PROSPECTUS.

New Zealand Herald, Volume XLVII, Issue 14301, 22 February 1910, Page 3

PROSPECTUS.

"his Companv lias been formed to acquire the ? undermentioned lands situate in British New Guinea (otherwise known as the territory of I'inua); to i promote the cultivation on such lands of , tropical produce on a large scale; to establish : , and carrv. on financial, mercantile, trading, and general development business; to develop the resources of the country, and to "construct ; light railways or tramways, roads, ■ harbours, wharves;- and other works of public or 'private utility; to encourage colonisation tnd agriculture 'by assisting and financing settlers; to ; utilise the 'Kona Falls on the Laloki River for anv industrial purpose; and for the other r bjects" set ' forth in - the Memorandum of Association. , HISTORY. . Tlio portion of New Guinea . now known as Papua, which i? in close proximity to the Queensland i Coast, "i was annexed to the British Crown about twenty years 'ago, and, on account of its nearness !to Australia and the, consequent necessity for protecting Australian interests, was, at the request of the Australian people, placed / un- , der ; the control of I the Commonwealth Government and granted a ; constitution on the 16th J November, 1905. The new territory was thrown ■ open by the Commonwealth .Government, for settlement, and;as •aC result, large areas of land ihave been selected for the cultivation of tropica! ;• produce andvfor.; other purposes, but the Territory - has J hitherto lacked the assistance of ' a strong financial company with ample capital and ■ initiative- to further individual 'effort. ■ . EXPEDITION* .TO I'AI'UA. 'J '' Having regard to its undoubted fertility, profusioni of indigenous plants, virgin forests, convenient 5 waterways, and ... mineral wealth,, this neglect: of . one sof - the few : undeveloped portions of the British Empire is remarkably, and is mainly due ; to' the : misconception -/which has hitherto -existed in regard to the > > curity of life and properly and the conditions of, health : affecting : Europeans. ' At. the present time, as the result of the progressive policy of the Commonwealth" Government, the Territory \is effi-: . ciently policed and protected, and the climate is," with | reasonable 1 precautions, not v unhealthy for |Europeans. The' foregoing information, which is ; based oil Government . reports, has -been confirm*, ed by an expedition '.recently despatched to the ; territory iby the A'endor Company. « This Expedition, on its departure from England, consisted of two gentlemen exceptionally qualified for the I purpose, viz. :—The : Hon. John Greeley - Jenkins, ;late Premier of South Australia, and Mr. Charles Alfred ; Darling, ; the prospective General Manager of the Company's business .in Papua. "With; the object of f obtaining; official support and co-opera- % tion 3 for the! Company, ; and information at first hand as to the. conditions under . which its work ' will be ; carried on,' Messrs. Jenkins and Darling, 1 in' June last;'proceeded to Australia, and subsequently visited Fapua. ■ In both • countries. they . were ' accorded , ! a - very sympathetic reception by the Government Departments concerned, and were given every, possible assistance and information. ' ■ - -. ' : > 7 " .'■ ■■ EXPERTS. , ' - The best expert advice available was engaged both in Australia and Papua, and an examination ; jwasi made of a |number; of properties : now under • offer to the Company. The results of this examination,' which . proved extremely - satisfactory, 7 are : embodied %in the Reports / which accompany j and form (part of, thissProspectus." - The 'experts who accompanied the Expedition were Mr. A. J. Boyd," of the! Queensland. Department, of Agriculture, and Mr. 11. A. Wickham, .the well-known Tara Rubber Expert.V Reports were also obtained from Mr. Gilbert Burnett, Chief District Forest i : Inspector Uto ii the Queensland ' Government, and Mr. A. S. Bloomfield, who is largely interested in Papuah industries, and is- the author of Tropical Agriculture in Papua." As a result of | the work of the Expedition much,: valuable information a has f. been obtained, and •; the Directors •are confident that the; development of this magnificent territory will afford unique opportunities 5 for the profitable employment of capital arid': the extension o! British industry and colonisation.

: GENERAL BUSINESS. •' ' It is proposed at once,to undertake loan, land, »nd mercantile business, and in connection therewith to establish otlices and stores at Tort 'Moresby, the commercial"centre and seat, of .wemment^'JWith; a J view to this object, leases ;° convenient lands in Port Moresby have been :■ outlined-by the Vendor Company from the.Government and a site for wharves arid warehouses *'th ample water frontage anil sufficient draught lor sea-going steamers has also been secured at, Abjvi ;jisland,: Cloudy Bay. Negotiations have >)» been opened with the Government with a vie* to obtaining certain concessions, and the Government has intimated that it is prepared to entertain the grant of a license lor the utilisation of the waters of the Bona Falls, on the Laloki River, ™ the generation of electrical power. The Bona jails are situated within 22 miles of Port Moresby- It is proposed that this ■ Company shall con"Wt? a slight -railway or tramway connecting . tort i Moresby with Sapphire Creek, and the ".uorerhmentj, has intimated that it is prepared , lo consider a proposal with a view to the neces*'7 legislation on the subject. Looking to the nßtti of settlers and others into the Territory, ~ a ; to the large> prospective industrial develop* . ; there should be ample scope for all these ecterpnees, ■

LANDS. rim 0 Company will secure, all rights and adstages, except as to minerajs," accruing from ™ Expeditions and negotiations before referred ; MBfKwill also ■ purchase Provisional Crown J,'?', 0 ' the following lands, which have been stinted subject to survey regulations under the 'putn Lam! Ordinance of. 1906:—-

.Viva acres Bltuate d on the Brown River. «',./} •> " in< the' Cloudy Bay District. \atri " <> on Itedscar Bay. » " in the Laloki River District. '4CM " >• ' n the Port Moresby District. ,'t'nS •Vi-i'*- „ in Orangerie Bay. 21 w. '* " in Milue Bay. ' ■j-r " „ at Cape Rodney. "52S » » in the Sogeri District. •• it at Galley Reach.

viri/n. 'amis total 112.000 acres, situated 111 eicn O ' ,RT( ? of 'ho Territory, all of which, sr. ii S crl, ar " ensv of access by water, and to in ll • u »'e<l ..partly in " the dry belt (rainfall 30 L m "] c " e per annum) for the growth of sisal ; P.!-|tohacco, cotton, etc., ami partly in the }~ »k v ; (rainfall 100 to 150 inches pc annum) •omi- t, ',® U a ' | 0" of rubber, cacao, cocoantits, hrric'» elC ' iti' a Pi'a lies outside the range of the Parifo nP *i « "ccnsiioiially ravage the Western .11>« «»t #n ■, or " 1 Queensland, and by reason of fciofall ?°i r -' fertility of its soil and splendid for ttL'" ' n an exceptionally favourable position Port, a..?' .'"Kriftulture. Moreover, as 110 exin are levied, the Company will possess inn »„i n 't {!. advantage over similar undertak- ■ ftj Stn,iiJ o I *' l in " IR federated Malay States, 'M to«»i ,'" eir| cnt.«, anil Java. The only form ,n <i 'f.p' n .°'her .than leasehold rentals, licenses, ifofU. n«' :W "J n . the shape of moderate revenue . 1 ! 10 !! certain Imports.

Tii (i LABOUR. Wiled of ,Ile Territory of Papua." "V '".P'rector of Agriculture and issued *ith the following statements ...inspect In Papuan labour :— ''• v MttitiPt'nnt , r ,' Papuan labour is considered ■ ''' the if i ,L aU 'l mi a-< quite equal to that jtttlij aswlot 0 ' or the Tamil of ilihiit vim' •2' , At " l 0 present time there '•Ptdrilv i,, iu '"Ventured Papuans working satis-*-'.,!,Jaifr'i 1,. , ' Crritory. They are principally lintt. m nlng. operations and pack-carrying $t< foment. i„ ,1" s ■ a,,( ' somewhat uncongenial emI' !f W nnmi "J m , IVI '" " this, character. .. . If kriiy itn,i„ n "Stives in the past have volun-"-irrnni "sn ,a * lcs " le .v will much more tlK#r'e n-,,,?... Km " l^ c for plantation work, as waw, ill , 0 agricultural pursuits. .. , 'i unit , 111 •' < '° 10* a month, with Tie chein 8 ? aeeonunodation." Jf'e a iSrfmJ''. lat :9» r will, it is believed, k'Conmanv'i ? nt ' ar 'or in the success of . . , pan * enterprise. Si .

Mr r, . MANAGRMKNT. Drincte.l '"' S rr eently visited and if' teliuiiulshld . l ,al l' ro l' er ties to be acquired, in London an i mrlal1 ! commercial postIftrJthe Cpninar v ti, Cltt( 'red " into an agreement i fyfua foe a icr L ' , a a L ** ( ' e " Lral Manager in c a period of five years. :

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, sugarcan of the lirst equality, rubber, cocoanuts, nutmegs, tobacco/ ginger, tireca palms, fibres, bancnas, 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 oil the lands proposed to lie acquired by the Company is exceedingly valuable, and consists of many varieties ,of hard and soft woods. 9 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" which should find a ready market. The Company is in treaty for further areas, specially selected for , their timber-bearing character, 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 : — have invariably found the best' timber on the higher' lauds,- and although I have met with immense areas of valuable timber on the low-lying country which fringes, the coast-line of tho Territory, I believe that in years to come, when the present available supply- is becoming exhausted, an even better of class of timber will be found on the ridgy country which leads up to the high mountain ranges." jI- " • «. : ~ . 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 5 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 Sheen submitted to the Liverpool Cotton Association (Limited), who handed the samples to Messrs. Wolstenholuia and Holland, who report as follows:—' ' " ' • ' :

" The qualities are most excellent and well worth further cultivation. . . . Sample A. — Grown at Rattle's, Papuan cotton in seed, value lljd when ginned. Uood colour, staple long and strong. Sample B.—Grown at Rattle'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. . V ■ SUGAR. 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 area, with the best varieties of cane and the latest tyi>es of machinery. • •

t RUBBER.

Rubber is also indigenous to Papua. The sources of the native supply consist of rubberyielding 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. 11. A. Wick him, the Para" rubber expert, who was responsible for the introduction, of Para rubber to the East, is at present engaged in planting an estate in Papua. Mr. ' Wick ham, who inspected the Cloudy Bay lands on offer to this Company, considered them very good for the growing of Para rubber trees. According to Mr. Darling's report-' Para rubber trees at 5$ years in Papua are as far forward as trees of seven years' growth in Ceylon. The Directors therefore anticipate a comparatively early and steadily increasing revenue ffloni rubber. ; LAND TENURE REGULATIONS. Agricultural and pastoral-leases, under section 16 of the Land Ordinance of 1906, have a maximum tenure of 99 years. The rent of agricultural leases is determined at 5 per cent., and of pastoral at 2i per cent, of the unimproved value of the land.' Leases are reappraised every twentyyears during their currency, but if on reappraisement the rent is raided more than onethird in the case of agricultural leases, and onefourth in the case of pastoral leases, the lessee may disclaim the lease, and shall thereupon l>e entitled to receive compensation for his improvements. For the first period of twenty years tho unimproved value of agricultural land has been assessed at five . shillings ' per acre,', and V pastoral land at one shilling per acre, making a rental of threepence per acre for agricultural laud 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 10 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 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 ot years specified in the Ordinance. ESTIMATE OF PROFITS. The subjoined 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 estimates 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 tlm profits should increase by a liiiuimum 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 cocoanufc trees for the production of copia (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 olHcial positions connected with tropical agriculture. The 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 10s per acre in the Wet Belt, these figures being based on the assumption that our own labour will he 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 alarger area : than that under consideration and for dealing with the products obtained from other planters and settlers. In my judgment a fair proportion of this expenditure to l>e allocated to the area now tinder consideration for the purposes of this estimate is £110,000. ' ■ '

The above profits are subject to 'management and standing charges in Papua, Australia, and Loudon. ' ' ; : ■■~ •v •

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 iands, 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. • v. MINING. It is believed that the mineral wealth of I'apua 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 arid 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, and in consideration thereof 20 per cent, of the net profits of the latter Company available for distribution will bo payable 10 this Company. ," " PURCHASE CONSIDERATION. The Vendor Company (Papuan Lands Limited) is receiving from this Company by way of purchase consideration a total sum" of * £275.000, but of this sum £52,000 only is pavable in cash, and the balance is to he 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 7 per cent, lias been paid upon the Participating Preference shares now ottered for subscription. Under Agreements mentioned below, /the Vendor Company is acquiring the leases. to be sold to this Companv 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 lands in respect "of which a consideration of £68,050 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

The following information is furnished in compliance with the provisions of the Companies (Consolidation) Act, 1908, section 81

Tho 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 tho fold of the Prospectus, and form part thereof. There are no Founders' or Management or Deferred Shares. The Articles dealing with the qualification and remuneration of Directors arc as follows:—

88. The qualification of a 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 his qualification, but shall in any case' acquire the, same within one month from his appointment, ; and unless he shall do. so he shall be i deemed to have agreed to tako the said Shares from the Company, and the same shall he forthwith, allotted to him accordingly. . 89. The fixed remuneration of the Directors shall be the sum of £3000 per annum, to lie divided among them as they may determine, and, in default of such determination, equally. The remuneration shall be deemed to accrue from day to day, and shall be apportionablc accordingly. The Directors shall also be entitled to receive in each year a sum equivalent to live, per cent, on the net profits of the Company available for distribution after making provision for a dividend at the rale 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 proceding 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 sum of money, or otherwise as the Directors in their absolute discretion may think fit. And tho 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 he a Managing Director or Managing Directors of the Company, and may tlx his or their remuneration, either by way of salary or commission, or by conferriryj 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 arid pay the remuneration of any Local Board or of "the Local Managers in such manner as they shall think lit, and may remove any Local' Manager or Local Managers, and appoint another or others in Ilia or their placo 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: — Karl of Itanfuriy and Mr. Dim,can Elliott A Ives as Directors and as holders of one share of £1000 each, the Hon. John fireeley Jenkins, Sir West by Brook Perceval, and Mr. W. A. Ilom as*, the holders of one share of £1000 each, and Mr. Duncan Elliott Alvcs as being beneficially entitled to five shares of £1000 each. Under Agreement So. 24 the said Duncan Elliott Alves was beneficially entitled to one moiety of the share of £1000 in* the Vendor Company vested in Benjamin Newjass; 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. CI. Jenkins holds the share of £1000 in the Vendor Company vested in him in trust for himself and Charles " Alfred Darling, William Dalrymplc Anderson, and Ernest Edward Head in equal shares.

The minimum subscription upon which the Directors may proceed to allotment is £250.000, but the Directors will not proceed to allotment until they have leceived information that the amount applied for in Australasia is siitlicient with the amount applied for in England (inclusive of the shares to tie allotted to underwriters) to make a total of £500,000. The amount payable on application is 2s 6d per share, and the amount payable on allotment 2s 6d per share. The immediate Vendors to, and Promoters of, the. Company are Papuan Lands, Limited, whose registered oflice is situate at 26, Old Broad-street, London, £.0. The following contracts,' which may be deemed to lie material, have been entered into: 1. An Agreement dated the 18tli January, 1910, 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 this Company), of the other part. Under this Agreement the Vendor Company is to be paid for the properties to be acquired by the Company £275,0C0, of which £52,0C0 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 tho Cflpital of the Company credited as fully paid. By this Agreement the Vendor Company 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, and made between John Macdonald,. Archibald Alexander Hislop Hunter, Allan Alacgrcgor Sinclair, Evelyn James Metcalfe, George Love Warry, William Millett Christian, and Claude Musnon of the. one part and, Papuan Lands, Limited, of the other part. Under this Agreement 30,000 of the above-mentioned 223,000 Ordinary shares are to be allotted to Claude Musson, of 351, Elizabeth-street, Brisbane, Queensland, for and on behalf of himself and John Macdonald (Civil. Servant), Archibald Alexander Hislop Hunter (Master Mariner), and Allan Macgregor Sinclair (Merchant), all of Port . Moresby, in the Territory of Papua; Evelyn James Metcalfe, of Wellington Club, London (Gentleman); 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 followproportions Claude Museon, 8800 shares ; John Macdonald, 6000 shares A.' A. If. Hunter, 6GOO shares; A. M. Sinclair, 6000; E. J. Metcalfe, 100 shares; 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 Brown, Thomas Herbert Brown, and Phili" ; Matthew Biggc (known as " The Queensland Papua Syndicate")' and the said Thomas Herbert Brown, John Hunter Brown, James Henry McConnel, Philip Matthew Biggc, and Claude Musson, of the one part, ami Papuan Lands, Limited, of the other part. Under this Agreement a further 30,000 of the said 223, Ordinary Shares (are to be allotted to the Queensland Papua Syndicate, or its nominees, the following persons being interested in the said 30,000 shares in the following proportions Sir Pope Alexander Cooper, K.C.M.0., ,of Brisbane, in the State ,i of Queensland (Chief Justice of Queensland), 4700 shares; James Henry McConnel, of Cressbroolr, in the State. of Queensland (Grazier), 4700 shares; John Hunter Brown, of Brisbane, aforesaid (Merchant), 47C0 shares; Thomas Herbert Brown, of Brisbane, aforesaid (Merchant), 4700 shares; Philip Matthew Bigge, of Brisbane, aforesaid (Grazier), 4700 shares; arid 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 I'apuan Lands, Limited, of the other part. Under this Agreement ft further 5000 of the said 223,000 Ordinary Shares are to be allotted to Pacific Explorations, Limited, of Gresham House, London, K.C.

5. An Agreement dated the 17tli January, 1910, and made between Frank Spencer of the one part and Papuan Lands, Limited, of - the other part. Under this Agreement a further 10C0 of the said 223,000 Ordinary shares are to be allotted to Frank Spencer, of Tort 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 223,000 Ordinary Shares are to bo allotted to J. Frank Horn, of Otomata ("Cape Rodney), in the Territory of Papua. ; Under the same Agreement a sum of £400 in cash is' payable to tho said J. Frank Horn by the Vendor Company. 7. An Agreement dated the 21st day of August, 1900, and made between Charles It. Baldwin of the one part and the Hon. John Greeley Jenkins as agent for and on behalf of Papuan Lands, Limited, of the other part. Under thin Agreement a sum of £1400 in cash Is payable) by the Vendor Company to Charles R. Baldwin, of Port Moresby, aforesaid. : 8. An Agreement constituted by letters dated tho sth November, 1908, and 15th January, 1909, and by a cable dated 16th October, 19G8, addressed by Duncan Elliott Alves to Claude) Musson. Under this Agreement the said Duncan Elliott Alves has agreed to remunerate, the said Claud? Musson for services rendered, but the amount of such remuneration has .not yet been defined. t r V -■ ■

9. An Agreement dated the 20th December, 1909, and made between Duncan Elliot Alves of tho one part and Evelyn James Metcalfe of the other part. Under this Agreement the said I). 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.

10. An Agreement (luted Hie 20lli December 1909, constituted by a letter addressed by Duncan Elliott Alves' to Murray Alford Murray Clarke. Under this Agreement the said 1). E. A Ives 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.

11. An Agreement dated the 18th December, 1909, .arid made between Papuan Lands, Limited, of the one part and Samuel Spencer, an trustee for and oil behalf of a Company intended to be formed (being Papuan Minerals Exploration, Limited!, of the other part. •

12. An Agreement dated Hie 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 to be formed (being 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 lie remaining moiety in fully-paid Ordinary Shares of (tie Company. 13. An Agreement dated the 18tli .December, 19C9, and made between Duncan Elliott Alvcs 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 underwrites 100,000 Shares of this issue for a like commission, and it is further provided that, for (lie 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 tlie 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 year 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 (lie extent of such request tie forfeited.

14. An Agreement dated the 18th December, 1900, 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 agreement \V. A. Horn 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 W. A. Horn shall have the option for a period of four years after the first general allotment of shares in tho 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 year the Company may request the said W. A. Horn 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 the extent of suds reciucst be forfeited.

15. An Agreement dated the Ist .Tune, 1903, and made between Duncan Elliott A Ives 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 A Ives is entitled to receive, for services rendered, flvo shares of £1000 each, credited as fully paid in the Capital of the Vendor Company. . - 16. An Agreement dated the 20th December, 1909, and made 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 the capital of the Company. Of the said Guarantors the following are Directors of this Company:—The Earl ~of llanfurly, Sir Westby Brook Perceval, the Hon. John Greeley Jenkins, Mr. VV. A. Horn, and Mr. Duncan Elliott Alves.

17. An Agreement dated the 27th May, 1909, and made between Papuan 1 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 expenses 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 Lands, Limited, of the one part and Charles Alfred Darling of the other part. 19. 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 5000 of. the above-mentioned 223,000 Ordinary shares to the said Charles Alfred Darling for services to be rendered.

20. An Agreement dated the 20tli December, 1303, and made between Samuel Spencer as trustee for and on behalf of a Company intended to he - formed (being this Company) of the one part and Charles' Alfred Darling of 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 for 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 223.000 Ordinary shares to Myers and Company for services to be rendered.

23. An Agreement dated the Bth June, 19C9, and made between the Honourable John Greeley Jenkins of the first part, Charles Alfred Darling of the second part, William Dalrymple 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 Xewgass. 25. An Agreement constituted liv a letter dated the 25th June, 1909, and addressed by Duncan Elliott Alves to Edward Reginald Harvey. v . .

26. An Agreement dated the 15th January, 1910. and made 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 suh-underwritings have been made, to none of which is the Company a party. The amount, of tho preliminary expenses (apart from the underwriting commission payable under Contracts Nos. 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 OfHoo of the Company's Solicitors in London! Paris, Melbourne,' Sydney, Brisbane, and Wellington, between the hours, of 11 a.m. and four p.m. whilst the Subscription List remains open Applications for Shares must be made on the form accompanying the Prospectus and be lodged at. the Company's bankers, together with the deposit for the amount parable on application In any case where no allotment is made the deposit will lie 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 any instalment when, due •on Shares allotted will render all previous payments liable to forfeiture. A Brokerage of 3d per Sliaro will be paid by the Company on a.ll Shares allotted on applications hearing 'Broker's Stamps. Application will-bo 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 (he Ordinary Shares of the Company. Application will also be made for the Official Quotation of the Shares on the Australasian Stock Exchanges The Prospectus and Forms of Application may bo obtained at the Registered Office of ; the Company. and from the. Bankers and Brokers. Dated tho 15th February,- 1910. '

The above is a copy of the Prospectus n filed with the Registrar of Joint Slock Companies in England, omitting only the Reports which accompany and form part of such Prospectus but which am too lengthy for publication in an advertisement. . - .

Intending applicants for Shares are invited to apply for copies of the Prospectus. including such Reports, which can lie obtained as above stated

This Form may he filled up and sent entire with Deposit of 2s 6d per .Share to (he Union Bank of ; Australia, Limited, at any of its under-mention-ed branches, viz., Melbourne. Sydney, Perth Brisbane. Hobart, or Wellington' (X.Z.), or to the Bank of Adelaide, at Adelaide. If remit-tance-he made by cheque, the same should i, diawn to Hearer," and crossed in favour of the Cankers. The British Now Guinea Development Company, Limited. CAPITAL ... ... £1,500,000, Divided into 1,000,000 Seven per Cent. Participating Preference Shares of £1 each, and 500,000 Ordinary Shares of £1 each. Offer of 500,000 Seven per Cent. Participating Preference Shares. V Payable as follows:—2-Utl per Share on Application. 2s 6d per Share on Allotment, and the Balance as and when required ill Calls not exceeding 5s per Share at intervals of not less than three months. FORM OF APPLICATION FOR SHARES. - To the Directors of the British New Guinea Development, Company, Limited. GKNTbKMKN*,—Having paid to your Bankers the sum of £ being a deposit of 2s 6d per Share payable on Application for Participating Preference Shares of £1 each in the above Company, I/we hereby request you to allot me/us that number of Shares, and I/we agree to accept such Shares, or any less number that may bo allotted to me/us upon the terms of the Company's Prospectus filed with the Registrar of Joint Stock Companies and of the Memorandum and Articles of Association of the Company, and I/we authorise you to place my name/our names upon the Register of Shareholders in respect of any Shares so allotted to me/us. Name in fu11,... (Mr., Mrs., or Miss) Address I Description . Ordinary Signature '. Date......... ID '

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