Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

EXHIBIT 10.26    
  


 
 

MEMORANDUM OF UNDERSTANDING
  EXPLORATION PERMIT EP 408    
  


    Amity Oil Limited ("Amity"), Southern Amity, Inc ("Southern
Amity") and GeoPetro Resources Company ("GeoPetro") are parties to a joint operating agreement dated 28 October 1997
("JOA") and are the registered holders of Exploration Permit EP 408 ("Permit"). Southern Amity and
GeoPetro (together the "Farmor") and Amity are offering to Whicher Range Gasfields Limited (the "Farminee") the opportunity to earn an undivided 30%
interest in the Permit and in the JOA ("Percentage Interest") and thereafter Southern Amity is offering the Farminee the right to earn a further
undivided 1.55% Percentage Interest on the terms and conditions set out in this Memorandum of Understanding ("MOU"). 


	1.
	In
consideration for GeoPetro agreeing to the farmout in the terms described in this MOU the Farminee must pay to GeoPetro an amount of $100,000 on execution of this MOU. This
payment is non refundable, irrespective of the provisions of clauses 2 and 3.



	2.
	Other
than for clause 1 this MOU is conditional on:



	(a)
	the
Farminee giving written notification to the Farmor within 30 days of the date of this MOU, or such other date as the Farmor agrees, that it wishes to proceed with the
Farmin. Upon the Farminee providing such notification to the Farmor, the Farminee must pay to the Farmor (in proportion to the percentage interests of each party that comprise the Farmor) an amount of
$100,000 being a reimbursement of the costs to date of preparing the site for, and pre planning the drilling of, Whicher Range—5 and this amount is in addition to the amount referred to in
clause 1; and



	(b)
	the
receipt of any consents required under the Petroleum Act 1967 for the dealings evidenced in this MOU, 






("Conditions") 



	3.
	The
Conditions must be satisfied or waived by the parties within 30 days of the date of this MOU. If the Conditions are satisfied or waived, then within 14 days of the
date on which the last of the Conditions is satisfied or waived, or such other date as the Farmor agrees:



	(a)
	the
Farmor, the Farminee and Amity must enter into a formal agreement to reflect the terms and conditions of this MOU, which agreement shall be prepared by the Farmor and such
agreement is to record the Farminee's willingness to be bound by and comply with the terms of the Permit and the JOA to the extent of the Percentage Interest to be acquired by the Farminee;



	(b)
	the
Farmor and the Farminee must enter into a farmin agreement with respect to Exploration Permit EP 381; 






For
the purposes of clause 3(a), the formal agreement must also contain terms and conditions (including warranties) in accordance with standard industry practice. 



	4.
	Where
the Conditions are satisfied or waived but the matters referred to in clause 3(a) are not concluded within the prescribed period of time this MOU shall be at an end and
other than where the failure to conclude is as a result of any act or omission of the Farmor, the Farminee will forfeit the deposits paid in accordance with clauses 1 and 2(a). If the Farmor
contributed to the failure the deposits paid in accordance with clauses 1 and 2(a) must be refunded.



	5.
	Notwithstanding
the Farminee entering into the farmin agreement referred to in clause 3, if the Farminee has not raised a minimum of $9,000,000 by 31 October 2001 or
such later date as the Farmor may agree then this MOU or any formal agreement entered into pursuant to clause 3, 







shall
automatically be at an end and GeoPetro shall be entitled to keep the monies referred to in clause 1 and the Farmor shall be entitled to keep the monies referred to in clause 2(a). 



	6.
	The
EP 408 Joint Venture intends to drill the Whicher Range-5 appraisal well to a total depth of approximately 4,300 metres and in accordance with the drilling proposal
submitted and approved by the Department of Minerals and Energy. The reservoir section of Whicher Range-5 is intended to be drilled using air mist.



	7.
	The
Farmor will assign to the Farminee the Percentage Interest referred to in clause 11 provided the Farminee contributes 100% of either the first $6.6 million of the
cost of drilling, stimulation (if
applicable) and completion (if applicable) of Whicher Range-5 and thereafter, 30% of well costs for Whicher Range-5 until the well is completed, tested and suspended ready for
future production or plugged and abandoned. The amount paid by the Farminee in satisfaction of its obligations referred to in clauses 1 and 2(a) shall be offset against the Farminee's liability under
this clause and must be applied by the Farmor against its share of any drilling costs associated with the drilling of Whicher Range-5.



	8.
	In
the event the Whicher Range-5 well cost is less than $6.6 million, the Farminee must within 60 days of the suspension or abandonment of Whicher
Range-5, pay in cash to the Farmor in proportion to their respective equity contributions the difference between the well cost and $6.6 million. The Farminee must also contribute
its 30% of the cost of all other joint operations and any other costs on the Permit as required by the JOA.



	9.
	In
consideration for Amity waiving its pre-emptive right over the Percentage Interest, the Farmor and Farminee agree that a portion of the monies to be expended by the
Farminee will be applied to meet Amity's share of the well costs referred to in clause 7 such that neither Amity nor the Farmor will need to contribute to the drilling costs until the Farminee
has contributed $6.6 million to the costs.



	10.
	It
is a condition subsequent to the MOU that Empire Oil Company (WA) Ltd not exercise the pre-emptive right it holds over the interests of Southern Amity and
GeoPetro in EP 381. In the event either (a) this condition is breached; or (b) the farmin agreement referred to in clause 3(b) is not executed, the farmin amount of
$6.6 million referred to in this MOU shall be increased to $7 million.



	11.
	The
Percentage Interests of Joint Venture participants before and after the Farminee has expended the monies referred to in clause 7 are set out as follows: 






	 
	 	% interest

before assignment
	 	% interest

after

sole contribution

	Amity	 	29.665	 	29.665
	Southern Amity	 	44.115	 	21.975
	GeoPetro	 	26.22	 	18.36
	Farminee	 	0	 	30.00
	 	 	
	 	

	 	 	100.00	 	100.00





	12.
	On
the Farminee earning a Percentage Interest of 30% Southern Amity agrees to farmout a further 1.55% Percentage Interest to the Farminee in consideration for the Farminee meeting
the next $361 667 of any contribution Southern Amity is required to make to JOA expenditure, 







including
expenditure on Whicher Range-5. On completion of this expenditure by the Farminee pursuant to this clause, the Percentage Interests of the parties shall be: 





	 
	 	 
	 	 

	Amity	 	29.665	 	 
	Southern Amity	 	20.425	 	 
	GeoPetro	 	18.36	 	 
	Farminee	 	31.55	 	 
	 	 	100	 	 





	13.
	Each
of Amity and GeoPetro waive their pre-emptive rights over the additional 1.55% Percentage Interest.



	14.
	The
Farminee may not assign it rights and obligations under this MOU without the prior written consent of the Farmor.



	15.
	The
Farminee may by written notice to the Farmor withdraw from this MOU at any time prior to the satisfaction of the Conditions.



	16.
	If
the Farminee fails to comply with any of obligations under this MOU and fails to remedy any default within 14 days of being given notice to do so by the Farmor then the
Farmor may terminate this MOU and the Farminee shall retain no rights in the Percentage Interest or under this MOU on and from such termination.



	17.
	Subject
to this MOU not having been terminated in accordance with clause 16 or the Farminee not having withdrawn from it pursuant to clause 15, the parties agree to be
bound by and comply with the terms of this MOU until such time as the formal agreement described in clause 3 is executed.



	18.
	The
Farminee is to agree to appoint the manager of the JOA as its sales agent for the purposes of selling any gas that may be produced from the Permit. In the event the manager of
the JOA is taken over by a third party then the Farminee has a 14 day right to terminate the engagement of the manager as the Farminee sales agent.



	19.
	This
Agreement shall be governed and construed with reference to the laws in force in Western Australia.



	20.
	The
Farminee agrees to bear the costs of this MOU and the formal agreement referred to in clause 3.



	21.
	All
amounts paid or payable under this MOU are exclusive of GST. In the event of there being a liability for GST then the Farminee must pay the GST on the amounts referred to in
clauses 1(a), 7, 8, 9 and 12.



	22.
	Where
the parties waive the Condition in clause 2(b) then the formal agreement referred to in clause 3 shall contain a provision to the effect that it shall be a
condition precedent to the Farminee earning its Percentage Interest that any consent required under the Petroleum Act 1967 for dealings in the Permit, is obtained. Pending the Farminee obtained this
consent, the Farmor and Amity as the case requires shall, subject to the Farminee's compliance with its obligations, account to the Farminee to the extent of the economic benefit arising from what
would be, the equivalent of Farminee's Percentage Interest.



	23.
	Notwithstanding
anything in this MOU, Amity and Southern Amity may by notice elect within 30 days of this MOU, amend the terms of this MOU such that Amity becomes one of the
Farmors 






in
substitution for Southern Amity and in such circumstances the Percentage Interests of the parties shall be as follows: 





	 
	 	% interest

under clause 11
	 	% interest

under clause 12

	Amity	 	7.535	 	5.975
	SouthernAmity	 	44.115	 	44.115
	GeoPetro	 	18.35	 	18.36
	Farminee	 	30.0	 	31.55
	 	 	
	 	

	 	 	100.0	 	100.00






If
Amity exercises its rights under this clause Amity shall be substituted for Southern Amity clause 12 and Southern Amity shall be substituted for Amity in clause 13. 



	24.
	This
MOU may be signed in counterpart. 



We
the undersigned agree to be bound by the terms of this MOU as set out above. 



	 
	 	 

	
Amity Oil Ltd	
 	

 
	

 Michael Blakiston	
 	

 
	
Southern Amity, Inc.	
 	

 
	

 Peter Allchurch	
 	

 
	
GeoPetro Resources Company	
 	

 
	

 Stuart Doshi	
 	

 
	
Whicher Range Gasfields Limited	
 	

 
	

 Anthony Barton	
 	

 
	

Dated: 22 July 2001	
 	

 











QuickLinks



EXHIBIT 10.26


MEMORANDUM OF UNDERSTANDING EXPLORATION PERMIT EP 408