HomeMy WebLinkAbout20144020.tiff 4040182 Pages: 1 of 211
08/21/2014 04:40 PM R Fee:$2061.00
Steve Moreno, Clerk and Recorder, Weld County. CO
IIIII KIM&MIA:4A IGPt1MGRIDI KIfiii 11 III
ASSIGNMENT AND BILL OF SALE
THIS ASSIGNMENT AND BILL OF SALE ("Assignment") is effective as of February
28, 2014 ("Effective Time") and is from Mineral Resources, Inc. a Colorado corporation
("Assignor" or "MRI"), whose address is P.O. Box 328, Greeley, Colorado 80632, to Richmark
Energy Partners, LLC a Colorado limited liability company ("Assignee" or "Richmark"),
whose address is also P.O. Box 328, Greeley, Colorado 80632.
RECITALS:
WHEREAS, by Working Interest Owner Agreement effective as of January 1, 2006
between Mineral Resources, Inc. and Richmark Energy Partners, LLC, the parties agreed that
Richmark would own the working interest in Oil and Gas Leases acquired by MRI and would
own the working interests in oil and gas wells drilled by MRI as Operator or drilled by other
parties in which MRI elected to participate;
WHEREAS, pursuant to the above Agreement, the parties agreed further that Richmark
would own the working interest on an 80% net revenue interest basis if this amount of interest
was available and that MRI would acquire the Oil and Gas Leases and hold record title in its
name only, as nominee for Richmark as to the above working interest ownership;
WHEREAS, MRI and Richmark have agreed to terminate the above Working Interest
Owner Agreement and that Richmark will now be conveyed and shall own record title ownership
in its name;
WHEREAS, immediately after execution and recording of this Assignment and Bill of
Sale, Richmark intends to convey to Extraction Oil and Gas, LLC 93% of Richmark's right,title
and interest in the Assets, as received herein.
NOW, THEREFORE, for$10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers,
grants, bargains, conveys to Assignee all of Assignor's right, title and interest in and to the
following (collectively, the "Assets"):
A) all oil and gas leases covering the lands described in Schedule 1 (the "Lands") and
all other lands in Weld County which are owned of record by Mineral Resources,
Inc. as of the effective date (the "Leases"), including but not limited to those leases
and lands identified in Schedule 2;
B) all wells located on or otherwise producing from lands covered by the Leases or
lands pooled therewith (the "Wells"), including but not limited to those identified in
Schedule 3, together with all fixtures, equipment (including pumping units,
separators, tanks, compressors, flowlines, gathering systems, and meters) and
personal property (including tubular goods, spare parts, supplies, tools, and
materials) owned or leased by Assignor and held for use in connection with the
operation of such wells or the handling, storage, transportation and marketing of
production therefrom;
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Steve Moreno, Clerk and Recorder: Weld County, CO
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C) all oil, gas, and other petroleum substances produced from lands covered by the
Leases or lands pooled therewith (including, for the avoidance of doubt, the
production to which consenting owners are entitled in respect of nonconsenting
owners' interests under a statutory pooling order, whether such order exists now or
is granted as to the land at a future date, until the cost amounts specified in such
order have been recovered and the nonconsenting owner elects or otherwise begins
receiving his share of production), whether (i) in storage tanks on the Effective
Time or(ii)produced on or after the applicable Effective Time.
It is the intent of this Assignment to convey 100% of Assignor's record title ownership in the
working interest in the Leases and Wells described in Schedule 1 and Appendix 2 on an 80% net
revenue interest basis. This Assignment is subject to existing landowner royalty btu-dens and to
overriding royalty interests in the Leases and Wells owned by third parties, which burdens and
overriding royalty interests equal 20%. This Assignment is expressly subject to overriding
royalty interests which were previously created by Mineral Resources, Inc., under that certain
Assignment of Overriding Royalty Interest dated April 17, 2014 and recorded under Reception
No. 4014108 and were subsequently conveyed by MRI in the Assignment of Overriding Royalty
Interest recorded on May 9, 2014 as Reception No. 4015201. The above overriding royalty
interest includes interests in the Leases and in the share of production attributable to
nonconsenting owners mentioned in paragraph C above, including those subject to existing
orders and to future orders by the Colorado Oil and Gas Conservation Commission covering the
lands described in such assignments.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns,
forever, subject, however, to the following additional terms and conditions:
1. Special Warranty of Title. ASSIGNOR WARRANTS AND WILL FOREVER
DEFEND TITLE TO THE ASSETS UNTO ASSIGNEE, ITS SUCCESSORS AND
ASSIGNS, AGAINST ALL PERSONS CLAIMING BY, THROUGH, OR UNDER
ASSIGNOR, BUT NOT OTHERWISE.
2. Disclaimers. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY
WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY,
EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY
COMPRISING ANY PART OF THE ASSETS, INCLUDING (1)ANY IMPLIED
OR EXPRESS WARRANTY OF MERCHANTABILITY OR CONDITION,
(ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, (iii)ANY IMPLIED OR EXPRESS WARRANTY OF
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv)ANY
RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE
FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR
UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT
SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT, AND ITEMS ARE
BEING CONVEYED TO ASSIGNEE "AS IS," "WHERE IS," WITH ALL
FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.
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Steve Moreno. Clerk and Recorder, Weld County, CO
VIII M���!'l4f4, I'YG�Itr+Cl�hl '*,r'i'MPINiiAi III II I
3. Subrogation. To the extent permitted by law, Assignee shall be subrogated to
Assignor's rights in and to representations, warranties and covenants given with
respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors
and assigns, to the extent so transferable and permitted by law, the benefit of and the
right to enforce the covenants, representations and warranties, if any, which Assignor
is entitled to enforce with respect to the Assets, but only to the extent not enforced by
Assignor.
4. Entire Agreement. This Assignment supersedes all other prior written or oral
agreements between the Parties.
5. Exhibits. All exhibits attached hereto are hereby made part hereof and incorporated
herein by this reference. References in such exhibits to instruments on file in the
public records are notice of such instruments for all purposes. All recording
references in such exhibits are to the appropriate records of the counties in which the
Assets are located.
6. Government Forms. Separate governmental form assignments of the Assets may be
executed on officially approved forms by Assignor to Assignee, in sufficient
counterparts to satisfy applicable statutory and regulatory requirements. Those
assignments shall be deemed to contain all of the exceptions,reservations, warranties,
rights, titles, power and privileges set forth herein as fully as though they were set
forth in each such assignment. The interests conveyed by such separate assignments
are the same, and not in addition to,the interest in the Assets conveyed herein.
7. Further Assurances. Each Party, at the request of the other Party and without
additional consideration, shall execute and deliver to the requesting Party all such
further assignments, deeds, agreements, contracts, instruments and other documents
as the requesting Party may reasonably request in order to perform, accomplish,
perfect or record, if reasonably necessary, the assignment and conveyance to
Assignee of the Assets acquired by Assignee hereunder as contemplated by this
Assignment, to otherwise carry out the intention of this Assignment.
8. Successors and Assigns. This Assignment binds and inures to the benefit of Assignor
and Assignee and their respective successors and assigns.
9. Counterparts. This Assignment may be executed in any number of counterparts, each
of which shall be deemed to be an original instrument, but all of which together shall
constitute but one instrument. If counterparts are executed, the signature pages from
various counterparts may be combined into one composite instrument for all
purposes.
10. Effective Time. This Assignment shall be effective as of February 28, 2014.
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Steve Moreno, Clerk and Recorder, Weld County, CO
IIIIMild"PIAVE'IC N.ICAICIEIFIVAIW'kaki Bill
EXECUTED on the dates set forth in the acknowledgment of this instrument, to be effective for
all purposes as of the Effective Time.
MINERAL RESOURCES, INC.--ASSIGNOR
By: /'1-11(1(71(/(7---_
Collin Richardson, Vice-President
RICHMARK ENERGY PARTNERS, LLC--ASSIGNEE
By: Richmark Hol ' s, Inc„ anager
By: 7
Arlo Richardson, President of Richmark Holdings, Inc.
40
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Steve
iMoreno,
IVII%IIII'v4gi Weld County,
I�RiF4Y iktIIII
Acknowledgments
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this r-1 day of (en:di tl4
2014, by Arlo Richardson, as President of Richmark Holdings, Inc., Manager of Richmark
Energy Partners, LLC, a Colorado limited liability company.
Witness my hand and official seal.
Notary Publl
My commission expires: 11 17 I k}
rc.frIG�c�\it
•
c'
STATE OF COLORADO ) 4, �' Qe%
OF ) ss. ,1\A E 'J..--
COUNTY
The foregoing instrument was acknowledged before me this a. I day of
2014, by Collin Richardson, as Vice-President of Mineral Resources, Inc., a O lPorado
corporation..
Witness my hand and official seal.
Notary ublic
1 My commission expires: 1 I (7 )
'
.............
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When recorded please return to:
.o S Mineral Resources, Inc.
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P.O. Box 328
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Greeley,CO 80631
4040182 Pages: 6 of 211
08/21/2014 04:40 PM R Fee:$1061.00
Steve Moreno, Clerk and Recorder, Weld County, CO
BIIKRUMINX,044NilliYa Rr, "Ill
SCHEDULE 1
LANDS
Township 4 North,Range 65 West
Section 5: ALL
Section 6: ALL
Township 4 North,Range 66 West
Section 1: ALL
Township 5 North,Range 65 West
Section 4: ALL
Section 5:ALL
Section 6: ALL
Section 7:ALL
Section 8: ALL
Section 9: ALL
Section 10: ALL
Section 14: ALL
Section 15: ALL
Section 16: ALL
Section 17: ALL
Section 18: ALL
Section 19: ALL
Section 20:ALL
Section 2I: ALL
Section 22:ALL
Section 23: ALL
Section 28: ALL
Section 29: ALL
Section 30:ALL
Section 31:ALL
Section 32: ALL
Township 5 North,Range 66 West
ALL
Township 6 North,Range 65 West
Section 28: S/2
Section 29: S/2
Section 30: SE/4
Section 31: SE/4
Section 32: ALL
Section 33: ALL
Township 6 North, Range 66 West
Section 36: S/2
All other lands in Weld County,Colorado
4040182 Pages: 17 of 211
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Steve Moreno, Clerk and Recorder, Weld County, CO
VIII Nill1MKglK;PAVIIM M Ilst/NI,ILIIIIIIAki BM
SCHEDULE 2
LEASES
373 Ryan M Treadwell Mineral Resources Inc. 211/2013 5/62013 3929886 5N 65W 5
374 Saba Tsegay Mineral Resources Inc. 11/11/2009 12/21/2009 3666122 5N 65W 5
375 Saul C Lerma And Placida R Lerma Mineral Resources Inc. 10/23/2008 11/3/2008 3587693 SN 65W 5
376 Saul L Sanchez Mineral Resources Inc. 3/1/2012 4/112012 3838087 5N 65W 5
377 Saul L Sanchez And Carolina A Sanchez Mineral Resources Inc. 3/1/2012 4/11/2012 3838089 5N 65W 5
378 Servando Villanueva And Susie Mary Mineral Resources Inc. 3/112012 4/11/2012 3838096 5N 65W 5
Villanueva
379 Servondo Villanueva And Susie Mineral Resources Inc. 3/1/2012 4/11/2012 3838095 5N 65W 5
Villanueva
380 Shirley Jean Lawson Mineral Resources Inc. 8/27/2008 9/5/2008 3576723 SN 65W 5
381 Snoop Dog Properties,LLC Mineral Resources Inc. 12/4/2008 4/4/2011 3760324 5N 65W 5
382 Sunrise Community Health Center Mineral Resources Inc. 8/11/2011 8/16/2011 3786323 5N 65W 5
383 Sunrise Community Health Center Inc Mineral Resources Inc. 1/19/2009 5/14/2009 3622786 5N 65W 5
384 Sylvia P Martinez Mineral Resources Inc. 3/13/2012 3/15/2012 3832042 5N 65W 5
385 Trinidad Bean&Elevator Co Mineral Resources Inc. 12/16/2011 4/4/2013 3922072 SN 65W 5
386 Trinity Diversified Inc Mineral Resources Inc. 6/16/2010 6/29/2010 3702522 5N 65W 5
387 Ulmer Soto Mineral Resources Inc. 2/1/2013 5/6/2013 3929885 5N 65W 5
388 Ulmer Soto Roblero Mineral Resources Inc. 2/12013 5/30/2013 3935950 SN 65W 5
389 702 5th Street LLC Mineral Resources Inc. 11/132013 11/21/2013 3979572 5N 65W 5
390 702 5th Street LLC Mineral Resources Inc. 902/2013 10/14/2013 3970484 SN 65W 5
391 9th St On The Plaza R E Productions LLC Mineral Resources Inc. 2/14/2013 3/8/2013 3915569 5N 65W 5
392 A Mervyn Davies And Deana L Davies Mineral Resources Inc. II/11/2010 I I/172010 3733004 5N 65W 5
393 AAA Greeley Self Storage LLC Mineral Resources Inc. 4/10/2013 4/25/2013 3927256 SN 65W 5
394 Abelardo Vega Mineral Resources Inc. 2/14/2013 3/19/2013 3918137 SN 65W 5
395 Anderson Land Co LLC Mineral Resources Inc. 10/18/2010 3727838 5N 65W 5
396 Art Weigle Mineral Resources Inc. 2/142013 5/30/2013 3935645 SN 65W 5
397 BBSH LLLP Mineral Resources Inc. 10/12010 10/1/2010 3722666 5N 65W 5
398 Castulo Venegas Mineral Resources Inc. 2/14/2013 3/19/2013 3918126 5N 65W 5
399 Castulo Venegas Mineral Resources Inc. 2/14/2013 3/192013 3918125 5N 65W 5
400 CSA19 Riverwalk Square LLC Mineral Resources Inc. 12/14/2010 12/162010 3739356 5N 65W 5
401 CSAI9 Rivenvalk Square LLC Mineral Resources Inc. 12/142010 12/16/2010 3739358 SN 65W 5
402 CSAI9 Riverwalk Square,LLC(en Mineral Resources Inc. 12/142010 12/16/2010 3739357 5N 65W 5
Oklahoma LLC)
82 es: 19 08/20112014 04:40 PM R Fee:$1061
Steve Moreno, Clerk and Recorder, Weld Count(, 00
[III RIl1 Mt1��th�.�1�44iiiNkillIWI�F��I�:LIt�. kir}i ill ilk
SCHEDULE 2
LEASES
433 John Leroy Keyser And Sharon J Keyser Mineral Resources Inc. 10/25/2010 11/42010 3729953 5N 65W 5
434 John RStouffer Mineral Resources Inc. 2/14/2013 4252013 3927267 5N 65W 5
435 Johnson 725 LLC Mineral Resources Inc. 1/25/2011 2/92011 374975] SN 65W 5
436 K&D Investments LLC Mineral Resources Inc. I/11/2012 1/16/2012 3818033 5N 65W 5
437 Keherling Bulherus CNorton Engineers Mineral Resources Inc. 2/142013 4/I52013 3924641 5N 65W 5
438 LBV LLC Mineral Resources Inc. 4/18/2013 6/10/2013 3938797 5N 65W 5
439 Limericks LLP Mineral Resources Inc. 2/142013 3/8/2013 3915533 5N 65W 5
440 Marilyn J Florio Trustee of the Marilyn J Mineral Resources Inc. 10/19/2010 10/262010 3727853 5N 65W 5
Florio Trust
441 Mark A Schreiber And Shari Jo Schreiber Mineral Resources Inc. 3/27/2013 4/42013 3922074 5N 65W 5
442 Mark Purdy And Miles Ray Minch Mineral Resources Inc. 11/16/2010 11/232010 3734166 5N 65W 5
443 Martin Produce Co Mineral Resources Inc. 10/2912010 11/4/2010 3729974 5N 65W 5
444 Maureen K Kanner And Thomas R Mineral Resources Inc. 11/18/2010 11222010 3733742 5N 65W 5
Kanner
445 Mongan Investments LLC Mineral Resources Inc. 2/142013 4/15/2013 3924643 5N 65W 5
446 Motycka&Lewis PC Jorgensen Mineral Resources Inc. 11/8/2010 11/10/2010 3731883 5N 65W 5
447 Newco Inc Mineral Resources Inc. 1/19/2011 1/25/2011 3746927 5N 65W 5
448 Newco Inc Mineral Resources Inc. 1/19/2011 1/25/2011 3746926 5N 65W 5
449 Newco Inc Mineral Resources Inc. 1/19/2011 1/252011 3746925 5N 65W 5
450 Newpoint LLC Mineral Resources Inc. 4/29/2013 5/6/2013 3929864 5N 65W 5
451 Ninth Street Properties LLC Mineral Resources Inc. 1/13/2011 1/20/2011 3745897 5N 65W 5
452 North Plaza,LLC Mineral Resources Inc. 2/162012 2/22/2012 3826315 5N 65W 5
453 Notestine Mineral Holdings LLC Mineral Resources Inc. 1//152013 11/212013 3979576 5N 65W 5
454 Oanh Dao Kim Mineral Resources Inc. 2/14/2013 3/8/2013 3915570 5N 65W 5
455 Penny Priscilla Graham Mineral Resources Inc. 4/25/2011 4/28/2011 3765250 SN 65W 5
456 Phelps-Tointon Inc Mineral Resources Inc. 2/16/2012 2/22/2012 3826322 5N 65W 5
457 Ralph Chagolla And Lucy Chagolla Mineral Resources Inc. 2/14/2013 4/152013 3924633 5N 65W 5
458 Robert G Tointon Mineral Resources Inc. 2/15/2012 2/22/2012 3826319 5N 65W 5
459 Rodney R Hubbard And Donna Delores Mineral Resources Inc. 2/142013 3/4/2013 3914232 5N 65W 5
Hubbard
460 SDR Properties LLC Mineral Resources Inc. 2/1/2013 6/25/2013 3942812 5N 65W 5
461 St Patrick Presbyterian Church Mineral Resources Inc. 5/172013 5/30/2013 3935930 5N 65W 5
462 Stevens Automotive Inc Mineral Resources Inc. 2/14/2013 3/15/2013 3917459 5N 65W 5
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