Belize Natural Energy Lto 11212003

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Belize Natural Energy Lto 11212003 BELIZE NATURAL ENERGY LTO 11212003 TABLE OF CONTENTS Article Page Definitions.................................................................................... 4 II Grant of Rights to Contract... .............................................................. 7 III Tern1................................................................................... 9 IV Relinquishment............................................................................... 10 V General Obligations ofthe Contractor..................................................... 11 VI Minimum Work and Expenditure Obligations.............. 13 VII Obligations ofthe Government........................................................ ..... 21 VIII Royalty/Production Payment ,. ... ... .. ... .... ... .. 21 IX Recovery of Petroleum Operations Expenditures Production Sharing................ 22 X Valuation and Measurement of Petroleum... 23 XI Marketing, Production (Royalty) Payment in Kind and Domestic Requirement... 24 XII Payment Procedure............................................ 26 XIII Surface Rentals.......... 26 XIV Natural Gas................................................................................. ... 27 XV Taxes......... 28 XVI Exemptions from Custom Duties..... 29 XVII Exchange and Currency Controls............................... 30 XVIII Title to Equipment............................................................... 30 <, XIX -- Government Participation................................................................... 30 XX Training and Employment. .. ... ... ... .. ..... .. ... ....... ....... ... .... ... ... .. .... ..... .. ... 31 XXI Purchases in Belize........................................................................... 32 XXII Unitization.................................................................................. 32 XXIII Danger to Persons, Property or Environment............................................. 33 XXIV Arbitration..................................................................................... 34 XXV Ten11ination............................................... 35 XXVI Books, Accounts and Audits, Records, Reports and Inspections.. 36 XXVIJ! Insurance and Indemnification.............................................................. 38 XXVIII Assignn1ent.................................................................... 39 - 1 ­ BELIZE NATURAL ENERGY LTD 1/2/2003 XXIX Law of the Agreement... .. 40 XXX Force Majeure........... 40 XXXI Entire Agreement and Amendments................... 40 XXXII Waiver...... 40 XXXIII Confidentially................................................................................ 41 XXXIV Notices... 41 Exhibit A Description ofcontract area..................... 42 Exhibit B Map of contract area... .. 43 Exhibit C Security - Guarantee.............................................. 44 Exhibit D Letter of Assurance............................................... 46 Signing pages................................................................................. 48 --~\" Annex-1 Commissioner's Bulletin (Income Tax) . - 2 ­ BELIZE NA rURAL ENERGY L TO 1/2/2003 PRODUCTION SHARING AGREEMENT ~ THIS AGREEMENT, made and entered into this L day of ~",-~v.:j,of2003, by and between the GOVERNMENT OF BELIZE, (hereinafter referred to as the "Government") acting through the Minister of Natural Resources, the Environment, Industry and Trade and BELIZE NATURAL ENERGY LTD., a corporation duly organized under the laws of BELIZE (hereinafter referred to as the "Contractor"). WHEREAS, the entire property in, and control over all Petroleum resources in or under the territory of Belize is vested in the Government on behalf of Belize; AND WHEREAS, no petroleum operations shall be conducted in Belize by any person other than the Government unless such person has entered into a contract in accordance with the Petroleum Act Chapter 225 Substantive Laws of Belize, Revised Edition 2000; AND WHEH..EAS, the Government wishes to promote the exploration for and production of the petroleum resources in and throughout the contract area, and the Contractor desires to join and assist the Government in accelerating the exploration for and production of the petroleum resources within the contract area; AND WHEREAS, the Contractor represents that it has the financial resources, technical competence and professional skills necessary to carry out the petroleum operations hereinafter described; AND WHEREAS, the Contractor is in agreement to the creation of Blocks - SA and 5B of which negotiations may lead to the award of Block 5 of otherwise; AND WHEREAS, the Contractor cognizance of the potential for land sterilization in Block SA and/or 5B agree(s) to the timely negotiations and development of petroleum operations in Blocks SA and/or 5B; AND WHEREAS, the Contractor understands that successful implementation of contractor's rights and obligations hereunder may involve cross-boundary and/or cross-border hydrocarbon deposits and concomitant Joint Development Agreement(s) (JDAs); AND WHEREAS, the Government and the Contractor agree that this Agreement is in compliance with all Belize statutes, regulations and laws which govern or regulate the exploration, development and production of petroleum in Belize; AND WHEREAS, the Government and the Contractor agree that this Agreement is bound by all Belize statutes, regulations and laws which govern or regulate the exploration, development and production of petroleum in Belize which are in effect at the time this Agreement was signed; AND WHEREAS, the Government and the Contractor agree that this Agreement was freely negotiated at arms length; AND WHEREAS, both the Government and the Contractor were represented by counsel with respect to the drafting and negotiation ofthis Agreement; AND WHEREAS, the Government and the Contractor agree that the geographic area covered under this Agreement is that of Blocks 5B, 18, and parts of 15 and 6 respectively, referenced by coordinates in exhibit A, attached hereto, and a map exhibit B, attached hereto; AND WHEREAS, the Government has accepted the application for Blocks 5B, 18, and parts of 15 and 6 respectively, made by Belize Natural Energy Ltd. and submitted to the Geology & Petroleum Department as a single area subject to an administrative fee of US$10,OOO); - 3 ­ BELIZE NATURAL ENERGY LTD 1/2/2003 AND WHEREAS, the award of Blocks 5B, 18, and parts of 15 and 6 respectively, is dependent on, infer alia, success of negotiation process and approval of project proposal (work programme) including applicable Environmental Studies; AND WHEREAS, the Government and Contractor agree in the event that Petroleum Block 5A becomes vacant and available for application(s), the Contractor shall be accorded first consideration to apply for Block A as an Amendment to the Block B Production Sharing Agreement (PSA). NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: ARTICLE I Definitions 1.1 In this Agreement, the following terms shall have the following meanmgs: 1.1.1 "affiliated company" means any entity directly or indirectly effectively controlling, or effectively controlled by, or under direct or indirect effective common control of, a specified entity. For the purposes of this definition, "control", when used with respect to any specified entity, means the power to direct, administer and dictate policies of such entity (it being understood and agreed that it is not necessary to own directly or indirectly fifty percent (50%) or more of such entity's voting securities to have effective control over such entity, but ownership, direct or indirect, of fifty percent (50%) or more of such entity's voting securities shall automatically indicate effective control), and the terms "controlling" and "controlled" have meanings corresponding to the foregoing; 1.1.2 "appraisal well" means a well drilled within the contract area, following a discovery, for the purpose of delineating the petroleum reservoir(s) to which the discovery relates in terms of thickness and lateral extent and estimating the quantity of recoverable petroleum therein; 1.1.3 "barrel" means a quantity or unit of crude oil equal to 158.9874 liters (forty-two (42) United States gallons) at a temperature of sixty (60) degrees Fahrenheit (15.56 degrees Centigrade) under one atmosphere of pressure; 1.1.4 "barrel equivalent" means one barrel of oil is equivalent to six thousand cubic feet of gas, equivalent to 1.64 Mega Watt Hours Electricity. 1.1.5 "calendar year" means a period of twelve (12) consecutive months, according to the Gregorian Calendar, starting with the 1st of January and ending with the 31st of December; 1.1.6 "calendar month" or "month" means any of the twelve (12) months ofthe calendar year; 1.1.7 "carried interest" means a commercial arrangement between Contractor and Government whereby, expenditures due from the Government in ajoint venture are initially met by Contractor. 1.1.8 "commercial discovery" means a discovery of petroleum which can be exploited commercially in accordance with accepted - 4 ­ BELIZE NATURAL ENERGY LTD 1/2/2003 practices in the international petroleum industry; I. I. 9 "continental shelf' means the part of the seabed and subsoil of the submarine areas adjacent to the coast of Belize, but outside the territorial waters, over which Belize is entitled by international law to exercise sovereign rights for the purposes of exploring and exploiting its natural resources; 1.1.10 "contract area" means a geographical area which is covered by the contract; and includes
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