market cap under $150 mill !! ???, page-41

Sorry CTP DOES AQUIRE THE Bonus

The opportunity to earn up to
A$17.5 million in bonus payments based on
Mereenie achieving certain production
milestones over the next 20 years.


On
May 25, 2012
(the “Closing Date”), Magellan completed an asset swap agreement (the “Santos SA”) entered into through its wholly owned subsidiary Magellan Petroleum (N.T
.) Pty Ltd (“Magellan NT”) with Santos QNT
Pty Ltd (“Santos
QNT”) and Santos Limited (collectively the “Santos Entities”).
The completed Santos
resulted in Magellan becoming the
sole owner of the Palm
Valley Interests (as defined below) and of the Dingo Interests (as defined below), while the Santos
Entities will become the sole owner of the Mereenie Interests (as defined below). In accordance with the terms of the Santos
SA, the transaction is deemed to be effective as of July 1, 201
1 (the “Effective Date”). Pursuant to the Santos SA
transfer of
the following assets are provided for:
•
Magellan NT's 35% interest in each of the Mereenie Operating Joint Venture (Petroleum Leases 4 and 5 (the

“Mereenie
Titles”) and associated property interests, related joint venture contracts (including a crude oil sales contract) and plant and equipment, subject to royalty obligations) and the Mereenie Pipeline Joint
Venture (Pipeline License 2 and
associated property interests, related joint venture contracts and plant and equipment)
(collectively
, the “Mereenie
Interests”) to Santos QNT giving the Santos Entities a combined 100% interest in the assets of each of the Mereenie
Operating Joint Venture and the Mereenie Pipeline Joint
Venture;


The Santos Entities' combined interests of 48% in the Palm
Valley Joint Venture (Petroleum Lease 3 and associated
property interests, related joint venture contracts (including a gas supply and purchase agreement “GSP
A”) and plant and equipment, subject to royalty obligations) (collectively
, the “PalmValley Interests”) and combined interests of 66% inthe Dingo JointVenture (Retention License 2, associated joint venture contracts and plant and equipment, subject to
royalty obligations) (collectively
, the “Dingo Interests”) to Magellan NT
, giving Magellan NT
a 100% interest in the
assets of each of the PalmValley Joint Venture and the Dingo JointVenture.

The cash consideration payable for the sale of the Mereenie Interests by Magellan NT
is AUD $28.0 million.
The cash
consideration payable for the sale of the Palm
Valley Interests by the Santos Entities is
AUD $2.9 million.

The cash
consideration payable for the sale of the Dingo Interests by the Santos Entities is
AUD $0.1 million.

The net cash proceeds to
Magellan totaled
AUD $25.0 million, and Magellan is entitled to purchase price adjustments of approximately
AUD $3.7million
.
For a period of 20 years after the Effective Date, the Santos Entities will pay Magellan NT
a series of contingent
payments (the “Bonus
Amounts”) based on meeting certain threshold volumes of net sales of petroleum from the Mereenie
Titles (“Threshold Levels”) set out in the Santos SA. If all
Threshold Levels are achieved, the cumulative Bonus
Amount shall be
AUD $17.5 million

What probadly will happened is the balanced since the change over date with Santos and Magellan would be the time frame from then till CTP'S purchase

So maybe 1 million off bonus payment leaves 16 million there abouts.