ex101-mpntshareandsalede







Ref: JK/PC #C#      © Corrs Chambers Westgarth   Magellan Petroleum Australia Pty Ltd   Magellan Petroleum (N.T) Pty. Ltd.   Magellan Petroleum Corporation   Jarl Pty. Ltd.   Central Petroleum PVD Pty. Ltd   Central Petroleum Limited   Share Sale and   Purchase Deed        





 







Corrs Chambers Westgarth      H:\LEGAL\da Gama\SPA\FINAL SPA and anciallary docs\CORRSDMS-#10419258-v1-SPA 14 Feb 14 FINAL.docpage i   Share Sale and Purchase Deed    Contents   1  Definitions 1    1.1  Terms defined in this Deed 1    1.2  Additional definitions in schedules 22    2  Sale and purchase 22    2.1  Sale and purchase of Sale Shares 22    2.2  Transfer of rights of Sale Shares 22    2.3  Transfer of Seller Assets 22    2.4  Title and Property of Seller Assets 22    2.5  Apportionment of Total Purchase Price 23    3  Purchase Price 23    3.1  The Total Purchase Price 23    3.2  The Base Purchase Price 23    3.3  Additions to Base Purchase Price 23    3.4  Deposit Banker's Undertaking 23    3.5  Adjustment Amount 24    3.6  Payment of Second Instalment 25    4  Appointment of the Seller Director 25    4.1  Right to nominate the Seller Director 25    4.2  Appointment of the Seller Director 25    4.3  Appointment of Replacement Seller Director 26    4.4  Terms of appointment 26    4.5  Cessation of Seller Director 26    5  Consideration Shares 27    5.1  Issue 27    5.2  Constitution 27    5.3  Subscription Completion 27    5.4  Quotation of Shares 27    5.5  Cleansing notice 28    6  Apportionment of Expenditure and Costs 28    6.1  The Basic Principle 28    6.2  Related Party Debts and Receivables 28    6.3  Payment of the Dingo Field Costs 29    6.4  Outgoings and Income Reconciliation 29    6.5  Unreconciled Outgoings or Income 30    7  Conditions to Completion 30    7.1  Conditions 30    7.2  Obligations of parties in relation to Conditions 32    7.3  Notice 33    7.4  Waiver 33     





 







Corrs Chambers Westgarth       page ii   Share Sale and Purchase Deed    8  Conduct of the Business until Completion 33    8.1  Conduct 33    8.2  Permitted acts 35    9  Dingo Contracts 35    9.1  Dingo Contracts 35    10  Guarantees 35    10.1  Bank Guarantees 35    11  Notifications before Completion 36    11.1  Notifications by the Buyer 36    11.2  Notifications by the Seller 36    12  Business Equipment Leases and Business Property Leases 37    12.1  Consents 37    12.2  Right of use or occupation pending assignment 37    13  Employees 38    13.1  Further assistance 38    14  Seller Contracts 39    14.1  Buyer Guarantor entitled to benefit of Seller Contracts 39    14.2  Novation or assignment of the Contracts 39    14.3  Contracts that are not novated or assigned 39    14.4  Assumption of responsibility for Retained Seller Contracts and assigned Seller   Contracts 39    14.5  Buyer Guarantor's indemnity 39    14.6  Seller or Seller Affiliate's indemnity 40    15  Alice Springs land 40    15.1  Agreement to sell 40    16  Santos Bonus Payment Rights 40    16.1  Assignment 40    17  Santos Bonus Payment and Gas Price Bonus Tax Indemnity and Payment41    17.1  Risk, indemnity and payment 41    17.2  Set-off 42    17.3  Tax Relief 43    17.4  Buyer and Seller’s intent as to the Santos Bonus Payment 43    18  Completion 43    18.1  Date, time and place 43    18.2  Obligations at Completion 43    18.3  Interdependence of obligations 43    18.4  Title and risk 44    19  Power of attorney 44    19.1  Appointment 44     





 







Corrs Chambers Westgarth       page iii   Share Sale and Purchase Deed    19.2  Powers 44    19.3  Ratification 44    19.4  Consideration 44    20  Obligations after Completion 44    20.1  Access to the Business Records by the Seller 44    20.2  Access to records by the Buyer, the Company and Jarl 45    20.3  Wrong Pockets 45    21  Seller Group names 46    21.1  Change of Company Names 46    22  Warranties 46    22.1  Seller Warranties 46    22.2  Buyer Warranties 47    22.3  Buyer Guarantor Warranties 48    22.4  Buyer Guarantor and Buyer Warranties Limits 48    23  Tax 49    23.1  Sharing of information 49    23.2  Pre Completion Tax Events 49    23.3  Exit from Seller Consolidated Group 50    23.4  Release and covenant not to sue Buyer Group Company, Company and Jarl    51    23.5  Petroleum Resource Rent Tax 51    24  Payments and default interest 52    24.1  Payment directions 52    24.2  Method of payment 53    24.3  Time for notices 53    24.4  Default interest 53    24.5  Effect of payments 53    24.6  Tax effects 53    25  Confidentiality 54    25.1  Agreed announcement 54    25.2  Confidentiality 54    26  Termination 56    26.1  Termination by the Seller 56    26.2  Termination by the Buyer 56    26.3  Termination by the Buyer or Seller 56    26.4  Termination due to failure of Completion 57    26.5  Effect of termination 57    27  Notices 57    27.1  General 57    27.2  How to give a communication 57    27.3  Particulars for delivery of notices 57     





 







Corrs Chambers Westgarth       page iv   Share Sale and Purchase Deed    27.4  Communications by post 59    27.5  Communications by fax 59    27.6  After hours communications 59    27.7  Process service 60    28  GST 60    28.1  Construction 60    28.2  Consideration GST exclusive 60    28.3  Payment of GST 60    28.4  Timing of GST payment 60    28.5  Tax invoice 60    28.6  Adjustment event 60    28.7  Reimbursements 61    29  Guarantee 61    29.1  Guarantee 61    29.2  Liability unaffected by other events 61    29.3  Principal obligations 61    29.4  Continuing guarantee and indemnity 61    30  General 62    30.1  Duty 62    30.2  Disputes 62    30.3  Legal costs 63    30.4  Amendment 63    30.5  Waiver and exercise of rights 63    30.6  Rights cumulative 63    30.7  Consents 63    30.8  Further steps 63    30.9  Governing law and jurisdiction 63    30.10 Assignment 64    30.11 Liability 64    30.12 Counterparts 64    30.13 Effect of execution 64    30.14 Entire understanding 64    30.15 Relationship of parties 64    30.16 Indemnities 64    30.17 Withholding 64    30.18 Continuing rights and obligations 65    30.19 Construction 65    30.20 Headings 66    30.21 Deed 66     





 







Corrs Chambers Westgarth       page v   Share Sale and Purchase Deed    Schedule 1 – The Seller and the Company 67    Schedule 2 – Calculation of the Dingo Field Costs and Gas Price Bonus 68    Schedule 3 – Dingo Field Completion Accounts 71    Schedule 4 – Apportionment of Total Purchase Price 73    Schedule 5 – Expert Determinations 74    Schedule 6 – Completion Obligations 76    Schedule 7 – Seller Warranty Mechanics 81    Schedule 8 – Seller Warranties 91    Schedule 9 – Buyer Warranties 106    Schedule 10 – Properties 115    Schedule 11 – Bank Guarantees 117    Schedule 12 – Encumbrances 118    Schedule 13 – Related Party Debt and Receivables 119    Schedule 14 –Dingo Contracts 120    Execution 121    Annexure A - Seller Contracts 123    Annexure B – Assets 125    Annexure C – Seller Assets 129    Annexure D – Plant and Equipment 147    Annexure E – Data Room Documentation 148    Annexure F – Disclosure Letter 149    Annexure G – Deposit Banker's Undertaking 152    Annexure H – Second Instalment Banker's Undertaking 154         





 







Corrs Chambers Westgarth       page 1   Share Sale and Purchase Deed    Date   Parties   Magellan Petroleum Australia Pty Ltd ACN 009 728 581 of Level 1, 167 Eagle Street,   Brisbane, Queensland (Seller)   Magellan Petroleum (N.T) Pty. Ltd. ACN 009 718 183 of Level 1, 167 Eagle Street,   Brisbane, Queensland (Company)   Magellan Petroleum Corporation incorporated in Delaware the United States of   America, of 1775 Sherman Street, Suite 1950, Denver, CO 80203, the United States of   America (Seller Guarantor   Jarl Pty. Ltd. ACN 009 699 183 of Level 1, 167 Eagle Street, Brisbane, Queensland   (Jarl)    Central Petroleum PVD Pty. Ltd ACN 167 440 020 of 56-58 Jephson Street, Toowong,   Queensland (Buyer)   Central Petroleum Limited ACN 083 254 308 of 56-58 Jephson Street, Toowong,   Queensland (Buyer Guarantor)    Background   A The Seller is the registered holder of the Sale Shares, which comprise all the   issued securities in the capital of the Company and Jarl.   B The Seller has agreed to sell, and the Buyer has agreed to buy, the Sale   Shares on the terms set out in this Deed.         Agreed terms   1 Definitions   1.1 Terms defined in this Deed   In this Deed these terms have the following meanings:   Accounting Expert means a chartered accountant appointed in   accordance with The Institute of Arbitrators &   Mediators Australia Expert Determination Rules..   Alice Springs Property 8 Coulthard Ct, Ciccone, Alice Springs, Northern   Territory, Lot 04914, Town of Alice Springs of Plan     





 







Corrs Chambers Westgarth          S 75/019.   ASIC The Australian Securities and Investments   Commission.   Assets Each of the following:   (a) the Petroleum Tenements;    (b) the Business Records;   (c) the Plant and Equipment;   (d) the Owned Properties; and   (e) the assets owned by the Company, including   the assets identified in the asset register set   out in annexure B.   but excluding the Santos Bonus Payment and   all rights of the Company under clause 11 of   the Santos Agreement and its related   schedules.    ASX ASX Limited or the securities exchange operated by   it, as the context requires.   Authorisation Includes an authorisation, consent, agreement,   notice of non-objection, certificate, licence,   permission, approval, permit or declaration or   exemption from, by or with a Government Agency.   Bank Guarantee Each bank guarantee described in schedule 11.   Base Purchase Price The meaning given in clause 3.2.   Base Rate Either:   (a) the rate (expressed as a percentage yield per   annum to maturity) being the arithmetic   average (rounded up to the nearest four   decimal places) of the buying rates published   at or about 10.30 am (in Sydney) on the first   day on which the relevant amount became   due for payment (and on the first day of each   consecutive period of 90 days, the first of   which commences on the 90th day after the   amount first became due for payment) on the   Reuters Screen under the heading ‘BBSY’ for   bills of exchange with a tenor of 90 days; or   (b) if on the relevant day:   (i) the rate referred to in paragraph (a) is   not displayed; or   (ii) the basis of the calculation of that rate is     





 







Corrs Chambers Westgarth          changed after the date of this Deed so   that, in the opinion of the Payee, it   ceases to reflect the cost to the Payee of   the amount remaining unpaid,   the rate per centum per annum determined   by the Payee to be the average of the buying   rates quoted to the Payee by at least three   Australian banks on or about that day.  The   buying rates must be for bills of exchange   accepted by a leading Australian bank and   which have a term of 90 days.   Beneficiary In the case of the Seller Guarantor, the Buyer and   in the case of the Buyer Guarantor, the Seller.   Board The board of directors of the Buyer Guarantor.   Business The business carried on by, or on the behalf of, the   Company as at the Execution Date of petroleum   exploration and production.   Business Day A day which is not a Saturday, Sunday or bank or   public holiday in Brisbane.     Business Equipment   Lease   The equipment leases identified at item 5 of   schedule 10.   Business Leasehold   Property   Each property described at item 4 of schedule 10.   Business Property   Leases   The leases and licences under which the Business   Leasehold Property is leased.   Business Records All books, files, reports, records, correspondence,   documents, data, programmes, software and other   material (in whatever form stored), owned by the   Company, Jarl or held by the Seller and Seller   Affiliates, but only to the extent to which they relate   to the Company, Jarl or the Business, including all:   (a) minute books, statutory books and registers,   books of account and copies of taxation and   other returns and related correspondence;   (b) title deeds and other documents of title and   related correspondence;   (c) Authorisations;   (d) sales literature, market research reports,   brochures and other promotional material;   (e) sales and purchasing records;     





 







Corrs Chambers Westgarth          (f) lists of all regular suppliers and customers;   (g) price lists, pricing models and sales and   marketing materials;   (h) trading and financial records;   (i) contracts;   (j) employee records, including those required to   be kept under the Fair Work Act 2009 (Cth)   and the Fair Work Regulations 2009 (Cth);    (k) insurance policies and certificates of currency   of insurance held by the Company and Jarl;   and   (l) all information with respect to the Petroleum   Tenements including surveys, maps,   mosaics, aerial photographs, electromagnetic   tapes, electromagnetic or optical disks,   sketches, drawings, memoranda, drill cores,   logs of drill cores, geophysical, geological,   drill maps, geochemical sampling and assay   reports, notes and other relevant information   and data in whatever form.   Buyer Group Company The Buyer Guarantor and its subsidiaries (excluding   the Company and Jarl).   Buyer Guarantor   Shares   Fully paid ordinary shares in the Buyer Guarantor.   Buyer Warranties The warranties and representations of the Buyer or   Buyer Guarantor, as applicable, set out in   schedule 9 (4).   Central Farm-out   Agreements   The agreements entered into by the Buyer   Guarantor and certain of the Buyer Group   Companies with each of Santos QNT Pty Ltd and   TOTAL GLNG Australia and its relevant   subsidiaries relating to the farming out of interests   in certain of the Central Petroleum Tenements to   each of Santos QNT Pty Ltd and TOTAL GLNG   Australia.   Central Farm-out   Petroleum Tenements   The Central Petroleum Tenements subject to the   Central Farm-out Agreements.   Central Petroleum   Tenements   The petroleum exploration, retention or production   licences, permits and authorities located in South   Australia, Queensland, Northern Territory and   Western Australia in which the Buyer Guarantor or   any Buyer Group Company has an interest,     





 







Corrs Chambers Westgarth          including applications for such tenements.   Claim Any allegation, debt, cause of action, cause, liability   (whether actual, contingent or prospective), claim,   demand, dispute, proceeding, suit, investigation or   audit of any nature and whether present or future,   fixed or unascertained, actual or contingent, arising   at law, in equity, under statute or otherwise.   Clear Exit Payment A payment or payments made to satisfy   section 721-35 of the ITAA 1997 when an entity   leaves the Seller Consolidated Group in respect of   a Tax Related Liability.   Company Magellan Petroleum (N.T) Pty. Ltd. ACN 009 718   183.   Company Shares The 2,267,412 fully paid ordinary shares in the   capital of the Company.   Completion Settlement of the sale and purchase of the Sale   Shares, and Seller Assets in accordance with   clause 18 and Complete has a corresponding   meaning.   Completion Date The first Business Day following the fulfilment or   waiver of all the conditions in clause 7.1 provided   that the Completion Date may not occur prior to   February 28, 2014.   Completion Time The time immediately before Completion occurs.   Condition Each condition set out in clause 7.1.   Consideration Shares The number of Buyer Guarantor Shares calculated   in accordance with the following formula:   $15,000,000     VWAP   Consolidated Group A ‘consolidated group’ or a ‘MEC group’ as those   terms are defined in section 995-1 of the ITAA   1997.   Contaminant Any substance, gas, liquid, chemical, mineral or   other physical or biological matter that presents a   risk of harm to human health or the Environment or   that is controlled, prohibited or regulated from time   to time by any Environmental Law, including by-   products and derivatives of any such matter.   Contamination The presence of any Contaminant in air, land or   water at a concentration above the concentration at   which it is naturally present at the same locality and     





 







Corrs Chambers Westgarth          which presents a risk of harm to human health or   the Environment.   Contract A contract, agreement, arrangement or commitment   entered into by the Company before Completion   which is not fully performed as at Completion.   Control The meaning given in section 50AA of the   Corporations Act.   Controller The meaning given in the Corporations Act.   Corporations Act The Corporations Act 2001 (Cth).   Data Room   Documentation   All documentation listed in the data room index and   supplementary indices signed by the Buyer and the   Seller and bearing the date of this Deed, comprising   annexure E.   Deed Means this Share Sale and Purchase Deed.   Deposit Banker's   Undertaking   Means a banker's undertaking in the amount of   $1,000,000, in substantially the same form as the   banker's undertaking set out in annexure G, issued   by a major Australian trading bank and redeemable   at a Brisbane branch..    Dingo Contracts The contracts for preliminary survey, assessment   work, environmental and cultural heritage   clearances in relation to the development of the   Dingo Field, entered into by the Seller or a Seller   Affiliate and identified in schedule 14.   Dingo Field The area of retention lease (RL) 2.   Dingo Field   Completion Accounts   The accounts to be prepared in accordance with   schedule 3 for the purpose of determining the   Dingo Field Costs.   Dingo Field Costs The meaning in schedule 2 (1.1).   Dingo GSA The meaning given in the definition of Material   Contracts.   Dingo Royalty   Interests   The royalty interests and obligations enforceable   against the Company and Jarl arising under each of   the following:   (a) Deed of Overriding Royalty between the   Company and Jarl dated 25 September 1964   as assigned in   proportions to each of the   following parties:   (i) 0.2% to Duncan McNaughton and Mrs   McNaughton;     





 







Corrs Chambers Westgarth          (ii) 0.1% to Diane Alexandria Finstrom;   (iii) 0.1% to Shelia Ann Shook;   (iv) 0.1% to Janet Ellen Denham;   (v) 0.25% to Roy Hopkins;   (vi) 0.80% to the Seller;   (vii) 0.45% to Canso Oil & Gas Inc; and   (viii) 1.25% to Jarl; and   (b) Deed of Overriding Royalty between the   Guarantor, Mildred M Hembdt and Ethel A   Hembdt dated 28 December 1961; and   (c) royalty payable to the Central Land Council   (CLC), which is in the course of being   negotiated between Company and CLC.   Director A director of the Buyer Guarantor.   Disclosure Letter A letter from the Seller to the Buyer which contains   disclosures in respect of the Seller Warranties,   comprising annexure F.   Disclosure Material All:   (a) Data Room Documentation;   (b) information contained in this Deed;   (c) information disclosed in the public filings with   the United States Securities Exchange   Commission for or by the Seller Guarantor in   the 12 months prior to the Execution Date;   and   (d) information contained in the Disclosure Letter.   Dispute Notice The meaning given in schedule 3 (4.1) (as   applicable).   Disputed Matters The meaning given in schedule 3 (4.1(a)) (as   applicable).   Duty Any:   (a) stamp, landholder, land rich, transaction or   registration duty or similar charge or impost   that is assessed, levied, imposed or collected   by any Government Agency; and   (b) interest, penalty, charge, fine or fee or other   amount of any kind assessed, charged or   imposed on or in respect of any of the above.     





 







Corrs Chambers Westgarth          Effective Date      Means the first calendar day following the   Completion Date.   Employee   Entitlements   The aggregate of all unpaid amounts and benefits   to which any person employed by the Seller as an   employee immediately prior to Completion   (Employee) is entitled as at the Completion Date   for amounts in the “Estimated Retrenchment   Liability” and “Leave Summary and Liability”   schedules as at 28 February 2014 disclosed in the   Data Room Documentation, which may be   amended to account for the extra days until actual   Completion Date in respect of:    (a) annual leave, long service leave and   personal leave, accrued or arising in respect   of the  Employee for the period of the   Employee’s employment by the Seller before   Completion; and   (b)  termination of employment for redundancy or   severance under a contract and the required   notice period for such termination.   Encumbrance Any:   (a) interest in or right over property and anything   which would at any time prevent, restrict or   delay the registration of any interest in or   dealing with property; and   (b) Security Interest.   Environment All components of the earth including:   (a) land, air and water;   (b) any layer of the atmosphere;   (c) any organic or inorganic matter;   (d) any living organism; and   (e) any natural or manmade or modified features   or structures,   and includes ecosystems and all elements of the   biosphere.   Environmental   Authorisation   Means an Authorisation required under any   Environmental Law in order for the Company to   conduct the Business.   Environmental Harm  Means any direct or indirect alteration of the   Environment that has the effect of degrading the     





 







Corrs Chambers Westgarth          Environment in breach of Environmental Laws.   Environmental Law Any law concerning Environmental Matters.   Environmental Matters                                       Environmental   Warranties   Any of the following matters:   (a) the protection of human health or the   Environment;   (b) Contamination;   (c) the emission of Contaminants, noise, odour,   vibration or electromagnetic fields;   (d) the production, use, handling, storage,   transportation, deposit or disposal of   Contaminants;   (e) conservation, heritage or natural resources;   (f) threatened, endangered or other flora and   fauna species;   (g) town planning; or   (h) climate change.      The warranties provided for at schedule 8(12)   Escrow Agent Means Corrs Chambers Westgarth.   Execution Date The date on which the last of the parties executes   this Deed.   Expert In the case of a dispute under schedule 3 (4), the   Accounting Expert.   External Administrator A liquidator, provisional liquidator, Controller or   administrator.   Facility Agreement The Facility Agreement between the Buyer and   Macquarie dated on or about the date of this Deed.   Funds Means the funds to be provided by Macquarie to the   Buyer pursuant to the Facility Agreement to the   extent required by the Buyer to finance the Base   Purchase Price.   Gas Price Bonus The meaning in schedule 2 (2).   Gas Price Bonus   Discharge Payment   The meaning given in schedule 2 (2(f)).   Good Faith Means:    (a) to cooperate for the agreed period (and if no   agreement, for a reasonable period) in an     





 







Corrs Chambers Westgarth          attempt to achieve the objective;   (b) compliance with honest standards of conduct;   (c) compliance with standards of conduct that are   reasonable having regard to the interests of   the parties, and the terms of, and intention of   the parties in relation to, this Deed; and   (d) to not act arbitrarily or capriciously, and   without the intention to do anything to impede   or restrict any other party’s performance of   this Deed,   but excludes any:   (a) fiduciary obligations; and   (b) requirement to act in a manner that will or   may conflict with a party’s bona fide   commercial interests.   Government Agency Any government, whether federal, state, territorial,   local, including any administrative or judicial body,   department, commission, authority, instrumentality,   tribunal, regulator, agency or entity of any such   government.   Gross Negligence or   Wilful Misconduct   Means any act or failure to act (whether sole, joint   or concurrent) by any person or entity that was   intended to cause, or was in reckless disregard of   or wanton indifference to, harmful consequences   such person or entity knew, or should have known,   such act or failure would have on the safety or   property of another person or entity.   GST Act A New Tax System (Goods and Services Tax) Act   1999 (Cth).   GST Group The meaning given in the GST Law.   GST Joint Venture The meaning given in the GST Law.   GST Law The meaning given in the GST Act.   Guaranteed Party In the case of the Seller Guarantor, the Seller and in   the case of the Buyer Guarantor, the Buyer.   Guarantor Each of the Seller Guarantor and the Buyer   Guarantor.   Head Company The Seller as the head company of the Seller   Consolidated Group.   Income Revenue of any type or nature in connection with   the Business, the Assets, the Seller Assets or the     





 







Corrs Chambers Westgarth          Property, and includes refunds, including without   limitation, any Tax or royalty refund or credit.   Income Tax Act ITAA 1936 and ITAA 1977 or either of them, as   applicable.   Indirect Tax Law The meaning given in ITAA 1997.   Insolvent The meaning given in clause 26.1(d).   Insurances The meaning given in schedule 8 (17.3).    Intellectual Property   Rights   All intellectual property rights including current and   future registered and unregistered rights in respect   of trade marks, trade names, logos and associated   get-up, designs, patents, inventions, discoveries,   circuit layouts, copyright and analogous rights,   whether conferred by statute, common law or   equity.   ITAA 1936 The Income Tax Assessment Act 1936 (Cth).   ITAA 1997 The Income Tax Assessment Act 1997 (Cth).   Jarl  Jarl Pty. Ltd. ACN 009 699 183.   Jarl Shares The 2 fully paid ordinary shares in the capital of   Jarl.   Land Outgoings All local authority rates, land tax and other   outgoings relating to the Alice Springs Property.   Lease A lease, sublease, tenancy or other occupancy right   in relation to a Leased Property.   Lease Outgoings Rent, fees and other outgoings in respect of each   Business Equipment Lease and the Business   Property Lease.   Leased Property Each property described in item 2 of schedule 10.   Liabilities Means Claims, Losses, liabilities, costs or expenses   of any kind and however arising, including   penalties, fines and interest and including those   which are prospective or contingent and those the   amount of which for the time being is not   ascertained or ascertainable.   Listing Rules The listing rules of ASX.   Loss All losses, costs, charges, damages, expenses and   other liabilities arising out of or in connection with a   fact, matter or circumstance, including all legal and   other professional expenses incurred in connection   with investigating, disputing, defending or settling   any Claim, or proceeding relating to that fact, matter     





 







Corrs Chambers Westgarth          or circumstance.   Macquarie  Macquarie Bank Limited ABN 46 008 583 542.   Material Buyer Share   Issue   Issue and allotment of that number of Buyer   Guarantor Shares which upon issue will represent   not less than 5% of the total issued shares in the   Buyer Guarantor.   Material Contract A Contract which may reasonably be expected to   be material to the Company or to the Business,   including each of :   (a) Santos Agreement;   (b) Gas Transportation Agreement Amadeus Gas   Pipeline Magellan Petroleum (NT) Pty Ltd   Parking Service between APT Pipelines (NT)   Pty Limited ACN 075 733 336 and the   Company dated 25 May 2012 (Parking   Agreement);    (c) Gas Supply and Purchase Agreement –   Dingo Field between Power and Water   Corporation ABN 15 947 352 360 (as buyer)   and the Company (as seller) dated   12 September, 2013 (Dingo GSA); and   (d) the Santos GSA.    Mereenie GST Joint   Venture   The GST Joint Venture of which the Company was   a participant, and of which Santos Limited (or a   Related Body Corporate of Santos Limited) is   and/or was the joint venture operator.   MPA Royalty Interests Those parts or fractions of the Royalty Interests   which are payable to the Seller, the Company or   their Related Bodies Corporate but not including   Royalty Interests payable to Jarl on account of or   for distribution to third parties.   Non-MPA Royalty   Interests   Those parts or fractions of the Royalty Interests   which are payable to persons other than the Seller,   the Company or their Related Bodies Corporate but   including Royalty Interests payable to Jarl on   account of or for distribution to persons other than   the Seller, the Company or their Related Bodies   Corporate.    Other Group Members The Related Bodies Corporate of each of the Seller   and the Company who are the other parties to the   Tax Funding Agreement.   Outgoings Costs and expenses of any type or nature in   connection with the Business, the Assets, the Seller     





 







Corrs Chambers Westgarth          Assets, the Royalty Interests or the Property,   including, and includes payments, including without   limitation, the Land Outgoings, the Lease   Outgoings, and any Tax or royalty payments but   excluding the Dingo Field Costs.   Owned Property Each property described in item 1 of schedule 10.   Palm Valley Field The area within production licence (OL) 3.   Palm Valley GSAs The Santos GSA, in respect of gas originating and   produced from the Palm Valley Field, and each   other gas supply agreement in respect of gas   originating and produced from the Palm Valley Field   which may be entered into by the Company, the   Buyer or a Related Body Corporate of the Buyer on   or after Completion.   Palm Valley GST Joint   Venture   The GST Joint Venture of which the Company is a   participant, and of which the Seller is the joint   venture operator.   Palm Valley Royalty   Interests   The royalty interests and obligations enforceable   against the Company and Jarl arising under each   of:   (a) Deed of Overriding Royalty between the   Company and Jarl dated 25 September 1964   as assigned in proportions to each of the   following parties:   (i) 0.2% to Duncan McNaughton and Mrs   McNaughton;   (ii) 0.1% to Diane Alexandria Finstrom;   (iii) 0.1% to Shelia Ann Shook;   (iv) 0.1% to Janet Ellen Denham;   (v) 0.93750% to Hembdt Associates, LLC;   (vi) 0.54375% to Canso Resources Limited;   and   (vii) 1.26875% to Jarl;.   (b) Deed of Overriding Royalty between the   Guarantor, Mildred M Hembdt and Ethel A   Hembdt dated 28 December 1961; and   (c) Royalty Agreement PL3 between the   Company, Canso Resources Limited,   Farmout Drillers NL, C.D. Resources Pty Ltd,   Ampolex (PPL) Pty Limited, Santos Limited,   Southern Alloys Venture Pty Limited,     





 







Corrs Chambers Westgarth          International Oil Pty Ltd and the Minister of   Mines and Energy dated 12 February 1991;   and   (d) 2.5% royalty to Central Land Council payable   pursuant to an agreement dated 9 November   1982 as increased by agreement dated 21   April 2004.   Parking Agreement The meaning given in the definition of Material   Contract.    Payee The meaning given in clause 24.4(a).   Payout Demand The meaning given in schedule 2 (2(f)).   Permitted   Encumbrance   Means in relation to the Company:   (a) each Encumbrance listed in schedule 12 (3);   (b) any Encumbrance granted by the Company in   connection with property sold to the Company   on retention of title terms while the money   secured by the retention of title is not due for   payment;   (c) any netting or set-off arrangement entered   into by the Company in the ordinary course of   its banking arrangements for the purpose of   netting debit and credit balances;   (d) a lien which arises by operation of law to   secure the payment of Taxes or money for   services performed in relation to property   while the money secured by that lien is not   due for payment; and   (e) any Encumbrance granted by the Company in   connection with:   (i) a transfer of an account or chattel   paper (each as defined under the   PPSA);   (ii) a commercial consignment as defined   under the PPSA;   (iii) a PPS lease as defined under the   PPSA;   to the extent that the transaction does not   secure payment or performance of an   obligation.   Petroleum Tenements Retention Licence (RL) 2 (Dingo Field) and   Production Licence (OL) 3 (Palm Valley) each     





 







Corrs Chambers Westgarth          administered under the Petroleum Act of the   Northern Territory.    Plant and Equipment Plant, equipment, vehicles, furniture, fixtures and   fittings listed in the assets register in annexure D, all   the plant and equipment located at the Dingo Field,   and all the plant and equipment located at the Palm   Valley Field  for the production, gathering, treatment   and export of natural gas produced at the Palm   Valley Field  including:   (a) permanent wellhead facilities for nine   producing and suspended wells;   (b) a central treatment plant (CTPPV);   (c) compression, separation and gas dehydration   at the CTPPV;   (d) flowlines between the wellhead sites and   CTPPV;   (e) produced water treatment and reinjection   facilities in evaporation pond;   (f) gas export pipeline and metering; and   (g) associated civil works, power generation,   camp, vehicles and workshops.    PPS Register The ‘register’ as defined in the PPSA.   PPSA The Personal Property Securities Act 2009 (Cth).   Pre Completion Tax   Event   The meaning given in clause 23.2(a).   Proceedings Any civil, criminal, administrative or arbitral   proceedings, mediation or other form of alternative   dispute resolution (whether or not held in   conjunction with any civil, criminal, administrative or   arbitral proceedings), in which a monetary or non-   monetary claim is made.   Property Each Owned Property, Leased Property, Business   Leasehold Property and the Alice Springs Property.   PRRTA Act The Petroleum Resource Rent Tax Assessment Act   1987 (Cth) as amended from time to time.   Public Records Each of the following:   (a) the company registers maintained by ASIC in   relation to the Company as at 2 December   2013;   (b) the Organisation and Business Names     





 







Corrs Chambers Westgarth          register maintained by ASIC in relation to the   Company as at 2 December 2013;   (c) the PPS Register in relation to the Company   (including its Australian Company Number,   name and Australian Business Number) as at   5 December 2013;    (d) registers or certificates of:   (i) title;   (ii) permitted use; and   (iii) contamination;   maintained by the land titles office in the   Northern Territory between 2 and   6 December 2013 in relation to the   Properties;   (e) the following registers in relation to the   Properties:   (i) Northern Territory Environment   Protection Authority’s register under the   Waste Management and Pollution   Control Act 1998 (NT) as at   4 December 2013;   (f) records or registers of any relevant   Governmental Agencies in relation to the   Properties between 2 and 6 December 2013   with responsibility for:   (i) water and sewerage;   (ii) planning;   (iii) heritage;   (iv) native title;   (v) council rates;   (vi) land tax;   (vii) main roads; and   (viii) electricity distribution, retailing or   generation; and   (g) searches of the following courts in relation to   the Company conducted between   2 December and 11 December 2013:   (i) the Supreme Courts of Queensland,   Western Australia, New South Wales,     





 







Corrs Chambers Westgarth          Victoria, South Australia, Northern   Territory, Australian Capital Territory   and Tasmania;   (ii) the District and County Courts (as   applicable) of Queensland, Western   Australia, New South Wales, Victoria,   South Australia, Northern Territory,   Australian Capital Territory and   Tasmania;   (iii) the Federal Magistrates Court;   (iv) the Federal Court of Australia; and   (v) the High Court of Australia.   Related Body   Corporate   The meaning given in the Corporations Act.   Related Party Debt Any debt, whether documented or not, owed by the   Company or Jarl to the Seller or any Seller Affiliate,   including those set out in schedule 13 (1), other   than an amount owing in the ordinary course of   trading on arm’s length terms which are   documented in writing but does not include the Non-   MPA Royalty Interests.     Related Party   Receivable   Any debt, whether documented or not, owed to the   Company or Jarl by the Seller or any Seller Affiliate,   including those set out in schedule 13 (2), but does   not include the Non-MPA Royalty Interests.   Relative The meaning given in the Corporations Act.   Released Tax Claims means all Liabilities, including counterclaims,   arising from or connected with:   (a) all Tax and Tax Related Liability of Seller   Guarantor, Seller, Company and Jarl that:   (i) arises from or relates to any actual or   deemed income, profits or gains   earned, received or arising before the   Completion; or   (ii) is attributable to any event occurring   before Completion, including the   payment of any Permitted Dividend;   and   (b) all Liabilities of Seller Guarantor and Seller for   Tax Costs incurred by them or on their behalf,   to the extent that those Tax Costs arise from,     





 







Corrs Chambers Westgarth          or relate to, any of the matters referred in   paragraph (a),   whether or not the Liabilities are or could be known   to a party at the time of entering into this Deed.   Replacement Seller   Director   Has the meaning given in clause 4.3(a).   Retained Seller   Contracts   Has the meaning given in clause 14.3.   Royalty Interests Each of the Dingo Royalty Interests and Palm   Valley Royalty Interests.   Royalty Termination   Deeds   Means the royalty termination deeds provided in   Annexure I.   Sale Shares Means the:    (a) Company Shares; and   (b) Jarl Shares.   Santos Agreement The sale agreement between Santos QNT Pty Ltd,   Santos Limited and the Company dated   14 September 2011, and varied by the parties to   that agreement on 2 February 2012.   Santos Bonus   Payment   All moneys payable to the Company under the   Santos Agreement if production from the Mereenie   field reaches stated thresholds, as payable in   accordance with clause 11 of the Santos   Agreement.   Santos Bonus   Payment Rights   The Company’s right to receive the Santos Bonus   payment and all rights and interests of the   Company under clause 11 (and associated   schedules) of the Santos Agreement.   Santos Consent The meaning given in clause 7.1(a)(iii).   Santos GSA The Gas Supply and Purchase Agreement between   Santos Limited ABN 80 007 550 923, Santos QNT   Pty Ltd ABN 33 083 077 196 (as buyers) and the   Company (as seller) dated 14 September, 2011.   Second Instalment The meaning given in clause 3.2(b)(ii).   Second Instalment   Banker's Undertaking   A banker's undertaking in the amount of   $1,500,000, which will form part of the Second   Instalment, in substantially the same form as the   banker's undertaking set out in annexure H and that   cannot be drawn until on or after 15 April, 2014, and   issued by a major Australian trading bank and     





 







Corrs Chambers Westgarth          redeemable at a Brisbane branch.    Security Interest Any interest or right which secures the payment of a   debt or other monetary obligation or the compliance   with any other obligation, including any:   (a) mortgage;   (b) security interest under the PPSA;   (c) retention of title to any property; and   (d) right to set off or withhold payment of any   deposit or other money.   Seller Affiliate Each:   (a) Related Body Corporate of the Seller;   (b) entity Controlled by the Seller or a Related   Body Corporate of the Seller;   (c) officer or employee of:   (i) the Seller;   (ii) a Related Body Corporate of the Seller;   or   (iii) an entity Controlled by the Seller or a   Related Body Corporate of the Seller;   or   (d) entity Controlled by, or a Relative of, a person   referred to in paragraph (c),   from time to time.   Seller Assets      The assets owned by the Seller and Seller Affiliates   that are used in the conduct of the Business   identified in annexure C.   Seller Consolidated   Group   The Consolidated Group of which the Seller is the   ‘head company’ or a ‘subsidiary member’ within the   meaning given in section 995-1 of the ITAA 1997.   Seller Contracts The contracts between the Seller or the Seller   Affiliates and third parties that are used in the   conduct of the Business identified in the contract   register in annexure A.   Seller Director The Director appointed to the Board in accordance   with clause 4.   Seller Group Names Each of the following:   (a) Magellan; and     





 







Corrs Chambers Westgarth          (b) Magellan Petroleum.   Seller GST Group The GST Group of which the Company is a   member, and of which the Seller is the   representative member.   Seller Warranties The warranties and representations of the Seller set   out in schedule 8.   Subscription   Completion   The occurrence of the events at clause 5.3.   TAA Taxation Administration Act 1953 (Cth).   Tax Any:   (a) Past, present or future tax, levy, impost, fee,   charge, duty, excise, customs, royalty, rate,   compulsory loan, deduction, penalty,   withholding or surcharge that is assessed,   levied, imposed or collected by any   Government Agency;   (b) unless the context requires otherwise, Duty   and GST; and   (c) interest, penalty, charge, fine or fee or other   amount of any kind assessed, charged or   imposed on or in respect of any of the above.   Tax Costs All costs and expenses incurred in:   (a) managing an inquiry; or    (b) conducting any litigation, dispute, process,   alternative dispute resolution process or   similar action,   in relation to a Tax, but does not include a Tax.   Tax Demand A Claim by a Government Agency administering a   Tax which gives rise, or is likely to give rise, to a   Warranty Claim    Tax Funding   Agreement   The Tax Funding Agreement dated 20 July 2005   between the Seller, the Company, Jarl, United Oil &   Gas Co. (N.T.) Pty Ltd, Magellan Petroleum (W.A.)   Pty Ltd, Magellan Petroleum (Eastern) Pty Ltd,   Magellan Petroleum (Ventures) Pty Ltd and Paroo   Petroleum Pty Ltd.   Tax Law Any law under which Tax is assessed, levied,   imposed, collected or administered, and includes   the Income Tax Act.   Tax Related Liability Has the meaning ascribed to that term by s 721-    





 







Corrs Chambers Westgarth          10(2) of the ITAA 1997.   Tax Return Any return relating to Tax, including any document   which:   (a) must be lodged with a Government Agency   administering a Tax; or    (b) a taxpayer must prepare and retain under a   Tax Law (such as an activity statement,   amended return, schedule or election and any   attachments).   Tax Sharing   Agreement   The Tax Sharing Deed dated 20 July 2005 between   the Seller, the Company, Jarl, United Oil & Gas Co.   (N.T.) Pty Ltd , Magellan Petroleum (W.A.) Pty Ltd ,   Magellan Petroleum (Eastern) Pty Ltd, Magellan   Petroleum (Ventures) Pty Ltd and Paroo Petroleum   Pty Ltd, as amended or acceded to from time to   time.   Tax Warranties The Seller Warranties in schedule 8 (18).   Third Party Claim A Claim made by a person or entity (other than the   parties), other than a Tax Demand, which gives   rise, or is likely to give rise, to a Warranty Claim.   Third Party Debt All:   (a) borrowings or other indebtedness of the   Company under any bank facility, overdraft,   bond, note, debenture, bank guarantee facility   (whether cash-backed or otherwise) or   finance lease;    (b) interest accrued on such borrowings or other   indebtedness and all fees, expenses and   penalties required to be paid to discharge   such borrowings or other indebtedness; and   (c) dividends or other distributions of the   Company which (other than a Permitted   Dividend) are declared or accrued but unpaid;   but excluding:   (d) Related Party Debts; and   (e) trade debts of the Company incurred in the   ordinary course of business.    Title Warranties Each of the following Seller Warranties:    (a) schedule 8 (4.1);   (b) schedule 8 (4.2); and     





 







Corrs Chambers Westgarth          (c) schedule 8 (10.1) but only as it relates to the   Petroleum Tenements.   Total Purchase Price The meaning at clause 3.1.    Trading Day Has the meaning given to that term in the Listing   Rules.   VWAP The arithmetic average rounded to the nearest full   cent of the daily volume weighted average sale   price of Buyer Guarantor Shares sold on ASX   during the period of ten Trading Days on which   Buyer Guarantor Shares are traded on ASX ending   on the Trading Day prior to the Execution Date,   calculated using the Bloomberg page “AQR” or, if   that page is unavailable or has been discontinued,   calculated by ASX using its standard method of   calculation.   Warranty Claim A Claim by the Seller, Buyer or Buyer Guarantor   against the other relevant party for breach of a   Buyer Warranty or Seller Warranty as applicable.   1.2 Additional definitions in schedules   The schedules contain certain additional definitions.   2 Sale and purchase   2.1 Sale and purchase of Sale Shares   On the Completion Date, the Seller must sell the Sale Shares to the Buyer, free   from all Encumbrances (other than the Permitted Encumbrances), and the   Buyer must purchase the Sale Shares for the Total Purchase Price, and   otherwise on the terms set out in this Deed.   2.2 Transfer of rights of Sale Shares   On the Completion Date the Seller must transfer the Sale Shares to the Buyer   with all rights, including dividend rights, which are attached or accruing to them   on and from the Execution Date.     2.3 Transfer of Seller Assets   The Seller as legal and beneficial owner must transfer or cause the relevant   Seller Affiliate to transfer the Seller Assets free from all Encumbrances (other   than the Permitted Encumbrances) to the Company or the Buyer or the Buyer   Guarantor (as described in annexure C) at Completion on the terms set out in   this Deed.   2.4 Title and Property of Seller Assets   Title to, risk and property in the Seller Assets:     





 







Corrs Chambers Westgarth          (a) until Completion, remains solely with the Seller or the relevant Seller   Affiliate; and   (b) subject to the provisions in this Deed, passes to the Company or the   Buyer or the Buyer Guarantor (as described in annexure C) with effect   from Completion.   2.5 Apportionment of Total Purchase Price   The parties agree to apportion the Total Purchase Price pursuant to schedule   4.   3 Purchase Price   3.1 The Total Purchase Price   The Total Purchase Price payable by the Buyer for the Sale Shares and the   Seller Assets is the aggregate of:   (a) the Base Purchase Price;    (b) the Consideration Shares;   (c) the Dingo Field Costs; and   (d) the Gas Price Bonus.   3.2 The Base Purchase Price   (a) The Base Purchase Price is $20 million.   (b) The Base Purchase Price must be paid by the Buyer to the Seller in the   following instalments:   (i) $15 million on the Completion Date; and   (ii) $5 million on or before 15 April, 2014 (Second Instalment) in   accordance with clause 3.6.    3.3 Additions to Base Purchase Price   (a) The component of the Total Purchase Price consisting of the Dingo Field   Costs shall be  calculated in accordance with schedule 2 (1).    (b) The Gas Price Bonus shall be calculated in accordance with   schedule 2 (2).   (c) On the Completion Date, the Buyer Guarantor must issue the   Consideration Shares to the Seller in accordance with clause 5.   3.4   Deposit Banker's Undertaking    (a) On the Execution Date, the Buyer must give two Deposit Banker's   Undertakings to the Escrow Agent, to be dealt with in accordance with   this clause 3.4.    (b) The Escrow Agent must retain the Deposit Banker's Undertakings until   their release under clause 3.4(c) , 3.4(d) , 3.4(e) or 3.4(f).     





 







Corrs Chambers Westgarth          (c) If Completion occurs, and subject to clause 3.6, the Seller is entitled   absolutely to each of the Deposit Banker's Undertaking and the Buyer   and Seller must cause the Escrow Agent to give each Deposit Banker's   Undertaking to the Seller on 15 April 2014.    (d) If this Deed is terminated due to the default of the Buyer or the Buyer   Guarantor, the Escrow Agent must immediately deliver the two Deposit   Banker's Undertakings to the Seller, and the Seller and Buyer must do all   things required on their part to cause the Escrow Agent to do this.   Forfeiture of the two Deposit Banker's Undertakings to the Seller shall be   without prejudice to or limitation of any rights which a party may have   either at law, in equity or under statute or under this Agreement.   (e) If this Deed is terminated due to the default of the Seller or a Seller   Affiliate, or due to a failure in satisfaction or waiver of a Condition (other   than the Condition at clause 7.1(h)), then immediately after such   termination the Escrow Agent must return the two Deposit Banker's   Undertakings to the Buyer, and the Seller and Buyer must do all things   required on their part to cause the Escrow Agent to do this. In the case   where this Deed is terminated due to the default of the Seller or a Seller   Affiliate, return of the two Deposit Banker's Undertakings to the Buyer   shall be without prejudice to or limitation of any rights which a party may   have either at law, in equity or under statute or under this Agreement.   (f) If this Deed is terminated due to a failure in satisfaction or waiver of the   Condition at clause 7.1(h), then immediately after such termination the   Escrow Agent must return one of the Deposit Banker's Undertakings to   the Buyer, and must deliver the other Deposit Banker’s Undertaking to   the Seller and the Seller and Buyer must do all things required on their   part to cause the Escrow Agent to do this. In the case where this Deed is   terminated due to a failure in satisfaction or waiver of the Condition at   clause 7.1(h), return of the Deposit Banker's Undertakings shall be   without prejudice to or limitation of any rights which a party may have   either at law, in equity or under statute or under this Agreement.   (g) Each of the Seller and Buyer does what is required of it to cause the   Escrow Agent to deliver or return the Deposit Banker’s Undertakings in   accordance with this clause 3.4, if it does what is required of it under the   deed entered into with the Escrow Agent to allow the Escrow Agent to   return or deliver the Deposit Banker’s Undertakings in accordance with   this clause.   (h) Where the Seller receives a Deposit Banker’s Undertaking in accordance   with this clause 3.4 then it may draw down or otherwise deal with that   undertaking in its absolute discretion.    3.5 Adjustment Amount   Any amount to be paid by the Seller to the Buyer, the Company or Jarl for   breach of warranty or under any indemnity in this Deed shall when paid be   deemed to represent a reduction to the Total Purchase Price.     





 







Corrs Chambers Westgarth          3.6 Payment of Second Instalment   The payment of the Second Instalment will be satisfied in accordance with this   clause 3.6.   (a) If Completion occurs, the two Deposit Banker's Undertakings will form   part of the Second Instalment.   (b) If Completion occurs, the Buyer must give the Second Instalment   Banker's Undertaking on the Completion Date to the Escrow Agent. If   Completion occurs, on 15 April 2014, the Escrow Agent must deliver the   Deposit Banker’s Undertakings and the Second Instalment Banker's   Undertakings to the Seller.   (c) If Completion occurs, each of the Seller and Buyer must cause the   Escrow Agent to deliver the Deposit Banker’s Undertakings and the   Second Instalment Banker’s Undertakings to the Seller in accordance   with this clause 3.6, and it will do so if it does what is required of it under   the deed entered into with the Escrow Agent to allow the Escrow Agent   to deliver the Deposit Banker’s Undertakings and the Second Instalment   Banker’s Undertaking to the Seller in accordance with this clause.   (d) If Completion occurs, on or before 15 April 2014, the Buyer must pay   $1.5 million to the Seller.   4 Appointment of the Seller Director   4.1 Right to nominate the Seller Director   On and from Subscription Completion (being the events at clause 5.3) subject   to clause 4.2, and by no later than 5 Business Days after Subscription   Completion, the Seller has the right, but not the obligation, to nominate as   director to the Board (the Seller Director),  J Thomas Wilson or such other   person as approved by the nominee Board (which approval shall not be   unreasonably withheld provided the nominee Board is satisfied such other   person is reputable and suitably qualified).     4.2 Appointment of the Seller Director   (a) The Buyer Guarantor agrees that it will, within five Business Days of   receiving a signed consent to act and executed final documentation   referred to in clause 4.4(a), appoint the Seller Director to the Board.   (b) The Seller acknowledges any Seller Director appointed under this   clause 4.2 holds office only until the next general meeting of the Buyer   Guarantor and is then eligible for re-election at that meeting.   (c) After the appointment of the Seller Director, the Buyer Guarantor must   use all reasonable endeavours to procure that the Board:   (i) ensures that the Seller Director is proposed for election as a   Director at the next general meeting of shareholders of the Buyer   Guarantor convened after the appointment; and     





 







Corrs Chambers Westgarth          (ii) subject to each Director's fiduciary duties and the Buyer Guarantor   's corporate governance policies, supports the election of the   Seller Director at the next general meeting of shareholders of the   Buyer Guarantor convened after the appointment of the Seller   Director, and at all subsequent general meetings of shareholders   of the Buyer Guarantor at which the Seller Director is due for re-   election.   4.3 Appointment of Replacement Seller Director   (a) If the Buyer Guarantor shareholders do not approve the resolution to   elect the Seller Director, the Seller may nominate a replacement director   of the Board (Replacement Seller Director) subject to the prior approval   of the nominee Board (which approval shall not be unreasonably   withheld provided the nominee Board is satisfied such person is   reputable and suitably qualified).   (b) If a Replacement Seller Director is nominated, clauses 4.2 and 4.3(a)   will apply as if the references to “Seller Director” were to “Replacement   Seller Director”.   4.4 Terms of appointment   (a) Subject to clause 4.4(b), any of the Seller Director or Replacement   Seller Director appointed in accordance with this clause 4 must be   appointed substantially on the same terms as the most recent non-   executive director appointed to the Board who signed such terms prior to   the Seller Director or Replacement Seller Director's appointment,   including terms of remuneration and the right to enter into a deed of   access and indemnity with the Buyer Guarantor on terms substantially   the same as existing deeds of access and indemnity between the Buyer   Guarantor and the Director who signed such terms most recently prior to   the Seller Director or Replacement Seller Director's appointment.    (b) The Buyer Guarantor will reimburse the Seller Director or Replacement   Seller Director, where they reside in the United States, the reasonable   costs of travelling from the United States to Australia and return and   accommodation, for:   (i) attendance at the Buyer Guarantor's Annual General Meeting; and   (ii) all other reasonable travel and accommodation costs incurred in   carrying out his or her duties as a director of the Buyer Guarantor,   subject to the Buyer Guarantor's chairperson's prior written   approval.   4.5 Cessation of Seller Director   (a) In the event the Seller or the Seller Affiliates holds in aggregate:   (i) less than 22,000,000 Consideration Shares; or    (ii) an amount of Buyer Guarantor Shares representing less than 5%   of the total Buyer Guarantor Shares on issue from time to time,     





 







Corrs Chambers Westgarth           Seller must cause the Seller Director not to seek re-election to the Board   at the next annual general meeting at which the Seller Director must   retire and not stand for re-election and clauses 4.2, 4.3 and 4.4(b) shall   not apply.   5 Consideration Shares   5.1 Issue   On the Completion Date the Buyer must pay part of the Total Purchase Price   by causing the issue by the Buyer Guarantor to the Seller of the Consideration   Shares.   5.2 Constitution   On issue of any of the Consideration Shares, the Seller agrees that it will be   bound by the constitution of the Buyer Guarantor.   5.3 Subscription Completion   At Completion, the Buyer Guarantor must:   (a) issue or procure the issue to the Seller of the Consideration Shares free   from all Encumbrances on the basis that they rank equally in all respects,   including in respect of any rights, with Buyer Guarantor Shares on issue   at the Execution Date;   (b) enter the name and address of the Seller in the register of members of   the Buyer Guarantor in respect of the Consideration Shares;   (c) give to the Seller an extract of the minutes of a meeting of the Board,   certified by the company secretary of the Buyer Guarantor as a true   extract, resolving to approve:   (i) the issue of the Consideration Shares to the Seller; and   (ii) the update of the register of Shareholders to take account of the   issue of the Consideration Shares to the Seller; and   (iii) subject to receiving a signed consent to act, the appointment of the   Seller Director to the Board with effect on and from the Completion   Date;   (d) give, at the election of the Seller, within 5 Business Days, a CHESS   holding statement or an issuer-sponsored holding statement in respect of   the Consideration Shares; and   (e) give to the Seller a draft of the notice referred to in clause 5.5.   5.4 Quotation of Shares   The Buyer Guarantor will apply to ASX for, and use all reasonable endeavours   to obtain, official quotation of the Consideration Shares within one Business   Day of the relevant allotment to the Seller.     





 







Corrs Chambers Westgarth          5.5 Cleansing notice   The Buyer Guarantor must provide a notice given under section 708A(5)(e)(i)   of the Corporations Act which complies with the requirements of section   708A(6) of the Corporations Act to ASX within one Business Day of the date   the Consideration Shares are issued to the Seller and such notice must confirm   that the Buyer Guarantor has not withheld any excluded information for the   purposes of section 708A(6)(e).   6 Apportionment of Expenditure and Costs    6.1 The Basic Principle   The parties acknowledge and agree that:   (a) All Income of the Company and Jarl relating to the period prior to and   including the Completion Date shall be received by or be for the benefit   of the Seller and all Outgoings of the Company and Jarl (except for those   relating to the Dingo Field Costs) relating to the period prior to and   including the Completion Date shall be met by the Seller.    (b) All Income of the Company and Jarl relating to the period on and from   the Effective Date shall be received by or be for the benefit of the Buyer   and all Outgoings of the Company and Jarl relating to the period on and   from the Effective Date shall be met by the Buyer.    6.2 Related Party Debts and Receivables   (a) All Related Party Receivables and Related Party Debts  arising on or   before the Completion Date shall be offset, forgiven or cancelled  on or   before the Completion Date.    (b) The parties shall have no claim against each other for any such actions.   (c) After Completion, the Buyer and the Buyer Guarantor must ensure that   the Company does not at any time seek to claim or recover any Related   Party Receivable. Each of the Buyer and the Buyer Guarantor   indemnifies the Seller against any such claims and liability.    (d) After Completion, the Seller must not at any time seek to claim or   recover any Related Party Debt. The Seller indemnifies the Buyer   against any such claims and liability.    (e) Notwithstanding any other provision of this Deed , on or before   Completion the Company, Jarl and the Seller or relevant Seller Affiliate   may set-off the aggregate of the Related Party Receivables against the   aggregate of the Related Party Debts and if after that set-off, there is a   positive balance in favour of the Company or Jarl as the case may be   (Remainder After Set-off Amount) then the Seller or relevant Seller   Affiliate and the Company or Jarl may set-off against the Remainder   After Set-off Amount the amount of the Clear Exit Payment which the   Company or Jarl must pay to the head company of the Seller   Consolidated Group under clause 23.3(b).      





 







Corrs Chambers Westgarth          (f) The MPA Royalty Interests shall be cancelled on or before Completion   but the Buyer acknowledges and agrees that the Company and Jarl shall   remain liable for and must continue to pay the Non-MPA Royalty   Interests on and from Completion.   6.3 Payment of the Dingo Field Costs   The Dingo Field Costs component of the Total Purchase Price must be paid by   the Buyer to the Seller, within ten Business Days after the acceptance of the   Dingo Field Completion Accounts prepared in accordance with schedule 3.   6.4 Outgoings and Income Reconciliation    (a) Within 2 months after the Completion Date the Buyer and Seller must   each prepare in Good Faith, but only to the extent of the Business   Records and supporting material which they respectively hold or control   after Completion, and submit to the other party, separate statements   (Reconciliations) with all relevant supporting material showing   (including third party invoices and proof of payment):   (i) Outgoings relating to the period on and from the Effective Date   which were already paid before the Effective Date (Buyer   Outgoings);   (ii) Outgoings relating to the period prior to and including the   Completion Date which remain unpaid on the Effective Date   (Seller Outgoings);    (iii) Income which relates to the period prior to and including the   Completion Date but not paid on the Effective Date (Seller   Income); and    (iv) Income which relates to the period on and from the Effective Date   which:    (A)  was already paid to the Seller or Seller Affiliates before   the Effective Date; or    (B)  is received by the Seller or Seller Affiliates on and from   the Effective Date (Buyer Income).   (b) After receipt of a Reconciliation by a party (Receiving Party), the party   giving the Reconciliation (Providing Party) must give all access   reasonably requested by the Receiving Party to the Business Records   and working papers including relevant third party invoices or payment   directions which the Providing Party has or controls, to enable the   Receiving Party and its representatives to review and confirm the   Reconciliation given by the Providing Party.   (c) The Buyer and Seller must within 15 Business Days of receiving the   respective Reconciliations give notice to the other party either that it   agrees with the Reconciliation or that it does not agree with the   Reconciliation indicating where it does not agree.     





 







Corrs Chambers Westgarth          (d) If a party makes no response within the said 15 Business Days then it is   deemed to have accepted the Reconciliation.   (e) If a party raises objections to a Reconciliation then schedule 3 clauses   4.2, 4.3, 4.4 and 4.5 and schedule 5 will apply with all necessary   changes as if the party in giving written notice of objections to the   Reconciliation had given a Dispute Notice.   (f) The combined effect of each of the Reconciliations as agreed or   determined in accordance with this clause (Combined Reconciliation)   shall be used to determine the Buyer Outgoings, Seller Outgoings, Seller   Income and Buyer Income    (g) If the Combined Reconciliation indicates that the amount of the   aggregate of the Buyer Outgoings and Seller Income exceeds the   aggregate of the Seller Outgoings and Buyer Income, then the Buyer   must pay the amount of that excess to the Seller.    (h) If the Combined Reconciliation indicates that the amount of the   aggregate of the Seller Outgoings and Buyer Income exceeds the   aggregate of the Buyer Outgoings and the Seller Income, then the Seller   must pay the amount of that excess to the Buyer.   (i) Any amount payable in accordance with this clause must be paid by the   relevant party within 10 Business Days after the acceptance of the   Combined Reconciliation either by agreement by the Seller and Buyer or   through a determination under schedule 5.   6.5 Unreconciled Outgoings or Income   (a) The parties acknowledge that not all Income and Outgoings may be   identified and reconciled during the reconciliation process described in   clause 6.4 (Unreconciled Outgoings or Income).    (b) If either the Buyer or Seller becomes aware of any such Unreconciled   Outgoings or Income, the reconciliation process described in clause 6.4   shall be conducted again in respect of Unreconciled Outgoings or   Income whenever the aggregate amount of the Unreconciled Outgoings   or Income exceeds $10,000.    7 Conditions to Completion   7.1 Conditions   The obligations of the parties at Completion are subject to, and conditional   upon the following conditions:   (a) (Key Third Party Consents):  receipt in writing of the consent of each   of:   (i)  Power and Water Corporation ABN 15 947 352 360 (PWC) under   the Dingo GSA to the change in control of the Company on terms     





 







Corrs Chambers Westgarth          acceptable to the Buyer and Seller (each acting reasonably) (PWC   Consent);    (ii) APT Pipelines (NT) Pty Limited ACN 075 733 336 (APT) under the   Parking Agreement to the change in control of the Company on   terms acceptable to the Buyer and Seller (each acting reasonably)   (APT Consent); and   (iii) Santos QNT Pty Ltd and Santos Limited to the assignment of the   Santos Bonus Payment Rights from the Company to the Seller   under clause 23.11 of the Santos Agreement on terms acceptable   to the Seller and the Buyer (both acting reasonably) (the Santos   Consent);    (b) (Buyer Warranties):  the Buyer Warranties being true in all material   respects as at Completion;    (c) (Seller Warranties): the Seller Warranties being true in all material   respects as at Completion;    (d) (Material Adverse Change affecting Company) after the Execution   Date and on or before the Completion Date none of the following events   has occurred:   (i) either of the Petroleum Tenements has been cancelled, forfeited or   surrendered and no replacement permit or tenement granted;   (ii)  the Santos GSA has been terminated; or   (iii)  the Dingo GSA has been terminated.   (e) (Material Adverse Change affecting Buyer Guarantor): after the   Execution Date and on or before the Completion Date none of the   following events has occurred:   (i) any of the Central Petroleum Tenements has been cancelled,   forfeited or surrendered and no replacement permit or tenement   granted;   (ii) damage or loss to property which has a significant effect on the   financial position of the Buyer Guarantor; or   (iii) an event affecting the Buyer Guarantor or a Buyer Group   Company, which in the reasonable opinion of the Seller would   have a material adverse effect on any of the financial position of   the Buyer Guarantor or the VWAP.    (f) (Lohengrin): that the Company transfer all of its shares in Lohengrin Pty   Ltd ACN 010 574 259 to a Seller Affiliate, other than Jarl, and provide   reasonably satisfactory evidence of the transfer to the Buyer.   (g) (Royalty Termination): that the Company, Jarl and the Seller (as   applicable) execute the Royalty Termination Deeds.   (h) (Financing) that no event beyond the Buyer or the Buyer Guarantor's   reasonable control has occurred that would prevent Macquarie from     





 







Corrs Chambers Westgarth          providing the Funds to the Buyer. The Buyer and Buyer Guarantor   acknowledge that they will do all things reasonably required to cause   Macquarie to provide the Funds to the Buyer. A failure of a condition for   provision of the Funds which condition is within the reasonable control of   the Buyer or the Buyer Guarantor to satisfy shall not be an event beyond   the Buyer or Buyer Guarantor’s reasonable control for the purposes of   this subclause (h).   (i) (Employee Entitlements) the Seller and Buyer Guarantor have   negotiated in good faith and entered into a written agreement for the   satisfaction and allocation between them of the Employee Entitlements.   The amount which may be agreed shall be deemed to be an adjustment   to the Base Purchase Price.   (j) (Exit from Seller Consolidated Group) that the following have   occurred:   (i) the Company and Jarl pays the relevant Clear Exit Payment to the   head company of the Seller Consolidated Group as required by   clause 23.3(b)(i);    (ii) the Company, Jarl and each other party to the Tax Sharing   Agreement and Tax Funding Agreement executes and delivers to   the Company and Jarl a Deed of Release of all its obligations   under the Tax Sharing Agreement and Tax Funding Agreement in   form and substance reasonably acceptable to the Buyer as   required by clause 23.3(b)(ii); and   (iii) the Seller has provided evidence satisfactory to the Buyer that the   Tax Sharing Agreement has been amended to deal with any   changes to the definition of the tax related liabilities in s 721-10(2)   of the ITAA 1997 and in particular to deal with the liabilities in   respect of items 3, 32 and 70 of the table in s 721-10(2) of the   ITAA 1997 and with the separate liability which exists for any   amended assessment as required by clause 23.3(b)(iii).   7.2  Obligations of parties in relation to Conditions   (a) Excluding waivers, the Buyer and the Seller must each use reasonable   endeavours to ensure that the Condition in clause 7.1(a) is satisfied as   soon as practicable after the Execution Date. Further if required to obtain   a consent the Buyer must cause to be provided an appropriate third party   guarantee of the obligations of the Company under the relevant contract   where the Seller or a Seller Affiliate has currently provided such a third   party guarantee on substantially the same terms.   (b) Excluding waivers, the Buyer and the Seller must each co-operate with   each other and comply with all reasonable requests by the other for the   purposes of procuring the satisfaction of any Condition and must not take   any action which will hinder or prevent the satisfaction of any Condition.     





 







Corrs Chambers Westgarth          7.3 Notice   Each party agrees to:   (a) notify the other parties as soon as they become aware that a Condition   has been satisfied, or has, or is likely to become, incapable of being   satisfied; and   (b) provide to the other parties as soon as practicable any documents or   other reasonable evidence that evidences the satisfaction of the   Condition, or that the Condition is incapable of being satisfied.   7.4 Waiver   (a) The Conditions in clause 7.1(a)(i), clause 7.1(a)(ii) and clause 7.1(i):   (i) are for the benefit of both the Buyer and the Seller; and   (ii) may only be waived by both:   (A) the Buyer giving notice in writing to the Seller; and   (B) the Seller giving notice in writing to the Buyer.   (b) The Condition in clause 7.1(a)(iii) is for the sole benefit of the Seller and   may be waived by the Seller giving notice in writing to the Buyer.   (c) The Condition in clause 7.1(b) is for the sole benefit of the Seller and   may be waived by the Seller giving notice in writing to the Buyer but any   such waiver shall be without prejudice to the Seller’s rights to damage or   to be indemnified for loss from a breach of the Buyer Warranties.   (d) The Condition in clause 7.1(c) is for the sole benefit of the Buyer and   may be waived by the Buyer giving notice in writing to the Seller but any   such waiver shall be without prejudice to the Seller’s rights to damage or   to be indemnified for loss from a breach of the Buyer Warranties.   (e) The Condition in clause 7.1(d) is for the sole benefit of the Buyer and   may be waived by the Buyer giving notice in writing to the Seller.   (f) The Condition in clause 7.1(e) is for the sole benefit of the Seller and   may be waived by the Seller giving notice in writing to the Buyer.    (g) The Conditions in clauses 7.1(f), 7.1(g), 7.1(h)  and 7.1(j) are for the   sole benefit of the Buyer and may be waived by the Buyer giving notice   in writing to the Seller.   8 Conduct of the Business until Completion   8.1 Conduct   Subject to clause 8.2, until Completion, the Seller must ensure that:   (a) the Company and Jarl manage and conduct the Business:   (i) as a going concern; and     





 







Corrs Chambers Westgarth          (ii) in the ordinary course having regard to the nature of the Business   and the Company and Jarl's usual practice;   (b) the Company and Jarl do not, and  agree not to do, any of the following   except in the ordinary course of ordinary Business or except as   expressly permitted under this Deed:   (i) issue, allot or grant any securities or rights to receive securities;   (ii) buy back, redeem or otherwise reduce or return any of its share   capital or other securities, or make any offer to do so;   (iii) declare or pay a dividend, or make any other distribution of its   profits;   (iv) amend its constitution;   (v) dispose of, create any Encumbrance (other than a Permitted   Encumbrance) over, grant an option over or declare itself trustee of   any of its assets or undertaking;    (vi) enter into any joint venture or partnership;   (vii) terminate or alter any material term of, or do or omit to do anything   which might result in the termination or alteration of any material   term of, any contract, arrangement or commitment referred to in   clause 8.1(b)(xi);   (viii) institute, settle or compromise any Claim by or against it;   (ix) enter into any guarantee or indemnity on behalf of any person or   provide security for the obligations of any person;    (x) pass any member resolution;    (xi) enter into any contracts, arrangements or commitments; and   (xii) incur any indebtedness or liability other than to trade creditors in   the ordinary course having regard to the nature of the Business   and the Company’s usual practice;   (c) it, the Company and Jarl do not, and do not agree to do, any of the   following, without the Buyer's prior written consent:   (i) employ a new Employee, or terminate the employment of an   Employee;    (ii) alter the terms of employment or superannuation of, or any other   benefits of, or payable to, any Employee; and   (iii) create or increase any entitlement for any Employee to receive a   benefit, bonus or other payment in addition to their annual   remuneration;   (d) the Company and Jarl do not do or permit, or agree to do or permit,   anything which would or may constitute a breach of a Seller Warranty;   and     





 







Corrs Chambers Westgarth          (e) the Seller, Company and Jarl promptly notifies the Buyer of any   abnormal or unusual events with respect to the Business or the   occurrence of any event outside the ordinary course of business.   8.2 Permitted acts   (a) The Seller and the Company may do all things necessary to effect the   offset, forgiveness or cancellation of the Related Party Receivables and   Related Party Debts in accordance with clause 6.2.   (b) Nothing in clause 8.1 restricts the Seller or the Company from doing   anything:   (i) that is expressly permitted in this Deed;   (ii) to reasonably and prudently respond to an emergency or disaster   (including a situation giving rise to a risk of personal injury or   damage to property);   (iii) that is necessary to meet its legal or contractual obligations; or   (iv) that is approved by the Buyer in writing, such approval not to be   unreasonably withheld or delayed.   9 Dingo Contracts   9.1 Dingo Contracts   (a) On  the Completion Date the Seller must, and must cause all relevant   Seller Affiliates to, assign to the Company with effect on and from the   Effective Date and the Company assumes, with effect on and from the   Effective Date, all the rights and liabilities of the Seller and the relevant   Seller Affiliate under the Dingo Contracts.   (b) The Buyer shall indemnify and keep indemnified the Seller and the   relevant Seller Affiliate against any liability arising under the Dingo   Contracts on and from the Effective Date.   10 Guarantees   10.1 Bank Guarantees   (a) The Buyer must on Completion cause the return to the issuing bank of   each Bank Guarantee by providing to the beneficiary at the Buyer’s cost   a replacement bank guarantee for the same face value and on the same   terms or a cash deposit in the amount of the face value of the Bank   Guarantee.    (b) If not effected on Completion, the Buyer must use, and must ensure that   the Company uses, all reasonable endeavours to arrange the return of   each Bank Guarantee to its issuing bank  as soon as practicable after   Completion by offering to provide to the holder of the Bank Guarantee a   replacement bank guarantee with a face value equal to the face value of     





 







Corrs Chambers Westgarth          the Bank Guarantee and on terms and conditions which are materially   the same as the Bank Guarantee.   11 Notifications before Completion   11.1 Notifications by the Buyer   The Buyer must give written notice to the Seller at least five Business Days   before Completion of:   (a) the names of each person that the Buyer requires to be appointed as a   director, secretary or public officer of the Company and Jarl at   Completion;   (b) the address of any new registered office that the Buyer requires the   Company and Jarl to adopt at Completion, together with any necessary   consent signed by the occupier of the new registered office (in a form   reasonably acceptable to the Seller);   (c) the name of the person or firm that the Buyer requires to act as auditor of   the Company and Jarl from Completion, together with a consent signed   by the auditor in accordance with the Corporations Act (in a form   reasonably acceptable to the Seller);   (d) any proposed changes to the signatories of any bank account   maintained by the Company and Jarl, together with specimen signatures   of the new signatories; and   (e) any existing powers of attorney granted by the Company and Jarl which   the Buyer does not require to be revoked at Completion.    11.2 Notifications by the Seller   The Seller must give written notice to the Buyer at least five Business Days   before Completion of:   (a) all Third Party Debts which will be owed by the Company and Jarl at   Completion, including:   (i) the total amount of those debts;   (ii) details of each such debt, including:   (A) the creditor to whom the debt is owed; and   (B) the amount owed to them;   (b) all Related Party Debts which will be cancelled, discharged or forgiven    on or before Completion, including:   (i) the total amount of all such Related Party Debts; and   (ii) details of each such Related Party Debt, including:   (A) each creditor to whom the  Related Party Debt is owed; and   (B) the amount owed to them.     





 







Corrs Chambers Westgarth          (c) all Related Party Receivables which will be cancelled, discharged or   forgiven by the Company or Jarl  on or before  Completion, including:   (i) details of each debtor who owes a  Related Party Receivable and   the amount owed by them;   (ii) the total amount of all  Related Party Receivables; and   (d) any payment directions under clause 24.1 or nominations under   clause 24.2(a) in relation to the Base Purchase Price.   12 Business Equipment Leases and Business Property   Leases   12.1 Consents   Prior to Completion the Seller and the Buyer Guarantor must use their   respective reasonable endeavours to obtain the consent of each   lessor/landlord under each:   (a) Business Equipment Lease; and   (b) Business Property Lease,   to the assignment by the Seller or the relevant Seller Affiliate to the Buyer   Guarantor, and the assumption by the Buyer Guarantor from the Seller or the   relevant Seller Affiliate, of the Business Equipment Leases and the Business   Property Leases, on the basis that the Seller or the relevant Seller Affiliate   obtains a full discharge of all liabilities and release of all obligations under   those Leases, arising on or after the Effective Date.    12.2 Right of use or occupation pending assignment   (a) If any Business Equipment Lease or Business Property Lease is not   assigned to the Buyer Guarantor at Completion, the Seller must, or must   procure the relevant Seller Affiliate to, to the extent it lawfully can:   (i) allow the Buyer Guarantor to use or occupy the property the   subject of the Business Equipment Lease or Business Property   Lease as licensee from Completion until the assignment is   effective;  and   (ii) take any action reasonably necessary to ensure that the Business   Equipment Lease or Business Property Lease is assigned as soon   as reasonably practicable after Completion.   (b) If any Business Equipment Lease or Business Property Lease is not   assumed by the Buyer Guarantor at Completion, the Buyer Guarantor   must on and from Completion:   (i) assume, discharge and perform at its expense all the obligations of   the Seller or the relevant Seller Affiliate under that Business   Equipment Lease or Business Property Lease; and     





 







Corrs Chambers Westgarth          (ii) indemnify and keep indemnified the Seller or the relevant Seller   Affiliate against the amount of any cost, expense, loss, liability or   damage whatsoever and howsoever (whether directly or indirectly   and whether or not foreseeable) suffered or incurred by the Seller   or the relevant Seller Affiliate, and any liability whatsoever in   respect of any action, claim or proceeding brought, or threatened   to be brought, (including all costs and expenses which the Seller or   the relevant Seller Affiliate may suffer or incur in disputing any   such action, claim or proceeding) against the Seller or the relevant   Seller Affiliate in connection with, in relation to, or in respect of, the   performance of the Business Equipment Lease or the Business   Property Lease on and from the Effective Date.   (c) The Buyer Guarantor must do all things necessary to cause the   surrender or release of any bank guarantee provided as security for the   Seller’s or the relevant Seller Affiliate's obligations under the Business   Property Lease, including by providing to the lessor of the Business   Leasehold Property a replacement bank guarantee.    13 Employees   13.1 Further assistance   Notwithstanding the provisions contained in clauses 20.1 and 20.2:   (a) the Buyer Guarantor must ensure that the services of the employees    who were employed in management or administration of the Company or   the Seller and are employed in management or administration of the   Buyer Guarantor, are made available on request of the Seller and at no   charge to the Seller, during the period from Completion up to 31 August,   2014, to provide reasonable assistance to the Seller in preparing its   records, filings and financial reports and returns;    (b) the Seller must ensure that the services of the employees who remain in   the employment of the Seller, are made available on request of the   Buyer Guarantor and at no charge to the Buyer Guarantor, during the   period from Completion up to 31 August, 2014, to provide reasonable   assistance to the Buyer in conducting the Business (including the   development of Dingo Field) and implementing this Deed; and   (c) after 31 August, 2014, the Seller and the Buyer Guarantor may request   such assistance from the Buyer Guarantor or Seller, as the case may be,   at a reasonable cost and the party being requested to provide such   assistance must not unreasonably refuse to provide that assistance.      





 







Corrs Chambers Westgarth          14 Seller Contracts   14.1 Buyer Guarantor entitled to benefit of Seller Contracts   As from the Effective Date, the Buyer Guarantor is beneficially entitled to the   benefit of the Seller Contracts.    14.2 Novation or assignment of the Contracts   The Seller and the Seller Affiliates must use reasonable endeavours to obtain   the consent of the other parties to the Seller Contracts (where consent is   required) to the novation or assignment of those Seller Contracts to the Buyer   Guarantor.   14.3 Contracts that are not novated or assigned   If, and to the extent that any of the Seller Contracts (or parts thereof) are not,   or are unable to be, novated or assigned to the Buyer Guarantor at Completion   with effect on and from the Effective Date (the Retained Seller Contracts), the   Seller and the Buyer Guarantor agree, without limiting clause 14.1, that:   (a) the Seller and Seller Affiliates will hold all of their right, title and interest   in the Retained Seller Contracts on trust for the benefit of the Buyer   Guarantor;   (b) the Seller and Seller Affiliates must, within five Business Days after   receipt, pay to the Buyer Guarantor any amount, or account to the Buyer   Guarantor, for the value of any other benefit they receive on and from the   Effective Date in respect of any Retained Seller Contract;   (c) the Seller and Seller Affiliates must cooperate in any reasonable and   lawful arrangement designed to provide those benefits and rights under   the Retained Seller Contracts to the Buyer Guarantor, including following   any directions given by the Buyer Guarantor and seeking directions   where no, or insufficient, directions have been given by the Buyer   Guarantor in relation to such benefits and rights; and   (d) the Seller and Seller Affiliates must in the absence of any directions in   relation to any matters arising in respect to the rights or benefits of such   Retained Seller Contracts, act in a manner as they reasonably considers   to be most beneficial to the Buyer Guarantor's interests.   14.4 Assumption of responsibility for Retained Seller Contracts and   assigned Seller Contracts   The Buyer Guarantor must assume on and from the Completion Date, on   behalf of the Seller or Seller Affiliates, responsibility for the performance of, and   perform and comply with the terms of, the Retained Seller Contracts and any   Seller Contracts assigned to the Buyer Guarantor but at the risk and expense   of the Buyer Guarantor.   14.5 Buyer Guarantor's indemnity   The Buyer Guarantor indemnifies the Seller and Seller Affiliates against any   liability incurred by the Seller or Seller Affiliates:     





 







Corrs Chambers Westgarth          (a) in relation to clause 14.3 except where the Seller or Seller Affiliates fail   to comply with their obligations under clause 14.3; and   (b) in relation to any breach of or failure to fulfil or comply with the terms of   the Seller Contracts by the Buyer Guarantor on and from the Effective   Date.   14.6 Seller or Seller Affiliate's indemnity   The Seller and Seller Affiliates indemnify the Buyer Guarantor against any   liability incurred by the Buyer Guarantor:   (a) as a result of any failure of the Seller or Seller Affiliates to comply with   their obligations under clause 14.3; and   (b) in relation to any breach of or failure to fulfil or comply with the terms of   the Seller Contracts by the Seller or Seller Affiliates before, up to and   including the Completion Date.   15 Alice Springs land   15.1 Agreement to sell   The Seller agrees to transfer to the Buyer Guarantor and the Buyer Guarantor   agrees to take a transfer of the Alice Springs Property free of Encumbrances   other than the Permitted Encumbrances with effect on and from the Effective   Date.   16 Santos Bonus Payment Rights   16.1 Assignment   (a) The Seller and the Company agree to do all things reasonably within   their power to obtain the Santos Consent before Completion.    (b) If the Santos Consent is obtained before Completion, then the Seller will   do all things reasonably within their power to cause the Santos Bonus   Payment Rights to be assigned from the Company to the Seller on or   before Completion. The Buyer acknowledges that the Santos Bonus   Payment Rights are (to the extent permitted by law) the property of the   Seller on and from Completion.   (c) If the Santos Consent is not obtained before Completion, then:   (i) the Company will do all things reasonably within its power to obtain   the Santos Consent after Completion; and    (ii) the Seller agrees to do all things reasonably within its power to   continue to assist the Company to obtain the Santos Consent after   Completion.   (d) If the Santos Consent is obtained after Completion, the Seller and the   Company will do all things reasonably necessary to effect and complete     





 







Corrs Chambers Westgarth          the assignment of the Santos Bonus Payment Rights from the Company   to the Seller as soon as practicable after the Santos Consent is obtained.   (e) If the Company receives any Santos Bonus Payments after Completion:   (i)  the Company shall as soon as practicable after receipt of such   payment, transfer the payment to the Seller (or its nominee) and   the Buyer must ensure this occurs;   (ii) upon request by the Seller, and subject to not breaching any   confidentiality obligations, the Company shall provide to the Seller   all information relating to the Santos Bonus Payment provided to   the Company under clause 11 of the Santos Agreement; and   (iii) subject to the Seller indemnifying the Company against any liability   the Company incurs in doing so, if requested by the Seller, the   Buyer must cause the Company to exercise and enforce any rights   the Company has under the Santos Agreement to challenge or   determine the amount or enforce the liability to pay the Santos   Bonus Payment.  Any such action shall be conducted by the Seller   at its cost in the name of the Company, subject to full disclosure   and in full consultation with the Buyer.   (f) The obligations under clauses 16.1(e) shall continue to apply until the   Santos Consent is obtained.   (g) If the Buyer transfers all the Company Shares to a third party then it must   obtain from the transferee a covenant in favour of the Seller to be bound   by and perform the obligations of the Buyer under this clause 16.     (h) The Buyer and Seller acknowledge and agree that the relationship   among them in arising out of or in connection with this clause 16 shall be   contractual only and shall not be construed as creating a partnership or   other recognised association.   17 Santos Bonus Payment and Gas Price Bonus Tax   Indemnity and Payment   17.1 Risk, indemnity and payment    Subject to Schedule 7 (2.7), the Seller shall:   (a) bear the entire cost and liability of:   (i) the assignment of the Santos Bonus Payment Rights to the Seller ;   (ii) exercising any rights in respect of the Santos Bonus Payment   Rights; and   (iii) the Seller’s rights and interest in the Santos Bonus Payment   Rights;      





 







Corrs Chambers Westgarth          (b) indemnify and agrees to keep indemnified the Buyer, the Buyer   Guarantor and the Company and their respective directors, officers,   employees and agents from and against:   (i) any Liabilities incurred incident to such rights being exercised or   rights and interest in the Santos Bonus Payment Rights; and   (ii) any Taxes (excluding any Taxes the subject of clause 17.1(c)   which are paid to the Buyer) incurred on or in relation to:   (A) the receipt or transfer of the Santos Bonus Payment;   (B) any transaction, arrangement or event that occurs under or   as contemplated by clause 16 or any instrument evidencing   or effecting the transactions, arrangements or events under   or as contemplated by under clause 16.1, which includes   without limitation any GST and Duty (including any fine,   interest or penalty); or   (C) the receipt or payment of the Gas Price Bonus; and   (c) if the Buyer or the Company (or in the event that the Buyer or Company   is a member of a Consolidated Group: the 'head company' within the   meaning given in section 995-1 of the ITAA 1997 of that Consolidated   Group of that Consolidated Group):   (i) as a consequence of receipts, payments, transactions or events   that occur in accordance with or as contemplated by clause 16:    (A) incurs a Tax Liability (including any interest or penalty); and /   or    (B) suffers a loss or reduction in Tax Relief, and / or   (ii) does not obtain an immediate tax deduction or deduction over time   for all Gas Price Bonus payments made,   pay an amount to the Buyer which the Buyer determines (acting   reasonably) will leave the Buyer and the Company (or in the event that   the Buyer or Company is a member of a Consolidated Group: the 'head   company' within the meaning given in section 995-1 of the ITAA 1997 of   that Consolidated Group) in the same after-Tax position after:   (iii) that payment; and    (iv) any Tax on the payment received under this clause 17.1(c),   as it would have been if the receipts, payments, transactions or events   under clause 16 had not occurred and it had received an immediate tax   deduction for all Gas Price Bonus payments made.   17.2 Set-off   The Buyer may set off any amount paid or payable under this clause 17 to it or   the Company or any member of a Consolidated Group of which it is a member,     





 







Corrs Chambers Westgarth          against any amount payable to the Seller under any provision of this   Agreement.   17.3 Tax Relief   Tax Relief referred in this clause 17 includes any deduction, current or prior   year loss, allowance under Tax Law or amount that is included in the cost of an   asset under Tax Law.   17.4 Buyer and Seller’s intent as to the Santos Bonus Payment   The Buyer and Seller acknowledge and agree it is their intent and desire that   the Company and any member of a consolidated group of which it is a member   be kept whole and not be disadvantaged, suffer detriment or be negatively   affected by the receipt and transfer of the Santos Bonus Payment to the Seller   (or its nominee), as if the Santos Bonus Payment did not occur.   18     Completion   18.1 Date, time and place   (a) Subject to satisfaction or waiver of the Conditions, Completion must take   place on or before the Completion Date.   (b) Completion must take place at the offices of the Seller in Brisbane,   Queensland commencing at 11.00am.   (c) The Buyer and the Seller may agree in writing a different date, time and   place for Completion.   (d) Completion will be deemed to occur at 12.01am on the Completion Date.   18.2 Obligations at Completion   Each party must do the things required of them under, and in accordance with,   schedule 6.    18.3 Interdependence of obligations   (a) The obligations of the parties in respect of Completion will be   interdependent.   (b) All actions at Completion under this Deed will be deemed to take place   simultaneously and no delivery or payment under this Deed at   Completion will be deemed to have been made, and Completion will not   be taken to have occurred, until all such deliveries and payments under   this Deed have been made.   (c) If any action which is required to occur at Completion does not occur at   Completion then:   (i) there is no obligation on any party to take any other such actions;   and   (ii) to the extent that any such actions have already occurred, the   parties must do everything reasonably required to reverse those   actions, including returning any delivery or payment,     





 







Corrs Chambers Westgarth          in each case without prejudice to any other rights that any party may   have in respect the action not having occurred.   18.4 Title and risk   Ownership of, and risk in, the Sale Shares passes to the Buyer on Completion.   19 Power of attorney   19.1 Appointment   The Seller appoints the Buyer to be its attorney from Completion until the Sale   Shares are registered in the name of the Buyer (for the purposes of this clause   only, the Term) with authority to do those acts and things specified in   clause 19.2.   19.2 Powers   The Buyer may do in the name of the Seller and on their behalf everything   necessary or expedient in the Buyer’s sole discretion to:   (a) transfer the Sale Shares to the Buyer;   (b) exercise any rights, including rights to appoint a proxy or representative   and voting rights, attaching to the Sale Shares;   (c) exercise all powers of a registered holder of the Sale Shares;   (d) receive any dividend or other entitlement (other than the Permitted   Dividend) paid or credited to the Seller after Completion in respect of the   Sale Shares; and   (e) do any other act or thing in respect of the Sale Shares.   19.3 Ratification   The Seller declares that all acts and things done by the Buyer in exercising   powers under this power of attorney will be as good and valid as if they had   been done by the Seller and agrees to ratify and confirm whatever the Buyer   does in exercising powers in accordance with this power of attorney.   19.4 Consideration   The Seller declares that this power of attorney in favour of the Buyer is given   for valuable consideration and is irrevocable for the Term.   20 Obligations after Completion   20.1 Access to the Business Records by the Seller   (a) After Completion, for the period required by law (or if there is no such   period then for a period of seven years from Completion), the Buyer   must, and must ensure that the Company and Jarl:   (i) keep all of the Business Records in existence at Completion which   are in the possession or control of the Buyer, the Company or Jarl     





 







Corrs Chambers Westgarth          after Completion (whether on computer or otherwise held by them   or on their behalf); and   (ii) subject to clause 13.1, makes available to the Seller, upon   reasonable notice and at the cost of the Seller, any Business   Records that are reasonably required by the Seller.     (b) The Buyer, the Company and Jarl are not required to comply with   clause 20.1(a)(ii) if doing so is reasonably likely to result in loss of client   legal privilege or other legal privilege attaching to the relevant Business   Records.   20.2 Access to records by the Buyer, the Company and Jarl   (a) After Completion, for the period required by law (or if there is no such   period then for a period of seven years from Completion), the Seller   must, and must ensure that any Related Body Corporate of the Seller:   (i) keeps all documents and records relating to the Company and Jarl   remaining in its possession or control after Completion (whether on   computer or otherwise held by it or on its behalf);    (ii) keeps all documents and records relevant to Tax affairs of the   Company and Jarl, in its possession or control after Completion   (whether on computer or otherwise held by it or on its behalf);   (iii) subject to clause 13.1, makes available to the Buyer, to the   Company and Jarl, upon reasonable notice and at the cost of the   Buyer, any such documents or records that are reasonably   required by the Buyer, the Company or Jarl; and   (iv) subject to clause 13.1, provides the Company or Jarl with such   other information, co-operation and assistance, including access to   source documents, witnesses and other evidence (if required) as   the Company or Jarl shall reasonably require to establish any facts   which are necessary or relevant to  the Tax affairs of the Company   or Jarl, or of any consolidated group of which the Company or Jarl   forms a part after Completion.   (b) The Seller is not required to comply with clause 20.2(a)(iii) if doing so   may, in the reasonable opinion of the Seller, result in loss of client legal   privilege or other legal privilege attaching to the relevant documents or   records.   20.3 Wrong Pockets   If after Completion, any contract, right, property or asset which was required    by the Company to conduct the Business as at the Execution Date is found to   be the property of the Seller or a Seller Affiliate (Used Asset), then:   (a) if the Used Asset is used exclusively to conduct the Business, the Seller   must transfer, or cause the transfer of, at no cost, the Used Asset (and   any related liability) as soon as practicable to the Company; and     





 







Corrs Chambers Westgarth          (b) if the Used Asset is used both in the Business and in the business of the   Seller or the Seller Affiliate, as the case may be, then the Seller must   take all reasonable steps to make the Used Asset available, or procure   that the Used Asset is made available, at Buyer’s cost where the Used   Asset is owned by or leased from a third party, for use and licence by the   Company.    21 Seller Group names   21.1 Change of Company Names   On or before Completion, the Seller must ensure that the Company resolves to   change its name to such name nominated by the Buyer to the Seller so that it   does not include the Seller Group Names, or words which are substantially   identical, or deceptively similar, to the Seller Group Names, with effect from   Completion.   22 Warranties   22.1 Seller Warranties   (a) The Seller gives certain warranties in favour of the Buyer in accordance   with the provisions of schedules 7 and 8.    (b) However the Seller does not give and does not make any representation,   warranty, undertaking, promise, statement, forecast, estimate or   projection and does not provide any advice whatsoever concerning:   (i) any of the reserves or resources of gas or other hydrocarbons   existing, future or contingent within  the Petroleum Tenements or   as to their prospectivity or production potential;   (ii) the availability of infrastructure at the Dingo Field or Palm Valley   Field;    (iii) any economic, fiscal or other interpretations or evaluations by the   Seller or the Company or any person acting on behalf of or   associated with the Seller or the Company or any other person;    (iv) future matters, including future or forecast costs, prices, revenues   or profits (including in relation to reserves and resources and sales   of gas);    (v) the principles to be applied by the ACCC or any other Government   Agency with respect to the regulation of the petroleum industry or   any part of any of it with respect to infrastructure and, in particular,   matters affecting revenue, prices, charges and service levels;   (vi) the regulation (including any act or omission by the ACCC or any   other Government Agency) of the petroleum industry and of   access to infrastructure and of other industries (and the     





 







Corrs Chambers Westgarth          relationship of such other industry regulation to the regulation of   the petroleum industry);   (vii) any matter in connection with the determination of any registered   native title claim or future native title claim, or the consequences of   such a determination being made by consent or otherwise, or any   matter in connection with a determination of heritage or sacred   sites (or the determination of such sites) under any legislation or   otherwise;    (viii)  the likelihood of renewal of Retention Licence 2 (Dingo Field)   which expires early in 2014;   (ix) the ability to obtain and likelihood of obtaining a production licence   in respect of the Dingo Field;   (x) the requirements for and costs of implementing all matters   including, without limitation, the construction of infrastructure and   plant and equipment, necessary to enable gas to be supplied   under the Dingo GSA; or   (xi) the state or condition of the Plant and Equipment and its adequacy   to perform the tasks for which it was designed or used.   (c) The Buyer accepts all risk and must make its own enquiries and satisfy   itself as to the matters referred to in clause 22.1(b).    (d) All  warranties other than those set out in schedule 8, whether implied   by law or statute, and which would otherwise apply to either the Seller or   Seller Guarantor are to the extent permitted by law, excluded.   (e) The Buyer acknowledges and agrees that it has competently and   diligently carried out all relevant investigations and has examined,   acquainted itself and is fully aware of:   (i) the contents and sufficiency of the Disclosure Material including   the liabilities of the Company, accrued, accruing and prospective   under each of the Material Contracts;    (ii) all information which is relevant to the risks, contingencies and   other circumstances which could affect its decision to enter into   this Deed;   (iii) all information which is publicly available about the Company, the   Assets, the Seller and the Seller Assets; and   (iv) all amounts payable by the parties under this Deed.    22.2 Buyer Warranties   The Buyer gives certain warranties in favour of each other party in accordance   with the provisions of schedule 9.      





 







Corrs Chambers Westgarth          22.3 Buyer Guarantor Warranties   The Buyer Guarantor gives certain warranties in favour of each other party in   accordance with the provisions of schedule 9.    22.4 Buyer Guarantor and Buyer Warranties Limits   (a) Except to the extent contained but subject to any exclusions or   disclaimers in Buyer Guarantor disclosures to the ASX, the Buyer and   Buyer Guarantor do not give and do not make any representation,   warranty, undertaking, promise, statement, forecast, estimate or   projection and does not provide any advice whatsoever concerning:   (i) any of the reserves or resources of gas or other hydrocarbons   existing, future or contingent within  the Central Petroleum   Tenements or as to their prospectivity or production potential;   (ii) any economic, fiscal or other interpretations or evaluations by the   Buyer or Buyer Guarantor or any person acting on behalf of or   associated with the Buyer or the Buyer Guarantor or any other   person;    (iii) future matters, including future or forecast costs, prices, revenues   or profits (including in relation to reserves and resources and sales   of gas);    (iv) the principles to be applied by the ACCC or any other Government   Agency with respect to the regulation of the petroleum industry or   any part of any of it with respect to infrastructure and, in particular,   matters affecting revenue, prices, charges and service levels;   (v) the regulation (including any act or omission by the ACCC or any   other Government Agency) of the petroleum industry and of   access to infrastructure and of other industries (and the   relationship of such other industry regulation to the regulation of   the petroleum industry);   (vi) any matter in connection with the determination of any registered   native title claim or future native title claim, or the consequences of   such a determination being made by consent or otherwise, or any   matter in connection with a determination of heritage or sacred   sites (or the determination of such sites) under any legislation or   otherwise;   (vii) the likelihood of renewal of any of its exploration permits or   retention licences;   (viii) the ability to obtain and likelihood of obtaining a production licence   in respect of the Surprise Field within Northern Territory   Exploration Permit 115 (Surprise Field);   (ix) the requirements for and costs of implementing all matters   including, without limitation, the construction of infrastructure and     





 







Corrs Chambers Westgarth          plant and equipment, necessary to enable oil to be produced or   sold from the Surprise Field; and   (x) volumes of oil production from the Surprise Field (Surprise Oil),   the income from the sale of Surprise Oil and the seller’s rights and   interests under all oil sale contracts with third parties relating to the   sale of Surprise Oil.   (b) The Seller accepts all risk and must make its own enquiries and satisfy   itself as to the matters referred to in clause 22.4(a).    (c) All warranties other than those set out in schedule 9, whether implied by   law or statute, and which would otherwise apply to either the Buyer or   Buyer Guarantor, are to the extent permitted by law, excluded.   (d) The Seller acknowledges and agrees that it:   (i) is fully aware of those matters concerning the Buyer and the Buyer   Guarantor to the extent they are fairly, fully and reasonably   disclosed in the material about the Buyer and the Buyer Guarantor   provided by the Buyer and the Buyer Guarantor to the Seller prior   to the Execution Date;     (ii) is fully aware of all information which is publicly available about the   Buyer, Buyer Guarantor and their assets including the Central   Petroleum Tenements;    (iii) has undertaken due diligence in relation to the Buyer, Buyer   Guarantor and their assets including the Central Petroleum   Tenements based only on the material referred to at   clause 22.4(d)(i) and clause 22.4(d)(ii); and   (e) has relied on its own independent technical, commercial and legal   judgement in entering into this Deed.   23 Tax    23.1 Sharing of information    The Buyer and the Seller must co-operate and provide any assistance and   information reasonably requested by the other party in connection with any Tax   Returns of the Company or of a tax consolidated group of which the Company   is or was a member, with respect to a period or part period ended before the   Completion Date and any administrative proceeding involving any such Tax   Return.   23.2 Pre Completion Tax Events   (a) From and after Completion the Buyer must, and must ensure that the   Company will:   (i) not disclose any information or material to a Government Agency   in relation to any event, act, matter or transaction or amount   derived (or deemed to be derived) or expenditure incurred before,     





 







Corrs Chambers Westgarth          on, or as a result of, Completion (Pre Completion Tax Event)   without the prior written consent of the Seller (which consent must   not be unreasonably withheld or delayed), except as required by   law;   (ii) co-operate with and assist the Seller in relation to any Pre   Completion Tax Event; and   (iii) promptly provide the Seller with copies of any correspondence   with, or material provided to or by, a Government Agency and keep   the Seller informed of any oral discussions with a Government   Agency in relation to a Pre Completion Tax Event.   23.3 Exit from Seller Consolidated Group   (a) The Seller must:   (i) ensure that until the Completion Date:   (A) the Company and Jarl remains a subsidiary member of the   Seller Consolidated Group; and   (B) the Tax Sharing Agreement is not terminated or amended   without the prior written consent of the Buyer;   (ii) no later than ten Business Days before Completion give to the   Buyer a draft calculation of the Clear Exit Payment for the   Company and Jarl, in respect of each Tax Related Liability of the   Seller Consolidated Group accruing in respect of a period during   which Completion occurs, together with all relevant supporting   materials and calculations;   (iii) no later than two Business Days before Completion:   (A) give to the Company and Jarl a calculation of the Clear Exit   Payment for the Company based on the draft calculation   referred to in clause 23.3(a)(ii) but amended as required to   take account of any reasonable comments provided by the   Buyer on or before the date that is five Business Days before   Completion;   (B) ensure that each member of the Seller Consolidated Group   gives all other notifications required to be given under the   Tax Sharing Agreement in connection with the proposed exit   of the Company and Jarl from the Seller Consolidated   Group; and   (C) provide copies of the calculations and notifications to the   Buyer.   (b) The Seller must, on or before Completion ensure that:   (i) the Company and Jarl pays the relevant Clear Exit Payment to the   head company of the Seller Consolidated Group;      





 







Corrs Chambers Westgarth          (ii) the Company, Jarl and each other party to the Tax Sharing   Agreement and Tax Funding Agreement executes and delivers to   the Company and Jarl a Deed of Release of all its obligations   under the Tax Sharing Agreement and Tax Funding Agreement in   form and substance reasonably acceptable to the Buyer;.    (iii) it has provided evidence satisfactory to the Buyer that the Tax   Sharing Agreement has been amended to deal with any changes   to the definition of the tax related liabilities in s 721-10(2) of the   ITAA 1997 and in particular to deal with the liabilities in respect of   items 3, 32 and 70 of the table in s 721-10(2) of the ITAA 1997 and   with the separate liability which exists for any amended   assessment.   (c) The Seller must not, and must ensure that the parties to:   (i) the Tax Sharing Agreement; and   (ii) the Tax Funding Agreement,   will not, make any claim against the Company and Jarl in relation to   group liabilities payable in respect of the period before Completion, after   the Company and Jarl has paid the relevant Clear Exit Payment under   clause 23.3(b).   23.4 Release and covenant not to sue Buyer Group Company,   Company and Jarl   (a) On and from Completion Seller and Seller Guarantor, to the maximum   extent permitted by law, release and discharge Buyer Group Company,   Company and Jarl from all Released Tax Claims.   (b) On and from Completion Seller and Seller Guarantor covenants that it   will not bring or pursue, procure that a third party (including any Seller or   Seller Guarantor Related Body Corporates) bring or pursue, provide   financial support for or otherwise support any Claim in respect of any   fact, matter or circumstance which is the subject of the release and   discharge given under clause 23.4(a).   (c) This Deed may be pleaded and tendered as an absolute bar and   defence to any Claim brought, commenced or continued by on behalf of   the Seller or Seller Guarantor or any of their Related Body Corporates in   breach of this clause 23.4.   (d) A Related Body Corporate of a Buyer or Buyer Guarantor who is not a   party to this Deed may enforce this clause 23.4 as if the Related Body   Corporate were a party to the Deed.   23.5 Petroleum Resource Rent Tax   (a) The Seller shall ensure that the Company has not and does not become   a member of a consolidated group formed under the provisions of   Division 8 of Part V of the PRRTA Act, in respect of any period which   begins prior to Completion.     





 







Corrs Chambers Westgarth          (b) The Seller shall ensure that the Company has not derived any   assessable receipts in respect of the Dingo Field or the Palm Valley Field   for which the Company will be required to account under the PRRTA Act   after Completion except to the extent as has been disclosed to the Buyer   in writing.   (c) The Seller must retain all records currently in its possession or held on   its behalf which substantiate the Company's entitlement to claim all or   any deductions available under the provisions of the PRRTA Act and   must provide to the Company on request all information, co-operation   and assistance, including access to source document, witnesses and   other evidence (if required) as the Company shall reasonably require to   establish the Company's entitlement to any deductions available under   the PRRTA Act or to deal with any review, audit, enquiry, objection or   appeal in relation thereto.   (d) The Seller shall ensure that no return is filed under the PRRTA Act with   respect to the period ended 30 June 2013 unless:   (i) the return contains a valid choice of valuation approach (the   chosen valuation approach) for each interest the subject of the   PRRTA Act for the purposes of Part 2 of Schedule 2 to the PRRTA   Act choosing a valuation approach agreed to by the Buyer in   writing;   (ii) the return does not contain any other choice or election unless   agreed to by the Buyer in writing; and    (iii) it maintains adequate documentation to substantiate the chosen   valuation approach and any deductions arising as a consequence   of the chosen valuation approach.   (e) The Seller must provide the Company on request with all information, co-   operation and assistance as is reasonable, including access to source   documents, witnesses and other evidence (if required) in the Seller's   possession or control after Completion (whether on computer or   otherwise held by it or on its behalf) as the Company shall reasonably   require to enable the Company to evaluate and select an appropriate   starting base election and justify its entitlement to deduct any deductions   arising as a consequence under the PRRTA Act or to deal with any   review, audit, enquiry, objection or appeal in relation thereto.   24 Payments and default interest   24.1 Payment directions   A party to whom a payment must be made under this Deed may, by notice in   writing to the person who must make the payment, direct them to make all or   part of the payment to another person.     





 







Corrs Chambers Westgarth          24.2 Method of payment   A party must make any payment it is required to make under this Deed by:   (a) telegraphic transfer or electronic funds transfer of cleared funds into an   Australian bank account nominated in writing by the party to whom a   payment must be made;   (b) unendorsed bank cheque drawn on an Australian bank; or   (c) any other method agreed in writing between the party who must make   the payment and the party to whom it is to be made.   24.3 Time for notices   Subject to this Deed, a payment direction under clause 24.1 or a nomination of   a bank account under clause 24.2(a) must be given to the person who must   make the payment a reasonable time before the payment is due.   24.4 Default interest   (a) If a party (Payor) fails to pay any amount payable by it under this Deed   at the time and otherwise as required by this Deed then, without limiting   any other right or remedy of the party to whom the payment must be   made (Payee), the Payor must pay to the Payee, on demand, interest on   the amount payable in accordance with clause 24.4(b).   (b) The interest:   (i) is calculated for each day at the Base Rate plus a margin of   three per cent per annum;    (ii) accrues daily from the due date for payment until the day   immediately before the date of actual payment;   (iii) is calculated daily on the basis of a 365 day year; and   (iv) compounds monthly.   24.5 Effect of payments   If a payment is made:   (a) by the Seller to the Buyer in respect of a Claim under this Deed, the   payment will be treated as a reduction of the Total Purchase Price; and   (b) to the Seller under schedule 7 (3), or otherwise in repayment of an   amount referred to in clause 24.5(a), that payment will be treated as an   increase in the Total Purchase Price.   24.6 Tax effects   In calculating the Loss suffered or incurred by the Buyer or the Company   arising from or in connection with a breach of the Seller Warranties:   (a) any immediate or future tax benefit, credit or reduction in favour of the   Buyer or the Company (including but not limited to, tax deductions, the   tax base for any Assets or a reduction in subsequent taxable gains) as a   result of the Loss arising from or in connection with that breach  will be     





 







Corrs Chambers Westgarth          taken into account and the liability of the Seller will be decreased   accordingly; and   (b) to the extent that any payment by the Seller to the Buyer or the Company   in respect of such a Claim will cause the Buyer or the Company to incur   a Tax liability or suffer a loss of relief under the Tax Law, the amount of   the Tax liability or the Loss suffered as a result of the loss of relief under   the Tax Law will be taken into account and the Seller will be liable to pay   an additional amount as follows:   PAA           T)(1   P    where:   AA =  the additional amount to be paid;   P =  the amount payable by the Seller referred to in this clause, but   disregarding the operation of this clause; and   T = the income tax rate that would apply to the Buyer (or in the event   that the Buyer is a Member of a Tax Consolidated Group: the Head   Company of that Tax Consolidated Group) in respect of the   payment of the additional amount, expressed as a decimal.   25 Confidentiality   25.1 Agreed announcement   A party may not make any public announcement relating to this Deed   (including the fact that the parties have executed this Deed) unless:   (a) the Buyer and the Seller have consented to the announcement, including   the form and content of that announcement (such consent not to be   unreasonably withheld or delayed); or    (b) the announcement would be permitted under an exemption in   clause 25.2(d); or   (c) the public announcement must be made to comply with any law,   regulation or direction under the companies or securities legislation of   the United States or Australia or any state thereof, to which a party or its   Related Bodies Corporate are subject.   25.2 Confidentiality   (a) Each party (recipient) must keep secret and confidential, and must not   divulge or disclose:   (i) any information relating to another party or its business which is   disclosed to the recipient by the other party, its representatives or   advisers;   (ii) the negotiations of the parties in relation to this Deed; or     





 







Corrs Chambers Westgarth          (iii) the subject matter or terms of this Deed.   (b) From Completion, the Seller must not use or disclose any confidential   information relating to the Assets, the Business, the Seller Assets, the   Company or Jarl.   (c) From Completion, the Buyer, the Company and Jarl may use and   disclose confidential information which relates to the Business, the Seller   Assets, or the Assets or which is owned by or licensed to the Company   or Jarl.   (d) A recipient may disclose or use any information if:   (i) the information is in the public domain as at the Execution Date (or   subsequently becomes in the public domain other than by breach   of any obligation of confidentiality binding on the recipient);   (ii) the recipient is required to disclose the information by applicable   law or the rules of any recognised stock exchange on which its   shares or the shares of any of its Related Bodies Corporate are   listed, provided that the recipient has, to the extent possible having   regard to the required timing of the disclosure, consulted with the   provider of the information as to the form and content of the   disclosure;   (iii) the disclosure is made by the recipient to its officers, employees,   financiers or lawyers, accountants, investment bankers,   consultants or other professional advisers to the extent necessary   to enable the recipient to properly perform its obligations under this   Deed or to conduct its business generally, in which case the   recipient must ensure that such persons keep the information   secret and confidential and do not divulge or disclose the   information to any other person;   (iv) the disclosure is required for use in legal proceedings regarding   this Deed;   (v) the party to whom the information relates has consented in writing   before the disclosure; or   (vi) the disclosure is made by the recipient under an obligation of   confidence to a third party and in connection with an actual or   proposed sale or disposal of all or part of:   (A) the Business; or   (B) the issued share capital of the Buyer, the Company, Jarl or a   Related Body Corporate of them.   (e) Each recipient which is a body corporate must ensure that its directors,   officers, employees, agents, representatives and Related Bodies   Corporate comply in all respects with the recipient’s obligations under   this clause 25.     





 







Corrs Chambers Westgarth          26 Termination   26.1 Termination by the Seller   The Seller may terminate this Deed by written notice to the Buyer and Buyer   Guarantor at any time before Completion if the Buyer:   (a) fails to Complete on the Completion Date, other than solely due to the   Seller’s default;   (b) fails to comply with any other material term of this Deed that is capable   of remedy and following notice from the Seller fails to remedy the non-   compliance by the earlier of:   (i) ten Business Days after such notice; or   (ii) the Completion Date;   (c) fails to comply with any material term of this Deed and the non-   compliance is incapable of remedy; or   (d) becomes bankrupt or insolvent or enters into liquidation (other than a   voluntary liquidation for the purposes of reconstruction, amalgamation or   similar reorganisation) or enters into any arrangement or composition   with any creditor or has a receiver, a receiver and manager, a trustee, an   administrator or an agent in possession appointed (Insolvent).   26.2 Termination by the Buyer   The Buyer may terminate this Deed by written notice to the Seller and the   Seller Guarantor at any time before Completion if:   (a) the Seller fails on the Completion Date to deliver title to the Sale Shares,   the Alice Springs Property or any material Seller Asset essential to the   conduct of the Business, as required under this Deed unless such failure   is solely due to the Buyer’s default;   (b) the Seller fails to comply with any other material term of this Deed  that is   capable of remedy and following notice from the Buyer, the Seller fails to   remedy the non-compliance by the earlier of:   (i) ten Business Days after such notice; or   (ii) the Completion Date;    (c) the Seller fails to comply with any material term of this Deed  and the   non-compliance is incapable of remedy;   (d) the Seller becomes Insolvent.   26.3 Termination by the Buyer or Seller   The Buyer or the Seller may, by notice in writing to the other party, terminate   this Deed at any time before Completion if:   (a) the Conditions are not satisfied or waived by:   (i) the Completion Date; or     





 







Corrs Chambers Westgarth          (ii) such other date as the Buyer and the Seller agree in writing.   26.4 Termination due to failure of Completion   Unless extended by agreement of the parties, the Deed shall terminate if the   Completion has not occurred on or before 31 March 2014.   26.5 Effect of termination   If this Deed is terminated before Completion:   (a) the parties are released from their obligations to further perform this   Deed other than their obligations under clauses 1 (Definitions),   24 (Payments and default interest), 25 (Confidentiality),   26 (Termination), 27 (Notices), 28 (GST), 29 (Guarantee) and   30 (General); and   (b) each party retains the rights it has against any other party in respect of   any  breach.   27 Notices   27.1 General   A notice, demand, certification, process or other communication relating to this   Deed must be in writing in English and may be given by an agent of the sender   (including its lawyers).   27.2 How to give a communication   In addition to any other lawful means, a communication may be given by being:   (a) personally delivered;   (b) left at the party’s current delivery address for notices;   (c) sent to the party’s current postal address for notices by pre-paid ordinary   mail or, if the address is outside Australia, by pre-paid airmail; or   (d) sent by fax to the party’s current fax number for notices.   27.3 Particulars for delivery of notices   (a) The particulars for delivery of notices are initially:    Seller   Delivery address: 1775 Sherman Street, Suite 1950    Denver, Colorado   80401   Fax: (720) 570-3859   Attention: Mark Brannum           





 







Corrs Chambers Westgarth          Company (before Completion)   Delivery address: 1775 Sherman Street, Suite 1950    Denver, Colorado   80401   Fax: (720) 570-3859   Attention: Mark Brannum      Company (on and from Completion)   Delivery address: 56-58 Jephson Street   Toowong QLD 4066   Postal address: PO Box 1571   Toowong DC QLD 4006   Fax: (07) 3181 3855   Attention: Company Secretary      Seller Guarantor    Delivery address: 1775 Sherman Street, Suite 1950    Denver, Colorado   80401   Fax: (720) 570-3859   Attention: Mark Brannum      Jarl (before Completion)   Delivery address: 1775 Sherman Street, Suite 1950    Denver, Colorado   80401   Fax: (720) 570-3859   Attention: Mark Brannum      Jarl (on and from Completion)   Delivery address: 56-58 Jephson Street   Toowong QLD 4066   Postal address: PO Box 1571   Toowong DC QLD 4066     





 







Corrs Chambers Westgarth          Fax: (07) 3181 3855   Attention: Company Secretary      Buyer   Delivery address: 56-58 Jephson Street   Toowong, QLD 4066    Postal address: PO Box 1571   Toowong DC QLD 4066   Fax: (07) 3181 3855   Attention: Company Secretary      Buyer Guarantor   Delivery address: 56-58 Jephson Street   Toowong, QLD 4066    Postal address: PO Box 1571   Toowong DC QLD 4066   Fax: (07) 3181 3855       Attention: Company Secretary      (b) Each party may change its particulars for delivery of notices by notice to   each other party.   27.4 Communications by post   Subject to clause 27.6, a communication is given if posted:   (a) within Australia to an Australian postal address, three Business Days   after posting; or   (b) outside of Australia to an Australian postal address or within Australia to   an address outside of Australia, ten Business Days after posting.   27.5 Communications by fax   Subject to clause 27.6, a communication is given if sent by fax, when the   sender’s fax machine produces a report that the fax was sent in full to the   addressee.  That report is conclusive evidence that the addressee received the   fax in full at the time indicated on that report.   27.6 After hours communications   If a communication is given:   (a) after 5.00 pm in the place of receipt; or     





 







Corrs Chambers Westgarth          (b) on a day which is a Saturday, Sunday or bank or public holiday in the   place of receipt,   it is taken as having been given at 9.00 am on the next day which is not a   Saturday, Sunday or bank or public holiday in that place.   27.7 Process service   Any process or other document relating to litigation, administrative or arbitral   proceedings relating to this Deed may be served by any method contemplated   by this clause 27 or in accordance with any applicable law.   28 GST   28.1 Construction   In this clause 28, words and expressions which are not defined in this Deed   but which have a defined meaning in GST Law have the same meaning as in   the GST Law.   28.2 Consideration GST exclusive   Unless otherwise expressly stated, all prices or other sums payable or   consideration to be provided under this Deed are exclusive of GST.   28.3 Payment of GST   If GST is payable on any supply made by a party (or any entity through which   that party acts) (Supplier) under or in connection with this Deed, the recipient   must pay to the Supplier an amount or an additional amount equal to the GST   payable (including GST payable by the representative member for a GST   Group of which the Supplier is a member) on the supply.   28.4 Timing of GST payment   The recipient must pay the amount referred to in clause 28.3 in addition to and   at the same time that the consideration for the supply is to be provided under   this Deed, or within 10 Business Days of receiving a tax invoice or adjustment   note.   28.5 Tax invoice   The Supplier must deliver a tax invoice or an adjustment note to the recipient   before the Supplier is entitled to payment of an amount under clause 28.3.    The recipient may withhold payment of the amount until the Supplier provides a   tax invoice or an adjustment note, as appropriate.   28.6 Adjustment event   If an adjustment event arises in respect of a taxable supply made by a Supplier   under this Deed, the amount payable by the recipient under clause 28.3 must   be recalculated to reflect the adjustment event and a payment must be made   by the recipient to the Supplier or by the Supplier to the recipient as the case   requires.     





 







Corrs Chambers Westgarth          28.7 Reimbursements   Where a party is required under this Deed to pay or reimburse an expense or   outgoing of another party, the amount to be paid or reimbursed by the first   party is the sum of the amount of the expense or outgoing less any input tax   credits in respect of the expense or outgoing to which the other party (including   the representative member for a GST Group of which the party is a member) is   entitled.   29 Guarantee   29.1 Guarantee   In consideration of the Beneficiary entering into this Deed at its request, each   Guarantor:   (a) unconditionally and irrevocably guarantees to the Beneficiary on demand   the due and punctual performance by the Guaranteed Party of all the   Guaranteed Party’s obligations under this Deed; and   (b) separately indemnifies the Beneficiary against any Liabilities which may   be incurred or sustained by the Beneficiary in connection with any default   or delay by the Guaranteed Party in the due and punctual performance   of any of its obligations under this Deed.   29.2 Liability unaffected by other events   The Liability of the Guarantor under this clause is not affected by any act,   omission or thing which, but for this provision, might in any way operate to   release or otherwise exonerate or discharge the Guarantor  from any of its   obligations including (without limitation) the grant to the Guaranteed Party or   any other person of any time, waiver or other indulgence, or the discharge or   release of the Guaranteed Party or any other person from any obligation or the   Guaranteed Party becoming Insolvent.   29.3 Principal obligations   Each of the Guarantor’s obligations under clause 29.1:   (a) is a principal obligation and will not be treated as ancillary or collateral to   any other right or obligation however created or arising; and   (b) may be enforced against the Guarantor without the Beneficiary first being   required to exhaust any remedy it may have against the Guaranteed   Party or to enforce any security it may hold with respect to the   Guaranteed Party’s obligations under this Deed.   29.4 Continuing guarantee and indemnity   This clause:   (a) extends to cover this Deed as amended, varied or replaced, whether with   or without the consent of the  Guarantor; and     





 







Corrs Chambers Westgarth          (b) is a continuing guarantee and indemnity and, despite Completion,   remains in full force and effect for so long as the Guaranteed Party has   any Liability or obligation to the Beneficiary under this Deed and until all   of those Liabilities or obligations have been fully discharged.   30 General   30.1 Duty   (a) Subject to clause 30.1(a), the Buyer as between the parties is liable for   and must pay all Duty (including any fine, interest or penalty except   where it arises from default by the other party) in respect of the execution   of this Deed, any document executed under it or any dutiable transaction   evidenced or effected by it.   (b) If a party other than the Buyer pays any required Duty (including any   fine, interest or penalty) in respect of the execution of this Deed, any   document executed under it or any dutiable transaction evidenced or   effected by it, the Buyer must pay that amount to the paying party on   demand.   (c) The Seller as between the parties is liable for and must pay all Duty   (including any fine, interest or penalty except where it arises from default   by the other party) in respect of any instrument or transaction evidencing   or effecting an assignment of the Santos Bonus Payment Rights or any   other transactions or instrument evidencing or effecting a transaction   contemplated in respect of the Santos Bonus Payment. If the Buyer or   the Company pays any required Duty (including any fine, interest or   penalty) in respect of any instrument or transaction evidencing or   effecting an assignment of the Santos Bonus Payment or any other   transactions or instrument evidencing or effecting a transaction   contemplated in respect of the Santos Bonus Payment, the Seller must   pay that amount to the Buyer or the Company (as the case may be) on   demand.   30.2 Disputes   (a) With the exception of the matters decided through a determination under   Schedule 5, any other dispute or difference whatsoever arising out of or   in connection with this Deed (Dispute) shall be dealt with under this   clause 30.2.   (b) If there is a Dispute between the parties arising out of or in connection   with this Deed, then within 5 Business Days of a party notifying the other   party in writing of the Dispute, a senior representative from each party   must meet in Brisbane for face-to-face negotiations and use all   reasonable endeavours, acting in Good Faith, to resolve the Dispute by   joint discussions.   (c) If the Dispute is not settled within 30 days of notification under clause   30.2(b), the Dispute shall be and is hereby submitted to arbitration in     





 







Corrs Chambers Westgarth          accordance with, and subject to, the UNCITRAL Arbitration Rules. The   appointing and administering body shall be The Institute of Arbitrators &   Mediators Australia. There shall be one arbitrator, the language of the   arbitration shall be English. The arbitration will be conducted and held in   accordance with the laws of Queensland, Australia. The arbitration shall   be held in Brisbane, Australia.   (d) Nothing in this clause prevents a party from seeking urgent interim or   final relief from a court to preserve its rights and interests.   30.3 Legal costs   Except as expressly stated otherwise in this Deed, each party must pay its own   legal and other costs and expenses of negotiating, preparing, executing and   performing its obligations under this Deed.    30.4 Amendment   This Deed may only be varied or replaced by a document executed by the   parties.   30.5 Waiver and exercise of rights   (a) A single or partial exercise or waiver by a party of a right relating to this   Deed does not prevent any other exercise of that right or the exercise of   any other right.   (b) A party is not liable for any loss, cost or expense of any other party   caused or contributed to by the waiver, exercise, attempted exercise,   failure to exercise or delay in the exercise of a right.   30.6 Rights cumulative   Except as expressly stated otherwise in this Deed, the rights of a party under   this Deed are cumulative and are in addition to any other rights of that party.   30.7 Consents   Except as expressly stated otherwise in this Deed, a party may conditionally or   unconditionally give or withhold any consent to be given under this Deed and is   not obliged to give its reasons for doing so.   30.8 Further steps   Each party must promptly do whatever any other party reasonably requires of it   to give effect to this Deed and to perform its obligations under it.   30.9 Governing law and jurisdiction    (a) This Deed is governed by and is to be construed in accordance with the   laws applicable in Queensland.   (b) Each party irrevocably and unconditionally submits to the non-exclusive   jurisdiction of the courts exercising jurisdiction in Queensland and any   courts which have jurisdiction to hear appeals from any of those courts   and waives any right to object to any proceedings being brought in those   courts.     





 







Corrs Chambers Westgarth          30.10 Assignment   (a) A party must not assign or deal with any right under this Deed without   the prior written consent of the other parties.   (b) Any purported dealing in breach of this clause is of no effect.   30.11 Liability   An obligation of two or more persons binds them separately only, unless this   Deed expressly provides otherwise.   30.12 Counterparts   (a) This Deed may consist of a number of counterparts and, if so, the   counterparts taken together constitute one document.   (b) A party may execute this Deed or any counterpart and exchange it by fax   or as an electronic copy by email.   30.13 Effect of execution   This Deed is not binding on any party unless it or a counterpart has been duly   executed by each person named as a party to this Deed.   30.14 Entire understanding   (a) This Deed contains the entire understanding between the parties as to   the subject matter of this Deed.   (b) All previous negotiations, understandings, representations, warranties,   memoranda or commitments concerning the subject matter of this Deed   are merged in and superseded by this Deed and are of no effect.  No   party is liable to any other party in respect of those matters.   (c) No oral explanation or information provided by any party to another:   (i) affects the meaning or interpretation of this Deed; or   (ii) constitutes any collateral agreement, warranty or understanding   between any of the parties.   30.15 Relationship of parties   This Deed is not intended to create a partnership, joint venture or agency   relationship between the parties.   30.16 Indemnities   (a) Each indemnity in this Deed is a continuing obligation, separate and   independent from the other obligations of the parties.   (b) It is not necessary for a party to incur expense or to make any payment   before enforcing a right of indemnity conferred by this Deed.   30.17 Withholding   (a) All payments to be made under this Deed must be made free and clear   of all deductions or withholdings unless the deduction or withholding is   required by law.     





 







Corrs Chambers Westgarth          (b) If any deduction or withholding is required by law to be made from a sum   payable by any person under this Deed, then, to the extent permitted by   law, the relevant payer must pay to the payee such additional amount as   is required to ensure that the amount received by the payee will equal   the full amount which would have been received by it had no such   deduction or withholding been required to be made.   30.18 Continuing rights and obligations   All rights and obligations of a party which have not been exercised or   performed at Completion are not extinguished or affected by Completion,   unless those rights or obligations are specifically waived or released in writing   by a document signed by all parties.   30.19 Construction   Unless expressed to the contrary, in this Deed:   (a) words in the singular include the plural and vice versa;   (b) any gender includes the other genders;   (c) if a word or phrase is defined its other grammatical forms have   corresponding meanings;   (d) ‘includes’ means includes without limitation;   (e) no rule of construction will apply to a clause to the disadvantage of a   party merely because that party put forward the clause or would   otherwise benefit from it;   (f) a reference to:   (i) a person includes a partnership, joint venture, unincorporated   association, corporation and a government or statutory body or   authority;   (ii) a person includes the person’s legal personal representatives,   successors, assigns and persons substituted by novation;   (iii) any legislation includes subordinate legislation under it and   includes that legislation and subordinate legislation as modified or   replaced;   (iv) an obligation includes a warranty or representation and a reference   to a failure to comply with an obligation includes a breach of   warranty or representation;   (v) a right includes a benefit, remedy, discretion or power;   (vi) time is to local time in Brisbane;   (vii) ‘$’ or ‘dollars’ is a reference to Australian currency;   (viii) this or any other document includes the document as novated,   varied or replaced and despite any change in the identity of the   parties;     





 







Corrs Chambers Westgarth          (ix) writing includes:   (A) any mode of representing or reproducing words in tangible   and permanently visible form, and includes fax   transmissions; and   (B) words created or stored in any electronic medium and   retrievable in perceivable form;   (x) this Deed includes all schedules and annexures and exhibits to it;   (xi) a clause, schedule or annexure is a reference to a clause,   schedule or annexure, as the case may be, of this Deed; and   (xii) an exhibit is a reference to a document contained in the Data   Room Documentation which is expressed to be an exhibit to this   Deed and which is referred to in this Deed;   (g) if the date on or by which any act must be done under this Deed is not a   Business Day, the act must be done on or by the next Business Day;   (h) where time is to be calculated by reference to a day or event, that day or   the day of that event is excluded; and   (i) an obligation to use reasonable endeavours does not require a party to   incur a substantial commercial detriment or payment obligation.   30.20 Headings   Headings do not affect the interpretation of this Deed.    30.21 Deed   This Deed is a deed.  Factors which might suggest otherwise are to be   disregarded.           





 







Corrs Chambers Westgarth             Schedule 1   The Seller, the Company and Jarl   1 The Seller   Name ACN/ABN Description of Trust   and Trust Deed (if   applicable)   Address   Magellan   Petroleum   Australia   Pty Ltd   ACN 009 728   581   Not applicable       2 The Company   Name ACN/ABN Issued securities   (number and   class)   Place of   incorporation   Magellan Petroleum   (N.T) Pty Ltd   ACN 009 718 183 2,267,412 ordinary   class shares   Queensland      3 Jarl    Name ACN/ABN Issued securities   (number and   class)   Place of   incorporation   Jarl Pty Ltd ACN 009 699 183 2 Queensland     





 







Corrs Chambers Westgarth          Schedule 2   Calculation of the Dingo Field Costs and Gas Price Bonus   1 Calculation of the Dingo Field Costs   1.1 Definition   Dingo Field Costs are the aggregate of all third party costs and expenditure   (excluding any Seller and Seller Affiliates internal charges[]) directly relating to   the development of the Dingo Field which are incurred and paid by or for the   Company (including by the Seller or Seller Affiliate) for the period beginning on   1 October 2013 up to and including the Completion Date (inclusive), less   $485,000 (excluding GST).    The Dingo Field Costs may include, without limitation, preliminary design and   feasibility studies, site surveys and cultural heritage surveys and include such   costs and expenditure incurred by the Seller for the Company, but exclude any   Seller and Seller Affiliates internal charges[].   1.2 Determination of Amount   The Dingo Field Costs shall be represented in the Dingo Field Completion   Accounts prepared by the Seller in accordance with schedule 3, subject to any   deduction, adjustment or amendment made under this or that schedule.   Any cost or expenditure that is not supported by invoices, and if no invoice is   provided, primary evidence of the period when incurred, and proof of payment   will not be included in the Dingo Field Completion Accounts.   2 Gas Price Bonus   (a) Contract Year has the same meaning as defined in the Santos GSA.   (b) Subject to the other provisions in this section 2, at the end of each   Contract Year  which occurs on and from Completion until the date that   is 15 years after Completion the Buyer must pay to the Seller an amount   calculated in accordance with the following formula:   PA = (WAGP – BPE) x TSQ x 25%   Where:   PA is the amount (if any) payable as the Gas Price Bonus in   respect of a Contract Year   WAGP is the weighted average gas price (per GJ) sold by the Buyer   over the Palm Valley GSAs for the Contract Year (exclusive   of GST, imposts and carbon costs).      





 







Corrs Chambers Westgarth          BPE means $5 Escalated for the first 10 Contract Years, and $6   Escalated for the eleventh to the fifteenth Contract Years   inclusive.   TSQ means the total aggregate volume of gas in GJ sold  by the   Buyer  under the Palm Valley GSAs for the relevant Contract   Year.   Escalated means that a value is adjusted annually from 1st January   2014 and on each yearly anniversary of that date by   multiplying the relevant value by the greater of one and   CPIn/CPIb.   CPIn means the Consumer Price Index (weighted average all   groups for eight capital cities) as published by the Australian   Bureau of Statistics for the quarter ending 30th September in   any year.   CPIb means the Consumer Price Index (weighted average all   groups for eight capital cities) as published by the Australian   Bureau of Statistics for the quarter ending 30th September   2013.   (c) No Gas Price Bonus is payable by the Buyer to the Seller for a Contract   Year where BPE is equal to or greater than WAGP.    (d) The Gas Price Bonus as calculated in accordance with this section shall   be payable by the Buyer to the Seller within 30 days of the end of each   Contract Year.    (e) Within 15 Business Days of the end of each Contract Year the Buyer   must ensure that the Seller is provided with all information available to   the Buyer and relevant to the determination of the gas price under the   Palm Valley GSAs for each month of that Contract Year and all   information relating to the quantities of gas sold under the Palm Valley   GSAs over the relevant Contract Year as may be reasonably required to   assist the Seller in verifying the calculation of the Gas Price Bonus in   respect of each Contract Year.    (f) The Seller may, only twice and only if a Gas Price Bonus has already   been paid to the Seller in respect of at least one Contract Year, at its   option by notice in writing to the Buyer (Payout Demand) given at any   time on and from the third anniversary of the Completion Date up to and   including the fifth anniversary of that date, require the Buyer to pay to the   Seller as a “one-off’ payment, in complete discharge of the Buyer’s   obligation to pay the Gas Price Bonus, an amount in cash (Gas Price   Bonus Discharge Amount) equal to the net present value of the Gas   Price Bonus over the remaining Contract Years  as at the date the   Payout Demand is made and calculated in accordance with the   provisions contained in paragraph 2(g).     





 







Corrs Chambers Westgarth          (g) Within 10 Business Days of receiving the Payout Demand, the Buyer will   calculate the Gas Price Bonus Discharge Amount using an XNPV   formula in Microsoft Excel and a discount factor equal to 10%.  Such   calculations will be made in Good Faith and must only reflect firm   contracted volumes, to the extent known by the Buyer, under the Palm   Valley GSAs at the time of the calculations and which can be delivered   by the Buyer from independently certified 2P Reserves (“2P” and   “Reserves” are as defined in the Petroleum Resources Management   System sponsored by the Society of Petroleum Engineers (SPE), the   American Association of Petroleum Geologists (AAPG), the World   Petroleum Council (WPC), and the Society of Petroleum Evaluation   Engineers (SPEE)) for the Palm Valley Field.     (h) In calculating the Gas Price Bonus Discharge Amount, the aggregate of   all Gas Price Bonuses paid by the Buyer to the Seller and the Gas Price   Bonus Discharge Amount must not exceed $7 million.    (i) Where no Gas Price Bonus Discharge Amount is paid then there is no   cap or limit on the aggregate amount of all Gas Price Bonuses to be paid   by the Buyer.    (j) The Gas Price Bonus Discharge Amount will not include any Gas Price   Bonus which is due and payable between the date the Payout Demand   is given to the Buyer and the Buyer's obligation to pay the Gas Price   Bonus has been discharged pursuant to this section 2.     (k) The Buyer must upon request by the Seller which may be made at any   time and from time to time, provide the Seller (either directly or under a   blind audit where the provision of such information is not permitted under   the Buyer’s confidentiality agreements under the Palm Valley GSAs) with   all information available to the Buyer relating to the gas price and   quantities of gas sold under the Palm Valley GSAs as may reasonably   be required by the Seller to evaluate the Gas Price Bonus payable over   the balance of the subject period.   (l) The Buyer must pay to the Seller the Gas Price Bonus Discharge   Amount within 6 months of the Seller notifying the Buyer in writing that it   accepts the Gas Price Bonus Discharge Amount calculated by the Buyer,   pursuant to paragraph 2(g) above. Notwithstanding any other provision   of this document, the Seller is under no obligation to accept the Gas   Price Bonus Discharge Amount.   (m) Notwithstanding any other provision of this Deed, the Seller may assign   its right to receive the Gas Price Bonus and to make the Payout Demand   and receive the Gas Price Bonus Discharge Amount in whole or in part   to any other person, upon written notice to the Buyer.   (n) The Buyer’s obligation to pay the Gas Price Bonus and the Gas Price   Bonus Discharge Amount remain binding upon it notwithstanding any   assignment or novation of any of the rights or obligations of any party   under the Palm Valley GSAs.      





 







Corrs Chambers Westgarth          Schedule 3   Dingo Field Completion Accounts   1 Preparation of Dingo Field Completion Accounts   Promptly after the Completion Date and, in any event, within one month after   the Completion Date, the Seller must prepare the Dingo Field Completion   Accounts in accordance with this schedule 3.    2 Basis of preparation of Dingo Field Completion   Accounts   The Dingo Field Completion Accounts  must show in reasonable detail the   nature and amount of the cost or expenditure incurred in relation to the Dingo   Field Costs.    The Dingo Field Completion Accounts must indicate as a separate item the   amount of the Dingo Field Costs.   3 Access to records and working papers   After receipt of the Dingo Field Completion Accounts by the Buyer, the Seller   must give all access reasonably requested by the Buyer to the Business   Records and working papers including relevant third party invoices or payment   directions, to enable the Buyer and its representatives to review the Dingo   Field Completion Accounts.   4 Acceptance of Completion Accounts    4.1 Notice of Dispute   If the Buyer disputes that the Dingo Field Completion Accounts have been   prepared in accordance with this Deed or are otherwise accurate, the Buyer   may, at any time within 15 Business Days after receipt of the Dingo Field   Completion Accounts, give written notice of such dispute (Dispute Notice) to   the Seller setting out full details of the dispute including:   (a) the items in the Dingo Field Completion Accounts in dispute (Disputed   Matters);   (b) as far as possible, the amount in dispute; and   (c) as far as possible, the adjustments or amendments to the Dingo Field   Completion Accounts which they are seeking.     





 







Corrs Chambers Westgarth          4.2 Negotiations to resolve dispute   If a Dispute Notice is given, the Buyer and Seller must enter into Good Faith   negotiations and use all reasonable endeavours to agree to Disputed Matters   in dispute as quickly as possible.    4.3 Dispute resolution   Subject to schedule 3 (4.4), if the Buyer and Seller cannot resolve any dispute   within 15 Business Days of the Dispute Notice being given, then the Buyer and   Seller must appoint the Expert to determine the proper treatment of the   Disputed Matters in accordance with schedule 5.    4.4 Parties may agree at any time   If a Dispute Notice is given and the Buyer and Seller at any time agree in   writing to adjustments to the Dingo Field Completion Accounts, the Dingo Field   Completion Accounts are deemed to be amended accordingly and will be final   in relation to the matters contained in the Dispute Notice.   4.5 Deemed acceptance   If the Buyer does not give a Dispute Notice within the 10 Business Day period   specified in schedule 3 (4.1), the Buyer will be deemed to have accepted the   Dingo Field Completion Accounts and the determination of the Dingo Field   Costs in those accounts.     





 







Corrs Chambers Westgarth          Schedule 4   Apportionment of Total Purchase Price   1 Apportionment   The parties agree to apportion the Total Purchase Price as follows:   Assets Purchased Value ($)   Company          34,549,996   Company property, plant and equipment in Palm Valley Field                300,000   Seller Assets                 150,000   Alice Springs Property (including warehouse) 1,000,000   Jarl 4   Liabilities Assumed   Brisbane CBD Office Lease commitment -1,000,000   Net Total          35,000,000            





 







Corrs Chambers Westgarth       page 74   Share Sale and Purchase Deed    Schedule 5   Expert Determinations   1 Provision of documents and submissions   1.1 Provision of documents and submissions to the Expert   Within:   (a) five Business Days after the appointment of the Expert, the Buyer and   the Seller must provide to the Expert:   (i) the Dispute Notice;   (ii) the Dingo Field Completion Accounts (including any relevant   working or supporting papers relating to them); and   (iii) this Deed.   (b) ten Business Days after the appointment of the Expert, the Buyer and   the Seller may each provide to the Expert and to the other, one written   submission in relation to the Disputed Matters.   (c) five Business Days from the end of the period referred to in   schedule 5 (1.1(b)) the Buyer and the Seller may each provide to the   Expert and to the other, one written response to the submission provided   by the other under schedule 5 (1.1(b)).   1.2 Restrictions on contact with the Expert   (a) A copy of all documents provided to the Expert by a party under this   schedule 5 must be provided at the same time to each other party.   (b) Each party must promptly (and in any event within five Business Days of   the request) supply the Expert with any information, assistance and co-   operation reasonably requested in writing by the Expert in connection   with their determination.   (c) All correspondence between the Expert and a party must be in writing   and copied to the other parties.   (d) Except as permitted or required by this schedule 5, a party must not:   (i) communicate with the Expert (whether in writing or otherwise); or   (ii) make any documents or matter known to the Expert,   without the prior written consent of the Buyer and the Seller.   1.3 Time for determination   The Expert must be instructed to complete their determination on the matters in   dispute contained in the Dispute Notice and provide it to the Buyer and the     





 







Corrs Chambers Westgarth          Seller no later than 15 Business Days after expiry of the period referred to in   schedule 5(1.1(c)) (or such other period as the Buyer and the Seller agree in   writing having regard to the Disputed Matters).   1.4 Effect of Expert’s decision   (a) The decision of the Expert will, in the absence of manifest error, be   conclusive and binding on all parties and the Dingo Field Completion   Accounts will be deemed to be amended accordingly and will be final.   (b) The Expert, in determining the Disputed Matters, acts as an expert and   not as an arbitrator.   (c) Unless the Expert determines otherwise, the Buyer and the Seller must   each pay one half of the Expert’s costs and expenses for determining the   Disputed Matters.       





 







Corrs Chambers Westgarth          Schedule 6   Completion Obligations   1 Parties’ obligations at Completion   1.1 Seller’s obligations    Seller must deliver the following to the Buyer at Completion:   1  completed transfers of the Sale Shares to the Buyer as transferee in registrable   form [(but unstamped)] duly executed by the Seller;   2  all share certificates for the Sale Shares, or declarations as to the loss or   destruction of such certificates;   3  The certificate of title for the Alice Springs Property;   4  executed releases of each mortgage set out in schedule 12 (1) in registrable   form;   5  executed deeds of release and undertakings to amend registration releasing each   grantor from each Encumbrance set out in schedule 12 (2) (or such other   evidence of the release and discharge of such Encumbrances which is reasonably   satisfactory to the Buyer);   6  executed releases of all other Encumbrances (other than Permitted   Encumbrances), if any, over the Sale Shares, the Assets, the Seller Assets, the   Alice Springs Property and the leasehold interests of the Company and Jarl and    duly executed Royalty Termination Deeds;   7  all of the Seller Assets, to remain at the relevant Properties;   8  copies of the signed minutes of meetings, or written resolutions, of the directors of   the Company approving the matters contemplated in this schedule 6 (1.1(24));   9  copies of the signed minutes of meetings, or written resolutions, of the directors of   Jarl approving the matters contemplated in this schedule 6 (1.1(25));   10  the common seal (if any) and corporate registers for the Company;     





 







Corrs Chambers Westgarth          1.1 Seller’s obligations    Seller must deliver the following to the Buyer at Completion:   11  the ASIC Corporate Key for the Company;   12  written resignations with effect from Completion of each director, secretary and   public officer of the Company with each such resignation to include an   acknowledgment that the resigning person has no claim for compensation,   remuneration or reimbursement against the Company (as applicable) in relation to   the resigning person's appointment or resignation as a director, secretary or public   officer of the Company (as applicable);   13  if the Buyer gave notice under clause 11.1(c) requiring the appointment of a new   auditor of the Company and Jarl, a copy of the resignation of the existing auditor   with effect from Completion;    14  such of the Business Records as are not located at the Properties at Completion;   15  possession of, and keys to, the Properties;   16  all cheque books, and a list of all cheque and other bank accounts, of the   Company and a list of their signatories;   17  evidence reasonably satisfactory to the Buyer that all Related Party Debts have   been cancelled or forgiven;   18  evidence reasonably satisfactory to the Buyer that all Related Party Receivables   have been cancelled or forgiven;   19  copies of any member resolution changing the Company’s name in accordance   with clause 21.1, together with a completed and signed ASIC Form 205 in relation   to it;   20  a compact disc or dvd containing electronic copies of the Data Room   Documentation and this Deed, and also deliver a copy of the compact disc or dvd   to the Buyer’s solicitors and the Seller’s solicitors;    21  transfer in registrable form under the Land Title Act of the Northern Territory in   respect of the Alice Springs Property duly executed by the Seller and copies of   any outstanding rates or tax notices relating to the Alice Springs Property;    22  transfer in registrable form under the Land Title Act of Queensland in respect of   the Business Office Lease, duly executed by the Seller;     





 







Corrs Chambers Westgarth          1.1 Seller’s obligations    Seller must deliver the following to the Buyer at Completion:   23  evidence reasonably satisfactory to the Buyer of the transfer of the Company's   shares in Lohengrin Pty Ltd ACN 010 574 259 to a Seller Affiliate, other than Jarl.      The items referred to in schedule 6 (1.1 (7), (10), (11), (14) and (15)) may be delivered   by leaving them in a safe and appropriate place at the Properties with an appropriate   officer.    Seller must do the following:   24  at or before Completion, ensure that:   (a) a meeting of the board of directors of the Company is held at which it is   resolved; or   (b) a written resolution of the directors of the Company is signed, resolving,   that, subject to and with effect from Completion:   (c) the transfers of the Company Shares be registered following the payment of   any applicable stamp duty;   (d) existing share certificates for the Company Shares be cancelled and new   share certificates be issued in the Buyer’s name;   (e) the resignations of each current director, secretary and public officer of the   Company  be accepted;   (f) the persons nominated by the Buyer under clause 11.1(a) be appointed to   the offices specified in the notice, subject to receipt of any necessary   consents to act;   (g) the registered office of the Company be changed to the address nominated   by the Buyer under clause 11.1(b);   (h) if the Buyer gave notice under clause 11.1(c) requiring the appointment of   a new auditor of the Company, the resignation of the existing auditor be   accepted and the person nominated be appointed, subject to receipt of any   necessary consent to act;   (i) the authorities to operate the Company’s bank accounts be changed in   accordance with the notice given by the Buyer under clause 11.1(d); and   (j) all existing powers of attorney granted by the Company (if any) be revoked,   other than those specified by the Buyer under clause 11.1(e),   (k) but so that a properly constituted board of directors is in existence at all   times;     





 







Corrs Chambers Westgarth           Seller must do the following:   25  at or before Completion, ensure that:   (a) a meeting of the board of directors of Jarl is held at which it is resolved; or   (b) a written resolution of the directors of Jarl is signed, resolving,   that, subject to and with effect from Completion:   (c) the transfers of the Jarl Shares be registered following the payment of any   applicable stamp duty;   (d) existing share certificates for the Jarl Shares be cancelled and new share   certificates be issued in the Buyer’s name;   (e) the resignations of each current director, secretary and public officer of Jarl    be accepted;   (f) the persons nominated by the Buyer under clause 11.1(a) be appointed to   the offices specified in the notice, subject to receipt of any necessary   consents to act;   (g) the registered office of Jarl be changed to the address nominated by the   Buyer under clause 11.1(b);   (h) if the Buyer gave notice under clause 11.1(c) requiring the appointment of   a new auditor of Jarl, the resignation of the existing auditor be accepted and   the person nominated be appointed, subject to receipt of any necessary   consent to act;   (i) the authorities to operate Jarl's bank accounts be changed in accordance   with the notice given by the Buyer under clause 11.1(d); and   (j) all existing powers of attorney granted by Jarl (if any) be revoked, other   than those specified by the Buyer under clause 11.1(e),   (l) but so that a properly constituted board of directors is in existence at all   times; and   26  perform all other obligations to be performed by the Seller at Completion.      1.2 Buyer’s obligations    The Buyer must do the following:   1  Pay to the Seller $15 million and deliver the Second Instalment Banker’s   Undertaking to the Escrow Agent;     2  Cause the Buyer Guarantor to issue the Consideration Shares to the Seller;     





 







Corrs Chambers Westgarth          1.2 Buyer’s obligations    The Buyer must do the following:   3  If the Buyer gave notice under clause 11.1(a) requiring a person to be appointed   as a director, secretary or public officer of the Company, a consent to act signed   by the person (in a form reasonably acceptable to the Seller) and if the Buyer   gave notice under clause 11.1(c) requiring the appointment of a new auditor of   the Company, deliver to the Company at Completion a duly signed consent by the   auditor to act for the Company;    4  If the Buyer gave notice under clause 11.1(a) requiring a person to be appointed   as a director, secretary or public officer of Jarl, a consent to act signed by the   person (in a form reasonably acceptable to the Seller) and if the Buyer gave   notice under clause 11.1(c) requiring the appointment of a new auditor of Jarl,   deliver to Jarl at Completion a duly signed consent by the auditor to act for Jarl;   and   5  The replacement Bank Guarantees pursuant to clause 10.2.   6  perform all other obligations to be performed by the Buyer at Completion.    2 Parties’ obligations after Completion   As soon as reasonably practicable after Completion, the Buyer must lodge with   ASIC for registration:   (a) the ASIC Forms delivered by the Seller under schedule 6 (1.1); and   (b) ASIC Forms 484 notifying the changes of directors, secretaries,   registered office and members arising from Completion.        





 







Corrs Chambers Westgarth       page 81   Share Sale and Purchase Deed    Schedule 7   Seller Warranty Mechanics   1 Seller warrants to the Buyer   1.1 Seller Warranties true and accurate   The Seller warrants and represents to the Buyer that each of the Seller   Warranties is true, complete and accurate in all material respects as at both:   (a) the Execution Date; and   (b) the Completion Time,   except that if a Seller Warranty is expressed to be given at a particular time,   that Seller Warranty is given only at that time.   1.2 Indemnity for breach of Seller Warranties   The Seller indemnifies the Buyer against, and must pay to the Buyer on   demand an amount equal to, all Loss suffered or incurred by the Buyer arising   from or in connection with a breach of the Seller Warranties, except to the   extent that the Seller Warranty or the Seller’s liability for the Loss is limited or   qualified under this schedule 7.   1.3 Seller Warranties construed independently   Each Seller Warranty must be construed independently and is not limited by   reference to another Seller Warranty.   1.4 Seller Warranties survive Completion   Each Seller Warranty will remain in full force and be binding despite   Completion.   1.5 Reliance   (a) The Seller acknowledges that the Buyer has entered into, and will   Complete, this Deed in reliance on the Seller Warranties.   (b) The Buyer:   (i) acknowledges that the only statements, representations and   warranties by or on behalf of the Seller on which the Buyer has   relied in entering into and performing this Deed are those   expressly set out in this Deed (including in the Seller Warranties);   and   (ii) agrees that any Claim for breach of Seller Warranties by the Buyer   must be based solely on, and limited to, the express provisions of   this Deed and that, to the maximum extent permitted by law, all   terms and conditions that may be implied by law in any jurisdiction     





 







Corrs Chambers Westgarth          and which are not expressly set out in this Deed are excluded, or,   if they cannot be excluded, the liability under them is limited to the   maximum extent permitted by law.   1.6 Benefit of Seller Warranties    The Seller Warranties are given for the benefit of the Buyer and may not be   relied on by any other person.   1.7 No termination for breach of Seller Warranties   After Completion, a breach of any of the Seller Warranties does not entitle the   Buyer to terminate or rescind this Deed.   2 Qualifications and limitations in relation to Seller   Warranties   2.1 Disclosure, Buyer’s knowledge and Public Records   The Buyer must not claim that any fact, matter or circumstance renders any of   the Seller Warranties untrue or inaccurate or causes them to be breached, and   the Seller is not liable to the Buyer in respect of such a Warranty Claim, if that   fact, matter or circumstance is:   (a) fairly disclosed or fairly recorded in the Disclosure Material, so that the   Buyer could reasonably be expected to consider and understand the   nature, import and significance of the fact, matter or circumstance   disclosed or recorded;    (b) known to the Buyer on or before the Execution Date, or which ought   reasonably to have been known to the Buyer on or before the Execution   Date if it had made all reasonable enquiries of its officer, employees,   agents and advisers; or   (c) available by public searches or inspection of the Public Records.   2.2 Awareness   (a) Where a Seller Warranty or other provision of this Deed is qualified by   ‘as far as the Seller is aware’ or ‘of which the Seller is aware’ or with a   similar qualification as to the Seller’s awareness or knowledge, the Seller   will be deemed to know or be aware of a particular fact, matter or   circumstance only if any of the directors or managers of the Seller or the   Seller Affiliates are actually aware of that fact, matter or circumstance on   the date the Warranty is given or at the relevant time (as applicable).   2.3 Time limits   The Seller is not liable to the Buyer in respect of a Warranty Claim unless the   Buyer gives notice of the Warranty Claim (including a notice under   schedule 7 (4)) to the Seller:   (a) in the case of the Tax Warranties, on or before the date which is   six years after the Completion Date;      





 







Corrs Chambers Westgarth          (b) in the case of the Environmental Warranties, on or before the date which   is 24 months after the Completion Date; and   (c) in the case of all other Seller Warranties, on or before the date which is   12 months after the Completion Date.   2.4 Minimum amount for Seller Warranty Claims   (a) The Buyer must not make a Warranty Claim against the Seller unless the   amount claimed in respect of the individual Warranty Claim (or Warranty   Claims of substantially the same nature and arising out of substantially   the same facts, matters or circumstances) exceeds $50,000.   (b) The Seller is not liable to the Buyer in respect of a Warranty Claim   unless:   (i) the amount finally adjudicated or agreed to be payable in respect   of the individual Warranty Claim (or Warranty Claims of   substantially the same nature and arising out of substantially the   same facts, matters or circumstances) exceeds $50,000; and   (ii) the aggregate amount finally adjudicated or agreed to be payable   in respect of all Warranty Claims permitted to be made under   schedule 7 (2.4(b)(i)) is more than $50,000.    2.5 Maximum liability for Seller Warranty Claims   (a) The maximum aggregate liability of the Seller to the Buyer in respect of   (i) all Warranty Claims in respect of Seller Warranties which are not   Title Warranties is 50% of the Base Purchase Price; and    (ii) all Warranty Claims in respect of Title Warranties, in aggregate is   100% of the Base Purchase Price:   (A) less any amount for which the Seller is liable under   schedule 7 (2.5(a)(i)); and   (B) plus any amount repaid to the Seller under schedule 7 (3).   2.6 General limitations   The Seller is not liable to the Buyer in respect of a Warranty Claim:   (a) to the extent that:   (i) provision has been made in the  Dingo Field Completion Accounts   for the Loss the subject of the Warranty Claim; and   (ii) the provision is taken into account in calculating the Dingo Field   Costs or  the Total Purchase Price,   as evidenced by the Dingo Field Completion Accounts, but only to the   extent that the provision is taken into account;   (b) in respect of the Dingo Field Costs, to the extent that the fact, matter or   circumstance giving rise to the Warranty Claim was known to the Buyer   on or before the date for payment of the Dingo Field Costs, and any such     





 







Corrs Chambers Westgarth          Warranty Claim has been compromised as part of the Buyer agreeing, or   being deemed under schedule 3  to have agreed with, the calculation of   that amount, but only to the extent of the amount compromised;   (c) to the extent that the Loss which is the subject of the Warranty Claim is   actually recovered under an indemnity in clauses 17.1;     (d) to the extent that it is based on a forecast, estimate, projection or opinion   as to the future (including in relation to revenue, turnover or profits of the   Company or Jarl) given by the Seller or any person acting or purporting   to act on their behalf (including any officer, employee, agent or advisor).    Without limiting this schedule 7 (2.6(d)):   (i) no warranty is given or representation made by the Seller that any   such forecast, projection or opinion will be met or achieved; and   (ii) if the Buyer has received opinions, estimates, projections,   business plans, budget information or forecasts in connection with   the Company or Jarl (including in connection with any financial   analysis or modelling conducted by the Buyer or any of their   representatives or advisers), the Buyer acknowledges and agrees   that:   (A) there are uncertainties inherent in attempting to make these   opinions, estimates, projections, business plans, budgets   and forecasts and the Buyer is familiar with these   uncertainties; and   (B) the Buyer is taking full responsibility for making its own   evaluation of the adequacy and accuracy of all opinions,   estimates, projections, business plans, budgets and   forecasts furnished to it;   (e) to the extent that the Warranty Claim is increased as a result of action   taken or not taken as the case may be, by the Seller after consultation   with and with the prior written approval of the Buyer (other than pursuant   to schedule 7 (5.3));   (f) to the extent that the Warranty Claim is as a result of or in consequence   of any voluntary act, voluntary or negligent omission, transaction or   arrangement of, or on behalf of, the Buyer, the Company or Jarl after   Completion (unless the act, omission, transaction or arrangement occurs   pursuant to an express right under this Deed);   (g) to the extent that the Warranty Claim is as a result of or arises from:   (i) the enactment or amendment of any legislation or regulations;   (ii) a change in the judicial or administrative interpretation of the law;   or   (iii) a change in the practice or policy of any Government Agency,     





 







Corrs Chambers Westgarth          after the Execution Date, including legislation, regulations, amendments,   interpretation, practice or policy which takes effect retrospectively;    (h) to the extent that, within 18 months after  written notice being given   under schedule 7 (4) in respect of:   (i) the Warranty Claim; or   (ii) Warranty Claims which, in aggregate, claim an amount in excess   of the amount specified in schedule 7 (2.4(b)(ii)),   none of the following have occurred:   (iii) the Warranty Claim is admitted by the Seller;    (iv) the Warranty Claim is settled between the Buyer and the Seller; or   (v) the Buyer institutes and serves legal proceedings on the Seller in   respect of the Warranty Claim; and   (i) to the extent that schedule 7 (3(b)) applies to the Warranty Claim.   2.7 Indirect and consequential Loss   The Seller is not liable to the Buyer for any Loss suffered or incurred by the   Buyer arising from or in connection with a breach of the Seller Warranties or   any other breach by the Seller of this Deed:   (a) which does not arise naturally or in the ordinary course of things from   that breach; or   (b) which constitutes, or arises from or in connection with:   (i) a loss of revenue, profit or opportunity;   (ii) a loss of goodwill; or   (iii) a loss of business reputation,   even if such Loss arises naturally or in the usual course of things from   that breach.   2.8 Mitigation of Loss   The Buyer must mitigate its Loss in respect of any Warranty Claim, and the   Seller’s liability (including under the indemnity in schedule 7 (1.2)) in respect of   the Loss suffered or incurred by the Buyer, the Company or Jarl arising from or   in connection with the relevant breach of the Seller Warranties will be reduced   to the extent that the Buyer fails to do so.   2.9 Circumstances where qualifications and limitations do not apply   None of the limitations in schedule 7 (2) apply to a Warranty Claim to the   extent that it arises from or in connection with, or is increased as a result of,   any deception or fraud by or on behalf of the Seller.     





 







Corrs Chambers Westgarth          3 Recovery from third parties   (a) After Completion, the Buyer must use, and must ensure that the   Company and Jarl uses, all reasonable endeavours to seek any payment   which the Buyer, the Company or Jarl may be entitled to receive from a   person other than the Seller (including an insurer) in recovery or   reimbursement of, or compensation for, the Loss suffered or incurred by   the Buyer, the Company or Jarl arising from or in connection with a   breach of the Seller Warranties.   (b) The Seller is not liable to the Buyer for any Loss suffered or incurred by   the Buyer arising from or in connection with a breach of the Seller   Warranties to the extent that the Buyer, the Company or Jarl is entitled to   receive a payment from a person other than the Seller (including an   insurer) in recovery or reimbursement of, or compensation for, the Loss   suffered or incurred by the Buyer, the Company or Jarl arising from or in   connection with a breach of the Seller Warranties.   4 Procedures for Warranty Claims   4.1 Notice of Warranty Claims   The Buyer, on a no names basis, must give written notice to the Seller if:   (a) a Third Party Claim is made;   (b) a Tax Demand is made; or    (c) it becomes aware of any other fact, matter or circumstance, relating to a   Third Party Claim; or   (d) a Government Authority commences or gives notice of its intention to   commence an audit or investigation;   which gives rise, or is likely to give rise, to a Warranty Claim.   4.2 Timing and content of notice   (a) The Buyer, subject to not breaching its confidentiality obligations, must   give the notice under schedule 7 (4.1) to the Seller of:   (i) a Third Party Claim under schedule 7 (4.1(a)) as soon as   reasonably practicable after becoming aware of that Third Party   Claim and, in any event, within 5 Business Days of:   (A) receiving written notice of the Third Party Claim from the   relevant third party; or   (B) being served with any legal proceedings in connection with   the Third Party Claim,   and the notice must set out full details of:   (C) the Third Party Claim; and   (D) the potential Warranty Claim;     





 







Corrs Chambers Westgarth          (ii) a Tax Demand under schedule 7 (4.1(b)) as soon as reasonably   practicable after becoming aware of that Tax Demand and, in any   event, within sixty Business Days of:   (A) receiving written notice of the Tax Demand from the relevant   Government Agency; or   (B) receiving any enquiries relating to any actual investigation or   audit of the Company or Jarl by the relevant Government   Agency,   and the notice must set out full details of:   (C) the Tax Demand; and   (D) the potential Warranty Claim; and   (iii) a fact, matter or circumstance under schedule 7 (4.1(c)), as soon   as reasonably practicable after becoming aware of, and   understanding the nature, import and significance of the fact,   matter or circumstance, and the notice must set out full details of   those facts, matters or circumstances and the potential Warranty   Claim.   (b) The Buyer, subject to not breaching its confidentiality obligations, must   also, on an ongoing basis, keep the Seller reasonably informed of all   material developments in relation to a Warranty Claim notified under   schedule 7 (4.1(a) and (b)).   (c) The Buyer must include full details of the matters outlined in   schedule 7 (4.2(a) and (b)) only to the extent they are known to the   Buyer, the Company or Jarl and are properly able to be disclosed without   loss of client legal privilege or other legal privilege.   5 Conduct of Third Party Claims and Tax Demands   5.1 No admission   The Buyer must not, and must ensure that the Company or Jarl does not:   (a) accept, compromise or pay;   (b) agree to arbitrate, compromise or settle; or   (c) make any admission or take any action in relation to,    a Third Party Claim or Tax Demand which may lead to liability on the part of   the Seller under a Warranty Claim without the Seller’s prior written approval   (which must not be unreasonably withheld or delayed).   5.2 Defence of claim   Within 40 Business Days after receipt of a notice under schedule 7 (4.1(a)   or (b)) in respect of a Third Party Claim or Tax Demand, the Seller may, by     





 







Corrs Chambers Westgarth          written notice to the Buyer, at the cost of the Seller assume the conduct of the   defence of the Third Party Claim or Tax Demand.   5.3 Seller assumes conduct   (a) If the Seller gives notice to the Buyer under schedule 7 (5.2):   (i) Subject to schedule 7 (5.3(c)) and to the Seller complying with   schedule 7 (5.3(b)), the Buyer must at the cost of the Seller:   (A) take, and must ensure that the Company and Jarl takes, all   action reasonably requested by the Seller to avoid, contest,   compromise or defend the Third Party Claim or Tax   Demand, including using professional advisers nominated by   the Seller;   (B) provide, and must ensure that the Company and Jarl   provides, all reasonable assistance requested by the Seller   in relation to the Third Party Claim or Tax Demand, including   providing access to witnesses and documentary or other   evidence relevant to the Third Party Claim or Tax Demand,   allowing it and its advisers to inspect and take copies of all   relevant books, records, files and documents, and providing   it with reasonable access to the personnel, premises and   chattels of the Buyer, the Company and Jarl; and   (ii) in conducting any proceedings or actions in respect of that Third   Party Claim or Tax Demand, the Seller must:   (A) act in Good Faith;   (B) liaise with the Buyer in relation to the defence of the Third   Party Claim or Tax Demand;   (C) provide the Buyer with reasonable access to a copy of any   notice, correspondence or other document relating to the   Third Party Claim or Tax Demand;   (D) on an ongoing basis, keep the Buyer reasonably informed of   all material developments in relation to the Third Party Claim   or Tax Demand; and   (E) if it has engaged lawyers to act on behalf of the Buyer, the   Company or Jarl, instruct its lawyers on behalf of both the   Seller on the one hand and the Buyer, the Company or Jarl   on the other hand, so that client legal privilege attaches to   any communications by those lawyers for the benefit of both   the Seller and the Buyer, the Company or Jarl.   (b) The Seller indemnifies the Buyer and its Related Bodies Corporate, the   Company and Jarl against any and all Loss arising from or in connection   with any action or assistance given by them under schedule 7 (5.3(a)).    The Seller must pay any amount which is the subject of this indemnity   within 30 days of the date on which the Buyer or its Related Bodies     





 







Corrs Chambers Westgarth          Corporate, the Company or Jarl provides satisfactory evidence to the   Seller that:   (i) the Buyer or its Related Bodies Corporate, the Company or Jarl   has incurred a liability for the amount;   (ii) the amount is due and payable; and   (iii) the Buyer or its Related Bodies Corporate, the Company or Jarl   has complied with its obligations under this Deed and is entitled to   be indemnified under this Deed for the amount.   (c) The Buyer is not required to comply with schedule 7 (5.3(a)) to the   extent that:   (i) an act or omission otherwise required by the Buyer or its Related   Bodies Corporate, the Company or Jarl under that paragraph may,   in the reasonable opinion of the Buyer, lead to a loss of client legal   privilege or other legal privilege in relation to a matter or document;   (ii) it is inconsistent with a right an insurer may have in respect of the   relevant Third Party Claim or Tax Demand; or   (iii) the Buyer, acting reasonably, considers that an act or omission   otherwise required by the Buyer or its Related Bodies Corporate,    the Company or Jarl under that paragraph would or may:   (A) materially prejudice the goodwill or reputation of the   Business, or any material commercial relationship of the   Buyer, the Company or Jarl; or   (B) have a material adverse effect on the Business.   5.4 Buyer assumes conduct   (a) If the Seller advises the Buyer that the Seller does not wish to assume   the conduct of the defence of the Third Party Claim or the Tax Demand,   or it does not give notice under schedule 7 (5.2), subject to not   breaching its confidentiality obligations:   (i) subject to schedule 7 (5.4(b)), the Buyer must, and must ensure   that the Company or Jarl which are conducting any proceedings or   actions in respect of that Third Party Claim or the Tax Demand:   (A) acts in Good Faith;   (B) liaises with the Seller in relation to the defence of the Third   Party Claim or Tax Demand; and   (C) provides the Seller with reasonable access to a copy of any   notice, correspondence or other document relating to the   Third Party Claim or Tax Demand; and   (ii) the Seller must provide to the Buyer and its Related Bodies   Corporate, the Company and Jarl such information and assistance   as they reasonably require to assist them to avoid, dispute, resist,     





 







Corrs Chambers Westgarth          defend, appeal, compromise or mitigate the Third Party Claim or   Tax Demand.   (b) The Buyer is not required to comply with schedule 7 (5.4(a)(i)) to the   extent that an act or omission otherwise required by the Buyer or its   Related Bodies Corporate, the Company or Jarl under that paragraph   may, in the reasonable opinion of the Buyer, lead to a loss of client legal   privilege or other legal privilege in relation to a matter or document.     





 







Corrs Chambers Westgarth          Schedule 8   Seller Warranties   1 Capacity of the Seller   1.1 The Seller is duly incorporated and validly exists under the law of its place of   incorporation.   1.2 The execution, delivery and performance of this Deed:   (a) has been properly authorised by all necessary corporate action of the   Seller;   (b) does not and will not (with or without the lapse of time, the giving of   notice or both) contravene, conflict with or result in a breach of or default   under:   (i) any provision of its constitution;    (ii) any material term or provision of any security arrangement,   undertaking, agreement or deed to which it is a party or is subject   to or by which it is bound; or   (iii) any writ, order or injunction, judgment, law, rule or regulation to   which it is a party or is subject to or by which it is bound.   1.3 The Seller has full corporate power and lawful authority to execute and deliver   this Deed and to consummate and perform its obligations under this Deed.   1.4 This Deed constitutes a legal, valid and binding obligation on the Seller   enforceable in accordance with its terms.   2 Solvency of the Seller   2.1 The Seller has not received a deregistration notice under section 601AB of the   Corporations Act or any communication from ASIC that might lead to such   notice or applied for deregistration under section 601AA of the Corporations   Act (or received a notice or communication, or applied, under any equivalent   laws of another jurisdiction).   2.2 No order has been made, or application or other process filed or threatened, or   resolution passed or a notice of intention given to pass a resolution for the   winding up or dissolution of the Seller and there are no facts, matters or   circumstances justifying commencement of any such action.   2.3 No Controller has been appointed in respect of any property of the Seller and   there are no facts, matters or circumstances justifying any such appointment.     





 







Corrs Chambers Westgarth          2.4 No liquidator, provisional liquidator or administrator or person having a similar   or analogous function under the law of any jurisdiction has been appointed in   respect of the Seller and, the Seller is not aware, of any facts, matters or   circumstances justifying such an appointment.   2.5 The Seller has not entered into or taken steps or proposes to enter into, any   arrangement (including a scheme or arrangement or deed of company   arrangement), composition or compromise for the benefit of all or any class of   its creditors or members or a moratorium involving any of them.   2.6 No distress, attachment or execution has been levied or become enforceable   against the Seller or any of its assets, and, the Seller is not aware of any facts,   matters or circumstances justifying such a writ.   2.7 The Seller is able to pay its debts as and when they fall due.   2.8 The Seller is not taken under applicable laws to be unable to pay its debts, and   has not stopped or suspended, or threatened to stop or suspend, payment of   all or a class of its debts.   3 Solvency of the Company and Jarl    3.1 Neither the Company nor Jarl have received a deregistration notice under   section 601AB of the Corporations Act or any communication from ASIC that   might lead to such notice or applied for deregistration under section 601AA of   the Corporations Act (or received a notice or communication, or applied, under   any equivalent laws of another jurisdiction).   3.2 No order has been made, or application or other process filed or threatened, or   resolution passed or a notice of intention given to pass a resolution for the   winding up or dissolution of the Company or Jarl and there are no facts,   matters or circumstances justifying commencement of any such action.   3.3 No petition or other process for winding-up or dissolution has been presented   or threatened in writing against the Company or Jarl and, as far as the Seller is   aware, there are no facts, matters or circumstances justifying such a petition or   other process.   3.4 No Controller has been appointed in respect of any property of the Company or   Jarl and there are no facts, matters or circumstances justifying any such   appointment.   3.5 No liquidator, provisional liquidator or administrator or person having a similar   or analogous function under the law of any jurisdiction has been appointed in   respect of the Company or Jarl and, as far as the Seller is aware, there are no   facts, matters or circumstances justifying such an appointment.   3.6 Neither the Company nor Jarl have entered into or taken steps or proposes to   enter into, any arrangement (including a scheme of arrangement or deed of   company arrangement), composition or compromise for the benefit of all or any   class of its creditors or members or a moratorium involving any of them.     





 







Corrs Chambers Westgarth          3.7 No distress, attachment or execution has been levied or become enforceable   against the Company or Jarl or any of its assets, and, as far as the Seller is   aware, there are no facts, matters or circumstances justifying such a writ.   3.8 Neither the Company nor Jarl is taken under applicable laws to be unable to   pay its debts, and has not stopped or suspended, or threatened to stop or   suspend, payment of all or a class of its debts.   4 Share capital and corporate structure   4.1 The Seller is the legal and beneficial owner of all of the Sale Shares.   4.2 The Sale Shares:   (a) constitute all the issued share capital of the Company and Jarl;   (b) on Completion will be free of all Encumbrances and other third party   interests or rights (other than Permitted Encumbrances);   (c) are fully paid and no money is owing in respect of them; and   (d) are the only securities on issue by the Company and Jarl.   4.3 The Company and Jarl are not under any obligation to issue, and no person   has a right to call for the issue or transfer (or to restrict the free transfer) of, any   share or other security in the Company or Jarl at any time.   4.4 The Company and Jarl:   (a) have full power to own their respective assets and their respective   businesses and to carry on their respective businesses as they are   currently conducted;   (b) are not registered and are not required to be registered in any place   outside their respective places of incorporation; and   (c) are duly incorporated under the laws of the jurisdictions respectively   specified in relation to them in schedules 1 (2) and 1(3).   4.5 The Company and Jarl are not the registered holders or beneficial owners of:   (a) any shares in any other company;   (b) any units in any unit trust; or   (c) any other ownership interests in any other entity.   4.6 The Data Room Documentation contains an accurate and current copy of the   constitution of the Company, being 9.5.4.     4.7 The Data Room Documentation contains an accurate and current copy of the   constitution of Jarl, being 9.6.4.     4.8 Neither the Company nor Jarl have received notice of any application or   intended application for rectification of its register of members or of any other   register which it is required by law to maintain and, the Seller is not aware of     





 







Corrs Chambers Westgarth          any facts, matters or circumstances which are likely to justify or give rise to any   such application.   5 Year End Accounts - not used    6 Compliance   6.1 So far as the Seller is aware, there are no instances of non-compliance by the   Company and Jarl with applicable laws in relation to the conduct of the   Business or the ownership and use of the Assets and Seller Assets where such   non-compliance would result in a liability or restriction materially and adversely   affecting the Business (taken as a whole).   6.2 As far as the Seller is aware, the Company and Jarl hold all statutory licences,   permits, consents and Authorisations necessary for the proper carrying on of   their respective activities all of which are:   (a) fully paid up;   (b) being materially complied with;   (c) in full force and effect; and   (d) not liable to be revoked in whole or in part.   6.3 No notice received by the Company or Jarl from any Government Agency   remains outstanding which affects or relates to the Business or any of the   Assets and Seller Assets which is likely to give rise to any material adverse   consequences to the Business.   6.4 The Seller is not aware of any facts, matters or circumstances that may   prejudice the continuance or renewal of the statutory licenses, permits,   consents and Authorisations referred to in schedule 8 (6.2) in their current   form.   6.5 All accounts, books, ledgers and financial and other records of the Company   and Jarl have been maintained in accordance with applicable laws and are up   to date in all material respects and are in the possession or under the control of   the Company and Jarl (as applicable).   7 Information   The Data Room Documentation as a whole was compiled in Good Faith and   for the purposes of informing prospective purchasers of the Sale Shares about   the Sale Shares, the Company and Jarl.   8 Litigation   8.1 There are no Proceedings commenced by or against the Company or Jarl.     





 







Corrs Chambers Westgarth          8.2 The Company and Jarl have not received any written notice of Proceedings   commenced against the Company or Jarl.   8.3 No written notice has been given or received by the Company or Jarl in relation   to any potential Proceedings.   8.4 The Seller is not aware of any facts, matters or circumstances, which are likely   to give rise to any Proceedings by or against the Company.   8.5 There is no:   (a) unsatisfied judgment, order or award outstanding against the Company   or Jarl; or   (b) execution or process of any court or authority issued against or levied or   enforceable upon or against the Company or Jarl, the Assets or the Sale   Assets, whether or not such execution or process has been stayed.   8.6 No investigation or inquiry by any parliament, parliamentary committee or body,   Government Agency or External Administrator is in progress or pending or   announced or threatened in writing in connection with the Company or Jarl.   9 Financial obligations and receivables   9.1 Neither the Company nor Jarl have any Third Party Debt.   9.2 Neither the Company nor Jarl have received any notice which remains   outstanding in relation to an event of default or non-compliance in relation to   any Third Party Debt or under any Security Interest given by the Company or   Jarl in respect of such Third Party Debt, or which requires the repayment of   any Third Party Debt before its due date for payment for any reason.   9.3 As far as the Seller is aware, there are no existing or unremedied events of   default or non-compliance in relation to any Third Party Debt or under any   Security Interest given by the Company or Jarl in respect of such Third Party   Debt and there are no other facts, matters or circumstances which are likely to   (whether immediately or after notice or lapse of time) entitle a person to require   the repayment of any Third Party Debt before its due date for payment for any   reason or to enforce any Security Interest given by the Company or Jarl in   respect of such Third Party Debt.   9.4 Neither the Company nor Jarl have issued any debentures, bonds (other than   performance bonds), notes or similar debt instruments under which it has any   outstanding liability.   9.5 The notices by the Seller under clause 11.2, when given and at the time given,   will contain materially accurate details of the information required under that   clause.   9.6 As far as the Seller is aware, there are no guarantees or securities given by a   person other than the Company or Jarl before Completion in respect of the   respective obligations of the Company or Jarl, other than those described in   schedule 11 (1).     





 







Corrs Chambers Westgarth          9.7 Neither the Company nor Jarl has given any guarantees or securities before   Completion in respect of the obligations of another person, other than those   described in schedule 12(3).   9.8 There is no action by any other person which might adversely affect the   registration, enforcement or priority of any Security Interest registered on the   PPS Register by the Company or Jarl as the secured party.   9.9 At Completion the Company and Jarl have paid all Royalty Interests.   9.10 Neither the Seller nor the Seller Affiliates receive directly or indirectly royalties   from a Non-MPA Royalty Interest.   10 Assets   10.1 The Assets are:   (a) legally and beneficially owned by the Company except the Petroleum   Tenements in respect of which the Company is the registered holder of   the relevant licence and holds all legal and beneficial rights to be so   registered;   (b) fully paid for; and   (c) at Completion, free from all Encumbrances and other third party interests   or rights other than Permitted Encumbrances.   10.2 The Seller Assets are:   (a) legally and beneficially owned by the Seller and Seller Affiliates;   (b) fully paid for; and   (c) at Completion, free from all Encumbrances and other third party interests   or rights other than Permitted Encumbrances.   10.3 The Petroleum Tenements are in good standing and the Seller is not aware of   any fact, matters or circumstances  which might lead to the cancellation or   forfeiture of any of the Petroleum Tenements.   11 Real Property   11.1 Neither the Company nor Jarl have any interest in land except for the   Company's interests in the Properties.   11.2 The Properties comprise all the land and premises owned, used or occupied by   the Company and Jarl as owner, tenant or occupier.   11.3 All deeds and documents necessary to prove title to the Owned Properties are   in the possession or under the control of the Company.   11.4 All deeds and documents necessary to prove title to the Alice Springs Property   are in the possession or under the control of the Seller.     





 







Corrs Chambers Westgarth          11.5 As far as the Seller is aware, except for the Permitted Encumbrances, none of   the Properties is:   (a) affected by any rights of adverse possession, easements, covenants or   rights of way;   (b) affected by any leases, licences or other possessory agreements;   (c) affected by any other Encumbrances; or   (d) the subject of any claim notified to the Seller or the Company in writing   that any third party asserts an ownership interest in the Properties (as   applicable),   which, in any of these cases, would be likely to have a materially adverse effect   on the current use or value of the Properties.   11.6 The Company has the exclusive occupation and quiet enjoyment of the   Properties used or occupied by it.   11.7 The Seller is not in breach of the Business Property Leases.   11.8 The Seller is the legal and beneficial owner of the Alice Springs Property free   from all Encumbrances other than the Permitted Encumbrances.    11.9 As far as the Seller is aware, there is no material breach of, or material default   under, any Lease, agreement, covenant, applicable legislation, regulations or   by-laws in relation to the Properties or their use.   11.10 The Company has not received any third party Claim or any written notice to   rectify any default, vacate or quit or any other notice or demand of a material   nature from any third party in respect of any of the Properties, including in   respect of their use or occupancy by the Company and, as far as the Seller is   aware, there are no facts, matters or circumstances which are likely to entitle a   third party to give any such notice.   11.11 The Company has not received, in relation to the Properties, any notice of any   material breach of any applicable legislation, regulations or by laws (including   that the current use of any of the Properties breaches the requirements of any   relevant planning scheme) which remains undischarged and, as far as the   Seller is aware, there are no facts, matters or circumstances exist which are   likely to constitute or give rise to any such breach.   11.12 The Company has not received a notice, order or resolution of any competent   authority for the compulsory acquisition or resumption of any of the Properties   and, as far as the Seller is aware, there is no proposal for, or facts, matters or   circumstances, which are likely to result in, such a notice, order or resolution.   11.13 Each Lease is valid and binding in accordance with its terms and the Company   is not in material breach of, or material default under, any Lease.   11.14 The Company has not received any notice, order, declaration, report,   recommendation or approved proposal of a Government Agency or other third   party that would materially adversely affect the use of the Properties or require   the expenditure of money on them and, as far as the Seller is aware, there is     





 







Corrs Chambers Westgarth          no proposal for, or facts, matters or circumstances, which are likely to result in,   such a notice, order, declaration, report, recommendation or approved   proposal.   11.15 There is no material dispute between the Company and any Government   Agency having jurisdiction over any of the Properties or any landlord or owner   of a  Leased Property.   11.16 The Company has not agreed to any material assignment, subletting, parting   with possession or surrender of a Leased Property or any part of a Leased   Property.   12 Environmental   12.1 The Company and the Seller has not received any:   (a) written notice of any Claims, investigations, prosecutions or proceedings   brought or threatened against or involving the Company; or   (b) written complaint, order, requirement or notification from any   Government Agency,   in respect of any:   (c) breach of any Environmental Law or any Environmental Authorisation; or   (d) Environmental Matter,   which remains outstanding, and the Seller is not aware, of any facts, matters or   circumstances which are likely to give rise to any such Claims, investigations,   prosecutions, proceedings, complaints, orders, requirements or notifications.   12.2 As far as the Seller is aware, there is no Contamination present in, on, under or   emanating from the Properties or Petroleum Tenements, or in, or under any   other part of the Environment which has originated, or emanated, from the   Properties or Petroleum Tenements, which:   (a) comprises a material non-compliance with any Environmental Law;   (b) is being, or is reasonably likely to be, investigated, monitored, treated,   contained, remediated or removed  under any Environmental Law,   Authorisation or Lease; or   (c) is required to be notified to a Government Agency under any   Environmental Law.   12.3 Each Environmental Authorisation has been obtained and has at all relevant   times been effective so that,  and, so far as the Seller is aware, there are no   facts, matters or circumstances, which are likely to:   (a) constitute a material contravention;   (b) result in the revocation of or variation in any material respect; or   (c) prejudice the continuance or renewal in the name of the Company;     





 







Corrs Chambers Westgarth          of any Environmental Authorisation or Petroleum Tenement.   12.4 Any condition or restriction imposed by any Environmental Authorisation or   Petroleum Tenement has been duly performed and complied with in all   material aspects, and the Seller is not aware of any breach of any condition or   restriction imposed by any Environmental Authorisation or Petroleum   Tenement.   12.5 As far as the Seller is aware, the conduct of the Business and the operation of   the Assets and the Properties are in compliance with all Environmental Laws   and with any condition, requirement or restriction imposed in any   Environmental Authorisation.   12.6 As far as the Seller is aware, the condition of the Environment of any   Petroleum Tenement or Property is such that it does not require the giving of   any notice to a Government Agency pursuant to an Environmental Law.   12.7 There are no Liabilities for breach of an Environmental Law or Environmental   Authorisation for the Company’s disposal of water or other substance at or into   Lake Lewis.    13 Workplace Health and Safety   13.1 Neither the Company nor Jarl have received written notice of any Claims,   investigations or proceedings made or threatened against the Company, Jarl or   employees of the Business in respect of accidents, injuries, disease or any   other harm to the health and safety of employees, contractors or other persons,   made under or as a result of breach (or alleged breach) of any applicable law   and each approved Code of Practice concerning workplace health and safety   and which remain outstanding and, the Seller is not aware of any facts, matters   or circumstances which are likely to give rise to any such Claims, investigations   or proceedings.   14 Employees   The Company has no employees.    15 Superannuation - not used   16 Contracts   16.1 As at the Completion Date, neither Company nor Jarl have entered into any   Contract other than:   (a) in the ordinary course of business; and   (b) on arm's length terms.   16.2 All material Contracts have been identified to the Buyer.      





 







Corrs Chambers Westgarth          16.3 Except for this Deed, as at Completion, neither the Company nor Jarl will have   any Contract or understanding with the Seller or a Seller Affiliate.   16.4 As far as the Seller is aware, neither the Company nor Jarl is in breach of  any   Contract.   16.5 Neither the Company nor Jarl has given or received a notice of termination or   intended termination or material default of any Contract, and the Seller is not   aware of any facts, matters or circumstances, which are likely to lead to the   giving or receiving of any such notice.   16.6 Neither the Seller nor the Company is aware of any current material disputes in   relation to any Contract.   16.7 There are no offers, tenders or quotations made by the Company or Jarl which   are outstanding and capable of acceptance by a third party which would give   rise to a contractual obligation binding on the Company or Jarl.   17 Insurances   17.1 The Data Room Documentation contains complete and accurate particulars of   all insurance policies taken out by or for the benefit of the Company and Jarl.   17.2 The Company and Jarl have, and have had at all material times, valid and   adequate insurances:   (a) which are required by law to be effected by it; and   (b) otherwise in respect of all risks which are normally and prudently insured   against by persons carrying on businesses similar to the Business and   holding assets similar to the Assets for such amounts as are prudent.   17.3 Each of the contracts of insurance and indemnity taken out by the Company   and Jarl in respect of the Business and the material Assets of an insurable   nature (Insurances) is in force and, the Seller is not aware of any facts,   matters or circumstances, which are likely to lead to any of them being void or   voidable, or that would permit an insurer to cancel the Insurances or refuse or   materially reduce a Claim, or materially increase a premium payable in respect   of the Insurances.   17.4 All premiums in respect of the Insurances will have been paid up to the   Completion Date.   17.5 With respect to the Company, Jarl or the Seller, there are no material Claims   made but unpaid under the Insurances.   17.6 As far as the Seller is aware, the Company and Jarl have not failed to give any   notice or present any Claim of which it is aware under any of the Insurances.   18 Taxation    Consolidation     





 







Corrs Chambers Westgarth          18.1 The Company and the Seller have each been members of the Seller   Consolidated Group at all times since 1 July 2003 up to and including the   Completion Date.   18.2 All members of the Seller Consolidated Group, including the Company, have   executed and are parties to the Tax Sharing Agreement.   18.3 The Tax Sharing Agreement is a valid tax sharing agreement under section   721-25(3) of the ITAA 1997 that applies, in respect of each member of the   Seller Consolidated Group, for all periods from the date the relevant member   joined the Seller Consolidated Group up to and including the Completion Date.   18.4 The head company of the Seller Consolidated Group has paid all ‘group   liabilities’ (as defined in section 721-10 of the ITAA 1997) that it is liable to pay   in respect of all periods up to and including the Completion Date on or before   the date on which each of those liabilities became due and payable.   18.5 All contribution amounts or other amounts required to be paid in accordance   with the Tax Sharing Agreement or section 721-35 of the ITAA 1997 that the   Company, or any other entity that has ceased to be a member of the Seller   Consolidated Group, is or may become liable to pay (including exit   contributions) have been or will be paid prior to the Completion Date.   18.6 All amounts required to be paid in accordance with any tax funding agreement   for the Seller Consolidated Group that the Company, or any other entity that   has ceased to be a member of the Seller Consolidated Group, is or may   become liable to pay (including exit contributions) have been or will be paid   prior to the Completion Date.   18.7 The Seller Consolidated Group will elect to apply Subdivision 705-E of the   Income Tax Assessment Act 1997 to any tax cost setting errors of the group   which affect assets of the Company.   Taxes Generally   18.8 The Company is a resident of Australia for Australian Tax purposes and of no   other country and does not have any permanent establishment in a country   outside Australia.   18.9 The Company and Jarl has no Liabilities in respect of unpaid and unassessed   Taxes in respect of matters before Completion.   18.10 All Tax Returns filed on or before Completion (or to be filed after Completion, in   the case of a Pre-Completion Tax Return) for and on behalf of the Company:   (a) have been or will be prepared, made and lodged by the due dates for   filing such returns;   (b) have been prepared or made in accordance with the relevant Tax Law;   (c) have been prepared or made having taken reasonable care and with full   and true disclosure (to the extent required by law); and   (d) do not contain any statement that is false, misleading or deceptive,   whether by omission or otherwise.       





 







Corrs Chambers Westgarth          18.11 The Company has maintained and holds at the Completion Date proper,   accurate and adequate records to enable it to comply with its obligations under   Tax Law.   18.12 Any obligation of the Company under any Tax Law to withhold amounts at   source and/or remit those amounts to a Government Agency has been   complied with.   18.13 There are no current, threatened or pending, and there have not been in the   five years preceding Completion any, disputes, audits or demands as between   the Company (or the representative member of the Seller GST Group) and a   Government Agency, or as between Jarl and a Government Agency, relating to   a Tax matter and the Seller is not aware of any facts, matters or   circumstances, which are likely to give rise to any Tax returns or assessments   in respect of any period ending on or before the Completion Date being   disputed, audited, reviewed or examined or the deprivation of any Tax relief or   advantage that might otherwise have been available to the Company or Jarl   under any Tax Law.   18.14 The share capital account of the Company is not tainted within the meaning of   Division 197 of the ITAA 1997.   18.15 The Company has complied with all obligations under laws relating to Taxes.   GST   18.16 Jarl has not been a member of any GST group.   18.17 The Company has not been a member of any GST group, other than the Seller   GST Group.   18.18 The Company has been a member of the Seller GST Group at all times from   the later of:   (a) the formation of the Seller GST Group; or   (b) if the Company was not eligible to be a member of the Seller GST Group   at the time of its formation, the first date that the Company became   eligible to be a member of the Seller GST Group,   up to the Completion Date.   18.19 The Company does not have, and will not have any liability or will be required   to pay any amount in respect of the Seller GST Group under section 444-90(1)   of Schedule 1 to the TAA.   18.20 Jarl and the representative member of the Seller GST Group has paid all   amounts that it is liable to pay under an indirect tax law in respect of all periods   up to and including the Completion Date on or before the date on which each   of those liabilities became due and payable.   18.21 Jarl and the representative member of the Seller GST Group has not   committed any offence against an indirect tax law.      





 







Corrs Chambers Westgarth          18.22 Jarl and members of the Seller GST Group (including any member who has left   the Seller GST Group) have not participated in any schemes or transactions to   which Division 165 of the GST Act applies or might apply.   18.23 All GST invoices or other documents required to be issued to any person or   agency under the GST Law in respect of all supplies, importations or other   transactions made by Jarl and the Company before Completion have been or   will be correctly prepared and duly issued.   18.24 Jarl and the Company will not have any liabilities after Completion to pay   increased amounts of consideration, or any form of indemnity or gross up, on   account of GST payable by any other person on any supply, importation or   other transaction occurring before Completion.   18.25 Jarl and the Company has not been a party to any contract, deed, arrangement   or understanding in respect of which it is or will become liable to pay GST   without being entitled to increase the consideration payable under the contract,   deed, arrangement or understanding or otherwise seek reimbursement so that   it retains the amount it would have retained but for the imposition of GST   (unless the consideration was explicitly described as being GST inclusive).   18.26 Jarl has not been a participant of any GST Joint Venture.   18.27 The Company has not been a participant of any GST Joint Venture, other than   the Palm Valley GST Joint Venture and previously the Mereenie GST Joint   Venture, of which Santos Limited was the joint venture operator.   18.28 The Company has been a participant of the Palm Valley GST Joint Venture at   all times from the later of:   (a) the formation of the Palm Valley GST Joint Venture; or   (b) if the Company was not eligible to be a participant of the Palm Valley   GST Joint Venture at the time of its formation, the first date that the   Company became eligible to be a participant of the Palm Valley GST   Joint Venture,   up to the Completion Date.   18.29 The Company does not have, and will not have, any liability or be required to   pay any amount in respect of the Palm Valley GST Joint Venture or as far as   the Seller is aware to its actual knowledge without due enquiry the Mereenie   GST Joint Venture, under section 444-80(1) of Schedule 1 to the TAA.   18.30 The joint venture operator of the Palm Valley GST Joint Venture and as far as   the Seller is aware to its actual knowledge without due enquiry of the Mereenie   GST Joint Venture, has paid all amounts that it is liable to pay under an indirect   tax law in respect of all periods up to and including the Completion Date on or   before the date on which each of those liabilities became due and payable.   18.31 The joint venture operator of the Palm Valley GST Joint Venture and as far as   the Seller is aware to its actual knowledge without due enquiry of the Mereenie   GST Joint Venture, has not committed any offence against an indirect tax law.     





 







Corrs Chambers Westgarth          18.32 Members of the Palm Valley GST Joint Venture (including any member who   has left the Palm Valley GST Joint Venture) and as far as the Seller is aware to   its actual knowledge without due enquiry of the Mereenie GST Joint Venture   (including any member who has left the Mereenie GST Joint Venture), have not   participated in any schemes or transactions to which Division 165 of the GST   Act applies or might apply.   Stamp Duty   18.33 Jarl and the Company has not been a party to a transaction or document with   the Seller or any of its Related Bodies Corporate prior to Completion that:   (a) would have been liable to Duty but for relief granted in writing by a   Government Agency; and   (b) will give rise to a liability for Duty as a result of any change of ownership   or control of the Company upon Completion.   18.34 All stamp duties payable on all material contracts, agreements, deeds,   securities or other instruments to which Jarl and the Company is party, or   which have been executed for its benefit, have been assessed and duly paid,   and will be enforceable after Completion without payment of any further stamp   duties.   18.35 No Relief from Stamp Duty has been improperly obtained, nor has any event   occurred as a result of which any such duty from which any Group Entity has   obtained Relief, has become payable.   PRRT   18.36 The Company has not transferred or been required to transfer any exploration   expenditure incurred in respect of any of its interests in projects under the   PRRTA Act to any other company and no such transfer will occur prior to   Completion.   Withholding taxes   18.37 The Company will not have any liabilities after Completion:   (a) to refund amounts incorrectly withheld or deducted on account of tax   from payments or non cash benefits made or provided to another person   before Completion;   (b) to account for or pay any tax due by a non resident in respect of money   or property of which the Company has had the receipt, control or   disposal before Completion;   (c) to account for or pay any tax due on income, profits or capital gains   derived as agent, trustee or otherwise on behalf of another person before   Completion.   Employee and contractor taxes     





 







Corrs Chambers Westgarth          18.38 The Company will not have any liabilities after Completion because of any   failure to withhold, deduct or pay amounts due for or on account of any tax in   respect of any payments or non cash benefits made or provided to employees,   contractors or any other persons providing labour or services before   Completion, including without limit any amounts payable on account of:   (a) PAYG withholding;   (b) fringe benefits tax;   (c) superannuation guarantee charge;   (d) payroll tax;   (e) workers' compensation levies or contributions; or   (f) HECS, HELP, family tax benefit, child support or other social security   items.   18.39 The Company has complied with all obligations in respect of tax file numbers of   employees.   Other taxes   18.40 There are no available diesel fuel rebates.   Rulings   18.41 All tax rulings obtained by the Company or the head company of the Seller   Consolidated Group relating to the activities of the Company before   Completion from any Tax Authority have been disclosed in writing to the Buyer   before the date of this Deed. All assumptions as to facts or otherwise on which   an Tax Authority has relied in giving any such tax ruling have been and will   remain valid up to Completion.   Registrations   18.42 All registrations required to be obtained by the Company in respect of its   activities up to Completion for the purposes of any tax law before Completion   (including without limit any required for the purposes of income tax, GST,   Australian Business Number laws, tax file number laws, PAYG withholding,   payroll tax, land tax, or customs and excise duties) have been duly obtained   and will be duly maintained up to Completion.     





 







Corrs Chambers Westgarth          Schedule 9   Buyer Warranty Mechanics and Buyer Warranties   1 Warranties by Buyer and Buyer Guarantor    1.1 Buyer Warranties true and accurate   Each of Buyer and Buyer Guarantor severally warrant and represent to each   other party that each of the Buyer Warranties, as applicable, are true, complete   and accurate, in respect of itself only, as at each of:   (a) the Execution Date; and   (b) the Completion Time;    except that if a Buyer Warranty is expressed to be given at a particular time,   that Buyer Warranty is given only at that time.   1.2 Buyer Warranties construed independently   Each Buyer Warranty must be construed independently and is not limited by   reference to another Buyer Warranty.   1.3 Buyer Warranties survive Completion   Each Buyer Warranty will remain in full force and be binding despite   Completion.   1.4 Reliance   (a) The Buyer and Buyer Guarantor acknowledge that the Seller has entered   into, and will Complete, this Deed in reliance on the Buyer Warranties.   (b) The Seller:   (i) acknowledges that the only statements, representations and   warranties by or on behalf of the Buyer and Buyer Guarantor on   which the Seller has relied in entering into and performing this   Deed are those expressly set out in this Deed (including in the   Buyer Warranties); and   (ii) agrees that any Claim for breach of Buyer Warranties by the Seller   must be based solely on, and limited to, the express provisions of   this Deed and that, to the maximum extent permitted by law, all   terms and conditions that may be implied by law in any jurisdiction   and which are not expressly set out in this Deed are excluded, or,   if they cannot be excluded, the liability under them is limited to the   maximum extent permitted by law.     





 







Corrs Chambers Westgarth          1.5 Benefit of Buyer Warranties   The Buyer Warranties are given for the benefit of the Seller and may not be   relied on by any other person.   1.6 No termination for breach of Buyer Warranties   After Completion, a breach of any of the Buyer Warranties does not entitle the   Seller to terminate or rescind this Deed.   2 Indemnity for breach of Buyer Warranties   Each of Buyer and Buyer Guarantor indemnifies the Seller against, and must   pay to the Seller on demand an amount equal to, all Loss suffered or incurred   by the Seller arising from or in connection with a breach of the Buyer   Warranties given by the Buyer or Buyer Guarantor, as applicable, except to the   extent that the Buyer Warranty or the Buyer's or Buyer Guarantor’s liability for   the Loss is limited or qualified under clause 22.4 and this schedule 9.   3 Qualifications and limitations in relation to Buyer   Warranties   3.1 Disclosure, Seller's knowledge and public records   The Seller must not claim that any fact, matter or circumstance renders any of   the Buyer Warranties untrue or inaccurate or causes them to be breached, and   the Buyer and the Buyer Guarantor are not liable to the Seller in respect of   such a Warranty Claim, if that fact, matter or circumstance is:   (a) fairly disclosed or fairly recorded in the material disclosed to the Seller by   the Buyer, so that the Seller could reasonably be expected to consider   and understand the nature, import and significance of the fact, matter or   circumstance disclosed or recorded;    (b) known to the Seller on or before the Execution Date, or which ought   reasonably to have been known to the Seller on or before the Execution   Date if it had made all reasonable enquiries of its officer, employees,   agents and advisers; or   (c) available by public searches or inspection of publicly available   documents or registers.   3.2 Time limits   The Buyer and Buyer Guarantor, as applicable, are not liable to the Seller in   respect of a Warranty Claim unless the Seller gives notice of the Warranty   Claim (including a notice and in accordance with the procedure, with the   necessary changes made for Seller Warranty Claims, under schedule 7 (4)) to   the Buyer or Buyer Guarantor:    (a) in the case of a matter in which the Seller or Seller Guarantor made a   specific written due diligence request, and to the extent of information the     





 







Corrs Chambers Westgarth          Buyer Guarantor would have disclosed information but did not do so for   the stated reasons(s) in response to that request, on or before the date   which is 24 months after the Completion Date; and   (b) in the case of all other Buyer Warranties, on or before the date which is   12 months after the Completion Date.    3.3 Minimum amount for Buyer Warranty Claims   (a) The Seller must not make a Warranty Claim against the Buyer or Buyer   Guarantor, as applicable, unless the amount claimed in respect of the   individual Warranty Claim (or Warranty Claims of substantially the same   nature and arising out of substantially the same facts, matters or   circumstances) exceeds $50,000.   (b) The Buyer or Buyer Guarantor, as applicable, is not liable to the Seller in   respect of a Warranty Claim unless:   (i) the amount finally adjudicated or agreed to be payable in respect   of the individual Warranty Claim (or Warranty Claims of   substantially the same nature and arising out of substantially the   same facts, matters or circumstances) exceeds $50,000; and   (ii) the aggregate amount finally adjudicated or agreed to be payable   in respect of all Warranty Claims permitted to be made under   schedule 9(3.3)(b)(i) is more than $50,000.    3.4 General limitations   The Buyer and Buyer Guarantor, as applicable, are not liable to the Seller in   respect of a Warranty Claim:   (a) to the extent that the Warranty Claim is as a result of or in consequence   of any voluntary act, voluntary or negligent omission, transaction or   arrangement of, or on behalf of, the Seller or a Seller Affiliate after   Completion (unless the act, omission, transaction or arrangement occurs   pursuant to an express right under this Deed);   (b) to the extent that the Warranty Claim is as a result of or arises from:   (i) the enactment or amendment of any legislation or regulations;   (ii) a change in the judicial or administrative interpretation of the law;   or   (iii) a change in the practice or policy of any Government Agency,   after the Execution Date, including legislation, regulations, amendments,   interpretation, practice or policy which takes effect retrospectively;    (c) to the extent that, within 18 months after  written notice being given   under schedule 9 in respect of:   (i) the Warranty Claim; or   (ii) Warranty Claims which, in aggregate, claim an amount in excess   of the amount specified in schedule 9 3.3(b)(ii),     





 







Corrs Chambers Westgarth          none of the following have occurred:   (iii) the Warranty Claim is admitted by the Buyer or Buyer Guarantor;    (iv) the Warranty Claim is settled between the Buyer or Buyer   Guarantor and the Seller; or   (v) the Seller institutes and serves legal proceedings on the Buyer or   Buyer Guarantor in respect of the Warranty Claim.   (d) for any Loss suffered or incurred by the Seller arising from or in   connection with a breach of the Buyer Warranties to the extent that the   Seller is entitled to receive a payment from a person (including an   insurer) other than the Buyer in recovery or reimbursement of, or   compensation for, the Loss suffered or incurred by the Seller, the arising   from or in connection with a breach of the Buyer Warranties.   3.5 Maximum liability for Buyer Warranty Claims   The maximum aggregate liability of the Buyer and Buyer Guarantor together   (notwithstanding Buyer and Buyer Guarantor have provided their warranties   separately) to the Seller in respect of all Warranty Claims in respect of Buyer   Warranties is $7.5 million.    3.6 Circumstances where qualifications and limitations do not apply   None of the limitations in schedule 9 (3) apply to a Warranty Claim to the   extent that it arises from or in connection with, or is increased as a result of,   any deception or fraud by or on behalf of the Buyer or Buyer Guarantor.   3.7 Indirect and consequential Loss   Neither the Buyer nor the Buyer Guarantor is liable to the Seller for any Loss   suffered or incurred by the Seller arising from or in connection with a breach of   the Buyer Warranties or any other breach by the Buyer or Buyer Guarantor of   this Deed:   (a) which does not arise naturally or in the ordinary course of things from   that breach; or   (b) which constitutes, or arises from or in connection with:   (i) a loss of revenue, profit or opportunity;   (ii) a loss of goodwill; or   (iii) a loss of business reputation,   even if such Loss arises naturally or in the usual course of things from   that breach.   3.8 Mitigation of Loss   The Seller must, mitigate its Loss in respect of any Warranty Claim, and the   Buyer's and the Buyer Guarantor’s liability in respect of the Loss suffered or   incurred by the Seller arising from or in connection with the relevant breach of   the Buyer Warranties will be reduced to the extent that the Seller fails to do so.     





 







Corrs Chambers Westgarth          3.9 Awareness   Where a provision of this Deed refers to the Buyer’s awareness or knowledge,   the Buyer will be deemed to know or be aware of a particular fact, matter or   circumstance only if any of the Buyer’s directors or managers or any of the   Buyer Guarantor’s directors or managers are actually aware of that fact, matter   or circumstance on the date the Buyer Warranty is given or at the relevant time   (as applicable).   Where a provision of this Deed refers to the Buyer Guarantor’s awareness or   knowledge, the Buyer Guarantor will be deemed to know or be aware of a   particular fact, matter or circumstance only if any of the Buyer Guarantor’s   directors or managers are actually aware of that fact, matter or circumstance   on the date the Buyer Warranty is given or at the relevant time (as applicable).   4 Buyer Warranties   4.1 Capacity   (a) Each of the Buyer and Buyer Guarantor is duly incorporated and validly   exists under the law of its place of incorporation.   (b) The execution, delivery and performance of this Deed:   (i) has been properly authorised by all necessary corporate action of   the Buyer and Buyer Guarantor;   (ii) does not and will not (with or without the lapse of time, the giving of   notice or both) contravene, conflict with or result in a breach of or   default under:   (A) any provision of its constitution;   (B) any material term or provision of any security arrangement,   undertaking, agreement or deed to which it is a party or is   subject to or by which it is bound; or   (C) any writ, order or injunction, judgment, law, rule or regulation   to which it is a party or is subject to or by which it is bound.   (c) The Buyer and the Buyer Guarantor has full corporate power and lawful   authority to execute and deliver this Deed and to consummate and   perform its obligations under this Deed.   (d) This Deed constitutes a legal, valid and binding obligation on each of the   Buyer and Buyer Guarantor enforceable in accordance with its terms.   (e) Neither Buyer nor the Buyer Guarantor is aware of any facts that could   reasonably be expected to have a material adverse effect affecting the   assets or financial condition of the Buyer Group Companies as a whole   which as at the Completion Date have not been accounted for by the   Company in its forecasts, estimates or projections and, which required   disclosure for the purposes of the ASX Listing Rules.     





 







Corrs Chambers Westgarth          4.2 Solvency   (a) Neither the Buyer nor the Buyer Guarantor has  received a deregistration   notice under section 601AB of the Corporations Act or any   communication from ASIC that might lead to such notice or applied for   deregistration under section 601AA of the Corporations Act (or received   a notice or communication, or applied, under any equivalent laws of   another jurisdiction).   (b) No order has been made, or application or other process filed or   threatened, or resolution passed or a notice of intention given to pass a   resolution for the winding up or dissolution of the Buyer or the Buyer   Guarantor and there are no facts, matters or circumstances justifying   commencement of any such action.   (c) No Controller has been appointed in respect of any property of the Buyer   or the Buyer Guarantor and there are no facts, matters or circumstances   justifying any such appointment.   (d) No liquidator, provisional liquidator or person having a similar or   analogous function under the law of any jurisdiction has been appointed   in respect of the Buyer or the Buyer Guarantor and, as far as the Buyer   and Buyer Guarantor is aware, there are no facts, matters or   circumstances justifying such an appointment.   (e) Neither the Buyer nor the Buyer Guarantor has  entered into or taken   steps, and does not propose, to enter into, any arrangement (including a   scheme of arrangement or deed of company arrangement), composition   or compromise for the benefit of all or any class of its creditors or   members or a moratorium involving any of them.   (f) No distress, attachment or execution has been levied or become   enforceable against the Buyer or the Buyer Guarantor or any of its   assets and, as far as the Buyer and Buyer Guarantor is aware, there are   no facts, matters or circumstances justifying such a writ.   (g) Each of the Buyer and Buyer Guarantor is able to pay its debts as and   when they fall due.   (h) Neither the Buyer nor the Buyer Guarantor is taken under applicable   laws to be unable to pay its debts and has not stopped or suspended, or   threatened to stop or suspend, payment of all or a class of its debts.   4.3 Warranties on Consideration Shares   The Buyer Guarantor warrants that as at each of the Completion Date and the   date of issue of the Consideration Shares (if those dates are different):   (a) the Consideration Shares will be issued free from any Encumbrance and   will rank equally with all other Buyer Guarantor Shares on issue in all   respects, including in respect of any rights;      





 







Corrs Chambers Westgarth          (b) the Buyer Guarantor has satisfied all conditions necessary to enable it to   lodge with ASX a notice under section 708A(5)(e)(i) of the Corporations   Act which complies with section 708A(6) of the Corporations Act;   (c) trading in the Buyer Guarantor Shares on ASX was not suspended for   more than a total of five days during the period of 12 months before the   day on which the Consideration Shares are issued;   (d) upon issue, the Consideration Shares will be fully paid and validly issued   and no money will be owing in respect of them;   (e) it has no knowledge of any undisclosed event or circumstance affecting   or relating to the Buyer Guarantor which is presently  disclosable to the   ASX in order to comply with applicable laws or ASX Listing Rules;   (f) the financing arrangements in place or to be put in place with Macquarie   to allow it to fund the Base Purchase Price in whole or in part, do not and   will not require the Buyer Guarantor to issue shares or securities which   would materially dilute the proportion of the total issued Buyer Guarantor   Shares which the Consideration Shares would otherwise represent   relative to the number of the total issued Buyer Guarantor Shares   immediately prior to Completion and allotment of the Consideration   Shares. For the purposes of this paragraph (f), an issue of shares   constituting less than a Material Buyer Share Issue will not represent a   material dilution;   (g) excluding the financing arrangements in place or to be put in place with   Macquarie to allow it to fund the Base Purchase Price in whole or in part,   neither the Buyer Guarantor nor any Buyer Group Company is party to   any material agreement or arrangement creating or which could create   liens, charges encumbrances or other security interests against any   assets owned by a Buyer Group Company outside the ordinary course of   the Buyer Guarantor's or Buyer Group Company's business, nor is the   Buyer Guarantor or any Buyer Group Company subject to any order,   judgement, arbitration award, writ or decree which grants or requires the   creation of liens, charges encumbrances or other security interests   against any assets of the Buyer Guarantor or a Buyer Group Company;   (h)  there are no Proceedings commenced by or as far as the Buyer   Guarantor is aware, against a Buyer Group Company and the Buyer   Guarantor is not aware of any facts or circumstances which could give   rise to any Proceedings in the future which has as at the Execution Date   required disclosure for the purposes of the ASX Listing Rules nor is it   aware that any such Proceedings have been threatened to be brought   against a Buyer Group Company;   (i) no written formal dispute notice has been given or received by a Buyer   Group Company in relation to any potential Proceedings;   (j) excluding options, the Buyer Guarantor is not bound to a transaction that   would or could give rise to a Material Buyer Share Issue;      





 







Corrs Chambers Westgarth          (k) there are no claims, allegations or demands which any Buyer Group   Company has received, requiring disclosure for the purposes of the ASX   Listing Rules, nor is the Buyer Guarantor aware of any circumstances or   events which may give rise to such claims, allegations or demands,   relating to any of the material contracts, arrangements or agreements to   which any Buyer Group Company is a party as at the Execution Date   requiring disclosure for the purposes of the ASX Listing Rules;   (l) none of the petroleum tenements in which any Buyer Group Company   has an interest is subject to forfeiture,  cancellation, or revocation (other   than pursuant to and to the extent of a compulsory relinquishment,   cancellation or surrender required under the Petroleum Act 1984 (NT),   the Petroleum Act 1923 (Qld) or the Petroleum and Gas (Production and   Safety) Act 2004 (Qld) or the terms of the tenement) and the Buyer   Guarantor are not aware of any circumstances or events that could lead   to any such action being taken, nor as at the Execution Date has a   voluntary surrender final decision been made for such petroleum   tenements by any member of the Buyer Group Company;   (m) Neither the Buyer Guarantor nor any other Buyer Group Company  is    subject to any line of credit or financing facility which would allow the   financier or a third party to require a Material Buyer Share Issue as a   result of or consequent upon Completion or the entry into of this Deed;   (n) none of the Buyer Guarantor or any Buyer Group Company has any   material debt or liability except as fully disclosed to the ASX;   (o) neither, the Buyer Guarantor nor any Buyer Group Company has any   contingent liabilities, off-balance sheet liabilities, or partnership liabilities,   tax liabilities, forward or long term commitments or unrealized or   anticipated losses from any unfavourable commitments, incurred outside   the ordinary course of the Buyer Guarantor’s business, which has   required disclosure for the purposes of the ASX Listing Rules;    (p) neither the Buyer Guarantor has received any notice which remains   outstanding in relation to an event of default or non-compliance in   relation to any debts or under any Security Interest given by the Buyer   Guarantor or a Buyer Group Company in respect of any debt or financial   facility, or which requires the repayment of any debt before its due date   for payment for any reason;   (q) as far as the Buyer Guarantor is  aware, there are no existing or   unremedied events of default or non-compliance in relation to any debt   or under any Security Interest given by the Buyer Guarantor or any   Buyer Group Company and there are no other facts, matters or   circumstances which are likely to (whether immediately or after notice or   lapse of time) entitle a person to require the repayment of any debt   before its due date for payment for any reason or to enforce any Security   Interest given by the Buyer Guarantor or any Buyer Group Company;      





 







Corrs Chambers Westgarth          (r) the Buyer Guarantor has not issued any debentures, bonds, notes or   similar debt instruments under which it has any outstanding liability;   and   (s) the Buyer Guarantor is in compliance with its periodic and continuous   disclosure obligations under the ASX Listing Rules and the Corporations   Act and has, to the extent required under the ASX Listing Rules and   Corporations Act, disclosed to ASX all material information concerning   the assets and liabilities, financial position and performance and profits   and losses of the Buyer Guarantor and its business operations of which   the Buyer Guarantor is aware.   4.4 Warranties on Central Petroleum Tenements   The Buyer Guarantor warrants that as at each of the Completion Date and the   date of issue of the Consideration Shares (if those dates are different):   (a) Other than as disclosed to the ASX, there are no private royalty interests   relating to any of the Central Petroleum Tenements and there is no   matter, issue or dispute relating to any private royalty interests affecting   the Central Petroleum Tenements which has required disclosure for the   purposes of the ASX Listing Rules. For the purposes of this paragraph   (a), a private royalty interest excludes any royalties or other payments   payable or paid to the Central Land Council or other Traditional Owners   of the land on which the Buyer Guarantor conducts its operations.   (b) The Central Petroleum Tenements are in good standing.   (c) Neither the Buyer Guarantor nor any relevant Buyer Group Company is   aware of any breach under any of the Central Farm-out Agreements and   there are no grounds or circumstances of which the Buyer Guarantor is   aware which could give rise to any such breach.   (d) Other than transfers permitted under the Central Farm-out Agreements,   there are no grounds or circumstances known to the Buyer Guarantor   which would allow the farminees under any of the Central Farm-out   Agreements to claim to acquire or to require the forfeiture of the interests   of the Buyer Guarantor or the relevant Buyer Group Company in the   Central Petroleum Farm-out Petroleum Tenements.     





 







Corrs Chambers Westgarth          Schedule 10   Properties   1 Owned Properties    Registered   Proprietor   Street address Title   particulars   Description    None         2 Leased Properties    Lessee Registered   Proprietor   Street address   and title   particulars   Description    None            3 Seller Owned Properties   Registered   Proprietor   Street address Title   particulars      Magellan   Petroleum   Australia Pty Ltd    8 Coulthard Court,   Alice Springs,   Northern Territory   Allotment 4914      4 Business Leasehold Properties   Registered   Proprietor   Street address Title   particulars      167 Eagle Street   Pty Ltd ACN 096   451 017   Level 1, 167 Eagle   Street, Brisbane,   Queensland   Part of the first   floor of the   building on Lot 2     





 







Corrs Chambers Westgarth          on RP 905881.      167 Eagle Street   Pty Ltd ACN 096   451 017   Basement of   building at 145   Eagle Street,   Brisbane   Car parking   licence for 3 car   spaces   associated with   office lease at   167 Eagle   Street         5 Business Equipment Leases   Description Lessor Lease Term    Lease of DM 130   postage meter   Pitney Bowes Determinable on   30 days’ notice     





 







Corrs Chambers Westgarth          Schedule 11   Seller Guarantees Company Guarantees and Bank   Guarantees    1 Bank Guarantees    Issued at the   request of   Favouree Issuer Amount    Magellan   Petroleum   Australia Pty Ltd   for the benefit of   the Company   Minister for Mines and   Energy (Northern   Territory) in respect of RL   2 (Dingo licence)   National Australia   Bank Limited   $50,000    Magellan   Petroleum   Australia Pty Ltd   167 Eagle Street Pty Ltd   ACN 091 451 017    $70,813        





 







Corrs Chambers Westgarth          Schedule 12   Encumbrances   1 Mortgages and other Encumbrances over Properties   Nil         2 Encumbrances   Nil         3 Permitted Encumbrances   Storage Agreement between the Seller and Statoil Australia Theta B.V. in respect of the   Alice Springs Property   Storage Licence between the Seller and R & M Dehne Pty Ltd, dated 23 April 2008, in   respect of the Alice Springs Property   Royalty Interests relating to the Petroleum Tenements   All obligations and liabilities of the Company under each of the Material Contracts      Bond and undertaking given by Company to the Northern Territory Government in the   amount of $100,000 in respect of Palm Valley Production Lease ( OL) 3              





 







Corrs Chambers Westgarth          Schedule 13   Related Party Debt and Receivables   1 Related Party Debts   $36,671,043.20         2 Related Party Receivables   $38,451,958.44              





 







Corrs Chambers Westgarth             Schedule 14   Dingo Contracts   All contracts are with the Seller:   (A) Gemseekers International Pty Ltd dated 17 October 2013 relating to   appointment of Steve Dykes as Project Manager;   (B) Nixon Solutions Pty Ltd dated 11 November 2013 relating to appointment of   John Blaine as Project Validator;   (C) Cypher Consulting Pty Ltd dated 27 June 2013 engagement of Nick Hall,   Geologist;   (D) Kamenar and Associated Pty Ltd dated 26 June 2012 relating to appointment   of Alberto Kamenar Reservoir Engineer;   (E) Land and Data Access Agreement with Santos Limited dated 8 July 2013   relating to seismic acquisition work in the area of RL2.         





 







COrTS Chambers Westgarth   Execution   Executed as a deed.   Executed by Magellan Petroleum   Australia Pty Ltd (ACN 009 728 581)   n.t.~~   Company SecretaryiDirector   /I!!('.«(~ .. f3(q./),:? .,! .~~ .. .   Name of Company Secretary/Director   (print)   Executed by Magellan Petroleum   (N.T) Pty. Ltd. (ACN 009 718 183)   Company SecretaryiDirector   Name of Company Secretary/Director   (print)   Executed by Magellan Petroleum   Corporation   ~/J /4.--. ~ I .. ... ......... .................. .   Authorised Person   /l1.&./(4'('q~y?~~ ...   Name and role of Authorised Person   (print)   Name of Director (print)   Director   Name of Director (print)   Witness   .. .Mo..+&e.w. .... C.;~rd.,'~f.{7>   Name of Witness (print)     





 







Com Chambers W estgarth   Execution   Executed as a deed.   Executed by Magellan Petroleum   Australia Pty ltd (ACN 009 728 581)   Company Secretary/Director   Name of Company Secretary/Director   (print)   Executed by Magellan Petroleum   (N.T) Ply. ltd. (ACN 009 718183)   Director   Name of Director (print)   .. PiG. '. ... ~I.(Y ... .Y. ... .. .. l .· .. .. ~ .   Name of GempaAy-Secretary/D \'~~-:--::--~'1 (print)   Executed by Magellan Petroleum   Corporation   Authorised Person   Name and role of Authorised Person   (print)   Witness   Name of Witness (print)     





 







Corrs Cllambers Westgarth   Executed by Jarl Ply. Ltd. (ACN 009   699183)   //~Y.L, '   ...... .... ... ~ ................... \..."   GompanY'Seeretary/Director   ... ~ 7),£. N . .;.'.!',.. .... \-..... Y. c.~\.J . !.t: .. ..   Name of Geml"any-Secretary/Director   (print)   Executed by Central Petroleum   limited (ACN 083 254 308)   Company Secretary/Director   .... .. .... . ,~- .....   Director   Name of Director (print)   Director   Name of Company Secretary/Director Name of Director (print)   (print)   Executed by Central Petroleum PVD )   Ply. Ltd (ACN 167440020) )   Company Secretary/Director Director   Name of Company Secretary/Director Name of Director (print)   (print)     





 







Corrs Chambers Westgarth   Executed by Jarl pty. Ltd. (ACN 009   699183)   Company Secretary/Director   Name of Company Secretary/Director   (print)   Executed by Central Petroleum   Limited (ACN 083 254 308)   Company Secretary/9ireetor   Daniel White   Name of Company Secretary/~0r   (print)   Executed by Central Petroleum PVD   Pty. Ltd (ACN 167440020)   Company Secretary/~r&8hilr   Daniel White   Name of Company Secretary/Ci4:9et   (print)   Director   Name of Director (print)   Director   Richard Coftee   Name of Director (print)   Director   Richard Cottee   Name of Director (print)     





 







Corrs Chambers Westgarth             Annexure A   Seller Contracts   The contracts between the Seller and third parties for the provision of services:   Name of service   provider   Type of Service   6ys FTP hosting and transferring files between the Seller and   Third Parties   Anittel Maintenance support of Netbox Blue Software   Anittel Support for VMware software   Anittel Warranty Supper – HP next day support for DL380G4 server   – (controller server).   Anittel Symantec Protection Suite Enterprise Edition 4.0 (Anti Virus   and Backup Protection Suite for whole IT environment.   Anittel Support and Maintenance Contract for IT support.   Australian Performing   Rights Association   License fees for music on hold at Level 1, 167 Eagle Street   office premises   Bentley Systems Microstation Select – Drafting Software   Bentley Systems Cadscript Select Subscription – Drafting software   Corporate Montage Geoxpressions – software complementing drafting    Emerson Network   Power   Maintenance Agreement for air conditioning in server room at   Level 1, 167 Eagle Street, Brisbane   Grace Records  Off site storage management including backup tapes.   Infomatic Computers Mfiles 5 x Names User Licence 5 x Concurrent User Licence   in respect of document management system   ITT Communications Telephone system maintenance at Level 1, 167 Eagle Street,   Brisbane   Sage Micropay Meridian Migration Software, Maintenance and Support.   Redman Solutions Archive manager email system   Recall  Offsite storage and service agreement     





 







Corrs Chambers Westgarth          Name of service   provider   Type of Service   Schneider Electric IT   Australia Pty Ltd   Maintenance of Smart UPS.   Technology One Finance 1 Accounting System   Telstra Directory Listing Agreement 1 – BRI   Telstra Directory Listing – Agreement 2 (SA)   Telstra Telstra Internet Direct Premium Package – Ethernet   Telstra Business Mobile Plus plan service upgrade   Telstra Recontracting of USB modems   Telstra Alice Springs Office ADSL 512/512.   Telstra Palm Valley Gas Plant “Next G” Service   Telstra Head office 1536k Metro Service    Telstra IP Wireless Port Service   Telstra Basic Radius Server Service   Telstra Palm Valley Satellite Phone Service   Telstra Mobile phone for Glen Tilbrook at Palm Valley.        





 







Corrs Chambers Westgarth          Annexure B   Asset Register    Identified assets owned by the Company:   Description of asset Location of asset   1 x 2 WHEEL TRAILER PV#9    MAXILIFT CRANE‐TOY. L/CRSR T/T Carport    MOTOROLA RADIO (trans to 973‐074. 16.06.10) Carport    MOTOROLA RADIO ‐(trans to 900‐947)  Alice Spring Property    MOTOROLA RADIO (now in 954‐398) Carport    FORKLIFT ‐ HINDE H30D ‐ (includes overheads of    $1,260 & delivery fee $2,200)   Warehouse    MOTOROLA RADIO‐ (now in 954‐398) Alice Spring Property    MOTOROLA RADIO‐ (now in 986‐841) includes    overheads of $12.30   Alice Spring Property    YALE FORKLIFT ‐ (includes overheads of $50) ASP Warehouse    TOYOTA TROOP CARRIER MANUAL (includes Motorola    & overheads of 2,991.41)   Alice Spring Property    TOYOTA L'CRSR WAGON (includes Motorola $1,680) Carport    TOYOTA L'CRSR MILITARY 4.5 LTR TURBO includes    overheads of $3,124.98   Carport    TOYOTA LANDCRUISER MILITARY 4.5 LTR includes    overheads of $3,120.15   Alice Spring Property    PV MOTOR VEHICLES ‐ 47.977% UPLIFT RE SANTOS    ASSET SWAP   Alice Spring Property    HINO TRUCK (INCLUDES OVERHEADS) Alice Spring Property    PLAN CABINET  Alice Spring Property    WHITE BOARD Alice Spring Property    SEAGATE SCSI‐2 EXTERNAL DDS‐2 "DAT"     TAPE DRIVE    (BRISBANE OFFICE ‐ IKP PC)   Alice Spring Property    1 x ADAPTEC PCI/SCSI‐2 CARD & TERMINATOR        (BRISBANE OFFICE ‐ IKP'S PC)   Alice Spring Property     





 







Corrs Chambers Westgarth          Description of asset Location of asset   '1 SCSI‐2 CABLE (BNE. OFFICE ‐ IKP'S PC) Alice Spring Property    1 x PULSAR EX15 UPS SYSTEM,PLUG IN SOCKETS,        FAULT TOLERANT MODULE ‐ PALM VALLEY     GAS    PLANT CONTROL ROOM   Alice Spring Property    SUPPLY 1 x 4 GIG HARD DRIVE ‐ PALM VALLEY    GAS    PLANT CONTROL ROOM   Alice Spring Property    1 x WINDOWS 2000 PROFESSIONAL & FRT Alice Spring Property    1 X HARDDRIVE WD600BB 60BB 720rpm  Alice Spring Property    L24110 DELL DIMENSION TM 4700 PENTIUM 4520    W/HT DESKTOP PLUS OVERHEADS   Alice Spring Property    DELL PORTABLE ALD610‐DELL LATTI Alice Spring Property    DELLCOMPUTER DIMESION 9150 PV & ACCESS Alice Spring Property    1X DELL LATITUDE 630 LAPTOP + 3 YEARS COMPLE    COVER FOR GAT   Alice Spring Property    1 X READYNAS NV + 4BAY GIGABIT DESKTOP NAS &    2XMAXTOR DIAMONDMAX 500GB SATA 16MB ‐PV   Alice Spring Property    ADOBE ACROBAT V8 STD & SYMANTEC BACKUP EXEC    SYSTEM RECOVERY DESKTOP V8.0   Alice Spring Property    T3400 PRECISION 19 INCH FLATSCREEN WITH OFFICE    2007 OEM VERSION & 500GB SEGATE BACKUP   Alice Spring Property    CENTRAL COMMS SUPPY AND INSTAL WIRELESS    BROADBAND CONNECTION PARTS, LABOUR    Alice Spring Property    DELL 8P614 REPLACEMENT MOTHERBOARD Alice Spring Property    PV COMPUTER HARDWARE & SOFTWARE ‐ 47.977% #    UPLIFT RE SANTOS ASSET SWAP   Alice Spring Property     ACCRUAL 02 ‐ 1 X DELL OPTIPLEX 9020 SFF PC (includes    overheads)   Alice Spring Property    BBQ in accommodation/outdoor area Palm Valley ‐ Accommodation    area    Generators Palm Valley ‐ Generator shed    Oil and coolant container storage area (empty) Palm Valley ‐ Generator shed    Second freezer in back room Palm Valley ‐ Kitchen    Freezer in back room Palm Valley ‐ Kitchen    Ice maker in back room Palm Valley ‐ Kitchen    Dishwasher in kitchen Palm Valley ‐ Kitchen     





 







Corrs Chambers Westgarth          Description of asset Location of asset   Gas cooker in kitchen Palm Valley ‐ Kitchen    Gas cooker and rangehood in kitchen Palm Valley ‐ Kitchen    Microwave, bench and shelving in kitchen Palm Valley ‐ Kitchen    Dryers x 2 in laundry Palm Valley ‐ Laundry    Washing machine #2 in laundry Palm Valley ‐ Laundry    Washing machine #1 in laundry Palm Valley ‐ Laundry    Equipment in PV#2 Compressor area control room Palm Valley ‐ PV#2 Compressor    area    Pool table, 2 x treadmills and fridge in recreation room Palm Valley ‐ Recreation Room    Bench area and lounge chair in recreation room Palm Valley ‐ Recreation Room    Lounge chairs and paytv rack in recreation room Palm Valley ‐ Recreation Room    Lounge chairs and exercise bike in recreation room Palm Valley ‐ Recreation Room    Battery testers x 3 ‐ Arlec, Leader and Dryfit Palm Valley ‐ Warehouse    Makita Drop Saw Palm Valley ‐ Warehouse, back    store    WIA Welder Palm Valley ‐ Warehouse, back    store    2 x whipper snipper Palm Valley ‐ Warehouse, front    store    Stihl air blower Palm Valley ‐ Warehouse, front    store    Mower Palm Valley ‐ Warehouse, front    store    Used parts Palm Valley #4    Used parts Palm Valley #4    Used parts Palm Valley #4    Well head PV #4 Palm Valley #4    Storage drums Palm Valley #4    Storage drums Palm Valley #4    Salinity tanks Palm Valley #4    Gym equipment Palm Valley ‐ Gym    Gym equipment Palm Valley ‐ Gym    PayTV rack  Palm Valley ‐ Recreation Room     





 







Corrs Chambers Westgarth          Description of asset Location of asset   Inventory listed in Annexure J, with allowances made    from creation of the document until Completion Date    for items consumed.             





 







Corrs Chambers Westgarth          Annexure C   Seller Assets    The assets owned by the Seller:   Description of Seller Asset  Location of Seller Asset  Transferee    1 x HP LASERJET 4000M PRINTER‐   S/N SGEW385404    Business Leasehold    Property    Buyer Guarantor    HP DESIGNJET 1055cm PLOTTER RE    GEOQUEST    WORKSTATION    Business Leasehold    Property    Buyer Guarantor    PROJECT MANAGEMENT FEE ‐   CATEGORY A‐50%    Business Leasehold    Property    Buyer Guarantor    INSTALL & CONFIGURE SOFTWARE    INCL IDR‐50%    Business Leasehold    Property    Buyer Guarantor    ELECTRONIC WHITEBOARD  Business Leasehold    Property    Buyer Guarantor    1 HP LASERJET 4200 TN PRINTER    (BMcI Office) DEPOSIT OF    $1557.62 PAID ON 1/10/03 BAL    14/10    Business Leasehold    Property    Buyer Guarantor    NETGEAR GS524T 24 PORT    GIGABIT SWITCH    Business Leasehold    Property    Buyer Guarantor    1 DELL PRECISION 470 DESKTOP PC    COMPUTER MONITOR KEYBOARD    & MOUSE    Business Leasehold    Property    Buyer Guarantor    RACK CABINET, KVM SWITCH ,    TOWER TO ROCK  kit    Business Leasehold    Property    Buyer Guarantor    BACKUP UNIT ‐ 4.16 TB 8 TAPE    CAPACITY UNIT (NO LONGER USED    BUT TEMPORARILY RETAINED DUE    TO OLD BACKUPS)    Business Leasehold    Property    Buyer Guarantor    INSTALLATION AND PROJECT    COSTS V12‐ED67    Business Leasehold    Property    Buyer Guarantor    INVIZAGE HP PROLIANT DL380G4    SERVER & indows 2003    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    INVIZAGE KVM CBLE ‐ NEW    SERVER    Business Leasehold    Property    Buyer Guarantor    INVIZAGE PROJECT MAN. NEW    SERVER    Business Leasehold    Property    Buyer Guarantor    INVIZAGE ASSEMBLE CONFIG.&    BURN SERVER    Business Leasehold    Property    Buyer Guarantor    INZIZAGE SEAGATE ‐ HARDDRIVE    SCSI CHEETAH 10k    Business Leasehold    Property    Buyer Guarantor    DELL COMPUTER 5 X DELL    OPTIPLEX 745 DESKTOPS N341011‐   JPM,BH,KSA,AJN,EMC    Business Leasehold    Property    Buyer Guarantor    DELL COMPUTER 6 X DELL 19    ULTRASHARP1907FP MONITORS    Business Leasehold    Property    Buyer Guarantor    DELL PRECISION 390 (XP) AW 390    (JT Office)    Business Leasehold    Property    Buyer Guarantor    4XDELL 20INCH 2007 FP    ULTRASHARP LCD    MONITORS$735.90 EACH ‐ 2 X    S.MACKIE & 2 X K. DUPS    Business Leasehold    Property    Buyer Guarantor    1 X DELL ULTRASHARP 1708 LCD    MONITOR5 X LCD DELL MONITORS    & 1 X DELL 755DT OPTIPLEX    DESKTOP PC FOR RECEPTION    Business Leasehold    Property    Buyer Guarantor    1X RT8000 VA UPS SYSTEM FOR    SERVER ROOM    Business Leasehold    Property    Buyer Guarantor    1X POWER EDGE 2950 SERVER RE    FINANCE ONE    Business Leasehold    Property    Buyer Guarantor    1X ISCI SAN MD 3000I FOR SERVER    ROOM + 3YRE GOLD SUPPORT     Business Leasehold    Property    Buyer Guarantor    2X SAN SWITCHES (POWER    CONNECT 5424'S)FOR SERVER    ROOM    Business Leasehold    Property    Buyer Guarantor    PK BUSINESS ADV HP 2GB REG    PC2‐322 370GA,380G5 INSTALL    AND RUN CHECKS    Business Leasehold    Property    Buyer Guarantor    PK BUSINESS ADV 2 XHP NC380T    PCI‐E DP MFN1000 GIG ADP +    ADAPTOR CARD WITH RAID,DEL    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    2X HP PROCURVE NETWORK    SWITCHES PO 16782    Business Leasehold    Property    Buyer Guarantor    PURCHASE AND INSTALL 2 X HP    PROCURVEIBM SYSTEM    Business Leasehold    Property    Buyer Guarantor    IT PROJECT NEW HARDWARE ‐    PKBA    Business Leasehold    Property    Buyer Guarantor    LINDY AUST NETWORK CABLES ‐    PART OF NETWORK UPGRADE     Business Leasehold    Property    Buyer Guarantor    1 X NETGEAR PFP319 W/LESS VPN    FIREWALL ROUTER    Business Leasehold    Property    Buyer Guarantor    DELLCOMPUTER 8 GB ADDITIONAL    MEMORY FORSERVER ‐    POWEREDGE 2950 RACK MOUNT    SERVER    Business Leasehold    Property    Buyer Guarantor    2XIBM 300GB 15K HOT SWAP    HARD DRIVES    Business Leasehold    Property    Buyer Guarantor    2 x 2 TB LACIE BIGDISK QUADRU    EXTERNAL DRIVES PLUS    INSTALLATION    Business Leasehold    Property    Buyer Guarantor    INSTALL RAM ESX HOST, CONFIG    NEW DISK FC SAN & B/UP SYS1    DATA MOVE    Business Leasehold    Property    Buyer Guarantor    8 X 512 MB RAM DDR2 FOR DELL    COMPUTERS    Business Leasehold    Property    Buyer Guarantor    PRECISION T5500 MAPPING    SYSTEM    Business Leasehold    Property    Buyer Guarantor    5X ADDITIONAL HDDS FOR    IBM300GB SWAP DRIVES    Business Leasehold    Property    Buyer Guarantor    2 x DELL LATITUDE E4300 LAPTOPS    (Boardroom & Tech)    Business Leasehold    Property    Buyer Guarantor    4XDELL 22" WIDE SCREENS    2XJPM,1XBMCI AND 1 SPARE    Business Leasehold    Property    Buyer Guarantor    2XDELL PRECISION T350    WORKSTATIONS JPM MVC    Business Leasehold    Property    Buyer Guarantor    4XDELL OPTIPLEX 780    BH,VEI,BMCI,GE    Business Leasehold    Property    Buyer Guarantor    DELL COMPUTER OPTIPLEX    TM980DT (JPM)    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    DELL PROFESSIONAL 23 INCH    MONTIORS     Business Leasehold    Property    Buyer Guarantor    1XDELL LATITUDE E640 LAPTOP    (MVC)    Business Leasehold    Property    Buyer Guarantor    PK BUSINESS SYSTEM EXP3000 12    BAY EXPANSION UNIT    Business Leasehold    Property    Buyer Guarantor    PK BUSINESS SYSTEM EXP3000 12    BAY EXPANSION UNIT    Business Leasehold    Property    Buyer Guarantor    1XDELL SERVER KEYBOARD &    CONSOLE RACK (Server Room)    Business Leasehold    Property    Buyer Guarantor    SANS PROJECT ‐ IMPLEMENTATION    BY ANITTEL    Business Leasehold    Property    Buyer Guarantor    DELL COMPUTER 1 X LATITUDE    E6430S LAPTOP (JPM)    Business Leasehold    Property    Buyer Guarantor    2XSAMSUNG S27A850TSK LED    MONITORS (TECH OFFICE)    Business Leasehold    Property    Buyer Guarantor    1 PETROSEIS VER. 5.0 INCL.    CONTOUR  DIGITIZING AND BACK ‐   INTERPOLATION    Business Leasehold    Property    Buyer Guarantor    TERRASCIENCES COPMUTER    SOFTWARE  AGREEMENT TS‐87‐   349    Business Leasehold    Property    Buyer Guarantor    ONCE‐OFF LICENSE FEE RE    PETROSEIS PC  SOFTWARE FOR    DIGITISING & PLOTTING    Business Leasehold    Property    Buyer Guarantor    SINGLE IBM PC LICENCE ‐ PGC‐1      GRIDDING & CONTOURING    Business Leasehold    Property    Buyer Guarantor    4xCOREL OFFICE 8 ( 2 SCRAPPED 2    REMAINING)    Business Leasehold    Property    Buyer Guarantor    1 x COREL 8 DRAW UPGRADE  Business Leasehold    Property    Buyer Guarantor        PAYMENTS/DOMESTIC &    INT.FUNDS TFR    Business Leasehold    Property    Buyer Guarantor    MICROSTATION UPGRADE OF    SOFTWARE    Business Leasehold    Property    Buyer Guarantor    PETROSUP GRAPHIC DRIVER    BUNDEL (DGW,CGM,POSTSCRIPT    & DXT) SOFTWARE     Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    7 MICROSOFT WINDOWS XP PRO    UPGRADE WITH S'WARE    ASSURANCE ‐ NT    Business Leasehold    Property    Buyer Guarantor    3 MICROSOFT WINDS XP PRO    UPGRADE WITH S'WARE    ASSURANCE ‐ WIN 98    Business Leasehold    Property    Buyer Guarantor    1 MICROSOFT WINDOWS XP PRO    MEDIA    Business Leasehold    Property    Buyer Guarantor    30 SYMANTEC ANTIVIRUS    ENTERPRISE ED  8.5 CROSSGRADE    (LIC C)    Business Leasehold    Property    Buyer Guarantor    30 SYMANTEC ANTIVIRUS    ENTERPRISE ED 8.5 2ND YR    MAINTENANCE (LIC C)    Business Leasehold    Property    Buyer Guarantor    1 SYMANTEC ANTIRIVIRUS    ENTERPRISE ED  8.5 MEDIA KIT    Business Leasehold    Property    Buyer Guarantor    MICROSOFT MS PROJECT 2002    VERSION UPGRADE    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE LICENCE FEES DUE    ON CONTRACT SIGNING 50% ‐ NO    DEPRN IN 04 AS PER EY    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE CONSULTING ‐    MICHELLE RYAN    Business Leasehold    Property    Buyer Guarantor    SYMANTEC V21 PROTECTOR    ENTERPRISESERVER 2.0 MEDIA    Business Leasehold    Property    Buyer Guarantor    MICROSOFT WINDOWS SERVER    2003 STANDARDOB SOFTWARE    Business Leasehold    Property    Buyer Guarantor    MICROSOFT SQL SERVER 2000    STANDARD & LICENCE    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE CONSULTING AIM    STUDY    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE CONSULTING AIM    STUDY REVIEW    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE CONSULTING TEST    PROTO TYPE    Business Leasehold    Property    Buyer Guarantor    FINANCE ONE 50% ACCOUNTING    SOFTWARE LICENCE FEES    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    SYMANTEC ANTIVIRUS ENTERPRISE    ED 9.0GOLD MAINTENANCE    RENEWAL    Business Leasehold    Property    Buyer Guarantor    CONSULTANCY FEES FOR OCT 04    PRIMARY DEVELOPMENT AND    INSTALLATION OF NEW DATBASE    SYSTEM    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE CONSULTING  Business Leasehold    Property    Buyer Guarantor    RYAN   Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ REIMBURSE    CONSULT    Business Leasehold    Property    Buyer Guarantor    SYMANTIC LIVESTATE DESKTOP    SOFTWARE    Business Leasehold    Property    Buyer Guarantor    SEISMIC MICRO TECHNOLOGY     MAINTENANCEFROM 30/11/04 TO    29/11/05 SERIAL NO. 5714    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ CREDIT ON    CONSULTING    Business Leasehold    Property    Buyer Guarantor    OILFIELD MANAGER SOFTWARE    LICENCEAND MAINTENANCE    Business Leasehold    Property    Buyer Guarantor    OILFIELD MANAGER SOFTWARE    LICENCE    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ CONSULT FEE    S LEWIN /M RYAN 29/11 ‐    16/12/04    Business Leasehold    Property    Buyer Guarantor    URBAN SOFTWARE ‐ CONSLT FEE    IMPLEMENTATIONTECHNOLOGY    ONE ‐ CONSULT FEE S LEWIN     Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ CONST FEES ‐    SARA COLLINGS ‐ 18/10/04    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ CONSLT FEES    S COLLINGS ‐ 7/2/05    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY ONE ‐ CONSLT FEES    S LEWINF1 GO LIVE ASSISTANCE &    USER GUIDES    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    LOGICOM 1 USER SINGLE SITE    NETWORK LICENCE FEES    Business Leasehold    Property    Buyer Guarantor    SCHLUMBERGER COMPUTER    SOFTWARECONSULTANCY FEES    JARED PHILPOT OFM    Business Leasehold    Property    Buyer Guarantor    TECHNOLOGY FIN 1 CONS FEES P    BATH 09‐12/08/05    Business Leasehold    Property    Buyer Guarantor    P BATH INVOICE REVERSE VIA    CREDIT NOTE 0075    Business Leasehold    Property    Buyer Guarantor    SCHLUMBERGER WRLD PEEP &    PEEP INTL SOFTWARE    Business Leasehold    Property    Buyer Guarantor    TECH FIN 1 CONS FEES S TUCKETT    E PRO 02/11/05    Business Leasehold    Property    Buyer Guarantor    TECH FIN 1 CONS FEES D LILEY    TIME RECORD 28/11/05    Business Leasehold    Property    Buyer Guarantor    SEISMIC MICRO‐T EARTHPAK FOR    NT     Business Leasehold    Property    Buyer Guarantor    SEISMIC MICRO T 2D /3DPAK FOR    NT SOFTWARE    Business Leasehold    Property    Buyer Guarantor    TECH FIN 1 CONS FEES G HALLIDAY    13‐17/03/06    Business Leasehold    Property    Buyer Guarantor    TECH FIN 1 CONS FEES G HALLIDAY    24,27&28/03/06    Business Leasehold    Property    Buyer Guarantor    INVIZAGE MICROSOFT WINDOWS    XP PRO W/SP2    Business Leasehold    Property    Buyer Guarantor    INVIZAGE MICROSOFT OFFICE    2003 PROF, OB LIC.    Business Leasehold    Property    Buyer Guarantor    INVIZAGE MICROSOFT OFFICE    2003 PROF, MEDIA KIT    Business Leasehold    Property    Buyer Guarantor    INVIZAGE MICROSOFT PROJECT    2003‐OPEND BUS LIC    Business Leasehold    Property    Buyer Guarantor    INVIZAGE MICROSOFT PROJECT    2003‐CD MEDIA KIT    Business Leasehold    Property    Buyer Guarantor    CONSULTING FEES FIN ONE 10    DAYS @1,540+5%    Business Leasehold    Property    Buyer Guarantor    ADOBE ACROBAT PROFESSIONAL    V7 WIN RET    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    ADOBE ACROBAT V 7 WIN RETAIL    & DELIVERY    Business Leasehold    Property    Buyer Guarantor    M'SOFT WINDOWS SERVER 2003    STANDARD R3 ENG    Business Leasehold    Property    Buyer Guarantor    M'SOFT OFFICE 2003 SM BUS EDIT   Business Leasehold    Property    Buyer Guarantor    SYMANTEC ENTERPRISE FAULT    M/BOX X OPTIM MS EXCH 7.5    Business Leasehold    Property    Buyer Guarantor    PROJECT ROLLOUT & QUEST    ARCHIVE MANAGER    Business Leasehold    Property    Buyer Guarantor    SYMANTEC SYSTEM RECOVERY LIC.    X6    Business Leasehold    Property    Buyer Guarantor    SYMANTEC SYSTEM RECOVERY    S/W MEDIA DISK X1    Business Leasehold    Property    Buyer Guarantor    CITIBANK MVC ‐ ADOBE ACROBAT    9.0 FOR LAPTOP    Business Leasehold    Property    Buyer Guarantor    PAYROLL SOLUTIONS MIGRATION    OF MERIDIAN     Business Leasehold    Property    Buyer Guarantor    REDMAN SOLUTION HEALTH    CHECK , UPGRADE     Business Leasehold    Property    Buyer Guarantor    INFOMATIC RE M FILES PROOF OF    CONCEPT    Business Leasehold    Property    Buyer Guarantor    ACCRUAL02 ‐ 1 X MICROSOFT    WINDOWS 7 PRO    Business Leasehold    Property    Buyer Guarantor    ACCRUAL02 ‐ 1 X MICROSOFT    OFFICE 2013 PRO    Business Leasehold    Property    Buyer Guarantor    2 EXTENSION MODULES & 30    TRAYS RE ALICE SPRINGS CORE    SHED SHELVING    Alice Springs Property  Company    1 x KELVINATOR H5000 500lt    CHEST FREEZER     ‐ ASP    WAREHOUSE    Alice Springs Property  Company    MPAL PIPEYARD ‐ 8 COULTHARD    CRT., ALICE SPRINGS    Alice Springs Property  Buyer Guarantor    OFFICE BUILDING & WAREHOUSE  Alice Springs Property  Buyer Guarantor    1 STEEL STORAGE CABINET  Alice Springs Property  Buyer Guarantor    2 TABLES (MADE TO ORDER)  Alice Springs Property  Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    1 THREE DRAWER FILING CABINET  Alice Springs Property  Buyer Guarantor    2 BENDIX STACKING CHAIRS  Alice Springs Property  Buyer Guarantor    1 SIX DRAWER PLAN CABINET  Alice Springs Property  Buyer Guarantor    1 GODFREY 4 DRAWER FILING    CABINET  & 4 SETS CHASSIS'    Alice Springs Property  Buyer Guarantor    1 GREY 3 DRAWER FILING CABINET  Alice Springs Property  Buyer Guarantor    3 BLOCK SERIES DESKS WITH    PEDESTAL  & 3 DRAWERS    Alice Springs Property  Buyer Guarantor    1 BLOCK SERIES DESK WITH    PEDESTAL  & 3 DRAWERS    Alice Springs Property  Buyer Guarantor    1 BLOCK SERIES DESK WITH    PEDESTAL  & RETURN    Alice Springs Property  Buyer Guarantor    4 THREE DRAWER FILING    CABINETS &  12 FRAMES    Alice Springs Property  Buyer Guarantor    7 WINDSOR LOW BACK VISITORS    CHAIRS  (EPSOM GREEN)    Alice Springs Property  Buyer Guarantor    1 WINDSOR HIGH BACK EXECUTIVE     CHAIRS (EPSOM GREEN)    Alice Springs Property  Buyer Guarantor    1 KELVINATOR H700FF    25cb.ft.FREEZER    Alice Springs Property  Buyer Guarantor    2 THREE DRAWER FILING    CABINETS D/W    Alice Springs Property  Buyer Guarantor    1 THREE DRAWER FILING CABINET  Alice Springs Property  Buyer Guarantor    OFFICE PARTITIONS  Alice Springs Property  Buyer Guarantor    3 DESKS WITH PEDESTALS & 3    DRAWERS  1650 x 900    Alice Springs Property  Buyer Guarantor    1 GODFREY FILING CABINET    DRIFTWOOD    Alice Springs Property  Buyer Guarantor    2 EXECUTIVE CHAIRS  Alice Springs Property  Buyer Guarantor    1 COFFE TABLE  Alice Springs Property  Buyer Guarantor    1 BROWNBUILT 3 DRAWER FILING    CABINET    Alice Springs Property  Buyer Guarantor    1 BROWNBUILT COUNTER HIGH    CUPBOARD   C/W 2 SHELVES    Alice Springs Property  Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    1 MODEL DE3 FREESTANDING    TYPIST  MODEL A CREDENZA ‐     "BLACKBEAN"    Alice Springs Property  Buyer Guarantor    1 TYPIST CHAIR  Alice Springs Property  Buyer Guarantor    1 KELVINATOR N400 2 DOOR    FRIDGE    Alice Springs Property  Buyer Guarantor    1 TEAK RETURN TABLE (RADIO    ROOM)    Alice Springs Property  Buyer Guarantor    1 TEAK TROLLY ( RE PHOTOCOPIER)  Alice Springs Property  Buyer Guarantor    3M SOLAR FILM WINDOW    TREATMENT    ‐ BLDG WINDOWS ‐    ASP RELOCATION    Alice Springs Property  Buyer Guarantor    VERTICAL BLINDS ‐ ALL WINDOWS       ‐ ASP RELOCATION    Alice Springs Property  Buyer Guarantor    SHELVING FOR DOCUMENT    STORAGE AREA    ‐ ASP    RELOCATION    Alice Springs Property  Buyer Guarantor    RECEPTION CUPBOARD ‐ ASP ‐    RELOCATION    TO COULTHARD    COURT    Alice Springs Property  Buyer Guarantor    OFFICE 1 SHELVING UNIT ‐ ASP    RELOCATION    Alice Springs Property  Buyer Guarantor    OFFICE 2 SHELVING UNIT ‐ ASP    RELOCATION    Alice Springs Property  Buyer Guarantor    OFFICE 3 SHELVING UNIT ‐ ASP    RELOCATION    Alice Springs Property  Buyer Guarantor    1 x RECEPTION    DESK/WORKSTATION INCL.    2    DRAWER MOBILE & FOOTREST    Alice Springs Property  Buyer Guarantor    1 x ERGO MED.BACK NO ARMS    TYPIST CHAIR    Alice Springs Property  Buyer Guarantor    1 KAB SEATING  DIRECTORS DELUX    CHAIR    Alice Springs Property  Buyer Guarantor    CANNON FAX / PRINTER SERIAL    MVF01556    Alice Springs Property  Buyer Guarantor    DIMEX PORTABLE AIR    CONDITIONER ASPO    Alice Springs Property  Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    MISCELLANEOUS ITEMS INCL.    PAINTINGS    Business Leasehold    Property    Buyer Guarantor    1 RETURN UNIT SPECIAL    TASMANIAN OAK(JASON)    Business Leasehold    Property    Buyer Guarantor    1 DESK & RETURN (TASMANIAN    OAK)(JASON)    Business Leasehold    Property    Buyer Guarantor    2 1800 x 900 BOOKCASES (ONE    DINGO , ONE UK OFFICE)    Business Leasehold    Property    Buyer Guarantor    1 TASMANIAN OAK CABINET WITH     DOORS AND SHELVES    Business Leasehold    Property    Buyer Guarantor    1 6' x 3' MURAL WHITE MARKER    BOARD    Business Leasehold    Property    Buyer Guarantor    1 DESK AND RETURN (JOE MORFEA    )    Business Leasehold    Property    Buyer Guarantor    1 WALL UNIT (NO BACK) BUILT‐IN     TASMANIAN OAK (BRUCE    MCINNES )    Business Leasehold    Property    Buyer Guarantor    1 3'x 3'THREE SHELF W/BOOKCASE    (TECH AREA)    Business Leasehold    Property    Buyer Guarantor    BOARDROOM TABLE EXTENSION  Business Leasehold    Property    Buyer Guarantor    1 TR 183 x 183 MATT WHITE    SCREEN    Business Leasehold    Property    Buyer Guarantor    1 HT01/SH895 SECONDHAND    SELECTRIC  TYPWRITER    S/No.0108073 (ASP)    Business Leasehold    Property    Buyer Guarantor    1 6' x 3' BOOKCASE (UK OFFICE )  Business Leasehold    Property    Buyer Guarantor    2 BOOKCASE UNITS (2200 x 900 x    350)(UK OFFICE )    Business Leasehold    Property    Buyer Guarantor    1 6' x 3' NAMCO METAL    STATIONERY  CUPBOARD (KOALA    & STONE)(JASONS OFFICE )    Business Leasehold    Property    Buyer Guarantor    1 SHELVE UNIT FOR COMPUTER    ROOM C/W  HANGER CHASSIS    (GALACTIC BEIGE)(SERVER ROOM )    Business Leasehold    Property    Buyer Guarantor    1 COF‐G 1800mm COMPACTUS   Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    6 BOOKCASES 1650mm x 900mm x    350mm(ONLY 2 REMAIN IN BH    OFFICE)    Business Leasehold    Property    Buyer Guarantor    5 DESKS & 1 RETURNS (BRENT HAS    RETURN, BRUCE, DINGO, PV, UK)    Business Leasehold    Property    Buyer Guarantor    4 MURDOCH BLACK BEAN ARM    CHAIRS(2 BH, 2 KSA)    Business Leasehold    Property    Buyer Guarantor    1 VERTIPLAN MODEL VJD WITH    STEPS(PV ROOM)    Business Leasehold    Property    Buyer Guarantor    1 IVANAC ORIGINAL OIL PAINTING  Business Leasehold    Property    Buyer Guarantor    2 STORAGE CABINETS W/‐ SLIDING    DOORS  IN VICTORIAN ASH FINISH    ‐ PAYROLL(1x JASON OFFICE )    Business Leasehold    Property    Buyer Guarantor    1 LAMINATE TOP CABINET W/‐    SLIDING   DOORS IN VICTORIAN    ASH 1700x900 ‐ KAN     Business Leasehold    Property    Buyer Guarantor    1 BUILT‐IN CORNER UNIT ‐ BRUCE    OFFICE     Business Leasehold    Property    Buyer Guarantor    2 BOOKCASES ‐ 1800 x 900 x    300(BRUCE OFFICE)    Business Leasehold    Property    Buyer Guarantor    2 BOOKCASES ‐ 2200 x 900 x 340    (UK OFFICE)    Business Leasehold    Property    Buyer Guarantor    1 COFFEE‐KING COFFEE MAKER &    WARMER    Business Leasehold    Property    Buyer Guarantor    1 TASMANIAN OAK DESK &    RETURN (KAN )    Business Leasehold    Property    Buyer Guarantor    3 PRECISION x 4 DRAWER FILING    CABINETS (JOE, BRUCE, DINGO)    Business Leasehold    Property    Buyer Guarantor    3 x 4 DRAWER NAMCO FILING    CABINETS (VANESSA)    Business Leasehold    Property    Buyer Guarantor    2 TAS. OAK DESKS & RETURNS    (VANESSA AND MERVE )    Business Leasehold    Property    Buyer Guarantor    1 x OAK MELAMINE BOOKCASE      (1800mm x 900mm x 350mm)    MVC    Business Leasehold    Property    Buyer Guarantor    1 x OAK BOOKCASE 900  x 900 (KSA     )    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    1 OAK  BOOKCASE (900 x 900 x    300) (MVC )    Business Leasehold    Property    Buyer Guarantor    1 x BOOKCASE 1650X900X350 IN    ALPINE ASH  MELAMINE (MVC)    Business Leasehold    Property    Buyer Guarantor    1 EPK‐21 ELECTRIC COIL BINDING    MACHINE(STATIONARY ROOM)    Business Leasehold    Property    Buyer Guarantor    1 x 4 DRAWER PRECISION FILING    CABINET (JPM)    ‐ BROWN/BEIGE ‐    Business Leasehold    Property    Buyer Guarantor    1 x 4 DRAWER NAMCO FILING    CABINET    ‐ KOALA/STONE ‐    MERVE OFFICE    Business Leasehold    Property    Buyer Guarantor    1 x 2 DRAWER NAMCO FILING    CABINET    ‐ BROWN/BEIGE ‐ AILSA    OFFICE    Business Leasehold    Property    Buyer Guarantor    1 x 2 DRAWER NAMCO FILING    CABINET    ‐ KOALA/STONE ‐ ALISA    OFFICE    Business Leasehold    Property    Buyer Guarantor    1 x LASEREX LASER POINTER    LPD450QL    ‐ S/No.    H35483(BOARD ROOM)    Business Leasehold    Property    Buyer Guarantor    1 x 4 DRAWER NAMCO FILING    CABINET    ‐ KOALA/WILD OAT ‐    MERV OFFICE    Business Leasehold    Property    Buyer Guarantor    3 x BOOKCASES ‐ VARIOUS SIZES    FOR    TECHNICAL WORK AREA UK    AND PV ROOM     Business Leasehold    Property    Buyer Guarantor    1 x 1800H x 500D WALL UNIT WITH    BOOKCASE    ‐ EUROPEAN OAK    TIMBER VENEER (MVC)    Business Leasehold    Property    Buyer Guarantor    1 x 900W x 500D x 740H C/BOARD    ‐ SLID.DOORS    ‐ EUROPEAN OAK    TIMBER VENEER (MVC)    Business Leasehold    Property    Buyer Guarantor    1 x 1,450L x 900H x 500D    BOOKCASE ‐ BLACK    BEAN    TIMBER TIMBER VENEER (UK    ROOM )    Business Leasehold    Property    Buyer Guarantor    1 x 1800H x 500D WALL UNIT WITH    BOOKCASE    ‐ EUROPEAN OAK    TIMBER VENEER (MVC)    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    2 x 1400 x 900 x 300 BOOKCASES ‐    EUROPEAN    OAK TIMBER VENEER    (1XJPM )(1XBOARDROOM)    Business Leasehold    Property    Buyer Guarantor    1 x KERRY NOBBS 'FINKE RIVER'    PAINTING    ‐ OFFICE (RECEPTION    ENTERANCE)    Business Leasehold    Property    Buyer Guarantor    2 x 1800L x 250W x 890H    BOOKCASES WITH CUT    OUTS FOR    AIR FLOW ‐ EUROPEAN OAK        (BOARD ROOM )    Business Leasehold    Property    Buyer Guarantor    3 x  BROWN BUILT 4 DRAWER    FILING CABINETS (3XUK,    1XGARF,1XJASON)    Business Leasehold    Property    Buyer Guarantor    1 HALF HEIGHT STATIONERY    C/BOARD(TECH AREA 167 EAGLE )    Business Leasehold    Property    Buyer Guarantor    2 FULL HEIGHT SHELVING UNITS    (EX GVP)(1 VANESSA )    Business Leasehold    Property    Buyer Guarantor    1 PHOTOCOPY CABINET 600mm x    600mm (TECH AREA 167 EAGLE )    Business Leasehold    Property    Buyer Guarantor    2 WHITE BOARDS ‐ 1800mm x    900mm    Business Leasehold    Property    Buyer Guarantor    1 BOOKCASE ‐ 900mm x 900mm    (EX GVP)    Business Leasehold    Property    Buyer Guarantor    1 BOOKCASE ‐ 800mm x 1800mm    (EX GVP)    Business Leasehold    Property    Buyer Guarantor    1 JOHN IVANACC PAINTING FOR    WALL (GVP)    Business Leasehold    Property    Buyer Guarantor    6 x DELUX TUB CHAIRS ‐ FUTURE    SHAPES    ‐ NAVY (2XJPM,    2XMVC,2XBMCI)    Business Leasehold    Property    Buyer Guarantor    1 x POWER PLAY HIGHBACK    EXECUTIVE CHAIR    ‐ BLACK    LEATHER & DELIVERY (TECH    OFFICE )    Business Leasehold    Property    Buyer Guarantor    2 x 1800 x 900 CUPBOARDS WITH    OVERHEAD    BOOKCASE ‐    EUROPEAN OAK (JPM 167 EAGLE )    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    1 x 1200 SLIDING DOOR B/CASE ‐    GREY (TECH AREA )    Business Leasehold    Property    Buyer Guarantor    1 x 1650 x 900 x 300 EUROPEAN    OAK VENEER    BOOKCASE (JPM)    Business Leasehold    Property    Buyer Guarantor    1 x 1800 x 250 x 890 B/CASE WITH    CUT OUTS FOR    AIRFLOW‐   EUROPEAN OAK VENEER (MVC)    Business Leasehold    Property    Buyer Guarantor    1 x 2200 x 900 x 300 BOOKCASE ‐    TIMBER(DINGO )    Business Leasehold    Property    Buyer Guarantor    1 x OPTIMA HIGHBACK BLACK    LEATHER    EXECUTIVE CHAIR &    DELIVERY (DDB)    Business Leasehold    Property    Buyer Guarantor    1 x PLANIX 7 PLANIMETER &    FREIGHT    Business Leasehold    Property    Buyer Guarantor    330 HEAT LAMINATOR ‐ S/N 3303‐   2704    Business Leasehold    Property    Buyer Guarantor    UF880 PANASONIC FAX S/No.    01980400059 &    2mb MEMORY    CARD    Business Leasehold    Property    Buyer Guarantor    1 x 1200L x 500D x 730H    CUPBOARD (TECH )    Business Leasehold    Property    Buyer Guarantor    1 x 900L x 300W SHELF (DINGO )  Business Leasehold    Property    Buyer Guarantor    10 x COMFORT ERGO CHAIRS (NO    ARMS) 5xCHARCOAL/5 x WINE    (VANESSA, JASON, AILSA, DANA,    RECEPTION, GARF) 6 ONLY    REMAIN AT 167 EAGLE ST    Business Leasehold    Property    Buyer Guarantor    1 ECI CUPBOARD ‐ COMPUTER    ROOM    Business Leasehold    Property    Buyer Guarantor    1 HIGH BACK BLACK FABRIC    OPRATOR CHAIR    Business Leasehold    Property    Buyer Guarantor    1 IBM TYPEWRITER ‐S/N11‐X7862    (Stationery Room)    Business Leasehold    Property    Buyer Guarantor    SUPPLY & INSTALL. OF PANASONIC    KX TDA SUPPY & INSTALL    TELEPHONE SYSTEM    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    POLYCOM SOUNSTATION 2EX    S/NH20203009CDF    Business Leasehold    Property    Buyer Guarantor    550 DN PRINTER (TRANSFER FROM    HARDWARE LEDGER)    Business Leasehold    Property    Buyer Guarantor    GBC FORDIGRAPH 21255    SHREDDER MODEL 1226    Business Leasehold    Property    Buyer Guarantor    AV MEDIA MEDIA SYSTEM    VPROJM1818E URBAN OFFICE    BALANCE PMT BOARDROOM    Business Leasehold    Property    Buyer Guarantor    URBAN OFFICE PMT BOARDROOM    CHAIRS X 5    Business Leasehold    Property    Buyer Guarantor    URBAN OFFICE  7X B'ROOM    CHAIRS    Business Leasehold    Property    Buyer Guarantor    LEADING SOLUTIONS ‐ HP COLOUR    LASERJETMOVING CANVAS    PAINTING OF "GOSSES BLUFF" FOR    BOARDROOM ‐ 5 PANELS    Business Leasehold    Property    Buyer Guarantor    OFFICE CHAIR WITH ARM RESTS ‐   PAUL LOW    Business Leasehold    Property    Buyer Guarantor    FISHER &PAYKEL F/FREE FRIDGE ‐    KITCHEN    Business Leasehold    Property    Buyer Guarantor    1 X 4210 DELL RACK (CABINET) FOR    SERVER ROOM    Business Leasehold    Property    Buyer Guarantor    CANNON PHOTOCOPIER IRC 5185    COLOUR (LESS TRADE IN ON    IR5000 ITRD)    Business Leasehold    Property    Buyer Guarantor    2X COMBMAC 240E ELECTRIC    COMB BINDING MACHINE    Business Leasehold    Property    Buyer Guarantor    AIR CONDITIONING FOR SERVER    ROOM (SERVER ROOM )    Business Leasehold    Property    Buyer Guarantor    CONSULTANT ADVICE AIR    CONDITIONING UNIT    Business Leasehold    Property    Buyer Guarantor    EMERSON NETWORK UPGRADE   Business Leasehold    Property    Buyer Guarantor    LEXMARK C543DN LASER PRINTER     ‐ JPM    Business Leasehold    Property    Buyer Guarantor    ACCRUAL OFFICE FURNITURE &    EQUIPMENT    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    REVERSAL  Business Leasehold    Property    Buyer Guarantor    F & P FRIDGE  Business Leasehold    Property    Buyer Guarantor    OMEGA WISHWASHER  Business Leasehold    Property    Buyer Guarantor    PANASONIC INVERTER    MICROWAVE    Business Leasehold    Property    Buyer Guarantor    DELONGHI COFFEE MACHINE  Business Leasehold    Property    Buyer Guarantor    ACCRUAL OFFICE FURNITURE &    EQUIPMENT    Business Leasehold    Property    Buyer Guarantor    NEW RECEPTION DESK ‐WISE    DESIGNS    Business Leasehold    Property    Buyer Guarantor    WARIGAL 50%DEPOSIT BUILD NEW    RECEPTION DESK    Business Leasehold    Property    Buyer Guarantor    OFFICE FURNITURE 3 X METRO EXE    CHAIRS     Business Leasehold    Property    Buyer Guarantor    2 X SYDNEY SINGLE LOUNGE    CHAIRS    Business Leasehold    Property    Buyer Guarantor    ITT COMMUNICAITON SUPP &    INSTAL S'SUNG PLASMA TV    BOARDROOM    Business Leasehold    Property    Buyer Guarantor    WARIGAL M PTY LTD FINAL    PAYMENT FOR INSTAL OF NEW    RECEPTION DESK    Business Leasehold    Property    Buyer Guarantor    TDA INTERIORS PROGRESS    PAYMENT NO. 1 ‐ FIT OUT 167    EAGLE STREET    Business Leasehold    Property    Buyer Guarantor    TDA INTERIORS PROGRESS    PAYMENT NO. 2 ‐ FIT OUT 167    EAGLE STREET    Business Leasehold    Property    Buyer Guarantor    MARBLE WORKS PT    MANUFACTURE & INSTALL    SPLASHBACK  FROM EXISTING    STONE INCLUDES PICK UP OF    STONE    Business Leasehold    Property    Buyer Guarantor     





 







Corrs Chambers Westgarth          Description of Seller Asset  Location of Seller Asset  Transferee    TDA INTERIORS FINAL PAYMENT ‐    FIT OUT 167 EAGLE STREET    Business Leasehold    Property    Buyer Guarantor    LESSOR INCENTIVE ‐ GWC    HOLDINGS PTY LTD    Business Leasehold    Property    Buyer Guarantor    WISE DESIGNS CU 2 DOORS TO    EXISTING FILING UNIT ( AP ROOM)    Business Leasehold    Property    Buyer Guarantor    AMICUS INTERIOR WORK    REQUESTED ‐ SOUND PROOF    SERVER ROOM    Business Leasehold    Property    Buyer Guarantor         





 







Corrs Chambers Westgarth          Annexure D   Plant and Equipment    Plant and equipment owned by the Company:   Description of Plant and Equipment  Location of Plant and Equipment    380D D.W.T. WITH KPA WTS. / NATA   CERTIFIED  Palm Valley ‐ Instrument Room    FREIGHT ‐ RE DEADWEIGHT TESTER  Palm Valley ‐ Instrument Room    PORTABLE DIESEL PRESSURE CLEANER  Palm Valley ‐ Warehouse    1 x 415 VOLT 250AMP LINCOLN WELDER c/w    LEADS    Palm Valley ‐ Warehouse    1 x ARLEC 200 BATTERY CHARGER  Palm Valley ‐ Warehouse    1 x DURST BATTERY CHARGER/TESTER INCL.       CALLS,S&W,O/H'S    Palm Valley ‐ Warehouse    1 x SAE32 WASHER ‐ DEGREASER CLEANING       TANK INCL. CALLS,S&W,O/H'S    Palm Valley ‐ Warehouse    DRY BLOCK TEMP CALIBRATOR ‐ HAND    HELD &    H/D HARD CASE,D&C,O/H'S    Palm Valley ‐ Warehouse    PPS 40 HYDRAULIC SCALE,D&C,O/H'S  Palm Valley ‐ Warehouse    RIDGID THREADING MACHINE     ‐ UNIVERSAL    PIPE THREADER    Palm Valley ‐ Warehouse    1 x METRIX 5500 VIBRATION METER  Palm Valley     1 x EL481 EYE WASH & BODY SPRAY     STATION ‐    48 LITRE    Palm Valley ‐ Warehouse    1 x XL900 MULTI‐GYM + FRT  Palm Valley ‐ Gym    CHAINSAW & WEED SPRAYER   Palm Valley ‐ Warehouse    FIBRESCOPE OLYMPUS   Palm Valley ‐ PV#2 Compressor Control    Room    PV FIELD EQUIPMENT  ‐ 47.977% UPLIFT RE    SANTOS ASSET SWAP    N/A         





 







Corrs Chambers Westgarth          Annexure E   Data Room Documentation      





 







[1]  1.0 Flyer      [1.1]  1.1 Project Mozart Flyer.pdf      [2]  2.0 Model      [2.1]  2.1 PHDWin Outputs      [2.1.1]  2.1.1 Revised - PV Monthly - AUD.xls      [2.1.2]  2.1.2 Revised - PV Monthly - USD.xls      [2.1.3]  2.1.3 Palm Valley Extended life monthly - AUD.xls      [2.1.4]  2.1.4 Revised - Dingo Monthly - AUD.xls      [2.1.5]  2.1.5 Revised - Dingo Monthly - USD.xls      [2.1.6]  2.1.6 Dingo Extended Life Monthly - AUD.xls      [2.2]  2.2 PV + Dingo cash flow model - 2013.10.04.xlsx      [2.3]  2.3 Assumptions Book - 2013.10.08.docx      [3]  3.0 Commercial      [3.1]  3.1 Palm Valley      [3.1.1]  3.1.1 Historic JV Accounts      [3.1.1.1]  3.1.1.1 PVJV - Jun 13.pdf      [3.1.1.2]  3.1.1.2 PVJV - Jun 12.pdf      [3.1.1.3]  3.1.1.3 PVJV - Jun 11.pdf      [3.1.1.4]  3.1.1.4 PVJV - June 10.pdf      [3.1.1.5]  3.1.1.5 PVJV - June 09.pdf      [3.1.1.6]  3.1.1.6 PVJV - June 08.pdf      [3.1.1.7]  3.1.1.7 Palm Valley OCM Presentation 20-May-2011.pdf      [3.1.1.8]  3.1.1.8 PVJV 5 year expenditure_June 2013.xlsx      [3.1.2]  3.1.2 GSPA      [3.1.2.1]  3.1.2.1 Concession GSPAs      [3.1.2.1.1]  3.1.2.1.1 APA Gas Schedules      [3.1.2.1.1.1]  3.1.2.1.1.1 AGP_Magellan_GasSchedules_Sep 2012.pdf      [3.1.2.1.1.2]  3.1.2.1.1.2 AGP_Magellan_GasSchedules_Oct 2012.pdf      [3.1.2.1.1.3]  3.1.2.1.1.3 AGP_Magellan_GasSchedules_Nov 2012.pdf      [3.1.2.1.1.4]  3.1.2.1.1.4 AGP_Magellan_GasSchedules_Dec 2012.pdf      Mozart 1     





 







[3.1.2.1.1.5]  3.1.2.1.1.5 AGP_Magellan_GasSchedules_Jan 2013.pdf      [3.1.2.1.1.6]  3.1.2.1.1.6 AGP_Magellan_GasSchedules_Feb 2013.pdf      [3.1.2.1.1.7]  3.1.2.1.1.7 AGP_Magellan_GasSchedules_Mar 2013.pdf      [3.1.2.1.1.8]  3.1.2.1.1.8 AGP_Magellan_GasSchedules_Apr 2013.pdf      [3.1.2.1.1.9]  3.1.2.1.1.9 AGP_Magellan_GasSchedules_May 2013.pdf      [3.1.2.1.1.10]  3.1.2.1.1.a AGP_Magellan_GasSchedules_June 2013.pdf      [3.1.2.1.1.11]  3.1.2.1.1.b AGP_Magellan_GasSchedules_July 2013.pdf      [3.1.2.1.1.12]  3.1.2.1.1.c AGP_Magellan_GasSchedules_August 2013.pdf      [3.1.2.1.2]  3.1.2.1.2 Santos Gas Payments      [3.1.2.1.2.1]  3.1.2.1.2.1 (Jul-12) PV Gas Sales Invoices.pdf      [3.1.2.1.2.2]  3.1.2.1.2.2 (Aug-12) PV Gas Sales Credit Adjustment Note (re revised 11-Oct12).pdf      [3.1.2.1.2.3]  3.1.2.1.2.3 (Sep-12) PV Gas Sales Invoices.pdf      [3.1.2.1.2.4]  3.1.2.1.2.4 (Oct-12) PV Gas Sales Invoices.pdf      [3.1.2.1.2.5]  3.1.2.1.2.5 (Nov-12) PV Gas Sales Invoices - reissued 7Dec.pdf      [3.1.2.1.2.6]  3.1.2.1.2.6 (Dec-12) PV Gas Sales Invoices.pdf      [3.1.2.1.2.7]  3.1.2.1.2.7 (Jan-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.8]  3.1.2.1.2.8 (Feb) PV Gas Sales Invoices.pdf      [3.1.2.1.2.9]  3.1.2.1.2.9 (Mar-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.10]  3.1.2.1.2.a (Apr-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.11]  3.1.2.1.2.b (May-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.12]  3.1.2.1.2.c (Jun-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.13]  3.1.2.1.2.d (Jul-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.14]  3.1.2.1.2.e (Aug-13) PV Gas Sales Invoices.pdf      [3.1.2.1.2.15]  3.1.2.1.2.f Gas Price for Jul-12.pdf      [3.1.2.1.2.16]  3.1.2.1.2.g Gas Price for Aug-12.pdf      [3.1.2.1.2.17]  3.1.2.1.2.h Gas price for Sep-12.pdf      [3.1.2.1.2.18]  3.1.2.1.2.i Gas Price for Oct 2012.pdf      [3.1.2.1.2.19]  3.1.2.1.2.j Gas Price for Nov-12.pdf      [3.1.2.1.2.20]  3.1.2.1.2.k Gas Price for Dec-12.pdf      [3.1.2.1.2.21]  3.1.2.1.2.l Gas Price for January 2013.pdf      [3.1.2.1.2.22]  3.1.2.1.2.m Gas Price for February 2013.pdf      [3.1.2.1.2.23]  3.1.2.1.2.n Gas price for March 2013.pdf        





 







[3.1.2.1.2.24]  3.1.2.1.2.o Gas price for April 2013.pdf      [3.1.2.1.2.25]  3.1.2.1.2.p Gas price for May 2013.pdf      [3.1.2.1.2.26]  3.1.2.1.2.q Gas price for June 2013.pdf      [3.1.2.1.2.27]  3.1.2.1.2.r Gas Price for July 2013.pdf      [3.1.2.1.2.28]  3.1.2.1.2.s Gas Price for August 2013.pdf      [3.1.2.2]  3.1.2.2 Palm Valley - Gas Supply and Purchase Agreement - Dated 14-Sep-2011.pdf      [3.1.2.3]  3.1.2.3 Email with regards to Santos PV GSPA nominations 25 September 2013.pdf      [3.1.2.4]  3.1.2.4 Santos 2014 Annual Forecast estimate Palm Valley 28-Jun-13 READ WITH 3.1.2.3.pdf      [3.1.3]  3.1.3 Petroleum Licence documentation      [3.1.3.1]  3.1.3.1 Petroleum Lease No. 3 - Dated 09-Nov-1982.pdf      [3.1.3.2]  3.1.3.2 Petroleum Lease No. 3 - Renewal 06-Nov-2003.pdf      [3.1.3.3]  3.1.3.3 Application forTransfer PV Petroleum Lease No 3 - Dated 11-April-2012 - Approved 21-May-2012.pdf      [3.1.4]  3.1.4 GTA - AGP Magellan Parking Service - Dated 25-May-2012.pdf      [3.1.5]  3.1.5 Palm Valley - Central Land Council Agreement - Dated 21-Apr-2004.pdf      [3.1.6]  3.1.6 Palm Valley - PRRT Starting Base.pdf      [3.2]  3.2 Dingo      [3.2.1]  3.2.1 Retention and Petroleum Licence documentation      [3.2.1.1]  3.2.1.1 Rentention Licence No. RL2 - Variation - 23 May 1996.pdf      [3.2.1.2]  3.2.1.2 Retention Licence No. RL2 - 1st Renewal 27-Oct-1998.pdf      [3.2.1.3]  3.2.1.3 Retention Licence No. RL2 - 2nd Renewal 17-Feb-2004.pdf      [3.2.1.4]  3.2.1.4 Retention Licence No. RL2 - 3rd Renewal 04-Feb-2009.pdf      [3.2.1.5]  3.2.1.5 Retention Licence No. RL2 - Document Dated 25-May-1992.pdf      [3.2.1.6]  3.2.1.6 Dingo - Application for Petroleum Licence 13081mvc - 12-Jul-2013.pdf      [3.2.1.7]  3.2.1.7 Application for Transfer DingoRL No 2 - Dated 11-April-2012 - Approved 18-May-2012.pdf      [3.2.2]  3.2.2 Dingo Gas Field - Gas Supply and Purchase Agreement (Magellan and PWC) dated 12-Sep-2013.pdf      [3.2.3]  3.2.3 Dingo - Submission to Undertake RTN Dingo PL 13082mvc 12-Jul-2013.pdf      [3.2.4]  3.2.4 Dingo - Native Title summary.docx      [3.2.5]  3.2.5 Consumer Price Index - Jun Quarter 2013 - ABS 6401-1.pdf      [3.2.6]  3.2.6 Dingo PRRT Market Value.pdf      [3.3]  3.3 Assets Maps      [3.3.1]  3.3.1 Dingo.jpg      [3.3.2]  3.3.2 PV Dingo.jpg        





 







[3.3.3]  3.3.3 Palm Valley Central Treatment Plant Aerial.JPG      [3.4]  3.4 Royalties      [3.4.1]  3.4.f Palm Valley Royalty Assessments      [3.4.1.1]  3.4.f.1 Palm Valley 2011-12 Royalty Assessment.pdf      [3.4.1.2]  3.4.f.2 Palm Valley 2010-11 Royalty Assessment.pdf      [3.4.2]  3.4.1 Royalty Interest Summary.pdf      [3.4.3]  3.4.2 Seq 924 - Palm Valley - Central Land Council Agreement - Dated 21-Apr-2004.pdf      [3.4.4]  3.4.3 Jarl - Magellan.pdf      [3.4.5]  3.4.4 Seq 150 - Overriding Royalty PL3 - No. 15 Jarl-Catawba - Dated 27-Nov-1968.pdf      [3.4.6]  3.4.5 Seq 154 - Overriding Royalty No. 19 Jarl-MPAL - Dated 14-Nov-1979.pdf      [3.4.7]  3.4.6 Seq 155 - Overriding Royalty No. 20 Jarl-Canso - Dated 14-Nov-1979.pdf      [3.4.8]  3.4.7 Seq 162 - Overriding Royalty No. 27 Jarl-MPC-RMH - Dated 11-Jul-1980.pdf      [3.4.9]  3.4.8 Seq 171 - Overriding Royalty PL3 - No. 01 Hembdt - Dated 28-Dec-1961.pdf      [3.4.10]  3.4.9 Seq 175 - Overriding Royalty PL3 - No. 02 Jarl - Dated 25-Sep-1964.pdf      [3.4.11]  3.4.a Seq 191 - Overriding Royalty PL3 - No. 30 Jarl-Canso - Dated 24-Dec-1982.pdf      [3.4.12]  3.4.b Seq 382 - Overriding Royalty PL3 - No. 14 Jarl-McNaughton - Dated 20-June-1967.pdf      [3.4.13]  3.4.c 130923 Overriding Royalty Holders over the Palm Valley Field (file note)....pdf      [3.4.14]  3.4.d Seq 1493 - Deed of Assignment & Assumption - Overriding Royalty (Jarl-Ca....pdf      [3.4.15]  3.4.e Seq 1494 - Deed of Assignment and Assumption - Overriding Royalty (Hembd....pdf      [3.5]  3.5 Environmental      [3.5.1]  3.5.1 Palm Valley 2007 Environmental Impact & Flora-Fauna Survey - Final Report.pdf      [3.5.2]  3.5.2 Dingo - Environmental Impact included in Application for Petroleum Licence - 12-Jul-2013.pdf      [3.6]  3.7 Fixed Asset Registers      [3.6.1]  3.7.1 Asset Register (Accounting) -PV FIELD EQUIPMENT.XLSX      [3.6.2]  3.7.2 Asset Register (Accounting) -PV MOTOR VEHICLES.XLSX      [3.6.3]  3.7.3 Asset Register (Accounting)- PV OFFICE FURNITURE & EQUIP..xlsx      [3.6.4]  3.7.4 Asset Register (Accounting)-PV HARDWARE & SOFTWARE.XLSX      [3.7]  3.8 Tax      [3.7.1]  3.8.1 Income Tax      [3.7.1.1]  3.8.1.1 2011 Magellan Petroleum Australia Ltd Company Tax Return.pdf      [3.7.1.2]  3.8.1.2 2012 Magellan Petroleum Australia Ltd Company Tax Return.pdf      [3.7.1.3]  Thumbs.db        





 







[3.7.2]  3.8.4 Payroll Tax      [3.7.2.1]  3.8.4.1 NT Payroll Tax 2012-13 Annual Return and Payment.pdf      [3.7.2.2]  3.8.4.2 QLD Payroll Tax 2012-13 Annual Return and Refund.pdf      [3.7.2.3]  3.8.4.3 QLD Payroll tax Audit Dated 2 Feb 2011.pdf      [3.7.3]  3.8.5 Fringe Benefits Tax      [3.7.3.1]  3.8.5.1 MPAL 2013 FBT Return.PDF      [3.7.3.2]  3.8.5.2 MPAL Fringe Benefits Tax Account.pdf      [3.7.4]  3.8.6 GST      [3.7.4.1]  3.8.6.1 MPAL Integrated GST Account.pdf      [3.7.5]  3.8.2 Asset Registers (Tax) MPNT JUNE 13 DEPRN - PVJV 52.023% share assets.xls      [3.7.6]  3.8.3 Asset Registers (Tax) MPNT JUNE 2013 DEPRN - PVJV 47.997% additional share.xls      [3.8]  3.6 Amadeus Basin Assets as at 30-Jun-13.pdf      [4]  4.0 Legal      [4.1]  4.1 Palm Valley      [4.1.1]  4.1.1 Palm Valley Joint Venture Deed of Assumption, Consent and Termination - Signed - Dated 01-Dec-2011.pdf      [4.1.2]  4.1.2 Application forTransfer PV Petroleum Lease No 3 - Dated 11-April-2012 - Approved 21-May-2012.pdf      [4.2]  4.2 Dingo      [4.2.1]  4.2.1 Dingo Joint Venture Deed of Assumption, Consent and Termination - Signed - Dated 01-Dec-2011.pdf      [4.3]  4.3 Asset Swap - Sale Agreement - Dated 14-Sep-2011 - Conformed Copy.pdf      [4.4]  4.4 Asset Swap - Sale Agreement - Deed of Variation - Dated 02-Feb-2012.pdf      [5]  5.0 Technical      [5.1]  5.1 Palm Valley      [5.1.1]  5.1.1 Production Reports      [5.1.1.1]  5.1.1.1 Palm Valley Gas Field Production Report - September 2011.pdf      [5.1.1.2]  5.1.1.2 Palm Valley Gas Field Production Report - September 2012.pdf      [5.1.1.3]  5.1.1.3 PV Production Database.xlsx      [5.1.2]  5.1.10 Reservoir Fluid Data      [5.1.2.1]  5.1.10.1 Palm Valley Well Compositions.pdf      [5.1.2.2]  5.1.10.2 Palm Valley Formation Water Analyses - PEAD0001031-467111.PDF      [5.1.2.3]  5.1.10.3 Mereenie Palm Valley Darwin Gas Analyses Dec-07 .pdf      [5.1.2.4]  5.1.10.4 Palm Valley Sales Gas Analysis 06-Jan-2012.pdf      [5.1.2.5]  5.1.10.5 Palm Valley Sales Gas Analysis 31-Jan-2013.pdf        





 







[5.1.3]  5.1.11 Core Data      [5.1.3.1]  5.1.11.1 Core Fracture Study of Palm Valley 1, 3 and 4, C Barr, Apr 1989.pdf      [5.1.3.2]  5.1.11.2 Palm Valley 01 Mercury Injection Capillary Pressure Tests, McKay, 1966 .pdf      [5.1.3.3]  5.1.11.3 Palm Valley 03 Routine Core Analysis Results Core Labs.pdf      [5.1.3.4]  5.1.11.4 Palm Valley 04 Routine Core Analysis Results Core Labs QLD-CA-176.pdf      [5.1.3.5]  5.1.11.5 Palm Valley 04 Special Core Analysis 304-85017, Core Labs, Apr 1985.pdf      [5.1.3.6]  5.1.11.6 Palm Valley 07 Core - Photos, Routine Analysis Core Labs, Orientation and Petrologic Analysis.pdf      [5.1.3.7]  5.1.11.7 Palm Valley 07 Core Analysis Summary and Interp of Results, M D Berry, Feb 1991.pdf      [5.1.3.8]  5.1.11.8 Palm Valley 07 Core Structure Study, C Barr, Sep 1989.pdf      [5.1.3.9]  5.1.11.9 Palm Valley 08,8A Core - Orientation, Photos and Bedding Direction Reports.pdf      [5.1.4]  5.1.12 Well Test Reports      [5.1.4.1]  5.1.12.1 Palm Valley 01 19650829 Engineering Study of Static Gradient, Modified Isochronal, Pressure.pdf      [5.1.4.2]  5.1.12.2 Palm Valley Well Pressure Test Nov-2005.pdf      [5.1.4.3]  5.1.12.3 Palm Valley Well Pressure Test Reports Mar-2010.pdf      [5.1.4.4]  5.1.12.4 Palm Vallley Well Pressure Test Reports 2011-Nov.pdf      [5.1.5]  5.1.13 Seismic Data      [5.1.5.1]  5.1.13.1 2005 Palm Valley Seismic Interpretation Report, Magellan.pdf      [5.1.6]  5.1.14 Geochemistry, Paleontology and Palynology      [5.1.6.1]  5.1.14.1 1982 Source Rock Evaluation of Palm Valey 03, Core Labs .pdf      [5.1.6.2]  5.1.14.2 1982 Thermal maturation of potential Cambrian source rocks in the Amadeus Basin, Gorter .pdf      [5.1.6.3]  5.1.14.3 1984 Hydrocarbon Generation in the Amadeus Basin, Jackson et al .pdf      [5.1.6.4]  5.1.14.4 1993 Palm Valley 08,8A Mineralog Analysis - Core Labs.pdf      [5.1.6.5]  5.1.14.5 Biostratigraphic examination of selected ordovician samples from Amadeus Basin, Cooper1981 .pdf      [5.1.6.6]  5.1.14.6 Palynological Report on Core and Cuttings from eight wells in the Amadeus Basin, Owen and Glikson .pdf      [5.1.7]  5.1.2 Reservoir Management Plan      [5.1.7.1]  5.1.2.1 Palm Valley Gas Field - Reservoir Management Plan - January 2013.pdf      [5.1.8]  5.1.3 Geology overview      [5.1.8.1]  5.1.3.1 Development of a Fractured Reservoir Model for the Palm valley Gas Field - APPEA Journal 1998.pdf      [5.1.9]  5.1.4 P over Z and Pressure Test Reports      [5.1.9.1]  5.1.4.1 Palm Valley Well Pressure Test Reports Mar-2010.pdf      [5.1.9.2]  5.1.4.2 Palm Valley Well Pressure Test Reports Nov-2005.pdf      [5.1.9.3]  5.1.4.3 Palm Vallley Well Pressure Test Reports 2011-Nov.pdf        





 







[5.1.9.4]  5.1.4.4 Material Balance P-on-Z Worksheet Updated Nov-2011_Ver0.xlsx      [5.1.10]  5.1.5 Gross Heating      [5.1.10.1]  5.1.5.1 AGP_Magellan_GasSchedules_July 2013.pdf      [5.1.10.2]  5.1.5.2 AGP_Magellan_GasSchedules_August 2013.pdf      [5.1.11]  5.1.8 Well Completion Reports      [5.1.11.1]  5.1.8.1 Palm Valley 01 downhole diagram.pdf      [5.1.11.2]  5.1.8.2 Palm Valley 01 Well Completion Report.pdf      [5.1.11.3]  5.1.8.3 Palm Valley 02 downhole diagram.pdf      [5.1.11.4]  5.1.8.4 Palm Valley 02 Well Completion Report.pdf      [5.1.11.5]  5.1.8.5 Palm Valley 03 downhole diagram.pdf      [5.1.11.6]  5.1.8.6 Palm Valley 03 Well Completion Report.pdf      [5.1.11.7]  5.1.8.7 Palm Valley 04 downhole diagram.pdf      [5.1.11.8]  5.1.8.8 Palm Valley 04 Well Completion Report Enclosure 4.pdf      [5.1.11.9]  5.1.8.9 Palm Valley 04 Well Completion Report.pdf      [5.1.11.10]  5.1.8.a Palm Valley 05 downhole diagram.pdf      [5.1.11.11]  5.1.8.b Palm Valley 05 Well Ccompletion Report Enclosure 3.pdf      [5.1.11.12]  5.1.8.c Palm Valley 05 Well Completion Report.pdf      [5.1.11.13]  5.1.8.d Palm Valley 06 A B Well Completion Report.pdf      [5.1.11.14]  5.1.8.e Palm Valley 06 downhole diagram.pdf      [5.1.11.15]  5.1.8.f Palm Valley 06 Well Completion Report Enclosure 7.pdf      [5.1.11.16]  5.1.8.g Palm Valley 07 downhole diagram.pdf      [5.1.11.17]  5.1.8.h Palm Valley 07 Well Completion Report Enclosure 4.pdf      [5.1.11.18]  5.1.8.i Palm Valley 07 Well Completion Report.pdf      [5.1.11.19]  5.1.8.j Palm Valley 08 downhole diagram.pdf      [5.1.11.20]  5.1.8.k Palm Valley 08,08A Well Completion Report Enclosure 10.pdf      [5.1.11.21]  5.1.8.l Palm Valley 08,08A Well Completion Report Enclosure 11.pdf      [5.1.11.22]  5.1.8.m Palm Valley 08,8A Well Completion Report.pdf      [5.1.11.23]  5.1.8.n Palm Valley 09 downhole diagram.pdf      [5.1.11.24]  5.1.8.o Palm Valley 09 Well Completion Report.pdf      [5.1.11.25]  5.1.8.p Palm Valley 10 downhole diagram.pdf      [5.1.11.26]  5.1.8.q Palm Valley 10,10A Well Completion Report Enclosure 5.pdf      [5.1.11.27]  5.1.8.r Palm Valley 10,10A Well Completion Report.pdf        





 







[5.1.11.28]  5.1.8.s Palm Valley 11 downhole diagram.pdf      [5.1.11.29]  5.1.8.t Palm Valley 11ST Well Completion Report Enclosure 4.pdf      [5.1.11.30]  5.1.8.u Palm Valley 11ST Well Completion Report.pdf      [5.1.12]  5.1.9 Well Logs      [5.1.12.1]  5.1.9.1 Palm Valley Formation Tops.pdf      [5.1.13]  5.1.6 Palm Valley Prelimiary Closure Planning and Costing Report - GPA Engineering Rev 0 16-Jun-2011.pdf      [5.1.14]  5.1.7 Magellan PV-09 production program air pack and Micro coil option.pdf      [5.2]  5.2 Dingo      [5.2.1]  5.2.1 Geology overview      [5.2.1.1]  5.2.1.1 CTP - Northern Amadeus Basin Overview.pdf      [5.2.1.2]  5.2.1.2 South East Amadeus Basin_Young_Ambrose.pdf      [5.2.2]  5.2.10 Well Test Reports      [5.2.2.1]  5.2.10.1 Dingo 02 19910409 Flow Test Report.pdf      [5.2.2.2]  5.2.10.2 Dingo 02 and 03 19910413 Well Testing Program Report.pdf      [5.2.3]  5.2.11 Seismic Data      [5.2.3.1]  5.2.11.1 Dingo Seismic Interpretation - Magellan Sep-2012.pdf      [5.2.4]  5.2.12 Geochemistry, Paleontology and Palynology      [5.2.4.1]  5.2.12.1 Dingo 01 Hydrocarbon Source Rock Evaluation, CoreLabs 1982, GCS82029 .pdf      [5.2.4.2]  5.2.12.2 Dingo 01 Palynological Report - Owen 1982 .pdf      [5.2.4.3]  5.2.12.3 Dingo 01 Source Rock Study - Marchioni 1982 .pdf      [5.2.4.4]  5.2.12.4 Dingo 01 Source-Bed Evaluation, CoreLabs 1982, GCS81111A .pdf      [5.2.4.5]  5.2.12.5 1982 Thermal maturation of potential Cambrian source rocks in the Amadeus Basin, Gorter 1982 .pdf      [5.2.4.6]  5.2.12.6 1984 Hydrocarbon Generation in the Amadeus Basin, Jackson et al .pdf      [5.2.4.7]  5.2.12.7 Biostratigraphic examination of selected ordovician samples from Amadeus Basin, Cooper1981 .pdf      [5.2.4.8]  5.2.12.8 Palynological Report on Core and Cuttings from eight wells in the Amadeus Basin, Owen and Glikson .pdf      [5.2.5]  5.2.13 Downhole Diagrams      [5.2.5.1]  5.2.13.1 Dingo 01 downhole diagram .pdf      [5.2.5.2]  5.2.13.2 Dingo 02 downhole diagram .pdf      [5.2.5.3]  5.2.13.3 Dingo 03 downhole diagram .pdf      [5.2.6]  5.2.2 Pre-FEED      [5.2.6.1]  5.2.2.1 Dingo Gas Field Development - Pre-FEED Report - GPA Engineering 12342-RPT-001 Rev 0 May-2013.pdf      [5.2.7]  5.2.3 Well Completion Reports        





 







[5.2.7.1]  5.2.3.1 Dingo-1 Well Completion Report Pancon Apr-1982.pdf      [5.2.7.2]  5.2.3.2 Dingo-2 Well Completion Report Pancon Oct-1984.pdf      [5.2.7.3]  5.2.3.3 Dingo-3 Well Completion Report - Magellan Apr-1991.pdf      [5.2.7.4]  5.2.3.4 Dingo-4 Well Completion Report - Magellan Jul-1992.pdf      [5.2.8]  5.2.4 Flow Tests      [5.2.8.1]  5.2.4.1 Dingo-2 & 3 Flow Testing Program April-May 1991 - Magellan Jul-91.pdf      [5.2.8.2]  5.2.4.2 Dingo-2 Well Flow Test - OilServ Australia Apr-1991-Part 1.pdf      [5.2.8.3]  5.2.4.3 Dingo-2 Well Flow Test - OilServ Australia Apr-1991-Part 2.pdf      [5.2.8.4]  5.2.4.4 Dingo-3 Flow Well Test - OilServ Australia Apr-1991-Part 1.pdf      [5.2.8.5]  5.2.4.5 Dingo-3 Flow Well Test - OilServ Australia Apr-1991-Part 2.pdf      [5.2.9]  5.2.5 Gas specification      [5.2.9.1]  5.2.5.1 Dingo Raw Gas - Average Gas Spec (28-Feb-2013) .pdf      [5.2.10]  5.2.7 Dingo-3 Workover      [5.2.10.1]  5.2.7.1 Dingo-2 Tubing Head Gas Analyses - Bureau Veritas Report 12PEAD0037242-723938 23-Aug-2012.PDF      [5.2.10.2]  5.2.7.2 Dingo-2 Wellhead Gas Analyses - Bureau Veritas - 31-01-2013 - 13PEAD0001858-744680.pdf      [5.2.10.3]  5.2.7.3 Dingo-3 Tubing Head Gas Analyses - Bureau Veritas Report 12PEAD0037242-723938 23-Aug-2012.PDF      [5.2.11]  5.2.8 Reservoir Fluid Data      [5.2.11.1]  5.2.8.1 Dingo-2 Tubing Head Gas Analyses - Bureau Veritas Report 12PEAD0037242-723938 23-Aug-2012.PDF      [5.2.11.2]  5.2.8.2 Dingo-2 Wellhead Gas Analyses - Bureau Veritas - 31-01-2013 - 13PEAD0001858-744680.pdf      [5.2.11.3]  5.2.8.3 Dingo-3 Tubing Head Gas Analyses - Bureau Veritas Report 12PEAD0037242-723938 23-Aug-2012.PDF      [5.2.12]  5.2.9 Core Data      [5.2.12.1]  5.2.9.1 Dingo 01 Core Thin Section Analysis, Davies & Assoc. .pdf      [5.2.12.2]  5.2.9.2 Dingo 02 Routine Core Analysis and Petrography Reports, Amdel 1984 .pdf      [5.2.12.3]  5.2.9.3 Dingo 02 Routine Core Analysis and colour photography, CoreLabs July 1984, CA2-CA21 .pdf      [5.2.13]  5.2.6 Dingo-1 Redrill - High Level Cost Review - Lugus Resources Apr-2013.pdf      [5.3]  5.3 Amadeus Basin      [5.3.1]  5.3.1 CTP Amadeus-Unconventional-Assessment Lower Larapinta Group.pdf      [5.4]  5.4 Digital Data notice.docx      [6]  6.0 Company Information      [6.1]  6.1 Magellan Petroleum Financial Reports      [6.1.1]  6.1.1 2011 MPAL Financial Report - final (lodged 28-Oct11).pdf      [6.1.2]  6.1.2 2012 MPAL Financial Report - FINAL (lodged 28-Sep'12).pdf        





 







[6.2]  6.2 MPA Organisational Chart      [6.2.1]  6.2.1 MPA Corporate Organisation Chart - Sep-2013.pdf      [6.2.2]  6.2.2 MPA Organisational Chart Descriptions.pdf      [6.2.3]  6.2.3 MPA Staff Organisation Chart.pdf      [6.3]  6.3 Magellan Petroleum (NT) Financial Reports      [6.3.1]  6.3.1 2011 MPNT Financial Report.pdf      [6.3.2]  6.3.2 2012 MPNT Financial Report.pdf      [6.4]  6.4 Quarterly MPAL P&L      [6.4.1]  6.4.1 Quarterly P&Ls MPAL 2011 to 2013_001.pdf      [7]  7.0 Reserves Report      [7.1]  7.2 Historic Reserves Reports      [7.1.1]  7.2.1 2009 Palm Valley Reserves as at 31-Dec-2008 Final Report, Magellan.pdf      [7.1.2]  7.2.2 1995 Palm Valley Reservoir Study Update, GeoQuest, Mar 1996.pdf      [7.1.3]  7.2.3 1995 Palm Valley Reservoir Study Update- Figures, Tables, GeoQuest, Mar 1996_Part 1.pdf      [7.1.4]  7.2.4 1995 Palm Valley Reservoir Study Update- Figures, Tables, GeoQuest, Mar 1996_Part 2.pdf      [7.1.5]  7.2.5 1999 Palm Valley Reservoir Study Update, Poollen, Au, Jan 2000.pdf      [7.1.6]  7.2.6 2009 Palm Valley Reserves - RISC Audit - SPE PRMS 30Jun09.pdf      [7.2]  7.1 Amended Ryder Scott June 2013.pdf      [7.3]  Amended Ryder Scott Reserves Report      [8]  8.0 Management Presentation      [9]  Central Petroleum Q&A      [9.1]  3.4.f Palm Valley Royalty Assessments      [9.1.1]  3.4.f.1 Palm Valley 2011-12 Royalty Assessment.pdf      [9.1.2]  3.4.f.2 Palm Valley 2010-11 Royalty Assessment.pdf      [9.1.3]  Thumbs.db      [9.2]  3.8.4 Payroll Tax      [9.2.1]  3.8.4.1 NT Payroll Tax 2012-13 Annual Return and Payment.pdf      [9.2.2]  3.8.4.2 QLD Payroll Tax 2012-13 Annual Return and Refund.pdf      [9.2.3]  3.8.4.3 QLD Payroll tax Audit Dated 2 Feb 2011.pdf      [9.2.4]  Thumbs.db      [9.3]  3.8.5 Fringe Benefits Tax      [9.3.1]  3.8.5.1 MPAL 2013 FBT Return.PDF        





 







[9.3.2]  3.8.5.2 MPAL Fringe Benefits Tax Account.pdf      [9.3.3]  Thumbs.db      [9.4]  3.8.6 GST      [9.4.1]  3.8.6.1 MPAL Integrated GST Account.pdf      [9.4.2]  Thumbs.db      [9.5]  Application for Dingo Pipeline Licence      [9.5.1]  Dingo Pipeline - Construction Environmental Management Plan - Low Ecological v2 15-Jan-2014.pdf      [9.5.2]  Dingo Pipeline - Design, Construction and Operation Validation Terms of Reference Rev 0 11-Dec-2013.pdf      [9.5.3]  Dingo Pipeline Project Archaeological Assessment - T Hill Dec-2013.pdf      [9.5.4]  Energy Pipelines Act Tenure Issues For Dingo Gas Field To Brewer Estate Gas Pipeline - Ward Kellar 16-Dec-2013.pdf      [9.5.5]  Enviro IA - Proposed Dingo Gas Pipeline to Brewer Estate.pdf      [9.5.6]  MPA RL2 - PEP - 001 Project Execution Plan Rev 0 - 16-Dec-2013.pdf      [9.5.7]  MPA RL2 - PMP - 001 Pipeline Management Plan Rev 0 - 16-Dec-2013.pdf      [9.5.8]  Maegllan Application for Pipeline Licence Rev1 - Full version 13137mvc.pdf      [9.6]  Da Gama - Due Diligence Check List - Jarl Pty Ltd      [9.6.1]  Da Gama - Due Diligence Check List - Jarl Pty Ltd ANSWERS.doc      [9.6.2]  Item 1(b).1 - Share transfers.pdf      [9.6.3]  Item 1(b).2 - ASIC company Summary.pdf      [9.6.4]  Item 1(c).1 - Constitution.pdf      [9.6.5]  Item 1(e).1 Jarl - Directors & Officers.pdf      [9.6.6]  Item 1(g).1 jarl minutes_001.pdf      [9.7]  Da Gama - RFI (5 December 2013)      [9.7.1]  Da Gama - RFI (5 December 2013).docx      [9.7.2]  Item 2.1 - Environmental Assessment & Management Report - PV Gas Project - Dames & Moore 1982 Appendices.pdf      [9.7.3]  Item 2.2 - Environmental Assessment & Management Report - PV Gas Project - Dames & Moore 1982 Text.pdf      [9.7.4]  Item 3.1 - Environment Australia - PV-11 Referral Decision - 28-Oct-2003.pdf      [9.7.5]  Item 4.1 - DLPE letter of approval - Disposal of Brine on Lake Lewis - 01-Dec-1998.pdf      [9.7.6]  Item 4.2 - DLPE letter of approval - Disposal of Salt on Lake Lewis -11-Dec-1998.pdf      [9.7.7]  Item 4.3 - AAPA Authority Certificate - Disposal of Brine & Salt on Lake Lewis - 08-Dec-1998.pdf      [9.7.8]  Thumbs.db      [9.8]  Da Gama - RFI (9 December 2013)      [9.8.1]  Da Gama - RFI (9 December 2013) MPA Response.docx        





 







[9.8.2]  Da Gama - RFI (9 December 2013) UPDATED RESPONSE.docx      [9.8.3]  Item 1(1) - Carparking Licence Agreement 15-Jun-2012.pdf      [9.8.4]  Item 2.1 - Burgoyne Case Writ.pdf      [9.8.5]  Item 2.2 - Magellan Summary of Burgoyne Case.pdf      [9.8.6]  Item 4(1) - PL3 Compliance Audit 2012 - Submission Cover Letter and Text - no Appendices.pdf      [9.8.7]  Item 9(1) - DME Email re RL2 Renewal - Request for prior expenditure statement 26-Nov-2013.pdf      [9.9]  Da Gama - RFI (11 December 2013)      [9.9.1]  Da Gama - RFI (11 December 2013).docx      [9.9.2]  Item 1(1) - MPAL - National Greenhouse Energy Annual Report 2008-09 - 22-Oct-2010.pdf      [9.9.3]  Item 1(2) - MPAL - National Greenhouse Energy Annual Report 2009-10 - 28-Oct-2010.pdf      [9.9.4]  Item 1(3) - MPAL - National Greenhouse Energy Annual Report 2010-11 - 21-Oct-2011.pdf      [9.9.5]  Item 1(4) - MPAL - National Greenhouse Energy Annual Report 2011-12 - 17-Sep-2012.pdf      [9.9.6]  Item 4(1) - Palm Valley Environmental Incident Register as at 30-Nov-2013.pdf      [9.10]  Da Gama - RFI (30 January 2014)      [9.10.1]  Da Gama - RFI (30 January 2014) Answers.docx      [9.10.2]  Item 1.1 - Termination of Pipeline Leveraged Lease.pdf      [9.10.3]  Item 1.2 - Lohengrin Pty Ltd Resolution of Directors.pdf      [9.10.4]  Item 1.3 - Media Release - NTs Major Gas Pipeline purchased by APA 17062011.pdf      [9.10.5]  Item 2.1 - Pitney Bowes Agreement.pdf      [9.11]  Dingo Field - Other Documents      [9.11.1]  Aboriginal Areas Protection Authority Letter - 09-Dec-2013 Abstract of Records.pdf      [9.11.2]  Brewer Estate Land Survey - Calder Harris - 317303 - 22-12-2013.pdf      [9.11.3]  DPLE - NTP 6219 Brewer Estate Development Application Consent 20-Dec-2013.pdf      [9.11.4]  Enviro IA - Proposed City Gate Gas Treatment Facility at the Brewer Industrial Estate.pdf      [9.11.5]  Magellan Dingo Gas Field Dev MASTER PROJECT SCHEDULE Rev04 17-Dec-2013.pdf      [9.11.6]  Magellan Dingo Project - Master Project Schedule - SDykes email 19-Dec-2013.pdf      [9.11.7]  Statement of Effect - Brewer estate Subdivision - MasterPlan 1217REP01 - 14-Dec-2014.pdf      [9.12]  Dingo Petrel Project      [9.12.1]  Dingo.ptd      [9.12.1.1]  Ocean      [9.12.1.1.1]  LocalReservoirSeismicDataSource.dataSource      [9.12.1.1.2]  LocalReservoirSeismicDataSource.settings        





 







[9.12.1.1.3]  RealTimeMappings.xml      [9.12.1.1.4]  Slb.Drilling.Visualization.RealTime.Settings.xml      [9.12.1.1.5]  Slb.Petrel.UO.BBSampler.xml      [9.12.1.1.6]  Slb.Petrel.UO.CCSampler.xml      [9.12.1.1.7]  Slb.Petrel.UO.FFSampler.xml      [9.12.1.1.8]  Slb.Petrel.UO.Optimization.xml      [9.12.1.1.9]  Slb.Petrel.UO.PBSampler.xml      [9.12.1.1.10]  Slb.Petrel.UO.RSProxy.xml      [9.12.1.1.11]  Slb.Petrel.UO.UKProxy.xml      [9.12.1.2]  OceanDataPath      [9.12.1.2.1]  9150F39B-141E-45af-996E-7B92EF75B7A1.xml      [9.12.1.3]  OceanExtensionData      [9.12.1.3.1]  OceanExtensionData.xml      [9.12.1.4]  SMD      [9.12.1.4.1]  GMS      [9.12.1.4.2]  ModelingData.xml      [9.12.1.5]  0ac0cd87-fc8a-44b4-8193-ecae50fc4237.ptd      [9.12.1.6]  0cfafb14-f4b7-45a6-89e3-adb8e522d012.ptd      [9.12.1.7]  0eee4a8b-273c-44d1-b076-8ef618e30584.ptd      [9.12.1.8]  1a831f0a-dee4-4346-bf00-c33af04e21ac.ptd      [9.12.1.9]  1df8c6a0-5ee3-44ba-8ea7-2e950b72aa74.ptd      [9.12.1.10]  1eb5e0fb-ff4a-4457-83aa-45d6a6569125.ptd      [9.12.1.11]  1f166f0a-ed3d-4645-b7bb-e2e3e67b5762.ptd      [9.12.1.12]  2afd1b14-6311-49b1-89f2-a88bd27d04a6.ptd      [9.12.1.13]  2c43f1f2-5e32-468b-8f56-9416a80b2985.ptd      [9.12.1.14]  2db0d99a-398d-4a5e-a565-421e7057b0a2.ptd      [9.12.1.15]  2ea9db89-64e4-4a6f-a895-ec268d938a00.ptd      [9.12.1.16]  2faae8d8-3e8f-46b7-94fa-1ca6ac6c858e.ptd      [9.12.1.17]  3adef60a-30a6-4a89-8e8e-85fd274c5c1b.ptd      [9.12.1.18]  3b41311c-66a1-4275-94d0-ab1e9baf4f09.ptd      [9.12.1.19]  3bb07268-349a-4f23-9b4c-423f2668cb3f.ptd      [9.12.1.20]  3bf0b557-1817-443f-ba5b-2816c2c8d69d.ptd        





 







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[9.12.1.245]  ff6d2ccb-83b4-413a-9952-08483e0593a1.ptd      [9.12.1.246]  ffc88bd1-f405-488e-8c19-ca567f1b90af.ptd      [9.12.1.247]  project_information.xml      [9.12.2]  Dingo.pet      [9.12.3]  Petrel Model Cross sections.pptx      [9.13]  Dingo Terrastation      [9.13.1]  Dingo.BXX      [9.13.2]  Dingo.CXX      [9.13.3]  Dingo.W01      [9.13.4]  Dingo.W02      [9.13.5]  Dingo.W03      [9.13.6]  Dingo.W04      [9.13.7]  Dingo.WXX      [9.13.8]  Dingo.Z01      [9.13.9]  Dingo.Z02      [9.13.10]  Dingo.ZXX      [9.13.11]  Dingo.cpl      [9.13.12]  Dingo.wel      [9.13.13]  Dingo 1 Arumbera Header.plt      [9.13.14]  Dingo 1 Arumbera Header.tpl      [9.13.15]  Dingo 1 Arumbera_Interp.jpg      [9.13.16]  Dingo 1 Arumbera_Interp.plt      [9.13.17]  Dingo 1 Arumbera_Interp_9_4_13.pdf      [9.13.18]  Dingo 1 Arumbera_Interp_9_4_13.plt      [9.13.19]  Dingo 1 Arumbera_Interp_27_3_13.plt      [9.13.20]  Dingo 1 Arumbera_Interp_prelim.pdf      [9.13.21]  Dingo 1 Deviation Plot.jpg      [9.13.22]  Dingo 1 Deviation Plot.pdf      [9.13.23]  Dingo 1 Deviation Plot.plt      [9.13.24]  Dingo 1 Deviation calculations.asc      [9.13.25]  Dingo 1 Deviation data.asc      [9.13.26]  Dingo 1 Julie Header.plt        





 







[9.13.27]  Dingo 1 Julie Header.tpl      [9.13.28]  Dingo 1 Julie_Interp.jpg      [9.13.29]  Dingo 1 Julie_Interp.plt      [9.13.30]  Dingo 1 Julie_Interp_9_4_13.pdf      [9.13.31]  Dingo 1 Julie_Interp_9_4_13.plt      [9.13.32]  Dingo 1 Julie_Interp_27_3_13.plt      [9.13.33]  Dingo 1 Julie_Interp_prelim.pdf      [9.13.34]  Dingo 1 NP_Julie_CAT1.jpg      [9.13.35]  Dingo 1 NP_Julie_CAT1.pdf      [9.13.36]  Dingo 1 NP_Julie_CAT1.txt      [9.13.37]  Dingo 1 NP_Julie_CAT2.jpg      [9.13.38]  Dingo 1 NP_Julie_CAT2.pdf      [9.13.39]  Dingo 1 NP_Julie_CAT2.txt      [9.13.40]  Dingo 1 NP_L_2990-3002_CAT1.jpg      [9.13.41]  Dingo 1 NP_L_2990-3002_CAT1.pdf      [9.13.42]  Dingo 1 NP_L_2990-3002_CAT1.txt      [9.13.43]  Dingo 1 NP_L_2990-3002_CAT2.jpg      [9.13.44]  Dingo 1 NP_L_2990-3002_CAT2.pdf      [9.13.45]  Dingo 1 NP_L_2990-3002_CAT2.txt      [9.13.46]  Dingo 1 NP_M_2981-88_CAT1.jpg      [9.13.47]  Dingo 1 NP_M_2981-88_CAT1.pdf      [9.13.48]  Dingo 1 NP_M_2981-88_CAT1.txt      [9.13.49]  Dingo 1 NP_M_2981-88_CAT2.jpg      [9.13.50]  Dingo 1 NP_M_2981-88_CAT2.pdf      [9.13.51]  Dingo 1 NP_M_2981-88_CAT2.txt      [9.13.52]  Dingo 1 NP_U_2963-75_CAT1.jpg      [9.13.53]  Dingo 1 NP_U_2963-75_CAT1.pdf      [9.13.54]  Dingo 1 NP_U_2963-75_CAT1.txt      [9.13.55]  Dingo 1 NP_U_2963-75_CAT2.jpg      [9.13.56]  Dingo 1 NP_U_2963-75_CAT2.pdf      [9.13.57]  Dingo 1 NP_U_2963-75_CAT2.txt      [9.13.58]  Dingo 1 Run Parameters.jpg        





 







[9.13.59]  Dingo 1 Temperature Plot.jpg      [9.13.60]  Dingo 1 Temperature Plot.pdf      [9.13.61]  Dingo 1 Temperature Plot.plt      [9.13.62]  Dingo 1 Temperature Plot_2.jpg      [9.13.63]  Dingo 2 Arumbera Header.plt      [9.13.64]  Dingo 2 Arumbera Header.tpl      [9.13.65]  Dingo 2 Arumbera_Interp.jpg      [9.13.66]  Dingo 2 Arumbera_Interp.plt      [9.13.67]  Dingo 2 Arumbera_Interp_9_4_13.pdf      [9.13.68]  Dingo 2 Arumbera_Interp_9_4_13.plt      [9.13.69]  Dingo 2 Arumbera_Interp_27_3_13.plt      [9.13.70]  Dingo 2 Arumbera_Interp_prelim.pdf      [9.13.71]  Dingo 2 Core data.asc      [9.13.72]  Dingo 2 Core shift_A.jpg      [9.13.73]  Dingo 2 Core shift_A.pdf      [9.13.74]  Dingo 2 Core shift_A.plt      [9.13.75]  Dingo 2 Core shift_B.jpg      [9.13.76]  Dingo 2 Core shift_B.pdf      [9.13.77]  Dingo 2 Core shift_B.plt      [9.13.78]  Dingo 2 Deviation Plot.jpg      [9.13.79]  Dingo 2 Deviation Plot.pdf      [9.13.80]  Dingo 2 Deviation Plot.plt      [9.13.81]  Dingo 2 Deviation calculations.asc      [9.13.82]  Dingo 2 Deviation data.asc      [9.13.83]  Dingo 2 Interp for TEXT_9_4_13.jpg      [9.13.84]  Dingo 2 Interp for TEXT_9_4_13.plt      [9.13.85]  Dingo 2 Interp for TEXT_Julie_9_4_13.jpg      [9.13.86]  Dingo 2 Interp for TEXT_Julie_9_4_13.plt      [9.13.87]  Dingo 2 Julie Header.plt      [9.13.88]  Dingo 2 Julie Header.tpl      [9.13.89]  Dingo 2 Julie_Interp.jpg      [9.13.90]  Dingo 2 Julie_Interp.plt        





 







[9.13.91]  Dingo 2 Julie_Interp_9_4_13.pdf      [9.13.92]  Dingo 2 Julie_Interp_9_4_13.plt      [9.13.93]  Dingo 2 Julie_Interp_27_3_13.plt      [9.13.94]  Dingo 2 Julie_Interp_prelim.pdf      [9.13.95]  Dingo 2 NP_2982-2992_15_3_13.txt      [9.13.96]  Dingo 2 NP_2982-2992_initial.txt      [9.13.97]  Dingo 2 NP_Julie_CAT1.jpg      [9.13.98]  Dingo 2 NP_Julie_CAT1.pdf      [9.13.99]  Dingo 2 NP_Julie_CAT1.txt      [9.13.100]  Dingo 2 NP_Julie_CAT2.jpg      [9.13.101]  Dingo 2 NP_Julie_CAT2.pdf      [9.13.102]  Dingo 2 NP_Julie_CAT2.txt      [9.13.103]  Dingo 2 NP_L_2982-93_CAT1.jpg      [9.13.104]  Dingo 2 NP_L_2982-93_CAT1.pdf      [9.13.105]  Dingo 2 NP_L_2982-93_CAT1.txt      [9.13.106]  Dingo 2 NP_L_2982-93_CAT2.jpg      [9.13.107]  Dingo 2 NP_L_2982-93_CAT2.pdf      [9.13.108]  Dingo 2 NP_L_2982-93_CAT2.txt      [9.13.109]  Dingo 2 NP_M_2968-75_CAT1.jpg      [9.13.110]  Dingo 2 NP_M_2968-75_CAT1.pdf      [9.13.111]  Dingo 2 NP_M_2968-75_CAT1.txt      [9.13.112]  Dingo 2 NP_M_2968-75_CAT2.jpg      [9.13.113]  Dingo 2 NP_M_2968-75_CAT2.pdf      [9.13.114]  Dingo 2 NP_M_2968-75_CAT2.txt      [9.13.115]  Dingo 2 NP_U_2955-65_CAT1.jpg      [9.13.116]  Dingo 2 NP_U_2955-65_CAT1.pdf      [9.13.117]  Dingo 2 NP_U_2955-65_CAT1.txt      [9.13.118]  Dingo 2 NP_U_2955-65_CAT2.jpg      [9.13.119]  Dingo 2 NP_U_2955-65_CAT2.pdf      [9.13.120]  Dingo 2 NP_U_2955-65_CAT2.txt      [9.13.121]  Dingo 2 Run Parameters.jpg      [9.13.122]  Dingo 2 Temperature Plot.jpg        





 







[9.13.123]  Dingo 2 Temperature Plot.pdf      [9.13.124]  Dingo 2 Temperature Plot.plt      [9.13.125]  Dingo 2 XP_CorePorxCoreK.jpg      [9.13.126]  Dingo 2 XP_CorePorxCoreK.plt      [9.13.127]  Dingo 2 XP_CorePorxDT.jpg      [9.13.128]  Dingo 2 XP_CorePorxDT.pdf      [9.13.129]  Dingo 2 XP_CorePorxDT.plt      [9.13.130]  Dingo 2 XP_CorePorxDT_Jul.plt      [9.13.131]  Dingo 2 XP_CorePorxPHIDEN_Jul.jpg      [9.13.132]  Dingo 2 XP_CorePorxPHIDEN_Jul.plt      [9.13.133]  Dingo 2 XP_CorePorxPHIDEN_Jul_Final.jpg      [9.13.134]  Dingo 2 XP_CorePorxPHIDEN_Jul_Final.plt      [9.13.135]  Dingo 2 XP_CorePorxPHIDT.jpg      [9.13.136]  Dingo 2 XP_CorePorxPHIDT.plt      [9.13.137]  Dingo 2 XP_CorePorxPHIDT_Final.jpg      [9.13.138]  Dingo 2 XP_CorePorxPHIDT_Final.plt      [9.13.139]  Dingo 2 XP_CorePorxPHIDT_Jul.plt      [9.13.140]  Dingo 2 XP_CorePorxPHIDT_Jul_Final.plt      [9.13.141]  Dingo 2 XP_CorePorxRHOB_Jul.jpg      [9.13.142]  Dingo 2 XP_CorePorxRHOB_Jul.plt      [9.13.143]  Dingo 3 Deviation Plot.jpg      [9.13.144]  Dingo 3 Deviation Plot.pdf      [9.13.145]  Dingo 3 Deviation Plot.plt      [9.13.146]  Dingo 3 Deviation calculations.asc      [9.13.147]  Dingo 3 Deviation data.asc      [9.13.148]  Dingo 4 Arumbera Header.plt      [9.13.149]  Dingo 4 Arumbera Header.tpl      [9.13.150]  Dingo 4 Arumbera Header_A.plt      [9.13.151]  Dingo 4 Arumbera_Interp.jpg      [9.13.152]  Dingo 4 Arumbera_Interp.plt      [9.13.153]  Dingo 4 Arumbera_Interp_8_4_13.pdf      [9.13.154]  Dingo 4 Arumbera_Interp_8_4_13.plt        





 







[9.13.155]  Dingo 4 Arumbera_Interp_27_3_13.plt      [9.13.156]  Dingo 4 Arumbera_Interp_prelim.pdf      [9.13.157]  Dingo 4 Deviation Plot.jpg      [9.13.158]  Dingo 4 Deviation Plot.pdf      [9.13.159]  Dingo 4 Deviation Plot.plt      [9.13.160]  Dingo 4 Deviation calculations.asc      [9.13.161]  Dingo 4 Deviation data.asc      [9.13.162]  Dingo 4 Julie Header.plt      [9.13.163]  Dingo 4 Julie Header.tpl      [9.13.164]  Dingo 4 Julie_Interp.jpg      [9.13.165]  Dingo 4 Julie_Interp.plt      [9.13.166]  Dingo 4 Julie_Interp_8_4_13.pdf      [9.13.167]  Dingo 4 Julie_Interp_8_4_13.plt      [9.13.168]  Dingo 4 Julie_Interp_27_3_13.plt      [9.13.169]  Dingo 4 Julie_Interp_prelim.pdf      [9.13.170]  Dingo 4 NP_Julie_CAT1.jpg      [9.13.171]  Dingo 4 NP_Julie_CAT1.pdf      [9.13.172]  Dingo 4 NP_Julie_CAT1.txt      [9.13.173]  Dingo 4 NP_Julie_CAT2.jpg      [9.13.174]  Dingo 4 NP_Julie_CAT2.pdf      [9.13.175]  Dingo 4 NP_Julie_CAT2.txt      [9.13.176]  Dingo 4 NP_L_3068-84_CAT1.jpg      [9.13.177]  Dingo 4 NP_L_3068-84_CAT1.pdf      [9.13.178]  Dingo 4 NP_L_3068-84_CAT1.txt      [9.13.179]  Dingo 4 NP_L_3068-84_CAT2.jpg      [9.13.180]  Dingo 4 NP_L_3068-84_CAT2.pdf      [9.13.181]  Dingo 4 NP_L_3068-84_CAT2.txt      [9.13.182]  Dingo 4 NP_M_3058-67_CAT1.jpg      [9.13.183]  Dingo 4 NP_M_3058-67_CAT1.pdf      [9.13.184]  Dingo 4 NP_M_3058-67_CAT1.txt      [9.13.185]  Dingo 4 NP_M_3058-67_CAT2.jpg      [9.13.186]  Dingo 4 NP_M_3058-67_CAT2.pdf        





 







[9.13.187]  Dingo 4 NP_M_3058-67_CAT2.txt      [9.13.188]  Dingo 4 NP_U_3045-58_CAT1.jpg      [9.13.189]  Dingo 4 NP_U_3045-58_CAT1.pdf      [9.13.190]  Dingo 4 NP_U_3045-58_CAT1.txt      [9.13.191]  Dingo 4 NP_U_3045-58_CAT2.jpg      [9.13.192]  Dingo 4 NP_U_3045-58_CAT2.pdf      [9.13.193]  Dingo 4 NP_U_3045-58_CAT2.txt      [9.13.194]  Dingo 4 Run Parameters.jpg      [9.13.195]  Dingo 4 Temperature Plot.jpg      [9.13.196]  Dingo 4 Temperature Plot.pdf      [9.13.197]  Dingo 4 Temperature Plot.plt      [9.13.198]  Dingo_0001.ADT      [9.13.199]  Dingo_0001.CMT      [9.13.200]  Dingo_0001.CVH      [9.13.201]  Dingo_0001.ENG      [9.13.202]  Dingo_0001.GSY      [9.13.203]  Dingo_0001.IHD      [9.13.204]  Dingo_0001.RUN      [9.13.205]  Dingo_0002.ADT      [9.13.206]  Dingo_0002.CVH      [9.13.207]  Dingo_0002.ENG      [9.13.208]  Dingo_0002.GSY      [9.13.209]  Dingo_0002.IHD      [9.13.210]  Dingo_0002.RUN      [9.13.211]  Dingo_0002.sft      [9.13.212]  Dingo_0003.ADT      [9.13.213]  Dingo_0003.CVH      [9.13.214]  Dingo_0003.IHD      [9.13.215]  Dingo_0004.ADT      [9.13.216]  Dingo_0004.CMT      [9.13.217]  Dingo_0004.CVH      [9.13.218]  Dingo_0004.ENG        





 







[9.13.219]  Dingo_0004.IHD      [9.13.220]  Dingo_0004.RUN      [9.13.221]  Dual Water model.jpg      [9.13.222]  Dual Water model.pdf      [9.13.223]  Magellan Logo_27_3_13.plt      [9.13.224]  MagellanPetroleum_Logo.jpg      [9.13.225]  MagellanPetroleum_Logo.tif      [9.13.226]  MagellanPetroleum_Logo_2.jpg      [9.13.227]  Net Pay Comparison.jpg      [9.13.228]  TVsurvey.tmp      [9.13.229]  Water Analyses_NaCl equivalent.xlsx      [9.13.230]  tm032424.18      [9.13.231]  tm033728.18      [9.13.232]  tm033810.14      [9.13.233]  tm034140.14      [9.13.234]  tm052709.4      [9.13.235]  tm234048.18      [9.13.236]  tm236044.13      [9.13.237]  tm236116.9      [9.14]  Financial DD Documents      [9.14.1]  Fixed Assets Registers with WDV.docx      [9.14.2]  Item 1.01 6.3.1 2011 MPNT Financial Report.pdf      [9.14.3]  Item 1.02 6.3.2 2012 MPNT Financial Report.pdf      [9.14.4]  Item 1.03 2013 MPNT Financial Report - FINAL (lodged 24-Oct'13).pdf      [9.14.5]  Item 1.04 MPNT TB_YTD June 2012.xlsx      [9.14.6]  Item 1.05 MPNT TB_YTD June 2013.xlsx      [9.14.7]  Item 1.06 MPNT TB_YTD Oct 2013.xlsx      [9.14.8]  Item 1.07 PV TB_Cumulative June 2012.pdf      [9.14.9]  Item 1.08 PV TB_Cumulative June 2013.pdf      [9.14.10]  Item 1.09 PV TB_Cumulative Oct 2013.pdf      [9.14.11]  Item 1.10 PV TB_YTD June 2012.pdf      [9.14.12]  Item 1.11 PV TB_YTD June 2013.pdf        





 







[9.14.13]  Item 1.12 PV TB_YTD Oct 2013.pdf      [9.14.14]  Item 1.13 PVJV - Jun 13.pdf      [9.14.15]  Item 1.14 PVJV - Oct 13.pdf      [9.14.16]  Item 1.15 PVJV_Expenditure & Contributions Reports_June 12.pdf      [9.14.17]  Item 1.16 Reconciliation of MPNT take up of PV_June 2012.xlsx      [9.14.18]  Item 1.17 Reconciliation of MPNT take up of PV_June 2013.xlsx      [9.14.19]  Item 1.18 Reconciliation of MPNT take up of PV_YTD Oct 2013.xlsx      [9.14.20]  Item 1.19 - 01 MPNT_Jun 2012_Interim 3.XLS      [9.14.21]  Item 1.20 - 01 MPNT_Jun 2013_Interim 3.XLS      [9.14.22]  Item 1.21 - 01 MPNT_Oct 2013_Interim 1.XLS      [9.14.23]  Item 1.22 01 MPNT_Nov 2013_Interim 1.xls      [9.14.24]  Item 2.01 - Board Audit Committee Report 11th September 2013.pdf      [9.14.25]  Item 8.01 - MPA Management Fee to MPNT.pdf      [9.14.26]  Item 9.01 - Trade Debtors & Bad Debts.pdf      [9.14.27]  Item 10.01 MPAL ASSET LISTING - 2014.xlsx      [9.14.28]  Item 10.01a MPAL ASSET LISTING - 2014 - UPDATED as at Nov 2013.xlsx      [9.14.29]  Item 10.01b MPA ASSET LISTING_WDV.xlsx      [9.14.30]  Item 10.02 MPNT ASSET LISTING - 2014.xlsx      [9.14.31]  Item 10.02a MPNT ASSET LISTING - 2014 - UPDATED as at Nov 2013.xlsx      [9.14.32]  Item 10.02b MPNT ASSET LISTING_WDV.xlsx      [9.14.33]  Item 19.01 - Rehabilitation Provision.pdf      [9.14.34]  Item 21.01 MPA Admin Costs.xlsx      [9.14.35]  Nov 13 TB PV Fixed asset_001.pdf      [9.14.36]  Project Mozart - Financial DD Answer to Q2.doc      [9.14.37]  Project Mozart - Financial DD Answers.doc      [9.15]  Further Legal DD Documents      [9.15.1]  Item 1.1 Brisbane office lease and car park licence.pdf      [9.15.2]  Item 1.2 Lease rental summary.pdf      [9.15.3]  Item 2.1 MPNT Alteration of Constitution.pdf      [9.15.4]  Item 5.1 Employee Listing.pdf      [9.15.5]  Item 5.2 - Employee List.pdf      [9.15.6]  Item 7.1 - Leave Summary and Liability to 31 Dec'13.pdf        





 







[9.15.7]  Item 8.1 - PV Royalty Overview.pdf      [9.15.8]  Item 8.2 - Dingo Royalty Overview.pdf      [9.15.9]  Item 8.3 - Seq 154 - Overriding Royalty No. 19 Jarl-MPAL - Dated 14-Nov-1979.pdf      [9.15.10]  Item 8.4 - Seq 156 - Overriding Royalty No. 18 Jarl-MPC - Dated 14-Nov-1979.pdf      [9.15.11]  Item 8.5 - Seq 139 - Overriding Royalty No. 02 Jarl - Dated 25-Sept-1964.pdf      [9.15.12]  Item 9.1 - Dingo Schedule of Expenditures for the period Ended 30-Sep-2013.pdf      [9.15.13]  Item 9.2 - Dingo Schedule of Expenditures for the period Ended 31-Oct-2013.pdf      [9.15.14]  Item 10.1 - Emails - PWC-Envestra - Brewer Estate tie-in Point - Nov-2013.pdf      [9.16]  GPA Dingo FEED and Other Documents      [9.16.1]  Dingo Development GPA FEED Progress Report 2013-10-25.pdf      [9.16.2]  Dingo Development GPA FEED Progress Report 2013-11-08.pdf      [9.16.3]  Dingo Development GPA FEED Progress Report 2013-12-04.pdf      [9.16.4]  Dingo Gas Field Development FEED Report - GPA Engineering 13321-FEED-001 Rev 0 19-dec-2013.pdf      [9.16.5]  GPA 13321-BOD-001 Dingo FEED Design Basis Rev 0A SD 121113 IHH 121113.pdf      [9.16.6]  GPA 13321-OPR-001 Dingo Field Operation and Control Philosophy r0A - 22-Nov-2013.pdf      [9.16.7]  GPA 13321-REP-003 Dingo Cost Estimate Report Rev 0.pdf      [9.16.8]  GPA 13321-REP-003 Dingo Cost estimate Report - Addendum Rev 0 19-Dec-2013.pdf      [9.16.9]  GPA 13321-SMS-001 Rev B - Draft Post SMS Issue - Threat Matrix -26-Nov-2013.pdf      [9.16.10]  GPA 13321-SPE-001 Specification for Composite Line Pipe Oct 13.pdf      [9.16.11]  GPA - 13321 Detail Design, Construction and Commissioning Proposal Rev 0A.pdf      [9.16.12]  MPA RL2 - PEP - 001 Project Execution Plan Rev 0 - 16-Dec-2013.pdf      [9.16.13]  Magellan Dingo Field Development FEED Proposal GPA 13321 Rev 0 20-Aug-2013.pdf      [9.17]  GPA Meeting (21 Jan 2014) requests      [9.17.1]  13321-LIS-001 Dingo Issues List 6-1-2013.pdf      [9.17.2]  13321-LIS-002 TQ Register - rF.PDF      [9.17.3]  13321-REP-002-r0 -HAZOP Report for issue.pdf      [9.17.4]  13321-SMS-001 SMS Report - Rev 0.pdf      [9.17.5]  GPA Engineering - Methanol as hydrate inhibitor (Dingo) 22-Jan-2013.pdf      [9.17.6]  Thumbs.db      [9.18]  Historic Royalty Information      [9.18.1]  Magellan Royalty Return NTGov Dec 13.pdf      [9.18.2]  PVJV Royalty Calculation_Dec 2013.xlsx        





 







[9.18.3]  Thumbs.db      [9.19]  LAS      [9.19.1]  Dingo      [9.19.1.1]  Interp LAS Files      [9.19.1.1.1]  Dingo 1_Interp.las      [9.19.1.1.2]  Dingo 2_Interp.las      [9.19.1.1.3]  Dingo 4_Interp.las      [9.19.1.2]  Raw Las Files      [9.19.1.2.1]  Dingo 1_Raw.las      [9.19.1.2.2]  Dingo 2_Raw.las      [9.19.1.2.3]  Dingo 3_Raw.las      [9.19.1.2.4]  Dingo 4_Raw.las      [9.19.1.3]  Dingo_01_logs.las      [9.19.1.4]  Dingo_02_logs.las      [9.19.1.5]  Dingo_03_logs.las      [9.19.1.6]  Dingo_04_logs.las      [9.19.2]  Palm Valley      [9.19.2.1]  PV11ST_Int_HALS-BHC-PEX_24July.las      [9.19.2.2]  PV11ST_TDSection_PEX-BHC-HALS.las      [9.19.2.3]  pv1logs.las      [9.19.2.4]  pv2logs.las      [9.19.2.5]  pv3logs.las      [9.19.2.6]  pv4logs.las      [9.19.2.7]  pv5logs.las      [9.19.2.8]  pv6blogs.las      [9.19.2.9]  pv7logs.las      [9.19.2.10]  pv8logs.las      [9.19.2.11]  pv9logs.las      [9.19.2.12]  pv10alogs.las      [9.20]  Legal DD Documents      [9.20.1]  AFE RL2-13-001 Dingo Field Development - FEED Engineering 01-Oct-13.pdf      [9.20.2]  AFE RL2-13-002 Dingo Field Development - Project Management 01-Oct-13.pdf        





 







[9.20.3]  AFE RL2-13-003 Dingo Field Development - Brewer Estate Land & Planning.pdf      [9.20.4]  AFE RL2-13-004 Dingo Field Development - Permitting Production & Pipeline Licences.pdf      [9.20.5]  Item 1.1.pdf      [9.20.6]  Item 1.2 (a) 090826 ASIC Certificate of Registration - MPNT.pdf      [9.20.7]  Item 1.2 (b) MPNT Alteration of Constitution.pdf      [9.20.8]  Item 1.2 (d) Names & Addresses of Directors etc.pdf      [9.20.9]  Item 1.2 (e) Bankers & Authorised Signatories.pdf      [9.20.10]  Item 1.2 (f) MPNT Board Minutes.pdf      [9.20.11]  Item 1.3 (a) 2,267,412 fully paid ord $2 shares.pdf      [9.20.12]  Item 1.3 (a) Shares.pdf      [9.20.13]  Item 1.3 (b) Shares.pdf      [9.20.14]  Item 1.4 Ltr from Qld Govt re Payroll Tax Audit.pdf      [9.20.15]  Item 3.1(e) (1) - Palm Valley GPA Operations Support Proposal 2010.pdf      [9.20.16]  Item 3.1(g)(1) - MPA PO 20105 - GPA FEED proposal 11-Oct-2013.pdf      [9.20.17]  Item 3.1(g)(2) - MPA PO 20111 - Mipela Geosolutions GIS 18-Nov-2013.pdf      [9.20.18]  Item 3.1(g)(3) - MPA PO 20114 - Calder Harris Surveyors 29-Nov-2013.pdf      [9.20.19]  Item 3.1(g)(4) - Ward Keller - Terms of Engagement 20-Aug-2013.pdf      [9.20.20]  Item 3.4(1) - Consultancy Contract - Stephen Dykes Gemseekers - 17-Oct-2013.pdf      [9.20.21]  Item 3.4(2) - Consultancy Contract - John Blain 11-Nov-2013, Ninox.pdf      [9.20.22]  Item 3.4(3) - Consultancy Contract - Cypher - Nick Hall 26-Jun-2013.pdf      [9.20.23]  Item 3.4(4) - Consultancy Contract - Alberto Kamenar 03-Jul-2012.pdf      [9.20.24]  Item 4.1(10) - Palm Valley CLC Advisory Committee Meeting 23-May-2013.pdf      [9.20.25]  Item 4.1(2) - DME Letter - 13-Aug-13 - Production Licence Advice.pdf      [9.20.26]  Item 4.1(3) - Ward Keller Letter 29-Aug-2013 - DME PL RTN Process.pdf      [9.20.27]  Item 4.1(4) - DME Letter - 04-Oct-13 - Production Licence Advice.pdf      [9.20.28]  Item 4.1(5) - Ward Keller Letter 10-Oct-2013 - DME PL RTN Process.pdf      [9.20.29]  Item 4.1(6) - NTDME Letter 15-Nov-2013 - Section 29 Notice of Proposed PL Grant.pdf      [9.20.30]  Item 4.1(7) - NT Government Gazette - Dingo PL Section 29 Notice - 20-Nov-2013.pdf      [9.20.31]  Item 4.1(8)- Ward Keller Letter 21-Nov-2013 - DME Pipeline Native Title.pdf      [9.20.32]  Item 4.1(9) - Ward Keller Email 22-Nov-2013 - DME Pipeline Native Title.pdf      [9.20.33]  Item 4.2(2) - Lake Lewis Indigenous Land Use Agreement - Dated 10-Nov-2004.pdf      [9.20.34]  Item 4.2(4) - Magellan Letter 17-Jul-13 - Dingo Development NT Agreement 13083mvc.pdf        





 







[9.20.35]  Item 4.2(5) - CLC Letter 13-Aug-2013 - Dingo Gas Field Development -- 201308131557.pdf      [9.20.36]  Item 4.2(6) - Magellan Letter 20-Aug-13 - Dingo Development 13092mvc.pdf      [9.20.37]  Item 4.2(7) - Dingo Gas Field - Production Agreement - CLC First Draft 20131120.pdf      [9.20.38]  Item 5.2(1) - Liberty Underwriters PV Recommendations Report - 5-6 February 2009.pdf      [9.20.39]  Item 5.2(2) - Liberty Underwriters PV Recommendations Status Table 090531.pdf      [9.20.40]  Item 5.4 - Palm Valley - Maintenance and Safety Inspection Schedules 20131130.pdf      [9.20.41]  Item 5.5 - Details of Encumbrances etc.pdf      [9.20.42]  Item 7.1(a)(1) - Dingo Application for Petroleum Licence 13081mvc - 12-Jul-2013.pdf      [9.20.43]  Item 7.1(a)(2) - Dingo Application for Renewal of RL2 13109mvc 30-Oct-2013.pdf      [9.20.44]  Item 7.1(e)(1) - Palm Valley Joint Venture Deed of Assumption, Consent and Termination - Dated 01-Dec-2011.pdf      [9.20.45]  Item 7.1(e)(2) - Transfer of Title PL3 - Kufpec to MPNT - Dated 25-Oct-2002.pdf      [9.20.46]  Item 7.1(e)(3) - Dingo RL2 - Transfer CSPL-MPNT - Dated 24-Jul-1998.pdf      [9.20.47]  Item 7.1(e)(4) - Dingo RL2 - Transfer CSPL-MPNT - Dated 24-Jul-1998.pdf      [9.20.48]  Item 7.1(e)(5) - Deed of Assumption and Consent - Dingo JV - 24-Jul-1998.pdf      [9.20.49]  Item 7.1(g)(1) - PV OCM Minutes 24-Nov-2010.pdf      [9.20.50]  Item 7.1(g)(2) - PV OCM Minutes 31-May-2010.pdf      [9.20.51]  Item 7.1(g)(3) - PV OCM Minutes 07-Sep-2009.pdf      [9.20.52]  Item 7.1(i)(1) - Palm Valley Program & Budget 2013-14 Final 20130630.pdf      [9.20.53]  Item 7.1(i)(2) - Budget Schedules 2013-14 Revenue Update 20131130.pdf      [9.20.54]  Item 7.1(i)(3) - MPA RL2 - Project Execution Plan - 001 Project Execution Plan Rev A 231126.pdf      [9.20.55]  Item 7.1(i)(4) - Dingo 13321-BOD-001 Design Basis Rev 0B.pdf      [9.20.56]  Item 7.1(i)(5) - MPA-RP-G-001 Monthly Report for October 2013 Rev 0 041113.pdf      [9.20.57]  Item 7.1(i)(6) - Dingo Progress Report 2013-11-08.pdf      [9.20.58]  Item 7.1(i)(7) - Dingo Progress Report 2013-10-25.pdf      [9.20.59]  Item 8.3(1) - RL2 - 3rd Renewal 04-Feb-2009 - DME Cover Letter.pdf      [9.20.60]  Item 8.3(2) - Petroleum Lease No. 3 - Renewal 06-Nov-2003.pdf      [9.20.61]  Item 8.6(1) - OL3 - Regulartory Compliance - Outstanding Itms 20120829 img-829134423-0001.pdf      [9.20.62]  Item 8.6(2) - PL3 Compliance Audit 2012 - Submission 12090mvc.pdf      [9.20.63]  Item 8.6(3) - PV Compliance Audit Report for NT Regulations v3 100604.pdf      [9.20.64]  Item 8.6(4) - RMI API750 Review and Audit PVGF v1 18-Jun-2010.pdf      [9.20.65]  Item 9.1(1)(b) - Palm Valley Gas Field Production Report - September 2010.pdf      [9.20.66]  Item 9.1(1)(c) - Palm Valley Gas Field Production Report - September 2011.pdf        





 







[9.20.67]  Item 9.1(1)(d) - Palm Valley Gas Field Production Report - September 2012.pdf      [9.20.68]  Item 10.1 (a,b,c,d,e,g,k) Employee Listing.pdf      [9.20.69]  Item 10.11 MPALSTD01-PO06_v1 - Corporate - Human Resources Policies and Procedures.pdf      [9.20.70]  Item 10.16 (1) - MSTD09-PV-RG001_v4 Palm Valley Hazardous Substances Register.pdf      [9.20.71]  Item 10.19(1) - NT WorkSafe Workplace Palm valley Inspection Report 20131008.pdf      [9.20.72]  Item 10.19(2) - MSTD09-PC15_v0 Management of Ergonomic and Manual Handling Risks.pdf      [9.20.73]  Item 10.2 (a) to (i) + 10.2 (q) & (r) - Employee List.pdf      [9.20.74]  Item 10.2 (u) - Redundancy Entitlements_MPA Personnel.pdf      [9.20.75]  Item 10.21(1) - Palm Valley HSE Incident Report 20131130.pdf      [9.20.76]  Item 10.21(2) - Dingo Safety Management Study-001 Rev B - Draft Post SMS Issue - Threat Matrix.pdf      [9.20.77]  Item 10.21(3) - Dingo Project Safety management Study - Overview Presentation 26-Nov-2013.pdf      [9.20.78]  Item 10.22(1) - Workers Compensation NT - Statement of Salaries 15-Oct-2013.pdf      [9.20.79]  Item 10.23(1) - Workers Compensation Claim - MPA - M Pilz May-2011.pdf      [9.20.80]  Item 10.24 (1) - Details of Employees Superannuation Arrangements.pdf      [9.20.81]  Item 10.24 (2) - Sunsuper-for-life-Product-Disclosure-Statement[1].pdf      [9.20.82]  Item 10.3 (b) 071010 Empl Contract - COWIE MV.pdf      [9.20.83]  Item 10.3 (b) 071010 Empl Contract - MORFEA JP.pdf      [9.20.84]  Item 10.3 (b) 071010 Empl Contract - McINNES B.pdf      [9.20.85]  Item 10.3 (c) 070629 Empl Contract - HOFMAN Brent.pdf      [9.20.86]  Item 10.3 (c) 070629 Empl Contract - IRVINE Vanessa.pdf      [9.20.87]  Item 10.3 (c) 070629 Empl Contract - KINGSFORD D.pdf      [9.20.88]  Item 10.3 (c) 070629 Empl Contract - NIGHTINGALE Ailsa.pdf      [9.20.89]  Item 10.3 (c) 070716 Empl Contract - KLEIDON S.pdf      [9.20.90]  Item 10.3 (c) 070716 Empl Contract - DEVENISH B.pdf      [9.20.91]  Item 10.3 (c) 070716 Empl Contract - ENGLISH T.pdf      [9.20.92]  Item 10.3 (c) 070716 Empl Contract - TILBROOK GA.pdf      [9.20.93]  Item 10.3 (c) 070716 Empl Contract - WHITFORD KJ.pdf      [9.20.94]  Item 10.3 (c) 070810 Empl Contract - THREADINGHAM Jason.pdf      [9.20.95]  Item 10.3 (c) 101112 Empl Contract - ANAND, KA.pdf      [9.20.96]  Item 10.3 (c) 120723 Empl Contract - LUCAS Lynette.pdf      [9.20.97]  Item 10.6 (a) - AWA's re AL&LSL.pdf      [9.20.98]  Item 11.10(1) - Alice Springs Office & Yard - Land Valuation 20-Apr-2011.pdf        





 







[9.20.99]  Item 11.10(2) - Storage Licence 8 Coulthard Street, Alice Springs - R Dehne - Dated 23-Apr-2008.pdf      [9.20.100]  Item 11.10(3) - Statoil PO4502876172 -Magellan-Statoil Australia - Dated 08-Sep-2013.pdf      [9.20.101]  Item 11.10(4) - NT Tourism Letter 06-Mar-2012 - Request for cooperation for Signature Lodge site at PL3.pdf      [9.20.102]  Item 11.12(1) - Ward Keller Letter 21-Nov-2013 - DME Pipeline Easements.pdf      [9.20.103]  Item 11.12(2) - Ward Keller Letter 21-Nov-2013 - DME Pipeline Easements Attachment.pdf      [9.20.104]  Item 11.14(1) - Magellan Letter 29-Oct-13 - Dingo Gas Field Development 13106mvc.pdf      [9.20.105]  Item 11.14(2) - Magellan Letter 29-Oct-13 - Dingo Gas Field Development 13107mvc.pdf      [9.20.106]  Item 11.14(3) - DLPE Letter 04-Nov-2013 - Owen Springs Station Access.pdf      [9.20.107]  Item 11.2(1) - NTDME - Audit Confirm Response - PL3 & RL2 Good Standing 30-Jun-2013.pdf      [9.20.108]  Item 11.2(2) - RL2 - Annual Rental Payment - 04-Feb-2013.pdf      [9.20.109]  Item 11.2(3) - PL3 - Annual Rental Payment - 06-Nov-2013.pdf      [9.20.110]  Item 11.3(1) - Palm Valley - Bond for Petroleum Lease No 3 - Dated - 18-Nov-1981.pdf      [9.20.111]  Item 11.3(2) - Retention Licence No. RL2 - Security Deposit Bank Guarantee 02-Apr-2013.pdf      [9.20.112]  Item 11.5(2) - NTDME Approval of PV Reservoir Management plan - 07-Feb-13.pdf      [9.20.113]  Item 11.9(2) - DLPE Letter 22-Aug-13 - Dingo Gas Field Development - NT Portion 6219 - Brewer Estate.pdf      [9.20.114]  Item 11.9(3) - Magellan Letter 08-Nov-13 - Application for Brewer Estate Land 13120mvc.pdf      [9.20.115]  Item 12.11(a)(i)(1) - PVGF Environmental Risk Register.pdf      [9.20.116]  Item 12.12(1) - MPA NGER S19 - Energy & Emissions Report 2012-13 - Submitted 18-Oct-2013.pdf      [9.20.117]  Item 12.12(2) - MPA 2011-12 V1.00 R090701-00297 Annual Report - Part A+B Dated 17-Sep-2012.pdf      [9.20.118]  Item 12.2(5) - PV 46th Photo Point Monitoring - Quarterly Environmental Survey.pdf      [9.20.119]  Item 12.2(6) - National Polutant Inventory - Emission Report 2012-13 Dated 23-Sep-2013.pdf      [9.20.120]  Item 12.6(2) - PVGF Environmental Management Plan Sep-2003.pdf      [9.20.121]  Item 12.9(1) - NTDBIRD - Approval for Re-Injection of Produced Water in Palm Valley 12-Oct-2003.pdf      [9.20.122]  Item 13.1 MAG MPA Insurance Matrix - mag format.xlsx      [9.20.123]  Item 15.1(1) - Network Diagram.pdf      [9.20.124]  Item 15.1(2) - Network Floor Plan.pdf      [9.20.125]  Item 15.1(3) - Server Rack Layout (Rack 1).pdf      [9.20.126]  Item 15.1(4) - Server Rack Layout (Rack 2).pdf      [9.20.127]  Item 15.3 - MPAL Software Listing.pdf      [9.20.128]  Item 15.4 - Phone System - Maintenance Contract (2013 - 2014).pdf      [9.20.129]  Item 15.5 (1) - Telstra Internet (TID) - Premium Package Application Form (Upgrade of Connection - data increase)   (2013).pdf      





 







[9.20.130]  Item 15.5 (2) - Telstra Internet Contract (Signed) - Connect IP system (2008).pdf      [9.20.131]  Item 15.5 (3) - Telstra Internet Connections - Layout (2008 - 2013).pdf      [9.20.132]  Item 15.5 (4) - Telstra Internet Connections - Pricing (2008).pdf      [9.20.133]  Item 15.6 (1) - 2013 - 2014 - Anittel Support Contract.pdf      [9.20.134]  Item 15.6 (2) - 2013 - 2014 - UPS warranty Agreement.pdf      [9.20.135]  Item 15.6 (3) - MPAL Airconditioner Maintenance Agreement (QAA0655).pdf      [9.20.136]  Item 15.8 - Outsourced Software Listing.pdf      [9.20.137]  Item 17.1 - Deed of indemnity.pdf      [9.20.138]  item 11.13(1) - Dingo RL2 - Santos Land and Access Agreement - Seismic Survey - Dated 08-Jul-2013.pdf      [9.20.139]  item 12.13(1) - MPA NGER S22A - Liable Entity Report 2012-13 18-Oct-2013.pdf      [9.21]  MPA - CTP Meeting Documents      [9.21.1]  Dell and IBM Upgrade Quote.pdf      [9.21.2]  Finance One General Overview.pdf      [9.21.3]  Finance One Overview.pdf      [9.22]  Petrosys Projects      [9.22.1]  DINGO_March2012      [9.22.1.1]  ASCII      [9.22.1.1.1]  Aru_idj.dat      [9.22.1.1.2]  Arumbera_Unit_1_from_SMT_29May2012.dat      [9.22.1.1.3]  Cha_idj.dat      [9.22.1.1.4]  Depth Arum A1 grid from_original_petrosys_GDA94.asc      [9.22.1.1.5]  Jul_idj.dat      [9.22.1.1.6]  Julie_from_SMT_29May2012.dat      [9.22.1.1.7]  ukooa_from_SMTproject_Z51_from STO.dat      [9.22.1.1.8]  ukooa_from_SMTproject_from STO.asc      [9.22.1.1.9]  ukooa_from_SMTproject_from STO_GDA94_Z53.asc      [9.22.1.1.10]  ukooa_from_original_petrosys_GDA94.asc      [9.22.1.2]  Contour file from old project      [9.22.1.2.1]  ARUMDEP.CON      [9.22.1.2.2]  ARUMTWT.CON      [9.22.1.2.3]  ARUMTWTN.CON      [9.22.1.2.4]  DDA1.CON        





 







[9.22.1.2.5]  DDA1GAC.CON      [9.22.1.2.6]  DDA1LER.CON      [9.22.1.2.7]  DDA1LER2.CON      [9.22.1.2.8]  DDA1P4.CON      [9.22.1.2.9]  DDCHA.CON      [9.22.1.2.10]  DDEPARUM.CON      [9.22.1.2.11]  DDGOY.CON      [9.22.1.2.12]  DEPARUM.CON      [9.22.1.2.13]  DNVAA1.CON      [9.22.1.2.14]  DNWA2JU.CON      [9.22.1.2.15]  DNWTA1JU.CON      [9.22.1.2.16]  DNWTARJU.CON      [9.22.1.2.17]  DNWTCHAR.CON      [9.22.1.2.18]  DNWTJU.CON      [9.22.1.2.19]  DPORA1.CON      [9.22.1.2.20]  DTA1.CON      [9.22.1.2.21]  DTA1JUL.CON      [9.22.1.2.22]  DTCH.CON      [9.22.1.2.23]  DTCHA4.CON      [9.22.1.2.24]  DTGOY.CON      [9.22.1.2.25]  DVA1.CON      [9.22.1.2.26]  DVA1INK.CON      [9.22.1.2.27]  DVA1LER.CON      [9.22.1.2.28]  DVA4.CON      [9.22.1.2.29]  DVA4INK.CON      [9.22.1.2.30]  DVAVA1XY.CON      [9.22.1.2.31]  TEST.CON      [9.22.1.2.32]  TEST2.CON      [9.22.1.2.33]  TWTARJL.CON      [9.22.1.2.34]  TWTARUM.CON      [9.22.1.2.35]  TWTCHAR.CON      [9.22.1.2.36]  VAVARUM.CON        





 







[9.22.1.2.37]  Well culture_from_original_petrosys_GDA94.asc      [9.22.1.3]  Culture      [9.22.1.3.1]  Dingo Tops.prn      [9.22.1.3.2]  Dingo Tops.xls      [9.22.1.3.3]  Dingo_May2012.cul      [9.22.1.3.4]  permit.dbf      [9.22.1.3.5]  permit.prj      [9.22.1.3.6]  permit.shp      [9.22.1.3.7]  permit.shx      [9.22.1.4]  Culture file from old project      [9.22.1.4.1]  Cul_from_old_project.fmt      [9.22.1.5]  Grid file from old project      [9.22.1.5.1]  Depth Arum A1 grid from_original_petrosys_GDA94.asc      [9.22.1.5.2]  Depth Arum A1 grid from_original_petrosys_GDA94_depth_sdf.asc      [9.22.1.6]  Grid and Contour      [9.22.1.6.1]  Arumbera_1_Depth_200m_29May2102.con      [9.22.1.6.2]  Arumbera_1_Depth_200m_29May2102.gri      [9.22.1.6.3]  Arumbera_1_Depth_200m_29May2102_welltied.con      [9.22.1.6.4]  Arumbera_1_Depth_200m_29May2102_welltied.gri      [9.22.1.6.5]  Arumbera_1_Depth_200m_ss_29May2102.con      [9.22.1.6.6]  Arumbera_1_Depth_200m_ss_29May2102.gri      [9.22.1.6.7]  Arumbera_1_Depth_200m_ss_29May2102_welltied.con      [9.22.1.6.8]  Arumbera_1_Depth_200m_ss_29May2102_welltied.gri      [9.22.1.6.9]  Arumbera_1_Twt_200m_29May2012.con      [9.22.1.6.10]  Arumbera_1_Twt_200m_29May2012.gri      [9.22.1.6.11]  Arumbera_1_Vel_200m_29May2102.con      [9.22.1.6.12]  Arumbera_1_Vel_200m_29May2102.gri      [9.22.1.6.13]  Arumbera_1_from_depth_sdf_old+project.con      [9.22.1.6.14]  Depth Arum A1 grid from_original_petrosys_GDA94.gri      [9.22.1.6.15]  Depth Arum A1 grid from_original_petrosys_GDA94_depth_sdf.gri      [9.22.1.6.16]  Depth Arum A1 grid from_original_petrosys_GDA94_depth_sdf_welltied.con      [9.22.1.6.17]  Depth Arum A1 grid from_original_petrosys_GDA94_depth_sdf_welltied.gri        





 







[9.22.1.6.18]  Dingo Depth Arumbera A1_old petrosys.gri      [9.22.1.6.19]  Isopach_Julie_Arumbera_1_200m_ss_29May2102_welltied.con      [9.22.1.6.20]  Isopach_Julie_Arumbera_1_200m_ss_29May2102_welltied.gri      [9.22.1.6.21]  Julie_1_Depth_200m_29May2102.con      [9.22.1.6.22]  Julie_1_Depth_200m_29May2102.gri      [9.22.1.6.23]  Julie_1_Depth_200m_29May2102_welltied.con      [9.22.1.6.24]  Julie_1_Depth_200m_29May2102_welltied.gri      [9.22.1.6.25]  Julie_1_Depth_200m_ss_29May2102_welltied.con      [9.22.1.6.26]  Julie_1_Depth_200m_ss_29May2102_welltied.gri      [9.22.1.6.27]  Julie_1_Twt_200m_29May2012.con      [9.22.1.6.28]  Julie_1_Twt_200m_29May2012.gri      [9.22.1.6.29]  Julie_1_Vel_200m_29May2102.con      [9.22.1.6.30]  Julie_1_Vel_200m_29May2102.gri      [9.22.1.7]  Line Style      [9.22.1.7.1]  Normal_blue.sty      [9.22.1.8]  MAP      [9.22.1.8.1]  Arumbera_Unit_1.dbm      [9.22.1.8.2]  Arumbera_Unit_1_Depth_Welltied_SMT.dbm      [9.22.1.8.3]  Arumbera_Unit_1_Depth_Welltied_SMT.dbm.bak      [9.22.1.8.4]  Arumbera_Unit_1_Depth_from_old_grid_Welltied.dbm      [9.22.1.8.5]  Arumbera_Unit_1_Depth_report.map      [9.22.1.8.6]  Arumbera_Unit_1_TWT.map      [9.22.1.8.7]  Arumbera_Unit_1_TWT_report.map      [9.22.1.8.8]  Arumbera_Unit_1_old _depth_map.dbm      [9.22.1.8.9]  Julie_1_Depth_Welltied_SMT.dbm      [9.22.1.8.10]  SPBASEMAP.dbm      [9.22.1.8.11]  dingo.kml      [9.22.1.9]  Polygon      [9.22.1.9.1]  Grid Area.ply      [9.22.1.10]  SDF      [9.22.1.10.1]  Dingo_March2012_from_SMTproject_GDA94_Z53.sdf      [9.22.1.10.2]  Dingo_March2012_from_old_project.sdf        





 







[9.22.1.10.3]  P80.sls      [9.22.1.10.4]  normal.sty      [9.22.1.11]  Arumbera_Unit_1_subsea_meter.asc      [9.22.1.12]  Basemap.dbm      [9.22.1.13]  Dingo_depth.tsk      [9.22.1.14]  Dingo_depth_Julie.tsk      [9.22.1.15]  Julie_1_subsea_meter.asc      [9.22.1.16]  binpost.plf      [9.22.1.17]  cultrpost.plf      [9.22.1.18]  datype.plf      [9.22.1.19]  dbfilter.plf      [9.22.1.20]  dzmaps.pnd      [9.22.1.21]  groups.plf      [9.22.1.22]  gxstats.asc      [9.22.1.23]  horizons.plf      [9.22.1.24]  leasepost.plf      [9.22.1.25]  pace0.bat      [9.22.1.26]  panels.pnd      [9.22.1.27]  panels_IDJ.pnd      [9.22.1.28]  panels_idjamaludin.pnd      [9.22.1.29]  project_metadata.xml      [9.22.1.30]  ptgroups.plf      [9.22.1.31]  sheet.def      [9.22.1.32]  sheet.plf      [9.22.1.33]  spatial_properties.dat      [9.22.1.34]  spatial_properties2.dat      [9.22.1.35]  topspost.plf      [9.22.1.36]  variables.plf      [9.22.1.37]  wellpost.plf      [9.22.1.38]  welltops.fmt      [9.22.2]  PALMVAL_WGM2005      [9.22.2.1]  GIS        





 







[9.22.2.1.1]  GSA      [9.22.2.1.1.1]  50001_mif.zip      [9.22.2.1.1.2]  50001_shp.zip      [9.22.2.1.1.3]  61256_mif.zip      [9.22.2.1.1.4]  61264_mif.zip      [9.22.2.1.1.5]  61656_mif.zip      [9.22.2.1.1.6]  61656_shp.zip      [9.22.2.1.1.7]  Henbury_Hermannsburg_dips_gda94.dbf      [9.22.2.1.1.8]  Henbury_Hermannsburg_dips_gda94.mcd      [9.22.2.1.1.9]  Henbury_Hermannsburg_dips_gda94.shp      [9.22.2.1.1.10]  Henbury_Hermannsburg_dips_gda94.shx      [9.22.2.1.1.11]  Henbury_Hermannsburg_geologylines_gda94.dbf      [9.22.2.1.1.12]  Henbury_Hermannsburg_geologylines_gda94.shp      [9.22.2.1.1.13]  Henbury_Hermannsburg_geologylines_gda94.shx      [9.22.2.1.1.14]  Henbury_Hermannsburg_outcrop_gda94.dbf      [9.22.2.1.1.15]  Henbury_Hermannsburg_outcrop_gda94.mcd      [9.22.2.1.1.16]  Henbury_Hermannsburg_outcrop_gda94.shp      [9.22.2.1.1.17]  Henbury_Hermannsburg_outcrop_gda94.shx      [9.22.2.1.1.18]  Thumbs.db      [9.22.2.1.1.19]  licence_67168.txt      [9.22.2.1.1.20]  sf5313.jpg      [9.22.2.1.1.21]  sg5301.jpg      [9.22.2.1.2]  Thumbs.db      [9.22.2.1.3]  pv_landsat.tfw      [9.22.2.1.4]  pv_landsat.tif      [9.22.2.2]  palettes      [9.22.2.2.1]  default.cpl      [9.22.2.3]  -800_kcd_pac1_depth_GDA94.con      [9.22.2.4]  94d6.sls      [9.22.2.5]  95DP1FA_GDA94.fal      [9.22.2.6]  95DP1FSL_GDA94.con      [9.22.2.7]  95DP1FSL_GDA94_REGRID.con        





 







[9.22.2.8]  95DP1FSL_GDA94_REGRID.gri      [9.22.2.9]  95DP1FS_GDA94.fal      [9.22.2.10]  95d9.sls      [9.22.2.11]  9581.sls      [9.22.2.12]  Enclosure_1.map      [9.22.2.13]  Enclosure_1.map.bak      [9.22.2.14]  Enclosure_2.map      [9.22.2.15]  Enclosure_2.map.bak      [9.22.2.16]  Enclosure_3.map      [9.22.2.17]  Enclosure_3.map.bak      [9.22.2.18]  Figure_6_oct_05.pic      [9.22.2.19]  Figure_8_oct_05.map      [9.22.2.20]  Figure_8_oct_05.map.bak      [9.22.2.21]  Figure_8_oct_05.pic      [9.22.2.22]  Merv_March_2012.map      [9.22.2.23]  Merv_March_2012.map.bak      [9.22.2.24]  P1_err.gri      [9.22.2.25]  P1_strike_line_migpos.prn      [9.22.2.26]  P1dip.csv      [9.22.2.27]  P1dip.fmt      [9.22.2.28]  P1dip.prn      [9.22.2.29]  P1dx.gri      [9.22.2.30]  P1dx2.gri      [9.22.2.31]  P1dxdy.gri      [9.22.2.32]  P1dy.gri      [9.22.2.33]  P1dy2.gri      [9.22.2.34]  P1dydx.gri      [9.22.2.35]  P1twt.con      [9.22.2.36]  P1twt.gri      [9.22.2.37]  P1twt_ed.con      [9.22.2.38]  P1twt_final.con      [9.22.2.39]  P1twt_final.gri        





 







[9.22.2.40]  P1twt_final_upside.con      [9.22.2.41]  P1twt_final_upside.gri      [9.22.2.42]  P1vav.con      [9.22.2.43]  P1vav.gri      [9.22.2.44]  P1z.con      [9.22.2.45]  P1z.gri      [9.22.2.46]  P1z_final.con      [9.22.2.47]  P1z_final.gri      [9.22.2.48]  P1z_final_ss.con      [9.22.2.49]  P1z_final_ss.gri      [9.22.2.50]  P1z_final_ss_ed.con      [9.22.2.51]  P1z_final_ss_rb-ed.con      [9.22.2.52]  P1z_final_ss_rb_ed.cfc      [9.22.2.53]  P1z_final_ss_rb_ed.con      [9.22.2.54]  P1z_final_upside_ss.con      [9.22.2.55]  P1z_final_upside_ss.gri      [9.22.2.56]  P1z_tied.gri      [9.22.2.57]  P1z_tied_ed.con      [9.22.2.58]  P1z_upside_ss.con      [9.22.2.59]  PALMVAL_2005.wdf      [9.22.2.60]  PANELS.PND      [9.22.2.61]  PVFIELD.CUL      [9.22.2.62]  PVGPINFO.CUL      [9.22.2.63]  PV_2005.cul      [9.22.2.64]  PVfaults.fal      [9.22.2.65]  PVfaults_upside.fal      [9.22.2.66]  WGM2005.sdf      [9.22.2.67]  binpost.plf      [9.22.2.68]  clipping.ply      [9.22.2.69]  cultrpost.plf      [9.22.2.70]  dbfilter.plf      [9.22.2.71]  delete.me1        





 







[9.22.2.72]  dip_lines_for _gridding.sls      [9.22.2.73]  dipannts.plf      [9.22.2.74]  dipsymbs.plf      [9.22.2.75]  dzmaps.pnd      [9.22.2.76]  fbb005.tmp      [9.22.2.77]  fgroups.plf      [9.22.2.78]  groups.plf      [9.22.2.79]  gxstats.asc      [9.22.2.80]  horizons.plf      [9.22.2.81]  jfhqlt7.ppr      [9.22.2.82]  leasepost.plf      [9.22.2.83]  mdb net pay.gri      [9.22.2.84]  p1_current_A4.cgm      [9.22.2.85]  p1_current_A4.map      [9.22.2.86]  p1_current_A4.map.bak      [9.22.2.87]  p1_current_A4_colour.cgm      [9.22.2.88]  p1_final_faults.dat      [9.22.2.89]  p1kd_2_GDA94.fal      [9.22.2.90]  p1kd_n_2_GDA94.fal      [9.22.2.91]  p1z_final_contours_ss.dat      [9.22.2.92]  pace0.bat      [9.22.2.93]  panels_IDJ.pnd      [9.22.2.94]  plotters.plf      [9.22.2.95]  plotting.log      [9.22.2.96]  posted_values.sls      [9.22.2.97]  project_metadata.xml      [9.22.2.98]  ps_smt_import.log      [9.22.2.99]  pscfgfil.tmp      [9.22.2.100]  pv1.map      [9.22.2.101]  pv1.map.bak      [9.22.2.102]  pv1_1995_current_A4.map.bak      [9.22.2.103]  pv1_2003_current_A4.map        





 







[9.22.2.104]  pv1_2003_current_A4.map.bak      [9.22.2.105]  pv1_comparison.map      [9.22.2.106]  pv1_comparison.map.bak      [9.22.2.107]  pv1_twt_final.map      [9.22.2.108]  pv1_twt_final.map.bak      [9.22.2.109]  pv1_upside_A4.map      [9.22.2.110]  pv1_upside_A4.map.bak      [9.22.2.111]  pv1_upside_A4_2005.map      [9.22.2.112]  pv1_upside_A4_2005.map.bak      [9.22.2.113]  pv1_upside_A4_2005_MV_2012.map      [9.22.2.114]  pv1_upside_A4_2005_MV_2012.map.bak      [9.22.2.115]  pv1_vav_final.map      [9.22.2.116]  pv1_vav_final.map.bak      [9.22.2.117]  pv1_z_final.map      [9.22.2.118]  pv1_z_final.map.bak      [9.22.2.119]  pv_geology.map      [9.22.2.120]  pv_geology.map.bak      [9.22.2.121]  pv_twt_Mar2010.map      [9.22.2.122]  pv_vav_Mar2010.map      [9.22.2.123]  pv_z_Mar2010.map      [9.22.2.124]  scalebar.def      [9.22.2.125]  sheet.def      [9.22.2.126]  sheet.plf      [9.22.2.127]  spatial_properties.dat      [9.22.2.128]  spatial_properties2.dat      [9.22.2.129]  stk_blu.sty      [9.22.2.130]  stk_dark_blu.sty      [9.22.2.131]  stk_gray.sty      [9.22.2.132]  tas.con      [9.22.2.133]  tas station mdb.sls      [9.22.2.134]  temp.con      [9.22.2.135]  temp.gri        





 







[9.22.2.136]  temp2.gri      [9.22.2.137]  test123      [9.22.2.138]  topspost.plf      [9.22.2.139]  ukooa.txt      [9.22.2.140]  variables.plf      [9.22.2.141]  wdf_import.log      [9.22.2.142]  wdf_units.plf      [9.22.2.143]  wellpost.plf      [9.23]  Ryder Scott Assumption Documents - 22 Dec 2013      [9.23.1]  CAPEXOPEX.xlsm      [9.23.2]  Contracted Volume - Magellan amended Dec-12.xlsm      [9.23.3]  Copy of SEC Price + Australian STTM price.xlsm      [9.23.4]  Dingo GSPA Magellan draft 26 May 2013 - clean copy.doc      [9.23.5]  Dingo Gas Field Development - Pre-FEED Report - GPA Engineering 12342-RPT-001 Rev 0 May-2013.pdf      [9.23.6]  Dingo Program & Budget 2013-14 - PWC Term Sheet Case - Delivered Brewer+MPAL 100% Pipeline - 20130531.xlsx      [9.23.7]  Dingo depreciation.xlsx      [9.23.8]  Dingo-1 Drillstem Test Data Halliburton Dec-1981 - WCR text+Appendix D.pdf      [9.23.9]  Dingo-1 Redrill - High Level Cost Review - Lugus Resources Apr-2013.pdf      [9.23.10]  Dingo-2 & 3 Flow Testing Program April-May 1991 - Magellan Jul-91.pdf      [9.23.11]  Dingo-2 Well Flow Test - OilServ Australia Apr-1991-Part 1.pdf      [9.23.12]  PV Budget & Forecast 2013-14 - Xstrata + NTGD Base Case 20130531.xlsx      [9.23.13]  Palm Valley Monthly Production by Well as at 30-Apr-2013.xlsx      [9.23.14]  TRCInputSpreadsheet.xls      [9.23.15]  WorknotesDingo.xlsm      [9.24]  SEGY Files      [9.24.1]  Dingo      [9.24.1.1]  alice-segy.dat_p80-10_fin      [9.24.1.2]  alice-segy.dat_p80-11_fin      [9.24.1.3]  alice-segy.dat_p80-12_fin      [9.24.1.4]  alice-segy.dat_p80-13_fin      [9.24.1.5]  alice-segy.dat_p80-14_fin      [9.24.1.6]  alice-segy.dat_p80-15_fin        





 







[9.24.1.7]  alice-segy.dat_p80-16_fin      [9.24.1.8]  alice-segy.dat_p80-17_fin      [9.24.2]  Palm Valley      [9.24.2.1]  25XBM.SGY      [9.24.2.2]  71PV3M.SGY      [9.24.2.3]  71PV4M.SGY      [9.24.2.4]  71PV5M.SGY      [9.24.2.5]  71PV222M.SGY      [9.24.2.6]  733PV2M.SGY      [9.24.2.7]  733PV3M.SGY      [9.24.2.8]  733PV4M.SGY      [9.24.2.9]  M94PV01M.SGY      [9.24.2.10]  M94PV02M.SGY      [9.24.2.11]  M94PV03M.SGY      [9.24.2.12]  M94PV04M.SGY      [9.24.2.13]  M94PV05M.SGY      [9.24.2.14]  M94PV06M.SGY      [9.24.2.15]  M94PV07M.SGY      [9.25]  SMT Kingdom Projects      [9.25.1]  Dingo_March2012      [9.25.1.1]  DynamicDepthConversion      [9.25.1.1.1]  DCMUToolBarState.xml      [9.25.1.2]  ErrorLogs      [9.25.1.2.1]  ID_Log.txt      [9.25.1.3]  Log      [9.25.1.3.1]  AuthoredMistieData.log      [9.25.1.3.2]  ImportMar0712-0211.log      [9.25.1.3.3]  ImportMar0712-0252.log      [9.25.1.3.4]  ImportMar0712-0326.log      [9.25.1.3.5]  ImportMar0712-0334.log      [9.25.1.3.6]  ImportMar0712-0341.log      [9.25.1.3.7]  ImportMar0712-1046.log        





 







[9.25.1.3.8]  SEGYDataLoading20120306-123152.log      [9.25.1.3.9]  SEGYDataLoading20120306-123628.log      [9.25.1.3.10]  SEGYDataLoading20120306-123801.log      [9.25.1.3.11]  SEGYDataLoading20120306-123807.log      [9.25.1.3.12]  SEGYDataLoading20120306-123809.log      [9.25.1.3.13]  SEGYDataLoading20120306-123811.log      [9.25.1.3.14]  SEGYDataLoading20120306-123812.log      [9.25.1.3.15]  SEGYDataLoading20120306-123823.log      [9.25.1.3.16]  SEGYDataLoading20120306-123824.log      [9.25.1.3.17]  SEGYDataLoading20120306-123826.log      [9.25.1.3.18]  SEGYDataLoading20120306-123828.log      [9.25.1.3.19]  SEGYDataLoading20120306-123829.log      [9.25.1.3.20]  SEGYDataLoading20120306-123939.log      [9.25.1.3.21]  SEGYDataLoading20120307-104910.log      [9.25.1.3.22]  SEGYDataLoading20120307-182306.log      [9.25.1.3.23]  SEGYDataLoading20120307-183023.log      [9.25.1.3.24]  SEGYDataLoading20120307-183027.log      [9.25.1.3.25]  SEGYDataLoading20120307-201801.log      [9.25.1.3.26]  SEGYDataLoading20120307-202023.log      [9.25.1.3.27]  SEGYDataLoading20120307-202314.log      [9.25.1.3.28]  SEGYDataLoading20120307-202638.log      [9.25.1.3.29]  SEGYDataLoading20120307-202829.log      [9.25.1.3.30]  SEGYDataLoading20120308-142433.log      [9.25.1.3.31]  SEGYDataLoading20120308-142859.log      [9.25.1.3.32]  SEGYDataLoading20120308-142953.log      [9.25.1.3.33]  SEGYDataLoading20120308-143036.log      [9.25.1.3.34]  SEGYDataLoading20120308-143037.log      [9.25.1.3.35]  SEGYDataLoading20120308-143040.log      [9.25.1.3.36]  SEGYDataLoading20120308-143053.log      [9.25.1.3.37]  SEGYDataLoading20120308-143403.log      [9.25.1.3.38]  SEGYDataLoading20120308-143445.log      [9.25.1.3.39]  SEGYDataLoading20120308-143500.log        





 







[9.25.1.3.40]  SEGYDataLoading20120308-143514.log      [9.25.1.3.41]  SEGYDataLoading20120308-143516.log      [9.25.1.3.42]  SEGYDataLoading20120308-143517.log      [9.25.1.3.43]  SEGYDataLoading20120308-143521.log      [9.25.1.3.44]  SEGYDataLoading20120308-143543.log      [9.25.1.3.45]  SEGYDataLoading20120308-143556.log      [9.25.1.3.46]  SEGYDataLoading20120308-143603.log      [9.25.1.3.47]  SEGYDataLoading20120308-143604.log      [9.25.1.3.48]  SEGYDataLoading20120308-143613.log      [9.25.1.3.49]  SEGYDataLoading20120308-143620.log      [9.25.1.3.50]  SEGYDataLoading20120308-144126.log      [9.25.1.3.51]  SEGYDataLoading20120308-150131.log      [9.25.1.3.52]  SEGYDataLoading20120308-150755.log      [9.25.1.3.53]  SEGYDataLoading20120308-150845.log      [9.25.1.3.54]  SEGYDataLoading20120308-151105.log      [9.25.1.3.55]  SEGYDataLoading20120308-151144.log      [9.25.1.3.56]  SEGYDataLoading20120309-171854.log      [9.25.1.3.57]  SEGYDataLoading20120309-172027.log      [9.25.1.3.58]  SEGYDataLoading20120309-181025.log      [9.25.1.3.59]  SEGYDataLoading20120309-183317.log      [9.25.1.3.60]  SEGYDataLoading20120313-144640.log      [9.25.1.3.61]  SEGYDataLoading20120314-114245.log      [9.25.1.3.62]  SEGYDataLoading20120903-105135.log      [9.25.1.3.63]  SEGYDataLoading20120903-121942.log      [9.25.1.3.64]  SEGYDataLoading20120903-122005.log      [9.25.1.3.65]  SEGYDataLoading20120903-134830.log      [9.25.1.3.66]  TKSConsistencyCheck.log      [9.25.1.4]  PAKnotesTemplates      [9.25.1.4.1]  Bitmap Picture.bmp      [9.25.1.4.2]  Excel Worksheet.xls      [9.25.1.4.3]  IndexCard Word6.0-95.doc      [9.25.1.4.4]  PAKnotes Plain Text.txt        





 







[9.25.1.4.5]  PowerPoint Presentation.ppt      [9.25.1.4.6]  Rich Text.rtf      [9.25.1.4.7]  Wave Sound.wav      [9.25.1.4.8]  Word Document.doc      [9.25.1.5]  PreferredLists      [9.25.1.5.1]  MyDefaultPreferredTDList.ptd      [9.25.1.6]  ProjectDatabase      [9.25.1.6.1]  Dingo_March2012.mdf      [9.25.1.6.2]  Dingo_March2012_log.ldf      [9.25.1.7]  Public      [9.25.1.8]  TKSWorkTree      [9.25.1.8.1]  W0001000.ptr      [9.25.1.9]  Templates      [9.25.1.9.1]  dingo.csw      [9.25.1.10]  Alaska.LAS      [9.25.1.11]  Alaska.LOS      [9.25.1.12]  Arumbera Unit 1.cpt      [9.25.1.13]  Arumbera Unit 3.cpt      [9.25.1.14]  AuthoredMistieAuthorControlData.dat      [9.25.1.15]  AuthoredMistieControlData.dat      [9.25.1.16]  AuthoredMistieData.dat      [9.25.1.17]  C01205.ct8      [9.25.1.18]  C01206.ct8      [9.25.1.19]  CONUS.LAS      [9.25.1.20]  CONUS.LOS      [9.25.1.21]  CommonModel.csdl      [9.25.1.22]  CommonModel.msl      [9.25.1.23]  CommonModel.ssdl      [9.25.1.24]  Dingo_March2012.ad86      [9.25.1.25]  Dingo_March2012.atg      [9.25.1.26]  Dingo_March2012.li75      [9.25.1.27]  Dingo_March2012.li86        





 







[9.25.1.28]  Dingo_March2012.li88      [9.25.1.29]  Dingo_March2012.plg      [9.25.1.30]  Dingo_March2012.s86      [9.25.1.31]  Dingo_March2012.set      [9.25.1.32]  Dingo_March2012.sl7      [9.25.1.33]  Dingo_March2012.tks      [9.25.1.34]  Dingo_March2012.tr6      [9.25.1.35]  Dingo_March2012.wl6      [9.25.1.36]  Dingo_March2012.xml      [9.25.1.37]  Dingo_March201270sav.mdb      [9.25.1.38]  EdmxVersions.config      [9.25.1.39]  F01000.FLT      [9.25.1.40]  G01004.GRD      [9.25.1.41]  G01201.GRD      [9.25.1.42]  G01203.GRD      [9.25.1.43]  G01301.GRD      [9.25.1.44]  G01306.GRD      [9.25.1.45]  G01310.GRD      [9.25.1.46]  G01312.GRD      [9.25.1.47]  H01002.hzn      [9.25.1.48]  H01006.hzn      [9.25.1.49]  H01007.hzn      [9.25.1.50]  H01100.hzn      [9.25.1.51]  H01101.hzn      [9.25.1.52]  H01102.hzn      [9.25.1.53]  LogSubset.dat      [9.25.1.54]  PreferredTDControlData.dat      [9.25.1.55]  ProjectModel.csdl      [9.25.1.56]  ProjectModel.msl      [9.25.1.57]  ProjectModel.ssdl      [9.25.1.58]  Seis3DDataAuxInfo.bin      [9.25.1.59]  WellPostOffset.wpo        





 







[9.25.1.60]  alice-segy.LOG      [9.25.1.61]  cul1000.cu7      [9.25.1.62]  custom.xml      [9.25.1.63]  geocalc.dat      [9.25.1.64]  geocalc.xsd      [9.25.1.65]  polygonattr.xml      [9.25.1.66]  s0001000.sur      [9.25.1.67]  s0001001.sur      [9.25.1.68]  s0001002.sur      [9.25.1.69]  s0001003.sur      [9.25.1.70]  s0001004.sur      [9.25.1.71]  s0001005.sur      [9.25.1.72]  s0001006.sur      [9.25.1.73]  s0001007.sur      [9.25.1.74]  seismic0001000.knx      [9.25.1.75]  seismic0001000.ksd      [9.25.1.76]  seismic0001000.sdd      [9.25.1.77]  seismic0001001.knx      [9.25.1.78]  seismic0001001.ksd      [9.25.1.79]  seismic0001001.sdd      [9.25.1.80]  seismic0001002.knx      [9.25.1.81]  seismic0001002.ksd      [9.25.1.82]  seismic0001002.sdd      [9.25.1.83]  seismic0001003.knx      [9.25.1.84]  seismic0001003.ksd      [9.25.1.85]  seismic0001003.sdd      [9.25.1.86]  seismic0001004.knx      [9.25.1.87]  seismic0001004.ksd      [9.25.1.88]  seismic0001004.sdd      [9.25.1.89]  seismic0001005.knx      [9.25.1.90]  seismic0001005.ksd      [9.25.1.91]  seismic0001005.sdd        





 







[9.25.1.92]  seismic0001006.knx      [9.25.1.93]  seismic0001006.ksd      [9.25.1.94]  seismic0001006.sdd      [9.25.1.95]  seismic0001007.knx      [9.25.1.96]  seismic0001007.ksd      [9.25.1.97]  seismic0001007.sdd      [9.25.1.98]  seismic0001100.knx      [9.25.1.99]  seismic0001100.ksd      [9.25.1.100]  seismic0001102.knx      [9.25.1.101]  seismic0001102.ksd      [9.25.1.102]  surveydata.bin      [9.25.1.103]  workingsets.dat      [9.25.2]  PALM_VALLEY_SMTproject      [9.25.2.1]  Annotation_Temp      [9.25.2.2]  Annotation_V86      [9.25.2.3]  DynamicDepthConversion      [9.25.2.3.1]  DCMUToolBarState.xml      [9.25.2.4]  ErrorLogs      [9.25.2.4.1]  wgm_Log.txt      [9.25.2.5]  Log      [9.25.2.5.1]  AuthoredMistieData.log      [9.25.2.5.2]  Import20050216-104926.log      [9.25.2.5.3]  Import20050216-105123.log      [9.25.2.5.4]  Import20050216-105216.log      [9.25.2.5.5]  ImportFeb2310-0928.log      [9.25.2.5.6]  TKSConsistencyCheck.log      [9.25.2.6]  MAGPET      [9.25.2.6.1]  PreferredLists      [9.25.2.6.1.1]  MyDefaultPreferredTDList.ptd      [9.25.2.6.2]  AuthorCopyInfo.dat      [9.25.2.6.3]  AuthoredMistieData.dat      [9.25.2.6.4]  F01100.FLT        





 







[9.25.2.6.5]  PALM_VALLEY.li72      [9.25.2.6.6]  PALM_VALLEY.li75      [9.25.2.6.7]  PALM_VALLEY.s74      [9.25.2.6.8]  PALM_VALLEY.s75      [9.25.2.6.9]  PALM_VALLEY.set      [9.25.2.6.10]  PALM_VALLEY.sl7      [9.25.2.6.11]  PALM_VALLEY.tr6      [9.25.2.6.12]  PALM_VALLEY.wl6      [9.25.2.6.13]  surveydata.bin      [9.25.2.6.14]  workingsets.dat      [9.25.2.6.15]  ~BLACK TO WHITE 13.CLB      [9.25.2.6.16]  ~BLACK TO WHITE TO RED 201.CLB      [9.25.2.6.17]  ~TEMPBAR.CLB      [9.25.2.7]  PAKnotes      [9.25.2.7.1]  PAKnote0000001100.txt      [9.25.2.8]  PAKnotesTemplates      [9.25.2.8.1]  Bitmap Picture.bmp      [9.25.2.8.2]  Excel Worksheet.xls      [9.25.2.8.3]  IndexCard Word6.0-95.doc      [9.25.2.8.4]  PAKnotes Plain Text.txt      [9.25.2.8.5]  PowerPoint Presentation.ppt      [9.25.2.8.6]  Rich Text.rtf      [9.25.2.8.7]  Wave Sound.wav      [9.25.2.8.8]  Word Document.doc      [9.25.2.9]  PreferredLists      [9.25.2.9.1]  MyDefaultPreferredTDList.ptd      [9.25.2.10]  Public      [9.25.2.11]  TKSWorkTree      [9.25.2.11.1]  W0001102.ptr      [9.25.2.12]  AuthoredMistieAuthorControlData.dat      [9.25.2.13]  AuthoredMistieControlData.dat      [9.25.2.14]  AuthoredMistieData.dat        





 







[9.25.2.15]  C01506.ct8      [9.25.2.16]  C01703.ct8      [9.25.2.17]  F01000.FLT      [9.25.2.18]  G01504.GRD      [9.25.2.19]  G01714.GRD      [9.25.2.20]  H01201.HRZ      [9.25.2.21]  H01201.hzn      [9.25.2.22]  H01205.HRZ      [9.25.2.23]  H01205.hzn      [9.25.2.24]  H01300.HRZ      [9.25.2.25]  H01300.hzn      [9.25.2.26]  H01400.HRZ      [9.25.2.27]  H01400.hzn      [9.25.2.28]  H01403.HRZ      [9.25.2.29]  H01403.hzn      [9.25.2.30]  H01404.HRZ      [9.25.2.31]  H01404.hzn      [9.25.2.32]  H01500.HRZ      [9.25.2.33]  H01500.hzn      [9.25.2.34]  LogSubset.dat      [9.25.2.35]  P1vav.cpt      [9.25.2.36]  P01502.FLT      [9.25.2.37]  PALM_VALLEY.ad86      [9.25.2.38]  PALM_VALLEY.adg      [9.25.2.39]  PALM_VALLEY.atg      [9.25.2.40]  PALM_VALLEY.li72      [9.25.2.41]  PALM_VALLEY.li75      [9.25.2.42]  PALM_VALLEY.li86      [9.25.2.43]  PALM_VALLEY.li88      [9.25.2.44]  PALM_VALLEY.plg      [9.25.2.45]  PALM_VALLEY.s74      [9.25.2.46]  PALM_VALLEY.s75        





 







[9.25.2.47]  PALM_VALLEY.set      [9.25.2.48]  PALM_VALLEY.sl7      [9.25.2.49]  PALM_VALLEY.tks      [9.25.2.50]  PALM_VALLEY.tr6      [9.25.2.51]  PALM_VALLEY.wl6      [9.25.2.52]  PALM_VALLEY70.mdb      [9.25.2.53]  PreferredTDControlData.dat      [9.25.2.54]  Seis3DDataAuxInfo.bin      [9.25.2.55]  WellPostOffset.wpo      [9.25.2.56]  cul1101.cu7      [9.25.2.57]  cul1357.cu7      [9.25.2.58]  cul1613.cu7      [9.25.2.59]  cul1900.cu7      [9.25.2.60]  cul2000.cu7      [9.25.2.61]  geocalc.dat      [9.25.2.62]  m94-pv03.LOG      [9.25.2.63]  m94-pv06.LOG      [9.25.2.64]  polygonattr.xml      [9.25.2.65]  pv1.dev      [9.25.2.66]  s0001300.sur      [9.25.2.67]  s0001301.sur      [9.25.2.68]  s0001302.sur      [9.25.2.69]  s0001303.sur      [9.25.2.70]  s0001304.sur      [9.25.2.71]  s0001306.sur      [9.25.2.72]  s0001307.sur      [9.25.2.73]  s0001308.sur      [9.25.2.74]  s0001309.sur      [9.25.2.75]  s0001310.sur      [9.25.2.76]  s0001311.sur      [9.25.2.77]  s0001312.sur      [9.25.2.78]  s0001313.sur        





 







[9.25.2.79]  s0001314.sur      [9.25.2.80]  s0001400.sur      [9.25.2.81]  s0001403.sur      [9.25.2.82]  s0001404.sur      [9.25.2.83]  s0001405.sur      [9.25.2.84]  s0001406.sur      [9.25.2.85]  s0001407.sur      [9.25.2.86]  s0001408.sur      [9.25.2.87]  s0001409.sur      [9.25.2.88]  s0001410.sur      [9.25.2.89]  s0001411.sur      [9.25.2.90]  s0001412.sur      [9.25.2.91]  s0001413.sur      [9.25.2.92]  s0001414.sur      [9.25.2.93]  s0001415.sur      [9.25.2.94]  s0001416.sur      [9.25.2.95]  s0001417.sur      [9.25.2.96]  s0001418.sur      [9.25.2.97]  s0001419.sur      [9.25.2.98]  s0001420.sur      [9.25.2.99]  s0001421.sur      [9.25.2.100]  s0001422.sur      [9.25.2.101]  s0001423.sur      [9.25.2.102]  s0001424.sur      [9.25.2.103]  s0001425.sur      [9.25.2.104]  s0001426.sur      [9.25.2.105]  s0001427.sur      [9.25.2.106]  s0001428.sur      [9.25.2.107]  s0001429.sur      [9.25.2.108]  s0001430.sur      [9.25.2.109]  s0001431.sur      [9.25.2.110]  s0001432.sur        





 







[9.25.2.111]  s0001433.sur      [9.25.2.112]  s0001434.sur      [9.25.2.113]  s0001435.sur      [9.25.2.114]  s0001436.sur      [9.25.2.115]  s0001437.sur      [9.25.2.116]  s0001438.sur      [9.25.2.117]  s0001439.sur      [9.25.2.118]  s0001440.sur      [9.25.2.119]  s0001441.sur      [9.25.2.120]  s0001442.sur      [9.25.2.121]  s0001443.sur      [9.25.2.122]  s0001444.sur      [9.25.2.123]  s0001445.sur      [9.25.2.124]  s0001446.sur      [9.25.2.125]  s0001448.sur      [9.25.2.126]  s0001449.sur      [9.25.2.127]  s0001450.sur      [9.25.2.128]  s0001451.sur      [9.25.2.129]  s0001452.sur      [9.25.2.130]  s0001453.sur      [9.25.2.131]  s0001454.sur      [9.25.2.132]  s0001455.sur      [9.25.2.133]  s0001456.sur      [9.25.2.134]  s0001463.sur      [9.25.2.135]  s0001465.sur      [9.25.2.136]  s0001466.sur      [9.25.2.137]  segy.LOG      [9.25.2.138]  seismic0001301.sdd      [9.25.2.139]  seismic0001302.sdd      [9.25.2.140]  seismic0001303.sdd      [9.25.2.141]  seismic0001304.sdd      [9.25.2.142]  seismic0001305.sdd        





 







[9.25.2.143]  seismic0001306.sdd      [9.25.2.144]  seismic0001307.sdd      [9.25.2.145]  seismic0001400.sdd      [9.25.2.146]  seismic0001403.sdd      [9.25.2.147]  seismic0001404.sdd      [9.25.2.148]  seismic0001405.sdd      [9.25.2.149]  seismic0001407.sdd      [9.25.2.150]  seismic0001408.sdd      [9.25.2.151]  seismic0001410.sdd      [9.25.2.152]  seismic0001411.sdd      [9.25.2.153]  seismic0001412.sdd      [9.25.2.154]  seismic0001413.sdd      [9.25.2.155]  seismic0001414.sdd      [9.25.2.156]  seismic0001415.sdd      [9.25.2.157]  seismic0001416.sdd      [9.25.2.158]  seismic0001417.sdd      [9.25.2.159]  seismic0001418.sdd      [9.25.2.160]  seismic0001500.sdd      [9.25.2.161]  smtfaults.landmark      [9.25.2.162]  smtfaults.p701      [9.25.2.163]  smtfaults.zmap      [9.25.2.164]  surveydata.bin      [9.25.2.165]  workingsets.dat      [9.26]  Scanned Technical Documents - 11 Dec 2013      [9.26.1]  2860 - A PROGRESS REPORT ON THE DINGO GAS FIELD NORTHERN TERRITORY_October_1999.pdf      [9.26.2]  3010 - A Preliminary Progress Report on the Dingo Gas Field_October_2000.pdf      [9.26.3]  3010 - Figure 3.pdf      [9.26.4]  3011 - A FINAL PROGRESS REPORT ON DINGO GAS FIELD NORTHERN TERRITORY Oct 2000.pdf      [9.26.5]  3011 - Figure 3.pdf      [9.26.6]  3333 - DEEP TEST AT PALM VALLEY - EXPLORATION COMPONENT OF NEXT WELL DRILLED AT PALM VALLEY July   2002.pdf    [9.26.7]  3404 - Interpretation Report Palm Valley Field Incorporating 2002 Seismic Reprocessing.pdf        





 







[9.26.8]  3405 - PALM VALLEY-11 LOCATION RECOMMENDATION FOLLOWING 2002 SEISMIC REPROCESSING AND   CURVATURE ANALYSIS - DEC 2002.pdf    [9.26.9]  3446 - Supplementary Interpretation Palm_Valley_Field_Incorporating_2002.pdf      [9.26.10]  3784 - Origin_of_salinity_in_produced_water_from_the_Palm_Valley.pdf      [9.26.11]  Scanned Technical Documents - Enclosure reconciliation.docx      [9.27]  Tax DD Documents      [9.27.1]  GST      [9.27.1.1]  Item 1.01 MPA BAS Oct 13.pdf      [9.27.1.2]  Item 1.02 MPA BAS Mar 13.pdf      [9.27.1.3]  Item 1.03 MPA BAS Sep 12.pdf      [9.27.1.4]  Item 1.04 MPA BAS Jun 12.pdf      [9.27.1.5]  Item 1.05 PV BAS Oct 13.pdf      [9.27.1.6]  Item 1.06 PV BAS Mar 13.pdf      [9.27.1.7]  Item 1.07 PV BAS Sep 12.pdf      [9.27.1.8]  Item 1.08 PV BAS Jun 12.pdf      [9.27.2]  Income Tax      [9.27.2.1]  Item 1.1 https_tap_ato_gov_au_TaxagentPortal_printpage_aspx_nav=TAPAOL.pdf      [9.27.2.2]  Item 1.2 magL 0712 Income Tax Implications of Asset Swap - FINAL.pdf      [9.27.2.3]  Item 1.3.1 EY Updated - 2012 - Magellan Version.pdf      [9.27.2.4]  Item 1.3.2 MPNT 30 June 2012 ITR SOTI.pdf      [9.27.2.5]  Item 1.3.3 magL 0413 2012 ITR - Memo of Issues_UPDATED.pdf      [9.27.2.6]  Item 1.4.1 Tax Provision - MPAL REC 2013.pdf      [9.27.2.7]  Item 1.4.2 Tax Provision - MPNT REC 2013.pdf      [9.27.2.8]  Item 1.4.3 magL 0813 30 June 2013 TEA Sign Off at 28.8.13 FINAL.pdf      [9.27.3]  PRRT      [9.27.3.1]  Item 2.01 Palm Valley - PRRT Model - Starting Base -Look Back Method.xlsx      [9.27.3.2]  Item 2.02 30 June 03.pdf      [9.27.3.3]  Item 2.03 30 June 04.pdf      [9.27.3.4]  Item 2.04 30 June 05.pdf      [9.27.3.5]  Item 2.05 30 June 06.pdf      [9.27.3.6]  Item 2.06 30 June 07.pdf      [9.27.3.7]  Item 2.07 30 June 08.pdf        





 







[9.27.3.8]  Item 2.08 30 June 09.pdf      [9.27.3.9]  Item 2.10 30 June 10.pdf      [9.27.3.10]  Item 2.11 30 June 11.pdf      [9.27.3.11]  Item 2.12 30 June 12.pdf      [9.27.3.12]  Item 9.01 Extract of MBA Petroleum Consultants valuation report.pdf      [9.27.3.13]  Item 9.02 In house valuation 34.355% interest.pdf      [9.27.3.14]  Item 9.03 In house valuation 100% interest.pdf      [9.27.4]  Royalties      [9.27.4.1]  Item 1.1 Palm Valley Royalty Agreement.pdf      [9.27.4.2]  Item 2.1 Palm Valley Royalty Schedule.pdf      [9.27.4.3]  Item 4.1 1307 (Jul) - PV Royalties - NTT.PDF      [9.27.4.4]  Item 4.2 1308 (Aug) - PV Royalties - NTT.PDF      [9.27.4.5]  Item 4.3 1309 (Sep) - PV Royalties - NTT.PDF      [9.27.4.6]  Item 4.4 1310 (Oct) - PV Royalties - NTT.PDF      [9.27.5]  Stamp Duty      [9.27.5.1]  Item 1.1 Joint Santos Magellan Stamp Duty Submission.pdf      [9.27.5.2]  Item 1.2 Initial payment of Stamp Duty.pdf      [9.27.5.3]  Item 1.3 Further requisition from NTRO.pdf      [9.27.5.4]  Item 1.4 Magellan response to further requisitions from NTRO.pdf      [9.27.5.5]  Item 1.5 Final payment of stamp duty.pdf      [9.27.6]  Project Mozart - Tax DD - GST Q1 Answer.doc      [9.27.7]  Project Mozart - Tax DD - Income Tax and Royalties Q1 Answers.doc      [9.27.8]  Project Mozart - Tax DD - PRRT Answers.docx      [9.27.9]  Project Mozart - Tax DD - PRRT Q7, 10, 11 and GST Q3 Answers .doc      [9.27.10]  Project Mozart - Tax DD - Royalty Answers.docx      [9.27.11]  Project Mozart - Tax DD - Stamp Duty posted 06.12.12 Answer.doc      [9.27.12]  Project Mozart - Tax DD - Stamp duty and GST Answers .doc      [9.28]  Technical Reports - 21 Dec 2013      [9.28.1]  (41) Fluid Sensitivity Analysis and Reservoir Quality Dingo No1 PanCon Apr 1982.pdf      [9.28.2]  (1635) Return Permeability Tests on Core from Magellan Dingo-2 - Baroid Australia 18-Oct-1991.pdf      [9.28.3]  (1636) Return Permeability Test Magellan, Dingo 2 (Supplementary Test ) - Baroid Australia 08-Nov-1991.pdf      [9.28.4]  (1808) An Assessment of the Dingo Gas Field - Magellan Jun-1993.pdf        





 







[9.28.5]  (3245) Dingo Gas Field Presentation - Magellan Jan-1997.pdf      [9.28.6]  (3780) Monitoring of Produced Waters from PV Progress Report - CSIRO Apr-2005.pdf      [9.28.7]  (3784) Origin of Salinity in Produced Waters PV - CSIRO-MPAL v20 2005.pdf      [9.28.8]  (3974) Palm Valley Well Pressure Test Nov-2005.pdf      [9.28.9]  (3975) Palm Valley Well Pressure Test Reports 2006-May.pdf      [9.28.10]  (4037) MPAL Palm Valley Gas Field HSE Audit Report v1 - RMI 12-Aug-2011.pdf      [9.28.11]  (4045) A Progress Report - RL2 Dingo - Supplementary Inclusion - Sequence Strat....pdf      [9.28.12]  (4059) Dingo Contingent Resource as at 30-Jun-2012 - SPE-PRMS standards - Ryder Scott 24-Jul-2012 .pdf      [9.28.13]  (4093) Dingo Gas Field RL2 - Wireline Well Test Reports - Magellan Sep-2013c.pdf      [9.28.14]  (4096) Dingo Contingent Resource as at 31-Dec-2012 - SPE-PRMS standards - Ryder Scott 27-Mar-2013 .pdf      [9.28.15]  (4100) Dingo Gas Field Review - RL2 NT - Magellan Sep-2012.pdf      [9.28.16]  dingo_2_SGS final report_10-9-2013.zip      [9.28.17]  dingo_3_sgs_final report_12-09-2013.zip      [9.29]  Technical Reports - 26 December 2013      [9.29.1]  (2990) Dingo Field DST Flow Buildup Tests Modified Isochronal Pressure Data - Quick 23-Jan-1998.pdf      [9.29.2]  (3203) A Progress Report on the Dingo Gas Field - RL2 Dingo - Santos Oct-2001.pdf      [9.29.3]  (3385) A Progress Report on the Dingo Gas Field - RL2 Dingo - Santos Oct-2002.pdf      [9.29.4]  (3410) Dingo-3 Re-Completion Program - Remedial Workover - Santos Dec-2002.pdf      [9.29.5]  (3521) A Progress Report on the Dingo Gas Field - RL2 Dingo - Santos Oct-2003.pdf      [9.29.6]  Dingo-3 Re-Completion Remedial Workover - Daily Reports 10-28-Apr-2003.pdf      [9.30]  3.8.7 MPAL Tax Funding Agreement.pdf      [9.31]  3.8.8 MPAL Tax Sharing Deed.pdf      [9.32]  5_0 Folder Index.pdf      [9.33]  6.4.1 Quarterly P&Ls MPAL 2011 to 2013_001.pdf      [9.34]  02122013 Central Q&A answers no 17.pdf      [9.35]  3122013 Central Q&A answers no 18.pdf      [9.36]  10012014 Central Q and A answers no 20.pdf      [9.37]  10122013 Central Q&A answers no 19_additional PwC Fin DD.pdf      [9.38]  11102013 Central Q and A answers no 1.pdf      [9.39]  15102013 Central Q and A answers no 2.pdf      [9.40]  15102013 Central Q and A answers no 3.pdf      [9.41]  17102013 Central Q and A answers no 4.pdf        





 







[9.42]  19102013 Central Q and A answers no 5.pdf      [9.43]  19112013 Central Q and A answers no 7.pdf      [9.44]  19112013 Central Q&A answers no 8.pdf      [9.45]  21112013 Central Q&A answers no 9.pdf      [9.46]  21112013 Central Q&A answers no 10.pdf      [9.47]  22102013 Central Q and A answers no 6.pdf      [9.48]  22112013 Central Q&A answers no 11.pdf      [9.49]  22112013 Central Q&A answers no 12.pdf      [9.50]  25112013 Central Q&A answers no 13.pdf      [9.51]  25112013 Central Q&A answers no 14.pdf      [9.52]  26112013 Central Q&A answers no 15.pdf      [9.53]  29112013 Central Q&A answers no 16.pdf      [9.54]  A Progress Report on the Dingo Gas Field - RL2 Dingo - Santos Oct-2003.pdf      [9.55]  Central Q&A list as at 11 October 2013.pdf      [9.56]  Da Gama - RFI (10 January 2014) - Answer.docx      [9.57]  Da Gama - RFI (21 January 2014) - Answers.docx      [9.58]  Da_Gama_-_RFI_(12_December_2013) Answers.docx      [9.59]  Dingo Gas Field - Deliverability Forecast - Kamenar & Assoc Report 08-Sep-2012.pdf      [9.60]  Dingo Gas Field - Deliverability Forecast Update - Kamenar & Assoc Report Sep-2013 (AK2-GT2).pdf      [9.61]  Dingo Gas Field - Petrophysical Report - M Berry Apr-2013c.pdf      [9.62]  Dingo Seismic Interpretation - Magellan Sep-2012.pdf      [9.63]  Dingo-3 Re-Completion Remedial Workover - Daily Reports 10-28-Apr-2013.pdf      [9.64]  Due_Diligence_Checklist - Project_da_Gama - share purchase ANSWERS 1,13,14,15,16.docx      [9.65]  Due_Diligence_Checklist - Project_da_Gama - share purchase ANSWERS 2,5,6,10 partial.docx      [9.66]  Due_Diligence_Checklist - Project_da_Gama - share purchase ANSWERS 3,4,7,8,9,10 partial,11,12.DOC      [9.67]  Due_Diligence_Checklist - Project_da_Gama - share purchase ANSWERS 15.docx      [9.68]  Due_Diligence_Checklist - Project_da_Gama - share purchase ANSWERS 17.DOC      [9.69]  Email trail with Mike Bucknil surrounding Petrel modelling report.pdf      [9.70]  File Index - Further Technical Data.docx      [9.71]  Further Legal DD Answer to Q 4.docx      [9.72]  Further Legal DD Answers.docx      [9.73]  Legal DD Answers - Document Reference Nomenclature.pdf        





 







[9.74]  LowerZone Isopach.pdf      [9.75]  Magellan Dingo Library References - Central File Records 20131118.pdf      [9.76]  Magellan Palm Valley Library References - Central File Records 20131118.pdf      [9.77]  Mozart PhDWin.phz      [9.78]  PV-01 - Downhole Configuration showing frac sand level.pdf      [9.79]  Palm Valley - Tubing Head and Flowing Pressures - 01-Jan-2010 to 13-Jan-2014.xlsx      [9.80]  Palm Valley Nominations for 2014-02 (as of 2014-02-06T133419).xlsx      [9.81]  Palm Valley Valuation_2011 Amendment_Submitted 20111011.pdf      [9.82]  Project Mozart - PwC Tax and Financial QUESTIONS ONLY - 4.12.2013.doc      [9.83]  Retention Licence RL2 - Annual Progress Report - Dingo Gas Field - Magellan Oct-2013.pdf      [9.84]  Water Lifting_Handling Capex & Opex.pdf      [10]  Other documents directly provided      [10.1]  167 Eagle St PL 160114.pdf      [10.2]  120720 Building Lease to MPAL - Part Level 1, 167 Eagle St.pdf      [10.3]  201314 Ins renewal_001.pdf      [10.4]  Alice Springs Office_001.pdf      [10.5]  Bramley Properties inv 150114.pdf      [10.6]  Insurance_001.pdf      [10.7]  MPAL - BNE Office Contracts & Agreements (as of Jan 2014).xlsx      [10.8]  MSTD01-MA01_v0 Magellan Health, Safety & Environment Management System M....pdf      [10.9]  MSTD09-PC03_v2 Permit to Work System.pdf      [10.10]  PV Gas Field Reservoir Management Plan 2014.pdf      [10.11]  Palm Valley Valuation_2011 Amendment_Submitted 20111011.pdf      [11]  Amended Ryder Scott Reserves Report        





 







Corrs Chambers Westgarth          Annexure F   Disclosure Letter    [Magellan Petroleum Australia Pty Ltd letterhead]      The Directors   Central Petroleum PVD Pty Ltd   56-58 Jephson Street   TOOWONG  QLD      Dear Sirs   Share Sale and Purchase Deed – Magellan Petroleum (N.T.) Pty Ltd and Jarl Pty   Ltd   Reference is made to the Share Sale and Purchase Deed between our respective   companies relating to the sale of all the shares in Magellan Petroleum (N.T) Pty. Ltd.   ACN 009 718 183 and Jarl Pty. Ltd. ACN 009 699 183, to which this letter forms an   attachment (SSPD).   Terms used in this letter, unless otherwise herein defined, shall have the meaning given   to them under the SSPD.   This letter sets out matters which constitute disclosures against the terms of the   warranties given by the Seller under schedule 8 of the SSPD.    The warranties in schedule 8 are to be read subject to and are qualified by the   disclosures in this letter.   Solvency and financial position of the Company and Jarl   Neither the Company nor Jarl have bank accounts.     All funds for day to day operations and other expenses of both companies are provided   by and funded through the Seller.   Business and assets   Neither the Company nor Jarl have any employees.     All services including accounting and general administration services are provided by   the Seller through its employees.   Jarl does not conduct a business as such other than to receive and account to third   parties for each of the Dingo Royalty Interests and Palm Valley Royalty Interests.   Royalty Interests   The1.26875% overriding royalty interest held by Jarl in respect of the Palm Valley field is   accounted to and held for the sole benefit of the Company.     





 







Corrs Chambers Westgarth          The 1.25% overriding royalty interest in respect of the Dingo Field held by Jarl is held by   Jarl for the sole benefit of and accounted to the Company.   Third party holders of the Dingo Royalty Interests and the third party holders of the Palm   Valley Royalty Interests may assign all or fractional parts of their interests to other   parties and may do so without always seeking the consent of the Company or Jarl.      Petroleum Tenements   With respect to the Seller’s warranties at section 10 of schedule 8, retention licence 2   (RT2)  relating to the Dingo field was due to expire on 3 February 2014 .   An application for renewal of RT2 was made to the Northern Territory Department of   Mines and Energy on 30 October 2013 .     Whether or not a renewal is granted is at the discretion of the Minister under section 38   of the Petroleum Act of the Northern Territory.    The retention licence continues in force until such discretion is exercised.   Production of hydrocarbons in the area of the retention licence cannot occur unless and   until sufficient resource is found to permit the application for a production licence and   that production licence is granted by the Northern Territory Government.    An application for a production licence was made to the Northern Territory Government   on 12 July 2013.   The grant of a production licence would require agreements to be entered into with the   existing registered native title claimants or their registered native title bodies for the   area.   In order to supply gas under the gas supply contract with PWC (PWC GSA), a pipeline   from the Dingo Field to a processing plant at Alice Springs will need to be constructed   as well as the processing plant itself and the land for that plant will have to be acquired   and development approvals obtained for that operation.   An export pipeline from the processing plant connecting to PWC’s facilities must also be   constructed.    Native title and cultural heritage matters will also need to be addressed in respect of   those aspects of the project.   MPNT has commenced and is continuing to undertake the work to satisfy the   requirements for and implement this infrastructure.    It has incurred and continues to incur costs in doing so pursuant to third party service   and supply contracts entered into by MPA on its behalf.   MPNT is obliged under the PWC GSA to use its reasonable endeavours to construct   and render operational all that infrastructure.     The Buyer must make its own enquiries and ascertain for itself the steps, extent and   costs thereof for the development and implementation of that project.   Assets     





 







Corrs Chambers Westgarth          A letter dated 6 March 2012 was received by the Seller from Tourism NT.  The letter   was stated as a Request for Cooperation for Further Investigation of Signature Lodge   Site on the area of the Palm Valley Production Licence OL 3.  Tourism NT stated that it   would further investigate to ascertain the viability for a signature lodge site. As at the   date of this letter no further correspondence or communication has been received from   Tourism NT concerning this matter.    Environment    With respect to the environmental warranties given at section 12 of schedule 8 of the   SSPD, the Seller notes that the discharge and dumping of hypersaline water and   crystalline salt into Lake Lewis has occurred associated with the Palm Valley operations.   These disposals occurred with approval from the Department of Land, Planning and   Environment (last obtained 17 April 2000) and the Aboriginal Areas Protection Authority   (last obtained 8 December 1998).   Yours faithfully,   Magellan Petroleum Australia Pty Ltd - Director     





 







Corrs Chambers Westgarth          Annexure G   Deposit Banker's Undertaking    ABC Bank      A.B.N. #      Banker's Undertaking        To: Magellan Petroleum Australia Pty   Ltd (ACN 009 728 581)    (Favouree)            At the   request of:   Central Petroleum PVD Pty. Ltd   (ACN 167 440 020)    (Customer)     and in consideration of the Favouree accepting this   Undertaking for Agreement between Favouree, Customer,   Magellan Petroleum (N.T) Pty Ltd, Jarl Pty Ltd, Magellan   Petroleum Corporation and Central Petroleum Limited, ABC   Bank (the “Bank”) unconditionally undertakes to pay on   demand any amount or amounts which may from time to time   be demanded in writing purporting to be signed by or on behalf   of the Favouree, up to a maximum aggregate sum of   $1,000,000.00 (the “Amount”).   Payment of the Amount or any part thereof will be made by the   Bank to the Favouree without reference to the Customer and   regardless of any notice from the Customer to the Bank not to   pay any amount.   The Bank’s obligations under this Undertaking cease on the   earliest of the following:   • written notification is received by the Bank from the Favouree   that the Undertaking is no longer required   • the Undertaking is returned to the Bank    • all payments by the Bank to the Favouree under the   Undertaking total the Amount   • the Favouree notifies the Bank that the payments made by   the Bank constitute the total amount required to be paid     





 







Corrs Chambers Westgarth          Notwithstanding any other obligations of the Bank under this   Undertaking the Bank may at any time, without being required   to do so, extinguish any liability it has under the Undertaking by   paying to the Favouree the Amount less any amount or   amounts it has previously paid under this Undertaking, or any   lesser amount the Favouree notifies the Bank as being   acceptable to it.   The benefit of this Undertaking is personal to the named   Favouree and is not capable of assignment.              Dated this # day of # 2014.   Executed by # at # for and on behalf of ABC   Bank                             





 







Corrs Chambers Westgarth          Annexure H   Second Instalment Banker's Undertaking    ABC Bank      A.B.N. #      Banker's Undertaking        To: Magellan Petroleum Australia Pty   Ltd (ACN 009 728 581)    (Favouree)            At the   request of:   Central Petroleum PVD Pty. Ltd   (ACN 167 440 020)    (Customer)     and in consideration of the Favouree accepting this   Undertaking for Agreement between Favouree, Customer,   Magellan Petroleum (N.T) Pty Ltd, Jarl Pty Ltd, Magellan   Petroleum Corporation and Central Petroleum Limited, ABC   Bank (the “Bank”) unconditionally undertakes to pay on   demand any amount or amounts which may from time to time   be demanded in writing purporting to be signed by or on behalf   of the Favouree, up to a maximum aggregate sum of   $1,500,000.00 (the “Amount”).   The Amount may not be paid to the Favouree before 15 April   2014.    Payment of the Amount or any part thereof will be made by the   Bank to the Favouree without reference to the Customer and   regardless of any notice from the Customer to the Bank not to   pay any amount.   The Bank’s obligations under this Undertaking cease on the   earliest of the following:   • written notification is received by the Bank from the Favouree   that the Undertaking is no longer required   • the Undertaking is returned to the Bank    • all payments by the Bank to the Favouree under the   Undertaking total the Amount     





 







Corrs Chambers Westgarth          • the Favouree notifies the Bank that the payments made by   the Bank constitute the total amount required to be paid   Notwithstanding any other obligations of the Bank under this   Undertaking the Bank may at any time, without being required   to do so, extinguish any liability it has under the Undertaking by   paying to the Favouree the Amount less any amount or   amounts it has previously paid under this Undertaking, or any   lesser amount the Favouree notifies the Bank as being   acceptable to it.   The benefit of this Undertaking is personal to the named   Favouree and is not capable of assignment.              Dated this # day of # 2014.   Executed by # at # for and on behalf of ABC   Bank                             





 







Corrs Chambers Westgarth          Annexure I   Royalty Termination Deeds    See as attached to this Annexure I        





 







jxhb A0128045610v2 120394733     14.2.2014 page (1)      Jarl Pty. Ltd.   Magellan Petroleum Australia Pty Ltd   Magellan Petroleum (N.T) Pty Ltd   Royalty Termination Deed            Allens   Riverside Centre   123 Eagle Street   Brisbane  QLD  4000   Tel  +61 7 3334 3000   Fax  +61 7 3334 3444   www.allens.com.au      ©  Allens, Australia 2014           





 







         jxhb A0128045610v2 120394733     14.2.2014 page (i)      Contents   1  Definitions and Interpretation 2    1.1  Definitions 2    1.2  Interpretation 3    2  Termination of Infrastructure Arrangements 3    3  Costs and Duty 3    4  Further Assurances 3    5  Governing Law and Jurisdiction 4    6  Counterparts 4         





 







         jxhb A0128045610v2 120394733     14.2.2014 page 2      page 2      This Deed is made on                                      2014   Parties   1  Jarl Pty. Ltd. (ACN 009 699 183) of Level 1, 167 Eagle Street, Brisbane  QLD  4000 (Jarl).   2  Magellan Petroleum Australia Pty Ltd (ACN 009 728 581) of Level 1, 167 Eagle Street,   Brisbane  QLD  4000 (MPA).   3  Magellan Petroleum (N.T) Pty Ltd (ACN 009 718 183) of Level 1, 167 Eagle Street,   Brisbane  QLD  4000 (MPNT).   Recitals   A  Jarl is entitled to receive a royalty from MPNT in accordance with the terms of the Overriding   Royalty Deed.   B  Jarl has assigned the benefit of part of that royalty to MPA under the Assignment Deed.   C  The parties have agreed to terminate all obligations and liability to pay MPA any such royalty   on the terms set out in this Deed.   It is agreed as follows.   1 Definitions and Interpretation   1.1 Definitions   The following definitions apply unless the context requires otherwise.   Assignment Deed means the Assignment of 0.80% Overriding Royalty Over Permit No. 175   Exclusive of 8 Exploration Areas and Palm Valley dated 14 November 1979 between Jarl and   MPA (formerly named Magellan Petroleum Australia Limited).   Claim means any claim, demand, legal proceeding or cause of action including any claim,   demand, legal proceeding or cause of action:   (a) based in contract (including breach of warranty);   (b) based in tort (including misrepresentation or negligence);   (c) under common law or in equity; or   (d) under statute (including the Australian Consumer Law (as contained in Schedule 2 of the   Competition and Consumer Act 2010 (Cth) or as applying under any State or Territory fair   trading legislation),   whether present, unascertained, immediate, future or contingent.   Completion means the completion of the sale by MPA of all the issued shares in MPNT to   Central Petroleum Limited ACN 083 254 308 (or a subsidiary)   Effective Date means the day immediately prior to the date on which Completion occurs.   Liabilities means Claims, debts, obligations, losses, liabilities, expenses, costs and damages of   any kind and however arising, including penalties, fines and interest and including those which   are prospective or contingent and those the amount of which for the time being is not ascertained   or ascertainable.   MPA Royalty means the royalty amounts payable by Jarl to MPA pursuant to the Assignment   Deed.     





 







         jxhb A0128045610v2 120394733     14.2.2014 page 3      page 3      Overriding Royalty Deed means the Overriding Royalty (3.25%) Over Permit 43 Exclusive of   Nine Exploration Areas dated 25 September 1964 between MPNT and Jarl (as subsequently   amended).   1.2 Interpretation   Headings are for convenience only and do not affect interpretation.   The following rules apply unless the context requires otherwise.   (a) Mentioning anything after includes, including, for example, or similar expressions, does   not limit what else might be included.   (b) The singular includes the plural, and the converse also applies.   (c) A gender includes all genders.   (d) If a word or phrase is defined, its other grammatical forms have a corresponding   meaning.   (e) A reference to a person includes a corporation, trust, partnership, unincorporated body or   other entity, whether or not it comprises a separate legal entity.   (f) A reference to a clause or schedule is a reference to a clause or schedule of this Deed.   (g) A reference to an agreement or document (including a reference to this Deed) is to the   agreement or document as amended, supplemented, novated or replaced, except to the   extent prohibited by this Deed or that other agreement or document.   (h) A reference to a party to this Deed or another agreement or document includes the   party's successors, permitted substitutes and permitted assigns (and, where applicable,   the party's legal personal representatives).   (i) A reference to conduct includes an omission, statement or undertaking, whether or not in   writing.   2 Termination of Royalty Arrangements   With effect on and from the Effective Date:   (a) the MPA Royalty is terminated;    (b) Jarl and MPNT are released from all Liabilities under or in respect of the MPA Royalty;   and   (c) MPA will not have any Claims against Jarl or MPNT in respect of, and Jarl and MPNT will   not have any Liabilities under or in respect of, the MPA Royalty.   For the avoidance of doubt this deed does not take effect if Completion does not occur.   3 Costs and Duty   Each party must bear its own costs arising out of the negotiation, preparation and execution of   this Deed. All duty (including stamp duty and any fines, penalties and interest) payable on or in   connection with this Deed and any instrument executed under or any transaction evidenced by   this Deed must be borne by MPA. MPA must indemnify Jarl and MPNT on demand against any   liability for that duty.   4 Further Assurances   Each party must do anything necessary or desirable (including executing agreements and   documents) to give full effect to this Deed and the transactions contemplated by it.     





 







         jxhb A0128045610v2 120394733     14.2.2014 page 4      page 4      5 Governing Law and Jurisdiction   This Deed is governed by the laws of Northern Territory. In relation to it and related   non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts   with jurisdiction there, and waives any right to object to the venue on any ground.   6 Counterparts   This Deed may be executed in any number of counterparts. All counterparts together will be   taken to constitute one instrument.   Executed and delivered as a Deed.      Executed as a deed in accordance with   section 127 of the Corporations Act 2001 by   Jarl Pty. Ltd. (ACN 009 699 183):      Director Signature  Director/Secretary Signature       Print Name Print Name         Executed as a deed in accordance with   section 127 of the Corporations Act 2001 by   Magellan Petroleum Australia Pty Ltd   (ACN 009 728 581):      Director Signature  Director/Secretary Signature       Print Name Print Name         Executed as a deed in accordance with   section 127 of the Corporations Act 2001 by   Magellan Petroleum (N.T) Pty Ltd (ACN   009 718 183):      Director Signature  Director/Secretary Signature       Print Name Print Name        





 







wuhb A0128173685v2 120394733     10.2.2014 page (1)      Jarl Pty. Ltd.   Magellan Petroleum (N.T) Pty Ltd   Royalty Termination Deed            Allens   Riverside Centre   123 Eagle Street   Brisbane  QLD  4000   Tel  +61 7 3334 3000   Fax  +61 7 3334 3444   www.allens.com.au      ©  Allens, Australia 2014           





 







         wuhb A0128173685v2 120394733     10.2.2014 page (i)      Contents   1  Definitions and Interpretation 2    1.1  Definitions 2    1.2  Interpretation 3    2  Termination of Royalty Arrangements 3    2.1  Termination 3    3  Costs and Duty 3    4  Further Assurances 4    5  Governing Law and Jurisdiction 4    6  Counterparts 4         





 







         wuhb A0128173685v2 120394733     10.2.2014 page 2      page 2      This Deed is made on                                      2014   Parties   1  Jarl Pty. Ltd. (ACN 009 699 183) of Level 1, 167 Eagle Street, Brisbane  QLD  4000 (Jarl).   2  Magellan Petroleum (N.T) Pty Ltd (ACN 009 718 183) of Level 1, 167 Eagle Street,   Brisbane  QLD  4000 (MPNT).   Recitals   A  Jarl is entitled to receive a royalty from MPNT in accordance with the terms of the Overriding   Royalty Deed.   B  Jarl has assigned the benefit of part of that royalty to a number of third parties under various   assignment deeds.   C  The parties have agreed to terminate all obligations and liability to pay the Unassigned   Royalty on the terms set out in this Deed.   It is agreed as follows.   1 Definitions and Interpretation   1.1 Definitions   The following definitions apply unless the context requires otherwise.   Claim means any claim, demand, legal proceeding or cause of action including any claim,   demand, legal proceeding or cause of action:   (a) based in contract (including breach of warranty);   (b) based in tort (including misrepresentation or negligence);   (c) under common law or in equity; or   (d) under statute (including the Australian Consumer Law (as contained in Schedule 2 of the   Competition and Consumer Act 2010 (Cth) or as applying under any State or Territory fair   trading legislation),   whether present, unascertained, immediate, future or contingent.   Completion means the completion of the sale by Magellan Petroleum Australia Pty Ltd   ACN 009 728 581 of all the issued shares in MPNT to Central Petroleum Limited ACN 083 254   308 (or a subsidiary)   Effective Date means the day immediately prior to the date on which Completion occurs.   Liabilities means Claims, debts, obligations, losses, liabilities, expenses, costs and damages of   any kind and however arising, including penalties, fines and interest and including those which   are prospective or contingent and those the amount of which for the time being is not ascertained   or ascertainable.   Overriding Royalty Deed means the Overriding Royalty (3.25%) Over Permit 43 Exclusive of   Nine Exploration Areas dated 25 September 1964 between MPNT and Jarl (as subsequently   amended).     





 







         wuhb A0128173685v2 120394733     10.2.2014 page 3      page 3      Unassigned Royalties means the royalty amounts payable by MPNT to Jarl pursuant to the   Overriding Royalty Deed, which is not paid on the account of or for the distribution to third parties,   namely being the amounts of:   (a) 1.26875% in respect of the area in production licence (OL) 3 (ie the Palm Valley Field);   and   (b) 1.25% in respect of the area in retention lease (RL) 2 (ie the Dingo Field),   and any future tenements granted in replacement or renewal of the above tenements in respect   of their present areas.   1.2 Interpretation   Headings are for convenience only and do not affect interpretation.   The following rules apply unless the context requires otherwise.   (a) Mentioning anything after includes, including, for example, or similar expressions, does   not limit what else might be included.   (b) The singular includes the plural, and the converse also applies.   (c) A gender includes all genders.   (d) If a word or phrase is defined, its other grammatical forms have a corresponding   meaning.   (e) A reference to a person includes a corporation, trust, partnership, unincorporated body or   other entity, whether or not it comprises a separate legal entity.   (f) A reference to a clause or schedule is a reference to a clause or schedule of this Deed.   (g) A reference to an agreement or document (including a reference to this Deed) is to the   agreement or document as amended, supplemented, novated or replaced, except to the   extent prohibited by this Deed or that other agreement or document.   (h) A reference to a party to this Deed or another agreement or document includes the   party's successors, permitted substitutes and permitted assigns (and, where applicable,   the party's legal personal representatives).   (i) A reference to conduct includes an omission, statement or undertaking, whether or not in   writing.   2 Termination of Royalty Arrangements   2.1 Termination   With effect on and from the Effective Date:   (a) the Unassigned Royalty is terminated;    (b) Jarl and MPNT are released from all Liabilities under or in respect of the Unassigned   Royalty; and   (c) Jarl will not have any Claims against MPNT and MPNT will not have any Liabilities under   or in respect of the Unassigned Royalty.   For the avoidance of doubt this deed does not take effect if Completion does not occur.   3 Costs and Duty   Each party must bear its own costs arising out of the negotiation, preparation and execution of   this Deed. All duty (including stamp duty and any fines, penalties and interest) payable on or in     





 







         wuhb A0128173685v2 120394733     10.2.2014 page 4      page 4      connection with this Deed and any instrument executed under or any transaction evidenced by   this Deed must be borne by MPNT. MPNT must indemnify Jarl on demand against any liability for   that duty.   4 Further Assurances   Each party must do anything necessary or desirable (including executing agreements and   documents) to give full effect to this Deed and the transactions contemplated by it.   5 Governing Law and Jurisdiction   This Deed is governed by the laws of Northern Territory. In relation to it and related   non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts   with jurisdiction there, and waives any right to object to the venue on any ground.   6 Counterparts   This Deed may be executed in any number of counterparts. All counterparts together will be   taken to constitute one instrument.      Executed and delivered as a Deed.      Executed as a deed in accordance with   section 127 of the Corporations Act 2001 by   Jarl Pty. Ltd. (ACN 009 699 183):      Director Signature  Director/Secretary Signature       Print Name Print Name         Executed as a deed in accordance with   section 127 of the Corporations Act 2001 by   Magellan Petroleum (N.T) Pty Ltd (ACN   009 718 183):      Director Signature  Director/Secretary Signature       Print Name Print Name        





 







Corrs Chambers Westgarth          Annexure J   Inventory   See as attached to this Annexure J