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Briefing Note
1
08 August 2014 NIAR 488-14
Aidan Stennett
Tamboran & legislative
definition of minerals
1 Introduction
The following paper sets out the relationship between Tamboran Resources Pty Ltd
and Tamboran Resources (UK) Limited with respect to petroleum licencing in Northern
Ireland, and seeks to identify whether any transfer of licence has taken place. The
paper also examines definitions of minerals in the relevant legislation.
2 Tamboran
The Department of Enterprise, Trade and Investments Guidance for Applicants
Petroleum Licensing in Northern Ireland (June 2010)
1
state:
To be granted a Petroleum Licence, an Applicant must be registered in the
United Kingdom, either as a company or as a branch of a foreign
company.
2


1
Department of Enterprise, Trade and Investments Guidance for Applicants Petroleum Licensing in Northern Ireland (June
2010) http://www.detini.gov.uk/petroleum_licensing_in_northern_ireland_-
__guidance_for_applicants_for_petroleum_licences.pdf?rev=0

2
Ibid
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Tamboran Resources PTY Ltd is a foreign company and with an addressed registered
at The Bentleigh Suite 206, 1 Katherine Street, Chatswood, Nsw 2067, Australia.
Tamboran Resources (UK) Limited was established by Tamboran Resources PTY Ltd
to operate the companys Northern Ireland licence.
Tamboran Resources (UK) Limited was incorporated on 10 November 2010 and is
registered at the following trading address: 27 Frances Street, Newtownards, County
Down BT23 7DW.
3

The address is significant as, whilst Tamborans UK branch is not referenced by name
in their licence PL2/10, the licence defines the licensee as:
Tamboran Resources Pty Ltd. Having a UK Establishment registered at 27
Frances Street, Newtownards, BT23 7DW
4

As such, it does not appear that any transfer of licence has occurred. Rather, the
incorporation of Tamboran Resources (UK) Limited in November 2010, a date which
predates the granting of PL2/10 (granted 1 April 2011), fulfils the UK registration
requirement set out above.
With respect to the transfer of licences in a general sense, no reference to the
transferring of licences could be found in the model clauses set out in the Petroleum
Production Regulations (Northern Ireland) 1987
5
as amended by the Petroleum
Production (Amendment) Regulations (Northern Ireland) 2010
6
. Similarly, such clauses
could not be found in the other pieces of underpinning legislation.
7

DETIs guidance for applicants states:
DETI strongly recommends that Applicants should be clear about exactly
which companies they want to hold the Petroleum Licence, and ensure that
those are the companies that apply in the first place. DETI cannot promise
to act on late request to grant a Petroleum Licence to an affiliate company
instead, and will not consider any request to grant a Petroleum Licence to
an Applicant unrelated to the company or companies that made the
application.
8


3
https://www.duedil.com/company/NI605039/tamboran-resources-uk-limited
4
Department of Enterprise, Trade and Investment Pl2-10 Tamboran Original Licence Document http://www.detini.gov.uk/pl2-
10_tamboran_original_licence_document.pdf?rev=0
5
Petroleum Production Regulations (Northern Ireland) 1987 http://www.detini.gov.uk/nisr196_19870196_en.pdf
6
Petroleum Production (Amendment) Regulations (Northern Ireland) 2010
http://www.legislation.gov.uk/nisr/2010/169/contents/made
7
Specifically, the Petroleum (Production) Act (Northern Ireland) 1964 http://www.legislation.gov.uk/apni/1964/28/introduction
and The Hydrocarbons Licensing Directive Regulations (Northern Ireland) 2010
http://www.legislation.gov.uk/nisr/2010/170/introduction/made
8
Department of Enterprise, Trade and Investments Guidance for Applicants Petroleum Licensing in Northern Ireland (June
2010) http://www.detini.gov.uk/petroleum_licensing_in_northern_ireland_-
__guidance_for_applicants_for_petroleum_licences.pdf?rev=0
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Whilst no reference to the transfer of licence ownership could be found in the model
clauses and under pinning legislation and noting that the above quote appears to
prevent late requests to grant licences and the granting of licences to companies that
are unrelated to those who made the initial application RAISe will contact the
Department for comment and clarity on this matter, particularly as to what constitutes a
late request as per the Departments guidance.
In addition it is worth noting that the regulations, give the Department the power to
revoke a licence should there be a change in the control of the licensee. Control in this
sense is determined by section 416 Income and Corporation Taxes Act 1988:
a person shall be taken to have control of a company if he exercises, or
is able to exercise or is entitled to acquire, direct or indirect control over the
companys affairs, and in particular, but without prejudice to the generality
of the preceding words, if he possesses or is entitled to acquire
(a)the greater part of the share capital or issued share capital of the
company or of the voting power in the company; or
(b)such part of the issued share capital of the company as would, if the
whole of the income of the company were in fact distributed among the
participators (without regard to any rights which he or any other person
has as a loan creditor), entitle him to receive the greater part of the
amount so distributed; or
(c)such rights as would, in the event of the winding-up of the company
or in any other circumstances, entitle him to receive the greater part of
the assets of the company which would then be available for distribution
among the participators.
9

Where a licence has been revoke all rights granted by that licence will cease, although
any obligations or liabilities will remain.
10

3 Definition of minerals in associated legislation
The meaning of minerals in Northern Ireland is defined by the Mineral Development Act
(Northern Ireland) 1969.
11
The act states:
(1) In this Act "minerals " includes all mineral bearing and other substances
(not being the soil at the surface of the ground and its vegetation or peat or
water) naturally occurring in land, whether obtainable by underground or by
surface working; but does not include petroleum
12


9
Income and Corporation Taxes Act 1988 s416(2) http://www.legislation.gov.uk/ukpga/1988/1/section/416/enacted
10
Petroleum Production Regulations (Northern Ireland) 1987 s40(1) http://www.detini.gov.uk/nisr196_19870196_en.pdf
11
Mineral Development Act (Northern Ireland) 1969 http://www.detini.gov.uk/minerals_development_act_1968-2.pdf?rev=0
12
Ibid s561
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Certain substances are exempted from this by section 2 of the act, these are:
1 Conglomerate; grit (or grit stone), sandstone, greywacke, siltstone,
mudstone, shale (excluding alum shale and oil shale), slate, limestone
(including chalk), dolomite; schist (all varieties except graphite schist),
gneiss; granite and porphyry (all varieties except decomposed granite in
the form of clay); rhyolite (except decomposed rhyolite in the form of clay);
aplite, syenite (and related rocks), basalt (and related rocks), picrite (and
related rocks).
2 Any superficial deposit of gravel or sand, whether of fluvioglacial, river or
marine origin.
3 All of the following of Quaternary Age, namely, boulder clay, laminated
clay, alluvial clay and silt.
4 All agricultural soil.
13

The meaning of petroleum is defined by Petroleum (Production) Act (Northern Ireland)
1964 as:
any mineral oil or relative hydrocarbon and natural gas existing in its
natural condition in strata, but does not include coal or bituminous shales or
other stratified deposits from which oil can be extracted by destructive
distillation.
14

This act further defines:
Casing-head petroleum spirit means any liquid hydrocarbons obtained from natural
gas by separation or by any chemical or physical process;
Crude oil as oil in its natural state before the same has been refined or otherwise
treated but excluding water and foreign substances; and
Natural gas as gas obtained from boreholes and wells and consisting primarily of
hydrocarbons
15

Minerals and Petroleum as defined by the above acts have separate licencing regimes.

13
Mineral Development Act (Northern Ireland) 1969 Schedule 1 http://www.detini.gov.uk/minerals_development_act_1968-
2.pdf?rev=0
14
The Petroleum (Production) Act (Northern Ireland) 1964 s15 http://www.legislation.gov.uk/apni/1964/28/introduction
15
Ibid