NOTICE: The text below was created automatically and may contain errors and differences from the contract's original PDF file. Learn more here
REPUBLIC OF LIBERIA)
MONTSERRADO COUNTY)
MINERAL EXPLORATION AGREEMENT II
THE REPUBLIC OF LIBERIA
AND
DEVETON MINING COMPANY
THIS MINERAL EXPLORATION AGREEMENT is entered into, by and
between the REPUBLIC OF LIBERIA through its Government represented
by the Minister of the Ministry of Lands. Mines & Energy (hereinafter referred
to as the "Government")
AND
DEVETON MINING COMPANY represented by its Chief Executive Officer
(hereinafter referred to as the "Operator), hereby
WITNESSETH:
WHEREAS title to Minerals within the territory of the Repubfcc of Liberia is
vested in the Republic of Liberia (the Republic) and all rights related to the
exploration for and exploitation of such nanerals pertain exclusively to the
Repubic. and
WHEREAS the Mwnstry of Lands. Mines & Energy through the Mevster of
Lands. Mines & Energy is by law charged with the responsibility of
administering the mnerai laws of the Republic 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 Libena. and therefore desires to promote the
Development of minerals which may exist in exploration areas for the
economic and social benefit of Libena and recognizes that a large capital
expenditure is necessary to ensure that such minerals are economical and
efficiently developed and
WHEREAS Government agrees to grant the Operator such mineral rights
and pnvileges 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 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
1.0 DEFINITIONS
Unless the context shall otherwise clearly indicate, the following terms
wherever used in this Agreement shall have the respective meanings set forth
below
2
1.1 Affiliato: Mean* 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-preoous stone(s) other than GokJ
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 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
1.4 Convention the term 'Convention’ means the Convention on the
Settlement of Investment Disputes between States and Nationals of Other
States opened to signature at Washington, DC, United States of America on
March 18, 1965
1.5 Effective Dato 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 in accordance with Section 3.2. tx*
only during the Exploration Period
1.7 Exploration Period The term "Exploration Period' means the period
described in Section 2 1
1.8 Gold Deposit The term 'Gold Deposit" means a deposit whose
predominate economic value, as determined by the result of exploratory
drilling, is attnbutable to the Gold contained therein and wfvch is of such
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 the Republic of
3
(d) Movable facilities and equipment used in connection with any of the
infrastructure
1.14 Produce The term "Produce" as used in reference to Gold, Associated
Minerals or any other mineral deposit shall include dnll, develop, extract, stnp,
mine, sluice, dredge, process (including beneficiate. concentrate or otherwise
treat), stockpile, transport, load, sell and export for the account of the
operator
1.15 Production: The term "Production" as used in 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, dnlling. development, extraction,
stnpping. mining, sluicing, dredging, processing (including beneficiation.
concentration or other treatment), stockpiling, transportation, loading, sale and
exportation by the Operator
2.0 TERM OF THE AGREEMENT
2.1 The term of this Agreement shall commence on the Effective Date and
shall expire at the earlier of (a) such time as the Operator shall have
completed exploration activities, or (b) three (3) years after the Effective Date,
with an extension of another (2) years at the option of the Operator plus any
period of renewal to which the Government may agree
3.0 EXPLORATION RIGHTS
3.1 Grant of Exploration Rights On the terms and condrtions herein
provided the Government hereby grants to the operator, dunng the period
hereinafter defined, commencing with the Effective Date plus any extension of
such penod to which the Government may agree (referred to herein as the
"Exploration Period") the exclusive nght to explore for Diamonds. Gold.
Associated Minerals and any other mmerai deposit (except iron ore) in the
Exploration Area
3.2 Exploration Area
(a) The Exploration area shall be in Grand Gedeh/SInoe Counties as
identified on the attached map. with metes and bounds or coordinates
attached hereto as Figure "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
5
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 right to temporarily
remove such samples and other data from such location and (on
prior notice to the Government) from Liberia for the purpose of
study and evaluation
(b) The Operator shall keep the Government fully informed of all
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 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 the 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 recovered and sold
16.3 Roporta: 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 be related to the conduct of operations
hereunder
16.4 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 appropnate employee
available to render assistance with respect to any such inspection.
16.5 Confidentiality of Operator’s Reports 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
wntten consent of the Operator, which consent shall not be
unreasonably withheld
II
Financial information about the Operator shall however be treated as
confidential for a penod of one (1) year, commencing as of the date of
submission of such ^formation The Government may nevertheless
use any such information received from the Operator for the purpose of
prepan ng and publishing general records or statistics on natural
resources or other conditions in Libena and m connection with any
dispute between the Government and the Operator
17.0 NON ASSIGNABILITY
This Agreement and any interest therein may not be transferred or assigned
or mortgaged pledged or otherwise encumbered in whole or in pari without
the Government’s prior written approval unless to an affiliate However, any
request to joint-venture any nghts to a third party, will be fully allowed and any
assignment that is legally required to protect the interest of the joint-venture
partner will be accepted.
18.0 FORCE MAJEURE
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 failure and to fulfill the terms
and conditions hereof with a minimum of delay The Operator shall
nobfy the Government within fourteen (14) days of an event of force
majeure affecting its ability to fulfii the terms and conditions hereof or
any event which may endanger the natural resources of Libena and
similarly 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
civi commobon earthquake storm flood or any other extraordinary
event which the Operator could not reasonably be expected to prevent
or control, but shal not include any event caused by a failure to
observe the best mining and engineenng 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 period of more than
six months the duration of the term of this Agreement shall be
extended by the time of such suspensions
18.2 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, which performance is
hindered, prevented or delayed by force majeure. as
other time periods and dates set forth in this Agreement, shall be
extended by the penod 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.
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 ("Industnal Dispute”).
19.0 SURRENDER OF OPERATOR S RIGHT
During the Exploration Period, the Operator may surrender by not less than
sixty (60) days notice to the Government, all 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 pnor to the Effective Date of. or arising out of or related to
the surrender
20.0 SECTION 24: FINANCIAL REPORTING AND CURRENCY
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 carried out in currency that is legal tender
in the Republic or in any Foreign Currency other than Dollars shal be
converted to Dollars m accordance with and pursuant to generally accepted
accounting pnnaples m 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 dale of the appfccable transaction
24.2 Exchange Control. The Operator shal at al times have
the nght without restriction, dvectty or indirectty of the Government, to obtain
hold deal with and disburse funds xi such manner currencies and places as
it chooses Without prejudge to the generality of the foregomg. the Operator
shaM have the unrestricted and unencumbered nght to seN and receive
payment for Minerals m 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 maintain at least one bank account with a bank or financial^
13
institution in the Republic The Operator shall also have the right to acquire
from, and sell to. any Person currency that is legal tender in the Republic at
the Prevailing Market Rate of Exchange Additionally, any and all
transactions between the Government and the Operator dealing with or
refemng to currency that is legal tender in the Republic wiU 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 Currency of Payment. Payment of the Operator s direct
obligations to the Government for Taxes and Duties payable under Sections
20. 21. 22 and 23 of this Agreement shall be m Dollars, unless the Partes
otherwise agree Any obligation originally stated in currency that is legal
tender in the Republic, or in any currency other than Dollars, will be converted
to 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 nght to make all other payments whether to the Government or to other
Persons in currency that is legal tender in the Republic
24.4 Right to Remit and Receive Payments. The Operator
shall have the nght to remit and receive in Dollars all payments of dividends
interest, pnncipal and other properly payable items arising 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 Dollars or other direct or indirect
restrictions on such remittances or receipts
24.5 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 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 predude the Government from auditing such books of
accounts but at the Government's expense
f
M
b The foregoing shall not m any way imply
acceptance of any such audrt 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 Offering 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
SECTION 25: INCIDENTAL RIGHTS
25.1 Grant of Rights Subject to the terms and conditions
herein provided and solely for the purposes incidental to the exercise of the
rights granted to the Operator under Sections 3 and 4 of this Agreement, the
Government hereby grants to the Operator the nght. within the Exploration
Areas
(a) To acquire, build, and construct Infrastructure. Plant and
Equipment, 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 for protected
speces. 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 vjy/
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 Operators
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 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
25.3 Taxes on Resale The Operator may sen * 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 al formalities required in connection with the payment by the
purchaser of aH Taxes and Duties on the depreciated value of the imports
imposed on such sales by Law
SECTION 26: ASSIGNMENT AND ENCUMBRANCE
26.1 Right of Assignment The Operator shall have the nght
to assign or otherwise dispose of a« or part of its merest 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 reheved of its
obligations under this Agreement other than to the extent fulfilled by the
Affiliate
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 arising 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 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 this Section 26
SECTION 27: TERMINATION
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 in respect of all or any part of the
Exploration Area, and the Operator shall be relieved of all obligations in
respect ot 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.
27.2 Termination by the Government. Subject to the
provisions of Section 29. the Government shall have the nght 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 descnbed 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 fail 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 notice by the Government or within such period
as may be specified in said notice:
c) where the Operator shall (i) voluntarily dissolve, liquidate
or wind up its affairs, or make an assignment of all or substantially all of its
assets for the benefit of creditors other than an assignment made to secure
indebtedness incurred in the ordinary course of business (ii) file a petition or
application to any tnburial for the appointment of a trustee or receiver for all or
any substantial part of the Operator s assets. (>i) commence any proceedings
for its bankruptcy, reorganization arrangement, insolvency or readjustment of
debt under the laws of any junsdiction. 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) days
c. 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 all
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 majeure in particular relating to security issues preventing safe
access to the Exploration or Production Areas a,
27.3 Opportunity to Cure. 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 of such
Event of Default and of the Government's 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
Government's intention to terminate this Agreement If the 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 period 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 in accordance with Section 29. then termination of this Agreement
shall not take effect until the finality of. and in accordance with, an arbitration
award upholding the Government's right to terminate.
SECTION 29: ARBITRATION
29.1 Submission to Arbitration. Any dispute between the
Government and the Operator ansmg out of. in relation to or in connection
with this Agreement or its formation, or the validity, interpretation
performance, termination, enforceability or breach of this 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 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 m conflict with this Section 29 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 29 is a legal dispute arising 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 dispute^ /
is
29.2 Nationality for Purposes of Arbitration. The Operator
is incorporated in the United Kingdom 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 constituted pursuant to
this Agreement shall consist of one (1) arbitrator to be appointed by the
Government, one (1) arbitrator to be appointed by Operator and one (1)
arbitrator, who shall be the president of the tribunal and shall be a citizen
neither of the Republic nor of the United States of America (or of any other
state of which a Party is a national under Section 29.2), to be appointed by
the Secretary-General of the Centre No such arbitrator shall have an Interest
in the matters in dispute
29.4 Refereo. 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 29.10 below,
except for any dispute arising out of or related to Sections 3. 4, 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 Parties 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 majonty vote) and shall be final and binding unless appealed by
any Party to arbitrators appointed as provided in this Section 29 3. who shall
examine the referee s decision only as to manifest error of law. findings of fact
that are not supported by any credible evidence, and abuse of authority
misconduct or other unauthonzed act by the referee
29.5 Venue. Arbitration proceedings conducted pursuant to
this Agreement shall be held in Washington. D C 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 in Section 33 below
19
29.6 Award. The arbitrators shall by majority vote, render a
written decision stating the reasons for the* award withm three (3) months
after any heanng 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 Dubes imposed by Government Each Party shall bear
its own costs and attorney fees Neither Party shal have any UaMity for either
consequential damages (except for purposes of set off) or exemplary or
punitive damages but merest at a rate not to exceed the London Inter-bank
Offering Rate (LIBOR) existing at the bme of such award plus one (1)
percentage point, mdbplied by the amount of the award shal be assessed
from the date of any monetary award unW its satisfaction If LIBOR should
cease to be reported, then the rate to be applied shall be another substitute
rate agreed to by a majonty of the arbitrators In any case, the liability of the
Operator shall be limited to the net book value of its investment m 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. si its discretion
specify a reasonable penod of grace to cure any defect or default on the part
of the Operator, provided that such penod of grace shall not exceed one
hundred eighty (100) days for the making of any payment requred by such
award
29.7 Waiver of Sovereign Immunity. The Government
hereby irrevocably 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
service of process and immunity from the jurisdiction of any court situated in
any state country or nation
29.8 Reservation of Rights. The nght to refer a darn or
cfcspute to arbitration hereunder shall not be affected by the feet that a
clamant or respondent has received ful or partial compensation from another
Person for a loss or injury that is the object of the dam or dispute and any
such other Person may participate in such proceedings by nght of
subrogation
29.9 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) respect of or affecting any of the Parties (and
any loss or damage suffered by any of them) as such arbitral tnbunal
detemvnes to be appropriate in the drcumstances The Parties subject to
thee respective obligations contained elsewhere m this Agreement shal take
al such actions as are necessary to give ful and complete effect to the award
which m accordance with its terms, shal be binding upon and enforceable
Centre as set for* m th« Sector 29 shal aquafty any successor of or
Successorwvrterest to edher P»ty to ffw Agreement SfxxM the Centre
be replaced by. or its fwtona be subetanbafty conferred upon or be
transferred to any new mtamabonal body of a sender type and competence
the Parties shai have the nght to subnet any depute to such body for
settlement by arbitration m accordance with the foregoing provisions of this
Section 29
23.0 NOTICES
(a) AH notices requests reports approvals consents designations or
other communications (coSectrvely referred to herein as
'communications') required by. provided tor. or relative to th»
Agreement shall be m writing AJ communications shaN be delivered at
case of the Government to
The Minister of Lands. Mines & Energy
Ministry of Lands. Mines & Energy
P.0 Box 10-9024
1000 Monrovia 10. Liberia
And in the case of the Operator to
The Chief Executive Officer
DEVETON MINING COMPANY
BENSON STREET
Monrovia, Liberia
or such other address as may be designated ei writing by the Operator
A delivery of a communication shall be deemed effective only when
mailed postage prepaid and return receipt requested, teiefaxed or.
hand-defcvered and rece^X
(b) Nothing ai the Section that be deemed to refceve the Operator from
fiing any report return or other commurscebon requved by Libenan
Laws of general application at the time and n the manner therein
prescribed
24.0 NON WAIVER
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 the same, or shall it effect the parly's right *
of the other provisions of this Agreement, nor shall
21
either party of the breach of any provision* hereof be taken or held to be a
waiver of any subsequent breach of such provision or as a wavier of the
provision itself
25.0 AFFIRMATIONS
25.1 The Operator shall dunng the term of this Agreement and for such
penod thereafter as may be reasonable, continue to have corporate existence
as well as all corporate nghts powers, purposes and duties set forth and
descnbed in this Agreement, and in its Articles of Incorporation and By-Laws
as the same may from tme-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 time that the Mineral in the Exploration Area is excavated
by the Operator
25.3 Subject to the obligations of the Operator and the Government
elsewhere contained in this Agreement, the Operator shal ensure that it
compbes with the Agreement
25.4 The Government and Operator shal each be the beneficiary of the
nghts granted to it under this Agreement No other person shall have any
nghts under the Agreement unless a Party or unless otherwise specifically
provided in this Agreement
25.5 Each Party 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 exacted by them
IN WITNESS WHEREOF, the Parties have executed this Agreement, through
their respective duly authonzed representatives, on the day, month and year
indicated below.
Signed in originals on the 22nd day of A.D. 2005.
IN PRESENCE OF
[Signature]
FOR THE GOVERNMENT OF THE
REPUBLIC OF LIBERIA:
[Signature]
MINISTER
MINISTRY OF LANDS. MINES &
ENERGY
FOR THE OPERATOR:
[Signature]
23
Mineral Exploration Area of DEVETON
[Jababli Area]
rr I iTc
f3f
Iflmmltttftll-
L
yj
1
Pro^fcSioti WGS_1984_UTM_Zone_25N
Legend 10.000 Meters N
© City/Town 1
River/Stream
Road
DEVETON pty Exploration Area
•ovemoef i* /uur>
UTM Coordinates of the Mineral Exploration Area of DEVETON Mining Company
Jababli Area, Sinoe/Grand Gedeh Counties
AREA POINTS EASTING NORTHING
Jababli Area 1 550000 630000
2 550000 660000
3 580000 660000
4 580000 640000
5 570000 640000
6 570000 630000
A /!
Area - 800 sq km