Attached files
| file | filename |
|---|---|
| 8-K - COASTAL CARIBBEAN OILS & MINERALS LTD | v171810_8k.htm |
| EX-99.1 - COASTAL CARIBBEAN OILS & MINERALS LTD | v171810_ex99-1.htm |
Exhibit
10(l)
Robert
J. Angerer, Sr.
|
Post Office
Box 1154
Dickinson, North Dakota
58602
701-483-5982
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Post Office
Box 10468
Tallahassee, Florida 32302
850-576-5982
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January
14, 2010
Phillip
W. Ware
President
Coastal
Caribbean Oils & Minerals, LTD
Coastal
Petroleum Company
Post
Office Box 609
Apalachicola,
Florida 32329
Re:
Letter of Intent for Capitalization of Coastal
and CCO
by Robert J. Angerer, Sr.
Dear
Phil,
I have worked with brokers and other
persons to try to arrange the funding of Coastal Petroleum Company (Coastal) and
Coastal Caribbean Oil & Minerals, LTD (CCO) for more than twelve months.
There is no assurance of any funding at this point and Coastal and CCO are in
dire need of capitalization. One law suit has been filed and several creditors
are on the verge of filing suit. Our auditors and attorneys are not able to
continue without their independence being challenged unless their fees in
arrears are paid. I am willing to make an arrangement that will infuse capital
and lessen the balance sheet obligations. I will summarize the terms of this
letter of intent for the capitalization Coastal and CCO by me as an
individual.
A. I
will provide the following considerations to Coastal and CCO:
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1.
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$300,000
to CCO, $290,000 of which is in cash and $10,000 in exchange for the
recent short term advance of $10,000 to
Coastal.
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2.
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One
half of the outstanding fees to Angerer & Angerer, in the amount of
$150,000.
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3.
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$21,250
of my outstanding Director’s fees of $56,250, with the balance of $35,000
to be used to pay for the option in Paragraph B. 2.
below.
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4.
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$240,000,
representing the payment to exercise the option granted by Slope County
Oil Company to Coastal to buy the Red River leases, which leases were
assigned to me by Slope County Oil
Company.
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5.
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$11,600
due for my fees for June, 2009.
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6.
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A
release for any other monies due to me from Coastal and CCO for payment of
annual rentals, work and effort by me as a Director and Officer, and
including all past fundraising efforts on their
behalf.
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B.
Coastal and CCO will provide the following considerations to me:
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1.
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14,400,000
shares of restricted CCO common stock granted to me (Robert J. Angerer,
Sr.).
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2.
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A
three month option to fund Coastal and CCO along the lines of the Lion
Share Capital deal (the Initial
Option):
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a.
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Two
deals have been approved by the Board for funding, but neither was
consummated: the Lion Share Capital deal; and the KBAM Partnership deal.
The better deal for Coastal and CCO was the Lion Share deal where the
funding source only received 36% of the upside of drilling in North Dakota
and Montana (net revenues and net sales of all production and properties)
and 20% of other Coastal operations, as well as the return of its capital.
The terms of this Letter Agreement are better for Coastal and CCO than the
Lion Share Capital deal because that deal required a note earning 12%
interest and a secured interest on all assets. The terms of this Letter
Agreement are better than the KBAM Partnership deal because the equity
percentage there was 70% on wells
drilled.
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b.
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The
Initial Option is for three months, with one extension for three months if
I elect, by paying $50,000 cash to
CCO.
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c.
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During
the Initial Option period (including the extension), I may exercise the
Initial Option by paying the sum of $3 Million, to be used one half for
Coastal and CCO operations and one half to drill the first Coastal
Lodgepole Reef prospect in Slope County, North Dakota. For this payment I
will earn 20% of Coastal common stock and 1/7 of 36% of the upside from
Montana and North Dakota operations (the Upside
Interest).
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Subsequent Options:
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d.
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Within
three months after exercising the Initial Option, I may elect to pay the
sum of $3 Million, to be used to drill the second Lodgepole Reef prospect
in Slope County, North Dakota and to conduct operations on the Montana
Starbuck East prospect. For this payment I will earn 2/7 of 36% of the
upside from Montana and North Dakota
operations.
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e.
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Within
six months after exercising the Initial Option, I may elect to pay the sum
of $3 Million, to be used to drill the third Lodgepole Reef prospect in
Slope County, North Dakota and to conduct operations on the Montana
Starbuck East prospect, and for other operations of Coastal and CCO. For
this payment I will earn 2/7 of 36% of the upside from Montana and North
Dakota operations.
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f.
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Within
nine months after exercising the Initial Option, I may elect to pay a
final sum of $3 Million, to be used for operations of Coastal and CCO. For
this final payment I will earn 2/7 of 36% of the upside from Montana and
North Dakota operations.
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3.
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The
cash paid to CCO shall be used first to pay those Coastal and CCO payables
listed on the attached schedule, and to the extent that there are
remaining funds, used for other company
purposes.
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4.
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In
the event that Coastal or CCO plans to sell stock other than in a public
offering, they shall give me the right of first refusal for fourteen days,
to purchase the stock on the same terms and conditions as those being
offered, after notice to me of the terms and
conditions.
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5.
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In
the event that during the Initial Option period, and extension, and prior
to an exercise of the Initial Option, a bona fide better offer is made
than is contained in the Initial Option to capitalize Coastal and CCO, I
will have either the option to take the better deal myself or release the
Initial Option to that party in return for repayment of all my Initial
Option costs, consisting of the $35,000 of unpaid Director’s fees and the
$50,000 cash paid for the extension, if it has been made by
me.
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6.
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After
exercise by me of the Initial Option, if a bona fide better offer is made
than is contained in the remaining Subsequent Options to capitalize
Coastal and CCO, I will have the right to take the better deal myself for
a period of fourteen days. If I decline to take the better deal, I shall
be entitled to the Upside Interests earned up to that point, but I shall
have no right to the exercise of any further Subsequent Options or Upside
Interests therefrom.
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C. I will tender my resignation as an officer of Coastal and CCO and as general counsel to Coastal and CCO. I will not resign as a Director and Chairman of the Board of Directors of Coastal and CCO.
If these
terms are acceptable to Coastal and CCO please indicate by signing the statement
below and returning a signed copy with a board resolution authorizing your
signature of the statement and this Letter of Intent. Of course I will in no way
participate in any capacity in the decision of Coastal or CCO on this
matter.
I do plan
to exercise the option to keep Coastal and CCO alive and to drill the wells in
North Dakota and Montana. I look forward to other opportunities that Coastal and
CCO may have in the future.
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Sincerely,
/s/
Robert J. Angerer, Sr.
Robert
J. Angerer, Sr.
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Coastal
and CCO agree with the terms of this Letter of Intent.
| Coastal Petroleum Company | ||
| /s/ Phillip W. Ware | ||
| By: Phillip W. Ware, President | ||
| Coastal Caribbean Oils & Minerals, LTD | ||
| /s/ Phillip W. Ware | ||
| By: Phillip W. Ware, President |