exhibit10_6.htm


    SHARE
PURCHASE AGREEMENT

    


    THIS SHARE PURCHASE AGREEMENT
dated as of the 20th day of
November, 2008,

    


    BETWEEN:

    


    PIONEER EXPLORATION INC., a
Nevada company with an office located at 202 - 700 West Pender Street,
Vancouver, British Columbia, V6C 1G8, Canada

    


    (the
“Purchaser”)

    


    AND:

    
      	
               
      

            	
              SCOTT MACLEOD, a
      businessman of 102 Aberdeen Road, 1287 RR1, Pleasantville, Nova Scotia,
      V0R 1Z0

            


    

    


    (the “Shareholder”)

    


    WHEREAS:

    


    A.           The
Shareholder is the registered and beneficial owner of 75,000 free trading common
shares in the capital of Macallan Oil & Gas Inc. (the “Shares”);

    


    B.           The
Shareholder wishes to sell, and the Purchaser wishes to purchase, the Shares
pursuant to the terms and conditions of this agreement;

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of $1.00 and other good and
valuable consideration paid by each party to the other, the receipt and
sufficiency of which are acknowledged, the parties covenant and agree as
follows:

    


    
      	
              1.  

            	
              The
      Shareholder agrees to sell and the Purchaser agrees to purchase the Shares
      for and at a price of CDN$56,250 at the date of this agreement (the “Purchase
      Price”).

            


    

    


     

    
      	
              2.  

            	
              The
      Purchase Price will be paid as
follows:

            


    

    


     

    
      	
              a.  

            	
              the
      initial payment of CDN$11,700 to be paid within 10 days of the date of
      this agreement;

            


    

    


     

    
      	
              b.  

            	
              the
      second payment in the amount of CDN$14,850 to be paid within 60 days of
      the date of this agreement;

            


    

    


     

    
      	
              c.  

            	
              the
      third payment in the amount of CDN$14,850 to be paid within 120 days of
      the date of this agreement; and

            


    

    


    
      	
              d.  

            	
              the
      fourth and final payment in the amount of CDN$14,850 to be paid within 180
      days of the date of this agreement.

            


    

     

     

    
      
         

      

      
        Page
- 1

        
          

        

      

      
         

      

    

     

     

    
      	
              3.  

            	
              The
      Shareholder represents and warrants to the Purchaser
  that:

            


    

    


     

    
      	
              a.  

            	
              The
      Shareholder owns the Shares as the legal and beneficial owner thereof,
      free of all liens, claims, charges and encumbrances of every nature and
      kind whatsoever.  The Shares are fully paid and non-assessable
      and the Shareholder has due and sufficient right and authority to enter
      into this agreement and to transfer the legal and beneficial title and
      ownership of the Shares to the
Purchaser.

            


    

    


     

    
      	
              b.  

            	
              No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of the Shares, with the
      exception of this agreement.

            


    

    


     

    
      	
              c.  

            	
              There
      are no actions, suits, claims, trials, demands, investigations,
      arbitrations or other proceedings (whether or not purportedly against or
      on behalf of the Shareholder) pending or, to the knowledge of the
      Shareholder, threatened with respect to or in any manner affecting the
      Shares, which form part of this
agreement.

            


    

    


     

    
      	
              d.  

            	
              The
      Shareholder is a resident of Canada within the meaning of the Income Tax Act
      (Canada).

            


    

    


     

    
      	
              4.  

            	
              The
      Purchaser covenants that if the Purchaser raises CDN$250,000 or more at
      any one time and the Purchaser receives a written demand from the
      Shareholder for payment of the Purchase Price in full that it will pay out
      any outstanding payments on the Purchase Price within 10 days of receipt
      of the written demand.

            


    

    


     

    
      	
              5.  

            	
              The
      effective date of sale and purchase of the Shares will be the date on
      which the full amount of the Purchase Price is paid (the “Closing”).

            


    

    


     

    
      	
              6.  

            	
              At
      the Closing,

            


    

    


     

    
      	
              a.  

            	
              the
      Shareholder will deliver to the Purchaser the share certificates, duly
      endorsed for transfer, representing the Shares;
  and

            


    

    


     

    
      	
              b.  

            	
              the
      Purchaser will deliver to the Shareholder the final and full payment of
      the Purchase Price.

            


    

    


     

    
      	
              7.  

            	
              The
      Shareholder agrees to indemnify and save harmless the Purchaser from and
      against all claims, actions and suits and from and against all
      liabilities, losses, damages, costs, charges, counsel fees and other
      expenses of every nature, arising out of or in connection with all matters
      whatsoever which arise from any breach of this agreement or any
      representation, warranty or covenant contained herein by or on the part of
      the Shareholder.

            


    

     

     

    
      
         

      

      
        Page
- 2

        
          

        

      

      
         

      

    

    
 

     

    
      	
              8.  

            	
              The
      Shareholder will allow any default under this agreement to be cured by the
      Purchaser within 30 days of the Purchaser receiving a notice of default
      from the Shareholder.

            


    

    


    
      	
              9.  

            	
              Any
      notice that must be given or delivered under this agreement must be in
      writing and delivered by hand to the address or transmitted by fax to the
      party and is deemed to have been received when it is delivered by hand or
      transmitted by fax unless the delivery or transmission is made after 4:00
      p.m. or on a non-business day where it is received, in which case it is
      deemed to have been delivered or transmitted on the next business
      day.  Any payments of money must be delivered by hand or wired
      as instructed in writing by the receiving party.  Any delivery
      other than a written notice or money must be made by hand at the receiving
      party’s address.

            


    

    


     

    
      	
              10.  

            	
              This
      agreement will enure to the benefit of and will be binding upon the
      parties and their respective successors and
  assigns.

            


    

    


     

    
      	
              11.  

            	
              Time
      will be of the essence of this
agreement.

            


    

    


     

    
      	
              12.  

            	
              This
      agreement constitutes the entire agreement between the parties and
      supersedes all previous communications, representations and agreements,
      whether oral or written, between the parties with respect to the subject
      matter of this agreement.

            


    

    


     

    
      	
              13.  

            	
              The
      parties will sign such further assurances and other documents and
      instruments and do such further and other things as may be necessary to
      implement and carry out the intent of the
  agreement.

            


    

    


     

    
      	
              14.  

            	
              This
      agreement may be signed in counterparts and delivered to the parties by
      fax, and the counterparts together are deemed to be one original
      document.

            


    

    


    


    IN WITNESS WHEREOF the parties
have signed this Share Purchase Agreement as of the day and year first above
written.

    


    


    Pioneer
Exploration Inc.

    


    Per:           /s/
Tom Brady

    


    


    Authorized
Signatory

    


    


    


    /s/ Scott Macleod

    


    


      Scott
Macleod