agreement, by notice given prior to the Closing Date, may be terminated
where:



 


		a.	There exists a material breach of this Agreement by either
party;



 


		b.	Where either party fails to satisfy a condition of paragraphs seven (7) or
eight



(8) herein;
and


 


		c.	By mutual consent of the parties.



 


10.             
Confidentiality. Unless otherwise agreed to by Buyer, Seller shall make
no public announcement or other disclosure in any way relating to this Transaction to any
person.


 


11.             
Entire Agreement: Modification. This Agreement supersedes all prior agreement
between the parties
with respect to
its subject matter
and constitutes a
complete and exhaustive statement
of the terms
of the agreement
between the parties
with respect to
its subject matter.
This Agreement may not be amended except by a written agreement executed by the parties.


 


12.             
Severability. If any provision of this Agreement is held invalid or unenforceable
by and court of competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect.


 


13.             
Counterparts. This Agreement may be executed in one or more counterparts,
each of which
will be deemed
to be an
original copy of
this Agreement and
all of which,
when taken together, will be deemed to constitute one and the same agreement.


 


14.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas.


 


 


This space intentionally left
blank


 


 


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Exhibit
"A"


 


List
of Xon Resources USA, LLC members converted to common shares to be issued
by Xon Energy Resources, Inc.


 


 


	Shareholder List	Number of Shares
	
         

        Huntley Andrews
	
         

        5,100,000

	Nancy & Scott Little	125,000
	Horace Thomas	40,000
	Gordon R. Flewelling	150,000
	Wellington Capital Management Inc.	638,000
	Jim Muir	12,000
	Robert Dodd	125,000
	Richard Cadoret	25,000
	Frank Commisso	100,000
	Roger Bernard	12,500
	John Stavinoha	20,000
	Patrick Stavinoha	20,000
	Les Andrews	25,000
	Brian Levy	6,750
	Bryan McLellan	20,000
	Karla Perrizo	80,000
	Charles Stavinoha	25,000
	Edward Makkreel	15,000
	Steve Bowskill	105,000
	Bonnie Fries	75,000
	Thomas Calder	100,000
	leon Caldwell	725,000
	Tyler Caldwell	50,000
	Chase Caldwell	50,000
	Stephen Belford,	30,000
	Mark & Robin Thiodeau	25,000
	Dan & Kristy Fraleigh	6,250
	Robin Whale	25,000
	Bryce Eagleson	25,000
	Sophie Stavinoha	20,000
	Sasha Lutz	25,000



  


 


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	Angela Hao	45,000
	Jeff Schuetz	12,000
	Susan McLellan	25,000
	Nancy Kennedy	25,000
	Annie LaLande	25,000
	Ryan Combden	20,000
	John Felatead	10,000
	Terry Moore	12,500
	Alain Lewand	10,000
	Kurt C. Nichols 	15,000 
	TOTAL SHARES	8,000,000


 




 


 


 


 


 


 


 


 


 


 


 


 


 


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