Filed by sedaredgar.com - Pluris Energy Group Inc. - Exhibit 10.1






 

PURCHASE AND SALE AGREEMENT


            This
Purchase and Sale Agreement (the “PSA”) is dated August 28th, 2009,
and is entered into by and between Pluris Energy Group Inc., a Nevada
corporation whose address is Suite 200 –1311 Howe Street, Vancouver, British
Columbia, Canada V6Z 2P3 (“PEYG”) and GT Venture Management AG (“GTV”), a Belize
corporation whose address is 76 Dean Street, Belize City, Belize.

RECITALS


WHEREAS:


A.        PEYG wishes to
sell its interests in its two wholly owned subsidiaries, Pluris Energy Group
Inc., a British Virgin Islands corporation (“PBVI”) and Pluris Sarmiento
Petroleo SA, an Argentine corporation (“PSP”) (together referred to hereafter as
the “Subsidiaries”); 

B.        GTV wishes to
purchase PEYG’s interests in the Subsidiaries for the Purchase Price, as
hereafter defined; 

C.        By this
instrument, PEYG and GTV set forth their agreement concerning the purchase and
sale of the Subsidiaries.


AGREEMENT


In consideration of the mutual promises contained herein, PEYG
and GTV agree as follows:

ARTICLE I 
PURCHASE AND SALE OF THE
SUBSIDIARIES

1.1        Purchase and
Sale. PEYG hereby agrees to sell and GTV hereby agrees to purchase the
Subsidiaires, of which 100% of the issued and outstanding shares of PBVI are
represented in certificate form in the former name of the Company, Petrogen
Corp., through PBVI share certificate #2 in the amount of 10,000 shares (the
"PBVI Certificate"), a copy of the PBVI Certificate of which is attached for
reference as “Exhibit A” hereto; and 100% of the issued and outstanding
shares of PSP, which are held in ownership through Bare Trust Agreements (the
“BTA’s”) by each of Soumitra Sam Sen and Sacha H. Spindler (the “BTA Holders”),
those BTA's of which are attached for reference as “Exhibit B” hereto,
whereby the bare trust ownership of PSP is held in the form of share certificate
#1 in the name of Soumitra Sam Sen in the amount of 61,200 common shares of PSP
and share certificate #2 in the name of Sacha H. Spindler in the amount of
58,800 common shares of PSP (collectively, the “PSP Shares”), copies of which
are attached for reference as “Exhibit C” hereto. 

1.2        Purchase
Price. The purchase price for the subsidiaries shall be the following: 

(i)          GTV shall
assume all of the obligations and liabilities related to the assumption of
certain of the debts of PEYG’s (the “Debts”), those Debts of which are detailed
in their entirety and attached for reference as “Exhibit D” hereto; 




1.3        Transfer of
the PBVI Certificate and PSP BTA’s. Within five business days subsequent to
the execution of this Purchase and Sale Agreement, PEYG will deliver to GTV all
necessary documentation including the PBVI Ceritificate fully executed and the
PSP Shares including documentation fully assigning to GTV the BTA’s as well as
PEYG Board of Director resolution ratifying the transfer to GTV of the PBVI
Certicficate, the assignment of the BTA’s and the PSP Shares GTV (the
“Subsidiaries Transfer”) for the Purchase Price.

1.4        Certificate of
Declaration. Within ten business days subsequent to its receipt of the
Subsidiaries Transfer, GTV will provide a certificate of declaration to PEYG
detailing its assumption of the Debts, and GTV will notify all of the holders of
the Debts of its assumption of the obligations and liabilities underlying the
Debts and will within thirty business days subsequent to GTV’s receipt of the
Subsidiaries Transfer provide copies of such notification documentation it
presents the holders of the Debts to PEYG for its records.

1.5        Assumption by
GTV of ICC Case No. 14949/CCO. PEYG agrees, warrants and guarantees that one
hundred percent of all rights, title, interests, entitlements, liabilities,
obligations, awards, recovered damages, etc. (the “ICC Liabilities &
Awards”) resulting from International Chamber of Commerce Case No. 14949/CCO
(the “ICC Dispute”), which was commenced by PEYG and PBVI jointly on April 27,
2007 against all of San Enrique Petrolera SA, Fernando Melenchini, Roque
Malenchini, Salvador Malenchini and Maria Teresa Rosa Guistinian (together,
“SEPSA, et al”) are the exclusive property of PBVI and that PBVI will assume one
hundred percent of the ICC Liabilities & Awards resulting from the ICC
Dispute. 

1.6       
Indemnification by PEYG of Marval, O’Farrell & Mairal. PEYG will
provide an indemnity to Marval, O’Farrell & Mairal of Buenos Aires,
Argentina (“MFA”) related to MFA’s outstanding accruals (the “MFA Debts”) that
have been jointly gauranteed by PEYG and PBVI under promissory notes (the
“Promissory Notes”) as attached for referrence as Exhibit E hereto, the
MFA Debts are detailed on Exhibit D and further related to MFA’s ten percent
success fee (the MFA Debts and the MFA success fee together, (the “MFA
Proceeds”) as described and secured under the indeminification contract attached
as “Exhibit F” hereto, whereby in the event that PEYG is mistakenly
involved by the defendants to the ICC Dispute as to being the receivor of any
cash awards or any and all other awards recovered as liquidated damages of any
nature whatsoever arising as a result of the ICC Dispute (the “Misdirected ICC
Damages Awards”), PEYG shall ensure that cash proceeds arising from PEYG’s
receipt of the Misdirected ICC Damages Awards amounting to the MFA Proceeds are
immediately and in senior priority transferred from PEYG to MFA at the direction
of Xiemna Valle of MFA.

1.7        Release of GTV
and PBVI Pursunt To Section 1.7. In the event that PEYG receives any
Misdirected ICC Damages Awards and is thereafter required to make a payment to
MFA pursuant to section “1.6” herein PEYG will provide within a five business
day period thereafter a full and complete release to GTV and PBVI of any and all
obligations required of GTV and PBVI pursuant to section “1.5” herein related to
the MFA Debts as detailed on Exhibit D and/or MFA Proceeds.

1.8       
Indemnification of the ICC Dispute. GTV and PBVI shall provide to PEYG
indemnification from both of GTV and PBVI for any and all future debts, future
liabilities and/or future actions that may arise as a result of or related to
the the ICC Dispute except for those agreements made between GTV & PBVI and
PEYG as detailed in sections “1.5”, “1.6”, “1.7” and “1.8” herein.

1.9        PEYG
WARRANTY AND GUARANTEE TO GTV. PEYG WARRANTS AND GUARANTEES GTV THAT
IN THE EVENT THAT PEYG RECEIVES ANY MISDIRECTED ICC DAMAGES AWARDS THAT PEYG
SHALL WITHIN A FIVE BUSINESS DAY PERIOD TRANSFER ANY AND ALL RECEIVED
MISDIRECTED ICC DAMAGES AWARDS TO GTV, EXCEPT IF REQUIRED THOSE OFFSET PURSUANT
TO SECTIONS “1.6” AND “1.7” HEREIN.




ARTICLE II 
PEYG’s REPRESENTATIONS
AND WARRANTIES

2.1       
Corporate/Limited Liability Company Representations. PEYG makes
the following representations and warranties: 

           
(a) Incorporation/Qualification. PEYG is a Nevada corporation, duly
organized, validly existing and in good standing under the laws of the State of
Nevada.

            (b)
Power and Authority. PEYG has all requisite power and authority to own
its interest in the PBVI Certificate and the PSP BTA’s, to execute and deliver
this Agreement, and to perform its obligations under this Agreement.

            
(c) Authorization and Enforceability. This Agreement is duly and validly
authorized and constitutes the legal, valid and binding obligation of PEYG,
enforceable in accordance with its terms, subject, however, to the effects of
bankruptcy, insolvency, reorganization, moratorium and other laws for the
protection of creditors, as well as to general principles of equity, regardless
whether such enforceability is considered in a proceeding in equity or at law.


            
(d) No Bankruptcy. There are no bankruptcy proceedings pending, being
contemplated by or threatened against PEYG. 

            (e)
Litigation. There are no actions, suits, ongoing governmental
investigations, written governmental inquiries or proceedings pending against
PEYG in any court or by or before any federal, state, municipal or other
governmental agency that would affect PEYG’s ability to consummate the
transaction contemplated hereby, or materially adversely affect PEYG’s ownership
of the PBVI Certificate and the PSP BTA’s. 

ARTICLE III 
GTV’s REPRESENTATIONS
AND WARRANTIES

            
GTV makes the following representations and warranties:

3.1        Organization
and Standing. GTV is a Belize corporation duly organized, validly existing
and in good standing under the laws of Belize. 

            (b)
Power and Authority. GTV has all requisite power and authority to own its
interest in the PBVI Ceritificate and the PSP BTA’s, to execute and deliver this
Agreement, and to perform its obligations under this Agreement.

            
(c) Authorization and Enforceability. This Agreement is duly and validly
authorized and constitutes the legal, valid and binding obligation of GTV,
enforceable in accordance with its terms, subject, however, to the effects of
bankruptcy, insolvency, reorganization, moratorium and other laws for the
protection of creditors, as well as to general principles of equity, regardless
whether such enforceability is considered in a proceeding in equity or at law.


            
(d) No Bankruptcy. There are no bankruptcy proceedings pending, being
contemplated by or threatened against GTV. 

            (e)
Litigation. There are no actions, suits, ongoing governmental
investigations, written governmental inquiries or proceedings pending against
GTV in any court or by or before any federal, state, municipal or other
governmental agency that would affect GTV’s ability to consummate the
transaction contemplated hereby. 




ARTICLE IV
CLOSING 


4.1        Governing
Law. This Agreement and the transactions contemplated hereby and any
arbitration or dispute resolution conducted pursuant hereto shall be construed
in accordance with, and governed by, the laws of the Province of British
Columbia, Canada without reference to the conflict of laws principles thereof.


4.2        Entire
Agreement. This Agreement constitutes the entire understanding among the
parties, their respective partners, members, trustees, shareholders, officers,
directors and employees with respect to the subject matter hereof, superseding
all negotiations, prior discussions and prior agreements and understandings
relating to such subject matter. 

4.3        Binding
Effect. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto, and their respective successors and assigns. 

4.4        Limitation on
Damages; Provision for Recovery of Costs and Attorney’s Fees. The parties
expressly waive any and all rights to consequential, special, incidental,
punitive or exemplary damages, or loss of profits resulting from breach of this
Agreement. The prevailing party in any litigation seeking a remedy for the
breach of this Agreement shall, however, be entitled to recover all attorneys’
fees and costs incurred in such litigation. 

4.5        No Third-Party
Beneficiaries. This Agreement is intended to benefit only the parties hereto
and their respective permitted successors and assigns.

4.6       
Severability. If at any time subsequent to the date hereof, any provision
of this Agreement shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable, such provision shall be of no force and effect,
but the illegality or unenforceability of such provision shall have no effect
upon and shall not impair the enforceability of any other provision of this
Agreement.

4.7        Waiver. No
consent or waiver, express of implied, to or of any breach or default in the
performance of any obligation or covenant hereunder shall constitute a consent
or waiver to or of any other breach or default in the performance of the same or
any other obligations hereunder. 

             In
witness whereof, the parties have executed this Agreement.

	PLURIS ENERGY GROUP INC. 	GT VENTURE MANAGEMENT AG 
	 	 
	 	 
	Per:________________________________ 	Per:________________________________