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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