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EXHIBIT 10.43
Bligh Oil & Minerals N.L. ACN 009 799 455
November 6, 1997
Antrim Energy Ltd.
1050 000 0xx Xxxxxx X.X.
Xxxxxxx, XX X0X 0X0
Xxxxxx
Attention: Xx. Xxxx Xxxxxx, Manager, Business Development
Gentlemen:
Re: Proposed Trade and Farmout Agreements, Tunisia, Tanzania and
New Zealand.
Heads of Agreement
This letter sets forth the basic understanding between us with
respect to our projects in the above areas. Subject to the
provisions indicated herein, it has been agreed between us as
follows:
1. That Antrim will assign to Bligh a 20.00% Participation
Interest in its Pemba-Zanzibar block in Tanzania, and that Bligh
will assign to Antrim a 20.00% Participating Interest in its
Fejaj Permit, Tunisia. The effective date of these assignments
will be January 1, 1998. Antrim will repay to Bligh US$225,000
of the historical costs incurred on the Fejaj Permit. This
payment will be made upon execution by Antrim of the Deed of
Assignment effecting the transfer of interest from Bligh to
Antrim.
It is acknowledged by both Parties hereto that Bligh commits to
drill a well to a depth of 3800 metre on the Fejaj properties,
commencing during the second quarter of 1998, at an estimated
cost of US$4,500,000. It is specifically acknowledged by Antrim
that it is acquiring an interest in the Fejaj Permit with a view
to participating in the drilling of the proposed well.
2. That Bligh will assign, or cause to be assigned to Antrim, a
15.00% Participating Interest in PEP 00000, Xxxxxxxx Xxxxx, Xxx
Xxxxxxx. The effective date of this assignment will be January
1, 1998. Antrim will repay to Bligh US$225,000 of the historical
costs incurred on PEP 38716. This payment will be made upon
execution by Antrim of the Deed of Assignment effecting the
transfer of interest from Bligh to Antrim.
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It is acknowledged by both parties hereto that Bligh intends to
drill a well to a depth of 3750 metres on PEP 38716, commencing
during the second or third quarters of 1998, at an estimated cost
of US$3,000,000. It is specifically acknowledged by Antrim that
it is acquiring an interest in PEP 38716 with a view to
participating in the drilling of the proposed well.
3. That Bligh will grant to Antrim a first right of refusal to
earn a Participating Interest in PEP 38712, Taranaki Basin, New
Zealand, to the extent that such Participating Interest becomes
available. This Participating Interest will be drawn from any
equity interest acquired by Bligh, pursuant to negotiations
currently in progress with Bligh's existing partners in the
Permit. Bligh's existing 20.00% Participating Interest is
specifically excluded from consideration in this regard.
Antrim's entitlement to earn a Participating Interest will be
limited to one half of the available net Participating Interest
negotiated by Bligh. Any interest offered to Antrim will be made
available to Antrim on the same terms and conditions to those
under which the interest is delivered to Bligh.
It is acknowledged by both Parties hereto that Bligh intends to
drill a well to a depth of 2500 metres on PEP 38712 commencing in
the second quarter of 1998, at an estimated cost of US$1,625,000.
4. That Bligh will be granted an option to acquire a 10%
participating Interest in any one of Antrim's acreage holdings
(including current acreage applications) in Mozambique,
Madagascar and Eritrea, which are in effect as of the date of
this Agreement. Bligh will be granted the opportunity to review
all technical data on each area, with a view to selecting one of
the three areas in which to participate. This option expires on
December 1st, 1997. It is acknowledged by Bligh that Antrim's
ownership of certain of the acreage blocks is subject to final
negotiation with the host government, and delivery of an interest
to Bligh cannot be guaranteed in such cases. In the event that
Bligh elects to participate in a block, and Antrim is
subsequently unable to deliver an interest in that block Bligh
may, at its discretion, select an alternative block in which to
participate.
Upon Bligh making its election, Antrim will assign to Bligh a
10.00% Participating Interest in the block or acreage application
selected by Bligh. The effective date of this assignment will be
January 1, 1998. Bligh will repay to Antrim a pro-rate share of
all costs attributable to the interest assigned, which were
accrued up to the Effective Date.
Separate trade and/or farmout agreements will be prepared for
each of the above proposed transactions except as otherwise
mutually agreed. Documentation of each transaction will be
administered independently. The transactions are subject to the
following terms and conditions:
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a. Preparation, review and mutual approval of the documentation
covering each transaction, including approval of the form of a
Joint Operating Agreement on each area.
b. Disclosure by each party of any and all liens and
encumbrances which may affect any of the properties involved,
including all work obligations for the forthcoming three years
attributable to each of the properties under the relevant permit
or tenement agreement.
c. Provision to each party of all relevant legal agreements and
documentation, evidencing chain of title and ownership of the
interest to be assigned.
d. The acquisition by Antrim or Bligh, as the case may be, of
all requisite consents and approvals for the proposed
transactions, be these from existing partners, or the relevant
authorities.
e. Each transaction can be consummated on a stand-alone basis,
by mutual agreement. However, in the event that either party
elects not to proceed with either of the transactions proposed in
Clauses 1 and 2 above, the other party may, at its sole election,
elect to withdraw from this agreement in its entirety.
f. Interests acquired by virtue of this agreement may be
assigned to third parties with the prior written approval of the
original owner, be this Bligh or Antrim. Such approval will not
be unreasonably withheld. This clause does not represent any
implication of pre-emptive or preferential rights.
Should the foregoing be acceptable to Antrim, kindly so indicate
by signing in the space provided below and returning a copy of
the executed document to me by fax at your earliest convenience.
Yours sincerely,
/s/ Xxxx X. Xxxxxx,
Chief Executive Officer
AGREED AND ACCEPTED THIS 7TH DAY OF NOVEMBER 1997.
ANTRIM ENERGY LTD.
/s/ Illegible
