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between the REPUBLIC OF LIBERIA, through its Government represented

by the Deputy Minister for Operations of the Ministry of Lands, Mines &

Energy (hereinafter referred to as the "Government")


G-10 EXPLORATION INC., a corporation existing and doing business under

the laws of Liberia represented by Len Lindstrom its Chief Executive Officer

(hereinafter referred to as the “Operator*), hereby:


WHEREAS, title to Minerals within the territory of the Republic of Liberia is

vested in the Republic of Liberia (the Republic) and all rights related to the

exploration for and exploitation of such minerals pertain exclusively to the

Republic: and

WHEREAS, the Ministry of Lands. Mines & Energy through the Minister of

Lands. Mines & Energy is by law charged with the responsibility of

administering the mineral laws of the Republic and in that process to ensure

the efficient development of the mining industry; and

WHEREAS, the Operator has successfully completed a program of

reconnaissance work of the selected areas, 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 lor the

economic and social benefit of Liberia and recognizes that a large capital

expenditure is necessary to ensure that such minerals are economically and

efficiently developed; and

WHEREAS, Government agrees to grant the Operator such mineral rights

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


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

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

conditions herein contained, the Parties hereto mutually agree as follows



Unless the context shall otherwise clearly indicate, the following leims

wherevor used irt this Agreement shall have the respective meanings

set forth below

1.1 Affiliato: Means a Person that controls, is controlled by or is under

common control with the Operator. For purposes of this section, control

means the possession, directly or indirectly, by one person of more than

fifty percent (50%) of the equity of or the voting power in another person

1.2 Associated Minerals The term “Associated Minerals" means any

mineral, metal element or precious or semi precious stone(s) other than

Gold which is found, discovered, mined, removed, extracted or otherwise

produced as an incident to the Operator's activities in exploiting a Gold

Deposit or Deposits

1.3 Contra: tho term ’Centro' means the International Centre lor Settlement

of Investment Disputes established under the auspices of the

International Bank for Reconstruction and Development

1.4 Convention: the term "Convention" means tho Convention on tho

Settlement of Investment Disputes between States and Nationals of

Other States opened to signature at Washington. DC. VJnrted States of

America on March 18.1965

1.5 Effective Date: The term "Effective Date" means the date, provided in

Section 26. on which this Agreement shall become effective

1.6 Exploration Area: The term "Exploration Area" means at any particular

time the area or areas then designated m accordance with Section 3 2.

but only dunng the Exploration Period

1.7 Exploration Period The term "Exploration Period" means die p*-noo

described in Section 2 1

1.8 Gold Deposit The term "Gold Deposit" moans a deposit whose

predominate economic value, as determined by the result of exploratory

dotting, is attributable to the Gold contained therein and which

character as to permit the economic production thereof

1.9 Government The term "Government" includes all of the branches

divisions, instrumentalities and agencies of the Government of trie

Republic of Ltoeha.

1.10 Infrastructure The term "infrastructure" means assots ol the following


(a) Immovable transportation and communication facilities (including

roads bridges, railroads, airports, landing strips and landing puds

for aircraft, hangars and other airport facilities, garages, channels,

tramways. pipelines and radio. telephone. telegraph,

telecommunications, and electronic or other forms of

communications facilities),

(b) Immovable port facilities (including docks, harbors, piers, jetties,

breakwaters, terminal facilities and warehouses and loading and

unloading facilities);

(c) Immovable power, wator and sewerage facilities (including electrical

generating plants and transmission lines, dams, water drains water

supply systems and Systems for disposing of tailings plant waste

and sewage);

(d) Immovable public welfare facilities (including schools, hospitals and

public halls);

(e) Miscellaneous immovable faabties used pnmanty in connection with

the operation of other facilities (ncloding offices machine shops

foundries, repair shops and warehouses); and.

(0 Movable faafcties and equipment affixed to and used as an integral

part of the immovable facilities desenbed m paragraphs (a) through


1.11 Operations and Activities The term "Operations and Activities" means

the exploration, mining and management operations of G-10


1.12 Oporator: The term "Operator means G-10 EXPLORATION INC.

1.13 Plant and Equipment: The lerm “Plant and Equipment" means the

following assets (other lhan infrastructure) used lor Operations and


(a) Movable and immovable facilities and equipment to mine, crush,

sluice, dredge, wash, screen, dry. beneficiate. and otherwise

explore for or produce Gold and/or Associated Minerals;

(b) Movable and immovable facilities and equipment used primarily in

connection with the operation of the foregoing (including offices

machine shops, foundries, repair shops and warehouses).


 (c) Movable and immovable facilities and equipment lor the

maintenance of personnel (including dwellings, stores, mess halls

and recreational facilities), and

(d) Movable facilities and equ^jment used m connection with any of the


1.14 Produce The term "Produce' as used m reference to Gold. Associated

Minerals or any oilier mineral deposit shall include dnll. develop, extract,

strip, mine, sluice, dredge, process (including benefioate. concentrate or

otherwise treat), stockpile, transport, load, sell and export, for the

account of the operator

1.15 Production The term "Production" as used n reference to Gold

Associated Minerals or any other minerals, shall mean the commercial

exploitation of Minerals found in the Exploration Area and all activities in

respect of or incidental thereto, including the design, construction,

installation, fabrication, operation, maintenance, drilling, development

extraction, stripping, mining, sluicing, dredging, processing (including

benefication. concentration or other treatment) stockpiling,

transportation, loading sale and exportation by the Operator


2.1 1 he term of this Agreement shall commence on the Effective Date and

shall expire at the earlier of (a) such hme as the Operator shall have

completed exploration activities, or (b) three (3) years after the

Effective Date, wilh an extension of another (2) years at the option &

the Operator plus any period of renewal to which the Government may



3.1 Grant of Exploration Rights On the terms and conditions here

provided the Government hereby grants to the operator during the

period hereinafter defined, commencing with the Effective Date plus

any extension of such period to which the Government may agree

(referred to heroin as the "Exploration Period") the exclusive right to

explore for Gold. Diamonds. Associated Minerals and any other

mineral deposit ( except iron ore ) in the Exploration Area



3.2 Exploration Area

(a) The Exploration areas shall be in Belefuam, Bom I, Lofa River,

St Paul Rivor and Tubmanburg Aroa. as identified on IImj

attached map. with metes and bounds or coordinates attached

hereto as Appendix "A"

(b) The Operator shall commence exploration as soon as possible

after the Effective Date but not later than 180 days after the

Effective Date.

(c) At the end of the Exploration Period, the Exploration Area shall

cease to exist

3.3 Surrender of Exploration Aroa 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 Ongmal exploration area.

(b) At or before the end of the extension of the Exploration Period, the

Operator shall surrender the remainder of the Exploration Area

and. upon such surrender, the Exploration License shaH

automatically terminate.

(c) Notwithstanding paragraphs 3.3 (b) above if the Opt-i.itor wish.-s

to retain all of, or any part of. the Exploration area upon expiry of

the exploration period, it shall have the right to do so by appiyir j

for a mineral development agreement over tl»e area

3.4 Minimum Expenditures

(a) Commencing no later than six (6) months after the Effective Dato,

the Operator shaH diligently and without interruption explore for

gold, associated minerals and any other mineral deposit within the

Exploration Area, and should the Operator fail to so comply in

accordance with the provisions of this section, then this

Agreement shaH be liable to cancellation

(b) During the Exploration Period, the Operator shall expend not loss

than Two United States Dollars (US$2 00) per acre during each

calendar year as Exploration Costs, the latter being defined to

comprise all of the Operator's managerial and corporate cosls

related to exploration



4.0 Pilot Mining Rights

The Operator, in addition to exploration is hereby also granted the

right to produce gold, associated minerals and any other mineral undei

a pilot mining plan to be approved by the Minister of Lands. Mines and


5.0 Mineral Development Agreement

During or by the expiry of the Exploration Period, the Operator may

apply (or 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 Rights Subject to the terms and conditions heroin provided

and solely for the purposes incidental to the exercise ol the rights

granted to tho Operator under Sections 3 and 4 of this Agreement, the

Government hereby grants to the Operator the right, wilhin the

Exploration Areas:

(a) To acquire, build, and construct Infrastructure Plant .ind

Equipment, and other facilities and lo maintain and operate the


(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. clay, stone and timber

(except protected fauna and flora); provided however, that where

any land, villages, houses, person, or watering places for animals

have been supplied water by right through custom, the Operator

shall not deprive them of a constant and reasonably supply of

usable water, nor shall the Operator wilhoul the Government’s

consent, interfere with any water or other rights enjoyed by

anyone under any agreement with the Government

6.2 Reservation of Rights: The Government reserves the right, 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 pnvately owned or occupied properly

within the Exploration Area is reasonably required for the conduct ot

operations hereunder, and tho Operator is unable to come to an

agreement with the owner or occupant of such property for such use,

the Operator may request tho Government which request shall not be

unreasonably denied, to exercise its right of eminent domain with

respect to such properly The Operator shall reenburse the

Government for any compensation paid or payable to the private owner

or occupant as a result of the Government's exercise of such right


7.1 Construction by Operator The Operator shall, at its own cost

undertake the construction, installation and ■nprovement of al or any

part of the infrastructure AM such Infrastructure shaH be maintained

and operated by the Operator m a reasonably good manner

7.2 The Government warrants not to exercise its rights to expropriate land

in the Exploration Area if such oxpropnation shall in any way hinder the

development of the Operation and Activities.


8.1 Boat Exploration Practicos: The Operator shall conduct al of its

operations hereunder using appropriate modern and effective Plant

and Equipment, Infrastructure, materials and methods Such

operations shall be conducted in n proper and workmanlike manner,

with due diligence, efficiency and economy, in accordance with Un¬

laws of Liberia and with the best mining and engineering practices

used by efficient operators in similar operations, elsewhere in the


8.2 Maximum Economic Oporation

(a) The Operator shall use its best efforts to produce Gold and

associated minerals from oach Pilot Mining Aroa and at the

maximum capacity of each Production Area consistent with the

optimum economic development of all Production Areas

Production shall not be restricted to high grades of Gold and other

minerals, to the neglect of lower grades

 (b) The Operator shai use its best efforts to sefl Go*d and any

Associated Minerals produced at the maximum prices poss^le m

the light of the prevailing utemational market prices and

conditions, and in accordance with good competitive business

practices generally accepted at the time The Operator hereby

undertakes to sell at least 95% of all Gold or Associated Minerals

within forty- five (45) days after their production Notwithstanding

the foregoing, with the prior approval of the Government, the

Operator shall have the right to delay the sale of a greater

proportion of the Gold, and/or Associated Minerals produced

beyond the said forty five (45) day period, upon such terms and

conditions as the parties may agree.


The Operator shall install, maintain and use modem health and safety

devices and shall practice modem 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 Government


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 levels

10.2 Training of Liberians: The Operator shall provide on a continuing

basis for the training of its Liberian employees in order to qualify them

for skilled, technical administrative and managerial positions

10.3 At least two (2) professionals (mining engmoers/geotogists) from

the Ministry shall be seconded to the Operator's operations at the

expense of the Operator


11.1 The Operator shall encourage economic and social development

during the term of his operation and shall provide for meetings on a

regular basis between representatives of the Operator and the local

communities 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 shall 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

resulting from operations hereunder, as per Section 7.0 hereof; and

that any existing pollution, contamination and damage of or to such

water bodies, land surfaces, and atmosphere resulting from operations

hereunder be rectified, and that the terrain, in general be restored to

and left in a usable state for purposes which are economically or

socially desirable


The Operator shall provide all capital necessary for the economic and

profitable exploration for Gold and Associated Minerals and the

production of these Minerals under this Agreement In this connection,

the Operator shall at all times maintain a reasonable and prudent

capital structure


13.1 In General: The Operator shall be liable to all taxes fees duties,

excises, and other charges imposed by Liberian Laws of genera

application, except as may be otherwise provided by other laws and

administrative regulations granting exemptions from customs duties

and excise taxes.

13.2 INCOME TAX The Operator shall be subject to Libenan 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 shall be thirty percent (30%).


14.1 Gold The Operation shall pay to the Government a royaltv in respect

ol all gold discovered during exploration and produced under pilot

mining The amount of such royalty shall be 3% of the selling prices

f o b. Monrovia for the Gold and Diamond The royalty shall be paid

within thirty days of export


14.2 Associated Minerals and other Mineral Deposits The Operator

shall also pay to the Government a Royalty In respect of any

Associated Minerals or any other mineral, as defined in Section 1.2

produced hereunder and shipped or otherwise disposed of by the

Operator. The amount of said royalty shall be negotiated and agreed

upon by the parties

15.0 Exploration Fees and SURFACE RENTAL

15.1 The Operator shall make an annual payment of Five Thousand

United States Dollars (US$5.000 00) for the grant or renewal of the

Exploration License

15.2 The Operator shall make annual lump sum rental payments of

US$35.000 00 to the Government for all unsurrendered portions of the

Exploration Area in the first two years and Eighteen US Cents (US$0 18) per

acre thereafter The Operator shall also make a payment of Three United

States Dollars (US$3 00) per acre for all areas operated under pilot mining

15.3 The first payment for the exploration license fee and surface

rental shai be made in accordance with a plan to be mutually agreed between

the parties Subsequent payments shall be made within thirty (30) days after

each subsequent anniversary of the Effective Date


16.1 AvatiabaMy of Records The Operator stet maintain at «s

principal office m Ubena or at such other office as the Government

may approve

(a) Copies of aN maps, geotog^ai rwnmg. or other earth science

reports and mineral analysis (together with al field data vrtvch

suj^w^ts such reports or data), production records marketing

report and any other data obtained or compded by the Operator

as a result mining Operations and Activities AN 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 OperW shaN have the nght to temporarily remove

such tampfee and other data from such location and (on poor

notice to frie Government) from Liberia for the purpose of study

and evaluation


(b) The Operator shall Keep the Government fu»y informed of all

Operations and Activities, wherever conducted, and of its plans

respect thereof The Government shall have the right to monitor

exploration and pilot mmng operations and Activities from twne to

time and a reasonable number of Government personnel may

upon prior notice to the Operator at reasonable times and subject

to compliance with the Operator s security requirements, attend

and inspect Mining Operations and Activities conducted in Liberia

(c) Within thirty (30) days after the end of each calendar quarter the

Operator shall provide ttie Government with 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 recovorod and sold

16.3 Reports The Operator shall submit such reports to the Government, in

such form, in such detail, and at such time, as may be 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 bo rotated to the conduct of operations


16.4 Inspection The Government may. upon reasonable notrficafion fo fhe

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 shai make its appropriate employee available

to render assistance with respect to any such inspection

16.5 Confidentiality of Operator's Reports The Government shall treat aH

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 of 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

preparing and publishing general records or statistics on natural

resources or other conditions m Liberia, 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 Governments poor written approval unless to an

affiliate However, any request to joint-venture any rights to a third

party, wi be fu*y allowed and any assignment that is legaly required

to protect the interest of the joint-venture partner will be accepted


18.1 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) 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 fa«iu'e

and to fulfill the toims and conditions hereof with a minimum of delay

The Operator shal notify the Government wrthm fourteen (14) days of

an event of force majeure affecting its abrtty to fulfill the terms and

conditions hereof or any event, which may endanger the natural

resources of Liberia and smularty notify the Government of efforts

being made to rest normal conditions within twenty-four (24) hours

thereof For purpose of this Section 17. force majeure includes an act

of God, war, insurrection, civil commotion, earthquake, storm, flood or

any other extraordinary event which the Operator could not reasonably

be expected to prevent or control, but shall nol include any event

caused by a failure to observe the best mining and engineering

practices or by the negligence of the Operator or any ol its employees

or contractors. If, as a consequence of force majeure. operations

hereunder remain in substantially total suspension lor an uninterrupted

period of more than six months, the duration ol the term of this

Agreement shall ho extended by the time of such suspensions


18.2 Except as hereinafter provided, the time tor the performance ot any

obligation (except the obligation to make payment of money) ol the

Operator under or arising out of tins Agreement, which performance is

hindered, prevented or delayed by force majeuro. as well as any other

time periods and dates set forth in 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 bo liable in damages or otherwise to the other

nor shall any action, claim or demand bo taken or made against the

Operator by reason solely of such delay in the performance of such


18.3 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").


During the Exploration Period, the Operator may surrender by not *-

than sixty (60) days notice to the Government, .ill its rights hereunder

in respect of all or any part of the Exploration Area and the Operator

shall be relieved of all obligations in respect of area so surrendered

except those obligations that may have accrued prior to the Effective

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


24.1 Accounting. All of the Operator’s accounting under this Agreement

shall be in Dollars and all amounts paid or received, and obligations

incurred or transactions curried out, in currency that is legal tender in

the Republic or in any f oreign Currency other than Dollars shall lie

converted to Dollars in accordance with and pursuant to generally

accepted accounting principles in the United Kingdom. Canada or

internationally accepted (except to the extent inconsistent with the

terms of this Agreement) based upon the Prevailing Market Rate of

Exchange of Dollars and any such currency at the date of the

applicable transaction


24.2 Exchange Control. The Operator shall at aH 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 unrestricted and unencumbered

right to sell and receive payment for Minerals in any currency, including

the currency m which the Minerals are sold, and all proceeds therefrom

may be deposited in bank accounts outside of the Republic and held

there or remitted therefrom to anywhere in the world, in any currency

Notwithstanding the foregoing, the Operator shall mamtam at least one

bank account with a bank or financial institution in the Republic 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 Prevail ng

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 wil be converted to Dollars

at the Prevailing Market Rate of Exchange on the date of such

transaction Currency gams or losses for purposes of Section 20 shall

be determined by reference to the Prevailing Market Rate of Exchange

24.3 Curroncy of Payment. Payment of the Operator S direct oWHjatiOfU. to

the Government for Taxes and Duties payable under Sections 20. 21

22 and 23 of this Agreement shall be in Dollars, unless Iho Parties

Otherwise agree Any obligation originally stated m currency that is

legal lender in the Republic, or in any currency other than Dollars, will

be converted to Dollars at the Prevailing Market Rate of Exc hnngc on

the date such obligation is paid, or shall fall due. whichever is eau*

However, the Operator shall make payments ol sums it collects on

behalf of the Government, including, but not Imnted to. taxes withheld

from the salanes or wages of the employees of the Operator, and any

other sums payable to other Persons from wtiich a portion is required

by Law to be withheld or retained by the Operator on behalf of the

Govornmenl, in the currency in which such salaries or wagon or such

other sums are collected The Operator shall have the right to make a

other paymonts whether to the Government or to other Person',

curroncy that is legal tendor in the Republic

24.4 Right to Romit and Recoive Payments. The Operator sha;i have trie

right to remit and receive in Dollars all payments of dividends interest

pnncipal and other property payable items arising from as a result of

or related to Operations, and to do so free of Taxes and on such

remittances or receipts, and without penalties, any required total or

partial surrender, exchange or confiscation of such Dollars or other

direct or indirect restrictions on such remittances or receipts


24.5 Audit

a The Operator shall cause its books ot accounts to be audited

within three (3) months, or such longer period of time .is the

Minister may approve, after the dose 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 ot any such

audit or certification by the Government or preclude th

Government from auditing such books of accounts at its ow

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, onco 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 ' •

findings, unless a Party shall have indicated to the contrary within

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


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 Offering Rate (LIBOR) exist^g at

the time of such assessment, plus one (1) percentage point,

multiplied by the amount underpaid If LIBOR shook! 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




25.1 Grant of Rights Subject to the terms and conditions herein provided

and solely for the purposes incidental to tho exercise 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, build, and construct Infrastructure. Plant and

Equipment, and other facilities, and to maintain and operate the


(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. clay, stone and timber

(except for protected species, insofar as they do not interfere with

or hinder Operations), provided however, that where any land,

villages, houses, person, or watering places for animals have

been supplied water by right 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 The Government will

provide information to the Operator of any such agreements

affecting the Exploration Area upon the Operator s request

25.2 Imports. The Operator shall be entitled to import and use in respect of

Operations, and subsequently export, any and all machinery,

equipment, consumable items, fuels, explosives and any other thing

whatsoever reasonably required with respect to Operations and m

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

the Operator shall not re-expoit fuels and explosives surplus lo

requirements if such surplus can be sold at competitive international

prices within the Republic. The Operator shall at all timo comply with

Law regarding the safe use. sale, disposal and security of explosives

25.3 Taxes on Rosalo. Tho 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 fulfill

all formalities required in connection with the payment by the purchaser

of all Taxes and Duties on tho depreciated value of the imports

imposed on such sales by Law



26.1 Right of Assignment The Operator shall havo the right to assign or

otherwise dispose of all or part of its interest under this Agreement with

the prior written consent of the Government (which consent shall not !*•

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 fulfilled by the


26.2 Right to Encumber. The Operator shall have the right to mortgage,

charge or otherwise? encumber all or part of its interest under this

Agreement for the purpose of raising, from one or more Affiliates or

third parties, financing for its obligations under this Agreement, but any

power of sale arming under any such mortgage, charge or other

encumbrance shall only be exercised with the prior written consent of

the Minister, which consent shall not be unreasonably withheld.

26.3 Notico of Assignment or Encumbranco. The Operator shall

promptly givo Notico to the Minister of any assignment, mortgage

charge or other disposition or encumbrance pursuant to this Section



27.1 Termination by the Operator. During the Exploration Period the

Operator may surrender by not less than sixty (60) days notice to the

Government, all its rights hereunder m respect of aH or any part of the

Exploration Area, and the Operator Shan be relieved of aH obligations in

respect of area so surrendered except those obligations that may have

accrued pnor to the Effective Date of. or arising out of or related to the


27.2 Termination by tho Government. Subject to the provisions of

Section 29. 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 m this Agreement on the due payment date, and such

default is not cured wrthm tNrty (30) days after nobce by the

Government (or withm such longer period as may be specified m

said notice).


b) where the Operator shall materially (ail to comply with its

obligations or any other conditions under this Agreement and such

failure shall have a materially adverse effect on the Governnxmi

and is not curod within ninety (90) days after notice by the

Government or within such period as may be specified in said


c) where the Operator shall (i) voluntarily dissolve, liquidate or wind

up its affairs, or make an assignment of all or substantially all of ns

assets for the benefit of creditors other than an assignment made

to secure indebtedness incurred m the ordinary course of

business (n) file a petition or application to any tribunal for the

appointment of a trustee or receiver for all or any substantial pad

of the Operator's assets, (w) commence any proceedings for its

bankruptcy. reorganization. arrangement. insolvency or

readjustment of debt under the laws of any jurisdiction, whether

now or hereafter m 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 (rv) if any order is entered appointing any such trustee

or receiver, or adjudicating the Operator bankrupt or insolvent or

approving the petition m any such proceedings and provided that

the Operator shall fail to lake corrective measure(sj to have such

order removed or lifted within sixty (60) days

d. where the Operator shall fail to carry out Exploration as required

by Section 5 1. cease Exploration for a period of twelve (12)

consecutive months or cease Production with respect to ai

Production Areas for a period 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 ma/eure n particular

relating to security issues preventog safe access to the

Exploration or Production Areas

27.3 Opportunity to Curo. In the case of an alleged Event of Default

described in Section 27 2. the Government, before taking any further

action, shall provide Notice to the Operator of the alleged occurrence .,1

such Event of Default and of fhe Governments views in that regard

and shall offer the Opocator a fair opportunity to consult with the

Government to resolve the matter. If. after a reasonable period of txne

of consultation, tho Government is of the reasonable opinion lhal the

matter cannot be resolved by further consultation, tho Government may

then send to the Operator Notice of the Government's intention to

terminate this Agreement If fhe Event of Default is not cured within

sixty (60) days after said Notice, or within such longer period as may

be necessary to allow a reasonable peiiod of time to effect such cure,

then this Agreement shall be terminated


 27.4 Disputes Regarding Events of Default Notwithstanding the

provisions of Sections 27 2 and 27 3. if the Operator disputes whether

there has been an Event of Default described in Section 27.2 and.

within sixty (60) days after receipt by the Operator of the Government s

Notice of its intention to terminate, refers such dispute to arbitration m

accordance with Section 29. then termination of this Agreement shall

not take effect until the finality of. and m accordance with, an arbitration

award upholding the Government's right to terminate


29.1 Submission to Arbitration. Any dispute between the Government

and the Operator arising out of. in relation to or «n connection with this

Agreement or its formation, or the validity, interpretation, performance,

termination, enforceability or broach of tins Agreement (including any

dispute concerning whether the Government or the Operator has

violated or is in breach of this Agreement or of any Law affecting the

rights, obligations or duties of any Parly under this Agreement), for

which resolution by submission to an export is not specifically p ovide- i

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 29 which sha* prevail m that event The

Parties agree that this Agreement and the Operator s Operations

pursuant thereto constitute an "investment" by reason of the

exponditure ot 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 29 is a legal dispute arising directly out of an

investment Either of the Parties to such dispute may mstituto

arbitration proceedings by giving Notice to the other Party and Notice

to the Secretary-General of the Centre xKludmg in each a statement of

the issues m dispute

29.2 Nationality for Purposes of Arbitration the Operator >*i

incorporated in Ubena and notwithstanding the incorporation in the

Republic of any of the Operator s successors or assignees, or of any of

its other Affiliates, all such entities shall be treated for purposes of

arbitration under this Section 29 as nationals of the United States of

America for purposes of the Convention and of this Agreement, except

that the Operator and any other such entity may. alternatively, elect to

be treated instead as a national of any other state of which under the

Convention, international law or the law of such state it is a national


29.3 Arbitrators. Any arbitral tribunal constitutor! 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 bo the president ot the tribunal and shall be a

citizen neither of the Republic nor of the United States of Amenca (or of

any other state of which u Parly is a national under Section 29.2). to bo

appointed by the Socrotary-General of the Centre No such arbitrator

shall have an interest in the matters in dispute

29.4 Referee. At the request of a Party, any matter otherwise sub|ect 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 29 10

below, except for any dispute arising out of or related to Sections 3, -l

5. 6. 20. 21. 23, 24, 27. 29. 31 and 33 and Sections 18.7. 18.8 and

18.9 of this Agreement, which must be referred to arbitrators appointed

pursuant to Section 29 3 above unless the Parlies jointly agree that any

such dispute is not material, in 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 29 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 tins Section 29.3, who shall examine the

referee's decision only as to manifest error ot taw findings of fact that

are not supported by any credible evidence, and abuse of authority,

misconduct or other unauthorized act by the referee

29.5 Venue. Arbitration proceedings conducted pursuant to this Agreement

shaB be held in Washington. D C or such other place as the

may agree and shal be conducted 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 in Section 33 below

29.6 Award. The arbitrators shall, by majority vole, render a written

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 m Dollars (detemvned 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 m 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 lor either consequential dam.igcs

(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) oxistmg 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 untri 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 kmited to the net book value of its

investment m the Republic at the time of the award If the decision of

the arbitral tnbunal is adverse to the Operator, then the arbitral tribunal

may. in its discretion, specify a reasonable period of giacc 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 award

29.7 Waiver of Sovereign Immunity. The Government hereby *revocab»y

waives all claims of immunity from the Arbitrators' jurisdiction and from

the enforcement of any arbitral award rendered by a tribunal

constituted pursuant to this Agreement including immunity from *«-ivice

Of process and immunity from the jurisdiction of any court situaied m

any state, country or nation

29.8 Reservation of Rights. The right to refer a claxn or dispute to

arbitration hereunder shall not be affected by the fact that a damant or

respondent has received full or partial compensation from another

Person for a loss or injury that is the object of the claim or dispute and

any such other Person may participate in such jiroceedings by right of


29.9 Nature of Award. The Parties agree that the arbitral award of any

arbitral fnbunal constituted pursuant to this Agreement may contain

such orders (including orders for spocific performance, other equitable

relief or monetary damages) in respect of or allocting 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 Tfx?

Parties, subject to their respective obligations contained elsewhere in

this Agreement, shall take all such actions as are necessary to give full

and complete effect to the award which, in accordance with its terms,

shall be binding upon and enforceable against them


29.10 Successors. The consont to the jurisdiction of the Centre as set forth

in this Section 29 shall equally bind any successor of or succossors-m-

interest to either Party to this Agreement ShoukJ the Centro be

replaced by. or its functions be substantially conferred upon or be

transferred to. any new international body of a similar type and

competence, the Parties shai have the right to submit any dispute to

such body for settlement by arbitration in accordance with the

foregoing provisions of this Section 29


(a) All notices, requests, reports, approvals, consents, designations

or other communications (collectively referred to herein as

"communications") required by, providod for. in. or relative lo this

Agreement shall be in writing All communications shall be

delivered, In case of the Government lo

The Minister of Lands, Mines & Enorgy

Ministry of Lands. Mines & Energy

P.0 Box 10-9024

1000 Monrovia 10. Liberia

And in llie case of the Operator to

The President


Monrovia, Liberia

or such other address as may be designated ei writing by toe


A delivery of a communication shall be deemed effective only

when mailed, postage prepaid and return receipt requested,

telefaxed; or. hand-delivered and receipt

(b) Nothing m this Section shal be deemed to relieve the Operator

from filing any report, return or other communication required by

Ltoenan Laws of general appbcation at the time and m the manner

therein prescribed



The failure ol either party at any time to require performance by tfie

other party ol any provisions hereunder shall In no way affect the right

of that party thereafter to enforce the same, or shall it effect the party's

right to enforce any of the other provisions of this Agreement; nor shall

the waiver by either party of the breach of any provisions hereof be

taken or held to be a waiver of any subsequent breach of such

provision or as a wavier of the provision itself


25.1 The Operator she>. during the term of this Agreement and for such

period thereafter as may be reasonable, continue to have corporate

existence as we« as al 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-time be

amended in accordance with their terms

25.2 The ownership of any Mineral shall pass from the Government to the

Operator at the tne that the Mneral m the Exploration' Area is

excavated by (ho Operator

25.3 Subject to the obligations of the Operator and tho Government

elsewhere contained m this Agreement, the Operator shall ensure that

it complies with the Agreement

25.4 The Government and Operator shall each be Ihe 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 Paity shall execute such documents and do such further things

as may be necessary to give full and complete effect to the provisions

of this Agreement

26.0 EFFECTIVE DATE This Agreement shall become effective and be

binding 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 below.

Signed in_originals on the /f__ day of dtrfte*'- AD 2005






 Mineral and Exploration Area for G-10 Exploration Inc.,

Belefuani, Bomi, Lofa River, St. Paul River and Tubmanburg

700000 710000 720000 730000 74Q000 750000 76Q000 770000 78QOOU 790000 BOOOOO 810000 620000 8300.0 tMOlOO

000019 000008

290000 350X0 370M0 380000 39CC00 400000 410)00 420000 43Cfc00 441X00 45C000 481X00 4

 UTM Coordinates of the Mineral and Exploration Area of G-10

Exploration Inc. , St Paul River Area

Point Easting Northing

0 370000 800000

1 390000 800000

2 390000 795000

3 380000 795000

A 380000 780000

5 390000 780000

6 390000 770000

7 380000 770000

8 380000 775000 ■

9 360000 775000

10 360000 770000

11 330000 770000

12 330000 760000

13 320000 760000

14 320000 770000 \

15 325000 770000

16 325000 780000

17 360000 780000

18 360000 790000

19 I 370000 790000

Iol 370000 600000

Area ■ 1000 Sq Km

 UTM Coordinates of the Mineral and Exploration Area for G-10

Exploration Inc., Bomi

Point Easting Northing

0 305000 735000

1 320000 735000

2 320000 730000

3 330000 730000

4 330000 720000

5 320000 720000

6 320000 725000

7 305000 725000

0 305000 730000

Area = 250 Sq Km

 UTM Coordinates of the Mineral and Exploration Area for G-10

Exploration Inc., Lofa River

Point Easting Northing

0 280000 780000

1 300000 780000

2 300000 770000

3 280000 770000

0 280000 780000

Area - 200 Sq Km

 UTM Coordinates of the Mineral and Exploration Area for G-10

Exploration Inc., Belefuani



Point 1 Northing

0 450000 800000

460000 800000

2 , 460000 780000

3 450000 780000

0 450000 800000

Area ■ 200 Sg Km

 UTM Coordinates of the Mineral and Exploration Area for G-10

Exploration Inc., Tubmanburg

Point Easting Northing

0 300000 760000

1 315000 760000

2 315000 770000

3 320000 770000

4 320000 760000

5 330000 760000 |

6 330000 750000

7 300000 750000

0 300000 760000

Area = 350 Sq Km