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EXHIBIT 10.31
THIS AGREEMENT made as of January 31, 1998
AMONG:
INDO-PACIFIC ENERGY (NZ) LTD., of 000 Xxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Indo")
AND:
TRANS-ORIENT PETROLEUM (NZ) LTD., of 000 Xxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("TOP")
AND:
TRANS NEW ZEALAND OIL COMPANY (NZ) LTD., of 000 Xxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxx ("TNZ")
AND:
GONDWANA ENERGY LTD., of 000 Xxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Gondwana")
WHEREAS:
A. On August 25, 1997 Indo and TOP were granted by the
Secretary of Commerce, New Zealand pursuant to the Crown
Minerals Xxx 0000 (New Zealand) petroleum exploration permit
PEP 00000, Xxxxx Xxxxxx, Xxx Xxxxxxx;
B. Indo and TOP agreed to assign for nominal consideration to
TNZ a 20% participating interest in PEP 38256 and to
Gondwana a 10% participating interest;
C. Indo and TOP wish to begin the exploration of PEP 38256 but
neither TNZ nor Gondwana have sufficient funds to
participate in the exploration of PEP 38256; and
D. Neither TNZ nor Gondwana have in any manner sold, assigned,
encumbered or otherwise dealt with, or agreed to sell,
assign, encumber or otherwise deal with, the interest in PEP
38256 that each agreed to receive from Indo and TOP;
WITNESSES THAT the parties mutually covenant and agree as
follows:
1. The recitals in this Agreement are true and complete in all
aspects and are restated as covenants of the parties to this
Agreement.
2. The agreement made among Indo and TOP on the one hand and
TNZ and Gondwana on the other to assign a 20% participating
interest in PEP 38256 to TNZ and a 10% participating
interest in PEP 38256 to Gondwana is voided absolutely as if
it were never made and a 50% participating interest in PEP
38256 is vested in, and owned by, each of Indo and TOP.
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3. Indo and TOP jointly and severally agree to indemnify and
save harmless TNZ and Gondwana from and against any and all
claims, actions, causes of action, liabilities, costs,
expenses and damages that may accrue or arise in whatever
manner arising out of, or connected with, the agreement of
TNZ and Gondwana to void that agreement to acquire a
participating interest in PEP 38256.
4. The parties will execute and deliver all such further
documents and instruments and do all such further acts and
things as any of the other parties may reasonably require to
carry out the full intent and meaning of this Agreement.
5. This Agreement contains the whole agreement among the
parties in respect of the purchase and sale contemplated and
there are no warranties, representations, terms, conditions,
or collateral agreements, express, implied or statutory,
other than those expressly set forth in this Agreement.
6. This Agreement will be governed in all respects by the law
of New Zealand and any proceeding commenced or maintained in
respect of this Agreement will be so commenced and
maintained in the court of appropriate jurisdiction in
Wellington, New Zealand.
7. This Agreement will enure to the benefit of and be binding
upon the parties to this Agreement and their respective
administrators, successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed by the
parties as at the date first set forth above.
INDO-PACIFIC ENERGY (NZ) LTD.
By: /s/ Xxxxx Xxxxxxx
Dr. Xxxxx Xxxxxxx, President
TRANS-ORIENT PETROLEUM (NZ) LTD.
By: /s/ Xxxxx Xxxxxxx
Dr. Xxxxx Xxxxxxx, President
TRANS NEW ZEALAND OIL COMPANY (NZ) LTD.
By: /s/ Xxxxx Xxxxxxx
Dr. Xxxxx Xxxxxxx, President
GONDWANA ENERGY CORP.
By: /s/ Jenni Lean
Jenni Lean, President
