EXHIBIT 10.11
ROYALTY/REVENUE INTEREST SALE AGREEMENT
NIGERIAN OIL CONCESSION BLOCK 469
THIS AGREEMENT made and entered into this 31st day of March, 1997:
BETWEEN:
XXXXX XXXXXXXX PETROLEUM COMPANY LIMITED, a
corporation incorporated pursuant to the laws of Nigeria,
(hereinafter referred to as "YFP")
and
LIBERTY TECHNICAL SERVICES LTD. of 0xx Xxxxx, Xxxxxxxx
Xxxxx, 00 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxx,
(hereinafter referred to as "Liberty")
RECITALS
WHEREAS:
1. By virtue of a Participation Agreement dated February 23, 1994 (the
"Participation Agreement"), YFP acquired an overriding royalty (the
"Overriding Royalty") consisting an entitlement to receive the proceeds of
sale of 0.7500% of all Petroleum Substances produced and sold from Nigerian
oil Concession Block OPL 469 ("Concession Block 469") before payout and
0.3817% of all Petroleum Substances produced and sold from Concession Block
469 after payout;
2. Under the terms of the Participation Agreement, in addition to the
Overriding Royalty, YFP acquired a revenue interest (the "Revenue
Interest") on Concession Block 469 that provides YFP with an entitlement to
receive the proceeds of sale of 1.70775% of all Petroleum Substances
produced and sold from Concession Block 469 before payout and 0.8694% of
all Petroleum Substances produced and sold from Concession Block 469 after
payout;
3. YFP has agreed to sell, assign and convey to Liberty, all of its Overriding
Royalty and a portion of its Revenue Interest in the percentages set forth
herein, in consideration of the payment by Liberty to YFP of
U.S.$3,732,504.95, to be satisfied by the issuance of 477,761 common shares
of Abacan Resource Corporation to YFP at a price of 7.8125 per common
share;
NOW THEREFORE in consideration of the mutual covenants herein contained, the
Parties hereto agree as follows:
1. YFP shall and hereby does irrevocably sell, convey, assign and transfer
unto Liberty, all of YFP's right, title and interest to and in the
Overriding Royalty consisting of an entitlement to receive the proceeds of
sale of 0.7500% of all Petroleum Substances produced and sold from
Concession Block 469 before payout and 0.3817% of all Petroleum Substances
produced and sold from Concession Block 469 after payout (the "Sold
Overriding Royalty Interest").
2. YFP shall and hereby does irrevocably sell, convey, assign and transfer
unto Liberty, 6.5% of YFP's right title and interest to and in the Revenue
Interest consisting of an entitlement to receive the proceeds of sale of
0.11125% of all Petroleum Substances produced and sold from Concession
Block 469 before payout and 0.05671% of all Petroleum Substances produced
and sold from Concession Block 469 after payout (the "Sold Revenue
Interest").
3. Liberty hereby agrees to pay to YFP a purchase price of U.S.$3,732,504.95
for the Sold Overriding Royalty Interest and the Sold Revenue Interest,
which sums shall be satisfied by the delivery of 477,761 common shares of
Abacan Resource Corporation (the "Abacan Shares"). YFP agrees to accept the
Abacan Shares subject to any and all restrictions on trading imposed by
applicable regulatory authorities.
4. YFP and Liberty hereby acknowledge, confirm and agree that upon the
fulfilment of the conditions set out in Paragraph 7 herein and the payment
of the consideration set out in Paragraph 3 above, the interests and right
to the proceeds of sale of the Parties in the Overriding Royalty Interest,
expressed as a percentage of all Petroleum Substances produced and sold
from Concession Block 469, both before and after payout shall be as
follows:
NAME OF PARTY BEFORE PAYOUT AFTER PAYOUT
---------------------------------------- -------------- -------------
Xxxxx Xxxxxxxx Petroleum Company Limited 0.0% 0.0%
---------------------------------------- -------------- -------------
Liberty Technical Services Ltd. 0.7500% 0.3817%
---------------------------------------- -------------- -------------
5. YFP and Liberty hereby acknowledge, confirm and agree that upon the
fulfilment of the conditions set out in Paragraph 7 herein and the payment
of the consideration set out in Paragraph 3 above, the interests and the
right to the proceeds of sale of the Parties in the Revenue Interest,
expressed as a percentage of all Petroleum Substances produced and sold
from Concession Block 469, both before and after payout shall be as
follows:
NAME OF PARTY BEFORE PAYOUT AFTER PAYOUT
---------------------------------------- -------------- -------------
Xxxxx Xxxxxxxx Petroleum Company Limited 1.59650% 0.81269%
---------------------------------------- -------------- -------------
Liberty Technical Services Ltd. 0.11125% 0.05671%
---------------------------------------- -------------- -------------
6. YFP represents and warrants to Liberty that the Sold Overriding Royalty
Interest and the Sold Revenue Interest are each free and clear of any
charges, liens or other encumbrances to any and all third parties and that
any and all corporate steps, consents, resolutions or approvals necessary
to give effect to the sale and assignment of the Sold Overriding Royalty
Interest and Sold Revenue Interest has been duly and fully obtained.
7. The completion of this transaction and the issuance of the Abacan Shares
contemplated herein shall be subject to receipt by Abacan Resource
Corporation of all necessary and applicable regulatory approvals. This
condition is for the sole benefit of Liberty and may be waived by it in
writing at its sole discretion.
8. Each Party shall from time to time and at all necessary times do all such
further acts and execute and deliver all further deeds and documents as may
be reasonably required in order to perform and carry out the terms of this
Royalty/Revenue Interest Sale Agreement.
IN WITNESS WHEREOF the Parties hereto have caused the within presents to be
executed by their duly authorized representatives on the day and year first
above written.
Liberty Technical Services Ltd. Xxxxx Xxxxxxxx Petroleum Company
Limited
Per: /s/ Xxxx Xxxxxxxxx Per: /s/ T.B. Folawiyo
---------------------- ---------------------
