PROVIDENCE RESOURCES, INC.

Exhibit 10

PROVIDENCE RESOURCES, INC.

000 Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

December 12, 2013

TO:

Paltar Petroleum Limited

0000 Xxxxx Xxxxxx Xxxxx 0000

Xxxxxx, Xx. 00000

Attention:

Xx. Xxxx Xxxxxx

Dear Sirs:

RE: Paltar Petroleum Limited Northern Territory Exploration Permits & Application

This letter sets out the agreement (“Agreement”) reached among Providence Resources, Inc. as purchaser

(“the Purchaser”), and Paltar Petroleum Limited (the "Vendor") regarding the transfer and sale by the

Vendor of Vendor’s 50% interest in the petroleum exploration permit and application assets listed on

Schedule A hereto (the “Assets”) to the Purchaser upon the terms and conditions set forth herein. Xxxx

Xxxxxx (“Xxxxxx”), as an indirect major shareholder and CEO of the Vendor, and CR Innovations AG

(“CR Innovations”), as the lender under the proposed Bridge Loans, each agree to the terms hereof.

Acquisition

The Vendor (or at Vendor’s option, a subsidiary of the Vendor) hereby agrees to sell, assign and

transfer to the Purchaser (or, at Purchaser’s option, a subsidiary of the Purchaser) the Assets on

the terms and subject to the conditions set out in this Agreement (the “Sale”), free and clear of all

liabilities, although subject to the terms of all existing agreements with Northern Land Council

and with Sweetpea Petroleum Pty Limited. The Vendor has not operated the Assets nor

meaningfully explored or developed same. The Assets produce no revenues. The Assets consist

primarily of two oil and gas exploration government issued permits (“Permits”) and one

application for a Permit (“Applications”) on property in northern Australia.

Consideration

In consideration for the sale and transfer of the Assets to the Purchaser, the Purchaser agrees to

arrange the Bridge Loans and issue to the Vendor shares of the Purchaser’s common stock equal

to 50% of the issued and outstanding capital stock of the Purchaser at Closing (the “Providence

Resources Shares”) on a fully diluted basis, after giving effect to all debt-for-equity conversions

necessary to reduce the Purchaser’s long term debt to zero and its short term debt to less than

US$60,000. The Vendor acknowledges that the Providence Resources Shares will be restricted

as to sale by US securities laws and rules and will carry a restrictive legend indicating such

restrictions, and in addition, the Vendor has agreed to a lockup of the Providence Resources

Shares such that none may be sold for 3 years after closing, except as may be otherwise permitted

by the unanimous resolution of the board of the Purchaser. Any shares that may be transferred by

the Vendor by way of dividend or otherwise to a party where Xxxx Xxxxxx is the beneficial owner

will be locked up for an additional 2 years (a total of five years). The Vendor will become an

“affiliate” of the Purchaser and as such, will be required to file insider reports and otherwise

comply with SEC affiliate rules.

Loan Facilities

CR Innovations AG will loan the following amounts to Vendor on or before the dates indicated

below (collectively, the “Bridge Loans”), with all such amounts used by Vendor to pay amounts

now due Northern Land Council, quarterly interest coming due on convertible notes previously

issued by Vendor, and invoices of Vendor’s third party creditors, all as shown in Schedule B to

this Agreement:

Loan Date

Principal Amount

Name

Execution of this letter

AUS$330,000

Bridge Loan 1

December 31, 2013

AUS$200,000

Bridge Loan 2

March 31, 2014

AUS$200,000

Bridge Loan 3

In the event the Sale closes, (i) Bridge Loan 1 will be repaid by the Purchaser on November 30,

2014 with interest at 12% per annum calculated monthly from the date of advance and (ii) Bridge

Loans 2 and 3 will be replaced by a single convertible note issued by the Purchaser to CR

Innovations AG (due three years after the closing date of the Sale [the “Closing Date”] and

convertible at the option of CR Innovations into shares of the Purchaser’s common stock at

US$.02 per share), with all interest from the date of advances to the Closing Date added to the

principal of the convertible note (the “Convertible Note”).

In the event that the Sale does not close, the Vendor will repay the Bridge Loans on December

31, 2014 with interest at 12% per annum calculated monthly from the date of advance. If the

Bridge Loans are not repaid by Vendor on December 31, 2014, CR Innovations AG may

immediately realize on the security granted.

The Bridge Loans (and the Convertible Note) will be secured by a single limited guarantee and

pledge of 10,000,000 common shares of the Vendor owned by Wotan Group Limited and a lien

against Vendor’s interest in the Permits, second in priority only to the cross-charge of Sweetpea

Petroleum Pty Limited under its Joint Venture and Operating Agreement with Vendor (the

“Lien”). When the Lien against Vendor’s interest in the Permits in favor of CR Innovations AG

is granted and perfected, the Wotan Group Limited pledge of 10,000,000 common shares of

Vendor will be released by CR Innovations and, if Purchaser raises US$1,000,000 from sales of

its securities subsequent to the Closing Date and by December 1, 2014, the Lien against the

Vendor’s interest in the Permits will be released by CR Innovations. In the event that Purchaser

fails to raise US$1,000,000 from the sale of its securities subsequent to the Closing Date and by

December 1, 2014, the Lien against Vendor’s interest in the Permits will remain in place in favor

of CR Innovations AG until such time as the Convertible Note is satisfied in full.

Closing and Definitive Agreements

The parties will use their reasonable best efforts to ensure that the delivery by Vendor of

registrable transfer forms for the two exploration permits and the application for an exploration

permit included in the Assets and the delivery by Purchaser of the Providence Resources Shares

(the “Closing”) occurs on or before April 30, 2014, or on such other date as the parties may agree,

to be held at such place and time as the parties may agree.

The parties agree to instruct their attorneys to co-operate and complete comprehensive and

definitive agreements for the Sale. The definitive agreements will contain terms and

representations customary for agreements governing the purchase and sale of petroleum

exploration permits in Australia, as prepared by commercial legal counsel of good reputation. In

the event that any matter cannot be resolved or agreed, the terms of this Agreement will govern

respecting that matter.

The Vendor acknowledges that the Purchaser will be required within four days of executing this

Agreement to file a comprehensive 8-K entry into a material agreement report. The Vendor will

fully cooperate to provide to the Purchaser on a timely basis such information as Purchaser or its

attorneys or auditors consider necessary for preparation of the 8-K.

Vendor and Purchaser agree to include in a definitive agreement for the Sale a term pursuant to

which Purchaser will agree to issue additional common shares to Vendor in an amount up to 50%

of the number of shares that are to be issued to Vendor at Closing, if Purchaser enters into a

definitive agreement before December 31, 2014, with another company that allows that other

company to acquire an interest in one or both of the exploration permits included in the Assets,

whether by performing work, paying money, giving other things of value, or some combination

thereof. Illustrative examples of the number of additional shares that would be issued under

various scenarios are set forth in Schedule C to this Agreement.

Due Diligence

The Purchaser and the Vendor will each have the right to conduct due diligence on the other in

connection with the transactions contemplated hereunder. Each of the Purchaser and the Vendor

and their respective accountants, legal counsel and other representatives will have full access

during normal business hours to the management, properties, books, records, contracts,

commitments and other documents of the other and their subsidiaries in connection with the

transactions contemplated herein.

Closing Conditions

10.

This Agreement and the Closing hereof is subject to the following:

(a)

the representations of the Vendor respecting the Assets as delivered to the Purchaser

being true in all material respects, free and clear of all encumbrances (other than the

security of the Bridge Loans and the terms of the Joint Venture and Operating Agreement

[the “Sweetpea Joint Venture Agreement”] dated September 16, 2011, between Sweetpea

Petroleum Pty Limited [“Sweetpea”] and Vendor; the Supplementary Agreement dated

June 2011, between Sweetpea and Vendor; Exploration Agreement dated July 18, 2012,

between Sweetpea and Northern Land Council; and the Deed of Assignment dated

October 5, 2012, among Northern Land Council, Sweetpea and Vendor);

(b)

if required, the passing of resolutions by the members of the Vendor approving the Sale,

such approval to be obtained in accordance with part 2E of the Corporations Act,

Australia. Xxxxxx holds approximately 60% of the Vendor’s outstanding shares and

agrees to vote his shares in favor of the Sale and to recommend and encourage all other

of the Vendor’s shareholders to do the same;

(c)

the passing of a resolution of the Purchaser’s board of directors appointing Xxxx Xxxxxx

to the Purchaser’s board of directors joining Xxxxxx Xxxxxx and Xxxx Xxxxxxx as

directors thereof and accepting the resignation of Xxxxxxxxx Xxxxxxxxxxxx from the

Purchaser’s board of directors, to be effective at Closing;

(d)

the agreement of Vendor and CR Innovations AG to vote their Purchaser shares in a

manner that will leave the board of directors of Purchaser as set forth in the preceding

subparagraph (c) until Purchaser has raised at least US$1,000,000 through sales of newly-

issued common stock, repaid Bridge Loan 1, and satisfied the Convertible Note in full;

(e)

the Bridge Loans having been advanced to Vendor;

(f)

the Northern Territory government having allowed the first year work program

expenditures on the two Permits to be applied in satisfaction of both the first and second

year work requirements;

(g)

Vendor not being in material default under the Joint Venture and Operating Agreement

dated September 16, 2011, with Sweetpea Petroleum Pty Limited; and

(h)

all representations and warranties contained herein and to be contained in the definitive

agreements described above shall be true and correct at the date of Closing in all material

respects.

The conditions in item 10(a) and (f) are for the benefit of the Purchaser and may be waived by the

Purchaser at any time. The conditions in all other items are also for the benefit of the Vendor, and may be

waived only upon the agreement of both Vendor and Purchaser.

Representations of the Purchaser

11.

The Purchaser represents and warrants to the Vendor that:

(a)

the authorized capital of the Purchaser consists of 25,000,000 preferred shares with a par

value of US$0.0001 per share, of which there currently are no shares issued and

outstanding, and 250,000,000 common shares with a par value of US$0.0001 per share,

of which there currently are 34,598,596 shares issued and outstanding, that the Purchaser

intends to settle approximately US$17,837,289 in outstanding debt for common stock

issued at US$.12 per share prior to Closing Date of the Sale; and that the Purchaser

intends either to adjust the number of its outstanding common shares by reverse split or

to increase the number of authorized shares so that the transactions contemplated hereby

may be done;

(b)

at the Closing Date, there will be no other rights, or warrants outstanding pursuant to

which any shares of the Purchaser may be issued and no other securities issued and

outstanding or issuable which are or may be convertible or converted into shares of the

Purchaser, except 350,000 options and those securities contemplated under this

Agreement;

(c)

the Purchaser is duly incorporated under the laws of the State of Texas; and

(d)

all of the Purchaser’s continuous disclosure filings with the Securities Exchange

Commission of the United States are in good standing, though delinquent as of the

quarterly periods ended June 30, 2013, and September 30, 2013, and are complete and

accurate and other than as contemplated herein, there are and shall at Closing be no

material changes in the Purchaser’s business and affairs from that which is disclosed in

the Purchaser’s continuous disclosure documents.

Representations of the Vendor

12.

Each of the Vendor and Xxxxxx represents and warrants to the Purchaser that at the date hereof:

(a)

subject to required governmental and other approvals as may be required by law or

contract, which the Vendor will use its best efforts to obtain, the Vendor has the full

power and authority to transfer or cause to be transferred the Assets to the Purchaser free

and clear of any charges, encumbrances, liens or claims (other than the terms of all

existing agreements with Northern Land Council and with Sweetpea Petroleum Pty

Limited);

(b)

the Vendor has all property rights and interest in and holds all interests in all aspects of

the Assets, free and clear of all encumbrance (other than the terms of all existing

agreements with Northern Land Council and with Sweetpea Petroleum Pty Limited); and

(c)

the Vendor is not in default under the Joint Venture and Operating Agreement dated

September 16, 2011, between Sweetpea Petroleum Pty Limited and Vendor.

Covenants

13.

The Purchaser hereby covenants to the Vendor that the Purchaser shall conduct its business in the

ordinary and normal course and shall not, without the prior written consent of the Vendor, enter

into any transaction which would cause any of its representations or warranties or agreements

contained in this Agreement to be incorrect or to constitute a breach of any covenant or

agreement of the Purchaser herein.

14.

The Vendor hereby covenants to the Purchaser as follows:

(a)

the Vendor shall conduct its business in the ordinary and normal course and shall not

enter into any transaction which would cause any of the Vendor’ representations or

warranties contained in this Agreement to be incorrect or constitute a breach of any

covenant or agreement of the Vendor contained in this Agreement;

(b)

the Vendor shall use commercially reasonable efforts to cause Sweetpea Petroleum Pty

Limited to waive the requirement set forth in clause 7.4(d) of the Joint Venture and

Operating Agreement that Initial Work Program Expenses attributable to the third year of

the exploration permits included in the Assets be deposited into an escrow account 180

days after August 28, 2013, anniversary, and instead to require that such amounts be

delivered by Paltar to the escrow account no later than December 31, 2014;

(c)

The Vendor shall continue to use its best efforts after Closing to cause the exploration

permit application to be converted to an exploration permit;

(d)

the Vendor shall not take any action which would result in any material adverse change

to the Vendor or to sell, transfer, encumber or dispose of any of the Assets or related

entitlements, except as is permitted in writing by the Purchaser; and

(e)

the Vendor shall not transfer any of the Assets to any other party except in accordance

with the terms of this Agreement.

Binding Agreement

15.

Upon acceptance of the terms of this Agreement by all of the parties hereto, this Agreement shall

be deemed to constitute and shall be a legally valid and binding agreement.

Confidentiality

16.

The Vendor acknowledges that the Purchaser is a public company and has an obligation to

disclose all material information about its affairs. The Vendor agrees that it will not trade in the

securities of the Purchaser while in possession of, will ensure its management do not so trade, nor

will the Vendor inform others of (except on a need to know basis), any non-disclosed material

information about the Purchaser.

General

17.

Each party will pay its own legal costs, whether or not the transactions contemplated hereby are

completed.

18.

This Agreement shall be governed and interpreted in accordance with the laws of the State of

Texas.

19.

This Agreement may be executed in counterparts with the same effect as if each of the parties

hereto had signed the same document and all counterparts will be construed together and

constitute one and the same instrument.

20.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their

respective heirs, executors, personal representatives, successors and assigns.

21.

All dollar references are to either United States dollars denominated as “US$” or Australian

dollars denominated as “AUS$”.

22.

This Agreement represents the entire agreement between the parties with respect to the

transactions contemplated herein and supersedes all other prior agreements, understandings,

negotiations and discussions, if any, subject to the execution of definitive agreements in

accordance with this Agreement.

If the foregoing correctly sets out the terms of our agreement, please execute this letter in the space

provided.

PROVIDENCE RESOURCES, INC.

By: /s/ Xxxxxxxxx Xxxxxxxxxxxx

Authorized Signatory

Agreed to and accepted,

PALTAR PETROLEUM LIMITED

By: /s/ Xxxx Xxxxxx

/s/ Xxxx Xxxxxx

Authorized Signatory

Xxxx Xxxxxx, individually

CR INNOVATIONS AG

By: /s/ Xxxxxxxxx Xxxxxxxxxxxx

Authorized Signatory

Exhibit 10

SCHEDULE A

THE ASSETS

EXPLORATION PERMITS:

As to which Vendor will deliver transfer instruments in respect of its 50% interest to Purchaser at

Closing:

Northern Territory EP 136 and EP 143

APPLICATION FOR EXPLORATION PERMITS

As to which Vendor will promise to deliver transfer instruments to Purchaser when and if exploration

permits are issued to Vendor:

Northern Territory EP(A) 197

Exhibit 10

SCHEDULE B

USE OF BRIDGE LOAN PROCEEDS

Execution of Letter Agreement Bridge Loan

Northern Land Council

AUS$250,000

Third party creditors

80,000

December 31, 2013 Bridge Loan

Akea, Xxxxx, Timaddy Quarterly Interest

AUS$172,000

Third party creditors

28,000

March 31, 2013 Bridge Loan

Akea, Xxxxx, Timaddy Quarterly Interest

AUS$172,000

Third party creditors

28,000

Exhibit 10

SCHEDULE C

ADDITIONAL SHARE COMPUTATION UNDER PARAGRAPH 8

The Basic Formula

The basic formula for determining the number of additional shares to be delivered to Vendor if Purchaser

enters into a farmout before December 31, 2014 is:

x * 0.5 * A

N = _______________________

20,000,000 * y *2,

where

N is the number of additional shares of Purchaser’s common stock

x is the farmee’s expenditures for work to performed to earn its interest under the farmout

agreement and the cash to be paid by farmee to farmor, in both cases expressed in US dollars

A is the number of common shares first issued to Vendor under the first sentence of paragraph 2

y is the net acreage to be earned by the farmee divided by the gross acreage covered by all

exploration permits (but not applications) in which farmee will be earning an interest. For this

purpose, the net acreage to be earned by farmee is the gross number of acres in which farmee

would earn an interest, multiplied by the percentage interest which farmee would earn in those

acres. For example, if EP 136 were 100 acres and EP 143 were 150 acres, and if farmee could

earn a 50% interest in EP 136 only, then y would equal (100 * .5) divided by100;

provided, however, that N may never exceed 50% of the number of shares that were issued to Vendor at

the Closing,

Basic Example

If Vendor initially receives 183,242, 671 common shares under the first sentence of paragraph 2, and if

Sweetpea and Purchaser both enter into a single farmout with Oil Company covering both of EPs 136 and

143 (no permit then having been granted in respect of EP(A) 197), and if Oil Company drills a horizontal

well at a cost of US$20 million in order to earn a 50% interest in EPs 136 and 143 (25% coming from

Sweetpea and 25% coming from Purchaser), then

20,000,000 * 0.5 * 183,242,671

91,621,336 =

^{___________________________________________}

20,000,000 * 0.50 *2

Note

While the farmout agreement itself must be entered into by December 31, 2014, it may be amended or

modified after December 31, 2014, and shares shall be issued to Vendor in accordance with the formula

as information becomes available concerning earning expenditures and payments actually made by farmor

under such agreement and any amendments thereto, even if those expenditures or payments are made

after December 31, 2014. Recognizing the inventiveness with which transactions in the nature of

farmouts may be structured, the parties agree that the formula set forth above shall be liberally interpreted

and adapted to accomplish the intended outcome among transactions that are substantially of equivalent

economic effect.

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PROVIDENCE RESOURCES, INC.

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