---
title: "Farm-in and unincorporated joint venture heads of terms (mining tenement)"
url: "https://ailawframework.com/precedents/energy-resources-and-mining/farm-in-joint-venture-heads-of-terms"
type: "precedent"
site: "AI Law Framework"
id: "a13-farm-in-joint-venture-heads-of-terms"
area_id: "A13"
kind: "agreement"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-17"
---

# Farm-in and unincorporated joint venture heads of terms (mining tenement)

> Non-binding heads of terms for a farmee to earn an interest in exploration tenements by sole funding staged expenditure, then form an unincorporated joint venture.

Canonical page: https://ailawframework.com/precedents/energy-resources-and-mining/farm-in-joint-venture-heads-of-terms  
Law stated as at: 2026-10-17

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

- Kind: Agreement. A contract between two or more parties.
- Practice area: [Energy, Resources & Mining](https://ailawframework.com/precedents/energy-resources-and-mining.md)
- Jurisdictions: Australia, New South Wales
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-17
- Status: Maintained. Checked on 2026-10-17 against the 5 authorities it cites, for Australia and New South Wales.

## When to use it

Use at the term-sheet stage of an exploration farm-in. Do not use as the final farm-in or joint venture agreement, or for producing assets where offtake, marketing and project finance terms dominate.

## How AI may be used

AI may turn deal emails and the tenement schedule into a first-draft term sheet, but earn-in milestones, consents, tax and duty outcomes are settled by the lawyer.

**AI may:**

- Draft a first version of the heads from the lawyer's issues list and the parties' emails.
- Populate the tenement schedule from current register extracts, citing each extract.
- Compare the heads against the client's playbook and list departures.
- Produce a consents and conditions-precedent tracker from the agreed heads.

**AI must not:**

- Must not decide whether a transfer needs Ministerial approval, FIRB approval or other consent.
- Must not state the duty or tax outcome of the earn-in.
- Must not upload the other side's confidential data room material to a tool not approved for that data.

**The lawyer checks:**

- The expenditure definition, overhead cap and audit right reflect the agreed commercial position.
- Transfer approvals, third-party consents and pre-emption rights over the tenements are identified.
- Duty on the transfer of tenement interests (or landholder duty) has been checked in each state.
- Joint marketing or supply terms have been checked against the cartel provisions and the joint venture exceptions.

## Authorities

- [Mining Act 1992 (NSW) ss 120, 121 (application for and approval of transfer of an authority)](https://legislation.nsw.gov.au/view/html/inforce/current/act-1992-029#sec.120)
- [Competition and Consumer Act 2010 (Cth) ss 45AO, 45AP (joint venture exceptions to the cartel provisions)](https://www.legislation.gov.au/C2004A00109/latest/text)
- [ASX Listing Rules, Chapter 5 (reporting on mining exploration activities)](https://www.asx.com.au/about/regulation/rules-guidance-notes-and-waivers/asx-listing-rules-guidance-notes-and-waivers)
- [JORC Code, 2012 Edition (Competent Person and reporting of exploration results)](https://www.jorc.org/docs/JORC_code_2012.pdf)
- [Foreign Acquisitions and Takeovers Act 1975 (Cth) (foreign investment approval, where relevant)](https://www.legislation.gov.au/C2004A01402/latest/text)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/energy-resources-and-mining/farm-in-joint-venture-heads-of-terms and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*