DATED2016


 


DIRACT
PTY LTD ATF DIRACT PNG TRUST


 (DPT)


 -
and -


 


KIBUSH CAPITAL CORPORATION


 (Kibush)


-
and -


 


PARADISE
GARDENS DEVELOPMENT (PNG) LTD


 (the
Company)


 -
and -


 


AQUA MINING (PNG) LTD


 (Aqua)


 -
and -


 


ELIOT
SILMAN


 (Silman)


 and
-


 




DAVID BERNARD


 (Bernard)


 and -


 


WARREN
SHEPPARD


 (Shephard)


 -
and -


 


TZVI
AINSWORTH


 (Ainsworth)







 


 





 


AGREEMENT
AND RELEASE


 










 


ROCKMAN
& ROCKMAN


SOLICITORS


LEVEL
11,


313
LA TROBE STREET, MELBOURNE


TEL:
(03) 9642 4442


FAX (03) 9642 4449


DX: 150 MELBOURNE


REF:
RR: tw 26648


 



    	 	 	 



    	 



    

 


THIS DEED made the 27
day of September 2016


 


BETWEEN:


 


DIRACT PTY LTD ATF DIRACT
PNG TRUST 

of 635 Glenhuntly Road, Caulfield South 3162 Australia


 (DPT)


-
and -


 


KIBUSH CAPITAL CORPORATION


of 5635N Scotsdale Road, Suite 130, Scotsdale, Arizona 85250 USA


 (Kibush)


- and - 


 


PARADISE GARDENS DEVELOPMENT (PNG) LTD

Cl- BDO, Section 15, Lot 15 Bernal Street, Port Moresby 121,


National Capital District, Papua New Guinea



(the
Company)


 -
and -


 


AQUA
MINING (PNG) LIMITED


 of
Section 355, Allotment 22, Gerehu, 


National
Capital District, Papua New Guinea


(Aqua)


-
and -


 


ELIOT
SILMAN 


of
635 Glenhuntly Road, Caulfield South 3162, Australia


(Silman)


- and -


 


DAVID
BERNARD


of
3/25 Fallon Street, Caulfield South 3162, Australia


(Bernard)


 -
and -


 


WARREN
SHEPPARD


of
7 Sarah Crescent, Templestowe 3106, Australia


 (Shephard)


- and -


 


TZVI
AINSWORTH


 of
-Unit 3, 18 Blanche Street, Elsternwick 3185, Australia 


(Ainsworth)




 



    	 	 	 



    	 



    

 


RECITALS:


 


	A.	The
    Company is a timber logging and milling company in Papua New Guinea.
	 	 
	B.	Diract
    is the sole shareholder in the Company holding 10,000 ordinary shares.
	 	 
	C.	Silman
    is a director of Diract and Bernard and he are directors of the Company.
	 	 
	D.	Kibush
    is a company that entered into a Share Sale Agreement on the 15th May 2015 with Direct to purchase 90% of Diract’s shares
    in the Company. 
	 	 
	E.	Kibush
    entered into a further Management Support Agreement with Direct and the Company on the 11th June 2015 in relation to the operation
    of the Company’s business.
	 	 
	F.	Sheppard
                                         is a Director of Kibush. Ainsworth is a consultant to Kibush.




	 	 
	G.	Aqua
    is a related entity to Kibush
	 	 
	H.	Differences
    have arisen between Direct, the Company and Kibush as to their respective rights, duties and obligations under the Management
    Support Agreement and Sale of Share Agreement
	 	 
	I.	Direct,
    the Company and Kibush have agreed to resolve their differences on the terms and conditions hereinafter appearing and the
    other parties have agreed to join into this Agreement with a view to facilitating finalisation of the disputes between Direct
    and Kibush.


 


NOW
THIS DEED WITNESSETH as follows:


 


	1.	In
    consideration of the sum of ($A26,250.00) (the Settlement Sum) to be paid by Aqua to Direct on the signing hereof Direct will
    transfer to Aqua all its rights title interest in and to its 10,000 ordinary shares in the Company whereupon the rights duties
    and obligations of the parties pursuant to the Management Support Agreement and Share Sale Agreement shall cease.
	 	 
	2.	Simultaneous
    with the payment of the Settlement Sum Direct shall hand Aqua duly executed:


 


	 	2.1	Resignations
    of Eliot Silman and David Bernard as Directors of the Company; and
	 	 	 
	 	2.2	Share
    Transfer from Direct to Aqua of Direct’s 10,000 ordinary shares in
    the Company.


 


	3.	Kibush
    and Aqua acknowledge that Kibush has managed the affairs of the Company since June 2015 and the Directors of the Company have
    had no involvement in the management of the Company. Kibush and Aqua are aware and acknowledge that the Company is indebted
    to IRC (the Papua New Guinea Taxation Office) for a substantial sum in relation to GST and PAYG tax and accepts that it is
    the responsibility of the Company to pay same.
	 	 
	4.	Aqua
    acknowledges that Direct makes no representations as to the validity of the Company’s licences nor the working condition
    of the Company’s assets including, but not limited to, plant, equipment, goods and chattels.
	 	 
	5.	In
    consideration of these presents Kibush, Aqua, the Company, Sheppard and Ainsworth jointly and severally: -


 


	 	5.1	release
    and forever discharge Direct, Silman and Bernard from all actions, suits, causes of action, claims, demands, debts and liabilities
    whatsoever which the Company or any of its creditors, employees, agents, contractors or invitees now has or at any time hereafter
    may have but for the execution of this Deed could or might have had against Diract and/or Silman and/or Bernard with respect
    to the affairs of the Company or any matter or thing arising thereout or relating thereto.
	 	 	 
	 	5.2	undertake
    that they will at all times hereafter well and sufficiently indemnify the Company, Silman and Bernard and keep the Company,
    Silman and Bernard indemnified against all actions, suits, causes of action, claims, demands, debts and liabilities of which
    the Company or any of its creditors, customers, contractors or invitees now has or at any time hereafter may have but for
    the execution of this Deed could or might have had against Direct and/or Silman and/or Bernard in respect of the Company’s
    affairs.


 


	6.	Each
    of the parties mutually release and discharge each other from all actions, suits, causes of action, claims, demands, debts
    and liabilities whatsoever which they now have or at any time hereafter may have or but for the execution of this Deed could
    or might have had against each other in respect of the Share Sale Agreement and the Management Support Agreement or any other
    matter or thing arising thereout or relating thereto.
	 	 
	7.	The
    terms of this Deed are confidential. The parties in this Deed promise to keep the terms of this Deed confidential and only
    to make or permit such disclosure to their legal, accounting advisors, insurers, Australian Taxation Office or Papua New Guinea
    Taxation Office as is reasonable in the circumstances or to any other party as required by law.
	 	 
	8.	The
    releases set out in paragraph 5 may be pleaded in bar to any claims, actions or suits of the nature described in that clause.
	 	 
	9.	Each
    party will take all steps to execute all documents and do everything reasonably required by the other parties to give effect
    to the terms and intentions of this Deed.
	 	 
	10.	Each
    of the parties shall bear their own respective legal costs in respect of this Deed and all matters incidental thereto.
	 	 
	11.	This
    Deed is governed by and is to be interpreted under the laws of Victoria.
	 	 
	12.	The
    parties irrevocably and unconditionally:


 


	 	12.1	submit
    to the non-exclusive jurisdiction of the courts of Victoria; and
	 	 	 
	 	12.2	waive
    any claim or objection based on absence of jurisdiction or inconvenient forum.


 



    	 	 	 



    	 



    

  


EXECUTED
as a Deed.


 


EXECUTED
by DIRACT PTY LTD


ATE
DIRACT PNG TRUST by being


signed
by ELIOT SILMAN its Sole


Director
and Company Secretary


 


	/s/
    Eliot Silman	 	/s/
    (signature)
	Eliot
    Silman	 	Director
	Director
    & Company Secretary	 	 


 


EXECUTED
by KIBUSH CAPITAL


CORPORATION
by being signed by its


authorised
Officers:


 


	/s/
    Warren Sheppard	 
	Director	 


 


EXECUTED
by PARADISE GARDENS


DEVELOPMENT
(PNG) LTD by being


signed
by its authorised Officers:


 


	/s/
    Eliot Silman	 	/s/
    David Bernard
	Director	 	Director


 


EXECUTED
by AQUA MINING (PNG)


LIMITED
by being signed by its authorised


Officers:


 


	/s/
    Vincent Appo	 
	Director	 


 


	SIGNED
    SEALED AND DELIVERED 	)	 
	by
    the said ELIOT SILMAN in the	)	/s/
    Eliot Silman
	presence
    of:	)	 
	 [illegible]		 


 


	SIGNED
    SEALED AND DELIVERED 	)	 
	by
    the said DAVID BERNARD in the 	)	/s/
    David Bernard
	presence
    of: 	)	 
	A.
    Kovan	 	 


 


	SIGNED
    SEALED AND DELIVERED 	)	 
	by
    the said WARREN SHEPPARD in the 	)	/s/
    Warren Sheppard
	presence
    of	)	 
	 Patricia
    More		 


 


	SIGNED
    SEALED AND DELIVERED 	)	 
	by
    the said TZVI AINSWORTH 	)	/s/
    Tzvi Ainsworth
	in
    the presence of:	)