Exhibit 10.2
AMENDING AGREEMENT
to the
SALE AND PURCHASE OF SHARES
in
ALPHA OIL & NATURAL GAS PTY LTD
SALE OF SHARES
THIS AMENDING AGREEMENT is made on the 29th day of June 2006
BETWEEN NATURAL GAS CORPORATION PTY LTD (ACN 004 650 597)
BATAVIA OIL & GAS PTY LTD (ABN 36 084 043 907)
NATIONAL OIL & GAS PTY LTD (ABN 009 240 420)
AUSTRALIS FINANCE PTY LTD (ABN 22 004 857 498)
all of Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxx 0000
(hereinafter collectively called "the Vendors") of the one
part
AND AUSTRALIAN OIL & GAS CORPORATION (incorporated in Delaware) of
0000 Xxxxx Xxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000, XXX
(hereinafter called "AOGC") of the other part.
WHEREAS:
--------
1. ALPHA OIL & NATURAL GAS PTY LTD (ACN 088 272 726) of Xxxxx 00, 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx Xxxxxxxx 0000 (hereinafter called "the Company") is a
Company incorporated pursuant to the Corporation Xxx 0000 in Victoria.
2. The Company holds a 20% interest in the Browse Joint Venture and is the
holder of 20% interest in each of petroleum exploration permits WA-332-P,
WA-333-P and WA-342-P.
3. The Vendors have agreed to sell and AOGC has agreed to purchase 800,000
Ordinary Shares each fully paid in the Company in return for the issue by
AOGC of 2,000,002 shares of Common Stock and the payment of AUD$100,000
pursuant to an agreement made between the parties and dated 12th April 2006
("Sales and Purchase Agreement").
4. This Agreement amends the Sale and Purchase Agreement.
5. The parties hereto submit to the laws of Victoria, Australia and any action
taken hereunder shall be taken in the appropriate court of such
jurisdiction.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
-----------------------------------------
1. The date referred to in clause 3(iii) and in clause 6 of the Sales and
Purchase Agreement shall be deleted and in each place replaced by the date
"31 December 2005".
2. A new clause 3A shall be inserted in the Sales and Purchase Agreement as
follows:
3A. Compliance with U.S. securities laws
(a) Representations and Warranties of the Vendors. Each Vendor hereby
represents and warrants to the Company that:
(i) understands that the Shares to be issued in accordance with section 2
have not been, and, as of the date of issuance, will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any U.S. state securities laws, and are
being issued pursuant to a "safe harbor" exemption from registration
contained in Regulation S promulgated under the Securities Act based,
in part, upon the representations and warranties of each Vendor
contained herein;
(ii) has received certain information concerning the Purchaser and has had
the opportunity to obtain additional information as desired in order
to evaluate the merits and the risks inherent in holding shares of the
Purchaser's common stock, and recognizes that an investment in the
Purchaser involves significant risk;
(iv) is able to bear the economic risk and lack of liquidity inherent in
holding the Shares, can afford to bear the loss of Vendor's entire
investment in the Purchaser, has adequate means of providing for
current needs and personal contingencies;
(v) has such knowledge and experience in financial and business matters
that the Vendor is capable of evaluating the merits and risks of an
investment in the Purchaser; and is an "Accredited Investor" as
defined in Regulation D promulgated under the Securities Act;
(vi) (A) is not a "U.S. Person" (as that term is defined in Rule 902 of
Regulation S under the Securities Act); (B) is not acquiring the
Shares for the account or benefit of any U.S. Person and has not
pre-arranged any resale of any of the Shares with any buyer located in
the United States or otherwise with a U.S. Person; and (C) was not
offered the Shares in the United States, and at the time of execution
of this Agreement and of any offer to purchase the Shares received
from the Purchaser hereunder, was located outside the United States;
(vii) is not engaged in the business of distributing securities;
(viii) will not engage in hedging transactions with regard to the Shares
unless in compliance with the Securities Act; and
(ix) has not engaged and will not engage, nor have any of its affiliates or
any person acting on behalf of it or any of them engaged in or will
engage in, any "directed selling efforts" with respect to the Shares
within the meaning of Rule 902(c) of Regulation S adopted under the
Securities Act.
(x) has relied solely upon the advice of the Vendor's own personal
financial and tax advisers, counsel and accountants as to the legal,
tax, economic, and related matters concerning this investment and its
suitability for the Vendor before investing in the Shares of the
Purchaser.
(b) Representation and Warranty by AOGC. AOGC represents and warrants that
neither it, nor any of its affiliates or any person acting on behalf of any
of them, has engaged or will engage in any "directed selling efforts" with
respect to the Shares within the meaning of Rule 902(c) of Regulation S
adopted under the Securities Act, and it, its affiliates and any person
acting on behalf of any of them have complied and will comply with the
offering restrictions requirement of Regulation S under the Securities Act.
(c) Legending and Stop Transfer Requirements.
(i) The stock certificate delivered by the Purchaser to the Vendor in
accordance with Section 2 representing the Shares will be imprinted
with a legend substantially in the following form:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Securities Act")
and have been issued pursuant to an exemption from registration under
Regulation S promulgated under the Securities Act. Such shares are
"restricted securities" as defined in Rule 144 promulgated under the
Securities Act and may not be offered for sale, sold, delivered after
sale, transferred, pledged, or hypothecated except: (i) in accordance
with the provisions of Regulation S under the Securities Act; (ii)
pursuant to registration under the Securities Act; or (iii) pursuant
to an opinion of counsel reasonable satisfactory to Australian Oil &
Gas Corporation that such shares may be transferred without
registration under the Securities Act. Hedging transactions involving
the shares represented by this certificate may not be conducted unless
in compliance with the Securities Act."
(ii) AOGC shall refuse to register any transfer of the Shares that is not
made in accordance with: (A) the provisions of this Agreement; and (B)
the provisions of Regulation S, pursuant to registration under the
Securities Act, or pursuant to an available exemption from
registration under the Securities Act.
(d) Resales of the Shares. Each Vendor shall make, or cause to be made, any
resales of the Shares pursuant to one of the following methods:
(i) "offshore transactions" (as such term is defined in Regulation S)
pursuant to the resale safe harbor of Rule 904 of Regulation S adopted
under the Securities Act;
(ii) Rule 144 promulgated under the Securities Act; or
(iii) any other available exemption under the Securities Act; provided that
the Vendor shall first furnish the Purchaser with a written opinion
reasonably satisfactory to the Purchaser in form and substance from
counsel reasonably satisfactory to the Purchaser by reason of
experience to the effect that the Vendor may transfer such shares as
desired without registration under the Securities Act (each such
resale described in (i)-(iv), a "Permitted Resale" and collectively,
the "Permitted Resales"). Any such Permitted Resales shall be made in
offshore transactions or in transactions in the United States on the
Over-the-Counter Bulletin Board (OTC-BB) or otherwise.
SIGNED for and on behalf of AUSTRALIS FINANCE PTY LTD
by /s/ XXXXXX XXXXXXXX XXXXXX its Managing Director and authorised officer in
the presence of:
/s/ XXXXXXXXX XXXXXXXX Witness
SIGNED for and on behalf of NATURAL GAS CORPORATION PTY LTD
by /s/ XXXXXX XXXXXXXX XXXXXX its Managing Director and authorised officer in
the presence of:
/s/ XXXXXXXXX XXXXXXXX Witness
SIGNED for and on behalf of BATAVIA OIL & GAS PTY LTD
by /s/ XXXXXX XXXXXXXX XXXXXX its Managing Director and authorised officer in
the presence of:
/s/ XXXXXXXXX XXXXXXXX Witness
SIGNED for and on behalf of NATIONAL OIL & GAS PTY LTD
by /s/ XXXXXX XXXXXXXX XXXXXX its Managing Director and authorised officer in
the presence of:
/s/ XXXXXXXXX XXXXXXXX Witness
SIGNED for and on behalf of AUSTRALIAN OIL & GAS CORPORATION
by /s/ XXXX X XXXXXX a Director and authorised officer in the presence of:
/s/ XXXXXXXXX XXXXXXXX Witness
