The government acknowledges that Lissa Mining Services Company may create or designate, in addition to International Mining Development, one or more additional offshore or Guinean affiliated company or non-affiliated companies to hold all or part of the mining concessions.

The Republic of Guinea

Lissa Mining Services Company Limited and International Mining Development S.A.

Bauxite

The term of the agreement is 75 years as of the effective date. At the end of this contractual period, the parties agree to extend the contract, on the same terms, until the expiration of the latest of the mining concessions.

Mining concession agreement

International Mining Development will provide the government technical studies which cover baseline environmental studies; it is estimated these studies will be available at the earliest 90 days after the effective date. International Mining Development and Lissa Mining Services Company will carry out implementation studies when they believe that mineral substances are present within the perimeter covered by the contract. The implementation studies are to include environmental impact studies.

International Mining Development and Lissa Mining Services Company agree to carry out exploitation operations in a safe manner, according to trade practice, in accordance with international standards of good practice for the mining industry with minimum impact on the environment

Any sale of a product to an affiliated company must be made at prices that are similar to those made with unaffiliated third parties, under the same terms for discounts and commissions.

Before the financial close of the initial project, the government shall have the right to purchase up to 20% of the share capital of the company which is the direct owner of the refinery. This option may be exercised subject that the purchase of shares: (i) shall not have a negative or potentially negative effect on the Lissa Mining Services Company's ability to mobilize the project financing; (ii) shall not affect the principles of management and governance governing the company in question prior to the purchase of these shares by the government; and (iii) shall not limit or have a negative effect on the rights and obligations of International Mining Development and Lissa Mining Services Company under the contract.

International Mining Development will provide the government technical studies which cover baseline social and community studies; it is estimated these studies will be available at the earliest 90 days after the effective date. International Mining Development and Lissa Mining Services Company will carry out implementation studies when they believe that mineral substances are present within the perimeter covered by the contract. The implementation studies are to include social impact studies.

Lissa Mining Service Company and International Mining Development have expressed the desire to build, possess and enhance the areas put at their disposal for the purpose of mining and industrial development activities, which include the extraction of bauxite and its transformation into alumina, and the design, development, financing, construction, ownership and operation of one or several alumina refineries in Guinea as well as of an alumina terminal in the Conakry port and the improvement of the rail, roadway and related infrastructure required for the implementation of such project, such as installations necessary for power generation and the use of water resources, communication installations, housing and related social installations, real estate improvements, in existence or to be built for the purposes of such project. The project is expected to include, among others, an alumina refinery with a production capacity of 3 million metric tons per year, to be developed at the Lissa Mining Services Company's option in one or several stages and capable of expansion if the bauxite reserves and the economical conditions justify it, to be supplied by one or several bauxite mines with sufficient capacity for that purpose. The project shall benefit from the government's necessary support in order to facilitate all the necessary arrangements for the use of the infrastructure required for the project. The government guarantees to Lissa Mining Services Company and International Mining Development the right to construct mining, rail and port infrastructures required for the development of the project during the term of the contract under the most favorable conditions possible, which shall be negotiated in separate agreements. The State guarantees to Lissa Mining Services Company and International Mining Development the right to use and improve, where necessary, the existing rail and social infrastructure throughout the term of the contract which shall be negotiated in separate agreements. The state shall take necessary measures to ensure that the financial and logistical terms as well as other obligations relating to the use by Lissa Mining Services Company and International Mining Development of the existing infrastructures and port installations shall be agreed in good faith by ACG and FRIGUIA or any third party concerned, so that the needs and requirements of the project are met efficiently, in compliance with time limits and as reflected in the infrastructure development and use agreement and in the ports agreement; (B) as of the date of the contract and pending the signature of the infrastructure development and use agreement and the port agreement, Lissa Mining Services Company and International Mining Development shall have the right to access and use the existing infrastructures so as to be able to restore and use them, as well as the port installations, the industrial installations and equipment and the project activities.

If, after the date of the contract, a third party makes a request to the government to have a right to access the infrastructures used for the project or which may affect the project activities or the infrastructures used for the project (including the port installations), the government shall immediately submit this request in writing to International Mining Development and Lissa Mining Services Company and shall grant this right to access only with their prior written agreement.

Unless required by law, the government and its representatives shall not be entitled to access information which are subject to confidentiality undertakings with third parties. The government and its representatives shall not communicate to third parties information gathered during site visits without the prior written consent of Lissa Mining Services Company and International Mining Development, except for information which is in the public domain.

The law of the Republic of Guinea. If, the general terms of the contract modify, exclude, contradict or come into conflict with any provision of the Mining Code or any other current legislation, the contract has precedence. It is expressly acknowledged and accepted by the government that the contract includes particular derogations of the current legislation, including the Mining Code and legislative and statutory texts which may come into force at any time during the term of the contract, derogations which will have legal force and will prevail if there is a conflict with any other text. In particular, if a provision of the current legislation affects the interpretation or implementation of any one of the provisions provided herein, the provision of the contract will prevail.

It is expressly acknowledged and accepted by the government that the contract includes particular derogations of the current legislation, including the Mining Code and legislative and statutory texts which may come into force at any time during the term of the contract, derogations which will have legal force and will prevail if there is a conflict with any other text.