Exhibit 10.2
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Dated 1st July 0000
XXXXXXXXXX OIL & GAS CORPORATION
(Incorporated in Delaware, USA)
and
AUSTRALIS MINING FINANCE PTY LTD
(ACN 004 857 489)
with
ALPHA OIL & NATURAL GAS PTY LTD
(ACN 088 272 726)
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PRELIMINARY AGREEMENT TO ACQUIRE
ALPHA OIL & NATURAL GAS PTY LTD
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THIS PRELIMINARY AGREEMENT is made the 1st day of July 2004.
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BETWEEN
AUSTRALIAN OIL & GAS CORPORATION of 0000 Xxxxx Xxxxxxx Xxx, Xxxxxxxx,
---------------------------------
Arizona 86305 ("AOGC"); and
AUSTRALIS MINING FINANCE PTY LTD of Xxxxx 00, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
-------------------------------- Victoria 3000
("Vendor"), and
ALPHA OIL & NATURAL GAS PTY LTD of Xxxxx 00, 000 Xxxxxxx Xxxxxx,
--------------------------------
Xxxxxxxxx, Xxxxxxxx 0000 ("Alpha")
IT IS HEREBY AGREED AS FOLLOWS:
8. AOGC agrees to acquire from the Vendor and the Vendor agrees to procure the
sale all of the outstanding shares of Alpha, save and except those owned by
Nations Natural Gas Pty Ltd (which is intended to be acquired by Gascorp,
Inc in a subsequent transaction).
9. Upon acquisition, Alpha's only asset will be a 20% interest in the permits
of the Browse Joint Venture, (WA-332-P, WA-333-P, WA-341-P and WA-342-P)
(the Permits).
10. All past and accumulated outstanding liabilities of Alpha associated with
the acquisition, exploration and maintenance of the Permits will be
maintained by Alpha and assumed by AOGC, such that the transferors of
shares in Alpha shall not at any time be obliged to discharge these
liabilities.
11. The shareholders of Alpha shall, upon satisfaction of all conditions, be
entitled to receive 2,000,002 shares of common stock of AOGC as
consideration for Alpha, which shall be divided amongst Alpha shareholders
in such proportions as the Alpha shareholders may decide.
12. Any liabilities of Alpha, other than those associated with the Permits,
shall be dealt with by the shareholders of Alpha and discharged to the
satisfaction of AOGC.
13. Securities held by Alpha as trustee for other parties shall either be
transferred to the beneficiaries of such securities or shall, at the
election of the beneficiaries, continue to be held by Alpha as bare trustee
for the beneficiaries.
14. The transaction is subject to execution of formal documentation,
satisfactory to AOGC and the Vendor.
15. The formal documentation shall be subject to all necessary regulatory and
shareholder consents (if any are required).
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day
-------------------
first hereinbefore mentioned.
SIGNED FOR AND ON BEHALF of
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AUSTRALIAN OIL & GAS CORPORATION
by authority of the Directors and
in the presence of: /s/ X.X. Xxxx
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X.X.Xxxx
Director
/s/ M.A. Xxxxxx
---------------
M.A.Xxxxxx
Witness
SIGNED FOR AND ON BEHALF of
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AUSTRALIS MINING FINANCE PTY LTD the VENDOR
--------------------------------- ------
by authority of the Directors and
in the presence of /s/ E. Xxxxxxxx Xxxxxx
----------------------
E.Xxxxxxxx Xxxxxx
Director
/s/ M.A. Xxxxxx
----------------
M.A.Xxxxxx
Witness
SIGNED FOR AND ON BEHALF of
-------------------------
ALPHA OIL & NATURAL GAS PTY LTD
by authority of the Directors and
in the presence of: /s/ E. Xxxxxxxx Xxxxxx
----------------------
E.Xxxxxxxx Xxxxxx
Director
/s/ M.A. Xxxxxx
---------------
M.A.Xxxxxx
Witness
