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EXHIBIT 10.06
THIS DEED is made 30 October 1997
BETWEEN
INDO-PACIFIC ENERGY (NZ) LIMITED of 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Indo-Pacific")
AND
MOONDANCE ENERGY PTY LTD of 000 Xxxxxx Xxxxxx, Xxxxx,
Xxxxxxx Xxxxxxxxx ("Moondance")
AND
BORAL ENERGY RESOURCES NZ LIMITED of 00 Xxxxx Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx ("Xxxxx Energy")
AND
CROFT EXPLORATION LTD of Xxxxxxxx Xxxxx, 0 Xxxxxxxx
Xxxxxxxx, Xxxxxxx X00XX, Xxxxxx Xxxxxxx ("Croft")
RECITALS
A. As at the Effective Date Indo-Pacific, Moondance and Croft
are parties to an unincorporated joint venture for the purpose of
holding their respective Participating Interests in PEP 38328 in
the percentages set out as follows;
Indo-Pacific 70%
Moondance 20%
Croft 10%
B. Indo-Pacific has agreed with Boral Energy pursuant to a
farmin agreement dated 30 October 1997 to assigning the
Indo-Pacific Assigned Interest to Boral Energy.
C. Moondance has agreed with Boral Energy pursuant to a farmin
agreement dated 30 October 1997 to assign the Moondance Assigned
Interest to Boral Energy.
THE PARTIES AGREE as follows:
1. Definitions and Interpretations
1.1 Definitions
In this Deed (including the Recitals) unless the context
otherwise requires:
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1.1.1 "Act" means the Crown Minerals Act (NZ) 1991 and any
regulations made thereto.
1.1.2 "Deed" means this deed between the Parties.
1.1.3 "Indo-Pacific Assigned Interest" means a 20%
Participating Interest owned by Indo-Pacific assigned to Boral
Energy.
1.1.4 "Effective Date" means 2 November 1996.
1.1.5 "Moondance Assigned Interest" means a 10% Participating
Interest owned by Moondance assigned to Boral Energy.
1.1.6 "Parties" means each of Indo-Pacific, Moondance, Boral
Energy and Croft.
1.1.7 "Participating Interest" means a percentage interest of
a Party in the Permit.
1.1.8 "Permit" means petroleum exploration permit PEP 38328
or any renewal or extension thereof and any mining permit granted
pursuant thereto.
1.1.9 "Minister" means the Minister of Energy as defined
under the Act who administers the approval and registration
procedure under the Act.
1.1.10 "Boral Participating Interest" means together the
Indo-Pacific Assigned Interest and the Moondance Assigned
Interest assigned to Boral.
1.2 Interpretation
In this Deed, unless a contrary intention appears:
1.2.1 a reference to this Deed is a reference to this Deed as
amended, varied, novated or substituted from time to time;
1.2.2 a reference to any legislation or any provision of any
legislation includes:
(a) all regulations, orders or instrument issued under the
legislation or provision; and
(b) any modification, consolidation, amendment,
re-enactment, replacement or codification of such legislation
or provision;
1.2.3 a word:
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(a) importing the singular includes the plural and vice
versa; and
(b) denoting an individual includes corporations,
firms, unincorporated bodies, authorities and instrumentalities;
1.2.4 a reference to a Party to this Deed or any other
instrument includes that Party's executors, administrators,
successors and permitted assigns;
1.2.5 where a word or phrase is given meaning, any other part
of speech or grammatical form has a corresponding meaning; and
1.2.6 a reference to a clause number, schedule number or
annexure number (or letter) is a reference to a clause, schedule
or annexure of this Deed;
1.2.7 words and expressions used in this Deed which are used
in the Act shall where the context admits have the same meaning
as they have in the Act.
2. Approval
2.1 Each dealing evidenced by this Deed to which the Act applies
will relate back to and take effect on and from the Effective
Date upon the date of obtaining approval for such dealing in
accordance with the Act.
2.2 Indo-Pacific, Moondance and Boral Energy must use all
reasonable endeavours to have all dealings evidenced by this Deed
approved and registered as contemplated by clause 2.1 as
expeditiously as possible.
2.3 If any dealing evidenced by this Deed is not approved and
registered in accordance with clause 2.1 within 12 months of
execution of this deed (or such other date as the Parties may
agree), any Party may terminate this Deed at any time by notice
to other Parties and this Deed will terminate on the receipt of
that notice.
2.4 On termination of this Deed under clause 2.3, the Parties
must execute all documents and do all other things necessary or
desirable to place each other in the same position as they would
have been had this Deed or the farmin agreements referenced in
Recitals B and C not been executed or acted upon.
3. Boral Energy
3.1 With effect on and from the Effective Date, Boral Energy
assumes the obligations and liabilities arising on and from the
Effective Date (but always excluding liabilities and obligations
arising prior to the Effective Date) and shall be entitled to the
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full benefit and advantage of the Boral Participating Interest
and all rights thereunder to the same extent to which
Indo-Pacific and Moondance would have been so entitled had the
Boral Participating Interest not been assigned to Boral Energy.
3.2 Boral Energy will indemnify and keep indemnified Croft
against all liability which it may incur by reason of any breach
or non-observance by Boral Energy of any of the provisions of
this Deed.
3.3 With effect on and from the Effective Date Croft accepts the
liability of Boral Energy as set out in clause 3.1 hereof.
4. Indo-Pacific and Moondance
4.1 Each of Indo-Pacific and Moondance covenant and agree with
Croft to duly and punctually discharge all liabilities and
perform all obligations incurred in respect of the Indo-Pacific
Participating Interest and the Moondance Participating Interest
respectively prior to the Effective Date (but excluding
liabilities and obligations scheduled for performance on or after
the Effective Date) regardless of whether such liability and
obligations arise before or after the Effective Date.
4.2 Each of Indo-Pacific and Moondance shall indemnify and hold
Croft harmless from and against all liability which it may incur
by reason of any breach or non-observance by Indo-Pacific or
Moondance of this Deed.
5. Participating Interests
The Parties agree that on and from the Effective Date their
respective Participating Interests shall be as set out below;
Indo-Pacific 50%
Moondance 10%
Boral Energy 30%
Croft 10%
____
100%
6. Notices
Any notice to be given to Boral Energy under this Deed must be
delivered or sent to:
Boral Energy Resources NZ Limited
C/- 00 Xxxxxxxxx Xxxxxx
Xxxxxxxx XX 0000
Facsimile: (00) 0000 0000
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7. Miscellaneous
7.1 This Deed will be binding upon the enure to the benefit of
the Parties, their respective successors and each person who
derives from them title to a Participating Interest.
7.2 This Deed will be governed by and construed in accordance
with laws of New Zealand for the time being in force.
7.3 The Parties submit to the non-exclusive jurisdiction of the
Courts of New Zealand and all courts competent to hear appeals
therefrom.
7.4 The Parties will bear their own legal costs arising out of
the preparation of this Deed, but Boral Energy will bear all
stamp duty and registration fees payable on this Deed and any
document directly related to or consequential upon this Deed.
7.5 Each of the Parties must take all such steps, execute all
such documents and do all such acts and things as may be
reasonably required by any other Party to give effect to the
intent of this Deed.
7.6 Each attorney executing this Deed states that he has no
notice of the revocation of his power of attorney.
EXECUTED by the parties as a Deed.
SIGNED by INDO-PACIFIC ) The Common Seal of
ENERGY (NZ) LIMITED by its duly ) INDO-PACIFIC ENERGY
authorised attorney Xxxxxxxx ) (NZ) LIMITED
Xxxxxxxx Lean:
/s/ Jenni Lean /s/ Xxxxx Xxxxxxx
Signature Signature
Attorney Director
Office held Office held
The COMMON SEAL of BORAL ) The Common Seal of
ENERGY RESOURCES NZ LIMITED ) Boral Energy Resources NZ
was affixed in the ) Limited
presence of: )
/s/ Xxxx Xxxxxxx Xxxxx /s/ Robbert Xxx Xxxxxxx
Signature Signature, Director
Director Director
Office held Office held
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The COMMON SEAL of ) COMMON SEAL
MOONDANCE ENERGY PTY LIMITED ) MOONDANCE ENERGY PTY
was affixed in the presence of: ) LTD A.C.N. 073 213 546
/s/ Xxxxxxx Xxxx Corner /s/ Xxxxx Xxxxx
Signature Signature
Secretary Director
Office held Office held
The COMMON SEAL of )
CROFT EXPLORATION LTD )
was affixed in the presence of: )
/s/ Xxxxx Xxxx /s/ X. Xxxxxxxxx
Signature Signature
Director Secretary
Office held Office held
