DATED 2016 DIRACT PTY LTD ATF DIRACT PNG TRUST
DATED 2016
DIRACT PTY LTD ATF DIRACT PNG TRUST
(DPT)
- and -
KIBUSH CAPITAL CORPORATION
(Kibush)
- and -
PARADISE GARDENS DEVELOPMENT (PNG) LTD
(the Company)
- and -
AQUA MINING (PNG) LTD
(Aqua)
- and -
XXXXX XXXXXX
(Xxxxxx)
and -
XXXXX XXXXXXX
(Xxxxxxx)
and -
XXXXXX XXXXXXXX
(Xxxxxxxx)
- and -
XXXX XXXXXXXXX
(Xxxxxxxxx)
ROCKMAN & ROCKMAN
SOLICITORS
XXXXX 00,
000 XX XXXXX XXXXXX, XXXXXXXXX
TEL: (00) 0000 0000
FAX (00) 0000 0000
DX: 000 XXXXXXXXX
REF: RR: tw 26648
THIS DEED made the 27 day of September 2016
BETWEEN:
DIRACT PTY LTD ATF DIRACT
PNG TRUST
of 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx 0000 Xxxxxxxxx
(DPT)
- and -
KIBUSH CAPITAL CORPORATION
of 0000X Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx 00000 XXX
(Kibush)
- and -
PARADISE GARDENS DEVELOPMENT (PNG) LTD
Cl- BDO, Section 15, Xxx 00 Xxxxxx Xxxxxx, Xxxx Xxxxxxx 000,
Xxxxxxxx Xxxxxxx Xxxxxxxx, Xxxxx Xxx Xxxxxx
(the Company)
- and -
AQUA MINING (PNG) LIMITED
of Section 355, Xxxxxxxxx 00, Xxxxxx,
National Capital District, Papua New Guinea
(Aqua)
- and -
XXXXX XXXXXX
of 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx Xxxxx 0000, Xxxxxxxxx
(Xxxxxx)
- and -
XXXXX XXXXXXX
of 0/00 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxx 0000, Xxxxxxxxx
(Xxxxxxx)
- and -
XXXXXX XXXXXXXX
of 0 Xxxxx Xxxxxxxx, Xxxxxxxxxxx 0000, Xxxxxxxxx
(Xxxxxxxx)
- and -
XXXX XXXXXXXXX
of -Unit 3, 00 Xxxxxxx Xxxxxx, Xxxxxxxxxxx 0000, Xxxxxxxxx
(Xxxxxxxxx)
RECITALS:
| A. | The Company is a timber logging and milling company in Papua New Guinea. |
| B. | Diract is the sole shareholder in the Company holding 10,000 ordinary shares. |
| X. | Xxxxxx is a director of Diract and Xxxxxxx and he are directors of the Company. |
| D. | Kibush is a company that entered into a Share Sale Agreement on the 15th May 2015 with Direct to purchase 90% of Diract’s shares in the Company. |
| E. | Kibush entered into a further Management Support Agreement with Direct and the Company on the 11th June 2015 in relation to the operation of the Company’s business. |
| X. | Xxxxxxxx is a Director of Kibush. Xxxxxxxxx is a consultant to Kibush. |
| G. | Aqua is a related entity to Kibush |
| H. | Differences have arisen between Direct, the Company and Kibush as to their respective rights, duties and obligations under the Management Support Agreement and Sale of Share Agreement |
| I. | Direct, the Company and Kibush have agreed to resolve their differences on the terms and conditions hereinafter appearing and the other parties have agreed to join into this Agreement with a view to facilitating finalisation of the disputes between Direct and Kibush. |
NOW THIS DEED WITNESSETH as follows:
| 1. | In consideration of the sum of ($A26,250.00) (the Settlement Sum) to be paid by Aqua to Direct on the signing hereof Direct will transfer to Aqua all its rights title interest in and to its 10,000 ordinary shares in the Company whereupon the rights duties and obligations of the parties pursuant to the Management Support Agreement and Share Sale Agreement shall cease. |
| 2. | Simultaneous with the payment of the Settlement Sum Direct shall hand Aqua duly executed: |
| 2.1 | Resignations of Xxxxx Xxxxxx and Xxxxx Xxxxxxx as Directors of the Company; and | |
| 2.2 | Share Transfer from Direct to Aqua of Direct’s 10,000 ordinary shares in the Company. |
| 3. | Kibush and Aqua acknowledge that Kibush has managed the affairs of the Company since June 2015 and the Directors of the Company have had no involvement in the management of the Company. Kibush and Aqua are aware and acknowledge that the Company is indebted to IRC (the Papua New Guinea Taxation Office) for a substantial sum in relation to GST and PAYG tax and accepts that it is the responsibility of the Company to pay same. |
| 4. | Aqua acknowledges that Direct makes no representations as to the validity of the Company’s licences nor the working condition of the Company’s assets including, but not limited to, plant, equipment, goods and chattels. |
| 5. | In consideration of these presents Kibush, Aqua, the Company, Xxxxxxxx and Xxxxxxxxx jointly and severally: - |
| 5.1 | release and forever discharge Direct, Xxxxxx and Xxxxxxx from all actions, suits, causes of action, claims, demands, debts and liabilities whatsoever which the Company or any of its creditors, employees, agents, contractors or invitees now has or at any time hereafter may have but for the execution of this Deed could or might have had against Diract and/or Xxxxxx and/or Xxxxxxx with respect to the affairs of the Company or any matter or thing arising thereout or relating thereto. | |
| 5.2 | undertake that they will at all times hereafter well and sufficiently indemnify the Company, Xxxxxx and Xxxxxxx and keep the Company, Xxxxxx and Xxxxxxx indemnified against all actions, suits, causes of action, claims, demands, debts and liabilities of which the Company or any of its creditors, customers, contractors or invitees now has or at any time hereafter may have but for the execution of this Deed could or might have had against Direct and/or Xxxxxx and/or Xxxxxxx in respect of the Company’s affairs. |
| 6. | Each of the parties mutually release and discharge each other from all actions, suits, causes of action, claims, demands, debts and liabilities whatsoever which they now have or at any time hereafter may have or but for the execution of this Deed could or might have had against each other in respect of the Share Sale Agreement and the Management Support Agreement or any other matter or thing arising thereout or relating thereto. |
| 7. | The terms of this Deed are confidential. The parties in this Deed promise to keep the terms of this Deed confidential and only to make or permit such disclosure to their legal, accounting advisors, insurers, Australian Taxation Office or Papua New Guinea Taxation Office as is reasonable in the circumstances or to any other party as required by law. |
| 8. | The releases set out in paragraph 5 may be pleaded in bar to any claims, actions or suits of the nature described in that clause. |
| 9. | Each party will take all steps to execute all documents and do everything reasonably required by the other parties to give effect to the terms and intentions of this Deed. |
| 10. | Each of the parties shall bear their own respective legal costs in respect of this Deed and all matters incidental thereto. |
| 11. | This Deed is governed by and is to be interpreted under the laws of Victoria. |
| 12. | The parties irrevocably and unconditionally: |
| 12.1 | submit to the non-exclusive jurisdiction of the courts of Victoria; and | |
| 12.2 | waive any claim or objection based on absence of jurisdiction or inconvenient forum. |
EXECUTED as a Deed.
EXECUTED by DIRACT PTY LTD
ATE DIRACT PNG TRUST by being
signed by XXXXX XXXXXX its Sole
Director and Company Secretary
| /s/ Xxxxx Xxxxxx | /s/ (signature) | |
| Xxxxx Xxxxxx | Director | |
| Director & Company Secretary |
EXECUTED by KIBUSH CAPITAL
CORPORATION by being signed by its
authorised Officers:
| /s/ Xxxxxx Xxxxxxxx | |
| Director |
EXECUTED by PARADISE GARDENS
DEVELOPMENT (PNG) LTD by being
signed by its authorised Officers:
| /s/ Xxxxx Xxxxxx | /s/ Xxxxx Xxxxxxx | |
| Director | Director |
EXECUTED by AQUA MINING (PNG)
LIMITED by being signed by its authorised
Officers:
| /s/ Xxxxxxx Appo | |
| Director |
| SIGNED SEALED AND DELIVERED | ) | |
| by the said XXXXX XXXXXX in the | ) | /s/ Xxxxx Xxxxxx |
| presence of: | ) | |
| [illegible] |
| SIGNED SEALED AND DELIVERED | ) | |
| by the said XXXXX XXXXXXX in the | ) | /s/ Xxxxx Xxxxxxx |
| presence of: | ) | |
| A. Kovan |
| SIGNED SEALED AND DELIVERED | ) | |
| by the said XXXXXX XXXXXXXX in the | ) | /s/ Xxxxxx Xxxxxxxx |
| presence of | ) | |
| Xxxxxxxx More |
| SIGNED SEALED AND DELIVERED | ) | |
| by the said XXXX XXXXXXXXX | ) | /s/ Xxxx Xxxxxxxxx |
| in the presence of: | ) |
