EXHIBIT
4.14


	
 


	
VARIATION TO SHARE SALE AGREEMENT


	
 


	
INTERNATIONAL RESOURCE MANAGEMENT
 CORPORATION LIMITED 


	 








	
 


	
BLADE ENERGY PTY LIMITED


	
IDFK INTERNATIONAL MANAGEMENT INC


	
MELIOR PTY LIMITED


	
SADAT NADERI


	
TERRI BIRGITTA ZADKO





AUSTRAL PACIFIC ENERGY (NZ) LIMITED


	

	



	
 


	
Barristers
 & Solicitors


	
Auckland
 & Wellington, New Zealand


	
www.simpsongrierson.com











	
 

	
 


	
AGREEMENT DATED

	
2007





PARTIES


	
 

	
 


	
1.

	
BLADE ENERGY PTY LIMITED a
 duly incorporated company having its registered office at 12 Cessna
 Drive, Jandakot, Perth 6164, Australia on behalf of the Christina Trust


	
 

	
 


	
 

	
IDFK INTERNATIONAL MANAGEMENT INC a
 duly incorporated company having its registered office at Level 20, Menara
 Standard Chartered, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on
 behalf of the Gryphon Trust


	
 

	
 


	
 

	
MELIOR PTY LIMITED
 a duly incorporated company having its registered office at 10 Glen Iris
 Drive, Jandakot, Perth 6164, Australia on behalf of W F and H Shire Family
 Trust


	
 

	
 


	
 

	
SADAT NADERI of
 London, England


	
 

	
 


	
 

	
TERRI BIRGITTA ZADKO
 of Perth, Australia on behalf of the Nighthawk Trust


	
 

	
 


	
 

	
(together Vendors
 and each a Vendor)


	
 

	
 


	
2.

	
AUSTRAL PACIFIC ENERGY (NZ) LIMITED
 a duly incorporated company having its registered office at Level 3, 40
 Johnson Street, Wellington or nominee (Purchaser)





BACKGROUND


	
 

	
 


	
A.

	
The Vendors
 and the Purchaser are parties to a Share Sale Agreement (Share Sale Agreement) dated
 6 August 2007 whereby the Vendors agreed to sell and the Purchaser agreed to
 purchase all of the shares in International Resource Management Corporation
 Limited


	
 

	
 


	
B.

	
The Vendors
 and the Purchaser have now agreed to vary the terms of the Share Sale
 Agreement to clarify their intentions regarding the treatment of certain
 shareholder loans outstanding between the Vendors and International Resource
 Management Corporation Limited.





THE PARTIES AGREE
THAT:


	
 

	
 


	
1.

	
DEFINITIONS 


	
 

	
 


	 


	
 

	
 


	
1.1

	
Definitions: In
 this Variation Agreement, terms which are defined in the Share Sale Agreement
 have the same meaning as given to those terms in the Share Sale Agreement.


	
 

	
 


	
2.

	
SHAREHOLDER LOANS


	
 

	
 


	 


	
 

	
 


	
2.1

	
Existence of Shareholder Loans:
 The Vendors and the Purchaser acknowledge that:











	
 

	
 

	
 


	
 

	
(a)

	
as at 31
 July 2007 the sum of $2,823,335 is owing by the Company to
 the Vendors, reflecting shareholder loans that have been made to the Company
 prior to that date (Shareholder Loans);


	
 

	
 

	
 


	
 

	
(b)

	
the purchase
 price of NZ$7,000,000 was agreed on the basis that there would be no
 outstanding loans to the Vendors as at Closing;


	
 

	
 

	
 


	
 

	
(c)

	
to achieve
 this intent, the Vendors will, on settlement, assign their interest in the
 Shareholder Loans to the Purchaser, so that the loans will be repayable to
 the Purchaser following Closing; and.


	
 

	
 

	
 


	
 

	
(d)

	
the existence of the Shareholder Loans does not constitute a breach
 of any of the Warranties.








	
 

	
 


	
2.2

	
Definition: Clause
 1.1 of the Share Sale Agreement is hereby amended by adding the following
 definition:


	
 

	
 


	
 

	
“Shareholder Loans means
 those amounts advanced to the Company by the Vendors as shareholder loans
 which remain outstanding as at Closing, and which at 31 July 2007 totalled an
 amount of $2,823,335;”


	
 

	
 


	
2.3

	
Sale and Purchase: Clause
 2.1 Clause 2.1 of the Share Sale Agreement is hereby amended to read as
 follows:








	
 

	
 

	
 


	
 

	
“2.1

	
Sale and Purchase: The
 Vendors agree to sell and transfer to the Purchaser, and the Purchaser agrees
 to purchase and take a transfer of, the Shares on the terms and conditions in
 this agreement. The Vendors agree to assign the Shareholder Loans to the
 Purchaser, and the Purchaser agrees to accept an assignment of the
 Shareholder Loans on the terms and conditions in this agreement.”


	
 

	
 

	
 


	
2.4

	
Purchase price: Clause
 3.1 of the Share Sale Agreement is hereby amended to read as follows:


	
 

	
 

	
 


	
 

	
“3.1

	
Purchase price: The
 price payable by the Purchaser to the Vendors for the Shares (and the
 assignment of the Vendors’ interest in the Shareholder Loans) will be the
 Purchase Price. The Purchase Price is allocated as follows:








	
 

	
 

	
 


	
 

	
(a)

	
As to
 $2,823,335 for the assignment of the Shareholder Loans; and


	
 

	
 

	
 


	
 

	
(b)

	
As to the
 balance of $4,176,665 for the Shares.”








	
 

	
 

	
 


	
2.5

	
Pre-Closing: Clause
 4.2 Share Sale Agreement is hereby amended by the addition of a new
 sub-clause (ba) immediately after sub-clause (b), which reads as follows:


	
 

	
 

	
 


	
 

	
“(ba)

	
Shareholder Loans: there
 will be no increase in the amount of the Shareholder Loans (above the amount
 of $2,823,335 provided for in the Accounts as at 31 July 2007) unless such
 increase is agreed in advance by the Purchaser;”








	
 

	
 


	
2.6

	
Closing: Clause
 5.2 Share Sale Agreement is hereby amended by the addition of a new
 sub-clause (da) immediately after sub-clause (d), which reads as follows:











	
 

	
 

	
 


	
 

	
“(da)

	
Assignment of Shareholder Loans: a
 Deed of Assignment (in a form approved by the Purchaser), signed by the
 Vendors, assigning all of their rights and interest in the Shareholder Loans
 to the Purchaser with effect from Closing.”








	
 

	
 

	
 


	
3.

	
FUNDING OF CASH CALLS


	
 

	
 

	
 


	 


	
 

	
 

	
 


	
3.1

	
Apportionment of Revenue and Expenses:
 


	
 

	
 

	
 


	
 

	
(a)

	
Clause 4.3
 of the Share Sale Agreement records the allocation of revenue and expenses
 between the Purchaser and the Vendors during the period prior to, and after
 Closing. Under clause 4.3(b)(iii) the Purchaser willbe responsible for any cash calls made in
 respect of the Cardiff JVOA which are due for payment on or after 1 January
 2007.


	
 

	
 

	
 


	
 

	
(b)

	
The Vendors acknowledge that the Purchaser has made available to the
 Company funds which have enabled the Company to meet certain cash calls since
 1 January 2007 (such advances totaling $300,231 as at the date of this Variation Agreement). 


	
 

	
 

	
 


	
 

	
(c)

	
The Vendors and Purchaser record their understanding that such funds
 (together with any further funds made available for a similar purpose prior
 to Closing) (Funding Advances) have been made available as a loan to the
 Company by the Purchaser, and will be recorded as such in the Company’s
 accounts.


	
 

	
 

	
 


	
 

	
(d)

	
The Purchaser agrees and acknowledges that the existence of the
 Funding Advances does not constitute a breach of any of the Warranties.


	
 

	
 

	
 


	
4.

	
MISCELLANEOUS AMENDMENT


	
 

	
 

	
 


	 


	
 

	
 


	
4.1

	
Taxation Warranty Claim Limitations:
 Clause 7.6 of the Share Sale Agreement is hereby amended so that the
 reference to “the income tax return for the year ending 31 July 2007” is
 replaced with the reference to “the income tax return for the year ending
 31 December 2007”.











SIGNATURES


SIGNED
by AUSTRAL
PACIFIC ENERGY

(NZ) LIMITED as
Purchaser by:


	
 

	
 

	
 


	 

	
 

	 


	
Full name of
 director/authorised signatory

	
 

	
Signature of
 director/authorised signatory


	
 

	
 

	
 


	 

	
 

	 


	
Full name of
 director/authorised signatory

	
 

	
Signature of
 director/authorised signatory


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
(if other
 than two directors sign)

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 


	
 

	
 

	
 


	
SIGNED by BLADE
 ENERGY LIMITED as 
a Vendor by its duly authorised attorney 
DEREK
 MICHAEL WILSHEE:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature

	
 

	
 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 











	
 

	
 

	
 


	
SIGNED by IDFK
 INTERNATIONAL MANAGEMENT INC as a Vendor by its 
duly authorised
 attorney DEREK MICHAEL 
WILSHEE:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature

	
 

	
 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 


	
 

	
 

	
 


	
SIGNED by MELIOR PTY
 LIMITED as a 
Vendor by its duly authorised attorney, 
JAMES
 ROBERT ZADKO:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature

	
 

	
 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 











	
 

	
 

	
 


	
SIGNED by SADAT
 NADERI as a Vendor 
by his duly authorised attorney DEREK
 
MICHAEL WILSHEE in the presence of:

	
 

	 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 








	
 

	
 

	
 


	
SIGNED by TERRI
 BIRGITTA ZADKO as 
a Vendor by her duly authorised attorney 
JAMES
 ROBERT ZADKO in the 
presence of:

	
 

	 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Signature of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Full name of
 witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Occupation
 of witness

	
 

	
 


	
 

	
 

	
 


	 

	
 

	
 


	
Address of
 witness

	
 

	
 










CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY


I, JAMES ROBERT ZADKO of Perth Australia,
Chairman hereby certify:


	
 

	
 


	
1.

	
THAT by a deed dated 8 December 2006 MELIOR PTY LIMITED of Perth, Australia (Company) appointed
me its attorney on
  the terms and subject to the conditions set out in that deed (Deed).


	
 

	
 


	
2.

	
THAT as at the date of this certificate, I
  have not received any notice or information of the revocation of this
  appointment by the liquidation, winding up or dissolution of the Company, or
  otherwise.


	
 

	
 


	
3.

	
THAT the documents to which this certificate
  is attached are authorised and contemplated by the Deed.








	
 

	
 

	
 


	
Date:

	
31/08/2007 

	
 


	
 

	
 

	
 


	 

	 

	
 


	
 

	
 James Robert Zadko

	
 










CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY


I, JAMES ROBERT ZADKO of Perth Australia,
Chairman hereby certify:


	
 

	
 


	
1.

	
THAT by a deed dated 8 December 2006 TERRI BIRGETTA ZADKO of Perth, Australia (Grantor)
appointed me her attorney on
  the terms and subject to the conditions set out in that deed (Deed).


	
 

	
 


	
2.

	
THAT as at the date of this certificate, I
  have not received any notice or information of the revocation of this
  appointment by the death of the Grantor or otherwise.


	
 

	
 


	
3.

	
THAT the documents to which this certificate
  is attached are authorised and contemplated by the Deed.








	
 

	
 

	
 


	
Date:

	
 31/08/2007 

	
 


	
 

	
 

	
 


	 

	 

	
 


	
 

	
 James Robert Zadko

	
 










CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY


I, DEREK MICHAEL WILLSHEE of Perth Australia,
Chief Executive hereby certify:


	
 

	
 


	
1.

	
THAT by a deed dated 8 December 2006 BLADE ENERGY PTY LIMITED of Perth,
  Australia (Company) appointed me
  its attorney on the terms and subject to the conditions set out in that deed (Deed).


	
 

	
 


	
2.

	
THAT as at the date of this certificate, I
  have not received any notice or information of the revocation of this appointment
  by the liquidation, winding up or dissolution of the Company, or otherwise.


	
 

	
 


	
3.

	
THAT the documents to which this certificate
  is attached are authorised and contemplated by the Deed.








	
 

	
 

	
 


	
Date:

	
 31/08/2007 

	
 


	
 

	
 

	
 


	 

	 

	
 


	
 

	
Derek
  Michael Willshee

	
 










CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY


I, DEREK MICHAEL WILLSHEE
of Perth Australia, Chief Executive hereby certify:


	
 

	
 


	
1.

	
THAT by a deed dated 8 December 2006 IDFK INTERNATIONAL MANAGEMENT INC of
Kuala Lumpur, Malaysia (Company)
appointed me its attorney on the terms and subject to the conditions set out
in that deed (Deed). 


	
 

	
 


	
2.

	
THAT as at the date of this certificate, I
  have not received any notice or information of the revocation of this
  appointment by the liquidation, winding up or dissolution of the Company, or
  otherwise.


	
 

	
 


	
3.

	
THAT the documents to which this certificate
  is attached are authorised and contemplated by the Deed.





Date:
31/08/2007


	
 

	
 


	 


	
  Derek Michael Willshee










CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY


I, DEREK MICHAEL WILLSHEE
of Perth Australia, Chief Executive hereby certify:


	
 

	
 


	
1.

	
THAT by a deed dated 8 December 2006 SADAT NADERI of London, England (Grantor)
appointed me his attorney on the terms and subject to the conditions set out
in that deed (Deed). 


	
 

	
 


	
2.

	
THAT as at the date of this certificate, I
  have not received any notice or information of the revocation of this
  appointment by the death of the Grantor or otherwise


	
 

	
 


	
3.

	
THAT the documents to which this certificate
  is attached are authorised and contemplated by the Deed.





Date:
31/08/2007




	
 

	
 


	 


	
Derek Michael Willshee