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EXHIBIT 10.07
THIS DEED is made 6 November 1997
BETWEEN
INDO-PACIFIC ENERGY (NZ) LIMITED of 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Indo-Pacific")
AND
MOONDANCE ENERGY PTY LTD of 000 Xxxxxx Xxxxxx, Xxxxx,
Xxxxxxx Xxxxxxxxx ("Moondance")
AND
BORAL ENERGY RESOURCES NZ LIMITED of 00 Xxxxx Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxx ("Xxxxx Energy")
AND
CROFT EXPLORATION LTD of Xxxxxxxx Xxxxx, 0 Xxxxxxxx
Xxxxxxxx, Xxxxxxx X00XX, Xxxxxx Xxxxxxx ("Croft")
AND
TRANS-ORIENT PETROLEUM (NZ) LIMITED OF 000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxxxxx ("Trans-Orient")
RECITALS
A. As at the date of this Deed Indo-Pacific, Moondance, Croft
and Boral are parties to an unincorporated joint venture for the
purpose of holding their respective Participating Interests in
PEP 38328 in the percentages set out as follows:
Indo-Pacific 50%
Moondance 10%
Croft 10%
Boral 30%
B. Indo-Pacific has agreed with its Related Body Corporate
Trans-Orient to assign the Assigned Interest to Trans-Orient and
the Other Parties agree to the assignment on the terms set out
herein.
THE PARTIES AGREE as follows:
1. Definitions and Interpretation
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1.1 Definitions
In this Deed (including the Recitals) unless the context
otherwise requires:
1.1.1. "Act" means the Crown Minerals Act (NZ) 1991 and
any regulations made thereto.
1.1.2 "Deed" means this deed between the Parties.
1.1.3 "Assigned Interest" means a 22.5% Participating
Interest owned by Indo-Pacific assigned to
Trans-Orient.
1.1.4 "Effective Date" means 15 November 1996.
1.1.5 "Parties" means each of Indo-Pacific, Moondance,
Boral Energy, Croft and Trans-Orient.
1.1.6 "Participating Interest" means a percentage
interest of a Party in the Permit.
1.1.7 "Permit" means petroleum exploration permit PEP
38328 or any renewal or extension thereof and any
mining permit granted pursuant thereto.
1.1.8 "Minister" means the Minister of Energy as defined
under the Act who administers the approval and
registration procedure under the Act.
1.1.9 "Related Body Corporate" shall have the meaning to
the term as set out in the Xxxxxxxxx Xxx 0000 XX.
1.1.10 "Other Parties" means together Croft, Boral Energy
and Moondance.
1.2 Interpretation
In this Deed, unless a contrary intention appears:
1.2.1 a reference to this Deed is a reference to this
Deed as amended, varied, novated or substituted
from time to time;
1.2.2 a reference to any legislation or any provision of
any legislation includes:
(a) all regulations, orders or instruments issued
under the legislation or provision: and
(b) any modification, consolidation, amendment,
re-enactment, replacement or codification of such
legislation or provision;
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1.2.3 a word:
(a) importing the singular includes the plural and
vice versa; and
(b) denoting an individual includes corporations,
firms, unincorporated bodies, authorities and
instrumentalities;
1.2.4 a reference to a Party to this Deed or any other
instrument includes that Party's executors,
administrators, successors and permitted assigns;
1.2.5 where a word or phrase is given meaning, any other part
of speech or grammatical form has a corresponding
meaning; and
1.2.6 a reference to a clause number, schedule number or
annexure number (or letter) is a reference to a clause,
schedule or annexure of this Deed;
1.2.7 words and expressions used in this Deed which are used
in the Act shall where the context admits have the same
meaning as they have in the Act.
2. Approval
2.1 Each dealing evidenced by this Deed to which the Act
applies will relate back to and take effect on and from
the Effective Date upon the date of obtaining approval
for such dealing in accordance with the Act.
2.2 Indo-Pacific and Trans-Orient must use all reasonable
endeavours to have all dealings evidenced by this Deed
approved and registered as contemplated by clause 2.1
as expeditiously as possible.
2.3 If any dealing evidenced by this Deed is not approved
and registered in accordance with clause 2.1 within 12
months of execution of this deed (or such other date as
the Parties may agree), any Party may terminate this
Deed at any time by notice to other Parties and this
Deed will terminate on the receipt of that notice.
2.4 On termination of this Deed under clause 2.3, the
Parties must execute all documents and do all other
things necessary or desirable to place each other in
the same position as they would have been had this Deed
not been executed or acted upon.
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3. Assignee
3.1 With effect on and from the Effective Date, Trans-Orient
assumes the obligations and liabilities of the Assigned
Interest arising on and from the Effective Date (but always
excluding liabilities and obligations arising prior to the
Effective Date) and shall be entitled to the full benefit
and advantage of the Assigned Interest and all rights
thereunder to the same extent to which Indo-Pacific would
have been so entitled had the Assigned Interest not been
assigned to Trans-Orient.
3.2 Trans-Orient will indemnify and keep indemnified the Other
Parties against all liability which each of them may incur
by reason of any breach or non-observance by Trans-Orient of
any of the provisions of this Deed.
3.3 With effect on and from the Effective Date the Other Parties
accept the liability of Trans-Orient as set out in clause
3.1 hereof.
4. Assignor
4.1 Indo-Pacific covenants and agrees with the Other Parties to
duly and punctually discharge all liabilities and perform
all obligations incurred in respect of the Assigned Interest
prior to the Effective Date (but excluding liabilities and
obligations scheduled for performance on or after the
Effective Date) regardless of whether such liability and
obligations arise before or after the Effective Date.
4.2 Indo-Pacific shall indemnify and hold the Other Parties
harmless from and against all liability which each of them
may incur by reason of any breach or non-observance by
Indo-Pacific of this Deed.
4.3 In the event that Trans-Orient ceases to be a Related Body
Corporate of Indo-Pacific during the period of 5 years from
the Effective Date then the Assigned Interest shall be
re-assigned to Indo-Pacific or if Indo-Pacific ceases to exist
then the Other Parties shall be entitled to have the
Assigned Interest assigned to them in proportion to their
respective Participating Interests at no charge.
5. Participating Interests
The Parties agree that on and from the Effective Date their
respective Participating Interests shall be as set out below;
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Indo-Pacific 27.5%
Moondance 10.0%
Boral Energy 30.0%
Croft 10.0%
Trans-Orient 22.5%
______
100.0%
6. Notices
Any notice to be given to Trans-Orient under this Deed must be
delivered or sent to:
000 Xxxxxx Xxxx
Xxxxxxxxxx Xxx Xxxxxxx
7. Miscellaneous
7.1 This Deed will be binding upon the enure to the benefit of
the Parties, their respective successors and each person who
derives from them title to a Participating Interest.
7.2 This Deed will be governed by and construed in accordance
with laws of New Zealand for the time being in force.
7.3 The Parties submit to the non-exclusive jurisdiction of the
Courts of New Zealand and all courts competent to hear
appeals therefrom.
7.4 The Parties will bear their own legal costs arising out of
the preparation of this Deed, but Trans-Orient will bear all
stamp duty and registration fees payable on this Deed and
any document directly related to or consequential upon this
Deed.
7.5 Each of the Parties must take all such steps, execute all
such documents and do all such acts and things as may be
reasonably required by any other Party to give effect to the
intent of this Deed.
7.6 Each attorney executing this Deed states that he has no
notice of the revocation of his power of attorney.
EXECUTED by the parties as a Deed,
Executed for and on behalf of
INDO-PACIFIC ENERGY (NZ)
LIMITED by its duly authorised
representative in the presence of;
/s/ Jenni Lean /s/ Xxxxx Xxxxxxx
Signature of witness Signature of
representative
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The COMMON SEAL of BORAL ) The Common Seal of
ENERGY RESOURCES NZ LIMITED ) Boral Energy Resources NZ
was affixed in ) Limited
the presence of: )
/s/ Xxxx Xxxxxxx Xxxxx /s/ Robbert Xxx Xxxxxxx
Signature Signature
Director Director
Office held Office held
The COMMON SEAL of )
MOONDANCE ENERGY PTY LIMITED )
was affixed in the presence of: )
/s/ Xxxxxxx Xxxx Corner /s/ Xxxxx Xxxxx
Signature Signature
Secretary Director
Office held Office held
The COMMON SEAL of )
CROFT EXPLORATION LTD )
was affixed in the presence of: )
/s/ Xxxxx Xxxx /s/ X. Xxxxxxxxx
Signature Signature
Director Secretary
Office held Office held
Executed for and on behalf of TRANS-ORIENT
PETROLEUM (NZ) LIMITED by its duly
authorised representative in the presence of;
/s/ Jenni Lean /s/Xxxxx Xxxxxxx
Signature of witness Signature of representative
