Share Sale Deed

relating to shares in Cypress Petroleum Pty Ltd.

Details

Date October 14, 2020

Parties

NameCompany NumberShort form nameNotice details	TAG Oil Ltd.[Redacted due to confidentiality]Vendor[Redacted due to confidentiality]
Name	Luco Energy Pty Ltd.
ACN	[Redacted due to confidentiality]
Short form name	Purchaser
Notice details	[Redacted due to confidentiality]
Name	Cypress Petroleum Pty Ltd.
ABN	[Redacted due to confidentiality]
Short form name	Company
Notice details	[Redacted due to confidentiality]

Background

A The Sale Shares are legally owned by the Vendor.
B The Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares on the terms and conditions set out in this deed.

Agreed terms

1. Defined terms & interpretation

1.1 Defined terms

In this deed:

Accounting Standards means the Australian Accounting Standards, but if and to the extent that any matter is not covered by Australian Accounting Standards, means generally accepted accounting principles applied in Australia for a company similar to the Company.

Accounts means the unaudited balance sheet of the Company as at the Accounts Date and the unaudited profit and loss statement of the Company for the year ending on the Accounts Date as attached to this deed at Schedule 5.

Accounts Date means 30 June 2020.

Announcement has the meaning given to that term in clause 7.3.

Appointed Representative means in the case of Vendor, Toby Pierce and in the case of Purchaser, David Lukas.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given to that term by sections 10 to 17 of the Corporations Act.

Assets means all of the assets owned or used by the Company in connection with the Business, including the Petroleum Titles, infrastructure, vehicles, equipment, technical data and the PL17 Facilities.

Business means the businesses carried on by the Company as at the date of this deed, including the business of oil and gas exploration and production.

Business Day means:

(a) for receiving a notice under clause 10, 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, Australia or Vancouver, British Columbia, Canada.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this deed.

Claim Notice has the meaning given to that term in clause 5.12.

Completion means the completion of the sale and purchase of the Vendor's Sale Shares in accordance with this deed.

Completion Date means [Redacted due to confidentiality], or as agreed in writing by the Parties, provided that either Party may extend the date one time for a [Redacted due to confidentiality] period if the matters set out in either clause 4.2(a)(iii) or 4.2(a)(iv) have not been completed and the applicable Party continues to pursue such matter in good faith, acting reasonably, and there is no indication that such matter will not be received.

Conditions means the completion deliveries set out in clause 4.2, 4.3 and 4.4 and Condition means any one of them.

Confidential Information means:

(a) all information of or used by the Company relating to its transactions, operations and affairs;
(b) all other information treated by the Company as confidential;
(c) all notes, data, reports and other records (whether or not in tangible form) based on, incorporating or derived from information referred to in paragraphs (a) or (b) of this definition; and
(d) all copies (whether or not in tangible form) of the information, notes, reports and records referred to in paragraphs (a), (b) or (c) of this definition,

that is not public knowledge (otherwise than as a result of a breach of a confidentiality obligation of a party).

Consequential Loss means any Loss which does not flow directly, naturally or in the usual course of things from a breach, whether or not that Loss was in the reasonable contemplation of the parties when this Deed was entered into.

Consideration comprises the Purchase Price less the Royalty Consideration and the execution of an instrument creating the Royalty.

Corporations Act means the Corporations Act 2001 (Cth).

Deposit means [Redacted due to confidentiality].

Deposit Interest means all interest actually earned on the Deposit while held by the Escrow Agent pursuant to the Escrow Agreement.

Due Diligence Material means the information and documents contained in the Electronic Data Room and made available to the Purchaser or its Representatives by the Vendor before the date of this deed.

Electronic Data Room means the contents of the data room located at [Redacted due to confidentiality] and hosted by Pillar Four Capital LLP.

Environmental Authorisation means any authorisation, approval, permit, licence or authority required by any Environmental Law.

Environmental Law means a law regulating or otherwise relating to the environment, including land use, planning, pollution of the atmosphere, water or land waste, the storage and handling of chemicals, or any other aspect of protection of the environment.

Escrow Agent means McCullough Robertson Lawyers [Redacted due to confidentiality].

Escrow Agreement means that certain escrow agreement of even date with this Deed among the Purchaser, Vendor and the Escrow Agent.

Escrow Release Direction means a direction substantially in the form set forth in the Escrow Agreement.

Execution Date means the date that the last Party executed this Deed.

Governmental Authority includes any governmental, semi-governmental, municipal or statutory authority, instrumentality, organisation, body or delegate (including any town planning or development authority, public utility, environmental, building, health, safety or other body or authority) having jurisdiction, authority or power over or in respect of the Company, the Business, the Purchaser or the Vendors.

GST exclusive consideration has the meaning given in clause 8.2.

Indebtedness includes:

(a) borrowings or any other indebtedness by way of overdraft, debt or any other financing from any bank, financial institution or other entity or person;
(b) indebtedness arising under any bond, note, loan stock, debenture, commercial paper, letter of credit or any other similar instrument;
(c) indebtedness under any hire purchase deed or finance lease; and
(d) all unpaid accrued interest on any borrowings or indebtedness,

Law means Commonwealth and State legislation including regulations, by laws, and other subordinate legislation and guidelines, and common law and equity, which applies to any matter or thing arising under, or affected by, this Agreement;

Liabilities includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever description.

Loss means, in relation to any person, damage, loss, cost, expense or Liability incurred by the person, however arising (including contractual, tortious, legal, equitable or pursuant to statute).

Notice has the meaning given to that term in clause 11.1.

Petroleum Titles means the following Queensland permits:

(a) PL 17;
(b) ATP 2037; and
(c) ATP 2038.

PL17 Facilities means the infrastructure, assets, equipment and vehicle/s owned by the Company for the purpose of supporting the work on the Petroleum Titles.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register established under the PPSA.

Purchase Price means AUD$2,550,000.00 less any deduction or withholding required by Law.

Purchaser Constitution means the constitution of the Purchaser as at the date of this deed.

Purchaser Share means ordinary shares in the capital of the Purchaser.

Records means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers of every description and other material regardless of their form or medium and whether coming into existence before, on or after the date of this deed, of the Company including certificates of registration, minute books, statutory books and registers, books of account, Tax returns, title deeds and other documents of title, customer lists, price lists, computer programs and software, and trading and financial records.

Related Body Corporate has the meaning given to that term in the Corporations Act, and Related Bodies Corporate has a corresponding meaning.

Representatives means, in relation to a person or entity, its officers, employees, contractors, agents, advisers or financiers.

Royalty means a 3% gross overriding royalty over all liquids produced from PL17, ATP2037 and ATP2038 for the life of those assets.

Royalty Consideration means fifty thousand Australian dollars ($50,000).

Royalty Deed means the royalty deed as set out in Schedule 5 providing for the Royalty.

Sale Shares means all of the shares in the capital of the Company as set out in Schedule 1, together with the ordinary shares to be issued to the Vendor as provided in clause 4.2(a)(v).

Security Interest means a 'security interest' as defined in the PPSA.

Subject Claim means a Claim by the Purchaser against the Vendor arising as a direct result of a breach of a Warranty, breach of any provision of this deed or the entry into this deed by the Purchaser.

Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition.

Tax Authority means any government, semi-government, administrative, municipal, statutory, fiscal or judicial body, department, commission, authority, tribunal, agency, entity or person responsible for the collection of any Tax or administration of any law with respect to or imposing any Tax.

Tax Costs means the costs and expenses incurred by the Company (or by the Purchaser in relation to the Company) to the extent that these are attributable to any liability for Tax for which the Purchaser is indemnified under this deed.

Tax Demand means an assessment, notice, amended assessment, demand or other document issued by or taken by or on behalf of any Tax Authority against the Company whether before or after the date of this deed as a result of which the Company is liable to make a payment for Tax.

Tax Warranty means the Warranties set out in Warranty 18 of Schedule 2.

Third Party means any person or entity (including Government Authority) other than:

(a) a party to this deed;
(b) the Company; or
(c) any Related Body Corporate of the Purchaser.

Transaction means the sale and purchase of the Sale Shares under this deed and all other related transactions referred to in, or contemplated by, this deed.

Transaction Document means each of:

(a) this deed;
(b) Share Transfers; and
(c) Royalty Deed.

Vendor Specified Executive means Toby Pierce.

Warranties means each of the representations and warranties given under clause 5 and set out in Schedule 2.

1.2 Interpretation

In this deed, 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 deed, and a reference to this deed 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 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 deed, 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) any deed, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term), except the Vendors, binds them jointly and severally;
(m) any deed, representation, warranty or indemnity by two or more Vendors binds, and is given by, them severally in their Respective Proportions;
(n) any deed, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
(o) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this deed or any part of it;
(p) 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; and
(q) a fact, matter or circumstance is 'fairly disclosed' if sufficient and accurate information relating to the fact, matter or circumstance is contained in the Due Diligence Material so as to enable a reasonable person to identify or ascertain the nature, scope and significance of the fact, matter or circumstance from such information contained in the Due Diligence Material.

1.3 Headings

Headings are for ease of reference only and do not affect interpretation.

2. Sale and purchase

2.1 Agreement to sell and purchase

The Vendor, as registered holder of the Sale Shares, agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Vendor, the Sale Shares:

(a) for the Consideration;
(b) free from any Security Interests; and
(c) subject to the terms and conditions of this deed.

2.2 Title and risk

Title to the Sale Shares (and property and risk in them):

(a) remains solely with the Vendor until Completion; and
(b) subject to the provisions of this deed, will pass from the Vendor to the Purchaser with effect on and from Completion.

2.3 Deposit

Concurrent with the signing of this deed, the Purchaser shall deliver the Deposit to the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and this Agreement. If Completion occurs, the Deposit and any Deposit Interest shall be applied towards satisfaction of the Purchase Price (and Purchaser and Vendor shall accordingly at Completion provide the Escrow Agent with an Escrow Release Direction jointly instructing the Escrow Agent to pay the Deposit and any Deposit Interest to the Vendor). If this deed is terminated pursuant to clause 2.6(a) as a result of the Purchaser not satisfying its obligations under clause 4.4, the Purchaser and Vendor shall within three (3) Business Days after such termination provide the Escrow Agent with an Escrow Release Direction jointly instructing the Escrow Agent to pay the Deposit and any Deposit Interest to the Vendor. If this deed is terminated pursuant to clause 2.6(b) as a result of the Vendor or the Company not satisfying its obligations under clause 4.2 or 4.3, respectively, the Purchaser and Vendor shall within three (3) Business Days after such termination provide the Escrow Agent with an Escrow Release Direction jointly instructing the Escrow Agent to pay the Deposit and any Deposit Interest to the Purchaser.

2.4 Waiver of Conditions

A Condition may only be waived in writing by each party entitled to the benefit of that Condition and will be effective only to the extent specifically set out in that waiver.

2.5 Conduct of the parties

Each party must use all reasonable efforts within its own capacity to ensure that each Condition is satisfied as soon as reasonably practicable but in any event before 5.00pm on the Completion Date.

2.6 Failure of Condition

(a) If the Vendor has complied with its obligations under clause 2.5, this deed may be terminated by the Appointed Representative of the Vendor giving notice in writing to the Purchaser if one or more Conditions in clause 4.4 are not satisfied or waived by the Vendor by 5.00pm on the Completion Date.
(b) If the Purchaser has complied with its obligations under clause 2.5, this deed may be terminated by the Appointed Representative of the Purchaser giving notice in writing to the Vendor if one or more Conditions in clauses 4.2 or 4.3 are not satisfied or waived by the Purchaser by 5.00pm on the Completion Date.

2.7 Effect of termination

On termination of this deed under clause 2.6:

(a) this clause 2.7 and clauses 1, 7, 8, 10 and 12 continue to apply;
(b) accrued rights and remedies of a party are not affected; and
(c) subject to clauses 2.7(a) and 2.7(b), the parties are released from further performing their obligations under this deed other than under clauses 7, 8, 10 and 12 and this clause 2.7.

2.8 Notice of satisfaction

If a party becomes aware:

(a) that a Condition has been satisfied; or
(b) of any facts, circumstances or matters that may result in a Condition not being or becoming incapable of being satisfied,

that party must promptly notify each other party accordingly. If requested by a party, each party must keep the other parties promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions.

3. Obligations before Completion

3.1 Continuity of business

Until Completion, the Company must carry on the Business in the ordinary and usual course and at arm's length consistent with its usual business practices and must not make any significant change to the nature or scale of any activity comprised in the Business.

3.2 Restricted conduct

The Company must not:

(a) allot or issue any shares or any securities or loan capital convertible into shares, or purchase, buyback, redeem, retire or acquire any such shares or securities;
(b) reduce its share capital;
(c) dispose, or agree to dispose, of any of its assets (including, in the case of the Company, the Assets), other than the disposal of items typically held in inventory or stock in the ordinary course of business as at the date of this deed consistent with past practice;
(d) sell, dispose, offer for sale, transfer, grant an option over, assign or grant or allow to exist any other right (including any Security Interest or Permitted Security Interest) in relation to, any of its assets (including, in the case of the Company, the Assets);
(e) acquire, or agree to acquire any legal, beneficial or economic interest in:
- (i) any securities of any other entity; or
(ii) the business or the assets of any other entity or person (in whole or in part), other than the acquisition of items typically held in inventory or stock in the ordinary course of business as at the date of this document consistent with past practice;
(f) pay a dividend or make any other distribution of its profits or repay any shareholder loans or advances;
(g) other than in the ordinary course of its business and consistent with past practice, enter into a new capital commitment, or incur any other capital expenditure, where:
- (i) the value of that commitment expenditure is more than [Redacted due to confidentiality]; or
- (ii) the value of that commitment or expenditure, when aggregated with the value of all such commitments or expenditures occurring on or after the date of this deed, exceeds [Redacted due to confidentiality];
(h) enter into any new contract which:
- (i) is not on arm's length market terms;
- (ii) is a property lease, or other contract, which is reasonably likely to require the Company to incur rent, operating expenditure or other overhead costs exceeding [Redacted due to confidentiality] over the term of contract or lease (other than the acquisition of items typically held in inventory or stock by in the ordinary course of business as at the date of this document consistent with past practice);
(i) employ or offer to employ any person;
(j) cancel (or enter into any deed to cancel) any indebtedness for money owed to it, or waive any Claim or right;
(k) enter into, or agree to enter into, any joint venture, partnership or similar arrangement;
(l) change the terms of employment (including remuneration or other benefits) of any employee in any material respect;
(m) pay, or agree to pay, any benefits (including any termination benefits) that are conditional on Completion (as applicable) or provide or agree to provide a bonus, gratuitous payment or benefit to any employee or any of his or her dependents,
(n) enter into or vary any transaction, deed or arrangement (including a contract of employment or consultancy deed) with any director or other officer of the Company, other than as contemplated under this deed;
(o) or does not fail to, do anything as a result of which any of the Warranties are breached;
(p) alter the provisions of its constitution;
(q) agree to do any of the matters listed above.

3.3 Vendor's obligations

The Vendor must exercise all its rights as the sole shareholder of the Company to procure that the Company complies with its obligations under clauses 3.1 or 3.2.

3.4 Exceptions

Nothing in this clause 3 prevents any action to the extent:

(a) contemplated or required by this deed;
(b) required by law or any Governmental Authority;
(c) the action is a reasonable response to misconduct of an employee; or
(d) agreed to in writing between the Company and the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

3.5 Indemnity

The Vendor indemnifies, and agrees to reimburse and compensate the Purchaser on demand for, any Loss suffered or incurred by the Purchaser as a result of a breach by the Vendor of clause 3.3.

3.6 Termination by the Purchaser

The Purchaser may terminate this deed at any time before Completion by giving written notice to the Vendor if, between the date of this deed and Completion, there is a breach of clauses 3.1 or 3.2.

3.7 Access to Records and information

The Company must provide the Purchaser and its Representatives with:

(a) full and free access to the Records and the employees of the Company;
(b) all other information that the Purchaser reasonably requests,

at all reasonable times before Completion to enable the Purchaser to become familiar with the Business and the affairs of the Company and to ensure an orderly change of control of the Company.

3.8 Purchaser's obligations

The Purchaser may only exercise its right of access under clause 3.7 to the extent the access will not, in the reasonable opinion of the Company:

(a) unreasonably interfere with the conduct of the Business or the activities and operations of the Company and its employees;
(b) breach any obligations (including obligations of confidentiality) that the Vendor or the Company owes to any third party or under any law or regulation; or
(c) compromise or result in a risk of damage to the protection of legal professional privilege in relation to any of the Records,

and the Purchaser agrees to comply with the Company's reasonable requirements and directions in relation to the access. Any exercise of the right of access under clause 3.7 by the Purchaser or any of its Representatives is at the risk of the Purchaser.

3.9 Right to copy and consult

Without limiting clause 3.7, the Purchaser may:

(a) make copies of material examined; and
(b) with the prior consent of the Company (which consent may not be unreasonably withheld, conditioned or delayed), consult with any other officer, employee, agent, representative customer, contractor or professional adviser of the Company.

4. Completion

4.1 Time and place

Completion will take place at 11:00am on the Completion Date by way of electronic means or another time and place agreed by the Parties.

4.2 Obligations of the Vendor

At or before Completion:

(a) the Vendor must:
- (i) deliver to the Purchaser duly executed and completed transfer/s in favour of the Purchaser of the Sale Shares in registrable form (except for the impression of stamp duty or other taxes of a similar nature) together with the relevant share certificates (if any) or, if share certificate/s are unavailable to be delivered, an

indemnity in relation to the share certificate/s in a form acceptable to the Purchaser;

(ii) produce to the Purchaser any power of attorney or other authority under which the transfers of the Sale Shares are executed (if any);
(iii) deliver to the Purchaser copies of conditional listing approval of the TSX Venture Exchange in respect of the Transaction;
(iv) deliver to the Purchaser evidence of the variation issued by the Australian Taxation Office confirming no withholding in respect of the Purchase Price is required;
(v) deliver to the Purchaser evidence of the conversion of [Redacted due to confidentiality] of Indebtedness owed to the Vendor into ordinary shares of the Company and the forgiveness by the Vendor of any other Indebtedness owed by the Company to the Vendor;
(vi) deliver to the Purchaser all Records in the possession or control of the Vendors (other than those which the Vendors are entitled to retain under clause 4.6) by leaving them at the places at the properties at which they are usually located in the normal course of operations of the Business;
(vii) deliver to the Purchaser a USB or a DVD containing the Due Diligence Materials;
(viii) deliver to the Purchaser the common seal (if any) of the Company; and
(ix) deliver to the Purchaser the ASIC corporate key for the Company.

4.3 Obligations of the Company

At or before Completion, the Company must:

(a) cause the board of directors of the Company to resolve, subject to and with effect from Completion:
- (i) that the transfers of the Sale Shares (subject only to the payment of stamp duty or other taxes of a similar nature on the transfers) be approved and registered;
- (ii) to cancel any share certificate in the name of the Vendor in relation to the Sale Shares;
- (iii) to issue and deliver to the Purchaser a certificate(s) in the name of the Purchaser in relation to the Sale Shares; and
- (iv) that ASIC be notified of the transfer of the Sale Shares and the change of officeholders of the Company (as directed by the Purchaser) effected by Completion; and
(b) deliver to the Purchaser:
- (i) a copy of the resolutions of the board of directors of the Company pursuant to which the directors of the Company resolve each of the matters contemplated in clause 4.3(a); and
- (ii) a copy of the unaudited balance sheet of the Company as at the Completion Date and such other documentation or information as is reasonably requested by the Purchaser.

4.4 Obligations of the Purchaser

(a) Pay the Purchase Price to the Vendor in immediately available funds without reduction or set-off, except any deduction or withholding required by Law, by direct deposit to the bank account nominated by the Vendor.
(b) At or before Completion, the Purchaser must provide:
- (i) an executed copy of the Royalty Deed to the Vendor and Company; and
- (ii) counterparts of all documents that:
  - (A) the Vendor is required to deliver under clause 4.2; and

(B) the Company is required to deliver under clause 4.3,

to which the Purchaser is a party or which otherwise contemplates execution by the Purchaser, duly executed by the Purchaser and such other documentation or information as is reasonably requested by the Vendor.

(c) After Completion, the Purchaser must do all things necessary or desirable to engage with and update the Department of Natural Resources, Mines and Energy in relation to the transaction contemplated by this document.

4.5 Simultaneous actions at Completion

In respect of Completion:

(a) the obligations of the Parties under this deed are interdependent; and
(b) all actions required to be performed will be taken to have occurred simultaneously on the Completion Date.

4.6 Records

(a) The Vendor may retain after Completion (as applicable) copies of any Records and to the extent not retained, the Purchaser must at all reasonable times, upon the Vendor giving reasonable notice, grant to the Vendor or its Representatives access to the Records and the right to take copies of the Records (at the Vendor's cost):
- (i) that are, or are reasonably likely to be, relevant to any investigation by a Governmental Authority or any litigation that is actual, pending or threatened at Completion or relates to the period prior to Completion;
- (ii) for the purpose of dealing with the accounting, Tax, financial or insurance affairs of the Vendor or any related body corporate of the Vendor;
- (iii) necessary for the Vendor or any related body corporate of the Vendor to comply with any applicable law (including any applicable Tax law) and for the purpose of assisting the Vendor to prepare Tax or other returns, accounts or other financial statements required of the Vendor or any related body corporate of the Vendor by law or any other regulatory requirements of any Governmental Authority; or
- (iv) reasonably required for the purpose of the Vendor complying with their obligations or exercising their rights under this deed.
(b) The Purchaser must ensure that all Records in respect of the period ending on the Completion Date are preserved and accessible until the later of:
- (i) 7 years from the Completion Date; and
- (ii) any date required by any applicable law.

5. Warranties by the Vendor

5.1 Warranties

The Vendor represents and warrants to the Purchaser that the Warranties are, in respect of itself and the Sale Shares, true and accurate at the date of this deed and, except for any Warranty stated to be given as at a different date or time, will be true and accurate on the Completion Date.

5.2 Application of the Warranties

Each of the Warranties:

(a) remains in full force and effect after Completion; and
(b) is separate and independent and is not limited by reference to any other Warranty.

5.3 Qualifications

The Warranties are given subject to and qualified by, and the Purchaser is not entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached if and to the extent that the fact, matter or circumstance:

(a) is fairly disclosed in:
- (i) any of the Transaction Documents;
- (ii) the Due Diligence Materials; or
- (iii) any information available, on or before 1 September 2020, on the PPSR or on public registers maintained by any of the Federal court of Australia, the High Court of Australia, the Supreme Court of any state or territory of Australia, and ASIC;
(b) is within the actual knowledge of [Redacted due to confidentiality] at the date of this deed;
(c) where the Claim is as a result of any legislation not in force at the date of this deed, including legislation which takes effect retrospectively;
(d) where the Claim is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this deed; or
(e) anything arising from any change after the date of this Agreement (or, in the case of any applicable law in respect of the policies and procedures to be used in the preparation of the Accounts or in respect of any change in any Tax, after the date of this Agreement) in any applicable law or in its interpretation or in any administrative practice or ruling of a Government Authority (whether or not with any retrospective effect).

5.4 No reliance

(a) The Purchaser acknowledges, and represents and warrants to the Vendor, that:
- (i) at no time have:
  - (A) the Vendor or any person on their behalf made or given; or
  - (B) the Purchaser relied on,

any representation, warranty, promise or undertaking in respect of the future financial performance or prospects of the Company or otherwise (including in connection with any financial analysis or modelling conducted by the Purchaser or any of their Representatives) except those expressly set out in this deed (including in the Warranties);

(ii) it has entered into this deed after satisfactory inspection and investigation of the affairs of the Company, including a reasonable review of all the Due Diligence Materials; and
(iii) it has made, and it relies upon, its own reasonable searches, enquiries and evaluations in respect of the Business (including in connection with any financial analysis or modelling conducted by the Purchaser or any of its Representatives), except to the extent expressly set out in this deed (including in the Warranties).
(b) The parties acknowledge that the Vendor is not under any obligation to provide the Purchaser or its advisers with any information (including financial information) on the future performance or prospects of the Company other than as required elsewhere in this deed. If the Purchaser has received opinions, estimates, projections, business plans, budget information or forecasts in connection with the Company (including in connection with any financial analysis or modelling conducted by the Purchaser or any of its Representatives), the Purchaser acknowledges and agrees that:
- (i) there are uncertainties inherent in attempting to make these opinions, estimates, projections, business plans, budgets and forecasts;
- (ii) the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all opinions, estimates, projections, business plans, budgets and forecasts furnished to it; and

(iii) the Vendor is not liable under any Claim arising out of any opinions, estimates, projections, business plans, budgets or forecasts in connection with the Company.

5.5 Inducement

The Vendor acknowledges that it has given certain Warranties to the Purchaser with the intention of inducing the Purchaser to enter into this deed and that the Purchaser has entered into this deed on the basis of, and in reliance on, the Warranties given by the Vendor.

5.6 Indemnity

Subject to the terms of this deed, the Vendor indemnifies the Purchaser against, and agrees to reimburse and compensate the Purchaser on demand for, any Loss suffered or incurred by the Purchaser as a result of a breach of the Warranties.

5.7 Consequential Loss

Notwithstanding any other provision in this deed, the Vendor will not, in any circumstances, be liable to the Purchaser or any other person for any Consequential Loss, or for punitive or exemplary damages in relation to this deed or any transaction contemplated by this deed.

5.8 Financial limits on Claims

(a) The Vendor has no Liability in relation to a Subject Claim:

(i) unless the amount finally agreed or adjudicated to be payable in respect of the Subject Claim is [Redacted due to confidentiality] or more; and
(ii) unless and until the aggregate of all such Subject Claims exceeds [Redacted due to confidentiality], in which event the Vendor will only have Liability for, and the Purchaser may make a Claim in respect of, that part of such amount which exceeds [Redacted due to confidentiality]).
(b) For the purposes of this clause 5.8, Subject Claims of the same or similar nature and arising out of the same or similar facts, matters and circumstances will be treated as one Subject Claim but otherwise Subject Claims will be treated as separate Subject Claims.

5.9 Time limits on Claims

The Vendor has no Liability in relation to a Subject Claim unless:

(a) the Purchaser has given written notice of the Subject Claim to the Vendor in accordance with clause 5.12 on or before the date being:
- (i) [Redacted due to confidentiality] after the Completion Date in the case of a Subject Claim in respect of a breach of a Tax Warranty; or
- (ii) [Redacted due to confidentiality] after the Completion Date in all other cases; and
(b) the Subject Claim:
- (i) has been settled; or
- (ii) legal proceedings in a court of competent jurisdiction in respect of the Subject Claim have been properly issued and served on the Vendor within 6 months of the Subject Claim being notified by the Purchaser to the Vendor under clause 5.12.

5.10 Other limits on Claims

The liability of the Vendor in respect of any Subject Claim is reduced or extinguished (as the case may be) to the extent that:

(a) the Subject Claim has arisen as a result of or in consequence of any voluntary act, omission, transaction or arrangement:
- (i) at the direction, or with the prior written approval, of the Purchaser or, after Completion, the Company; or
- (ii) of or on behalf of the Purchaser or, after Completion, the Company;
(b) the Subject Claim would not have arisen if the Purchaser had complied with any provision of this deed;
(c) the Purchaser has ceased to own shares in the Company;
(d) the relevant event, matter, circumstance or Liability to which the Subject Claim relates would not have arisen but for the Purchaser or, after Completion, the Company admitting liability in respect thereof without the prior written consent of the Vendor;
(e) the Purchaser cannot recover against the Vendor in respect of a Claim to the extent that the subject of a Claim is made good or is compensated for without cost to the Purchaser;
(f) the Purchaser cannot recover against the Vendor in respect of a Claim for any amount of GST which the Purchaser or the Company recovers from the recipient of a supply or for which an input tax credit is available to the Purchaser or the Company;
(g) the Purchaser cannot recover against the Vendor in respect of a Claim for any amount which the Purchaser has received in respect of an insurance claim for the damage or loss giving rise to the Claim; or
(h) the Purchaser cannot recover any amount from the Vendor in respect of a Claim to the extent that the Purchaser has already recovered any part of that amount pursuant to an action against a party other than the Vendor (other than a claim on an insurance policy). The Purchaser has no obligation to pursue an action against such a third party prior to making any Claim against the Vendor.

5.11 Maximum aggregate liability for Claims

The maximum aggregate liability of the Vendor (including legal costs and expenses incurred in defending a Claim from a third party) as a result of Subject Claims is limited to an amount equal to [Redacted due to confidentiality].

5.12 Notice of potential Claim

If the Purchaser becomes aware of anything which is or may be reasonably likely to give rise to a Subject Claim it must notify the Vendor in writing as soon as reasonably practicable and in any event, within [Redacted due to confidentiality] after it has first come to the Purchaser's attention (Claim Notice), setting out the fact, matter or thing relied on as giving rise to the Subject Claim, the Warranty that is the subject of the Subject Claim (if applicable) and all relevant details of the Subject Claim in so far as they are available to the Purchaser.

5.13 Statutory actions

To the extent permitted by law, the Purchaser agrees not to make, and waives any right it may have to make, any Claim against the Vendor under:

(a) Part 7.10 of the Corporations Act;
(b) the Australian Securities and Investments Commission Act 2001 (Cth) in relation to a breach of section 12DA of that Act; and
(c) the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or the corresponding provision of any state or territory enactment,

and indemnifies the Vendor against all Liabilities incurred in connection with any such Claim.

5.14 Remedies of the Purchaser

Despite any other provision of this deed, the sole remedy of the Purchaser for a breach of Warranty is damages (and the Purchaser is the only person entitled to make a Claim for breach of Warranty) and in no event is the Purchaser entitled to terminate this deed as a consequence of a breach of Warranty.

5.15 Independent limitations

Each qualification and limitation in this clause 5 is to be construed independently of the others and is not limited by any other qualification or limitation.

5.16 No limitations for fraud

None of the limitations on Claims in this clause 5 apply in the case of any Claim where such Claim arises out of, or in connection with, the fraud of the Company, or any director, officer, employee or agent of the Company.

5.17 Related bodies corporate of the Purchaser

The Purchaser must procure that each of its Related Bodies Corporate act in a manner consistent with this clause 5.

5.18 Awareness

Where a Warranty is given 'to the best of the Vendors' knowledge', or 'as far as the Vendors are aware' or with a similar qualification as to the Vendors' awareness or knowledge, the Vendor will be deemed to know or be aware of a particular fact, matter or circumstance if the Vendor's Specified Executive has actual knowledge of that fact, matter or circumstance on the date of this deed, having made reasonable enquiries of his or her direct reports.

6. Representations

6.1 Representations

(a) The Purchaser represents and warrants to the Vendor that each of the following statements is true and accurate at the date of this deed and will be true and accurate on the Completion Date:
- (i) it is validly existing under the laws of its place of incorporation or registration;
- (ii) it has the power to enter into and perform its obligations under this deed and to carry out the transactions contemplated by this deed;
- (iii) it has taken all necessary action to authorise its entry into and performance of this deed and to carry out the transactions contemplated by this deed; and
- (iv) its obligations under this deed are valid and binding and enforceable against it in accordance with their terms.
- (v) no meeting has been convened, resolution proposed, petition presented or order made for its winding up;
- (vi) no receiver, receiver and manager, provisional liquidator, liquidator, administrator or other officer of the court has been appointed in relation to all or any of its assets;
- (vii) no mortgagee has taken, attempted to take or indicated an intention to exercise its rights under any security of which it is the mortgagor or chargor;
- (viii) it is in compliance in all material respects with its obligations under applicable laws; and
- (ix) it is not aware of any fact, matter or circumstance which will, or is reasonably likely to, give rise to a Subject Claim.

6.2 Application of representations

Each of the representations made by the Purchaser under clause 6.1 remains in full force and effect on and after Completion.

7. Confidentiality and publicity

7.1 Confidentiality

Each Party:

(a) must keep confidential any confidential information of each other Party and all Confidential Information disclosed to that Party by or on behalf of another Party, or of which that Party becomes aware (whether before or after the date of this deed);
(b) may only use confidential information of another Party or Confidential Information for the purposes of this deed; and
(c) may disclose any confidential information in respect of which a Party has an obligation of confidentiality under clause 7.1(a) only:
- (i) to those of a Party's officers or employees or advisers who:
  - (A) have a need to know for the purposes of this deed and the transactions contemplated by it; and
  - (B) undertake to each Party a corresponding obligation of confidentiality to that undertaken by a Party under this clause 7.1;
- (ii) if required to do so by law; or
- (iii) with the prior written approval of each other Party.

7.2 Confidential Information

The provisions of clause 7.1 apply:

(a) with respect to Confidential Information:
- (i) until Completion; or
- (ii) for a period of [Redacted due to confidentiality] after termination of this deed,

whichever first occurs; and

(b) until that information is public knowledge (otherwise than as a result of a breach of confidentiality by a Party or any of its permitted disclosees).

7.3 Announcements

A party must not make or authorise a press release or public announcement relating to the negotiations of the parties or the subject matter or provisions of this deed (Announcement) unless:

(a) it is required to be made by law and before it is made that party has used reasonable commercial efforts to:
- (i) notify the other party; and
- (ii) give the Purchaser and the Vendor a reasonable opportunity to comment on the contents of, and the requirement for, the Announcement; or
(b) it has the prior written approval of the other party.

7.4 Appointment

Each of the Purchase and the Vendor appoints the applicable Appointed Representative to act as its duly authorised representative with authority to approve on behalf of such party all Announcements under clause 7.3.

8. GST

8.1 Interpretation

In this clause 8, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

8.2 GST gross up

If a party makes a supply under or in connection with this deed in respect of which GST is payable, the consideration for the supply but for the application of this clause 8.2 (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.

8.3 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 8.2.

9. Benefits held on trust

9.1 Vendor

The Vendor holds the benefit of each indemnity, promise and obligation in this deed that benefits it, any of its Associates or Representatives or any Representatives of its Associates on its own behalf and on trust for each of those persons.

9.2 Purchaser

The Purchaser holds the benefit of each indemnity, promise and obligation in this deed that benefits it, any of its Associates or Representatives or any Representatives of its Associates on its own behalf and on trust for each of those persons.

10. Resolution of disputes

10.1 Dispute Resolution Process

(a) Except where a time limitation is stated, and subject to the terms of this deed, a party may give a Dispute Notice to the other parties at any time.
(b) A Dispute Notice must:
- (i) describe the nature of the Dispute; and
- (ii) nominate a Representative of the party who is authorised to negotiate and settle the Dispute on the party's behalf.
(c) Each other party must within [Redacted due to confidentiality] after receipt of a Dispute Notice nominate in writing to the other parties a Representative authorised to negotiate and settle the Dispute on its behalf.
(d) The nominated Representatives must negotiate in good faith with a view to resolving the Dispute within [Redacted due to confidentiality] after the receipt of the Dispute Notice (or such longer period as those Representatives agree), failing which the Dispute may, if the Dispute relates to the calculation of the Royalty or any component of it or a matter arising out of an conducted in accordance with this deed, be immediately referred by a party by notice to Expert determination under this deed.

10.2 Expert determination

Where a Dispute is permitted or required by this deed to be determined by an Expert, or the parties agree that a Dispute should be determined by an Expert, the following provisions apply:

(a) the reference to the Expert is made in accordance with, and subject to, the Resolution Institute Expert Determination Rules;
(b) the Expert determination must be conducted by a person or body agreed to by the parties or failing agreement within [Redacted due to confidentiality] by the person or body nominated by the Resolution Institute; and
(c) in making a determination:
- (i) the Expert must act in that capacity and not as an arbitrator;
(ii) the Expert's finding is final and binding upon the parties in the absence of manifest error;
(iii) the Expert must determine which party or parties should bear the costs of any such determination and in what proportion. In making this decision, the Expert must consider the degree to which he or she considers such party was unreasonable in failing to agree to the matter; and
(iv) the Expert may employ consultants to assist the Expert to carry out his or her duties.

10.3 Parties to continue to perform

Prior to resolution of the Dispute, the parties must continue to perform their respective obligations under this deed including all pre-existing obligations the subject of the Dispute, except only to the extent that lack of resolution of the Dispute prevents such performance.

10.4 Condition precedent to Litigation

A party must not commence proceedings in any court in respect of a Dispute:

(a) that this deed requires to be referred to an Expert; or
(b) in all other cases, unless a Dispute Notice has been given and the Representatives do not resolve the Dispute within [Redacted due to confidentiality] after the receipt of the Dispute Notice (or such longer period as those Representatives agree).

Nothing in this clause prevents a party from commencing proceedings in any court where proceedings are required to obtain urgent interlocutory relief.

11. Notices and other communications

11.1 Service of notices

A notice, demand, consent, approval or communication under this deed (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, facsimile or email to the recipient's address for Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

11.2 Effective on receipt

A Notice given in accordance with clause 11.1 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, the second Business Days after the date of posting (or the seventh Business Day after the date of posting if posted to or from a place outside Australia); and
(c) if sent by email, when sent by the sender unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee,

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.

12. Miscellaneous

12.1 Alterations

This deed may be altered only in writing signed by each party.

12.2 Approvals and consents

Except where this deed expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this deed.

12.3 Assignment

A party may only assign this deed or a right under this deed with the prior written consent of each other party.

12.4 Costs

Each party must pay its own costs of negotiating, preparing and executing this deed.

12.5 Stamp duty

Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this deed or any transaction contemplated by this deed, must be paid by the Purchaser.

12.6 Survival

Any indemnity or any obligation of confidence under this deed is independent and survives termination of this deed. Any other term by its nature intended to survive termination of this deed survives termination of this deed.

12.7 Counterparts

This deed may be executed in counterparts. All executed counterparts constitute one document.

12.8 No merger

The rights and obligations of the parties under this deed do not merge on completion of any transaction contemplated by this deed.

12.9 Entire deed

This deed together with the other Transaction Documents constitutes the entire deed between the parties in connection with its subject matter and supersedes all previous deeds or understandings between the parties in connection with its subject matter.

12.10 Further action

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this deed and any transactions contemplated by it.

12.11 Severability

A term or part of a term of this deed that is illegal or unenforceable may be severed from this deed and the remaining terms or parts of the term of this deed continue in force.

12.12 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.

12.13 Relationship

Except where this deed expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.

12.14 Governing law and jurisdiction

This deed is governed by the law of Queensland and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.

12.15 Cleared funds

All payments under this deed must be paid:

(a) by bank cheque;
(b) telegraphic transfer to an account or accounts nominated in writing by the party to whom the payment is due at least 2 Business Days prior to the date of payment; or

Schedule 1 – Company details

1. Details of the Company

Name	Cypress Petroleum Pty Ltd.
ACN	[Redacted due to confidentiality]
Registered office	[Redacted due to confidentiality]
Date of registration	[Redacted due to confidentiality]
Share capital	[Redacted due to confidentiality]
Directors	[Redacted due to confidentiality]
Secretary	[Redacted due to confidentiality]

Schedule 2 – Warranties

Warranty 1 - Vendors

1.1 The Vendor is accurately described in the Details section of this deed.
1.2 As the Vendor is a company:
- (a) the Vendor's entry into, and performance of, this deed has been properly authorised by all necessary corporate action of the Vendor;
- (b) the Vendor is validly existing under the laws of its place of incorporation or registration and in good standing; and
- (c) the Vendor has full corporate power to own its properties, assets and businesses and to carry on the businesses it conducts.
1.3 The execution, delivery and performance of this deed by the Vendor complies with:
- (a) each law, regulation, authorisation, ruling, judgment, order or decree of any Governmental Authority;
- (b) the Vendor's constitutional documents; and
- (c) any Security Interest or document,

in each case which is binding on the Vendor in relation to the Sale Shares.

1.4 This deed constitutes a valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms.
1.5 The sale of the Sale Shares under this deed will not:
- (a) impose any new Security Interest on the Vendor; or
- (b) put the Vendor in breach of any obligation or deed to which it is bound.
1.6 As the Vendor is a company:
- (a) no meeting has been convened, resolution proposed, petition presented or order made for the winding up of the Vendor;
- (b) no receiver, receiver and manager, provisional liquidator, liquidator or other officer of the Court has been appointed in relation to all or any material assets of the Vendor; or
- (c) no mortgagee has taken, attempted or indicated an intention to exercise its rights under any security of which the Vendor is the mortgagor or chargor.

Warranty 2- Share capital and corporate information

2.1 The share capital of the Company set out in Schedule 1:
- (a) comprises the entire share capital of the Company; and
- (b) is fully paid.
2.2 The Vendor:
- (a) is the legal owner of the Sale Shares set out against its name in Schedule 1;
- (b) has complete power and right to sell those shares to the Purchaser; and
- (c) is able to sell and transfer its Sale Shares to the Purchaser without the consent of any other person, except for the TSX Venture Exchange.
2.3 There is no option, right to acquire or Security Interest over or affecting the Sale Shares or any of them.
2.4 Upon Completion, the Purchaser will acquire a valid title to the Vendor's Sale Shares free from any Security Interest.

2.5 No person or entity has any right or option to subscribe for or otherwise to acquire any further shares or other equity, debt or hybrid securities in the Company (including under any incentive scheme).

Warranty 3 - Authority

3.1 The Company has the full power and lawful authority to execute and deliver this deed and to observe and perform, or cause to be observed or performed, all of its obligations in and under this deed without breaching, or causing the breach of, any applicable laws.
3.2 The execution, delivery and performance of this deed by the Company:
- (a) has been duly and validly authorised by all necessary corporate action on behalf of the Company; and
- (b) complies with:
  - (i) each law, regulation, authorisation, ruling, judgment, order or decree of any Governmental Authority;
  - (ii) the Company's constitution; and
  - (iii) any Security Interest or document,

which is binding on the Company.

Warranty 4 – Company

4.1 Schedule 1 sets out accurate and complete details of the Company.
4.2 The Company:
- (a) is duly incorporated and validly exists under the law of its place of incorporation;
- (b) has the power to own its assets and carry on it business as it is now being conducted; and
- (c) is duly registered and authorised to do business in those jurisdictions which, by the nature of its business and assets, makes registration or authorisation necessary.
4.3 All securities in the capital of the Company have been validly allotted and issued and no securities of the Company have been allotted, issued or transferred in breach of any:
- (a) pre-emptive or similar rights of any person; or
- (b) contract binding on the Company.
4.4 All securities in the capital of the Company are fully paid and no money is owing in respect of any of them.
4.5 The Company:
- (a) is the legal and beneficial owner of the Assets free and clear of all Security Interests,
- (b) has complete power and right to sell the Assets; and
- (c) is able to sell and transfer the Assets without the consent of any other person.
4.6 As far as the Vendor is aware:
- (a) the Assets are in good condition and repair, and fit for the purposes of carrying on the business conducted there;
- (b) the Company holds all Petroleum Titles and authorisations from the local government or other Governmental Authority which are currently required for the conduct of the business at the PL17 Facilities and in relation to exploration activities over the Petroleum Titles;
- (c) there is no material breach of the conditions of any licence relating to the PL17 Facilities, or any prosecution or action taken or threatened to cancel, suspend, revoke or impose restrictions or conditions on any such licence.

Warranty 5 - Contracts

5.1 Every contract, instrument or other commitment to which the Company is a party is valid and binding according to its terms and, as far as the Vendor is aware, no party to any such commitment or contract is in material default under the terms of that commitment or contract.
5.2 There are no claims made but unpaid under any existing or previous insurance policies held by a Company, and, as far as the Vendor is aware, no threatened or pending claims, and there are no events or circumstances which may give rise to any such claim.

Warranty 6 - Liabilities

6.1 There are no:
- (a) financing arrangements entered into by or on behalf of the Company for the borrowing of money;
- (b) guarantees given by the Company, or to which the Company is otherwise subject;
- (c) Third Party interests over the assets or undertaking of the Company, or its business or securities; or
- (d) intercompany loans involving the Company.
6.2 No sum is owing by the Company to the Vendor or to any company or person related to the Vendor.
6.3 Other than as disclosed in writing to the Purchaser before the execution of this deed, there are no outstanding commitments of the Company for capital expenditure.

Warranty 7 – Assets

7.1 The Company holds the Assets free from any Security Interests.
7.2 All assets that are necessary to enable the Company to properly conduct the Business as the Business has been conducted prior to the date of this deed are:
- (a) legally and beneficially owned by the Company and fully paid or a right to use the assets is held by the Company;
- (b) in the possession of the Company;
- (c) free of all Security Interests or Third Party rights (and, in particular, no such assets are the subject of any hire purchase deed or credit purchase deed or any deed for payment of deferred terms).
7.3 The Vendor is not aware of any claims for the existence of native title or any claim to native title or any Aboriginal site to which the Aboriginal Heritage Acts apply or may apply, may have on the exercise of rights under the Petroleum Titles.
7.4 Other than disclosed in the Due Diligence Materials, the Vendor is not aware of:
- (a) the Company having obtained or being a party to land access deeds required to be obtained or entered into by the Company to access land underlying the areas covered by the Petroleum Titles for the purposes of the Company being able to exercise the rights it has under the Petroleum Titles;
- (a) any event, fact or circumstance that would prevent a Company obtaining any land access deed it requires in order to be able to exercise the rights it has under the Petroleum Titles;
- (b) where a Company has entered into any land access deed referred to in paragraph (a) above, no event has occurred and no fact or circumstance exists which with the giving of notice or lapse of time, or both, would cause the Company to be in breach of any such land access deed.

Warranty 8 - Petroleum Titles

8.1 The legal and beneficial ownership of the interests in the Petroleum Titles is accurately described in Schedule 4.
8.2 As far as the Vendor is aware, the Petroleum Titles are in good standing in terms of the relevant legislation and are not liable to cancellation or forfeiture or non-renewal for any reason.
8.3 As far as the Vendors are aware, the Company's interest in the Petroleum Titles is free of all Third Party interests and no other person holds any rights to undertake any activities on the Petroleum Titles or to access the Petroleum Titles (otherwise disclosed to the Purchaser in writing prior to the date of this deed).
8.4 As far as the Vendors are aware, all payments due in respect of the Petroleum Titles have been paid in full.
8.5 As far as the Vendors are aware, all conditions relating to the Petroleum Titles have been complied with in all material respects.
8.6 As far as the Vendors are aware, there are no actual or threatened inspections or investigations or any alleged violations concerning the Petroleum Titles and no proceedings, actions or claims are pending impugning the title, validity or enforceability of any of the Petroleum Titles.
8.7 All Environmental Authorisations, necessary to operate the Petroleum Titles:
- (a) have been obtained;
- (b) are in full force and effect;
- (c) have always been complied with in all regards; and
- (d) are not being appealed by any person.

Warranty 9 - Accounts

9.1 The Accounts are true, accurate and complete in all material respects and not misleading in any material respect.
9.2 Having regard to the purposes for which they have been prepared:
- (a) the balance sheet contained in the Accounts shows with reasonable accuracy the financial position and the assets and liabilities of the Company as at the Accounts Date;
- (b) the profit and loss statement contained in the Accounts shows with reasonable accuracy the financial performance, income, expenses and results of the operations of the Company for the period ending on the Accounts Date;
- (c) the Accounts have been prepared with a reasonable level of care and attention (having regard to their status and purpose) and in accordance with applicable law and the Accounting Standards;
- (d) the Accounts include and make full provision for all liabilities, including related party and taxation liabilities, of which the Company is aware of as at the Accounts Date.

Warranty 10 - Period after Accounts Date

10.1 Since the Accounts Date:
- (a) the Business has been conducted in all material respects in the ordinary and usual course of business and in a proper and efficient manner, other than the transactions contemplated by this deed;
- (b) there has been no event which has had, or to the best of the Vendor's knowledge is reasonably likely to have, a material adverse effect on the Assets or the financial condition or profitability of the Business.

Warranty 11 - Property and environmental

11.1 Other than the relevant interest in the Petroleum Titles, the Company has no interests in land or real property.

Warranty 12 - Insolvency

12.1 No event of insolvency has occurred in relation to the Company nor is there any act which has occurred or any omission made which may result in an event of insolvency occurring in relation to the Company.

Warranty 13 - Litigation

13.1 To the best of the Vendors' knowledge, neither the Vendor, nor the Company, nor the directors of the Company, are:
- (a) the subject of any investigation or audit by any Tax Authority of any country or state nor is any such investigation or audit pending or threatened; or
- (b) involved in any litigation, arbitration or administrative proceeding relating to claims or amounts relating to the Company nor is any such litigation, arbitration or administrative proceeding pending or threatened.

Warranty 14 - Compliance with laws and deeds

14.1 The Company and its directors, are not in material breach of any provision of any relevant laws or contract or deed to which the Company is party.
14.2 All environmental Liabilities relating to or arising in connection with the Petroleum Titles or the Business have been clearly and fairly disclosed in writing to the Purchaser before the date of this deed.
14.3 The terms of this deed do not conflict with or result in a breach of any obligation (including, without limitation, any statutory, contractual or fiduciary obligation) or constitute or result in any default under any material provision of any deed, deed, writ, order, injunction, judgment, law, rule or regulation to which the Company is a party to or subject or by which it is bound.

Warranty 15 - Records

15.1 All Records:
- (a) have been fully, properly and accurately kept on a reasonably consistent basis and completed in accordance with reasonably proper business and accounting practices and all applicable statutes;
- (b) have not had any material records or information removed from them;
- (c) do not contain or reflect any material inaccuracies or discrepancies;
- (d) give and reflect a true and fair view of the trading transactions, or the financial and contractual position of the Company and of its assets and Liabilities; and
- (e) are in the possession of the Company.

Warranty 16 - Employees and consultants

16.1 At Completion, no claim or obligations exist or will exist in relation to any existing, proposed or previous directors, managers, officers, employees, agents, consultants or contractors of the Company.

Warranty 17 - Information and Due Diligence Material

17.1 To the best of the Vendor's knowledge all information concerning the Company which might reasonably be regarded as material to a purchaser's determination of the value of the Sale Shares has been disclosed to the Purchaser and is true and accurate in all material respects.
17.2 The Due Diligence Material has been collated and prepared in good faith, and the Vendors are not aware of any information contained in the Due Diligence Material that is false or misleading in any material respect (including by omission). Other than where the Vendors have indicated to the Purchaser that it is withholding particular information from disclosure to the Purchaser on the basis that it is commercially sensitive to the Company. The Vendors have not intentionally withheld information from disclosure to the Purchaser which could reasonably be expected to be material to the Purchaser in its evaluation of the Group and the merits of the Transaction.

Warranty 18 - Tax

Compliance with Tax law

18.1 The Company has complied with all material obligations imposed on the Company by any Tax law or as requested by any Governmental Authority.

Records

18.2 The Company has maintained proper and adequate records to enable it to comply in all material respects with its obligations to:
- (a) prepare and submit any information, notices, computations, returns and payments required in respect of any Tax law;
- (b) prepare any accounts necessary for compliance with any Tax law;
- (c) support any position taken by the Company; and
- (d) retain necessary records as required by any Tax law.
18.3 Such records are accurate in all material respects.

Public Officer

18.4 The office of public officer for the Company as required under any Tax law has always been occupied.

Schedule 3 - Petroleum Titles and Petroleum Titles

Details regarding the ownership interests in the Petroleum Titles and Petroleum Titles is set out below.

Permit	Holder	Interest
PL 17	Cypress Petroleum Limited	100%
ATP 2037	Cypress Petroleum Limited	100%
ATP 2038	Cypress Petroleum Limited	100%

Schedule 4 - Accounts

[Redacted due to confidentiality]

Schedule 5 – Royalty Deed

See attached.

Signing page

EXECUTED as a deed.

Executed by TAG Oil Ltd. [Redacted due to confidentiality] in accordance with its Notice of Articles*:*

[Redacted due to confidentiality]	[Redacted due to confidentiality]
Director	Director/ Company Secretary

[Redacted due to confidentiality]	[Redacted due to confidentiality]

Executed by Luco Energy Pty Ltd. [Redacted due to confidentiality] in accordance with section 127 of the Corporations Act 2001 (Cth):

[Redacted due to confidentiality]
Director/ Company Secretary
[Redacted due to confidentiality]
Name of director(BLOCK LETTERS)