Attached files
OPTION TO PURCHASE AND SALE AND PURCHASE AGREEMENT
LIBERTY PETROLEUM CORPORATION AND
SANTOS RESOURCE CORP.
JANUARY 31, 2012
TABLE OF CONTENTS
Clause Page
1 DEFINITIONS AND INTERPRETATION 3
1.1 Definitions 3
1.2 Interpretation 6
2 AGREEMENT TO SELL AND PURCHASE 7
2.1 Option to buy 7
2.2 Agreement to sell and purchase 7
3 CONDITIONS 8
3.1 Conditions precedent 8
3.2 Responsibility 8
4 PAYMENT OF THE PURCHASE PRICE 8
4.1 Payment of the Purchase Price 8
4.2 Close of Escrow and release of balance of Purchase Price 9
4.3 Termination 9
5 RIGHTS AND OBLIGATIONS PRIOR TO THE COMPLETION DATE 9
5.1 Conduct prior to Completion 9
5.2 Confidential Information 10
5.3 Factors relevant to Seller's obligations 10
6 COMPLETION 10
6.1 Time and place of Completion 10
6.2 Seller's Completion obligations 10
6.3 Payment and delivery on Completion 11
6.4 Registration prior to Completion 11
7 SALE AND PURCHASE OF THE LICENSE INTEREST 12
7.1 Acquisition of the License Interest by the Purchaser 12
7.2 The Purchaser may farm out 12
7.3 Royalty Interest 12
7.4 Reversion of License Interest to Seller 13
8 SELLER'S WARRANTIES 13
8.1 Seller's Warranties 13
8.2 Ability to claim 13
8.3 Limitation on Claims 14
8.4 Management of third party Claims 14
9 EXCLUSION OF OTHER WARRANTIES 15
9.1 Other warranties excluded 15
9.2 Remedies for breach of Seller's Warranties or Claims 16
9.3 Recovered amounts 16
10 CONFIDENTIALITY 16
10.1 Confidentiality before Completion 16
10.2 Public announcements 17
11 PURCHASER'S WARRANTIES 17
12 INDEMNITY AND BREACH 17
12.1 Seller's indemnity 17
12.2 Seller's remedies 17
12.3 Notice of breach 18
12.4 Limitation on claims 18
12.5 Purchaser's indemnity 18
1
13 TAXATION 18
13.1 GST 18
13.2 Recognition of income and expenses 19
14 COSTS AND EXPENSES 19
14.1 Stamp duty and registration fees 19
14.2 Costs and expenses 19
15 MERGER 19
16 ASSIGNMENT 20
17 FURTHER ASSURANCES 20
18 ENTIRE AGREEMENT 20
19 WAIVER 20
20 NOTICES 20
21 GOVERNING LAW AND JURISDICTION 21
22 COUNTERPARTS 21
SCHEDULE 1 - SELLER'S WARRANTIES 23
SCHEDULE 2 - DISCLOSURES 26
SCHEDULE 3 - PURCHASER'S WARRANTIES 27
ANNEXURE A - ROYALTY GRANT DEED
ANNEXURE B - DEED OF ASSIGNMENT AND ASSUMPTION
ANNEXURE C - SIX-MONTH PROMISSORY NOTE
ANNEXURE D - NINE-MONTH PROMISSORY NOTE
ANNEXURE E - ESCROW AGREEMENT
ANNEXURE F - COMMON STOCK LEAKAGE AGREEMENT
ANNEXURE G - BIDDING DOCUMENT
2
THIS AGREEMENT IS MADE ON JANUARY 31, 2012 BETWEEN THE FOLLOWING PARTIES:
1. LIBERTY PETROLEUM CORPORATION ARBN 086 194 443, of Suite 540, 10851 North
Black Canyon Highway, Phoenix, Arizona, 85029 USA (SELLER), and
2. SANTOS RESOURCE CORP., as the designate of KEITH SPICKELMIER of Suite
1700, One Riverway Drive, Houston, Texas, 77056 USA (PURCHASER).
RECITALS
A. Liberty is the successful applicant for Petroleum Exploration License
(PEL) 512 in the State of South Australia (designated as CO2009-A).
B. The Parties entered into a Letter of Intent dated September 12, 2011, as
amended by i) First Amendment to Letter Agreement effective November 4, 2011 and
ii) Second Amendment to Letter Agreement effective November 15, 2011 and as
amended and restated in the First Amended and Restated Document dated December
1, 2011 and further amended in the Santos PEL 512 Purchase Price Advance
agreement dated December 28, 2011 (the "LOI"), in respect of the matters herein
agreed.
C. The Parties wish to enter into this Agreement to create a formal and
binding agreement between them as to the matters contemplated in the LOI.
D. The LOI provides (inter alia) as follows:
a) The payment of $150,000 deposit paid by the Purchaser to Liberty upon
signing and extending the LOI (the "Option").
b) The payment of $200,000 as an advance against the Purchase Price paid by
the Purchaser to the Seller pursuant to an agreement executed by the parties on
December 28, 2011.
c) That this Agreement would be signed on or prior to January 31, 2012, and
d) That the Purchaser will pay good and valuable consideration to Liberty,
including the grant to Liberty of a royalty interest in petroleum produced and
sold from the License.
NOW IT IS AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, including the recitals and Schedules, the following
definitions apply unless the context requires otherwise:
AFFILIATE of a specified person means another person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
under common control with the specified person.
APPROVAL AND REGISTRATION means the process of approval and registration of
registrable dealings under section 113 of the Petroleum Legislation;
BIDDING DOCUMENT means the document submitted by Seller to the Minister as
Application No. CO2009-A, a copy of which is attached as Annexure G to this
Agreement;
3
BUSINESS DAY means a day on which banks are open for general banking business in
Houston, Texas;
CLAIM means, in relation to any person, a claim, action, proceeding, judgment,
damage, loss, cost, expense or liability incurred by or to or made or recovered
by or against the person, however arising and whether present, unascertained,
immediate, future or contingent;
COMMON STOCK LEAKAGE AGREEMENT means the investor contract, the form of which is
attached as Annexure F, entered into between the Public Company and the Seller
or its designees, as a condition precedent for the issuance of the Public
Company common stock under this Agreement;
COMPLETION means completion by the parties of the sale and purchase evidenced by
this Agreement;
COMPLETION DATE means that date, after the satisfaction of the conditions
precedent in clause 3.1, and receipt by the Escrow Agent of all items pursuant
to Clauses 4.1 and 4.2 hereof, that the Escrow Agent closes the escrow and
releases the Licensed Interest and ancillary documents to the Purchaser, and the
Purchase Price to the Seller, or such other date as the Seller and the Purchaser
may agree;
CORPORATIONS LAW means the 2005 Texas Code - Texas Business Corporation Act;
DATA ROOM means the offices of Robert Kamon located in Cisco, Texas to which the
Purchaser has had access to information and materials relating to the License
Interest;
DATA ROOM DOCUMENTATION means all documentation contained in the Data Room or
listed in the data room index provided to the Purchaser or its representatives
and answers to any questions supplied by Seller, and includes supplementary data
and information provided to the Purchaser or its representatives up to and
including the date of this Agreement;
DEED OF ASSIGNMENT AND ASSUMPTION means the document whereby the License will be
assigned and transferred from Seller to the Purchaser and which will be lodged
with the Minister for Approval and Registration;
DISCLOSURES means an item of information, communication or disclosure contained
in the categories of information referred to in Schedule 2;
DISCLOSURE MATERIAL means all written or electronic information and data
prepared by Seller, its Affiliates or any of its representatives in connection
with the transactions contemplated by this Agreement:
(a) contained in the Data Room; or
(b) provided to the Purchaser, its Affiliates, representatives, advisers or
employees by Seller up to the date of this Agreement;
DOLLAR ($) means the currency of the United States of America;
EFFECTIVE DATE means the later of either the date shown above or the date
on which both parties execute this Agreement;
ESCROW AGENT mean Purchaser's attorney, Randall W. Heinrich, Attorney At
Law at Gillis, Paris & Heinrich, PLLC, 8 Greenway Plaza, Suite 818 Houston,
Texas 77046, acting as the Escrow Agent for this transaction;
4
ESCROW AGREEMENT means the documented arrangement with the Escrow Agent,
the form of which is set out in Annexure E hereto;
GOVERNMENT AGENCY means any government or governmental, semi-governmental,
administrative, fiscal or judicial body, department, commission, authority,
tribunal, agency or entity;
GST means any tax or government impost in the nature of a tax on the supply of
goods and services, real property or any other thing imposed by the Commonwealth
of Australia;
INTEREST RATE means the rate per annum determined by Seller (and agreed by the
Purchaser) to be the arithmetic mean during the applicable interest period of
one month term London Interbank Offer Rates (LIBOR rates) for US$ as published
on the first Business Day of each month by the Financial Times of London and
referred to as the Interbank Fixing Rate, plus an additional 3% per annum;
LICENSE means the Petroleum Exploration License (PEL) 512 granted or to be
granted to Seller under the Petroleum Legislation in South Australia in
satisfaction of Seller's application No. CO2009A for PEL 512 or any other
license granted under the Petroleum Legislation in place or as a result of PEL
512;
LICENSE INTEREST means all legal and beneficial interests in, and title to, the
License;
MINISTER means the Minister of the Government of the State of South Australia
responsible under and for the Petroleum Legislation;
NASD: OTCBB means the Over The Counter Bulletin Board Market;
OPERATOR means the Purchaser;
OPTION means the exclusive option for the Purchaser to buy the License Interest
from Seller during the Option Period, as granted by Seller to the Purchaser
under the terms of the LOI and this Agreement;
OPTION ASSIGNMENT means the agreement dated January 10, 2012 entered into by the
Purchaser and Keith Spickelmier under which Keith Spickelmier assigned the LOI
to the Purchaser and under which the Purchaser accepted such assignment and
assumed all of Keith Spickelmier's obligations and liabilities under the LOI;
OPTION PERIOD means the period expiring 270 days from the Effective Date unless
extended by further written agreement between the parties;
PARENT ENTITY has the meaning given to that term in the Corporations Law;
PETROLEUM has the meaning given to that term under the Petroleum Legislation;
PETROLEUM LEGISLATION means the Petroleum and Geothermal Energy Act 2000 (SA) as
well as all regulations, administrative directions and determinations made under
that Act;
PROMISSORY NOTES means the two documents of indebtedness being delivered by the
Purchaser to the Seller the forms of which are attached as Annexures C and D to
this Agreement;
PUBLIC COMPANY means the Purchaser, a company listed with the United States
Securities Exchange Commission whose common stock is traded on the NASD:OTCBB
under the symbol SANZ;
5
PURCHASE PRICE means $1,550,000, payable in cash and promissory notes, and
twelve million (12,000,000) shares of Public Company common stock payable as set
out in Clause 4 below;
PURCHASER'S WARRANTIES means the representations and warranties set out in
Schedule 3;
ROYALTY GRANT DEED means the document whereby the Purchaser grants and assigns
the Royalty Interest to the Seller as part consideration for the purchase of the
License Interest, substantially in the form set out in Annexure A to this
Agreement;
ROYALTY INTEREST means an interest in the Wellhead Value of all Petroleum sold
from the License, as more particularly described in the Royalty Grant Deed;
SECURITY INTEREST means:
(a) any interest or power:
(1) reserved in or over any interest in the License including, without
limitation, any retention of title; or
(2) created or otherwise arising in or over any interest in the License
under a bill of sale, mortgage, charge, lien, pledge, trust or power,
by way of security for the payment of debt or any other monetary obligation or
the performance of any other obligation and whether existing or agreed to be
granted or created but does not include any claim, royalties or interest under
the Petroleum Legislation; and
(b) any production payment, royalty, override, net profit interest or other
contractual obligation in respect of the License;
SELLER'S WARRANTIES means the representations and warranties of the Seller set
out in Schedule 1.
SUBSIDIARY ENTITY has the meaning given to that term in the Corporations Law;
TAX includes any income tax, land tax, sales tax, payroll tax, fringe benefits
tax, group tax, profit tax, property tax, customs duties, excise duties,
franking deficits tax, stamp duty, petroleum resource rent tax, resource super
profits tax, GST, value added tax, bank accounts debits tax, financial
institutions duty or any other taxes or duties which have been or are assessed
or imposed by any Government Agency or statutory body (including fines,
additional tax, interest or penalties);
TRANSACTION DOCUMENTS means this Agreement and the Deed of Assignment and
Assumption.
WELLHEAD VALUE has the meaning given to that term in the Royalty Grant Deed;
1.2 INTERPRETATION
Headings are for convenience only and do not affect interpretation. The
following rules apply unless the context requires otherwise:
6
(a) The singular includes the plural and conversely.
(b) A gender includes all genders.
(c) If a word or phrase is defined, its other grammatical forms have a
corresponding meaning.
(d) A reference to a person, corporation, trust, partnership, unincorporated
body or other entity includes any of them.
(e) A reference to a clause, Annexure or Schedule is a reference to a clause
or annexure of or a schedule to this Agreement.
(f) A reference to an agreement or document (including, without limitation,
a reference to this Agreement) is to the agreement or document as amended,
varied, supplemented, novated or replaced except to the extent prohibited by
this Agreement or that other agreement or document.
(g) A reference to a party to this Agreement or another agreement or
document includes the party's successors and permitted substitutes or assigns
(and, where applicable, the party's legal personal representatives).
(h) A reference to legislation or to a provision of legislation includes a
modification or re-enactment of it, a legislative provision substituted for it
and a regulation or statutory instrument issued under it.
(i) A reference to writing includes a facsimile transmission and any means
of reproducing words in a tangible and permanently visible form.
(j) A reference to title, authority, license or permit issued under the
Petroleum Legislation or any other statute includes a renewal, extension,
re-issuance or variation of that instrument and includes any other instrument
issued or granted in substitution for, or pursuant or ancillary to that
instrument, and any other instrument conferring the same or similar rights
previously the subject of that title, authority, licence or permit.
2 OPTION TO PURCHASE AND AGREEMENT TO SELL AND PURCHASE
2.1 OPTION TO PURCHASE
The Seller hereby grants to the Purchaser, and the Purchaser hereby accepts, on
the terms and conditions set out in this Agreement, the Option to purchase the
License Interest for the Purchase Price and other good and valuable
consideration, free from all Security Interests. The Purchaser may exercise the
Option upon the satisfaction of the conditions precedent in clauses 3.1(a) and
3.1(b) within the Option Period.
2.2 AGREEMENT TO SELL AND PURCHASE
Subject to satisfaction of the terms of this Agreement, as between the parties,
and the satisfaction of the condition precedent in clause 3.1(c), title to and
property in the License Interest will be treated as having passed to the
Purchaser with effect as of and from the Completion Date.
7
3 CONDITIONS
3.1 CONDITIONS PRECEDENT
The obligations of the parties in respect of Completion do not become binding
unless and until:
(a) All consents, permits and approvals relative to native title that
affect, may affect or may be expected to affect the ownership, value and use of
the Licensed Interest have been obtained or resolved to the Purchaser's
satisfaction, acting reasonably;
(b) the Minister grants and issue the License to the Seller; and
(c) the Minister grants Approval and Registration of the Deed of Assignment
and Assumption under the Petroleum Legislation.
3.2 RESPONSIBILITY
(a) The conditions precedent in clause 3.1 are for the benefit of both
parties and cannot be unilaterally waived.
(b) Each party will use its reasonable endeavors to obtain satisfaction of
the conditions precedent referred to in clause 3.1, and the provisions of clause
6.4(b) and (c) apply to the process of Approval and Registration of the
Transaction Documents.
4 PAYMENT OF THE PURCHASE PRICE
4.1 PAYMENT OF THE PURCHASE PRICE
If the Purchaser should exercise its Option under clause 2.1, the Purchaser
agrees to pay or grant or cause to be paid or granted the Purchase Price to the
Seller as follows:
(a) The Seller hereby acknowledges receipt from Purchaser of and accords a
Purchase Price credit for cash deposits totaling $150,000.
(b) The Seller hereby also acknowledges receipt from the Purchaser of a
Purchase Price advance cash payment of $200,000.
(c) Within 20 Business Days following the date that this Agreement is
executed by all required signatories, the Purchaser must pay the Seller or its
lawyers, the sum of $200,000.
(d) Upon delivery of the License by the Seller into escrow with the Escrow
Agent, the Purchaser must deposit with the Escrow Agent the following:
(1) certified funds in the amount of $250,000;
(2) an executed Promissory Note in the principal sum of $500,000 bearing
interest at the Interest Rate, payable 6 months following the date of formal
Approval and Registration (herein referred to as the "Due Date");
8
(3) an executed Promissory Note in the principal sum of $250,000.00 bearing
interest at the Interest Rate, payable 9 months following the Due Date; and
(4) shares of the Public Company common stock totaling 12,000,000 shares and
the accompanying Common Stock Leakage Agreement.
4.2 CLOSE OF ESCROW AND RELEASE OF BALANCE OF PURCHASE PRICE
The Escrow Agent shall hold all such materials and funds under the terms of the
Escrow Agreement. Upon receipt of all of the matters, as set out in clause 4.1
above, together with formal confirmation of all regulatory approvals, including
Approval and Registration, required to transfer and confirm the Purchaser's
ownership of the whole of the License Interest, as herein agreed, the Escrow
Agent will release all such matters, documents and funds to the relevant parties
to complete the purchase, sale and assignment of the License Interest and the
transfer of the License to the Purchaser.
4.3 TERMINATION
If, for any reason whatsoever:
a) The Seller does not receive the grant of the License from the Minister,
or other issuing authority, together with all other required approvals, permits,
consents and ancillary items within the Option Period, and the Purchaser
delivers notice to the Seller in writing that it does not wish to exercise its
Option for that reason; or
b) Approval and Registration is denied or refused by the Minister or other
competent authority in that regard, or cannot be obtained, or the assignment of
the License Interest cannot, for any reason, be completed to the Purchaser's
satisfaction, acting reasonably, and the Purchaser gives notice to the Seller in
writing of the termination of this Agreement for that reason,
then, in either circumstances, (i) the Escrow Agent will forthwith release the
funds deposited under clause 4.1(d), the Promissory Notes, and the shares and
share assignments to the Purchaser, and (ii) within 30 Business Days, Seller
must repay to the Purchaser the funds paid or credited to it under clauses
4.1(a), 4.1(b) and 4.1(c) above.
5 RIGHTS AND OBLIGATIONS PRIOR TO THE COMPLETION DATE
5.1 CONDUCT PRIOR TO COMPLETION
The Seller is responsible for the administration of the License Interest until
the Completion Date. Prior to the Completion Date, except as expressly
disclosed in this Agreement or consented to by the Purchaser, the Seller must
inform and consult with the Purchaser on all material matters relating to the
License Interest. In particular, but without prejudice to the generality of the
foregoing:
9
(a) the Seller must not create any Security Interest over any of the License
Interest or dispose of any of its interest in any of the License Interest; and
(b) the Seller must provide to the Purchaser copies of all material notices
received by it from the Minister or any other party in respect of the License
Interest.
The Purchaser must not unreasonably withhold or delay any consent, which may be
required under this clause 5.1. The Purchaser will be taken to have given its
consent for the purposes of this clause 5.1, if the Purchaser does not, within a
period of time that is reasonable in the context of the matter to which the
consent relates, notify the Seller that it refuses its consent. In this clause
5.1, a reasonable period of time means within 96 hours after being notified by
the Seller of a proposed action.
5.2 CONFIDENTIAL INFORMATION
Any information obtained by the Purchaser by reason of clause 5.1 is deemed to
be "Confidential Information" and after the Effective Date is subject to the
terms of clause 9.
5.3 FACTORS RELEVANT TO SELLER'S OBLIGATIONS
In complying with its obligations under clause 5.1, the Seller is not required
to do or allow to be done anything, which would, in the Purchaser's reasonable
opinion:
(a) unreasonably disrupt or adversely impact the License Interest;
(b) breach any obligations (including obligations of confidentiality) that
the Seller owes to any third party or under any law or regulations; or
(c) materially prejudice the likelihood of Completion occurring.
6 COMPLETION
6.1 TIME AND PLACE OF COMPLETION
Completion of the sale and purchase of the License Interest will take place on
the Completion Date at the offices of the Seller at Suite 540, 10851 North Black
Canyon Highway, Phoenix, Arizona, USA or at any other place as the Seller and
the Purchaser may agree in writing. The parties may alternatively elect to
effect Completion by execution of counterpart signatures remotely.
6.2 SELLER'S COMPLETION OBLIGATIONS
On the Completion Date, the Seller must deliver to the Purchaser:
(a) where applicable, a copy of the Deed of Assignment and Assumption,
executed by the Seller in registrable form except for the payment of any duty or
registration fee;
(b) any other document reasonably required by the Purchaser to vest full
possession and benefit of the License and the License Interest in the Purchaser;
10
(c) the originals of all instruments, title documents, contract documents
and other records relating to the License;
(d) a copy of the Royalty Grant Deed executed by Seller; and
(e) a copy of this Agreement, which has been Approved and Registered by the
Minister.
6.3 PAYMENT AND DELIVERY ON COMPLETION
On the Completion Date and subject to the timely and proper performance by the
Seller of the obligations on its part to be performed under clause 6.2, the
Purchaser must:
(a) pay to the Seller the balance of the Purchase Price in cash and stock
value in accordance with clause 4.1; and
(b) where applicable, deliver to the Seller a copy of the Deed and
Assignment and Assumption executed by the Purchaser and a copy of the Royalty
Grant Deed executed by the Purchaser.
6.4 REGISTRATION PRIOR TO COMPLETION
(a) Immediately prior to Completion, the Purchaser and Seller must submit
all Transaction Documents not already approved and registered, including the
Deed of Assignment and Assumption, for Approval and Registration.
(b) Each party must co-operate with the other and do all things reasonably
necessary to obtain Approval and Registration in accordance with this clause
6.4.
(c) Without limiting the generality of paragraph (b):
(1) each party must make all necessary and appropriate applications and
supply all necessary and appropriate information for the purpose of enabling
Approval and Registration to be obtained;
(2) no party may withdraw or procure the withdrawal of any application made
or information supplied under paragraph (c)(1);
(3) no party may take any action that would or would be likely to prevent or
hinder Approval and Registration; and
(4) each party must supply to the others copies of all applications made and
all information supplied for the purpose of obtaining Approval and Registration.
(d) Upon Approval and Registration, the parties shall, as between
themselves, treat the transfer of title to and property in the License and the
License Interest and the risk of damage to or loss of any of the License
Interest as taking effect as of and from the Completion Date.
(e) Each of the parties acknowledges that paragraph (d) is intended to
operate, subject to the provisions of the Petroleum Legislation, to give each
party all of the rights, powers and remedies and all of the obligations, duties
and liabilities that each of them would have had on and from the Completion
Date, as if each provision of this Agreement has come into force and taken
effect in all respects on the Completion Date.
11
(f) The Purchaser must, upon the Approval and Registration of the dealings
evidenced by the documents submitted in accordance with this clause 6.4,
promptly give the Seller Notice of the Approval and Registration and provide the
Seller with a copy of the evidence of such Approval and Registration.
7 SALE AND PURCHASE OF THE LICENSE INTEREST
7.1 ACQUISITION OF THE LICENSE INTEREST BY THE PURCHASER
(a) The Purchaser will be entitled to acquire the License Interest from the
Seller by:
(i) paying the Purchase Price to the Seller;
(ii) committing to the guaranteed work program and the total guaranteed
expenditure subject to which the License has been or will be granted as set out
in the Bidding Document without variation or extension, unless application for
such variation or extension is approved prior in writing by the Seller or unless
the Purchaser has reasonable excuse for such variation or extension due to a
force majeure circumstance (the "GUARANTEED WORK PROGRAM"); and
(iii) granting the Royalty Interest to the Seller by execution of the
Royalty Grant Deed; and
(b) subject to Completion, the Purchaser agrees to assume all of the
obligations and liabilities arising in relation to the License including all
work and expenditure obligations in respect of the Guaranteed Work Program on
and from the Completion Date.
7.2 THE PURCHASER MAY FARM OUT
The Purchaser may assign, in whole or in part, to one or more parties, any of
its rights under this Agreement to enable it to satisfy the License commitments
or any other obligation under this Agreement or otherwise provided that any such
assignee assumes the assigned part of the Purchaser's obligations and
liabilities under this Agreement, and the Seller agrees to do all acts, matters
or things required by the Purchaser to give effect to the acquisition of such an
interest by a third party.
7.3 ROYALTY INTEREST
Subject to Completion, the Purchaser is deemed to have granted to the Seller the
Royalty Interest pursuant to the Royalty Grant Deed. The Royalty Interest will
be enduring and will continue until the whole of the License has been
relinquished or terminated. The Royalty Interest will apply in the event the
License is relinquished and then a new license is granted to the Purchaser
during a one-year period. To the extent that the Purchaser wishes to assign,
sell or otherwise dispose of its interest in the License to a third party the
Purchaser must ensure that that third party purchaser takes its interest subject
to the Royalty Interest.
12
7.4 REVERSION OF LICENSE INTEREST TO THE SELLER
If the Purchaser fails in any material way to perform the Guaranteed Work
Program and the Purchaser has failed to obtain a variation of the Guaranteed
Work Program from the Minister or the relevant Government Agency to:
(a) a waiver of the breach; or
(b) an extension of time to rectify such breach,
then the Seller is entitled to request that the Purchaser transfers the License
Interest back to the Seller. Prior to exercising such right of reversion, the
Seller agrees to issue a Notice to the Purchaser requesting that the Purchaser
remedies the default within 90 days after the date of the Notice. If the
Purchaser fails to remedy the default within this period, the Seller may
exercise its right of reversion by further Notice to the Purchaser. Forthwith
upon receiving such Notice the Purchaser agrees to execute and deliver a
transfer of the License Interest to the Seller and execute and deliver such
other documents reasonably required by the Seller to vest full possession and
benefit of the License Interest in the Seller. In such event, the Purchaser
also agrees to indemnify the Seller against and hold the Seller harmless from
all claims arising in respect of works performed by the Purchaser prior to the
date of such reversion. Any variation to the Guaranteed Work Program requires
consent from the Seller which cannot be unreasonably withheld.
8 SELLER'S WARRANTIES
8.1 SELLER'S WARRANTIES
The Seller represents and warrants to the Purchaser that as at the date of this
Agreement, and as at Completion (unless otherwise stipulated), each of the
statements made in Schedule 1 is accurate.
8.2 ABILITY TO CLAIM
Except with respect to obligations under clause 10, the Seller will not be
liable to the Purchaser for any Claim under the Seller's Warranties, for any
breach of this Agreement or otherwise:
(a) unless the Purchaser has given Notice to the Seller setting out full
details of the Claim (including without limitation, reasonable details of the
fact, circumstance or event giving rise to the Claim, the nature of the Claim
and, to the extent that it is able to do so, the Purchaser's calculation of the
loss suffered by it) as soon as reasonably practicable after the Purchaser
becomes aware of the fact, matter or circumstance on which the Claim is based,
and in any event within 12 months after Completion;
(b) if the amount finally adjudicated or agreed against the Seller in
respect of that Claim is less than $10,000;
(c) if the aggregate amount of Claims made is less than $10,000;
(d) to the extent that the Claim is based on any fact, matter or
circumstance:
13
(1) contained in the Disclosures;
(2) contained in this Agreement; or
(3) which is or was within the actual knowledge of the Purchaser;
(e) if the Claim arises or is increased directly as a result of any act or
omission of or on behalf of the Seller in the ordinary course of business (and
subject to the Seller complying with its obligations under clause 5.1) and where
the Purchaser has consented to that act or omission under clause 5.1;
(f) if compensation in respect of the Claim is recoverable by the Purchaser
under or out of the proceeds of any insurance (or insurance that existed at
Completion that the Purchaser has failed to maintain) or the Purchaser has
rights of recovery against a third party and recovery is made;
(g) to the extent that the Claim relates to any liabilities that is part of
the Disclosures;
(h) to the extent that the Claim has arisen as a result of or in connection
with any act or omission by the Purchaser, any Affiliate of the Purchaser or any
person acting, or purporting to act on behalf of the Purchaser or any Affiliate
of the Purchaser after Completion; or
(i) to the extent that the subject of the Claim has been or is made good or
is otherwise compensated for without cost to the Purchaser or any Affiliate of
the Purchaser.
8.3 LIMITATION ON CLAIMS
With respect to obligations under clause 8.2:
(a) the maximum aggregate amount the Purchaser may recover from the Seller
in relation to this Agreement is an amount equal to $4,050,000; and
(b) in no circumstances will the Seller be liable to the Purchaser for any
indirect loss, economic loss, loss of profits or consequential loss or damage
whatsoever, however arising.
8.4 MANAGEMENT OF THIRD PARTY CLAIMS
(a) If a claim by a third party against the Purchaser (actual or threatened)
may potentially give rise to a Claim by the Purchaser against the Seller for a
breach of one of the Seller's Warranties but not otherwise, the Purchaser must
notify the Seller in writing of such claim as soon as reasonably practicable.
(b) Within 20 Business Days after receiving a Notice from the Purchaser
under paragraph (a) above, the Seller may consult with the Purchaser to
ascertain what steps, if any, are reasonable and appropriate to resolve the
third party claim.
(c) If the Seller wishes to make an offer for or agree to settlement of any
third party claim on behalf of the Purchaser, the Seller must first consult with
the Purchaser. If the Purchaser opposes the course of action, Seller cannot
proceed with it and the liability of the Seller with respect to the third party
claim is limited to the amount or amounts that would have been payable by the
Seller under the terms of the proposed offer and settlement proposal.
14
(d) If the Seller does not wish to dispute (or to continue to dispute) the
third party claim on behalf of the Purchaser, the Purchaser must first consult
with the Seller before making any offer for or agreeing to any settlement of
such a claim.
(e) Subject to paragraph (f), any breach of this clause 8.4 which materially
compromises the Seller's ability to dispute or conduct or direct the conduct of
any dispute, proceeding, objection, or appeal will result in the Seller being
relieved from any liability whatsoever to the Purchaser with respect to the
Claim for breach of the Seller's Warranties.
(f) Nothing in this clause 8.4 requires the Purchaser to do anything that
would have a material adverse effect on the Purchaser's existing business.
9 EXCLUSION OF OTHER WARRANTIES
9.1 OTHER WARRANTIES EXCLUDED
(a) For the avoidance of doubt and without limiting paragraphs (b), (c) and
(d) below, the Purchaser acknowledges that the Seller makes no warranties or
representations (express or implied) in relation to the License Interest, the
Disclosures or Disclosure Materials, except the Seller's Warranties. In
particular, and without limiting in any way the generality of the foregoing, the
Purchaser expressly acknowledges that Seller gives no warranty and no
representation is made by the Seller in relation to:
(i) any geological, geophysical, engineering, economic, fiscal or other
interpretations, opinions, forecasts or evaluations by Seller, Affiliates of the
Seller or any other person;
(ii) future matters, including future or forecast costs, revenue or profits;
(iii) reserves or life of fields;
(iv) markets; or
(v) the accuracy, reliability or completeness of any information or material
provided to the Purchaser in connection with the License Interest or the
transaction contemplated by this Agreement.
(b) In consideration of the Seller entering into this Agreement, the
Purchaser represents and warrants to the Seller as at the date of this
Agreement, and as at Completion, that the Purchaser has relied on its own
investigations in relation to the License Interest and has not relied on any
statement (written or oral) or other conduct by or on behalf of the Seller
relating to those things except the Seller's Warranties and, in particular, the
Purchaser acknowledges that it:
(i) has had, whether directly or indirectly, access to the Data Room
containing information about the License Interest; and
(ii) has had been afforded the opportunity to make requests for further
information relevant to the License Interest and such information has been
supplied,
15
and that this information and access has been granted by the Seller to enable
the Purchaser to make its own investigations and form its own views and to rely
on those investigations and views in entering into this Agreement, which
investigations and views it has relied upon.
(c) The Purchaser agrees that to the extent that it has actual or
constructive knowledge of the subject matter of the Seller's Warranties, any
breach of the Seller's Warranties will not be enforceable against the Seller to
the extent it is shown that the Purchaser knew of inaccuracy, error or omission
at the date of this Agreement.
(d) To the extent permitted by law, the Purchaser irrevocably waives any
right it may have to bring an action in respect of any contravention of Arizona
Revised Statutes Title 10, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any other federal securities laws,
any state blue sky laws, or other legislation whatsoever in respect of any
statement, representation, conduct or omission by or on behalf of the Seller,
its Related Entities or any Affiliates which is not expressly contained in this
Agreement.
(e) Subject to any law whatsoever to the contrary and except as provided in
the Seller's Warranties, all terms, conditions, warranties and statements,
whether express, implied, written, oral, collateral, statutory or otherwise are
excluded and the Seller disclaims all liability in relation to these to the
maximum extent permitted by law.
9.2 REMEDIES FOR BREACH OF SELLER'S WARRANTIES OR CLAIMS
Except in circumstances where breach of any of the Seller's Warranties will or
may result in the Purchaser not receiving full possession and benefit to the
License, free of Security Interests, the Purchaser acknowledges that the sole
remedy for a breach of any of the Seller's Warranties or for any other claim in
respect of the subject matter of this Agreement whatsoever is damages and it
shall not be entitled to defer Completion or rescind or terminate this
Agreement.
9.3 RECOVERED AMOUNTS
If after the Seller has made a payment to the Purchaser pursuant to a Claim
under the Seller's Warranties, the Purchaser receives a payment or benefit in
relation to the fact, matter or circumstances to which the Claim relates, the
Purchaser must repay to the Seller the amount received from the Seller or if
less, the payment or benefit received by the Purchaser. Any such amounts repaid
to the Seller pursuant to this clause will be deemed to increase the Purchase
Price payable by the Purchaser under this Agreement.
16
10 CONFIDENTIALITY
10.1 CONFIDENTIALITY BEFORE COMPLETION
Until a public announcement is made after Completion in accordance with clause
10.2, each party must keep confidential any information about the existence and
terms of this Agreement and any draft of this Agreement, or any information
obtained under this Agreement or prior to entering into this Agreement, and must
not disclose any such information to any person except:
(a) any Affiliate of the party that has a clear need to use that
information;
(b) any director, officer, employee, financier or adviser of the party, or
of an associated entity of the party, who has a clear need to use that
information;
(c) pursuant to any applicable law, or to any regulatory body or Government
Agency, or pursuant to the rules of any stock exchange; or
(d) to the extent necessary to obtain any consent or approval contemplated
by this Agreement or the financing of the transaction contemplated herein.
10.2 PUBLIC ANNOUNCEMENTS
(a) No party will make any public announcement or statement concerning this
Agreement or Completion without the prior approval of the other party (such
approval not to be unreasonably withheld). The parties must in good faith agree
at or before Completion the form or forms of press announcements or public
statements that they will each make.
(b) Paragraph (a) above does not apply to any disclosure which is required
pursuant to any applicable law, or to any regulatory body or Government Agency,
or pursuant to the rules of any stock exchange, in which event the disclosing
party must seek the other party's approval of the content of the disclosure and
give the other party at least 48 hours prior Notice of the required disclosure.
The parties will use all reasonable endeavors to agree the terms of the
disclosure. Consent of the other party will not be unreasonably withheld.
(c) Seller hereby acknowledges that the Purchaser will be required to file a
Current Report on Form 8-K with the United States Securities Exchange Commission
shortly after the execution of this Agreement that will report on the same.
11 PURCHASER'S WARRANTIES
The Purchaser represents and warrants to the Seller that, as at the date of this
Agreement and as at Completion, each of the Purchaser's Warranties is accurate.
12 INDEMNITY AND BREACH
12.1 SELLER'S INDEMNITY
The Purchaser must indemnify and keep indemnified the Seller against any Claim
suffered or incurred by the Seller, which arises from (and any costs, charges or
expenses incurred by the Seller in connection with) any breach of, or default
under this Agreement by the Purchaser.
17
12.2 SELLER'S REMEDIES
Subject to clause 12.3, if the Purchaser fails to comply with any term of this
Agreement, without limiting the remedies available to the Seller, the Seller may
do any or all of the following:
(a) terminate this Agreement;
(b) sue the Purchaser for breach; or
(c) without further Notice to the Purchaser, retain the Purchase Price or
resell the License Interest by any means the Seller determines and claim and
recover from the Purchaser any amount by which the proceeds of such sale (less
all incidental expenses) is less than the Purchase Price.
12.3 NOTICE OF BREACH
The Seller will not take any action described in clause 12.2 unless the Seller
has first given Notice to the Purchaser setting out full details of the default
requesting that the Purchaser remedies the default with 30 days after the date
of the Notice and the Purchaser fails to remedy the default within that period.
12.4 LIMITATION ON CLAIMS
With respect to obligations under clause 12.1:
(a) the maximum aggregate amount the Seller may recover from the Purchaser
in relation to this Agreement is an amount equal to the Purchase Price; and
(b) in no circumstances will the Purchaser be liable to Seller for any
indirect loss, economic loss, loss of profits or consequential loss or damage
whatsoever, however arising.
12.5 PURCHASER'S INDEMNITY
Subject to the limitations in clauses 8 and 9, the Seller must indemnify, and
keep indemnified, the Purchaser against any Claim suffered or incurred by the
Purchaser which arises from (and any costs, charges or expenses incurred by the
Purchaser in connection with) any breach of, or default under, this Agreement by
the Seller.
13 TAXATION
13.1 GST
The Seller and the Purchaser agree that the supply of the License Interest by
the Seller to the Purchaser is the supply of a going concern and is for
consideration, provided however that if for any reason GST is deemed applicable
to the Purchase Price by any body competent to do so the Purchaser shall be
liable for the payment of such GST.
In all cases, the following principles apply when determining the amount payable
(the "PAYMENT") for anything supplied pursuant to this Agreement:
(a) If GST is payable in relation to the supply the amount payable will be
the consideration specified in this Agreement plus GST (if any).
(b) If the Payment is determined by reference to any liability or cost
incurred by a party (the PAYEE), the relevant amount is the actual amount
incurred by the Payee less the amount of any GST input tax credit the Payee is
entitled to claim in respect of that liability.
18
(c) If the Payment is a reimbursement or indemnification of a loss
determined by reference to revenue earned less costs incurred, the revenue will
be the revenue earned net of GST and the costs will be determined in accordance
with paragraph (b) above.
13.2 RECOGNITION OF INCOME AND EXPENSES
The Seller and Purchaser agree that:
(a) the Seller will recognize the income and expenditures attributable to
the License Interest for Tax (excluding Petroleum Resource Rent Tax) purposes
for the period up to and including the Completion Date; and
(b) the Purchaser will recognize the income and expenditures attributable to
the License Interest after the Completion Date for Tax (excluding Petroleum
Resource Rent Tax) purposes.
The Seller and the Purchaser agree to file all Tax (excluding Petroleum Resource
Rent Tax) returns on this basis.
14 COSTS AND EXPENSES
14.1 STAMP DUTY AND REGISTRATION FEES
(a) The Purchaser must pay:
(1) any stamp duty; and
(2) all registration fees under the Petroleum Legislation,
in respect of the execution, delivery and performance of this Agreement, the
Deed of Assignment and Assumption or any other agreement or document entered
into or signed in order to effect the transactions contemplated by this
Agreement.
(b) The Purchaser agrees to proceed diligently and expeditiously to submit
all documents associated with the sale and purchase evidenced by this Agreement
required to be submitted for stamping for an assessment of stamp duty and will
keep the Seller apprised of progress in that regard.
14.2 COSTS AND EXPENSES
Subject to clause 14.1, each party must pay its own costs and expenses in
respect of the negotiation, preparation, execution and delivery of this
Agreement and of any other agreement or document entered into or signed in order
to effect the transactions contemplated by this Agreement.
19
15 MERGER
The rights and obligations of the parties will not merge on the completion of
any transaction contemplated by this Agreement. They will survive the execution
and delivery of any assignment or other document entered into for the purpose of
implementing any such transaction.
16 ASSIGNMENT
The rights and obligations of the Purchaser under this Agreement may be
assigned, encumbered or otherwise disposed of, with the prior written consent of
the Seller, which cannot be unreasonably withheld.
17 FURTHER ASSURANCES
Each party agrees to do all such things and execute all such deeds, instruments,
transfers or other documents as may be necessary or desirable to give full
effect to the provisions of this Agreement and the transactions contemplated by
it.
18 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with respect to
its subject matter and supersedes all prior agreements and understandings
between the parties in connection with it.
19 WAIVER
No failure to exercise or any delay in exercising any right, power or remedy by
a party operates as a waiver. A single or partial exercise of any right, power
or remedy does not preclude any other or further exercise of that or any other
right, power or remedy. A waiver is not valid or binding on the party granting
that waiver unless made in writing.
20 NOTICES
Any notice, demand, consent or other communication (a "NOTICE") given or made
under this Agreement:
(a) must be in writing and signed by a person duly authorized by the sender;
(b) must, if communicated by posting or faxing, be acknowledged by
electronic mail sent on the day that such faxing or posting occurs;
(c) must be delivered to the intended recipient by prepaid post (or, if
posted to an address in another country, by registered airmail) or by hand or
fax to the address or fax number below or the address or fax number last
notified by the intended recipient to the sender:
(1) Liberty Petroleum Corporation:
Suite 540, 10851 North Black Canyon Highway
Phoenix, Arizona, 85029 USA
Attention: Mr. Lane Franks
Fax No: +1 602 864-6690
Email: lane@libertypetroleumcorporation.com
20
(2) Santos Resource Corp:
Suite 1700, One Riverway Drive,
Houston, Texas, 77056 USA
Attention: Mr. Michael Dahlke
Fax No: +1 713 622-1937
Email: miked@staroilcompany.com
(d) will be taken to be duly given or made:
(1) in the case of delivery in person, when delivered;
(2) in the case of delivery by post 2 Business Days after the date of
posting (if posted to an address in the same country) or 7 Business Days after
the date of posting (if posted to an address in another country);
(3) in the case of fax, on receipt by the sender of a transmission control
report from the dispatching machine showing the relevant number of pages and the
correct destination fax machine number and indicating that the transmission had
been made without error,
but if the result is that a Notice would be taken to be given or made on a day
which is not a Business Day in the place to which the Notice is sent or is later
than 4.00pm (local time) it will be taken to have been duly given or made at the
commencement of business on the next Business Day in that place.
21 GOVERNING LAW AND JURISDICTION
THE LAW OF THE STATE OF TEXAS GOVERNS THIS AGREEMENT AND EACH PARTY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THAT STATE AND THOSE COURTS
EMPOWERED TO HEAR APPEALS THEREFROM IN CONNECTION WITH ALL MATTERS CONCERNING
THIS AGREEMENT.
22 COUNTERPARTS
This Agreement may be executed in any number of counterparts. All counterparts
will be taken to constitute one instrument. Any signature page of a counterpart
may be detached without impairing the legal effect of the signature thereon and
attached to another counterpart identical in form but having attached to it one
or more additional signature pages executed by the other party.
21
EXECUTED BY THE PARTIES AS AN AGREEMENT:
BY
LIBERTY PETROLEUM CORPORATION
Witness Authorized signatory
--------------------
Name and address (please print) Name (please print)
------------------------------- -------------------
BY
SANTOS RESOURCE CORP.
Witness Authorized signatory
--------------------
Name and address (please print) Name (please print)
------------------------------- -------------------
22
SCHEDULE 1 - SELLER'S WARRANTIES
1 CORPORATE STANDING OF SELLER
1.1 The Seller is duly incorporated and validly exists under the law of its
place of incorporation.
1.2 The Seller has full corporate power and authority to own and sell the
License Interest.
1.3 The Seller is solvent and no receiver has been appointed over any part
of the Seller's License Interest and no such appointment has been threatened.
1.4 The Seller is not in liquidation or under official management and no
proceedings have been brought or threatened for the purpose of winding-up the
Seller or placing it under official management.
2 DUE AUTHORIZATION
2.1 The execution and delivery of this Agreement has been properly
authorized by all necessary corporate action of the Seller.
2.2 The Seller has full corporate power and lawful authority to execute and
deliver this Agreement and to consummate and perform or cause to be performed
its obligations under this Agreement.
2.3 This Agreement constitutes a legal, valid and binding obligation of the
Seller enforceable in accordance with its terms by appropriate legal remedy.
2.4 This Agreement and Completion does not conflict with or result in a
breach of or default under any provision of the constitution of the Seller or
any material term or provision of any agreement or deed or any writ, order or
injunction, judgment law, rule or regulation to which it is a party or is
subject or by which it is bound.
3 LICENSE INTEREST
3.1 The Seller has good title to the License Interest and in the License or
will have upon receiving full and proper Ministerial grant of the License.
3.2 The Seller has legal and beneficial ownership of the License and the
License Interest or will have upon receiving full and proper Ministerial grant
of the License and the Seller's legal and beneficial ownership of the License
Interest is and will be free and clear of all Security Interests.
4 MATERIAL BREACH
To the best of the knowledge of the Seller, the Seller has received no notice of
any material breach in relation to any of its obligations under the License or
Petroleum Legislation.
23
5 ABSENCE OF LITIGATION
5.1 To the best of the knowledge of the Seller:
(a) there is no subsisting litigation between the Seller and any other
person affecting the License or the License Interest; and
(b) as at the date of this Agreement, there are no disputes, claims or
demands between the Seller and any other person which are likely to give rise to
litigation affecting the License or the License Interest.
5.2 To the best of the knowledge of the Seller, there is no unsatisfied
judgment, order, arbitral award or decision of any court, tribunal or arbitrator
against the Seller affecting the License or the License Interest.
5.3 To the best of the knowledge of Seller, there is no suit, action or
other proceeding pending or threatened before any Government Agency or body of
competent jurisdiction seeking to enjoin or restrain the consummation of the
transactions contemplated by this Agreement.
6 ACCURACY OF INFORMATION
The information located in the Data Room was prepared in good faith and made
available to the Purchaser for the purpose of assisting it in making an
assessment of the value of the License Interest and Seller has deliberately not:
(a) omitted anything material from the Data Room or other Disclosure
Material; or
(b) included anything materially misleading in the Data Room or other
Disclosure Material.
7 ENVIRONMENTAL
To the best of the knowledge of the Seller, as at the date of this Agreement,
the Seller has not received any Notice of any civil, criminal or administrative
action, or other proceeding or suit, under any law relating to the environment
applicable to the License which is current, pending or threatened.
8. SECURITIES LAW MATTERS
The Seller (i) acknowledges that it has received recent filings by Purchaser
with the U.S. Securities and Exchange Commission regarding the business, plans,
financial condition, properties, operations and prospects of Purchaser, and that
it believes that it has been and will be given full access to all material
information concerning the financial condition, properties, operations and
prospects of Purchaser, and has had an opportunity to ask such questions of, and
to receive such information from, Purchaser as it has desired and to obtain any
additional information necessary to verify the accuracy of the information and
data received; (ii) has such knowledge, skill and experience in business,
financial and investment matters so that it is capable of evaluating the merits
and risks of an acquisition of shares of Purchaser's Common Stock; (iii) has
reviewed its financial condition and commitments and that, based on such review,
the Seller is satisfied that it (a) has adequate means of providing for
contingencies, (b) has no present or contemplated future need to dispose of all
or any of the shares of Purchaser's Common Stock to be received to satisfy
existing or contemplated undertakings, needs or indebtedness, (c) is capable of
bearing the economic risk of the ownership of such shares for the indefinite
future, and (d) has assets or sources of income which, taken together, are more
than sufficient so that the Seller could bear the loss of the entire value of
the shares of Purchaser's Common Stock to be received; (iv) is acquiring such
shares solely for its own beneficial account, for investment purposes, and not
with a view to, or for resale in connection with, any distribution of such
shares; (v) understands that the shares of Purchaser's Common Stock to be
received have not been registered under the Securities Act of 1933 or any state
securities laws and therefore such shares are "restricted" under such laws; and
(vi) has not offered or sold any portion of the shares of Purchaser's Common
Stock to be received and has no present intention of reselling or otherwise
disposing of any portion of such shares either currently or after the passage of
a fixed or determinable period of time or upon the occurrence or non-occurrence
of any predetermined event or circumstance.
24
SCHEDULE 2 - DISCLOSURES
1 The Data Room Documentation.
2 All information publicly available (by searches at public registers or
otherwise).
3 All other information and data provided or communicated to the Purchaser
in writing, its Related Entities, representatives, advisers or employees by the
Seller, its Related Entities, representatives, advisers or employees or any
other person, before the date of this Agreement.
25
SCHEDULE 3 - PURCHASER'S WARRANTIES
1 THE PURCHASER
1.1 The Purchaser is duly incorporated and validly exists under the law of
its place of incorporation.
1.2 The Purchaser is not insolvent and no receiver has been appointed and no
controller has any right over any part of its assets and no such appointment has
been threatened.
1.3 The Purchaser is not in liquidation or official management and no
proceedings have been brought or threatened for the purpose of winding-up the
Purchaser or placing it under official management.
2 DUE AUTHORIZATION OF PURCHASER
2.1 The execution and delivery of this Agreement has been properly
authorized by all necessary corporate action of the Purchaser.
2.2 The Purchaser has full corporate power and lawful authority to execute
and deliver this Agreement and to consummate and perform or cause to be
performed its obligations under this Agreement.
2.3 This Agreement constitutes a legal, valid and binding obligation of the
Purchaser enforceable in accordance with its terms by appropriate legal remedy.
2.4 This Agreement and Completion does not conflict with or result in a
breach of or default under any provision of the constitution of the Purchaser or
any material term or provision of any agreement or deed or the writ, order or
injunction, judgment, law, rule or regulation to which it is a party or is
subject or by which it is bound.
ANNEXURE A - ROYALTY GRANT DEED
ANNEXURE B - DEED OF ASSIGNMENT AND ASSUMPTION
ANNEXURE C - SIX-MONTH PROMISSORY NOTE
ANNEXURE D - NINE-MONTH PROMISSORY NOTE
ANNEXURE E - ESCROW AGREEMENT
ANNEXURE F - COMMON STOCK LEAKAGE AGREEMENT
ANNEXURE G - BIDDING DOCUMENT
2