A BINDING JOINT VENTURE AGREEMENT-EGYPT
EXHIBIT
10.2
A
BINDING JOINT VENTURE AGREEMENT-EGYPT
This
Agreement made the 7th
day of
August, 2005 between: TransPacific Petroleum Corp., a Corporation organized
and
existing under the laws of the Province of British Columbia - Canada
(hereinafter referred to as "TransPacific") and Mogul Energy Ltd., a Corporation
organized and existing under the laws of the Province of British Columbia
-
Canada and any Associated Company that might join them at a later date
(hereinafter referred to as “Mogul”).
This
agreement is supplemental to the attached binding farm-out agreement dated
August 1st,
2005
between Dover Investments, TransPacific and Mogul. It has been mutually agreed
by and between the parties to the following:
1. Mogul
is
committed to drill and complete or abandon, at its own expense, two exploratory
xxxxx at locations acceptable to them, down to the Xxxxx Formation or 9,000
feet
(whichever comes first) in East Wadi Araba Concession (EWA), before the end
of
the second exploration period and, the first well should spud within a maximum
of nine months from the date of this agreement.
2. Within
one week of Mogul’s issuance of a Letter of Guarantee for US$2 million to EGPC
from a major bank in Egypt, Dover will submit a Deed of Assignment to EGPC
requesting the re-allocation of interests in EWA to indicate 85% to Mogul
and
TransPacific and 15% to Dover.
3. TransPacific
will be entitled to 25% (twenty five percent) Carried Working Interest, Dover
to
15% Carried Working Interest and Mogul as 60% Working Interest in EWA. Whereby,
Mogul will be responsible for providing all expenses, costs of drilling and
completion of all exploratory and development xxxxx, all production facilities,
Cairo and field offices.
4. Within
one month of a request made by TransPacific, Mogul will be obligated to submit
a
Deed of Assignment to EGPC to declare TransPacific, or any other related
company
it designates, as a 25% (twenty five percent) Carried Working Interest partner
in EWA. Consequently, the interests becomes: Mogul as 60% Working Interest
whereas, TransPacific’s 25% and Dover’s 15% are both Carried Working
Interest.
5. In
the
case of establishing a discovery or discoveries in EWA, Mogul, TransPacific
and
Dover will share proportionately (60%, 25% and 15%) all the benefits of the
entire Cost Recovery Pool, as well as the Profit Oil portion of production.
All
partners will share proportionately in the operating costs of the Joint
Operating Company.
6. Within
one month of the approval of the Deed of Assignment by the Egyptian Government,
Mogul, Dover and TransPacific are committed to sign a Joint Operating Agreement,
based on the principals of the Association of International Petroleum
Negotiators (AIPN), to compliment this Binding Agreement and will be considered
as part of it.
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7. All
disputes between Mogul, Dover and TransPacific will be resolved and arbitrated
under the arbitration rules of the Province of Alberta - Canada by three
arbitrators, one arbitrator to be selected by each party and the two arbitrators
should agree on the third one.
8. This
Agreement is the entire agreement between the parties and, it supersedes
all
prior oral and written representations and agreements, with respect to EWA
and
may not be modified except in writing by the mutual agreement of Mogul and
TransPacific.
9. This
agreement shall ensure to the benefit of and shall be binding upon the parties
hereto and their respective successors, heirs and approved
assignors.
In
witness whereof, the parties have executed this Agreement this 7th
day of
August, 2005.
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/s/
Xxxxxx Xxxx
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Xx.
Xxxxxx Tyab-President
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Dated:
August 7th
,
2005
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Mogul
Energy Ltd.
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/s/
Ghareeb X. Xxxx
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Xx.
Xxxxxxx X. Xxxx - President
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Dated:
August 7th
,
2005
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TransPacific
Petroleum Corp.
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