f8k110708ex10_ea2articoil.htm


     

     

    Exhibit
10.1

     

    ASSET
PURCHASE AGREEMENT

    


    THIS AGREEMENT made as of the
22ND day of July, 2008

    


    


    AMONG:

    


    ARCTIC
OIL & GAS CORP., a corporation incorporated pursuant to the laws of
the State of Nevada having a registered office 1785 E Sahara Ave, Suite 490 Las
Vegas, NV 89104, State of Nevada, USA.

    


    (Hereinafter
called “ARCTIC”)

    


    AND:

    STRATEGIC
NINE CORPORATION,
a corporation incorporated pursuant to the laws of State of Nevada, having a
business office at 1319 S. Orange Grove Ave, Los Angeles CA 90019.

    


    (Hereinafter
called “Strategic”)

    


    AND:

    STERLING
ENERGY TRUST (NZ), a Trust incorporated
pursuant to the laws of New Zealand, having a USA business office at 3/44
Thatcher Street, Mission Bay, Auckland, New Zealand.

    


    (Hereinafter
called “Sterling”)

    


    AND:

    LSKAVYAN
ENERGY TRUST, a
Trust incorporated pursuant to the laws of Armenia, having a business office at
433 Via Lido Soud, Newport Beach, CA 92663.

    


    (Hereinafter
called “Lskavyan”)

    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    WHEREAS:

    


     

    
      	
              A.  

            	
              On
      April 10th,
      2008, Strategic and Sterling filed a claim with the United Nations General
      Assembly and the United States of America, claiming, as a responsible oil
      and gas development agent of the “common heritage of mankind”, the sole
      and exclusive exploitation, development, marketing and extraction rights
      to the oil and gas resources of the seafloor and subsurface contained with
      the entire Outer Blake Ridge area beyond the exclusive economic zone of
      the United States (the “Outer Blake Ridge Claims”).  A copy of
      the filing is attached hereto as Schedule
“A”.

            


    

     

    
      	
              B.  

            	
              On
      April 10th
      2008, Strategic and Partners lodged an unsolicited Lease Application on
      the Inner Blake ridge area with the MMS.   A copy of the
      filing is attached hereto as Schedule
“B”.

            


    

     

    
      	
              C.  

            	
              Strategic
      and Sterling hold 46 and 31 per cent interests, respectively, in the Outer
      Blake Ridge Claims and Blake Ridge OCS Lease
  Application.

            


    

     

    
      	
              D.  

            	
              Lskavyan
      Energy Trust holds a 9% interest in the Blake Ridge OCS Lease
      Application.

            


    

     

    
      	
              E.  

            	
              ARCTIC
      wishes to purchase a thirty (30) per cent interest in the Outer Blake
      Ridge Claims and Blake Ridge OCS Lease Application, to be acquired from
      Strategic (11 per cent), Sterling (10 per cent) and Lskavyan 9
      percent.

            


    

     

    
      	
              F.  

            	
              On
      May 26th
      2008, Strategic and Sterling filed a claim with the United Nations General
      Assembly and the United States of America, claiming, as a responsible oil
      and gas development agent of the “common heritage of mankind”, the sole
      and exclusive exploitation, development, marketing and extraction rights
      to the oil and gas resources of the seafloor and subsurface contained with
      the entire Bering Sea Abyssal area beyond the exclusive economic zone of
      the United States (the “Bering Sea Abyssal Claims”).  A copy of
      the filing is attached hereto as Schedule
“B”.

            


    

     

    
      	
              G.  

            	
              ARCTIC
      wishes to purchase a thirty (30) per cent interest in the Bering Sea
      Abyssal Resources Claims to be acquired from Strategic (10 per cent),
      Sterling (20 per cent).

            


    

     

    
      	
              H.  

            	
              Sterling,
      the original Outer Blake Ridge Claims and Blake Ridge OCS Lease
      Application and Bering Sea Abyssal Claim founder, shall retain a 10%
      free-carried equity and a 3% gross production royalty, from any
      hydrocarbons produced within the Outer Blake Ridge Claims, Blake Ridge OCS
      lease application and the Bering Sea Abyssal Claim for 150 years from
      start of commercial production.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    


    NOW
THEREFORE, in consideration of
the premises and the mutual representations, warranties, covenants and
agreements provided in this Agreement, and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties hereto agree each with the others as follows:

     

    (a)

     

     

    INTERPRETATION

     

    (1)    Definitions  Whenever
used in this Agreement the following terms shall have the following meanings,
respectively:

     

    
      	
              (a)  

            	
              “Agreement”
      means this agreement and the schedules hereto as amended from time to
      time;

            


    

     

    
      	
              (b)  

            	
              “Affiliate”
      means a Subsidiary of a parent company, two Subsidiaries of the same
      parent company, or two companies controlled (de jure) by the same
      person;

            


    

     

    
      	
              (c)  

            	
               “Closing
      Date” means October 9, 2007 or such other date as may be agreed to among
      the parties;

            


    

     

    
      	
              (d)  

            	
              “Closing”
      means the closing that which will occur on the Closing
    Date;

            


    

     

    
      	
              (e)  

            	
              “ARCTIC  Shares”
      means fully voting common shares of par value $0.00001 per share in the
      common stock of ARCTIC  as constituted at the date of this
      Agreement;

            


    

     

    
      	
              (f)  

            	
              “NASDAQ”
      means the National Association of Securities Dealers of the United States
      automated securities quotation
system;

            


    

     

    
      	
              (g)  

            	
              “Party”
      and “Parties” means ARCTIC  and Strategic and any one or more of
      them, as the context may require;

            


    

     

    
      	
              (h)  

            	
               “Subsidiary”
      means a company controlled (de jure), directly or indirectly, by another
      company.

            


    

     

    (2)    Schedules  The
following are the schedules appended to and forming part of this
Agreement:

     

    
      	
               
      

            	
              Schedule
      “A”

            	
              -

            	
              Outer
      Blake Ridge Claims United Nations Filing, and Blake Ridge OCS Lease
      Application.

            
	 	 	 	 
	 	Schedule  “B” 	-	Bering
      Sea Abyssal Claim United Nations Filing.


    

                 

    


    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b)

     

    PURCHASE
OF OUTER BLAKE RIDGE CLAIMS AND BLAKE RIDGE OCS LEASE APPLICATION.

     

    (1)    Outer
Blake Ridge Claims and Blake Ridge OCS Lease Application;  In consideration of
ARCTIC delivering to Strategic 60,000,000 restricted common shares in the
capital of ARCTIC  issued from its treasury to Strategic Sterling and
Lskavyan in its own right and as agents for Strategic, Sterling and Laskavyan,
on Closing, Strategic, Sterling and Lskavyan shall collectively sell and
ARCTIC  shall purchase a thirty per cent interest in the Outer Blake
Ridge Claims and Blake Ridge OCS Lease Application.

     

    (2)    Bering
Sea Abyssal Claim; In consideration of
ARCTIC delivering to Strategic and Sterling 60,000,000 restricted common shares
in the capital of ARCTIC  issued from its treasury to Strategic in its
own right and as agents for Strategic and Sterling, on Closing, Strategic, and
Sterling shall collectively sell and ARCTIC  shall purchase a thirty
per cent interest in the Bering Sea Abyssal Claim.

     

    (3)    Deliveries
of Strategic on Closing On Closing Strategic and Sterling shall each
execute and deliver (i) a certified copy of a resolution or resolutions of the
directors of each company authorizing this Agreement; (ii) affirmative vote of
its shareholders, as required by applicable corporate or securities laws; and
(iii) such other items of documentation as counsel to the Parties and any of
them may advise and the Parties or any of them may reasonably
request.

     

    (4)    Deliveries
of ARCTIC  on Closing  On Closing
ARCTIC  shall execute and deliver (i) the
ARCTIC  Consideration; (ii) a certified copy of a resolution or
resolutions of the directors of ARCTIC  authorizing this Agreement;
(iii)  such other items or documentation as counsel to the Parties or
any of them may advise and the Parties of any of them may reasonably
request.

     

    (5)    Registration
of ARCTIC  Shares ARCTIC  shall register the
120,000,000 restricted shares and pay all costs involved in registering the
shares to make them free trading at the earliest possible date.

     

    (6)    ARCTIC to
Fund Expenditure ARCTIC shall spend the
next one million dollars on each of the the properties, then pay 35% share of
future project costs on each of the properties.

     

    (7)    Right to
Rescind Agreement if ARCTIC becomes Unable to
Operate Effectively:  Strategic has at it’s
sole discretion, the right to return the shares to ARCTIC and rescind this
agreement with no penalty within 120 days if either: (i) ARCTIC becomes
embroiled in legal disputes with shareholders or other parties. Or (2) ARCTIC
fails to secure working capital to move the project forward.

     

    


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)

     

    REPRESENTATIONS
AND WARRANTIES

     

    (1)    Representations
and Warranties of ARCTIC   ARCTIC hereby represents and
warrants to Strategic as follows:

     

    
      	
              (a)  

            	
              Organization
      ARCTIC  is a corporation duly incorporated and organized and
      validly subsisting under the laws of the State of Nevada and has all
      requisite corporate power, capacity and authority to own or lease its
      property and assets.

            


    

     

    
      	
              (b)  

            	
              Power
      and Authority ARCTIC  has all requisite corporate power,
      authority and capacity to perform the obligations of
      ARCTIC  provided in this
Agreement.

            


    

     

    
      	
              (d)  

            	
              Enforceability   This
      Agreement and all other agreements and documents required to be delivered
      by ARCTIC  pursuant to this Agreement constitute, or at the time
      of delivery of the same will constitute, legal, valid and binding
      enforceable obligations of ARCTIC .

            


    

     

    
      	
              (e)  

            	
              Authorized
      and Issued Capital The authorized capital of
      ARCTIC  consists of 500,000,000 shares of common stock, $0.00001
      par value, of which not more than 245 million common shares have been duly
      and validly issued prior to the issuance of the shares referred to in
      paragraph 2.01 and are outstanding as fully paid and non-assessable shares
      in the capital of ARCTIC, free and clear of all liens and
      encumbrances.

            


    

     

    
      	
              (f)  

            	
              NASDAQ
      Quotation  The ARCTIC  Shares are quoted for
      trading through the facilities of the PINK SHEET Network (“PINKS”) are
      selling for an average price of $0.003 cents and no cease trading or
      similar order of NASDAQ or any other securities regulatory authority has
      been made or issued and is outstanding or is threatened to be made or
      issued which prohibits or restricts or would prohibit or restrict the
      quotation of ARCTIC  Shares nor is ARCTIC  aware of
      any reason or basis for or upon which any such order or
      ruling  could be made or
issued.

            


    

     

    
      	
              (g)  

            	
              Options   No
      person has any agreement or option, or any right or privilege (whether by
      law, pre-emptive or contractual) capable of becoming an agreement or
      option, including convertible securities, warrants or convertible
      obligations of any nature, for the purchase, subscription, allotment or
      issuance of any shares or securities convertible into shares in the
      capital of ARCTIC .

            


    

     

    
      	
              (h)  

            	
              Related
      Party Transactions No undisclosed indebtedness, liability
      (including fixed or contingent liability) or contract exists, directly or
      indirectly, between any shareholder, officer or director of ARCTIC or any
      member of the families of such persons (“Related Parties”) on the one hand
      and Strategic-Sterling on the other. Sterling has not voted on the
      transaction for ARCTIC as he has an interest in
  it.

            


    

     

    
      	
              (i)  

            	
              Material
      Contracts ARCTIC is not subject to or bound by any material
      contract or commitment.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              (j)  

            	
              Litigation
      There is no action, suit, proceeding, claim or demand by any person which
      is threatened or outstanding against ARCTIC .  To the best of
      the knowledge of ARCTIC , there is no investigation by any governmental or
      other instrumentality, authority or agency pending or threatened against
      ARCTIC  and ARCTIC  knows of no valid basis for any
      such investigation. ARCTIC  is not subject to any judgment order
      or decree entered in any lawsuit or
proceeding.

            


    

     

    
      	
              (k)  

            	
              Assets  Strategic
      and Sterling  are the legal and beneficial owner of all of the
      Blake Ridge Claims and other property and assets (whether real or
      personal, tangible or intangible) now used or owned by it and Strategic
      has marketable contingent tenure over such title to all such property and
      assets free and clear of any and all claims, liens, mortgage, charges,
      security interests or other
encumbrances.

            


    

     

    
      	
              (l)  

            	
              Full
      Disclosure This Agreement does not contain any untrue statement of
      material fact or omit any statement of a material fact necessary in order
      to make the statements contained herein not misleading.  There
      is no fact known to ARCTIC  which materially adversely affects
      the business, prospects or financial condition of ARCTIC  or
      which might reasonably be expected to deter a reasonable purchaser from
      completing the transaction of purchase and sale herein contemplated which
      has not been set forth in this Agreement (other than economic conditions
      and factors applicable to business in
general).

            


    

    


    ARCTIC
hereby acknowledges and agrees that Strategic will be relying on the
representations and warranties made by ARCTIC in this Agreement in completing
the transactions provided herein.  ARCTIC  hereby agrees not
to do or cause anything to be done between the date of this Agreement and
Closing which might cause any of the foregoing representations and warranties to
be untrue at Closing.

     

    (2)    Representations
and Warranties of Strategic and Sterling  Each Company hereby
represents and warrants to ARCTIC  as follows:

     

    
      	
              (a)  

            	
              Organization
      Each Company is a corporation duly and validly incorporated and
      organized and validly subsisting under the laws of the State of Nevada
      (Sterling – New Zealand) and has all requisite corporate power, capacity
      and authority to own or lease its property and assets, and is in good
      standing in all jurisdictions in which the nature of the its business or
      the property owned or leased by it makes such qualification, licensing or
      registration necessary.

            


    

     

    
      	
              (b)  

            	
              Power
      and Authority
      Each Company has all requisite corporate power, capacity and
      authority to enter into this Agreement and to perform the obligations of
      each Company provided in this
Agreement.

            


    

     

    
      	
              (c)  

            	
              Enforceability
      This Agreement and all other agreements and documents required to be
      delivered by each Company pursuant to this Agreement constitute, or at the
      time of delivery of the same will constitute, legal, valid and binding
      enforceable obligations of each
Company.

            


    

     

    
      	
              (d)  

            	
              Compliance
      with Laws  Each Company is conducting its business in
      compliance in all material respects with all applicable laws, regulations,
      policies, ordinances, codes, orders, deficiency notices, notices of
      violation or other notices concerning its business which have been issued
      by any regulatory or other governmental department, authority or agency
      and there are no matters under discussion with any such department,
      authority or agency relating to work orders, non-compliance orders,
      deficiency notices, notices of violation or other
  notices.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)  

            	
              Outer
      Blake Ridge Claims and OCS Blake Ridge Lease Application Each
      Company is the legal and beneficial owner of the Outer Blake Ridge Claims
      and Blake Ridge OCS Lease Application in the percentage interests set out
      herein, free and clear of any and all claims, liens, mortgages, charges,
      security interests or other
encumbrances.

            


    

     

    
      	
              (f)  

            	
              Full
      Disclosure This Agreement does not contain any untrue statement of
      a material fact or omit any statement of a material fact necessary in
      order to make the statements contained herein not
      misleading.  There is no fact known to each Company which
      materially adversely affects the quality of title to the Outer Blake Ridge
      Claims or which might reasonably be expected to deter a reasonable
      purchaser from completing the transaction of purchase and sale herein
      contemplated which has not been set forth in this Agreement (other than
      economic conditions and factors applicable to business in
      general);

            


    

     

     

    (d)

     

    COVENANTS

    
 

    (1)    Covenants
of Strategic and Sterling   Each Company covenants and
agrees to provide to ARCTIC all necessary information relating to the Outer
Blake Ridge Claims and Blake Ridge OCS Lease Application, as is required from
time to time for ARCTIC  to meet its reporting requirements as a
reporting company under the Securities and Exchange Act of 1934
(U.S.).

     

     

    (e)

     

    CONDITIONS
PRECEDENT

     

    (1)    Conditions
Precedent in Favor of ARCTIC  Closing is subject to
the following conditions in favor of ARCTIC :

     

    
      	
              (a)  

            	
              All
      of the representations and warranties of Strategic, and Sterling provided
      in this Agreement shall be true and correct in all material respects as of
      the date of this Agreement and at the time of Closing as if such
      representations and warranties had been made at and with reference to the
      time of Closing;

            


    

     

    
      	
              (b)  

            	
              Strategic,
      and Sterling shall each have observed and performed all of the covenants
      and agreements provided in this Agreement which are to be observed and
      performed at or prior to Closing;

            


    

     

    
      	
              (c)  

            	
              No
      action or proceeding shall he pending or threatened by any person, firm,
      corporation, governmental authority, regulatory body or agency to enjoin,
      restrict or prohibit the transactions contemplated in this Agreement;
      and

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              There
      shall have been no material adverse change in the assets, business,
      affairs or condition of any of Strategic or Sterling as provided or
      contemplated in this Agreement.

            


    

     

    The
conditions contained in this Section are included for the exclusive benefit of
ARCTIC  and ARCTIC  shall be entitled to waive, in whole or
in part, compliance with any condition or conditions contained in this Section
if ARCTIC  sees fit to do so.

     

    (2)    Conditions
Precedent in Favor of Strategic and Sterling Closing is subject to
the following conditions precedent in favor of Strategic:

     

    
      	
              (a)  

            	
              All
      of the representations and warranties of ARCTIC  provided in
      this Agreement shall be true and correct in all material respects as of
      the date of this Agreement and at Closing as if such representations and
      warranties had been made at and with reference to
  Closing;

            


    

     

    
      	
              (b)  

            	
              ARCTIC  shall
      have observed and performed all of the covenants and agreements provided
      in this Agreement which are to be observed and performed at or prior to
      Closing;

            


    

     

    
      	
              (c)  

            	
              No
      action or proceeding shall be pending or threatened by any person, firm,
      corporation governmental authority, regulatory body or agency to enjoin,
      restrict or prohibit the transactions contemplated in this
      Agreement;

            


    

     

    
      	
              (d)  

            	
              There
      shall have been no material adverse change in the assets, business,
      affairs or condition of ARCTIC  as provided or contemplated in
      this Agreement; and

            


    

     

    
      	
              (e)  

            	
              The
      conditions contained in this Section 5.02 are included for the exclusive
      benefit of Strategic and Sterling and these companies shall be entitled to
      waive, in whole or in part, compliance with any condition or conditions
      contained in this Section if they see fit to do
  so.

            


    

     

    (3)    Non-Fulfillment
of Conditions by ARCTIC In the event that ARCTIC  is unable or
unwilling to perform, satisfy or fulfill any condition on the part of
ARCTIC  to be performed, satisfied, or fulfilled by
ARCTIC  pursuant to this Agreement, whether pursuant to Section 5.02
hereof or otherwise, Strategic shall by notice in writing to
ARCTIC  be entitled to terminate this Agreement without liability to
Strategic whether for damages, costs, fees, expenses or other
amounts.

     

    (4)    Non-Fulfillment
of Conditions by Strategic and Sterling In the event that any of
the companies are unable or unwilling to perform, satisfy or fulfill any
condition to be performed, satisfied or fulfilled pursuant to this Agreement,
ARCTIC  shall by notice in writing to each of the companies be
entitled to terminate this Agreement without liability to
ARCTIC  whether for damages, costs, fees expenses or
other amounts.

     

    (f)

     

     

    GENERAL

     

    (1)    Survival
of Representations and Warranties All representation, warranties,
covenants and agreements of the Parties hereto provided in this Agreement shall
survive Closing and not merge thereon provided that the representations and
warranties provided in this Agreement shall only survive for three years
following Closing.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    (2)    Further Assurances Each of the Parties
shall, whenever required by another Party, and at the expense of the requesting
Party, execute and deliver such further assurances as may be reasonably
requested from time to time in order to confirm or give effect to the
transactions provided or contemplated in this Agreement.

     

    (3)    Enurement
This Agreement shall enure to the benefit of and be binding upon the Parties to
this Agreement and their respective successors and assigns.  No Party
may assign this Agreement or any or its rights under or interest in this
Agreement without the consent of the others.

     

    (4)    Notices
All notices required or permitted to be given under this Agreement shall be
given in writing by personal delivery (including courier delivery) or by prepaid
registered mail or by facsimile. The address for notice to each of the Parties
shall be as follows:

     

    
      	
              (b)  

            	
              if
      to ARCTIC: Kelvin Williams, at 1785 E Sahara Ave, Suite 490 Las Vegas, NV
      89104, Tel: 323-356-7777, Fax: 323-938-0859; E-mail: unoilgas@yahoo.com

            


    

     

    
      	
              (b)  

            	
              If
      to Strategic: Peter Sterling, at 1319 s. Orange Grove Ave, Los Angeles CA
      90019.

            


    

     

    
      	
              (b)  

            	
              If
      to Sterling: Peter Sterling, at 1319 s. Orange Grove Ave, Los Angeles CA
      90019.

            


    

     

    Provided
that any Party may change its address for notice by giving written notice to the
others. Any notice shall he deemed to have been received on the date it is
received at the address for notice of the Party to whom it is addressed (or in
the case of a facsimile notice when received at the facsimile of the Party for
whom it is intended).

     

    (5)    Entire
Agreement This Agreement contains
all of the terms and conditions agreed upon between the Parties with respect to
the subject matter of this Agreement and is not subject to any oral agreement or
undertaking of any kind.

     

    (6)    Time of
the Essence Time shall be of the essence of this Agreement.

     

    (7)    Governing
Law and Attornment This Agreement and the rights and obligations of the
Parties provided herein shall be governed by and construed in accordance with
the laws of the State of Nevada, United States of America as a contract made,
executed, delivered and entered into in the State of Nevada, United States of
America.  Exclusive jurisdiction for any proceedings in relation to
this Agreement is the State of Nevada, United States of America

     

    (8)    Arbitration  Any
controversy or claim, arising under, out of, or in any way relating to this
Agreement including, without limitation, the execution, delivery, validity,
enforceability, performance, breach, discharge, interpretation or construction
of this Agreement, shall be settled by binding arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association in the
City of Las Vegas, Nevada, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Both
parties consent to jurisdiction in the City of Las Vegas, Nevada.

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


     

    


     

    EXECUTION

    IN
WITNESS WHEREOF the Parties
have caused this Agreement to be executed by their duly authorized officers in
such regard.

    


    ARCTIC OIL & GAS
CORP.

    


    


    By:                                      
  
                     


    


           KELVIN
WILLIAMS, DIRECTOR

    


     

    STRATEGIC
NINE CORPORATION.

    


    


    By:            
                          
                         


    


    
 

    STERLING
OIL AND GAS TRUST (NZ)

    


    


    By:                                                   
                


    


     

    LSKAVYAN
ENERGY TRUST

    


    By: