Exhibit 99.2
This Agreement is made on 8 November 2007
Parties
1 Ansett Resources & Industries Pty Ltd ACN 116 913 663 of 0/00 Xxxxxxxxx
Xxxxxx Xxxxxxxxxx Xxxxxxxxxx 0000 (Seller)
2 Legend International Holdings Inc of Xxxxx 0, 000 Xx Xxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx 0000 (Legend)
Background
A SELLER has made certain EPM applications in the State of Queensland.
B SELLER has agreed to hold in trust for Legend certain EPM applications
subject to and on the terms and conditions contained in this Document.
Operative Provisions
1. Definitions and Interpretation
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1.1 Definitions
The following definitions apply:
Business Day means:
(a) for receiving a notice under clause 8, a day that is not a Saturday,
Sunday, public holiday or bank holiday in the place where the notice is
received; and
(b) for all other purposes, a day that is not a Saturday, Sunday, public
holiday or bank holiday in New South Wales.
Business Hours means from 9:00am to 5:00pm on a Business Day.
Completion means completion of the obligations set out in clause 5.3.
Completion Date means the date of this Document.
Corporations Act means the Corporations Xxx 0000 (Cth).
Document means this document, and includes all its schedules, annexures and
exhibits, if any.
EPM means Exploration Permit for Minerals.
EPM Application means the application made by SELLER for the D -Tree EPM.
D-Tree EPM means EPM 14753.
Party means a party to this Document.
Purchase Price means the sum of AU$300,000.
Warranties means each of the representations and warranties set out in
clause 6.1.
1.2 Interpretation
In this Document, except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes
other genders;
(b) another grammatical form of a defined word or expression has a
corresponding meaning;
(c) a reference to a clause, paragraph, schedule or annexure is to a
clause or paragraph of, or schedule or annexure to, this Document, and
a reference to this Document includes any schedule or annexure;
(d) a reference to a document or instrument includes the document or
instrument as novated, altered, supplemented or replaced from time to
time;
(e) a reference to AU$, A$, $A, dollar or $ is to Australian currency;
(f) a reference to time is to Sydney, Australia time;
(g) a reference to a party is to a party to this Document, and a reference
to a party to a document includes the party's executors,
administrators, successors and permitted assigns and substitutes;
(h) a reference to a person includes a natural person, partnership, body
corporate, association, governmental or local authority or agency or
other entity;
(i) a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re enactments or replacements of any of them;
(j) a word or expression defined in the Corporations Act has the meaning
given to it in the Corporations Act;
(k) the meaning of general words is not limited by specific examples
introduced by including, for example or similar expressions;
(l) a rule of construction does not apply to the disadvantage of a party
because the party was responsible for the preparation of this Document
or any part of it; and
(m) if a day on or by which an obligation must be performed or an event
must occur is not a Business Day, the obligation must be performed or
the event must occur on or by the next Business Day.
1.3 Headings
Headings are for ease of reference only and do not affect interpretation.
2. EPM Applications
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2.1 D-Tree EPM Application
(d) The parties have each made separate applications with the State of
Queensland to hold the D-Tree EPM to explore for minerals.
(e) The parties agree that SELLER is to continue with its D-Tree EPM
Application.
(f) SELLER agrees to hold in trust for Legend the D-Tree EPM Application
and in the event that SELLER is successful in its D-Tree EPM
Application, the D-Tree EPM.
2.2 Processing of EPM Application
SELLER agrees to use its best and reasonable endeavours to obtain the grant
of the EPM which is the subject of the EPM Application as soon as possible.
3. Consideration
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3.1 Payments on Completion
On Completion, Legend must pay the Purchase Price to SELLER.
3.2 Cleared funds
All payments under this clause 3 must be paid in immediately cleared funds
to such person or account as SELLER shall nominate.
4. Completion
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4.1 Time and Place
Completion will take place as agreed by the parties.
4.2 Simultaneous Actions on Completion
All actions at completion will be taken to take place simultaneously and a
delivery or payment will not be regarded as having been made until all
deliveries and payments to be made on completion have been made.
4.3 Obligations of Legend
(a) At completion, Legend must pay the amounts referred to in clause
4.1(a).
4.4 Obligations of SELLER
At completion, SELLER must deliver to Legend:
(a) all correspondence and information (in whatever form) it has in
connection with the EPM Application.
(b) a power of attorney in a form acceptable to Legend authorising Legend
and any director or secretary of Legend to perform all acts and do all
things in connection with the EPM Application and EPM.
5. Post completion
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5.1 EPM in trust
In respect of clauses 2.1:
(a) SELLER will act in accordance with Legend's reasonable instructions in
relation to the EPM Application and EPM once granted which is being
held in trust;
(b) Legend will indemnify SELLER in relation to:
(i) any reasonable costs and expenses incurred by SELLER in complying
with Legend's instructions; and
(ii) unless otherwise provided for in this Document, any tax payable
by SELLER which arises in relation to the relevant EPM other than
tax assessed on income or capital gains on the Purchase Price.
(c) on grant of the EPM, SELLER will take all steps required by Legend to
keep the EPM in good standing and transfer the EPM to Legend or its
nominee free from mortgages, charges, liens, encumbrances or other
third party interests over or affecting the EPM and to obtain all
consents and approvals required to transfer the EPM to Legend or its
nominee.
(d) SELLER will promptly on receipt or creation forward to Legend all
correspondence and information (in whatever form) it has from time to
time in connection with the EPM Application.
(e) SELLER will perform all acts and do all things reasonably required by
Legend in relation to any EPM Application (whether prior to or after
their grant (as applicable)) and EPM including the creation and
registration of any encumbrance or lodgement of any caveat.
6. Warranties and Representations
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6.1 SELLER Warranties
SELLER represents and warrants to Legend that the following statements are
true and accurate at the Completion Date:
(d) there are no mortgages, charges, liens, encumbrances or other third
party interests over or affecting the EPM Application;
(e) SELLER has accurately disclosed all material information in relation
to the EPM Application and there is no dispute or threatened claim in
connection with the EPM Application; and
(f) SELLER has the power and lawful authority to enter into and perform
this Document and this Document constitutes a legal, valid and binding
obligation on SELLER, enforceable in accordance with its terms.
6.2 Legend Warranties
Legend represents and warrants to SELLER that at the Completion Date,
Legend has the power and lawful authority to enter into and perform this
Document and this Document constitutes a legal, valid and binding
obligation on Legend, enforceable in accordance with its terms.
6.3 Application of Warranties
Each of the Warranties remains in full force and effect on and after the
Completion Date despite completion taking place.
6.4 Indemnity
Each Party indemnifies the other against any claim, action, damage, loss,
liability, cost, charge, expense or outgoing which the other Party pays,
suffers, incurs or is liable (including legal costs on a full indemnity
basis) in respect of any breach by Party of this Document.
7. GST
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7.1 Interpretation
In this clause 7, a word or expression defined in the A New Tax System
(Goods and Services Tax) Xxx 0000 (Cth) has the meaning given to it in that
Act.
7.2 GST Gross Up
If a party makes a supply under or in connection with this Document in
respect of which GST is payable, the consideration for the supply but for
the application of this clause 7.2 (GST exclusive consideration) is
increased by an amount equal to the GST exclusive consideration multiplied
by the rate of GST prevailing at the time the supply is made.
7.3 Reimbursements
If a party must reimburse or indemnify another party for a loss, cost or
expense, the amount to be reimbursed or indemnified is first reduced by any
input tax credit the other party is entitled to for the loss, cost or
expense, and then increased in accordance with clause 7.2.
7.4 Tax Invoice
A party need not make a payment for a taxable supply made under or in
connection with this Document until it receives a tax invoice for the
supply to which the payment relates.
8. Notices and Other Communications
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8.1 Service of Notices
A notice, demand, consent, approval or communication under this Document
(Notice) must be:
(a) in writing, in English and signed by a person duly authorised by the
sender; and
(b) hand delivered or sent by prepaid post or facsimile to the recipient's
address for Notices specified on page 1, as varied by any Notice given
by the recipient to the sender.
8.2 Effective on Receipt
A Notice given in accordance with clause 8 takes effect when taken to be
received (or at a later time specified in it), and is taken to be received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, two Business Days after the date of posting
(or seven Business Days after the date of posting if posted to or from
a place outside Australia);
(c) if sent by facsimile, when the sender's facsimile system generates a
message confirming successful transmission of the entire Notice
unless, within eight Business Hours after the transmission, the
recipient informs the sender that it has not received the entire
Notice,
but if the delivery, receipt or transmission is not on a Business Day or is
after 5.00pm on a Business Day, the Notice is taken to be received at
9.00am on the next Business Day.
9. Miscellaneous
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9.1 Alterations
This Document may be altered only in writing signed by each party.
9.2 Approvals and Consents
Except where this Document expressly states otherwise, a party may, in its
discretion, give conditionally or unconditionally or withhold any approval
or consent under this Document.
9.3 Assignment
A party may only assign this Document or a right under this Document with
the prior written consent of each other party (such consent not to be
unreasonably withheld).
9.4 Costs
Each party must pay its own costs of negotiating, preparing and executing
this Document.
9.5 Stamp Duty
Any stamp duty, duties or other taxes of a similar nature (including fines,
penalties and interest) in connection with this Document or any transaction
contemplated by this Document, must be paid by SELLER.
9.6 Survival
Any indemnity or any obligation of confidence under this Document is
independent and survives termination of this Document. Any other term by
its nature intended to survive termination of this Document survives
termination of this Document.
9.7 Counterparts
This Document may be executed in counterparts. All executed counterparts
constitute one document.
9.8 No Merger
The rights and obligations of the parties under this Document do not merge
on completion of any transaction contemplated by this Document.
9.9 Entire Agreement
This Document constitutes the entire agreement between the parties in
connection with its subject matter and supersedes all previous agreements
or understandings between the parties in connection with its subject
matter.
9.10 Further Action
Each party must do, at its own expense, everything reasonably necessary
(including executing documents) to give full effect to this Document and
any transactions contemplated by it.
9.11 Severability
A term or part of a term of this Document that is illegal or unenforceable
may be severed from this Document and the remaining terms or parts of the
term of this Document continue in force.
9.12 Waiver
A party does not waive a right, power or remedy if it fails to exercise or
delays in exercising the right, power or remedy. A single or partial
exercise of a right, power or remedy does not prevent another or further
exercise of that or another right, power or remedy. A waiver of a right,
power or remedy must be in writing and signed by the party giving the
waiver.
9.13 Relationship
Except where this Document expressly states otherwise, it does not create a
relationship of employment, trust, agency or partnership between the
parties.
9.14 Confidentiality
A party may only use confidential information of another party for the
purposes of this Document, and must keep the existence and the terms of
this Document and any confidential information of another party
confidential except where:
(a) the information is public knowledge (but not because of a breach of
this Document) or the party has independently created the information;
(b) disclosure is required by law or a regulatory body (including a
relevant stock exchange); or
(c) disclosure is made to a person who must know for the purposes of this
Document on the basis that the person keeps the information
confidential.
9.15 Announcements
A public announcement in connection with this Document or any transaction
contemplated by it must be agreed by the parties before it is made which
agreement will not be unreasonably withheld, except if required by law or a
regulatory body (including a relevant stock exchange), in which case the
party required to make an announcement must, to the extent practicable,
first consult with and take into account the reasonable requirements of
each other party.
9.16 Governing Law and Jurisdiction
This Document is governed by the law of New South Wales and each party
irrevocably and unconditionally submits to the non exclusive jurisdiction
of the courts of New South Wales.
Executed as an agreement in Queensland
EXECUTED by Ansett Resources & )
Industries Pty Limited (ACN 116 913 )
663) by or in the presence of its duly )
authorised officers in accordance with )
section 127 of the Corporations Act )
2001: )
)
)
)
s/s Xxxxx Xxxx )
---------------------------------------- )
Signature of Sole director/Sole
secretary
Xxxxx Xxxx
----------------------------------------
Name of Sole Director/Sole Secretary -
please print
EXECUTED by Legend International )
Holdings Inc by or in the presence of )
its duly authorised officers: )
)
)
)
S/S Xxxxx Xxx )
---------------------------------------- ) s/s Xxxxxx Xxxxxxx
Signature of director/secretary ) --------------------------------
) Signature of director
)
Xxxxx Xxx
---------------------------------------- Xxxxxx Xxxxxxx
Name of director/secretary - please --------------------------------
print Name of director - please print
