Model Deed of Assignment and Assumption (Multi-party)

EXPLANATORY NOTE
The Board of AMPLA Ltd ACN 006 037 529 has prepared this Model Deed of Assignment and
Assumption (Multi-Party), Approved Version 1 for use in non-complex minerals projects,
primarily in the exploration phase, following the recommendations of a Reference Group
selected from knowledgeable and experienced AMPLA members working in mining companies
and in private practice.
This Model Deed may be used under the law of any State or internal Territory of Australia. It is
intended to be used in conjunction with, and as a scheduled annexure to, the AMPLA Model
Farmout Agreement (Minerals) (Multi-Party). The Deed may also be used in conjunction with a
Sale Agreement of a Joint Venture Interest, with appropriate modifications.
The Deed assumes that there is an existing Joint Venture Agreement covering all of the
Tenements. The Assignors, one of which is the Manager, are farming out all or part of their
Joint Venture Interest (including the managership). The consideration for the Farmout can be
cash or work or both. If the Farmout is for cash only, a Sale Agreement may be more
appropriate. The Deed of Assignment and Assumption effects the formal transfer of the earned
Joint Venture Interest once the interest is earned. Stamp duty may be chargeable in each
relevant State or Territory which will impact on any transaction.
The Deed is not intended as a rigid precedent to be adopted without amendment. Rather it is a
guide which includes representative and balanced provisions normally covered in such deed.
COPYRIGHT
This Model Deed of Assignment and Assumption is the property of AMPLA Ltd which owns
the copyright. AMPLA financial members are granted a royalty free licence to use the Model
Deed of Assignment and Assumption for commercial purposes on the basis set out below.
Non-members may use the Model Deed of Assignment and Assumption on a similar basis
only if the applicable licence fee has been paid.
DISCLAIMER
AMPLA makes no warranty or guarantee or promise, express or implied, that this Model Deed
of Assignment and Assumption (Multi-Party), Approved Version 1 is accurate, complete, up to
date, or fit for any use whatsoever. It is made available on the AMPLA website for the
information and use of AMPLA members only and for the use of non-members on payment of
the applicable licence fee, on the condition that AMPLA Ltd is not engaged in rendering
professional advice. Readers should exercise their own skill and judgment in adopting or
adapting any part of the Model Deed of Assignment and Assumption (Multi-Party) for their
own use and, where necessary, seek advice from a suitable qualified legal practitioner.
AMPLA accepts no responsibility for any loss, cost or expense arising from the use of this
Model Deed of Assignment and Assumption (Multi-Party) and shall not be liable in any manner
whatsoever for any direct, incidental, consequential, indirect or punitive damages arising out of
the use of the Model Deed of Assignment and Assumption (Multi-Party), or any errors or
omissions in its contents.
IMPROVEMENTS
If you have any questions or suggestions for improvement concerning this Model Deed, please
contact the AMPLA office at federal@ampla.org or see www.ampla.org. All questions,
comments and other feedback would be appreciated by the AMPLA Board.

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008
 Model Deed of Assignment and Assumption (Multi-party)

Table of Contents

Particulars [Insert name] Joint Venture 1

1 Definitions and interpretation 2

1.1 Definitions 2
1.2 Interpretation 2

2 Condition subsequent 3
2.1 Conditional effect 3
2.2 Termination 3

3 Assignment 3
3.1 Coming into effect of deed 3
3.2 Assignment 3
3.3 Farmout Agreement 3

4 Assumption 3
4.1 Assumption by Assignee 3
4.2 Assignors obligations continue until Effective Date 4

5 Consent and acknowledgements 4

5.1 Waiver of pre-emption rights 4
5.2 Compliance with Joint Venture Agreement 4
5.3 Confirmation of Joint Venture Agreement 4
5.4 Novation of Joint Venture Agreement 4

6 Indemnities 5
6.1 Before Effective Date 5
6.2 On and after the Effective Date 5
6.3 Assignment to a related body corporate 5

7 Mutual releases 5

8 Representations and Warranties 5

9 Notices 6

10 Ancillary provisions 6
10.1 Entire deed 6
10.2 Severability 6
10.3 Waiver 6
10.4 Amendment 6
10.5 Counterparts 6
10.6 Applicable law 6
10.7 No reliance or inducement 6
10.8 Further assurances 6
10.9 Fees and charges 7

© AMPLA Model Deed of Assignment & Assumption (Multi-party) – Approved Version 1, 18 February 2008 i
 Model Deed of Assignment and Assumption (Multi-party)

10.10 Attorney execution 7

Schedule 1 8
Basic Particulars 8

Schedule 2 9
List of Tenements 9

Signing page 10

© AMPLA Model Deed of Assignment & Assumption (Multi-party) – Approved Version 1, 18 February 2008 ii
Particulars [Insert name] Joint Venture
Dated as of

Parties
Assignor 1 Name

ABN

Address

Email

Fax

Authorised Officer

Assignor 2 Name

ABN

Address

Email

Fax

Authorised Officer

Assignor 3 Name

ABN

Address

Email

fax

Authorised Officer

Assignee Name

ABN

Address

Email

Fax

Authorised Officer

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 1
 Recitals A. The Assignors have agreed to assign the Assigned Interests to
the Assignee.

B. The Assignee has agreed to accept the assignment of the

rights, and assume the liabilities, of the Assignors under the
Joint Venture Agreement in respect of the Assigned Interests.

The parties agree:

in consideration of, among other things, the mutual promises contained in this deed:

1 Definitions and interpretation

1.1 Definitions
Unless set out below or the context otherwise requires, the definition of each
defined expression in this deed (including the Recitals) is the same as defined in
the Joint Venture Agreement and the Farmout Agreement, and in addition:
Assigned Interest means the Joint Venture Interest of an Assignor earned by
the Assignee under the Farmout Agreement, as set out in Schedule 1.
Assignment means the assignment of the Assigned Interests under this deed by
the Assignors to the Assignee.
Assignors mean Assignor 1, Assignor 2 and Assignor 3, severally pro rata in
proportion to their Joint Venture Interests.
Effective Date means the date on which this deed of assignment and
assumption, and the assignment of the Assigned Interests in the Tenements to
the Assignee, receive the last of any Authorisations required for registration
under the Mining Act and all Conditions Precedent under the Farmout
Agreement are either satisfied on conditions satisfactory to, or waived by, the
parties.
Farmout Agreement means the agreement dated [Insert Date] between the
Assignors and the Assignee under which the Assignee has acquired the
Assigned Interests.
Joint Venture Agreement means the joint venture agreement between the
Assignors as defined in the Farmout Agreement.
Mining Act means the mining legislation listed in Schedule 1.
Nominated State is the State or Territory of Australia as set out in Schedule 1.
Tenement means the mining tenement or tenements listed in Schedule 2, and
includes any application for, and any extension, renewal, conversion or
substitution of, any of those tenements.
1.2 Interpretation
(a) The interpretation provisions in the Joint Venture Agreement are
expressly incorporated into this deed.
(b) This deed prevails to the extent of any inconsistency between this deed
and the Joint Venture Agreement or between this deed and the Farmout
Agreement.

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 2
2 Condition subsequent
2.1 Conditional effect
(a) The Assignment is conditional upon the granting of all Authorisations
required for the Assignment to become effective and enforceable and to
any necessary entries being made on the register under the Mining Act for
the transfer of the Tenements.
(b) The parties must use all reasonable endeavours (other than waiver) to
ensure that the condition referred to in this clause is satisfied within
6 months from and including the date of this deed and to keep each other
informed of any circumstance that may result in that condition not being
satisfied in accordance with its terms.
(c) The Assignee must notify the Assignors when the condition referred to in
this clause has been satisfied and the date it was satisfied.
2.2 Termination
If the condition referred to in this clause is not satisfied within 6 months from
and including the date of this deed, or a later date agreed by the parties, this deed
is of no further effect and each party must sign all documents and do all things
necessary to put the parties in the position they were in on the date of this deed.

3 Assignment
3.1 Coming into effect of deed
(a) This clause 3.1 and clauses 1 (definitions), 2 (Condition subsequent), 8
(representations and warranties), 9 (notices), and 10 (ancillary
provisions) come into effect immediately.
(b) The remainder of this deed and the Assignment come into effect on the
Effective Date.
3.2 Assignment
On and from the Effective Date:
(a) each Assignor assigns to the Assignee absolutely all of its Assigned
Interest free and clear of Encumbrances, except the Excepted
Encumbrances (if any); and
(b) the Assignee accepts the Assignment.
3.3 Farmout Agreement
The parties agree that the Assignment is in accordance with and in consideration
of the terms of the Farmout Agreement, and is subject to the Joint Venture
Agreement.

4 Assumption
4.1 Assumption by Assignee
On and from the Effective Date, with the consent of the Assignors, the Assignee
becomes a party to the Joint Venture Agreement and covenants and agrees with
the Assignors:
(a) to be bound by the terms and conditions of the Joint Venture Agreement
as a Joint Venturer in place of the Assignors to the extent of the Assigned
Interests; and

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 3
 (b) to punctually observe and perform all obligations of a Joint Venturer
under the Joint Venture Agreement in respect of the Assigned Interests.
4.2 Assignors obligations continue until Effective Date
Prior to the Effective Date, each Assignor covenants and agrees to continue to
be bound by and perform all of the Assignor’s obligations under the Joint
Venture Agreement in respect of the Assigned Interest.

5 Consent and acknowledgements

5.1 Waiver of pre-emption rights
Each Assignor acknowledges and agrees that it has waived or declined to
exercise any right of pre-emption or similar right it may have under the Joint
Venture Agreement in respect of the Assignment.
5.2 Compliance with Joint Venture Agreement
Each Assignor confirms and agrees that:
(a) this deed complies with the assignment provisions of the Joint Venture
Agreement; and
(b) it is not in default under the Joint Venture Agreement.
5.3 Confirmation of Joint Venture Agreement
(a) The Assignors confirm that the Joint Venture Agreement is in full
force and effect.
(b) The Assignors and the Assignee acknowledge and agree that the Joint
Venture Agreement will continue to govern the activities of the Joint
Venture.
5.4 Novation of Joint Venture Agreement
The Assignors and the Assignee acknowledge and agree that on and from the
Effective Date:
(a) the Assignee becomes a party to and is bound by the Joint Venture
Agreement in place of the Assignors to the extent of the Assigned
Interests and is entitled to the full benefit and advantage of the Joint
Venture Agreement in respect of the Assigned Interests as if the Assignee
is expressly named as a party to the Joint Venture Agreement as the holder
of the Assigned Interests; and
(b) the Joint Venture Interests of the parties held subject to the Joint Venture
Agreement are as follows:

Joint Venturer Joint Venture Interest

[Name] %

[Name] %

[Name] %

100.00 %

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 4
6 Indemnities
6.1 Before Effective Date
Each of the Assignors indemnifies the Assignee against any claim, damage, loss,
cost, demand and liability in respect of the obligations and liabilities of the
Assignee, including but not limited to those arising out of any negligent or
fraudulent act or omission, in relation to its Assigned Interest which accrue
before the Effective Date, regardless of when they are due or payable.
6.2 On and after the Effective Date
The Assignee indemnifies each of the Assignors against any claim, damage,
loss, cost, demand and liability in respect of the obligations and liabilities of the
Assignors, including but not limited to those arising out of any negligent or
fraudulent act or omission, in relation to its Assigned Interest which accrue on
and after the Effective Date, regardless of when they are due or payable.
6.3 Assignment to a related body corporate
Notwithstanding the other provisions of this deed to the contrary, where the
Assignee is a related body corporate (as defined in the Corporations Act 2001
(Cth.)) of that Assignor, the Assignor remains liable for the Assignee’s
obligations and liabilities incurred in relation to the Assigned Interest to the
extent that they are not performed by the Assignee.

7 Mutual releases
(a) The Assignors release and discharge each other from all claims, damages,
losses, costs, demands and liabilities in respect of the Assigned Interests
which accrue on or after the Effective Date.
(b) Each Assignor releases and discharges the Assignee from all claims,
damages, losses, costs, demands and liabilities in respect of its Assigned
Interest which accrue before the Effective Date.

8 Representations and Warranties

Each Assignor represents and warrants to the Assignee that immediately prior to
the Effective Date:
(a) it is the legal and beneficial owner of its Assigned Interest, free of
Encumbrances or claims by Third Parties, other than the Excepted
Encumbrances;
(b) the Joint Venture Agreement is in full force and effect, and it knows of no
reason why the Joint Venture could be terminated by any party;
(c) the Tenements are in good standing under the Mining Act and all other
applicable laws and are not liable to cancellation or forfeiture for any
reason and the Assignor is not aware of any circumstances which may
give rise to such cancellation or forfeiture;
(d) it has complied with all obligations and Laws in respect of the Joint
Venture Agreement, the Tenements and all Authorisations in all material
respects; and
(e) the execution, delivery and performance of this deed have been properly
authorised by the Assignor and this deed is enforceable in accordance
with its terms by appropriate legal remedy.

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 5
9 Notices
The Notice provisions in the Joint Venture Agreement are expressly
incorporated into this deed.

10 Ancillary provisions
10.1 Entire deed
This deed contains everything the parties have agreed in relation to the subject
matter it deals with. No party can rely on an earlier written document or
anything said or done by another party, or by a director, officer, agent or
employee of that party, before this deed was executed, save as permitted by law.
10.2 Severability
If any provision of this deed is void, illegal or unenforceable, it may be severed
without affecting the enforceability of the other provisions in this deed.
10.3 Waiver
A waiver of any right, power or remedy under this deed must be in writing
signed by the party granting it. A waiver is only effective in relation to the
particular obligation or breach in respect of which it is given. It is not to be
taken as an implied waiver of any other obligation or breach or as an implied
waiver of that obligation or breach in relation to any other occasion.
10.4 Amendment
No modification, variation or amendment of this deed is of any force unless it is
in writing and has been signed by each of the parties.
10.5 Counterparts
This deed may be executed in any number of counterparts and by different
parties in separate counterparts. Each counterpart when so executed is deemed
an original but all of which together constitute one and the same instrument.
10.6 Applicable law
(a) This deed is governed by and must be construed in accordance with the
laws of the Nominated State.
(b) The parties submit irrevocably to the non-exclusive jurisdiction of the
Courts of the Nominated State and all Courts competent to hear
appeals from those Courts.
10.7 No reliance or inducement
Each party warrants and agrees that when entering into this deed it relied
exclusively on the following matters independently of any statements,
inducements or representations made by or on behalf of any other party
(including without limitation by the officers, employees or agents or any other
person acting on behalf of a party):

(a) its own inspections, investigations, skill and judgement;

(b) the terms expressly contained in this deed; and

(c) opinions and advice obtained independently of any other party.

10.8 Further assurances
Each party must execute all documents and do all things reasonably necessary or

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 6
 desirable to give full effect to:

(a) this deed; and

(b) any matter or thing contemplated pursuant to this deed.

10.9 Fees and charges
(a) Each party must bear its own costs for the preparation, execution,
delivery and performance of this deed.
(b) All stamp duties and registration fees relating to the execution,
registration and performance of this deed, and of all other documents
arising out of this deed, must be paid by the Assignee.
10.10 Attorney execution
Each attorney that executes this deed states that the attorney has no notice that
the power of attorney under which they were appointed has been revoked.

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 7
 Schedule 1
Basic Particulars
Assigned Interests: [Insert number]% undivided share and interest .
Mining Act: [Insert applicable Mining Act or other legislation].
Nominated State: [Insert relevant State or Territory].

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 8
 Schedule 2
List of Tenements
Reg. Area Shire Shire Grant Expiry
No. Name Status Holder (km²) 1 2 date date

Expenditure
TOTALS: Rent: $ Area: Km² commitment: $

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 9
Signing page
EXECUTED by )
in accordance
)
with section 127(1) of the
Corporations Act by authority of its ) ............................................................
directors: ) Signature of director
) ............................................................
) Name of director (block letters)
)
) ............................................................
) Signature of director/company
secretary*
)
*delete whichever is not applicable
)
............................................................
)
Name of director/company secretary*
) (block letters)
) *delete whichever is not applicable

SIGNED, SEALED AND )

DELIVERED by
)
as attorney for
)
)
............................................................
)
under power of attorney registered
)
No. ........................ in the presence of:
)
)
............................................................
)
Signature of witness
)
............................................................
)
Name of witness (block letters)
)
)
............................................................
) ............................................................
Address of witness
) By executing this deed the attorney
............................................................
states that the attorney has received
)
Occupation of witness no notice of revocation of the power
) of attorney

© AMPLA Model Deed of Assignment & Assumption (Multi-Party) – Approved Version 1, 18 February 2008 10
Dated
Deed of Assignment and Assumption (Multi-party)
[ Joint Venture]
Between
[ ] (Assignor 1)

And
[ ] (Assignor 2)

And
[ ] (Assignor 3)

And

[ ] (Assignee)