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Example Minerals Exploration Joint Venture Agreements

The Example Minerals Exploration Joint Venture Agreements cover all normal basic provisions required for an Unincorporated Exploration Joint Venture for any mineral in any State or Territory of Australia. There are two versions available: 10.01, a stand alone Three Party version with a separate Manager, and 10.02, a Two Party version with Farmin provisions. The Examples are essentially identical apart from the farmin provisions, which apply where a new party is farming in to a tenement(s) previously held by a single party and they agree to form a joint venture on completion of the farm-in. There are also Example Alternative & Optional Clauses (10.03) which are tailored to fit the Example Agreements.
 
Ref# Document Version
10.01 Example Minerals Exploration Joint Venture Agreement - Three Party 2
10.02 Example Minerals Exploration Joint Venture Agreement - Two Party with Farm-in Provisions 2
10.03 Example Minerals Exploration Joint Venture Agreement - Alternative & Optional Clauses 2
PF 01 Pro Forma PPSA Financing Statement - MMEJVA & MMJVA ED
GN Guidance Note - Joint Venture Securities & Pro Forma PPSA Financing Statements 1

 

Legislative Changes:
Version 2 takes into account the Competition and Consumer Act 2010 (Cth), which came into force on 1 January 2011. It does not take into account the Personal Property Securities Act 2009 (Cth) which came into effect on 30 January, 2012.

Example Mining Joint Venture Agreements

The Example Mining Joint Venture Agreements cover all normal basic provisions where an unincorporated joint venture progresses from the Exploration stage through Development to the Mining, Treatment of Minerals, and Rehabilitation and Mine Closure. Associated documents include a full Accounting Procedure, Deed of Cross Security and the Financier's Deed of Covenant. The EMJVA is based on the Example Minerals Exploration Joint Venture Agreement but has significantly more developed provisions. It may be used for any Mineral (with suitable adaption) under the law of any State or internal Territory of Australia. There are also Example Alternative & Optional Clauses, which are tailored to fit the basic Example.
 
Ref# Document Version
11.01 Example Mining Joint Venture Agreement 2
11.02 Example Mining Joint Venture Agreement - Alternative and Optional Clauses 2
PF 01 Pro Forma PPSA Financing Statement - EMEJVA & EMJVA ED
GN Guidance Note - Joint Venture Securities & Pro Forma PPSA Financing Statements 1

 

Legislative Changes:
The Mining JVA takes into account the Competition and Consumer Act 2010 (Cth) which came into effect on 1 January 2011, and which continues ss. 44ZZRO and 44ZZRP of the Trade Practices Amendment (Cartel Conduct & Other Measures) Act 2009 , which came into effect on 24 July 2009. The existing Approved Version has some basic clauses which address the issues raised by this legislation.

Example Farm-In & Farm-Out Agreements & Examples Deeds of Assignment and Assumption

The Example Farm-in Agreement (Minerals) is intended to be used as a stand alone agreement in conjunction with the Minerals Exploration JVA - Two Party with Farmin Provisions . It assumes that the Owner owns 100% of the Tenements and is farming out all or part of the area of the Tenements. To earn its interest in the Tenements, the Acquirer is paying all of the exploration costs, and (possibly) refunding past Expenditure, during the Earning Period.
The Example Farmout Agreements, in Single Party and Multi-Party versions, are agreements which are intended to be used in conjunction with the Minerals Exploration JVA - Three Party . They assume that there is an existing Joint Venture Agreement covering all of the Tenements and one (or more) of the Joint Venturers is farming out all or part of its Joint Venture Interest. To earn its interest in the Joint Venture, the Acquirer is funding the Owner’s costs during the Earning Period and (possibly) refunding past Expenditure, including the Tenements.
In the Multi-Party version, there is provision for a change in the Managership of the Joint Venture. The Farmout Agreement can also be used as the basis for a Notice of Offer for pre-emption purposes under the Joint Venture Agreement.
There are also Example Alternative and Optional Clauses which are tailored to fit seamlessly into a basic Example, that can be used as additional or alternative clauses with each Example, as appropriate.
These Example Agreements are drafted as ancillary documents to the Mining JVAs . They can be used with minimal amendment with an Oil & Gas Joint Operating Agreement.
The Example Deeds of Assignment and Assumption effect the formal transfer of a Joint Venture Interest under a Farmin or Farmout Agreement, once the interest is earned or sold. The Example Deeds are intended to be used in conjunction with, and as a scheduled annexure to, the appropriate AMPLA Example Farm-in or Farmout Agreement (Minerals). The Deed may also be used in conjunction with a Sale Agreement of a Joint Venture Interest, with appropriate modifications. These Example Deeds can be used with minimal amendment with an Oil & Gas Farmin or Farmout Agreement.

 
Ref# Document Version
12.01 Example Farm-in Agreements (Minerals) 2
12.02 Example Farmout Agreement (Minerals) (Multi-party) 2
12.03 Example Farmout Agreement (Minerals) (Single Party) 2
12.04 Example Farm-in and Farmout Agreements (Minerals) Optional Clauses 1
12.11 Example Deed of Assignment and Assumption (Multi-party) 1
12.12 Example Deed of Assignment and Assumption (Single Party) 1

Example Cross Charge - Cross Security (Mining / Petroleum)

The Example Deed of Cross Security mutually secures and supports project development obligations of joint venturers under a JVA. Its associated Example Financier’s Deed of Covenant establishes the priorities between the joint venturers and third parties in default situations. These Examples are drafted as ancillary documents to the Example Mining JVA. They can be used with minimal amendment with the Example Petroleum JOA and a Conversion Note showing how this can be done simply, has been added to the Explanatory Note.
 
Ref# Document Version
13.03 Example Cross Security 3
13.04 Example Financier’s Deed of Covenant 1
13.05 Pro Forma PPSA Financing Statement - Cross Security 2
GN Guidance Note - Joint Venture Securities & Pro Forma PPSA Financing Statements 1

 

Legislative Changes:
These Examples are to be used for transactions following the introduction of the Personal Property Securities Act 2009 (Cth) (PPSA) .

Example Mining Services

This Example Mining Services Contract is intended for use in non-complex mining projects principally for surface mining operations, and can be adapted for selected surface and deep underground mining. The pro forma schedules of the Example are included by way of example only. In any particular matter, a party may have its own preferred clauses, schedules or forms which can be inserted.
There are also Example Optional , Alternative and Special Coal & Iron Ore Clauses which may be used with the Example Mining Services Contract and are tailored to fit seamlessly into the basic Example. There is also a Pre-Contract Assessment document tool for identifying and allocating key Factors and Risks associated with negotiating a Mining Services contract prepared by a leading Australian mining engineer.
The Example Mining Services Contract may be used under the law of any State or internal Territory of Australia. There is also a Pro Forma PPSA Financing Statement available for use in registering to protect security interests created by a Example Mining Services Contract.
 

Ref# Document Version
14.01 Example Mining Services Contract 4
14.02 Example Mining Services Contract - Alternative Clauses 2
14.03 Example Mining Services Contract Version 2 - Coal & Iron Clauses 2
14.04 Example Mining Services Contract Version 2 - Optional Clauses 2
14.05 Example Mining Services Contract - Pre Contract Assessment 1
14.06 Pro Forma PPSA Financing Statement - Example Mining Services Contract ED


 

Example Mining Services Contract Spanish Version (en Espagñol)

AMPLA and the Section on Energy, Environment, Natural Resources and Infrastructure Law (SEERIL) of the International Bar Association have released the Spanish version of the AMPLA Example Mining Services Contract together with a Spanish version of the Alternative, Optional and Special Coal and Iron Ore Clauses which may be used with the Example Mining Services Contract (collectively the Spanish Version). The Example Contract is used for the provision of mining services in non-complex mining projects principally for surface mining operations, and can be adapted for selected surface and deep underground mining. It includes proforma schedules by way of example only. In any particular matter, a party may have its own preferred clauses, schedules or forms which can be inserted.

The Spanish Version is a translation of the English version of the Example Contract and associated clauses but it has not been modified to take account of any legal requirements in any Spanish speaking civil law jurisdiction.

 
Ref# Document Version
15.01 Example Mining Services Contract (Spanish version) 2
15.02 Example Mining Services Contract (Spanish Version)– Alternative Clauses 2
15.03 Example Mining Services Contract (Spanish Version)– Optional Clauses 2
15.04 Example Mining Services Contract (Spanish version) – Coal and Iron Clauses 2

 

Example Minerals Sales Agreements

The Example Mineral Sales Agreements are intended for use in non-complex upstream wholesale non-precious mineral Products sale and purchase or supply contracts or for export between a single Seller and a single Buyer. They are principally framed for mineral sales delivered by sea, and cover all types of sale arrangements contemplated by Incoterms® 2010. Specific Sale Options are provided separately in clauses 5 to 8 for FOB, CFR, CIF, FAS and DAP Shipments. .
There are also 130 Alternative and Optional Clauses covering in particular a range of sales, pricing, specifications, shipping, weight determination, sampling , analysis and assaying provisions for different minerals which allow the basic Example to be adapted to a wide range of mineral trades.
The Examples may be used in any State or Territory of Australia or other countries whether signatories to the Vienna Convention on the International Sale of Goods (1980) or not.

 
Ref# Document Version
17.01 Example Mineral Sales Agreement 1
17.02 Example Mineral Sales Agreement - FOB Sales Option 1
17.03 Example Mineral Sales Agreement - CFR Sales Option 1
17.04 Example Mineral Sales Agreement - CIF Sales Option 1
17.05 Example Mineral Sales Agreement - FAS Sales Option 1
17.07 Example Mineral Sales Agreement - DAP Sales Option 1
17.08 Example Mineral Sales Agreement - Ex Mine Sales Option 1
17.10 Example Mineral Sales Agreement - Alternative & Optional Clauses 1
17.30 Example Mineral Sales Agreement - Short Form ED

 

Legislative Changes:
The Vienna Convention on the International Sale of Goods (1980) is excluded from the basic Model, as is the common law relating to the appropriation for sale of unascertained goods. Depending on the passing of property clause adopted in a particular agreement, a user may need to consider the Personal Property Securities Act 2009 (Cth) or similar legislation.

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Example Minerals Royalties

The Example Framework Minerals Royalty Deed can be used (with suitable adaption) for any Mineral under the law of any State or Territory of Australia. It is a Framework Deed which can be modified by the insertion of specific additional clauses set out at the end of the Example to produce a deed suitable for various types of minerals royalty, such as a net smelter return royalty, a net profits interest, a gross revenue royalty, a fixed royalty, royalty in kind, an FOB royalty on export iron ore, and so on, over all types of minerals.

There is also a Example Framework Minerals Royalty Deed - Farmout / Sale Version which can be used in conjunction with a Minerals Tenement Farmin, Farmout or Sale Agreement. Example Optional and Alternative Clauses, which are tailored to fit seamlessly into the basic Example , are also available for use in conjunction with the Example Framework Minerals Royalty Deed.

 
Ref# Document Version
18.01 Example Framework Minerals Royalty Deed 2
18.02 Example Framework Minerals Royalty Deed - Farmout / Sale Version 1
18.03 Example Framework Minerals Royalty Deed - Example Alternative and Optional Clauses 1
18.04 Example Charge to Secure Minerals Royalty 1
18.05 Example Minerals Royalty Security  2
18.06 Pro Forma PPSA Financing Statement - Royalty Security 2

 

Example Minerals Exploration Joint Venture Agreements

The Example Petroleum Exploration Joint Operating Agreement is based on the Example Petroleum Joint Operating Agreement, but limited to exploration and appraisal operations. Operations relating to development, production or oftake are excluded from the scope of the document..
 
Ref# Document Version
20.01 Example Minerals Exploration Joint Venture Agreement - Three Party 2
20.03 Example Minerals Exploration Joint Venture Agreement - Two Party with Farm-in Provisions ED
GN Guidance Note - Joint Venture Securities & Pro Forma PPSA Financing Statements 1

 

Legislative Changes:
The Petroleum Exploration JOA takes into account the Competition and Consumer Act 2010 (Cth) which came into effect on 1 January 2011, and the Personal Property Securities Act 2009 (Cth) (PPSA) which came into effect on 30 January 2012.

Example Petroleum Joint Operating Agreements

The Example Petroleum Joint Operating Agreement covers all normal basic provisions where an unincorporated joint venture progresses from the Exploration stage through Appraisal to the Production, Processing and Offtake of Petroleum, and Rehabilitation and Abandonment, including a full Accounting Procedure, Example Deed of Cross Security and Example Financier's Deed of Covenant. The Petroleum JOA may be used for Oil and Gas, including Coal Seam Gas, projects under the law of any State or internal Territory of Australia, or in offshore waters. There are also Example Alternative and Optional Clauses, which are tailored to fit seamlessly into the basic Example, are also available for use in conjunction with the Petroleum JOA.

 
Ref# Document Version
21.01 Example Petroleum Joint Operating Agreement 1
21.02 Example Petroleum Joint Operating Agreement - Alternative & Optional Clauses 1
21.03 Pro Forma PPSA Financing Statement - MPEJOA & MPJOA ED
GN Guidance Note - Joint Venture Securities & Pro Forma PPSA Financing Statements 1

 

Legislative Changes:
The Petroleum JOA takes into account the Competition and Consumer Act 2010 (Cth) which came into effect on 1 January 2011, and the Personal Property Securities Act 2009 (Cth) (PPSA) which came into effect on 30 January 2012.

Example Petroleum Joint Operating Agreements - Associated Documents 

The Example Farmout Agreements, in Single Party and Multi-Party versions, are stand-alone agreements which are intended to be used in conjunction with a Petroleum Joint Operating Agreement (JOA). In the Single Party version, the Farmor which holds 100% of the whole Petroleum Title farms out an interest to a single Farmee and a JOA is established. In the Multi-Party version, two Farmors under an existing JOA farm out an interest in one or more blocks or strata being part of the Petroleum Title to a single Farmee. On the farmout of part of a Petroleum Title, the parties to all parts of the Petroleum Title enter into a Petroleum Title Coordination Deed in order to regulate the interaction of potentially overlapping operations in each area.  To earn its interest in the Petroleum Title, the Farmee funds the Farmor(s) costs during the Earning Period or carries out work in the Title Area and (possibly) refunds past expenditure incurred by the Farmor(s).

In the Multi-Party version, a separate Operator may be appointed for the Farmout Block(s) or strata. The Farmout Agreement can also be used as the basis for a Notice of Offer for pre-emption purposes under the JOA. The Example Alternative and Optional Clauses provide further clauses tailored to fit seamlessly into each basic Example which can be used to supplement either Example, as required

 
Ref# Document Version
22.01 Example Petroleum Title Farmout Agreement (Single Party) ED
22.02 Example Petroleum Title Farmout Agreement (Multi-party) ED
22.03 Example Petroleum Farmout Agreements - Alternative & Optional Clauses ED
22.04 Example Petroleum Title Coordination Deed ED

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Example Minerals Exploration Joint Venture Agreements

The Example Gas Sales Agreement is intended for use in non-complex wholesale gas sale and purchase supply contracts in Australia between Joint Venture Sellers and a single Buyer. It contains representative provisions typically found in wholesale firm Delivered Gas sale agreements.

The Example Gas Sales Agreement may be used in any State or Territory of Australia and in offshore jurisdictions with similar legal systems such as New Zealand and in SE Asia.

There are also extensive Alternative and Optional Clauses which can be used as substituted or additional clauses which fit seamlessly into the basic Example.

 
Ref# Document Version
24.01 Example Gas Sales Agreement 1
24.02 Example Gas Sales Agreement - Alternative & Optional Clauses 1

 

Legislative Changes:
The Example GSA takes into account the Personal Property Securities Act 2009 (Cth) which came into effect on 30 January, 2012.

Example Minerals Royalty Agreement Non-Jurisdiction Specific Version

The Example Minerals Royal Agreement Non-Jurisdiction Specific Version reflects international practice in minerals royalty arrangements and can be used (with suitable adaption) in non-complex transactions in any jurisdiction with suitable minerals laws. It provides a framework which can be modified by the insertion of specific additional clauses set out in Appendices to produce an agreement suitable for various types of royalty, such as a net smelter return royalty, a net profits interest, a gross revenue royalty, a fixed royalty, royalty in kind, an FOB royalty on export iron ore, and so on, over all types of minerals.
 
Ref# Document Version
30.01 Minerals Royalty Agreement Non-Jurisdiction Specific Version 1
30.02 Minerals Royalty Agreement Non-Jurisdiction Specific Version, Alt & Opt Clauses 2

 

Example Minerals Royalty Agreement Non-Jurisdiction Specific Version - French (Civil Law Amended)

The Example Minerals Royalty Agreement Non-Jurisdiction Specific Version - French (civil law amended), and its accompanying Alternative and Optional Clauses were prepared by the Montreal and London offices of the international law firm of Blake, Cassels & Graydon LLP. They are a French language version (civil law amended) of the Example Minerals Royalty Agreement, Non-Jurisdiction Specific Version and the Example Alternative and Optional Clauses, amended to comply with rules commonly applied in civil law jurisdictions.They have not been independently peer reviewed, and they have not been approved by the AMPLA Board.

The Example Minerals Royalty Agreement, French version (civil law amended) and its accompanying Example Alternative and Optional Clauses reflect international practice in minerals royalty arrangements and is intended for use in non-complex mining projects in Francophone Africa, as well as in metropolitan and overseas France and other countries applying French civil law. The Example Agreement can be used (with suitable adaption) in non-complex transactions in any jurisdiction with suitable minerals laws. It provides a framework which can be modified by the insertion of specific additional clauses set out in various Appendices to produce an agreement suitable for various types of royalty, such as a net smelter return royalty, a net profits interest, a gross revenue royalty, a fixed royalty, royalty in kind, an FOB royalty on export iron ore, and so on, over all types of minerals. In any particular matter, a party may have its own preferred clauses which can be inserted in the appropriate part of the agreement.

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Ref# Document Version
31.01 MRA NJSV - French (Civil Law Amended) 1
31.02 MRA NJSV - French (Civil Law Amended) - Alt & Opt Clauses 1

 

Example Mining Services Contract, French version (civil law amended)

This Example Mining Services Contract, French version (civil law amended) was prepared by the Paris office of the international law firm of Herbert Smith Freehills. It a French language version (civil law amended) of the AMPLA Example Mining Service Contract Version 4, amended to comply with the rules of public policy commonly applied in civil law jurisdictions.This Example Contract has not been independently peer reviewed, and has not been approved by the AMPLA Board.

This Example Contract is intended for use in non-complex mining projects in Francophone Africa principally in surface open cut mining operations. It can be adapted for deep underground mining operations. It is a basic service agreement covering the whole or any part of a mine development and an ongoing mining operation. The Example has pro forma schedules reflecting a typical Contractor Operations Manual which are included by way of example only. In any particular matter, a party may have its own preferred clauses, schedules or forms which can be inserted in the appropriate part of the agreement.

 
Ref# Document Version
32.01 Mining Services Contract - French (Civil Law Amended) 1

 

State Specific Example Documents 

The Example Access Deed is intended for use where an application for a prospecting licence or exploration licence is applied for over ground the subject of an existing miscellaneous licence in Western Australia. The deed also covers any subsequent tenure granted in conversion of the prospecting licence or exploration licence. It is not designed to deal with underlying pastoral leases or private land. The variable provisions are included in the schedules, being the tenement identifiers, objection identifier and relevant insurances. Model Alternative and Optional provisions are included in the document for inclusion as agreed between the parties.

The Example Access Deed is not intended as a rigid precedent to be adopted without amendment. Rather it is a guide which includes representative provisions across all matters normally covered in such an agreement. It endeavours to strike a fair balance on contentious matters between the parties to such agreement. It is drafted in a manner which allows for easy deletion or substitution of what may be contentious clauses. In any particular matter, a party may have its own preferred clauses or schedules which can be readily inserted.

An article in the ‘Recent Developments’ section of the Australian Resources and Energy Law Journal Volume 32, Number 2, August 2013 entitled “AMPLA Model Access Deed (WA)” sets out the key underlying principles and key provisions of the Example Access Deed. The article is intended to provide assistance and guidance to users of the Example Access Deed.

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Ref# Document Version
51.01 Western Australian Example Access Deed 1

 

Limitation of Liability:
AMPLA accepts no liability to any person who uses any AMPLA example document. Please refer to the disclaimer and exclusion of liability statement set out at the commencement of each example document which applies to the use of all AMPLA example documents.