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AMENDING AGREEMENT

DHAROOR VALLEY - PUNTLAND

THIS AMENDING AGREEMENT is dated for reference the 25th day of November, 2009

BETWEEN:

THE GOVERNMENT OF PUNTLAND, as represented by the

Puntland Petroleum and Mineral Agency, Garowe, Puntland

(“State”)

AND:

CANMEX HOLDINGS (BERMUDA) II LTD., a company

incorporated under the laws of Bermuda and having an office at

Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda

(and a wholly owned subsidiary of AFRICA OIL CORP. a

company incorporated under the laws of the Province of British

Columbia and having an office at Suite 2101, Vancouver, BC,

Canada, V6C 3E8)

(“Canmex”)

AND:

RANGE RESOURCES LTD., a company incorporated under the

laws of Victoria, Australia and having an office at Level 3, 1

Havelock Street, West Perth, WA, 6005, Australia

(“Range”)

WHEREAS:

A.

State, Canmex and Range (the “Parties”) are parties to a Production Sharing

Agreement (the “PSA”) dated January 17, 2007, relating to the exploration and development of

the Dharoor Valley Exploration Area;

B.

The Parties wish to amend certain provisions of the PSA and wish to enter into

this agreement (the “Agreement”) to confirm their agreement in respect of the amendments to

the PSA; and

THEREFORE in consideration of the mutual covenants and agreements in this Agreement, the

Parties hereto agree as follows:



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-21.



DEFINITIONS



Any capitalized terms not otherwise defined in this Agreement shall have the same meanings

ascribed to those terms in the PSA.

2.



INTERPRETATION



2.1



Governing Law



This Agreement, and any modification, will be governed and interpreted according to the Laws of

the Province of British Columbia and the federal laws of Canada applicable therein except the laws

that are inconsistent with this Agreement.

2.2



Severability



If any one or more of the provisions contained in this Agreement is found to be invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability of the remaining provisions

contained herein will not in any way be affected or impaired thereby.

2.3



Parties In Interest



This Agreement enures to the benefit of and is binding on the Parties hereto and their respective

successors and permitted assigns.

3.



AMENDMENTS TO PSA



3.1



Amendments



(a)



The fourth Preamble clause is deleted in its entirety and replaced with the following:



“WHEREAS, this Agreement replaces and supersedes the Puntland Contract of Work which

expired, in accordance with its terms, effective August 31, 2009; and”

(b)



Section 1.20 is deleted in its entirety and replaced with the following:



“1.20 "Effective Date" means January 17, 2007.”

(c)



Section 1.53 is deleted in its entirety and replaced with the following:



“1.53 “Puntland Contract of Work” means the Contract of Work entered into between the

STATE, Range Resources and Consort Private Limited dated April 2006 and which expired, in

accordance with its terms, effective August 31, 2009.”

(d)

The second paragraph of section 3.1 is amended by deleting the reference to “and the

Puntland Contract of Work”;



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-3(e)



(f)



Section 3.3.1 is amended by:

(i)



deleting the initial reference to “[REDACTED - TERMS CONSTITUTE

SENSITIVE BUSINESS INFORMATION]” and replacing it with “[REDACTED

- TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION]”; and



(ii)



deleting the subsequent reference to “[REDACTED - TERMS CONSTITUTE

SENSITIVE BUSINESS INFORMATION]” and replacing it with “[REDACTED

- TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION]”;



Section 3.3.2 is amended by deleting the reference to “[law]” and replacing it with “law”;



(g)

Section 4.5 is amended by deleting the reference to “Statement of Exploration activity”

and replacing it with “Statement of Expenditures”;

(h)



Section 5.1 is deleted in its entirety and replaced with the following:



“5.1



Mandatory Relinquishments



5.1.1 On or before [REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS

INFORMATION], the CONTRACTOR shall relinquish [REDACTED - TERMS CONSTITUTE

SENSITIVE BUSINESS INFORMATION] of the original Agreement Area.

5.1.2 On or before [REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS

INFORMATION], the CONTRACTOR shall relinquish [REDACTED - TERMS CONSTITUTE

SENSITIVE BUSINESS INFORMATION] of the original Agreement Area.

5.1.3 If the CONTRACTOR does not elect to enter into the Second Exploration Period or any

extension set forth in Article 3, then the CONTRACTOR shall relinquish [REDACTED TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION] not then converted to a

Development Area or (Areas) or for which approval for conversion to a Development Area is not

then pending.

5.1.4 At the end of the Second Exploration Period, including any extension thereof, the

CONTRACTOR shall relinquish [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION], not then converted to a Development Area or Development

Areas pursuant to this Agreement or for which approval for conversion to a Development Area is

not then pending.”

(i)



Section 5.3 is deleted in its entirety and replaced with the following:



“5.3.1 Other than in respect of the relinquishment provided for under section 5.1.1, the size and

shape of the relinquishments made under this Article shall be determined by mutual agreement.

5.3.2 Unless otherwise agreed, all areas to be relinquished shall, at a minimum, be contiguous

and reasonably accessible for, and capable of, further Exploration and Development by one or

more third parties. Any part of the Agreement Area shall be considered subject to

relinquishment, including any such part corresponding to a geological feature in which

Petroleum may be present or has been determined to be present after drilling a well, provided



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-4that notwithstanding the foregoing the CONTRACTOR shall not be obliged to relinquish any

part of the Agreement Area corresponding to a Development Area(s) or to the surface area of any

geological feature in which a Commercial Oil Well has been established, unless the time

provided for establishing a Commercial Discovery has expired pursuant to Article 3 of this

Agreement.”

(j)

Article 8 is amended by deleting the title “TITLE TO ASSETS” and replacing it with the

title “TITLE TO, AND ABANDONMENT AND DISPOSAL OF, ASSETS”;

(k)

Section 8.3 is amended by deleting the reference to “Petroleum Industry” and replacing it

with “international petroleum industry”;

(l)

Article 8 is further amended by adding the following sections immediately following

section 8.3:

“8.4 The CONTRACTOR shall not, except where there is danger to the safety and health of

human life or a risk of significant damage to the environment or a risk of significant economic

loss, abandon a well or withdraw casing, tubing or down-hole pumps or other down-hole

equipment therefrom or remove surface equipment used or useful in production therefrom, if

any, prior to giving the DEPARTMENT (a) [REDACTED - TERMS CONSTITUTE

SENSITIVE BUSINESS INFORMATION] written notice of such action with respect to a well

that is or has been producing within a Development Area and (b) [REDACTED - TERMS

CONSTITUTE SENSITIVE BUSINESS INFORMATION] written notice of such action with

respect to any other well.

8.5

The CONTRACTOR shall securely plug and clearly mark any well that it abandons in

accordance with generally accepted international petroleum industry practice to prevent

pollution, or damage to underground strata through the entry of water or otherwise.

8.6

The CONTRACTOR shall state in its notice of abandonment of a well whether the well

is capable of providing a fresh water supply and if required by the DEPARTMENT, the

CONTRACTOR shall complete such well and render it operational for producing water at its

own cost and expense.

8.7

Where the CONTRACTOR intends to permanently abandon an exploratory well in which

Petroleum of potentially commercial significance has not been found, the DEPARTMENT may

request the CONTRACTOR to deepen, sidetrack or test that well subject to the following

provisions:









Any such additional Petroleum Operations shall be at the sole cost, risk and

expense of the STATE and the STATE shall advance to the CONTRACTOR the

funds necessary to conduct the drilling operations;

The CONTRACTOR shall not be obligated to undertake such additional work if it

will materially interfere with the conduct of the CONTRACTOR’s Petroleum

Operations or if it is not technically or operationally feasible; and

The STATE shall keep the CONTRACTOR informed about such additional work

and in the event that the operations undertaken under this Article result in a



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-5discovery which the CONTRACTOR elects to evaluate and/or develop as a

Commercial Discovery, the CONTRACTOR shall reimburse the STATE

[REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS

INFORMATION] of the costs and expenses incurred by the STATE for the

conduct of the operations and such sum shall be paid within [REDACTED TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION] of such

election made by the CONTRACTOR. If the CONTRACTOR does not make

such election, the STATE may require the CONTRACTOR to surrender all its

rights over such discovery.

8.8

The CONTRACTOR shall, within [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] after termination or expiration of the Agreement or the surrender

of part of the Agreement Area, deliver to the DEPARTMENT in good repair and working order,

each well within the area covered by the termination, expiration, or surrender, then producing or

capable of producing Petroleum, together with all casing, tubing and surface or sub-surface

equipment used or useful in the conduct of producing operations, unless the DEPARTMENT

requires the CONTRACTOR to plug the well.

8.9

In the case of termination or expiration of this Agreement or the surrender of an area

within the Agreement Area pursuant to the terms hereof, if the area, or part thereof, subject to the

termination, expiry or surrender has been determined to be capable of production or is currently

producing or has previously produced Petroleum commercially, the CONTRACTOR shall

transfer at no cost to the STATE the plants, appliances and installations in the area subject to the

termination, expiry or surrender. The DEPARTMENT may decline the transfer and require the

CONTRACTOR to remove, in accordance with generally accepted international petroleum

practice, all or some of the plants, appliances and installation at no cost to the STATE.”

(m)



Section 9.1.1(a) is deleted in its entirety and replaced with the following:



“9.1.1(a)

The CONTRACTOR (for and on its own behalf and on behalf of Range

Resources) shall pay a fixed percentage tax ("fixed tax") equivalent to [REDACTED - TERMS

CONSTITUTE SENSITIVE BUSINESS INFORMATION] percent of all of its actual

Exploration Expenditures incurred and paid in conducting its Exploration Operations. This fixed

tax shall be paid quarterly, within [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] after the end of each Calendar Quarter in which the relevant

Exploration Expenditures are incurred and paid. Each quarterly payment will be adjusted for

over payments or shortfalls, if any, that were made in respect of the payment for the immediately

prior period. Such payments shall be made to the DEPARTMENT and shall be accompanied by

statements authenticated by the CONTRACTOR setting out the relevant Exploration

Expenditures in reasonable detail. Within [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] after its receipt of each payment, the DEPARTMENT shall

furnish to the CONTRACTOR an official receipt evidencing its receipt of the payment of such

tax.

Expatriate employees of the CONTRACTOR, its contractors and its subcontractors working in

Exploration Operations shall be exempt from all personal income taxes and similar taxes in

PUNTLAND during Exploration Operations on all income or reimbursements paid by the



{2814-004/01129157.DOC.}



-6CONTRACTOR, its contractors and subcontractors on all income from any sources outside or

inside of PUNTLAND.”

(n)

The following section is added as a new section 9.2.4(i), and the subsequent sections are

renumbered accordingly:

“9.2.4(i)

[REDACTED

TERMS

CONSTITUTE

SENSITIVE

BUSINESS

INFORMATION] United States Dollars [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] within [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] after the date of the CONTRACTOR providing written notice of

a Commercial Discovery of Oil to the DEPARTMENT in accordance with section 3.1.”

(o)

The third and fourth paragraphs of Article 10 are deleted in their entirety and replaced with

the following:

“All matters and notices shall be deemed to be validly served on the DEPARTMENT which are

delivered to the DEPARTMENT’s office in Basasso, or to such other government office or

agency that CONTRACTOR is notified of from time to time, during regular office hours or

which are sent to it, or to the other government office or agency that the CONTRACTOR is

notified of from time to time, by registered mail, fax, or telex.

Any changes in the address of the CONTRACTOR’S office shall be notified to the

DEPARTMENT at least ten (10) Days prior to the changing date and any change in the

individual empowered as General Manager shall be notified to the DEPARTMENT within ten

(10) Days of such changing date. Any changes in the address of the DEPARTMENT’s office or

to the address of the other government office or agency that the CONTRACTOR is notified of

from time to time, shall be notified to the CONTRACTOR at least ten (10) Days prior to the

changing date.”

(p)



Section 11.6 is deleted in its entirety and replaced with the following:



“11.6 The CONTRACTOR shall conduct Petroleum Operations in a safe and proper manner in

accordance with generally accepted methods in the international petroleum industry and shall not

cause damage to the general environment, including, inter alia, the surface, air, lakes, rivers,

marine life, animal life, plant life, crops, other natural resources and property, and shall forthwith

repair any damage caused to the extent reparable, and shall pay reasonable compensation for all

damage which is beyond repairs.

(q)

Article 11 is further amended by adding the following sections immediately following

section 11.6:

11.7 CONTRACTOR shall comply with the applicable laws, regulations, and directives

relating to the environment, to avoid the damages the Petroleum Operations may cause on the

human and natural environment. In the absence of applicable laws, the Contractor shall apply

environmental standards that are generally accepted in the international petroleum industry.

11.8 Without prejudice to the provisions of Article 11.6, the CONTRACTOR shall in

conducting its Petroleum Operations, pay strict attention to the prevention of pollution, the



{2814-004/01129157.DOC.}



-7treatment of wastes, the safeguarding of the natural environment, and the progressive

reclamation and rehabilitation of lands disturbed by the CONTRACTOR’S Petroleum

Operations.

11.9 The CONTRACTOR shall establish, and shall implement upon approval by the

DEPARTMENT, an active, continuing, and self monitoring Environmental Management

Program. CONTRACTOR shall ensure that all employees, subcontractors and the indigenous

community in the Agreement Area are fully aware of, and shall endeavor to ensure that they

assist in the implementation of, the CONTRACTOR’S environmental management program.

11.10 The CONTRACTOR shall bear all costs for clean-up, rehabilitation, and reclamation of

any and all environmental damage caused by the CONTRACTOR’S Petroleum Operations.

11.11 The CONTRACTOR shall submit to the DEPARTMENT bi-annual reports on the

implementation of the CONTRACTOR’S environmental management program.

11.12 In the event of any dispute arising relating to peoples occupying land in the Agreement

Area that is required for the CONTRACTOR’S Petroleum Operations, the CONTRACTOR shall

attempt to negotiate a compensation settlement with such occupants. If the CONTRACTOR is

not able to negotiate such a settlement on terms acceptable to the parties, the CONTRACTOR

and the DEPARTMENT shall meet to discuss and negotiate a resolution of the dispute on terms

acceptable to the CONTRACTOR and the DEPARTMENT (which shall be acting on behalf of

the peoples occupying the land).

11.13 In the event of a blowout, accident or other emergency, the CONTRACTOR shall take

immediate steps to bring the emergency situation under control and protect against loss of life

and property and prevent harm to natural resources and the general environment.

11.14 If the DEPARTMENT reasonably determines that certain of the CONTRACTOR’S

Petroleum Operations are threatening to endanger persons or property, or harm the natural

environment, or cause pollution, or harm animals, or cause irreparable damage to plant life, the

Minister may order the CONTRACTOR to discontinue Petroleum Operations at risk until such

time as the CONTRACTOR has taken remedial measures to eliminate the threat.

11.15 At least [REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS

INFORMATION] prior to the commencement of any seismic or drilling activity, the

CONTRACTOR will post a bond in cash with the DEPARTMENT, in a manner standard for

operations of this nature, in the amount of [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] in respect of seismic activity and [REDACTED - TERMS

CONSTITUTE SENSITIVE BUSINESS INFORMATION] in respect of drilling activity, which

bond will be repaid to the CONTRACTOR on completion of the reclamation, to the satisfaction

of the DEPARTMENT and the CONTRACTOR, acting reasonably, of the lands directly

impacted by the seismic or drilling activity. If such reclamation has not been completed to the

satisfaction of the DEPARTMENT within [REDACTED - TERMS CONSTITUTE SENSITIVE

BUSINESS INFORMATION] of the completion of the relevant activity, then the

DEPARTMENT may utilise the bond to complete the reclamation to a satisfactory standard.”



{2814-004/01129157.DOC.}



-8(r)

Section 18.1 is amended by deleting the reference to “(including the Puntland Contract of

Work to the extent that it is not inconsistent with this Agreement)”;

(s)

Article 26 is amended by deleting the title “LOCAL CONTRACTORS AND LOCALLY

MANUFACTURED MATERIALS” and replacing it with “SECURITY FORCES, LOCAL

CONTRACTORS AND LOCALLY MANUFACTURED MATERIALS”;

(t)

Article 26 is further amended by adding the following section immediately following

section 26.1.2

“26.2 The CONTRACTOR will be responsible for costs associated with the provision of

security for its Petroleum Operations and will make a contribution of logistical support (e.g. fuel

and tents) for such security. The procedure, total cost, and timing of payment of such costs will

be the subject of a security plan to be agreed upon between the CONTRACTOR and the

DEPARTMENT prior to the deployment of any security guards or soldiers for such security.”

(u)



Article 33 is deleted in its entirety and replaced with the following:

“ARTICLE 33

DEPARTMENTAL APPROVAL



33.1 This Agreement, signed by the DEPARTMENT, Canmex and Range Resources, is

binding upon the Parties hereto as a consequence of the issuance by the Representative Council

of the STATE, on December 23, 2006, of a declaration approving this Agreement and giving the

provisions of this Agreement, including the Annexes, full force and effect of law

notwithstanding any countervailing DEPARTMENT enactment.”

(v)

Annex “C” is amended by deleting section “v” in its entirety and replacing it with the

following:

“v.



Drilling as follows:



1.



[REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION]



2.



[REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION]”



(w)

Section 10(C)(5) of Annex D is amended by deleting the reference to “sub-paragraph 6B”

and replacing it with “sub-paragraph 5B”; and

(x)



The following is added as a new Article to Annex D:

“ARTICLE V

AUDIT REQUIREMENTS



{2814-004/01129157.DOC.}



-9The DEPARTMENT, consistent with Clause 4.5 of this Agreement, shall have a period of

[REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION] from the

receipt of any Statement of Expenditures in which to audit and raise objections to any such

statement. Supporting documents and accounts will be available to the DEPARTMENT during

the [REDACTED - TERMS CONSTITUTE SENSITIVE BUSINESS INFORMATION] period.

Any exception raised by the DEPARTMENT should be provided to the CONTRACTOR in

writing. Should written exceptions occur, the CONTRACTOR and the DEPARTMENT shall

confer with each other in a timely manner and attempt to reach a settlement on any required

adjustments as a result of such audit. For the avoidance of doubt, the Parties here state their

intention that, consistent with the accepted accounting practices generally used in the

international petroleum industry each suspended cost that subsequently becomes an approved

cost or rejected cost (whether by settlement or by arbitration under the Agreement) shall not

again be subject to audit under the Agreement.”

4



PRODUCTION SHARING AGREEMENT



4.1



No Further Amendment



Other than as amended herein, all terms of the Production Sharing Agreement between the

Parties remain in full force and effect.

5.



EFFECTIVE DATE



This Agreement shall be effective on the date (the “Effective Date”) that the terms of this

Agreement are ratified and approved by the Government of Puntland, as evidenced by a signed

and stamped declaration of approval issued by the Office of the Speaker of the Puntland State of

Somalia or a similar official confirmation that the Agreement has been ratified and approved by

the Government of Puntland.



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- 10 6.



COUNTERPARTS



This Agreement may be signed in several counterparts and by facsimile transmission, each of

which so executed will be deemed to be an original and such counterparts together will constitute

one and the same agreement.

IN WITNESS WHEREOF the Parties hereto have executed and delivered this Amending

Agreement.

GOVERNMENT OF PUNTLAND / DEPARTMENT OF MINERALS AND PETROLEUM



Authorized Signatory

CANMEX HOLDINGS (BERMUDA) II LIMITED



Authorized Signatory

RANGE RESOURCES LIMITED



Authorized Signatory



{2814-004/01129157.DOC.}