Exhibit 10.1
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Dated 10 September 2004
GASCORP, INC
(Incorporated in Delaware, USA)
and
AUSTRALIAN OIL & GAS CORPORATION
(Incorporated in Delaware, USA)
and
AUSTRALIS MINING FINANCE PTY LTD
(ACN 004 857 489)
with
NATIONS NATURAL GAS PTY LTD
(ACN 080 165 662)
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PRELIMINARY AGREEMENT TO ACQUIRE
NATIONS NATURAL GAS PTY LTD
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THIS PRELIMINARY AGREEMENT is made the 10th September 2004.
BETWEEN
GASCORP, INC of 0000 Xxxxx Xxxxxxx Xxx, Xxxxxxxx,
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Xxxxxxx 00000 ("Gascorp"); and
AUSTRALIAN OIL & GAS CORPORATION of 0000 Xxxxx Xxxxxxx Xxx, Xxxxxxxx,
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Arizona 86305 ("AOGC"); and
AUSTRALIS MINING FINANCE PTY LTD of Xxxxx 00, 000 Xxxxxxx Xxxxxx,
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Xxxxxxxxx, Xxxxxxxx 0000 ("Vendor"); and
NATIONS NATURAL GAS PTY LTD of Xxxxx 00, 000 Xxxxxxx Xxxxxx,
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Xxxxxxxxx, Xxxxxxxx 0000 ("Nations")
IT IS HEREBY AGREED AS FOLLOWS:
1. Gascorp agrees to acquire from the Vendor and the Vendor agrees to procure
the sale of all the outstanding shares of Nations, with the exception of
100,000 shares held by Alpha Oil & Natural Gas Pty Ltd (Alpha) which is
intended to become a subsidiary of AOGC.
2. Upon acquisition, Nation's only asset will be a 30% interest in the permits
of the National Gas Consortium, (NT/P62, NT/P63, NT/P64 and NT/P65) (the
Permits) and 100,000 shares in Alpha.
3. All past and accumulated outstanding liabilities of Nations associated with
the acquisition, exploration and maintenance of the Permits will be
maintained by Nations and assumed by Gascorp, such that the transferors of
shares in Nations shall not at any time be obliged to discharge these
liabilities.
4. The shareholders of Nations shall, upon satisfaction of all conditions, be
entitled to receive 2,100,001 shares of common in AOGC as consideration for
Nations, which shall be newly issued by AOGC, and divided amongst
participating Nations shareholders in such proportions as the participating
Nations shareholders may decide.
5. Any liabilities of Nations, other than those associated with the Permits,
shall be dealt with by the shareholders of Nations and discharged to the
satisfaction of Gascorp.
6. The transaction is subject to execution of formal documentation,
satisfactory to Gascorp and the Vendor.
7. 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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GASCORP, INC
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
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M.A.Xxxxxx
Witness
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
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M.A.Xxxxxx
Witness
SIGNED FOR AND ON BEHALF of
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AUSTRALIS MINING FINANCE PTY LTD
by authority of the Directors and
in the presence of /s/ E. Xxxxxxxx Xxxxxx
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E.Xxxxxxxx Xxxxxx
Director
/s/ M.A. Xxxxxx
---------------
M.A.Xxxxxx
Witness
SIGNED FOR AND ON BEHALF of
-------------------------
NATIONS NATURAL GAS PTY LTD
by authority of the Directors and
in the presence of: /s/ E. Xxxxxxxx Xxxxxx
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E.Xxxxxxxx Xxxxxx
Director
/s/ M.A. Xxxxxx
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M.A.Xxxxxx
Witness
