EX-10.15



 Exhibit 10.15 

SERVICES AGREEMENT 
 THIS AGREEMENT is
dated effective January 1, 2013. 
  

			
	BETWEEN:	    	LYNDEN ENERGY CORP. a company duly continued under the laws of British Columbia having an office at 2150 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada
		
		    	(the “Company”) 
		
	AND:	    	RICHARD ANDREWS, of Unit 47, Stillwater Cove, 120 Hwy 28, Crystal Bay, Nevada 89402, U.S.A.
		
		    	(the “Executive”) 

 WITNESSES THAT WHEREAS: 
  

	A.	The Company is a public company currently listed on the TSX Venture Exchange (the “Exchange”), carrying on the business of acquiring, exploring and developing petroleum and natural gas properties;


  

	B.	The Executive presently provides services to the Company as Chairman of the Board of Directors; 

  

	C.	The parties wish to update the terms of the Executive’s engagement with the Company; 

 NOW
THEREFORE in consideration of the premises and mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby covenant and agree with each other
as follows: 
  

	1.	ENGAGEMENT OF EXECUTIVE 

 1.1 Effective Date. This Agreement shall become effective as of
January 1, 2013 (the “Effective Date”) and supercedes all previous agreements entered into between the parties concerning the Executive’s provision of services to the Company. 

1.2 Position. The Company agrees to continue to retain the Executive, and the Executive agrees to continue to serve, as the Chairman of the Board of
Directors (the “Board”). 
 1.3 Term. The term of this Agreement and engagement of the Executive shall be for an initial term of 36
months following the Effective Date, provided that this Agreement may be terminated by either party as provided herein. The term of this Agreement may be extended from time to time by mutual agreement of the parties in writing. 

1.4 Duties and Reporting. The Executive shall report to and be directly responsible to the Board . The Executive will have the duties and
authorities commonly associated with the Executive’s office and such other duties reasonably related thereto as may be assigned by the Company from time to time, but in particular the Executive will be primarily responsible for strategic
direction, corporate development, financing and public relations. 








	2.	COMPENSATION 

 2.1 Monthly Billing. The Company will pay the Executive the sum of $15,000 (USD)
per month, in arrears, on the final business day of each month. The Company will pay the Executive a bonus of $70,000 (USD) each calendar year provided the Executive has been continuously engaged by the Company during the calendar year. The bonus
will be paid in January following the completion of the said calendar year. 
 2.2 Compensation Review. The Board (or its Compensation Committee)
will review the Executive’s compensation following the completion of each calendar year and will make any adjustments it determines are reasonable in its opinion, taking into account, but shall not be limited to considering, the
Executive’s performance, the financial and operating success of the Company in the preceding 12 months and salaries for comparable positions in the marketplace. The compensation shall not be reduced, except by written agreement signed by the
Executive. 
 2.3 Incentive Plans. The Executive shall be entitled to participate in any incentive programs for the Company’s executives,
including, without limiting the generality of the foregoing, share option plans, share purchase plans, stock appreciation rights, profit-sharing or bonus plans (collectively, the “Incentive Plans”). Participation shall be on the
terms and conditions of such Incentive Plans as at the date hereof or as may from time to time be amended or implemented by the Board in its sole discretion. Except as hereafter specifically set out, the Executive acknowledges that his participation
in these Incentive Plans will be to such extent, on such terms and in such amounts as the Board in its sole discretion may decide from time to time, and the Executive shall have no absolute entitlement to such participation. Any bonuses paid will
generally be tied to performance of the Company, measured by increased value of the Company or its assets, attributable to the efforts of the Executive (either alone or in conjunction with others). 

The Executive agrees that except in respect to share options or other incentive mechanisms which have been granted to the Executive, the
Company may substitute, reduce, modify the terms of or eliminate its Incentive Plans from year to year in the sole discretion of the Board or to meet regulatory or relevant stock exchange requirements. 

2.4 Expenses. The Executive shall be reimbursed by the Company for all out-of-pocket expenses actually, necessarily and properly incurred by the
Executive in the discharge of his duties for the Company. The Executive agrees that such reimbursements shall be due only after the Executive has rendered an itemized expense account showing all monies actually expended on behalf of the Company and
such other information as may be required and requested by the Company. 
 2.6 Accelerated Vesting. Notwithstanding the provision of any plan or
agreement but subject to any required approval of the Exchange, which the Company will take all reasonable steps to promptly obtain, upon the announcement of any form of transaction which, if completed, would constitute a Change of Control (as
defined herein), all granted share options of the Executive which have not vested shall be deemed to be fully vested and exercisable so as to permit the Executive to exercise such options and participate in the Change of Control transaction in
respect of the shares thereby acquired. 

  
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	3.	ADDITIONAL OBLIGATIONS OF THE EXECUTIVE 

 3.1 Time. The Executive shall devote as much of his
working time to the business and affairs of the Company and its subsidiaries as is reasonably necessary to perform his duties hereunder. The Company and the Board acknowledge that the Executive is, or may be, engaged by other public companies in
similar executive capacities, and consent to the same to the extent such activities do not interfere with any of the Executive’s fiduciary or contractual duties to the Company. 

3.2 Confidential. The Executive will not, at any time, or in any manner, during the continuance of this Agreement or thereafter, divulge any of the
confidential information or secrets of the Company, including but not limited to information about prospective oil and gas properties in which the Company or its affiliates has or is proposing to acquire an interest (collectively, the
“Confidential Information”), to any person or persons, except as required to carry out the Executive’s duties. During the continuation of this Agreement or thereafter for a period of three years, the Executive shall not use or
attempt to use any Confidential Information which the Executive may acquire in the course of providing services to the Company for his own benefit or that of any other person, directly or indirectly. The provisions of this section will survive the
termination of this Agreement. 
 3.3 Business Opportunities. The Executive agrees to promptly communicate to the Company all material business
opportunities which come to the Executive in his capacity with the Company during the continuance of this Agreement and to deliver to and assign ownership of the same to the Company to become the exclusive property of the Company without any
obligation on the part of the Company to make any payment for the same. The provisions of this section will survive the termination of this Agreement. 
  

	4.	TERMINATION 

 4.1 Termination by Executive without Good Cause. The Executive may terminate this
Agreement without Good Cause by giving the Company at least three months advance written notice, in which event, subject to section 4.5, the Executive shall not be entitled to any termination payment but shall be entitled to receive compensation
earned to the date of termination and payment of any reimbursable expenses. 
 4.2 Termination by Company Without Cause and by Executive for Good
Cause. The Company may terminate this Agreement and the engagement of the Executive without cause at any time by notice in writing stating the effective date of termination (the “Termination Date”), and the Executive may
terminate this Agreement on two weeks’ written notice (the end of such notice also being the “Termination Date”) for “Good Cause” (as defined below). In either event, the Company shall be obligated to pay the
Executive, on the Termination Date, an amount equal to $500,000. 
 4.3 Good Cause Defined: As used herein, “Good Cause” means the
occurrence of one of the following events without the Executive’s express written consent: 
  

	 	(a)	the assignment by the Company to the Executive, without the Executive’s consent, of any substantial new or different duties inconsistent with the Executive’s positions, duties, responsibilities and status with
the Company immediately prior to such change in assigned duties; 

  

	 	(b)	a material reduction in the Executive’s responsibilities, without the Executive’s consent, except as a result of the Executive’s death or disability; 


 

	 	(c)	a reduction by the Company in the Executive’s compensation not agreed to by the Executive; 

  

	 	(d)	the requirement by the Company that the Executive be based anywhere other than within a 50 kilometer radius of the Executive’s then current location; or 


  
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	 	(e)	the failure by the Company to continue in effect, or a material change in the terms of the Executive’s participation in benefits under any Incentive Plan, the effect of which would be to materially reduce the total
value, in the aggregate, of the benefit to the Executive under the Incentive Plan. 

 4.4 Termination for Cause. The Company may at any
time terminate this Agreement for cause. Without limiting the generality of the foregoing, cause shall include: 
  

	 	(a)	an act of fraud or material dishonesty by or involving the Executive; 

  

	 	(b)	willful neglect of the Executive’s duties; and 

  

	 	(c)	if the conduct of the Executive is determined by the Board, which determination shall be made in a bona fide and reasonable manner, to be detrimental to the business of the Company and if the Executive persists in such
conduct after being informed of the Board’s determination. 

 In any such event, the Executive shall not be entitled to any compensation
or notice, but shall be entitled to receive the compensation earned to the date of termination and payment of any reimbursable expenses. 
 4.5
Termination After a Change of Control. Notwithstanding any other provision in this Agreement, if within 12 months following a Change of Control of the Company (as defined below), this Agreement is terminated by the Company other than pursuant
to section 4.4, or this Agreement is terminated by the Executive with or without Good Cause at any time within 6 months after a Change of Control, in either case, the Executive will receive a termination payment of $500,000. The provisions of this
section will survive the termination of this Agreement. 
 4.6 Change of Control Defined: In this Agreement, “Change of Control”
means: 
  

	 	(a)	the acquisition, directly or indirectly, by any person or group of persons acting jointly or in concert, as such terms are defined in the Securities Act (British Columbia), of common shares of the Company which,
when added to all other common shares of the Company at the time held directly or indirectly by such person or persons acting jointly or in concert, constitutes for the first time in the aggregate 20% or more of the outstanding common shares of the
Company and such shareholding exceeds the collective shareholding of the current directors of the Company, excluding any directors acting in concert with the acquiring party; or 


 

	 	(b)	the removal, by extraordinary resolution of the shareholders of the Company, of more than 51% of the then incumbent Board or the election of a majority of directors to the Board who were not nominees of the
Company’s incumbent Board at the time immediately preceding such election; or 

  

	 	(c)	consummation of a sale of all or substantially all of the assets of the Company; or 

  

	 	(d)	the consummation of a reorganization, plan of arrangement, merger or other transaction which has substantially the same effect as (a) (b) or (c) above. 


4.7 Bonus on Sale. Notwithstanding the above, in the event the Company sells all or substantially all of the assets of the Company, and the
Executive’s engagement is not terminated by the Company, the Executive shall be entitled to a bonus pursuant to section 2.3 commensurate with the value received by the Company, as determined by the Board. The Executive shall be entitled to
payment of the amount determined under this section or section 4.5, whichever is greater, but not both. 

  
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 4.8 No Mitigation. The Executive shall not be required to mitigate the amount of any payments provided for
in this Part 4 by seeking other work or otherwise, nor shall the amount of any payment provided for in this section be reduced by any compensation earned by the Executive as the result of working for or with any other party after the date of
termination, or otherwise. 
 4.9 Return of Property. On the termination of this Agreement for any reason, the Executive agrees to deliver to the
Company all documents, financial statements, records, plans, drawings and papers of every nature, in any way relating to the affairs of the Company and its subsidiaries or affiliated companies, if any, which are in the Executive’s possession or
control. 
 4.10 Right to Deduct. The Company shall have the right to offset any money properly due by the Executive to the Company against any
amounts payable by the Company to the Executive under this Agreement. 
 4.11 Options on Termination. If permitted by applicable laws and regulatory
authorities (which consent the Company will attempt to obtain but without warranty that such consent is obtainable) all stock option grants to the Executive will provide that share options vested at the effective date of termination under section
4.1, 4.2 or 4.5 may be exercised at any time and from time to time within 30 days after such date. 
 4.12 Incapacity. If the Executive becomes: 

 

	 	(a)	temporarily disabled before termination of his engagement hereunder, the Company and its subsidiaries will pay the Executive his monthly compensation to which he is otherwise entitled pursuant to section 2.1 above
provided the Executive exercises reasonable efforts to return to his duties as soon as practicable until such time as the Executive is eligible for long term disability benefits (if any), or 


 

	 	(b)	permanently disabled (which shall refer to any disability resulting in the Executive being unable to perform substantially all of his obligations under this Agreement for more than 120 consecutive days or more than 120
days in any calendar year), the Company may forthwith terminate this Agreement, and the Executive will thereafter be paid (by the Company or by a corporation entitled to issue annuity contracts engaged by the Company), for the one-year period
commencing on such termination, on the last business day of each month following the date of termination of this Agreement, an amount equal to the amount of the monthly fee under section 2.1 at the time of such termination. Such payments shall be in
lieu of all amounts otherwise payable to the Executive, including under section 4.2, 4.5 or any other section of this Agreement. 

 4.13
Death. During the term of this Agreement, the Company will maintain a life insurance policy with an initial term of not less than 10 years from the date of this Agreement that will pay, upon the death of the Executive, a lump sum payment of
$500,000 to such person or persons as the Executive may have designated by notice to the Company, or failing any such designation to the estate or legal representatives of the Executive. 

4.14 Release. In exchange for the payments made by the Company to the Executive under any section in this Part 4, the Executive or, if applicable, the
executors of the estate of the Executive or other legal representatives of the Executive, will deliver to the Company a full and final release of all claims arising on such termination. The provisions of this section will survive the termination of
this Agreement. 
 4.15 Taxes. The Executive shall be responsible for and keep the Company indemnified and held harmless from and against all payroll
tax, income tax, national insurance contributions and any other associated government charges/taxes for which the Company may become liable to account in connection with this Agreement. The provisions of this section will survive the termination of
this Agreement. Notwithstanding 

  
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the foregoing, the Company shall be authorized to withhold from payments due to the Executive under this Agreement and remit to the applicable taxing or other government authority such amounts as
management of the Company believes in good faith that the Company is obligated to remit. 
  

	5.	SUCCESSORS OR ASSIGNS 

 5.1 Successors. This Agreement shall ensure to the benefit of and be
binding upon and shall be enforceable by the Company and the successors and assigns of the Company. The Company will require any successor (whether direct or indirect, by purchase, amalgamation, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to assume liability, jointly and severally with the Company, for the performance by the Company of its obligations under this Agreement. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and in addition to all other remedies available to the Executive, the Executive shall be entitled to deliver a notice of termination under section 4.2 at any time within the
four month period following such succession and to receive the payments and to exercise the rights in such section accordingly. 
 5.2 Assignment.
The Company shall be entitled to assign this agreement without the Executive’s consent to any affiliates of the Company (as defined in the B.C. Business Corporations Act) on written notice to the Executive, provided there is no material
change to the other terms of this Agreement. The Company shall remain jointly and severally liable to the Executive with such assignee. The Executive shall not be entitled to assign, pledge or grant a security interest in any obligation of the
Company to make payment hereunder. 
 5.3 Benefit Binding. This Agreement shall enure to the benefit of, shall be binding upon, and shall be
enforceable by the Executive’s legal representatives, executors, administrator, successors, and heirs. If the Executive dies while any amounts are still payable to the Executive under this Agreement, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such legal representatives, executors, administrator, successors, and heirs or to the Executive’s estate, as applicable. 

 

	6.	MISCELLANOUS 

 6.1 Applicable Laws. This Agreement shall be governed, interpreted, construed and
enforced according to the laws of the Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof and without reference to the laws of any other jurisdiction. 

 

	6.2	Time. Time shall be of the essence of this Agreement. 

 6.3 Entire Agreement. This Agreement
represents the entire Agreement between the Executive and the Company concerning the subject matter hereof and supersedes any previous oral or written communications, representations, understandings or agreements with the Company or any officer or
agent thereof. This Agreement may only be amended or modified in writing signed by the parties. 
 6.4 Notices. Any notice, acceptance or other
document required or permitted hereunder shall be considered and deemed to have been duly given if delivered by hand or mailed by postage prepaid and addressed to the party for whom it is intended at the party’s address above or to such other
address as the party may specify in writing to the other and shall be deemed to have been received if delivered, on the date of delivery, and if mailed as aforesaid, then on the fifth business day following the date of mailing thereof, provided that
if that shall be at the time of mailing or within five business days thereof a strike, slowdown or other labour dispute which might affect delivery of notice by mail, then the notice shall only be effective if actually delivered. 

6.5 Waiver. The waiver by the Executive or by the Company of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by the Company or by the Executive. 

  
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 6.6 Execution and Delivery. This Agreement may be executed in counterparts and delivered by e-mail or by
fax, each of which shall be deemed to be an original and both of which shall constitute one instrument. 
 IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first above written notwithstanding its actual date of execution. 
 LYNDEN ENERGY CORP. 

 

									
	 /s/ Colin Watt
	 		 		 		 	
	Authorized Signatory	 		 		 		 	
					
	Executed by the above named Executive	 	)	 		 		 	
	in the presence of:	 	)	 		 		 	
		 	)	 		 		 	
	 T. L. Andrews
	 	)	 		 		 	
	(name)	 	)	 		 		 	 /s/ Richard Andrews

		 	)	 		 		 	RICHARD ANDREWS
	 /s/ T. L. Andrews
	 	)	 		 		 	
	(signature)	 	)	 		 		 	


  
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