PROSPECTUS.

New Zealand Herald, Volume XLVII, Issue 14300, 21 February 1910, Page 3

PROSPECTUS.

This Company has been formed to acquire the Ondermentioned lands situate in "British New .-■-Guinea (otherwise, known as the Territory of ':.'Papua); to promote the cultivation on "such 'lands of tropical produce on » large scale; to establish and carry on financial, mercantile, trading, and general development business; to "'>' develop the resources of the country, and to "construct light railways or , tramways,' roadß, \\ ( harbour*, wharves, and other works of public or §p private utility;; to encourage colonisation and "agriculture by assisting and financing settlers; ,';',-to. utilise the Bona Falls on the Laloki River . for any industrial. purpose; and • for . the other objects set forth in the Memorandum of Association. HISTORY. Si The portion of. New Guinea now known as '*| Papua, which is in close proximity to the Queens'land Coast, ; was annexed to the. British Crown p about twenty years ago, and, on account of .' its jg£nearness to Australia and the consequent necesiJSsltjV for protecting Australian interests, was, at ,;£' the request 'of the Australian people, placed, un- .. der the - control of the Commonwealth Govern-' ment, and granted a constitution* on the 16th f ■ November, 1905. The > new territory was thrown j»Sopen.- by =fthe . Commonwealth Government for settlement, and as a result large areas of land hare ; : been selected for the cultivation • of tropica! produce and for other purposes, but the Territory has hitherto lacked the assistance of a r;. strong financial company with ample capital and ft-initiative to further individual effort. '•■■'.: '?<■ •. I', . EXPEDITION TO PAPUA. !■''; 4'\'' ■ ■' "■ i - ■■ ' *■ ■-• '•■- ■ i -■. ■'I.- . . ?;, Having regard to its undoubted fertility,hpro; r fusion of indigenous plants,--' virgin forest*;, con?£v,venient waterways, and :■" mineral : ; wealth, this' tv neglect of one rot. the .undeveloped portions fed the ;'British;i Empire :-i is remarkable,. ur>:l ie mainly due to the .misconception which has m hitherto-V existed ; in; regard to -the ■;■■. security ■■ of >' life and property and the conditions of health $:affecting Europeans. At the .present ; . time, as | f , the result of "the progressive, policy of the Comp monwealth Government, ; the ~ Territory ; is ems'; ciently policed and protected,: and the climate is, ft. with reasonable'precautions,! not 1 unhealthy for I Europeans. The foregoing informal which is ' based on Government reports, has been conflnu,b?ed, by an .■ expedition recently despatched to the territory by the Vendor Company.- This ExpediM. tion, on its departure from England, - consisted of :■£ two gentlemen ; exceptionally qualified for the purpose, ,vpj. :—The Hon. John Greeley Jenkins, . late Premier of South Australia, aud Mr. Charles Vf Alfred Darling, the prospective General Manager M?e| j the ■' Company's : business j in .-' Papua.,' With the IS object of obtaining official support, i and, co-opera-<fi "flba for the Company,' and information-' -at first ■i' ] ; as .'to 'the conditions- under which , its work vdU be. carried on, Messrs. Jenkins and Darling, i-rja June last;:, proceeded to: Australia, and subsequently visited Papua.' In both countries they - were accorded a very sympathetic reception by '•■/. the - Government :" Departments ;: concerned, • ■ and . were given every possible assistance and inform*-: :":tion."-:.'"'.; , i : . . _'■ * " , EXPERTS. . *' |! The best expert advice available was engaged H both lin Australia and Papua, and an examination ;•£'■*«» made of ■ a'. number • of properties. now ■■ under ©offer \ to the > Company. The'results of i this examination, which proved exttemely: satisfactory, ;'*re * embodied in ' the Reports -: which accompany m and form part of this Prospectus.- The f experts 1 who accompanied the> Expedition; were Mr. A.' 3. ; -*"Boyd, of the Queensland Department of Agriculture, and Mr. H. : A.'Wiclham, the well-known /Par* Rubber Expert. Reports were also obtained ; from Mr.'i Gilbert Burnett, Chief District Potest .*.' Inspector, to the Queensland Government, and f|Mr... A. S. ; Bloomfield, • who is largely interested in . Papuan ' industries, and is ' the, author ~,of' I •■' Tropical Agriculture in , Papua." As, a result of .the. work of, the Expedition ; much valuable in-■-''formation'has been obtained, and the Directors ki are , confident that the development of this magnificent territory will affoid unique opportunities -for the profitable employment of capital and the Kj extension of British,lndustry and colonisation. ; : GENERAL BUSINESS. It is proposed at once to undertake loan, land, : tnd mercantile busine»s,;and; in' connection ; therewiib to v establish i offices and stores at Port Moresby, .the commercial '1 centre .and .seat » of -Government. With a view to this object,, leases »/Of.convenient lands in Port Moresby have been obtained by the Vendor Company: from the: Government, L .and a site -for wharves and warehouses with ample water frontage and sufficient draught ' - for sea-going steamers has also been secured at s?AWTl&fiUmd«\i Cloudy Bay. have, m %>& been opened with the Governments with a ;■ ■ Tiew to obtaining certain concessions, and the GoC vernment has intimated that it is prepared to enterptain i the grant of a license for the utilisation of the water* of the Bona Falls, on the Laloki River, ■'$ for. the j generation of electrical power.;: The Bona # Palls are situated within 22 miles : of Port Mores- >; by. It is proposed that this Company shall conf'"* struct a . slight V railway or tramway - connecting Port HMbreaby with Sapphire Creek,: and the 'Government; .:■ has intimated ; that it is "prepared to consider '•'proposal;with a view to the necessary legislation on the,subject.:<Looking,to,the influx of settlers s and others into . the Territory, ©and * to the largti prospective »industrial develop. ijnent, ' there I sho-jild be ample i scope for all these .erprises.' LARDS, v ■ The Company will secure .rights and advantages, except as to minerals, accruing from E the Expeditions and 'negotiations before referred 3 to, and will also < purchase Provisional Crown 3 Leases of the following lands, which have been granted r subject to survey; regulations under the Papuan : Land Ordinance . of 1906:—;: • vv-v». --''.•-•.■■•■'.■- -"■ --.-; '■/■ "...''• '-:■-'. -'—'.■;.'.'- ft/)- acres situated on the Brown River. ; - , 1 30,000 ;;• --■;;' ■ :••.;: „ .• in the Cloudy Bay District. 11,000 „ "V ',<■.. on Redscar Bay. 9,500 v.. In the Laloki River District. '8,700 : "'%,'■'••'; •■•: » '■''■■ in the Port Moresby District. . O00'?,*„-j= "-i ~- in Orangerie 8ay....;;•';.. ■■ ■ S 5,000 „ v »"'•"' in Milne Bay.. -•.■.".;-■'■.'::■■.•:.-•.••■ 2,700 }>■•¥■■ m.- : • .y at Cape Rodney. . :•'■:.. , 6QOf; /;.; * „ 1 : in thei Sogeri .District. / " .500, „ „ at Galley Beach. these lands total 112,000 ' acres, situated in various parts of the Territory, all of,: which, except Sogeri, are easy of access by water, and I tre njtnatcd partly 1 in the':dry belt, (rainfall 30 - in 10 inches per annum) for the growth of sisal hemp, tobacco, cotton,";etc.. and partly in the belt (rainfall 100 to; 150 inches per annum) • tot.the cultivation of rubber, cacao, cocoanuts, sugar, etc. Papua lies outside the; range of the fconlcanes that,occasionally; ravage the .western s&ir»eifl<s and North Queensland, and by reason of iffHextraordinary fertility of its poll and splendid rainfall Is in an'exceptionally favourable position for tropical agriculture. . Moreover, as no ex- , fort duties : are levied, the Company will;. possess ffl undoubted advantage over similar i undertak- ;. ings established in the Federated Malay States, 1 * Straits Settlements, and Java. ■ The only form >* taxation'' 1 other than leasehold rentals, licenses, . *-<d.fee», is in the shape of moderate revenue ,i ''duties on certain imports. •>. '.-■/.-> LABOUR. : The " Handbook of the Territory of Papua," " compiled by the Director of Agriculture arid issued ■'by authority, makes the following statements *tth respect to Papuan labour:-— '■■■':'■:< •''.-."The indentured Papuan labour is considered bveotnpetent authorities as quite equal to that f (he Kanaka of Polynesia or, the, Tamil of ';' India and Cevlon. At the present time there .; are about 5000 indentured Panuans working satisfactorily ■ in the .Territory. : They arc principally - ; engaged in mining operations and pack-carrying , work, i both arduous and somewhat uncongenial emy. '-i ployments to natives of this character. ;.-■&... .... If wee numbers of natives in the past have volun":j tarily undertaken such tasks they will much more ivrpijdlly/ accept . service for plantation work, as . Jhev are accustomed to agricultural .pursuits. . . . «ir waires range from 5s to 10s, a month, with i'-M and house.'accommodation.''.'.'. .■: >.'.•:•» ■ : .,-:'.Toe' nbeanness of labour will.V it is believed. JWve a most important factor in the success of ■'■ "■'..Company's enterprise. ■ . , ' - MANAGEMENT.. ' • Mr. Darling, who. has recently visited and v,| inspected;the principal properties to be acquired, ; ;has ? relinquished i an : important■- commercial posi- : tion in London and entered into an agreement J«h the Company to act as General Manager in , ™?pu» for a period of five years. • ' ;,. ■ • .. -^^■'■■■■ ' - ; -'■'■•'■ '"■:,-. :: ' ■' ■ c" 1

VARIETY OF PRODUCTS. The " Handbook of the Territory of Papua" states that by reason of its physical features, variety of rich . soils, and splendid rainfall, Papua is capable of. successfully producing almost every valuable agricultural product grown in the tropics. It possesses a wealth of indigenous plants of commercial value difficult to equal in any other country. These include sago, sugarcane of the first quality, rubber, cocoanuts, nutmegs, tobacco, ginger, areca palms,' fibres, bansnaii, etc. The investigations of the Expedition fully confirm this. TIMBER. '-: ;' Timber promises to be a useful source of revenue to the Company. The country is in large areas very heavily timbered. Mr. Darling, in .his General Report, states that the timber on the lands proposed to be acquired by "the Company is exceedingly valuable, and consists of many varieties of hard and soft woods. Waterways are numerous, and there is ample water power for driving sawmilling machinery. It is the intention of the Directors to erect one or more sawmills, the sawn timber from wniota should find a ready market. The Company is in treaty for farther areas, - specially selected for their timber-bearing chavacter, which it is confidently anticipated will be secured., Mr. Gilbert Burnett, District Forest Inspector, Queensland, writes to the Commissioner of Lands, Port Moresby, under date May 28, 1908, after making an examination, of the timber lands in the Territory " I have invariably found the best timber on the higher lands, and although I have met with immense areas of valuable timber on the low-lying country which fringes the coastline of the Territory, 1 believe that in years to come, when the present available supply is becoming exhausted, an even better of i class of timber will be found on the ridgy country which leads up to the high mountain • ranges." -— - - COTTON. The advantage of cotton growing within the Empire is : every day being more appreciated. Papua is well situated for its growth, and the Company proposes to carry on this, industry on a large scale. 'In the Report, which accompanies this Prospectus, by Mr. Daniel Jones, the late Cotton Expert for the Department of Agriculture in Brisbane, he estimates the probable profits of cotton-growing in '< Papua to be £32 per acre net. Samples of cotton grown on the, Laloki lands in Papua to be acquired by this Company have been submitted to the Liverpool • Cotton Association (Limited), who handed the samples to Messrs. Wolstenholme; and Holland, who report as follows:— '~ V>Tlte Equalities are most excellent and well wortß further cultivation. . - -.■- - Sample, A.— Grown at Battle's, Papuan cotton in seed, value. Hid when ginned. Good colour, staple long and strong. Sample B.—Grown -at Battle's, Papuan ginned cotton, value 13d to 14d. Sea Island character,'fair colour, long and strong." .-'■>. ' These prices 'would appear to bear out the estimate of £32 per acre profit, but Mr. Darling in his Estimate of Profits puts the profit from cotton at only £20 per acre. ' \ ; :■ . SUGAH. ' ..." '.:■' ; - Papua Is the native home of the sugarcane. Queensland, which has a very considerable area under sugar, depends largely upon the Papuan varieties of sugarcane, for the success ,or its industry. It is the intention of the Company to undertake the cultivation of a considerable are», with,the best varieties of cane and the latest types .of machinery. ~ -v; v -- "" ■■ -"''■• RUBBER. Rubber 'is also ; indigenous to Papua. The sources of the native supply consist of rubberyieldingl vines which entwine • the large forest trees. . Considerable areas in Papua have recently been planted with, Para rubber trees, and it is claimed that a more rapid growth is being obtained than in any other country. Mr. ,H. A. Wickham, the Para rubber expert," who was responsible fori the introduction- of Para rubber to the East, is • at present engaged in planting an estate in Papua. < Mr. Wickham, who inspected the ;; Cloudy Bav ■ lands, on offer to this Company, considered them very good for the growing of Para rubber trees. v According -to Mr. Darling's report Para' robber trees at 5$ years in Papua are as far forward : ~ as trees • of seven years' growth in. Cevlon. ; The '• Directors therefore anticipate a comparatively : early and steadily ;■; Increasing revenue from ■■rubber.. , ■ - LAND TENURE REGULATIONS. -Agricultural and pastoral leases, under section 16 of the Land ; Ordinance of 1906, have •'»; maximum tenure of 99 year*. The rent of agricultural leases l« determined at 5 per cent., and of pastoral at 24 per cent, of the unimproved value of the "land. .Leases are reappraised every twenty years -.: during v their currency, but if on re-' appraisement the rent is raised more than one-, third in the cane of agricultural leases, and onefourth in the . case > of--pastoral leases, the lessee may disclaim the lease, and . shall thereupon be entitled to ; receive compensation for his improvements. ; For the first. period of twenty years the unimproved value of agricultural land has been assessed ■; at five shillings per acre, and pastoral - land; at one shilling per acre, making a rental ,of threepence per acre for agricultural land ,; and : , one shilling " per.;: hundred acres : for pastoral land. ; On leases granted for a longer period than thirty years no rent is charged fOr the first IP years. The leases under this Ordinance are ; subject to a reservation of mineral rights and of the , right of access, . and to any condition or reservation s which -the LieutenantGovernor may consider necessary< in the -public, interest, and are also subject to an obligation to cultivate portions of the area included within periods of years specified in the Ordinance. / ESTIMATE OF PROFITS. ' V' The subjoined 1 Report from Mr. Darling deals with the question of the probable profits of the Company from tropical agriculture: London, 16th December, 19C9. ' To > Papuan ! Lands, ; Limited. With . reference to my recent visit to Papua, and to Mr. A. J. Boyd's estimated of profits, I consider it practicable, from information received on the spot and. from my own knowledge, that the - following profits can be earned:

After the sixth year the profits should Increase by a minimum of £50,000 per annum until the whole area proposed to be planted with rubber (provisionally fixed at 10,000 acres) is in full bearing. The cultivation of cocoanut trees for the production- of copra (the raw material from which cocoanut oil is manufactured) should also be proceeded with, thus providing a further considerable source of revenue after the sixth year from planting. To those unacquainted with the extraordinary fertility of these lands these estimates may appear high; but it will be observed that in every instance my estimate is considerably below those of the experts employed to report upon the properties, and who for many years have been engaged in official positions connected with tropical agriculture. Ihe initial cost of clearing and planting (inclusive of seeds and plants) I estimate at an average of £5 7s 6d per acre in the Dry Belt and £6 103 per acre in the Wet Belt, these figures being based on the assumption that our own labour will be employed. Contracts were actually offered to me when in Papua for clearing and planting (exclusive of seeds and plants) at the rate of £4 10s per acre for the Dry Belt, and £6 for the Wet Belt. In addition to this expenditure, however, it will be necessary before the above profits can be earned' to provide mills, wharves, warehouses, housing accommodation, offices, and means of transport. These facilities should be conceived in a liberal spirit with a view to the vast possibilities of the country, and the total cost of them will, therefore, be considerable. They will, however, provide for the output of a larger area than that; under consideration and for Jeallng with the' products obtained from other .planters and settlers. In my Judgment a fair proportion of this expenditure to be allocated to the area now under consideration for the purposes of this estimate is £110,000. ».-.', The above profits are subject to management and standing charges in Papua, .Australia, and London. , CHARLES A. DARLING. The above estimate of profits is based upon the cultivation of a portion only of the Company's' estates, and no account is taken of the profits to be derived from selling, leasing, or cultivating the Company's other lands, marketing the timber on the lands proposed to be acquired, . and utilising the Company's resources in the development of a rich and practically virgin territory. MINING. ;"' It is believed that the mineral wealth "of Papua in gold, silver, copper, and other metals is considerable. It,is proposed, however, to concentrate, the "energies- of the Company upon tropical agriculture and the general business and development; work above referred to, leaving the mineral exploitation of the country to another company (Papuan Minerals Exploration, Limited), which has been formed for this specific purpose. Under an agreement between the Vendor Company and Papuan Minerals Exploration, Limited, • the Vendor Company has agreed to transfer certain rights and render certain services to Papuan Minerals Exploration, Limited, «nd in consideration thereof 20 per cent, of the net profits of the latter Company available for distribution will , be payable to this Company. PURCHASE CONSIDERATION. The. Vendor Company (Papuan Lands Limited) is receiving from this Company bv way of purchase consideration a total sum '£275,000, but of this sum £52,000 onlv is payable in cash, and the balance is to be satisfied "by the allotment to. the Vendor Company or its nominees of 223,000 Ordinary shares of £1 each, which only rank for dividend after? per cent, has been paid upon the Participating Preference shares now offered for subscription. Under Agreements mentioned below, the Vendor Company is acquiring the leases "to be sold to this Company for a total consideration of £68,050, of which £1800 Is payable - in cash and £66,250 in Ordinary shares of this Company. In addition to the land's in respect of .which a consideration of £63,050 is payable to the original Vendors, the Vendor Company has itself acquired and is transferring leases to the extent of 10,000 acres, and has incurred considerable expense in regard to the -Expedition, negotiations and cognate matters. INFORMATION COMPLYING WITH COMPANIES ' '' :\'"- c ' ACT. ."; ,-. , . ; The following information is furnished in compliance, with the' provisions of the Companies (Consolidation) Act, 1908, section 81 :— The Contents . of the Memorandum of Association, with the names, descriptions, and addresses of the signatories and the number of shares subscribed for by them respectively, are printed in the fold of the Prospectus, and form part thereof. There are no Founders' or Management or Dei ferred Shares. The Articles dealing with the qualification and remuneration of Directors are as follows:—•' . ':■ ''■',< V. >, ' 88. Tho qualification of n Director, other than a first Director and any .local Director in' Australia, shall be the holding In his own right and as sole holder of Shares or Stock in the Company of the nominal value of £500. A Director may act before acquiring bis qualification, but shall in any case acquire the -same" within one month- from ■ his appointment, and:; unless lie shall do so he shall be deemed to have agreed to. take the said Shares from; the . Company, and the «ame, shall be forthwith allotted to him accordingly. •..',- \ <.'.-*•;•', v..-'-;"' ":;... j' 89. The fixed • remuneration '.''of'•'. the. Directors shall be the 'sum; of £3000 per, annpm, to be divided among them as they may 'determine, and, in default of such determination, equally* The remuneration shall be deemed to accrue front day to day, and shall be apportionable accordingly.. The Directors shall also be entitled to receive in each year ..a sum equivalent to five per cent, on the net profits of the Company available ; for distribution after making. provision for a dividend at the rate of £7 per cent, per annum of the Ordinary, shares. Such additional remuneration shall be divided among the Directors as they may determine, and, in default of such determination, equally. ; 90. If any Directors shall go or reside abroad on the Company's business, or otherwise render any services, whether of a temporary or continuing nature,'for which, in the opinion of the. Board! his ordinary remuneration under the last preceding Article is ' inadequate, the Board may arrange:; with such Director for such special remuneration for the said services, either by way of salary, 'commission, or the payment of a stated of money, or otherwise as the Directors In their absolute discretion may think fit. And the said special remuneration shall be in addition to any remuneration to which such Director would be entitled under the last preceding Article. ,';•;:-■- 107. The Directors may from time to time appoint' one or more of their body to be a Managing Director or Managing Directors of the Company, and may fix his or their remuneration, either by way of salary or commission, or bv conferring a right to participation in the profit's of-the Company, or by a combination of .two or more of those modes. ; , 115. The Directors may fix and pay the : remuneration of any Local Board or of the Local Managers in such manner as they .shall-think fit, and may . remove any Local Manager or Local Managers, and appoint another or others in his or their place or places.'' The following article defines the right of voting at meetings of the . Company:— 77. Upon a show of hands every Member present in person shall have one vote" only. Upon a poll every ■ Member, present ■ in person • or by proxy shall have one vote for every Share held by him on. which there are no calls in arrear. The Directors of .this Company are also interested in the Vendor Company to the following extent:—The ..Earl of Ranfurly and Mr. Duncon Elliott;Alves'as Directors and as holders of one share of ,£IOOO each, the Hon. John Greeley Jenkins, Sir ( Westby Brook Perceval, and Mr. W. A. i Horn . as the holders of one share of £1000 each, and Mr. Duncan Elliott Alves as being beneficially entitled , to ;, five shares of £1000 each. Under Agreement No. 24 the said Duncan Elliott' Alves . was ~■ beneficially entitled to one moiety of the share of £1000 in the Vendor Company vested'' in Benjamin Newgass; but under Agreement No. 25 the said Duncan Elliott Alves, sold such moiety to Edward Reginald Harvey, who is now the beneficial owner thereof. Under Agreement No. .23, the said . Hon. J. G. Jenkins holds the share of £1000 in the Vendor Company veslied in him in trust tor himself and Charles Alfred Darling, William Dalrymple Anderson, and Ernest Edward Head in equal shares.

3 The minimum subscription upon which the Direc--3 tors may proceed to allotment is £250,000, but - the Directors will not proceed to allotment until l they have received information that the amount applied for in Australasia is sufficient with the - amount applied for in England (inclusive of the i shares to be allotted to underwriters) to .make 3 a total of £500,000. .The amount payable on ap- - plication is 2s 6d per share, and the amount r payable on allotment 2s 6d per share. The immediate Vendors to, and Promoters of, the Com- ,' pany are Papuan Lands, Limited, whose registeri ed office in situate,at, 25, Old Broad-street, Loni don, E.C. The following contracts, which may be deemed i to be material, have been entered into: — » 1. An Agreement dated the 18th January, 1910, i and made between Papuan Lands, Limited, of the ono part, and Samuel Spencer, as trustee - for and on behalf of a Company intended to be i formed (being this Company), of the other part. t Under this Agreement the' Vendor Company is i to be paid for the properties to be acquired r by the Company £275,000, of which £52,000 is > to be paid in cash and the balance by the issue - and allotment to the Vendor Company or its ) nominee or'nominees of 223,000 Ordinary shares • in the Capital of the Company credited as fully > paid. By this Agreement the Vendor Company i for the same consideration agrees to assign to • this Company the benefit of Contract No. 26 below mentioned. 2. An Agreement dated 4th September, 1909, 1 and made between John Macdonald, Archibald f Alexander Hislop Hunter, Allan Mncgregor Sin- , clair, Evelyn James Metcalfe, George Love , Warry, William Millett Christian, and Claude i Musson of the one part and Papuan Lands, i Limited, of the other part. -Under this AgreeI rr.ent 30,000 of the above-mentioned 223,000 f Ordinary shares ore to be allotted to Claude i Musson, of 151. Elizabeth-street, Brisbane, Queens- « land, for and on behalf of himself , and John Macdonald (Civil Servant), Archibald Alexander t Hislop Hunter (Master Mariner), and Allan Mac--1 gregor Sinclair (Merchant), all of Port Moresby, in the. Territory of Pnpua; Evelyn James ■ Metcalfe, of Wellington Club, London (Gentleman); i George Love Warry, of Brisbane, Queensland . (Merchant); and William Millet Christian, of > Sydney, New South Wales (Grazier), who may be { Vendors within the meaning of the Act and are . interested in the said 30,000 shares in the follow- > proportions:—Claude Musson, 8800 shares; „John . Macdonald, 6000 shares; A. A. H. Hunter, 6000 . shares; A. M. Sinclair, 6000; E. J. Metcalfe, 100 chares; G. L. Warry, 100 shares; and W. M. Christian, 3000 shares. 3. An Agreement dated the 24th September , 1909, and made between Sir Pope Alexander Cooper, James Henry McConnel, John- Hunter 1 Brown, Thomas ; Herbert Brown, ; and ;PWi<> Matthew Bigge (known as " The ' Queensland 1 Papua Syndicate") and the said Thomas Her- ' bert Brown, John Hunter Brown, James Henry McConnel, Philip Matthew Blgge. and Claude ' Miißson, of the i one part, and Papuan Lands, ' Limited, of the other part. Under this Agree--1 rhent a further. 30,000 of the said 223,000 Ordinary ' Shares are to be allotted to the Queensland ! Papua Syndicate, or its nominees, the following ; persons being interested in the Bald 30,000 shares in the following proportions:—Sir Pope Alex- ■ antler Cooper, K.C.M.G., of Brisbane, in the State of Queensland . (Chief Justice of Queensland), 4700 shares; James Henry McConnel, of ' Cressbrook ; in the State of Queensland (Grazier), 4700 shares; John Hunter Brown, of Brisbane, aforesaid (Merchant), 4700 shares; Thomas Herbert Brown, of Brisbane, aforesaid (Merchant), i 4700 shares; Philip Matthew Bigge, ',' of Brisbane, aforesaid (Grazier), 4700 shares; and '.. Claude : Musson, of Brisbane, aforesaid (Stock and Station Agent), 6500 shares. 4. An Agreement dated 17th January, 1910, '. and made between Pacific Explorations, Limited, of the one part, and Papuan Lands, Limited, of the other part. Under this Agreement a fur- ! ther 5000 of the said 223,000 Ordinary Shares are to -be - allotted to , Pacific Explorations, Limited, of Gresham House,' London, E.G. 5. An Agreement dated the 17th January, : 1910, and made between Frank Spencer of the one part and Papuan Lands, Limited, of the other part. Under this Agreement a. further : 1000 of the said 223,000 Ordinary shares are to ; be allotted to Frank Spencer, of Port 1 Moresby, , aforesaid. 6. An Agreement constituted by- letter-': dated ' the 7th August, 1909, written by J. Frank Horn to Messrs. Jenkins and Darling. Under this Agreement a further 250 of the said - 223.0.10 Ordinary Shares are to be allotted to J. Frank i Horn, of Otomata : (Cape Rodney), •in the Territory of Papua. , Under the same Agreement, a sum of £400 in cash is payable to the said J. '• Frank Horn by the Vendor Company. ; 7. An Agreement dated the 2Ut day"of August, 1909, and made between Charles R. Baldwin of ' the one part and the Hon. John Greeley Jenkins 1 as agent for and on behalf of Papuan Lands, Limited, of the other part. Under this Agreement a sum of £1400 in cash Is payable by the Vendo'r Company to Charles B. Baldwin, of Port 1 Moresby, aforesaid. 8. "An Agreement constituted by letters dated ! the sth November, 1908, and 15th" January, 1909, and-by'a cable dated 16th' October, 1906, addressed by Duncan Elliott- Alves to Claude Musson. Under this Agreement the said Duncan , Elliott Alves has agreed to remunerate the said Claude Musson for service? rendered, but- the amount of such remuneration has not yet been " defined. >'VV ;: ■<,■■''•' -.-".-.-v.- '. 9. An Agreement dated the , 20th December, 1909, .'; and: made between Duncan Elliot Alves of the one, part -arid. Evelyn: James Metcalfe of. the other part. Under this Agreement the said D. R. Alves has agreed to pay to .- the said E. - J. - Metcalfe 2000 fully-paid Ordinary Shares of this Company, and to give to the said E. ,J. Metcalfe a call at par on 10,000 shares for services' rendered In connection with the acquisition of certain of the said- lands. -V-j 10. An Agreement dated the 20th December; 1909, constituted by a letter addressed by Duncan Elliott Alves to Murray Alford • Murray Clarke. Under this Agreement the said D. E. . Alves agrees to pay £300 in cash and £1000 in fully-paid Ordinary shares of the Company to the said M. A. M. Clarke : for services rendered, in connection with the acquisition, of,certain of the said lands. ' ' r ~ 11. An 'Agreement dated the 18th December, 1909, and made between Papuan Lands, Limited, of the one part and Samuel Spencer," as trustee • for and on behalf of a. Company intended to be formed (being . Papuan Minerals Exploration, Limited), of the other part. . ".. ;,' 12. An Agreement dated the 18th December, 1909. and made between Papuan Lands, Limited, of the one part and Samuel Spencer, as trustee for. and on behalf of accompany to be formed (beiaig this Company) of the other part. Under this Agreement Papuan Lands, Limited, underwrites 300,000 shares of the present issue for a commission of 10 per cent., payable as to one moiety thereof in cash and- as to the remaining moiety in fully-paid Ordinary Shares of, the Company. ■:■ ' . , 13. An Agreement dated the 18th December, 1909, and made between Duncan Elliott Alves of the one part and Samuel Spencer, as trustees for and on behalf of a Company' to be formed (being this Company), of the other part.. Under :• this agreement the said Duncan Elliott Alves i underwrites 100,000, Shares of this issue, for a '.- like commission, and it is further provided that, for the same'consideration and for" valuable services rendered, the .said Duncan Elliott Alves shall have the option for a period of four years after the first general allotment of • shares in the Company to take up at .par the whole or any part of one moiety of the initial share capital of the. Company remaining unissued, subject to the proviso that' after the first rear , the Company may request the said Duncan Elliott Alves to take up any number of shares.,not exceeding 10,000 in any calendar month, and In default of his so doing the option .shall to the extent of such request be forfeited. 14. An Agreement dated the 18th December, 1909, and made between W. A. Horn of the ' one part and Samuel Spencer as trustee for and ■ on behalf of a Company to be formed (being this Company) of the other part. Under this agree- ! ment W. A. Horn underwrites 100,000 Shares lof i this issue for a like commission, and it - is ! further provided that for the same consideration ■ and for- valuable services rendered ; the said i W. A. Horn shall have the option for a period • of four years after the first general allotment . of -shares, in the. Company to > take up at par : the whole or . any part of one moiety of the • initial share capital of the Company -i remaining unissued, subject to the proviso that after the first year the ■ Company, may request ' the said •-. W. A. Horn to toke up any number of shares I not exceeding 10,000 in any calendar month, and ■ 'in default of his so. doing the ■■option■• shall to the extent of such' request, be forfeited.

15. An Agreement dated ' the Ist June, 1309, and made between Duncan Elliott 'Alves of the first part, Papuan Lands, Limited, of the second part, and the several persons named in the Second Schedule thereto (being the Guarantors mentioned on the first page ot this Prospectus) of the third part. Under this Agreement the said Duncan Elliott Alves is entitled to receive, for services rendered, five shares of £1000 each, credited as fully paid in the Capital of the » endor Company. 16- An Agreement dated the 20th December, 1909, and mude between Papuan. Lands, Limited, of the one part and the several persons named in the Fourth Schedule thereto of the other part. Under this Agreement the' parties thereto of the second part (being the Guarantors mentioned on the first-page of this Prospectus, each agree to sub-underwrite 4166 shares of the present issue (making a total of 62,490 shares) for a commission of 10 per cent., payable as to one moiety thereof in cash, and as to the remaining moiety by the allotment of fully-paid Ordinary shares in (he capital of the Company. . Of the said Guarantors the following arc Directors of this Company The Earl of Ranfurlv, Sir West by Brook Perceval, the Hon. John Greeley Jenkins, Mr. W. A. Horn, and Mr. Duncan Elliott Alves. 17. An Agreement dated the 27th May, 1909, and made between Papuan Lands, Limited, of the one part and the Hon. John Greeley Jenkins of the other part. Under this , Agreement , the Honourable John Greeley Jenkins was paid by the Vendor Company a sum of £500 and expense's for proceeding to Papua and investigating the properties, .and has since been paid by them a further sum of £350 for subsequent services. '*. 18. An Agreement dated the Bth June, 1908, and made between Papuan Rands, Limited; of the one part and .Charles Alfred Darling' of the other purt. .If- An Agreement dated the 20th December, 1909, and made between Papuan Lands, Limited, of the one part and . Charles Alfred Darling of the other part. Under this Agreement the vendor Company agrees to give SCOO of tho above-mentioned 223,000 Ordinary shares to the said Charles Alfred Darling for services to be rendered. 20. An Agreement dated the 20th December, 1909, and made between Samuel f Spencer ' as trustee for' and on behalf of a Company -intended to be formed (being this Company) of the one part and Charles Alfred Darling o"f the other part. 21. An Agreement dated the 20th December, 1909. and made between Papuan Lands, Limited, of the one part, and Ellis and Company of the other part. Under this Agreement the Vendor Company agrees to give 1000 of the said 223 «" Ordinary shares to Ellis and Company (or services to 'be rendered. " ,'"'.., -■;'■ ■''■". "'-■■"' -■•' 22.- An Agreement dated the 20th December, 1903, and made between Papuan Lands, Limited,, of the one ( part and Myers and-Company of • the other part. Under this Agreement the Vendor Company agrees to give 1000 of the said 223.0C0 Ordinary shares to Myers and Company for services to be rendered. :' 23. An Agreement dated the Bth June, 1909, and made between the Honourable John Greeley Jenkins of the first part, Charles Alfred Darling of the second part, William Dalrymplc Anderson of the third part, and Ernest Edward Head of-the fourth part. 24. An Agreement constituted by a letter dated the 16th March. 1909, and addressed by Duncan. Elliott Alves to Benjamin Newgass. - 25. An Agreement, constituted ;rW a letter dated the 25th June", 1909, and addressed by Duncan Elliott Alves to Edward Reginald Harvey. ■ ;-': .■■■■.'■ ■ ' "'■;■■..',-.'■.■■■'■.■ 26. An Agreement dated the 15th January, 1910, and mode between Papuan Lands, Limited," of the one part, and Papuan Minerals Exploration, Limited,- of the other part. Under this Agreement . Papuan Minerals Exploration, Limited, adopts Contract No. 11, above mentioned. .. , ■ .. ;■■.■ ~ * .... . -.■.■-, • ,:' Various agreements and arrangements as to sub-underwritings have, been made, to none of which is the Company a party. The amount of the preliminary expenses (apart from the underwriting commission payable under Contracts J»os. 12, 13, and 14) is estimated at £20.000, and payable. by the Company. Under Contract No 1 the Vendor Company agrees to advance the, sums necessary for the formation and registration of this Company and the issue of its Prospectus, and is to be repaid the same by this Company. ■ . •■;' Copies of the Memorandum and Articles of Association of the. Company of the Papuan Land and Labour Ordinances and of the abovementioned Contracts can be inspected- at- the grace of the Company's Solicitors In London, I oris, Melbourne, Sydney, Brisbane, and Wellington, between, the hours of 11 a.m. and four p.m. whilst the Subscription List remains open. Applications for Shores must be • made on the form accompanying the Prospectus and be lodged at the Comnany's bankers, together with the deposit for the amount payable on application; in any-case where, no allotment 'is made the deposit will be returned in full, and when the number. of Shares allotted is less than the number applied for, the surplus will be credited in reduction of the amount payable on allotment. Failure to pay anv instalment when due on Shares allotted will render all previous payments liable to forfeiture. A Brokerage of 3d per Share will be paid by the Company,on all Shares allotted on applications bearing "Broker's Stamps. Application will be made to the London Stock Exchange for a Special Settlement in the Shares now being issued, and in. due course for an Official Quotation for the whole of the Ordinary Shares of the Company. Application will also be made for the Official Quotation of the Shares on the Australasian Stock Exchanges v The Prospectus and Forms of Application may be obtained at the Registered Office of the Company, and from the Bankers and Brokers. Dated the 15th February,, 1910. '' The above Is, a * copy. M, the' Prospectus as > filed with "the Registrar of Joint Stock Companies . in England, omitting only the Reports 1 which accompany and. form part of such Prospectus, but which are too lengthy for publication in an advertisement.' - , •;.'.' i ~' ? ', •. ... , Intending applicants for Shares are invited to apply for conies of the Prospectus; including such Reports, which can be obtained as above* stated.

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