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EXHIBIT 99.1
AGREEMENT FOR GRANT OF OPTIONS TO ACQUIRE 30% AND 50% INTERESTS IN
PETROLEUM EXPLORATION PERMIT 38256, NEW ZEALAND
THIS AGREEMENT made as of June 25,1998
AMONG:
TRANS-ORIENT PETROLEUM (NZ) LTD., a body corporate subsisting
under the laws of New Zealand, with a place of business at 000
Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx
("TOP")
OF THE FIRST PART
AND:
INDO-PACIFIC ENERGY (NZ) LTD., a body corporate subsisting under
the laws of New Zealand, with a place of business at 000 Xxxxx
Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx
("Indo")
OF THE SECOND PART
AND:
TRANS NEW ZEALAND OIL COMPANY (NZ) LTD., a body corporate
subsisting under the laws of New Zealand, with a place of business
at 000 Xxxxx Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx
("TNZ")
OF THE THIRD PART
WHEREAS:
A. TOP is the holder of a 50% participating interest, and Indo is
the holder of a 50% participating interest, in and to petroleum
exploration permit 00000, Xxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxxx,
granted on August 25, 1997 pursuant to -the Crown Mineral Xxx 0000
(NZ);
B. Each of TOP and Indo wish to grant to TNZ an option to acquire
from each an undivided interest of 15% in and to petroleum exploration
permit 38256 on the terms and conditions of this Agreement; and
C. Each of TOP and Indo wish to grant to TNZ a further option to
acquire from each an undivided interest of 25% in and to petroleum
exploration permit 38256 on the terms and conditions of this Agreement;
WITNESSES THAT the parties mutually covenant and agree as follows:
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ARTICLE 1 DEFINITIONS AND INTERPRETATION
1.01 In this Agreement, including its recitals and schedules, the
following words and phrases have the following meanings:
1991 Act means the Crown Minerals Act 1991 (NZ), as amended from time
to time.
Assignment Agreement means an assignment and assumption agreement in a
form prescribed by the Operator by which an Optioned Interest is
transferred to TNZ subject to a Notice being lodged with the Secretary
and to filing with, and receipt of the consent of, the Minister on such
terms and conditions as he sees fit, under section 41 of the 1991 Act.
Business day means a day that is not a Saturday or Sunday or a public
holiday in New Zealand.
Drilling Interest means the participating interest to be acquired by
TNZ on exercise of the Drilling Option and vested in TNZ on issue of a
Permit Endorsement reflecting filing of a Notice and an Assignment
Agreement relating to exercise of the Drilling Option.
Drilling Option means the grant by each of Indo and TOP to TNZ of an
option to acquire from each an undivided 25% participating interest in
and to the Permit in consideration that TNZ pay for all Well Costs for
the drilling of two exploration xxxxx on the Permit in such location or
locations as is determined appropriate by the Participants in
accordance with the Operating Agreement.
Effective Date means, with respect to the Exploration Option, the date
on which TNZ delivers a notice exercising the Exploration Option and,
with respect to the Drilling Option, the date on which TNZ delivers a
notice exercising the Drilling Option.
Exchange Rate means the ratio of the value of United States dollars to
New Zealand dollars on June 25, 1998.
Exploration Interest means the participating interest to be acquired by
TNZ on exercise of the Exploration Option and vested in TNZ on issue of
a Permit Endorsement reflecting filing of a Notice and an Assignment
Agreement relating to exercise of the Exploration Option.
Exploration Option means the grant by each of Indo and TOP to TNZ of an
option to acquire from each an undivided 15% participating interest in
and to the Permit in consideration that TNZ pay for all costs
associated with, or incurred in connection with, the collection,
processing and interpretation of at least 200 kilometers of 2D seismic
data, as proposed, approved and paid for in accordance with the
Operating Agreement.
Indo means Indo-Pacific Energy (NZ) Ltd., a body corporate subsisting
under the laws of New Zealand, with an office at 000 Xxxxx Xxxx, Xxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx.
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Joint Venture means the relationship established between Indo and TOP
for the exploration and development of, and production from, the Permit
as provided in the Operating Agreement.
Minister means the Minister of Energy (NZ).
Notice means the notice in the form prescribed under subsection 41(8)
of the 1991 Act.
Participants means until issuance of a Permit Endorsement for the
assignment of the Exploration Interest, Indo and TOP, and thereafter
Indo, TOP, TNZ and such other parties as are admitted to the Joint
Venture in accordance with the Operating Agreement.
Permit means petroleum exploration permit issued on August 25, 1997
under the 1991 Act to Indo and TOP in the proportions of 50% each.
Permit Endorsement means an amendment to the Permit as issued by the
Minister after lodging of a Notice with the Secretary in accordance
with section 41 of the 1991 Act.
Operating Agreement means the agreement dated June 25, 1998 between
Indo and TOP providing for the appointment of Indo as Operator and the
conduct of joint operations on, and in connection with, the Permit.
Operator means Indo or its successor as duly appointed in accordance
with the Operating Agreement.
Optioned Interests means the Exploration Interest or the Drilling
Interest.
TNZ means Trans New Zealand Oil Company (NZ) Ltd., a body corporate
subsisting under the laws of New Zealand, with an office at 000 Xxxxx
Xxxx, Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxx.
TNZ Options means an option granted by TNZ(US) to each of Source Rock
Holdings Ltd. and Reservoir Rock Holdings Ltd. to purchase before the
earlier of July 1, 2000 or 30 business days after the date on which TNZ
ceases to have an interest in PEP 38256 for US$0.50 per share up to
1,000,000 common shares of TNZ(US).
TNZ Shares means 1,000,000 common shares of TNZ(US) to be issued for
US$0.25 per share to Source Rock Holdings Ltd. and 500,000 common
shares of TNZ(US) to be issued for US$0.25 per share to Reservoir Rock
Holdings Ltd.
TNZ(US) means Trans New Zealand Oil Company, a body corporate
subsisting under the laws of Nevada, with an office at Suite 1200, 0000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0.
TOP means Trans-Orient Petroleum (NZ) Ltd., a body corporate subsisting
under the laws of New Zealand, with an office at 000 Xxxxx Xxxx, Xxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx.
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Secretary means the Secretary of Commerce (NZ).
Well Costs means in respect of an exploration well, all direct and
indirect costs incurred in the planning and drilling of the well,
including but not limited to the following operations and costs:
(a) site surveys;
(b) mobilization and demobilization of the drilling unit and
associated vehicles;
(c) running and setting surface and intermediate casing,
cementing, wireline logging, coring and repeat formation testing;
(d) the remedying of any blow out or mechanical failure of the
well including redrilling the well;
(e) plugging and abandoning or suspending; and
(f) analysis of results required for the preparation of completion
reports.
1.02 The captions, section numbers and article numbers appearing
in this Agreement are inserted for convenience of reference only and
will in no way define, limit, constrict or describe the scope or intent
of this Agreement nor in any way affect this Agreement.
1.03 This Agreement and all matters arising under this Agreement
will be governed by, construed and enforced in accordance with the laws
of New Zealand and all disputes will be referred to the court of
appropriate jurisdiction in the City of Wellington, New Zealand to
which jurisdiction the parties irrevocably attorn.
1.04 In this Agreement, wherever the context requires, words
importing the singular number will include the plural and vice versa,
words importing the masculine gender will include the feminine and
neuter genders and words importing persons will 11 include firms and
corporations and vice versa.
1.05 Unless otherwise stated, a reference in this Agreement to a
numbered or lettered article, section, subsection, paragraph,
subparagraph or clause refers to the article, section, subsection,
paragraph, subparagraph or clause bearing that number or letter in this
Agreement.
1.06 Each provision of this Agreement is intended to be severable
and if any term or provision of this Agreement is determined by a court
of competent jurisdiction to be illegal or invalid or unenforceable for
any reason whatsoever, such provision will be severed from this
Agreement and will not affect the legality, enforceability or Validity
of the remainder or any other provision of this Agreement.
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1.07 The word "including", when following any general term or
statement, is not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar
items or matters, but rather as referring to all other items or matters
that could reasonably fall within the broadest possible scope of the
general term or statement.
1.08 Accounting terms not otherwise defined have the means
assigned to them in accordance with New Zealand generally accepted
accounting principles.
1.09 A reference to currency means United States currency and will
be converted to New Zealand currency at the Exchange Rate.
1.10 A reference to statute or code includes every regulation made
pursuant thereto, all amendments to the statute or code or to any such
regulation in force from time to time, any statute, code or regulation
which supplements or supersedes such statute code or any such
regulation and applicable policies, orders, notices and interpretation
bulletins promulgated in connection with such statute.
1.11 A reference to an entity includes any entity that is a
successor to such entity.
1.12 Time is of the essence of the performance of every obligation
under this Agreement, and no failure or lack of diligence by any party
in proclaiming or seeking redress for any violation of, or insisting on
strict performance of, any provision of this Agreement will prevent a
subsequent violation of that provision, or of any other provision, from
giving rise to any remedy that would be available if it were an
original violation of that provision or another provision.
1.13 This Agreement will be binding upon and entire to the
benefit of the respective heirs, executors, administrators and other
legal representatives and, to the extent permitted hereunder and to be
permitted under an operating agreement relating to the Permit, the
respective successors and assigns, of the parties.
ARTICLE 2. TNZ'S REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01 Indo and TOP severally represent and warrant to, and covenant
with, TNZ that:
(a) each is duly incorporated under the laws of New Zealand,
validly exists andis in good standing with respect to all
applicable law, and is duly registered to carry on business in all
other jurisdictions in which it carries on business;
(b) each owns all right, title and interest in an to 50% of the
Permit as tenants-in-common and no other person, firm or
corporation has any legal or beneficial interest, vested or
contingent, in or to the Permit;
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(c) the Permit is valid and subsisting in accordance with its
terms and conditions and the provisions of the 1991 Act;
(d) each has good and sufficient right and authority to
enter into this Agreement on the terms and conditions set
forth, to grant the Optioned Interests to TNZ, and on
exercise of either of the Optioned Interests by TNZ and on
compliance with section 41 of the 1991 Act, transfer the
legal and beneficial title to the Optioned Interest which TNZ
has exercised to TNZ;
(e) the Operating Agreement is a valid and subsisting agreement
enforceable in accordance with its terms and is the entire
agreement among Indo and TOP with respect to the conduct of
operations on, and in connection with, the Permit;
(f) the making of this Agreement and the completion of the
transactions contemplated in this Agreement does not conflict with
or result in the breach or acceleration of any indebtedness under,
or constitute default under, the constating documents of Indo or
TOP or any indenture, mortgage, agreement, lease, license or other
instrument to which either is a party or by which it is bound, or
any judgment or order of any court or administrative body by which
either is bound;
(g) there are no liabilities, whether direct, indirect absolute,
contingent or otherwise that would have a material adverse affect
on the Permit or the Optioned Interests;
(h) there is no basis for and there are no actions, suits
judgments, investigations or proceedings outstanding or pending by
or against Indo or TOP and, to the several knowledge of Indo or
TOP or either of them, there is no basis for and there are no
actions, suits, judgments, investigations or proceedings
threatened against or affecting Indo or TOP at law or in equity or
before or by any- federal, provincial, state, municipal or other
governmental department, commission, board, bureau or agency which
would materially adversely affect the right, title or interest of
Indo or TOP in or to the Permit; and
(i) the grant of either the Exploration Option of the Drilling
Option does not constitute a disposition of all or substantially
all of the assets or undertaking of either Indo or TOP.
2.02 Indo and TOP covenant and agree to and with TNZ that they
will, at all times this Agreement is subsisting permit TNZ, through its
representatives, to make such investigation of the Permit and the
Optioned Interests as TNZ) deems necessary or advisable to familiarize
itself with such assets, operating on, or in connection with, the
Permit and other matters, provided such investigation will not,
however, affect or mitigate Indo's and TOP's covenants, representations
and warranties under this Agreement which will continue in full force
and effect;
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2.03 The several representations, warranties, covenants and
agreements of Indo and TOP contained in this Agreement will be true at
and as of the date of vesting of the Exploration Interest and of the
Drilling Interest as though such representations, warranties, covenants
and agreements were made at and as of such dates and except for the
waiver of any condition by TNZ, the representations, warranties,
covenants and agreements of Indo, and TOP will survive such dates and,
notwithstanding the exercise of the Optioned Interests, will continue
in full force and effect.
2.04 Indo and TOP will severally defend, indemnify and save TNZ
harmless from and against all actions, causes of action, losses,
damages, costs, charges, liabilities and expenses, including, but not
limited to, actual legal fees, arising out of or in connection with any
breach of any term or condition by Indo or TOP of any covenant,
representation or agreement contained in this Agreement and not
accepted or waived by TNZ at the time of exercise of the Exploration
Option or at the time of exercise of the Drilling Option.
2.05 Indo and TOP acknowledge and agree that TNZ has entered into
this Agreement relying on the warranties, representations, covenants
and other terms and conditions of this Agreement, and that no
information which is now known or which may become known to TNZ or its
professional advisors after the date or this Agreement will limit or
extinguish the right to an indemnity under this provision, except any
breach accepted or waived by TNZ at the time of exercise of the
Exploration Option or at the time of exercise of the Drilling Option.
ARTICLE 3 TNZ'S REPRESENTATIONS, WARRANTIES AND COVENANTS
3.01 TNZ represents and warrants to, and covenant with, Indo and
TOP that:
(a) TNZ is duly incorporated under the laws of New Zealand,
validly exists and is in good standing with respect to all
applicable law, and is duly registered to carry on business in all
other jurisdictions in which it carries on business;
(b) TNZ has good and sufficient right and authority to enter into
this Agreement on the terms and conditions set forth and to
acquire the legal and beneficial title to the Exploration Interest
and the Drilling Interest;
(c) the making of this Agreement and the completion of the
transactions contemplated in this Agreement does not conflict with
or result in the breach or acceleration of any indebtedness under,
or constitute default under, the constating documents of TNZ or
any indenture, mortgage, agreement, lease, license or other
instrument to which either is a party or by which it is bound, or
any judgment or order of any court or administrative body by which
it is bound;
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(d) TNZ acknowledges the terms and conditions of the Operating
Agreement and covenants to permit the Operator to conduct on
behalf of TNZ before the exercise of any of the Exploration Option
of the Drilling Option all operations on, or in connection with,
the Permit on, and in accordance with, the terms and conditions of
the Operating Agreement;
(e) there is no basis for and there are no actions, suits
judgments, investigations or proceedings outstanding or pending by
or against TNZ and, to the knowledge of TNZ, there is no basis for
and there are no actions, suits, judgments, investigations or
proceedings threatened against or affecting TNZ at law or in
equity or before or by any federal, provincial, state, municipal
or other governmental department, commission, board, bureau or
agency which would materially adversely affect the right, title or
interest of TNZ in or to the Exploration Interest or the Drilling
Interest when acquired;
(k) TNZ is solvent and able to meet in the ordinary course its
obligations with respect to the exploration Option and the
Drilling Option, subject to the acceptance and approval from time
to time by TNZ of authorizations for expenditure prepared from
time to time by the Operator.
3.02 The representations, warranties, covenants and agreements of
TNZ contained in this Agreement will be true at and as of the date of
vesting of the Exploration Interest and of the Drilling Interest as
though such representations, warranties, covenants and agreements were
made at and as of such dates and except for the waiver of any condition
by Indo and TOP, the representations, warranties, covenants and
agreements of TNZ will survive such dates and, notwithstanding the
exercise of the Optioned Interests, will continue in full force and
effect.
3.03 TNZ will defend, indemnify and save Indo and TOP harmless
from and against all actions, causes of action, losses, damages, costs,
charges, liabilities and expenses, including, but not limited to,
actual legal fees, arising out of or in connection with any breach of
any term or condition by TNZ of any covenant, representation of
agreement contained in this Agreement and except any breach accepted or
waived by TNZ at the time of exercise of the Exploration Option or at
the time of exercise of the Drilling Option.
3.04 TNZ acknowledges and agrees that Indo and TOP have entered
into this Agreement relying on the warranties, representations,
covenants and other terms and conditions of this Agreement, and that no
information which is now known or which may become known to Indo or TOP
or its professional advisors after the date of this Agreement will
limit or extinguish the right to an indemnity under this provision,
except any breach accepted or waived by Indo or TOP at the time of
exercise of the Exploration Option or at the time of exercise of the
Drilling Option.
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ARTICLE 4 CONDITIONS PRECEDENT TO GRANT OF EXPLORATION OPTION
4.01 It is a condition that on execution and delivery of this
Agreement:
(a) there is executed and delivered by TNZ(US) and Source Rock
Holdings Ltd. an agreement providing for the issue of the TNZ
Shares to be issued to Source Rock Holdings Ltd. and such TNZ
Shares are issued in accordance with securities applicable law;
(b) there is executed and delivered by TNZ(US) and Reservoir Rock
Holdings Ltd. an agreement providing for the issue of the TNZ
Shares to be issued to Reservoir Rock Holdings Ltd. and such TNZ
Shares are issued in accordance with securities applicable law;
(c) there is executed and delivered by TNZ(US) and Source Rock
Holdings Ltd. an agreement providing for the grant of the TNZ
Options to be granted to Source Rock Holdings Ltd. in accordance
with securities applicable law; and
(d) there is executed and delivered by TNZ(US) and Reservoir Rock
Holdings Ltd. an agreement providing for the grant of the TNZ
Options to be granted to Reservoir Rock Holdings Ltd. in
accordance with securities applicable law.
ARTICLE 5 ACQUISITION OF THE EXPLORATION OPTION
5.01 Each of Indo and TOP grants to TNZ the sole and exclusive
right and option, on the terms and other conditions of this Agreement,
to acquire the Exploration Interest free and clear of all charges,
encumbrances and claims, except for those set out in the Operating
Agreement.
5.02 This Agreement and the Exploration and the Drilling Options
will terminate if before delivering a notice exercising the Exploration
Option TNZ has failed to make any payments to the Operator in
connection with work approved in accordance with the Operating
Agreement required to be done to exercise the Exploration Option and
TNZ will not be entitled to compensation or return of monies paid in
connection with work done to exercise the Exploration Option.
5.03 All operations on, or in connection with, the Permit until
exercise of the Exploration Option will be conducted under the
Operating Agreement as if TNZ were a party to the Operating Agreement
without a vote.
ARTICLE 6 EXERCISE OF THE EXPLORATION OPTION
6.01 The Operator will provide all reports, maps data and
interpretation of such data, and any other information relating to the
Permit that is, or has come into, in the possession of the Operator, to
TNZ in order that TNZ may determine whether it will exercise the
Exploration Option and become a Participant and will by written notice
inform TNZ when all such information has been provided.
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6.02 Within 20 business days of delivery of the notice by the
Operator under section 6.01, TNZ will exercise the Exploration Option
by delivery of a written notice to Indo and TOP to such effect and on
and from such Effective Date will as among the parties to this
Agreement become a Participant in the Joint Venture with respect to the
Exploration Interest but nothing will obligate TNZ to exercise the
Exploration Option.
6.03 The Operator will forthwith prepare and forward an Assignment
Agreement for execution and delivery among the Participants assigning
to TNZ the Exploration Interest and lodge such Assignment Agreement and
the required Notice with the Secretary and request the consent of the
Minister under the 0000 Xxx.
6.04 It is a condition that TNZ comply with such conditions as are
prescribed by the Minister in connection with the grant of the consent
of the Minister under the 1991 Act to the transfer of the Exploration
Interest, and if there are further costs to be incurred in connection
with compliance with such conditions, such costs will be deemed to be
part of the costs of acquiring the Exploration Interest and will be
borne by TNZ.
6.05 If and when a Permit Endorsement has been issued in
connection with the request for consent to the transfer of the
Exploration Interest, a 30% right, title and interest in and to the
Permit will vest in TNZ free and clear of all charges, encumbrances and
claims, except for the obligations of TNZ under the Operating
Agreement.
ARTICLE 7 ACQUISITION OF THE DRILLING OPTION
7.01 If TNZ has exercised the Exploration Option, it may by
delivery within 80 business days of delivery of the notice under
section 6.02 acquire the Drilling Option by the delivery of a written
notice to Indo and TOP that it is acquiring the Drilling Option and on
delivery of such notice, each of Indo and TOP grants to TNZ the sole
and exclusive right and option, on the terms and other conditions of
this Agreement, to acquire the Drilling Interest free and clear of all
charges, encumbrances and claims, except for those set out in the
Operating Agreement.
7.02 This Agreement and the Drilling Option will terminate if
before delivering the notice exercising the Drilling Option TNZ has
failed to make any payments to the Operator in connection with Well
Costs approved in accordance with the Operating Agreement required to
be done to exercise the Drilling Option and TNZ will not be entitled to
compensation for, or return of monies paid in connection with, Well
Costs.
7.03 All operations on, or in connection with, the Permit until
exercise of the Drilling Option will be conducted under the Operating
Agreement as if TNZ were a Participant holding the Exploration
Interest.
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ARTICLE 8 EXERCISE OF THE DRILLING OPTION
4.2 The obligation of TNZ to pay Well Costs will have been met on
the first to occur of:
(a) the Joint Venture deciding in accordance with the Operating
Agreement to run production casing in the second well drilled
under the Drilling Option; or
(b) the Joint Venture deciding in accordance with the Operating
Agreement to plug and abandon the second well drilled under the
Drilling Option.
8.02 The Operator will provide all reports, maps data,
interpretation of such data, results of tests, reserve calculations,
completion reports and any other information relating to the Permit
that is, or has come into, in the possession of the Operator, to TNZ in
order that TNZ may determine whether it will exercise the Drilling
Option and will by written notice inform TNZ when all such information
has been provided.
8.03 Within 20 business days of delivery of the notice by the
Operator under section 8.02, TNZ will exercise the Drilling Option by
delivery of a written notice to Indo and TOP to such effect and on and
from such Effective Date will as among the parties to this Agreement
become a Participant in the Joint Venture with respect to the
Exploration Interest and the Drilling Interest but nothing will
obligate TNZ to exercise the Drilling Option.
8.04 The Operator will forthwith prepare and forward an Assignment
Agreement for execution and delivery among the Participants assigning
to TNZ the Drilling Interest and lodge such Assignment Agreement and
the required Notice with the Secretary and request the consent of the
Minister under the 0000 Xxx.
8.05 It is a condition that TNZ comply with such conditions as are
prescribed by the Minister in connection with the grant of the consent
of the Minister under the 1991 Act to the transfer of the Drilling
Interest, and if there are further costs to be incurred in connection
with compliance with such conditions, such costs will be deemed to be
Well Costs and will be borne by TNZ.
8.06 If and when a Permit Endorsement has been issued in
connection with the request for consent to the transfer of the Drilling
Interest, a further 50% right, title and interest in and to the Permit
will vest in TNZ free and clear of all charges, encumbrances and
claims, except for the obligations of TNZ under the Operating
Agreement.
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ARTICLE 9 RIGHT OF ENTRY AND ATTORNMENT TO OPERATING AGREEMENT
9.01 Throughout the term of the Exploration Option and, if TNZ
elects to proceed with the Drilling Option, the term of the Drilling
Option, the directors and officers of TNZ and TNZ(UZ), and their
servants, agents and independent contractors, will have the rights in
respect of the Permit and information relating to the Permit as is
prescribed in the Operating Agreement as if TNZ or TNZ(US) were a
Participant.
9.02 The Operator will conduct all operations on, or in connection
with the Permit in accordance with Operating Agreement to which
agreement TNZ attorns and if an action or cause of action arises
against the Operator in such capacity before TNZ becomes a Participant,
TNZ may commence and maintain such action in accordance with the
Operating Agreement as if were a Participant.
9.03 During the term of the Exploration Option, the Operator will
deal in all respects with TNZ as if TNZ were a Participant with no vote
under the Operating Agreement.:
ARTICLE 10 TERMINATION OF THE EXPLORATION OPTION
10.01 If the Exploration Option is terminated otherwise than upon
exercise, TNZ will deliver at no cost to Indo or TOP within 90 days
after termination of the Exploration Option copies of all relevant
reports, maps, assay results and other relevant technical data compiled
by, or in the possession of, TNZ with respect to the Permit.
ARTICLE 11 TAX CONSIDERATIONS
11.01 The Operator will provide TNZ all relevant information
required to enable TNZ to assume and obtain the benefit of allowable
deductions in respect of the work to be performed to exercise the
Exploration Option and, if applicable, the Drilling Option under
applicable income tax legislation.
11.02 The Permit is a wildcat exploration area with no proven
economic reserves of petroleum and that the value of the right, title
and interest that may be acquired by TNZ is nil.
11.03 Each party will bear its own costs and expenses including,
without limitation, all legal costs and expenses in relation to the
preparation, negotiation and execution of this Agreement and each of
the documents which this Agreement requires any of the parties to
execute and deliver.
11.04 TNZ will bear all stamp duty and registration fees payable
under the 1991 Act and any applicable tax legislation on this Agreement
and each of the documents which this Agreement requires any of the
parties to execute.
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ARTICLE 12 GENERAL
12.01 The parties will execute and deliver all such further
documents and instruments and do all such further acts and things as
any of the other parties may reasonably require to carry out the full
intent and meaning of this Agreement.
12.02 This Agreement and the Operating Agreement contain the hole
agreement among the parties in respect of the grant of the Exploration
and the drilling Options and the conduct of operations on, and in
connection with, the Permit, and there are no warranties,
representations, terms, conditions, or collateral agreements, express,
implied or statutory, other than those expressly set forth in this
Agreement and the Operating Agreement.
12.03 No consent or waiver, express or implied, by any party to or
of any breach or default by any other party of any or all of its
obligations under this Agreement will:
(a) be valid unless it is in writing and stated to be a consent or
waiver pursuant to this paragraph;
(b) be relied upon as a consent or waiver to or of any other
breach or default of the same or any other obligation;
(c) constitute a general waiver under this Agreement; or
(d) eliminate or modify the need for a specific consent or waiver
pursuant to this paragraph in any other subsequent instance.
12.04 Any notice to be given by any party to another will be
deemed to be given when in writing and delivered or telecopied on any
business day to the address for notice of the intended recipient.
12.05 The address for notice of TNZ will, until changed, be:
Trans New Zealand Oil Company
Suite 1200, 1090 West Xxxxxx Street
Vancouver, B. C. V6E 2N7
Attention: Xx. Xxxxxx Xxxxxxxx, President
Telecopy: 000-000-0000
12.06 The address for notice of each of Indo and TOP will, until
changed, be:
Indo-Pacific Energy (NZ) Ltd.
Trans-Orient Petroleum (NZ) Ltd.
000 Xxxxxx Xxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxxx
Attention: Dr. Xxxxx Xxxxxxx, President
Telecopy: 011-64-4-476-0120
12.07 A party may by notice to all other parties change its
address for notice to some other address.
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12.08 A notice delivered to an address for notice will be deemed
to be valid and given notwithstanding the death or incapacity of the
person to whom the notice is directed, whether known or unknown to the
person giving the notice.
12.09 TNZ may not assign its right to acquire the Exploration
Interest or the Drilling Interest without the consent in writing of
each of In and TOP first had and received on such terms and conditions
as may be prescribed by Indo and TOP and any assignment of a
Participating Interest by TNZ will be done in accordance with the
Operating Agreement.
12.10 Until INZ has exercised the Exploration Option, Indo or TOP
may deal in such manner as they wish with the 10% Participating
Interest owned by each in accordance with the Operating Agreement, but
will until the expiry of the time prescribed for acquisition by TNZ of
the Drilling Option do nothing, and not suffer or permit anything to be
done, which would render them unable to transfer to TNZ the Drilling
Interest.
12.11 This Agreement will enure to the benefit of and be binding
upon the parties to this Agreement and their respective successors and
permitted he Permit.
EXECUTED AS AN AGREEMENT
Signed for Indo, Pacific Energy (NZ) Limited
by its duly authorised representative
/s/ X. X. Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
Signed for Trans-Orient Petroleum (NZ) Limited
by its duly authorised representative
/s/ X. X. Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
Signed for Trans New Zealand Oil Company (NZ) Ltd.
by its duly authorised representative
/s/ X. X. Xxxxxxx
Signature of representative
Office Held: President
Name of Representative: X. X. Xxxxxxx
