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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")


DEVETON MINING COMPANY represented by its Chief Executive Officer

(hereinafter referred to as the "Operator), hereby


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


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 terms

wherever used in this Agreement shall have the respective meanings set forth



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


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


(d) Movable facilities and equipment used in connection with any of the


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


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


2.1 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


3.1 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


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


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


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


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.


18.1 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”).


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


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^


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



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


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


(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


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


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


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


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


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


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.


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^ /


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


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


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


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


(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



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



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


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


25.1 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


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.












Mineral Exploration Area of DEVETON

[Jababli Area]

rr I iTc






Pro^fcSioti WGS_1984_UTM_Zone_25N

Legend 10.000 Meters N

© City/Town 1



DEVETON pty Exploration Area

•ovemoef i* /uur>

UTM Coordinates of the Mineral Exploration Area of DEVETON Mining Company

Jababli Area, Sinoe/Grand Gedeh Counties


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