Dated 14 February 2002
____________________________________________
INDO-PACIFIC ENERGY LTD
TRANS-ORIENT PETROLEUM LTD
TRANS-ORIENT PETROLEUM (AUST) PTY LTD
TRANS-ORIENT PETROLEUM (PNG) LTD
TRANS-ORIENT PETROLEUM (NZ) LIMITED
INDO-PACIFIC ENERGY (NZ) LIMITED
VARIATION TO AGREEMENT OF PURCHASE AND SALE
(To Amend Warrant Terms And Assign Royalties)
THIS AGREEMENT is made 2002
BETWEEN INDO-PACIFIC ENERGY LTD incorporated in
Canada with a head office at 284 Karori Road,
Karori, Wellington, New Zealand ("Indo Canada")
AND TRANS-ORIENT PETROLEUM LTD of 887 Helmcken
Street, Vancouver, B.C., Canada V6Z 1B1 ("Top
Canada")
AND TRANS-ORIENT PETROLEUM (AUST) PTY LTD (ACN
076 410 994) of 15th floor, AMP Building, 1 King
William Street, Adelaide, SA, Australia ("Top
Aust")
AND TRANS-ORIENT PETROLEUM (PNG) LTD of Level
2, Brian Bell Plaza, Turumu Street, Boroko, NCD
111, Papua New Guinea ("Top PNG")
AND TRANS-ORIENT PETROLEUM (NZ) LIMITED of 284
Karori Road, Wellington, New Zealand ("Top NZ")
AND INDO-PACIFIC ENERGY (NZ) LIMITED of 284
Karori Road, Wellington, New Zealand ("IPENZ")
BACKGROUND
A. By an Agreement of Purchase and Sale dated 29 January 2000, Top
Canada and its subsidiaries agreed to sell certain assets to Indo
Canada and its subsidiaries, in return for certain consideration. Such
consideration included the receipt of grants of gross overriding
royalties over petroleum exploration assets from Indo Canada's
subsidiaries and of Units (including grant of warrants) from Indo
Canada.
B. Indo Canada consolidated its shares, by replacing every 5 old shares
with 1 new share, with effect from 23 July 2001.
C. The Parties have agreed to amend the Agreement of Purchase and Sale
by Indo Canada amending the terms of the warrants (by reducing the
exercise prices and extending the exercise periods) in consideration
for Top Canada assigning the GORRs to Indo Canada, to hold at its
discretion.
AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions: In this Variation (including the Background), unless
the context otherwise requires:
"Effective Date" means 3 January 2002;
"Sale Agreement" means the Agreement of Purchase and Sale dated 29
January 2000 between the Parties to this Variation;
"Variation" means this agreement between the Parties to vary the terms
of the Sale Agreement;
"$" or other references to money mean US dollars.
1.2 Interpretation: In this Variation, unless a contrary intention appears:
(a) a reference to any legislation or any provision of any
legislation includes:
(i) all regulations, orders or instruments issued
under the legislation or provision; and
(ii) any modification, consolidation, amendment,
re-enactment, replacement or codification of such
legislation or provision;
(b) a word:
(i) importing the singular includes the plural and
vice versa; and
(ii) denoting an individual includes corporations,
firms, unincorporated bodies, authorities and
instrumentalities;
(c) a reference to a party to this Variation or any other
instrument includes that party's executors, administrators,
successors and permitted assigns;
(d) where a word or phrase has a defined meaning, any other
part of speech or grammatical form has a corresponding meaning;
(e) a reference to a clause number, schedule number or
annexure number (or letter) is a reference to a clause,
schedule or annexure of this Variation; and
(f) words and expressions used in this Variation which are
defined in the Sale Agreement shall where the context admits
have the same meaning as they have in the Sale Agreement.
2. GOVERNMENTAL APPROVALS
2.1 This Variation and the assignments of the GORRs provided for by it
are conditional upon the consent of the relevant governmental agencies
in the relevant jurisdictions being given to the assignments, pursuant
to the relevant legislation. The assignments contemplated by this
Variation will, when approved in accordance with the relevant
legislation, take effect on and from the Effective Date.
2.2 The Parties must use all reasonable endeavours to have all dealings
evidenced by this Variation approved as contemplated by clause 2.1 as
expeditiously as possible.
2.3 If, despite such endeavours, consent to any of the assignments
evidenced by this Variation is not received in accordance with clause
2.1 within 6 months after the date of this Variation (or such other date
as the Parties may agree), then Top Canada shall be deemed to hold all
the benefit of any such GORR for Indo Canada and shall pay all money
received under it to Indo Canada immediately upon receipt, after
deducting any withholding or income tax applicable thereto.
3. VARIATION OF WARRANTS
3.1 In consideration for the assignment of the GORRs under clause 4,
Indo Canada agrees to amend the terms of the Units as follows:
(a) each of the 836,845 "A" Warrants held by Top Canada will
entitle the holder to purchase one additional common share of
Indo Canada in consideration for $1.25 per common share
exercisable until 31 December 2002, and thereafter for one year
(ie ending 31 December 2003) in consideration for $1.40 per
common share;
(b) every "B" Warrant (if any) issued on the exercise of "A"
Warrants shall be exercisable at a price of $2.50 per common
share for a period ending on the later of one year after the
issue date of the "B" Warrant and 31 December 2003.
3.2 In all other respects, the terms of the Warrants are confirmed as
set out in the Sale Agreement.
4. ASSIGNMENTS
4.1 With effect on and from the Effective Date, Top Canada assigns to
Indo Canada and Indo Canada accepts the assignment of the GORRs created
under the Sale Agreement by the GORR Agreements and the Deed, (the Deed
being subject to the variations made by the "Deed of Amendment and
Consent" dated 19 July 2000 between Top NZ, Indo NZ and Origin Energy
Resources NZ Limited and the "Variation to the Deed of Assignment and
Covenant" dated 21 September 2000 between Top NZ and Indo NZ). The
relevant grantees and GORRs are listed (for convenience only) in the
attached Schedule.
4.2 The grantee of each GORR acknowledges and consents to the
assignment of the relevant GORR effected by clause 4.1. The grantee
covenants and agrees to duly and punctually discharge all its
liabilities and perform all its obligations in respect of the relevant
GORR, as set out in the GORR Agreement or the Deed (as the case may
be).
4.3 Top Canada warrants to Indo Canada that it has not created, and to
the best of its knowledge there are no, encumbrances, liens, mortgages,
pledges, claims, options, net profits or other burdens over the GORRs.
4.4 The Parties acknowledge that the Assets underlying the GORRs have
changed, as set out in the Schedule, since the date of the Sale
Agreement.
5. GENERAL
5.1 The Parties will bear their own legal costs arising out of the
preparation of this Variation, and Indo Canada will bear all consent
fees payable on this Variation and any document directly related to or
consequential upon this Variation.
5.2 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 Variation. In
particular, immediately upon execution of this Variation, Indo Canada
will issue to Top Canada an amended Series A Warrant certificate to
purchase 836,845 Indo Canada common shares on the terms in the Sale
Agreement as varied by this Variation.
5.3 If any Party executes this Variation by means of an attorney then
such attorney states that he or she has no notice of the revocation of
that power of attorney.
5.4 If any of the provisions of this Variation are invalid or
unenforceable, the invalidity or unenforceability shall not affect the
operation, construction or interpretation of any other provision of
this Variation with the intent that the invalid or unenforceable
provision shall be treated for all purposes as severed from this
Variation.
5.5 In all respects the Parties confirm the terms of the Sale Agreement
(including the GORR Agreements and the Deed as varied previously) as
varied by this Variation, and except as expressly varied by this
Variation, the Sale Agreement remains in full force and effect.
For INDO-PACIFIC ENERGY LTD:
By:"Dave Bennett"
By: "Bernhard Zinkhofer"
For TRANS-ORIENT PETROLEUM LTD:
By: "Bernhard Zinkhofer"
By: "Garth Johnson"
For TRANS-ORIENT PETROLEUM (AUST) PTY LTD:
By: "Jenni Lean"
By:________________________
For TRANS-ORIENT PETROLEUM (PNG) LTD:
By: "Jenni Lean"
By:________________________
For TRANS-ORIENT PETROLEUM (NZ) LIMITED:
By: "Jenni Lean"
By:________________________
For INDO-PACIFIC ENERGY (NZ) LIMITED:
By: "Jenni Lean"
By:________________________
Schedule of GORRs Assigned
Grantee Permit Equity Held Royalty Changes (since Sale)
ZOCA 96-16 Pty Ltd ZOCA 96-16 10% 1%
Trans-Orient (Aust) Pty Ltd AC/P26 35% 1%
Trans-Orient Petroleum (PNG) Ltd PPL 192 20% 1%
Trans-Orient Petroleum (PNG) Ltd PPL 215 40% 1%
Trans-Orient Petroleum (PNG) Ltd PPL 157 7.5% 1% Now PRL 4 and PRL 5
Trans-Orient Petroleum (PNG) Ltd PPL 213 5% 1% Relinquished - no further equity in this area.
Indo-Pacific Energy (NZ) Ltd PEP 38328 22.5% 2% and 5%
within 1km
radius of
Whakatu-1
Indo-Pacific Energy (NZ) Ltd PEP 38332 20% 2%
Indo-Pacific Energy (NZ) Ltd PEP 38335 15% 2%
Indo-Pacific Energy (NZ) Ltd PEP 38723 40% 2%
Indo-Pacific Energy (NZ) Ltd PEP 38256 35% 2%
Indo-Pacific Energy (NZ) Ltd PEP 38720 50% 2%
Indo-Pacific Energy (NZ) Ltd PEP 38339 50% 2% Relinquished 26 Jan 2001