Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


by and between


 


HANOVER GOLD COMPANY, INC.,


as Buyer,


 


and


 


ROCK ENERGY PARTNERS L.P.,


as Seller


 


Dated:  December 21, 2007


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I. — DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. — PURCHASE AND SALE

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Purchase and Sale

  	
  3

  
	
  2.2

  	
  Excluded Assets

  	
  3

  
	
  2.3

  	
  Assumed Liabilities

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. — PURCHASE PRICE

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Purchase Price

  	
  4

  
	
  3.2

  	
  Closing

  	
  4

  
	
  3.3

  	
  Allocation of Purchase Price

  	
  4

  
	
  3.4

  	
  Further Assurances

  	
  4

  
	
  3.5

  	
  Restrictions on Sale of Hanover Common Stock

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. — REPRESENTATIONS AND WARRANTIES OF REP 

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Organization, Qualification and Authority

  	
  5

  
	
  4.2

  	
  No Violations

  	
  5

  
	
  4.3

  	
  Real Property

  	
  5

  
	
  4.4

  	
  Personal Property

  	
  5

  
	
  4.5

  	
  Contracts

  	
  5

  
	
  4.6

  	
  Litigation

  	
  5

  
	
  4.7

  	
  Broker’s or Finder’s Fee

  	
  6

  
	
  4.8

  	
  Insurance

  	
  6

  
	
  4.9

  	
  Tax Returns; Taxes

  	
  6

  
	
  4.10

  	
  Affiliate Interests

  	
  6

  
	
  4.11

  	
  No Omissions or Misstatements

  	
  6

  
	
  4.12

  	
  Financial Statements

  	
  6

  
	
  4.13

  	
  Absence of Changes

  	
  7

  
	
  4.14

  	
  Absence of Undisclosed Liabilities

  	
  7

  
	
  4.15

  	
  Trade Names and Rights

  	
  7

  
	
  4.16

  	
  Compliance with Laws

  	
  7

  
	
  4.17

  	
  Authority

  	
  7

  
	
  4.18

  	
  Full Disclosure

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. — REPRESENTATIONS  AND WARRANTIES OF HANOVER

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Organization

  	
  7

  
	
  5.2

  	
  Capital

  	
  7

  
	
  5.3

  	
  Subsidiaries

  	
  8

  
	
  5.4

  	
  Directors and Officers

  	
  8

  
	
  5.5

  	
  Financial Statements

  	
  8

  
	
  5.6

  	
  Absence of Changes

  	
  8

  
	
  5.7

  	
  Absence of Undisclosed Liabilities

  	
  8

  
	
  5.8

  	
  Tax Returns

  	
  8

  
	
  5.9

  	
  Investigation of Financial Condition

  	
  8

  
	
  5.10

  	
  Intellectual Property Rights

  	
  8

  
	
  5.11

  	
  Compliance with Laws

  	
  9

  
				



 


i

















 


	
   

  	
   

  	
  Page

  
	
  5.12

  	
  Litigation

  	
  9

  
	
  5.13

  	
  Authority

  	
  9

  
	
  5.14

  	
  Ability to Carry Out Obligations

  	
  9

  
	
  5.15

  	
  Full Disclosure

  	
  9

  
	
  5.16

  	
  Assets

  	
  9

  
	
  5.17

  	
  Material Contracts

  	
  9

  
	
  5.18

  	
  Trading Status

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. — CONDITIONS TO CLOSING 

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Conditions to Closing

  	
  9

  
	
  6.2

  	
  Closing Date

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. — INDEMNIFICATION

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Indemnification

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. — COVENANTS SURVIVING THE CLOSING

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Officers and Directors

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. — MISCELLANEOUS

  	
  10

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Publicity

  	
  10

  
	
  9.2

  	
  Entire Agreement

  	
  11

  
	
  9.3

  	
  Notices

  	
  11

  
	
  9.4

  	
  Non-Assignable Assets

  	
  11

  
	
  9.5

  	
  Waivers and Amendments

  	
  12

  
	
  9.6

  	
  Survival

  	
  12

  
	
  9.7

  	
  Counterparts

  	
  12

  
	
  9.8

  	
  Governing Law; Severability

  	
  12

  
	
  9.9

  	
  Assignment

  	
  12

  
	
  9.10

  	
  Negotiated Agreement

  	
  12

  
	
  9.11

  	
  Expenses; Taxes

  	
  12

  
	
  9.12

  	
  Headings

  	
  12

  
	
  9.13

  	
  Consulting Fees

  	
  13

  



 


SCHEDULES


 


Schedule 2.1(a)                     Assets and Liabilities


Schedule 2.1(b)                     Leases and Working Interests of
REP


Schedule 4.1                          Unit
Holders of REP


Schedule 4.5                          Material
Contracts of REP


 


ii

















 


ASSET PURCHASE AGREEMENT


 


ASSET PURCHASE AGREEMENT (“Agreement”)
dated December 21, 2007 (the “Effective Date”) by and among Hanover Gold
Company, Inc., a Delaware corporation (“Hanover”), and Rock Energy
Partners L.P. (“REP”), a Delaware limited partnership.


 


R
E C I T A L S:


 


WHEREAS, REP is in the oil
and gas exploration, development and drilling business (the “Business”);


 


WHEREAS, except for the
Excluded Assets (as defined below), REP desires to sell and transfer the Assets
(as defined below) of REP to Hanover, and Hanover desires to purchase the
Assets from REP, subject to the terms and conditions set forth in this
Agreement.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained in this Agreement
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound
hereby, agree as follows:


 


Article I.  Definitions


 


1.1           Definitions.  For purposes of this Agreement, the following
terms shall have the respective meanings set forth below:


 


“Affiliate” of any
specified Person means (i) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person and (ii) any 5% stockholder or member of such
Person.  For purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Agreement” means
this Agreement and includes all of the schedules annexed hereto.


 


“Allocation” has the
meaning set forth in Section 3.3.


 


“Assets” has the
meaning set forth in Section 2.1, and further described on Schedules 2.1(a) and
2.1(b).


 


“Assignments” means
assignments of all oil and gas leases, drilling contracts and any other
assignments, transfers or conveyances required to transfer the Assets of REP to
Hanover.


 


“Assumed Liabilities”
has the meaning set forth in Section 2.3.


 


“Business” has the
meaning set forth in the recitals to this Agreement.


 


1

















 


“Closing” means the
closing of the purchase and sale of the Assets contemplated by this Agreement.


 


“Closing Date” means
the date of Closing as agreed upon by Hanover and REP.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Effective Date”
means the date hereof.


 


“Encumbrance” means
any lien, charge, security interest, mortgage, pledge or other encumbrance of
any nature whatsoever.


 


“Excluded Assets”
There are no excluded assets under the terms of this Agreement.


 


“Excluded Liabilities”
means any liabilities and obligations of REP not assumed by  Hanover under the Agreement.


 


“Financial Statements”  means the audited and unaudited financial
statements of REP and Hanover, as the case may be, including balance sheets,
statements of operations, statements of stockholders’ equity, statements of
cash flow and footnotes, all in the form required by generally accepted
accounting principles (“GAAP”).


 


“Hanover Common Stock”
is the common stock of Hanover and has the meaning set forth in Section 3.1.


 


“Losses” means any
and all out-of-pocket damages, costs, liabilities, losses (including
consequential losses), judgments, penalties, fines, expenses or other costs,
including reasonable attorney’s fees.


 


“Material Adverse Effect”
means a material adverse effect on either (i) the assets, operations,
personnel, condition (financial or otherwise) or prospects of  REP, taken as a whole, or (ii) any of
REP’s or Hanover’s (as applicable) ability to consummate the transactions
contemplated hereby.


 


“Person” means any
individual, partnership, limited liability company, limited liability
partnership, corporation, association, joint stock company, trust, joint
venture, unincorporated organization, governmental entity (or any department,
agency or political subdivision thereof) or any other type of legal entity.


 


 “Purchase Price” has the meaning set
forth in Section 3.1.


 


“Tax” means any
federal, state, local or foreign income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits,
capital gain, intangible, environmental (pursuant to Section 59A of the
Code or otherwise), custom duties, capital stock, franchise, employee’s income
withholding, foreign withholding, social security (or its equivalent),
unemployment, disability, real property, personal property, sales, use,
transfer, value added, registration, alternative or add-on minimum, estimated
or other tax, including any interest, penalties or additions to tax in respect
of the foregoing, whether disputed or not, and any 


 


2

















 


obligation
to indemnify, assume or succeed to the liability of any other Person in respect
of the foregoing.


 


“Tax Return” means
any return, declaration, report, claim for refund, or information return or
statement relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.


 


Article II.  Purchase and Sale


 


2.1           Purchase and Sale.  Subject to Section 2.2, REP agrees to
sell, transfer, assign, convey and deliver to Hanover, and Hanover agrees to
purchase from REP all of the Assets of REP of whatever kind and nature, whether
real or personal, except the Excluded Assets. 
All such Assets, excluding oil and gas interests and working interests,
are set forth and described on Schedule 2.1(a) attached hereto
and incorporated by this reference and all oil and gas leases and the SMP
working interest are attached hereto as Schedule 2.1(b) (collectively,
the “Assets”), free and clear of all Encumbrances.  The Assets include, but are not limited to,
an aggregate of 100% oil and gas leases covering REP’s interests in its Garwood
Project in Colorado County, Texas, its Ala Blanca Project in Starr County,
Texas and its 3.326% interest and options to purchase an additional 16.674%
aggregate working interests in certain Santa Barbara County, California oil and
gas leases held by Santa Maria Pacific, LLC (“SMP’).  Subsequent to the Closing and the issuance of
the shares in accordance with this Asset Purchase Agreement, the parties agree
that the newly composed Board of Directors of Hanover shall, in a timely
manner, propose and recommend to the shareholders of Hanover a reverse stock
split no greater than one for eight (1 for 8) which stock split will result in
a reduction of the total issued and outstanding shares of the company and in
further consideration for said Asset sale, Rocky V. Emery, in his individual
capacity and as Chief Executive Officer of 4 R Oil and Gas, does hereby agree
to vote his shares of Hanover and any additional shares he may control as an
Officer or Director of any entity in favor of the above-referenced stock split.


 


	
   

  	
   

  	
   

  	
   

  	
  /s/ Rocky V. Emery

  
	
   

  	
   

  	
   

  	
   

  	
  Rocky V. Emery, individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ROCK ENERGY PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rocky V. Emery

  
	
   

  	
   

  	
   

  	
   

  	
  Rocky V. Emery, Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
  Of 4 R Oil and Gas, the General Partner of

  
	
   

  	
   

  	
   

  	
   

  	
  Rock Energy Partners L.P.

  
							



 


2.2           Excluded Assets.  REP is selling and Hanover is purchasing or
assuming all of the Assets of REP, and 
Hanover will have all right, title, and interest with respect to all the
Assets.


 


2.3           Assumed Liabilities.  Hanover will assume all liabilities of REP,
known  contingent or matured as set forth
in Schedule 2.3.


 


3

















 


Article III.  Purchase Price


 


3.1           Purchase Price.  In consideration of the sale and transfer of
the Assets and the assumption of Liabilities as set forth in Schedule 2.3, on
the Closing Date, Hanover shall issue to REP an aggregate of 434,998,793
shares of
newly-issued, restricted common stock, $.0001 par value, of Hanover (“Hanover
Common Stock”).  Hanover shall also
issue to each of Weston Capital Quest Corporation, or its assigns, and Source
Capital Group, or its assigns, consulting fees of 14,986,068 shares of Hanover
Common Stock.


 


3.2           Closing.  The Closing shall take place on the Closing
Date at the offices of Hanover, or at such other place or at such other time as
Hanover and REP shall agree.  The parties
agree that in the event they do not meet physically to close this transaction
that faxed, scanned and couriered executed documents shall be acceptable to
close this transaction.  On the Closing
Date, and before the stock issuances set forth in Section 3.1 above,
Hanover shall have 35,029,071 shares of its common stock outstanding.


 


3.3           Allocation of Purchase Price.  The Purchase Price shall be allocated among
the Assets in the manner set forth in Schedule 3.3 in accordance
with Section 1060 of the Code (the “Allocation”).  Hanover and REP agree that the Allocation
shall be used by them for all purposes including Tax, reimbursement and other
purposes.  Hanover and REP agree that
they will report the transaction completed pursuant to this Agreement in
accordance with the Allocation, including reporting on IRS Form 8594, and
that no such party will take a position inconsistent with the Allocation.


 


3.4           Further Assurances.  From time to time after the Closing, the
parties agree to cooperate and to execute and deliver such instruments of sale,
transfer, conveyance, assignment and delivery, and such consents, assurances,
powers of attorney and other instruments as may be reasonably requested by one
or more of the other parties or its counsel in order to vest in Hanover all
right, title and interest of REP in and to the Assets and otherwise in order to
carry out the purpose and intent of this Agreement.


 


3.5           Restrictions on Sale of Hanover
Common Stock.  The following
shareholders of Hanover will execute lock up agreements covering all of their
Hanover Common Stock. The lock up will prohibit the holders from selling any of
their shares of Hanover Common Stock for three months following the Closing
Date.  Thereafter, sales shall  be limited to 5%, 10%, and 20% of the holder’
shares for each of the  three succeeding
three month periods, respectively. 
Thereafter, there shall be no further restrictions on resales.


 


	
  Terrence J. Dunne

  	
  President, Chief Financial Officer and Director

  
	
  Paul E. Fredericks

  	
  Vice President and Director

  
	
  Daniel McKinney

  	
  Secretary and Director

  
	
  Hobart Teneff

  	
  Director

  



 


Article IV.  Representations and Warranties of REP


 


As a material inducement to
Hanover to enter into this Agreement and to consummate the transactions
contemplated hereby, REP represents and warrants to Hanover as follows:


 


4

















 


4.1           Organization, Qualification and
Authority.  REP is a limited
partnership duly organized and validly
existing under the laws of the State of Delaware, and is in good standing and
duly qualified to do business as a limited partnership in all jurisdictions
where the operation of its respective business or the ownership of its
respective properties make such qualification necessary.  REP has full power and authority to own,
lease and operate its facilities and assets as presently owned, leased and
operated, and to carry on its business as now being conducted.  REP owns no capital stock, security, interest
or other right, or any option or warrant convertible into the same, of any
Person.  There are approximately 200
limited partnership interest holders of REP as of the date hereof.  4 R Oil and Gas, LLC is the general partner
of REP.  REP has the full right, power
and authority to execute, deliver and carry out the terms of this Agreement and
all documents and agreements necessary to give effect to the provisions of this
Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and consummation of
this Agreement, and all other agreements and documents executed in connection
herewith by REP, have been duly authorized by all necessary action on the part
of REP.  No other action, consent or
approval on the part of REP or any other Person or entity is necessary to
authorize REP’s due and valid execution, delivery and consummation of this
Agreement and all other agreements and documents executed in connection
herewith.  This Agreement and all other
agreements and documents executed in connection herewith by REP, upon due
execution and delivery thereof, shall constitute the valid and binding
obligations of REP, enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally and by general principles of equity.


 


4.2           No Violations. 
The execution and delivery of this Agreement and the performance by REP
of its obligations hereunder, to the best knowledge of REP (i) do not and
will not conflict with or violate any provision of REP’s limited partnership
agreement, or similar organizational documents of REP, and (ii) do not and
will not (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the
creation of any Encumbrance upon the capital stock or assets of REP pursuant
to, (d) give any third party the right to modify, terminate or accelerate
any obligation under, (e) result in a violation of, or (f) require
any authorization, consent, approval, exemption or other action by or notice to
any court or administrative, arbitration or governmental body or other third
party pursuant to, any law, statute, rule or regulation or any contract,
judgment or decree to which REP is subject or by which any of its assets are
bound.


 


4.3           Real Property.  REP does not own real property.  All mineral leases and working interest
agreements of REP are included in Schedule 2.1(b).


 


4.4           Personal Property.  REP has good and marketable title to the
Assets free and clear of all Encumbrances.


 


4.5           Contracts.  Schedule 4.5 contains a list of all of
REP’s material contracts excluding oil and gas leases and working interest
agreements.


 


4.6           Litigation.  REP has not received notice of any violation
of any law, rule, regulation, ordinance or order of any court or federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality (including, without limitation, legislation and
regulations applicable to environmental protection, civil rights, public health
and 


 


5

















 


safety and occupational
health).  There are no lawsuits,
proceedings, actions, arbitrations, governmental investigations, claims,
inquiries or proceedings pending or, to REP’s knowledge, threatened involving
REP or any of the Assets or the Business, and no reasonable basis exists for
the bringing of any such claim.


 


4.7           Broker’s or Finder’s Fee.  REP has not employed nor is it liable for the
payment of any fee to, any finder, broker, consultant or similar person in
connection with the transactions contemplated under this Agreement, except as
set forth in Section 9.13, below.


 


4.8           Insurance.  REP has in effect and have continuously
maintained insurance coverage for all of its operations, personnel and assets,
and for the Assets and the Business.  REP
is not in default or breach with respect to any provision contained in any such
insurance policies, nor has REP failed to give any notice or to present any
claim thereunder in due and timely fashion.


 


4.9           Tax Returns; Taxes.  REP has filed or will timely file all
federal, state and local Tax Returns and Tax reports required by such
authorities to be filed through December 31, 2006.  REP has paid all Taxes, assessments,
governmental charges, penalties, interest and fines due or claimed to be due by
any federal, state or local authority through the Closing Date.  There is no pending Tax examination or audit
of, nor any action, suit, investigation or claim asserted or, to REP’s
knowledge, threatened against REP by any federal, state or local authority; and
REP has not been granted any extension of the limitation period applicable to
any Tax claims.  All Taxes, assessments,
governmental charges, penalties, interest and fines due or claimed to be due by
any federal, state or local authority prior to or after the Closing Date by REP
shall be the responsibility of REP and shall be paid by REP.


 


4.10         Affiliate Interests.  REP is not a party to any transaction with
any Person or Affiliate that establishes any right or interest in any of the
Assets.


 


4.11         No Omissions or Misstatements.  None of the information included in this Agreement
and schedules hereto, or other documents furnished or to be furnished by REP,
or any of its representatives, contains any untrue statement of a material fact
or is misleading in any material respect or omits to state any material fact
necessary in order to make any of the statements herein or therein not
misleading in light of the circumstances in which they were made.  Copies of all documents referred to in any
schedule hereto have been delivered or made available to Hanover and
constitute true, correct and complete copies thereof and include all
amendments, schedules, appendices, supplements or modifications thereto or
waivers thereunder.


 


4.12         Financial Statements.  REP has provided its audited financial
statements for the years ended December 31, 2005 and 2006 and its
unaudited statements for the nine months ended September 30, 2006 and 2007
(“REP Financial Statements”) as a part of the Hanover Form 8-K (“Form 8-K”)
to be filed with the SEC within four days from the Closing Date.  The Form 8-K is incorporated herein by
this reference. The REP Financial Statements have been prepared in
accordance with generally accepted accounting principles and practices
consistently followed by REP throughout the periods indicated, and fairly
present the financial position of REP as of the date of the balance sheets
included in the REP Financial Statements and the results 


 


6

















 


of
operations for the periods indicated. 
There are no material omissions or non-disclosures in the REP Financial
Statements.


 


4.13         Absence of Changes.  Since September 30, 2007, there has not
been any change in the financial condition or operations of REP, except for
changes in the ordinary course of business, which changes have not in the
aggregate has a Material Adverse Effect upon the Business or operations of REP.


 


4.14         Absence of Undisclosed Liabilities.  As of the date hereof and the Closing Date,
each of REP did not and will not have any material debt, liability or
obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, that is not reflected in its September 30,
2007 financial statements.


 


4.15         Trade Names and Rights.  REP holds all necessary trademarks, service
marks, trade names, copyrights, patents and proprietary information and other
rights necessary or material to its business as now conducted or proposed to be
conducted.


 


4.16         Compliance with Laws.  REP has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
affecting its properties and the operation of its business where the failure to
comply or any violation would have a Material Adverse Effect on it.


 


4.17         Authority.  REP has full power and authority to execute,
deliver and perform this Agreement, and this Agreement is a legal, valid and
binding obligation of REP and is enforceable in accordance with its terms and
conditions.  REP has obtained or will
obtain the approval of this Agreement by its limited partnership interest
holders prior to Closing.


 


4.18         Full Disclosure.  None of the representations and warranties
made by REP herein or in any exhibit, certificate, schedule or memorandum
furnished or to be furnished by REP, or on its behalf, contains or will contain
any untrue statement of material fact or omit any material fact the omission of
which would be misleading.


 


Article V.  Representations and Warranties of Hanover


 


                Hanover represents and warrants to REP that:


 


5.1           Organization. Hanover is a
corporation duly organized, validly existing and in good standing under the
laws of Delaware, has all necessary corporate powers to carry on its business,
and is duly qualified to do business and is in good standing in each of the
states where its business requires qualification.


 


                5.2           Capital. The authorized capital
stock of Hanover currently consists of 500,000,000 shares of $.0001 par value
common stock, of which 35,029,071 shares of common stock are issued and
outstanding, and 10,000,000 shares of $.001 par value preferred stock, none of
which are outstanding.  There shall be
35,029,071shares of common stock outstanding on the Closing Date.  All of Hanover’s outstanding securities are
duly and validly issued, fully paid and non-assessable. There are no
outstanding subscriptions, rights, warrants, debentures, instruments,
convertible securities or other agreements or commitments obligating Hanover to
issue any 


 


7

















 


additional shares of its
capital stock of any class.  There is
outstanding 150,000 options at an exercise price of $0.125 which expire on June 1,
2009.


 


                5.3           Subsidiaries. Hanover does not
have any subsidiaries or own any interest in any other enterprise.


 


                5.4           Directors and
Officers. The officers and directors of Hanover are as follows:


 


	
  Terrence J. Dunne

  	
  President, Chief Financial Officer and Director

  
	
  Paul E. Fredericks

  	
  Vice President and Director

  
	
  Daniel McKinney

  	
  Secretary and Director

  
	
  Hobart Teneff

  	
  Director

  



 


                5.5           Financial Statements. Hanover has
filed a Form 10-KSB for the years ended December 31, 2005 and 2006
and the a Form 10-QSB for the nine months ended September 30, 2006
and 2007 (the financial statements contained therein are referred to as the “Hanover
Financial Statements”).  The Hanover
Financial Statements have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Hanover throughout
the periods indicated, and fairly present the financial position of Hanover as
of the date of the balance sheets included in the Hanover Financial Statements
and the results of operations for the periods indicated.  There are no material omissions or
non-disclosures in the Hanover Financial Statements.


 


                5.6           Absence of
Changes. Since September 30, 2007, there has not been any
material change in the financial condition or operations of Hanover, except as
contemplated by this Agreement.


 


                5.7           Absence of Undisclosed Liabilities.
As of September 30, 2007, Hanover did not have any material debt,
liability or obligation of any nature, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, that is not reflected in the
Hanover Financial Statements.


 


                5.8           Tax Returns. Within the times and
in the manner prescribed by law, Hanover has filed all federal, state and local
tax returns required by law and has paid all taxes, assessments and penalties
due and payable.


 


                5.9           Investigation of Financial Condition.
Without in any manner reducing or otherwise mitigating the representations
contained herein, REP, its legal counsel and accountants shall have the
opportunity to meet with Hanover’s accountants and attorneys to discuss the
financial condition of Hanover.  Hanover
shall make available to REP all books and records of Hanover.


 


                5.10         Intellectual Property Rights.
Hanover does not have any patents, trademarks, service marks, trade names,
copyrights or other intellectual property rights.


 


8

















 


                5.11         Compliance with
Laws. Hanover has complied with, and is not in violation of,
applicable federal, state or local statutes, laws or regulations including
federal and state securities laws.


 


                5.12         Litigation. Hanover is not a
defendant in any suit, action, arbitration, or legal, administrative or other
proceeding, or governmental investigation which is pending or, to the best
knowledge of Hanover, threatened against or affecting Hanover or its business,
assets or financial condition.  Hanover
is not in default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or instrumentality
applicable to it.  Hanover is not engaged
in any material litigation to recover monies due to it.


 


                5.13         Authority.
The Board of Directors of Hanover has authorized the execution of this
Agreement and the transactions contemplated herein, and Hanover has full power
and authority to execute, deliver and perform this Agreement, and this
Agreement is the legal, valid and binding obligation of Hanover, and is
enforceable in accordance with its terms and conditions.


 


                5.14         Ability to Carry
Out Obligations. The execution and delivery of this Agreement by
Hanover and the performance by Hanover of its obligations hereunder will not
cause, constitute or conflict with or result in (a) any breach or
violation of any of the provisions of or constitute a default under any
license, indenture, mortgage, instrument, article of incorporation, bylaw or
other agreement or instrument to which Hanover is a party, or by which it may
be bound, nor will any consents or authorization of any party other than those
hereto be required, (b) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Hanover, or (c) an event that would
result in the creation or imposition of any lien, charge or encumbrance on any
asset of Hanover.


 


                5.15         Full Disclosure. None of the
representations and warranties made by Hanover herein, or in any exhibit,
certificate or memorandum furnished or to be furnished by Hanover or on its
behalf, contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading.


 


                5.16         Assets.  On the
Closing Date, Hanover shall have approximately $600,000 cash and no other
assets or liabilities.


 


                5.17         Material Contracts.  Hanover has no material contracts.


 


                5.18         Trading Status. 
Hanover’s common stock is listed for quotation on the Electronic
Bulletin Board.


 


Article VI.  Conditions to Closing


 


                6.1           Conditions to Closing.  The following conditions must be satisfied by
REP prior to Closing:


 


9

















 


                (a)           REP shall provide full and complete
audited financial statements pursuant to GAAP for the calendar years ended December 31,
2005 and 2006 and unaudited financial statements for the nine month periods
ended September 30, 2006 and 2007.


 


                (b)           The Agreement shall have been
approved by the limited partner interest holders of REP and by the Board of
Directors of Hanover.


 


6.2           Closing Date.  The Closing Date shall be on or before December
27, 2007.


 


Article VII.  Indemnification


 


7.1           Indemnification.


 


(a)           By REP.  REP shall indemnify and hold harmless
Hanover, and its officers, directors, shareholders, employees, Affiliates and
agents, at all times from and after the Closing Date, against and in respect of
Losses arising from: (i) any breach of any of the representations or
warranties made by REP in this Agreement (without regard to any materiality
qualification contained in any such representation or warranty); (ii) any
breach of the covenants and agreements made by REP in this Agreement or any
exhibit hereto delivered by REP in connection with the Closing; (iii) any
Excluded Liabilities; (iv) any Excluded Assets; and (v) any failure
to comply with bulk sales laws or similar laws.


 


(b)           By Hanover.  Hanover shall indemnify and hold harmless REP
and its interest holders, Affiliates and agents at all times from and after the
Closing Date against and in respect of Losses arising from or relating to: (i) any
breach of any of the representations or warranties made by Hanover in this
Agreement (without regard to any materiality qualification contained in any
such representation or warranty); (ii) any breach of the covenants and
agreements made by Hanover in this Agreement or any exhibit hereto delivered by
Hanover in connection with the Closing; and (iii) the ownership of the
Assets and operation of the Business after the Closing Date.


 


(c)           Limitation.  Notwithstanding anything else contained
herein to the contrary, any claim for indemnification by a party under this
Agreement must be made within the applicable statute of limitations period
following the Closing Date.


 


Article VIII.  Covenants Surviving the Closing


 


                The
following covenant will survive the Closing:


 


8.1           Officers and Directors.  On the Closing Date, the four directors of
Hanover shall elect four additional directors selected by REP to Hanover’s
Board of Directors.


 


Article IX.  Miscellaneous


 


9.1           Publicity.  No press release or other public announcement
concerning this Agreement or the transactions contemplated hereby shall be made
without the written approval of REP and Hanover.


 


10

















 


9.2           Entire Agreement.  This Agreement and the schedules delivered in
connection herewith constitute the entire agreement of the parties with respect
to the subject matter hereof, and supercedes all other agreements between the
parties.  The representations,
warranties, covenants and agreements set forth in this Agreement and in the
schedules delivered pursuant hereto constitute all the representations,
warranties, covenants and agreements of the parties hereto and upon which the
parties have relied, and except as specifically provided herein, no change,
modification, amendment, addition or termination of this Agreement or any part
thereof shall be valid unless in writing and signed by or on behalf of the
party to be charged therewith.


 


9.3           Notices.  Any and all notices or other communications
or deliveries required or permitted to be given or made pursuant to any of the
provisions of this Agreement shall be deemed to have been duly given or made
for all purposes if (i) hand delivered, (ii) sent by a nationally
recognized overnight courier for next business day delivery or (iii) sent
by telephone facsimile transmission (with prompt oral confirmation of receipt)
as follows:


 


	
   

  	
  If
  to Hanover:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hanover Gold Company, Inc.

  
	
   

  	
   

  	
  601 West Main Ave., Suite 1017

  
	
   

  	
   

  	
  Spokane, WA 99201

  
	
   

  	
   

  	
  Attention: Terrence J. Dunne,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to REP:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Rock Energy Partners L.P.

  
	
   

  	
   

  	
  10375 Richmond

  
	
   

  	
   

  	
  Houston, TX 77042

  
	
   

  	
   

  	
  Attention:

  	
  Rocky V. Emery, President of 4 R Oil and Gas, LLC,

  
	
   

  	
   

  	
   

  	
  the General Partner of REP

  
					



 


or at
such other address as any party may specify by notice given to the other party
in accordance with this Section 9.3. 
The date of giving of any such notice shall be the date of hand
delivery, the business day sent by telephone facsimile, and the day after
delivery to the overnight courier service.


 


9.4           Non-Assignable Assets.  Notwithstanding anything contained in this
Agreement to the contrary, this Agreement shall not constitute an agreement to
transfer, sublease or assign any Contract if any such attempted transfer,
sublease or assignment without the consent of any third party would constitute
a breach thereof or would in any way materially and adversely affect the rights
of Hanover or the obligations of REP thereunder following the Closing.  REP shall use commercially reasonable efforts
to obtain the consent of any third party or parties to such transfer, sublease
or assignment in all cases in which such consent is required.  If any such consent is not obtained, or if an
attempted assignment would be ineffective or would materially and adversely
affect the rights of Hanover thereunder, REP, to the extent practicable, shall
perform such agreement for the account of Hanover to the extent permitted under
the terms thereof or otherwise cooperate with Hanover, at REP’s expense, in any
reasonable arrangement necessary or desirable to provide for Hanover or its
designees the benefits of any such agreement for a reasonable period of time
following the Closing, including without limitation attempting to 


 


11

















 


continue to obtain the
consent of the applicable third party enforcement for the benefit of Hanover of
any and all rights of REP against the other party thereto arising out of the
breach, termination or cancellation of such agreement by such other party or
otherwise.


 


9.5           Waivers and Amendments.  This Agreement may be amended, superseded,
canceled, renewed or extended and the terms hereof may be waived only by a
written instrument signed by the parties or, in the case of a waiver, by the
party waiving compliance.


 


9.6           Survival.  The representations, warranties and covenants
contained in Articles IV, V and VIII of this Agreement shall survive the
Closing.


 


9.7           Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.


 


9.8           Governing Law; Severability.  This Agreement shall be governed by, and
construed in accordance with the internal Laws of the State of Delaware,
without reference to the choice of law or conflicts of law principles
thereof.  The parties hereby irrevocably (a) submit
themselves to the non-exclusive jurisdiction of the Delaware state and federal
courts and (b) waive the right and hereby agree not to assert by way of
motion, as a defense or otherwise in any action, suit or other legal proceeding
brought in any such court, any claim that it, he or she is not subject to the
jurisdiction of such court, that such action, suit or proceeding is brought in
an inconvenient forum or that the venue of such action, suit or proceeding is
improper.  Each party irrevocably and
unconditionally consents to the service of any process, pleadings, notices or
other papers in a manner permitted by the notice provisions of Section 9.3.  Each party hereby irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim (whether based
on contract, tort or otherwise) arising out of or relating to this agreement or
the actions of such party in the negotiation, administration, performance and
enforcement hereof.


 


9.9           Assignment.  This Agreement shall be binding upon, and
inure to the benefit of, the parties and their respective heirs,
administrators, successors and permitted assigns.  Neither this Agreement nor any rights or
obligations hereunder shall be assignable by either party.


 


9.10         Negotiated Agreement.  The parties hereby acknowledge that the terms
and language of this Agreement were the result of negotiations among the
parties and, as a result, there shall be no presumption that any ambiguities in
this Agreement shall be resolved against any particular party.  Any controversy over construction of this
Agreement shall be decided without regard to events of authorship or
negotiation.


 


9.11         Expenses; Taxes.  Each of Hanover and REP shall bear all of
their own expenses in connection with the execution, delivery and performance
of this Agreement and the transactions contemplated hereby, including without
limitation all fees and expenses of its agents, representatives, counsel and
accountants.  Any sales, transfer or
similar taxes owing from the transfer of Assets shall be paid by REP.


 


9.12         Headings.  The headings contained in this Agreement have
been inserted for convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.


 


12

















 


9.13         Consulting Fees.  The parties acknowledge that Weston Capital
Quest Corporation (“WCQ”) and Source Capital Group (“SCG”) are each entitled to
consulting fees of 14,986,068 shares of Hanover common stock each. WCQ is also
entitled to a cash fee pursuant to its agreement with REP in the amount of
$625,000. Such agreements are attached as exhibits to the Form 8-K
incorporated herein by this reference.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Asset Purchase Agreement as of the date first
set forth above.


	
  HANOVER GOLD COMPANY, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Terrence J. Dunne

  
	
   

  	
  Terrence J. Dunne, President

  
	
   

  	
   

  
	
  ROCK ENERGY PARTNERS L.P.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rocky V. Emery

  
	
   

  	
  Rocky V. Emery, Chief Executive Officer

  of 4 R Oil and Gas, the General Partner

  of Rock Energy Partners L.P.

  
	
   

  



 


13

















 


Schedule 2.1(a)


 


Assets and Liabilities


 


Attached


 

















 


Schedule 2.1(b)


 


Leases and Working Interests of REP


 


Attached


 

















 


Schedule 4.1


 


Unit Holders of REP


 


Attached


 

















 


Schedule 4.5


 


Material Contracts of REP


 


Attached


 


A.                                   Letter dated December 11, 2007 from
Source Capital Group, Inc. to Mr. Rocky V. Emery


 


B.                                     Letter dated December 17, 2007 from
Weston Capital Quest Corporation to Rocky Emery


 


C.                                     Agreement for Consulting Services dated November 2007


 


D.                                    Non-Disclosure and Non-Circumvention
Agreement dated November 14, 2007


 


E.                                      Base Agreement dated December 1,
2007


 


F.                                      Purchase Option Agreement dated December 14,
2007


 


G.                                     Development/Earn In Agreement dated December 14,
2007


 


H.                                    Release Agreement dated December 14,
2007


 


I.                                         Assignment and Bill of Sale (Initial
Orcutt OPL Interest)


 


J.                                        Assignment and Bill of Sale (Second
Orcutt OPL Interest) dated December 1, 2007


 


K.                                    Assignment and Bill of Sale (Initial
Orcutt GTL Interest) dated December 1, 2007


 


L.                                      Assignment and Bill of Sale (Second
Orcutt GTL Interest) dated December 1, 2007


 


M.                                 Assignment and Bill of Sale (Initial
Orcutt PEL Interest) dated December 1, 2007


 


N.                                    Assignment and Bill of Sale (Second
Orcutt PEL Interest) dated December 1, 2007


 


O.                                    Substitution of Trustee and Deed of
Partial Reconveyance — Gitte Ten LLC as Trustee


 


P.                                      Substitution of Trustee and Deed of
Partial Reconveyance — Orcutt Properties LLC as Trustee


 


Q.                                    Substitution of Trustee and Deed of
Partial Reconveyance — Phoenix Energy LLC as Trustee