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GOE-FANTRO RANGE is entered into, by and between the REPUBLIC OF

LIBERIA through its Government represented by Jonathan A Mason Minister

Mmrstry of Lands M*ies & Energy (hereinafter referred to as the "Government”)


BHP Billiton World Exploration Inc. a corporation existing and doing business

under the laws of British Colombia. Canada represented by Ciaran Halpm its

Manager West Africa (hereinafter referred to as the 'Operator) hereby


WHEREAS title to Minerals within the territory of the Republic of Libena is vested in

the Republic of Ubena (the Republic) and all nghts related to the exploration for and

exploitation of such minerals pertain exclusively to the Republic and

WHEREAS the Mnstry of Lands. Mines & Energy through the Mirvster of

Lands Mines & Energy is by law charged with the responsOfcty of administering the

mineral laws of the Repute and m that process to ensure the efficient development

of the mining industry, and

WHEREAS the Government is determined to accelerate the development of the

mining industry of Liberia, and therefore desires to promote the Development of

minerals which may exist in exploration areas for the economic and social benefit of

Ubena and recognizes that a large capital expenditure is necessary to ensvxe that

such minerals are economically and efficiently developed; and

WHEREAS. Government agrees to grant the Operator such mineral nghts and

privileges In consideration of the undertaking by the Operator to make annual

payments and to pay rents, royalties and other fees hereinafter prescribed and to

perform and observe the terms and conditions of this agreement.

NOW, THEREFORE for and m consideration of the premises the mutual

promises exchanged between the parties hereto (the Parties), terms and conditions

herein contained, the Parties hereto mutualy agree as follows:



Unless the context she* otherwise dearly inocate. the foflowmg

terms wherever used * this Agreement Shan have the

respective meanings set forth below

1.1 Affiliate: Means an entity that controls is controlled by or

is under common control of the Operator For purposes of

this section, control means the possession directly or

indirectly, by one entity of more than fifty percent (50%) of

the equity of or the voting power of another entity

1.2 Centre: the term -Centre' means the International Centre

for Settlement of Investment Disputes established under

the auspices of the International Bank for Reconstruction

and Development

U Convention the term -Convention- means the

Convention on the Settlement of Investment Disputes

between States and Nationals erf Other States opened to

signature at Washmgton DC United States of America

on March 18. 1965

1.4 Effective Date The term -Effective Date" means the

dale provided in Section 26. on which this Agreement

shall become effective.

1.5 Exploration Area The term "Exploration Area" means at

any particular time the area or areas then designated in

accordance with Section 3 2. but only during the

Exploration Period

1.6 Exploration Period The term "Exploration Penod'

means the period described in Section 2 1.

1.7 Government The term "Government" includes all of the

branches, divisions, instrumentalities and agencies of the

Government of the Republic of libena

1.8 Infrastructure The term "infrastructure" means assets of

the following types

(a) Immovable transportation and communication facilities

(including roads bridges, railroads, airports, landing

strips and landing pads for aircraft, hangars and other

airport facilities, garages, channels, tramways,

pipelines and radio. telephone. tolograph.

 telecommunications and electronic or other form* of

communications facilities)

(b) Immovable port faafcbee (including docks harbors

piers retbes breakwaters lermnjl faofcbe* and

warehouses and loadmg end urtoedaig feafcbee).

(c) Immovable power, water and sewerage facilities

(including electncal generating plants and

transmission Imes dams water drains water

supply systems and Systems for disposing of

takings plant waste and sewage)

(d) Immovable public welfare facilities (including

schools, hospitals and public halls);

(e) Miscellaneous immovable facilities used primanly

in connection with the operation of other facilities

(including offices machine shops foundries, repair

shops and warehouses), and,

(0 Movable facilities and equipment atfixed to and

used as an integral pari of the immovable facilities

described in paragraphs (a) through (a)

1.9 Operations and Activities The lean -Operations and

Activities' means the appraisal and exploration mining

and management operations of BMP Billiton World

Exploration Inc

1.10 Operator The term -Operator means BMP Billiton

World Exploration Inc

1.11 Plant and Equipment The term 'Plant and Equipment-

means the following assets (other than infrastructure)

used for Operations and Activities

(a) Movable and immovable faokties and equipment

to met. crush, sluice dredge, waah screen dry

beneficial© and otherwise explore for or produce

Iron Ore.

used pnmarty n connector with the operator of

the toregong (including offices, macfsne shops,

foixidnes repa* shops end warehouses)

(c) Movable and anmovatke faafebet and equipment

tor the maintenance of personnel (including



 dwellings, stores mess hails and recreational

facilities), and

(d) Movable facilities and equipment used in

connection with any of the infrastructure

1.14 Produce The term "Produce” as used in reference to

Iron Ore deposit shall include drill, develop, extract, strip,

mine, sluice, dredge process (including benefiaate.

concentrate or otherwise treat), stockpile, transport, load

sell and export, for the account of the operator.

1.16 Production The term "Production" as used in reference

to Iron Ore shall mean the commercial exploitation of Iron

Ore found in the Exploration Area and all activities in

respect of or incidental thereto including the design,

construction. installation. fabrication operation,

maintenance, dnllmg. development, extraction, stripping

mining, sluicing, dredging, processing (including

beneficiation, concentration or othor treatment),

stockpiling, transportation, loading, sale and exportation

by the Operator


2.1 The term of this Agreement sha* commence on the

Effective Date and shall expire at the earlier of (a) such

time as the Operator shall have completed exploration

activities and resource evaluation, or (b) three (3) years

after the Effective Date with an extension of two (2)

years at the option of the Operator plus any period of

renewal to which the Government may agree


3.1 Grant of Exploration Rights On the terms and

conditions herein provided the Government hereby grants

to the operator, dunng the period hereinafter defined

commtnang with the Effective Date plus any extension of

such period to which the Government may agree

(referred to herein as the "Exploration Period") the

exclusive right to explore for Iron Ore Deposits and

appraise the existing Iron Ore deposits in the Exploration


3.2 Exploration Area

(a) The Exploration area shal be m the Goe Fantro_

Area Grand Bassa and Margitx Counties as

identified on the attached map with metes and


 bounds or coordinates attached hereto as

Appendix "A” and covenng an area of 54.363


(b) The Operator shall commonce exploration as soon

as possible after the Effective Date but not later

than 180 days after the Effective Date

3.3 Surrender of Exploration Area Unless the Minister and

the Operator otherwise agree

(a) At or before the end of the Initial term of the

Exploration Period, the Operator shall surrender a

minimum of fifty percent (50%) of the Onginal

exploration area

(b) At or before the end of the term of this agreement

as set out in section 2.1 above the Operator shall

surrender the remainder of the Exploration Area

and. upon such surrender, the Exploration License

shall automatically terminate

(c) Notwithstanding paragraphs 3.3 (b) above, if the

Operator wishes to retain all of. or any part of. the

Exploration area upon expiry of the exploration

penod. it shall have the nght to do so by applying

for a mineral development agreement over the


3.4 Minimum Expenditures

(a) Commencing no later than %a (6) months after the

Effective Date the Operator sha« d*gen#y and withoiX

interruption explore for and evaluate Iron Ore deposits

within the Exploration Area

(b) During the Exploration Period the Operator shall expend

not less than Unrted States Dollars one (US$1 00) per

acre dunng each calendar year as Exploration Costs the

latter bemg defined to compose al of the Operator s

managerial and corporate costs related to exploration

SECTION 4.0 Pilot Mining Rights

The Operator m addition to exploration, is hereby also granted

the nght to produce Iron Ore under a pilot mmmg plan to be

approved by the Minister of Lands Mines and Energy such total

production not to exceed not to exceed 5000 metric tones

SECTION 5.0 Mineral Development Agreement

Dunng or by the expiry of the Exploration Period the Operator

may apply for a Mineral Development Agreement This

agreement shall be concluded in accordance with the Minerals

and Mining Laws and Regulations of Liberia


6.1 Grant of Right*: Subject to the terms and conditions

herein provided and solely for the purposes incidental to

the exerase of the rights granted to the Operator under

Sections 3 and 4 of this Agreement the Government

hereby grants to the Operator the right, within the

Exploration Areas

(a) To acquire, bmkd and construct Infrastructure. Plant

and Eqiapment and other facilities, and to

maintain and operate the same;

(b) To remove, extract and use solely for its own

exploration purpose, free of tax or other charge or

fee imposed by the Government any water

gravel sand. day. stone and timber (except

protected fauna and flora), provided however that

where any land vtfages houses person, or

watering places for animals have been supplied

water by nght through custom, the Operator shall

not deprive them of a constant and reasonably

supply of usable water, nor shall the Operator

without the Government's consent interfere with

any water or other rights enjoyed by anyone under

any agreement with the Government

6.2 Rosorvation of Rights The Government reserves the

nght. subject to section 7 2. on reasonable notice to and

after consultation with, the Operator, to construct roads

highways, railroads, telegraph and telephone lines and

other lines of communication within the Exploration Area

6.3 Condemnation If the use of any privately owned or

occupied property within the Exploration Area is

reasonably required for the conduct of operations

hereunder, and the Operator is unable to come to an

agreement with the owner or occupant of such property

for such use. the Operator may request the Government,

which request shall not be unreasonably denied, to

exercise its right of eminent domain with respect to such

property The Operator shall reimburse the Government

for any compensation paid or payable to the private


 owner or occupant as a result of the Governments

exercise of such right



7.1 Construction by Operator The Operator shall, at its

own cost undertake the construction installation and

approvement of all or any part of the infrastructure Al

such Infrastructure shall be ma**amed and operated by

the Operator in a reasonably good manner

7.2 The Government warrants not exercising its rights to

expropriate land m the Exploration Area if such

expropriation shal m any way hinder the development of

the Operation and Activities



8.1 Best Exploration Practices The Operator shall conduct

al of its operations hereunder using appropriate modem

and effective Plant and Equipment Infrastructure

materials and methods Such operations shall be

conducted in a proper and workmanlike manner with due

diligence, efficiency and economy, tn accordance with the

laws of Liberia and with the best fmmng and engataenng

practices used by efficient operators m similar operations

elsewhere m the world


The Operator shall install maintain and use modern health and

safety devices and shall practice modern health and safety

procedures and precautions (including, regular safety training

instruction for its employees) as are in accordance with the best

exploration and mining engmeenng practices, and acceptable

labor safety standard In this respect, the Operator shall comply

with health and safety rules, regulations, and Laws of the




10.1 Employment of Liberians The Operator shall not

employ foreign unskilled labor To the maximum extent

feasible, the Operator shall employ Liberian citizens at all


10.2 Training of Liberians The Operator shall provide on a

continuing basis for the training of its Liberian employees


 m order to qualify them for skilled technical

administrative and managerial positions

10.3 At least two (2) professionals from the Ministry shal be

seconded to the Operator's operations at the expense of

the Operator, provided that the Operator wiH be entitled to

utilize these two professionals at other operations in

Liberia at its discretion



11.1 The Operator shall encourage economic and social

development dunng the term of his operation and shall

provide for meetings on a regular bases between

representatives of the Operator and the local

commurvbes for the purposes of considering and making

recommendations to the Operator and to the Government

with respect to matters of community interest, such that it

shall not hinder the Operator's work

11.2 Natural Resources The Operator shad take preventive,

corrective and/or restorative measures to ensure that all

streams and water bodies within or bordering Liberia all

dry land surfaces and the atmosphere be protected from

pollution, contamination or damage resulbng from

Operations hereunder

11.3 Environmental Impact Statement The parties recognize

that Operations may result in some pollution

contamination or other environmental damage to land

water and the atmosphere within the contract area and

elsewhere Accordingly the Operator shall submit to the

Minister, Lands Mines and Energy, the commencement of

exploration and production an Environmental Impact

Statement (EIS) The EIS shall show the adverse effects

operations will have on the environment and review plans

to mitigate such effects


The Operator shall provide all capital necessary for the effective

exploration for Iron Ore In this connection, the Operator shall at

all times maintain a reasonable and prudent capital structure


13.1 In Goneral The Operator shall be liable to all taxes, fees,

duties, excises, and other charges imposed by Liberian


 Laws of general application except as may be otherwise

prowled by ether laws and administrative regulations

granting exemptions from customs duties and excise


13.2 Income Tax The Operator shall be subject to Liberian

Income Tax Law of General Application except that

notwithstanding any provisions of such laws the rate of

tax applicable to all the taxable income of the Operator

Shan be thirty percent (30%)

SECTION 14.0 Exploration Fees and Surface Rental

14.1 The Operator shal make an annual payment of Fifteen

Thousand United States Dollars (US$15,000 00) for the

grant or renewal of the Exploration and Resource

Appraisal License

14.2 The Operator shall make a payment of Tlwty United

States Cents (US$0 30 per acre for land in exploration

and Five United States Doiars (US$5 00) per acre for

land under pic* mining

14.3 The first payment for the exploration license fee and

surface rental shall be made in within ten (10) days of the

Effective Date Subsequent payments shall be made

within thirty (30) days after each subsequent anniversary

of the Effective Date



15.1 Availability of Records The Operator shall maintain at

its pnncipal office w Liberia or at such other office as the

Government may approve

(a) Copies of all maps, geological, mining, or other

earth science reports and mineral analysis

(together with all field data which supports such

reports or data), production records, marketing

report and any other data obtained or compiled by

the Operator as a result of mining Operations and

Activities All information, data and material

specified in this paragraph shall be in a form

suitable for reproduction, use or processing as the

case may be The Operator shall have the nght to

temporanly remove such samples and other data

from such location and (on pnor notice to the


Government) from Liberia for the purpose of study

and evaluation

(b) The Operator shall keep the Government fully

informed of aH Operations and Activities, wherever

conducted, and of its plans in respect thereof The

Government shall have the right to monitor

exploration and pilot mining operations and

Activities from time to time and a reasonable

number of Government personnel may. upon pnoc

notice to the Operator, at reasonable times and

subject to compliance with the Operator’s health

safety and security requirements, attend and

inspect Mining Operations and Activities

conducted in Liberia

(c) Within thirty <3Q) rtay* aftPT tt*> end of ea

calendar quarter the Operator shall provide the

-Govgnrftenrwith~a report on all Operations and

Activities for that calendar quarter including

"Minerals recovered and sold Within ninety (90)

days after the end of each Financial Year, the

Operator shall furnish the Government with a

report on all Mining Operations for that Financial

Year, including Minerals recovered and sold

15.3 Roports; The Operator shall submit such reports to the

Government, in such form in such detail and at such

time, as may be reasonably required by law or as the

Government may otherwise require with respect to

exploration production, employment and training

marketing and such other matters as may be related to

the conduct of operations hereunder

15.4 Inspection The Government may. upon reasonable

notification to the Operator, inspect the books and

records of the Operator, and any all facilities and area

related to the Operator's operation as provided

hereunder The Operator shall make its appropriate

employee available to render assistance with respect to

any such inspection.

15.5 Confidentiality of Operator’s Roports The Government

shall treat all information supplied by the Operator

hereunder as confidential and shall not reveal such

information to a third party without the poor written

consent of the Operator which consent shall not be

unreasonably withheld


 Financial information about the Operator shall however

be treated as confidential for a period o1 one (1) year,

commencing as of the date of submission of such

information The Government may nevertheless use any

such information received from the Operator for the

purpose of prepanng and publishing general records or

statistics on natural resources or other conditions m

Libena. and in connection with any dispute between the

Government and the Operator



This Agreement and any interest therein may not be transferred

or assigned, or mortgaged, pledged or otherwise encumbered,

in whole or in part, without the Government's pnor written

approval (which approval will not unreasonably be withheld)

unless to an affiliate



17.1 Except as provided In this Section, failure on the part of

the Operator to comply with any of the conditions hereof

(except the obligation to make payment of monies to the

Government as provided in Section 14 hereof) shall not

be grounds for cancellation or give the Government any

claim for damages insofar as such failure arises from

force majeure. if the Operator has taken all appropriate

precautions, due care and reasonable alternative

measures with the objective of avoiding such failure and

of carrying out its obligations hereunder The Operator

shall take all reasonable measures to cure such failure

and to fulfill the terms and conditions hereof with a

minimum of delay

The Operator shall notify the Government within sixty (60)

days of an event of force majeure affecting its ability to

fulfill the terms and conditions hereof or any event, which

may endanger the natural resources of Liberia and

similarly notify the Government of efforts being made to

restore normal conditions within seven (7) days thereof

For purpose of this Section 17, force majeure includes an

act of God. war. insurrection, civil commotion, riot revolt,

earthquake, storm, flood or any other extraordinary event

which the Operator could not reasonably be expected to

prevent or control but shall not include any event caused

by a failure to observe the best mining and engmeenng

practices or by the negligence of the Operator or any of

its employees or contractors If; as a consequence of

force majeure. operations hereunder remain in

substantially total suspension for an uninterrupted penod


 of more than three (3) months, the duration of the term of

this Agreement shall be extended by the time of such


17.2 Except as hereinafter provided the time for the

performance of any obligation (except the obligation to

make payment of money) of the Operator under or arising

out of this Agreement whch performance is hindered

prevented or delayed by force majeure as well as any

other tune periods and dates set forth *i this Agreement,

shall be extended by the period of delay, but not longer

than the continuance thereof and such additional period

as may be reasonable In the circumstances, and the

Operator shall not be liable in damages or otherwise to

the other nor shall any action, claim or demand be taken

or made against the Operator by reason solely of such

delay in the performance of such obligation.

17.3 The Operator shall use all reasonable diligence to

remove the cause of the force majeure as quickly as

practicable after notice of the same shall have come to its

attention, save and except that this provision shall not. in

and of itself require the Operator to settle any strike,

lockout ban "go slow" activity, stoppage restraint of labor

or other similar ("Industrial Dispute”).


18.1 Accounting. Al of the Operator s accounting under tfxs

Agreement shall be m United States Dollars and all

amounts paid or received, and obligations incurred or

transactions carried out m currency that«legal tender m

the Republic or in any Foreign Currency other than

United States Dollars shall be converted to United States

Dollars in accordance with and pursuant to generally

internationally accepted accounting pn no pies (except to

the extent inconsistent with the terms of this Agreement)

based upon the Prevailing Market Rate of Exchange of

United States Dollars and any such currency at the date

of the applicable transaction

18.2 Exchango Control. The Operator shall at all times have

the right, without restriction, directly or indirectly, of the

Government to obtain, hold, deal with and disburse funds

in such manner, currencies and places as it chooses

Without prejudice to the generality of the foregoing the

Operator shall have the unrestncted and unencumbered

right to sell and receive payment for Minerals in any

currency, including the currency in which the Minerals are



sokl. and all proceeds there from may be deposited in

bank accounts outside of the Republic and heW there or

remitted there from to anywhere in the worW

in any currency. Notwithstanding the foregoing the

Operator shall maintain at least one bank account with a

bank or financial institution in the Republic of Liberia

The Operator shall also have the right to acquire from

and sell to. any Person currency that is legal tender m the

Republic at the Prevailing Market Rate of Exchange

Additionally any and all transactions between the

Government and the Operator dealing with or referring to

currency that is legal tender in the Republic will be

converted to United States Dollars at the Prevailing

Market Rate of Exchange on the date of such transaction

Currency gains or losses for purposes of Section 20 shall

be determined by reference to the Prevailing Market Rate

of Exchange

18.3 Currency of Payment. Payment of the Operator's direct

obligations to the Government for Taxes and Duties

payable under Sections 18, 19. 20. and 21 of this

Agreement shall be in United States Dollars, unless the

Parties otherwise agree Any obligation onginally stated

in currency that is legal tender in the Republic, or in any

currency other than United States Dollars will be

converted to United States Dollars at the Prevailing

Market Rate of Exchange on the date such obligation is

paid, or shall fall due whichever is earlier

However the Operator shall make payments of sums it

collects on behalf of the Government, including but not

limited to, taxes withheld from the salaries or wages of

the employees of the Operator, and any other sums

payable to other Persons from which a portion is required

by Law to be withheld or retained by the Operator on

behalf of the Government, in the currency in which such

salanes or wages or such other sums are collected The

Operator shall have the right to make all other payments

whether to the Government or to other Persons in

currency that is legal tender in the Republic

18.4 Right to Remit and Receive Payments. The Operator

shall have the right to remit and receive in United States

Dollars all payments of divWends. interest, pnnapal and

other property payable items ansing from, as a result of.

or related to Operations and to do so free of Taxes and

Duties on such remittances or receipts and without

penalties, any required total or partial surrender


 exchange or confiscation of such United States Dollars,

or other direct or indirect restrictions on such remittances

or receipts

18.5 Audit.

a. The Operator shall cause its books of accounts to

be audited within three (3) months, or such longer

period of time as the Minister may approve, after

the close of each Financial or Fiscal Year by an

internationally recognized independent auditor

selected by the Operator and satisfactory to the

Government and a copy of the annual financial

statement duly certified by said auditor shall be

furnished to the Government within twenty (20)

days after its receipt by the Operator The

foregoing shall not, in any way imply acceptance

of any such audit or certification by the

Government, or preclude the Government from

auditing such books of accounts but at the

Government's expense

b. The foregoing shall not in any way imply

acceptance of any such audit or certification by the

Government or preclude the Government from

auditing such books of accounts at its own

expense and as provided under Law. provided that

the Government shall provide the Operator with a

copy of any such audit within forty five (45) days of

receipt However, once either the Government or

the Operator has audited any book of accounts,

the financial statement thus audited shall be

considered acceptable and the audit results

binding and conclusive as to its findings, unless a

Party shall have indicated to the contrary within

ninety (90) days after its receipt of a copy of the

audited financial statement

c. If the Operator has. pursuant to this Agreement,

underpaid its liability for Taxes and Duties, the

Government may, subject to the Revenue and

Finance Law. assess interest and penalties but not

to exceed the London Interbank Offenng Rate

(LIBOR) existing at the time of such assessment,

plus one (1) percentage point, multiplied by the

amount underpaid. If LIBOR should cease to be

reported, then the rate to be applied shall be

another agreed substitute rate If the Operator has

overpaid its liability for Taxes and Duties then, at


 its option, it may elect either to be reimbursed by

the Government or to apply such overpayment

against future Taxes and Duties

d In case a review of records or books outside of the

Republic is required, the Operator will cooperate to

provide the Government with copies of the

information, books and records needed to

complete the audit If the Government

nonetheless deems it necessary for any part of

such audit to be performed outside of the

Republic, the cost of associated travel will be

borne by the Government



19.1 Imports.

The Operator shall be entitled to import and use m respect

of Operations, and subsequently export, any and aH

machinery, equipment consumable items, fuels,

explosives and any other thing whatsoever reasonably

required with respect to Operations and in accordance

with the terms of this Agreement, provided, however, that

the Operator shall not re-export fuels and explosives

surplus to requirements if such surplus can be sold at

competitive international prices within the Republic The

Operator shall at all time comply with Law regarding the

safe use. sale disposal and security of explosives

19.2 Taxes on Resale. The Operator may sell in the Republic,

all imported items that are no longer needed for

Operations However if such imports were exempted

from Taxes and Duties the Operator shall MU all

formalities required in connection with the payment by the

purchaser of all Taxes and Duties on the depreciated

value of the imports imposed on such salea by Law


20.1 Right of Assignment. The Operator shall have the nght

to assign or otherwise dispose of all or part of its interest

under this Agreement with the poor written consent of the

Government (which consent shall not be unreasonably

withheld) provided, however that such consent shall not

be required in the case of an assignment or other

disposition to an Affiliate in which latter event the

Operator shall not be relieved of its obligations under this

Agreement other than to the extent fulNled by the


 Affiliate However any request to cede Of assign any

rights to a joint venture partner writ be fully atowed and

any assignment that « legally required to protect the

merest of the jotot-venbxe partner w* be accepted

20.2 Right to Encumber The Operator aha* have the right to

mortgage charge or othenmse eoaanber al or part of its

merest under tfss Agreement tor toe purpose of raiang

from one or more Affiliates or tfsrd parbes. financing for

20.3 Notice of Assignment or Encumbrance. The Operator

shall promptly give Notice to the Minister of any

assignment mortgage charge or other disposition or

encumbrance pursuant to th* Section 20



21.1 Termination by the Operator Dunng the Exploration

Period the Operator may surrender by not leee toen sixty

(60) days nobce to the Government al its nghts

hereunder n respect of al or any pert of the Exploration

Area and the Operator aha* be relaved of al obbgabons

to respect of area so surrendered except those

obligations that may have accrued prior to the Effective

Date of. or ansmg out of or related to the surrender

21.2 Termination by the Government. Subject to the

provisions of Section 21. the Government shall have the

right to terminate this Agreement if any of the following

events (hereinafter called "Events of Default") shall occur

and be continuing

a) where the Operator shall fail to make any

of the payments described in this Agreement on

the due payment date and such default is not

cured within thirty (30) days after notice by the

Government (or within such longer period as may

be specified in said notice).

b) where the Operator shall materially fall to comply

with its obligations or any other conditions under

this Agreement and such failure shall have a

materially adverse effect on the Government and

is not cured within ninety (90) days after nobce by

the Government or within such period as may be

specified to said nobce


 c) where the Operator shall (i) voluntarily dissolve,

liquidate or wind up its affairs or make an

assignment of a» or substantaBy a I of its assets

for the benefit of creditors other than an

assignment made to secure indebtedness mcurred

m the ordinary course of business fa) We a petition

or apphcabon to any tribunal for the appointment of

a trustee or receiver for all or any substantial part

of the Operators assets (■) commence any

proceedings for its bankruptcy, reorganization,

arrangement, insolvency or readjustment of debt

under the laws of any jurisdiction, whether now or

hereafter In effect, or if any such petition or

application is filed, or any such proceedings are

commenced against it, shall indicate its approval

thereof, consent thereto or acquiescence therein,

or (iv) if any order is entered appointing any such

trustee or receiver, or adjudicating the Operator

bankrupt or insolvent, or approving the petition in

any such proceedings, and provided that the

Operator shall fail to take corrective measure(s) to

have such order removed or lifted within sixty (60)


d) where the Operator shall fail to carry out

Exploration as required by Section 3. cease

Exploration for a penod of twelve (12) consecutive

months or coase Production with respect to aM

Production Areas for a penod of twenty four (24)

consecutive months unless such failure or

cessation is consented to by the Government or is

caused by a state of force majeure m particular

relating to security issues preventing safe access

to the Exploration or Production Areas

21.3 Opportunity to Cure. In the case of an alleged Event of

Default described m Section 21.2. the Government

before taking any further action, shall provide Notice to

the Operator of the alleged occurrence of such Event of

Default and of the Governments views in that regard and

shall offer the Operator a fair opportunity to consult with

the Government to resolve the matter If. after a

reasonable penod of time of consultation, the

Government is of the reasonable opinion that the matter

cannot be resolved by further consultation the

Government may then send to the Operator Notice of the

Governments mention to terminate this Agreement If

the Event of Default «s not cured within sixty (60) days

after said Notice, or witfxn such longer period as may be


 necessary to allow a reasonable period of time to effect

such cure, then this Agreement shall be terminated

21.4 Disputes Regarding Events of Default.

Notwithstanding the provisions of Sections 21 2 and 21 3,

if the Operator disputes whether there has been an Event

of Default described in Section 21.2 and. within sixty (60)

days after receipt by the Operator of the Government8

Notice of its intention to terminate, refers such dispute to

arbitration in accordance with Section 22, then

termination of this Agreement shall not take effect untl

the finality of, and m accordance with, an arbitration

award uphddmg the Government s right to termrate


22.1 Submission to Arbitration. Any dispute between the

Government and the Operator arising out of. n relation to

or in connection with this Agreement or its formation, or the

vahdity interpretation performance. termination

enforceability or breach of this Agreement (indudmg any

depute concerning whether the Government or the

Operator has violated or is m breach of this Agreement or

of any Law affecting the rights obligations or duties of any

Party under this Agreement), for which resolution by

submission to an expert is not specifically provided

elsewhere in this Agreement shall be exclusively and finally

settled by binding arbitration pursuant to the Convention in

accordance with the rules of the Centre in effect on the

Effective Date except to the extent in conflict with this

Section 22 which shall prevail in that event

The Parties agree that this Agreement and the Operator's

Operations pursuant thereto constitute an "investment" by

reason of the expenditure of a considerable amount of

money in the Republic and that for purposes of

Article 25(1) of the Convention, any dispute subject to this

Section 22 is a legal dispute ansing directly out of an

investment Either of the Parties to such dispute may

institute arbitration proceedings by giving Notice to the

other Party and Notice to the Secretary-General of the

Centre including in each a statement of the issues in


22.2 Nationality for Purposes of Arbitration. The Operator is

incorporated in British Colombia. Canada

22.3 Arbitrators. Any arbitral tribunal constituted pursuant to

this Agreement shall consist of one (1) arbitrator to bo


appointed by the Government one (1) arbitrator to be

appointed by Operator and one (1) arbitrator, who shall be

the president of the tnbunal and shall be a Citizen neither of

the Repubbc nor of the United States of America (or of any

other state of which a Party « a national uider Section

22 2) to be appointed by the Secretary-General of the

Centre No such arbitrator shall have an interest in the

matters in dispute.

22.4 Roforoe. At the request of a Party, any matter otherwise

subject to arbitration under this Agreement shall instead be

referred for resolution to a single referee to be appointed by

the Secretary-General of the Centre, or of any successor

entity as provided for by Section 22 10 below except for

any <*spute arising out of or related to Sections 3. 4 5 6

20. 21. 23. of this Agreement which must be referred to

arbitrators appointed pursuant to Section 22 3 above

unless the Parties jointly agree that any such dispute is not

material m which event it may be referred to the referee for

decision at the option of either party

The decision of the referee shall be rendered pursuant to

Section 22 6 of this Agreement (except as regards the

requirement for a decision by majority vote) and shall be

final and binding unless appealed by any Party to

arbitrators appointed as provided in this Section 22 4 who

shal1 examine the referees decision only as to manifest

error of law findngs of fact that are not supported by any

credible evidence and abuse of aiAhonty rmsconcfcjct or

other unauthonzed act by the referee

22.5 Venue. Arbitration proceedings conducted pursuant to this

Agreement shall be held In Washington. DC or such other

place as the Parties may agree and shall be conducted in

the English language The costs of the proceedings shall

be assessed and borne in such manner as the arbitral

tnbunal shall decide Any procedural issues that cannot be

determined under the arbitral rules of the Centre shall be

determined pursuant to applicable law as set forth below

22.6 Award. The arbitrators shall by majority vote, render a

wntten decision stating the reasons for their award within

three (3) months after any hearing conducted has been

concluded Any monetary award shall be assessed and

payable in Dollars (determined at the Prevailing Market

Rate of Exchange as of the date of the award if the award

involved an obligation expressed in any currency other than

Dollars) through a bank designated by the recipient, and in

the case of an award to the Operator, shall be exempt from

any Taxes and Duties imposed by Government Each


Party shall bear its own costs and attorney fees Neither

Party shall have any liability for either consequential

damages (except for purposes of set off) or exemplary or

punitive damages, but interest at a rate not to exceed the

London Inter-bank Offering Rate (LIBOR) existing at the

time of such award, plus one (1) percentage point,

multiplied by the amount of the award, shall be assessed

from the date of any monetary award until its satisfaction

If LIBOR should cease to be reported, then the rate to be

applied shall be another substitute rate agreed to by a

majority of the arbitrators In any case the liability of the

Operator shall be limited to the net book value of its

investment in the Republic at the time of the award

If the decision of the arbitral tribunal is adverse to the

Operator then the arbitral tribunal may. In its discretion,

specify a reasonable period of grace to cure any defect or

default on the part of the Operator provided that such

period of grace shall not exceed one hundred eighty (180)

days for the making of any payment required by such


22.7 Waiver of Sovereign Immunity, (he Government hereby

irrevocably waives all claims of Immunity from the

Arbitrators' jurisdiction, and from the enforcement of any

arbitral award rendered by a tnbunal constituted pursuant

to this Agreement including immunity from service of

process and immunity from the junadicbon of any court

situated in any state country or nation

22.8 Reservation of Rights. The nght to refer a daim or

dispute to arbitration hereunder shall not be affected by the

fact that a claimant or respondent has received full or

partial compensation from another Person for a loss or

Bijury that is the object of the claim or dispute, and any

such other Person may participate m such proceed ngs by

22.9 Nature of Award. The Parties agree that the arbitral

award of any arbitral tnbunal constituted pursuant to this

Agreement may contain such orders (including orders for

specific performance, other equitable relief or monetary

damages) in respect of or affecting any of the Parties (and

any loss or damage suffered by any of them) as such

arbitral tribunal determines to be appropriate in the

circumstances The Parties subject to the* respective

obligations contained elsewhere in this Agreement shall

take ail such actions as are necessary to give full and

complete effect to the award which, m accordance with its

terms, shall be binding upon and enforceable against them


 22 10 Succ---sor*. The coo---nt lo the Mis4c*on of the Centre

as set forth *1 this Secaon 22 shea equety bxid any

Agreement Shoufo Ihe Cenee be replaced by or tt

functions be substantial conferred upon or be transferred

to. any new international body of a similar type and

competence, the Partes shall have the right to submit any

dispute to such body for settlement by arbitration in

accordance with the foregoing provisions of this Section 22


(•) or other commurxcabons (collectivefy referred to herein as

•communications") required by provided for, In. or relative to this

Agreement shad be in wntng All communications shall be

delivered, in case of the Government to

The Minister of Lands. Mines & Energy

Ministry of Lands. Mines & Energy

P.O Box 10-9024

1000 Monrovia 10. Liberia

And in the case of the Operator to

Tho Exploration Manager

BHP Billiton World Exploration Inc

Monrovia. Liberia

or such other address as may be designated m writing by the


A delivery of a commurscabon shafl be deemed effective only

when marfed. poetage prepaid and return recent re<*jested

Nothing xi this Section shal be deemed to relieve the Operator


from filing any report, return or other communication required by

Libenan Laws of general application at the time and in the

SECTION 24.0 manner therein prescribed


The failure of either party at any time to require performance by

the other party of any provisions hereunder shall in no way

affect the right of that party thereafter to enforce tho same or

shall it effect the party's right to enforce any of the other

provisions of this Agreement nor shad the waiver by either party

of the breach of any provisions hereof be taken or heW to be a


 waiver of any subsequent breach of such provision or as a

wavier of the provision itself


25.1 The Operator shall, dunng the term of this Agreement

and for such period thereafter as may be reasonable,

continue to have corporate existence as well as all

corporate rights powers purposes and duties set forth

and described in this Agreement, and in its Articles of

Incorporation and By-Laws as the same may from time-

to-bme be amended m accordance with their terms

25.2 The ownership of any Mineral shall pass from the

Government to the Operator at the time that the Mineral

in the Exploration Area is excavated by the Operator

25.3 Subject to the obigations of the Operator and the

Government elsewhere contained in this Agreement the

Operator shall ensure that it complies with the


25.4 The Government and Operator shall each be the

beneficiary of the rights granted to it under this

Agreement No other person shall have any rights under

this Agreement unless a Party or unless otherwise

specifically provided in this Agreement

25.5 Each Party she! execute such documents and do such

further things as may be necessary to grve fiil and

complete effect to the provisions of this Agreement

26 0 EFFECTIVE DATE This Agreement shal become effective and be landing on

the Parties when executed by them


IN WITNESS WHEREOF the Parties have executed this Agreement through their

respective duly authorized representatives, on the day month and year indicated


Signed in ___ on the day of ____ A.D. 2005.