sec.138Right of first refusal

### sec.138 Right of first refusal An ML (coal) holder must offer to supply, on reasonable terms, any incidental coal seam gas in an overlapping area that is subject to the ML (coal), to which the ML (coal) holder is otherwise entitled under the Mineral Resources Act , section 318CN , to a petroleum resource authority holder in the overlapping area. The ML (coal) holder must make the offer by giving the petroleum resource authority holder written notice of the offer— for undiluted incidental coal seam gas in an IMA in the overlapping area—as early as practicable; or for diluted incidental coal seam gas in an IMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder— if the petroleum resource authority is a PL holder—a confirmation notice; or if the petroleum resource authority is an ATP holder—an 18 months notice; or for undiluted or diluted incidental coal seam gas in an RMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder the RMA notice. The petroleum resource authority holder may accept the offer— for an offer made under subsection (2) (a) or (b) —within 12 months after receiving the notice, or a later period agreed to by the ML (coal) holder; or for an offer made under subsection (2) (c) —within 3 months after receiving the notice, or a later period agreed to by the ML (coal) holder. If the petroleum resource authority holder accepts the offer, the petroleum resource authority holder must— enter into a contract with the ML (coal) holder for delivery of the gas; and take supply of the gas within 2 years after accepting the offer, or a later period agreed to by the ML (coal) holder; and pay the ML (coal) holder the amount of royalty that is payable for the gas under the Mineral Resources Act , section 320 . A contract mentioned in subsection (4) (a) must include the matters prescribed by regulation. If the petroleum resource authority holder does not accept the offer under subsection (3) , or take supply of the gas under subsection (4) , the ML (coal) holder may use the gas under the Mineral Resources Act , section 318CN . However, if the ML (coal) holder has not, under the Mineral Resources Act , section 318CN , used gas offered to a petroleum resource authority holder under subsection (2) (a) within 12 months after becoming entitled to use the gas under subsection (6) , the ML (coal) holder must not use the gas under the Mineral Resources Act , section 318CN until— the ML (coal) holder re-offers to supply the gas to the petroleum resource authority holder; and either— the petroleum resource authority holder rejects the re-offer; or 3 months, or a longer period agreed to by the ML (coal) holder, elapses after the re-offer is made without the petroleum resource authority holder accepting the re-offer. A notice of offer under subsection (2) , or a notice of re-offer under subsection (7) , must include the matters prescribed by regulation. This section does not limit or otherwise affect the obligations imposed on a petroleum resource authority holder under the P&G Act . (sec.138-ssec.1) An ML (coal) holder must offer to supply, on reasonable terms, any incidental coal seam gas in an overlapping area that is subject to the ML (coal), to which the ML (coal) holder is otherwise entitled under the Mineral Resources Act , section 318CN , to a petroleum resource authority holder in the overlapping area. (sec.138-ssec.2) The ML (coal) holder must make the offer by giving the petroleum resource authority holder written notice of the offer— for undiluted incidental coal seam gas in an IMA in the overlapping area—as early as practicable; or for diluted incidental coal seam gas in an IMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder— if the petroleum resource authority is a PL holder—a confirmation notice; or if the petroleum resource authority is an ATP holder—an 18 months notice; or for undiluted or diluted incidental coal seam gas in an RMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder the RMA notice. (sec.138-ssec.3) The petroleum resource authority holder may accept the offer— for an offer made under subsection (2) (a) or (b) —within 12 months after receiving the notice, or a later period agreed to by the ML (coal) holder; or for an offer made under subsection (2) (c) —within 3 months after receiving the notice, or a later period agreed to by the ML (coal) holder. (sec.138-ssec.4) If the petroleum resource authority holder accepts the offer, the petroleum resource authority holder must— enter into a contract with the ML (coal) holder for delivery of the gas; and take supply of the gas within 2 years after accepting the offer, or a later period agreed to by the ML (coal) holder; and pay the ML (coal) holder the amount of royalty that is payable for the gas under the Mineral Resources Act , section 320 . (sec.138-ssec.5) A contract mentioned in subsection (4) (a) must include the matters prescribed by regulation. (sec.138-ssec.6) If the petroleum resource authority holder does not accept the offer under subsection (3) , or take supply of the gas under subsection (4) , the ML (coal) holder may use the gas under the Mineral Resources Act , section 318CN . (sec.138-ssec.7) However, if the ML (coal) holder has not, under the Mineral Resources Act , section 318CN , used gas offered to a petroleum resource authority holder under subsection (2) (a) within 12 months after becoming entitled to use the gas under subsection (6) , the ML (coal) holder must not use the gas under the Mineral Resources Act , section 318CN until— the ML (coal) holder re-offers to supply the gas to the petroleum resource authority holder; and either— the petroleum resource authority holder rejects the re-offer; or 3 months, or a longer period agreed to by the ML (coal) holder, elapses after the re-offer is made without the petroleum resource authority holder accepting the re-offer. (sec.138-ssec.8) A notice of offer under subsection (2) , or a notice of re-offer under subsection (7) , must include the matters prescribed by regulation. (sec.138-ssec.9) This section does not limit or otherwise affect the obligations imposed on a petroleum resource authority holder under the P&G Act . - (a) for undiluted incidental coal seam gas in an IMA in the overlapping area—as early as practicable; or - (b) for diluted incidental coal seam gas in an IMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder— (i) if the petroleum resource authority is a PL holder—a confirmation notice; or (ii) if the petroleum resource authority is an ATP holder—an 18 months notice; or - (i) if the petroleum resource authority is a PL holder—a confirmation notice; or - (ii) if the petroleum resource authority is an ATP holder—an 18 months notice; or - (c) for undiluted or diluted incidental coal seam gas in an RMA in the overlapping area—when the ML (coal) holder gives the petroleum resource authority holder the RMA notice. - (i) if the petroleum resource authority is a PL holder—a confirmation notice; or - (ii) if the petroleum resource authority is an ATP holder—an 18 months notice; or - (a) for an offer made under subsection (2) (a) or (b) —within 12 months after receiving the notice, or a later period agreed to by the ML (coal) holder; or - (b) for an offer made under subsection (2) (c) —within 3 months after receiving the notice, or a later period agreed to by the ML (coal) holder. - (a) enter into a contract with the ML (coal) holder for delivery of the gas; and - (b) take supply of the gas within 2 years after accepting the offer, or a later period agreed to by the ML (coal) holder; and - (c) pay the ML (coal) holder the amount of royalty that is payable for the gas under the Mineral Resources Act , section 320 . - (a) the ML (coal) holder re-offers to supply the gas to the petroleum resource authority holder; and - (b) either— (i) the petroleum resource authority holder rejects the re-offer; or (ii) 3 months, or a longer period agreed to by the ML (coal) holder, elapses after the re-offer is made without the petroleum resource authority holder accepting the re-offer. - (i) the petroleum resource authority holder rejects the re-offer; or - (ii) 3 months, or a longer period agreed to by the ML (coal) holder, elapses after the re-offer is made without the petroleum resource authority holder accepting the re-offer. - (i) the petroleum resource authority holder rejects the re-offer; or - (ii) 3 months, or a longer period agreed to by the ML (coal) holder, elapses after the re-offer is made without the petroleum resource authority holder accepting the re-offer.