The Letter of Intent, dated January 2, 2007, contemplates Brockton entering into an Acquisition Agreement to acquire 100% of the Membership Units of Kentucky Reserves, LLC, subject to due diligence, in consideration for US$3,000,000 in cash and 5,000,000 common shares of Brockton. At closing, this will result in Brockton earning a 62.5% interest in the shallow rights (being all tar sands formations to the base of the Beech Creek limestone formation, including the Caseyville, Tar Springs, Hardinsburg and Big Clifty sandstones) under oil and gas mineral leases covering approximately 25,500 acres in Edmonson, Warren and Butler counties, Kentucky. The closing date is to occur as soon as reasonably possible after the receipt of all necessary approvals, but in any event no later than March 31, 2007.
In conjunction with this Letter of Intent, Brockton will also assume responsibility for a work program covering the first US$15,000,000 of exploration, testing and development expenditures on the Kentucky Tar Sands Prospect to be completed within 30 months. Should Brockton not complete the work program within the 30-month period, the Company will be subject to a 37.5% penalty on the balance due on the work program.
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