171
EXHIBIT 10.44
▇▇▇▇▇▇▇▇▇ ENTERPRISES LIMITED
AND
DURUM ENERGY CORPORATION
AND
PEP 38716 LIMITED
AND
EURO PACIFIC ENERGY PTY LTD
AGREEMENT TO CONTRIBUTE TO FARM IN OPTION
▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇
SOLICITORS
WELLINGTON,
AUCKLAND AND NEW PLYMOUTH
AGREEMENT dated May 6, 1998
BETWEEN ▇▇▇▇▇▇▇▇▇ ENTERPRISES LIMITED ("▇▇▇▇▇▇▇▇▇")
AND DURUM ENERGY CORPORATION ("Durum")
AND PEP 38716 LIMITED ("716 Ltd")
AND EURO PACIFIC ENERGY PTY LTD ("Euro")
BACKGROUND
A. By an Option Agreement dated 21 April 1997, ▇▇▇▇▇▇▇▇▇
granted to Australian Worldwide Exploration NL (or its nominee
now nominated as AWE New Zealand Pty Limited) ("AWE") an option
to acquire from ▇▇▇▇▇▇▇▇▇ a 25% undivided interest in PEP 38716
and PEP 38716 Joint Venture.
B. By letter dated 10 April 1997, ▇▇▇▇▇▇▇▇▇ offered to the
other participants in PEP 38716 the right to contribute interest
to the Option Agreement. Durum and 716 Ltd, by facsimile dated
2 May 1997, agreed to take up the offer to participate pro rata
in the Option Agreement with ▇▇▇▇▇▇▇▇▇. By facsimile dated 12
May 1997, Euro advised that it also wished to participate in the
Option Agreement. So ▇▇▇▇▇▇▇▇▇, 716 Ltd, Durum and Euro
(collectively referred to as the "Assignors") would contribute
undivided interests to AWE (if AWE exercised the option) in the
following percentages:
172
▇▇▇▇▇▇▇▇▇: 13.2%
716 Limited: 7.6%
Durum: 2.0%
Euro: 2.2%
Total: 25.0%
C. On 30 June 1997, AWE exercised the option referred to in
Recital A. AWE did not object to splitting the Option Agreement
among the other participants, but did not wish to deal directly
with the participants other than ▇▇▇▇▇▇▇▇▇.
D. The Agreement is entered into by the parties to recognize
the contribution of interest by Durum, 716 Ltd and Euro, and
their pro rata entitlement to the benefits and obligations
accruing under the Option Agreement.
THE PARTIES AGREE
1. In consideration for Durum, 716 Ltd and Euro obtaining a pro
rata share of the benefits under the Option Agreement, they each
agree to assign an undivided interest in PEP 38716 and the PEP
38716 Joint Venture to AWE in the amounts set out in Recital ▇.
▇▇▇▇▇▇▇▇▇ agrees to share and pass on such pro rata benefits
directly to Durum, 716 Ltd, and Euro in consideration for such
agreement to assign.
2. In particular, but without limiting the generality of clause
1, ▇▇▇▇▇▇▇▇▇ agrees:
(a) to cash call AWE for $2 million, when cash calls are to be
made for the drilling of the Huinga Well, and apply the proceeds
of this cash call directly to the accounts of the Assignors
within 48 hours of receipt of funds from AWE, as follows:
▇▇▇▇▇▇▇▇▇: 52.8% $1,056,000.00
716 Limited: 30.4% $ 608,000.00
Durum: 8.0% $ 160,000.00
Euro: 8.8% $ 176,000.00
100.0% $2,000,000.00
(b) that Durum, 716 Ltd, and Euro shall be entitled to enforce,
directly or by joining ▇▇▇▇▇▇▇▇▇ as a party, any obligation to be
performed by AWE under the Option Agreement (or any amendments to
its performance agreed by ▇▇▇▇▇▇▇▇▇ and AWE). Any reference to
"▇▇▇▇▇▇▇▇▇" in the Option Agreement is, for the purposes of this
clause, to be read as a reference to the Assignors in pro rata
shares;
(c) ▇▇▇▇▇▇▇▇▇, in making cash calls on the Assignors for the
Huinga Well, will take into account the amounts to be paid by AWE
and credited to the accounts of the parties, and reduce such cash
calls accordingly.
173
3. Durum, 716 Ltd, and Euro agree to execute such documents as
are necessary, in terms agreed between the participants in PEP
38716, to effect the transfer agreed by clause 1.
SIGNED on behalf of ▇▇▇▇▇▇▇▇▇
ENTERPRISES LIMITED
in the presence of:
/s/ N. Charalambols /s/ ▇. ▇▇▇▇▇▇
Signature of Witness Signature of ▇. ▇▇▇▇▇▇
SIGNED on behalf of DURUM ENERGY
CORPORATION by its duly
authorized attorney in the presence of:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ Jenni Lean
Signature of Witness Signature of Jenni Lean
SIGNED on behalf of PEP 38716 LIMITED by
its sole director in the presence of:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ Jenni Lean
Signature of Witness Signature of Jenni Lean
SIGNED on behalf of EURO PACIFIC
ENERGY PTY LTD by a director
in the presence of:
/s/ ▇▇▇▇▇▇ Svamble /s/ ▇▇▇▇▇ ▇▇▇▇▇
Signature of Witness Signature of ▇▇▇▇▇ ▇▇▇▇▇
CERTIFICATE OF NON-REVOCATION
OF POWER OF ATTORNEY
I, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LEAN, hereby certify:
1. THAT by a Power of Attorney dated 19 June 1997 DURUM ENERGY
CORPORATION appointed me its attorney on the terms and subject to
the conditions set out in such Power of Attorney.
2. THAT at the date hereof I have not received any notice or
information of the revocation of this appointment by any means
whatsoever.
SIGNED at Wellington the 6th day of May 1998
/s/ Jenni Lean
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Lean
