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EXHIBIT 10.12
THIS DEED is made 10th October 1997
BETWEEN
INDO-PACIFIC ENERGY (NZ) LIMITED of 284 Karori Road,
Wellington, New Zealand ("Indo-Pacific")
AND
BORAL ENERGY RESOURCES LIMITED (ACN 0007 845 338) OF 60
Hindmarsh Square Adelaide, South Australia ("BERL")
AND
BORAL ENERGY RESOURCES NZ LIMITED of 38 Bruce Mclaron Road,
Henderson Auckland ("Boral Energy")
AND
TRANS NEW ZEALAND OIL COMPANY of 284 Karori Road,
Wellington, New Zealand ("TNZO")
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 38332 in the
percentages set out as follows:
Indo-Pacific 42.50%
BERL 37.50%
TNZO 20.00%
B. The Permit was issued incorrectly in the name of BERL rather
than Boral Energy and this Deed evidences an assignment to
correct the error.
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 "BERL Interest" means a 37.50% Participating Interest
owned by BERL.
1.1.4 "Effective Date" means 00.01 hours on 25 June 1997.
1.1.5 "Parties" means each of Indo-Pacific, Boral Energy,
BERL and TNZO.
1.1.6 "Participating Interest" means a percentage interest of
a Party in the Permit.
1.1.7 "Permit" means petroleum exploration permit PEP 38332
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 Indo-Pacific and TNZO.
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 of 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;
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;
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1.2.5 where a word or a 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 endeavors 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, Boral Energy
assumes the obligations and liabilities in respect of the
BERL 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 sand advantage of the BERL
Interest and all rights thereunder to the same extent to
which BERL would have been so entitled had the BERL Interest
not been assigned to Boral Energy.
3.2 Boral Energy 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 Boral
Energy of any of the provisions of this Deed.
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3.3 With effect on and from the Effective Date the Continuing
Parties accept the liability of Boral Energy as set our in
clause 3.1 hereof.
4. Assignor
4.1 BERL covenants and agrees with the Continuing Party and
Boral Energy to duly and punctually discharge all
liabilities and perform all obligations incurred in respect
of the BERL 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 BERL shall indemnify and hold the Continuing Party and Boral
Energy harmless from and against all liability which each of
them may occur by reason of any breach or non-observance by
BERL 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 42.5%
Boral Energy 37.5%
TNZO 20.0%
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.
6.4 The Parties will bear their own legal costs arising out of
the preparation of this Deed, but BERL will bear all stamp
and 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
reasonably required by any other Party to give effect to the
intent of this Deed.
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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 ENERGY (NZ)
LIMITED by its duly authorised
representative in the presence of;
/s/ D.J. Bennett /s/ Jenni Lean
Signature of witness Signature of representative
D.J. Bennett Jenni Lean
Name of witness Name of representative
The COMMON SEAL of BORAL )
ENERGY RESOURCES NZ LIMITED )
was affixed in the presence of: )
/s/ Robert Jan Willink /s/ Owen W. Poole
Signature Signature
Robert Jan Willink Owen W. Poole
Print Name Print Name
Director
Office held Office held
The COMMON SEAL of BORAL )
ENERGY RESOURCES LIMITED )
was affixed in the presence of: )
/s/ W. M. Fowler /s/ Robert Jan Wilink
Signature Signature
W.M. Fowler Robert Jan Wilink
Print Name Print Name
Executed for and on behalf of TRANS
NEW ZEALAND OIL COMPANY by its duly
authorised representative in the presence of;
/s/ David Bennett /s/ Jenni Lean
Signature of witness Signature of representative
David Bennett Jenni Lean
Name of witness Name of representative