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EXHIBIT 10.09
THIS DEED is made 7 November 1997
BETWEEN
INDO-PACIFIC ENERGY (NZ) LIMITED of 284 Karori Road,
Wellington, New Zealand ("Indo-Pacific")
AND
MOONDANCE ENERGY PTY LTD of 133 Edward Street, Perth,
Western Australia ("Moondance")
AND
BORAL ENERGY RESOURCES NZ LIMITED of 38 Bruce Mclaron Road,
Henderson, Auckland ("Boral Energy")
AND
TRANS-ORIENT PETROLEUM (NZ) LIMITED of 284 Karori Road,
Wellington, New Zealand ("Trans-Orient")
RECITALS
A. As at the date of this Deed the Parties 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 37.5%
Moondance 10.0%
Boral Energy 30.0%
Trans-Orient 22.5%
B. Moondance gave notice of withdrawal from the joint venture
and the Permit effective as of 00.02 hours on 1 July 1997 and
this Deed evidences the said withdrawal.
THE PARTIES AGREE as follows:
1. Definitions and Interpretation
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.
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1.1.3 "Moondance Interest" means a 10% Participating Interest
owned by Moondance assigned to the following:
Boral 7.5%
Indo-Pacific 2.5%
1.1.4 "Effective Date" means 00.02 hours on 1 July 1997.
1.1.5 "Parties" means each of Indo-Pacific, Moondance, Boral
Energy 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 "Continuing Parties" means Trans-Orient.
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;
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;
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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 The Parties 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.
3. Assignee
3.1 With effect on and from the Effective Date, each of Boral
and Indo-Pacific assumes the obligations and liabilities in
respect of the Moondance Interest assigned to it 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 Moondance Interest and all rights
thereunder to the same extent to which Moondance would have
been so entitled had the Moondance Interest not been
assigned to Boral and Indo-Pacific.
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3.2 Each of Boral and Indo-Pacific will indemnify and keep
indemnified the Continuing Parties against all liability
which each of them may incur by reason of any breach or
non-observance by each of Boral and Indo-Pacific of any of
the provisions of this Deed.
3.3 With effect on and from the Effective Date the Continuing
Parties accept the liability of each of Boral and
Indo-Pacific as set out in clause 3.1 hereof.
3.4 The liabilities and obligations of Boral and Indo-Pacific
are several and not joint and not joint and several.
4. Assignor
4.1 Moondance covenants and agrees with the Continuing Parties
and Boral and Indo-Pacific to duly and punctually discharge
all liabilities and perform all obligations incurred in
respect of the Moondance 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 Moondance shall indemnify and hold the Continuing Parties
and Boral and Indo-Pacific harmless from and against all
liability which each of them may incur by reason of any
breach or non-observance by Moondance of this Deed.
5. Participating Interests
The Parties agree that on and from the Effective Date their
respective Participating Interests shall be as set out below;
Indo-Pacific 40.0%
Boral Energy 37.5%
Trans-Orient 22.5%
______
100.0%
6. Miscellaneous
6.1 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.
6.2 This Deed will be governed by and construed in accordance
with laws of New Zealand for the time being in force.
6.3 The Parties submit to the non-exclusive jurisdiction of the
Courts of New Zealand and all courts competent to hear
appeals therefrom.
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6.4 The Parties will bear their own legal costs arising out of
the preparation of this Deed, but Moondance will bear all
stamp duty and registration fees payable on this Deed and
any document directly related to or consequential upon this
Deed.
6.5 Each of the Parties must take all such steps, execute all
such documents and do all such acts and things as may be
reasonable required by any other Party to give effect to the
intent of this Deed.
6.6 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 ENRGY (NZ)
LIMITED by its duly authorised
representative in the presence of;
/s/ Jenni Lean /s/ David Bennett
Signature of witness Signature of representative
Jenni Lean David Bennett
Name of Witness Name of representative
The COMMON SEAL of BORAL ) The Common Seal of
ENERGY RESOURCES NZ LIMITED ) BORAL ENERGY RESOURCES
was affixed in the ) NZ LIMITED
presence of: )
/s/ Owen William Poole /s/ Robbert Jan Willink
Signature Signature
Owen William Poole Director, Robbert Jan Willink
Print Name Print Name
Director Director
Office held Office held
The COMMON SEAL of ) MOONDANCE ENERGY
MOONDANCE ENERGY PTY LIMITED ) PTY LTD. A.C.N. 073 213
was affixed in the presence of: ) 546 COMMON SEAL
/s/ Gregory Alan Corner /s/ Colin Crabb
Signature Signature
Gregory Alan Corner Colin Crabb
Print Name Print Name
Secretary Director
Office held Office held
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Executed for and on behalf of TRANS-ORIENT
PETROLEUM (NZ) LIMITED by its duly
authorised representative in the presence of;
/s/ Jenni Lean /s/ David Bennett
Signature of witness Signature of representative
Jenni Lean David Bennett
Name of witness Name of representative