Exhibit 10.25
CONVEYANCE AGREEMENT
THIS AGREEMENT made the 30th day of September, 1997.
BETWEEN:
ADDAX PETROLEUM BENIN LIMITED, a company organized
and existing under the laws of the Isle of Man and having its registered
office at Victory House, Prospect Xxxx, Xxxxxxx Isle of Man
(hereinafter referred to as the "Vendor")
OF THE FIRST PART
- and -
ABACAN RESOURCES (BENIN) LTD., a company organized
and existing under the laws of the Bahamas and having its registered
office at Suite 303, Anbacher House, East Street North, Nassau,
Bahamas (hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS the Assignor is a party to those agreements (collectively called
the "Agreements") described in Schedule A hereto;
AND WHEREAS by virtue of the Agreements, the Assignor holds an interest in
Concession Block 1 and Concession Block 4, both being located in the Republic of
Benin.
AND WHEREAS the Assignor wishes to convey and assign all of its right,
title, interest and estate in and to the Agreements to the Assignee;
NOW THEREFORE in consideration of the premises hereto and the mutual
covenants and agreements herein set forth, the parties hereto mutually covenant
and agree as follows:
1. The Assignor hereby assigns, transfers, sets over and conveys to the
Assignee all of its right, title, interest and estate in and to the Agreements,
TO HAVE AND TO HOLD the same unto the Assignee for the Assignee's sole and
exclusive use and benefit absolutely.
2. The Assignee hereby accepts the within conveyance and assignment and
covenants and agrees with the Assignor that it shall be bound by, observe and
perform the covenants, duties and obligations contained in the Agreements to be
observed and performed by the Assignor, to the extent that such covenants,
duties and obligations relate to a period, or arise, as the case may be, on or
after September 1, 1997 (the "Effective Date"), it being the intent and purpose
of the parties hereto that the Assignee shall hold all of the rights and
interests conferred in the Agreements from and after the Effective Date, for its
exclusive use and benefit absolutely.
3. The Assignor covenants and agrees with the Assignee that it shall and
will, from time to time and at all times hereafter, at the request of the
Assignee, execute such further documents and assurances and do all such further
acts as may be reasonably required for the purpose of confirming and giving
effect to the transfer of all interests and rights of the Assignor to the
Assignee under and purusant to the Agreements.
4. Nothing herein contained shall be construed as a release of the Assignor
from any obligation or liability under the said Agreement which obligation or
liability had accrued prior to the Effective Date.
5. This Agreement may be executed in as many counterparts as are necessary
and, when a counterpart has been executed by each party, all counterparts
together shall constitute this Agreement.
6. This Agreement shall enure to the benefit of and be binding upon the
Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ADDAX PETROLEUM BENIN LIMITED
Per: /s/ Xxxx Xxxxxxxxx
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ABACAN RESOURCES (BENIN) LTD.
Per: /s/ Xxxx Xxxxxxxxx
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SCHEDULE A attached to and forming part of an ASSIGNMENT AND NOVATION AGREEMENT
made the 30th day of September, 1997, between Addax Petroleum Benin Limited, as
Assignor, and Abacan Resources (Benin) Ltd., as Assignee.
AGREEMENTS
1. "Le Contrat pour l'Exploration et l'Exploitation Petrolieres - Block
Offshore No. 1 et Seme" dated February 1, 1997.
2. "Le Contrat pour l'Exploration et l'Exploitation Petrolieres - Block
Offshore Profond No. 4" dated February 1, 1997.
