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JVOA
#1


The JVOA is a monumental development for Gulf LNG.  The detail required to create a JVOA framework for an LNG project is immense and needs to be present within the JVOA.  Winning bidder/scheme has Gov't approval.  No Gov't action will prevent Gulf LNG.  Mitsui/IOC took 8 months after the Preliminary Works Agreement KTA Jan. 2010 to complete the CSP JVOA.  



Partner selection can be anytime literally from today on.  Selection of the partner is the only act between us and a photo-op.  



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Joint Operating Agreement:


It is defined as a contract between co-tenants or separate owners of oil and gas properties being jointly operated. It is an agreement between two owners or among several concurrent owners for the operation of a leasehold for oil, gas, or other minerals. The agreement calls for the development of the lease or the premises by one of the parties to the agreement, who is designated as operator or unit operator for the joint account. All parties share in the expenses of the operations and in the proceeds resulting from the development.

-OR-

An association of two or more individuals or companies engaged in a solitary business enterprise for profit without actual partnership or incorporation; also called a joint adventure.

A joint venture is a contractual business undertaking between two or more parties. It is similar to a business partnership, with one key difference: a partnership generally involves an ongoing, long-term business relationship, whereas a joint venture is based on a single business transaction. Individuals or companies choose to enter joint ventures in order to share strengths, minimize risks, and increase competitive advantages in the marketplace. Joint ventures can be distinct business units (a new business entity may be created for the joint venture) or collaborations between businesses. In a collaboration, for example, a high-technology firm may contract with a manufacturer to bring its idea for a product to market; the former provides the know-how, the latter the means.

All joint ventures are initiated by the parties' entering a contract or an agreement that specifies their mutual responsibilities and goals. The contract is crucial for avoiding trouble later; the parties must be specific about the intent of their joint venture as well as aware of its limitations. All joint ventures also involve certain rights and duties. The parties have a mutual right to control the enterprise, a right to share in the profits, and a duty to share in any losses incurred. Each joint venturer has a fiduciary responsibility, owes a standard of care to the other members, and has the duty to act in Good Faith in matters that concern the common interest or the enterprise. A fiduciary responsibility is a duty to act for someone else's benefit while subordinating one's personal interests to those of the other person. A joint venture can terminate at a time specified in the contract, upon the accomplishment of its purpose, upon the death of an active member, or if a court decides that serious disagreements between the members make its continuation impractical.

Joint ventures have existed for centuries. In the United States, their use began with the railroads in the late 1800s. Throughout the middle part of the twentieth century they were common in the manufacturing sector. By the late 1980s, joint ventures increasingly appeared in the service industries as businesses looked for new, competitive strategies. This expansion of joint ventures was particularly interesting to regulators and lawmakers.

The chief concern with joint ventures is that they can restrict competition, especially when they are formed by businesses that are otherwise competitors or potential competitors. Another concern is that joint ventures can reduce the entry of others into a given market. Regulators in the Justice Department and the Federal Trade Commission routinely evaluate joint ventures for violations of Antitrust Law; in addition, injured private parties may bring antitrust suits.

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#2

Why not give an example of one in PNG?  Here's the Exxon PR from when they signed their JVOA.  All partners included, etc.  Can IOC's be far behind?

14 March 2008

PNG LNG Project

Joint Operating Agreement Signed

& Economic Impact Study Released

PORT MORESBY – Esso Highlands Limited, an Exxon Mobil Corporation subsidiary,

as Operator of the PNG LNG Project (ExxonMobil), today announced that the joint

venture participants have formally signed and executed a Joint Operating Agreement

(JOA).

The PNG LNG Project proposes to commercialize the Hides, Angore and Juha fields

and the associated gas resources in the currently operating oil fields of Kutubu,

Agogo, Gobe and Moran in the Southern Highlands and Western Provinces of PNG.

The gas will be treated at a gas conditioning plant at Hides then transported via

pipeline to a 6.3 million tonne per annum LNG liquefaction and storage facility

proposed to be located 20km north-west of Port Moresby on the Gulf of Papua.

The LNG will be jointly marketed with operator, ExxonMobil leading the marketing

activity as the Marketing Representative on behalf of the joint venture.

The Project has been set up as an integrated venture. The JOA provides formal

governance for the venture and incorporates all components including upstream, gas

transportation pipeline, and liquefaction. It also sets out the unitization principles with

current participating interests of:

ExxonMobil (Esso Highlands Limited as Operator) 41.6%

Oil Search 34.1%

Santos 17.7%

AGL 3.6%

Nippon Oil 1.8%

Landowner Interests 1.2%

*Note: Interests will change when the PNG State nominees join as equity participants at a later date.

“ExxonMobil is pleased to have the JOA executed as it is an important step in the

progression of the Project. Our focus now turns to resolving the fiscal terms and

related matters with the PNG State which are critical for the Project to enter the

FEED phase,” said Mr. Al Hirshberg, Vice President, ExxonMobil Development

Company.

Esso Highlands Ltd

Level 5, Credit Haus

Cuthbertson Street

Port Moresby, PNG

+675 322 2111 Telephone

- 2 –

The PNG LNG Project also today released the ACIL Tasman “PNG LNG Economic

Impact Study”. The study was commissioned from independent economic

consultants, ACIL Tasman, to assist the Project and the PNG Government to

understand and plan for the significant economic impact on PNG, should the Project

proceed.

The ACIL Tasman study predicts potential economic benefits for PNG including a

doubling of Gross Domestic Product (GDP) and direct employment (local and

expatriate) during the initial construction phase of more than 7,500 jobs, with

approximately 850 maintained during production operations.

“We have provided the ACIL Tasman report to the Government of PNG and will be

working with Government and the community to ensure that PNG gains long term,

sustainable benefits from the Project. The use of local content including the training

and development of a local workforce & suppliers will be a strong focus for the

project,” said Mr. Hirshberg.

The ACIL Tasman “PNG LNG Economic Impact Study” is available online at

www.exxonmobil.com.au. Hard copies are available from Esso Highlands (contact

details below).

http://www.pnglng.com/media/pdfs/media_releases/media_release_080314_joint_oparating_agreement.pdf

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#3
To my opinion, for a JVOA to be executed by the Government it first requires the JVOA to be agreed among the Partners ... in PNG LNG's case it was agreed by :

+ XOM
+ Santos
+ Oil Search
+ AGL
+ Nippon Oil
+ Landowners

The government was not included; they opted in later, thus reducing the other's shares commensurately.

So please posit for us Tree ... exactly who do you think it was who negotiated the JVOA's (plural) with IOC and then signed same?
The signatories should have been announced, just as they were by XOM for the PNG LNG Project you quoted.
If the partners have not yet been included then they will have the right to demand reopening and possible modifications to the JVOA's at a later date.

Nothing seems to be going "according to Hoyle" in the Gulf LNG Project and that's why there are so many non-believers in the investing world.

DISCLOSURE: I have been very long IOC stock for 5 years
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#4
In my opinion the names are known just not on the document pages yet. They have a done handshake deal as per inciderr on yahoo.
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#5
Who? When? Where?

OH; I forgot one important aspect of most JVOA's .... the entity who is the lead operator is normally the one who announces the dealie.

To my opinion, it's likely that IOC will not be the majority shareholder of the Gulf LNG Plant.
And we all know IOC won't be the operator.
Therefore IOC ought not be the one announcing the JVOA details in the coming days.
Look for someone else to spring the news methinks.
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#6

'Stavros' pid='20912' datel Wrote:To my opinion, for a JVOA to be executed by the Government it first requires the JVOA to be agreed among the Partners ... in PNG LNG's case it was agreed by : + XOM + Santos + Oil Search + AGL + Nippon Oil + Landowners The government was not included; they opted in later, thus reducing the other's shares commensurately. So please posit for us Tree ... exactly who do you think it was who negotiated the JVOA's (plural) with IOC and then signed same? The signatories should have been announced, just as they were by XOM for the PNG LNG Project you quoted. If the partners have not yet been included then they will have the right to demand reopening and possible modifications to the JVOA's at a later date. Nothing seems to be going "according to Hoyle" in the Gulf LNG Project and that's why there are so many non-believers in the investing world. DISCLOSURE: I have been very long IOC stock for 5 years

Thanks for the question Stavros.

I wouldn't count on the PNG LNG JOA to be the blueprint we are following.  I trust the Mitsui/IOC CSP JVOA model will be more appropriate for a Gulf LNG comparison.

My view is this.  There are a couple types of approvals that will make up our JVOA.

Statutory approval - The approval enacted by law or legislation granted by the state authority.  We now have this and should make final best offers even more accretive.

Corporate approval - The approval granted by managers/BoDs of all corporate participants for their respective entities to enter into binding agreements.  Winning bidder will have this.

IOC/Gulf LNG as of April 15th has the full authority granted by PNG regulators to sign corporate partners of IOC's choice into binding JVOA, binding IOC/Partners, new partners and Gov't into a pre-approved JVOA framework.

Your question of 'who do I posit are the negotiating parties of the JVOA  and which parties signed the JVOA?' is like asking 'how long is a piece of string TREE!'

Answer is - No JVOA has been signed yet, corporate framework JVOA's most likely have negotiated with each remaining bidder and each has received Statutory approvals from PNG.

IOC/IBs will choose the winning investing partners and those partners will at that time sign the  pre-authorized JVOA and voila - Gulf LNG will be bankable.

Next up would be FID.  FID could be simultaneous with JVOA corporate signing any day now, under 1 scheme and could take several months after corporate signing to reach under another(s).

When you think about it, being granted Statutory JVOA approval prior to the corporate transaction IS the way this should be done to attract the best prices.   PNG LNG left some bucks on the table.

DISCLOSURE:  I am VERY long and have been since 2009.  Couldn't y'all tell?  (Not that makes me any more credible)

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