a50635920_ex10-29.htm



 



		 Exhibit 10.29





 




 


Exhibit 10.29





	  	
Deed


	  	  
	
Investment in Paradise Phosphate Pty Ltd

	  
	 	 
	 	 
	 	 
	
Deed of release of security

	  
	  	  
	 	 
	
Paradise Phosphate Limited


Legend International Holdings, Inc.


(each as Grantor)


 


Acorn Capital Limited


(as Secured Party)

	  
	  	  





 




  





  











  






 





 


 


 


Contents


 


 


 








	 	Table of contents	 
	 	 	 
	 	 	 
	
1

	
Definitions and interpretation

	
2


	 	 	 
	
 

	


1.1   Definitions



	
2


	
 

	


1.2   Deed components



	
2


	 	 	 
	
2

	
Release

	
3


	 	 	 
	
3

	
Further Assurance

	
3


	 	 	 
	
4

	
Title Documents

	
3


	 	 	 
	
5

	
Costs and Expenses

	
3


	 	 	 
	
6

	
Governing Law

	
3


	 	 	 
	
7

	
Counterparts

	
4


	 	 	 
	  	
Schedule 1

	  
	 	 	 
	  	
Security Documents

	
5


	 	 	 
	  	
Signing page

	
6


	 	 	 
	 	Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited.	 





 




  





Deed of release of security    Contents 1











  






 








 


 


Deed of release of security


 









 




 


Date ►29 April 2013


 


 



	
Between the parties

	  
	 	 
	 	 
	
Grantors

	
Paradise Phosphate Limited


 


ACN 154 180 882 of Level 8, 580 St Kilda Road, Melbourne VIC 3004


 


Legend International Holdings, Inc


 


ARBN 120 855 352 of Level 8, 580 St Kilda Road, Melbourne VIC 3004


 


(each a Grantor)


	 	 
	 	 
	
Secured Party

	
Acorn Capital Limited


 


ACN 082 694 531 of Level 12, 90 Collins Street, Melbourne Vic  3000


 


(Secured Party)


	 	 
	 	 
	
Recitals

	
1    Each Grantor charged and mortgaged its property under the Security Documents.


	 	 
2    All moneys the payment of which was secured under the Security Documents have been paid or repaid or otherwise satisfied in full.


	 	 
3    The Secured Party agrees to release the Released Assets from the Security Documents in accordance with this deed.


	 	 
	 	 
	
This deed witnesses

	
that, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:


	 	 





 




  





Deed of release of security    page 1











  






 






 



 




	
1

	
Definitions and interpretation







 





	
1.1

	
Definitions







 


The meanings of the terms used in this deed are set out below.


 



	
Term

	
Meaning


	
Business Day

	
a day on which banks are open for business in Brisbane and Melbourne excluding a Saturday, Sunday or public holiday.


	
Effective Date

	
29 April 2013.


	
Financing Statement

	
data registered (or that is to be registered) pursuant to an application for registration under section 150(1) of the PPS.


	
Financing Change Statement

	
data amending a Financing Statement registered on the PPS Register.


	
PPSA

	
the Personal Property Securities Act 2009 (Cth).


	
PPS Register

	
the Personal Property Securities Register established under section 147 of the PPSA.


	
Released Assets

	
the whole of the property secured under the Security Documents.


	
Security Document

	
each document described in Schedule 1.


	
Title Document

	
any original, duplicate or counterpart certificate or document of title including any real property certificate of title, certificate of units in a unit trust, share certificate or certificate evidencing an investment instrument or negotiable instrument (in the case of the terms ‘certificate’, ‘investment instrument’ or ‘negotiable instrument’, each within the meaning of the PPSA).







 



	
1.2

	
Deed components







 


This deed includes any schedule.


 




  





Deed of release of security    page 2











  






 



	 	2 Release





 



 




	
2

	
Release







 




On and from 5:00pm on the Effective Date, the Secured Party:


 



	
  

	
(a)

	
releases the Released Assets from the operation of the Security Documents; and







 



	
  

	
(b)

	
releases each Grantor from all of its obligations under the Security Documents.







 




	
3

	
Further Assurance







 





	
  

	
(a)

	
Within 10 Business Days after the Effective Date, the Secured Party must register a Financing Change Statement which amends any Financing Statement registered on the PPS Register with respect to the Released Assets to reflect the release of the security under this deed.







 



	
  

	
(b)

	
In relation to the Security Document listed as item 4 in Schedule 1, the Secured Party must on the Effective Date execute and give to Legend International Holdings, Inc.:







 



	
  

	
(1)

	
a release of mortgage in Form MMOL-06 in accordance with Chapter 7 of the Mineral Resources Act 1989 (Qld); and







 



	
  

	
(2)

	
a letter addressed to the Queensland Department of Natural Resources and Mines requesting the removal of all caveats registered in favour of the Secured Party in respect of mining leases ML 90190 and ML 90191.







 



	
  

	
(c)

	
In addition to clauses (a) and (b) of this deed, the Secured Party must take all reasonable steps and execute all documents reasonably required by each Grantor to give effect to the transaction contemplated by this deed.







 




	
4

	
Title Documents







 




The Secured Party agrees to return to the Grantors on the Effective Date all Title Documents held by the Secured Party in relation to the Released Assets.


 




	
5

	
Costs and Expenses







 




Paradise Phosphate Limited must pay all costs and expenses (including legal costs and expenses on a full indemnity basis) of the Secured Party in relation to the preparation, execution, delivery, completion and performance of this deed and any document referred to in clause 3.


 




	
6

	
Governing Law







 




This deed is governed by the laws of Queensland.


 




  





Deed of release of security    page 3











  






 



	 	7 Counterparts





 



 




	
7

	
Counterparts







 




This deed may be executed in any number of counterparts. All counterparts, taken together, constitute one instrument. A party may execute this deed by signing any counterpart.


 




  





Deed of release of security    page 4











  






 





 



Schedule 1


 








 


Security Documents 






 







	
  

	
1

	
The security agreement dated 7 February 2012 granted by Legend International Holdings, Inc (Legend) in favour of the Secured Party.







 



	
  

	
2

	
The share mortgage dated 7 February 2012 granted by Legend in favour of the Secured Party.







 



	
  

	
3

	
The general security agreement dated 7 February 2012 between Paradise Phosphate Limited (formerly Paradise Phosphate Pty Ltd)(Paradise) and the Secured Party.







 



	
  

	
4

	
The mortgage dated 7 February 2012 over mining leases ML 90190 and ML 90191 granted by Legend in favour of the Secured Party registered with the Queensland Department of Natural Resources and Mines as dealing numbers 1040294 and 1040295, respectively.







 



	
  

	
5

	
The mortgage executed on or about 7 February 2012 over mining leases ML 90190 and ML 90191 granted by Paradise in favour of the Secured Party and not registered with the Queensland Department of Natural Resources and Mines.







 




  





Deed of release of security    page 5











  
















 



	 	Signing Page





 



Signing page


 








 


Executed as a deed 
















	  	
Grantor


	  	
Signed sealed and delivered by


Paradise Phosphate Limited


by


	
sign here ►

	
S/S PETER LEE

	  
	  	
Company Secretary/Director

	  
	
print name

	
PETER LEE

	  
	
sign here ►

	
S/S CRAIG MICHAEL

	  
	  	
Director

	  
	
print name

	
CRAIG MICHAEL

	  
	  










 



	  	
Grantor


	  	
Signed sealed and delivered by


Legend International Holdings, Inc.


by its attorney Peter James Lee dated 12 March 2013


	
sign here ►

	
S/S PETER LEE

	  
	  	  	  
	
print name

	
 PETER LEE

	  
	
sign here ►

	  	  
	  	  	  
	
print name

	  	  
	  







 




  





Deed of release of security    page 6











  






 



 



	 	Signing Page





 




	  	
Secured Party


	  	
Signed sealed and delivered by


Acorn Capital Limited


by


	
sign here ►

	
s/s M SHEEHAN

	  
	  	
Company Secretary/Director

	  
	
print name

	
M SHEEHAN

	  
	
sign here ►

	
S/S DOUGLAS LOH

	  
	  	
Director

	  
	
print name

	
DOUGLAS LOH

	  
	  









 


Deed of release of security    page 7