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EXHIBIT 10.50
Deed of Guarantee
DATED the 26th day of March 1998.
BETWEEN
INDO-PACIFIC ENERGY LTD a company with an office at 0000-0000
Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 ("the
Guarantor")
AND
INDO-PACIFIC ENERGY PTY LTD (ACN 012 556 310) a company with an
office at 00xx Xxxxx, 0 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
Xxxxxxxxx 5000 ("the Company")
AND
BORAL ENERGY RESOURCES LIMITED (ACN 007 845 338) a company with
an office at 00 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxxxxx
("Boral")
(Boral being referred to as "the Principal")
RECITALS
A. The Principal together with Petroz NL and Xxxxxx (BOL) Pty
Ltd. are the registered holders of Exploration Permit WA-199-P
("Permit") issued pursuant to the Act.
B. The Principal is party to the Joint Venture Operating
Agreement dated 22 May 1986 ("JVOA") which governs activities in
the Permit.
C. The Company has acquired an interest in the Permit and the
JVOA pursuant to a Farmin Agreement dated 26 March 1998 ("Farmin
Agreement").
D. The Guarantor is the ultimate parent company of the Company.
E. Under the Farmin Agreement, the Guarantor has agreed to
enter into this Deed.
NOW THIS DEED WITNESS that the Guarantor, in consideration of the
promises and with the concurrence of the Company, GUARANTEES to
the Principal the due and proper performance and observance by
the Company of the obligations of the Company under the JVOA, the
Farmin Agreement, the Permit and the discharge of the liabilities
of the Company under the JVOA AND in pursuance of this Guarantee
UNDERTAKES AND AGREES with the Principal as follows:
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1. In the event of any breach by the Company of the provisions
of the Farmin Agreement, the Guarantor will in accordance with
the Farmin Agreement:
(a) Pay to the Principal on demand any and all sums of money
then due under the JVOA on account of its Percentage interests;
and
(b) if and to the extent requested by the Principal, undertake,
carry out and complete the obligations of the Company under the
Farmin Agreement as insofar as the Company has failed to do so;
and
(c) pay to the Principal any sum due to it by way of
compensation arising from or caused by or connected with the
breach of the Farmin Agreement.
2. For the purposes of clause 1(b), the Guarantor shall be
substituted for the Company as the party to the JVOA to the
intent that the Guarantor shall be subject to the obligations and
liabilities and entitled to the rights of the Company as that
party (including liability in respect of any breach of the of the
provisions of the JVOA whether occurring before or after the
substitution) in all respects as if the Guarantor had been named
as the party to the JVOA instead of the Company.
3. This Deed of Guarantee shall be a continuing guarantee until
the obligations and liabilities of the Company under the JVOA or
the Farmin Agreement shall in all respects have been performed,
observed and discharged.
4. The liability of the Guarantor under this Deed of Guarantee
shall not in any way be discharged, affected or impaired for any
reason whatsoever whether by variation of any of the provisions
of the JVOA or the granting of time or indulgence to the Company
or the waiving by or on behalf of the Principal or any breach,
failure or default whatsoever on the part of the Company or the
Guarantor or otherwise howsoever.
5. Any demand or request to be made on the Guarantor shall be
deemed to have been duly made if it is in writing signed by or on
behalf of the Principal delivered by hand or sent by prepaid post
or by facsimile transmission addressed to the Guarantor at its
address hereinbefore referred. The provisions of the Farmin
Agreement dealing with giving of notices shall apply under this
Deed of Guarantee.
6. The Guarantor shall pay all stamp duty payable in respect of
this Deed of Guarantee.
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7. This Deed of Guarantee shall in all respects be governed by
and construed in accordance with the laws of the State of South
Australia and each party submits to the jurisdiction of the
Courts of that State.
8. Words used in this Deed of Guarantee which are defined in
the JVOA shall have the same meaning given to them in the JVOA.
9. This Deed may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute one
and the same instrument. Any signature page of a counterpart may
be detached from it without impairing the legal effect of the
signature on it and attached to another counterpart identical in
form but having attached to it one or more additional signature
pages signed by the other Parties.
Forthwith upon execution by it of a counterpart of this
Deed, each Party shall cause a facsimile copy of the signature
page of the counterpart to be transmitted to each of the other
Parties and each Party shall:
(a) be bound by this Deed from the time the last of the said
counterparts has been successfully transmitted; and
(b) forthwith post an originally executed signature page to each
other Party of the counterpart executed by it.
EXECUTED as an Agreement.
THE COMMON SEAL of )
BORAL ENERGY RESOURCES LIMITED )
was affixed in accordance with )
its articles of association: )
/s/ X. Xxxxxx /s/ Robbert Willinck
Signature of Authorised Person Signature of Authorised Person
Secretary Director
Office Held Office Held
X. Xxxxxx Robbery Willinck
Name of authorised person Name of authorised person
THE COMMON SEAL of )
INDO-PACIFIC ENERGY PTY LIMITED )
was affixed in accordance with )
its articles of association: )
Xxxxxxx Xxxxxxx Lean
Name of Authorised Person
/s/ J.P. Lean
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I confirm that I have witnessed the affixing of
The Seal in the capacity of sole Director and
Sole Secretary of the company.
SIGNED for and on behalf of )
INDO-PACIFIC ENERGY LIMITED )
by its duly authorised attorney under )
power in the presence of: )
/s/ Jenni Lean /s/ X.X. Xxxxxxx
Witness Director
