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EXHIBIT 10.70
▇▇▇▇▇▇▇▇▇ ENTERPRISES LTD
INDO-PACIFIC ENERGY (NZ) LIMITED
PEP 38716 LIMITED
DURUM ENERGY CORPORATION
EURO PACIFIC ENERGY PTY LTD
AWE NEW ZEALAND PTY LIMITED
ANTRIM OIL AND GAS LIMITED
DEED OF ASSIGNMENT AND ASSUMPTON - PEP 38716
CORRS ▇▇▇▇▇▇▇▇ WESTGARTH
Lawyers
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Tel: (▇▇)▇▇▇▇ ▇▇▇▇
Fax. (▇▇) ▇▇▇▇ ▇▇▇▇
DX: 135 Brisbane
Ref: J ▇▇▇▇▇
B/67080
THIS DEED is made on 30 July 1998
BETWEEN ▇▇▇▇▇▇▇▇▇ ENTERPRISES LTD of ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇")
AND INDO-PACIFIC ENERGY (NZ) LIMITED of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ("716.")
AND PEP 38716 LIMITED of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇ ("716")
AND DURUM ENERGY CORPORATION of Suite 1200, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
("Durum")
AND EURO PACIFIC ENERGY PTY LTD (CAN 003 835 765) of ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Euro")
AND AWE NEW ZEALAND PTY LIMITED (ACN ▇▇▇ ▇▇▇ ▇▇▇) of ▇▇▇▇▇
▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
("AWENZ")
AND ANTRIM OIL AND GAS LIMITED of ▇▇▇, ▇▇▇ - ▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Antrim")
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RECITALS
A The Existing Participants are the holders of the following
Participating Interests in the PEP 38716 Joint Venture:
▇▇▇▇▇▇▇▇▇ 39.60%
Indo 17.40%
716 7.40%
Durum 4.00%
Euro 6.60%
AWENZ 25.00%
100.00%
B The Assignors have agreed to sell and transfer to Antrim an
aggregate 15% Participating Interest in the PEP 38716 Joint
Venture and Antrim has agreed to purchase and accept the
transfer of such Participating Interest on the terms and
conditions set out in this Deed.
OPERATIVE PROVISIONS
I DEFINITIONS AND INTERPRETATIONS
1.1 Definitions
In this Deed, including the Recitals, except to the extent
that the context otherwise requires:
"Assignors" means ▇▇▇▇▇▇▇▇▇ and Indo and each is referred to
as an "Assignor".
"Effective Date" means 1 January 1998.
"Existing Participants" means ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇, ▇▇▇▇▇,
Euro and AWENZ.
"Joint Venture Documents" has the meaning given to that term
in the Operating Agreement.
"Operating Agreement" means the Operating Agreement dated 17
July 1997 entered into between ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇, ▇▇▇▇▇
and Euro in relation to PEP38716.
"Participating Interest" has the meaning given to that term
in the Operating Agreement.
"PEP38716" means Petroleum Exploration Permit 38716 issued
under the Crown Minerals ▇▇▇ ▇▇▇▇ of New Zealand as amended
from time to time.
"PEP38716 Joint Venture" means the unincorporated joint
venture established in relation to PEP387I6 by the Operating
Agreement.
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1.2 Interpretation
Unless expressed to the contrary:
(a) words importing:
(i) the singular include the plural and vice
versa;
(ii) any gender include the other genders;
(b) if a word or phrase is defined cognate words and
phrases have corresponding definitions;
(c) a reference to:
(i) a person includes a firm, unincorporated
association, corporation and a government or
statutory body or authority;
(ii) a person includes its legal personal
representatives, successors and
assigns;
(iii)a statute, ordinance, code or other law
includes regulations and other
statutory instruments under it and consolidations,
amendments1 reenactments or replacements of any of
them;
(iv) a right includes a benefit, a remedy, a
discretion, an authority or power;
(v) an obligation includes a warranty or
representation and reference to a failure to
observe or perform an obligation includes a breach
of warranty or representation;
(d) provisions or terms of this Deed or another
agreement, understanding or arrangement includes a
reference to both express and implied provisions and
terms;
(e) "US$" or "dollars" is a reference to the lawful
currency of the United States of America;
(f) this or any other agreement includes the document
as varied or replaced and notwithstanding any change in
the identity of the parties;
(g) writing includes any mode of representing or
reproducing words in tangible and permanently visible
form, and includes facsimile transmission;
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(h) a reference to anything (including, without
limitation, any amount) is a reference to the whole or
any part of it and a reference to a group of things or
persons is a reference to any one or more of them;
(i) an agreement representation or warranty on the
part of or in favour of two or more persons binds, or
is for the benefit of them jointly and severally.
1.3 Headings
The clause headings used herein are for convenience only and
shall not be used in construing or interpreting any
provision of this Deed.
2 ACQUISITION OF INTERESTS
2.1 Sale of Participating Interests
The Assignors severa1ly agree to sell and transfer to Antrim
for the sum of US$450,000 the following Participating
Interests with effect from the Effective Date.
▇▇▇▇▇▇▇▇▇ 10.00%
Indo 5.00%
15.00%
2.2 Purchase by Antrim
Antrim agrees to purchase and accept the transfer of the
Participating Interests referred to in clause 2.1.
2.3 Payment
Antrim shall pay to the Assignors the sum of US$450,000 on
or before the date hereof in the following amounts:
▇▇▇▇▇▇▇▇▇ US$300,000
Indo US$150,000
US$450,000
2.4 Warranty
Each Assignor warrants to Antrim that it has good title to
the Participating Interest which it has agreed to sell and
transfer to Antrim under this Deed and that it has the power
and authority to transfer such Participating Interest to
Antrim subject to compliance with relevant legislative
requirements and subject to the Operating Agreement.
2.5 Termination
Any Assignor may terminate this Deed by notice to Antrim if
Antrim fails to pay the sum of US$450,000 on or before the
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date hereof. Termination of this Deed shall not prejudice
any rights which the Assignors may have against Antrim.
3 ASSIGNMENT OF INTERESTS
1.1 Assignment
Subject to payment of the sum of US$450,000 by Antrim in
accordance with clause 2.3 on or before the date hereof, the
Assignors hereby assign to Antrim the Participating
Interests in PEP 38716 and the PEP 38716 Joint Venture
indicated be1ow with effect from the Effective Date.
▇▇▇▇▇▇▇▇▇ 10.00%
Indo 5.00%
15.00%
3.2 Acceptance of Assignment
Antrim accepts the assignment of the Participating Interests
under clause 3.1 so that with effect from the Effective
Date, the Participating Interests in PEP38716 and the
PEP38716 Joint Venture will be held as follows:
▇▇▇▇▇▇▇▇▇ 29.60%
Indo 12.40%
716 7.40%
Durum 4.00%
Euro 6.60%
AWENZ 25.00%
Antrim 15.00%
100.00%
4 ASSUMPTION OF OBLIGATIONS
4.1 Assumption of Liability
Antrim, to the extent of the 15.00% Participating Interest
assigned to it under this Deed, assumes and covenants with
each of the Existing Participants to perform with effect
from the Effective Date3 the liabilities, obligations,
responsibilities and duties of the Assignors under the
Operating Agreement and any other Joint Venture Documents as
if Antrim were originally a party thereto including without
limitation all liability to pay costs and expenses under
AFEs approved prior to the Effective Date, which costs and
expenses relate to expenditure to be incurred on and from
the Effective Date. Antrim agrees to indemnify and hold the
Assignors harmless against all such liabilities,
obligations, responsibilities and duties with effect from
the Effective Date. Notwithstanding clause 17 of the
Operating Agreement, the Existing Participants release and
discharge each Assignor from the liabilities, obligations,
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responsibilities and duties arising on or after the
Effective Date in respect of the Participating Interest to
be assigned by that Assignor to Antrim under this Deed.
4.2 Confirmation of Operating Agreement
Each of the Existing Participants covenants with Antrim with
effect from the Effective Date to be bound by, observe and
perform its obligations under the Operating Agreement and
any other Joint Venture Documents to the extent of its
Participating Interest in PEP38716 and the PEP38716 Joint
Venture as set out in clause 3.2.
4.3 Consent to Assignment
Notwithstanding the provisions of clause 17 of the Operating
Agreement, each of the Existing Participants hereby consents
to the assignment to Antrim provided for in clause 3.1 and
each of them waives the operation of clause 17 of the
Operating Agreement in
respect of such assignment.
5 APPROVALS
This Deed and the transfer to be effected pursuant to
clauses 2 and 3 above, are subject to and conditional upon
the obtaining of any relevant consents and approvals under
die Crown Minerals ▇▇▇ ▇▇▇▇ (NZ) or any other legislation
which are necessary to give effect to this Deed. Upon the
date of obtaining such consents and approvals, the Deed and
the transfer will be binding and effective and will relate
back to and take effect from the Effective Date. The
Assignors and Antrim agree to do all acts and things within
their respective powers which are reasonably necessary to
apply for and obtain all such consents and approvals.
6 COSTS AND STAMP DUTY
All stamp duty payable on this Deed and any instrument
executed pursuant hereto shall be borne by Antrim which
shall indemnify and keep indemnified the Existing
Participants against all and any claims and all liability
for stamp duty. Antrim shall also be liable for any consent
fees or other fees payable in respect of obtaining any and
all approvals and/or registration under the Crown Minerals
Act 1991 (NZ) in respect of this Deed. Otherwise each party
shall pay its own costs in respect of this Deed.
7 GOVERNING LAW
This Deed shall be governed by and be construed in
accordance with the laws of New Zealand and the parties
agree to and hereby submit themselves to the jurisdiction of
▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ and any Courts of Appeal from
them.
8 FURTHER ASSURANCES
The parties shall execute and deliver such documents and
shall take such actions and do all such things as shall be
necessary for the complete performance of all their
respective obligations under this Deed.
9 INVALIDITY
If any term, clause or provision of this Deed shall be or be
deemed or judged to be invalid for any reason, such
invalidity shall not affect the validity or operation of any
other term, clause or provision of this Deed except to the
extent necessary to give effect to such invalidity.
10 ENTIRE AGREEMENT
10.1 Entire Agreement
This Deed constitutes the entire agreement between the
parties with respect to the subject matter thereof and
contains all the representations, undertakings, warranties,
covenants, agreements and deeds of the parties.
10.2 Supersedes Prior Agreements
This Deed supersedes all prior negotiations, contracts,
arrangements, understandings, agreements and deeds with
respect to the subject matter thereof.
10.3 No Warrants
There are no representations, undertakings, warranties,
covenants, agreements or deeds between the parties, express
or implied except as contained in this Deed or any document
contemplated by this Deed.
11 WAIVER AND VARIATION
A provision or a right created by this Deed may not be
waived or varied except in writing signed by the party or
parties to be bound.
12 NOTICES
12.1 Giving of Notice
A notice, demand, waiver, approval, consent, communication
or other document in connection with this Deed ("Notice")
which is to be given to Antrim:
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(a) may be given to an authorised officer of Antrim;
and
(b) must be given in writing, and
(c) must be left at the address of Antrim or sent by
prepaid ordinary post (airmail if outside Australia) to
the address of Antrim or by facsimile to the facsimile
number of Antrim which is specified below.
12.2 Effective Time of Notice
Unless a later time is specified in it, a Notice takes
effect from the time it is actually received or taken to be
received. A Notice sent by post or facsimile is taken to be
received:
(a) in the case of a letter, on the 3rd (7th if
outside Australia) business day after posting, and
(b) in the case of a facsimile, on the date of
production of a transmission report by the machine from
which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile
number of Antrim specified in clause 12.3.
12.3 Address for Service
The address of Antrim for service of a Notice under this
Deed or any notice under the Operating Agreement or any
Joint Venture Documents will be as follows:
(a) Address
600,603 - ▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(b) Facsimile number
1-4O3-264-5113
IN WITNESS WHEREOF this Deed of Assignment and Assumption was
executed on the date first written above.
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THE COMMON SEAL of )
▇▇▇▇▇▇▇▇▇ ENTERPRISES LTD )
is affixed in accordance with )
its articles of association )
in the presence of: )
/s/ ▇. ▇▇▇▇▇▇ Director
▇. ▇▇▇▇▇▇ Name of Director (print)
/s/ A.S. Bogg Director
A. S. Bogg Name of Director(print)
SIGNED by )
INDO-PACIFIC ENERGY(NZ)LIMITED)
Indo-Pacific Energy (NZ)Limited
by its duly appointed Attorney)
by its duly appointed Attorney:
who certifies that as at the )
date of execution of this )
Agreement he/she had received )
no notice of revocation of )
the Power of Attorney, and in ) /s/ Jenni Lean
the presence of; ) Signature
/s/ K. B. ▇▇▇▇ Witness
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Full name of Witness (print)
SIGNED by )
PEP 38716 LIMITED ) PEP 38716 Limited
by its director)
/s/ Jenni Lean Director
/s/ K. B. ▇▇▇▇ Witness
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Full name of Witness (print)
SIGNED by )
DURUM ENERGY CORPORATION ) Durum Energy Corporation
by its duly appointed Attorney)
by its duly appointed Attorney:
who certifies that as at the )
date of execution of this )
Agreement he/she had received )
no notice of revocation of )
the Power of Attorney, and in ) /s/ Jenni Lean
the presence of; ) Signature
/s/ K. B. ▇▇▇▇ Witness
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Full name of Witness (print)
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THE COMMON SEAL of )
EURO PACIFIC ENERGY PTY LTD )
is affixed in accordance with )
its articles of association )
in the presence of: )
/s/ ▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇▇ ▇▇▇▇▇ Name of Director (print)
/s/ G. A. Corner Director
▇▇▇▇▇▇▇ ▇▇▇▇ Corner Name of Director(print)
THE COMMON SEAL of )
AWE NEW ZEALAND PTY LIMITED )
is affixed in accordance with )
its articles of association )
in the presence of: )
/s/ ▇▇▇▇▇ ▇▇▇▇▇ Director
▇▇▇▇▇ ▇. ▇▇▇▇▇ Name of Director (print)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name of Director(print)
THE COMMON SEAL of )
ANTRIM OIL AND GAS LIMITED )
is affixed in accordance with )
its articles of association )
in the presence of: )
/s/ ▇. ▇▇▇▇▇ Director
▇. ▇▇▇▇▇ Name of Director (print)