PURCHASE AND SALE AGREEMENT
(Goliath Project — North Dakota)
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of April 10, 2006, by
and between American Oil & Gas, Inc. (“American”), a Nevada corporation whose address is 1050
Seventeenth Street, Suite 1850, Denver, Colorado 80202, as seller, and Teton Energy Corporation (“Teton”), a
Delaware corporation whose address is 410 Seventeenth Street, Suite 1850, Denver, Colorado 80202, as
1. Background . American believes that it owns an undivided 75% leasehold interest in
undeveloped oil and gas leases covering approximately 45,000 mineral acres in Dunn, McKenzie, Mountrail, and
Williams Counties, North Dakota, and that Evertson Energy Partners, LLC (“Evertson”) owns the remaining
25%. American and Evertson are actively acquiring new leases in the area and are discussing the possible
adoption of a master form joint operating agreement for use in the area. Teton wishes to purchase an undivided
25% interest in these leases, to establish an area of mutual interest with American, and to become a party to any
agreement that may be reached concerning a master form joint operating agreement, all on the terms and
conditions set forth in this Agreement.
2. Definitions .
“Area of Mutual Interest” means the area identified in Appendix 2.
“Lease Deadline” means 5:00 p.m. on Monday, April 24, 2006.
“Leases” means the leases identified in Appendix 1 and all new leases within the Area of Mutual
Interest in which American may acquire an interest, either legally or beneficially, before the Lease Deadline.
“Mineral Acre” means the full fee oil and gas ownership interest in one acre of land, so that, for
example, a person may own one Mineral Acre either by owning a 100% fee oil and gas interest in a single acre of
land or by owning an undivided 25% fee oil and gas interest in four acres of land.
“Net Leasehold Acre” means the full oil and gas leasehold interest in one Mineral Acre, so that, for